Common use of Additional Collateral Clause in Contracts

Additional Collateral. With respect to any new Subsidiary (other than any Specified Excluded Subsidiary so long as it qualifies) created or acquired by the Borrower or any of its Subsidiaries (which shall be deemed to have occurred in the event that any Specified Excluded Subsidiary ceases to qualify as such, it being understood that such Subsidiaries will not be required to become Subsidiary Guarantors until such time), promptly (a) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent 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 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 Subsidiary to be included in filings by the Borrower with the SEC, and (ii) any Collateral with respect to such new Subsidiary as described in the Guarantee and Collateral Agreement, (b) deliver to the Administrative Agent the 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 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) 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, subject to Liens not prohibited by Section 7.3, 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.

Additional Collateral. With respect to any new Subsidiary (other than any Specified Excluded Subsidiary so long as it qualifies) created or acquired by Each of CSSW Parent and the Borrower or any shall, and shall cause each of its Subsidiaries to, (which shall be deemed to have occurred in the event that any Specified Excluded Subsidiary ceases to qualify as such, it being understood that such Subsidiaries will not be required to become Subsidiary Guarantors until such time), a) promptly (ai) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent or the Collateral Agent deems necessary or advisable to grant to the Administrative Collateral Agent, for the benefit of the Lenders, or the Borrower, as the case may be, a perfected first priority security interest, subject to Liens not prohibited by Section 7.3, interest in (i) the Equity Interests of such new Subsidiary the Steel Winds Companies and all other property of the type that would constitute Collateral of such new Subsidiary (including Intercompany Obligations) that are held by HoldingsStetson Intermediate Holding Company, 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 Subsidiary to be included in filings by the Borrower with the SEC, and (ii) any Collateral with respect to such new Subsidiary as described in the Guarantee and Collateral Agreementif certificated, (b) deliver to the Administrative Collateral Agent the certificates, if any, certificates 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 CollateralInterests, together with, as applicable, with undated stock powers, instruments of transfer and endorsements, in blank, executed and delivered by a duly authorized officer Authorized Officer of Holdings, the Borrower or such Subsidiary, as and the case may be, and Steel Winds Holding Company (ciii) cause such new Subsidiary the Steel Winds Companies (iA) to deliver an Assumption Agreement with respect become a party to the Guarantee and Collateral Agreement and Security Agreement, (iiB) to take such actions necessary or advisable to grant to the Administrative Collateral Agent for the benefit of the Lenders a perfected first priority security interest, subject to Liens not prohibited by Section 7.3, interest in the Collateral described in the Guarantee and Collateral Security Agreement with respect to such new Subsidiarythe Steel Winds Companies, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Security Agreement or by law or as may be requested by the Collateral Agent and (C) to deliver to the Collateral Agent 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 appropriate insertions and attachments, (iv) 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 and (v) deliver to the Collateral Agent each deposit account control agreement required to be delivered pursuant to the Guarantee and Collateral Agreement, in form and substance reasonably acceptable to the Collateral Agent; provided that the parties hereto acknowledge and agree that if any LC Indebtedness or LC Conversion Indebtedness of the Steel Winds Project Company with respect to the Steel Winds Project is in existence as of the Subsequent Closing Date, then the Steel Winds Companies shall be required to become a party to the Guarantee and Security Agreement and satisfy the other requirements of this Section 9.22, upon the termination, expiration and discharge of such LC Indebtedness or LC Conversion Indebtedness, as the case may be.

Additional Collateral. (a) With respect to any new Subsidiary (other than any Specified Excluded Subsidiary so long as it qualifiesa Foreign Subsidiary) created or acquired after the Closing Date (which, for the purposes of this paragraph, shall include any existing Subsidiary that ceases to be a Foreign Subsidiary), by the Borrower or any of its Subsidiaries (which shall be deemed to have occurred in the event that any Specified Excluded Subsidiary ceases to qualify as such, it being understood that such Subsidiaries will not be required to become Subsidiary Guarantors until such time)Subsidiaries, promptly (ai) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Pledge Agreement as the Administrative Agent 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 perfected first priority security interest, subject to Liens not prohibited by Section 7.3, interest in (i) the Equity Interests Capital Stock 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 which is owned 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 Subsidiary to be included in filings by the Borrower with the SEC, and (ii) any Collateral with respect to such new Subsidiary as described in the Guarantee and Collateral Agreement, (b) deliver to the Administrative Agent the certificates, if any, certificates 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 CollateralCapital Stock, together with, as applicable, with undated stock powers, instruments of transfer and endorsements, in blank, executed and delivered by a duly authorized officer of Holdings, the Borrower or such Subsidiary, as the case may be, and (ciii) cause such new Subsidiary (iA) to deliver an Assumption Agreement with respect become a party to the Guarantee and Collateral Pledge Agreement and (iiB) 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, subject to Liens not prohibited by Section 7.3, interest in the Collateral described in the Guarantee and Collateral Pledge Agreement with respect to such new Subsidiary, including including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Pledge Agreement or by law or as may be requested by the Administrative Agent, and (iv) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be substantially in the forms attached hereto as Exhibits A-1 and A-2.

Additional Collateral. With respect to (i) any new property acquired after the Closing Date that is intended to be Collateral subject to the Lien created by any of the Collateral Documents but is not so subject (including, without limitation, all Equity Interests held by any Borrower or Subsidiary Guarantor in any newly-formed or acquired Subsidiary (other than any Specified an Excluded Pledge Subsidiary) of ESR OP) and/or (ii) all Equity Interests of a Subsidiary so long as it qualifies) created or acquired by the Borrower or any of its Subsidiaries (which shall be deemed to have occurred in the event Guarantor that any Specified Excluded Subsidiary ceases to qualify as suchbe an Excluded Pledge Subsidiary after the Closing Date, it being understood in each case unless the Exemption Conditions exist at such time with respect to the Subsidiary that is the owner of such Subsidiaries will not be required to become Subsidiary Guarantors until such time)property or Equity Interests, promptly (aand in any event within 30 days after the acquisition 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 Guarantee and relevant Collateral Agreement Documents or such other documents as the Administrative Agent deems shall reasonably deem necessary or advisable to grant to the Administrative Agent, for its benefit and for the benefit of the Lenders, or the Borrower, as the case may beother Secured Parties, a perfected first priority security interest, Lien on such property or Equity Interests subject to no Liens not prohibited by other than Liens permitted under Section 7.37.01(a), and (ii) take all actions necessary to cause such Lien to be duly perfected in (i) accordance with all applicable Laws, including, without limitation, the Equity Interests of such new Subsidiary and all other property delivery 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 certificates representing any Equity Interests of such Subsidiary in excess of the maximum amount of such Equity Interests that could to be included in the Collateral without creating, in connection (together 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 Subsidiary to be included in filings by the Borrower with the SEC, and (ii) any Collateral with respect to such new Subsidiary as described in the Guarantee and Collateral Agreement, (b) deliver to the Administrative Agent the 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 undated stock powers or other instruments evidencing Intercompany Obligations and all other rights and interests constituting Collateral, together with, as applicable, undated powers, appropriate instruments of transfer and endorsements, in blank, executed and delivered in blank by a duly authorized officer of Holdings, the Borrower or holder(s) of such Subsidiary, as the case may be, Equity Interests) and (c) cause such new Subsidiary (i) to deliver an Assumption Agreement with respect 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, subject to Liens not prohibited by Section 7.3, 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 reasonably requested by the Administrative Agent. The Parent and the Borrowers shall otherwise take such actions and execute and/or deliver to the Administrative 137 Agent such documents as the Administrative Agent shall reasonably require to confirm the validity, perfection and priority of the Lien of the Collateral Documents on any such properties or Equity Interests.

Additional Collateral. With respect to any new Subsidiary (other than any Specified Excluded Subsidiary so long as it qualifies) created or acquired by the Borrower or any of its Subsidiaries (which shall be deemed to have occurred in the event that any Specified Excluded Subsidiary ceases to qualify as such, it being understood that such Subsidiaries will not be required to become Subsidiary Guarantors until such time), promptly (a) execute and deliver to 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 amendments 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 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 as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent(except that, for the benefit of the Lenders, or the Borrower, as the case may be, (A) if such Subsidiary is a 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 Foreign Subsidiary (including Intercompany Obligations) that are held by Holdingsor a Subsidiary thereof), 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 no Capital Stock of such Subsidiary in excess of shall be pledged unless such Subsidiary is a Material Subsidiary that is directly owned by the maximum Parent Borrower or a Domestic Subsidiary, and then the 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 voting stock of such Subsidiary to be included in filings by the Borrower with the SEC, and (ii) any Collateral with respect to such new Subsidiary as described in the Guarantee and Collateral Agreement, (b) deliver to the Administrative Agent the 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 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 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 (iiC) to take such actions necessary or advisable to grant to if the Administrative Agent for the benefit pledge of the Lenders Capital Stock of any such Wholly Owned Subsidiary would result in a perfected first priority security interestviolation of any laws, subject to Liens not prohibited by Section 7.3regulations or orders of any Governmental Authority, no shares of the Capital Stock of such Subsidiary shall be pledged) and (iii) except in the Collateral described 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 Guarantee relevant property of such Subsidiary; provided that the Parent Borrower and Collateral Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may its Subsidiaries shall not be required by to comply with the Guarantee and Collateral Agreement or by law or as may be requested by 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.

Additional Collateral. With respect As provided in Section 8.3(f) of the Master Settlement Agreement, any El Paso Pledgor or proposed El Paso Pledgor may at any time provide the Collateral Agent with additional Collateral. Such additional Collateral shall be provided by means of a certificate ("Additional Collateral Certificate") in form and substance substantially similar to any new Subsidiary the instrument attached hereto as Exhibit B-2. The Additional Collateral Certificate shall be accompanied by (other than any Specified Excluded Subsidiary so long as it qualifiesa) created or acquired executed counterparts of the instruments executed by the Borrower or any El Paso Pledgor to effect the pledging of its Subsidiaries such Collateral, including (which shall be deemed as appropriate) those agreements, instruments, certificates and opinions required pursuant to have occurred Section 3.7 hereof (except that if the El Paso Pledgor pledging the additional Collateral has delivered to the Collateral Agent copies of the documents listed in Sections 3.7(b)(i) through 3.7(b)(iii) in the event that any Specified Excluded Subsidiary ceases four (4) month period immediately prior to qualify as suchthe pledging of such additional Collateral, it being understood that such Subsidiaries will then the deliveries required pursuant to Sections 3.7(b)(i) through 3.7(b)(iii) shall not be required to become Subsidiary Guarantors until and the certificate required by Section 3.7(b)(iv) shall certify that that there has not been a material adverse change in the assets, liabilities or financial condition of such timeEl Paso Pledgor since the date on which the items required by Section 3.7(b)(i) were last delivered), promptly (ab) execute and deliver a duly executed Compliance Certificate dated as of the date of the Additional Collateral Certificate which, if the additional Collateral includes Other Collateral, gives effect to the Administrative Agent coverage ratio required for such amendments to additional Other Collateral by the Guarantee Designated Representative, (c) in the case of Oil and Collateral Agreement as Gas Collateral, a supplemental report from an Independent Consultant confirming the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit Reported Value of the LendersOil and Gas Collateral that is to be added, or the Borrower, as (d) in the case may beof Other Collateral, a perfected first priority security interest, subject an appraisal by an appraiser selected pursuant to Liens not prohibited by Section 7.3, in (iParagraph 8.3(f)(ii)(D) the Equity Interests of such new Subsidiary and all other property of the type Master Settlement Agreement confirming the fair market value of the Other Collateral that would constitute Collateral of such new Subsidiary is to be added, and (including Intercompany Obligationse) that are held by Holdings, the Borrower or any of its Subsidiaries, (a) limited in the case of the Equity Interests addition of Other Collateral, written confirmation addressed to the Designated Representative from any Foreign Subsidiary, to 66% of the total outstanding Equity Interests of such Foreign Subsidiary and (b) excluding rating agency rating 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, securities issued in connection with a Monetization that any rating on such securities will not be withdrawn or downgraded as a result of such substitution, addition or release. The additional Collateral shall be deemed to be held by the pledge thereof under any class of debt securities that is secured on a pari passu basis Collateral Agent contemporaneously with the Obligations, a requirement pursuant to Rule 3-16 of Regulation S-X under the Securities Act for separate financial statements of such Subsidiary to be included in filings delivery by the Borrower with the SEC, and (ii) any Collateral with respect to such new Subsidiary as described in the Guarantee and Collateral Agreement, (b) deliver to the Administrative Agent the certificates, if any, representing such Equity Interests (constituting securities within the meaning of Section 8-102(a)(15) El Paso Pledgor 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, provided for in 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) 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, subject to Liens not prohibited by this Section 7.3, 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 Agent4.3.

Additional Collateral. (a) With respect to any new Person that, subsequent to the Effective Date, becomes a Domestic Subsidiary (other than any Specified Excluded Subsidiary so long as it qualifiesa Credit Card Subsidiary) created or acquired by the Borrower or any of its Subsidiaries promptly: (which shall be deemed to have occurred in the event that any Specified Excluded Subsidiary ceases to qualify as such, it being understood that such Subsidiaries will not be required to become Subsidiary Guarantors until such time), promptly (ai) execute and deliver to the Administrative Agent a new pledge agreement or such amendments to the Guarantee and Collateral Master Security Agreement as the Administrative Agent deems shall deem necessary or advisable to grant to the Administrative Agent, for Agent a Lien on the benefit of the Lenders, or the Borrower, as the case may be, a perfected first priority security interest, subject to Liens not prohibited by Section 7.3, in (i) the Equity Interests Capital Stock of such new Domestic Subsidiary and all other property of the type that would constitute Collateral of such new Subsidiary (including Intercompany Obligations) that are held which is owned 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 Subsidiary to be included in filings by the Borrower with the SEC, and (ii) any Collateral with respect to such new Subsidiary as described in the Guarantee and Collateral Agreement, (b) deliver to the Administrative Agent the certificates, if any, certificates 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 CollateralCapital Stock, together with, as applicable, with undated powers, instruments of transfer and endorsements, in blank, stock powers executed and delivered in blank by a duly authorized officer of Holdingsthe pledgor thereof, the Borrower or such Subsidiary, as the case may be, and (ciii) cause such new Domestic Subsidiary (iA) to deliver an Assumption Agreement with respect become a party to the Guarantee Master Security Agreement, in each case pursuant to documentation which is in form and Collateral Agreement substance satisfactory to the Administrative Agent, and (iiB) to take such all actions reasonably deemed necessary or advisable to grant to by the Administrative Agent for to cause the benefit of Lien created by the Lenders a Master Security Agreement to be duly perfected first priority security interest, subject (to Liens not prohibited by Section 7.3, the extent contemplated therein and in the Collateral described other Loan Documents) in the Guarantee and Collateral Agreement accordance with respect to such new Subsidiaryall applicable Requirements of Law, including including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required requested by the Guarantee Administrative Agent (it being agreed that for any such Domestic Subsidiary that is not a debtor-in-possession, no action shall be required pursuant to this clause (iii) to perfect a Lien in assets that would not constitute UCC Filing Collateral or in assets constituting UCC Filing Collateral if such perfection relates to assets constituting UCC Filing Collateral with an aggregate book value of less than $1,000,000) and Collateral Agreement or by law or as may be (iv) with respect to assets of any such Domestic Subsidiary with a book value in excess of $l,000,000 that are perfected under the laws of any jurisdiction, if requested by the Administrative Agent, 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.

Additional Collateral. With respect (a) Subject to any new Subsidiary (other than any Specified Excluded Subsidiary so long as it qualifies) created or acquired by 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 its Subsidiaries (which shall be deemed to have occurred the other Credit Parties acquire or construct any additional Major Asset after the Closing Date in accordance with, and as permitted by, the event that any Specified Excluded Subsidiary ceases to qualify as such, it being understood that such Subsidiaries will not be required to become Subsidiary Guarantors until such time), promptly (a) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit terms of the Lenders, or the Borrower, as the case may be, a 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 Holdingsthis Agreement, the Borrower will, 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 Subsidiary to be included in filings by the Borrower with the SEC, and (ii) any Collateral with respect to such new Subsidiary as described in the Guarantee and Collateral Agreement, (b) deliver to the Administrative Agent the 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 blank, executed and delivered by a duly authorized officer of Holdings, the Borrower or such Subsidiary, as the case may be, and (c) will cause such new Subsidiary (i) to deliver an Assumption Agreement with respect to the Guarantee and Collateral Agreement and (ii) to take such actions necessary or advisable to other Credit Party to, grant to the Administrative Agent as security for the benefit Lender Indebtedness and the obligations of the Lenders Credit Parties under the Loan Documents a perfected first first-priority security interest, Lien (subject only to Permitted Encumbrances) on the Borrower’s or such Credit Party’s interest in any such assets not already subject to Liens not prohibited a Lien under the Security Instruments, which Lien will be created and perfected by Section 7.3and 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 Collateral described 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 Guarantee 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 Collateral Agreement 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 such new Subsidiaryto, including and/or grant and perfect Liens in any assets that necessitate the filing of Uniform Commercial Code financing statements in 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 jurisdictions as may semi-annual date (and if such Property is acquired less than 45 days before such semi-annual date, such requirement shall be required by satisfied and consummated on the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agentnext following semi-annual date), commencing October 31, 2007.

Additional Collateral. With respect to any new Subsidiary (other than Property acquired after the Closing Date by any Specified Excluded Subsidiary so long as it qualifies) Loan Party that is intended to be subject to the Lien created or acquired by the Borrower or any of its Subsidiaries (which shall be deemed to have occurred in the event that any Specified Excluded Subsidiary ceases to qualify as such, it being understood that such Subsidiaries will Collateral Documents but is not be required to become Subsidiary Guarantors until such time)so subject, promptly (aand, in any event, within thirty (30) days after such creation or acquisition; provided that the 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 Guarantee and relevant Collateral Agreement Documents or such other documents as the Administrative Agent deems shall deem reasonably necessary or advisable to grant to the Administrative Agent, for the its benefit of the Lenders, or the Borrower, as the case may be, a 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 Subsidiary to be included in filings by the Borrower with the SEC, and (ii) any Collateral with respect to such new Subsidiary as described in the Guarantee and Collateral Agreement, (b) deliver to the Administrative Agent the 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 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) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the other Secured Parties, a Lien on such Property under applicable Legal Requirements (including applicable foreign Legal Requirements unless the Required Lenders a perfected first priority 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 interest, to be afforded thereby) subject to no Liens not prohibited other than Permitted Liens and no senior Liens other than Permitted Prior Liens, (ii) to the extent requested by Section 7.3the Administrative Agent, deliver customary and reasonable opinions of counsel to the Borrowers in form and substance, and from counsel, reasonably acceptable to the Administrative Agent, and (iii) take all actions necessary to cause such Lien to be duly perfected to the extent required by such Collateral described Documents in the Guarantee and Collateral Agreement accordance with respect to such new Subsidiaryall applicable Legal Requirements, 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. Subject to the limitations 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 such documents as the Administrative Agent shall reasonably require to confirm the validity, perfection and priority of the Lien of the Collateral Documents against such after‑acquired Properties, all in form, content and scope reasonably satisfactory to the Administrative Agent.

Additional Collateral. With respect to any new Subsidiary (other than Property acquired after the Restatement Effective Date by any Specified Excluded Subsidiary so long as it qualifies) Loan Party that is intended to be subject to the Lien created or acquired by the Borrower or any of its Subsidiaries (which shall be deemed to have occurred in the event that any Specified Excluded Subsidiary ceases to qualify as such, it being understood that such Subsidiaries will Collateral Documents but is not be required to become Subsidiary Guarantors until such time)so subject, promptly (aand, in any event, within thirty (30) days after such creation or acquisition; provided that the 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 Guarantee and relevant Collateral Agreement Documents or such other documents as the Administrative Agent deems shall deem reasonably necessary or advisable to grant to the Administrative Agent, for the its benefit of the Lenders, or the Borrower, as the case may be, a 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 Subsidiary to be included in filings by the Borrower with the SEC, and (ii) any Collateral with respect to such new Subsidiary as described in the Guarantee and Collateral Agreement, (b) deliver to the Administrative Agent the 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 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) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the other Secured Parties, a Lien on such Property under applicable Legal Requirements (including applicable foreign Legal Requirements unless the Required Lenders a perfected first priority 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 interest, to be afforded thereby) subject to no Liens not prohibited other than Permitted Liens and no senior Liens other than Permitted Prior Liens, (ii) to the extent requested by Section 7.3the Administrative Agent, deliver customary and reasonable opinions of counsel to the Borrower in form and substance, and from counsel, reasonably acceptable to the Administrative Agent, and (iii) take all actions necessary to cause such Lien to be duly perfected to the extent required by such Collateral described Documents in the Guarantee and Collateral Agreement accordance with respect to such new Subsidiaryall applicable Legal Requirements, 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. Subject to the limitations 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 such documents as the Administrative Agent shall reasonably require to confirm the validity, perfection and priority of the Lien of the Collateral Documents against such after‑acquired Properties, all in form, content and scope reasonably satisfactory to the Administrative Agent.

Additional Collateral. With respect The Security Documents shall be in full force and effect on the First Amendment Effective Date, and, in the case of assets of Existing Guarantors, the Collateral Agent on behalf of the Secured Parties shall have a security interest in the Collateral of the type and priority described in each Security Document. All documents and instruments required to any new Subsidiary (other than any Specified Excluded Subsidiary so long as it qualifies) created or acquired create and perfect the Collateral Agent’s security interests in the Collateral held by the Borrower or any Company and each of its Subsidiaries (which shall be deemed to have occurred in the event Company’s domestic subsidiaries that any Specified Excluded Subsidiary ceases to qualify as such, it being understood that such Subsidiaries will not be is required to become a Loan Party under Section 6.8 of the Amended Credit Agreement (each such subsidiary, a “Company Subsidiary Guarantors until such time)Guarantor”) shall have been executed and delivered substantially simultaneously with the initial borrowing of the Tranche B Term Loans but after giving effect to the Acquisition and, promptly if applicable, be in proper form for filing (a) execute and deliver or arrangements reasonably satisfactory to the Administrative Agent and the Collateral Agent shall have been made for the execution, delivery and filing of such amendments documents and instruments substantially concurrently with the consummation of the Acquisition). Notwithstanding anything herein to the Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable to grant contrary, to the Administrative Agent, for extent that any security interest in any Collateral held by the benefit Company and each Company Subsidiary Guarantor that is not or cannot be provided and/or perfected on the First Amendment Effective Date (other than the pledge and perfection of the Lenderssecurity interests in the certificated equity interests of the Company and, to the extent held by any Company Subsidiary Guarantor, each Company Subsidiary Guarantor (in each case to the extent received from Xxxx Group Inc. after commercially reasonable efforts to obtain them on the Amendment Effective Date) and other assets pursuant to which a lien may be perfected solely by the filing of a financing statement under the Uniform Commercial Code or a customary “short form” intellectual property filing with the United States Patent and Trademark Office or the Borrower, as the case may be, a perfected first priority security interest, subject to Liens not prohibited by Section 7.3, in United States Copyright Office (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 Subsidiary to be included in filings by the Borrower with the SEC, and (ii) any Collateral with respect to such new Subsidiary as described in the Guarantee and Collateral Agreementintellectual property filings, (b) deliver solely to the Administrative Agent extent such filings can be provided and/or perfected after the certificatesBorrower’s use of commercially reasonable efforts to do so) after the Borrower’s use of commercially reasonable efforts to do so or without undue burden or expense, if anythen the provision and/or perfection of a security interest in such Collateral shall not constitute a condition to the First Amendment Effective Date, representing such Equity Interests (constituting securities within but instead shall be required to be delivered after the meaning of First Amendment Effective Date in accordance with Section 8-102(a)(15) 6.12 of the New York UCC)Amended Credit Agreement. This paragraph, and any intercompany notes or other instruments evidencing Intercompany Obligations and all other rights and interests constituting Collateralthe provisions herein, together with, as applicable, undated powers, instruments of transfer and endorsements, in blank, executed and delivered by a duly authorized officer of Holdings, the Borrower or such Subsidiary, shall be referred to 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) 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, subject to Liens not prohibited by Section 7.3, 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.“Conditionality Limitation”; and

Additional Collateral. With respect Within two (2) Business Days following the Closing Date, and from time to any new Subsidiary time thereafter, Company shall grant or cause to be granted to the Collateral Agent on behalf of Lenders a valid and perfected First Priority Lien on substantially all tangible and intangible material assets of Company and its Subsidiaries (other than Target and its Subsidiaries) pursuant to the applicable Collateral Documents (adapted appropriately for any Specified Excluded Subsidiary so long as it qualifies) created or acquired by Foreign Subsidiaries). Such Liens shall secure the Borrower or any of its Subsidiaries (which shall be deemed Domestic Obligations and/or the Foreign Obligations to have occurred the extent and in the event that any Specified Excluded Subsidiary ceases to qualify as suchmanner provided in the applicable Collateral Document, it being understood and agreed that the intent of the parties hereto in respect of causing Foreign Subsidiaries (other than Target and its Subsidiaries) to comply with this subsection 6.9A is to avoid any adverse Tax consequence to the Company as a result of such Subsidiaries will not compliance by any such Foreign Subsidiaries, with the determination as to whether any such adverse Tax consequences would result from such transaction to be based on an opinion of counsel to Company in form and substance satisfactory to Company and Administrative Agent. In addition, where the compliance with this subsection 6.9A in respect of a Foreign Subsidiary shall involve excessive costs for Company or such Foreign Subsidiary, Administrative Agent shall consult with Company as to whether such compliance is required to become Subsidiary Guarantors until in all respects. At such time), promptly Company and its Subsidiaries (aother than Target and its Subsidiaries) shall, subject to the previous paragraph, execute and deliver to the Administrative Agent such amendments a Security Agreement and Mortgages in respect of Company and its Subsidiaries granting First Priority Liens in all Collateral purported to be covered thereby (but so that in respect of Foreign Subsidiaries, no Mortgage shall be requested in respect of real property which is not of material value or which would result in material Taxes being paid by the Guarantee relevant Foreign Subsidiary), which Security Agreement and Collateral Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, Mortgages shall be in full force and effect (and all consents of third parties required for the benefit effectiveness or enforceability of the LendersLiens created by such Security Agreement and Mortgages, or including the Borrowerassignment of contract rights, as the case may beshall be obtained), a 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 each document (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 each UCC financing statement 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 Subsidiary to be included in filings by the Borrower with the SEC, and (ii) any Collateral each filing with respect to intellectual property owned by Company and such new Subsidiary as described in the Guarantee and Collateral Agreement, (b) deliver to the Administrative Agent the 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 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) 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, subject to Liens not prohibited by Section 7.3, in the Collateral described in the Guarantee and Collateral Agreement with respect Subsidiaries party to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be Security Agreement required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent.Collateral Agent to be filed, registered or 143

Additional Collateral. With respect The Borrower shall use its best efforts to deliver or cause to be delivered to the Collateral Agent the following items on or before February 1, 2002, and in any new Subsidiary (other than any Specified Excluded Subsidiary so long as it qualifies) created event shall deliver or acquired by cause to be delivered to the Borrower Collateral Agent the following items on or any before the later of its Subsidiaries (which shall be deemed to have occurred in the event that any Specified Excluded Subsidiary ceases to qualify as such, it being understood that such Subsidiaries will not be required to become Subsidiary Guarantors until such time), promptly (a) execute and deliver to February 23, 2002 or (b) the date that Borrower, the Administrative Agent and the Required Lenders have entered into an amendment to this Agreement amending the Consolidated Interest Coverage Ratio and the Consolidated Leverage Ratio to levels which are mutually satisfactory, which amendment may contain such amendments to the Guarantee other terms and Collateral Agreement as the Administrative Agent 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 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 Subsidiary to be included in filings by the Borrower with the SEC, and (ii) any Collateral with respect to such new Subsidiary as described in the Guarantee and Collateral Agreement, (b) deliver to the Administrative Agent the 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 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) 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, subject to Liens not prohibited by Section 7.3, 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 conditions as may be required by the Administrative Agent and the Required Lenders: (i) a Subsidiary Guarantee and Subsidiary Subordination Agreement executed by Kenwood Silver Company, Inc., (ii) instruments in form and substance reasonably satisfactory to the Collateral Agreement Agent pursuant to which Kenwood Silver Company, Inc. shall become a party to the Security Documents granting to the Collateral Agent 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 law Borrower 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 satisfaction of the Collateral Agent to evidence the form of such policies to be delivered with respect to the Mortgages) in standard ALTA form, issued by a title insurance company satisfactory to the Collateral Agent in an amount not less than the amount of the Mortgages (except as the Collateral Agent may be requested otherwise agree), insuring the Mortgages to create valid Liens on the Mortgaged Property with no exceptions which the Collateral Agent shall not have approved in writing, (v) instrument surveys dated within 60 days of delivery of all Mortgaged Property prepared by land surveyors acceptable to the Collateral Agent showing the courses and distances of all boundaries of the Mortgaged Property and the location of all improvements, fences, driveways, encroachments and easements affecting or 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 Borrower's main plant and knife plant in Sherrill, New York and the main plant of Buffalo China, Inc. in Buffalo, New York, (vii) insurance certificates in form satisfactory to the Collateral Agent naming the Collateral Agent a loss payee or mortgagee (as the case may be) with respect to the assets of Kenwood Silver Company, Inc. and the Mortgaged Property, and (viii) such other instruments and documents as the Collateral Agent may reasonably request incidental to any of the foregoing. Provided Borrower, the Administrative AgentAgent and the Required Lenders have entered into a mutually acceptable amendment amending the Consolidated Interest Coverage Ratio and the Consolidated Leverage Ratio, Borrower shall deliver or cause to be delivered to the Collateral Agent the foregoing items as and when they become available, including, without limitation, Mortgages on each parcel comprising the Mortgaged Property without the necessity of waiting until the title insurance policies, surveys and other required documents with respect to all Mortgaged Property shall become available.

Additional Collateral. With respect to (i) any new property acquired after the Closing Date that is intended to be Collateral subject to the Lien created by any of the Collateral Documents but is not so subject (including, without limitation, all Equity Interests held by any Borrower or Subsidiary Guarantor in any newly-formed or acquired Subsidiary (other than any Specified an Excluded Pledge Subsidiary) of ESR OP) and/or (ii) all Equity Interests of a Subsidiary so long as it qualifies) created or acquired by the Borrower or any of its Subsidiaries (which shall be deemed to have occurred in the event Guarantor that any Specified Excluded Subsidiary ceases to qualify as suchbe an Excluded Pledge Subsidiary after the Closing Date, it being understood in each case unless the Exemption Conditions exist at such time with respect to the Subsidiary that is the owner of such Subsidiaries will not be required to become Subsidiary Guarantors until such time)property or Equity Interests, promptly (aand in any event within 30 days after the acquisition 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 Guarantee and relevant Collateral Agreement Documents or such other documents as the Administrative Agent deems shall reasonably deem necessary or advisable to grant to the Administrative Agent, for its benefit and for the benefit of the Lenders, or the Borrower, as the case may beother Secured Parties, a perfected first priority security interest, Lien on such property or Equity Interests subject to no Liens not prohibited by other than Liens permitted under Section 7.37.01(a), and (ii) take all actions necessary to cause such Lien to be duly perfected in (i) accordance with all applicable Laws, including, without limitation, the Equity Interests of such new Subsidiary and all other property delivery 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 certificates representing any Equity Interests of such Subsidiary in excess of the maximum amount of such Equity Interests that could to be included in the Collateral without creating, in connection (together 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 Subsidiary to be included in filings by the Borrower with the SEC, and (ii) any Collateral with respect to such new Subsidiary as described in the Guarantee and Collateral Agreement, (b) deliver to the Administrative Agent the 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 undated stock powers or other instruments evidencing Intercompany Obligations and all other rights and interests constituting Collateral, together with, as applicable, undated powers, appropriate instruments of transfer and endorsements, in blank, executed and delivered in blank by a duly authorized officer of Holdings, the Borrower or holder(s) of such Subsidiary, as the case may be, Equity Interests) and (c) cause such new Subsidiary (i) to deliver an Assumption Agreement with respect 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, subject to Liens not prohibited by Section 7.3, 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 reasonably requested by the Administrative Agent. The Parent and the Borrowers shall otherwise take such actions and execute and/or deliver to the Administrative Agent such documents as the Administrative Agent shall reasonably require to confirm the validity, perfection and priority of the Lien of the Collateral Documents on any such properties or Equity Interests.

Additional Collateral. With respect The Company shall use its best efforts to deliver or cause to be delivered to the Collateral Agent the following items on or before February 1, 2002, and in any new Subsidiary (other than any Specified Excluded Subsidiary so long as it qualifies) created event shall deliver or acquired by cause to be delivered to the Borrower Collateral Agent the following items on or any before the later of its Subsidiaries (which shall be deemed to have occurred in the event that any Specified Excluded Subsidiary ceases to qualify as such, it being understood that such Subsidiaries will not be required to become Subsidiary Guarantors until such time), promptly (a) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent deems necessary February 23, 2002 or advisable to grant to the Administrative Agent, for the benefit of the Lenders, or the Borrower, as the case may be, a 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 the date that the Company and the holders of such Subsidiary at least 66-2/3% in excess of the maximum 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 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 Subsidiary to be included in filings by the Borrower with the SEC, other terms and (ii) any Collateral with respect to such new Subsidiary as described in the Guarantee and Collateral Agreement, (b) deliver to the Administrative Agent the 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 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) 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, subject to Liens not prohibited by Section 7.3, 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 conditions as may be required by the Purchasers: (i) a Subsidiary Guarantee and Subsidiary Subordination Agreement executed by Kenwood Silver Company, Inc., (ii) instruments in form and substance reasonably satisfactory to the Collateral Agreement Agent pursuant to which Kenwood Silver Company, Inc. shall become a party to the Security Documents granting to the Collateral Agent a perfected first priority security interest in or by law or as may be requested pledge of all of its tangible and intangible assets (other than Deposit Accounts), (iii) Mortgages executed by the Administrative Agent.Company 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 satisfaction of the Collateral Agent to evidence the form of such policies to be delivered with respect to the Mortgages) in standard ALTA form, issued by a title insurance company satisfactory to the Collateral Agent in an amount not less than the amount of the 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 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 the Collateral Agent showing the courses and distances of all boundaries of the Mortgaged Property and the location of all improvements, fences, driveways, encroachments and easements affecting or 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 the Company's main plant and knife plant in Sherrill, New York and the main plant of Buffalo China, Inc. in Buffalo, New York, (vii) insurance certificates in form satisfactory to the Collateral Agent naming the Collateral Agent a loss payee or mortgagee (as the case may be) with respect to the assets of Kenwood Silver Company, Inc. and the Mortgaged Property, and (viii) such other instruments and documents as the Collateral Agent may reasonably request incidental to any of the foregoing. Provided the Company 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

Additional Collateral. With respect The Pledgor shall pledge to the Collateral Agent hereunder, immediately upon the acquisition (directly or indirectly) thereof, any new Subsidiary (other than and all shares of stock, membership interests and equity interests of the Issuers or any Specified Excluded Subsidiary so long as it qualifies) created or of their affiliates hereafter acquired by the Borrower or any of its Subsidiaries (which Pledgor. The Pledgor shall be deemed promptly deliver such Collateral to have occurred the Collateral Agent, together with in the event case of securities, a duly executed Pledge Agreement Supplement substantially in the form of Exhibit 3 hereto identifying such additional shares, membership interests or other equity interests which are being pledged, together with certificates representing such additional shares, membership interests or equity interests and such additional writings, including without limitation assignments and duly signed undated stock or equity interests 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 (at the direction of the Required Creditors) shall request. The Pledgor hereby authorizes the Collateral Agent to attach each Pledge Agreement Supplement to this Pledge Agreement and agrees that all shares, membership interests and equity interests listed on any Specified Excluded Subsidiary ceases Pledge Agreement Supplement delivered to qualify as suchthe Collateral Agent shall for all purposes hereunder constitute Pledged Securities. In connection therewith, it being understood that 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 Subsidiaries will not be required to become Subsidiary Guarantors until such time)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 Agreement, promptly (a) execute and deliver to the Administrative Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent deems necessary a revised Exhibit 1 or advisable to grant to the Administrative Agent, for the benefit of the Lenders, or the BorrowerExhibit 2, as the case may be, a perfected first priority security interestlisting the Pledged Securities subject hereto. Exhibit 1 and Exhibit 2 hereto shall be deemed amended and restated by such revised exhibit; provided, subject to Liens not prohibited by Section 7.3however, in (i) that the Equity Interests of such new Subsidiary and all other property failure of the type that would constitute Collateral of Pledgor to deliver such new Subsidiary (including Intercompany Obligations) that are held by Holdings, the Borrower revised exhibits or any of its Subsidiaries, (a) limited in the case of the Equity Interests of Collateral Agent to distribute or attach any Foreign Subsidiary, to 66% of such revised exhibits shall not affect 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 Subsidiary security interest purported to be included in filings by the Borrower with the SEC, and (ii) any Collateral with respect to such new Subsidiary as described in the Guarantee and Collateral Agreement, (b) deliver to the Administrative Agent the 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 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) 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, subject to Liens not prohibited by Section 7.3, 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 Agentgranted hereby.

Additional Collateral. With respect to Each Grantor further agrees that it will, upon obtaining any new Subsidiary (additional Collateral, including, without limitation, any promissory notes, shares of stock, limited partnership interests, general partnership interests, membership interests or other than any Specified Excluded Subsidiary so long as it qualifies) created securities or acquired by the Borrower or any of its Subsidiaries (which shall be deemed to have occurred in the event that any Specified Excluded Subsidiary ceases to qualify as suchinstruments, it being understood that such Subsidiaries will not be required to become Subsidiary Guarantors until such time), promptly (a) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersInvestment Accounts, or the Borrower, as the case may be, a 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 Commercial Tort Claims in excess of the maximum amount thresholds set forth in Section 3.17 above required to be pledged hereunder as provided in Section 4.2 or as provided in the Credit Agreement, promptly (and in any event within thirty (30) days or such other date as the Agent may agree to in its sole discretion) deliver to Agent a Pledge Amendment, duly executed by such Grantor, in substantially the form of Schedule V annexed hereto (a “Pledge Amendment”), in respect of the additional Collateral to be pledged pursuant to this Agreement, duly indorsed by such Grantor and together with an undated stock power duly executed in blank by such Grantor to be held by Agent, if applicable. Each Grantor hereby authorizes Agent or its designee to attach each Pledge Amendment to this Agreement and agrees that all certificates, instruments, Investment Accounts or Commercial Tort Claims listed on any Pledge Amendment delivered to Agent shall for all purposes hereunder be considered Collateral; provided that the failure 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 Grantor to execute 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 Subsidiary to be included in filings by the Borrower with the SEC, and (ii) any Collateral Pledge Amendment with respect to such new Subsidiary as described in the Guarantee and Collateral Agreement, (b) deliver to the Administrative Agent the any additional certificates, if anyinstruments, representing such Equity Interests (constituting securities within Investment Accounts or Commercial Tort Claims pledged pursuant to this Agreement shall not impair the meaning security interest of Section 8-102(a)(15) of Agent therein or otherwise adversely affect 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 remedies of transfer and endorsements, in 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 Agent xxxxxxxxx with respect 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, subject to Liens not prohibited by Section 7.3, 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 Agentthereto.

Additional Collateral. With respect Not later than sixty (60) days (or such longer date as may be reasonably agreed by the Collateral Trustee upon receiving written instruction, advice or concurrence of the Holders of twenty five percent (25%) or more in aggregate principal amount of Notes outstanding provided in accordance with this Indenture, subject to any new Subsidiary (other than any Specified Excluded Subsidiary so long the Collateral Trustee being indemnified and/or secured and/or pre-funded to its satisfaction, as it qualifiesdeems appropriate) created after the acquisition or acquired creation by any Restricted Collateral Subsidiary of any asset (including Intellectual Property but only to the Borrower extent that a first priority perfected Lien would have been required under the terms of the Security Documents granted by Maxeon Solar Pte. Ltd. had such Intellectual Property been registered under the name of Maxeon Solar Pte. Ltd.), except for any asset that constitutes Excluded Assets, that is material to the business or any operations of the Company and its Subsidiaries taken as a whole, which asset would not automatically be subject to the Collateral Trustee’s first priority perfected Lien pursuant to pre-existing Security Documents due to restrictions under applicable laws or regulations, the applicable Restricted Collateral Subsidiary shall, to the extent practicable under applicable law cause such asset to be subject to a first priority perfected Lien (which shall be deemed subject to have occurred Permitted Liens, any limitations required under the applicable law and/or, if applicable, the exclusions set forth in the event that any Specified Excluded Subsidiary ceases to qualify as such, it being understood that such Subsidiaries will not be required to become Subsidiary Guarantors until such timerelevant Security Document(s), promptly (a) execute and deliver to in favor of the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, Trustee for the benefit of the Lenders, Secured Parties and take such actions as shall be necessary or reasonably requested by the Borrower, as the case may be, a perfected Collateral Trustee to grant and perfect or record such first priority security interest, subject to Liens not prohibited by Section 7.3Lien, in (i) each case to the Equity Interests of extent practicable under the applicable law and any such new Subsidiary and all other property documentation memorializing such actions shall be based on the Security Documents in effect at such time; provided that this Section 3.25 shall not apply to the extent such assets are of the type that would constitute Collateral of such new Subsidiary (including Intercompany Obligations) that over which Liens 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 permitted 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 Subsidiary to be included in filings by the Borrower with the SEC, and (ii) any Collateral with respect to such new Subsidiary as described in the Guarantee and Collateral Agreement, (b) deliver to the Administrative Agent the certificates, if any, representing such Equity Interests (constituting securities within the meaning of Section 8-102(a)(15) of the New York UCC3.13(H), and any intercompany notes Section 3.13(K), Section 3.13(L) 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 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) 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, subject to Liens not prohibited by Section 7.3, 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 Agent3.13(BB).

Additional Collateral. With respect In the event that within six months after the Closing Date either (i) Company has not attained a Consolidated Leverage Ratio of less than 3.5 to any new Subsidiary 1.0 or (ii) the Indebtedness outstanding under this Agreement has not been rated Investment Grade by both S&P and Moody's, then Company shall granx xx xxuse to be granted to the Collateral Agent on behalf of Lenders a valid and perfected First Priority Lien on, and mortgages on, substantially all tangible and intangible assets of Company and its Subsidiaries pursuant to the applicable Collateral Documents. At such time, Company and its Subsidiaries (other than any Specified Excluded Subsidiary so long as it qualifiesthe Exempt Subsidiaries) created or acquired by the Borrower or any of its Subsidiaries (which shall be deemed to have occurred in the event that any Specified Excluded Subsidiary ceases to qualify as such, it being understood that such Subsidiaries will not be required to become Subsidiary Guarantors until such time), promptly (a) execute and deliver to the Administrative Agent such amendments Agents (a) one or more supplements to the Guarantee Company Pledge Agreement and Collateral Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, or the BorrowerSubsidiary Pledge Agreements, as the case may be, a perfected first priority security interestgranting First Priority Liens in all intercompany Indebtedness then outstanding which supplements shall be in full force and effect, subject to Liens not prohibited by Section 7.3, in (i) the Equity Interests of such new Subsidiary and all such intercompany Indebtedness shall be duly and validly pledged thereunder (or to the extent not evidenced by any instrument, under the Security Agreement) to Agents for the ratable benefit of Lenders and certificates or other property instruments representing such Indebtedness (to the extent such Indebtedness is evidenced by instruments), accompanied by instruments of the type that would constitute Collateral of such new Subsidiary (including Intercompany Obligations) that are held by Holdingstransfer endorsed in blank, the Borrower or any of its Subsidiaries, (a) limited in the case of the Equity Interests of any Foreign Subsidiary, shall be provided to 66% of the total outstanding Equity Interests of such Foreign Subsidiary and Agents; (b) excluding any Equity Interests the Security Agreement granting First Priority Liens in all Collateral purported to be covered thereby which Security Agreement shall be in full force and effect (and all consents of such Subsidiary in excess third parties required for the effectiveness or enforceability 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 Subsidiary to be included in filings Liens created by the Borrower with Security Agreement, including the SECassignment of contract rights, shall be obtained), and each document (ii) any Collateral including each UCC financing statements and each filing with respect to intellectual property owned by Company and such new Subsidiary as described in the Guarantee and Collateral Agreement, (b) deliver Subsidiaries party to the Administrative Security Agreement) required by law or reasonably requested by Collateral Agent the certificatesto be filed, if any, representing such Equity Interests (constituting securities within the meaning registered or recorded in order to create in favor 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 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) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a valid, legal and perfected first priority security interest, First Priority Lien on the Collateral subject to Liens the Security Agreement (subject to any Lien expressly permitted thereby) shall be so filed, registered or recorded and evidence thereof delivered to Agents; (c) Mortgages in favor of Collateral Agent in real property owned by Company and such Subsidiaries (the "Mortgaged Properties") which Mortgages shall be in full force and effect, and (i) each of such Mortgaged Properties shall not prohibited be subject to any Lien other than those expressly permitted under the applicable Mortgage, (ii) each such Mortgage shall be filed and recorded in the recording office as specified by Section 7.3Agents, and, in the Collateral described in the Guarantee connection therewith, Agents shall receive evidence satisfactory to them of each such filing and Collateral Agreement with respect to recordation and (iii) Agents shall have received such new Subsidiaryother documents, including the filing a policy or policies of Uniform Commercial Code financing statements in title insurance issued by a nationally recognized title insurance company, together with such jurisdictions as may be required by the Guarantee endorsements, coinsurance and Collateral Agreement or by law or reinsurance as may be requested by Agents, insuring the Mortgages as valid first Liens on such Mortgaged Properties, free of Liens other than those expressly permitted under such Mortgage, together with such surveys, abstracts, appraisals, environmental reports and legal opinions required to be furnished pursuant to the terms of the Mortgage or as reasonably requested by Agents and (d) Assignments of Rent and Leases granting First Priority Liens in all Collateral purported to be covered thereby which Assignment of Rents and Leases shall be in full force and effect (and all consents of third parties required for the effectiveness or enforceability of the Liens created hereunder shall be obtained). Agents shall receive consents from each person required under the terms of any agreement to which Company and its Subsidiaries shall be party to consent to the assignment pursuant to the Security Agreement of the rights of Company and such Subsidiaries under such agreement in order for such assignment to be effective which consents shall be executed and delivered in form and substance satisfactory to Agents. Agents may request such other certificates, instruments and opinions as Agents may reasonably believe necessary to confirm the Liens required to be granted under this subsection 6.9A. Administrative AgentAgent shall also have received a copy of, or a certificate as to coverage under, the insurance policies required by applicable provisions of the Security Documents, each of which shall be endorsed or otherwise amended to include a "standard" or "New York" lender's loss payable endorsement and to name Collateral Agent as additional insured, in form and substance satisfactory to Agents.

Additional Collateral. (a) With respect to any new Person that, subsequent to the Effective Date, becomes a Domestic Subsidiary (other than any Specified Excluded Subsidiary so long as it qualifiesa Credit Card Subsidiary) created or acquired by the Borrower or any of its Subsidiaries promptly: (which shall be deemed to have occurred in the event that any Specified Excluded Subsidiary ceases to qualify as such, it being understood that such Subsidiaries will not be required to become Subsidiary Guarantors until such time), promptly (ai) execute and deliver to the Administrative Agent a new pledge agreement or such amendments to the Guarantee and Collateral Master Security Agreement as the Administrative Agent deems shall deem necessary or advisable to grant to the Administrative Agent, for Agent a Lien on the benefit of the Lenders, or the Borrower, as the case may be, a perfected first priority security interest, subject to Liens not prohibited by Section 7.3, in (i) the Equity Interests Capital Stock of such new Domestic Subsidiary and all other property of the type that would constitute Collateral of such new Subsidiary (including Intercompany Obligations) that are held which is owned 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 Subsidiary to be included in filings by the Borrower with the SEC, and (ii) any Collateral with respect to such new Subsidiary as described in the Guarantee and Collateral Agreement, (b) deliver to the Administrative Agent the certificates, if any, certificates 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 CollateralCapital Stock, together with, as applicable, with undated powers, instruments of transfer and endorsements, in blank, stock powers executed and delivered in blank by a duly authorized officer of Holdingsthe pledgor thereof, the Borrower or such Subsidiary, as the case may be, and (ciii) cause such new Domestic Subsidiary (iA) to deliver an Assumption Agreement with respect become a party to the Guarantee and Collateral Master Security Agreement and if, applicable, a Mortgage, in each case pursuant to documentation which is in form and substance satisfactory to the Administrative Agent, and (iiB) to take such all actions reasonably deemed necessary or advisable to grant to by the Administrative Agent for to cause the benefit of Lien created by the Lenders a Master Security Agreement and, if applicable, the Mortgage, to be duly perfected first priority security interest, subject (to Liens not prohibited by Section 7.3, the extent contemplated therein and in the Collateral described other Loan Documents) in the Guarantee and Collateral Agreement accordance with respect to such new Subsidiaryall applicable Requirements of Law, including including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required requested by the Guarantee Administrative Agent (it being agreed that for any such Domestic Subsidiary that is not a debtor-in-possession, no action shall be required pursuant to this clause (iii) to perfect a Lien in assets that would not constitute UCC Filing Collateral or in assets constituting UCC Filing Collateral if such perfection relates to assets constituting UCC Filing Collateral with an aggregate book value of less than $2,500,000) and Collateral Agreement or by law or as may be (iv) with respect to assets of any such Domestic Subsidiary with a book value in excess of $2,500,000 that are perfected under the laws of any jurisdiction, 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.

Additional Collateral. With respect The Company and each Guarantor shall grant to the Collateral Trustee a first priority security interest in all Shared Collateral (subject to Permitted Liens), whether owned on the date hereof or hereafter acquired, and shall execute and deliver all documents and shall take all actions reasonably necessary to perfect and protect such security interest in favor of the Collateral Trustee (including, without limitation, the delivery of any new Subsidiary applicable foreign pledge, control agreement, mortgage, title insurance policy, title survey, evidence of flood insurance or legal opinion), subject to the terms of the Intercreditor Agreement (other than any Specified Excluded Subsidiary so long as it qualifiesif then in effect) created or acquired by and the Borrower or any of its Subsidiaries (which shall be deemed to have occurred in applicable Security Documents. In the event that the Company or any Specified Excluded Subsidiary ceases to qualify Guarantor acquires any interest in real property having a fair market value (as such, it being understood that reasonably determined by the Company) of more than $500,000 in the aggregate and such Subsidiaries will interest has not be required to become Subsidiary Guarantors until such time), promptly (a) execute and deliver otherwise been made subject to the Administrative Agent such amendments to Lien of the Guarantee and Security Documents in favor of Collateral Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative AgentTrustee, for the benefit of the LendersHolders of Notes and the holders of other Shared Lien Obligations (if any), then the Company or the Borrowersuch Guarantor, as the case may beapplicable, a perfected first priority security interestshall use commercially reasonable efforts to, subject to Liens not prohibited by Section 7.3within 60 days (or, 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 real property located outside of the Equity Interests Xxxxxx Xxxxxx, 000 days) after such acquisition, take all such actions and execute and deliver, or cause to be executed and delivered, all such customary mortgages, documents, instruments, agreements, opinions, title insurance policies, title surveys, evidence of any Foreign Subsidiaryflood insurance and certificates or, to 66% the extent that any Priority Lien Obligations are incurred, substantially similar to such mortgages, documents, instruments, agreements, opinions, title insurance policies, title surveys, evidence of floor insurance and certificates as are executed and/or delivered to the Priority Lien Collateral Agent (or such other representative of the total outstanding Equity Interests holders of such Foreign Subsidiary and (bPriority Lien Obligations) 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 incurrence of such Subsidiary Priority Lien Obligations or otherwise, to be included create in filings by the Borrower with the SEC, and (ii) any Collateral with respect to such new Subsidiary as described in the Guarantee and Collateral Agreement, (b) deliver to the Administrative Agent the certificates, if any, representing such Equity Interests (constituting securities within the meaning of Section 8-102(a)(15) favor of the New York UCC)Collateral Trustee, 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 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) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders Holders of Notes and the holders of other Shared Lien Obligations (if any), a valid and, subject to any filing and/or recording required in connection therewith, perfected first priority security interest, subject to Liens not prohibited by Section 7.3interest (subject, in the case of priority only, to Permitted Liens) in such interest in real property. In addition to the foregoing, the Company and each Guarantor shall deliver to the Collateral described Trustee such appraisals as are required by law or regulation of any interest in the Guarantee and Collateral Agreement real property with respect to which the Collateral Trustee has been granted a Lien. Notwithstanding anything to the contrary hereunder, no action needs to be taken hereunder with respect to any Collateral (or any asset of a Guarantor that would constitute Collateral if such new Subsidiary, including action were taken) if the filing Board of Uniform Commercial Code financing statements Directors of the Company and the Priority Lien Collateral Agent determine in good faith that the cost to effectuate such jurisdictions as may be required by perfected Liens shall exceed the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agentvalue of such Collateral.

Additional Collateral. With respect to any new Subsidiary (other than any Specified Excluded Subsidiary so long as it qualifies) created or acquired by the Borrower or any of its Subsidiaries (which shall be deemed to have occurred in In the event that BSL Holdings-T, LLC forms any Specified Excluded Subsidiary ceases Unencumbered Loans SPV, then BSL Holdings-T, LLC shall promptly, but in no event later than thirty (30) days following the formation of such Unencumbered Loan SPV (and prior to qualify as such, it being understood that the inclusion of any Unencumbered Loan owned by such Subsidiaries will not be required to become Subsidiary Guarantors until such timeUnencumbered Loan SPV in the Borrowing Base), promptly (a) take all such actions and execute and deliver deliver, or cause to be executed and delivered, all such documents, instruments, agreements, opinions and certificates (including, if applicable, stock certificates and appropriate instruments of transfer executed in blank), including those which are similar to those described in Sections 3.1(c) with respect to the Administrative Equity Interests of BSL Holdings-T, LLC that Collateral Agent such amendments shall reasonably request to the Guarantee and create in favor of Collateral Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, or the Borrower, as the case may beSecured Parties, a perfected first priority security interestvalid and, subject to Liens not prohibited by Section 7.3any filing and/or recording referred to herein, 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 perfected First Priority Lien on 100% of the Equity Interests of in such Unencumbered Loan SPV. Without limiting the foregoing, in the event that any Foreign SubsidiaryCredit Party acquires any other property or asset (including, to 66% of the total outstanding Equity Interests of such Foreign Subsidiary and (b) excluding without limitation, any Equity Interests of any Subsidiary) that is required to become Collateral and such Subsidiary in excess interest has not otherwise been made subject to the Lien of the maximum amount Collateral Documents in favor of Collateral Agent, for the benefit 86 Credit and Guaranty Agreement of Secured Parties, then such Credit Party shall promptly, but in no event later than thirty (30) days following the acquisition of such Equity Interests that could be included in the Collateral without creatingproperty or assets, in connection with the pledge thereof under any class of debt securities that is secured on a pari passu basis with the Obligationstake all such actions and execute and deliver, a requirement pursuant to Rule 3-16 of Regulation S-X under the Securities Act for separate financial statements of such Subsidiary or cause to be included executed and delivered, all such documents, instruments, agreements, opinions and certificates (including, if applicable, stock certificates and appropriate instruments of transfer executed in filings by the Borrower with the SECblank), and (iiincluding those which are similar to those described in Sections 3.1(c) any Collateral with respect to such new Subsidiary as described property or asset that Collateral Agent shall reasonably request to create in the Guarantee and favor of Collateral AgreementAgent, (b) deliver to the Administrative Agent the 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 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) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders Secured Parties, a perfected first priority security interestvalid and, subject to Liens not prohibited by Section 7.3any filing and/or recording referred to herein, perfected First Priority Lien on such property or asset, in the Collateral described in the Guarantee and Collateral Agreement with respect each case, subject 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 AgentQualified Permitted Liens.

Additional Collateral. With respect to any new Subsidiary Marley Station (other than any Specified Excluded Subsidiary so long 59003) The related Mortgage Loan documents may add as it qualifies) created or acquired by the Borrower or any of its Subsidiaries (which shall be deemed to have occurred in the event that any Specified Excluded Subsidiary ceases to qualify as such, it being understood that such Subsidiaries will not be required to become Subsidiary Guarantors until such time), promptly (a) execute and deliver collateral to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit lien of the Lenders, or related security instrument and the Borrower, as the case may be, a perfected first priority security interest, subject to Liens not prohibited by Section 7.3, in related Mortgage Loan documents (i) real property that is contiguous to the Equity Interests of such new Subsidiary related Mortgaged Property 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, is used in connection with the pledge thereof under any class of debt securities that is secured on a pari passu basis related Mortgaged Property together with the Obligationsimprovements located thereon and other appurtenant rights associated therewith, a requirement pursuant to Rule 3-16 of Regulation S-X under the Securities Act for separate financial statements of such Subsidiary to be included in filings by the Borrower with the SEC, and (ii) any Collateral with respect to such new Subsidiary the "Macy's Parcel" (as described defined in the Guarantee related Mortgage Loan documents) and/or the "Hecht Parcel" (as defined in the rexxxxx Mortgage Loan documents) (if the Macy's Parcel or the Hecht Parcel has been previously rexxxxxd from the lien of the related security instrument) or (iii) the improvements located on the Macy's Parcel and/or the Hecht Parcel (the "Additional Property"), subject to certain conditions, including but not limited to: (a) delivery of evidence to the mortgagee that all requirements of and Collateral Agreement, obtained all approvals required under any related leases and any reciprocal easement agreements have been obtained and the Additional Property transactions will not violate any of the provisions of any Leases or any reciprocal easement agreements; (b) deliver to the Administrative Agent the certificates, if any, representing such Equity Interests (constituting securities within the meaning no Event of Section 8-102(a)(15) of the New York UCC), Default will has occurred 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 blank, executed and delivered by a duly authorized officer of Holdings, the Borrower or such Subsidiary, as the case may be, and is continuing; (c) cause such new Subsidiary creation of a valid and enforceable liens upon the Additional Property in favor of mortgagee; (id) to deliver an Assumption Agreement with respect delivery to the Guarantee mortgagee of an updated Title Insurance policy, survey, certificates of insurance, physical conditions or engineering report and Collateral Agreement environmental reports acceptable to the mortgagee; (e) delivery to the mortgagee of various opinions including, but not limited to, an update of the non-consolidation opinion indicating that the addition does not affect the opinions set forth therein and an opinion of counsel acceptable to the rating agencies that the Addition does not constitute a "significant modification" of the Loan under Section 1001 of the Code or otherwise cause a tax to be imposed on a "prohibited transaction" by any REMIC Trust; and (iif) to take such actions necessary or advisable to grant delivery to the Administrative Agent for mortgagee of a certified copy of an amendment to the benefit related Management Agreement reflecting the addition of the Lenders Additional Property as a perfected first priority security interest, subject to Liens not prohibited by Section 7.3, 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 Agentproperty managed pursuant thereto.

Additional Collateral. With respect to If at any new Subsidiary time during any Collateral Period Aggregate Usage exceeds Consolidated Net Tangible Assets (other than any Specified Excluded Subsidiary so long as it qualifies) created or acquired by the Borrower or any of its Subsidiaries (which shall be deemed to have occurred in the event that any Specified Excluded Subsidiary ceases to qualify as such, it being understood that such Subsidiaries will not be required to become Subsidiary Guarantors until such time“Additional Collateral Event”), promptly then (a) execute the Borrower shall promptly notify the Agent thereof, (b) if requested by the Agent in its sole discretion, the Borrower shall, and deliver shall cause its Subsidiaries to, xxxxx x xxxx in such property (real and personal, tangible and intangible, including, without limitation, capital stock of Subsidiaries) as the Agent may reasonably request (subject to applicable legal and contractual restrictions) pursuant to one or more security agreements, pledge agreements, mortgages, deeds of trust and other documents, agreement or instruments in form and substance reasonably satisfactory to the Administrative Agent and (c) deliver such amendments other documents, agreements and instruments as the Agent may reasonably request in connection with the foregoing, including, without limitation, real estate title insurance policies, surveys, environmental reports, landlord’s waivers, stock certificates and related undated stock powers executed in blank, certified resolutions and other organizational and authorizing documents, favorable opinions of counsel, all in form and substance reasonably satisfactory to the Guarantee Agent. The Agent and the Banks agree that upon the occurrence of an Additional Collateral Agreement as Event, the Administrative Agent deems necessary or advisable to grant to and the Administrative Agent, for the benefit of the Lenders, or the Borrower, as the case may be, a perfected first priority security interest, subject to Liens not prohibited by Section 7.3, in Banks (i) will require the Equity Interests of Borrower and its Subsidiaries to xxxxx x xxxx in such new Subsidiary property only as is, in the Agent’s reasonable judgment, necessary to cause the Aggregate Usage to be sufficiently collateralized (after taking into account any other Debt that shares in the collateral) as reasonably determined by the Agent, (ii) will not require the Borrower and all its Subsidiaries to xxxxx x xxxx in any property other property than accounts receivable if the accounts receivable of the type Borrower and its Subsidiaries can sufficiently collaterize the Aggregate Usage (after taking into account any other Debt that would constitute Collateral of such new Subsidiary shares in the collateral) as reasonably determined by the Agent and (including Intercompany Obligationsiii) that are held by Holdings, will not require the Borrower and its Subsidiaries to xxxxx x xxxx on the assets of any Foreign Subsidiary or any of its Subsidiaries, to pledge more than sixty-five percent (a65%) limited in the case of the Equity Interests stock 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 Subsidiary to be included in filings by the Borrower with the SEC, and (ii) any Collateral with respect to such new Subsidiary as described in the Guarantee and Collateral Agreement, (b) deliver to the Administrative Agent the 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 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) 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, subject to Liens not prohibited by Section 7.3, 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.

Additional Collateral. With respect Not later than sixty (60) days (or such longer date as may be reasonably agreed by the Collateral Trustee upon receiving written instruction, advice or concurrence of the Holders of twenty five percent (25%) or more in aggregate principal amount of Notes outstanding provided in accordance with this Indenture, subject to any new Subsidiary (other than any Specified Excluded Subsidiary so long the Collateral Trustee being indemnified and/or secured and/or pre-funded to its satisfaction, as it qualifiesdeems appropriate) created after the acquisition or acquired creation by any Restricted Collateral Subsidiary of any asset (including Intellectual Property but only to the Borrower extent that a second priority perfected Lien would have been required under the terms of the Notes Security Documents granted by Maxeon Solar Pte. Ltd. had such Intellectual Property been registered under the name of Maxeon Solar Pte. Ltd.), except for any asset that constitutes Excluded Assets, that is material to the business or any operations of the Company and its Subsidiaries taken as a whole, which asset would not automatically be subject to the Collateral Trustee’s second priority perfected Lien pursuant to pre-existing Notes Security Documents due to restrictions under applicable laws or regulations, the applicable Restricted Collateral Subsidiary shall, to the extent practicable under applicable law cause such asset to be subject to a second priority perfected Lien (which shall be deemed subject to have occurred the Priority Liens, any lien permitted under the Priority Lien Debt Documents, and any limitations required under the applicable law and/or, if applicable, the exclusions set forth in the event that any Specified Excluded Subsidiary ceases to qualify as such, it being understood that such Subsidiaries will not be required to become Subsidiary Guarantors until such timerelevant Notes Security Document(s), promptly (a) execute and deliver to in favor of the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, Trustee for the benefit of the Lenders, Notes Secured Parties and take such actions as shall be necessary or reasonably requested by the Borrower, as the case may be, a perfected first Collateral Trustee to grant and perfect or record such second priority security interest, subject to Liens not prohibited by Section 7.3Lien, in (i) each case to the Equity Interests of extent practicable under the applicable law; provided that this Section 3.18 shall not apply to the extent such new Subsidiary and all other property assets are of the type over which Liens are permitted under Section 3.12(G) and Section 3.12(K); provided further that would constitute the applicable Restricted Collateral of Subsidiary shall be required to cause such new Subsidiary asset to be subject to a second priority perfected Lien (including Intercompany Obligations) that are held by Holdingssubject to the Priority Lien, any lien permitted under the Priority Lien Debt Documents, any limitations required under the applicable law, the Borrower or any of its Subsidiaries, (a) limited exclusions set forth in the case relevant Notes Security Document(s), if applicable, the terms of the Equity Interests of any Foreign Subsidiary, to 66% Indenture and/or the terms of the total outstanding Equity Interests of such Foreign Subsidiary and (bIntercreditor Agreement) excluding any Equity Interests of such Subsidiary in excess favor 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 Subsidiary to be included in filings by the Borrower with the SEC, and (ii) any Collateral with respect to such new Subsidiary as described in the Guarantee and Collateral Agreement, (b) deliver to the Administrative Agent the 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 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) to take such actions necessary or advisable to grant to the Administrative Agent Trustee for the benefit of the Lenders a perfected first priority security interest, subject to Liens not prohibited by Section 7.3, in the Collateral described in the Guarantee and Collateral Agreement with respect to Notes Secured Parties and/or take such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions actions as may shall be required by the Guarantee and Collateral Agreement necessary or by law or as may be reasonably requested by the Administrative AgentCollateral Trustee to grant and perfect or record such second priority Lien, in each case to the extent practicable under the applicable law, pursuant to this Section 3.18, only if any such asset becomes part of the collateral securing the Priority Lien Secured Obligations.

Additional Collateral. With respect On or before March 2, 2001, the --------------------- Borrower shall grant or cause to any new Subsidiary (other than any Specified Excluded Subsidiary so long as it qualifies) created or acquired by the Borrower or any of its Subsidiaries (which shall be deemed to have occurred in the event that any Specified Excluded Subsidiary ceases to qualify as such, it being understood that such Subsidiaries will not be required to become Subsidiary Guarantors until such time), promptly (a) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable to grant granted to the Administrative Agent, for the pro rata benefit of the Lenders, or the Borrower, as the case may beBanks, a perfected first priority security interest, subject to Liens not prohibited Lien on (a) all real and personal property owned 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 Guarantor in which a Lien has not been granted previously to the Administrative Agent, including without limitation all real property located in Carrollton, Texas and (b) all stock of its each of the Foreign Subsidiaries, (a) limited provided that in the case event Borrower demonstrates to the satisfaction of Agent that the pledge of the Equity Interests stock of any Foreign SubsidiarySubsidiary will result in significant adverse tax consequences to Borrower, to 66% the pledge of the total outstanding Equity Interests voting stock of such Foreign Subsidiary and (b) excluding any Equity Interests shall be limited to 65% of such Subsidiary in excess of the maximum amount of such Equity Interests that could be included in the Collateral without creating, in voting stock. In connection with the pledge thereof under any class of debt securities that is secured foregoing, on a pari passu basis with or before March 2, 2001, the Obligations, a requirement pursuant to Rule 3-16 of Regulation S-X under the Securities Act for separate financial statements of such Subsidiary Borrower shall execute and deliver or cause to be included in filings by the Borrower with the SEC, executed and (ii) any Collateral with respect to such new Subsidiary as described in the Guarantee and Collateral Agreement, (b) deliver delivered to the Administrative Agent appropriate security documents and other documents and instruments, all in form and substance satisfactory to the 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 blank, executed and delivered by a duly authorized officer of Holdings, the Borrower or such SubsidiaryAdministrative Agent, as the case may beAdministrative Agent in its sole discretion deems necessary or desirable to create, evidence, preserve, and (c) perfect its Liens in such property, and shall deliver or cause such new Subsidiary (i) to deliver an Assumption Agreement with respect to the Guarantee and Collateral Agreement and (ii) to take such actions necessary or advisable to grant be delivered to the Administrative Agent for such information regarding such property as the benefit of the Lenders a perfected first priority security interest, subject to Liens not prohibited by Section 7.3, Administrative Agent in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiaryits sole discretion deems necessary or desirable, including the filing without limitation pledge agreements, deeds of trust, mortgages, assignments, Uniform Commercial Code financing statements in statements, original stock certificates, stock transfer powers, legal opinions, corporate and partnership documents and certificates, title commitments, title policies, appraisals, environmental assessments, surveys, flood plain certification, and such jurisdictions other documents and information as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative AgentAgent may require in connection with such property and Liens.

Additional Collateral. With respect to Each Grantor further agrees that it will, upon obtaining any new Subsidiary (additional promissory notes, shares of stock, limited partnership interests, general partnership interests, membership interests or other than any Specified Excluded Subsidiary so long as it qualifies) created securities or acquired by the Borrower instruments or any of its Subsidiaries (which shall be deemed to have occurred in the event that any Specified Excluded Subsidiary ceases to qualify as such, it being understood that such Subsidiaries will not be required to become Subsidiary Guarantors until such time), promptly (a) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent 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 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 Commercial Tort Claims in excess of the maximum amount of such Equity Interests that could thresholds set forth in Section 3.16 above required to be included pledged hereunder as provided in Section 4.2 or as provided 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 Subsidiary to be included in filings by the Borrower with the SEC, and (ii) any Collateral with respect to such new Subsidiary as described in the Guarantee and Collateral Credit Agreement, promptly (band in any event within five (5) Business Days) deliver to Agent a Pledge Amendment, duly executed by such Grantor, in substantially the Administrative Agent form of Schedule III annexed hereto (a “Pledge Amendment”), in respect of the additional certificates, if anyinstruments or Commercial Tort Claims to be pledged pursuant to this Agreement. Each Grantor hereby authorizes Agent or its designee to attach each Pledge Amendment to this Agreement and agrees that all certificates, representing such Equity Interests (constituting securities within instruments or Commercial Tort Claims listed on any Pledge Amendment delivered to Agent or, at any time the meaning of Section 8-102(a)(15) of Revolving Debt or the New York UCC)Existing First Lien Debt is outstanding, and any intercompany notes subject to an Approved Intercreditor Agreement, to the agent under the Permitted RBL Credit Agreement or other instruments evidencing Intercompany Obligations and all other rights and interests constituting Collateral, together withthe Existing Agent, as applicable, undated powers, instruments shall for all purposes hereunder be considered Collateral; provided that the failure of transfer and endorsements, in blank, executed and delivered by such Grantor to execute 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 Pledge Amendment with respect to any additional certificates, instruments or Commercial Tort Claims pledged pursuant to this Agreement shall not impair the Guarantee security interest of Agent therein or otherwise adversely affect the rights and Collateral Agreement and (ii) to take such actions necessary or advisable to grant to the Administrative remedies of Agent for the benefit of the Lenders a perfected first priority security interest, subject to Liens not prohibited by Section 7.3, in the Collateral described in the Guarantee and Collateral Agreement hereunder 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 Agentthereto.

Additional Collateral. With respect Upon the request of the Collateral Agent and at the expense of the Company, (i) within five (5) days after such request, to any new Subsidiary furnish the Collateral Agent a description of the real and personal properties of the Credit Parties and the Subsidiaries, including partnership interests, stocks, securities, contract rights and other property that the Credit Parties obtain, directly or indirectly, after the First Note Closing Date and specifically including the option of the Company to repurchase Tower 45 from Itochu Corporation, when and if the Company has such option, in detail reasonably satisfactory to the Collateral Agent, (other than any Specified Excluded Subsidiary so long as it qualifiesii) created or acquired by the Borrower or any of its Subsidiaries within ten (which shall be deemed to have occurred in the event that any Specified Excluded Subsidiary ceases to qualify as such10) business days after such request, it being understood that such Subsidiaries will not be required to become Subsidiary Guarantors until such time), promptly (a) duly execute and deliver to the Administrative Collateral Agent such amendments mortgages, pledges, assignments and other security agreements, as specified by and in form and substance reasonably satisfactory to the Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for securing payment of all the benefit of Obligations under this Agreement and the Lenders, or the Borrower, as the case may be, a perfected first priority security interest, subject to Related Documents and constituting Liens not prohibited by Section 7.3, in (i) the Equity Interests of on all such new Subsidiary and all other property of the type that would constitute Collateral of such new Subsidiary (including Intercompany Obligations) that are properties held by Holdingsthe Credit Parties, (iii) within thirty (30) days after such request, take whatever reasonable action (including, without limitation, the Borrower or any recording of its Subsidiariesmortgages, (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 Subsidiary to be included in filings by the Borrower with the SEC, and (ii) any Collateral with respect to such new Subsidiary as described in the Guarantee and Collateral Agreement, (b) deliver to the Administrative Agent the 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 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) 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, subject to Liens not prohibited by Section 7.3, 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 statements, the giving of notices and the endorsement of notices on title documents) as may be required necessary or advisable in the reasonable opinion of the Investors to vest in the Collateral Agent (or in any representative of the Collateral Agent designated by it) valid and subsisting Liens on the assets purported to be subject to the security agreements delivered pursuant to this Section 9.15, enforceable against all third parties in accordance with their terms, and (iv) within forty-five (45) days after such request, deliver to the Collateral Agent a signed copy of a favorable opinion of counsel for the Company, addressed to the Collateral Agent and the Investors and acceptable to the Investors, as to the matters contained in clause (iii) above, as to such security agreements being legal, valid and binding obligations of the Credit Parties enforceable in accordance with their terms and as to such other matters as the Investors may reasonably request. Not by way of limitation of any other provisions hereof (including without limitation Section 7.4(c)), each of the Credit Parties shall use reasonable efforts to cause all direct or indirect interests in the Retail Properties that are held directly or indirectly by the Guarantee REIT Sponsors which are not subject to restrictions on transfer under the organizational documents pursuant to which such interests were issued to be contributed to the Operating Partnership and pledged as collateral to the Collateral Agreement or by law or as may be requested by Agent no later than the Administrative AgentSecond Note Closing Date.

Additional Collateral. With respect to any new Each Significant Subsidiary (other than any Specified Excluded Subsidiary so long as it qualifies) created which is formed or acquired by after the Borrower or any of its Subsidiaries Additional Collateral Trigger Date and each Subsidiary which becomes a Significant Subsidiary after the Additional Collateral Trigger Date shall: (which shall be deemed to have occurred in the event that any Specified Excluded Subsidiary ceases to qualify as such, it being understood that such Subsidiaries will not be required to become Subsidiary Guarantors until such time), promptly (ai) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent 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 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 Subsidiary to be included in filings by the Borrower with the SEC, and (ii) any Collateral with respect to such new Subsidiary as described in the Guarantee and Collateral Agreement, (b) deliver to the Administrative Agent the 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 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) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected Additional Collateral Documents in form and substance satisfactory to the Administrative Agent, including without limitation Security Agreements, Patent, Trademark and Copyright Security Agreements, and Mortgages necessary to grant first priority perfected liens and security interest, interests (subject only to Permitted Liens) in favor of the Lenders in the following assets of the such Significant Subsidiary (subject to the discretion of the Administrative Agent to exclude any of the following assets from the Additional Collateral in the event that the taking of Liens not upon such assets is impractical, prohibited by Section 7.3, law or commercially unreasonable in the Collateral described Administrative Agent's judgment): accounts, inventory, furniture, fixtures, improvements, as-extracted collateral, general intangibles, coal supply agreements, other material contracts, coal reserves, mineral rights, the NRP Interests, any material Property of any such Significant Subsidiary and any other assets of any such Significant Subsidiary as the Administrative Agent in the Guarantee and Collateral Agreement its sole discretion may request, (ii) deliver opinions of legal counsel, with respect to such new Significant Subsidiary, including opinions of local counsel in each applicable jurisdiction, as such opinions may be reasonably required by the filing Administrative Agent and with such opinions to be satisfactory in form, scope and substance to the Administrative Agent in its reasonable discretion, (ii) Additional Indemnity Agreements, (iii) Landlord Waivers, and (iv) title commitments or title reports with respect to any Property of Uniform Commercial Code financing statements in such jurisdictions Significant Subsidiary which is subject to any Mortgage evidencing that such Property is free and clear of any and all defects and encumbrances whatsoever and is subject only to such exceptions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested approved in writing by the Administrative Agent.

Additional Collateral. With respect The Company and each Guarantor shall grant to the Collateral Trustee a first priority security interest in all Collateral (subject to Permitted Liens), whether owned on the date hereof or hereafter acquired, and shall execute and deliver all documents and shall take all actions reasonably necessary to perfect and protect such security interest in favor of the Collateral Trustee (including, without limitation, the delivery of any new Subsidiary applicable foreign pledge, control agreement, mortgage, title insurance policy, title survey, evidence of flood insurance or legal opinion), subject to the terms of the Intercreditor Agreement (other than any Specified Excluded Subsidiary so long as it qualifies) created or acquired by the Borrower or any of its Subsidiaries (which shall be deemed to have occurred if then in effect). In the event that the Company or any Specified Excluded Subsidiary ceases to qualify as such, it being understood that Guarantor acquires any interest in real property and such Subsidiaries will interest has not be required to become Subsidiary Guarantors until such time), promptly (a) execute and deliver otherwise been made subject to the Administrative Agent such amendments to Lien of the Guarantee and Security Documents in favor of Collateral Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative AgentTrustee, for the benefit of the LendersHolders of Notes and the holders of other Shared Lien Obligations (if any), then the Company or such Guarantor, as applicable, shall promptly take all such actions and execute and deliver, or cause to be executed and delivered, all such customary mortgages, documents, instruments, agreements, opinions, title insurance policies, title surveys, evidence of flood insurance and certificates or, to the Borrowerextent that any Priority Lien Obligations are incurred, substantially similar to such mortgages, documents, instruments, agreements, opinions, title insurance policies, title surveys, evidence of floor insurance and certificates as are executed and/or delivered to the case may be, a perfected first priority security interest, subject to Liens not prohibited by Section 7.3, in Priority Lien Collateral Agent (i) the Equity Interests of or such new Subsidiary and all other property representative of the type that would constitute Collateral holders of such new Subsidiary (including Intercompany Priority Lien 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 incurrence of such Subsidiary Priority Lien Obligations or otherwise, to be included create in filings by the Borrower with the SEC, and (ii) any Collateral with respect to such new Subsidiary as described in the Guarantee and Collateral Agreement, (b) deliver to the Administrative Agent the certificates, if any, representing such Equity Interests (constituting securities within the meaning of Section 8-102(a)(15) favor of the New York UCC)Collateral Trustee, 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 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) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders Holders of Notes and the holders of other Shared Lien Obligations (if any), a valid and, subject to any filing and/or recording required in connection therewith, perfected first priority security interest, subject to Liens not prohibited by Section 7.3interest (subject, in the case of priority only, to Permitted Liens) in such interest in real property. In addition to the foregoing, the Company and each Guarantor shall deliver to the Collateral described Trustee such appraisals as are required by law or regulation of any interest in the Guarantee and Collateral Agreement real property with respect to such new Subsidiary, including which 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 AgentTrustee has been granted a Lien.

Additional Collateral. With (a) 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 the Borrower and the Eligible Guarantors other than as set forth on Schedule 5.19. Accordingly, with respect to assets acquired after the Effective Date that are intended to be subject to the Lien created by any new Subsidiary of the Security Documents but which are not so subject (other than any Specified Excluded Subsidiary so long as it qualifiesassets described in paragraph (b) created or acquired of this subsection), the Borrower and the Eligible Guarantors shall, from time to time (and, in any event, (x) within 30 days after the request by the Borrower or any of its Subsidiaries Collateral Agent to do so and (which shall be deemed y) with respect to have occurred in Oil and Gas Properties, only to the event that any Specified Excluded Subsidiary ceases extent necessary to qualify as such, it being understood that such Subsidiaries will not be required to become Subsidiary Guarantors until such timeensure compliance with subsection 7.11), promptly (aA) execute and deliver to the Administrative Collateral Agent such amendments to the Guarantee and Collateral Agreement relevant Security Documents or such other documents as the Administrative Collateral Agent deems shall reasonably deem necessary or advisable to grant to the Administrative Collateral Agent, for the benefit of the Lenders, or the Borrowera perfected, as the case may be, a perfected first priority security interest, subject to Liens not prohibited by Section 7.3, in (i) the Equity Interests of Lien on 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 Subsidiariesassets, (aB) 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 Subsidiary to be included in filings by the Borrower with the SEC, and (ii) any Collateral with respect to such new Subsidiary as described in the Guarantee and Collateral Agreement, (b) deliver to the Administrative Agent the 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 take all other rights and interests constituting Collateral, together with, as applicable, undated powers, instruments of transfer and endorsements, in 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) to take such actions necessary or advisable to grant cause such Lien to the Administrative Agent for the benefit be duly perfected in accordance with all applicable Requirements of the Lenders a perfected first priority security interestLaw, subject to Liens not prohibited by Section 7.3including, in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiarywithout limitation, 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 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.

Additional Collateral. With 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 Amended and Restated Revolving Credit Agreement 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 such Foreign Subsidiary 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 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 Effective Date). Notwithstanding the foregoing, as of the Effective Date 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 new Subsidiary additional real property interests (other than any Specified Excluded Subsidiary so long as it qualifieswhether a fee or leasehold) created or acquired by 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 (which shall be deemed to have occurred in the event that any Specified Excluded Subsidiary ceases to qualify as such, it being understood that such Subsidiaries will not be required to become Subsidiary Guarantors until such time)take any action, promptly (a) execute other than using commercially reasonable efforts, to obtain consents from third parties with respect to its compliance with this paragraph. If the Administrative Agent or the Required Lenders reasonably determine that they are required by law or regulation to have appraisals prepared in respect of any real property of the Borrower and deliver its Subsidiaries constituting Collateral, the Borrower will, at its own expense, provide to the Administrative Agent such amendments to appraisals which satisfy the Guarantee applicable requirements of the Real Estate Appraisal Reform Amendments of the Financial Institution Reform, Recovery and Collateral Agreement Enforcement Act of 1989, as the Administrative Agent deems necessary or advisable to grant amended, and which shall otherwise be in form and substance reasonably satisfactory to the Administrative Agent, for the benefit of the Lenders, or the Borrower, as the case may be, a perfected first priority security interest, subject to Liens not prohibited by Section 7.3, in (i) the Equity Interests of such new Subsidiary . Amended 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 Subsidiary to be included in filings by the Borrower with the SEC, and (ii) any Collateral with respect to such new Subsidiary as described in the Guarantee and Collateral Restated Revolving Credit Agreement, (b) deliver to the Administrative Agent the 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 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) 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, subject to Liens not prohibited by Section 7.3, 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.

Additional Collateral. With respect If the Pledgor shall, at any time and from --------------------- time to time after the date hereof, acquire any new Subsidiary (other than any Specified Excluded Subsidiary so long as it qualifies) created or acquired by additional membership interests in the Borrower or any of its Subsidiaries (which shall be deemed to have occurred in the event that any Specified Excluded Subsidiary ceases to qualify as such, it being understood that such Subsidiaries will not be required to become Subsidiary Guarantors until such time), promptly (a) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit Indebtedness of the Lenders, or the Borrower, as the case may be, a perfected first priority security interest, subject to Liens not prohibited by Section 7.3, types described in clauses (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 Subsidiary to be included in filings by the Borrower with the SEC, and (ii) any Collateral with respect to such new Subsidiary as described in the Guarantee and Collateral Agreement, (b) deliver to the Administrative Agent the 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 blank, executed and delivered by a duly authorized officer of HoldingsSECTION 1, the Borrower same shall be automatically deemed to be Pledged Interests or such SubsidiaryPledged Indebtedness, 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) to take such actions necessary or advisable to grant be pledged to the Administrative Agent for pursuant to SECTION 1, and the benefit 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 Lenders a perfected first priority security interest, subject to Liens not prohibited by Section 7.3, Pledgor (in the Collateral described case of any promissory notes or other instruments), undated stock powers (in the Guarantee case of Pledged Interests evidenced by certificates) or other necessary instruments of transfer or assignment, duly executed in blank and Collateral Agreement in form and substance satisfactory to the Administrative Agent, together with respect to such new Subsidiary, other certificates and instruments as the Administrative Agent may reasonably request (including the filing of Uniform Commercial Code financing statements or appropriate amendments thereto), and will promptly thereafter deliver to the Administrative Agent a fully completed and duly executed amendment to this Agreement in the 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 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 such additional Collateral as required hereinabove shall not impair the security interest of the Administrative Agent in such jurisdictions as may be required by Collateral or otherwise adversely affect the Guarantee rights and Collateral Agreement or by law or as may be requested by remedies of the Administrative AgentAgent hereunder with respect thereto. If any Pledged Interests (whether now owned or hereafter acquired) are "uncertificated securities" within the meaning of the applicable Uniform Commercial Code or are otherwise not evidenced by any certificate or instrument, each applicable Pledgor will promptly notify the Administrative Agent thereof and will promptly take and cause to be taken all actions required under applicable law, including, as applicable, under Article 8 or 9 of the applicable Uniform Commercial Code, to perfect the security interest of the Administrative Agent therein.

Additional Collateral. With respect to At any new Subsidiary (other than time after the Closing Date that any Specified Excluded Subsidiary so long as it qualifies) created or acquired by member of the Borrower Control Group shall acquire any direct or indirect Equity Interest in any Entity or any debt instrument thereof, Borrower shall cause to be granted to Lender a perfected, second priority Lien (subject and subordinate only to a pledge and security interest in favor of its Subsidiaries Senior Lender in accordance with the provisions of the Senior Loan Documents) in such Equity Interest or debt instrument within 5 Business Days following the acquisition thereof. In furtherance of the foregoing, at such times as Borrower makes loans to Atria and/or Kapson, such loans shall be evidenced by notes and other loan documents in form reasonably satisfactory to Lender, and Borrower will grant to Lender a perfected second priority lien and security interest (subject and subordinate only to a pledge and security interest in favor of Senior Lender in accordance with the provisions of the Senior Loan Documents) in the loans to said entities, the notes evidencing such loans and any collateral granted to Borrower to secure such loans. Any such liens and security interests shall be created and evidenced by documentation in form and substance reasonably satisfactory to Lender, including any UCC or other searches and filings, and legal opinions, which Lender may request. The requirement to furnish such additional collateral shall not be deemed to have occurred in constitute the event that any Specified Excluded Subsidiary ceases consent by Lender (to qualify as such, it being understood the extent that such Subsidiaries will consent is otherwise required by this Agreement or any Loan Document) to any such acquisition or to the making of any loan, or a waiver of any right to withhold such consent which Lender may otherwise have. All such additional collateral shall be provided at Borrower's expense. Notwithstanding the foregoing, Borrower shall not be required to become Subsidiary Guarantors until such time), promptly (a) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent 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 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 pledge 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 Subsidiary to be included in filings by the Borrower with the SEC, and (ii) any Collateral with respect to such new Subsidiary Cliveden, the Destination Entities and PSCO Acquisition Corp. SCHEDULE IV ----------- PLEDGE AGREEMENTS ----------------- Pledge and Security Agreement dated as described in the Guarantee and Collateral Agreement, (b) deliver to the Administrative Agent the certificates, if any, representing such Equity Interests (constituting securities within the meaning of Section 8-102(a)(15) of the New York UCC)date hereof by and between Lender, LFSRI II ES and any intercompany notes or other instruments evidencing Intercompany Obligations Prometheus ES. Pledge and all other rights Security Agreement dated as of the date hereof by and interests constituting Collateralbetween Lender and Prometheus Assisted. Pledge and Security Agreement dated as of the date hereof by and between Lender and LFSRI II Assisted. Pledge and Security Agreement dated as of the date hereof by and between Lender and Prometheus UK. Pledge and Security Agreement dated as of the date hereof by and between Lender, together withthe Fund, Prometheus Senior Quarters and Prometheus Assisted. Pledge and Security Agreement dated as applicableof the date hereof by and between Lender, undated powers, instruments of transfer and endorsements, in blank, executed and delivered by a duly authorized officer of Prometheus SQ Holdings, the Borrower or such Subsidiary, Prometheus Interim and Senior Quarters Borrower. Pledge and Security Agreement dated 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) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected first priority security interestdate hereof by and between Lender and Prometheus Interim. Pledge and Security Agreement dated as of the date hereof by and between Lender and Atria Holdings. Pledge and Security Agreement dated as of the date hereof by and between Lender, subject to Liens not prohibited by Section 7.3Prometheus Senior Quarters, in the Collateral described in the Guarantee Prometheus SQ Holdings 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 AgentAtria Holdings.

Additional Collateral. With Borrower shall notify the Administrative Agent in writing not less than twenty (20) Business Days prior to (i) the acquisition by any member of the Consolidated Group or any Investment Affiliate of any Project or other Property which will either not be encumbered by Secured Indebtedness or will be encumbered by Secured Indebtedness that will permit the pledge of direct or indirect ownership interests in the owner of such Project or Property or (ii) the repayment in full of any Secured Indebtedness encumbering a Project or other Property currently owned by a member of the Consolidated Group or an Investment Affiliate, either from the Consolidated Group’s own funds or through the proceeds of a refinancing which will permit the pledge of direct or indirect ownership interests in the owner of such Project or Property (in each case under this clause (ii) and under clause (i), a “New Subject Property”) or (iii) creation or acquisition of a promissory note to be received in connection with the sale of a Project of the Consolidated Group (a “New Pledged Note”). Each such notice with respect to any new Subsidiary a New Subject Property shall provide the Administrative Agent with copies of a rent roll, leasing activity reports, tenant sales reports (other if applicable), all Leases, operating statements for each month for last twelve (12) months, the most recent owner’s title insurance policy, a current title insurance commitment and copies of all underlying title exception documents, a current survey meeting ALTA standards, current property condition and zoning reports, and current Phase I environmental assessments, all dated not more than any Specified Excluded Subsidiary so long twelve (12) months prior to the date of such notice (“Initial Diligence”) for distribution to the Lenders. The Administrative Agent shall notify Borrower in writing within fifteen (15) Business Days of receiving such notice if the Administrative Agent objects to adding the New Subject Property as it qualifies) created or acquired Collateral. Each such New Subject Property not objected to by the Borrower Administrative Agent shall become either a Collateral Property, if unencumbered by any Secured Indebtedness, or any of its Subsidiaries (an Underlying Property with respect to which direct or indirect ownership interests therein shall be deemed pledged pursuant to have occurred in a Collateral Assignment, if encumbered by Secured Indebtedness which permits Pledged Equity Interests. Upon the event that any Specified Excluded date of the acquisition of such Project or Property or the date of such repayment of such prior Secured Indebtedness or the date of the creation or acquisition of such a New Pledged Note, as the case may be, the Borrower shall (i) if such Project or Property is unencumbered, cause the applicable Subsidiary ceases owning such Property to qualify as such, it being understood that such Subsidiaries will not be required to become Subsidiary Guarantors until such time), promptly (aA) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral a Joinder Agreement as the Administrative Agent 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 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 Subsidiary to be included in filings by the Borrower with the SEC, and (ii) any Collateral with respect to the Subsidiary Guaranty (unless such new Subsidiary as described has already executed or joined in the Guarantee and Collateral AgreementSubsidiary Guaranty), (bB) execute, deliver and record a Mortgage on such New Subject Property, (C) deliver to the Administrative Agent a lender’s policy of title insurance (with such coverages and endorsements as Administrative Agent may reasonably require) insuring such Mortgage in such amount and form as is reasonably satisfactory to the certificatesAdministrative Agent, if anytogether with an opinion of local counsel as to the form of such Mortgage similar to those opinions delivered under Section 4.1 with respect to the initial Mortgages, (D) approve for filing UCC-1 Financing Statements prepared by the Administrative Agent with respect to any related personal property, (E) obtain and deliver to the Administrative Agent estoppel certificates from tenants under all Major Leases with respect to each Collateral Property (to the extent available after reasonable collection efforts) and (F) use commercially reasonable efforts to obtain and deliver to the Administrative Agent subordination, disturbance and attornment agreements in a form satisfactory to the Administrative Agent from tenants under Major Leases with respect to each Collateral Property representing such Equity Interests in the aggregate not less than seventy-five percent (constituting securities within the meaning of Section 8-102(a)(1575%) of the New York UCC), and any intercompany notes total gross leasable area or other instruments evidencing Intercompany Obligations and all other rights and interests constituting Collateral, together withrentable area, as applicable, undated powersat such Collateral Property demised under Major Leases, instruments of transfer or (ii) if such Project or Property is encumbered by Secured Indebtedness, cause the applicable Subsidiary owning such Property to (A) execute and endorsements, in blank, executed and delivered by deliver to the Administrative Agent 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 Joinder Agreement with respect to the Guarantee Subsidiary Guaranty (unless such Subsidiary has already executed or joined in the Subsidiary Guaranty), (B) execute and deliver a Collateral Agreement Assignment with respect to the ownership interests in such Property in substantially the same form as the Collateral Assignment attached as Exhibit H-2, and (iiC) to take execute, deliver and/or approve for filing such actions UCC-1 financing statements, acknowledgments and membership, partnership and stock certificates and blank transfer powers, as the Administrative Agent on behalf of the Lenders shall deem reasonably necessary or advisable desirable to grant obtain and perfect a first priority Lien against such ownership interests, (iii) in either case, execute and deliver to the Administrative Agent for the benefit a written confirmation that, as of the Lenders date such New Subject Property (or a perfected first priority security interestPledged Equity Interest therein) is included in Collateral, subject to Liens not prohibited by all of the representations and warranties contained in Section 7.3, 5.23 hereof are true and correct in the Collateral described in the Guarantee and Collateral Agreement all material respects with respect to such new SubsidiaryNew Subject Property as if it (or a Pledged Equity Interest therein) had been included in the Collateral as of the Amendment Effective Date, including together with certificates evidencing that all insurance with respect to such additional Collateral Property or Underlying Property as required under Section 5.16 is in full force and effect, and (iv) in the filing case of Uniform Commercial Code financing statements a New Pledged Note, deliver the original thereof to the Administrative Agent endorsed in blank on its face or by an allonge and execute and deliver to the Administrative Agent a written confirmation that, as of such jurisdictions as date such New Pledged Note shall be subject to all of the terms and conditions of the Collateral Assignment of Note Receivables. Except in accordance with this Section 2.3 and with Section 6.24 the Administrative Agent may be required not release the Mortgage on any Collateral Property or the Lien created by the Guarantee applicable Collateral Assignment in the Pledged Equity Interests with respect to any Underlying Property or the Lien created with respect to any Pledged Note without the consent of the Majority Lenders. The Borrower hereby agrees to pay all direct, out-of-pocket costs and Collateral Agreement or by law or as may be requested by expenses of Administrative Agent incurred in connection with the Administrative Agentreview and acceptance of such additional Collateral.

Additional Collateral. With 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 such Foreign Subsidiary 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 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 Effective Date). Term Loan Agreement Notwithstanding the foregoing, as of the Effective Date 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 new Subsidiary additional real property interests (other than any Specified Excluded Subsidiary so long as it qualifieswhether a fee or leasehold) created or acquired by 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 (which shall be deemed to have occurred in the event that any Specified Excluded Subsidiary ceases to qualify as such, it being understood that such Subsidiaries will not be required to become Subsidiary Guarantors until such time)take any action, promptly (a) execute other than using commercially reasonable efforts, to obtain consents from third parties with respect to its compliance with this paragraph. If the Administrative Agent or the Required Lenders reasonably determine that they are required by law or regulation to have appraisals prepared in respect of any real property of the Borrower and deliver its Subsidiaries constituting Collateral, the Borrower will, at its own expense, provide to the Administrative Agent such amendments to appraisals which satisfy the Guarantee applicable requirements of the Real Estate Appraisal Reform Amendments of the Financial Institution Reform, Recovery and Collateral Agreement Enforcement Act of 1989, as the Administrative Agent deems necessary or advisable to grant amended, and which shall otherwise be in form and substance reasonably satisfactory to the Administrative Agent, for the benefit of the Lenders, or the Borrower, as the case may be, a 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 Subsidiary to be included in filings by the Borrower with the SEC, and (ii) any Collateral with respect to such new Subsidiary as described in the Guarantee and Collateral Agreement, (b) deliver to the Administrative Agent the 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 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) 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, subject to Liens not prohibited by Section 7.3, 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.

Additional Collateral. With respect to In connection with any new Subsidiary (other than any Specified Excluded Subsidiary so long existing Borrowing Base Property or the addition of a Borrowing Base Property as an Additional Borrowing Base Property, each Loan Party covenants and agrees that it qualifies) created or acquired by the Borrower or any shall, and shall cause each of its Subsidiaries (which shall be deemed each such Loan Party and Subsidiary herein referred to have occurred in the event that any Specified Excluded Subsidiary ceases to qualify as suchan “Additional Pledgor”) to, it being understood that such Subsidiaries will not be required to become Subsidiary Guarantors until such time), promptly (a) execute and deliver to the Administrative Agent such amendments to the Guarantee documents, instruments, agreements and Collateral Agreement certificates as the Administrative Agent deems necessary may reasonably request, including any amendments to or advisable additional Security Documents (the “Additional Security Documents”), in order to grant to the Administrative Agent, for the benefit of the Lenders, or the Borrower, as the case may be, a perfected best possible first priority lien and security interest, subject to Liens not prohibited by Section 7.3, interest in (i) as much of the Equity Interests and/or Distribution Interests (or such portion thereof) in each Person owning or leasing a Student Housing Property included as a Borrowing Base Property as may be granted by any such Additional Pledgor without the consent (which shall not, for the avoidance of such new Subsidiary and all other property doubt, include mere notice) to any unaffiliated third party. In furtherance of the type that would constitute Collateral foregoing, each Loan Party covenants and agrees to, on a commercially reasonable best efforts basis, enter into loan documentation, upon terms and conditions reasonably satisfactory to the Administrative Agent, in connection with any refinancing, prepayment or repayment of such new Subsidiary (including Intercompany Obligations) that are held by Holdings, any indebtedness of the Borrower or any Wholly Owned Subsidiary which owns or leases a Borrowing Base Property, whether or not secured by such Borrowing Base Property, which permits, or removes or terminates any prohibition on, the granting of its Subsidiaries, a pledge of Equity Interests or Distribution Interests (aor any portion thereof) limited in any such Subsidiary so as to permit the case best possible first priority lien and security interest in as much of the Equity Interests of any Foreign Subsidiary, to 66% of the total outstanding Equity and/or Distribution Interests of (or such Foreign Subsidiary and (bportion thereof) excluding any Equity Interests of in such Subsidiary in excess favor of the maximum amount of such Equity Interests that could be included in Administrative Agent and the Collateral without creating, in Lenders. 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 delivery of such Subsidiary to be included in filings by Additional Security Documents, the Borrower with the SEC, and (ii) any Collateral with respect to such new Subsidiary as described in the Guarantee and Collateral Agreement, (b) shall also deliver to the Administrative Agent the certificatessuch loan documents, if anyorganizational agreements, representing such Equity Interests (constituting securities within the meaning of Section 8-102(a)(15) of the New York UCC)UCC search results, resolutions, consents, opinions and any intercompany notes or other documents and instruments evidencing Intercompany Obligations and all other rights and interests constituting Collateral, together with, as applicable, undated powers, instruments of transfer and endorsements, in 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) 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, subject to Liens not prohibited by Section 7.3, 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 Agentreasonably require.

Additional Collateral. With respect Upon (i) Debtor's exercise of the Surgical Product Option in Section 3.2 of the Collaboration Agreement, (ii) Debtor's breach of the financial covenant set forth in Section 7A(a) hereof, or (iii) Debtor's breach of the financial covenant set forth in Section 7A(b) hereof, Debtor shall add as additional collateral (i) the Applicable Percentage (as hereafter defined) of all of Debtor's right, title and interest in Debtor's ownership interest in Biotage, Inc. (the "Shares"); (ii) all products, proceeds, substitutions, additions, interest, dividends and other distributions (including, without limitation, stock splits) relating to any new Subsidiary the shares and (other than any Specified Excluded Subsidiary so long as it qualifiesiii) created or acquired by all books and records relating to the Borrower or any of its Subsidiaries property described in (which i) and (ii) (collectively, the "Additional Collateral"). Thereafter, all references in this Agreement to the "Collateral" shall be deemed to have occurred include the Additional Collateral. Effective upon the occurrence of any of the events set forth in this Section 2(b) above, to further secure the event that full and prompt payment and performance of the Obligations, the Debtor grants the Secured Party a continuing security interest in all of the Debtor's right, title and interest in and to the Additional Collateral. No later than five days after the occurrence of any Specified Excluded Subsidiary ceases of the events set forth in this Section 2(b) above, the Debtor shall execute a stock pledge agreement in form and substance reasonably satisfactory to qualify as such, it being understood that such Subsidiaries will not be required to become Subsidiary Guarantors until such time), promptly (a) execute the Secured Party and deliver to the Administrative Agent such amendments Secured Party related stock certificates and stock powers and failure to do so shall constitute an Event of Default. The Secured Party agrees that the Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable Debtor shall no longer be obligated to grant to the Administrative Agent, for Secured Party the benefit of the Lenders, or the Borrower, as the case may be, a 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 Additional 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 Subsidiary to be included in filings by the Borrower with the SEC, and (ii) any Collateral with respect to such new Subsidiary as described in the Guarantee and Collateral Agreement, (b) deliver to the Administrative Agent the certificatesor, if anysuch Additional Collateral has already been granted, representing shall release 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 Additional Collateral, together with, as applicable, undated powers, instruments after the Secured Party confirms that it has been provided with a Letter of transfer and endorsements, in 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) 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, subject to Liens not prohibited by Section 7.3, 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 AgentCredit.

Additional Collateral. With respect to (a) US Credit Parties shall cause each Subsidiary of any new Subsidiary US Credit Party not in existence on the Effective Date (other than any Specified Excluded Subsidiary so long as it qualifiesForeign Subsidiary) created or acquired by the Borrower or any of its Subsidiaries (which shall be deemed to have occurred in the event that any Specified Excluded Subsidiary ceases to qualify as such, it being understood that such Subsidiaries will not be required to become Subsidiary Guarantors until such time), promptly (a) execute and deliver to any or all of the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable to grant to the Revolving Administrative Agent, for LC Facility Administrative Agent, Accounts Collateral Agent and/or the benefit LC Facility Collateral Agent (as specified below) promptly and in any event within 3 days after the formation, acquisition or change in status thereof (A) a signed counterpart of this Agreement as a US Borrower and a signed counterpart of the LendersSecurity Agreement as an Assignor, or (B) an Opinion of Counsel in form and substance satisfactory to each Administrative Agent as to the Borrower, as due execution and delivery of this Agreement and the case may be, a 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 HoldingsSecurity Agreement, 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 ability of such Subsidiary to be included perform all of its obligations hereunder and thereunder and perfection and creation of Liens on Collateral as such Administrative Agent may reasonably request in filings by the Borrower respect of complying with the SECany legend on any such certificate or any other matter relating to such shares, and (iiC) such other agreements, instruments, approvals, legal opinions or other documents reasonably requested by any Collateral with respect such Agent in order to create, perfect, establish the first priority of or otherwise protect any Lien purported to be covered by any such new Financing Agreement or otherwise to effect the intent that such Subsidiary as described shall become bound by all of the terms, covenants and agreements contained in the Guarantee and 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 Agreement, (b) deliver to the Administrative Agent the certificates, if any, representing such Equity Interests (constituting securities within the meaning of Section 8-102(a)(15) of the New York UCCin its sole discretion), 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 the applicable US Borrowers shall enter into a Deposit Account Control Agreement in favor of transfer and endorsements, in 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 LC Facility Collateral Agent with respect to the Guarantee principal operating account of US Borrowers and Collateral Agreement and (ii) to shall take such other actions necessary or advisable including opening and maintaining (for so long as any Deposit Account Control Agreement in favor of LC Facility Collateral Agent provides that the Deposit Account subject to grant such agreement shall automatically be liquidated into a Deposit Account specified by LC Facility Collateral Agent upon LC Facility Collateral Agent notifying the Bank that is party to the Administrative 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 benefit purpose of the Lenders a perfected first priority security interest, receiving any funds liquidated from any Deposit Account subject to Liens not prohibited by Section 7.3, a Deposit Account Control Agreement in the favor of LC Facility 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.

Additional Collateral. (a) With respect to any new Subsidiary assets, other than leasehold interests, acquired after the Original Closing Date by the Company or any of its Domestic Subsidiaries that are intended to be subject to the Lien created by any of the Security Documents but which are not so subject (other than any Specified Excluded Subsidiary so long as it qualifiesassets described in paragraph (b) created or acquired by the Borrower or any (c) of its Subsidiaries (which shall be deemed to have occurred in the event that any Specified Excluded Subsidiary ceases to qualify as such, it being understood that such Subsidiaries will not be required to become Subsidiary Guarantors until such timethis subsection), promptly (aand in any event within 30 days after the acquisition thereof): (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement relevant Security Documents or such other documents as the Administrative Agent deems (including Mortgages) shall reasonably deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a Lien on such assets, (ii) take all actions reasonably necessary or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements of Law as contemplated by such Security Documents, including, without limitation, the Borrowerfiling of financing statements in such jurisdictions as may be reasonably 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 case may beAdministrative Agent would have received pursuant to subsections 8.1(v), a perfected first priority security interest8.1(w), 8.1(x) and 8.1(y) of the Original Credit Agreement if the relevant parcel of real property has been subject to Liens not prohibited a Mortgage on the Original Closing Date, all in form and substance reasonably satisfactory to the Administrative Agent and (iv) if reasonably requested by Section 7.3the 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 Equity Interests Administrative Agent. With respect to any Person that, subsequent to the Original Closing Date, becomes a Subsidiary (other than a Foreign Subsidiary), promptly: (i) execute and deliver to the Administrative Agent, for the benefit of the Lenders, a new pledge agreement or such amendments to the Amended and Restated 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 new Subsidiary and all other property of which is owned by the type that would constitute Collateral of such new Subsidiary (including Intercompany Obligations) that are held by Holdings, the Borrower Company 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 Subsidiary to be included in filings by the Borrower with the SEC, and (ii) any Collateral with respect to such new Subsidiary as described in the Guarantee and Collateral Agreement, (b) deliver to the Administrative Agent the certificates, if any, certificates 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 CollateralCapital Stock, together with, as applicable, with undated powers, instruments of transfer and endorsements, in blank, stock powers executed and delivered in blank by a duly authorized officer of Holdings, the Borrower Company or such Subsidiary, as the case may be, and (ciii) cause such new Subsidiary (iA) to deliver an Assumption Agreement with respect become a party to the Amended and Restated Guarantee and Collateral Agreement pursuant to an annex to the Amended and Restated 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 Amended and Restated 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 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 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) of the Original Credit Agreement if the relevant parcel of real property has been subject to a Mortgage on the Original 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 take the Administrative Agent. With respect to any Person that, subsequent to the Original Closing Date, becomes a Foreign Subsidiary, promptly upon the request of the Administrative Agent: (i) to the extent permitted by applicable law, execute and deliver to the Administrative Agent a new pledge agreement or such actions amendments to the Amended and Restated Guarantee and Collateral Agreement as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent Agent, for the benefit of the Lenders Lenders, a perfected first priority security interestLien on the Capital Stock of such Subsidiary which is owned 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), subject (ii) deliver to Liens not prohibited the Administrative Agent any certificates representing such Capital Stock, together with undated stock powers executed and delivered in blank by Section 7.3, in a duly authorized officer of the Collateral described in the Guarantee and Collateral Agreement with respect to Company or such new Domestic Subsidiary, including as the filing case may be, and take or cause to be taken all such other actions under the law of Uniform Commercial Code financing statements in the jurisdiction of organization of such jurisdictions Foreign Subsidiary as may be required by the Guarantee necessary or advisable to perfect such Lien on such Capital Stock and Collateral Agreement or by law or as may be (iii) if requested by the Administrative Agent., deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing provisions of this subsection 9.10, (i) none of KCII, KCI International and KCII Holdings LLC shall be required to xxxxx x Xxxx on the Capital Stock of EMD CV and IMD CV owned by them, and (ii) only 65% of the Capital Stock of each of KCII, KCI International and KCII Holdings LLC shall be required to be pledged. NEGATIVE COVENANTS The Company hereby agrees that, so long as the Commitments remain in effect or any Letter of Credit remains outstanding and unpaid or any amount is owing to any Lender or the Administrative Agent hereunder or under any other Loan Document, the Company shall not, and (except with respect to subsection 10.1) shall not permit any of its Subsidiaries to, directly or indirectly: Financial Condition Covenants

Additional Collateral. (a) With respect to any new Subsidiary assets (other than or any Specified Excluded Subsidiary so long as it qualifiesinterest therein) created or acquired after the Closing Date by the Borrower or any of its Subsidiaries that are intended to be subject to the Lien created by any of the Security Documents but which are not so subject (which shall be deemed to have occurred including, without limitation, any assets described in the event that any Specified Excluded Subsidiary ceases to qualify as such, it being understood that such Subsidiaries will not be required to become Subsidiary Guarantors until such timeparagraph (b) or (c) of this subsection), promptly (aand in any event within 30 days after the acquisition thereof): (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement relevant Security Documents or such other documents as the Administrative Agent deems shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a Lien on such assets (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, without limitation, the Borrowerfiling of financing statements and the recording of Mortgages in such jurisdictions as may be requested by the Administrative Agent, as (iii) if requested by the case may beAdministrative Agent, a perfected first priority security interest, subject deliver to Liens not prohibited by Section 7.3, 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 Equity Interests Administrative Agent, and (iv) if reasonably requested by the Administrative Agent, deliver to the Administrative Agent surveys, title insurance and flood insurance. (b) With respect to any Person that, subsequent to the Closing Date, becomes a Subsidiary (other than a Foreign Subsidiary), promptly upon the request of the Administrative Agent: (i) execute and deliver to the Administrative Agent, for the benefit of the Lenders, a new Pledge Agreement or such amendments to the 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 new Subsidiary and all other property of the type that would constitute Collateral of such new Subsidiary (including Intercompany Obligations) that are held which is owned 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 Subsidiary to be included in filings by the Borrower with the SEC, and (ii) any Collateral with respect to such new Subsidiary as described in the Guarantee and Collateral Agreement, (b) deliver to the Administrative Agent the certificates, if any, certificates 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 CollateralCapital Stock, together with, as applicable, with undated powers, instruments of transfer and endorsements, in blank, stock powers executed and delivered in blank by a duly authorized officer of Holdings, the Borrower or such Subsidiary, as the case may be, and (ciii) cause such new Subsidiary (iA) to deliver an Assumption Agreement with respect become a party to the Guarantee and Collateral Agreement or to a new Security Agreement, 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 such all actions necessary or advisable to grant to cause the Administrative Agent for the benefit of the Lenders a perfected first priority security interest, subject to Liens not prohibited Lien created by Section 7.3, in the Collateral described in the Guarantee and Collateral Agreement or such Security Agreement to be duly perfected in accordance with respect to such new Subsidiaryall applicable Requirements of Law, including including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required requested by the Guarantee Administrative Agent and Collateral Agreement or by law or as may be (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. 87

Additional Collateral. With respect to any new Subsidiary (other than Property acquired after the Restatement Effective Date by any Specified Excluded Subsidiary so long as it qualifies) Loan Party that is intended to be subject to the Lien created or acquired by the Borrower or any of its Subsidiaries (which shall be deemed to have occurred in the event that any Specified Excluded Subsidiary ceases to qualify as such, it being understood that such Subsidiaries will Collateral Documents but is not be required to become Subsidiary Guarantors until such time)so subject, promptly (aand, in any event, within thirty (30) days after such creation or acquisition; provided that the 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 Guarantee and relevant Collateral Agreement Documents or such other documents as the Administrative Agent deems shall deem reasonably necessary or advisable to grant to the Administrative Agent, for the its benefit of the Lenders, or the Borrower, as the case may be, a 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 Subsidiary to be included in filings by the Borrower with the SEC, and (ii) any Collateral with respect to such new Subsidiary as described in the Guarantee and Collateral Agreement, (b) deliver to the Administrative Agent the 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 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) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the other Secured Parties, a Lien on such Property under applicable Legal Requirements (including applicable foreign Legal Requirements unless the Required Lenders a perfected first priority 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 interest, to be afforded thereby) subject to no Liens not prohibited other than Permitted Liens and no senior Liens other than Permitted Prior Liens, (ii) to the extent requested by Section 7.3the Administrative Agent, deliver customary and reasonable opinions of counsel to the Borrower in form and substance, and from counsel, reasonably acceptable to the Administrative Agent, and (iii) take all actions necessary to cause such Lien to be duly perfected to the extent required by such Collateral described Documents in the Guarantee and Collateral Agreement accordance with respect to such new Subsidiaryall applicable Legal Requirements, 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.. Subject to the limitations 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 such documents as the Administrative Agent shall reasonably require to confirm the validity, perfection and priority of the Lien of the Collateral Documents against such after‑acquired Properties, all in form, content and scope reasonably satisfactory to the Administrative Agent. -67- (b)

Additional Collateral. With respect Subject to obtaining applicable consents of third parties, the Pledgor shall pledge to the Collateral Agent hereunder, immediately upon the acquisition (directly or indirectly) thereof, any new Subsidiary (and all shares of stock, partnership interests or other than equity interests of the Issuers or any Specified Excluded Subsidiary so long as it qualifies) created or of their affiliates hereafter acquired by the Borrower or any of its Subsidiaries (which Pledgor. The Pledgor shall be deemed promptly deliver such Collateral to have occurred the Collateral Agent, together with in the event 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 Specified Excluded Subsidiary ceases Pledge Agreement Supplement delivered to qualify as suchthe Collateral Agent shall for all purposes hereunder constitute Pledged Securities. In connection therewith, it being understood that 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 Subsidiaries will not be required to become Subsidiary Guarantors until such time)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 Agreement, promptly (a) execute and deliver to the Administrative Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent deems necessary a revised Exhibit 1 or advisable to grant to the Administrative Agent, for the benefit of the Lenders, or the BorrowerExhibit 2, as the case may be, a perfected first priority security interestlisting the Pledged Securities subject hereto. Exhibit 1 and Exhibit 2 hereto shall be deemed amended and restated by such revised exhibit; provided, subject to Liens not prohibited by Section 7.3however, in (i) that the Equity Interests of such new Subsidiary and all other property failure of the type that would constitute Collateral of Pledgor to deliver such new Subsidiary (including Intercompany Obligations) that are held by Holdings, the Borrower revised exhibits or any of its Subsidiaries, (a) limited in the case of the Equity Interests of Collateral Agent to distribute or attach any Foreign Subsidiary, to 66% of such revised exhibits shall not affect 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 Subsidiary security interest purported to be included in filings by the Borrower with the SEC, and (ii) any Collateral with respect to such new Subsidiary as described in the Guarantee and Collateral Agreement, (b) deliver to the Administrative Agent the 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 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) 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, subject to Liens not prohibited by Section 7.3, 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.granted hereby;

Additional Collateral. With respect to any new Subsidiary (other than any Specified Excluded Subsidiary so long as it qualifies) created or acquired by the Borrower or any of its Subsidiaries (which shall be deemed to have occurred in In the event that BSL Holdings-T, LLC forms any Specified Excluded Subsidiary ceases Unencumbered Loans SPV, then BSL Holdings-T, LLC shall promptly, but in no event later than thirty (30) days following the formation of such Unencumbered Loan SPV (and prior to qualify as such, it being understood that the inclusion of any Unencumbered Loan owned by such Subsidiaries will not be required to become Subsidiary Guarantors until such timeUnencumbered Loan SPV in the Borrowing Base), promptly (a) take all such actions and execute and deliver deliver, or cause to be executed and delivered, all such documents, instruments, agreements, opinions and certificates (including, if applicable, stock certificates and appropriate instruments of transfer executed in blank), including those which are similar to those described in Sections 3.1(c) with respect to the Administrative Equity Interests of such Unencumbered Loans SPV held by BSL Holdings-T, LLC that Collateral Agent such amendments shall reasonably request to the Guarantee and create in favor of Collateral Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, or the Borrower, as the case may beSecured Parties, a perfected first priority security interestvalid and, subject to Liens not prohibited by Section 7.3any filing and/or recording referred to herein, perfected First Priority Lien on 100% of the Equity Interests in such Unencumbered Loan SPV. In the event that the Borrower desires to include any Real Estate Asset Amended and Restated Credit and Guaranty Agreement LA\4027402.11 LA\4027402.11 in the Borrowing Base, then the Borrower shall, prior to the inclusion of such Real Estate Asset in the Borrowing Base, take all such actions and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, opinions and certificates (iincluding, if applicable, stock certificates and appropriate instruments of transfer executed in blank), including those which are similar to those described in Sections 3.1(c) with respect to the Equity Interests of such new Subsidiary and all other property of the type that would constitute Collateral of such new applicable Real Estate Asset Holding Subsidiary (including Intercompany Obligations) that are held by Holdings, the Borrower or any of its Subsidiaries, (a) limited in the case together with all of the Equity Interests of any Foreign Subsidiary of the Borrower that directly owns the Equity Interests of the applicable Real Estate Asset Holding Subsidiary and all of the Equity Interests of any Subsidiary of the Borrower (other than any such Subsidiary that is an Excluded Subsidiary but solely to the extent that (i) all of the Equity Interests in such Excluded Subsidiary are held by the Borrower or a Guarantor and (ii) the Equity Interests held by such Excluded Subsidiary in any Subsidiary that directly or indirectly owns any Equity Interests in a Real Estate Asset Holding Subsidiary are, in each case, free and clear of all Liens) that indirectly owns any Equity Interests in the applicable Real Estate Asset Holding Subsidiary) that Collateral Agent shall reasonably request to create in favor of Collateral Agent, for the benefit of Secured Parties, a valid and, subject to 66any filing and/or recording referred to herein, perfected First Priority Lien on 100% of the total outstanding Equity Interests in such Subsidiary subject to Qualified Permitted Liens (and all of the Equity Interests of such Foreign any Subsidiary and (b) excluding any of the Borrower that directly owns the Equity Interests of such Subsidiary in excess and all of the maximum amount of such Equity Interests that could be included in of any Subsidiary of the Collateral without creating, in connection with the pledge thereof under Borrower (other than any class of debt securities such Subsidiary that is secured on a pari passu basis with an Excluded Subsidiary but solely to the Obligations, a requirement pursuant to Rule 3-16 extent that (i) all of Regulation S-X under the Securities Act for separate financial statements of Equity Interests in such Excluded Subsidiary to be included in filings are held by the Borrower with the SEC, or a Guarantor and (ii) the Equity Interests held by such Excluded Subsidiary in in any Subsidiary that directly or indirectly owns any Equity Interests in a Real Estate Asset Holding Subsidiary are, in each case, free and clear of all Liens) that indirectly owns any Equity Interests in the applicable Real Estate Asset Holding Subsidiary). Without limiting the foregoing, in the event that any Credit Party acquires any other property or asset (including, without limitation, any Equity Interests of any Subsidiary) that is required to become Collateral and such interest has not otherwise been made subject to the Lien of the Collateral Documents in favor of Collateral Agent, for the benefit of Secured Parties, then such Credit Party shall promptly, but in no event later than thirty (30) days following the acquisition of such property or assets, take all such actions and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, opinions and certificates (including, if applicable, stock certificates and appropriate instruments of transfer executed in blank), including those which are similar to those described in Sections 3.1(c) with respect to such new Subsidiary as described property or asset that Collateral Agent shall reasonably request to create in the Guarantee and favor of Collateral AgreementAgent, (b) deliver to the Administrative Agent the 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 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) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders Secured Parties, a perfected first priority security interestvalid and, subject to Liens not prohibited by Section 7.3any filing and/or recording referred to herein, perfected First Priority Lien on such property or asset, in the Collateral described in the Guarantee and Collateral Agreement with respect each case, subject 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 AgentQualified Permitted Liens.

Additional Collateral. With The Pledgor may pledge additional --------------------- Collateral (excluding Additional Government Securities) hereunder at any time and may pledge Additional Government Securities hereunder at any time prior to or simultaneously with Pledgor's election to extend the Exchange Date pursuant to Section 1.3(f) of the Purchase Agreement. Concurrently with the delivery of any additional Eligible Collateral, the Pledgor shall deliver (i) in the case of Eligible Collateral consisting of Additional Government Securities, a certificate of the Pledgor substantially in the form of Exhibit B hereto, or in the case of all other Eligible Collateral, a certificate of the Pledgor substantially in the form of Exhibit C hereto and dated the date of such delivery, in each case (A) identifying the additional items of Eligible Collateral being pledged and (B) certifying that with respect to any new Subsidiary (other than any Specified Excluded Subsidiary so long as it qualifies) created such items of additional Eligible Collateral the representations and warranties contained in such Exhibit B or acquired by the Borrower or any of its Subsidiaries (which shall be deemed to have occurred in the event that any Specified Excluded Subsidiary ceases to qualify as such, it being understood that such Subsidiaries will not be required to become Subsidiary Guarantors until such time), promptly (a) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, or the BorrowerExhibit C, as the case may be, a perfected first priority security interest, subject to Liens not prohibited by Section 7.3, in (i) the Equity Interests of such new Subsidiary hereto are true and all other property correct on and as 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 date 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 Subsidiary to be included in filings by the Borrower with the SEC, and (ii) any an opinion, dated the date of such delivery, of counsel addressed to the Collateral Agent, substantially similar to those delivered by Xxxxxxxxxxx & Xxxxxxxx at the Firm Purchase Date with respect to such new Subsidiary as described similar matters, confirming the representations contained in the Guarantee and Collateral Agreement, (b) deliver to the Administrative Agent the certificates, if any, representing such Equity Interests (constituting securities within the meaning second sentence of Section 8-102(a)(15paragraph 2(b) of the New York UCC), and any intercompany notes Exhibit B 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 blank, executed and delivered by a duly authorized officer of Holdings, the Borrower or such SubsidiaryExhibit C, as the case may be, hereto. The Pledgor hereby covenants and (c) cause such new Subsidiary (i) to deliver an Assumption Agreement with respect to the Guarantee and Collateral Agreement and (ii) agrees to take such all actions required under Section 6(d) and any other actions necessary or advisable to grant to the Administrative Agent create for the benefit of the Lenders Collateral Agent a perfected valid, first priority perfected security interestinterest in, subject to Liens not prohibited by Section 7.3and a first lien upon, 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 Agentadditional Eligible Collateral.

Additional Collateral. With respect to any new Subsidiary (other than any Specified Excluded Subsidiary so long as it qualifies) created or acquired by the Borrower or any of its Subsidiaries (which shall be deemed to have occurred in the event that any Specified Excluded Subsidiary ceases to qualify as such, it being understood that such Subsidiaries will not be required to become Subsidiary Guarantors until such time), promptly (a) execute and deliver to To further secure the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit payment of the Lendersindebtedness of PCLIP to NCC according to this Reschedule Agreement, or the BorrowerPCLIP hereby pledges, as the case may beassigns, grants and conveys to NCC a perfected first priority security interest, subject to Liens not prohibited by Section 7.3, in interest and a lien on (i) the Equity Interests accounts receivable of such new Subsidiary PCLIP, and all other property of the type that would constitute Collateral of such new Subsidiary PCLIP's computer equipment and inventory (including Intercompany Obligations) that are held by Holdingscollectively, the Borrower or any of its Subsidiaries, (a"April Collateral") 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 Subsidiary to be included in filings by the Borrower with the SEC, and (ii) all third-party licenses to any Collateral with PCLIP software (to the extent permitted by such licenses), and the source codes in respect to any software and/or derived software developed and/or owned by PCLIP, providing an unabridged, human readable version of any such new Subsidiary as described software and/or derived software, whether on paper or store on magnetic media, together with such documentation that is sufficient in scope, content and level of detail to enable a person with appropriate training and programming experience with software of comparable complexity to modify and maintain same solely by reference to such version thereof and such documentation (the Guarantee "July Collateral") (the April Collateral and Collateral AgreementJuly Collateral, collectively, the "Additional Collateral"). (b) deliver In the event that PCLIP shall breach any of its covenants, representations or agreements under this Reschedule Agreement, on April 1, 1996, as to the Administrative Agent April Collateral, and on July 1, 1996, as to the certificatesJuly Collateral, if any, representing such Equity Interests (constituting securities within NCC shall have and enjoy the meaning rights of Section 8-102(a)(15) of a secured creditor under 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 blank, executed and delivered by a duly authorized officer of Holdings, the Borrower or such Subsidiary, as the case may be, and Jersey Uniform Commercial Code. (c) cause such new Subsidiary (i) A Security Agreement shall be attached to deliver an Assumption this Reschedule Agreement with respect and incorporated herein. The security interest created herein shall be perfected according 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, subject to Liens not prohibited by Section 7.3, in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary, including the filing of New Jersey Uniform Commercial Code financing statements and other laws of the State of New Jersey. In this connection, NCC shall exercise good faith efforts to sell the Product and/or Additional Collateral transferred to NCC under such Security Agreement and shall apply the proceeds from the sale of the Product in such jurisdictions as may be required by accord with the Guarantee provisions of Section 2(b) above and the Proceeds from the sale of the Additional Collateral Agreement or by law or as may be requested by to the Administrative Agentobligations provided in Section 1 above, with the return of net excess proceeds to PCLIP. 4.

Additional Collateral. With respect If either Pledgor shall, at any time and from --------------------- time to time after the date hereof, acquire any new Subsidiary (other than any Specified Excluded Subsidiary so long as it qualifies) created or acquired by additional membership interests in the Borrower or any of its Subsidiaries (which shall be deemed to have occurred in the event that any Specified Excluded Subsidiary ceases to qualify as such, it being understood that such Subsidiaries will not be required to become Subsidiary Guarantors until such time), promptly (a) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit Indebtedness of the Lenders, or the Borrower, as the case may be, a perfected first priority security interest, subject to Liens not prohibited by Section 7.3, types described in clauses (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 Subsidiary to be included in filings by the Borrower with the SEC, and (ii) any Collateral with respect to such new Subsidiary of SECTION 1 (including the acquisition by Parent, as described a result of the dissolution of Holdings or the merger of Holdings into Parent, of the outstanding membership interests in the Guarantee and Collateral Agreement, (b) deliver to the Administrative Agent the certificates, if any, representing such Equity Interests (constituting securities within the meaning of Section 8-102(a)(15) Borrower owned by Holdings as of the New York UCCdate hereof), and any intercompany notes the same shall be automatically deemed to be Pledged Interests 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 blank, executed and delivered by a duly authorized officer of Holdings, the Borrower or such SubsidiaryPledged Indebtedness, 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) to take such actions necessary or advisable to grant be pledged to the Administrative Agent for pursuant to SECTION 1, and such Pledgor will forthwith pledge and deposit the benefit same with the Administrative Agent and deliver to the Administrative Agent any certificates or instruments therefor, together with the endorsement of the Lenders a perfected first priority security interest, subject to Liens not prohibited by Section 7.3, such Pledgor (in the Collateral described case of any promissory notes or other instruments), undated stock powers (in the Guarantee case of Pledged Interests evidenced by certificates) or other necessary instruments of transfer or assignment, duly executed in blank and Collateral Agreement in form and substance satisfactory to the Administrative Agent, together with respect to such new Subsidiary, other certificates and instruments as the Administrative Agent may reasonably request (including the filing of Uniform Commercial Code financing statements or appropriate amendments thereto), and will promptly thereafter deliver to the Administrative Agent a fully completed and duly executed amendment to this Agreement in the 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 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 such additional Collateral as required hereinabove shall not impair the security interest of the Administrative Agent in such jurisdictions as may be required by Collateral or otherwise adversely affect the Guarantee rights and Collateral Agreement or by law or as may be requested by remedies of the Administrative AgentAgent hereunder with respect thereto. If any Pledged Interests (whether now owned or hereafter acquired) are "uncertificated securities" within the meaning of the applicable Uniform Commercial Code or are otherwise not evidenced by any certificate or instrument, each applicable Pledgor will promptly notify the Administrative Agent thereof and will promptly take and cause to be taken all actions required under applicable law, including, as applicable, under Article 8 or 9 of the applicable Uniform Commercial Code, to perfect the security interest of the Administrative Agent therein.

Additional Collateral. With respect to any new Subsidiary (other than any Specified Excluded Subsidiary so long as it qualifies) created or acquired by the Borrower or any of its Subsidiaries (which shall be deemed to have occurred in the event that any Specified Excluded Subsidiary ceases to qualify as such, it being understood that such Subsidiaries will not be required to become Subsidiary Guarantors until such time), promptly (a) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent 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 perfected first priority security interest, subject to Liens not prohibited by Section 7.3, in (i) If: (A) the Equity Interests Borrower acquires any right, title or interest in any Asset other than an Excluded Asset, which Asset does not upon acquisition become subject to the Required Liens, or any Asset other than an Excluded Intercompany Asset is acquired by a non-Borrower Company that has granted Intercompany Liens, which Asset does not upon acquisition become subject to an Intercompany Lien, in each case by virtue of such new Subsidiary an after-acquired property clause in any then existing Security Document or Intercompany Security Document, (B) the Borrower prepays in full any Prior Mortgage Note applicable to any Hotel Property owned by the Companies and all other property the holder of which Prior Mortgage Note had not previously consented to the granting of the type that would constitute Collateral Required Liens and/or Intercompany Liens (regardless of whether such new Subsidiary (including Intercompany Obligations) that are held by Holdings, holder has previously consented to the Borrower or any granting of its Subsidiaries, (a) limited in the case of the Equity Interests of any Foreign Subsidiary, second liens 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 Subsidiary to be included in filings by the Borrower with the SEC, and (ii) any Collateral with respect to such new Subsidiary as described in the Guarantee and Collateral Agreement, (b) deliver to the Administrative Agent the 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 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) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected first priority security interestSenior Lender), subject to Liens not prohibited by Section 7.3or (C) the Senior Lender for any reason elects, in its sole and absolute discretion, to require that any Asset, that theretofore constituted an Excluded Asset or an Excluded Intercompany Asset solely at the election of the Senior Lender, become a part of the Collateral described or the Intercompany Collateral, then the Borrower shall and/or shall cause each other Company with any right, title or interest in such Asset to execute, acknowledge and deliver to the Guarantee Collateral Agent such additional Security Documents or Intercompany Security Documents as are necessary to grant and Collateral Agreement perfect the Required Lien or Intercompany Lien with respect to such new SubsidiaryAsset, including which Security Documents or Intercompany Security Documents shall be in all material respects consistent in form and substance with the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement Security Documents or by law or as may be requested by the Administrative AgentIntercompany Security Documents theretofore executed.

Additional Collateral. With respect to any new Subsidiary (other than any Specified Excluded Subsidiary so long as it qualifies) created intellectual property owned, licensed or otherwise acquired by any Debtor after the Borrower date hereof, and with respect to any patent, trademark or any of its Subsidiaries (copyright which shall be deemed is not registered or filed with the U.S. Patent and Trademark Office and/or the U.S. Copyright Office at the time such Collateral is pledged by a Debtor to have occurred Lender pursuant to this Security Agreement, and which is subsequently registered or filed by such Debtor in the event that any Specified Excluded Subsidiary ceases appropriate office, such Debtor shall execute or cause to qualify as suchbe executed and delivered to Lender, it being understood that such Subsidiaries will not be required to become Subsidiary Guarantors until such time), promptly (a) execute and deliver to simultaneously with the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit delivery of the LendersIntellectual Property Report required by the Loan Agreement (i) an amendment to this Agreement, duly executed by such Debtor, in form and content acceptable to Lender, in respect of such additional or the Borrowernewly registered collateral, as the case may be, granting to Lender a perfected first priority security interest, pledge and lien therein (subject only to the Permitted Liens not prohibited by Section 7.3, in (i) and 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 Liens permitted under the Securities Act for separate financial statements of Loan Agreement) hereunder in such Subsidiary to be included in filings by the Borrower with the SECadditional collateral, and or (ii) any Collateral with respect to such a new Subsidiary as described security agreement, duly executed by the applicable Debtor, in substantially the Guarantee and Collateral form of this Agreement, in respect of such additional or newly registered collateral, granting to Lender, a first priority security interest, pledge and lien thereon (b) deliver subject only to the Administrative Agent Permitted Liens and the other Liens permitted under the Loan Agreement), together in each case with all 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 representing or evidencing Intercompany Obligations the same, and shall, upon Lender’s request, execute or cause to be executed any financing statement or other document (including without limitation, filings required by the U.S. Patent and Trademark Office and/or the U.S. Copyright Office in connection with any such additional or newly registered collateral). Each Debtor hereby (x) authorizes Lender to attach each Amendment to this Agreement, (y) agrees that all other rights and interests constituting such additional collateral listed in any Amendment delivered to Lender shall for all purposes hereunder constitute Collateral, together with, as applicable, undated powers, instruments of transfer and endorsements, in blank, executed and delivered by a duly authorized officer of Holdings, the Borrower or such Subsidiary, as the case may be, and (cz) cause is deemed to have made, upon the delivery of each such new Subsidiary (i) to deliver an Assumption Amendment, the representations and warranties contained in Sections 3.1, 3.2, 3.5, and 3.7 of this Agreement with respect 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, subject to Liens not prohibited by Section 7.3, 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 Agentcovered thereby.

Additional Collateral. With respect to any new Subsidiary (other than any Specified Excluded Subsidiary so long as it qualifies) created or acquired by the Borrower or any of its Subsidiaries (which shall be deemed to have occurred in In the event that any Specified Excluded Subsidiary ceases the Debt Rating falls to qualify or below BB- by Standard and Poor's or Ba3 by Xxxxx'x (the date of such event shall be referred to as such, it being understood that such Subsidiaries will not be required to become Subsidiary Guarantors until such timethe "Additional Collateral Trigger Date"), promptly (a) the Loan Parties shall use diligent efforts to execute and deliver on the Additional Collateral Delivery Date (or such later date agreed to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable to grant to in writing by the Administrative Agent, for the benefit of the Lenders, or the Borrower, as the case may be, a 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 Subsidiary to be included in filings by the Borrower with the SEC, and (ii) any Collateral with respect to such new Subsidiary as described in the Guarantee and Collateral Agreement, (b) deliver to the Administrative Agent the 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 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) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected Lenders, Additional Collateral Documents in form and substance satisfactory to the Administrative Agent, including without limitation Security Agreements, Patent, Trademark and Copyright Security Agreements and Mortgages necessary to grant first priority perfected liens and security interest, interests (subject only to Permitted Liens in favor of the Lenders in the following assets of the Loan Parties (subject to the discretion of the Administrative Agent to exclude any of the following assets from the Additional Collateral in the event that the taking of Liens not upon such assets is impractical, prohibited by law or commercially unreasonable in the Administrative Agent's judgment): accounts, inventory, furniture, fixtures, improvements, as-extracted collateral, general intangibles, coal supply agreements, other material contracts, coal reserves, mineral rights, the NRP Interests, any material Property of any Loan Party and any other assets of any Loan Party as the Administrative Agent in its sole discretion may request. At the time of execution and delivery of the Additional Collateral Documents described in the first sentence of this Section 7.37.1.14, the Loan Parties shall also deliver to the Administrative Agent for the benefit of the Lenders, all in form and substance satisfactory to the Administrative Agent: (i) opinions of legal counsel to the Loan Parties, including opinions of local counsel in each applicable jurisdiction, as such opinions may be reasonably required by the Administrative Agent and with such opinions to be satisfactory in form, scope and substance to the Administrative Agent in its reasonable discretion, (ii) Additional Indemnity Agreements, (iii) Landlord Waivers, (iv) an amendment to the Collateral Sharing Agreement, together with the requisite consent of each of the Secured Parties (as defined in the Collateral described in the Guarantee and Collateral Agreement Sharing Agreement), as necessary or required with respect to the Additional Collateral required by this Section 7.1.14, and (v) title commitments or title reports with respect to any Property which is subject to any Mortgage evidencing that such new Subsidiary, including the filing Property is free and clear of Uniform Commercial Code financing statements in any and all defects and encumbrances whatsoever and is subject only to such jurisdictions exceptions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested approved in writing by the Administrative Agent. At any time subsequent to the Additional Collateral Trigger Date that Borrower acquires Property, Borrower shall comply with all the requirements of Section 5.1.23.2 and this Section 7.1.14 as if such Property had been acquired prior to the Additional Collateral Trigger Date.

Additional Collateral. With respect If the Pledgor shall, at any time and from --------------------- time to time after the date hereof, acquire any new Subsidiary (other than any Specified Excluded Subsidiary so long as it qualifies) created or acquired by additional membership interests in the Borrower or any of its Subsidiaries (which shall be deemed to have occurred in the event that any Specified Excluded Subsidiary ceases to qualify as such, it being understood that such Subsidiaries will not be required to become Subsidiary Guarantors until such time), promptly (a) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit Indebtedness of the Lenders, or the Borrower, as the case may be, a perfected first priority security interest, subject to Liens not prohibited by Section 7.3, types described in clauses (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 Subsidiary to be included in filings by the Borrower with the SEC, and (ii) any Collateral with respect to such new Subsidiary as described in the Guarantee and Collateral Agreement, (b) deliver to the Administrative Agent the 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 blank, executed and delivered by a duly authorized officer of HoldingsSECTION 1, the Borrower same shall be automatically deemed to be Pledged Interests or such SubsidiaryPledged Indebtedness, 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) to take such actions necessary or advisable to grant be pledged to the Administrative Agent for pursuant to SECTION 1, and the benefit 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 Lenders a perfected first priority security interest, subject to Liens not prohibited by Section 7.3, Pledgor (in the Collateral described case of any promissory notes or other instruments), undated stock powers (in the Guarantee case of Pledged Interests evidenced by certificates) or other necessary instruments of transfer or assignment, duly executed in blank and Collateral Agreement in form and substance satisfactory to the Administrative Agent, together with respect to such new Subsidiary, other certificates and instruments as the Administrative Agent may reasonably request (including the filing of Uniform Commercial Code financing statements or appropriate amendments thereto), and will promptly thereafter deliver to the Administrative Agent a fully completed and duly executed amendment to this Agreement in the 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 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 such additional Collateral as required hereinabove shall not impair the security interest of the Administrative Agent in such jurisdictions as may be required by Collateral or otherwise adversely affect the Guarantee rights and Collateral Agreement or by law or as may be requested by remedies of the Administrative AgentAgent hereunder with respect thereto. If any Pledged Interests (whether now owned or hereafter acquired) are "uncertificated securities" within the meaning of the applicable Uniform Commercial Code or are otherwise not evidenced by any certificate or instrument, each applicable Pledgor will promptly notify the Administrative Agent thereof and will promptly take and cause to be taken all actions required under applicable law, including, as applicable, under Article 8 or 9 of the applicable Uniform Commercial Code, to perfect the security interest of the Administrative Agent therein.

Additional Collateral. With respect to any new Subsidiary (other than any Specified Excluded Subsidiary so long as it qualifies) created or acquired In connection with each redetermination of the Borrowing Base, Borrower shall review the applicable Engineering Report and the list of Oil and Gas Properties encumbered by the Borrower or any of its Subsidiaries Security Documents in place at such time to ascertain whether ninety five percent (which shall be deemed to have occurred in the event that any Specified Excluded Subsidiary ceases to qualify as such, it being understood that such Subsidiaries will not be required to become Subsidiary Guarantors until such time), promptly (a9590%) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersProved Reserves owned by each Restricted Person described in such Engineering Report are then encumbered by such Security Documents, or the Borrowerafter giving effect to exploration and production activities, as the case may beacquisitions, a perfected first priority security interest, subject to Liens dispositions and production. If such Oil and Gas Properties do not prohibited by Section 7.3, in represent at least ninety five percent (i9590%) the Equity Interests of such new Subsidiary and all other property of the type that would constitute Collateral of Proved Reserves owned by any such new Subsidiary Restricted Person, then within forty-five (including Intercompany Obligations45) that are held by Holdingsdays after such Determination Date, the Borrower shall, and cause the Restricted Persons to, deliver deeds of trust, mortgages, chattel mortgages, security agreements, financing statements and other Security Documents satisfactory to Administrative Agent for the purpose of granting, confirming, and perfecting first and prior liens or any of its Subsidiariessecurity interests (subject only to Permitted Liens) in and to additional Oil and Gas Properties not already encumbered by a Security Document such that after giving effect thereto, the Proved Reserves so encumbered will equal at least ninety five percent (a95%) limited in after the case of the Equity Interests of any Foreign Subsidiary, to 66% of the total outstanding Equity Interests Ninth Amendment Effective Date90%) of such Foreign Subsidiary and (b) excluding any Equity Interests total value. Prior to the granting of such Subsidiary in excess of the maximum amount of such Equity Interests that could be included in the Collateral without creatingLiensIn addition, in connection with each redetermination of the pledge thereof under any class of debt securities that is secured on a pari passu basis with the ObligationsBorrowing Base, a requirement pursuant Borrower will furnish to Rule 3-16 of Regulation S-X under the Securities Act for separate financial statements of such Subsidiary to be included in filings by the Borrower with the SEC, and (ii) any Collateral with respect to such new Subsidiary as described in the Guarantee and Collateral Agreement, (b) deliver to the Administrative Agent the certificatesdeliver title opinions or other title evidence, if anyin form, representing substance and authorship satisfactory to Administrative Agent, concerning such Equity Interests (constituting securities within the meaning of Section 8-102(a)(15) properties covering enough of the New York UCC)Oil and Gas Properties, and any intercompany notes so that Administrative Agent shall have received, together with title opinions or other instruments evidencing Intercompany Obligations and all title evidence previously delivered to Administrative Agent, reasonably satisfactory title opinions or other rights and interests constituting Collateral, together with, as applicable, undated powers, instruments of transfer and endorsements, in 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) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit title evidence on at least 90% of the Lenders a perfected first priority security interestvalue of the Proved Reserves owned by any Restricted Person, subject to Liens not prohibited by Section 7.3, 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 Administrative Agent and will furnish all other documents and information relating to such properties as Administrative Agent may reasonably request. Borrower acknowledges that Administrative Agent has requested that it provide within thirty (30) days of the Tenth Amendment Effective Date title evidence on at least ninety percent (90%) of the Proved Reserves acquired in the PES Acquisition and that it will timely so provide such evidence. Mid-Con Energy Properties, LLC Compiled Credit Agreement 62 Perfection and Protection of Security Interests and Liens . Borrower will from time to time deliver, and will cause each other Restricted Person from time to time to deliver, to Administrative Agent any financing statements, continuation statements, extension agreements and other documents, properly completed and executed (and acknowledged when required) by Restricted Persons in form and substance satisfactory to Administrative Agent, which Administrative Agent requests for the purpose of perfecting, confirming, or protecting any Liens or other rights in Collateral securing any Obligations.

Additional Collateral. With respect If the Company or a Guarantor acquires property that is not automatically subject to any new Subsidiary (other than any Specified Excluded Subsidiary so long as it qualifies) created or acquired by the Borrower or any of its Subsidiaries (which shall be deemed to have occurred in the event that any Specified Excluded Subsidiary ceases to qualify as such, it being understood that such Subsidiaries will not be required to become Subsidiary Guarantors until such time), promptly (a) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent 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 perfected first priority security interest, subject to Liens not prohibited by Section 7.3, in (i) interest or Lien under the Equity Interests of Security Documents and such new Subsidiary and all other property would be of the type that would constitute Collateral of such new Collateral, or a Subsidiary (including Intercompany Obligations) that are held by Holdingsbecomes a Guarantor, then, subject to exceptions set forth in the Senior Secured Note Documents, the Borrower Company or any of its SubsidiariesGuarantor, as applicable, will provide perfected security interests in and Liens on such property (a) limited or, in the case of the Equity Interests a new Guarantor, all of any Foreign Subsidiary, to 66% its assets constituting Collateral) in favor of the total outstanding Equity Interests of such Foreign Subsidiary Collateral Agent for its benefit and (b) excluding any Equity Interests of such Subsidiary in excess the benefit of the maximum amount Trustee and the Holders of the Notes and any Permitted Additional Pan Passu Obligations and execute and deliver such Equity Interests that could be included mortgages, deeds of trust security instruments, financing statements, certain joinder agreements, opinions of counsel and certificates in respect thereof to the extent required by the Senior Secured Note Documents and thereupon all provisions of the Indenture relating to the Collateral without creating, in connection shall be deemed to relate to such after-acquired Collateral to the same extent and with the pledge thereof under same force and effect. Additionally, if the Company or any class of debt securities Guarantor creates any additional security interest upon any property or asset that is secured on a pari passu basis with would constitute Collateral to secure any Credit Agreement Obligations after the ObligationsIssue Date, a requirement pursuant to Rule 3-16 of Regulation S-X under the Securities Act for separate financial statements of such Subsidiary to be included in filings by the Borrower with the SEC, and (ii) any Collateral including with respect to such new Subsidiary as described in the Guarantee and Collateral Agreementany Real Property (other than Excluded Real Property), (b) deliver it must, subject to the Administrative terms of this Indenture, grant a second-priority security interest and obtain all related deliverables as those delivered to the Credit Agreement Collateral Agent (subject to Permitted Liens, including the certificates, if any, representing first-priority liens that secure the Consolidated First Lien Debt) upon such Equity Interests property as security for the Note Obligations and any Permitted Additional Pari Passu Obligations. If granting a security interest in such property requires the consent of a third party (constituting securities within the meaning of Section 8-102(a)(15) other than Affiliates of the New York UCCCompany), the Company 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 blank, executed and delivered by a duly authorized officer of Holdings, the Borrower or applicable Guarantor may not be required to obtain such Subsidiary, as the case may be, and (c) cause such new Subsidiary (i) to deliver an Assumption Agreement consent with respect to the Guarantee and Collateral Agreement and (ii) to take such actions necessary or advisable to grant to the Administrative Agent second-priority security interest for the benefit of the Lenders a perfected first priority Collateral Agent on behalf of the Holders of the Notes and each other secured party under the Security Documents to the extent such consent is not required to be obtained under the terms of the Security Documents. If any required third party consent is not obtained, the Company or applicable Guarantor will not be required to provide such security interest, subject to Liens not prohibited by Section 7.3, 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.

Additional Collateral. With respect The Company and the Guarantor shall use their best efforts to deliver or cause to be delivered to the Collateral Agent the following items on or before February 1, 2002, and in any new Subsidiary (other than any Specified Excluded Subsidiary so long as it qualifies) created event shall deliver or acquired by cause to be delivered to the Borrower Collateral Agent the following items on or any before the later of its Subsidiaries (which shall be deemed to have occurred in the event that any Specified Excluded Subsidiary ceases to qualify as such, it being understood that such Subsidiaries will not be required to become Subsidiary Guarantors until such time), promptly (a) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent deems necessary February 23, 2002 or advisable to grant to the Administrative Agent, for the benefit of the Lenders, or the Borrower, as the case may be, a 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 the date that Company, the Guarantor and the holders of such Subsidiary at least 66-2/3% in excess of the maximum 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 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 Subsidiary to be included in filings by the Borrower with the SEC, other terms and (ii) any Collateral with respect to such new Subsidiary as described in the Guarantee and Collateral Agreement, (b) deliver to the Administrative Agent the 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 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) 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, subject to Liens not prohibited by Section 7.3, 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 conditions as may be required by the Purchasers: (i) a Subsidiary Guarantee and Subsidiary Subordination Agreement executed by Kenwood Silver Company, Inc., (ii) instruments in form and substance reasonably satisfactory to the Collateral Agreement Agent pursuant to which Kenwood Silver Company, Inc. shall become a party to the Security Documents granting to the Collateral Agent 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 law 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 satisfaction of the Collateral Agent to evidence the form of such policies to be delivered with respect to the Mortgages) in standard ALTA form, issued by a title insurance company satisfactory to the Collateral Agent in an amount not less than the amount of the 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 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 the Collateral Agent showing the courses and distances of all boundaries of the Mortgaged Property and the location of all improvements, fences, driveways, encroachments and easements affecting or 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 Sherrill, New York and the main plant of Buffalo China, Inc. in Buffalo, New York, (vii) insurance certificates in form satisfactory to the Collateral Agent naming the Collateral Agent a loss payee or mortgagee (as the case may be) with respect to the assets of Kenwood Silver Company, Inc. and the Mortgaged Property, and (viii) such other instruments and documents as the Collateral Agent may reasonably request incidental to any of 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 requested by delivered to the Administrative AgentCollateral Agent the foregoing items as and when they become available, including, without limitation, Mortgages on each parcel comprising the Mortgaged Property without the necessity of waiting until the title insurance policies, surveys and other required documents with respect to all Mortgaged Property shall become available.

Additional Collateral. With respect Not later than sixty (60) days (or such longer date as may be reasonably agreed by the Collateral Trustee upon receiving written instruction, advice or concurrence of the Holders of twenty five percent (25%) or more in aggregate principal amount of Notes outstanding provided in accordance with this Indenture, subject to any new Subsidiary (other than any Specified Excluded Subsidiary so long the Collateral Trustee being indemnified and/or secured and/or pre-funded to its satisfaction, as it qualifiesdeems appropriate) created after the acquisition or acquired creation by any Restricted Collateral Subsidiary of any asset (including Intellectual Property but only to the Borrower extent that a second priority perfected Lien would have been required under the terms of the Notes Security Documents granted by Maxeon Solar Pte. Ltd. had such Intellectual Property been registered under the name of Maxeon Solar Pte. Ltd.), except for any asset that constitutes Excluded Assets, that is material to the business or any operations of the Company and its Subsidiaries taken as a whole, which asset would not automatically be subject to the Collateral Trustee’s second priority perfected Lien pursuant to pre-existing Notes Security Documents due to restrictions under applicable laws or regulations, the applicable Restricted Collateral Subsidiary shall, to the extent practicable under applicable law cause such asset to be subject to a second priority perfected Lien (which shall be deemed subject to have occurred the Priority Liens, any lien permitted under the Priority Lien Debt Documents, and any limitations required under the applicable law and/or, if applicable, the exclusions set forth in the event that any Specified Excluded Subsidiary ceases to qualify as such, it being understood that such Subsidiaries will not be required to become Subsidiary Guarantors until such timerelevant Notes Security Document(s), promptly (a) execute and deliver to in favor of the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, Trustee for the benefit of the Lenders, Notes Secured Parties and take such actions as shall be necessary or reasonably requested by the Borrower, as the case may be, a perfected first Collateral Trustee to grant and perfect or record such second priority security interest, subject to Liens not prohibited by Section 7.3Lien, in (i) each case to the Equity Interests of extent practicable under the applicable law; provided that this Section 3.18 shall not apply to the extent such new Subsidiary and all other property assets are of the type over which Liens are permitted under the Priority Lien Debt Documents; provided further that would constitute the applicable Restricted Collateral of Subsidiary shall be required to cause such new Subsidiary asset to be subject to a second priority perfected Lien (including Intercompany Obligations) that are held by Holdingssubject to the Priority Lien, any lien permitted under the Priority Lien Debt Documents, any limitations required under the applicable law, the Borrower or any of its Subsidiaries, (a) limited exclusions set forth in the case relevant Notes Security Document(s), if applicable, the terms of the Equity Interests of any Foreign Subsidiary, to 66% Indenture and/or the terms of the total outstanding Equity Interests of such Foreign Subsidiary and (bIntercreditor Agreement) excluding any Equity Interests of such Subsidiary in excess favor 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 Subsidiary to be included in filings by the Borrower with the SEC, and (ii) any Collateral with respect to such new Subsidiary as described in the Guarantee and Collateral Agreement, (b) deliver to the Administrative Agent the 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 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) to take such actions necessary or advisable to grant to the Administrative Agent Trustee for the benefit of the Lenders a perfected first priority security interest, subject to Liens not prohibited by Section 7.3, in the Collateral described in the Guarantee and Collateral Agreement with respect to Notes Secured Parties and/or take such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions actions as may shall be required by the Guarantee and Collateral Agreement necessary or by law or as may be reasonably requested by the Administrative AgentCollateral Trustee to grant and perfect or record such second priority Lien, in each case to the extent practicable under the applicable law, pursuant to this Section 3.18, only if any such asset becomes part of the collateral securing the Priority Lien Secured Obligations.

Additional Collateral. With respect (a) If (i) any Pacific Routes, Pacific Route Slots or Pacific Route Gate Leaseholds or (ii) any other properties or assets that are intended to any new Subsidiary constitute Collateral under the terms of the Loan Documents (other than any Specified Excluded Subsidiary so long as it qualifies) created or including, without limitation, applicable Additional Collateral), in each case are acquired by the Borrower or any of its Subsidiaries (which shall be deemed to have occurred in Subsidiary after the event that any Specified Excluded Subsidiary ceases to qualify as suchClosing Date, it being understood that such Subsidiaries the Borrower will not be required to become Subsidiary Guarantors until such time), promptly (a) execute and deliver to notify the Administrative Agent thereof and, in each case at its own expense, (1) cause such amendments property or assets to be subjected to a first-priority Lien securing the Obligations, subject to Liens permitted under Section 6.01, to the Guarantee extent required under the applicable Collateral Documents, (2) take, and cause its Subsidiaries to take, such actions as shall be reasonably required to create, grant, establish, preserve and perfect such Liens (including to obtain any release or termination of Liens not permitted under Section 6.01) in favor of the Collateral Trustee for the benefit of the Secured Parties in accordance with the other provisions of this Agreement or the Collateral Documents, (3) to the extent that the fair market value (as determined in good faith by the Administrative Agent deems necessary Borrower) of such Collateral or advisable to grant other assets or properties equals or exceeds $10,000,000, deliver to the Administrative Agent, for the benefit of the Lenders, or the Borrower, as the case may be, a 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 creatingTrustee, 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 Subsidiary to be included in filings by the Borrower with the SEC, and (ii) any Collateral with respect to such new Subsidiary as described in the Guarantee and Collateral Agreement, (b) deliver to the Administrative Agent the 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 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) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected first priority security interestSecured Parties, subject to Liens not prohibited by Section 7.3, in the Collateral described in the Guarantee and Collateral Agreement an Officer's Certificate with respect to such new Subsidiarythe matters described in subclauses (1) and (2) hereof, including in each case in form and substance reasonably satisfactory to the filing of Uniform Commercial Code financing statements Administrative Agent, and (4) to the extent that the fair market value (as determined in such jurisdictions as may be required good faith by the Guarantee Borrower) of such Collateral or other assets or properties equals or exceeds $100,000,000 and the Borrower or the applicable Guarantor shall have entered into a Collateral Agreement Document or by law or a joinder thereto in satisfaction of its obligations under subclauses (1) and (2) hereof, deliver to the Xxxxxxxxxx- tive Agent, for the benefit of the Lenders, and the Collateral Trustee, for the benefit of the Secured Parties, a written opinion of counsel (which counsel shall be reasonably satisfactory to the Administrative Agent) to the Borrower and the Guarantors, as may be requested by applicable, with respect to the matters described in subclauses (1) and (2) hereof, in each case in form and substance reasonably satisfactory to the Administrative Agent.

Additional Collateral. With respect If either Pledgor shall, at any time and from --------------------- time to time after the date hereof, acquire any new Subsidiary (other than any Specified Excluded Subsidiary so long as it qualifies) created or acquired by additional membership interests in the Borrower or any of its Subsidiaries (which shall be deemed to have occurred in the event that any Specified Excluded Subsidiary ceases to qualify as such, it being understood that such Subsidiaries will not be required to become Subsidiary Guarantors until such time), promptly (a) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit Indebtedness of the Lenders, or the Borrower, as the case may be, a perfected first priority security interest, subject to Liens not prohibited by Section 7.3, types described in clauses (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 Subsidiary to be included in filings by the Borrower with the SEC, and (ii) any Collateral with respect to such new Subsidiary as described in the Guarantee and Collateral Agreement, (b) deliver to the Administrative Agent the 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 blank, executed and delivered by a duly authorized officer of HoldingsSECTION 1, the Borrower same shall be automatically deemed to be Pledged Interests or such SubsidiaryPledged Indebtedness, 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) to take such actions necessary or advisable to grant be pledged to the Administrative Agent for pursuant to SECTION 1, and such Pledgor will forthwith pledge and deposit the benefit same with the Administrative Agent and deliver to the Administrative Agent any certificates or instruments therefor, together with the endorsement of the Lenders a perfected first priority security interest, subject to Liens not prohibited by Section 7.3, such Pledgor (in the Collateral described case of any promissory notes or other instruments), undated stock powers (in the Guarantee case of Pledged Interests evidenced by certificates) or other necessary instruments of transfer or assignment, duly executed in blank and Collateral Agreement in form and substance satisfactory to the Administrative Agent, together with respect to such new Subsidiary, other certificates and instruments as the Administrative Agent may reasonably request (including the filing of Uniform Commercial Code financing statements or appropriate amendments thereto), and will promptly thereafter deliver to the Administrative Agent a fully completed and duly executed amendment to this Agreement in the 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 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 such additional Collateral as required hereinabove shall not impair the security interest of the Administrative Agent in such jurisdictions as may be required by Collateral or otherwise adversely affect the Guarantee rights and Collateral Agreement or by law or as may be requested by remedies of the Administrative AgentAgent hereunder with respect thereto. If any Pledged Interests (whether now owned or hereafter acquired) are "uncertificated securities" within the meaning of the applicable Uniform Commercial Code or are otherwise not evidenced by any certificate or instrument, each applicable Pledgor will promptly notify the Administrative Agent thereof and will promptly take and cause to be taken all actions required under applicable law, including, as applicable, under Article 8 or 9 of the applicable Uniform Commercial Code, to perfect the security interest of the Administrative Agent therein.