Common use of Additional Collateral Clause in Contracts

Additional Collateral. (a) On each Collateral Date, the Parent Borrower will notify the Administrative Agent of the identity of any Wholly Owned Subsidiary that is not already a Subsidiary Guarantor and promptly after such Collateral Date will (i) in the case of each such Subsidiary that is a Material Subsidiary, cause such Subsidiary (unless it is a Foreign Subsidiary (or a Subsidiary thereof) or a Receivables Entity) to become a “Subsidiary Guarantor” and a “Grantor” under the Guarantee and Collateral Agreement and, after the occurrence of the Ratings Event, each other relevant Security Document, (ii) cause the Capital Stock of such Wholly Owned Subsidiary to be pledged pursuant to the Guarantee and Collateral Agreement (except that, (A) if such Subsidiary is a Foreign Subsidiary (or a Subsidiary thereof), no Capital Stock of such Subsidiary shall be pledged unless such Subsidiary is a Material Subsidiary that is directly owned by the Parent Borrower or a Domestic Subsidiary, and then the amount of voting stock of such Subsidiary to be pledged pursuant to the Guarantee and Collateral Agreement shall be limited to 65% of the outstanding shares of voting stock of such Subsidiary, (B) if such Subsidiary is a Receivables Entity, no shares of Capital Stock of such Subsidiary shall be pledged if the documentation relating to the Receivables sale, factoring or securitization to which such Receivables Entity is a party expressly prohibits such pledge and (C) if the pledge of the Capital Stock of any such Wholly Owned Subsidiary would result in a violation of any laws, regulations or orders of any Governmental Authority, no shares of the Capital Stock of such Subsidiary shall be pledged) and (iii) except in the case of a Foreign Subsidiary (or a Subsidiary thereof) or a Receivables Entity, take all steps required pursuant to this Section 5.11, Section 5.12 and the relevant Security Documents to create and perfect Liens in the relevant property of such Subsidiary; provided that the Parent Borrower and its Subsidiaries shall not be required to comply with the requirements of this Section 5.11(a) if the Administrative Agent, in its sole discretion, determines that the cost of such compliance is excessive in relation to the value of the collateral security to be afforded thereby.

Additional Collateral. (a) On each Collateral Date, Upon the Parent Borrower will notify the Administrative Agent of the identity formation or acquisition of any Wholly Owned new direct or indirect Subsidiary that is not already a Subsidiary Guarantor and promptly after such Collateral Date will by the Borrower (i) in the case of each such Subsidiary that is a Material Subsidiary, cause such Subsidiary (unless it is other than 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 (except that, (A) if such Subsidiary is a Foreign Subsidiary (or a Subsidiary thereofNon-Material Domestic Subsidiary), no Capital Stock of the Borrower shall, at the Borrower’s expense, within sixty (60) days after such Subsidiary shall be pledged unless formation or acquisition or such Subsidiary is a Material Subsidiary that is directly owned by longer period as the Parent Borrower or a Domestic Subsidiary, and then the amount of voting stock of such Subsidiary to be pledged pursuant to the Guarantee and Collateral Agreement shall be limited to 65% of the outstanding shares of voting stock of such Subsidiary, (B) if such Subsidiary is a Receivables Entity, no shares of Capital Stock of such Subsidiary shall be pledged if the documentation relating to the Receivables sale, factoring or securitization to which such Receivables Entity is a party expressly prohibits such pledge and (C) if the pledge of the Capital Stock of any such Wholly Owned Subsidiary would result in a violation of any laws, regulations or orders of any Governmental Authority, no shares of the Capital Stock of such Subsidiary shall be pledged) and (iii) except in the case of a Foreign Subsidiary (or a Subsidiary thereof) or a Receivables Entity, take all steps required pursuant to this Section 5.11, Section 5.12 and the relevant Security Documents to create and perfect Liens in the relevant property of such Subsidiary; provided that the Parent Borrower and its Subsidiaries shall not be required to comply with the requirements of this Section 5.11(a) if the Administrative Agent, Agent may agree in its sole discretion, determines that the cost of cause each such compliance is excessive in relation Subsidiary to execute and deliver to the Agent a joinder to this Agreement, the Security Agreement and the Guaranty Agreement in form and substance reasonably satisfactory to the Agent; provided, further, that, if at any time a Non-Material Domestic Subsidiary shall, together with its consolidated Subsidiaries, have assets, as of the last day of the Borrower’s most recently ended fiscal quarter, with a book value of 5% or more of the total assets of the Borrower and its Subsidiaries on a consolidated basis on such date, then the Borrower shall cause such Non-Material Domestic Subsidiary to execute and deliver to the Agent a joinder to this Agreement, the Security Agreement and the Guaranty Agreement in form and substance reasonably satisfactory to the Agent; provided, further, that, if at any time the aggregate book value of the collateral security assets of the Domestic Subsidiaries which have not become Subsidiary Loan Parties in accordance with this Section 9.19, together with the assets of their respective consolidated Subsidiaries, shall equal or exceed 10% of the total book value of the assets of the Borrower and its Subsidiaries on a consolidated basis, then the Borrower shall cause one or more additional Domestic Subsidiaries to become Subsidiary Loan Parties in accordance with this Section 9.19; provided, further, that, if at any time the aggregate EBITDA of a Domestic Subsidiary which has not become a Subsidiary Loan Party in accordance with this Section 9.19, together with its consolidated Subsidiaries, shall be afforded therebygreater than or equal to $20,000,000, then the Borrower shall cause such Domestic Subsidiary to become Subsidiary Loan Parties in accordance with this Section 9.19; provided, further, that, notwithstanding anything else to the contrary contained in this clause (a), in no event shall National Beef Leathers, LLC be or become a Subsidiary Loan Party, except upon consent of the Agent.

Additional Collateral. (a) On each Collateral Date, In the Parent Borrower will notify event that any Credit Party acquires a Material Real Estate Asset and such interest has not otherwise been made subject to the Administrative Agent Lien of the identity Collateral Documents in favor of any Wholly Owned Subsidiary that is not already a Subsidiary Guarantor 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 Material Real Estate Asset, take all such actions and promptly after execute and deliver, or cause to be executed and delivered, all such Collateral Date will (imortgages, documents, instruments, agreements, opinions and certificates, including those which are similar to those described in Sections 3.1(e), 3.1(f), 3.1(g) in the case of and 3.1(h) with respect to each such Subsidiary Material Real Estate Asset that is Collateral Agent shall reasonably request to create in favor of Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority Lien on such Material Subsidiary, cause such Subsidiary (unless it is a Foreign Subsidiary Real Estate Assets (or if a Subsidiary thereof) or Lien on any such Real Estate Asset cannot be provided, 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 First Priority perfected Lien on the Capital Stock of the Subsidiary that owns a direct interest in such Wholly Owned Subsidiary to be pledged pursuant to the Guarantee and Collateral Agreement (except that, (A) Real Estate Asset; provided that if such Subsidiary is a Foreign Subsidiary, the Domestic Subsidiary owning such Foreign Subsidiary (directly or through other Foreign Subsidiaries) shall grant a Subsidiary thereof), no Capital Stock of such Subsidiary shall be pledged unless such Subsidiary is a Material Subsidiary that is directly owned by the Parent Borrower or a Domestic Subsidiary, and then the amount of voting stock of such Subsidiary to be pledged pursuant to the Guarantee and Collateral Agreement shall be limited to 65% of the outstanding shares of voting stock of such Subsidiary, (B) if such Subsidiary is a Receivables Entity, no shares of Capital Stock of such Subsidiary shall be pledged if the documentation relating to the Receivables sale, factoring or securitization to which such Receivables Entity is a party expressly prohibits such pledge and (C) if the pledge of First Priority perfected Lien on the Capital Stock of any such Wholly Owned Subsidiary would result in a violation of any lawsdirectly-owned Foreign Subsidiary, regulations or orders of any Governmental Authority, no shares which Lien shall be limited to (A) 66% of the voting Capital Stock of such Foreign Subsidiary shall be pledged) and (iiiB) except in 100% of the case of a Foreign Subsidiary (or a Subsidiary thereof) or a Receivables Entity, take all steps required pursuant to this Section 5.11, Section 5.12 and the relevant Security Documents to create and perfect Liens in the relevant property non-voting Capital Stock of such Subsidiary), in each case, subject to Permitted Liens; provided that the neither Parent Borrower and its Subsidiaries nor any other Credit Party shall not be required to comply with the requirements of this provide or cause to be provided such additional Collateral (or Guarantees pursuant to Section 5.11(a5.8) if (i) at the Administrative Agent, in its sole discretion, determines that the cost time of acquisition of such compliance is excessive in relation to Material Real Estate Asset or Capital Stock, the value ratio of (A) the aggregate Value of all Collateral securing the Secured Obligations (determined as of the collateral security most recent Fiscal Quarter or Fiscal Year for which financial statements are available) to (B) the aggregate Revolving Commitments of all Lenders is at least 4.00 to 1:00 or (ii) any existing Contractual Obligations assumed or entered into by Parent or any such Subsidiary to effectuate or reasonably facilitate the acquisition of such Material Real Estate Assets (including Contractual Obligations governing non-Wholly Owned Subsidiaries or Joint Ventures and Indebtedness permitted to be afforded therebyincurred pursuant to Section 6.1) prohibits the granting of such Lien.

Additional Collateral. With respect to any new Subsidiary (other than any type of Subsidiary referred to in the following parenthetical so long as it qualifies as such or is subject to the restrictions referred to therein) created or acquired by the Borrower or any of its Subsidiaries (which shall be deemed to have occurred in the event that any Non-Recourse Subsidiary, Shell Subsidiary, Excluded Acquired Subsidiary, Qualified LaGrange Entity or Regulated Subsidiary ceases to qualify as such, it being understood that such Subsidiaries will not be required to become Subsidiary Guarantors until such time), promptly (a) On each Collateral Date, the Parent Borrower will notify execute and deliver to the Administrative Agent of the identity of any Wholly Owned Subsidiary that is not already a Subsidiary Guarantor and promptly after such Collateral Date will (i) in the case of each such Subsidiary that is a Material Subsidiary, cause such Subsidiary (unless it is a Foreign Subsidiary (or a Subsidiary thereof) or a Receivables Entity) to 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 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 (except that, (Ai) if the Equity Interests of such new Subsidiary is a Foreign 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 a Subsidiary thereof)any of its Subsidiaries, no Capital Stock limited in the case of the Equity Interests of any Foreign Subsidiary, to 66% of the total outstanding Equity Interests of such Subsidiary shall be pledged unless such Subsidiary is a Material Subsidiary that is directly owned by the Parent Borrower or a Domestic Foreign Subsidiary, and then the amount of voting stock of (ii) any Collateral with respect to such new Subsidiary to be pledged pursuant to as described in the Guarantee and Collateral Agreement shall be limited Agreement, (b) deliver to 65% the Administrative Agent the certificates, if any, representing such Equity Interests (constituting securities within the meaning of Section 8-102(a)(15) of the outstanding shares 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 voting stock transfer and endorsements, in blank, executed and delivered by a duly authorized officer of Holdings, the Borrower or such Subsidiary, (B) if such Subsidiary is a Receivables Entityas the case may be, no shares of Capital Stock of such Subsidiary shall be pledged if the documentation relating to the Receivables sale, factoring or securitization to which such Receivables Entity is a party expressly prohibits such pledge and (C) if the pledge of the Capital Stock of any such Wholly Owned Subsidiary would result in a violation of any laws, regulations or orders of any Governmental Authority, no shares of the Capital Stock of such Subsidiary shall be pledged) and (iiic) except in the case of a Foreign Subsidiary, cause such new Subsidiary (i) to deliver an Assumption Agreement with respect to the Guarantee and Collateral Agreement and (ii) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a Subsidiary thereof) or a Receivables Entityperfected first priority security interest, take all steps required pursuant subject to this Liens not prohibited by Section 5.117.3, Section 5.12 and the relevant Security Documents to create and perfect Liens in the relevant property 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 Subsidiary; provided that the Parent Borrower and its Subsidiaries shall not jurisdictions as may be required to comply with by the requirements of this Section 5.11(a) if Guarantee and Collateral Agreement or by law or as may be requested by 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. (a) On each Collateral Date, the Parent Borrower will notify the Administrative Agent of the identity of any Wholly Owned Subsidiary that is not already a Subsidiary Guarantor and promptly after such Collateral Date will (i) in Subject to applicable law, each Borrower will cause any domestic Subsidiaries formed or acquired after the case date 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) this Agreement to become a “Subsidiary Guarantor” and a “Grantor” under the Guarantee and Collateral Agreement and, after the occurrence guarantor of the Ratings EventObligations by executing a guaranty in form and substance reasonably satisfactory to the Lender or a joinder to this Agreement, each other relevant Security Document, and to grant first priority Liens to the Lender in all property of such Subsidiary pursuant to security documents in form and substance reasonably satisfactory to the Lender; (ii) each Borrower will cause (1) 100% of the Capital Stock issued and outstanding Equity Interests of such Wholly Owned Subsidiary to be pledged pursuant to the Guarantee each of its domestic Subsidiaries (other than any domestic foreign subsidiary holding company) and Collateral Agreement (except that, (A2) if such Subsidiary is a Foreign Subsidiary (or a Subsidiary thereof), no Capital Stock of such Subsidiary shall be pledged unless such Subsidiary is a Material Subsidiary that is directly owned by the Parent Borrower or a Domestic Subsidiary, and then the amount of voting stock of such Subsidiary to be pledged pursuant to the Guarantee and Collateral Agreement shall be limited to 65% of the issued and outstanding shares Equity Interests entitled to vote (within the meaning of voting stock Treas. Reg. Section 1.956-2(c)(2)) and 100% of such Subsidiarythe issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each foreign Subsidiary or domestic foreign subsidiary holding company owned by any Borrower to be subject at all times to a first priority, (B) if such Subsidiary is a Receivables Entity, no shares perfected Lien in favor of Capital Stock of such Subsidiary shall be pledged if the documentation relating Lender pursuant to the Receivables sale, factoring or securitization to which such Receivables Entity is a party expressly prohibits such pledge terms and (C) if the pledge conditions of the Capital Stock of any such Wholly Owned Subsidiary would result in a violation of any laws, regulations Loan Documents or orders of any Governmental Authority, no shares of other security documents as the Capital Stock of such Subsidiary Lender shall be pledged) and reasonably request; (iii) except without limiting the foregoing, each Borrower will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Lender such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents), which may be required by law or which the Lender may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority (subject to Permitted Liens) of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Borrowers; and (iv) subject to any applicable thresholds or limitations in the case Collateral Documents, if any material assets (including any real property or improvements thereto or any interest therein) are acquired by any Borrower or its Subsidiaries outside the ordinary course of a Foreign Subsidiary business after the date of this Agreement (or a Subsidiary thereof) or a Receivables Entity, take all steps required other than assets constituting Collateral that become subject to the Lien in favor of the Lender pursuant to this Section 5.11the Collateral Documents upon acquisition thereof or specifically excluded collateral), Section 5.12 the Borrowers will (1) notify the Lender thereof and, if reasonably requested by the Lender, cause such assets to be subjected to a Lien securing the Obligations and (2) take, and cause each Subsidiary to take, such actions as shall be necessary or reasonably requested by the relevant Security Documents Lender to create grant and perfect Liens such Liens, including actions described in the relevant property of such Subsidiary; provided that the Parent Borrower and its Subsidiaries shall not be required to comply with the requirements clause (iii) of this Section 5.11(a) if Section, all at the Administrative Agent, in its sole discretion, determines that the cost of such compliance is excessive in relation to the value expense of the collateral security to be afforded therebyBorrowers.

Additional Collateral. (a) 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 and, promptly after such Collateral Date will Date, will, (i) in the case of each such Wholly Owned Subsidiary that is a Material Subsidiary, cause such Subsidiary (unless it is a Foreign Subsidiary (or a Subsidiary thereof) or a Receivables Entityan Excluded Subsidiary) to become a “Subsidiary Guarantor” and and, to the extent that Collateral is required to be pledged pursuant to this Agreement, a “Grantor” under the Guarantee and Collateral Agreement Agreement, and, after to the occurrence of the Ratings Eventextent that Collateral is required to be pledged pursuant to this Agreement, to become a party to each other relevant Security Document, (ii) to the extent that Collateral is required to be pledged pursuant to this Agreement, cause the Capital Stock of in such Wholly Owned Subsidiary (unless it is an Unrestricted Subsidiary) to be pledged pursuant to the Guarantee and Collateral Agreement (except that, (A) if such Subsidiary is a Foreign Subsidiary (or a Subsidiary thereof), no Capital Stock of in such Subsidiary shall be pledged pledged, unless such Subsidiary is a Material Subsidiary that is directly owned by the Parent Borrower or a Domestic SubsidiarySubsidiary Guarantor, and then then, the amount of voting stock of in such Subsidiary to be pledged pursuant to the Guarantee and Collateral Agreement shall be limited to 65% sixty-five percent (65.0%) of the outstanding shares of voting stock of in such Subsidiary, (B) if such Subsidiary is a Receivables Entity, no shares of Capital Stock of in 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 pledge, (C) if the pledge of the Capital Stock of in any such Wholly Owned Subsidiary would result in a violation of any laws, regulations applicable Laws or orders of any Governmental Authority, no shares of the Capital Stock of in such Subsidiary shall be pledged, (D) (I) neither the Parent Borrower nor any Subsidiary Guarantor shall be required to pledge any Capital Stock in Ballantyne Holding Company, and, (II) for the avoidance of doubt, SPX Xxxxx UK Limited shall not be required to be a “Grantor” under the Guarantee and Collateral Agreement or become a party to any other Security Document, (E) Capital Stock shall not be required to be pledged to the extent that the Guarantee and Collateral Agreement expressly provides that such Capital Stock is not required to be pledged, and (F) no Capital Stock in any Subsidiary that is not a Material Subsidiary shall be required to be pledged (notwithstanding anything set forth in the Guarantee and Collateral Agreement), so long as the aggregate assets of all such Subsidiaries whose Capital Stock is not pledged as Collateral pursuant to this clause (a)(ii)(F) does not exceed $40,000,000 when taken together for all such Subsidiaries (excluding the assets of any Subsidiary the Capital Stock in which is not required to be pledged pursuant to the foregoing clauses (a)(ii)(A) through (a)(ii)(E)) on an aggregate basis, and (iii) to the extent that Collateral is required to be pledged pursuant to this Agreement, except in the case of a Foreign Subsidiary (or a Subsidiary thereof) or a Receivables Entityan Excluded Subsidiary, take all steps required pursuant to this Section 5.11, Section 5.12 and the relevant Security Documents to create and perfect Liens in the relevant property of such Subsidiary; provided that provided, that, the Parent Borrower and its Restricted Subsidiaries shall not be required to comply with the requirements of this Section 5.11(aclause (a) 150 if the Administrative Agent, in its sole discretion, determines that the cost or other negative consequence to the Parent Borrower and its Restricted Subsidiaries of such compliance is excessive in relation to the value of the collateral security to be afforded thereby.

Additional Collateral. (a) On each Collateral From and after the Closing Date, the Parent Borrower will notify Company shall, and shall cause each Restricted Subsidiary to, grant to the Administrative Agent Collateral Agent, subject only to Permitted Liens, a first priority Lien on all property to the extent that the New Credit Facility requires the creation of a Lien, such Lien to secure the obligations under the New Credit Facility, the Term Loan Credit Facility and the Notes on an equal basis, subject to the terms of the identity Intercreditor Agreement. Without limitation of any Wholly Owned the foregoing, from and after the Closing Date, the Company shall, and shall cause each Restricted Subsidiary that is to, grant to the Collateral Agent to secure the obligations under the New Credit Facility, the Term Loan Credit Facility and the Notes on an equal basis, subject to the terms of the Intercreditor Agreement, to Permitted Liens and the other terms of this Indenture, to the extent not already a Subsidiary Guarantor and promptly after such Collateral Date will (i) in the case of each such Subsidiary that is a Material Subsidiary, cause such Subsidiary (unless it is a Foreign Subsidiary (or a Subsidiary thereof) or a Receivables Entity) to become a “Subsidiary Guarantor” and a “Grantor” under the Guarantee and Collateral Agreement and, after the occurrence of the Ratings Event, each other relevant Security Document, (ii) cause the Capital Stock of such Wholly Owned Subsidiary to be pledged pursuant to the Guarantee and Collateral Agreement (except that, (A) if such Subsidiary is a Foreign Subsidiary (or a Subsidiary thereof), no Capital Stock of such Subsidiary shall be pledged unless such Subsidiary is a Material Subsidiary that is directly owned granted by the Parent Borrower existing Security Documents, a first priority Lien on all immovable or a Domestic real property and related fixtures now or thereafter acquired by the Company or any Restricted Subsidiary, and then a first priority Lien on all leasehold estates (other than leases for floor space within a mall) and related fixtures now or thereafter acquired by the amount Company or any Restricted Subsidiary to the extent permitted by the terms of voting stock the instrument creating such leasehold estate (and if not permitted by the terms of such instrument, the Company shall use reasonable commercial efforts, or cause its Restricted Subsidiary to be pledged pursuant use reasonable commercial efforts, to obtain a consent from the landlord to grant such mortgage) and to waive or subordinate its landlord Lien (whether granted by the instrument creating the leasehold estate or by applicable law). Without limitation of the foregoing, from and after the Closing Date, in the event the Company or any Restricted Subsidiary begins to operate in a state 45 52 or territory of the United States in which a financing statement perfecting the Liens created by the Security Documents is then not perfected, the Company shall, and shall cause such Restricted Subsidiary to, execute, file and forward to the Guarantee Trustee and the Collateral Agreement Agent a copy of such filed financing statement. The Company shall deliver, or cause to be limited delivered, to 65% the Collateral Agent and the Trustee, one or more Opinions of Counsel to the effect that such Security Documents create legal, valid, binding and enforceable obligations of the outstanding shares of voting stock of Company or Restricted Subsidiary party thereto and that all such Subsidiary, (B) if action and filings necessary to take such Subsidiary is a Receivables Entity, no shares of Capital Stock of such Subsidiary shall be pledged if the documentation relating to the Receivables sale, factoring or securitization to which such Receivables Entity is a party expressly prohibits such pledge and (C) if the pledge of the Capital Stock of any such Wholly Owned Subsidiary would result in a violation of any laws, regulations or orders of any Governmental Authority, no shares of the Capital Stock of such Subsidiary shall be pledged) and (iii) except in the case of a Foreign Subsidiary (or a Subsidiary thereof) or a Receivables Entity, take all steps required pursuant to this Section 5.11, Section 5.12 and the relevant Security Documents to create and perfect Liens in the relevant property of such Subsidiary; provided that the Parent Borrower and its Subsidiaries shall not be required to comply with the requirements of this Section 5.11(a) if the Administrative Agent, in its sole discretion, determines that the cost of such compliance is excessive in relation to the value of the collateral security to be afforded therebyhave been taken.

Additional Collateral. (a) On each Collateral In the event that the Representative or any of its Subsidiaries grants to the agent or the lenders under the Xxxxxx Credit Agreement in respect of the obligations under the Financing Documents, at any time after the Amendment No. 6 Effective Date, a Lien on any of its property or assets (other than any Lien on (i) the Parent Borrower will notify New Mortgage Property (as defined in the Xxxxxx Credit Agreement) or (ii) any Substituted Assets on which a Lien is permitted under Section 10.2(g)(xvi)) the Representative shall, or shall cause its Subsidiary to, as the case may be, simultaneously grant to the Administrative Agent and/or the Agent Lessor for the benefit of all the Lenders, a security interest in such property or assets on an equal and ratable basis with the grant of the identity of any Wholly Owned Subsidiary that is not already a Subsidiary Guarantor and promptly after such Collateral Date will (i) in security interest to the case of each such Subsidiary that is a Material Subsidiary, cause such Subsidiary (unless it is a Foreign Subsidiary (agent or a Subsidiary thereof) or a Receivables Entity) to become a “Subsidiary Guarantor” and a “Grantor” the lenders under the Guarantee and Collateral Agreement and, after the occurrence of the Ratings Event, each other relevant Security Document, (ii) cause the Capital Stock of such Wholly Owned Subsidiary to be pledged pursuant to the Guarantee and Collateral Agreement (except that, (A) if such Subsidiary is a Foreign Subsidiary (Xxxxxx Credit Agreement. If all amounts now or a Subsidiary thereof), no Capital Stock of such Subsidiary shall be pledged unless such Subsidiary is a Material Subsidiary that is directly owned hereafter payable by the Parent Borrower or a Domestic Subsidiary, and then the amount of voting stock of such Subsidiary to be pledged pursuant to the Guarantee and Collateral Agreement shall be limited to 65% of the outstanding shares of voting stock of such Subsidiary, (B) if such Subsidiary is a Receivables Entity, no shares of Capital Stock of such Subsidiary shall be pledged if the documentation relating to the Receivables sale, factoring or securitization to which such Receivables Entity is a party expressly prohibits such pledge and (C) if the pledge of the Capital Stock of any such Wholly Owned Subsidiary would result in a violation of any laws, regulations or orders of any Governmental Authority, no shares of the Capital Stock of such Subsidiary shall be pledged) and (iii) except in the case of a Foreign Subsidiary (or a Subsidiary thereof) or a Receivables Entity, take all steps required pursuant to this Section 5.11, Section 5.12 and the relevant Security Documents to create and perfect Liens in the relevant property of such Subsidiary; provided that the Parent Borrower Representative and its Subsidiaries under the AmSouth Mortgage Facility or the Washington Mutual Mortgage Facilities shall not be required have been repaid in full, then, to comply with the requirements of this Section 5.11(a) if extent permitted under the Senior Note Agreement and the New Senior Note Agreement, the Representative shall, or shall cause its applicable Subsidiary to, grant to the Administrative Agent, in its sole discretion, determines that Agent and/or the cost Agent Lessor for the benefit of all the Lenders Liens on the property or assets theretofore securing such compliance is excessive in relation Mortgage Facility Obligations to secure the value Obligations (which Liens may equally and ratably secure the obligations of the collateral security to be afforded therebyRepresentative and the Subsidiary Guarantors (as defined under the Xxxxxx Credit Agreement) under the Financing Documents)."

Additional Collateral. (a) On each Collateral Date, the Parent Borrower will notify the Administrative Agent of the identity of any Wholly Owned Subsidiary that is not already a Subsidiary Guarantor and promptly after such Collateral Date will (i) in Borrowers will cause any Subsidiaries formed or acquired after the case date 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) this Agreement to become a “Borrower hereunder by executing a joinder agreement in form and substance reasonable satisfactory to Bank, and to grant Liens to Bank in all property of such Subsidiary Guarantor” pursuant to security documents in form and a “Grantor” under the Guarantee and Collateral Agreement and, after the occurrence of the Ratings Event, each other relevant Security Document, substance satisfactory to Bank; (ii) Borrowers will cause (1) 100% of the Capital Stock issued and outstanding Equity Interests of such Wholly Owned Subsidiary to be pledged pursuant to the Guarantee each of their domestic Subsidiaries and Collateral Agreement (except that, (A2) if such Subsidiary is a Foreign Subsidiary (or a Subsidiary thereof), no Capital Stock of such Subsidiary shall be pledged unless such Subsidiary is a Material Subsidiary that is directly owned by the Parent Borrower or a Domestic Subsidiary, and then the amount of voting stock of such Subsidiary to be pledged pursuant to the Guarantee and Collateral Agreement shall be limited to 65% of the issued and outstanding shares Equity Interests entitled to vote (within the meaning of voting stock Treas. Reg. Section 1.956-2(c)(2)) and 100% of such Subsidiary, the issued and outstanding Equity Interests not entitled to vote (Bwithin the meaning of Treas. Reg. Section 1.956-2(c)(2)) if such in each foreign Subsidiary is owned by Borrowers to be subject at all times to a Receivables Entity, no shares perfected Lien in favor of Capital Stock of such Subsidiary shall be pledged if the documentation relating Bank pursuant to the Receivables sale, factoring or securitization to which such Receivables Entity is a party expressly prohibits such pledge terms and (C) if the pledge conditions of the Capital Stock of any such Wholly Owned Subsidiary would result in a violation of any laws, regulations Loan Documents or orders of any Governmental Authority, no shares of the Capital Stock of such Subsidiary other security documents as Bank shall be pledged) and reasonably request; (iii) except without limiting the foregoing, Borrowers will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to Bank such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents), which may be required by law or which Bank may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Loan Documents, all at the expense of Borrowers; and (iv) if any material assets (including any real property or improvements thereto or any interest therein) are acquired by Borrowers or their Subsidiaries after the date of this Agreement (other than assets constituting Collateral that become subject to the Lien in the case favor of a Foreign Subsidiary (or a Subsidiary thereof) or a Receivables Entity, take all steps required Bank pursuant to this Section 5.11the Loan Documents upon acquisition thereof or specifically excluded collateral), Section 5.12 Borrowers will (1) notify Bank thereof and, if requested by Bank, cause such assets to be subjected to a Lien securing the Obligations and the relevant Security Documents (2) take, and cause each Subsidiary to create take, such actions as shall be necessary or reasonably requested by Bank to grant and perfect Liens such Liens, including actions described in the relevant property of such Subsidiary; provided that the Parent Borrower and its Subsidiaries shall not be required to comply with the requirements paragraph (iii) of this Section 5.11(a) if Section, all at the Administrative Agent, in its sole discretion, determines that the cost expense of such compliance is excessive in relation to the value of the collateral security to be afforded therebyBorrowers.

Additional Collateral. The then current market value of any marketable securities pledged under this Agreement and the amount, if any, of the Cash Deposit (collectively, together with any earnings thereon and proceeds therefrom, the "Pledged Collateral") shall be maintained at not less than 110% of the remaining principal amount of the Note as set forth below. For purposes of this Agreement, the current market value of marketable securities shall, as of the date of each determination thereof, be based upon the average of the closing prices of such securities on the relevant national securities exchange in New York (or, if any such security is not traded on an exchange in New York, the place where such security is so traded) for the twenty (20) trading days immediately preceding the date of determination; in the event that such securities are traded on more than one exchange, such closing prices on the American Stock Exchange shall control. Should the then current market value of the Pledged Collateral be less than 110% of the remaining principal amount of the Note, Pledgor shall within 20 business days after Pledgee has notified Pledgor in writing of such deficiency either (a) On each Collateral Date, reduce the Parent Borrower will notify the Administrative Agent remaining principal amount of the identity of any Wholly Owned Subsidiary that is not already a Subsidiary Guarantor and promptly after such Collateral Date will (i) in the case of each such Subsidiary that is a Material Subsidiary, cause such Subsidiary (unless it is a Foreign Subsidiary (or a Subsidiary thereof) or a Receivables Entity) to become a “Subsidiary Guarantor” and a “Grantor” under the Guarantee and Collateral Agreement and, after the occurrence of the Ratings Event, each other relevant Security Document, (ii) cause the Capital Stock of such Wholly Owned Subsidiary to be pledged pursuant to the Guarantee and Collateral Agreement (except that, (A) if such Subsidiary is a Foreign Subsidiary (or a Subsidiary thereof), no Capital Stock of such Subsidiary shall be pledged unless such Subsidiary is a Material Subsidiary that is directly owned Note by the Parent Borrower or a Domestic Subsidiary, and then the amount of voting stock of such Subsidiary to be pledged pursuant deficiency or (b) deliver to the Guarantee and Custodian for the benefit of the Pledgee additional collateral reasonably acceptable to Pledgee (the "Additional Collateral"), in either case so that the then aggregate current market value of the Pledged Collateral Agreement plus the Additional Collateral shall be limited to 65not less than 110% of the outstanding shares of voting stock of such Subsidiary, (B) if such Subsidiary is a Receivables Entity, no shares of Capital Stock of such Subsidiary shall be pledged if the documentation relating to the Receivables sale, factoring or securitization to which such Receivables Entity is a party expressly prohibits such pledge and (C) if the pledge remaining principal amount of the Capital Stock of Note. At any such Wholly Owned Subsidiary would result in a violation of any laws, regulations or orders of any Governmental Authority, no shares of time when the Capital Stock of such Subsidiary shall be pledged) and (iii) except in the case of a Foreign Subsidiary (or a Subsidiary thereof) or a Receivables Entity, take all steps required pursuant to this Section 5.11, Section 5.12 and the relevant Security Documents to create and perfect Liens in the relevant property of such Subsidiary; provided that the Parent Borrower and its Subsidiaries shall not be required to comply with the requirements of this Section 5.11(a) if the Administrative Agent, in its sole discretion, determines that the cost of such compliance is excessive in relation to the then aggregate current market value of the collateral security Pledged Collateral plus the Additional Collateral exceeds 110% of the remaining principal amount of the Note, Pledgee shall, within 10 business days after Pledgor has notified Pledgee in writing of such excess, instruct the Custodian to return to the Pledgor an amount of the Additional Collateral so that the then current market value of the Pledged Collateral plus the remaining Additional Collateral shall be afforded therebynot greater than 110% of the remaining principal amount of the Note.

Additional Collateral. With respect to any new Subsidiary (other than a Shell Subsidiary so long as it qualifies as such) created or acquired by the Borrower or any of its Subsidiaries (which shall be deemed to have occurred in the event that (x) any Non-Recourse Subsidiary or Qualified LaGrange Entity ceases to qualify as such, and (y) any Subsidiary (including any Excluded Acquired Subsidiary) and its Subsidiaries previously prohibited from, or unable to become, a Subsidiary Guarantor pursuant to the terms of any Qualified Indebtedness of any Qualified Parent Company described in clause (a)(ii) of the definition thereof outstanding on the Second Restatement Effective Date or Indebtedness of any such Subsidiary shall be permitted or able to become a Subsidiary Guarantor or such Indebtedness shall no longer be outstanding, it being understood that such Subsidiaries will not be required to become Subsidiary Guarantors until such time), promptly (a) On each Collateral Date, execute and deliver to the Parent Borrower will notify the Administrative Funding Agent of the identity of any Wholly Owned Subsidiary that is not already a Subsidiary Guarantor and promptly after such Collateral Date will (i) in the case of each such Subsidiary that is a Material Subsidiary, cause such Subsidiary (unless it is a Foreign Subsidiary (or a Subsidiary thereof) or a Receivables Entity) to 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 amendments to the Guarantee and Collateral Agreement (except thatas the Funding Agent deems necessary or advisable to grant to the Funding Agent, (A) if such Subsidiary is for the benefit of the Lenders, a Foreign Subsidiary (or a Subsidiary thereof), no Capital Stock perfected first priority security interest in the Equity Interests and all other property of the type that would constitute Collateral of such Subsidiary shall be pledged unless such Subsidiary is a Material new Subsidiary that is directly owned are held by the CCO Parent Borrower (on or a Domestic Subsidiary, and then the amount of voting stock of such Subsidiary to be pledged pursuant to after the Guarantee and Collateral Agreement Pledge Date), the Borrower or any of its Subsidiaries, which in the case of Intercompany Obligations constituting Indebtedness owed to it, shall be evidenced by an Intercompany Note and in the case of Equity Interests of any Foreign Subsidiary, limited to 6566% of the total outstanding shares Equity Interests of voting such Foreign Subsidiary, (b) deliver to the Funding Agent the certificates, if any, representing such Equity Interests, and any intercompany notes or other instruments evidencing Intercompany Obligations and all other rights and interests constituting Collateral, together with, as applicable, undated stock powers, instruments of transfer and endorsements, in blank, executed and delivered by a duly authorized officer of the Borrower or such Subsidiary, as the case may be (B) if such Subsidiary is a Receivables Entity, no shares of Capital Stock of such Subsidiary shall be pledged if which in the documentation relating to the Receivables sale, factoring or securitization to which such Receivables Entity is a party expressly prohibits such pledge and (C) if the pledge of the Capital Stock case of any such Wholly Owned Subsidiary would result in a violation of any lawscertificates, regulations notes or orders of any Governmental Authorityinstruments held by the CCO Parent, no shares of will not be required to be delivered until after the Capital Stock of such Subsidiary shall be pledgedGuarantee and Pledge Date) and (iiic) except in the case of a Foreign Subsidiary, an Excluded Acquired Subsidiary (or a Subsidiary thereofuntil it ceases to qualify as such) or a Receivables EntityQualified LaGrange Entity (until it ceases to qualify as such), cause such new Subsidiary (i) to become a party to the Guarantee and Collateral Agreement and (ii) to take all steps required pursuant such actions necessary or advisable to this Section 5.11, Section 5.12 and grant to the relevant Security Documents to create and perfect Liens Funding Agent for the benefit of the Lenders a perfected first priority security interest in the relevant property 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 Subsidiary; provided that the Parent Borrower and its Subsidiaries shall not jurisdictions as may be required to comply with by the requirements of this Section 5.11(a) if Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Funding 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. (a) On each Collateral Date, the Parent Borrower will notify the Administrative Agent of the identity of any Wholly Owned Subsidiary that is not already a Subsidiary Guarantor and promptly after such Collateral Date will (i) in the case of each such Wholly Owned Subsidiary that is a Material Subsidiary, cause such Subsidiary (unless it is an Unrestricted Subsidiary, a Foreign Subsidiary (or a Subsidiary thereof) or a Receivables Entity) to become a “Subsidiary Guarantor” and a “Grantor” under 135 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 (unless it is an Unrestricted Subsidiary) to be pledged pursuant to the Guarantee and Collateral Agreement (except that, (A) if such Subsidiary is a Foreign Subsidiary (or a Subsidiary thereof), no Capital Stock of such Subsidiary shall be pledged unless such Subsidiary is a Material Subsidiary that is directly owned by the Parent Borrower or a Domestic SubsidiarySubsidiary Guarantor, and then the amount of voting stock of such Subsidiary to be pledged pursuant to the Guarantee and Collateral Agreement shall be limited to 65% of the outstanding shares of voting stock of such Subsidiary, (B) if such Subsidiary is a Receivables Entity, no shares of Capital Stock of such Subsidiary shall be pledged if the documentation relating to the Receivables sale, factoring or securitization to which such Receivables Entity is a party expressly prohibits such pledge and pledge, (C) if the pledge of the Capital Stock of any such Wholly Owned Subsidiary would result in a violation of any laws, regulations or orders of any Governmental Authority, no shares of the Capital Stock of such Subsidiary shall be pledged, (D) no Capital Stock of SPX International GmbH, a cooperative association established under the laws of Germany, shall be pledged, (E) neither the Parent Borrower nor any Subsidiary Guarantor shall be required to pledge any Capital Stock of Ballantyne Holding Company, and, for the avoidance of doubt, none of Ballantyne Company, SPX Cxxxx Luxembourg S.à r.x. or SPX Cxxxx UK Limited shall be required to be a “Grantor” under the Guarantee and Collateral Agreement, (F) Capital Stock shall not be required to be pledged to the extent that the Guarantee and Collateral Agreement expressly provides that such Capital Stock is not required to be pledged, and (G) no Capital Stock of any Subsidiary that is not a Material Subsidiary shall be required to be pledged (notwithstanding anything set forth in the Guarantee and Collateral Agreement) so long as the aggregate assets of all such Subsidiaries whose Capital Stock is not pledged as Collateral pursuant to this clause (G) does not exceed $25,000,000 when taken together for all such Subsidiaries (excluding the assets of any Subsidiary the Capital Stock of which is not required to be pledged pursuant to clauses (A) – (F)) on an aggregate basis) and (iii) except in the case of an Unrestricted Subsidiary, a Foreign Subsidiary (or a Subsidiary thereof) or a Receivables Entity, take all steps required pursuant to this Section 5.11, Section 5.12 and the relevant Security Documents to create and perfect Liens in the relevant property of such Subsidiary; provided that the Parent Borrower and its Restricted Subsidiaries shall not be required to comply with the requirements of this Section 5.11(a) if the Administrative Agent, in its sole discretion, determines that the cost or other negative consequence to the Parent Borrower and its Restricted Subsidiaries of such compliance is excessive in relation to the value of the collateral security to be afforded thereby.

Additional Collateral. (a) On each Collateral DateWith respect to any assets (with a fair market value in excess of $1,000,000, the Parent Borrower will notify the Administrative Agent of the identity of any Wholly Owned Subsidiary that is not already a Subsidiary Guarantor and promptly after such Collateral Date will (i) in the case of each such Subsidiary that is a Material Subsidiary, cause such Subsidiary (unless it is a Foreign Subsidiary (or a Subsidiary thereof) or a Receivables Entity) to become a “Subsidiary Guarantor” and a “Grantor” under the Guarantee and Collateral Agreement and, after the occurrence of the Ratings Event, each other relevant Security Document, (ii) cause the Capital Stock of such Wholly Owned Subsidiary to be pledged pursuant to the Guarantee and Collateral Agreement (except that, (A) if such Subsidiary is a Foreign Subsidiary (or a Subsidiary thereof), no Capital Stock of such Subsidiary shall be pledged unless such Subsidiary is a Material Subsidiary that is directly owned by the Parent Borrower or a Domestic Subsidiary, and then the amount of voting stock of such Subsidiary to be pledged pursuant to the Guarantee and Collateral Agreement shall be limited to 65% of the outstanding shares of voting stock of such Subsidiary, (B) if such Subsidiary is a Receivables Entity, no shares of Capital Stock of such Subsidiary shall be pledged if the documentation relating to the Receivables sale, factoring or securitization to which such Receivables Entity is a party expressly prohibits such pledge and (C) if the pledge of the Capital Stock of any such Wholly Owned Subsidiary would result in a violation of any laws, regulations or orders of any Governmental Authority, no shares of the Capital Stock of such Subsidiary shall be pledged) and (iii) except in the case of a Foreign Subsidiary (or a Subsidiary thereof) or a Receivables Entity, take all steps required pursuant to this Section 5.11, Section 5.12 and the relevant Security Documents to create and perfect Liens in the relevant property of such Subsidiary; provided that the Parent Lenders may at any time request that the Borrower and its Subsidiaries shall not be required to comply with the requirements of this Section 5.11(asubsection 10.10 (a) if with respect to any assets (other than real property with a fair market value less than $1,000,000) having a lesser fair market value) acquired or created after the Closing Date by the Borrower 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 (x) any assets described in paragraph (b) or (c) of this subsection, (y) property subject to a lien permitted by subsections 11.3(g) and (h) or 11.14(b) and (z) immaterial assets a Lien on which cannot be perfected by filing UCC-1 financing statements or by filings in the United States Patent and 66 61 Trademark Office), promptly (and in any event within 30 days after the creation or acquisition thereof): (i) execute and deliver to the Administrative Agent such amendments to the relevant Security Documents or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a Lien on such assets, (ii) take all actions necessary or advisable to cause such Lien to be duly perfected in its sole discretionaccordance with all applicable Requirements of Law, determines that including, without limitation, the cost filing of financing statements in such compliance is excessive in relation jurisdictions as may be reasonably requested by the Administrative Agent, and (iii) if requested by the Administrative Agent, deliver to the value 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; provided, however, that, with respect to any Intellectual Property (each such term, as defined in the Master Guarantee and Collateral Agreement) acquired or created by the Borrower or any of its Domestic Subsidiaries after the Closing Date, the foregoing documentation need only be provided within 10 Business Days following the last day of the collateral security to be afforded therebyfiscal quarter of the Borrower in which such Intellectual Property was so acquired or created.

Additional Collateral. (a) On each Collateral Date, the Parent Borrower will notify the Administrative Agent of the identity of any Wholly Owned Subsidiary that is not already a Subsidiary Guarantor and promptly after such Collateral Date will (i) in the case of each such Wholly Owned Subsidiary that is a Material Subsidiary, cause such Subsidiary (unless it is an Unrestricted Subsidiary, 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 (unless it is an Unrestricted Subsidiary) to be pledged pursuant to the Guarantee and Collateral Agreement (except that, (A) if such Subsidiary is a Foreign Subsidiary (or a Subsidiary thereof), no Capital Stock of such Subsidiary shall be pledged unless such Subsidiary is a Material Subsidiary that is directly owned by the Parent Borrower or a Domestic SubsidiarySubsidiary Guarantor, and then the amount of voting stock of such Subsidiary to be pledged pursuant to the Guarantee and Collateral Agreement shall be limited to 65% of the outstanding shares of voting stock of such Subsidiary, (B) if such Subsidiary is a Receivables Entity, no shares of Capital Stock of such Subsidiary shall be pledged if the documentation relating to the Receivables sale, factoring or securitization to which such Receivables Entity is a party expressly prohibits such pledge and pledge, (C) if the pledge of the Capital Stock of any such Wholly Owned Subsidiary would result in a violation of any laws, regulations or orders of any Governmental Authority, no shares of the Capital Stock of such Subsidiary shall be pledged, (D) no Capital Stock of SPX International GmbH, a cooperative association established under the laws of Germany, shall be pledged, (E) neither the Parent Borrower nor any Subsidiary Guarantor shall be required to pledge any Capital Stock of Ballantyne Holding Company, and, for the avoidance of doubt, none of Ballantyne Company, SPX Xxxxx Luxembourg S.à x.x. or SPX Xxxxx UK Limited shall be required to be a “Grantor” under the Guarantee and Collateral Agreement, (F) Capital Stock shall not be required to be pledged to the extent that the Guarantee and Collateral Agreement expressly provides that such Capital Stock is not required to be pledged, and (G) no Capital Stock of any Subsidiary that is not a Material Subsidiary shall be required to be pledged (notwithstanding anything set forth in the Guarantee and Collateral Agreement) so long as the aggregate assets of all such Subsidiaries whose Capital Stock is not pledged as Collateral pursuant to this clause (G) does not exceed $25,000,000 when taken together for all such Subsidiaries (excluding the assets of any Subsidiary the Capital Stock of which is not required to be pledged pursuant to clauses (A) — (F)) on an aggregate basis and (iii) except in the case of an Unrestricted Subsidiary, a Foreign Subsidiary (or a Subsidiary thereof) or a Receivables Entity, take all steps required pursuant to this Section 5.11, Section 5.12 and the relevant Security Documents to create and perfect Liens in the relevant property of such Subsidiary; provided that the Parent Borrower and its Restricted Subsidiaries shall not be required to comply with the requirements of this Section 5.11(a) if the Administrative Agent, in its sole discretion, determines that the cost or other negative consequence to the Parent Borrower and its Restricted Subsidiaries of such compliance is excessive in relation to the value of the collateral security to be afforded thereby.

Additional Collateral. (a) On each Collateral Date, the Parent Borrower will notify the Administrative Agent of the identity of any Wholly Owned Subsidiary that is not already a Subsidiary Guarantor and promptly after such Collateral Date will (i) in Subject to applicable law, each Loan Party will cause any domestic Subsidiaries formed or acquired after the case date of each such Subsidiary that is a Material this Agreement (other than any Excluded 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 guarantor of the Ratings EventObligations (including, each other relevant Security Documentwithout limitation, any Prepayment Premium) by executing a joinder to this Agreement, and to grant first priority Liens to the Lender in all Collateral of such Subsidiary pursuant to Collateral Documents in form and substance reasonably satisfactory to the Lender; (ii) without limiting the foregoing, each Loan Party will execute and deliver, or cause the Capital Stock of such Wholly Owned Subsidiary to be pledged pursuant executed and delivered, to the Guarantee Lender such documents, agreements and Collateral Agreement instruments, and will take or cause to be taken such further actions (except thatincluding the filing and recording of financing statements, (A) if such Subsidiary is a Foreign Subsidiary (or a Subsidiary thereoffixture filings, mortgages, deeds of trust and other documents), no Capital Stock which may be required by law or which the Lender may, from time to time, reasonably request, to carry out the terms and conditions of such Subsidiary shall this Agreement and the other Loan Documents and to ensure perfection and priority (subject to Permitted Liens) of the Liens created or intended to be pledged unless such Subsidiary is a Material Subsidiary that is directly owned created by the Parent Borrower or a Domestic SubsidiaryCollateral Documents, and then all at the amount expense of voting stock of such Subsidiary to be pledged pursuant the Loan Parties to the Guarantee and Collateral Agreement shall be limited to 65% of the outstanding shares of voting stock of such Subsidiary, (B) if such Subsidiary is a Receivables Entity, no shares of Capital Stock of such Subsidiary shall be pledged if the documentation relating to the Receivables sale, factoring or securitization to which such Receivables Entity is a party expressly prohibits such pledge and (C) if the pledge of the Capital Stock of any such Wholly Owned Subsidiary would result extent provided in a violation of any laws, regulations or orders of any Governmental Authority, no shares of the Capital Stock of such Subsidiary shall be pledged) Section 9.03; and (iii) except subject to any applicable thresholds or limitations in the case Collateral Documents, if any material assets (including any real property or improvements to such property or any interest in such property) are acquired by any Loan Party outside the ordinary course of a Foreign Subsidiary business after the date of this Agreement (or a Subsidiary thereof) or a Receivables Entity, take all steps required other than assets constituting Collateral that become subject to the Lien in favor of the Lender pursuant to this Section 5.11the Collateral Documents upon acquisition thereof or specifically excluded collateral), Section 5.12 the Loan Parties will (1) notify the Lender thereof and, if reasonably requested by the Lender, cause such assets to be subjected to a Lien securing the Obligations (including, without limitation, any Prepayment Premium) and (2) take, and cause each Subsidiary to take, such actions as shall be necessary or reasonably requested by the relevant Security Documents Lender to create grant and perfect Liens such Liens, including actions described in the relevant property of such Subsidiary; provided that the Parent Borrower and its Subsidiaries shall not be required to comply with the requirements clause (iii) of this Section 5.11(a) if Section, all at the Administrative Agent, in its sole discretion, determines that expense of the cost of such compliance is excessive in relation Borrowers to the value of the collateral security to be afforded therebyextent provided in Section 9.03.

Additional Collateral. The Borrower shall (a) On each Collateral Date, as soon as practicable following the Parent Borrower will notify the Administrative Agent effectiveness of the identity of any Wholly Owned Subsidiary that is not already a Subsidiary Guarantor and promptly after such Collateral Date will Ninth Amendment, (i) in the case of each such Subsidiary that is a Material Subsidiary, cause such Subsidiary (unless it is a Foreign its relevant Subsidiary (or a Subsidiary thereof) or a Receivables Entityitself) to become a “Subsidiary Guarantor” and a “Grantor” under cause the Guarantee and Collateral Agreement andAdministrative Agent, after for the occurrence benefit of the Ratings EventSecured Parties, each other relevant Security Documentto have a first priority perfected security interest in the property described on Schedule I to the Ninth Amendment (subject to Liens permitted hereunder), (ii) cause each Foreign Subsidiary (including each Foreign Subsidiary acquired or formed following the effectiveness of the Ninth Amendment), subject to exceptions agreed to by the Administrative Agent based on the value to the Secured Parties of any such guaranty and the cost to the Borrower and its Subsidiaries of providing such guaranty, to execute and deliver to the Administrative Agent a supplement to the Subsidiary Guaranty for the purpose of becoming a guarantor thereunder, which supplement shall be substantially in the form of Annex I attached to the Subsidiary Guaranty (with such modifications thereto as are necessary, in the reasonable judgment of the Administrative Agent, to cause the Subsidiary Guaranty to be the legal, valid, binding and enforceable obligation of such Subsidiary under all applicable laws), and (iii) cause each such Subsidiary to cause the Administrative Agent, for the benefit of the Secured Parties, to have a first priority perfected security interest in all the property (real and personal, tangible and intangible) owned on the date of such effectiveness by such Subsidiary and (except to the extent theretofore provided to the Administrative Agent for the benefit of the Secured Parties) in all Capital Stock of such Wholly Owned Subsidiary Subsidiary, in each case subject to be pledged pursuant Liens permitted hereunder and exceptions agreed to by the Administrative Agent based on the value to the Guarantee Secured Parties of any such security interest and Collateral Agreement (except that, (A) if the cost to the Borrower and its Subsidiaries of providing such Subsidiary is a Foreign Subsidiary (or a Subsidiary thereof), no Capital Stock of such Subsidiary shall be pledged unless such Subsidiary is a Material Subsidiary that is directly owned by the Parent Borrower or a Domestic Subsidiarysecurity interest, and then the amount of voting stock of (b) cause each such Subsidiary to be pledged pursuant cause the Administrative Agent, for the benefit of the Secured Parties, to have a first priority security interest (subject to Liens permitted hereunder and exceptions agreed to by the Administrative Agent based on the value to the Guarantee and Collateral Agreement shall be limited to 65% of the outstanding shares of voting stock of such Subsidiary, (B) if such Subsidiary is a Receivables Entity, no shares of Capital Stock of such Subsidiary shall be pledged if the documentation relating to the Receivables sale, factoring or securitization to which such Receivables Entity is a party expressly prohibits such pledge and (C) if the pledge of the Capital Stock Secured Parties of any such Wholly Owned security interest and the cost to the Borrower and its Subsidiaries of providing such security interest) in all the property (real and personal, tangible and intangible) owned from time to time after the date of such effectiveness by each such Subsidiary would result in a violation upon the acquisition of any laws, regulations or orders of any Governmental Authority, no shares such property. The Borrower agrees to use its best efforts to fulfill its obligations under clause (a) of the Capital Stock immediately preceding sentence no later than December 31, 2001. In order to effect the terms of such Subsidiary shall be pledged) and (iii) except in the case first sentence of a Foreign Subsidiary (or a Subsidiary thereof) or a Receivables Entitythis Section, take all steps required pursuant to this Section 5.11, Section 5.12 and the relevant Security Documents to create and perfect Liens in the relevant property of such Subsidiary; provided that the Parent Borrower and its Subsidiaries shall not be required execute and deliver to comply with the requirements Administrative Agent such agreements, instruments and documents as it may reasonably request, including amendments and/or supplements to the Subsidiary Guaranty, the Subsidiary Security Agreement, the Subsidiary Pledge Agreement, mortgages and/or deeds of this Section 5.11(a) if trust, title insurance reports, financing statements and, in the Administrative Agent's reasonable discretion, legal opinions (including legal opinions with respect to collateral provided to the Administrative Agent pursuant to the terms of Sections 3.5 and 3.6 of the Ninth Amendment), in its sole discretion, determines that the cost of such compliance is excessive each case in relation form and substance reasonably satisfactory to the value of the collateral security to be afforded therebyAdministrative Agent.

Additional Collateral. (a) On each Collateral Date, the Parent Borrower will notify the Administrative Agent of the identity of any Wholly Owned Subsidiary that is not already a Subsidiary Guarantor and promptly after such Collateral Date will (i) in the case of each such Subsidiary that is a Material Subsidiary, cause such Subsidiary (unless it is a Foreign Subsidiary (or a Subsidiary thereof) or a Receivables Entity) to become a “Subsidiary Guarantor” and a “Grantor” under the Guarantee and Collateral Agreement and, after the occurrence of the Ratings Event, each other relevant Security Document, (ii) cause the Capital Stock of such Wholly Owned Subsidiary to be pledged pursuant to the Guarantee and Collateral Agreement (except that, (A) if such Subsidiary is a Foreign Subsidiary (or a Subsidiary thereof), no Capital Stock of such Subsidiary shall be pledged unless such Subsidiary is a Material Subsidiary that is directly owned by the Parent Borrower or a Domestic SubsidiarySubsidiary Guarantor, and then the amount of voting stock of such Subsidiary to be pledged pursuant to the Guarantee and Collateral Agreement shall be limited to 65% of the outstanding shares of voting stock of such Subsidiary, (B) if such Subsidiary is a Receivables Entity, no shares of Capital Stock of such Subsidiary shall be pledged if the documentation relating to the Receivables sale, factoring or securitization to which such Receivables Entity is a party expressly prohibits such pledge and pledge, (C) if the pledge of the Capital Stock of any such Wholly Owned Subsidiary would result in a violation of any laws, regulations or orders of any Governmental Authority, no shares of the Capital Stock of such Subsidiary shall be pledged) and (D) no Capital Stock of SPX International e.G., a cooperative association established under the laws of Germany, shall be pledged and (iii) except in the case of a Foreign Subsidiary (or a Subsidiary thereof) or a Receivables Entity, take all steps required pursuant to this Section 5.11, Section 5.12 and the relevant Security Documents to create and perfect Liens in the relevant property of such Subsidiary; provided that the Parent Borrower and its Subsidiaries shall not be required to comply with the requirements of this Section 5.11(a) if the Administrative Agent, in its sole discretion, determines that the cost or other negative consequence to the Parent Borrower and its Subsidiaries of such compliance is excessive in relation to the value of the collateral security to be afforded thereby.

Additional Collateral. (a) On each Collateral Subject to Section 5.11(e), after the Closing Date, in the Parent event any Loan Party acquires a fee interest or ground lease in any Real Estate with a fair market value in excess of $5,000,000 or acquires additional fee interests or ground leases in Real Estate such that the aggregate total fair market value of the Real Estate for such Loan Party exceeds $20,000,000, the Borrower will notify shall, or shall cause the respective Loan Party to, deliver to the Administrative Agent a fully executed Mortgage over such acquired Property in form and substance reasonably satisfactory to the Administrative Agent, together with such title insurance policies, surveys, appraisals, evidence of insurance, legal opinions, environmental assessments and other documents and certificates as shall be reasonably required by the Administrative Agent. To the extent any Loan Party entered into a new lease after the Closing Date for premises which the Borrower reasonably anticipates will contain Collateral (other than fixtures) with an aggregate fair market value in excess of $500,000, the Borrower shall forward, or shall cause to be forwarded, such lease to the Administrative Agent and, if reasonably requested by the Administrative Agent, cause a Collateral Access Agreement or similar landlord waiver and consent, in a form and substance reasonably satisfactory to the Administrative Agent, to be executed by the applicable Loan Party and the applicable landlord for the benefit of the identity of any Wholly Owned Subsidiary that is not already a Subsidiary Guarantor Administrative Agent and the Lender and promptly after such Collateral Date will delivered to the Administrative Agent. Subject to Section 5.11(e), the Borrower shall (i) cause each Person, upon its becoming a Material Subsidiary (provided that this shall not be construed to constitute consent by any of the Lenders to any transaction not expressly permitted by the terms of this Agreement), promptly to guaranty the Obligations, pursuant to Section 5.11, and to grant to the Administrative Agent, for the benefit of the Administrative Agent and the Lenders, a security interest in the case real, personal and mixed Property 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) Person to become a “Subsidiary Guarantor” secure the Obligations and a “Grantor” under the Guarantee and Collateral Agreement and, after the occurrence of the Ratings Event, each other relevant Security Document, (ii) pledge, or cause the Capital Stock of such Wholly Owned Subsidiary to be pledged pursuant pledged, to the Guarantee and Collateral Agreement (except thatAdministrative Agent, (A) if such Subsidiary is a Foreign Subsidiary (or a Subsidiary thereof), no Capital Stock of such Subsidiary shall be pledged unless such Subsidiary is a Material Subsidiary that is directly owned by for the Parent Borrower or a Domestic Subsidiary, and then the amount of voting stock of such Subsidiary to be pledged pursuant to the Guarantee and Collateral Agreement shall be limited to 65% benefit of the outstanding shares of voting stock of such SubsidiaryAdministrative Agent and the Lenders, (B) if such Subsidiary is a Receivables Entity, no shares of Capital Stock of such Subsidiary shall be pledged if the documentation relating to the Receivables sale, factoring or securitization to which such Receivables Entity is a party expressly prohibits such pledge and (C) if the pledge of the Capital Stock of any such Wholly Owned Subsidiary would result in a violation of any laws, regulations or orders of any Governmental Authority, no shares all of the Capital Stock of such Subsidiary Material Subsidiary, to secure the Obligations. The documentation for such guaranty, security and pledge shall be pledgedsubstantially similar to the Loan Documents executed concurrently herewith with such modifications as are reasonably requested by the Administrative Agent. Subject to Section 5.11(e), immediately after (i) the Acquisition and (iii) except in the date any of the Target or any of its Subsidiaries, as the case of a Foreign Subsidiary (or may be, becomes a Subsidiary thereof) or a Receivables EntityLoan Party, take all steps required pursuant the Borrower shall use commercially reasonable efforts to this Section 5.11, Section 5.12 and the relevant Security Documents deliver to create and perfect Liens in the relevant property of such Subsidiary; provided that the Parent Borrower and its Subsidiaries shall not be required to comply with the requirements of this Section 5.11(a) if the Administrative Agent, with respect to any lease entered into by such Subsidiary Loan Party for premises which the Borrower reasonably anticipates will contain Collateral (other than fixtures) with an aggregate fair market value in its sole discretionexcess of $500,000, determines that the cost of such compliance is excessive a landlord waiver and consent agreement, in relation form and substance reasonably satisfactory to the value Administrative Agent, executed by the applicable landlord and the applicable lessee for the benefit of the collateral security to be afforded therebyAdministrative Agent and the Lenders.

Additional Collateral. (a) On each Collateral Date, the Parent Borrower will notify the Administrative Agent of the identity of any Wholly Owned Subsidiary that is not already a Subsidiary Guarantor and promptly after such Collateral Date will (i) in the case of each such Wholly Owned 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 (except that, (A) if such Subsidiary is a Foreign Subsidiary (or a Subsidiary thereof), no Capital Stock of such Subsidiary shall be pledged unless such Subsidiary is a Material Subsidiary that is directly owned by the Parent Borrower or a Domestic SubsidiarySubsidiary Guarantor, and then the amount of voting stock of such Subsidiary to be pledged pursuant to the Guarantee and Collateral Agreement shall be limited to 65% of the outstanding shares of voting stock of such Subsidiary, (B) if such Subsidiary is a Receivables Entity, no shares of Capital Stock of such Subsidiary shall be pledged if the documentation relating to the Receivables sale, factoring or securitization to which such Receivables Entity is a party expressly prohibits such pledge and pledge, (C) if the pledge of the Capital Stock of any such Wholly Owned Subsidiary would result in a violation of any laws, regulations or orders of any Governmental Authority, no shares of the Capital Stock of such Subsidiary shall be pledged), (D) no Capital Stock of SPX International e.G., a cooperative association established under the laws of Germany, shall be pledged, (E) neither the Parent Borrower nor any Subsidiary Guarantor shall be required to pledge any Capital Stock of Ballantyne Holding Company, and, for the avoidance of doubt, none of Ballantyne Company, SPX Xxxxx Luxembourg S.à x.x. or SPX Xxxxx UK Limited shall be required to be a “Grantor” under the Guarantee and Collateral Agreement, (F) Capital Stock shall not be required to be pledged to the extent that the Guarantee and Collateral Agreement expressly provides that such Capital Stock is not required to be pledged, and (G) no Capital Stock of any Subsidiary that is not a Material Subsidiary shall be required to be pledged (notwithstanding anything set forth in the Guarantee and Collateral Agreement) so long as the aggregate assets of all such Subsidiaries whose Capital Stock is not pledged as Collateral pursuant to this clause (G) does not exceed $50,000,000 when taken together for all such Subsidiaries (excluding the assets of any Subsidiary the Capital Stock of which is not required to be pledged pursuant to clauses (A) — (F)) on an aggregate basis and (iii) except in the case of a Foreign Subsidiary (or a Subsidiary thereof) or a Receivables Entity, take all steps required pursuant to this Section 5.11, Section 5.12 and the relevant Security Documents to create and perfect Liens in the relevant property of such Subsidiary; provided that the Parent Borrower and its Subsidiaries shall not be required to comply with the requirements of this Section 5.11(a) if the Administrative Agent, in its sole discretion, determines that the cost or other negative consequence to the Parent Borrower and its Subsidiaries of such compliance is excessive in relation to the value of the collateral security to be afforded thereby.

Additional Collateral. (a) On each Collateral Subject to Section 5.11(e), after the Closing Date, in the Parent event any Loan Party acquires a fee interest or ground lease in any Real Estate with a fair market value in excess of $5,000,000 or acquires additional fee interests or ground leases in Real Estate such that the aggregate total fair market value of the Real Estate for such Loan Party exceeds $20,000,000, the Borrower will notify shall, or shall cause the respective Loan Party to, deliver to the Administrative Agent a fully executed Mortgage over such acquired Property in form and substance reasonably satisfactory to the Administrative Agent, together with such title insurance policies, surveys, appraisals, evidence of insurance, legal opinions, environmental assessments and other documents and certificates as shall be reasonably required by the Administrative Agent. To the extent any Loan Party entered into a new lease after the Closing Date for premises which the Borrower reasonably anticipates will contain Collateral (other than fixtures) with an aggregate fair market value in excess of $300,000, the Borrower shall forward, or shall cause to be forwarded, such lease to the Administrative Agent and, if reasonably requested by the Administrative Agent, cause a Collateral Access Agreement or similar landlord waiver and consent, in a form and substance reasonably satisfactory to the Administrative Agent, to be executed by the applicable Loan Party and the applicable landlord for the benefit of the identity of any Wholly Owned Subsidiary that is not already a Subsidiary Guarantor Administrative Agent and the Lender and promptly after such Collateral Date will delivered to the Administrative Agent. Subject to Section 5.11(e), the Borrower shall (i) cause each Person, upon its becoming a Material Subsidiary (provided that this shall not be construed to constitute consent by any of the Lenders to any transaction not expressly permitted by the terms of this Agreement), promptly to guaranty the Obligations, pursuant to Section 5.11, and to grant to the Administrative Agent, for the benefit of the Administrative Agent and the Lenders, a security interest in the case real, personal and mixed Property 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) Person to become a “Subsidiary Guarantor” secure the Obligations and a “Grantor” under the Guarantee and Collateral Agreement and, after the occurrence of the Ratings Event, each other relevant Security Document, (ii) pledge, or cause the Capital Stock of such Wholly Owned Subsidiary to be pledged pursuant pledged, to the Guarantee and Collateral Agreement (except thatAdministrative Agent, (A) if such Subsidiary is a Foreign Subsidiary (or a Subsidiary thereof), no Capital Stock of such Subsidiary shall be pledged unless such Subsidiary is a Material Subsidiary that is directly owned by for the Parent Borrower or a Domestic Subsidiary, and then the amount of voting stock of such Subsidiary to be pledged pursuant to the Guarantee and Collateral Agreement shall be limited to 65% benefit of the outstanding shares of voting stock of such SubsidiaryAdministrative Agent and the Lenders, (B) if such Subsidiary is a Receivables Entity, no shares of Capital Stock of such Subsidiary shall be pledged if the documentation relating to the Receivables sale, factoring or securitization to which such Receivables Entity is a party expressly prohibits such pledge and (C) if the pledge of the Capital Stock of any such Wholly Owned Subsidiary would result in a violation of any laws, regulations or orders of any Governmental Authority, no shares all of the Capital Stock of such Subsidiary Material Subsidiary, to secure the Obligations. The documentation for such guaranty, security and pledge shall be pledgedsubstantially similar to the Loan Documents executed concurrently herewith with such modifications as are reasonably requested by the Administrative Agent. Subject to Section 5.11(e), immediately after (i) the Acquisition and (iii) except in the date any of the Targets or any of their Subsidiaries, as the case of a Foreign Subsidiary (or may be, becomes a Subsidiary thereof) or a Receivables EntityLoan Party, take all steps required pursuant the Borrower shall use commercially reasonable efforts to this Section 5.11, Section 5.12 and the relevant Security Documents deliver to create and perfect Liens in the relevant property of such Subsidiary; provided that the Parent Borrower and its Subsidiaries shall not be required to comply with the requirements of this Section 5.11(a) if the Administrative Agent, with respect to any lease entered into by such Subsidiary Loan Party for premises which the Borrower reasonably anticipates will contain Collateral (other than fixtures) with an aggregate fair market value in its sole discretionexcess of $300,000, determines that the cost of such compliance is excessive a landlord waiver and consent agreement, in relation form and substance reasonably satisfactory to the value Administrative Agent, executed by the applicable landlord and the applicable lessee for the benefit of the collateral security to be afforded therebyAdministrative Agent and the Lenders.

Additional Collateral. (a) On each Collateral Date, In the Parent Borrower will notify event that any Credit Party acquires a Material Real Estate Asset and such interest has not otherwise been made subject to the Administrative Agent Lien of the identity Collateral Documents in favor of any Wholly Owned Subsidiary that is not already a Subsidiary Guarantor 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 Material Real Estate Asset, take all such actions and promptly after execute and deliver, or cause to be executed and delivered, all such Collateral Date will (imortgages, documents, instruments, agreements, opinions and certificates, including those which are similar to those described in Sections 3.1(e), 3.1(f), 3.1(g) in the case of and 3.1(i) with respect to each such Subsidiary Material Real Estate Asset that is Collateral Agent shall reasonably request to create in favor of Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority Lien on such Material Subsidiary, cause such Subsidiary (unless it is a Foreign Subsidiary Real Estate Assets (or if a Subsidiary thereof) or Lien on any such Real Estate Asset cannot be provided, 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 First Priority perfected Lien on the Capital Stock of the Subsidiary that owns a direct interest in such Wholly Owned Subsidiary to be pledged pursuant to the Guarantee and Collateral Agreement (except that, (A) Real Estate Asset; provided that if such Subsidiary is a Foreign Subsidiary, the Domestic Subsidiary owning such Foreign Subsidiary (directly or through other Foreign Subsidiaries) shall grant a Subsidiary thereof), no Capital Stock of such Subsidiary shall be pledged unless such Subsidiary is a Material Subsidiary that is directly owned by the Parent Borrower or a Domestic Subsidiary, and then the amount of voting stock of such Subsidiary to be pledged pursuant to the Guarantee and Collateral Agreement shall be limited to 65% of the outstanding shares of voting stock of such Subsidiary, (B) if such Subsidiary is a Receivables Entity, no shares of Capital Stock of such Subsidiary shall be pledged if the documentation relating to the Receivables sale, factoring or securitization to which such Receivables Entity is a party expressly prohibits such pledge and (C) if the pledge of First Priority perfected Lien on the Capital Stock of any such Wholly Owned Subsidiary would result in a violation of any lawsdirectly-owned Foreign Subsidiary, regulations or orders of any Governmental Authority, no shares which Lien shall be limited to (A) 66% of the voting Capital Stock of such Foreign Subsidiary shall be pledged) and (iiiB) except in 100% of the case of a Foreign Subsidiary (or a Subsidiary thereof) or a Receivables Entity, take all steps required pursuant to this Section 5.11, Section 5.12 and the relevant Security Documents to create and perfect Liens in the relevant property non-voting Capital Stock of such Subsidiary), in each case, subject to Permitted Liens; provided that the neither Parent Borrower and its Subsidiaries nor any other Credit Party shall not be required to comply with the requirements of this provide or cause to be provided such additional Collateral (or Guarantees pursuant to Section 5.11(a5.8) if (i) at the Administrative Agent, in its sole discretion, determines that the cost time of acquisition of such compliance is excessive in relation Material Real Estate Asset or Capital Stock, the applicable Minimum Equity Value Ratio has been satisfied or (ii) any existing Contractual Obligations assumed or entered into by Parent or any such Subsidiary to effectuate or reasonably facilitate the value acquisition of the collateral security such Material Real Estate Assets (including Contractual Obligations governing non-Wholly Owned Subsidiaries or Joint Ventures and Indebtedness permitted to be afforded therebyincurred pursuant to Section 6.1) prohibits the granting of such Lien.

Additional Collateral. (a) On each Collateral Date, the Parent Borrower will notify the Administrative Agent of the identity of any Wholly Owned Subsidiary that is not already a Subsidiary Guarantor and promptly after such Collateral Date will (i) in the case of each such Wholly Owned Subsidiary that is a Material Subsidiary, cause such Subsidiary (unless it is an Unrestricted Subsidiary, 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 (unless it is an Unrestricted Subsidiary) to be pledged pursuant to the Guarantee and Collateral Agreement (except that, (A) if such Subsidiary is a Foreign Subsidiary (or a Subsidiary thereof), no Capital Stock of such Subsidiary shall be pledged unless such Subsidiary is a Material Subsidiary that is directly owned by the Parent Borrower or a Domestic SubsidiarySubsidiary Guarantor, and then the amount of voting stock of such Subsidiary to be pledged pursuant to the Guarantee and Collateral Agreement shall be limited to 65% of the outstanding shares of voting stock of such Subsidiary, (B) if such Subsidiary is a Receivables Entity, no shares of Capital Stock of such Subsidiary shall be pledged if the documentation relating to the Receivables sale, factoring or securitization to which such Receivables Entity is a party expressly prohibits such pledge and pledge, (C) if the pledge of the Capital Stock of any such Wholly Owned Subsidiary would result in a violation of any laws, regulations or orders of any Governmental Authority, no shares of the Capital Stock of such Subsidiary shall be pledged, (D) no Capital Stock of SPX International GmbH, a cooperative association established under the laws of Germany, shall be pledged, (E) neither the Parent Borrower nor any Subsidiary Guarantor shall be required to pledge any Capital Stock of Ballantyne Holding Company, and, for the avoidance of doubt, none of Ballantyne Company, SPX Xxxxx Luxembourg S.à x.x. or SPX Xxxxx UK Limited shall be required to be a “Grantor” under the Guarantee and Collateral Agreement, (F) Capital Stock shall not be required to be pledged to the extent that the Guarantee and Collateral Agreement expressly provides that such Capital Stock is not required to be pledged, and (G) no Capital Stock of any Subsidiary that is not a Material Subsidiary shall be required to be pledged (notwithstanding anything set forth in the Guarantee and Collateral Agreement) so long as the aggregate assets of all such Subsidiaries whose Capital Stock is not pledged as Collateral pursuant to this clause (G) does not exceed $40,000,000 when taken together for all such Subsidiaries (excluding the assets of any Subsidiary the Capital Stock of which is not required to be pledged pursuant to clauses (A) — (F)) on an aggregate basis and (iii) except in the case of an Unrestricted Subsidiary, a Foreign Subsidiary (or a Subsidiary thereof) or a Receivables Entity, take all steps required pursuant to this Section 5.11, Section 5.12 and the relevant Security Documents to create and perfect Liens in the relevant property of such Subsidiary; provided that the Parent Borrower and its Restricted Subsidiaries shall not be required to comply with the requirements of this Section 5.11(a) if the Administrative Agent, in its sole discretion, determines that the cost or other negative consequence to the Parent Borrower and its Restricted Subsidiaries of such compliance is excessive in relation to the value of the collateral security to be afforded thereby.