Common use of Additional Guarantors and Security Clause in Contracts

Additional Guarantors and Security. Upon (x) the request of the Collateral Agent following the occurrence and during the continuance of a Default, (y) the formation or acquisition of any new direct or indirect Subsidiaries by any Loan Party, or (z) the acquisition of any Material Real Property or material intellectual property (other than any property excluded from the Collateral pursuant to Section 2(b) of the Security Agreement) by any Loan Party, and such Material Real Property or such non-excluded material intellectual property, in the judgment of the Collateral Agent, shall not already be subject to a perfected first priority security interest in favor of the Collateral Agent for the benefit of the Secured Parties, then in each case at the Borrower’s expense: (a) in connection with the formation or acquisition of a Subsidiary that is not an Immaterial Subsidiary or an Excluded Subsidiary or owned by an Immaterial Subsidiary or an Excluded Subsidiary, within 45 days (subject to extensions as may be agreed in its sole discretion by the Administrative Agent) after such formation or acquisition, cause each such Subsidiary, and cause each direct and indirect parent of such Subsidiary (if it has not already done so), to duly execute and deliver to the Collateral Agent a guaranty or guaranty supplement, in form and substance reasonably satisfactory to the Collateral Agent, guaranteeing the other Loan Parties’ obligations under the Loan Documents, (b) within 20 days (subject to extensions as may be agreed in its sole discretion by the Administrative Agent) after (i) such request, furnish to the Collateral Agent a description of the real and personal properties of the Loan Parties and their respective Subsidiaries in detail reasonably satisfactory to the Collateral Agent and (ii) such formation or acquisition, furnish to the Collateral Agent a description of the real and personal properties of such Subsidiary or the real and personal properties so acquired, in each case in detail reasonably satisfactory to the Collateral Agent, (c) within 60 days (subject to extensions as may be agreed in its sole discretion by the Administrative Agent) after (i) such request or acquisition of Material Real Property or other material property by any Loan Party, duly execute and deliver, and cause each Loan Party to duly execute and deliver, to the Collateral Agent such additional mortgages, pledges, assignments, security agreement supplements, intellectual property security agreement supplements and other security agreements as specified by, and in form and substance reasonably satisfactory to the Collateral Agent, securing payment of all the Obligations of such Loan Party under the Loan Documents and constituting Liens on all such properties, including, without limitation, a determination of whether such Material Real Property is in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards (a “Flood Hazard Property”) pursuant to a “life of loan” standard flood hazard determination form ordered and received by the Administrative Agent, and if such Material Real Property is a Flood Hazard Property, (A) Borrower’s written acknowledgment of receipt of written notification from the Collateral Agent as to the fact that such Material Real Property is a Flood Hazard Property and as to whether the community in which each such Flood Hazard Property is located is participating in the National Flood Insurance Program and (B) at the time of execution of any Mortgage with respect thereto, copies of the Borrower’s application for a flood insurance policy plus proof of premium payment, a declaration page confirming that flood insurance has been issued, or such other evidence of flood insurance in compliance with applicable law and satisfactory to the Collateral Agent and naming the Collateral Agent as sole loss payee on behalf of the Lenders and if such policy is a private flood policy, the Borrower shall confirm that such private flood policy conforms to FEMA requirements and (ii) such formation or acquisition of any new Subsidiary, duly execute and deliver and cause such Subsidiary if it is a Loan Party and each Loan Party acquiring Equity Interests in such Subsidiary to duly execute and deliver to the Collateral Agent mortgages, pledges, assignments, security agreement supplements, intellectual property security agreement supplements and other security agreements as specified by, and in form and substance reasonably satisfactory to, the Collateral Agent, securing payment of all of the obligations of such Subsidiary or Loan Party, respectively, under the Loan Documents; provided that (x) the stock of any Subsidiary held by an Immaterial Subsidiary or an Excluded Subsidiary shall not be required to be pledged and (y) if such new property is Equity Interests in a CFC or US Holdco, then 65% of the voting Equity Interests in such CFC or US Holdco shall be pledged in favor of the Secured Parties, (d) within 45 days (subject to extensions as may be agreed in its sole discretion by the Administrative Agent) after such request, formation or acquisition, take, and cause each Loan Party and each newly acquired or newly formed Subsidiary (other than any Subsidiary that is an Immaterial Subsidiary or an Excluded Subsidiary, or owned by an Immaterial Subsidiary or an Excluded Subsidiary) to take, whatever action (including, without limitation, the recording of mortgages, the filing of Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable in the opinion of the Collateral Agent to vest in the Collateral Agent (or in any representative of the Collateral Agent designated by it) valid and subsisting Liens on the properties purported to be subject to the mortgages, pledges, assignments, security agreement supplements, intellectual property security agreement supplements and security agreements delivered pursuant to this Section 5.12, enforceable against all third parties in accordance with their terms, (e) within 45 days (subject to extensions as may be agreed in its sole discretion by the Administrative Agent) after such request, formation or acquisition of any such Subsidiary that becomes a Guarantor, deliver to the Collateral Agent documents of the types referred to in Section 3.01(a)(iv) through (vii) with respect to such Subsidiary and, if requested by the Administrative Agent, opinions of counsel reasonably acceptable to the Administrative Agent, (f) as promptly as practicable after such request, formation or acquisition, deliver, upon the request of the Collateral Agent in its reasonable discretion (taking into account the expense of obtaining same), to the Collateral Agent with respect to each Material Real Property owned by each Loan Party and each newly acquired or newly formed Subsidiary that becomes a Loan Party title reports and surveys, each in scope, form and substance reasonably satisfactory to the Collateral Agent, provided , however , that to the extent that any Loan Party or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such Material Real Property, such items shall, promptly after the receipt thereof, be delivered to the Collateral Agent, and (g) at any time and from time to time, promptly execute and deliver, and cause each Loan Party and each newly acquired or newly formed Subsidiary (other than an Immaterial Subsidiary or an Excluded Subsidiary) to execute and deliver, any and all further instruments and documents and take, and cause each Loan Party and each newly acquired or newly formed Subsidiary (other than any Subsidiary that is an Immaterial Subsidiary or an Excluded Subsidiary, or owned by an Immaterial Subsidiary or an Excluded Subsidiary) to take, all such other action as the Collateral Agent may deem necessary or desirable in obtaining the full benefits of, or in perfecting and preserving the Liens of, such guaranties, mortgages, pledges, assignments, security agreement supplements, intellectual property security agreement supplements and security agreements; provided that notwithstanding any other provision of any Loan Document, no Loan Party shall be required to deliver any supplemental Loan Document that is governed by any law other than the laws of the United States or any political division of any thereof.

Additional Guarantors and Security. Upon (x) the request of the Collateral Agent following the occurrence and during the continuance of a Default, (y) the formation or acquisition of any new direct or indirect Subsidiaries by any Loan Party, or (z) the acquisition of any Material Real Property or material intellectual property (other than any property excluded from the Collateral pursuant to Section 2(b) of the Security Agreement) by any Loan Party, and such Material Real Property or such non-excluded material intellectual property, in the judgment of the Collateral Agent, shall not already be subject to a perfected first priority security interest in favor of the Collateral Agent for the benefit of the Secured Parties, then in each case at the Borrower’s expense: (a) in connection with the formation or acquisition of a Subsidiary that is not an Immaterial Subsidiary or an Excluded Subsidiary or owned by an Immaterial Subsidiary or an Excluded Subsidiary, within 45 days (subject to extensions as may be agreed in its sole discretion by the Administrative Agent) after such formation or acquisition, cause each such Subsidiary, and cause each direct and indirect parent of such Subsidiary (if it has not already done so), to duly execute and deliver to the Collateral Agent a guaranty or guaranty supplement, in form and substance reasonably satisfactory to the Collateral Agent, guaranteeing the other Loan Parties’ obligations under the Loan Documents, (b) within 20 days (subject to extensions as may be agreed in its sole discretion by the Administrative Agent) after (i) such request, furnish to the Collateral Agent a description of the real and personal properties of the Loan Parties and their respective Subsidiaries in detail reasonably satisfactory to the Collateral Agent and (ii) such formation or acquisition, furnish to the Collateral Agent a description of the real and personal properties of such Subsidiary or the real and personal properties so acquired, in each case in detail reasonably satisfactory to the Collateral Agent, (c) within 60 days (subject to extensions as may be agreed in its sole discretion by the Administrative Agent) after (i) such request or acquisition of Material Real Property or other material property by any Loan Party, duly execute and deliver, and cause each Loan Party to duly execute and deliver, to the Collateral Agent such additional mortgages, pledges, assignments, security agreement supplements, intellectual property security agreement supplements and other security agreements as specified by, and in form and substance reasonably satisfactory to the Collateral Agent, securing payment of all the Obligations of such Loan Party under the Loan Documents and constituting Liens on all such properties, including, without limitation, a determination of whether such Material Real Property is in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards (a “Flood Hazard Property”) pursuant to a “life of loan” standard flood hazard determination form ordered and received by the Administrative Agent, and if such Material Real Property is a Flood Hazard Property, (A) Borrower’s written acknowledgment of receipt of written notification from the Collateral Agent as to the fact that such Material Real Property is a Flood Hazard Property and as to whether the community in which each such Flood Hazard Property is located is participating in the National Flood Insurance Program and (B) at the time of execution of any Mortgage with respect thereto, copies of the Borrower’s application for a flood insurance policy plus proof of premium payment, a declaration page confirming that flood insurance has been issued, or such other evidence of flood insurance in compliance with applicable law and satisfactory to the Collateral Agent and naming the Collateral Agent as sole loss payee on behalf of the Lenders and if such policy is a private flood policy, the Borrower shall confirm that such private flood policy conforms to FEMA requirements and (ii) such formation or acquisition of any new Subsidiary, duly execute and deliver and cause such Subsidiary if it is a Loan Party and each Loan Party acquiring Equity Interests in such Subsidiary to duly execute and deliver to the Collateral Agent mortgages, pledges, assignments, security agreement supplements, intellectual property security agreement supplements and other security agreements as specified by, and in form and substance reasonably satisfactory to, the Collateral Agent, securing payment of all of the obligations of such Subsidiary or Loan Party, respectively, under the Loan Documents; provided that (x) the stock of any Subsidiary held by an Immaterial Subsidiary or an Excluded Subsidiary shall not be required to be pledged and (y) if such new property is Equity Interests in a CFC or US Holdco, then 65% of the voting Equity Interests in such CFC or US Holdco shall be pledged in favor of the Secured Parties, (d) within 45 days (subject to extensions as may be agreed in its sole discretion by the Administrative Agent) after such request, formation or acquisition, take, and cause each Loan Party and each newly acquired or newly formed Subsidiary (other than any Subsidiary that is an Immaterial Subsidiary or an Excluded Subsidiary, or owned by an Immaterial Subsidiary or an Excluded Subsidiary) to take, whatever action (including, without limitation, the recording of mortgages, the filing of Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable in the opinion of the Collateral Agent to vest in the Collateral Agent (or in any representative of the Collateral Agent designated by it) valid and subsisting Liens on the properties purported to be subject to the mortgages, pledges, assignments, security agreement supplements, intellectual property security agreement supplements and security agreements delivered pursuant to this Section 5.12, enforceable against all third parties in accordance with their terms, (e) within 45 days (subject to extensions as may be agreed in its sole discretion by the Administrative Agent) after such request, formation or acquisition of any such Subsidiary that becomes a Guarantor, deliver to the Collateral Agent documents of the types referred to in Section 3.01(a)(iv) through (vii) with respect to such Subsidiary and, if requested by the Administrative Agent, opinions of counsel reasonably acceptable to the Administrative Agent, (f) as promptly as practicable after such request, formation or acquisition, deliver, upon the request of the Collateral Agent in its reasonable discretion (taking into account the expense of obtaining same), to the Collateral Agent with respect to each Material Real Property owned by each Loan Party and each newly acquired or newly formed Subsidiary that becomes a Loan Party title reports and surveys, each in scope, form and substance reasonably satisfactory to the Collateral Agent, provided provided, however however, that to the extent that any Loan Party or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such Material Real Property, such items shall, promptly after the receipt thereof, be delivered to the Collateral Agent, and (g) at any time and from time to time, promptly execute and deliver, and cause each Loan Party and each newly acquired or newly formed Subsidiary (other than an Immaterial Subsidiary or an Excluded Subsidiary) to execute and deliver, any and all further instruments and documents and take, and cause each Loan Party and each newly acquired or newly formed Subsidiary (other than any Subsidiary that is an Immaterial Subsidiary or an Excluded Subsidiary, or owned by an Immaterial Subsidiary or an Excluded Subsidiary) to take, all such other action as the Collateral Agent may deem necessary or desirable in obtaining the full benefits of, or in perfecting and preserving the Liens of, such guaranties, mortgages, pledges, assignments, security agreement supplements, intellectual property security agreement supplements and security agreements; provided that notwithstanding any other provision of any Loan Document, no Loan Party shall be required to deliver any supplemental Loan Document that is governed by any law other than the laws of the United States or any political division of any thereof.

Additional Guarantors and Security. Upon (xa) the request The Borrower shall ensure that: (i) each of the Collateral Agent following the occurrence and during the continuance of a Default, (y) the formation or acquisition of any new direct or indirect Subsidiaries by any Loan Party, or (z) the acquisition of any Material Real Property or material intellectual property Target Group Member (other than any property excluded from Subsidiary established, incorporated or acquired in the Collateral pursuant PRC) shall become an Additional Guarantor on or prior to Section 2(bthe Acquisition Effective Time; (ii) the Equity Interest of any Group Member established, incorporated or acquired in the PRC, which is itself a direct wholly-owned Subsidiary of a Group Member established, incorporated or acquired in a jurisdiction other than the PRC, shall be pledged on a first priority basis in favour of the Intercreditor Agent at the time of relevant establishment, incorporation or acquisition; (iii) the Equity Interest of any Group Member established, incorporated or acquired in a jurisdiction other than the PRC shall be pledged on a first priority basis in favour of the Intercreditor Agent at the time of relevant establishment, incorporation or acquisition; and (iv) each new Group Member established, incorporated, or acquired in a jurisdiction other than the PRC shall at the time of relevant establishment, incorporation or acquisition in accordance with paragraph (b) below: (A) become an Additional Guarantor; and (B) provide first priority fixed and floating security in favour of the Intercreditor Agent over all of its assets (save for any of its bank or deposit accounts which shall be in favour of the Facility Agent), and each Obligor must use, and must procure that any other member of the Group that is a potential Additional Guarantor or provider of Transaction Security Agreementuses, all reasonable endeavours lawfully available to avoid or mitigate any constraints on the provision of the guarantee contained in Section 18 (Guarantee or Indemnity) by any Loan PartyAdditional Guarantor, and such Material Real Property or such nonprovision of any Transaction Security in accordance with sub-excluded material intellectual propertyparagraph (B) above. The Borrower shall provide the Facility Agent an updated Group Structure Chart promptly following any establishment, in the judgment incorporation or acquisition of the Collateral Agent, new Group Member under this Clause. (b) A Group Member shall not already be subject to a perfected first priority security interest in favor of the Collateral Agent for the benefit of the Secured Parties, then in each case at the Borrower’s expensebecome an Additional Guarantor if: (ai) in connection with the formation or acquisition of a Subsidiary that is not an Immaterial Subsidiary or an Excluded Subsidiary or owned by an Immaterial Subsidiary or an Excluded Subsidiary, within 45 days (subject to extensions as may be agreed in its sole discretion by Borrower and the Administrative Agent) after such formation or acquisition, cause each such Subsidiary, and cause each direct and indirect parent of such Subsidiary (if it has not already done so), to duly execute and proposed Additional Guarantor deliver to the Collateral Facility Agent a guaranty or guaranty supplementduly completed and executed Accession Deed; (ii) the proposed Additional Guarantor delivers to the Intercreditor Agent (with a copy to the Facility Agent) a duly completed and executed Obligor Accession Letter as defined in the Intercreditor Agreement pursuant to the terms thereof; and (iii) the Facility Agent has received all of the documents and other evidence listed in Part II of Schedule 2 (Conditions Precedent), each in form and substance reasonably satisfactory to the Collateral Agent, guaranteeing the other Loan Parties’ obligations under the Loan Documents, (b) within 20 days (subject to extensions as may be agreed in its sole discretion by the Administrative Agent) after (i) such request, furnish to the Collateral Agent a description of the real and personal properties of the Loan Parties and their respective Subsidiaries in detail reasonably satisfactory to the Collateral Agent and (ii) such formation or acquisition, furnish to the Collateral Agent a description of the real and personal properties of such Subsidiary or the real and personal properties so acquired, in each case in detail reasonably satisfactory to the Collateral AgentLender, (c) within 60 days The Facility Agent shall notify the Borrower and the Lenders promptly upon being satisfied that it has received (subject to extensions as may be agreed in its sole discretion by the Administrative Agent) after (i) such request or acquisition of Material Real Property or other material property by any Loan Party, duly execute and deliver, and cause each Loan Party to duly execute and deliver, to the Collateral Agent such additional mortgages, pledges, assignments, security agreement supplements, intellectual property security agreement supplements and other security agreements as specified by, and in form and substance reasonably satisfactory to the Collateral Agent, securing payment of it) all the Obligations of such Loan Party under the Loan Documents documents and constituting Liens on all such properties, including, without limitation, a determination of whether such Material Real Property is in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards (a “Flood Hazard Property”) pursuant to a “life of loan” standard flood hazard determination form ordered and received by the Administrative Agent, and if such Material Real Property is a Flood Hazard Property, (A) Borrower’s written acknowledgment of receipt of written notification from the Collateral Agent as to the fact that such Material Real Property is a Flood Hazard Property and as to whether the community in which each such Flood Hazard Property is located is participating in the National Flood Insurance Program and (B) at the time of execution of any Mortgage with respect thereto, copies of the Borrower’s application for a flood insurance policy plus proof of premium payment, a declaration page confirming that flood insurance has been issued, or such other evidence listed in Part II of flood insurance in compliance with applicable law and satisfactory to the Collateral Agent and naming the Collateral Agent as sole loss payee on behalf of the Lenders and if such policy is a private flood policy, the Borrower shall confirm that such private flood policy conforms to FEMA requirements and Schedule 2 (ii) such formation or acquisition of any new Subsidiary, duly execute and deliver and cause such Subsidiary if it is a Loan Party and each Loan Party acquiring Equity Interests in such Subsidiary to duly execute and deliver to the Collateral Agent mortgages, pledges, assignments, security agreement supplements, intellectual property security agreement supplements and other security agreements as specified by, and in form and substance reasonably satisfactory to, the Collateral Agent, securing payment of all of the obligations of such Subsidiary or Loan Party, respectively, under the Loan Documents; provided that (x) the stock of any Subsidiary held by an Immaterial Subsidiary or an Excluded Subsidiary shall not be required to be pledged and (y) if such new property is Equity Interests in a CFC or US Holdco, then 65% of the voting Equity Interests in such CFC or US Holdco shall be pledged in favor of the Secured Parties,Conditions Precedent). (d) within 45 days (subject to extensions as may be agreed in its sole discretion by the Administrative Agent) after such request, formation Any guarantee or acquisition, take, and cause each Loan Party and each newly acquired or newly formed Subsidiary (other than any Subsidiary that is an Immaterial Subsidiary or an Excluded Subsidiary, or owned by an Immaterial Subsidiary or an Excluded Subsidiary) to take, whatever action (including, without limitation, the recording of mortgages, the filing of Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable in the opinion of the Collateral Agent to vest in the Collateral Agent (or in any representative of the Collateral Agent designated by it) valid and subsisting Liens on the properties purported Transaction Security to be subject to the mortgages, pledges, assignments, security agreement supplements, intellectual property security agreement supplements and security agreements delivered granted pursuant to this Section 5.12, enforceable against all third parties in accordance with their terms, (e) within 45 days (subject to extensions as may Clause 26.2 shall not be agreed in its sole discretion by the Administrative Agent) after such request, formation created or acquisition of any such Subsidiary that becomes a Guarantor, deliver to the Collateral Agent documents of the types referred to in Section 3.01(a)(iv) through (vii) with respect to such Subsidiary and, if requested by the Administrative Agent, opinions of counsel reasonably acceptable to the Administrative Agent, (f) as promptly as practicable after such request, formation or acquisition, deliver, upon the request of the Collateral Agent in its reasonable discretion (taking into account the expense of obtaining same), to the Collateral Agent with respect to each Material Real Property owned by each Loan Party and each newly acquired or newly formed Subsidiary that becomes a Loan Party title reports and surveys, each in scope, form and substance reasonably satisfactory to the Collateral Agent, provided , however , that perfected to the extent that it would: (i) result in any Loan Party breach of corporate benefit, financial assistance, fraudulent preference or thin capitalization laws or regulations (or analogous restrictions) of any applicable jurisdiction or would cause the grantor of its Subsidiaries shall have otherwise received such guarantee or Transaction Security to be in breach of any applicable law or regulation of any applicable jurisdiction; or (ii) result in a significant risk to the officers of the foregoing items with respect to grantor of such Material Real Property, such items shall, promptly after the receipt thereof, be delivered to the Collateral Agent, and (g) at any time guarantee or Transaction Security of contravention of their fiduciary duties and from time to time, promptly execute and deliver, and cause each Loan Party and each newly acquired / or newly formed Subsidiary (other than an Immaterial Subsidiary of civil or an Excluded Subsidiary) to execute and deliver, any and all further instruments and documents and take, and cause each Loan Party and each newly acquired or newly formed Subsidiary (other than any Subsidiary that is an Immaterial Subsidiary or an Excluded Subsidiary, or owned by an Immaterial Subsidiary or an Excluded Subsidiary) to take, all such other action as the Collateral Agent may deem necessary or desirable in obtaining the full benefits of, or in perfecting and preserving the Liens of, such guaranties, mortgages, pledges, assignments, security agreement supplements, intellectual property security agreement supplements and security agreements; provided that notwithstanding any other provision of any Loan Document, no Loan Party shall be required to deliver any supplemental Loan Document that is governed by any law other than the laws of the United States or any political division of any thereofcriminal liability.

Additional Guarantors and Security. Upon (x) the request of the Collateral Agent following the occurrence and during the continuance of a Default, (y) the formation or acquisition of any new direct or indirect Subsidiaries by any Loan Party, Party or (z) the acquisition of any Material Real Property or material intellectual property (other than any property excluded from the Collateral pursuant to Section 2(b) of the Security Agreement) by any Loan Party, and such Material Real Property or such non-excluded material intellectual property, in the judgment of the Collateral Agent, shall not already be subject to a perfected first priority security interest in favor of the Collateral Agent for the benefit of the Secured Parties, then in each case at the Borrower’s expense: (a) in connection with the formation or acquisition of a Subsidiary that is not an Immaterial Subsidiary Subsidiary, CFC or an Excluded Subsidiary US Holdco, or owned by an Immaterial Subsidiary a CFC or an Excluded SubsidiaryUS Holdco, within 45 days (subject to extensions as may be agreed in its sole discretion by the Administrative Agent) after such formation or acquisition, cause each such Subsidiary, and cause each direct and indirect parent of such Subsidiary (if it has not already done so), to duly execute and deliver to the Collateral Agent a guaranty or guaranty supplement, in form and substance reasonably satisfactory to the Collateral Agent, guaranteeing the other Loan Parties’ obligations under the Loan Documents, (b) within 20 10 days (subject to extensions as may be agreed in its sole discretion by the Administrative Agent) after (i) such request, furnish to the Collateral Agent a description of the real and personal properties of the Loan Parties and their respective Subsidiaries in detail reasonably satisfactory to the Collateral Agent and (ii) such formation or acquisition, furnish to the Collateral Agent a description of the real and personal properties of such Subsidiary or the real and personal properties so acquired, in each case in detail reasonably satisfactory to the Collateral Agent, (c) within 60 days (subject to extensions as may be agreed in its sole discretion by the Administrative Agent) after (i) such request or acquisition of Material Real Property or other material property by any Loan Party, duly execute and deliver, and cause each Loan Party to duly execute and deliver, to the Collateral Agent such additional mortgages, pledges, assignments, security agreement supplements, intellectual property security agreement supplements and other security agreements as specified by, and in form and substance reasonably satisfactory to the Collateral Agent, securing payment of all the Obligations of such Loan Party under the Loan Documents and constituting Liens on all such properties, including, without limitation, a determination of whether such if any Material Real Property is in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards (a “Flood Hazard Property”) pursuant to a “life of loan” standard flood hazard determination form ordered and received by the Administrative Agent, and if such Material Real Property is a Flood Hazard Property), (A) Borrower’s written acknowledgment of receipt of written notification from the Collateral Agent as to the fact that such Material Real Property is a Flood Hazard Property and as to whether the community in which each such Flood Hazard Property is located is participating in the National Flood Insurance Program and (B) at the time of execution of any Mortgage with respect thereto, copies of the Borrower’s application for a flood insurance policy plus proof of premium payment, a declaration page confirming that flood insurance has been issued, or such other evidence of flood insurance in compliance with applicable law and satisfactory to the Collateral Agent and naming the Collateral Agent as sole loss payee on behalf of the Lenders and if such policy is a private flood policy, the Borrower shall confirm that such private flood policy conforms to FEMA requirements and (ii) such formation or acquisition of any new Subsidiary, duly execute and deliver and cause such Subsidiary if it is a Loan Party and each Loan Party acquiring Equity Interests in such Subsidiary to duly execute and deliver to the Collateral Agent mortgages, pledges, assignments, security agreement supplements, intellectual property security agreement supplements and other security agreements as specified by, and in form and substance reasonably satisfactory to, the Collateral Agent, securing payment of all of the obligations of such Subsidiary or Loan Party, respectively, under the Loan Documents; provided that (x) the stock of any Subsidiary held by an Immaterial Subsidiary a CFC or an Excluded Subsidiary US Holdco shall not be required to be pledged and (y) if such new property is Equity Interests in a CFC or US Holdco, then no more than 65% of the voting Equity Interests in such CFC or US Holdco shall be pledged in favor of the Secured Parties, (d) within 45 days (subject to extensions as may be agreed in its sole discretion by the Administrative Agent) after such request, formation or acquisition, take, and cause each Loan Party and each newly acquired or newly formed Subsidiary (other than any Subsidiary that is an Immaterial Subsidiary a CFC or an Excluded SubsidiaryUS Holdco, or owned by an Immaterial Subsidiary a CFC or an Excluded SubsidiaryUS Holdco) to take, whatever action (including, without limitation, the recording of mortgages, the filing of Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable in the opinion of the Collateral Agent to vest in the Collateral Agent (or in any representative of the Collateral Agent designated by it) valid and subsisting Liens on the properties purported to be subject to the mortgages, pledges, assignments, security agreement supplements, intellectual property security agreement supplements and security agreements delivered pursuant to this Section 5.12, enforceable against all third parties in accordance with their terms, (e) within 45 days (subject to extensions as may be agreed in its sole discretion by the Administrative Agent) after such request, formation or acquisition of any such Subsidiary that becomes a Guarantoracquisition, deliver to the Collateral Agent documents of the types referred to in Section 3.01(a)(iv) through (vii) with respect to such Subsidiary and, if requested by the Administrative Agent, opinions of counsel reasonably acceptable to the Administrative Agent, (f) as promptly as practicable after such request, formation or acquisition, deliver, upon the request of the Collateral Agent in its reasonable discretion (taking into account the expense of obtaining same), to the Collateral Agent with respect to each Material Real Property owned by each Loan Party and each newly acquired or newly formed Subsidiary (other than any Subsidiary that becomes is a Loan Party CFC or US Holdco, or owned by a CFC or US Holdco) title reports and surveys, each in scope, form and substance reasonably satisfactory to the Collateral Agent, provided provided, however however, that to the extent that any Loan Party or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such Material Real Property, such items shall, promptly after the receipt thereof, be delivered to the Collateral Agent, and (g) at any time and from time to time, promptly execute and deliver, and cause each Loan Party and each newly acquired or newly formed Subsidiary (other than an Immaterial any Subsidiary that is a CFC or an Excluded SubsidiaryUS Holdco, or owned by a CFC or US Holdco) to execute and deliver, any and all further instruments and documents and take, and cause each Loan Party and each newly acquired or newly formed Subsidiary (other than any Subsidiary that is an Immaterial Subsidiary a CFC or an Excluded SubsidiaryUS Holdco, or owned by an Immaterial Subsidiary a CFC or an Excluded SubsidiaryUS Holdco) to take, all such other action as the Collateral Agent may deem necessary or desirable in obtaining the full benefits of, or in perfecting and preserving the Liens of, such guaranties, mortgages, pledges, assignments, security agreement supplements, intellectual property security agreement supplements and security agreements; provided that notwithstanding any other provision of any Loan Document, unless the cost of procuring the same is not excessive in relation to the value thereof to the Secured Parties, no Loan Party shall be required to deliver any supplemental Loan Document that is governed by any law other than the laws of the United States or any political division of any thereof.