Common use of Additional Subsidiaries and Collateral Clause in Contracts

Additional Subsidiaries and Collateral. (a) In the event that, subsequent to the Closing Date, any Person becomes a wholly-owned Subsidiary of Borrower Representative (including any Subsidiary that is not wholly-owned solely as a result of directors’ qualifying shares required by applicable law), whether pursuant to formation, acquisition or otherwise, (x) the Borrower Representative shall promptly notify the Administrative Agent and the Lenders thereof and (y) within 30 days after such Person becomes a wholly-owned Subsidiary (or such later date as agreed to by the Administrative Agent), the Borrowers shall cause such Subsidiary (i) to become a new Guarantor (unless such Subsidiary (1) is a Foreign Subsidiary and adverse tax consequences could reasonably be expected to result from making such Subsidiary a Guarantor, (2) is prohibited by law from becoming a Guarantor, (3) is a Subsidiary of a Foreign Subsidiary that is not required to be a Guarantor or (4) the primary assets of such Subsidiary are Capitol Stock or Indebtedness of a Foreign Subsidiary and adverse tax consequences could reasonably be expected to result from making such Subsidiary a Guarantor) and to grant Liens in favor of the Administrative Agent in all of its personal property by executing and delivering to the Administrative Agent a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, executing and delivering a Copyright Security Agreement, Patent Security Agreement and Trademark Security Agreement, as applicable, and authorizing and delivering, at the request of the Administrative Agent, such UCC financing statements or similar instruments required by the Administrative Agent to perfect the Liens in favor of the Administrative Agent and granted under any of the Loan Documents, provided, that no Domestic Loan Party shall be required to take any action under the law of any non-U.S. jurisdiction in order to create or perfect a security interest in any assets of any Borrower or Loan Party which assets are either located outside of the United States or would require action under the law of any non-U.S. jurisdiction in order to create or perfect a security interest therein (other than, subject to the limitations set forth in the paragraph below, stock of a first-tier Foreign Subsidiary of any Borrower or Domestic Loan Party), and (ii) to deliver all such other documentation (including, without limitation, certified organizational documents, resolutions, lien searches, title insurance policies, surveys, environmental reports and legal opinions) reasonably requested by Administrative Agent and consistent with the documents delivered by the Loan Parties on or prior to the Closing Date pursuant to Section 3.1(b). In addition, within 30 days after the date any Person becomes a Domestic Subsidiary of the Borrower Representative (or such later date as agreed to by the Administrative Agent), the Borrower Representative shall, or shall cause the applicable Loan Party to (i) pledge all of the Capital Stock of such Domestic Subsidiary owned by a Loan Party to the Administrative Agent as security for the Obligations by executing and delivering a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, and (ii) deliver the original certificates evidencing such pledged Capital Stock (if any) to the Administrative Agent, together with appropriate powers executed in blank; provided that in no event shall any Capital Stock of any non-wholly owned Domestic Subsidiary be pledged hereunder to the extent that the granting of a security interest in such Capital Stock is prohibited by the applicable joint-venture, shareholder, stock purchase or similar agreement. (b) In the event that, subsequent to the Closing Date, any Person becomes a Foreign Subsidiary, whether pursuant to formation, acquisition or otherwise, (x) the Borrower Representative shall promptly notify the Administrative Agent and the Lenders thereof and (y) to the extent such Foreign Subsidiary is owned directly by any Loan Party, within 60 days after such Person becomes a Foreign Subsidiary or, if the Administrative Agent determines in its sole discretion that the Borrowers are working in good faith, such longer period as the Administrative Agent shall permit in its sole discretion, the Borrowers shall, or shall cause the applicable Loan Party to (i) pledge 65% of the issued and outstanding voting Capital Stock and 100% of the issued and outstanding non-voting Capital Stock of such Foreign Subsidiary owned by such Loan Party to the Administrative Agent as security for the Obligations pursuant to a pledge agreement in form and substance reasonably satisfactory to the Administrative Agent, (ii) deliver the original certificates evidencing such pledged Capital Stock, if any, to the Administrative Agent, together with appropriate powers executed in blank and (iii) deliver all such other documentation (including, without limitation, certified organizational documents, resolutions, lien searches and legal opinions) and to take all such other actions as the Administrative Agent may reasonably request provided, that Liens on the Capital Stock of (or other ownership interest in) a Foreign Subsidiary that are required to be pledged shall be documented under U.S. law if the cost of providing a local law pledge exceeds the benefit to Lenders, as determined by Administrative Agent in its reasonable discretion; provided further that in no event shall any Capital Stock of any non-wholly owned Foreign Subsidiary be pledged hereunder to the extent that the granting of a security interest in such Capital Stock is prohibited by the applicable joint-venture, shareholder, stock purchase or similar agreement. (c) The Borrowers agree that, following the delivery of any Collateral Documents required to be executed and delivered by this Section, the Administrative Agent shall have a valid and enforceable, first priority perfected Lien on the property required to be pledged pursuant to subsections (a) and (b) of this Section (to the extent that such Lien can be perfected by execution, delivery and/or recording of the Collateral Documents or UCC financing statements, or possession of such Collateral), free and clear of all Liens other than Permitted Liens. All actions to be taken pursuant to this Section shall be at the expense of the Borrowers or the applicable Loan Party, and shall be taken to the reasonable satisfaction of the Administrative Agent.

Additional Subsidiaries and Collateral. (a) Any newly acquired or formed subsidiary of Borrower or a Subsidiary shall be deemed a Subsidiary unless designated by Borrower as an Unrestricted Subsidiary in accordance with the terms of Section 5.12(c). In the event that, subsequent to the Closing Date, any Person becomes a wholly-owned Subsidiary of Borrower Representative (including any Subsidiary that is not wholly-owned solely as a result of directors’ qualifying shares required by applicable law)Loan Party, whether pursuant to formation, acquisition or otherwise, (x) the Borrower Representative shall promptly notify the Administrative Agent and the Lenders thereof not less than ten (10) Business Days prior to the formation or acquisition of such Subsidiary and (y) within 30 days five (5) Business Days after such Person becomes a wholly-owned Subsidiary (or such later date as agreed to by the Administrative Agent)of a Loan Party, the Borrowers Borrower shall cause such Subsidiary (i) to become a new Guarantor (unless such Subsidiary (1) is a Foreign Subsidiary and adverse tax consequences could reasonably be expected to result from making such Subsidiary a Guarantor, (2) is prohibited by law from becoming a Guarantor, (3) is a Subsidiary of a Foreign Subsidiary that is not required to be a Guarantor or (4) the primary assets of such Subsidiary are Capitol Stock or Indebtedness of a Foreign Subsidiary and adverse tax consequences could reasonably be expected to result from making such Subsidiary a Guarantor) and to grant Liens in favor of the Administrative Agent in all of its personal property by executing and delivering to the Administrative Agent a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, executing and delivering a Copyright Security Agreement, Patent Security Agreement and Trademark Security Agreement, as applicable, and authorizing and delivering, at the request of the Administrative Agent, such UCC financing statements or similar instruments required by the Administrative Agent to perfect the Liens in favor of the Administrative Agent and granted under any of the Loan Documents, provided, that no Domestic Loan Party shall be required (ii) to take any action under the law of any non-U.S. jurisdiction grant Liens in order to create or perfect a security interest in any assets of any Borrower or Loan Party which assets are either located outside favor of the United States or would require action under Administrative Agent in the law proved Oil and Gas Properties of any non-U.S. jurisdiction in order to create or perfect a security interest therein (other than, subject such Subsidiary by executing and delivering to the limitations set forth in Administrative Agent such Mortgages, to the paragraph below, stock of a first-tier Foreign Subsidiary of any Borrower or Domestic Loan Party)extent necessary to maintain compliance with Section 5.15, and (iiiii) to deliver all such other documentation (including, without limitation, certified organizational documents, resolutions, lien searches, title insurance policies, surveys, environmental reports and and, if requested by the Administrative Agent, legal opinions) reasonably requested by Administrative Agent and consistent with the documents delivered by the to take all such other actions as such Subsidiary would have been required to deliver and take pursuant to Section 3.1 if such Subsidiary had been a Loan Parties Party on or prior to the Closing Date or that such Subsidiary would be required to deliver pursuant to Section 3.1(b)5.13 with respect to any proved Oil and Gas Properties. In addition, within 30 days five (5) Business Days after the date any Person becomes a Domestic Subsidiary of the Borrower Representative (or such later date as agreed to by the Administrative Agent)a Loan Party, the Borrower Representative shall, or shall cause the applicable Loan Party to (i) pledge all of the Capital Stock of such Domestic Subsidiary owned by a Loan Party to the Administrative Agent as security for the Obligations by executing and delivering a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, and (ii) if the Capital Stock of such Subsidiary is certificated, deliver the original certificates evidencing such pledged Capital Stock (if any) to the Administrative Agent, together with appropriate powers executed in blank; provided that in no event shall any Capital Stock of any non-wholly owned Domestic Subsidiary be pledged hereunder to the extent that the granting of a security interest in such Capital Stock is prohibited by the applicable joint-venture, shareholder, stock purchase or similar agreement. (b) In the event that, subsequent to the Closing Date, any Person becomes a Foreign Subsidiary, whether pursuant to formation, acquisition or otherwise, (x) the The Borrower Representative shall promptly notify the Administrative Agent and the Lenders thereof and (y) to the extent such Foreign Subsidiary is owned directly by any Loan Party, within 60 days after such Person becomes a Foreign Subsidiary or, if the Administrative Agent determines in its sole discretion that the Borrowers are working in good faith, such longer period as the Administrative Agent shall permit in its sole discretion, the Borrowers shall, or shall cause the applicable Loan Party to (i) pledge 65% of the issued and outstanding voting Capital Stock and 100% of the issued and outstanding non-voting Capital Stock of such Foreign Subsidiary owned by such Loan Party to the Administrative Agent as security for the Obligations pursuant to a pledge agreement in form and substance reasonably satisfactory to the Administrative Agent, (ii) deliver the original certificates evidencing such pledged Capital Stock, if any, to the Administrative Agent, together with appropriate powers executed in blank and (iii) deliver all such other documentation (including, without limitation, certified organizational documents, resolutions, lien searches and legal opinions) and to take all such other actions as the Administrative Agent may reasonably request provided, that Liens on the Capital Stock of (or other ownership interest in) a Foreign Subsidiary that are required to be pledged shall be documented under U.S. law if the cost of providing a local law pledge exceeds the benefit to Lenders, as determined by Administrative Agent in its reasonable discretion; provided further that in no event shall any Capital Stock of any non-wholly owned Foreign Subsidiary be pledged hereunder to the extent that the granting of a security interest in such Capital Stock is prohibited by the applicable joint-venture, shareholder, stock purchase or similar agreement. (c) The Borrowers agree agrees that, following the due execution and delivery of any the Collateral Documents required to be executed and delivered by this Section, when UCC financing statements in appropriate form are filed in the appropriate governmental offices, the Administrative Agent shall have a valid and enforceablevalid, first priority perfected Lien on the property required to be pledged pursuant to subsections subsection (a) and (b) of this Section (to the extent that such Lien can be perfected by execution, delivery of the Collateral Documents and/or recording of the Collateral Documents or UCC financing statements, or possession of such Collateral), free and clear of all Liens other than Permitted LiensLiens expressly permitted by Section 7.2. All actions to be taken pursuant to this Section shall be at the expense of the Borrowers Borrower or the applicable Loan Party, and shall be taken to the reasonable satisfaction of the Administrative Agent. (c) In the event that, subsequent to the Closing Date, any Person becomes a subsidiary of a Loan Party, whether pursuant to formation, acquisition or otherwise, and the Borrower elects for such Person to become an Unrestricted Subsidiary under this Agreement, the Borrower shall notify the Administrative Agent and the Lenders of such election not less than ten (10) Business Days prior to the formation or acquisition of such Unrestricted Subsidiary (or such shorter period of time as the Administrative Agent may permit in its sole discretion). Notwithstanding anything herein to the contrary, (i) at no time shall any subsidiary be an Unrestricted Subsidiary if it is a “restricted subsidiary” for purposes of any indenture, credit agreement or similar agreement that contains the concept of “restricted” and “unrestricted” subsidiaries or otherwise provides a guarantee of the obligations thereunder and (ii) the Borrower shall not designate any Subsidiary as an Unrestricted Subsidiary.

Additional Subsidiaries and Collateral. (a) In the event that, subsequent to the Closing Date, any Person becomes a wholly-owned Subsidiary of Borrower Representative (including any Subsidiary that is not wholly-owned solely as a result of directors’ qualifying shares required by applicable law)Subsidiary, whether pursuant to formation, acquisition or otherwise, (x) the Borrower Representative shall promptly notify the Administrative Agent and the Lenders thereof and (y) within 30 days after such Person becomes a wholly-owned Subsidiary (other than (a) any Insurance Subsidiary, (b) any Subsidiary of an Insurance Subsidiary or (c) any other Subsidiary of the Borrower that has applied for an Insurance License and will become an Insurance Subsidiary or Subsidiary of an Insurance Subsidiary upon the approval of such Insurance License) (or such later date as agreed to in writing by the Administrative AgentAgent in its sole discretion), the Borrowers Borrower shall cause such Subsidiary (i) to become a new Guarantor (unless such Subsidiary (1) is a Foreign Subsidiary and adverse tax consequences could reasonably be expected to result from making such Subsidiary a Guarantor, (2) is prohibited by law from becoming a Guarantor, (3) is a Subsidiary of a Foreign Subsidiary that is not required to be a Guarantor or (4) the primary assets of such Subsidiary are Capitol Stock or Indebtedness of a Foreign Subsidiary and adverse tax consequences could reasonably be expected to result from making such Subsidiary a Guarantor) and to grant Liens in favor of the Administrative Agent in all of its personal property (other than Excluded Property) by executing and delivering to the Administrative Agent a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, executing and delivering a Copyright Security Agreement, Patent Security Agreement and Trademark Security Agreement, as applicable, and authorizing and delivering, at the request of the Administrative Agent, such UCC financing statements or similar instruments required by the Administrative Agent to perfect the Liens in favor of the Administrative Agent and granted under any of the Loan DocumentsDocuments (it being understood and agreed that, providedwith respect to any Foreign Subsidiary, that no Domestic Loan Party this clause (i) shall be required to take any action include the granting of Liens and taking of all perfection actions under the law local laws of any non-U.S. such Foreign Subsidiary’s jurisdiction of formation as may be reasonably required by the Administrative Agent), (ii) to grant Liens in order to create or perfect a security interest in any assets of any Borrower or Loan Party which assets are either located outside favor of the United States or would require action under the law of any non-U.S. jurisdiction Administrative Agent in order to create or perfect a security interest therein all interests in Real Estate (other than, subject than Excluded Property) to the limitations set forth in extent required by Section 5.13 by executing and delivering to the paragraph below, stock of a first-tier Foreign Subsidiary of any Borrower or Domestic Loan Party)Administrative Agent such Real Estate Documents as the Administrative Agent shall reasonably require, and (iiiii) to deliver all such other documentation (including, without limitation, certified organizational documents, resolutions, lien searches, title insurance policies, surveys, environmental reports and legal opinions) reasonably requested by Administrative Agent and consistent with the documents delivered by the to take all such other actions as such Subsidiary would have been required to deliver and take pursuant to Section 3.1 if such Subsidiary had been a Loan Parties Party on or prior to the Closing Date or that such Subsidiary would be required to deliver pursuant to Section 3.1(b)5.13 with respect to any Real Estate. In addition, within 30 days after the date any Person becomes a Domestic direct Subsidiary of the Borrower Representative a Loan Party (or such later date as agreed to in writing by the Administrative AgentAgent in its sole discretion), the Borrower Representative shall, or shall cause the applicable Loan Party to (i) pledge all of the Capital Stock of such Domestic Subsidiary directly owned by a Loan Party (other than Excluded Property) to the Administrative Agent as security for the Obligations by executing and delivering a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, and (ii) subject to the Intercreditor Agreement, deliver the original certificates evidencing such pledged Capital Stock (if anyother than Excluded Property) to the Administrative Agent, together with appropriate powers executed in blank; provided provided, that (1) if such Person that becomes a Subsidiary is an Insurance Subsidiary, a Subsidiary of an Insurance Subsidiary or any other Subsidiary of the Borrower that has applied for an Insurance License and will become an Insurance Subsidiary or Subsidiary of an Insurance Subsidiary upon the approval of such Insurance License, this requirement to pledge all of the Capital Stock of such Person shall not apply only to the extent the pledge thereof is (or would be) deemed a change of control of such Person or is (or would be) otherwise prohibited by applicable law or regulations and (2) in the case of any Subsidiary of the Borrower that has applied for an Insurance License and will become an Insurance Subsidiary or Subsidiary of an Insurance Subsidiary upon the approval of such Insurance License, it is understood and agreed that until such approval is obtained, such Subsidiary shall not transact business or hold any material assets. For the avoidance of doubt, (x) in no event shall any Insurance Company, Subsidiary of an Insurance Company or any other Subsidiary of the Borrower that has applied for an Insurance License and will become an Insurance Subsidiary or Subsidiary of an Insurance Subsidiary upon the approval of such Insurance License be required to become a Subsidiary Loan Party, a Loan Party or a Guarantor hereunder; however, for the avoidance of doubt, in the case of the Persons described in clause (1) immediately above, each such Person shall be subject to the applicable covenants contained herein and (y) subject to Section 5.15, the Capital Stock of any non-wholly owned Domestic Subsidiary RRC shall be pledged hereunder and perfected under the laws of Cayman Islands (to the extent that the granting of a security interest in such Capital Stock is not prohibited by the applicable joint-venture, shareholder, stock purchase or similar agreementthereunder). (b) In the event that, subsequent Subject to the Closing DateIntercreditor Agreement, any Person becomes a Foreign Subsidiary, whether pursuant to formation, acquisition or otherwise, (x) the Borrower Representative shall promptly notify the Administrative Agent and the Lenders thereof and (y) to the extent such Foreign Subsidiary is owned directly by any Loan Party, within 60 days after such Person becomes a Foreign Subsidiary or, if the Administrative Agent determines in its sole discretion that the Borrowers are working in good faith, such longer period as the Administrative Agent shall permit in its sole discretion, the Borrowers shall, or shall cause the applicable Loan Party to (i) pledge 65% of the issued and outstanding voting Capital Stock and 100% of the issued and outstanding non-voting Capital Stock of such Foreign Subsidiary owned by such Loan Party to the Administrative Agent as security for the Obligations pursuant to a pledge agreement in form and substance reasonably satisfactory to the Administrative Agent, (ii) deliver the original certificates evidencing such pledged Capital Stock, if any, to the Administrative Agent, together with appropriate powers executed in blank and (iii) deliver all such other documentation (including, without limitation, certified organizational documents, resolutions, lien searches and legal opinions) and to take all such other actions as the Administrative Agent may reasonably request provided, that Liens on the Capital Stock of (or other ownership interest in) a Foreign Subsidiary that are required to be pledged shall be documented under U.S. law if the cost of providing a local law pledge exceeds the benefit to Lenders, as determined by Administrative Agent in its reasonable discretion; provided further that in no event shall any Capital Stock of any non-wholly owned Foreign Subsidiary be pledged hereunder to the extent that the granting of a security interest in such Capital Stock is prohibited by the applicable joint-venture, shareholder, stock purchase or similar agreement. (c) The Borrowers agree agrees that, following the delivery of any Collateral Documents required to be executed and delivered by this Section, the Administrative Agent shall have a valid and enforceable, first priority perfected Lien on the property required to be pledged pursuant to subsections subsection (a) and (b) of this Section (to the extent that such Lien can be perfected by execution, delivery and/or recording of the Collateral Documents or UCC financing statements, or possession of such Collateral), free and clear of all Liens other than Permitted LiensLiens expressly permitted by Section 7.2. All actions to be taken pursuant to this Section shall be at the expense of the Borrowers Borrower or the applicable Loan Party, and shall be taken to the reasonable satisfaction of the Administrative Agent.

Additional Subsidiaries and Collateral. (a) In the event that, subsequent to the Closing Date, any Person becomes a wholly-owned Subsidiary of Borrower Representative (including any Subsidiary that is not wholly-owned solely as a result of directors’ qualifying shares required by applicable law)Loan Party, whether pursuant to formation, acquisition or otherwise, (x) the Borrower Representative shall promptly notify the Administrative Agent and the Lenders thereof not less than ten (10) Business Days prior to the formation or acquisition of such Subsidiary and (y) within 30 days five (5) Business Days after such Person becomes a wholly-owned Subsidiary (or such later date as agreed to by the Administrative Agent)of a Loan Party, the Borrowers Borrower shall cause such Subsidiary (i) to become a new Guarantor (unless such Subsidiary (1) is a Foreign Subsidiary and adverse tax consequences could reasonably be expected to result from making such Subsidiary a Guarantor, (2) is prohibited by law from becoming a Guarantor, (3) is a Subsidiary of a Foreign Subsidiary that is not required to be a Guarantor or (4) the primary assets of such Subsidiary are Capitol Stock or Indebtedness of a Foreign Subsidiary and adverse tax consequences could reasonably be expected to result from making such Subsidiary a Guarantor) and to grant Liens in favor of the Administrative Agent in all of its personal property by executing and delivering to the Administrative Agent a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, executing and delivering a Copyright Security Agreement, Patent Security Agreement and Trademark Security Agreement, as applicable, and authorizing and delivering, at the request of the Administrative Agent, such UCC financing statements or similar instruments required by the Administrative Agent to perfect the Liens in favor of the Administrative Agent and granted under any of the Loan Documents, provided, that no Domestic Loan Party shall be required (ii) to take any action under the law of any non-U.S. jurisdiction grant Liens in order to create or perfect a security interest in any assets of any Borrower or Loan Party which assets are either located outside favor of the United States or would require action under Administrative Agent in such Oil and Gas Properties as requested by the law of any non-U.S. jurisdiction in order to create or perfect a security interest therein (other than, subject Administrative Agent by executing and delivering to the limitations set forth in Administrative Agent such Mortgages as the paragraph below, stock of a first-tier Foreign Subsidiary of any Borrower or Domestic Loan Party)Administrative Agent shall require, and (iiiii) to deliver all such other documentation (including, without limitation, certified organizational documents, resolutions, lien searches, title insurance policies, surveys, environmental reports and legal opinions) reasonably requested by Administrative Agent and consistent with the documents delivered by the to take all such other actions as such Subsidiary would have been required to deliver and take pursuant to Section 3.1 if such Subsidiary had been a Loan Parties Party on or prior to the Closing Date or that such Subsidiary would be required to deliver pursuant to Section 3.1(b)5.13 with respect to any Oil and Gas Properties. In addition, within 30 days five (5) Business Days after the date any Person becomes a Domestic Subsidiary of the Borrower Representative (or such later date as agreed to by the Administrative Agent)a Loan Party, the Borrower Representative shall, or shall cause the applicable Loan Party to (i) pledge all of the Capital Stock of such Domestic Subsidiary owned by a Loan Party to the Administrative Agent as security for the Obligations by executing and delivering a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, and (ii) if the Capital Stock of such Subsidiary is certificated, deliver the original certificates evidencing such pledged Capital Stock (if any) to the Administrative Agent, together with appropriate powers executed in blank; provided that in no event shall any Capital Stock of any non-wholly owned Domestic Subsidiary be pledged hereunder to the extent that the granting of a security interest in such Capital Stock is prohibited by the applicable joint-venture, shareholder, stock purchase or similar agreement. (b) In the event that, subsequent to the Closing Date, any Person becomes a Foreign Subsidiary, whether pursuant to formation, acquisition or otherwise, (x) the The Borrower Representative shall promptly notify the Administrative Agent and the Lenders thereof and (y) to the extent such Foreign Subsidiary is owned directly by any Loan Party, within 60 days after such Person becomes a Foreign Subsidiary or, if the Administrative Agent determines in its sole discretion that the Borrowers are working in good faith, such longer period as the Administrative Agent shall permit in its sole discretion, the Borrowers shall, or shall cause the applicable Loan Party to (i) pledge 65% of the issued and outstanding voting Capital Stock and 100% of the issued and outstanding non-voting Capital Stock of such Foreign Subsidiary owned by such Loan Party to the Administrative Agent as security for the Obligations pursuant to a pledge agreement in form and substance reasonably satisfactory to the Administrative Agent, (ii) deliver the original certificates evidencing such pledged Capital Stock, if any, to the Administrative Agent, together with appropriate powers executed in blank and (iii) deliver all such other documentation (including, without limitation, certified organizational documents, resolutions, lien searches and legal opinions) and to take all such other actions as the Administrative Agent may reasonably request provided, that Liens on the Capital Stock of (or other ownership interest in) a Foreign Subsidiary that are required to be pledged shall be documented under U.S. law if the cost of providing a local law pledge exceeds the benefit to Lenders, as determined by Administrative Agent in its reasonable discretion; provided further that in no event shall any Capital Stock of any non-wholly owned Foreign Subsidiary be pledged hereunder to the extent that the granting of a security interest in such Capital Stock is prohibited by the applicable joint-venture, shareholder, stock purchase or similar agreement. (c) The Borrowers agree agrees that, following the delivery of any Collateral Documents required to be executed and delivered by this Section, the Administrative Agent shall have a valid and enforceable, first priority perfected Lien on the property required to be pledged pursuant to subsections subsection (a) and (b) of this Section (to the extent that such Lien can be perfected by execution, delivery and/or recording of the Collateral Documents or UCC financing statements, or possession of such Collateral), free and clear of all Liens other than Permitted LiensLiens expressly permitted by Section 7.2. All actions to be taken pursuant to this Section shall be at the expense of the Borrowers Borrower or the applicable Loan Party, and shall be taken to the reasonable satisfaction of the Administrative Agent.

Additional Subsidiaries and Collateral. Subject in all respects to the definition of Excluded Assets and Excluded Perfections, (a) In in the event that, subsequent to the Closing Date, any Person becomes a wholly-owned Subsidiary of Borrower Representative (including any Subsidiary that is not wholly-owned solely as a result of directors’ qualifying shares required by applicable law)Restricted Subsidiary, whether pursuant to formation, acquisition or otherwise, (x) the Borrower Representative shall promptly notify the Administrative Agent and the Lenders thereof and (y) within 30 thirty (30) days after such Person becomes a wholly-owned Restricted Subsidiary (or such later date as agreed subject to by extension in the sole discretion of the Administrative Agent), the Borrowers Borrower shall cause any such Restricted Subsidiary (i) that is not a Foreign Subsidiary to become a new Guarantor (unless such Subsidiary (1) is a Foreign Subsidiary and adverse tax consequences could reasonably be expected to result from making such Subsidiary a Guarantor, (2) is prohibited by law from becoming a Guarantor, (3) is a Subsidiary of a Foreign Subsidiary that is not required to be a Guarantor or (4) the primary assets of such Subsidiary are Capitol Stock or Indebtedness of a Foreign Subsidiary and adverse tax consequences could reasonably be expected to result from making such Subsidiary a Guarantor) and to grant Liens in favor of the Administrative Agent in all of its personal property by executing and delivering to the Administrative Agent a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, executing and delivering a Copyright Security Agreement, Patent Security Agreement and Trademark Security Agreement, as applicable, and authorizing and delivering, at the request of the Administrative Agent, such UCC UCC-1 financing statements or similar instruments required by the Administrative Agent to perfect the Liens in favor of the Administrative Agent and granted under any of the Loan Documents, provided, that no Domestic Loan Party shall be required to take any action under the law of any non-U.S. jurisdiction in order to create or perfect a security interest in any assets of any Borrower or Loan Party which assets are either located outside of the United States or would require action under the law of any non-U.S. jurisdiction in order to create or perfect a security interest therein (other than, subject to the limitations set forth in the paragraph below, stock of a first-tier Foreign Subsidiary of any Borrower or Domestic Loan Party), and (ii) to deliver all such other documentation (including, without limitation, certified organizational documents, resolutions, lien searches, title insurance policies, surveys, environmental reports and legal opinions) reasonably requested by Administrative Agent and consistent with the documents delivered by the Loan Parties on or prior to the Closing Date pursuant to Section 3.1(b). In addition, within 30 thirty (30) days after the date any Person becomes a Domestic Restricted Subsidiary (subject to extension in the sole discretion of the Borrower Representative (or such later date as agreed to by the Administrative Agent), the Borrower Representative shall, or shall cause the applicable Loan Party to (i) pledge all of the Capital Stock of such Domestic Restricted Subsidiary owned by a Loan Party to the Administrative Agent as security for the Obligations by executing and delivering a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, and (ii) deliver the original certificates evidencing such pledged Capital Stock (if any) to the Administrative Agent, together with appropriate powers executed in blank; provided that in no event shall any Capital Stock of any non-wholly owned Domestic Subsidiary be pledged hereunder to the extent that the granting of a security interest in such Capital Stock is prohibited by the applicable joint-venture, shareholder, stock purchase or similar agreement.; (b) In in the event that, subsequent to the Closing Date, any Person becomes a Foreign Subsidiary, whether pursuant to formation, acquisition or otherwise, (x) the Borrower Representative shall promptly notify the Administrative Agent and the Lenders thereof and (y) to the extent such Foreign Subsidiary is owned directly by any Loan Party, within 60 sixty (60) days after such Person becomes a Foreign Subsidiary or, if (subject to extension in the sole discretion of the Administrative Agent determines in its sole discretion that the Borrowers are working in good faith, such longer period as the Administrative Agent shall permit in its sole discretionAgent), the Borrowers Borrower shall, or shall cause the applicable Loan Party to (i) pledge all of the Capital Stock of such Foreign Subsidiary (or, if the Foreign Subsidiary is a CFC, 65% of the issued and outstanding voting Capital Stock and 100% of the issued and outstanding non-voting Capital Stock of such Foreign Subsidiary owned by such Loan Party Subsidiary, as applicable) to the Administrative Agent as security for the Obligations pursuant to a pledge agreement in form and substance reasonably satisfactory to the Administrative Agent, (ii) deliver the original certificates evidencing such pledged Capital Stock, if any, Stock to the Administrative Agent, together with appropriate powers executed in blank and (iii) deliver all such other documentation (including, without limitation, certified organizational documents, resolutions, lien searches and legal opinions) and to take all such other actions as the Administrative Agent may reasonably request providedrequest; (c) in the event that, that Liens on subsequent to the Closing Date, the Borrower or any Loan Party shall acquire (x) the Capital Stock of an Affiliate Fund or a Subsidiary of an Affiliate Fund or (y) any Real Estate from an Affiliate Fund or a Subsidiary of an Affiliate Fund, the Borrower shall, or shall cause the relevant Loan Party to, substantially contemporaneously with the consummation of such Permitted Acquisition (or other ownership interest insuch later period as the Administrative Agent shall agree), deliver to the Administrative Agent, each of the following documents, each either substantially similar in form and substance to the form of documents delivered connection with the Formation Transactions, or reasonably satisfactory to the Administrative Agent: (i) a Foreign counterpart of an Amendment Agreement duly executed by or on behalf of each party thereto; (ii) an assignment agreement, in form and substance substantially similar to the Fund A Assignment or otherwise reasonably acceptable to the Administrative Agent, assigning any loans of such Affiliate Fund or Subsidiary that are required of such Affiliate Fund to be pledged shall be documented under U.S. law if the cost of providing a local law pledge exceeds Administrative Agent for the benefit to of the Lenders, as determined duly executed and delivered by or on behalf of the applicable parties thereto; (iii) an Omnibus Mortgage Amendment with respect to the Assigned Existing Mortgages being assigned to the Administrative Agent in connection with the applicable Permitted Acquisition, duly executed and delivered by or on behalf of the applicable parties thereto; (iv) Mortgage Assignments with respect to the Assigned Existing Mortgages being assigned to the Administrative Agent in connection with the applicable Permitted Acquisition in form and substance substantially similar to the Fund A Mortgage Assignment or otherwise reasonably acceptable to the Administrative Agent, duly executed and delivered by or on behalf of the applicable parties thereto; (v) upon the request of the Administrative Agent, an Assignment Endorsement and a Modification Endorsement to one existing title insurance policy, selected by the Administrative Agent in its reasonable sole discretion, in each state in which any Mortgaged Property under the Assigned Existing Mortgages being assigned to the Administrative Agent in connection with the applicable Permitted Acquisition is located (including, at the request of the Administrative Agent, in any Covered State), insuring that the Assigned Existing Mortgage covered thereby, as amended by the applicable Omnibus Mortgage Amendment, grants valid and enforceable mortgage Liens in favor of the Administrative Agent on the Mortgaged Property covered by such Assigned Existing Mortgage; provided further that with respect to any Mortgaged Property in no event any Covered State, the Administrative Agent shall not make any Capital Stock such requests if an Assignment Endorsement and Modification Endorsement has been delivered with respect to such Covered State during the twelve-month period prior to such Permitted Acquisition; provided further, that notwithstanding the foregoing proviso, the Administrative Agent may make any such requests if it reasonably believes that a Change in Law has occurred such that the Mortgages in such Covered State that are being assigned in connection with the applicable Acquisition, as modified by the existing form of Omnibus Mortgage Amendment, may not be effective to grant a mortgage Lien in such Covered State to the Secured Parties securing the Obligations in the amount of (A) $390,000,000 or (B) with respect to Covered States where a mortgage recording tax was paid based on the secured amount in an Existing Mortgage prior to the assignment of such Existing Mortgage to the Administrative Agent in connection with the applicable Permitted Acquisition, the secured amount in such applicable Existing Mortgage. For the avoidance of doubt, with respect to any Existing Mortgage to which clause (B) above applies, once such Existing Mortgage is assigned to the Administrative Agent hereunder and modified by the existing form of Omnibus Mortgage Amendment, the secured amount therein will remain the same as in such Existing Mortgage prior to the assignment and modification thereof; (vi) access to digital copies of any non-wholly owned Foreign existing Phase I Environmental Site Assessment Reports that such Affiliate Fund or Subsidiary be pledged hereunder of an Affiliate Fund has and that cover properties subject to any Existing Mortgage with respect to the applicable Permitted Acquisition; (vii) to the extent that the granting of a security interest in such Capital Stock is prohibited not covered by the assignment delivered pursuant to subsection (ii) above, copies of the duly executed payoff letters or assignments of existing debt in connection with the applicable joint-venturePermitted Acquisition, shareholderexecuted by the administrative agent under the applicable existing credit agreement being assigned in connection with the applicable Permitted Acquisition, stock purchase together with (a) UCC-3 assignments or similar agreement. other appropriate termination statements, either assigning or releasing all liens of the applicable existing lenders upon any of the personal property of the applicable Affiliate Fund or its Subsidiaries, (b) assignments, cancellations or releases, assigning or releasing all liens of the applicable existing lenders upon any of the real property of the applicable Affiliate Fund or its Subsidiaries, and (c) The Borrowers agree any other assignments, releases, terminations or other documents reasonably required by the Administrative Agent to evidence the assignment of the applicable existing debt; and (d) the Borrower agrees that, following the delivery of any Collateral Documents required to be executed and delivered by this Section, the Administrative Agent shall have a valid and enforceable, first priority perfected Lien on the property required to be pledged pursuant to subsections (a) and (b) of this Section (to the extent that such Lien can be perfected by execution, delivery and/or recording of the Collateral Documents or UCC UCC-1 financing statements, or possession of such Collateral), free and clear of all Liens other than Permitted LiensLiens expressly permitted by Section 7.2. All actions to be taken pursuant to this Section shall be at the expense of the Borrowers Borrower or the applicable Loan Party, and shall be taken to the reasonable satisfaction of the Administrative Agent.

Additional Subsidiaries and Collateral. (a) In the event that, subsequent to the Closing Date, any Person becomes a wholly-owned Subsidiary of Borrower Representative (including any other than an Excluded Subsidiary) or an Unrestricted Subsidiary that is not wholly-owned solely designated as a result of directors’ qualifying shares required by applicable law)Restricted Subsidiary or an Immaterial Subsidiary ceases to be an Immaterial Subsidiary, whether pursuant to formation, acquisition or otherwise, (x) the Borrower Representative shall promptly notify the Administrative Agent and the Lenders thereof and (y) within 30 days (or such longer period as the Administrative Agent may permit) after such Person becomes a wholly-owned Subsidiary (or such later date as agreed is designated a Restricted Subsidiary or ceases to by the Administrative Agent)be an Immaterial Subsidiary, the Borrowers Borrower shall cause such Subsidiary (i) to become a new Guarantor (unless such Subsidiary (1) is by executing and delivering to the Administrative Agent a Foreign Subsidiary joinder to the Guaranty and adverse tax consequences could Security Agreement in form and substance reasonably be expected satisfactory to result from making such Subsidiary a Guarantorthe Administrative Agent, (2ii) is prohibited by law from becoming a Guarantor, (3) is a Subsidiary of a Foreign Subsidiary that is not required to be a Guarantor or (4) the primary assets of such Subsidiary are Capitol Stock or Indebtedness of a Foreign Subsidiary and adverse tax consequences could reasonably be expected to result from making such Subsidiary a Guarantor) and to grant Liens in favor of the Administrative Agent in all of its personal property (other than Excluded Property) by executing and delivering to the Administrative Agent a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, executing and delivering a Copyright Security Agreement, Patent Security Agreement and Trademark Security Agreement, as applicable, and authorizing and delivering, at the request of the Administrative Agent, such UCC financing statements or similar instruments required by the Administrative Agent to perfect the Liens in favor of the Administrative Agent and granted under any of the Loan Documents, provided, that no Domestic Loan Party shall be required to take any action under the law of any non-U.S. jurisdiction in order to create or perfect a security interest in any assets of any Borrower or Loan Party which assets are either located outside of the United States or would require action under the law of any non-U.S. jurisdiction in order to create or perfect a security interest therein (other than, subject to the limitations set forth in the paragraph below, stock of a first-tier Foreign Subsidiary of any Borrower or Domestic Loan Party), Documents and (iiiii) to deliver all such other documentation (including, without limitation, certified organizational documentsOrganization Documents, resolutions, lien searches, title insurance policies, surveys, environmental reports searches and customary legal opinions) reasonably requested by Administrative Agent and consistent with the documents delivered by the Loan Parties to take all such other actions as such Subsidiary would have been required to deliver and take on or prior to the Closing Date pursuant to Section 3.1(b)if such Subsidiary had been a Loan Party on the Closing Date. In addition, within 30 days (or such longer period as the Administrative Agent may permit) after the date any Person becomes a Domestic Subsidiary of the Borrower Representative (or such later date as agreed to by the Administrative Agentother than a Domestic Foreign Holdco), to the Borrower Representative shallextent such Domestic Subsidiary is owned directly by any Loan Party and constitutes a Restricted Subsidiary and does not constitute an Immaterial Subsidiary (to the extent such Immaterial Subsidiary is not a Guarantor), or shall cause the applicable Loan Party to shall (i) pledge all of the Capital Stock of such Domestic Subsidiary owned by a such Loan Party to the Administrative Agent as security for the Obligations by executing and delivering a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, Agent and (ii) deliver the original certificates certificates, if any, evidencing such pledged Capital Stock (if any) to the Administrative Agent, together with appropriate powers executed in blank; provided that in no event shall any Capital Stock of any non-wholly owned Domestic Subsidiary be pledged hereunder to the extent that the granting of a security interest in such Capital Stock is prohibited by the applicable joint-venture, shareholder, stock purchase or similar agreement. (b) In the event that, subsequent to the Closing Date, any Person becomes a Foreign SubsidiarySubsidiary or a Domestic Foreign Holdco, whether pursuant to formation, acquisition or otherwise, (x) the Borrower Representative shall promptly notify the Administrative Agent and the Lenders thereof and (y) to the extent such Foreign Subsidiary or Domestic Foreign Holdco is owned directly by any Loan PartyParty and constitutes a Restricted Subsidiary and does not constitute an Immaterial Subsidiary (to the extent such Immaterial Subsidiary is not a Guarantor), within 60 30 days (or such longer period as the Administrative Agent may permit) after such Person becomes a Foreign Subsidiary oror Domestic Foreign Holdco, if the Administrative Agent determines in its sole discretion that the Borrowers are working in good faith, such longer period as the Administrative Agent shall permit in its sole discretion, the Borrowers shall, or shall cause the applicable Loan Party to shall (i) pledge all of the Capital Stock (but, in any event, not to exceed 65% of the issued and outstanding voting Capital Stock and 100% of the issued and outstanding non-voting Capital Stock Stock) of such Foreign Subsidiary or Domestic Foreign Holdco, as applicable, owned by such Loan Party Party, to the Administrative Agent as security for the Obligations pursuant to a pledge agreement in form and substance reasonably satisfactory to the Administrative Agent, and (ii) deliver the original certificates certificates, if any, evidencing such pledged Capital Stock, if any, Stock to the Administrative Agent, together with appropriate powers executed in blank and (iii) deliver all such other documentation (including, without limitation, certified organizational documents, resolutions, lien searches and legal opinions) and to take all such other actions as the Administrative Agent may reasonably request provided, that Liens on the Capital Stock of (or other ownership interest in) a Foreign Subsidiary that are required to be pledged shall be documented under U.S. law if the cost of providing a local law pledge exceeds the benefit to Lenders, as determined by Administrative Agent in its reasonable discretion; provided further that in no event shall any Capital Stock of any non-wholly owned Foreign Subsidiary be pledged hereunder to the extent that the granting of a security interest in such Capital Stock is prohibited by the applicable joint-venture, shareholder, stock purchase or similar agreementblank. (c) The Borrowers agree Borrower agrees that, following the delivery of any Collateral Documents required to be executed and delivered by this Section, the Administrative Agent shall have a valid and enforceable, first priority (subject to Liens permitted by Section 7.2) perfected Lien on the property required to be pledged pursuant to subsections (a) and (b) of this Section (to the extent that such Lien can be perfected by execution, delivery and/or recording of the Collateral Documents or UCC financing statements, or or, if required to be delivered, possession of such Collateral), free and clear of all Liens other than Permitted LiensLiens permitted by Section 7.2. All actions to be taken pursuant to this Section shall be at the expense of the Borrowers Borrower or the applicable Loan Party, and shall be taken to the reasonable satisfaction of the Administrative Agent. (d) Notwithstanding anything herein to the contrary or in any other Loan Document, (i) the Borrower and the Guarantors shall not be required create or perfect a security interest under the laws of any non-U.S. jurisdiction or to create or perfect a security interest in assets located or titled outside the U.S. or to reimburse or indemnify the Administrative Agent for any costs or expenses incurred in connection with the taking of any of the foregoing actions in any non-U.S. jurisdiction and (ii) perfection shall not be required with respect to the following: (A) commercial tort claims with a claim value of less than $2,000,000; (B) letter-of-credit rights with a face amount less than $2,000,000 (other than those to which perfection of the security interest in such Collateral is accomplished solely by the filing of a UCC financing statement); provided that neither the Borrower nor any Guarantor shall be required to establish the Administrative Agent’s “control” (within the meaning of Section 9-107 of the UCC) over any letter-of-credit rights with a face amount greater than or equal to $2,000,000 except upon the Administrative Agent’s request during the existence of an Event of Default; (C) those assets as to which the Administrative Agent and the Borrower reasonably agree in writing that the costs of obtaining such perfection are excessive in relation to the value to the Lenders of the security to be afforded thereby and (D) any Excluded Account.

Additional Subsidiaries and Collateral. (a) In the event that, subsequent The Borrower will cause each future Significant Domestic Subsidiary to promptly execute and deliver to the Closing Date, any Person becomes a wholly-owned Subsidiary of Borrower Representative (including any Subsidiary that is not wholly-owned solely as a result of directors’ qualifying shares required by applicable law), whether pursuant to formation, acquisition or otherwise, Administrative Agent (x) no later than 10 Business Days after the Borrower Representative shall promptly notify first Determination Date (as defined below) following the Administrative Agent and creation or acquisition of such Significant Domestic Subsidiary (including by way of Division) or the Lenders thereof and date on which such Subsidiary becomes a Significant Domestic Subsidiary, or (y) within 30 days in the case of a Significant Domestic Subsidiary created or acquired in connection with a Permitted Acquisition, no later than six (6) months after the consummation of such Person becomes a wholly-owned Permitted Acquisition, in each case (i) the Subsidiary Guaranty, the Subsidiary Pledge Agreement and the Subsidiary Security Agreement (or such later date appropriate joinders thereto, as agreed to applicable), and, as may reasonably be requested by the Administrative Agent, landlord/mortgagee waivers (provided that, in the case of landlord/mortgagee waivers, if the Borrower uses commercially reasonable efforts to obtain such waivers from the applicable counterparties thereto, Borrower’s obligations with respect to such waivers under this Section 5.11(a) shall be satisfied), the Borrowers shall cause such Subsidiary and (iii) to become a new Guarantor (unless such Subsidiary (1) is a Foreign Subsidiary an opinion of counsel from counsel and adverse tax consequences could reasonably be expected to result from making such Subsidiary a Guarantor, (2) is prohibited by law from becoming a Guarantor, (3) is a Subsidiary of a Foreign Subsidiary that is not required to be a Guarantor or (4) the primary assets of such Subsidiary are Capitol Stock or Indebtedness of a Foreign Subsidiary and adverse tax consequences could reasonably be expected to result from making such Subsidiary a Guarantor) and to grant Liens in favor of the Administrative Agent in all of its personal property by executing and delivering to the Administrative Agent a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory acceptable to the Administrative Agent. (b) The Borrower will pledge to the Collateral Agent (for the benefit of the Secured Parties) pursuant to the Borrower Pledge Agreement (or, executing and delivering a Copyright Security Agreement, Patent Security Agreement and Trademark Security Agreement, as if applicable, and authorizing and delivering, at cause a Significant Domestic Subsidiary to pledge to the request Collateral Agent (for the benefit of the Administrative Agent, such UCC financing statements or similar instruments required by the Administrative Agent to perfect the Liens in favor of the Administrative Agent and granted under any of the Loan Documents, provided, that no Domestic Loan Party shall be required to take any action under the law of any non-U.S. jurisdiction in order to create or perfect a security interest in any assets of any Borrower or Loan Party which assets are either located outside of the United States or would require action under the law of any non-U.S. jurisdiction in order to create or perfect a security interest therein (other than, subject Secured Parties) pursuant to the limitations set forth in Subsidiary Pledge Agreement) (x) no later than 10 Business Days after the paragraph below, stock first Determination Date following the creation or acquisition of a first-tier Significant Foreign Subsidiary or a Significant Foreign Subsidiary Holdco or the date on which a first-tier Foreign Subsidiary that is a Restricted Subsidiary becomes a Significant Foreign Subsidiary or a Foreign Subsidiary Holdco becomes a Significant Foreign Subsidiary Holdco, or (y) in the case of any Borrower a first-tier Significant Foreign Subsidiary or Domestic Loan Party)a Significant Foreign Subsidiary Holdco created or acquired in connection with a Permitted Acquisition, no later than six (6) months after the consummation of such Permitted Acquisition, in each case (i) 65% of the voting Equity Interests of such first-tier Significant Foreign Subsidiary or such Significant Foreign Subsidiary Holdco formed or acquired after the Effective Date and (ii) 100% of the non-voting Equity Interests of such first-tier Significant Foreign Subsidiary or such Significant Foreign Subsidiary Holdco. (c) In addition to deliver all the foregoing, except to the extent set forth in the Borrower Security Agreement, the Borrower Pledge Agreement, the Subsidiary Pledge Agreement and the Subsidiary Security Agreement, respectively, the Borrower, its Significant Domestic Subsidiaries and each Subsidiary Guarantor shall cause such other documentation (including, without limitation, certified organizational documents, resolutions, lien searches, title insurance policies, surveys, environmental reports documents and legal opinions) instruments as may be reasonably requested by the Collateral Agent (or any Lender through the Collateral Agent) from time to time to be executed and delivered and do such further acts and things as reasonably may be required in order for the Collateral Agent, for the benefit of the Secured Parties, to obtain a fully perfected first priority Lien on all Collateral, subject to Liens permitted by Section 6.02 and subject to Section 5.11(f). For purposes of this Section 5.11, the “Determination Date” shall be the date of delivery of the annual financial statements pursuant to Section 5.01(a). (d) In the event that any ECA Borrower or ECA Guarantor ceases to be party to a Permitted ECA Financing, including due to the repayment of its obligations under such Permitted ECA Financing, and such ECA Borrower or ECA Guarantor is (or would be, but for the fact that it is an ECA Borrower or ECA Guarantor) a Significant Domestic Subsidiary or a Significant Foreign Subsidiary, the Borrower shall comply with this Section 5.11 with respect to such Restricted Subsidiary within 90 calendar days from the date such Restricted Subsidiary ceases to be a party to a Permitted ECA Financing. (e) From and after repayment in full of a Permitted ECA Financing of an ECA Borrower (other than any such repayment that is in connection with a refinancing of such Permitted ECA Financing) that was incurred under Section 6.01(b)(xxxv) and so long as such ECA Borrower is not at such time party to any other Permitted ECA Financing or, in the case of any ECA Borrower that is a Foreign Subsidiary, any other Indebtedness that is permitted hereunder that is secured by a pledge of the Equity Interest of such ECA Borrower, the Borrower and its Restricted Subsidiaries will not pledge the Equity Interests of such ECA Borrower in favor of any Person other than Collateral Agent for the benefit of the Secured Parties (it being understood that this clause (e) shall not constitute a requirement that the Equity Interests of any ECA Borrower be pledged in favor of the Collateral Agent for the benefit of the Secured Parties); provided that if such Equity Interests are pledged in favor of the Collateral Agent for the benefit of the Secured Parties, such Equity Interests may also be pledged for the benefit of holders of any other Indebtedness permitted by this Agreement that is secured by Permitted Liens on the Collateral on a pari passu basis with, or junior basis to, the Liens securing the Secured Obligations (so long as the holders of such Indebtedness are subject to the Pari Passu Intercreditor Agreement or a Customary Intercreditor Agreement, as applicable). (f) Notwithstanding anything to the contrary contained in this Agreement or any other Loan Document, but without waiving or limiting any obligation of the Borrower hereunder, the Administrative Agent and consistent Collateral Agent will not take any action in respect of the Collateral pursuant to this Agreement or any other Loan Document that would constitute or result in any assignment of any Communications License held by the Borrower or any of its Subsidiaries (or assigned or transferred to the Borrower or any of its Subsidiaries) or any transfer of control of the holder of any Communications License held by the Borrower or any of its Subsidiaries (or assigned or transferred to the Borrower or any of its Subsidiaries), within the meaning of Section 310(d) of the Communications Act or other Communications Laws, if such assignment of such Communications License or such transfer of control would require thereunder the prior approval of the FCC or other Governmental Authority, without first obtaining such approval. The Administrative Agent and the Collateral Agent agrees that (a) voting rights in the Equity Interests of each Subsidiary Guarantor, but solely to the extent any such Subsidiary Guarantor is the holder of any Communications License, will remain with the documents delivered by holders of such voting rights upon and following the Loan Parties on occurrence of an Event of Default until any required prior approvals of the FCC or prior other Governmental Authority, as applicable, shall have been obtained; (b) to the Closing Date pursuant to Section 3.1(b). In additionextent required by law, within 30 days after upon and following the date occurrence of any Person becomes a Domestic Event of Default and foreclosure upon the Equity Interests of any Subsidiary of the Borrower Representative (or such later date as agreed to holding any Communications License by the Administrative Agent or the Collateral Agent), there will be either an arm’s length private or public sale of such Equity Interests; and (c) prior to the exercise of stockholder rights by the purchaser at any such sale, the Borrower Representative shallprior consent of the FCC pursuant to Section 310(d) of the Communications Act or any other Communications Laws, or shall cause and of any other Governmental Authority pursuant to applicable Communications Laws, will be obtained. (g) Notwithstanding anything to the applicable contrary herein, (x) in the event that any Loan Party grants a Lien under the Senior Secured Revolving Credit Documents, the Senior Secured Term Loan Documents or the Senior Secured Notes Documents in any assets of any Loan Party and such assets do not otherwise constitute Collateral under Security Documents securing the Secured Obligations, except to the extent inconsistent with Section 2.1(e) of the Pari Passu Intercreditor Agreement or if such Lien is declined in writing by the Collateral Agent after written request from the Borrower, such Loan Party shall concurrently therewith (i) pledge all to xxxxx x Xxxx to the Collateral Agent for the benefit of the Capital Stock of Secured Parties in such Domestic Subsidiary owned by a Loan Party asset and cause such assets to constitute Collateral under the Administrative Agent as security for Security Documents to secure the Obligations by executing and delivering a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative AgentSecured Obligations, and (ii) deliver to take such actions as may be necessary to perfect the original certificates evidencing such pledged Capital Stock Liens granted to the Collateral Agent therein and (if anyiii) to take all other necessary steps reasonably requested by the Administrative Collateral Agent in connection with the foregoing and (y) in the event that any Loan Party executes or delivers any agreement or instrument or takes any other action to perfect, preserve or maintain the security interests granted under the Senior Secured Revolving Credit Documents, the Senior Secured Term Loan Documents or the Senior Secured Notes Documents, except to the extent inconsistent with Section 2.1(e) of the Pari Passu Intercreditor Agreement, such Loan Party shall, unless declined in writing by the Collateral Agent, together concurrently therewith deliver such agreement or instrument, or take such action to perfect, preserve or maintain the security interests granted to the Collateral Agent under the Security Documents; provided, however, that execution and delivery of a control agreement over deposit accounts and securities accounts under the Senior Secured Revolving Credit Documents shall be deemed to satisfy any requirement to deliver a control agreement to the Collateral Agent with appropriate powers executed in blank; provided respect to such deposit account or securities account (it being understood that in no event the foregoing shall any Capital Stock not affect Section 2.9 of any non-wholly owned Domestic Subsidiary the Pari Passu Intercreditor Agreement, and the Collateral Agent and the Secured Parties shall obtain the benefit of perfection thereunder with respect to such deposit accounts and securities accounts). (h) The Administrative Agent may grant extensions of time for the creation and perfection of security interests in, or the delivery of other deliverables with respect to, particular assets, and particular assets may be pledged hereunder excluded from the Collateral, to the extent that the granting of a security interest in such Capital Stock is prohibited by the applicable joint-venture, shareholder, stock purchase or similar agreement. (b) In the event that, subsequent to the Closing Date, any Person becomes a Foreign Subsidiary, whether pursuant to formation, acquisition or otherwise, (x) the Borrower Representative shall promptly notify the Administrative Agent and the Lenders thereof and (y) to the extent such Foreign Subsidiary is owned directly by any Loan Party, within 60 days after such Person becomes a Foreign Subsidiary or, if the Administrative Agent determines Borrower reasonably agree in its sole discretion writing that the Borrowers are working in good faith, such longer period as the Administrative Agent shall permit in its sole discretion, the Borrowers shall, or shall cause the applicable Loan Party to (i) pledge 65% of the issued and outstanding voting Capital Stock and 100% of the issued and outstanding non-voting Capital Stock of such Foreign Subsidiary owned by such Loan Party to the Administrative Agent as security for the Obligations pursuant to a pledge agreement in form and substance reasonably satisfactory to the Administrative Agent, (ii) deliver the original certificates evidencing such pledged Capital Stock, if any, to the Administrative Agent, together with appropriate powers executed in blank and (iii) deliver all such other documentation (including, without limitation, certified organizational documents, resolutions, lien searches and legal opinions) and to take all such other actions as the Administrative Agent may reasonably request provided, that Liens on the Capital Stock of (or other ownership interest in) a Foreign Subsidiary that are required to be pledged shall be documented under U.S. law if the cost of providing a local law pledge exceeds the benefit to Lenderscreating or perfecting such security interests in such assets, as determined by Administrative Agent shall be excessive in its reasonable discretion; provided further that in no event shall any Capital Stock of any non-wholly owned Foreign Subsidiary be pledged hereunder relation to the extent that the granting of a security interest in such Capital Stock is prohibited benefits to be obtained by the applicable joint-venture, shareholder, stock purchase or similar agreementLenders therefrom. (c) The Borrowers agree that, following the delivery of any Collateral Documents required to be executed and delivered by this Section, the Administrative Agent shall have a valid and enforceable, first priority perfected Lien on the property required to be pledged pursuant to subsections (a) and (b) of this Section (to the extent that such Lien can be perfected by execution, delivery and/or recording of the Collateral Documents or UCC financing statements, or possession of such Collateral), free and clear of all Liens other than Permitted Liens. All actions to be taken pursuant to this Section shall be at the expense of the Borrowers or the applicable Loan Party, and shall be taken to the reasonable satisfaction of the Administrative Agent.

Additional Subsidiaries and Collateral. (a) In the event that, subsequent to the Closing Date, any Person becomes a wholly-owned Domestic Subsidiary of Borrower Representative (including any Subsidiary that is not wholly-owned solely as a result of directors’ qualifying shares required by applicable law)Loan Party, whether pursuant to formation, acquisition or otherwise, (x) the Borrower Representative shall promptly notify the Administrative Agent and the Lenders thereof and (y) within 30 days after such Person becomes a wholly-owned Domestic Subsidiary (or such later date as agreed to by the Administrative Agent)that is a Restricted Subsidiary, the Borrowers Borrower shall cause such Domestic Subsidiary (i) to become a new Guarantor (unless such Subsidiary (1) is a Foreign Subsidiary and adverse tax consequences could reasonably be expected to result from making such Subsidiary a Guarantor, (2) is prohibited by law from becoming a Guarantor, (3) is a Subsidiary of a Foreign Subsidiary that is not required to be a Guarantor or (4) the primary assets of such Subsidiary are Capitol Stock or Indebtedness of a Foreign Subsidiary and adverse tax consequences could reasonably be expected to result from making such Subsidiary a Guarantor) and to grant Liens in favor of the Administrative Agent in all of its personal property by executing and delivering to the Administrative Agent a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, executing and delivering a Copyright Security Agreement, a Patent Security Agreement and a Trademark Security Agreement, as applicable, and authorizing and delivering, at the request of the Administrative Agent, such UCC financing statements or similar instruments required by the Administrative Agent to perfect the Liens in favor of the Administrative Agent and granted under any of the Loan Documents, provided, that no Domestic Loan Party shall be required (ii) to take any action under the law of any non-U.S. jurisdiction grant Liens in order to create or perfect a security interest in any assets of any Borrower or Loan Party which assets are either located outside favor of the United States or would require action under the law of any non-U.S. jurisdiction Administrative Agent in order to create or perfect a security interest therein (other than, subject all fee interests in Real Estate with an individual value exceeding $2,500,000 by executing and delivering to the limitations set forth in Administrative Agent such Real Estate Documents as the paragraph below, stock of a first-tier Foreign Subsidiary of any Borrower or Domestic Loan Party)Administrative Agent shall require, and (iiiii) to deliver all such other documentation (including, without limitation, certified organizational documents, resolutions, lien searches, title insurance policies, surveys, environmental reports and legal opinions) reasonably requested by Administrative Agent and consistent with the documents delivered by the to take all such other actions as such Subsidiary would have been required to deliver and take pursuant to Section 3.1 if such Subsidiary had been a Loan Parties Party on or prior to the Closing Date or that such Subsidiary would be required to deliver pursuant to Section 3.1(b)5.13 with respect to any Real Estate. In addition, within 30 days after the date any Person becomes a Domestic Subsidiary of the Borrower Representative (any Loan Party or such later date as agreed to by the Administrative Agent)any of its Subsidiary Loan Parties, the Borrower Representative applicable Loan Party shall, or shall cause the applicable Subsidiary Loan Party to to, (i) pledge all of the Capital Stock of such Domestic Subsidiary owned by a Loan Party to the Administrative Agent as security for the Obligations by executing and delivering a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, and (ii) deliver the any original certificates evidencing such pledged Capital Stock (if any) to the Administrative Agent, together with appropriate powers executed in blank; provided that in no event shall any Capital Stock of any non-wholly owned Domestic Subsidiary be pledged hereunder to the extent that the granting of a security interest in such Capital Stock is prohibited by the applicable joint-venture, shareholder, stock purchase or similar agreement. (b) In the event that, subsequent to the Closing Date, any Person becomes a Foreign Subsidiary, whether pursuant to formation, acquisition or otherwise, (x) the Borrower Representative shall promptly notify the Administrative Agent and the Lenders thereof and (y) to the extent such Foreign Subsidiary is owned directly by any Loan PartyParty or any Subsidiary Loan Party that is a U.S. Person, within 60 days after such Person becomes a Foreign Subsidiary or, if the Administrative Agent determines in its sole discretion that the Borrowers are Borrower is working in good faith, such longer period as the Administrative Agent shall permit in its sole discretionnot to exceed 60 additional days, the Borrowers applicable Loan Party shall, or shall cause the applicable Subsidiary Loan Party to to, (i) pledge 65% of the issued and outstanding voting Capital Stock and 100% of the issued and outstanding non-voting Capital Stock of such Foreign Subsidiary owned by such Loan Party Subsidiary, as applicable, to the Administrative Agent as security for the Obligations pursuant to a pledge agreement in form and substance reasonably satisfactory to the Administrative Agent, (ii) deliver the any original certificates evidencing such pledged Capital Stock, if any, Stock to the Administrative Agent, together with appropriate powers executed in blank blank, and (iii) deliver all such other documentation (including, without limitation, certified organizational documents, resolutions, lien searches and legal opinions) and to take all such other actions as the Administrative Agent may reasonably request provided, that Liens on the Capital Stock of (or other ownership interest in) a Foreign Subsidiary that are required to be pledged shall be documented under U.S. law if the cost of providing a local law pledge exceeds the benefit to Lenders, as determined by Administrative Agent in its reasonable discretion; provided further that in no event shall any Capital Stock of any non-wholly owned Foreign Subsidiary be pledged hereunder to the extent that the granting of a security interest in such Capital Stock is prohibited by the applicable joint-venture, shareholder, stock purchase or similar agreementrequest. (c) The Borrowers agree Borrower agrees that, following the delivery of any Collateral Documents required to be executed and delivered by this Section, the Administrative Agent shall have a valid and enforceable, first priority perfected Lien on the property required to be pledged pursuant to subsections (a) and (b) of this Section (to the extent that such Lien can be perfected by execution, delivery and/or or recording of the Collateral Documents or UCC financing statements, or possession of such Collateral), free and clear of all Liens other than Permitted LiensLiens expressly permitted by Section 7.2. All actions to be taken pursuant to this Section shall be at the expense of the Borrowers Borrower or the applicable Loan Party, and shall be taken to the reasonable satisfaction of the Administrative Agent.

Additional Subsidiaries and Collateral. (a) In the event that, subsequent to the Closing Date, any Person (but specifically excluding any Specified Strategic Joint Venture) becomes a wholly-owned Subsidiary of Borrower Representative (including any Subsidiary that is not wholly-owned solely as a result of directors’ qualifying shares required by applicable law)Domestic Subsidiary, whether pursuant to formation, acquisition or otherwise, (x) the Borrower Representative Issuer shall promptly notify the Administrative Collateral Agent and the Lenders Purchasers thereof and (y) within 30 days (or such longer period as the Required Purchasers shall agree in writing) after such Person becomes a wholly-owned Subsidiary (or such later date as agreed to by the Administrative Agent)Domestic Subsidiary, the Borrowers Issuer shall cause such Domestic Subsidiary (i) to become a new Guarantor (unless such Subsidiary (1) is a Foreign Subsidiary and adverse tax consequences could reasonably be expected to result from making such Subsidiary a Guarantor, (2) is prohibited by law from becoming a Guarantor, (3) is a Subsidiary of a Foreign Subsidiary that is not required to be a Guarantor or (4) the primary assets of such Subsidiary are Capitol Stock or Indebtedness of a Foreign Subsidiary and adverse tax consequences could reasonably be expected to result from making such Subsidiary a Guarantor) and to grant Liens in favor of the Administrative Collateral Agent in all of its personal property that is not Excluded Property by executing and delivering to the Administrative Collateral Agent a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative AgentCollateral Agent and the Required Purchasers, executing and delivering a Copyright Security Agreement, Patent Security Agreement and Trademark Security Agreement, as applicable, and authorizing authorizing, delivering and delivering, at the request of the Administrative Agent, filing such UCC financing statements or similar instruments required by the Administrative Agent necessary to perfect and maintain the Liens in favor of the Administrative Collateral Agent and granted under any of the Loan Note Documents, provided(ii) in accordance with Section 5.13, that no Domestic Loan Party shall be required to take any action under the law of any non-U.S. jurisdiction grant Liens in order to create or perfect a security interest in any assets of any Borrower or Loan Party which assets are either located outside favor of the United States or would require action under Collateral Agent in all fee ownership interests in Real Estate having a fair market value in excess of $2,500,000 as of the law of any non-U.S. jurisdiction in order to create or perfect date such Person becomes a security interest therein (other than, subject Domestic Subsidiary by executing and delivering to the limitations set forth in Collateral Agent such Real Estate Documents necessary to perfect and maintain the paragraph below, stock of a first-tier Foreign Subsidiary of any Borrower or Domestic Loan Party)Collateral Agent’s security interest, and (iiiii) to deliver all such other customary and reasonable documentation (including, without limitation, certified organizational documents, resolutions, lien searches, title insurance policies, surveys, environmental reports and legal opinions) reasonably requested by Administrative Agent and consistent with the documents delivered by the Loan Parties to take all such other actions as such Subsidiary would have been required to deliver and take pursuant to Section 3.1 if such Subsidiary had been a Note Party on or prior to the Closing Date or that such Subsidiary would be required to deliver pursuant to Section 3.1(b)5.13 with respect to any Real Estate. In addition, within 30 days (or such longer period as the Required Purchasers shall permit in writing in their sole discretion) after the date any Person becomes a Domestic Subsidiary of the Borrower Representative (or such later date as agreed to by the Administrative Agent)Subsidiary, the Borrower Representative Issuer shall, or shall cause the applicable Loan Note Party to (i) pledge all of the Capital Stock of such Domestic Subsidiary owned by a Loan Party to the Administrative Collateral Agent as security for the Obligations by executing and delivering a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative AgentCollateral Agent and the Required Purchasers, and (ii) deliver the original certificates evidencing such pledged Capital Stock (if anyto the extent that such Capital Stock is certificated) to the Administrative Collateral Agent, together with appropriate powers executed in blank; provided that , in no event shall each case, other than any Capital Stock of any non-wholly owned Domestic Subsidiary be pledged hereunder to the extent that the granting of a security interest in such Capital Stock is prohibited by the applicable joint-venture, shareholder, stock purchase or similar agreementthat constitutes Excluded Property. (b) In the event that, subsequent to the Closing Date, any Person becomes a Foreign Subsidiary, whether pursuant to formation, acquisition or otherwise, (xi) the Borrower Representative Issuer shall promptly notify the Administrative Collateral Agent and the Lenders Purchasers thereof and (yii) to the extent such Foreign Subsidiary is owned directly by any Loan Note Party, within 60 days after such Person becomes a Foreign Subsidiary or, if the Administrative Agent determines in its sole discretion that the Borrowers are working in good faith, (or such longer period as the Administrative Agent Required Purchasers shall permit agree in its sole discretionwriting), the Borrowers Issuer shall, or shall cause the applicable Loan Note Party to to, (iA) pledge not more than 65% of the issued and outstanding voting Capital Stock and 100% of the issued and outstanding non-voting Capital Stock of such Foreign Subsidiary owned by such Loan Party to the Administrative Collateral Agent as security for the Obligations pursuant to a pledge agreement in form and substance reasonably satisfactory to the Administrative AgentCollateral Agent and the Required Purchasers, (iiB) deliver the original certificates evidencing such pledged Capital Stock, if any, Stock (to the Administrative extent that such Capital Stock or portion thereof is certificated) to the Collateral Agent, together with appropriate powers executed in blank and (iiiC) deliver all such other customary and reasonable documentation (including, without limitation, certified organizational documents, resolutions, lien searches and legal opinions) and to take all such other actions as the Administrative Collateral Agent or the Required Purchasers may reasonably request provided, that Liens on the Capital Stock of (or other ownership interest in) a Foreign Subsidiary that are required to be pledged shall be documented under U.S. law if the cost of providing a local law pledge exceeds the benefit to Lenders, as determined by Administrative Agent in its reasonable discretion; provided further that in no event shall any Capital Stock of any non-wholly owned Foreign Subsidiary be pledged hereunder to the extent that the granting of a security interest in such Capital Stock is prohibited by the applicable joint-venture, shareholder, stock purchase or similar agreementrequest. (c) The Borrowers agree Issuer agrees that, following the delivery of any Collateral Documents required to be executed and delivered by this Section, the Administrative Collateral Agent shall have a valid and enforceable, first priority perfected Lien (subject to Specified Permitted Liens) on the property required to be pledged pursuant to subsections clauses (a) and (b) of this Section (to the extent that such Lien can be perfected by execution, delivery and/or recording of the Collateral Documents or by filing UCC financing statements, or by taking actual possession of such Collateral), free and clear of all Liens other than Permitted LiensLiens expressly permitted by Section 7.2. All actions to be taken pursuant to this Section shall be at the expense of the Borrowers Issuer or the applicable Loan Note Party, and shall be taken to the reasonable satisfaction of the Administrative AgentCollateral Agent and the Required Purchasers.

Additional Subsidiaries and Collateral. (a) In Within twenty days after the event that, subsequent to the Closing Date, time that any Person becomes a wholly-owned Material Domestic Subsidiary of Borrower Representative (including any Subsidiary that is not wholly-owned solely as a result of directors’ qualifying shares required by applicable law)the creation of such Material Domestic Subsidiary, whether pursuant an acquisition, or otherwise, then, unless such Material Domestic Subsidiary is merged into the Borrower (with the Borrower being the surviving Person) prior to formationthe expiration of such twenty day period, (a) 100% of such Material Domestic Subsidiary’s Equity Interests shall be pledged to secure the Obligations, and (b) the Administrative Agent shall receive such board resolutions, officer’s certificates, corporate and other documents and opinions of counsel as the Administrative Agent shall reasonably request in connection with such pledge. Within forty-five days after the time that any Person becomes a Material Foreign Subsidiary as a result of the creation of such Material Foreign Subsidiary, an acquisition or otherwise, (xa) 65% of such Material Foreign Subsidiary’s Equity Interests shall be pledged to secure the Borrower Representative shall promptly notify Obligations, and (b) the Administrative Agent shall receive such board resolutions, officer’s certificates, corporate and the Lenders thereof other documents and (y) within 30 days after such Person becomes a wholly-owned Subsidiary (or such later date opinions of counsel as agreed to by the Administrative Agent)Agent shall reasonably request in connection with such pledge; provided, however, that if a pledge of the Equity Interests of a Material Foreign Subsidiary would result in adverse tax consequences, the Borrowers shall cause Borrower may provide an opinion of counsel acceptable to the Administrative Agent addressing such Subsidiary (i) to become a new Guarantor (unless such Subsidiary (1) is a Foreign Subsidiary and adverse tax consequences could reasonably and, upon the consent of the Required Lenders (such consent not to be expected to result from making unreasonably withheld), such pledge shall not be required. Provided further, that if a Material Domestic Subsidiary a Guarantor, (2) is prohibited by law from becoming a Guarantor, (3) or Material Foreign Subsidiary is a Subsidiary of an entity which is already the subject of a pledge in favor of Administrative Agent under the Loan Documents, such Material Domestic Subsidiary or Material Foreign Subsidiary that is need not be so pledged. Notwithstanding the foregoing, in no event shall any Broker Dealer Subsidiary be required to be a Guarantor or (4) a pledgor. In the primary assets event that a Subsidiary Guarantees the obligations of the Borrower under the 2017 Senior Notes, such Subsidiary are Capitol Stock or Indebtedness of a Foreign Subsidiary and adverse tax consequences could reasonably be expected to result from making such Subsidiary shall also become a Guarantor) and to grant Liens in favor of the Administrative Agent in all of its personal property by executing and delivering to the Administrative Agent a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, executing and delivering a Copyright Security Agreement, Patent Security Agreement and Trademark Security Agreement, as applicable, and authorizing and delivering, at the request of the Administrative Agent, such UCC financing statements or similar instruments required by the Administrative Agent to perfect the Liens in favor of the Administrative Agent and granted under any of the Loan Documents, provided, that no Domestic Loan Party shall be required to take any action under the law of any non-U.S. jurisdiction in order to create or perfect a security interest in any assets of any Borrower or Loan Party which assets are either located outside of the United States or would require action under the law of any non-U.S. jurisdiction in order to create or perfect a security interest therein (other than, subject to the limitations set forth in the paragraph below, stock of a first-tier Foreign Subsidiary of any Borrower or Domestic Loan Party), and (ii) to deliver all such other documentation (including, without limitation, certified organizational documents, resolutions, lien searches, title insurance policies, surveys, environmental reports and legal opinions) reasonably requested by Administrative Agent and consistent with the documents delivered by the Loan Parties on or prior to the Closing Date pursuant to Section 3.1(b). In addition, within 30 days after to the date extent the Borrower or any Person becomes a Domestic Subsidiary or Affiliate thereof shall pledge any assets as collateral for the obligations of the Borrower Representative (or under the 2017 Senior Notes, such later date as agreed to by the Administrative Agent), the Borrower Representative shall, or collateral shall cause the applicable Loan Party to (i) pledge all of the Capital Stock of such Domestic Subsidiary owned by a Loan Party to the Administrative Agent as security for the Obligations by executing and delivering a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, and (ii) deliver the original certificates evidencing such pledged Capital Stock (if any) to the Administrative Agent, together with appropriate powers executed in blank; provided that in no event shall any Capital Stock of any non-wholly owned Domestic Subsidiary also be pledged hereunder to as collateral under the extent that the granting of a security interest in such Capital Stock is prohibited by the applicable joint-venture, shareholder, stock purchase or similar agreementLoan Documents. (b) In the event that, subsequent to the Closing Date, any Person becomes a Foreign Subsidiary, whether pursuant to formation, acquisition or otherwise, (x) the Borrower Representative shall promptly notify the Administrative Agent and the Lenders thereof and (y) to the extent such Foreign Subsidiary is owned directly by any Loan Party, within 60 days after such Person becomes a Foreign Subsidiary or, if the Administrative Agent determines in its sole discretion that the Borrowers are working in good faith, such longer period as the Administrative Agent shall permit in its sole discretion, the Borrowers shall, or shall cause the applicable Loan Party to (i) pledge 65% of the issued and outstanding voting Capital Stock and 100% of the issued and outstanding non-voting Capital Stock of such Foreign Subsidiary owned by such Loan Party to the Administrative Agent as security for the Obligations pursuant to a pledge agreement in form and substance reasonably satisfactory to the Administrative Agent, (ii) deliver the original certificates evidencing such pledged Capital Stock, if any, to the Administrative Agent, together with appropriate powers executed in blank and (iii) deliver all such other documentation (including, without limitation, certified organizational documents, resolutions, lien searches and legal opinions) and to take all such other actions as the Administrative Agent may reasonably request provided, that Liens on the Capital Stock of (or other ownership interest in) a Foreign Subsidiary that are required to be pledged shall be documented under U.S. law if the cost of providing a local law pledge exceeds the benefit to Lenders, as determined by Administrative Agent in its reasonable discretion; provided further that in no event shall any Capital Stock of any non-wholly owned Foreign Subsidiary be pledged hereunder to the extent that the granting of a security interest in such Capital Stock is prohibited by the applicable joint-venture, shareholder, stock purchase or similar agreement. (c) The Borrowers agree that, following the delivery of any Collateral Documents required to be executed and delivered by this Section, the Administrative Agent shall have a valid and enforceable, first priority perfected Lien on the property required to be pledged pursuant to subsections (a) and (b) of this Section (to the extent that such Lien can be perfected by execution, delivery and/or recording of the Collateral Documents or UCC financing statements, or possession of such Collateral), free and clear of all Liens other than Permitted Liens. All actions to be taken pursuant to this Section shall be at the expense of the Borrowers or the applicable Loan Party, and shall be taken to the reasonable satisfaction of the Administrative Agent.

Additional Subsidiaries and Collateral. (a) In At the event thattime any Subsidiary of Borrowerany Obligor is created or acquired, subsequent to with the Closing consent of the Required Lenders or in connection with a Permitted Acquisition, after the ClosingConsolidated Amendment Date, any Person becomes the BorrowerObligors shall (i) in the case of a wholly-owned Subsidiary of Borrower Representative (including any Subsidiary that is not wholly-owned solely as a result of directors’ qualifying shares required by applicable law)Domestic Subsidiary, whether pursuant to formation, acquisition or otherwise, (x) the Borrower Representative shall promptly notify the Administrative Agent and the Lenders thereof and (y) within 30 days after such Person becomes a wholly-owned Subsidiary (or such later date as agreed to by the Administrative Agent), the Borrowers shall cause such Subsidiary (i) to become a new Guarantor (unless such Subsidiary (1) is a Foreign Subsidiary and adverse tax consequences could reasonably be expected to result from making such Subsidiary a Guarantor, (2) is prohibited by law from becoming a Guarantor, (3) is a Subsidiary of a Foreign Subsidiary that is not required to be join as a Guarantor or (4) the primary assets of such Subsidiary are Capitol Stock or Indebtedness of a Foreign Subsidiary and adverse tax consequences could reasonably be expected to result from making such Subsidiary a Guarantor) and to grant Liens in favor of the Administrative Agent in all of its personal property by executing execute and delivering deliver to the Administrative Agent a supplement duly executed joinder to the Guaranty Agreement, the Pledge Agreement and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, executing and delivering a Copyright Security Agreement, Patent Security Agreement and Trademark Security Agreement, as applicable, and authorizing and delivering, at the request of the Administrative Agent, such UCC financing statements or similar instruments required by the Administrative Agent to perfect the Liens in favor of the Administrative Agent and granted under any of the Loan Documents, provided, that no Domestic Loan Party shall be required to take any action under the law of any non-U.S. jurisdiction in order to create or perfect a security interest in any assets of any Borrower or Loan Party which assets are either located outside of the United States or would require action under the law of any non-U.S. jurisdiction in order to create or perfect a security interest therein (other than, subject to the limitations set forth in the paragraph below, stock of a first-tier Foreign Subsidiary of any Borrower or Domestic Loan Party), and (ii) to deliver all such other documentation (including, without limitation, certified organizational documents, resolutions, lien searches, title insurance policies, surveys, environmental reports and legal opinions) reasonably requested by Administrative Agent and consistent with in the documents delivered by the Loan Parties on or prior to the Closing Date pursuant to Section 3.1(b). In addition, within 30 days after the date any Person becomes case of a Domestic Subsidiary of the Borrower Representative (or such later date as agreed to by the Administrative Agent), the Borrower Representative shall, or shall cause the applicable Loan Party to (i) pledge all of the Capital Stock of such Domestic Foreign Subsidiary owned by the BorrowerObligors or a Loan Party Domestic Subsidiary, deliver to the Administrative Agent a pledge of 65% of the Voting Securities of such Subsidiary, together with, in each case such other Credit Documents as security for the Obligations by executing and delivering a supplement Agent may reasonably request, with such changes as the Agent may reasonably request, together with resolutions, favorable legal opinions addressed to the Guaranty Agent and Security Agreement Lenders, in form and substance reasonably satisfactory to the Administrative Agent, and (ii) deliver the original certificates evidencing such pledged Capital Stock (if any) to the Administrative Agentother documents and closing certificates, together with appropriate powers executed in blank; provided that in no event shall any Capital Stock of any non-wholly owned Domestic Subsidiary each case as may be pledged hereunder to the extent that the granting of a security interest in such Capital Stock is prohibited reasonably requested by the applicable joint-venture, shareholder, stock purchase or similar agreementAgent. (b) In the event thatPromptly upon any Obligor acquiring any asset, subsequent to the Closing Date, any Person becomes a Foreign Subsidiary, whether pursuant to formation, acquisition tangible or otherwise, (x) the Borrower Representative shall promptly notify the Administrative Agent and the Lenders thereof and (y) to the extent such Foreign Subsidiary is owned directly by any Loan Party, within 60 days after such Person becomes a Foreign Subsidiary or, if the Administrative Agent determines in its sole discretion that the Borrowers are working in good faith, such longer period as the Administrative Agent shall permit in its sole discretion, the Borrowers shallintangible, or other property (real or personal) (it being agreed that all assets of PAMT shall cause the applicable Loan Party be deemed to (i) pledge 65% of the issued and outstanding voting Capital Stock and 100% of the issued and outstanding non-voting Capital Stock of such Foreign Subsidiary owned by such Loan Party to the Administrative Agent as security for the Obligations pursuant to a pledge agreement in form and substance reasonably satisfactory to the Administrative Agent, (ii) deliver the original certificates evidencing such pledged Capital Stock, if any, to the Administrative Agent, together with appropriate powers executed in blank and (iii) deliver all such other documentation (including, without limitation, certified organizational documents, resolutions, lien searches and legal opinions) and to take all such other actions as the Administrative Agent may reasonably request provided, that Liens be acquired on the Capital Stock of (or other ownership interest inConsolidated Amendment Date) a Foreign Subsidiary that are required to be pledged shall be documented under U.S. law if the cost of providing a local law pledge exceeds the benefit to Lenders, as determined by Administrative Agent in its reasonable discretion; provided further that in no event shall any Capital Stock of any non-wholly owned Foreign Subsidiary be pledged hereunder to the extent that the granting of which a security interest or mortgage is not already granted to the Agent on behalf of the Secured Parties, provide notice thereof to the Agent and, in such Capital Stock the case of a lease (it being agreed that all leases to which PAMT is prohibited by a party shall be deemed to have been entered into on the applicable joint-ventureConsolidated Amendment Date), shareholdermake commercially reasonable efforts to obtain a Landlord Waiver, stock purchase or similar agreement. (c) The Borrowers agree thator, following the delivery of any Collateral Documents required cause to be executed such additional security documents, other documents and delivered closing certificates as may be reasonably requested by this Section, the Administrative Agent shall have a valid and enforceable, first priority perfected Lien on or required by the property required to be pledged pursuant to subsections (a) and (b) of this Section (to the extent that such Lien can be perfected by execution, delivery and/or recording of the Collateral Documents or UCC financing statements, or possession of such Collateral), free and clear of all Liens other than Permitted Liens. All actions to be taken pursuant to this Section shall be at the expense of the Borrowers or the applicable Loan Party, and shall be taken to the reasonable satisfaction of the Administrative AgentSecurity Agreement.

Additional Subsidiaries and Collateral. (a) In the event that, subsequent to the Closing Date, any Person becomes a wholly-owned Domestic Subsidiary of Borrower Representative that is a Material Subsidiary (including excluding any Excluded Subsidiary, any Specified Subsidiary and any Subsidiary that is not wholly-owned solely as already a result of directors’ qualifying shares required by applicable lawGuarantor) (a “Joining Guarantor”), whether pursuant to formation, acquisition or otherwise, otherwise (including if any Domestic Subsidiary ceases to qualify as an Immaterial Subsidiary or is the subject of an Excluded Subsidiary Revocation) (x) the Borrower Representative shall promptly notify the Administrative Agent and the Lenders thereof and of any Material Real Estate owned by such Joining Guarantor and (y) within 30 60 days (or such longer period as may be agreed to by the Administrative Agent in its sole discretion) after such Person becomes a wholly-owned Subsidiary (or such later date as agreed to by the Administrative Agent)Joining Guarantor, the Borrowers Borrower shall cause such Subsidiary Joining Guarantor (iA) to become a new Guarantor (unless such Subsidiary (1) is a Foreign Subsidiary and adverse tax consequences could reasonably be expected to result from making such Subsidiary a Guarantor, (2) is prohibited by law from becoming a Guarantor, (3) is a Subsidiary of a Foreign Subsidiary that is not required to be a Guarantor or (4) the primary assets of such Subsidiary are Capitol Stock or Indebtedness of a Foreign Subsidiary and adverse tax consequences could reasonably be expected to result from making such Subsidiary a Guarantor) and to grant Liens in favor of the Administrative Agent in all of its personal property subject to the Guaranty and Security Agreement by executing and delivering to the Administrative Agent a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, executing and delivering a Copyright Security Agreement, Patent Security Agreement and Trademark Security Agreement, as and to the extent applicable, and authorizing and delivering, at the request of the Administrative Agent, such UCC financing statements or similar instruments required by the Administrative Agent to perfect the Liens in favor of the Administrative Agent and granted under any of the Loan Documents, provided, that no Domestic Loan Party shall be required to take any action under the law of any non-U.S. jurisdiction in order to create or perfect a security interest in any assets of any Borrower or Loan Party which assets are either located outside of the United States or would require action under the law of any non-U.S. jurisdiction in order to create or perfect a security interest therein (other than, subject to the limitations set forth in the paragraph below, stock of a first-tier Foreign Subsidiary of any Borrower or Domestic Loan Party), and (iiB) to deliver all such other documentation (including, without limitation, certified organizational documents, resolutions, lien searchessearches and, title insurance policies, surveys, environmental reports and legal opinions) reasonably if requested by Administrative Agent and consistent with the documents delivered by the Loan Parties on or prior to the Closing Date pursuant to Section 3.1(b). In addition, within 30 days after the date any Person becomes a Domestic Subsidiary of the Borrower Representative (or such later date as agreed to by the Administrative Agent, legal opinions, provided, that legal opinions shall only be required for a Joining Guarantor having a fair market value in excess of $25,000,000) and to take all such other actions as such Joining Guarantor would have been required to deliver and take pursuant to Section 3.1 if such Joining Guarantor had been a Loan Party on the Closing Date, (C) [Reserved], and (D) to deliver Collateral Access Agreements with respect to leased Real Estate (to the extent the landlord of any such leased Real Estate is a PropCo Landlord, an Ensign Landlord or a landlord under a Material Master Lease), in each case, of the Borrower Representative shalltype required under Section 5.13, (ii) pledge, or shall cause the applicable Loan Party to (i) pledge pledge, all of the Capital Stock of such Domestic Subsidiary owned by a Loan Party Joining Guarantor to the Administrative Agent as security for the Obligations by executing and delivering a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, and (iiiii) deliver the original certificates (if any and to the extent not prohibited under applicable law) evidencing such pledged Capital Stock (if any) to the Administrative Agent, together with appropriate powers executed in blank. In addition, subject to Section 5.13(b), if a Mortgage Trigger Event has occurred prior to such Joining Guarantor becoming a Loan Party, within 60 days (or such longer period as may be agreed to by the Administrative Agent in its sole discretion) after such Joining Guarantor becomes a Loan Party, the Borrower shall cause such Joining Guarantor to execute and deliver to the Administrative Agent, with respect to all Material Real Estate owned by such Loan Party, such Real Estate Documents as the Administrative Agent shall require; provided that no owned Real Estate shall be taken as Collateral unless (i) the Administrative Agent and all Lenders have received at least 45 days advance written notice (which may be provided via email or via posting on any datasite to which the Lenders have access) thereof and (ii) each Lender has notified the Administrative Agent in no event shall any Capital Stock of any non-wholly owned Domestic Subsidiary writing (which notice may be pledged hereunder to the extent provided via email) that the granting of a security interest in such Capital Stock is prohibited by the applicable joint-venture, shareholder, stock purchase or similar agreementLender has completed its flood insurance due diligence and compliance procedures. (b) In the event that, subsequent to the Closing Date, any Person becomes a Foreign Subsidiary or a Subsidiary that is a Pass-Through Foreign Holdco (in each case, other any Excluded Subsidiary or Immaterial Subsidiary) that is directly owned by a Loan Party, whether pursuant to formation, acquisition or otherwise, (x) the Borrower Representative shall promptly notify the Administrative Agent and the Lenders thereof and (y) to the extent such Foreign Subsidiary is owned directly by any Loan Party, within 60 days (or such longer period as may be agreed to by the Administrative Agent in its sole discretion) after such Person becomes a Foreign Subsidiary oror a Pass-Through Foreign Holdco, if the Administrative Agent determines in its sole discretion that the Borrowers are working in good faith, such longer period as the Administrative Agent shall permit in its sole discretionapplicable, the Borrowers Borrower shall, or shall cause the applicable Loan Party Parties to (i) pledge all of the Capital Stock of such Foreign Subsidiary or such Pass-Through Foreign Holdco to the Administrative Agent as security for the Obligations pursuant to the Guaranty and Security Agreement; provided that, in the case of any such Foreign Subsidiary that is a CFC and any such Pass-Through Foreign Holdco, such pledge shall be limited to 65% of the issued and outstanding voting Capital Stock and 100% of the issued and outstanding non-voting Capital Stock of such Foreign Subsidiary owned by or such Loan Party to the Administrative Agent Pass-Through Foreign Holdco, as security for the Obligations pursuant to a pledge agreement in form and substance reasonably satisfactory to the Administrative Agentapplicable, (ii) deliver the original certificates (if any and to the extent not prohibited under applicable law) evidencing such pledged Capital Stock, if any, Stock to the Administrative Agent, together with appropriate powers executed in blank and (iii) deliver all such other documentation (including, without limitation, certified organizational documents, resolutions, lien searches and and, if requested by the Administrative Agent, legal opinions) and to take all such other actions as the Administrative Agent may reasonably request provided, that Liens on the Capital Stock of (or other ownership interest in) a Foreign Subsidiary that are required to be pledged shall be documented under U.S. law if the cost of providing a local law pledge exceeds the benefit to Lenders, as determined by Administrative Agent in its reasonable discretion; provided further that in no event shall any Capital Stock of any non-wholly owned Foreign Subsidiary be pledged hereunder to the extent that the granting of a security interest in such Capital Stock is prohibited by the applicable joint-venture, shareholder, stock purchase or similar agreementrequest. (c) The Borrowers agree Borrower agrees that, following the delivery of any Collateral Documents required to be executed and delivered by this Section, the Administrative Agent shall have a valid and enforceable, first priority perfected Lien on the property required to be pledged pursuant to subsections (a) and or (b) of this Section (to the extent that such Lien can be perfected by execution, delivery and/or recording of the Collateral Documents or UCC financing statements, or possession of such Collateral), free and clear of all Liens other than Permitted LiensLiens expressly permitted by Section 7.2. All actions to be taken pursuant to this Section shall be at the expense of the Borrowers Borrower or the applicable Loan Party, and shall be taken to the reasonable satisfaction of the Administrative Agent.

Additional Subsidiaries and Collateral. (a) In the event that, subsequent to the Closing Date, any Person becomes a wholly-owned Subsidiary of Borrower Representative (including any Subsidiary that is not wholly-owned solely as a result of directors’ qualifying shares required by applicable lawother than an Excluded Subsidiary), whether pursuant to formation, acquisition Acquisition or otherwise, (x) the Borrower Representative shall promptly notify the Administrative Agent and the Lenders thereof and (y) within 30 days after such Person becomes a wholly-owned Subsidiary (or such later date as agreed to by the Administrative Agent)Subsidiary, the Borrowers Borrower shall cause such Subsidiary (i) to become a new Guarantor (unless such Subsidiary (1) is a Foreign Subsidiary and adverse tax consequences could reasonably be expected to result from making such Subsidiary a Guarantor, (2) is prohibited by law from becoming a Guarantor, (3) is a Subsidiary of a Foreign Subsidiary that is not required to be a Guarantor or (4) the primary assets of such Subsidiary are Capitol Stock or Indebtedness of a Foreign Subsidiary and adverse tax consequences could reasonably be expected to result from making such Subsidiary a Guarantor) and to grant Liens in favor of the Administrative Agent in all of its personal property by executing and delivering to the Administrative Agent a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, executing and delivering a Copyright Security Agreement, Patent Security Agreement and Trademark Security Agreement, as applicable, and authorizing and delivering, at the request of the Administrative Agent, such UCC financing statements or similar instruments required by the Administrative Agent to perfect the Liens in favor of the Administrative Agent and granted under any of the Loan Documents, provided, that no Domestic Loan Party shall be required (ii) to take any action under the law of any non-U.S. jurisdiction grant Liens in order to create or perfect a security interest in any assets of any Borrower or Loan Party which assets are either located outside favor of the United States or would require action under the law Administrative Agent in all fee ownership interests in all Real Estate with a fair market value in excess of any non-U.S. jurisdiction in order to create or perfect a security interest therein (other than, subject $7,500,000 by executing and delivering to the limitations set forth in Administrative Agent such Real Estate Documents as the paragraph below, stock of a first-tier Foreign Subsidiary of any Borrower or Domestic Loan Party)Administrative Agent shall require, and (iiiii) to deliver all such other documentation (including, without limitation, certified organizational documents, resolutions, lien searches, title insurance policies, surveys, environmental reports and legal opinions) reasonably requested by Administrative Agent and consistent with the documents delivered by the to take all such other actions as such Subsidiary would have been required to deliver and take pursuant to Section 3.1 if such Subsidiary had been a Loan Parties Party on or prior to the Closing Date or that such Subsidiary would be required to deliver pursuant to Section 3.1(b)5.13 with respect to any Real Estate. In addition, within 30 45 days after the date any Person becomes a Domestic Subsidiary of the Borrower Representative (or such later date as agreed to by the Administrative Agent)Subsidiary, the Borrower Representative shall, or shall cause the applicable Loan Party to (i) pledge all of the Capital Stock of such Domestic Subsidiary owned by a Loan Party to the Administrative Agent as security for the Obligations by executing and delivering a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, and (ii) deliver the original certificates evidencing such pledged Capital Stock (if any) to the Administrative Agent, together with appropriate powers executed in blank; provided that in no event shall any Capital Stock of any non-wholly owned Domestic Subsidiary be pledged hereunder to the extent that the granting of a security interest in such Capital Stock is prohibited by the applicable joint-venture, shareholder, stock purchase or similar agreement. (b) In the event thatIf, subsequent at any time and from time to time after the Closing Date, any Person becomes a Foreign Subsidiaries that are not Guarantors solely because they do not meet the thresholds set forth in the definition of “Immaterial Subsidiary” comprise in the aggregate more than 5.0% of Consolidated Total Assets or more than 5.0% of Consolidated EBITDA, whether in each case, as of the end of the most recently ended Fiscal Quarter for which financial statements have been delivered (or were required to be delivered) pursuant to formationSection 5.1(b), acquisition or otherwise, (x) then the Borrower Representative shall promptly notify shall, not later than five (5) Business Days after the Administrative Agent and the Lenders thereof and date by which financial statements for such Fiscal Quarter are required to be delivered pursuant to this Agreement (y) to the extent such Foreign Subsidiary is owned directly by any Loan Party, within 60 days after such Person becomes a Foreign Subsidiary or, if the Administrative Agent determines in its sole discretion that the Borrowers are working in good faith, or such longer period as the Administrative Agent shall permit may agree in its sole reasonable discretion), the Borrowers shall, or shall cause the applicable Loan Party to (i) pledge 65% of the issued and outstanding voting Capital Stock and 100% of the issued and outstanding non-voting Capital Stock of such Foreign Subsidiary owned by such Loan Party designate in writing to the Administrative Agent one or more of such Subsidiaries as security for the Obligations pursuant to a pledge agreement in form and substance reasonably satisfactory no longer being an “Immaterial Subsidiary” (to the Administrative Agentextent that, as a result of such designation, the remaining Immaterial Subsidiaries constitute less than each of the thresholds set forth in this subsection (d) in the aggregate) and (ii) deliver comply with the original certificates evidencing provisions of subsection (a) of this Section applicable to each such pledged Capital Stock, if any, Subsidiary (subject to the Administrative Agent, together with appropriate powers executed time periods set forth in blank and (iii) deliver all such other documentation (including, without limitation, certified organizational documents, resolutions, lien searches and legal opinions) and to take all such other actions this Section 5.12 which shall run from the date that any Subsidiary is so designated as the Administrative Agent may reasonably request provided, that Liens on the Capital Stock of (or other ownership interest in) a Foreign no longer being an Immaterial Subsidiary that are required to be pledged shall be documented under U.S. law if the cost of providing a local law pledge exceeds the benefit to Lenders, as determined by Administrative Agent in its reasonable discretion; provided further that in no event shall any Capital Stock of any non-wholly owned Foreign Subsidiary be pledged hereunder to the extent that the granting of a security interest in such Capital Stock is prohibited by the applicable joint-venture, shareholder, stock purchase or similar agreementhereunder). (c) The Borrowers agree Borrower agrees that, following the delivery of any Collateral Documents required to be executed and delivered by this Section, the Administrative Agent shall have a valid and enforceable, first priority perfected Lien on the property required to be pledged pursuant to subsections (a) and (b) of this Section (to the extent that such Lien can be perfected by execution, delivery and/or recording of the Collateral Documents or UCC financing statements, or possession of such Collateral), free and clear of all Liens other than Permitted LiensLiens expressly permitted by Section 7.2. All actions to be taken pursuant to this Section shall be at the expense of the Borrowers Borrower or the applicable Loan Party, and shall be taken to the reasonable satisfaction of the Administrative Agent.

Additional Subsidiaries and Collateral. (a) In the event that, subsequent to the Closing Date, any Person becomes a wholly-owned Subsidiary of Borrower Representative (including any Subsidiary that is not wholly-owned solely as a result of directors’ qualifying shares required by applicable law)Loan Party, whether pursuant to formation, acquisition or otherwise, (x) the Borrower Representative shall promptly notify the Administrative Agent and the Lenders thereof not less than ten (10) Business Days prior to the formation or acquisition of such Subsidiary and (y) within 30 days five (5) Business Days after such Person becomes a wholly-owned Subsidiary (or such later date as agreed to by the Administrative Agent)of a Loan Party, the Borrowers Borrower shall cause such Subsidiary (i) to become a new Guarantor (unless such Subsidiary (1) is a Foreign Subsidiary and adverse tax consequences could reasonably be expected to result from making such Subsidiary a Guarantor, (2) is prohibited by law from becoming a Guarantor, (3) is a Subsidiary of a Foreign Subsidiary that is not required to be a Guarantor or (4) the primary assets of such Subsidiary are Capitol Stock or Indebtedness of a Foreign Subsidiary and adverse tax consequences could reasonably be expected to result from making such Subsidiary a Guarantor) and to grant Liens in favor of the Administrative Agent in all of its personal property by executing and delivering to the Administrative Agent a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, executing and delivering a Copyright Security Agreement, Patent Security Agreement and Trademark Security Agreement, as applicable, and authorizing and delivering, at the request of the Administrative Agent, such UCC financing statements or similar instruments required by the Administrative Agent to perfect the Liens in favor of the Administrative Agent and granted under any of the Loan Documents, provided, that no Domestic Loan Party shall be required (ii) to take any action under the law of any non-U.S. jurisdiction grant Liens in order to create or perfect a security interest in any assets of any Borrower or Loan Party which assets are either located outside favor of the United States or would require action under Administrative Agent in the law proved Oil and Gas Properties of any non-U.S. jurisdiction in order to create or perfect a security interest therein (other than, subject such Subsidiary by executing and delivering to the limitations set forth in Administrative Agent such Mortgages, to the paragraph below, stock of a first-tier Foreign Subsidiary of any Borrower or Domestic Loan Party)extent necessary to maintain compliance with Section 5.15, and (iiiii) to deliver all such other documentation (including, without limitation, certified organizational documents, resolutions, lien searches, title insurance policies, surveys, environmental reports and and, if requested by the Administrative Agent, legal opinions) reasonably requested by Administrative Agent and consistent with the documents delivered by the to take all such other actions as such Subsidiary would have been required to deliver and take pursuant to Section 3.1 if such Subsidiary had been a Loan Parties Party on or prior to the Closing Date or that such Subsidiary would be required to deliver pursuant to Section 3.1(b)5.13 with respect to any proved Oil and Gas Properties. In addition, within 30 days five (5) Business Days after the date any Person becomes a Domestic Subsidiary of the Borrower Representative (or such later date as agreed to by the Administrative Agent)a Loan Party, the Borrower Representative shall, or shall cause the applicable Loan Party to (i) pledge all of the Capital Stock of such Domestic Subsidiary owned by a Loan Party to the Administrative Agent as security for the Obligations by executing and delivering a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, and (ii) if the Capital Stock of such Subsidiary is certificated, deliver the original certificates evidencing such pledged Capital Stock (if any) to the Administrative Agent, together with appropriate powers executed in blank; provided that in no event shall any Capital Stock of any non-wholly owned Domestic Subsidiary be pledged hereunder to the extent that the granting of a security interest in such Capital Stock is prohibited by the applicable joint-venture, shareholder, stock purchase or similar agreement. (b) In the event that, subsequent to the Closing Date, any Person becomes a Foreign Subsidiary, whether pursuant to formation, acquisition or otherwise, (x) the The Borrower Representative shall promptly notify the Administrative Agent and the Lenders thereof and (y) to the extent such Foreign Subsidiary is owned directly by any Loan Party, within 60 days after such Person becomes a Foreign Subsidiary or, if the Administrative Agent determines in its sole discretion that the Borrowers are working in good faith, such longer period as the Administrative Agent shall permit in its sole discretion, the Borrowers shall, or shall cause the applicable Loan Party to (i) pledge 65% of the issued and outstanding voting Capital Stock and 100% of the issued and outstanding non-voting Capital Stock of such Foreign Subsidiary owned by such Loan Party to the Administrative Agent as security for the Obligations pursuant to a pledge agreement in form and substance reasonably satisfactory to the Administrative Agent, (ii) deliver the original certificates evidencing such pledged Capital Stock, if any, to the Administrative Agent, together with appropriate powers executed in blank and (iii) deliver all such other documentation (including, without limitation, certified organizational documents, resolutions, lien searches and legal opinions) and to take all such other actions as the Administrative Agent may reasonably request provided, that Liens on the Capital Stock of (or other ownership interest in) a Foreign Subsidiary that are required to be pledged shall be documented under U.S. law if the cost of providing a local law pledge exceeds the benefit to Lenders, as determined by Administrative Agent in its reasonable discretion; provided further that in no event shall any Capital Stock of any non-wholly owned Foreign Subsidiary be pledged hereunder to the extent that the granting of a security interest in such Capital Stock is prohibited by the applicable joint-venture, shareholder, stock purchase or similar agreement. (c) The Borrowers agree agrees that, following the due execution and delivery of any the Collateral Documents required to be executed and delivered by this Section, when UCC financing statements in appropriate form are filed in the appropriate governmental offices, the Administrative Agent shall have a valid and enforceablevalid, first priority perfected Lien on the property required to be pledged pursuant to subsections subsection (a) and (b) of this Section (to the extent that such Lien can be perfected by execution, delivery of the Collateral Documents and/or recording of the Collateral Documents or UCC financing statements, or possession of such Collateral), free and clear of all Liens other than Permitted LiensLiens expressly permitted by Section 7.2. All actions to be taken pursuant to this Section shall be at the expense of the Borrowers Borrower or the applicable Loan Party, and shall be taken to the reasonable satisfaction of the Administrative Agent.

Additional Subsidiaries and Collateral. (a) In the event that, subsequent to the Closing Date, any Person becomes a wholly-owned Subsidiary (other than, to the extent not required to become a “Guarantor” (or equivalent term) under the Term Loan Documents and all Xxxx Xxxx Debt Documents, (a) any Insurance Subsidiary, (b) any Subsidiary of Borrower Representative an Insurance Subsidiary, (including c) any other Subsidiary of the Issuer that is not wholly-owned solely as has applied for an Insurance License and will become an Insurance Subsidiary or Subsidiary of an Insurance Subsidiary upon the approval of such Insurance License, (d) any Foreign Subsidiary or Subsidiary of a result Foreign Subsidiary or (e) any FSHCO or Subsidiary of directors’ qualifying shares required by applicable lawany FSHCO), whether pursuant to formation, acquisition or otherwise, (x) the Borrower Representative Issuer shall promptly notify the Administrative Agent and the Lenders Noteholders thereof and (y) within 30 days after such Person becomes a wholly-owned Subsidiary (or such later date as agreed to in writing by the Administrative AgentAgent in its sole discretion), the Borrowers Issuer shall cause such Subsidiary (i) to become a new Guarantor (unless such Subsidiary (1) is a Foreign Subsidiary and adverse tax consequences could reasonably be expected to result from making such Subsidiary a Guarantor, (2) is prohibited by law from becoming a Guarantor, (3) is a Subsidiary of a Foreign Subsidiary that is not required to be a Guarantor or (4) the primary assets of such Subsidiary are Capitol Stock or Indebtedness of a Foreign Subsidiary and adverse tax consequences could reasonably be expected to result from making such Subsidiary a Guarantor) and to grant Liens in favor of the Administrative Agent in all of its personal property (other than Excluded Property) by executing and delivering to the Administrative Agent a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, executing and delivering a Copyright Security Agreement, Patent Security Agreement and Trademark Security Agreement, as applicable, and authorizing and delivering, at the request of the Administrative Agent, such UCC financing statements or similar instruments required by the Administrative Agent to perfect the Liens in favor of the Administrative Agent and granted under any of the Loan Note Documents, provided, that no Domestic Loan Party shall be required (ii) to take any action under the law of any non-U.S. jurisdiction grant Liens in order to create or perfect a security interest in any assets of any Borrower or Loan Party which assets are either located outside favor of the United States or would require action under the law of any non-U.S. jurisdiction Administrative Agent in order to create or perfect a security interest therein all interests in Real Estate (other than, subject than Excluded Property) to the limitations set forth in extent required by Section 5.13 by executing and delivering to the paragraph below, stock of a first-tier Foreign Subsidiary of any Borrower or Domestic Loan Party)Administrative Agent such Real Estate Documents as the Administrative Agent shall reasonably require, and (iiiii) to deliver all such other documentation (including, without limitation, certified organizational documents, resolutions, lien searches, title insurance policies, surveys, environmental reports and legal opinions) reasonably requested by Administrative Agent and consistent with the documents delivered by the Loan Parties to take all such other actions as such Subsidiary would have been required to deliver and take pursuant to Section 3.1 if such Subsidiary had been a Note Party on or prior to the Closing Date or that such Subsidiary would be required to deliver pursuant to Section 3.1(b)5.13 with respect to any Real Estate. In addition, within 30 days after the date any Person becomes a Domestic direct Subsidiary of the Borrower Representative a Note Party (or such later date as agreed to in writing by the Administrative AgentAgent in its sole discretion), the Borrower Representative Issuer shall, or shall cause the applicable Loan Note Party to (i) pledge all of the Capital Stock of such Domestic Subsidiary directly owned by a Loan Note Party (other than Excluded Property) to the Administrative Agent as security for the Obligations by executing and delivering a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative AgentAgent and the Required Noteholders, and (ii) subject to the Intercreditor Agreement and/or any applicable Market Intercreditor Agreement, deliver the original certificates evidencing such pledged Capital Stock (if anyother than Excluded Property) to the Administrative Agent, together with appropriate powers executed in blank; provided provided, that if such Person that becomes an Insurance Subsidiary, a Subsidiary of an Insurance Subsidiary or any other Subsidiary of the Issuer that has applied for an Insurance License and will become an Insurance Subsidiary or Subsidiary of an Insurance Subsidiary upon the approval of such Insurance License, this requirement to pledge all of the Capital Stock of such Person shall not apply only to the extent the pledge thereof is (or would be) deemed a change of control of such Person or is (or would be) otherwise prohibited by applicable law or regulations. For the avoidance of doubt, (x) to the extent not required to become a “Guarantor” (or equivalent term) under the Term Loan Documents and all Xxxx Xxxx Debt Documents, in no event shall (a) any Insurance Subsidiary, (b) any Subsidiary of an Insurance Subsidiary, (c) any other Subsidiary of the Issuer that has applied for an Insurance License and will become an Insurance Subsidiary or Subsidiary of an Insurance Subsidiary upon the approval of such Insurance License (it being understood and agreed that until such approval is obtained, such Subsidiary shall not transact any business or hold any material assets), (d) any Foreign Subsidiary or Subsidiary of a Foreign Subsidiary or (e) any FSHCO or Subsidiary of any FSHCO be required to become a Subsidiary Note Party, a Note Party or a Guarantor hereunder; however, for the avoidance of doubt, each Person described in clauses (a) through (e) shall be subject to the applicable covenants contained herein and (y) so long as required under any Term Loan Documents or Xxxx Xxxx Debt Documents, subject to Section 5.16(a), the Capital Stock of any non-wholly owned Domestic Subsidiary RRC shall be pledged hereunder and perfected under the laws of Cayman Islands (to the extent that the granting of a security interest in such Capital Stock is not prohibited by the applicable joint-venture, shareholder, stock purchase or similar agreementthereunder). (b) In the event that, subsequent Subject to the Closing Date, Intercreditor Agreement and/or any Person becomes a Foreign Subsidiary, whether pursuant to formation, acquisition or otherwise, (x) the Borrower Representative shall promptly notify the Administrative Agent and the Lenders thereof and (y) to the extent such Foreign Subsidiary is owned directly by any Loan Party, within 60 days after such Person becomes a Foreign Subsidiary or, if the Administrative Agent determines in its sole discretion that the Borrowers are working in good faith, such longer period as the Administrative Agent shall permit in its sole discretionapplicable Market Intercreditor Agreement, the Borrowers shall, or shall cause the applicable Loan Party to (i) pledge 65% of the issued and outstanding voting Capital Stock and 100% of the issued and outstanding non-voting Capital Stock of such Foreign Subsidiary owned by such Loan Party to the Administrative Agent as security for the Obligations pursuant to a pledge agreement in form and substance reasonably satisfactory to the Administrative Agent, (ii) deliver the original certificates evidencing such pledged Capital Stock, if any, to the Administrative Agent, together with appropriate powers executed in blank and (iii) deliver all such other documentation (including, without limitation, certified organizational documents, resolutions, lien searches and legal opinions) and to take all such other actions as the Administrative Agent may reasonably request provided, that Liens on the Capital Stock of (or other ownership interest in) a Foreign Subsidiary that are required to be pledged shall be documented under U.S. law if the cost of providing a local law pledge exceeds the benefit to Lenders, as determined by Administrative Agent in its reasonable discretion; provided further that in no event shall any Capital Stock of any non-wholly owned Foreign Subsidiary be pledged hereunder to the extent that the granting of a security interest in such Capital Stock is prohibited by the applicable joint-venture, shareholder, stock purchase or similar agreement. (c) The Borrowers agree Issuer agrees that, following the delivery of any Collateral Documents required to be executed and delivered by this Section, the Administrative Agent shall have a valid and enforceable, first priority perfected Lien on the property required to be pledged pursuant to subsections subsection (a) and (b) of this Section (to the extent that such Lien can be perfected by execution, delivery and/or recording of the Collateral Documents or UCC financing statements, or possession of such Collateral), free and clear of all Liens other than Permitted Liens. All actions to be taken pursuant to this Section shall be at the expense of the Borrowers or the applicable Loan Party, and shall be taken to the reasonable satisfaction of the Administrative Agent.Liens expressly permitted by

Additional Subsidiaries and Collateral. (a) In the event that, subsequent to the Closing Date, any Person (including the PBM Strategic Joint Venture, but specifically excluding any Specified Strategic Joint Venture) becomes a wholly-owned Subsidiary of Borrower Representative (including any Subsidiary that is not wholly-owned solely as a result of directors’ qualifying shares required by applicable law)Domestic Subsidiary, whether pursuant to formation, acquisition or otherwise, (x) the Borrower Representative shall promptly notify the Administrative Agent and the Lenders thereof and (y) within 30 days (or such longer period as the Administrative Agent shall agree in writing) after such Person becomes a wholly-owned Subsidiary (or such later date as agreed to by the Administrative Agent)Domestic Subsidiary, the Borrowers Borrower shall cause such Domestic Subsidiary (i) to become a new Guarantor (unless such Subsidiary (1) is a Foreign Subsidiary and adverse tax consequences could reasonably be expected to result from making such Subsidiary a Guarantor, (2) is prohibited by law from becoming a Guarantor, (3) is a Subsidiary of a Foreign Subsidiary that is not required to be a Guarantor or (4) the primary assets of such Subsidiary are Capitol Stock or Indebtedness of a Foreign Subsidiary and adverse tax consequences could reasonably be expected to result from making such Subsidiary a Guarantor) and to grant Liens in favor of the Administrative Agent in all of its personal property that is not Excluded Property by executing and delivering to the Administrative Agent a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, executing and delivering a Copyright Security Agreement, Patent Security Agreement and Trademark Security Agreement, as applicable, and authorizing and delivering, at the request of the Administrative Agent, such UCC financing statements or similar instruments required by the Administrative Agent to perfect the Liens in favor of the Administrative Agent and granted under any of the Loan Documents, provided, that no Domestic Loan Party shall be required (ii) to take any action under the law of any non-U.S. jurisdiction grant Liens in order to create or perfect a security interest in any assets of any Borrower or Loan Party which assets are either located outside favor of the United States or would require action under Administrative Agent in all fee ownership interests in Real Estate having a fair market value in excess of $5,000,000 as of the law of any non-U.S. jurisdiction in order to create or perfect date such Person becomes a security interest therein (other than, subject Domestic Subsidiary by executing and delivering to the limitations set forth in Administrative Agent such Real Estate Documents as the paragraph below, stock of a first-tier Foreign Subsidiary of any Borrower or Domestic Loan Party)Administrative Agent shall require, and (iiiii) to deliver all such other customary and reasonable documentation (including, without limitation, certified organizational documents, resolutions, lien searches, title insurance policies, surveys, environmental reports and legal opinions) reasonably requested by Administrative Agent and consistent with the documents delivered by the to take all such other actions as such Subsidiary would have been required to deliver and take pursuant to Section 3.1 if such Subsidiary had been a Loan Parties Party on or prior to the Closing Date or that such Subsidiary would be required to deliver pursuant to Section 3.1(b)5.13 with respect to any Real Estate. In addition, within 30 days (or such longer period as the Administrative Agent shall permit in writing in its sole discretion) after the date any Person becomes a Domestic Subsidiary of the Borrower Representative (or such later date as agreed to by the Administrative Agent)Subsidiary, the Borrower Representative shall, or shall cause the applicable Loan Party to (i) pledge all of the Capital Stock of such Domestic Subsidiary owned by a Loan Party to the Administrative Agent as security for the Obligations by executing and delivering a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, and (ii) deliver the original certificates evidencing such pledged Capital Stock (if anyto the extent that such Capital Stock is certificated) to the Administrative Agent, together with appropriate powers executed in blank; provided that , in no event shall each case, other than any Capital Stock of any non-wholly owned Domestic Subsidiary be pledged hereunder to the extent that the granting of a security interest in such Capital Stock is prohibited by the applicable joint-venture, shareholder, stock purchase or similar agreementthat constitutes Excluded Property. (b) In the event that, subsequent to the Closing Date, any Person becomes a Foreign Subsidiary, whether pursuant to formation, acquisition or otherwise, (xi) the Borrower Representative shall promptly notify the Administrative Agent and the Lenders thereof and (yii) to the extent such Foreign Subsidiary is owned directly by any Loan Party, within 60 days after such Person becomes a Foreign Subsidiary or, if the Administrative Agent determines in its sole discretion that the Borrowers are working in good faith, (or such longer period as the Administrative Agent shall permit agree in its sole discretionwriting), the Borrowers Borrower shall, or shall cause the applicable Loan Party to to, (iA) pledge not more than 65% of the issued and outstanding voting Capital Stock and 100% of the issued and outstanding non-voting Capital Stock of such Foreign Subsidiary owned by such Loan Party to the Administrative Agent as security for the Obligations pursuant to a pledge agreement in form and substance reasonably satisfactory to the Administrative Agent, (iiB) deliver the original certificates evidencing such pledged Capital Stock, if any, Stock (to the extent that such Capital Stock or portion thereof is certificated) to the Administrative Agent, together with appropriate powers executed in blank and (iiiC) deliver all such other customary and reasonable documentation (including, without limitation, certified organizational documents, resolutions, lien searches and legal opinions) and to take all such other actions as the Administrative Agent may reasonably request provided, that Liens on the Capital Stock of (or other ownership interest in) a Foreign Subsidiary that are required to be pledged shall be documented under U.S. law if the cost of providing a local law pledge exceeds the benefit to Lenders, as determined by Administrative Agent in its reasonable discretion; provided further that in no event shall any Capital Stock of any non-wholly owned Foreign Subsidiary be pledged hereunder to the extent that the granting of a security interest in such Capital Stock is prohibited by the applicable joint-venture, shareholder, stock purchase or similar agreementrequest. (c) The Borrowers agree Borrower agrees that, following the delivery of any Collateral Documents required to be executed and delivered by this Section, the Administrative Agent shall have a valid and enforceable, first priority perfected Lien (subject to Specified Permitted Liens) on the property required to be pledged pursuant to subsections (a) and (b) of this Section (to the extent that such Lien can be perfected by execution, delivery and/or recording of the Collateral Documents or by filing UCC financing statements, or by taking actual possession of such Collateral), free and clear of all Liens other than Permitted LiensLiens expressly permitted by Section 7.2. All actions to be taken pursuant to this Section shall be at the expense of the Borrowers Borrower or the applicable Loan Party, and shall be taken to the reasonable satisfaction of the Administrative Agent.

Additional Subsidiaries and Collateral. (a) In the event that, subsequent to the Closing Date, any Person becomes a wholly-owned Subsidiary of Borrower Representative (including any other than an Excluded Subsidiary) or an Unrestricted Subsidiary that is not wholly-owned solely designated as a result of directors’ qualifying shares required by applicable law)Restricted Subsidiary or an Immaterial Subsidiary ceases to be an Immaterial Subsidiary, whether pursuant to formation, acquisition or otherwise, (x) the Borrower Representative shall promptly notify the Administrative Agent and the Lenders thereof and (y) within 30 60 days (or such longer period as the Administrative Agent may permit) after such Person becomes a wholly-owned Subsidiary (or such later date as agreed is designated a Restricted Subsidiary or ceases to by the Administrative Agent)be an Immaterial Subsidiary, the Borrowers Borrower shall cause such Subsidiary (i) to become a new Guarantor (unless such Subsidiary (1) is by executing and delivering to the Administrative Agent a Foreign Subsidiary joinder to the Guaranty and adverse tax consequences could Security Agreement in form and substance reasonably be expected satisfactory to result from making such Subsidiary a Guarantorthe Administrative Agent, (2ii) is prohibited by law from becoming a Guarantor, (3) is a Subsidiary of a Foreign Subsidiary that is not required to be a Guarantor or (4) the primary assets of such Subsidiary are Capitol Stock or Indebtedness of a Foreign Subsidiary and adverse tax consequences could reasonably be expected to result from making such Subsidiary a Guarantor) and to grant Liens in favor of the Administrative Agent in all of its personal property (other than Excluded Property) by executing and delivering to the Administrative Agent a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, executing and delivering a Copyright Security Agreement, Patent Security Agreement and Trademark Security Agreement, as applicable, and authorizing and delivering, at the request of the Administrative Agent, such UCC financing statements or similar instruments required by the Administrative Agent to perfect the Liens in favor of the Administrative Agent and granted under any of the Loan Documents, provided, that no Domestic Loan Party shall be required to take any action under the law of any non-U.S. jurisdiction in order to create or perfect a security interest in any assets of any Borrower or Loan Party which assets are either located outside of the United States or would require action under the law of any non-U.S. jurisdiction in order to create or perfect a security interest therein (other than, subject to the limitations set forth in the paragraph below, stock of a first-tier Foreign Subsidiary of any Borrower or Domestic Loan Party), Documents and (iiiii) to deliver all such other documentation (including, without limitation, certified organizational documentsOrganization Documents, resolutions, lien searches, title insurance policies, surveys, environmental reports searches and customary legal opinions) and to take all such other actions as such Subsidiary would have been required to deliver and take on the Closing Date if such Subsidiary had been a Loan Party on the Closing Date, in every such case to the extent reasonably requested by the Administrative Agent and consistent with Agent; provided, that, if the documents delivered by portion of Consolidated EBITDA attributable to any such Subsidiary or Subsidiaries, individually or in the Loan Parties aggregate, is less than 10% of Consolidated EBITDA (for the most recently ended four consecutive Fiscal Quarter period for which financial statements have been delivered, calculated on or prior a pro forma basis), the Borrower shall not be required to the Closing Date pursuant to deliver any legal opinion under this Section 3.1(b)5.12. In addition, within 30 60 days (or such longer period as the Administrative Agent may permit) after the date any Person becomes a Domestic Subsidiary of the Borrower Representative (or such later date as agreed to by the Administrative Agentother than a Domestic Foreign Holdco), to the Borrower Representative shallextent such Domestic Subsidiary is owned directly by any Loan Party and constitutes a Restricted Subsidiary and does not constitute an Immaterial Subsidiary (to the extent such Immaterial Subsidiary is not a Guarantor), or shall cause the applicable Loan Party to shall (i) pledge all of the Capital Stock of such Domestic Subsidiary owned by a such Loan Party to the Administrative Agent as security for the Obligations by executing and delivering a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, Agent and (ii) deliver the original certificates certificates, if any, evidencing such pledged Capital Stock (if any) to the Administrative Agent, together with appropriate powers executed in blank; provided that in no event shall any Capital Stock of any non-wholly owned Domestic Subsidiary be pledged hereunder to the extent that the granting of a security interest in such Capital Stock is prohibited by the applicable joint-venture, shareholder, stock purchase or similar agreement. (b) In the event that, subsequent to the Closing Date, any Person becomes a Foreign SubsidiarySubsidiary or a Domestic Foreign Holdco, whether pursuant to formation, acquisition or otherwise, (x) the Borrower Representative shall promptly notify the Administrative Agent and the Lenders thereof and (y) to the extent such Foreign Subsidiary or Domestic Foreign Holdco is owned directly by any Loan PartyParty and constitutes a Restricted Subsidiary and does not constitute an Immaterial Subsidiary (to the extent such Immaterial Subsidiary is not a Guarantor), within 60 days (or such longer period as the Administrative Agent may permit) after such Person becomes a Foreign Subsidiary oror Domestic Foreign Holdco, if the Administrative Agent determines in its sole discretion that the Borrowers are working in good faith, such longer period as the Administrative Agent shall permit in its sole discretion, the Borrowers shall, or shall cause the applicable Loan Party to shall (i) pledge all of the Capital Stock (but, in any event, not to exceed 65% of the issued and outstanding voting Capital Stock and 100% of the issued and outstanding non-voting Capital Stock Stock) of such Foreign Subsidiary or Domestic Foreign Holdco, as applicable, owned by such Loan Party Party, to the Administrative Agent as security for the Obligations pursuant to a pledge agreement in form and substance reasonably satisfactory to the Administrative Agent, and (ii) deliver the original certificates certificates, if any, evidencing such pledged Capital Stock, if any, Stock to the Administrative Agent, together with appropriate powers executed in blank and (iii) deliver all such other documentation (including, without limitation, certified organizational documents, resolutions, lien searches and legal opinions) and to take all such other actions as the Administrative Agent may reasonably request provided, that Liens on the Capital Stock of (or other ownership interest in) a Foreign Subsidiary that are required to be pledged shall be documented under U.S. law if the cost of providing a local law pledge exceeds the benefit to Lenders, as determined by Administrative Agent in its reasonable discretion; provided further that in no event shall any Capital Stock of any non-wholly owned Foreign Subsidiary be pledged hereunder to the extent that the granting of a security interest in such Capital Stock is prohibited by the applicable joint-venture, shareholder, stock purchase or similar agreementblank. (c) The Borrowers agree Borrower agrees that, following the delivery of any Collateral Documents required to be executed and delivered by this Section, the Administrative Agent shall have a valid and enforceable, first priority (subject to Liens permitted by Section 7.2) perfected Lien on the property required to be pledged pursuant to subsections (a) and (b) of this Section (to the extent that such Lien can be perfected by execution, delivery and/or recording of the Collateral Documents or UCC financing statements, or or, if required to be delivered, possession of such Collateral), free and clear of all Liens other than Permitted LiensLiens permitted by Section 7.2. All actions to be taken pursuant to this Section shall be at the expense of the Borrowers Borrower or the applicable Loan Party, and shall be taken to the reasonable satisfaction of the Administrative Agent. (d) Notwithstanding anything herein to the contrary or in any other Loan Document, (i) the Borrower and the Guarantors shall not be required create or perfect a security interest under the laws of any non-U.S. jurisdiction or to create or perfect a security interest in assets located or titled outside the U.S. or to reimburse or indemnify the Administrative Agent for any costs or expenses incurred in connection with the taking of any of the foregoing actions in any non-U.S. jurisdiction and (ii) perfection shall not be required with respect to the following: (A) commercial tort claims with a claim value of less than $7,500,000; (B) letter-of-credit rights with a face amount less than $7,500,000 (other than those to which perfection of the security interest in such Collateral is accomplished solely by the filing of a UCC financing statement); provided that neither the Borrower nor any Guarantor shall be required to establish the Administrative Agent’s “control” (within the meaning of Section 9-107 of the UCC) over any letter-of-credit rights with a face amount greater than or equal to $7,500,000 except upon the Administrative Agent’s request during the existence of an Event of Default; (C) those assets as to which the Administrative Agent and the Borrower reasonably agree in writing that the costs of obtaining such perfection are excessive in relation to the value to the Lenders of the security to be afforded thereby and (D) any Excluded Account. Notwithstanding anything to the contrary in this Section 5.12, the Administrative Agent may grant one or more extensions of time from any time period set forth herein for the taking of or causing any action, delivering or furnishing any notice, information, documents, insurance or opinions or for the creation and perfection of any Liens in its reasonable discretion and any such extensions may, in the sole discretion of the Administrative Agent be effective retroactively.

Additional Subsidiaries and Collateral. (a) In the event that, subsequent to the Closing Date, any Person becomes a wholly-owned direct Domestic Subsidiary (other than any Immaterial Subsidiary) of Borrower Representative (including any Subsidiary that is not wholly-owned solely as a result of directors’ qualifying shares required by applicable law)Loan Party, whether pursuant to formation, acquisition or otherwise, (x) the Borrower Representative shall promptly notify the Administrative Agent and the Lenders thereof and (y) within 30 days after such Person becomes a wholly-owned Domestic Subsidiary (or such later date as agreed to by the Administrative Agent)that is a Restricted Subsidiary, the Borrowers Borrower shall cause such Domestic Subsidiary (i) to become a new Guarantor (unless such Subsidiary (1) is a Foreign Subsidiary and adverse tax consequences could reasonably be expected to result from making such Subsidiary a Guarantor, (2) is prohibited by law from becoming a Guarantor, (3) is a Subsidiary of a Foreign Subsidiary that is not required to be a Guarantor or (4) the primary assets of such Subsidiary are Capitol Stock or Indebtedness of a Foreign Subsidiary and adverse tax consequences could reasonably be expected to result from making such Subsidiary a Guarantor) and to grant Liens in favor of the Administrative Agent in all of its personal property by executing and delivering to the Administrative Agent a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, executing and delivering a Copyright Security Agreement, a Patent Security Agreement and a Trademark Security Agreement, as applicable, and authorizing and delivering, at the request of the Administrative Agent, such UCC financing statements or similar instruments required by the Administrative Agent to perfect the Liens in favor of the Administrative Agent and granted under any of the Loan Documents, provided, that no Domestic Loan Party shall be required (ii) to take any action under the law of any non-U.S. jurisdiction grant Liens in order to create or perfect a security interest in any assets of any Borrower or Loan Party which assets are either located outside favor of the United States or would require action under the law of any non-U.S. jurisdiction Administrative Agent in order to create or perfect a security interest therein (other than, subject all fee interests in Real Estate with an individual value exceeding $2,500,000 by executing and delivering to the limitations set forth in Administrative Agent such Real Estate Documents as the paragraph below, stock of a first-tier Foreign Subsidiary of any Borrower or Domestic Loan Party)Administrative Agent shall require, and (iiiii) to deliver all such other documentation (including, without limitation, certified organizational documents, resolutions, lien searches, title insurance policies, surveys, environmental reports and legal opinions) reasonably requested by Administrative Agent and consistent with the documents delivered by the to take all such other actions as such Subsidiary would have been required to deliver and take pursuant to Section 3.1 if such Subsidiary had been a Loan Parties Party on or prior to the Closing Date or that such Subsidiary would be required to deliver pursuant to Section 3.1(b)5.13 with respect to any Real Estate. In addition, within 30 days after the date any Person becomes a Domestic Subsidiary of the Borrower Representative (any Loan Party or such later date as agreed to by the Administrative Agent)any of its Subsidiary Loan Parties, the Borrower Representative applicable Loan Party shall, or shall cause the applicable Subsidiary Loan Party to to, (i) pledge all of the Capital Stock of such Domestic Subsidiary owned by a such Loan Party or Subsidiary Loan Party to the Administrative Agent as security for the Obligations by executing and delivering a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, and (ii) deliver the any original certificates evidencing such pledged Capital Stock (if any) to the Administrative Agent, together with appropriate powers executed in blank; provided that in . Notwithstanding the foregoing requirements of this Section 5.12(a), no event Loan Party shall be required to take any such actions with respect to any of the Joliet Subsidiaries (and such Joliet Subsidiaries shall not be deemed to be Loan Parties) for so long as such Joliet Subsidiary is not wholly-owned, directly or indirectly, by any Loan Party, other than to take such actions required by the second sentence of this Section 5.12(a) with respect to the pledge of all of the Capital Stock of any non-wholly Arc Terminals Joliet owned Domestic Subsidiary be pledged hereunder to the extent that the granting of a security interest in such Capital Stock is prohibited by the applicable joint-venture, shareholder, stock purchase or similar agreementBorrower. (b) In the event that, subsequent to the Closing Date, any Person becomes a direct Foreign Subsidiary (other than any Immaterial Subsidiary) of any Loan Party, whether pursuant to formation, acquisition or otherwise, (x) the Borrower Representative shall promptly notify the Administrative Agent and the Lenders thereof and (y) to the extent such Foreign Subsidiary is owned directly by any Loan PartyParty or any Subsidiary Loan Party that is a U.S. Person, within 60 days after such Person becomes a Foreign Subsidiary or, if the Administrative Agent determines in its sole discretion that the Borrowers are Borrower is working in good faith, such longer period as the Administrative Agent shall permit in its sole discretionnot to exceed 60 additional days, the Borrowers applicable Loan Party shall, or shall cause the applicable Subsidiary Loan Party to to, (i) pledge 65% of the issued and outstanding voting Capital Stock and 100% of the issued and outstanding non-voting Capital Stock of such Foreign Subsidiary owned by such Loan Party Subsidiary, as applicable, to the Administrative Agent as security for the Obligations pursuant to a pledge agreement in form and substance reasonably satisfactory to the Administrative Agent, (ii) deliver the any original certificates evidencing such pledged Capital Stock, if any, Stock to the Administrative Agent, together with appropriate powers executed in blank blank, and (iii) deliver all such other documentation (including, without limitation, certified organizational documents, resolutions, lien searches and legal opinions) and to take all such other actions as the Administrative Agent may reasonably request provided, that Liens on the Capital Stock of (or other ownership interest in) a Foreign Subsidiary that are required to be pledged shall be documented under U.S. law if the cost of providing a local law pledge exceeds the benefit to Lenders, as determined by Administrative Agent in its reasonable discretion; provided further that in no event shall any Capital Stock of any non-wholly owned Foreign Subsidiary be pledged hereunder to the extent that the granting of a security interest in such Capital Stock is prohibited by the applicable joint-venture, shareholder, stock purchase or similar agreementrequest. (c) The Borrowers agree Borrower agrees that, following the delivery of any Collateral Documents required to be executed and delivered by this Section, the Administrative Agent shall have a valid and enforceable, first priority perfected Lien on the property required to be pledged pursuant to subsections (a) and (b) of this Section (to the extent that such Lien can be perfected by execution, delivery and/or or recording of the Collateral Documents or UCC financing statements, or possession of such Collateral), free and clear of all Liens other than Permitted LiensLiens expressly permitted by Section 7.2. All actions to be taken pursuant to this Section shall be at the expense of the Borrowers Borrower or the applicable Loan Party, and shall be taken to the reasonable satisfaction of the Administrative Agent.

Additional Subsidiaries and Collateral. (a) In Diligently pursue the event that, subsequent approval of the Nevada Gaming Commission to the Closing Date, any Person becomes a wholly-owned Subsidiary of Borrower Representative (including any Subsidiary that is not wholly-owned solely as a result of directors’ qualifying shares required by applicable law), whether pursuant to formation, acquisition or otherwise, (x) the Borrower Representative shall promptly notify the Administrative Agent and the Lenders thereof and (y) within 30 days after such Person becomes a wholly-owned Subsidiary (or such later date as agreed to by the Administrative Agent), the Borrowers shall cause such Subsidiary (i) to become a new Guarantor (unless such Subsidiary (1) is a Foreign Subsidiary and adverse tax consequences could reasonably be expected to result from making such Subsidiary a Guarantor, (2) is prohibited by law from becoming a Guarantor, (3) is a Subsidiary of a Foreign Subsidiary that is not required to be a Guarantor or (4) the primary assets of such Subsidiary are Capitol Stock or Indebtedness of a Foreign Subsidiary and adverse tax consequences could reasonably be expected to result from making such Subsidiary a Guarantor) and to grant Liens in favor pledge of the Administrative Agent Equity Interests in all each of its personal property by executing and delivering applicable Subsidiaries to the Administrative Agent a supplement pursuant to the Guaranty Pledge Agreement and, promptly upon receipt thereof and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, executing and delivering a Copyright Security Agreement, Patent Security Agreement and Trademark Security Agreement, as applicable, and authorizing and delivering, at the request of the Administrative Agent, such UCC financing statements or similar instruments required by the Administrative Agent to perfect the Liens in favor of the Administrative Agent and granted under any of the Loan Documents, provided, that no Domestic Loan Party shall be required to take any action under the law of any non-U.S. jurisdiction in order to create or perfect a security interest in any assets of any Borrower or Loan Party which assets are either located outside of the United States or would require action under the law of any non-U.S. jurisdiction in order to create or perfect a security interest therein (other than, subject to the limitations set forth in the paragraph below, stock of a first-tier Foreign Subsidiary of any Borrower or Domestic Loan Party), and (ii) to deliver all such other documentation (including, without limitation, certified organizational documents, resolutions, lien searches, title insurance policies, surveys, environmental reports and legal opinions) reasonably requested by Administrative Agent and consistent with the documents delivered by the Loan Parties on or event prior to the Closing Date pursuant to Section 3.1(b). In additionNovember 1, within 30 days after the date any Person becomes a Domestic Subsidiary of the Borrower Representative (or such later date as agreed to by the Administrative Agent)2004, the Borrower Representative shall, or shall cause the applicable Loan Party to (i) pledge all of the Capital Stock of such Domestic Subsidiary owned by a Loan Party to the Administrative Agent as security for the Obligations by executing execute and delivering a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, and (ii) deliver the original certificates evidencing such pledged Capital Stock (if any) Pledge Agreement to the Administrative Agent, together with stock certificates representing 100% of the Equity Interests held by Borrower and its Subsidiaries in their respective direct Subsidiaries (to the extent certificated, but in any event excluding any Issuance Subsidiary), together with appropriate stock powers executed (which stock certificates shall be maintained by the Administrative Agent in blank; provided the State of Nevada); (b) Notify the Administrative Agent at the time that any Person becomes a Subsidiary, and promptly thereafter (and in no any event shall any Capital Stock of any non-wholly owned Domestic Subsidiary be pledged hereunder within thirty days), cause such Person (except to the extent that the granting Gaming Laws of a security interest in such Capital Stock is prohibited by the applicable joint-venture, shareholder, stock purchase or similar agreement. relevant jurisdiction do not permit the same and except for the Issuance Subsidiary); to (bi) In the event that, subsequent execute and deliver to the Closing Date, any Person becomes a Foreign Subsidiary, whether pursuant to formation, acquisition or otherwise, (x) the Borrower Representative shall promptly notify the Administrative Agent and the Lenders thereof and (y) a Guaranty or a joinder to the extent such Foreign Subsidiary is owned directly by any Loan Partya Guaranty, within 60 days after such Person becomes a Foreign Subsidiary or, if the Administrative Agent determines in its sole discretion that the Borrowers are working in good faith, such longer period as the Administrative Agent shall permit in its sole discretiondeem appropriate for such purpose, the Borrowers shall, or shall cause the applicable Loan Party to and (iii) pledge 65% of the issued and outstanding voting Capital Stock and 100% of the issued and outstanding non-voting Capital Stock of such Foreign Subsidiary owned by such Loan Party deliver to the Administrative Agent as security for Collateral Documents of the Obligations pursuant types referred to a pledge agreement in form Section 4.01(a) and substance reasonably satisfactory favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clauses (i) and (ii)); (c) Notify the Administrative Agent at the time of acquisition or the formation of any Subsidiary, cause to be delivered to the Administrative Agent, Agent a pledge all of the Equity Interests held by Borrower and its Subsidiaries in each such Subsidiary other than the Issuance Subsidiary (ii) deliver the original certificates evidencing such pledged Capital Stock, if any, to the Administrative Agent, together with appropriate powers executed in blank and (iii) deliver all such other documentation (including, without limitation, certified organizational documents, resolutions, lien searches and legal opinions) and to take all such other actions as the Administrative Agent may reasonably request provided, that Liens on the Capital Stock of (or other ownership interest in) a Foreign Subsidiary that are required to be pledged shall be documented under U.S. law if the cost of providing a local law pledge exceeds the benefit to Lenders, as determined by Administrative Agent in its reasonable discretion; provided further that in no event shall any Capital Stock of any non-wholly owned Foreign Subsidiary be pledged hereunder except to the extent that the granting Gaming Laws of the relevant jurisdiction do not permit the pledge of the Equity Interests in any Person which is the holder of a security gaming license); (d) Notify the Administrative Agent at the time of the acquisition by Borrower or any of its Subsidiaries of any fee or leasehold interest in such Capital Stock is prohibited real property, notice thereof and, if requested by the applicable joint-ventureAdministrative Agent, shareholder, stock purchase or similar agreementa Deed of Trust and other Collateral Documents in relation thereto. (ce) The Borrowers agree that, following Notwithstanding the delivery foregoing provisions of any Collateral Documents required to be executed and delivered by this Section, at any time prior to the Administrative Agent consummation of the Grace Asset Purchase when no Default or Event of Default has occurred and remains continuing, the Borrower may form an Issuance Subsidiary, which shall have a valid and enforceable, first priority perfected Lien on the property not be required to be pledged pursuant guarantee the Obligations or to subsections grant Liens securing the Obligation in respect of any of its Property until the date of the consummation of the Grace Asset Purchase or its merger or consolidation with the Borrower or any Subsidiary of the Borrower, provided that the Issuance Subsidiary shall not engage in any business other than the issuance of Senior Subordinated Notes, the investment of the proceeds thereof (a) and (b) of this Section (any additional amounts contributed to the extent that such Lien can be perfected Issuance Subsidiary by executionthe Borrower in accordance with Section 7.02(d)) in the Escrow Account, delivery and/or recording and activities ancillary thereto pending the consummation of the Collateral Documents or UCC financing statements, or possession of such Collateral), free and clear of all Liens other than Permitted Liens. All actions to be taken pursuant to this Section shall be at the expense of the Borrowers or the applicable Loan Party, and shall be taken to the reasonable satisfaction of the Administrative AgentGrace Asset Purchase.

Additional Subsidiaries and Collateral. (a) In the event that, subsequent The Borrower will cause each future Significant Domestic Subsidiary to promptly execute and deliver to the Closing Date, any Person becomes a wholly-owned Subsidiary of Borrower Representative (including any Subsidiary that is not wholly-owned solely as a result of directors’ qualifying shares required by applicable law), whether pursuant to formation, acquisition or otherwise, Administrative Agent (x) no later than 10 Business Days after the Borrower Representative shall promptly notify first Determination Date (as defined below) following the Administrative Agent and creation or acquisition of such Significant Domestic Subsidiary (including by way of Division) or the Lenders thereof and date on which such Subsidiary becomes a Significant Domestic Subsidiary, or (y) within 30 days in the case of a Significant Domestic Subsidiary created or acquired in connection with a Permitted Acquisition, no later than six (6) months after the consummation of such Person becomes a wholly-owned Permitted Acquisition, in each case (i) the Subsidiary Guaranty, the Subsidiary Pledge Agreement and the Subsidiary Security Agreement (or such later date appropriate joinders thereto, as agreed to applicable), and, as may reasonably be requested by the Administrative Agent), landlord/mortgagee waivers (provided that, in the Borrowers shall cause case of landlord/mortgagee waivers, if the Borrower uses commercially reasonable efforts to obtain such Subsidiary (iwaivers from the applicable counterparties thereto, Borrower’s obligations with respect to such waivers under this Section 5.11(a) to become a new Guarantor (unless such Subsidiary (1) is a Foreign Subsidiary and adverse tax consequences could reasonably be expected to result from making such Subsidiary a Guarantor, (2) is prohibited by law from becoming a Guarantor, (3) is a Subsidiary of a Foreign Subsidiary that is not required to be a Guarantor or (4) the primary assets of such Subsidiary are Capitol Stock or Indebtedness of a Foreign Subsidiary and adverse tax consequences could reasonably be expected to result from making such Subsidiary a Guarantor) and to grant Liens in favor of the Administrative Agent in all of its personal property by executing and delivering to the Administrative Agent a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, executing and delivering a Copyright Security Agreement, Patent Security Agreement and Trademark Security Agreement, as applicable, and authorizing and delivering, at the request of the Administrative Agent, such UCC financing statements or similar instruments required by the Administrative Agent to perfect the Liens in favor of the Administrative Agent and granted under any of the Loan Documents, provided, that no Domestic Loan Party shall be required to take any action under the law of any non-U.S. jurisdiction in order to create or perfect a security interest in any assets of any Borrower or Loan Party which assets are either located outside of the United States or would require action under the law of any non-U.S. jurisdiction in order to create or perfect a security interest therein (other than, subject to the limitations set forth in the paragraph below, stock of a first-tier Foreign Subsidiary of any Borrower or Domestic Loan Partysatisfied), and (ii) to deliver all such other documentation (including, without limitation, certified organizational documents, resolutions, lien searches, title insurance policies, surveys, environmental reports an opinion of counsel from counsel and legal opinions) reasonably requested by Administrative Agent and consistent with the documents delivered by the Loan Parties on or prior to the Closing Date pursuant to Section 3.1(b). In addition, within 30 days after the date any Person becomes a Domestic Subsidiary of the Borrower Representative (or such later date as agreed to by the Administrative Agent), the Borrower Representative shall, or shall cause the applicable Loan Party to (i) pledge all of the Capital Stock of such Domestic Subsidiary owned by a Loan Party to the Administrative Agent as security for the Obligations by executing and delivering a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory acceptable to the Administrative Agent. (b) The Borrower will pledge to the Collateral Agent (for the benefit of the Secured Parties) pursuant to the Borrower Pledge Agreement (or, if applicable, cause a Significant Domestic Subsidiary to pledge to the Collateral Agent (for the benefit of the Secured Parties) pursuant to the Subsidiary Pledge Agreement) (x) no later than 10 Business Days after the first Determination Date following the creation or acquisition of a first-tier Significant Foreign Subsidiary or a Significant Foreign Subsidiary Holdco or the date on which a first-tier Foreign Restricted Subsidiary becomes a Significant Foreign Subsidiary or a Foreign Subsidiary Holdco becomes a Significant Foreign Subsidiary Holdco, or (y) in the case of a first-tier Significant Foreign Subsidiary or a Significant Foreign Subsidiary Holdco created or acquired in connection with a Permitted Acquisition, no later than six (6) months after the consummation of such Permitted Acquisition, in each case (i) 65% of the voting Equity Interests of such first-tier Significant Foreign Subsidiary or such Significant Foreign Subsidiary Holdco formed or acquired after the Effective Date and (ii) deliver 100% of the original certificates evidencing non-voting Equity Interests of such first-tier Significant Foreign Subsidiary or such Significant Foreign Subsidiary Holdco. (c) In addition to the foregoing, except to the extent set forth in the Borrower Security Agreement, the Borrower Pledge Agreement, the Subsidiary Pledge Agreement and the Subsidiary Security Agreement, respectively, the Borrower, its Significant Domestic Subsidiaries and each Subsidiary Guarantor shall cause such documents and instruments as may be reasonably requested by the Collateral Agent (or any Lender through the Collateral Agent) from time to time to be executed and delivered and do such further acts and things as reasonably may be required in order for the Collateral Agent, for the benefit of the Secured Parties, to obtain a fully perfected first priority Lien on all Collateral, subject to Liens permitted by Section 6.02 and subject to Section 5.11(f). For purposes of this Section 5.11, the “Determination Date” shall be the date of delivery of the annual financial statements pursuant to Section 5.01(a). (d) In the event that any ECA Borrower or ECA Guarantor ceases to be party to a Permitted ECA Financing, including due to the repayment of its obligations under such Permitted ECA Financing, and such ECA Borrower or ECA Guarantor is (or would be, but for the fact that it is an ECA Borrower or ECA Guarantor) a Significant Domestic Subsidiary or a Significant Foreign Subsidiary, the Borrower shall comply with this Section 5.11 with respect to such Restricted Subsidiary within 90 calendar days from the date such Restricted Subsidiary ceases to be a party to a Permitted ECA Financing. (e) From and after repayment in full of a Permitted ECA Financing of an ECA Borrower (other than any such repayment that is in connection with a refinancing of such Permitted ECA Financing) that was incurred under Section 6.01(b)(xxxv) and so long as such ECA Borrower is not at such time party to any other Permitted ECA Financing or, in the case of any ECA Borrower that is a Foreign Subsidiary, any other Indebtedness that is permitted hereunder that is secured by a pledge of the Equity Interest of such ECA Borrower, the Borrower and its Restricted Subsidiaries will not pledge the Equity Interests of such ECA Borrower in favor of any Person other than Collateral Agent for the benefit of the Secured Parties (it being understood that this clause (e) shall not constitute a requirement that the Equity Interests of any ECA Borrower be pledged Capital Stock in favor of the Collateral Agent for the benefit of the Secured Parties); provided that if such Equity Interests are pledged in favor of the Collateral Agent for the benefit of the Secured Parties, such Equity Interests may also be pledged for the benefit of holders of any other Indebtedness permitted by this Agreement that is secured by Permitted Liens on the Collateral on a pari passu basis with, or junior basis to, the Liens securing the Secured Obligations (so long as the holders of such Indebtedness are subject to the Pari Passu Intercreditor Agreement or a Customary Intercreditor Agreement, as applicable). (f) Notwithstanding anything to the contrary contained in this Agreement or any other Loan Document, but without waiving or limiting any obligation of the Borrower hereunder, the Administrative Agent and Collateral Agent will not take any action in respect of the Collateral pursuant to this Agreement or any other Loan Document that would constitute or result in any assignment of any Communications License held by the Borrower or any of its Subsidiaries (or assigned or transferred to the Borrower or any of its Subsidiaries) or any transfer of control of the holder of any Communications License held by the Borrower or any of its Subsidiaries (or assigned or transferred to the Borrower or any of its Subsidiaries), within the meaning of Section 310(d) of the Communications Act or other Communications Laws, if anysuch assignment of such Communications License or such transfer of control would require thereunder the prior approval of the FCC or other Governmental Authority, without first obtaining such approval. The Administrative Agent and the Collateral Agent agrees that (a) voting rights in the Equity Interests of each Subsidiary Guarantor, but solely to the extent any such Subsidiary Guarantor is the holder of any Communications License, will remain with the holders of such voting rights upon and following the occurrence of an Event of Default until any required prior approvals of the FCC or other Governmental Authority, as applicable, shall have been obtained; (b) to the extent required by law, upon and following the occurrence of any Event of Default and foreclosure upon the Equity Interests of any Subsidiary of the Borrower holding any Communications License by the Administrative Agent or the Collateral Agent, together with appropriate powers executed in blankthere will be either an arm’s length private or public sale of such Equity Interests; provided that in no event shall and (c) prior to the exercise of stockholder rights by the purchaser at any Capital Stock such sale, the prior consent of the FCC pursuant to Section 310(d) of the Communications Act or any other Communications Laws, and of any non-wholly owned Domestic Subsidiary other Governmental Authority pursuant to applicable Communications Laws, will be pledged hereunder obtained. (g) Notwithstanding anything to the contrary herein, (x) in the event that any Loan Party grants a Lien under the Senior Secured Revolving Credit Documents or the Senior Secured Notes Documents in any assets of any Loan Party and such assets do not otherwise constitute Collateral under Security Documents securing the Secured Obligations, except to the extent inconsistent with Section 2.1(e) of the Pari Passu Intercreditor Agreement or if such Lien is declined in writing by the Collateral Agent after written request from the Borrower, such Loan Party shall concurrently therewith (i) to xxxxx x Xxxx to the Collateral Agent for the benefit of the Secured Parties in such asset and cause such assets to constitute Collateral under the Security Documents to secure the Secured Obligations, (ii) to take such actions as may be necessary to perfect the Liens granted to the Collateral Agent therein and (iii) to take all other necessary steps reasonably requested by the Collateral Agent in connection with the foregoing and (y) in the event that any Loan Party executes or delivers any agreement or instrument or takes any other action to perfect, preserve or maintain the security interests granted under the Senior Secured Revolving Credit Documents or the Senior Secured Notes Documents, except to the extent inconsistent with Section 2.1(e) of the Pari Passu Intercreditor Agreement, such Loan Party shall, unless declined in writing by the Collateral Agent, concurrently therewith deliver such agreement or instrument, or take such action to perfect, preserve or maintain the security interests granted to the Collateral Agent under the Security Documents; provided, however, that execution and delivery of a control agreement over deposit accounts and securities accounts under the Senior Secured Revolving Credit Documents shall be deemed to satisfy any requirement to deliver a control agreement to the Collateral Agent with respect to such deposit account or securities account (it being understood that the foregoing shall not affect Section 2.9 of the Pari Passu Intercreditor Agreement, and the Collateral Agent and the Secured Parties shall obtain the benefit of perfection thereunder with respect to such deposit accounts and securities accounts). (h) The Administrative Agent may grant extensions of time for the creation and perfection of security interests in, or the delivery of other deliverables with respect to, particular assets, and particular assets may be excluded from the Collateral, to the extent that the granting of a security interest in such Capital Stock is prohibited by the applicable joint-venture, shareholder, stock purchase or similar agreement. (b) In the event that, subsequent to the Closing Date, any Person becomes a Foreign Subsidiary, whether pursuant to formation, acquisition or otherwise, (x) the Borrower Representative shall promptly notify the Administrative Agent and the Lenders thereof and (y) to the extent such Foreign Subsidiary is owned directly by any Loan Party, within 60 days after such Person becomes a Foreign Subsidiary or, if the Administrative Agent determines Borrower reasonably agree in its sole discretion writing that the Borrowers are working in good faith, such longer period as the Administrative Agent shall permit in its sole discretion, the Borrowers shall, or shall cause the applicable Loan Party to (i) pledge 65% of the issued and outstanding voting Capital Stock and 100% of the issued and outstanding non-voting Capital Stock of such Foreign Subsidiary owned by such Loan Party to the Administrative Agent as security for the Obligations pursuant to a pledge agreement in form and substance reasonably satisfactory to the Administrative Agent, (ii) deliver the original certificates evidencing such pledged Capital Stock, if any, to the Administrative Agent, together with appropriate powers executed in blank and (iii) deliver all such other documentation (including, without limitation, certified organizational documents, resolutions, lien searches and legal opinions) and to take all such other actions as the Administrative Agent may reasonably request provided, that Liens on the Capital Stock of (or other ownership interest in) a Foreign Subsidiary that are required to be pledged shall be documented under U.S. law if the cost of providing a local law pledge exceeds the benefit to Lenderscreating or perfecting such security interests in such assets, as determined by Administrative Agent shall be excessive in its reasonable discretion; provided further that in no event shall any Capital Stock of any non-wholly owned Foreign Subsidiary be pledged hereunder relation to the extent that the granting of a security interest in such Capital Stock is prohibited benefits to be obtained by the applicable joint-venture, shareholder, stock purchase or similar agreementLenders therefrom. (c) The Borrowers agree that, following the delivery of any Collateral Documents required to be executed and delivered by this Section, the Administrative Agent shall have a valid and enforceable, first priority perfected Lien on the property required to be pledged pursuant to subsections (a) and (b) of this Section (to the extent that such Lien can be perfected by execution, delivery and/or recording of the Collateral Documents or UCC financing statements, or possession of such Collateral), free and clear of all Liens other than Permitted Liens. All actions to be taken pursuant to this Section shall be at the expense of the Borrowers or the applicable Loan Party, and shall be taken to the reasonable satisfaction of the Administrative Agent.

Additional Subsidiaries and Collateral. (a) In the event that, on or subsequent to the Closing Restatement Date, any Person becomes a wholly-owned Domestic Subsidiary of Borrower Representative (including any pursuant to the Ocean Acquisition) or an Excluded Subsidiary that is not wholly-owned solely as a result of directors’ qualifying shares required by applicable law)ceases to be an Excluded Subsidiary, whether pursuant to formation, acquisition or otherwise, (xi) the Borrower Representative shall promptly notify the Administrative Collateral Agent and the Lenders thereof and thereof, (yii) within 30 thirty (30) days after such Person becomes a wholly-owned Domestic Subsidiary or such Person ceases to be an Excluded Subsidiary (or such later date longer period as agreed to by the Administrative AgentCollateral Agent may reasonably agree), the Borrowers Borrower shall cause such Domestic Subsidiary (iother than an Excluded Subsidiary) to become a new Guarantor (unless such Subsidiary (1) is a Foreign Subsidiary and adverse tax consequences could reasonably be expected to result from making such Subsidiary a Guarantor, (2) is prohibited by law from becoming a Guarantor, (3) is a Subsidiary of a Foreign Subsidiary that is not required to be a Guarantor or (4) the primary assets of such Subsidiary are Capitol Stock or Indebtedness of a Foreign Subsidiary and adverse tax consequences could reasonably be expected to result from making such Subsidiary a Guarantor) and to grant Liens in favor of the Administrative Collateral Agent in all of its personal property that would otherwise constitute Collateral by executing and delivering to the Administrative Collateral Agent a supplement to Joinder Agreement substantially in the Guaranty and Security Agreement form of Exhibit 5.12 or otherwise in form and substance reasonably satisfactory to the Administrative Collateral Agent, executing and delivering a Copyright Security Agreement, Patent Security Agreement and Trademark Security Agreement, as applicable, and authorizing and delivering, at the request of the Administrative Collateral Agent, such UCC financing statements or similar instruments required by the Administrative Collateral Agent to perfect the Liens in favor of the Administrative Agent Collateral Agent, for the benefit of Secured Parties, and granted under any of the Loan Documents, provided, ; provided that no Domestic Loan Party Subsidiary that is a CFC Holdco shall be required to take become a Guarantor hereunder or grant Liens or otherwise pledge any action of its assets as Collateral hereunder or under any other Loan Document and (iii) within sixty (60) days after such Person becomes a Domestic Subsidiary or ceases to be an Excluded Subsidiary (or such longer period as the law of any non-U.S. jurisdiction in order to create or perfect a security interest in any assets of any Borrower or Loan Party which assets are either located outside of the United States or would require action under the law of any non-U.S. jurisdiction in order to create or perfect a security interest therein (other than, subject to the limitations set forth in the paragraph below, stock of a first-tier Foreign Subsidiary of any Borrower or Domestic Loan PartyCollateral Agent may reasonably agree), and (ii) to the Borrower shall deliver all such other documentation (including, without limitation, certified organizational documents, resolutions, lien searches, title insurance policies, surveys, environmental reports searches and legal opinionsrequested Real Estate Documents) reasonably requested by Administrative Agent and consistent with the documents delivered by the Loan Parties on or prior to the Closing Date take all such other actions as such Subsidiary would have been required to deliver and take pursuant to Section 3.1(b)3.1 if such Subsidiary had been a Loan Party on the Restatement Date or that such Subsidiary would be required to deliver pursuant to Section 5.13 with respect to any Material Real Property. In addition, within 30 thirty (30) days after the date any Person becomes a Domestic Subsidiary of the Borrower Representative (or such later date as agreed an Excluded Subsidiary ceases to by the Administrative Agent)be an Excluded Subsidiary, the Borrower Representative shall, or shall cause the applicable Loan Party to (i) pledge all of the Capital Stock of such Domestic Subsidiary owned by a Loan Party to the Administrative Agent Collateral Agent, for the benefit of the holders of the Obligations, as security for the Obligations by executing and delivering a supplement to the Guaranty and Security Agreement such documentation as reasonably required by Collateral Agent in form and substance reasonably satisfactory to the Administrative Collateral Agent, and (ii) deliver the original certificates evidencing such pledged Capital Stock (if any) to the Administrative Agent, together with appropriate powers executed in blank; provided that in no event shall any the pledge of the Capital Stock of any non-wholly owned a Domestic Subsidiary that is a CFC Holdco shall be pledged hereunder limited to the extent that the granting of a security interest in such Capital Stock is prohibited by the applicable joint-venture, shareholder, stock purchase or similar agreement. (b) In the event that, subsequent to the Closing Date, any Person becomes a Foreign Subsidiary, whether pursuant to formation, acquisition or otherwise, (x) the Borrower Representative shall promptly notify the Administrative Agent and the Lenders thereof and (y) to the extent such Foreign Subsidiary is owned directly by any Loan Party, within 60 days after such Person becomes a Foreign Subsidiary or, if the Administrative Agent determines in its sole discretion that the Borrowers are working in good faith, such longer period as the Administrative Agent shall permit in its sole discretion, the Borrowers shall, or shall cause the applicable Loan Party to (i) pledge 65% of the issued and outstanding voting Capital Stock and 100% of the issued and outstanding non-voting Capital Stock of such Domestic Subsidiary, and (ii) to the extent certificated, deliver the original certificates evidencing such pledged Capital Stock to the Collateral Agent, for the benefit of the holders of the Obligations, together with appropriate powers executed in blank. Notwithstanding the foregoing, the Collateral Agent shall not enter into any Mortgage in respect of any Material Real Property of a Person that becomes a Domestic Subsidiary after the Restatement Date whether pursuant to formation, acquisition or otherwise, until (1) the date that occurs forty-five (45) days after the Collateral Agent has delivered to the Lenders (which may be delivered electronically) the following documents in respect of such Material Real Property: (i) a completed “life of loan” standard flood hazard determination from a third party vendor; (ii) if such real property is located in a “special flood hazard area”, (A) a notification to the Borrower of that fact and (if applicable) notification to the Borrower that flood insurance coverage is not available and (B) evidence of the receipt by the Borrower of such notice, and (C) a notice about special flood hazard area status and flood disaster assistance executed by the Borrower and any applicable Loan Party relating thereto; and (iii) if such notice is required to be provided to the Borrower and flood insurance is available in the community in which such Material Real Property is located, evidence of required flood insurance in compliance with subclause (C) of clause (d) of Part I of the defined term “Real Estate Documents” and (2) the Collateral Agent shall have received written confirmation from the Lenders that flood insurance due diligence and flood insurance compliance have been completed by the Lenders (such written confirmation not to be unreasonably conditioned, withheld or delayed); provided that the Collateral Agent may enter into any such Mortgage prior to the notice period specified above upon receipt of the written confirmation described in clause (2) above and provided further that the Borrower’s obligations under Section 5.12(a) to grant a Mortgage of any Material Real Property within the 60-day time period described herein shall be extended for so long as is required to ensure compliance with the requirements of clause (2) above. (b) In the event that, on or subsequent to the Restatement Date, any Person becomes a Foreign Subsidiary (including pursuant to the Ocean Acquisition) or a Foreign Subsidiary ceases to be an Excluded Subsidiary, whether pursuant to formation, acquisition or otherwise, (x) the Borrower shall promptly notify the Collateral Agent thereof, and (y) to the extent such Foreign Subsidiary is owned directly by any Loan Party, within sixty (60) days after such Person becomes a Foreign Subsidiary or, if the Collateral Agent determines in its sole discretion that the Borrower is working in good faith, such longer period as the Collateral Agent shall permit, the Borrower shall, or shall cause the applicable Loan Party to (i) pledge all of the Administrative Agent Capital Stock of such Foreign Subsidiary (provided that, the pledge of the voting Capital Stock of any such Foreign Subsidiary that is a CFC shall be limited to 65% of the issued and outstanding voting Capital Stock of such Foreign Subsidiary) to the Collateral Agent, for the benefit of the holders of the Obligations, as security for the Obligations pursuant to a pledge agreement in form and substance reasonably satisfactory to the Administrative Collateral Agent, (ii) to the extent certificated, deliver the original certificates evidencing such pledged Capital Stock, if any, Stock to the Administrative Collateral Agent, together with appropriate powers executed in blank and (iii) deliver all such other documentation (including, without limitation, certified organizational documents, resolutions, lien searches and legal opinions) and to take all such other actions as the Administrative Collateral Agent may reasonably request provided, that Liens on the Capital Stock of (or other ownership interest in) a Foreign Subsidiary that are required to be pledged shall be documented under U.S. law if the cost of providing a local law pledge exceeds the benefit to Lenders, as determined by Administrative Agent in its reasonable discretion; provided further that in no event shall any Capital Stock of any non-wholly owned Foreign Subsidiary be pledged hereunder to the extent that the granting of a security interest in such Capital Stock is prohibited by the applicable joint-venture, shareholder, stock purchase or similar agreementrequest. (c) The Borrowers agree thatNo Foreign Subsidiary that is a CFC shall be required to become a Guarantor or grant any Lien or otherwise pledge any of its assets as Collateral pursuant to Section 5.12(a) or under any other Loan Document. (d) (i) Within thirty (30) days after Norfolk Holdings becomes a Subsidiary of the Parent (or such longer period as the Collateral Agent may reasonably agree), following the delivery Borrower shall cause Norfolk Holdings to become a new Guarantor and to grant Liens in favor of the Collateral Agent in all of its personal property that would otherwise constitute Collateral by executing and delivering to the Collateral Agent a Joinder Agreement substantially in the form of Exhibit 5.12 or otherwise in form and substance reasonably satisfactory to the Collateral Agent, and authorizing and delivering, at the request of the Collateral Agent, such UCC financing statements or similar instruments required by the Collateral Agent to perfect the Liens in favor of the Collateral Agent, for the benefit of Secured Parties, and granted under any of the Loan Documents and (ii) within sixty (60) days after Norfolk Holdings becomes a Subsidiary of the Parent (or such longer period as the Collateral Agent may reasonably agree), the Borrower shall deliver all such other documentation (including, without limitation, certified organizational documents, resolutions, lien searches and requested Real Estate Documents) and to take all such other actions as Norfolk Holdings would have been required to deliver and take pursuant to Section 3.1 if Norfolk Holdings had been a Loan Party on the Restatement Date or that Norfolk Holdings would be required to deliver pursuant to Section 5.13 with respect to any Material Real Property. In addition, within thirty (30) days after Norfolk Holdings becomes a Subsidiary of the Parent, the Borrower shall, or shall cause the Parent to (i) pledge all of the Capital Stock of Norfolk Holdings to the Collateral Agent, for the benefit of the holders of the Obligations, as security for the Obligations by executing and delivering such documentation as reasonably required by Collateral Agent in form and substance reasonably satisfactory to the Collateral Agent, and (ii) to the extent certificated, deliver the original certificates evidencing such pledged Capital Stock to the Collateral Agent, for the benefit of the holders of the Obligations, together with appropriate powers executed in blank. Notwithstanding the foregoing, the Collateral Agent shall not enter into any Mortgage in respect of any Material Real Property of Norfolk Holdings, until (1) the date that occurs forty-five (45) days after the Collateral Documents Agent has delivered to the Lenders (which may be delivered electronically) the following documents in respect of such Material Real Property: (i) a completed “life of loan” standard flood hazard determination from a third party vendor; (ii) if such real property is located in a “special flood hazard area”, (A) a notification to the Borrower of that fact and (if applicable) notification to the Borrower that flood insurance coverage is not available and (B) evidence of the receipt by the Borrower of such notice, and (C) a notice about special flood hazard area status and flood disaster assistance executed by the Borrower and any applicable Loan Party relating thereto; and (iii) if such notice is required to be executed provided to the Borrower and delivered by this Sectionflood insurance is available in the community in which such Material Real Property is located, evidence of required flood insurance in compliance with subclause (C) of clause (d) of Part I of the Administrative defined term “Real Estate Documents” and (2) the Collateral Agent shall have received written confirmation from the Lenders that flood insurance due diligence and flood insurance compliance have been completed by the Lenders (such written confirmation not to be unreasonably conditioned, withheld or delayed); provided that the Collateral Agent may enter into any such Mortgage prior to the notice period specified above upon receipt of the written confirmation described in clause (2) above and provided further that the Borrower’s obligations under Section 5.12(d) to grant a valid and enforceable, first priority perfected Lien on Mortgage of any Material Real Property within the property 60-day time period described herein shall be extended for so long as is required to be pledged pursuant to subsections ensure compliance with the requirements of clause (a2) and (b) of this Section (to the extent that such Lien can be perfected by execution, delivery and/or recording of the Collateral Documents or UCC financing statements, or possession of such Collateral), free and clear of all Liens other than Permitted Liens. All actions to be taken pursuant to this Section shall be at the expense of the Borrowers or the applicable Loan Party, and shall be taken to the reasonable satisfaction of the Administrative Agentabove.

Additional Subsidiaries and Collateral. (a) In the event that, subsequent to the Closing Date, any Person becomes a wholly-owned Subsidiary of Borrower Representative (including any Subsidiary that is not wholly-owned solely as a result of directors’ qualifying shares required by applicable lawother than an Excluded Subsidiary), whether pursuant to formation, acquisition Acquisition or otherwise, (x) the Borrower Representative shall promptly notify the Administrative Agent and the Lenders thereof and (y) within 30 days after such Person becomes a wholly-owned Subsidiary (or such later date as agreed to by the Administrative Agent)Subsidiary, the Borrowers Borrower shall cause such Subsidiary (i) to become a new Guarantor (unless such Subsidiary (1) is a Foreign Subsidiary and adverse tax consequences could reasonably be expected to result from making such Subsidiary a Guarantor, (2) is prohibited by law from becoming a Guarantor, (3) is a Subsidiary of a Foreign Subsidiary that is not required to be a Guarantor or (4) the primary assets of such Subsidiary are Capitol Stock or Indebtedness of a Foreign Subsidiary and adverse tax consequences could reasonably be expected to result from making such Subsidiary a Guarantor) and to grant Liens in favor of the Administrative Agent in all of its personal property by executing and delivering to the Administrative Agent a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, executing and delivering a Copyright Security Agreement, Patent Security Agreement and Trademark Security Agreement, as applicable, and authorizing and delivering, at the request of the Administrative Agent, such UCC financing statements or similar instruments required by the Administrative Agent to perfect the Liens in favor of the Administrative Agent and granted under any of the Loan Documents, provided, that no Domestic Loan Party shall be required (ii) to take any action under the law of any non-U.S. jurisdiction grant Liens in order to create or perfect a security interest in any assets of any Borrower or Loan Party which assets are either located outside favor of the United States or would require action under the law Administrative Agent in all fee ownership interests in all Real Estate with a fair market value in excess of any non-U.S. jurisdiction in order to create or perfect a security interest therein (other than, subject $7,500,000 by executing and delivering to the limitations set forth in Administrative Agent such Real Estate Documents as the paragraph below, stock of a first-tier Foreign Subsidiary of any Borrower or Domestic Loan Party)Administrative Agent shall require, and (iiiii) to deliver all such other documentation (including, without limitation, certified organizational documents, resolutions, lien searches, title insurance policies, surveys, environmental reports and legal opinions) reasonably requested by Administrative Agent and consistent with the documents delivered by the to take all such other actions as such Subsidiary would have been required to deliver and take pursuant to Section 3.1 if such Subsidiary had been a Loan Parties Party on or prior to the Closing Date or that such Subsidiary would be required to deliver pursuant to Section 3.1(b)5.13 with respect to any Real Estate. In addition, within 30 45 days after the date any Person becomes a Domestic Subsidiary of the Borrower Representative (or such later date as agreed to by the Administrative Agent)Subsidiary, the Borrower Representative shall, or shall cause the applicable Loan Party to (i) pledge all of the Capital Stock of such Domestic Subsidiary owned by a Loan Party to the Administrative Agent as security for the Obligations by executing and delivering a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, and (ii) deliver the original certificates evidencing such pledged Capital Stock (if any) to the Administrative Agent, together with appropriate powers executed in blank; provided that in no event shall any Capital Stock of any non-wholly owned Domestic Subsidiary be pledged hereunder to the extent that the granting of a security interest in such Capital Stock is prohibited by the applicable joint-venture, shareholder, stock purchase or similar agreement. (b) In the event thatIf, subsequent at any time and from time to time after the Closing Date, any Person becomes a Foreign Subsidiaries that are not Guarantors solely because they do not meet the thresholds set forth in the definition of “Immaterial Subsidiary” comprise in the aggregate more than 5.0% of Consolidated Total Assets or more than 5.0% of Consolidated EBITDA, whether in each case, as of the end of the most recently ended Fiscal Quarter for which financial statements have been delivered (or were required to be delivered) pursuant to formationSection 5.1(b), acquisition or otherwise, (x) then the Borrower Representative shall promptly notify shall, not later than five (5) Business Days after the Administrative Agent and the Lenders thereof and date by which financial statements for such Fiscal Quarter are required to be delivered pursuant to this Agreement (y) to the extent such Foreign Subsidiary is owned directly by any Loan Party, within 60 days after such Person becomes a Foreign Subsidiary or, if the Administrative Agent determines in its sole discretion that the Borrowers are working in good faith, or such longer period as the Administrative Agent shall permit may agree in its sole reasonable discretion), the Borrowers shall, or shall cause the applicable Loan Party to (i) pledge 65% of the issued and outstanding voting Capital Stock and 100% of the issued and outstanding non-voting Capital Stock of such Foreign Subsidiary owned by such Loan Party designate in writing to the Administrative Agent one or more of such Subsidiaries as security for the Obligations pursuant to a pledge agreement in form and substance reasonably satisfactory to the Administrative Agent, no longer being an “Immaterial Subsidiary” (ii) deliver the original certificates evidencing such pledged Capital Stock, if any, to the Administrative Agent, together with appropriate powers executed in blank and (iii) deliver all such other documentation (including, without limitation, certified organizational documents, resolutions, lien searches and legal opinions) and to take all such other actions as the Administrative Agent may reasonably request provided, that Liens on the Capital Stock of (or other ownership interest in) a Foreign Subsidiary that are required to be pledged shall be documented under U.S. law if the cost of providing a local law pledge exceeds the benefit to Lenders, as determined by Administrative Agent in its reasonable discretion; provided further that in no event shall any Capital Stock of any non-wholly owned Foreign Subsidiary be pledged hereunder to the extent that the granting of a security interest in such Capital Stock is prohibited by the applicable joint-venture, shareholder, stock purchase or similar agreement.to (c) The Borrowers agree Borrower agrees that, following the delivery of any Collateral Documents required to be executed and delivered by this Section, the Administrative Agent shall have a valid and enforceable, first priority perfected Lien on the property required to be pledged pursuant to subsections (a) and (b) of this Section (to the extent that such Lien can be perfected by execution, delivery and/or recording of the Collateral Documents or UCC financing statements, or possession of such Collateral), free and clear of all Liens other than Permitted Liens. All actions to be taken pursuant to this Liens expressly permitted by Section shall be at the expense of the Borrowers or the applicable Loan Party, and shall be taken to the reasonable satisfaction of the Administrative Agent7.

Additional Subsidiaries and Collateral. (a) In the event that, subsequent to the Closing Date, any Person becomes a wholly-owned Subsidiary of Borrower Representative (including any Subsidiary that is not wholly-owned solely as a result of directors’ qualifying shares required by applicable law)Domestic Subsidiary, whether pursuant to formation, acquisition or otherwise, (x) the Borrower Representative shall promptly notify the Administrative Agent and the Lenders thereof and (y) within 30 days after such Person becomes a wholly-owned Subsidiary (or such later date as agreed to by the Administrative Agent)Domestic Subsidiary, the Borrowers Borrower shall cause such Domestic Subsidiary (i) to become a new Guarantor (unless such Subsidiary (1) is a Foreign Subsidiary and adverse tax consequences could reasonably be expected to result from making such Subsidiary a Guarantor, (2) is prohibited by law from becoming a Guarantor, (3) is a Subsidiary of a Foreign Subsidiary that is not required to be a Guarantor or (4) the primary assets of such Subsidiary are Capitol Stock or Indebtedness of a Foreign Subsidiary and adverse tax consequences could reasonably be expected to result from making such Subsidiary a Guarantor) and to grant Liens in favor of the Administrative Agent in all of its personal property by executing and delivering to the Administrative Agent a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, executing and delivering a Copyright Security Agreement, Patent Security Agreement and Trademark Security Agreement, as applicable, and authorizing and delivering, at the request of the Administrative Agent, such UCC financing statements or similar instruments required by the Administrative Agent to perfect the Liens in favor of the Administrative Agent and granted under any of the Loan Documents, provided, that no Domestic Loan Party shall be required (ii) to take any action under the law of any non-U.S. jurisdiction grant Liens in order to create or perfect a security interest in any assets of any Borrower or Loan Party which assets are either located outside favor of the United States or would require action under the law of any nonAdministrative Agent in all interests in fee-U.S. jurisdiction in order to create or perfect a security interest therein (other than, subject owned Real Estate by executing and delivering to the limitations set forth in Administrative Agent such Real Estate Documents as the paragraph below, stock of a first-tier Foreign Subsidiary of any Borrower or Domestic Loan Party)Administrative Agent shall require, and (iiiii) to deliver all such other documentation (including, without limitation, certified organizational documents, resolutions, lien searches, title insurance policies, surveys, environmental reports and legal opinions) reasonably requested by Administrative Agent and consistent with the documents delivered by the to take all such other actions as such Subsidiary would have been required to deliver and take pursuant to Section 3.1 if such Subsidiary had been a Loan Parties Party on or prior to the Closing Date or that such Subsidiary would be required to deliver pursuant to Section 3.1(b)5.13 with respect to any Real Estate. In addition, within 30 days after the date any Person becomes a Domestic Subsidiary of the Borrower Representative (or such later date as agreed to by the Administrative Agent)Subsidiary, the Borrower Representative shall, or shall cause the applicable Loan Party to (i) pledge all of the Capital Stock of such Domestic Subsidiary owned by a Loan Party to the Administrative Agent as security for the Obligations by executing and delivering a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, and (ii) deliver the original certificates evidencing such pledged Capital Stock (if any) to the Administrative Agent, together with appropriate powers executed in blank; provided that in no event shall any Capital Stock of any non-wholly owned Domestic Subsidiary be pledged hereunder to the extent that the granting of a security interest in such Capital Stock is prohibited by the applicable joint-venture, shareholder, stock purchase or similar agreement. (b) In the event that, subsequent to the Closing Date, any Person becomes a Foreign Subsidiary, whether pursuant to formation, acquisition or otherwise, (x) the Borrower Representative shall promptly notify the Administrative Agent and the Lenders thereof and (y) to the extent such Foreign Subsidiary is owned directly by any Loan Party, within 60 days after such Person becomes a Foreign Subsidiary or, if the Administrative Agent determines in its sole discretion that the Borrowers are Borrower is working in good faith, such longer period as the Administrative Agent shall permit in its sole discretionnot to exceed 60 additional days, the Borrowers Borrower shall, or shall cause the applicable Loan Party to (i) pledge all of the Capital Stock of such Foreign Subsidiary (or, if the pledge of all of the voting Capital Stock of such Foreign Subsidiary would result in materially adverse tax consequences, then such pledge shall be limited to 65% of the issued and outstanding voting Capital Stock and 100% of the issued and outstanding non-voting Capital Stock of such Foreign Subsidiary owned by such Loan Party Subsidiary, as applicable) to the Administrative Agent as security for the Obligations pursuant to a pledge agreement in form and substance reasonably satisfactory to the Administrative Agent, (ii) deliver the original certificates certificates, if any, evidencing such pledged Capital Stock, if any, Stock to the Administrative Agent, together with appropriate powers executed in blank and (iii) deliver all such other documentation (including, without limitation, certified organizational documents, resolutions, lien searches and legal opinions) and to take all such other actions as the Administrative Agent may reasonably request provided, that Liens on the Capital Stock of (or other ownership interest in) a Foreign Subsidiary that are required to be pledged shall be documented under U.S. law if the cost of providing a local law pledge exceeds the benefit to Lenders, as determined by Administrative Agent in its reasonable discretion; provided further that in no event shall any Capital Stock of any non-wholly owned Foreign Subsidiary be pledged hereunder to the extent that the granting of a security interest in such Capital Stock is prohibited by the applicable joint-venture, shareholder, stock purchase or similar agreementrequest. (c) The Borrowers agree Borrower agrees that, following the delivery of any Collateral Documents required to be executed and delivered by this Section, the Administrative Agent shall have a valid and enforceable, first priority perfected Lien on the property required to be pledged pursuant to subsections (a) and (b) of this Section (to the extent that such Lien can be perfected by execution, delivery and/or recording of the Collateral Documents or UCC financing statements, or possession of such Collateral), free and clear of all Liens other than Permitted LiensLiens expressly permitted by Section 7.2. All actions to be taken pursuant to this Section shall be at the expense of the Borrowers Borrower or the applicable Loan Party, and shall be taken to the reasonable satisfaction of the Administrative Agent.

Additional Subsidiaries and Collateral. (a) In Within 75 days after the event thatend of the second Fiscal Quarter of each Fiscal Year of the Borrower (or, subsequent if the Administrative Agent determines in its sole discretion that the Borrower is working in good faith, such longer period as the Administrative Agent shall permit not to exceed 60 additional days), commencing with the Closing Date2020 Fiscal Year, the Borrower will (i) cause each Domestic Subsidiary that is a Material Subsidiary (excluding any Excluded Subsidiary, any Person becomes a wholly-owned Specified Subsidiary of Borrower Representative (including and any Subsidiary that is not wholly-owned solely as already a result of directors’ qualifying shares required by applicable law), whether pursuant to formation, acquisition or otherwise, Guarantor) (xa “Joining Guarantor”) the Borrower Representative shall promptly notify the Administrative Agent and the Lenders thereof and (y) within 30 days after such Person becomes a wholly-owned Subsidiary (or such later date as agreed to by the Administrative Agent), the Borrowers shall cause such Subsidiary (iA) to become a new Guarantor (unless such Subsidiary (1) is a Foreign Subsidiary and adverse tax consequences could reasonably be expected to result from making such Subsidiary a Guarantor, (2) is prohibited by law from becoming a Guarantor, (3) is a Subsidiary of a Foreign Subsidiary that is not required to be a Guarantor or (4) the primary assets of such Subsidiary are Capitol Stock or Indebtedness of a Foreign Subsidiary and adverse tax consequences could reasonably be expected to result from making such Subsidiary a Guarantor) and to grant Liens in favor of the Administrative Agent in all of its personal property subject to the Guaranty and Security Agreement by executing and delivering to the Administrative Agent a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, executing and delivering a Copyright Security Agreement, Patent Security Agreement and Trademark Security Agreement, as and to the extent applicable, and authorizing and delivering, at the request of the Administrative Agent, such UCC financing statements or similar instruments required by the Administrative Agent to perfect the Liens in favor of the Administrative Agent and granted under any of the Loan Documents, provided, that no Domestic Loan Party shall be required to take any action under the law of any non-U.S. jurisdiction in order to create or perfect a security interest in any assets of any Borrower or Loan Party which assets are either located outside of the United States or would require action under the law of any non-U.S. jurisdiction in order to create or perfect a security interest therein (other than, subject to the limitations set forth in the paragraph below, stock of a first-tier Foreign Subsidiary of any Borrower or Domestic Loan Party), and (iiB) to deliver all such other documentation (including, without limitation, certified organizational documents, resolutions, lien searchessearches and, title insurance policies, surveys, environmental reports and legal opinions) reasonably if requested by Administrative Agent and consistent with the documents delivered by the Loan Parties on or prior to the Closing Date pursuant to Section 3.1(b). In addition, within 30 days after the date any Person becomes a Domestic Subsidiary of the Borrower Representative (or such later date as agreed to by the Administrative Agent, legal opinions, provided, that legal opinions shall only be required for a Joining Guarantor having a fair market value in excess of $50,000,000) and to take all such other actions as such Joining Guarantor would have been required to deliver and take pursuant to Section 3.1 if such Joining Guarantor had been a Loan Party on the Closing Date, (C) to comply with Section 5.11, and (D) to deliver Collateral Access Agreements with respect to leased Real Estate (to the extent the landlord of any such leased Real Estate is a PropCo Landlord or a landlord under a Material Master Lease), in each case, of the Borrower Representative shalltype required under Section 5.13, (ii) pledge, or shall cause the applicable Loan Party to (i) pledge pledge, all of the Capital Stock of such Domestic Subsidiary owned by a Loan Party Joining Guarantor to the Administrative Agent as security for the Obligations by executing and delivering a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, and (iiiii) deliver the original certificates (if any and to the extent not prohibited under applicable law) evidencing such pledged Capital Stock (if any) to the Administrative Agent, together with appropriate powers executed in blank; provided that in no event shall any Capital Stock of any non-wholly owned Domestic Subsidiary be pledged hereunder to the extent that the granting of a security interest in such Capital Stock is prohibited by the applicable joint-venture, shareholder, stock purchase or similar agreement. (b) In Within 75 days after the event that, subsequent to end of the Closing Date, any Person becomes a Foreign Subsidiary, whether pursuant to formation, acquisition or otherwise, (x) second Fiscal Quarter of each Fiscal Year of the Borrower Representative shall promptly notify the Administrative Agent and the Lenders thereof and (y) to the extent such Foreign Subsidiary is owned directly by any Loan Party, within 60 days after such Person becomes a Foreign Subsidiary or, if the Administrative Agent determines in its sole discretion that the Borrowers are Borrower is working in good faith, such longer period as the Administrative Agent shall permit in its sole discretionnot to exceed 60 additional days), commencing with the 2020 Fiscal Year, the Borrowers shall, or Borrower shall (i) cause the applicable Loan Parties to pledge all of the Capital Stock of each Foreign Subsidiary and each Pass-Through Foreign Holdco that is a Material Subsidiary (excluding any Excluded Subsidiaries) to the extent such Capital Stock is owned directly by a Loan Party to (i) the Administrative Agent as security for the Obligations pursuant to the Guaranty and Security Agreement; provided that, in the case of any such Foreign Subsidiary that is a CFC and any such Pass-Through Foreign Holdco, such pledge shall be limited to 65% of the issued and outstanding voting Capital Stock and 100% of the issued and outstanding non-voting Capital Stock of such Foreign Subsidiary owned by or such Loan Party to the Administrative Agent Pass-Through Foreign Holdco, as security for the Obligations pursuant to a pledge agreement in form and substance reasonably satisfactory to the Administrative Agentapplicable, (ii) deliver the original certificates (if any and to the extent not prohibited under applicable law) evidencing such pledged Capital Stock, if any, Stock to the Administrative Agent, together with appropriate powers executed in blank and (iii) deliver all such other documentation (including, without limitation, certified organizational documents, resolutions, lien searches and and, if requested by the Administrative Agent, legal opinions) and to take all such other actions as the Administrative Agent may reasonably request provided, that Liens on the Capital Stock of (or other ownership interest in) a Foreign Subsidiary that are required to be pledged shall be documented under U.S. law if the cost of providing a local law pledge exceeds the benefit to Lenders, as determined by Administrative Agent in its reasonable discretion; provided further that in no event shall any Capital Stock of any non-wholly owned Foreign Subsidiary be pledged hereunder to the extent that the granting of a security interest in such Capital Stock is prohibited by the applicable joint-venture, shareholder, stock purchase or similar agreementrequest. (c) If (i) the Leverage Ratio for the four consecutive Fiscal Quarter period ending on the end of any Fiscal Quarter, commencing with the Fiscal Quarter ending on or about December 31, 2019, is greater than 2.00:1.00 and (ii) as of the end of such Fiscal Quarter either (x) the aggregate assets of all Subsidiaries of the Borrower (other than Excluded Subsidiaries and Specified Subsidiaries) that are not Subsidiary Loan Parties as of such date are in excess of 20.0% of the total assets of the Borrower and its Subsidiaries determined on a consolidated basis as of US-DOCS\107476819.12 such date or (y) the aggregate revenues of all Subsidiaries of the Borrower (other than Excluded Subsidiaries and Specified Subsidiaries) that are not Subsidiary Loan Parties as of such date are in excess of 10.0% of the total revenues of the Borrower and its Subsidiaries on a consolidated basis as of such date (such percentages in clauses (x) and (y), the “Threshold Amounts”), then within 75 days after the end of such Fiscal Quarter (or with respect to the fourth Fiscal Quarter of each Fiscal Year, then within 120 days after the end of such Fiscal Quarter), the Borrower shall cause one or more of such Domestic Subsidiaries that is at such time not a Subsidiary Loan Party to become an additional Subsidiary Loan Party to the extent necessary to cause the aggregate assets and the aggregate revenue of all Subsidiaries of the Borrower that are not Subsidiary Loan Parties at such time (other than Excluded Subsidiaries and Specified Subsidiaries) to be no greater than the Threshold Amounts, by executing and delivering the documents and taking the actions described in subsection (a) above as if such Domestic Subsidiaries were Joining Guarantors. (d) The Borrowers agree Borrower agrees that, following the delivery of any Collateral Documents required to be executed and delivered by this Section, the Administrative Agent shall have a valid and enforceable, first priority perfected Lien on the property required to be pledged pursuant to subsections (a), (b) and (bc) of this Section (to the extent that such Lien can be perfected by execution, delivery and/or recording of the Collateral Documents or UCC financing statements, or possession of such Collateral), free and clear of all Liens other than Permitted LiensLiens expressly permitted by Section 7.2. All actions to be taken pursuant to this Section shall be at the expense of the Borrowers Borrower or the applicable Loan Party, and shall be taken to the reasonable satisfaction of the Administrative Agent.

Additional Subsidiaries and Collateral. (a) In As a condition to the event inclusion of any Unencumbered Pool Property in the Unencumbered Pool Value, the REIT Guarantor and the Borrower shall (a) cause (i) the Subsidiary that owns such Unencumbered Pool Property (which shall be a Person organized under the laws of any state of the United States or the District of Columbia), if not already a Guarantor, to become a Guarantor hereunder and a party to the Guaranty and Security Agreement through the execution and delivery to the Administrative Agent of a Joinder Agreement and (ii) each Subsidiary that is not a Loan Party that owns, directly or indirectly, any Capital Stock of any Subsidiary which becomes a Guarantor pursuant to clause (i) above to become a Guarantor hereunder and a party to the Guaranty and Security Agreement and to xxxxx x Xxxx in such Capital Stock pursuant to the Guaranty and Security Agreement through the execution and delivery to the Administrative Agent of a Joinder Agreement (provided that, subsequent unless such Subsidiary owns an Unencumbered Pool Property, it shall not be required to xxxxx x Xxxx on, or security interest in, any of its assets or property other than any such Capital Stock of other Subsidiary Loan Parties), in each case on or before the date on which a Property owned by any such Subsidiary is initially included as an Unencumbered Pool Property; and (b) cause each such Subsidiary to deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, certified resolutions and other organizational and authorizing documents of such Subsidiary, favorable opinions of counsel to such Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above in a customary manner), all of which shall be reasonably satisfactory to the Administrative Agent. (b) Within 15 Business Days of any Person (other than an Excluded Subsidiary) becoming a Material Subsidiary after the Closing Date, and within 15 Business Days of any Person becomes a wholly-owned Subsidiary of Borrower Representative (including any Excluded Subsidiary that is not wholly-owned solely was a Material Subsidiary ceasing to be subject to the restriction which prevented it from becoming a Guarantor as a result of directors’ qualifying shares otherwise required by applicable law)under this Agreement, whether pursuant to formation, acquisition or otherwise, (x) the REIT Guarantor and the Borrower Representative shall promptly notify (i) cause such Subsidiary to become a Guarantor hereunder through the execution and delivery to the Administrative Agent and the Lenders thereof of a Joinder Agreement and (yii) cause such Subsidiary to deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, certified resolutions and other organizational and authorizing documents of such Subsidiary, favorable opinions of counsel to such Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above in a customary manner), all of which shall be reasonably satisfactory to the Administrative Agent. Notwithstanding anything else herein to the contrary, within 30 days 15 Business Days after such Person becomes a wholly-owned Subsidiary the Closing Date (or such later date as agreed to by the Administrative AgentAgent may agree in its sole discretion), the Borrowers REIT Guarantor and the Borrower shall cause such Subsidiary (i) CHCT Indiana, LLC and CHCT Michigan, LLC to become a new Guarantor (unless such Subsidiary (1) is a Foreign Subsidiary hereunder through the execution and adverse tax consequences could reasonably be expected delivery to result from making such Subsidiary a Guarantor, (2) is prohibited by law from becoming a Guarantor, (3) is a Subsidiary the Administrative Agent of a Foreign Joinder Agreement and cause such entities to deliver such other documentation required by this Section 5.12(b). (c) The Borrower may, at its option, cause any Subsidiary that is not required to be already a Guarantor or (4) the primary assets of such Subsidiary are Capitol Stock or Indebtedness of to become a Foreign Subsidiary and adverse tax consequences could reasonably be expected to result from making such Subsidiary a Guarantor) and to grant Liens in favor of the Administrative Agent in all of its personal property Guarantor by executing and delivering to the Administrative Agent a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, executing and delivering a Copyright Security Agreement, Patent Security Joinder Agreement and Trademark Security Agreement, as applicable, and authorizing and delivering, at the request of the Administrative Agent, such UCC financing statements or similar instruments required by the Administrative Agent to perfect the Liens in favor of the Administrative Agent and granted under any of the Loan Documents, provided, that no Domestic Loan Party shall be required to take any action under the law of any non-U.S. jurisdiction in order to create or perfect a security interest in any assets of any Borrower or Loan Party which assets are either located outside of the United States or would require action under the law of any non-U.S. jurisdiction in order to create or perfect a security interest therein (other than, subject to the limitations set forth in the paragraph below, stock of a first-tier Foreign Subsidiary of any Borrower or Domestic Loan Party), and (ii) to deliver all such other documentation (including, without limitation, certified organizational documents, resolutions, lien searches, title insurance policies, surveys, environmental reports and legal opinions) reasonably requested by Administrative Agent and consistent with the documents delivered by the Loan Parties on or prior to the Closing Date pursuant to Section 3.1(b). In addition, within 30 days after the date any Person becomes a Domestic Subsidiary of the Borrower Representative (or such later date as agreed to by the Administrative Agent), the Borrower Representative shall, or shall cause the applicable Loan Party to (i) pledge all of the Capital Stock of such Domestic Subsidiary owned by a Loan Party to the Administrative Agent as security for the Obligations by executing and delivering a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, and (ii) deliver the original certificates evidencing such pledged Capital Stock (if any) to the Administrative Agent, together with appropriate powers executed in blank; provided that in no event shall any Capital Stock of any non-wholly owned Domestic Subsidiary be pledged hereunder to the extent that the granting of a security interest in such Capital Stock is prohibited by the applicable joint-venture, shareholder, stock purchase or similar agreement. (b) In the event that, subsequent to the Closing Date, any Person becomes a Foreign Subsidiary, whether pursuant to formation, acquisition or otherwise, (x) the Borrower Representative shall promptly notify the Administrative Agent and the Lenders thereof and (y) to the extent such Foreign Subsidiary is owned directly by any Loan Party, within 60 days after such Person becomes a Foreign Subsidiary or, if the Administrative Agent determines in its sole discretion that the Borrowers are working in good faith, such longer period as the Administrative Agent shall permit in its sole discretion, the Borrowers shall, or shall cause the applicable Loan Party to (i) pledge 65% of the issued and outstanding voting Capital Stock and 100% of the issued and outstanding non-voting Capital Stock of such Foreign Subsidiary owned by such Loan Party to the Administrative Agent as security for the Obligations pursuant to a pledge agreement in form and substance reasonably satisfactory to the Administrative Agent, (ii) deliver the original certificates evidencing such pledged Capital Stock, if any, to the Administrative Agent, together with appropriate powers executed in blank and (iii) deliver all such other documentation (including, without limitation, certified organizational documents, resolutions, lien searches and legal opinions) and to take all such other actions as the Administrative Agent may reasonably request provided, that Liens on the Capital Stock of (or other ownership interest in) a Foreign Subsidiary that are items required to be pledged shall be documented delivered under U.S. law if the cost of providing a local law pledge exceeds the benefit to Lenders, as determined by Administrative Agent in its reasonable discretion; provided further that in no event shall any Capital Stock of any non-wholly owned Foreign Subsidiary be pledged hereunder to the extent that the granting of a security interest in such Capital Stock is prohibited by the applicable joint-venture, shareholder, stock purchase or similar agreement. (c) The Borrowers agree that, following the delivery of any Collateral Documents required to be executed and delivered by this Section, the Administrative Agent shall have a valid and enforceable, first priority perfected Lien on the property required to be pledged pursuant to subsections immediately preceding clauses (a) and (b), as applicable. (d) Notwithstanding the foregoing, no Subsidiary may become a Guarantor in accordance with the terms of this Section unless (i) such Subsidiary is a Subsidiary of the Borrower and (ii) the Lenders have received from the Borrower any such documentation and other information requested by the Administrative Agent or any Lender pursuant to Section 10.13 at least three Business Days prior to the extent that such Lien can be perfected by execution, delivery and/or recording of the Collateral Documents or UCC financing statements, or possession proposed effectiveness of such Collateral), free and clear of all Liens other than Permitted Liens. All actions Subsidiary’s agreement to be taken pursuant to this Section shall be at the expense of the Borrowers or the applicable Loan Party, and shall be taken to the reasonable satisfaction of the Administrative Agentbecome a Guarantor.

Additional Subsidiaries and Collateral. (a) In the event that, subsequent to the Closing Date, any Person becomes a wholly-owned Domestic Subsidiary of Borrower Representative that is a Material Subsidiary (including excluding any Excluded Subsidiary, any Specified Subsidiary and any Subsidiary that is not wholly-owned solely as already a result of directors’ qualifying shares required by applicable lawGuarantor) (a “Joining Guarantor”), whether pursuant to formation, acquisition or otherwise, otherwise (including if any Domestic Subsidiary ceases to qualify as an Immaterial Subsidiary or is the subject of an Excluded Subsidiary Revocation) (x) the Borrower Representative shall promptly notify the Administrative Agent and the Lenders thereof and of any Material Real Estate owned by such Joining Guarantor and (y) within 30 60 days (or such longer period as may be agreed to by the Administrative Agent in its sole discretion) after such Person becomes a wholly-owned Subsidiary (or such later date as agreed to by the Administrative Agent)Joining Guarantor, the Borrowers Borrower shall cause such Subsidiary Joining Guarantor (iA) to become a new Guarantor (unless such Subsidiary (1) is a Foreign Subsidiary and adverse tax consequences could reasonably be expected to result from making such Subsidiary a Guarantor, (2) is prohibited by law from becoming a Guarantor, (3) is a Subsidiary of a Foreign Subsidiary that is not required to be a Guarantor or (4) the primary assets of such Subsidiary are Capitol Stock or Indebtedness of a Foreign Subsidiary and adverse tax consequences could reasonably be expected to result from making such Subsidiary a Guarantor) and to grant Liens in favor of the Administrative Agent in all of its personal property subject to the Guaranty and Security Agreement by executing and delivering to the Administrative Agent a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, executing and delivering a Copyright Security Agreement, Patent Security Agreement and Trademark Security Agreement, as and to the extent applicable, and authorizing and delivering, at the request of the Administrative Agent, such UCC financing statements or similar instruments required by the Administrative Agent to perfect the Liens in favor of the Administrative Agent and granted under any of the Loan Documents, provided, that no Domestic Loan Party shall be required to take any action under the law of any non-U.S. jurisdiction in order to create or perfect a security interest in any assets of any Borrower or Loan Party which assets are either located outside of the United States or would require action under the law of any non-U.S. jurisdiction in order to create or perfect a security interest therein (other than, subject to the limitations set forth in the paragraph below, stock of a first-tier Foreign Subsidiary of any Borrower or Domestic Loan Party), and (iiB) to deliver all such other documentation (including, without limitation, certified organizational documents, resolutions, lien searchessearches and, title insurance policies, surveys, environmental reports and legal opinions) reasonably if requested by Administrative Agent and consistent with the documents delivered by the Loan Parties on or prior to the Closing Date pursuant to Section 3.1(b). In addition, within 30 days after the date any Person becomes a Domestic Subsidiary of the Borrower Representative (or such later date as agreed to by the Administrative Agent, legal opinions, provided, that legal opinions shall only be required for a Joining Guarantor having a fair market value in excess of $25,000,000) and to take all such other actions as such Joining Guarantor would have been required to deliver and take pursuant to Section 3.1 if such Joining Guarantor had been a Loan Party on the Closing Date, (C) to comply with Section 5.11, and (D) to deliver Collateral Access Agreements with respect to leased Real Estate (to the extent the landlord of any such leased Real Estate is a PropCo Landlord, an Ensign Landlord or a landlord under a Material Master Lease), in each case, of the Borrower Representative shalltype required under Section 5.13, (ii) pledge, or shall cause the applicable Loan Party to (i) pledge pledge, all of the Capital Stock of such Domestic Subsidiary owned by a Loan Party Joining Guarantor to the Administrative Agent as security for the Obligations by executing and delivering a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, and (iiiii) deliver the original certificates (if any and to the extent not prohibited under applicable law) evidencing such pledged Capital Stock (if any) to the Administrative Agent, together with appropriate powers executed in blank. In addition, subject to Section 5.13(b), if a Mortgage Trigger Event has occurred prior to such Joining Guarantor becoming a Loan Party, within 60 days (or such longer period as may be agreed to by the Administrative Agent in its sole discretion) after such Joining Guarantor becomes a Loan Party, the Borrower shall cause such Joining Guarantor to execute and deliver to the Administrative Agent, with respect to all Material Real Estate owned by such Loan Party, such Real Estate Documents as the Administrative Agent shall require; provided that in no event owned Real Estate shall be taken as Collateral unless (i) the Administrative Agent and all Lenders have received at least 45 days advance written notice (which may be provided via email or via posting on any Capital Stock of any non-wholly owned Domestic Subsidiary datasite to which the Lenders have access) thereof and (ii) each Lender has notified (which notice may be pledged hereunder to provided via email) the extent Administrative Agent that the granting of a security interest in such Capital Stock is prohibited by the applicable joint-venture, shareholder, stock purchase or similar agreementLender has completed its flood insurance due diligence and compliance procedures. (b) In the event that, subsequent to the Closing Date, any Person becomes a Foreign Subsidiary or a Subsidiary that is a Pass-Through Foreign Holdco (in each case, other any Excluded Subsidiary or Immaterial Subsidiary) that is directly owned by a Loan Party, whether pursuant to formation, acquisition or otherwise, (x) the Borrower Representative shall promptly notify the Administrative Agent and the Lenders thereof and (y) to the extent such Foreign Subsidiary is owned directly by any Loan Party, within 60 days (or such longer period as may be agreed to by the Administrative Agent in its sole discretion) after such Person becomes a Foreign Subsidiary oror a Pass-Through Foreign Holdco, if the Administrative Agent determines in its sole discretion that the Borrowers are working in good faith, such longer period as the Administrative Agent shall permit in its sole discretionapplicable, the Borrowers Borrower shall, or shall cause the applicable Loan Party Parties to (i) pledge all of the Capital Stock of such Foreign Subsidiary or such Pass-Through Foreign Holdco to the Administrative Agent as security for the Obligations pursuant to the Guaranty and Security Agreement; provided that, in the case of any such Foreign Subsidiary that is a CFC and any such Pass-Through Foreign Holdco, such pledge shall be limited to 65% of the issued and outstanding voting Capital Stock and 100% of the issued and outstanding non-voting Capital Stock of such Foreign Subsidiary owned by or such Loan Party to the Administrative Agent Pass-Through Foreign Holdco, as security for the Obligations pursuant to a pledge agreement in form and substance reasonably satisfactory to the Administrative Agentapplicable, (ii) deliver the original certificates (if any and to the extent not prohibited under applicable law) evidencing such pledged Capital Stock, if any, Stock to the Administrative Agent, together with appropriate powers executed in blank and (iii) deliver all such other documentation (including, without limitation, certified organizational documents, resolutions, lien searches and and, if requested by the Administrative Agent, legal opinions) and to take all such other actions as the Administrative Agent may reasonably request provided, that Liens on the Capital Stock of (or other ownership interest in) a Foreign Subsidiary that are required to be pledged shall be documented under U.S. law if the cost of providing a local law pledge exceeds the benefit to Lenders, as determined by Administrative Agent in its reasonable discretion; provided further that in no event shall any Capital Stock of any non-wholly owned Foreign Subsidiary be pledged hereunder to the extent that the granting of a security interest in such Capital Stock is prohibited by the applicable joint-venture, shareholder, stock purchase or similar agreementrequest. (c) The Borrowers agree Borrower agrees that, following the delivery of any Collateral Documents required to be executed and delivered by this Section, the Administrative Agent shall have a valid and enforceable, first priority perfected Lien on the property required to be pledged pursuant to subsections (a) and or (b) of this Section (to the extent that such Lien can be perfected by execution, delivery and/or recording of the Collateral Documents or UCC financing statements, or possession of such Collateral), free and clear of all Liens other than Permitted LiensLiens expressly permitted by Section 7.2. All actions to be taken pursuant to this Section shall be at the expense of the Borrowers Borrower or the applicable Loan Party, and shall be taken to the reasonable satisfaction of the Administrative Agent.

Additional Subsidiaries and Collateral. (a) In If, after the event that, subsequent to the Closing Restatement Effective Date, any Person becomes a wholly-owned Subsidiary of Borrower Representative (including any Subsidiary that is not wholly-owned solely as a result of directors’ qualifying shares required by applicable law)Domestic Subsidiary, whether pursuant to formation, acquisition or otherwise, (x) the Borrower Representative Agent shall promptly notify the Administrative Agent and the Lenders thereof and (y) within 30 days after such Person becomes a wholly-owned Subsidiary (or such later date as agreed to by the Administrative Agent)Domestic Subsidiary, the Borrowers Borrower Agent shall cause such Domestic Subsidiary (i) to become a new Guarantor (unless such Subsidiary (1) is a Foreign Subsidiary and adverse tax consequences could reasonably be expected to result from making such Subsidiary a Guarantor, (2) is prohibited by law from becoming a Guarantor, (3) is a Subsidiary of a Foreign Subsidiary that is not required to be a Guarantor or (4) the primary assets of such Subsidiary are Capitol Stock or Indebtedness of a Foreign Subsidiary and adverse tax consequences could reasonably be expected to result from making such Subsidiary a Guarantor) and to grant Liens in favor of the Administrative Agent in all the same types of its personal property collateral as granted by the other Loan Parties by executing and delivering to the Administrative Agent a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, executing and delivering a Copyright Security Agreement, Patent Security Agreement and Trademark Security Agreement, as applicable, and authorizing and delivering, at the request of the Administrative Agent, such UCC financing statements or similar instruments required by the Administrative Agent to perfect the Liens in favor of the Administrative Agent and granted under any of the Loan Documents, provided, that no Domestic Loan Party shall be required to take any action under the law of any non-U.S. jurisdiction in order to create or perfect a security interest in any assets of any Borrower or Loan Party which assets are either located outside of the United States or would require action under the law of any non-U.S. jurisdiction in order to create or perfect a security interest therein (other than, subject to the limitations set forth in the paragraph below, stock of a first-tier Foreign Subsidiary of any Borrower or Domestic Loan Party), Documents and (ii) to deliver all such other documentation (including, without limitation, certified organizational documents, resolutions, lien searches, title insurance policies, surveys, environmental reports and legal opinions) reasonably requested by Administrative Agent and consistent with the documents delivered by the Loan Parties on or prior to the Closing Date pursuant to Section 3.1(b). In addition, within 30 days after the date any Person becomes a Domestic Subsidiary of the Borrower Representative (or such later date as agreed to by the Administrative Agent), the Borrower Representative shall, or shall cause the applicable Loan Party to (i) pledge all of the Capital Stock of such Domestic Subsidiary owned by a Loan Party to the Administrative Agent as security for the Obligations by executing and delivering a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, and (ii) deliver the original certificates evidencing such pledged Capital Stock (if any) to the Administrative Agent, together with appropriate powers executed in blank; provided that in no event shall any Capital Stock of any non-wholly owned Domestic Subsidiary be pledged hereunder to the extent that the granting of a security interest in such Capital Stock is prohibited by the applicable joint-venture, shareholder, stock purchase or similar agreement. (b) In the event that, subsequent to the Closing Date, any Person becomes a Foreign Subsidiary, whether pursuant to formation, acquisition or otherwise, (x) the Borrower Representative shall promptly notify the Administrative Agent and the Lenders thereof and (y) to the extent such Foreign Subsidiary is owned directly by any Loan Party, within 60 days after such Person becomes a Foreign Subsidiary or, if the Administrative Agent determines in its sole discretion that the Borrowers are working in good faith, such longer period as the Administrative Agent shall permit in its sole discretion, the Borrowers shall, or shall cause the applicable Loan Party to (i) pledge 65% of the issued and outstanding voting Capital Stock and 100% of the issued and outstanding non-voting Capital Stock of such Foreign Subsidiary owned by such Loan Party to the Administrative Agent as security for the Obligations pursuant to a pledge agreement in form and substance reasonably satisfactory to the Administrative Agent, (ii) deliver the original certificates evidencing such pledged Capital Stock, if any, to the Administrative Agent, together with appropriate powers executed in blank and (iii) deliver all such other documentation (including, without limitation, certified organizational documents, resolutions, lien searches and legal opinions) and to take all such other actions as the Administrative Agent may reasonably request provided, that Liens such Subsidiary would have been required to deliver and take pursuant to Section 3.1 if such Subsidiary had been a Loan Party on the Capital Stock of Restatement Effective Date. (or other ownership interest inb) a Foreign Subsidiary that are required to be pledged shall be documented under U.S. law if the cost of providing a local law pledge exceeds the benefit to Lenders, as determined by Administrative Agent in its reasonable discretion; provided further that in no event shall any Capital Stock of any non-wholly owned Foreign Subsidiary be pledged hereunder to the extent that the granting of a security interest in such Capital Stock is prohibited by the applicable joint-venture, shareholder, stock purchase or similar agreement[Reserved]. (c) The Borrowers Parent and each Borrower agree that, following the delivery of any Collateral Documents required to be executed and delivered by this Section, the Administrative Agent shall have a valid and enforceable, first first-priority perfected Lien on the property required to be pledged pursuant to subsections (a) and (b) of this Section (to the extent that such Lien can be perfected by execution, delivery and/or recording of the Collateral Documents or UCC financing statements, or possession of such Collateral), free and clear of all Liens other than Permitted Liens. All actions to be taken pursuant to this Section shall be at the expense of the Borrowers or the applicable Loan Party, and shall be taken to the reasonable satisfaction of the Administrative Agent.

Additional Subsidiaries and Collateral. (ai) In the event that, subsequent to the Closing Date, any Person becomes a wholly-owned Subsidiary Within thirty (30) days of Borrower Representative (including any Subsidiary that is not wholly-owned solely as a result of directors’ qualifying shares required by applicable law), whether pursuant to formation, acquisition or otherwise, (x) the Borrower Representative shall promptly notify the Administrative Agent and the Lenders thereof creation of any newly-formed Subsidiary (other than an Inactive Subsidiary) and (y) within 30 days after such Person becomes a wholly-owned the date that any Inactive Subsidiary ceases to qualify as an Inactive Subsidiary, and upon the acquisition of any Subsidiary permitted by Section 11.4(c) (or such later other date as agreed may be specified in any consent executed pursuant to by the Administrative AgentSection 11.4(c)), the Borrowers shall cause such Subsidiary (i) to become a new Guarantor (unless such Subsidiary (1) is a Foreign Subsidiary and adverse tax consequences could reasonably be expected to result from making such Subsidiary a Guarantor, (2) is prohibited by law from becoming a Guarantor, (3) is a Subsidiary of a Foreign Subsidiary that is not required to be a Guarantor or (4) the primary assets of such Subsidiary are Capitol Stock or Indebtedness of a Foreign Subsidiary executed and adverse tax consequences could reasonably be expected to result from making such Subsidiary a Guarantor) and to grant Liens in favor of the Administrative Agent in all of its personal property by executing and delivering delivered to the Administrative Agent (A) a supplement to Joinder Agreement such that such Subsidiary shall become a Borrower hereunder, a grantor under the Guaranty and Security Agreement and an issuer under the Pledge Agreement (and, if applicable, the parent of such Subsidiary shall become a pledgor under the Pledge Agreement), (B) subject to clause (ii) below, such other applicable Security Documents in form and substance reasonably satisfactory to the Administrative Agent such that the assets of such Subsidiary shall become Collateral for the Obligations, (C) favorable legal opinions addressed to the Administrative Agent and Lenders in form and substance satisfactory thereto with respect to such supplements and agreements and (D) such other documents and closing certificates as consistent with Article VI as may be requested by the Administrative Agent and (ii) within sixty (60) days after the joinder of such Subsidiary, a Mortgage for each parcel of real property owned or leased thereby at the time of such joinder; provided, that, with respect to any real property acquired by the -------- Company or any Borrower or in which the Company or any Borrower assumes a leasehold interest, in each case pursuant to the US Xchange Acquisition, the Company and the Borrowers shall have until the date that is ninety (90) days after the Closing Date to comply with the requirements of this Section 9.12. (b) Within sixty (60) days of the consummation by the Company or any Subsidiary of any lease (including without limitation in connection with any assignment or assumption of an existing lease to or by a new landlord) with respect to real property at which any Switch or any material Telecommunications Equipment is or is to be located, cause to be executed and delivered to the Administrative Agent in form and substance satisfactory thereto (i) (A) a copy of the lease and all related documents, (B) a legal description of the premises, (C) a Mortgage with respect to such property, (D) a landlord consent and (ii) to the extent requested by the Administrative Agent, executing (A) a mortgagee estoppel letter, (B) UCC-1 Financing Statements and delivering a Copyright Security any additional filings or recordings or actions necessary to perfect the security interests of the Lenders in all Collateral related to such premises, (C) favorable opinions of counsel to the Company addressed to the Administrative Agent and the Lenders with respect to such Mortgages and security interests and (D) each additional document, instrument or other item of information reasonably requested by the Administrative Agent. (c) In connection with the execution by the Company or any Subsidiary of any Interconnection Agreement, Patent Security use their reasonable best efforts to cause to be executed and delivered to the Administrative Agent at the time such Interconnection Agreement and Trademark Security Agreementis entered into (or as soon as reasonably practicable thereafter, or with respect to any such agreement that is in effect on the Closing Date, as applicablesoon as reasonably practicable after such date), a consent agreement regarding the Lien of the Administrative Agent in form and authorizing substance reasonably satisfactory thereto and deliveringeach additional document, at instrument or other item of information reasonably requested by the Administrative Agent. (d) Promptly deliver from time to time such additional Security Documents to the Administrative Agent upon the request of the Administrative Agent, Required Lenders with respect to any assets of any such UCC financing statements or similar instruments required by the Administrative Agent Person not subject to perfect the Liens an existing Lien in favor of the Administrative Agent and granted under any of the Loan Documents, provided, that no Domestic Loan Party shall be required to take any action under the law of any non-U.S. jurisdiction in order to create or perfect a security interest in any assets of any Borrower or Loan Party which assets are either located outside of the United States or would require action under the law of any non-U.S. jurisdiction in order to create or perfect a security interest therein (other than, subject to the limitations set forth in the paragraph below, stock of a first-tier Foreign Subsidiary of any Borrower or Domestic Loan Party), and (ii) to deliver all such other documentation (including, without limitation, certified organizational documents, resolutions, lien searches, title insurance policies, surveys, environmental reports and legal opinions) reasonably requested by Administrative Agent and consistent with the documents delivered by the Loan Parties on or prior to the Closing Date pursuant to Section 3.1(b). In addition, within 30 days after the date any Person becomes a Domestic Subsidiary of the Borrower Representative (or such later date as agreed to by the Administrative Agent), the Borrower Representative shall, or shall cause the applicable Loan Party to (i) pledge all of the Capital Stock of such Domestic Subsidiary owned by a Loan Party to the Administrative Agent as security for the Obligations by executing and delivering a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, and (ii) deliver the original certificates evidencing such pledged Capital Stock (if any) to the Administrative Agent, together with appropriate powers executed in blank; provided that in no event shall any Capital Stock ratable benefit of any non-wholly owned Domestic Subsidiary be pledged hereunder to the extent that the granting of a security interest in such Capital Stock is prohibited by the applicable joint-venture, shareholder, stock purchase or similar agreement. (b) In the event that, subsequent to the Closing Date, any Person becomes a Foreign Subsidiary, whether pursuant to formation, acquisition or otherwise, (x) the Borrower Representative shall promptly notify the Administrative Agent itself and the Lenders thereof and (y) to the extent such Foreign Subsidiary is owned directly by any Loan Party, within 60 days after such Person becomes a Foreign Subsidiary or, if the Administrative Agent determines in its sole discretion that the Borrowers are working in good faith, such longer period as the Administrative Agent shall permit in its sole discretion, the Borrowers shall, or shall cause the applicable Loan Party to (i) pledge 65% of the issued and outstanding voting Capital Stock and 100% of the issued and outstanding non-voting Capital Stock of such Foreign Subsidiary owned by such Loan Party to the Administrative Agent as security for the Obligations pursuant to a pledge agreement in form and substance reasonably satisfactory to the Administrative Agent, (ii) deliver the original certificates evidencing such pledged Capital Stock, if any, to the Administrative Agent, together with appropriate powers executed in blank and (iii) deliver all such other documentation (including, without limitation, certified organizational documents, resolutions, lien searches and legal opinions) and to take all such other actions as the Administrative Agent may reasonably request provided, that Liens on the Capital Stock of (or other ownership interest in) a Foreign Subsidiary that are required to be pledged shall be documented under U.S. law if the cost of providing a local law pledge exceeds the benefit to Lenders, as determined by Administrative Agent in its reasonable discretion; provided further that in no event shall any Capital Stock of any non-wholly owned Foreign Subsidiary be pledged hereunder to the extent that the granting of a security interest in such Capital Stock is prohibited by the applicable joint-venture, shareholder, stock purchase or similar agreement. (c) The Borrowers agree that, following the delivery of any Collateral Documents required to be executed and delivered by this Section, the Administrative Agent shall have a valid and enforceable, first priority perfected Lien on the property required to be pledged pursuant to subsections (a) and (b) of this Section (to the extent that such Lien can be perfected by execution, delivery and/or recording of the Collateral Documents or UCC financing statements, or possession of such Collateral), free and clear of all Liens other than Permitted Liens. All actions to be taken pursuant to this Section shall be at the expense of the Borrowers or the applicable Loan Party, and shall be taken to the reasonable satisfaction of the Administrative Agent.

Additional Subsidiaries and Collateral. (a) In the event that, subsequent to the Closing Date, any Person becomes a wholly-owned Material Subsidiary of the Borrower Representative (including any Material Subsidiary that is not wholly-owned solely as a result of directors’ qualifying shares required by applicable law), whether pursuant to formation, acquisition or otherwiseotherwise (including any Immaterial Subsidiaries that cease to qualify as Immaterial Subsidiaries), (x) the Borrower Representative shall promptly notify the Administrative Agent and the Lenders thereof and (y) within 30 sixty (60) days after such Person becomes a wholly-owned Subsidiary (or such later date as agreed to by the Administrative Agent), the Borrowers Borrower shall cause such Subsidiary (i) to become a new Guarantor (unless such Subsidiary (1) is a Foreign Subsidiary and adverse tax consequences could reasonably be expected to result from making such Subsidiary a Guarantor, (2) is prohibited by law from becoming a Guarantor, (3) is a Subsidiary of a Foreign Subsidiary that is not required to be a Guarantor or (4) the primary assets of such Subsidiary are Capitol Capital Stock or Indebtedness of a Foreign Subsidiary and adverse tax consequences could reasonably be expected to result from making such Subsidiary a Guarantor) and to grant Liens in favor of the Administrative Agent in all of its personal property by executing and delivering to the Administrative Agent a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, executing and delivering a Copyright Security Agreement, Patent Security Agreement and Trademark Security Agreement, as applicable, and authorizing and delivering, at the request of the Administrative Agent, such UCC financing statements or similar instruments required by the Administrative Agent to perfect the Liens in favor of the Administrative Agent and granted under any of the Loan Documents, ; provided, that no Domestic Loan Party shall be required to take any action under the law of any non-U.S. jurisdiction in order to create or perfect a security interest in any assets of any the Borrower or Loan Party which assets are either located outside of the United States or would require action under the law of any non-U.S. jurisdiction in order to create or perfect a security interest therein (other than, subject to the limitations set forth in the paragraph below, stock of a first-tier Foreign Subsidiary of any Borrower or Domestic Loan Party), and (ii) to deliver all such other documentation (including, without limitation, certified organizational documents, resolutions, lien searches, title insurance policies, surveys, environmental reports searches and legal opinions) reasonably requested by Administrative Agent and consistent with the documents delivered by the Loan Parties on or prior to the Closing Date pursuant to Section 3.1(b4.01(a)(iii). In addition, within 30 sixty (60) days after the date any Person becomes a Domestic Subsidiary of the Borrower Representative a Loan Party (or such later date as agreed to by the Administrative Agent), the Borrower Representative shall, or shall cause the applicable Loan Party to (i) pledge all of the Capital Stock of such Domestic Subsidiary owned by a Loan Party to the Administrative Agent as security for the Obligations by executing and delivering a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, and (ii) deliver the original certificates evidencing such pledged Capital Stock (if any) to the Administrative Agent, together with appropriate powers executed in blank; provided that in no event shall any Capital Stock of any non-wholly owned Domestic Subsidiary be pledged hereunder to the extent that the granting of a security interest in such Capital Stock is prohibited by the applicable joint-venture, shareholder, stock purchase or similar agreement. (b) In the event that, subsequent to the Closing Date, any Person becomes a Foreign Subsidiary, whether pursuant to formation, acquisition or otherwise, (x) the Borrower Representative shall promptly notify the Administrative Agent and the Lenders thereof and (y) to the extent such Foreign Subsidiary is owned directly by any Loan Party, within 60 days after such Person becomes a Foreign Subsidiary or, if the Administrative Agent determines in its sole discretion that the Borrowers are working in good faith, such longer period as the Administrative Agent shall permit in its sole discretion, the Borrowers Borrower shall, or shall cause the applicable Loan Party to (i) pledge 65% of the issued and outstanding voting Capital Stock and 100% of the issued and outstanding non-voting Capital Stock of such Foreign Subsidiary owned by such Loan Party to the Administrative Agent as security for the Obligations pursuant to a pledge agreement in form and substance reasonably satisfactory to the Administrative Agent, (ii) deliver the original certificates evidencing such pledged Capital Stock, if any, to the Administrative Agent, together with appropriate powers executed in blank and (iii) deliver all such other documentation (including, without limitation, certified organizational documents, resolutions, lien searches and legal opinions) and to take all such other actions as the Administrative Agent may reasonably request provided, that Liens on the Capital Stock of (or other ownership interest in) a Foreign Subsidiary that are required to be pledged shall be documented under U.S. law if the cost of providing a local law pledge exceeds the benefit to Lenderslaw; provided, as determined by Administrative Agent in its reasonable discretion; provided further that in no event shall any Capital Stock of any non-wholly owned Foreign Subsidiary be pledged hereunder to the extent that the granting of a security interest in such Capital Stock is prohibited by the applicable joint-venture, shareholder, stock purchase or similar agreement. (c) The Borrowers agree Borrower agrees that, following the delivery of any Collateral Documents required to be executed and delivered by this Section, the Administrative Agent shall have a valid and enforceable, first priority perfected Lien on the property required to be pledged pursuant to subsections (a) and (b) of this Section (to the extent that such Lien can be perfected by execution, delivery and/or recording of the Collateral Documents or UCC financing statements, or possession of such Collateral), free and clear of all Liens other than Permitted Liens. All actions to be taken pursuant to this Section shall be at the expense of the Borrowers Borrower or the applicable Loan Party, and shall be taken to the reasonable satisfaction of the Administrative Agent.

Additional Subsidiaries and Collateral. (a) In the event that, subsequent to the Closing Date, any Person becomes a wholly-owned Subsidiary of Borrower Representative (including any Subsidiary that is not wholly-owned solely as a result of directors’ qualifying shares required by applicable law)Domestic Subsidiary, whether pursuant to formation, acquisition or otherwise, (x) the Borrower Representative shall promptly notify the Administrative Collateral Agent and the Lenders thereof and (y) within 30 days (or such later period of time as the Required Lenders may agree) after such Person becomes a wholly-owned Subsidiary (or such later date as agreed to by the Administrative Agent)Domestic Subsidiary, the Borrowers Borrower shall cause such Domestic Subsidiary (i) to become a new Guarantor (unless such Subsidiary (1) is a Foreign Subsidiary and adverse tax consequences could reasonably be expected to result from making such Subsidiary a Guarantor, (2) is prohibited by law from becoming a Guarantor, (3) is a Subsidiary of a Foreign Subsidiary that is not required to be a Guarantor or (4) the primary assets of such Subsidiary are Capitol Stock or Indebtedness of a Foreign Subsidiary and adverse tax consequences could reasonably be expected to result from making such Subsidiary a Guarantor) and to grant Liens in favor of the Administrative Collateral Agent in all of its personal property by executing and delivering to the Administrative Collateral Agent a supplement joinder to the Guaranty and Security Agreement in the form and substance reasonably satisfactory attached as Annex I to the Administrative Agent, executing and delivering a Copyright Security Agreement, Patent Security Agreement and Trademark Security Agreement, as applicable, and authorizing and delivering, at the request of the Administrative AgentCollateral Agent or the Required Lenders, such UCC financing statements or similar instruments required by the Administrative Collateral Agent or the Required Lenders to perfect the Liens in favor of the Administrative Collateral Agent and granted under any of the Loan Documents, provided, that no Domestic Loan Party shall be required (ii) to take any action under the law of any non-U.S. jurisdiction grant Liens in order to create or perfect a security interest in any assets of any Borrower or Loan Party which assets are either located outside favor of the United States or would require action under the law of any non-U.S. jurisdiction Collateral Agent in order to create or perfect a security interest therein (other than, subject all interests in Material Real Estate by executing and delivering to the limitations set forth in Collateral Agent and the paragraph below, stock of a first-tier Foreign Subsidiary of any Borrower or Domestic Loan Party)Lenders such Real Estate Documents as the Collateral Agent shall require, and (iiiii) to deliver all such other documentation (including, without limitation, certified organizational documents, resolutions, lien searches, title insurance policies, surveys, environmental reports and legal opinions) reasonably requested by Administrative Agent and consistent with the documents delivered by the to take all such other actions as such Subsidiary would have been required to deliver and take pursuant to Section 3.1 if such Subsidiary had been a Loan Parties Party on or prior to the Closing Date or that such Subsidiary would be required to deliver pursuant to Section 3.1(b)5.13 with respect to any Real Estate. In addition, within 30 days (or such later period of time as the Required Lenders may agree) after the date any Person becomes a Domestic Subsidiary of the Borrower Representative (or such later date as agreed to by the Administrative Agent)Subsidiary, the Borrower Representative shall, or shall cause the applicable Loan Party to (i) pledge all of the Capital Stock Equity Interests of such Domestic Subsidiary owned by a Loan Party to the Administrative Collateral Agent as security for the Obligations by executing and delivering a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative AgentCollateral Agent and the Required Lenders, and (ii) deliver the original certificates evidencing such pledged Capital Stock (if any) Equity Interests to the Administrative AgentCollateral Agent or the First Lien Agent as bailee for the Collateral Agent pursuant to the Intercreditor Agreement, together with appropriate powers executed in blank; provided that in no event shall any Capital Stock of any non-wholly owned Domestic Subsidiary be pledged hereunder to the extent that the granting of a security interest in such Capital Stock is prohibited by the applicable joint-venture, shareholder, stock purchase or similar agreement. (b) In the event that, subsequent to the Closing Date, any Person becomes a Foreign Subsidiary, whether pursuant to formation, acquisition or otherwise, (x) the Borrower Representative shall promptly notify the Administrative Collateral Agent and the Lenders thereof and (y) to the extent such Foreign Subsidiary is owned directly by any Loan Party, within 60 days after such Person becomes a Foreign Subsidiary or, if the Administrative Agent determines Required Lenders determine in its their sole discretion that the Borrowers are Borrower is working in good faith, such longer period as the Administrative Agent Required Lenders shall permit in its sole discretionnot to exceed 60 additional days, the Borrowers Borrower shall, or shall cause the applicable Loan Party to (i) pledge all of the Equity Interests of such Foreign Subsidiary (or, if the pledge of all of the voting Equity Interests of such Foreign Subsidiary would result in materially adverse tax consequences, then such pledge shall be limited to 65% of the issued and outstanding voting Capital Stock Equity Interests and 100% of the issued and outstanding non-voting Capital Stock Equity Interests of such Foreign Subsidiary owned by such Loan Party Subsidiary, as applicable) to the Administrative Collateral Agent as security for the Obligations pursuant to a pledge agreement in form and substance reasonably satisfactory to the Administrative AgentCollateral Agent and the Required Lenders, (ii) deliver the original certificates evidencing such pledged Capital Stock, if any, Equity Interests to the Administrative AgentCollateral Agent or the First Lien Agent as bailee for the Collateral Agent pursuant to the Intercreditor Agreement, together with appropriate powers executed in blank and (iii) deliver all such other documentation (including, without limitation, certified organizational documents, resolutions, lien searches and legal opinions) and to take all such other actions as the Administrative Collateral Agent or the Required Lenders may reasonably request provided, that Liens on the Capital Stock of (or other ownership interest in) a Foreign Subsidiary that are required to be pledged shall be documented under U.S. law if the cost of providing a local law pledge exceeds the benefit to Lenders, as determined by Administrative Agent in its reasonable discretion; provided further that in no event shall any Capital Stock of any non-wholly owned Foreign Subsidiary be pledged hereunder to the extent that the granting of a security interest in such Capital Stock is prohibited by the applicable joint-venture, shareholder, stock purchase or similar agreementrequest. (c) The Borrowers agree that, following Prior to the delivery of any Collateral Documents required date that Triad shall cease to be executed and delivered by this Sectionthe immediate parent company of the Borrower, the Administrative Borrower shall cause its immediate parent company to (i) pledge all of its Equity Interests of the Borrower to the Collateral Agent shall have as security for the Obligations by executing and delivering a valid pledge agreement to the Collateral Agent in a form substantially similar to the Pledge Agreement, and enforceable, first priority perfected (ii) deliver any original certificates evidencing such pledged Equity Interests to the Collateral Agent or the First Lien on Agent as bailee for the property required to be pledged Collateral Agent pursuant to subsections (a) and (b) of this Section (to the extent that such Lien can be perfected by executionIntercreditor Agreement, delivery and/or recording of the Collateral Documents or UCC financing statements, or possession of such Collateral), free and clear of all Liens other than Permitted Liens. All actions to be taken pursuant to this Section shall be at the expense of the Borrowers or the applicable Loan Party, and shall be taken to the reasonable satisfaction of the Administrative Agenttogether with appropriate powers executed in blank.

Additional Subsidiaries and Collateral. (a) In the event that, subsequent to the Closing Date, any Person becomes a wholly-owned Subsidiary of Borrower Representative (including any Subsidiary that is not wholly-owned solely as a result of directors’ qualifying shares required by applicable law)Domestic Subsidiary, whether pursuant to formation, acquisition or otherwiseotherwise (including, without limitation, upon the formation of any Subsidiary that is a Delaware Divided LLC), (x) the Borrower Representative Loan Parties shall promptly notify the Administrative Agent and the Lenders thereof and (y) within 30 thirty (30) days (or such longer period as may be agreed in writing by the Administrative Agent in its discretion) after such Person becomes a wholly-owned Domestic Subsidiary, the Loan Parties shall cause such Domestic Subsidiary to (A) become a Guarantor (and/or, if approved in writing by all of the Lenders that would be required to make Loans to or hold Loans of such Domestic Subsidiary, a Floor Plan Borrower) by executing and delivering to the Administrative Agent a Joinder Agreement or such later date other joinder documentation as agreed is in form and substance reasonably satisfactory to by the Administrative Agent), the Borrowers shall cause such Subsidiary (i) to become a new Guarantor (unless such Subsidiary (1) is a Foreign Subsidiary and adverse tax consequences could reasonably be expected to result from making such Subsidiary a Guarantor, (2B) is prohibited by law from becoming a Guarantor, (3) is a Subsidiary of a Foreign Subsidiary that is not required to be a Guarantor or (4) the primary assets of such Subsidiary are Capitol Stock or Indebtedness of a Foreign Subsidiary and adverse tax consequences could reasonably be expected to result from making such Subsidiary a Guarantor) and to grant Liens in favor of the Administrative Agent in all of its personal property (other than Excluded Property) by executing and delivering to the Administrative Agent a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, executing and delivering a Copyright Security Agreement, Patent Security Agreement and Trademark Security Agreement, as applicable, and authorizing and delivering, at the request of the Administrative Agent, such UCC financing statements or similar instruments reasonably required by the Administrative Agent to perfect the Liens in favor of the Administrative Agent and granted under any of the Loan Documents, provided, that no Domestic Loan Party shall be required to take any action under the law of any non-U.S. jurisdiction (C) grant Liens in order to create or perfect a security interest in any assets of any Borrower or Loan Party which assets are either located outside favor of the United States or would require action under the law of any non-U.S. jurisdiction Administrative Agent in order to create or perfect a security interest therein all ownership interests in Real Estate (other than, subject than Excluded Property) of such Domestic Subsidiary by executing and delivering to the limitations set forth in Administrative Agent such Real Estate Documents as the paragraph below, stock of a first-tier Foreign Subsidiary of any Borrower or Domestic Loan Party)Administrative Agent shall require, and (iiD) to deliver all such other documentation and items (including, without limitation, including certified organizational documents, certificates of good standing and/or existence, resolutions, lien searches, title insurance policies, surveys, environmental reports searches and legal opinions) reasonably requested by Administrative Agent and consistent with the documents delivered by the take all such other actions as such Domestic Subsidiary would have been required to deliver and take pursuant to Sections 5.1 and 5.2 if such Domestic Subsidiary had been a Loan Parties Party on or prior to the Closing Date pursuant to Section 3.1(b). In addition, within 30 days after the date any Person becomes a Domestic Subsidiary of the Borrower Representative (or such later date as agreed to by the Administrative Agent), the Borrower Representative shall, or shall cause the applicable Loan Party to (i) pledge all of the Capital Stock of that such Domestic Subsidiary owned by a Loan Party would be required to deliver pursuant to the Administrative Agent as security for the Obligations by executing and delivering a supplement terms hereof with respect to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, and (ii) deliver the original certificates evidencing such pledged Capital Stock (if any) to the Administrative Agent, together with appropriate powers executed in blank; provided that in no event shall any Capital Stock of any non-wholly owned Domestic Subsidiary be pledged hereunder to the extent that the granting of a security interest in such Capital Stock is prohibited by the applicable joint-venture, shareholder, stock purchase or similar agreementReal Estate. (b) In the event that, subsequent to the Closing Date, any Person becomes a Foreign Subsidiary, whether pursuant to formation, acquisition or otherwise, (x) the Borrower Representative Loan Parties shall promptly notify the Administrative Agent and the Lenders thereof and thereof, (y) to the extent such Foreign Subsidiary is owned directly by any Loan Party, within 60 sixty (60) days after such Person becomes a Foreign Subsidiary or, if the Administrative Agent determines in its sole discretion that the Borrowers are working in good faith, (or such longer period as may be agreed in writing by the Administrative Agent shall permit in its sole discretion), the Borrowers Loan Parties shall, or shall cause the applicable Loan Party to Subsidiary to, (i) pledge all of the Capital Stock of such Foreign Subsidiary (or, if the pledge of all of the voting Capital Stock of such Foreign Subsidiary would result in materially adverse tax consequences to the Borrowers, then such pledge shall be limited to sixty-five percent (65% %) of the issued and outstanding voting Capital Stock and one hundred percent (100% %) of the issued and outstanding non-voting Capital Stock of such Foreign Subsidiary owned by such Loan Party Subsidiary, as applicable) to the Administrative Agent Agent, for the benefit of the Secured Parties, as security for the Obligations pursuant to a the Security Agreement, or such other pledge agreement in form and substance reasonably satisfactory to the Administrative Agent, (ii) deliver the original certificates evidencing such pledged Capital Stock, if any, Stock to the Administrative Agent, together with appropriate powers executed in blank and (iii) deliver all such other documentation (including, without limitation, including certified organizational documents, resolutions, lien searches and legal opinions) and to take all such other actions as the Administrative Agent may reasonably request provided, that Liens on the Capital Stock of and (z) within sixty (60) days (or other ownership interest in) a Foreign Subsidiary that are required to such longer period as may be pledged shall be documented under U.S. law if agreed in writing by the cost of providing a local law pledge exceeds the benefit to Lenders, as determined by Administrative Agent in its reasonable discretion; provided further that ) after such Person becomes a Foreign Subsidiary, so long as no material adverse tax consequences would result to the Loan Parties or their Subsidiaries (as reasonably determined by the Loan Parties with the consent of the Administrative Agent), and in no event shall any Capital Stock of any non-wholly owned Foreign Subsidiary be pledged hereunder each case to the extent that required or requested by the granting Administrative Agent, the Loan Parties shall cause such Foreign Subsidiary to (A) become a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement or such other joinder documentation as is in form and substance reasonably satisfactory to the Administrative Agent, (B) grant Liens in favor of a security interest the Administrative Agent in such Capital Stock is prohibited of its personal property (other than Excluded Property) as the Administrative Agent shall reasonably require by executing and delivering to the Administrative Agent security documents in form and substance reasonably satisfactory to the Administrative Agent, and authorizing and delivering, at the request of the Administrative Agent, such UCC financing statements or similar instruments (as applicable in any relevant jurisdiction) reasonably required by the applicable joint-ventureAdministrative Agent to perfect the Liens in favor of the Administrative Agent and granted under any of the Loan Documents, shareholder(C) grant Liens in favor of the Administrative Agent in all ownership interests in Real Estate (other than Excluded Property) of such Foreign Subsidiary as the Administrative Agent shall reasonably require by executing and delivering to the Administrative Agent such Real Estate Documents as the Administrative Agent shall reasonably require, stock purchase and (D) deliver all such other documentation and items (including certified organizational documents, certificates of good standing and/or existence, resolutions, lien searches, title insurance policies, surveys, environmental reports, legal opinions and other customary items in the relevant jurisdiction) and take all such other actions as such Foreign Subsidiary would have been required to deliver and take pursuant to Sections 5.1 and 5.2 if such Foreign Subsidiary had been a Loan Party on the Closing Date or similar agreementthat such Foreign Subsidiary would be required to deliver pursuant to the terms hereof with respect to any Real Estate. (c) Notwithstanding the foregoing or anything else herein, LMP Newnan 001 Holdings, LLC, LMP Grande 001 Holdings, LLC, LMP Newnan, LLC and 601 NSR, LLC shall not be required to become Guarantors hereunder or otherwise comply with clause (a) of this Section 7.12 so long as they have no assets, revenue or operations (other than de minimis assets and, in the case of LMP Newnan 001 Holdings, LLC, its Equity Interests in LMP Newnan, LLC); it being understood that each of them shall be required to become Guarantors hereunder or otherwise comply with clause (a) of this Section 7.12 from and after the date that any of them has any assets, revenue or operations (other than de minimis assets and, in the case of LMP Newnan 001 Holdings, LLC, its Equity Interests in LMP Newnan, LLC), with the time period in such clause (a) running from such date. (d) The Borrowers Loan Parties agree that, following the delivery of any Collateral Documents required to be executed and delivered by this SectionSection 7.12, the Administrative Agent shall have a valid and enforceable, first priority perfected Lien on the property required to be pledged pursuant to subsections clauses (a) and (b) of this Section 7.12 (to the extent that such Lien can be perfected by execution, delivery and/or recording of the Collateral Documents or UCC financing statements, or possession of such Collateral), free and clear of all Liens other than Permitted LiensLiens expressly permitted by Section 9.2. All actions to be taken pursuant to this Section 7.12 shall be at the expense of the Borrowers or the applicable Loan PartyParties, and shall be taken to the reasonable satisfaction of the Administrative Agent.

Additional Subsidiaries and Collateral. (a) In the event that, subsequent to the Closing Restatement Date, any Person becomes a wholly-owned Domestic Subsidiary of Borrower Representative (including any Subsidiary Parent that is not wholly-owned solely as a result of directors’ qualifying shares required by applicable law)Material Subsidiary, whether pursuant to formation, acquisition or otherwise, (x) the Borrower Representative Parent shall promptly notify the Administrative Agent and the Lenders thereof and (y) within 30 days (or such longer period as the Administrative Agent shall permit in writing in its sole discretion) after such Person becomes a wholly-owned Subsidiary (or such later date as agreed to by the Administrative Agent)Domestic Subsidiary, the Borrowers shall cause such Subsidiary Parent shall: (i) to cause such Domestic Subsidiary to: (A) become a new Guarantor (unless such Subsidiary (1) is a Foreign Subsidiary and adverse tax consequences could reasonably be expected to result from making such Subsidiary a Guarantor, (2) is prohibited by law from becoming a Guarantor, (3) is a Subsidiary of a Foreign Subsidiary that is not required to be a Guarantor or (4) the primary assets of such Subsidiary are Capitol Stock or Indebtedness of a Foreign Subsidiary and adverse tax consequences could reasonably be expected to result from making such Subsidiary a Guarantor) and to grant Liens in favor of the Administrative Agent in all of its personal property by executing and delivering to the Administrative Agent a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent; (B) execute, executing file with the United States Patent and delivering Trademark Office and the United States Copyright Office (as applicable), and deliver a copy thereof to the Administrative Agent and its counsel (together with a confirmation of such filing) any applicable Copyright Security Agreement, Patent Security Agreement Agreement, and Trademark Security Agreement, as applicable, ; (C) execute and authorizing deliver any Account Control Agreements (or amendments or supplements to any existing Account Control Agreements) required by Section 5.11; (D) authorize and deliveringdeliver, at the request of the Administrative Agent, such UCC financing statements or similar instruments reasonably required by the Administrative Agent to perfect the Liens in favor of the Administrative Agent and granted under any of the Loan Documents, provided, that no Domestic Loan Party shall be required to take any action under the law of any non-U.S. jurisdiction in order to create or perfect a security interest in any assets of any Borrower or Loan Party which assets are either located outside of the United States or would require action under the law of any non-U.S. jurisdiction in order to create or perfect a security interest therein ; and (other than, subject to the limitations set forth in the paragraph below, stock of a first-tier Foreign Subsidiary of any Borrower or Domestic Loan Party), and (iiE) to deliver all such other documentation (including, without limitation, certified organizational documents, resolutions, lien searches, title insurance policies, surveys, environmental reports and legal opinions) reasonably requested by Administrative Agent and consistent with the documents delivered by the Loan Parties on or prior to the Closing Date take all such other actions as such Domestic Subsidiary would have been required to deliver and take pursuant to Section 3.1(b). In addition, within 30 days after the date any Person becomes a 3.1 if such Domestic Subsidiary of had been a Loan Party on the Borrower Representative Restatement Date; and (or such later date as agreed to by the Administrative Agent), the Borrower Representative shall, or shall ii) cause the applicable Loan Party to to: (iA) pledge all of the Capital Stock of such Domestic Subsidiary owned by a Loan Party to the Administrative Agent as security for the Obligations by executing and delivering a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, and ; and (iiB) deliver the original certificates evidencing such pledged Capital Stock (if any) to the Administrative Agent, together with appropriate powers executed in blank; provided that in no event shall any Capital Stock of any non-wholly owned Domestic Subsidiary be pledged hereunder to the extent that the granting of a security interest in such Capital Stock is prohibited by the applicable joint-venture, shareholder, stock purchase or similar agreement. (b) In the event that, subsequent to the Closing Restatement Date, any Person becomes a Foreign SubsidiarySubsidiary which is a Material Subsidiary owned directly by any Loan Party, whether pursuant to formation, acquisition or otherwise, (x) the Borrower Representative Parent shall promptly notify the Administrative Agent and the Lenders thereof and (y) to the extent such Foreign Subsidiary is owned directly by any Loan Party, within 60 days after such Person becomes a Foreign Subsidiary or, if the Administrative Agent determines in its sole discretion that the Borrowers are working in good faith, (or such longer period as the Administrative Agent shall permit in writing in its sole discretion) after such Person becomes a Foreign Subsidiary, Parent and the Borrowers Borrower shall, or shall cause the applicable Loan Party to to: (i) pledge 65all of the Capital Stock of such Foreign Subsidiary (or, if the pledge of all of the voting Capital Stock of such Foreign Subsidiary would result in materially adverse tax consequences, then such pledge shall be limited to the lesser of (A) 100% of the issued and outstanding voting and non-voting Capital Stock of such Foreign Subsidiary owned by such Loan Party and (B) 66% of the issued and outstanding voting Capital Stock and 100% of the issued and outstanding non-voting Capital Stock of such Foreign Subsidiary owned by such Loan Party Subsidiary, as applicable) to the Administrative Agent as security for the Obligations pursuant to a pledge agreement in form and substance reasonably satisfactory to the Administrative Agent, ; (ii) deliver the original certificates evidencing such pledged Capital Stock, if any, Stock to the Administrative Agent, together with appropriate powers executed in blank and blank; and (iii) deliver all such other documentation (including, without limitation, certified organizational documents, resolutions, lien searches and legal opinions) and to take all such other actions as the Administrative Agent may reasonably request provided, that Liens on the Capital Stock of (or other ownership interest in) a Foreign Subsidiary that are required to be pledged shall be documented under U.S. law if the cost of providing a local law pledge exceeds the benefit to Lenders, as determined by Administrative Agent in its reasonable discretion; provided further that in no event shall any Capital Stock of any non-wholly owned Foreign Subsidiary be pledged hereunder to the extent that the granting of a security interest in such Capital Stock is prohibited by the applicable joint-venture, shareholder, stock purchase or similar agreementrequest. (c) The Borrowers agree With respect to any Collateral acquired at any time after the Restatement Date by any Loan Party (other than any property described in paragraphs (a) or (b) above), each of Parent and the Borrower agrees that, within 30 days (or such longer period as the Administrative Agent shall permit in writing in its sole discretion), it shall cause the applicable Loan Party to take all actions reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in such Collateral, including, without limitation, the following: (i) execute, file with the United States Patent and Trademark Office and the United States Copyright Office (as applicable), and deliver a copy thereof to the Administrative Agent and its counsel (together with a confirmation of such filing) any applicable Copyright Security Agreement, Patent Security Agreement, and Trademark Security Agreement; and (ii) execute and deliver any Account Control Agreements (or amendments or supplements to any existing Account Control Agreements) required by Section 5.11. (d) Each of Parent and the Borrower agrees that, following the delivery of any Collateral Documents required to be executed and delivered by this Section, the Administrative Agent shall have a valid and enforceable, first priority perfected Lien on the property required to be pledged pursuant to subsections (a) and (b) of this Section (to the extent that such Lien can be perfected by execution, delivery and/or recording of the Collateral Documents or UCC financing statements, or possession of such Collateral), free and clear of all Liens other than Permitted Liens. All actions to be taken pursuant to this Section shall be at the expense of the Borrowers or the applicable Loan Party, and shall be taken to the reasonable satisfaction of the Administrative Agent.Liens expressly permitted by Section

Additional Subsidiaries and Collateral. (a) In the event that, subsequent to the Closing Date, any Person becomes a wholly-owned Subsidiary of Borrower Representative (including any Subsidiary that is not wholly-owned solely as a result of directors’ qualifying shares required by applicable law)Domestic Subsidiary, whether pursuant to formation, acquisition or otherwise, (x) the Borrower Representative shall promptly notify the Administrative Agent and the Lenders thereof and (y) within 30 thirty (30) days after such Person becomes a wholly-owned Subsidiary (or such later date as agreed to by the Administrative Agent)Domestic Subsidiary, the Borrowers Borrower shall cause such Domestic Subsidiary (i) to become a new Guarantor (unless such Subsidiary (1) is a Foreign Subsidiary and adverse tax consequences could reasonably be expected to result from making such Subsidiary a Guarantor, (2) is prohibited by law from becoming a Guarantor, (3) is a Subsidiary of a Foreign Subsidiary that is not required to be a Guarantor or (4) the primary assets of such Subsidiary are Capitol Stock or Indebtedness of a Foreign Subsidiary and adverse tax consequences could reasonably be expected to result from making such Subsidiary a Guarantor) and to grant Liens in favor of the Administrative Agent in all of its personal property by executing and delivering to the Administrative Agent a supplement to Joinder Agreement substantially in the Guaranty and Security Agreement form of Exhibit 5.13 or otherwise in form and substance reasonably satisfactory to the Administrative Agent, executing and delivering a Copyright Security Agreement, Patent Security Agreement and Trademark Security Agreement, as applicable, and authorizing and delivering, at the request of the Administrative Agent, such UCC financing statements or similar instruments required by the Administrative Agent to perfect the Liens in favor of the Administrative Agent Agent, for the benefit of the holders of the Obligations, and granted under any of the Loan Documents, provided, provided that no Domestic Loan Party Subsidiary that is a CFC Holdo shall be required to take any action under the law of any non-U.S. jurisdiction become a Guarantor hereunder, (b) to grant Liens in order to create or perfect a security interest in any assets of any Borrower or Loan Party which assets are either located outside favor of the United States or would require action under Administrative Agent, for the law benefit of any non-U.S. jurisdiction the holders of the Obligations, in order to create or perfect all fee ownership interests in Real Estate with a security interest therein (other than, subject value in excess of $2,000,000 per individual property by executing and delivering to the limitations set forth in Administrative Agent such Real Estate Documents as the paragraph below, stock of a first-tier Foreign Subsidiary of any Borrower or Domestic Loan Party)Administrative Agent shall reasonably require, and (iiiii) to deliver all such other documentation (including, without limitation, certified organizational documents, resolutions, lien searches, title insurance policies, surveys, environmental reports and legal opinions) reasonably requested by Administrative Agent and consistent with the documents delivered by the to take all such other actions as such Subsidiary would have been required to deliver and take pursuant to Section 3.1 if such Subsidiary had been a Loan Parties Party on or prior to the Closing Date or that such Subsidiary would be required to deliver pursuant to Section 3.1(b)5.13 with respect to any Real Estate with a value in excess of $2,000,000 per individual property. In addition, within 30 thirty (30) days after the date any Person becomes a Domestic Subsidiary of the Borrower Representative (or such later date as agreed to by the Administrative Agent)Subsidiary, the Borrower Representative shall, or shall cause the applicable Loan Party to (i) pledge all of the Capital Stock of such Domestic Subsidiary owned by a Loan Party to the Administrative Agent Agent, for the benefit of the holders of the Obligations, as security for the Obligations by executing and delivering a supplement to the Guaranty and Security Agreement such documentation as reasonably required by Administrative Agent in form and substance reasonably satisfactory to the Administrative Agent, provided that the pledge of the Capital Stock of a Domestic Subsidiary that is a CFC Holdco shall be limited to 65% of the issued and outstanding voting Capital Stock and 100% of the issued and outstanding non-voting Capital Stock of such Domestic Subsidiary, and (ii) to the extent certificated, deliver the original certificates evidencing such pledged Capital Stock (if any) to the Administrative Agent, for the benefit of the holders of the Obligations, together with appropriate powers executed in blank; provided that in no event shall any Capital Stock of any non-wholly owned Domestic Subsidiary be pledged hereunder to the extent that the granting of a security interest in such Capital Stock is prohibited by the applicable joint-venture, shareholder, stock purchase or similar agreement. (bc) In the event that, subsequent to the Closing Date, any Person becomes a Foreign Subsidiary, whether pursuant to formation, acquisition or otherwise, (x) the Borrower Representative shall promptly notify the Administrative Agent and the Lenders thereof thereof, and (y) to the extent such Foreign Subsidiary is owned directly by any Loan Party, within 60 sixty (60) days after such Person becomes a Foreign Subsidiary or, if the Administrative Agent determines in its sole discretion that the Borrowers are Borrower is working in good faith, such longer period as the Administrative Agent shall permit in its sole discretionpermit, the Borrowers Borrower shall, or shall cause the applicable Loan Party to (i) pledge all of the Capital Stock of such Foreign Subsidiary (provided that, the pledge of the voting Capital Stock of such Foreign Subsidiary shall be limited to 65% of the issued and outstanding voting Capital Stock and 100% of the issued and outstanding non-voting Capital Stock of such Foreign Subsidiary owned by such Loan Party Subsidiary) to the Administrative Agent Agent, for the benefit of the holders of the Obligations, as security for the Obligations pursuant to a pledge agreement in form and substance reasonably satisfactory to the Administrative Agent, (ii) to the extent certificated, deliver the original certificates evidencing such pledged Capital Stock, if any, Stock to the Administrative Agent, together with appropriate powers executed in blank and (iii) deliver all such other documentation (including, without limitation, certified organizational documents, resolutions, lien searches and legal opinions) and to take all such other actions as the Administrative Agent may reasonably request provided, that Liens on the Capital Stock of (or other ownership interest in) a Foreign Subsidiary that are required to be pledged shall be documented under U.S. law if the cost of providing a local law pledge exceeds the benefit to Lenders, as determined by Administrative Agent in its reasonable discretion; provided further that in no event shall any Capital Stock of any non-wholly owned Foreign Subsidiary be pledged hereunder to the extent that the granting of a security interest in such Capital Stock is prohibited by the applicable joint-venture, shareholder, stock purchase or similar agreementrequest. (cd) No Foreign Subsidiary shall be required to become a Guarantor or grant any Lien pursuant to Section 5.13(a). (e) The Borrowers agree Borrower agrees that, following the delivery of any Collateral Documents required to be executed and delivered by this Section, the Administrative Agent shall have a valid and enforceable, first priority perfected Lien on the property required to be pledged pursuant to subsections (a) and (b) of this Section (to the extent that such Lien can be perfected by execution, delivery and/or recording of the Collateral Documents or UCC financing statements, or possession of such Collateral), free and clear of all Liens other than Permitted LiensLiens expressly permitted by Section 7.2. All actions to be taken pursuant to this Section shall be at the expense of the Borrowers Borrower or the applicable Loan Party, and shall be taken to the reasonable satisfaction of the Administrative Agent.

Additional Subsidiaries and Collateral. (a) In the event that, subsequent to the Closing Date, any Person becomes a wholly-owned Subsidiary of Borrower Representative (including any Subsidiary that is not wholly-owned solely as a result of directors’ qualifying shares required by applicable law)Loan Party, whether pursuant to formation, acquisition or otherwise, (x) the Borrower Representative shall promptly notify the Administrative Agent and the Lenders thereof not less than ten (10) Business Days prior to the formation or acquisition of such Subsidiary and (y) within 30 days after on the date that such Person becomes a wholly-owned Subsidiary (or such later date as agreed to by the Administrative Agent)of a Loan Party, the Borrowers Borrower shall cause such Subsidiary (i) to become a new Guarantor (unless such Subsidiary (1) is a Foreign Subsidiary and adverse tax consequences could reasonably be expected to result from making such Subsidiary a Guarantor, (2) is prohibited by law from becoming a Guarantor, (3) is a Subsidiary of a Foreign Subsidiary that is not required to be a Guarantor or (4) the primary assets of such Subsidiary are Capitol Stock or Indebtedness of a Foreign Subsidiary and adverse tax consequences could reasonably be expected to result from making such Subsidiary a Guarantor) and to grant Liens in favor of the Administrative Collateral Agent in all of its personal property by executing and delivering to the Administrative Collateral Agent a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, executing and delivering a Copyright Security Agreement, Patent Security Agreement and Trademark Security Agreement, as applicable, and authorizing and delivering, at the request of the Administrative Agent, such UCC financing statements or similar instruments required by the Administrative Agent to perfect the Liens in favor of the Administrative Collateral Agent and granted under any of the Loan Documents, provided, that no Domestic Loan Party shall be required (ii) to take any action under the law of any non-U.S. jurisdiction grant Liens in order to create or perfect a security interest in any assets of any Borrower or Loan Party which assets are either located outside favor of the United States or would require action under Collateral Agent in the law Oil and Gas Properties of any non-U.S. jurisdiction in order to create or perfect a security interest therein (other than, subject such Subsidiary by executing and delivering to the limitations set forth in Collateral Agent such Mortgages, to the paragraph below, stock of a first-tier Foreign Subsidiary of any Borrower or Domestic Loan Party)extent necessary to maintain compliance with Section 5.15, and (iiiii) to deliver all such other documentation (including, without limitation, certified organizational documents, resolutions, lien searches, title insurance policies, surveys, environmental reports and and, if requested by the Administrative Agent, legal opinions) reasonably requested by Administrative Agent and consistent with the documents delivered by the to take all such other actions as such Subsidiary would have been required to deliver and take pursuant to Section 3.1 if such Subsidiary had been a Loan Parties Party on or prior to the Closing Date or that such Subsidiary would be required to deliver pursuant to Section 3.1(b)5.13 with respect to any Oil and Gas Properties. In addition, within 30 days five (5) Business Days after the date any Person becomes a Domestic Subsidiary of the Borrower Representative (or such later date as agreed to by the Administrative Agent)a Loan Party, the Borrower Representative shall, or shall cause the applicable Loan Party to (i) pledge all of the Capital Stock of such Domestic Subsidiary owned by a Loan Party to the Administrative Collateral Agent as security for the Obligations by executing and delivering a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, and (ii) if the Capital Stock of such Subsidiary is certificated, deliver the original certificates evidencing such pledged Capital Stock (if any) to the Administrative Collateral Agent, together with appropriate powers executed in blank; provided that in no event shall any Capital Stock of any non-wholly owned Domestic Subsidiary be pledged hereunder to the extent that the granting of a security interest in such Capital Stock is prohibited by the applicable joint-venture, shareholder, stock purchase or similar agreement. (b) In the event that, subsequent to the Closing Date, any Person becomes a Foreign Subsidiary, whether pursuant to formation, acquisition or otherwise, (x) the The Borrower Representative shall promptly notify the Administrative Agent and the Lenders thereof and (y) to the extent such Foreign Subsidiary is owned directly by any Loan Party, within 60 days after such Person becomes a Foreign Subsidiary or, if the Administrative Agent determines in its sole discretion that the Borrowers are working in good faith, such longer period as the Administrative Agent shall permit in its sole discretion, the Borrowers shall, or shall cause the applicable Loan Party to (i) pledge 65% of the issued and outstanding voting Capital Stock and 100% of the issued and outstanding non-voting Capital Stock of such Foreign Subsidiary owned by such Loan Party to the Administrative Agent as security for the Obligations pursuant to a pledge agreement in form and substance reasonably satisfactory to the Administrative Agent, (ii) deliver the original certificates evidencing such pledged Capital Stock, if any, to the Administrative Agent, together with appropriate powers executed in blank and (iii) deliver all such other documentation (including, without limitation, certified organizational documents, resolutions, lien searches and legal opinions) and to take all such other actions as the Administrative Agent may reasonably request provided, that Liens on the Capital Stock of (or other ownership interest in) a Foreign Subsidiary that are required to be pledged shall be documented under U.S. law if the cost of providing a local law pledge exceeds the benefit to Lenders, as determined by Administrative Agent in its reasonable discretion; provided further that in no event shall any Capital Stock of any non-wholly owned Foreign Subsidiary be pledged hereunder to the extent that the granting of a security interest in such Capital Stock is prohibited by the applicable joint-venture, shareholder, stock purchase or similar agreement. (c) The Borrowers agree agrees that, following the due execution and delivery of any the Collateral Documents required to be executed and delivered by this Section, when UCC financing statements in appropriate form are filed in the Administrative appropriate governmental offices, the Collateral Agent shall have a valid and enforceablevalid, first priority perfected Lien on the property required to be pledged pursuant to subsections subsection (a) and (b) of this Section (to the extent that such Lien can be perfected by execution, delivery of the Collateral Documents and/or recording of the Collateral Documents or UCC financing statements, or possession of such Collateral), free and clear of all Liens other than Permitted LiensLiens expressly permitted by Section 7.2. All actions to be taken pursuant to this Section shall be at the expense of the Borrowers Borrower or the applicable Loan Party, and shall be taken to the reasonable satisfaction of the Administrative Agent.

Additional Subsidiaries and Collateral. (a) In the event that, subsequent to the Closing Date, any Person becomes a wholly-owned Domestic Subsidiary of Borrower Representative (including any or an Excluded Subsidiary that is not wholly-owned solely as a result of directors’ qualifying shares required by applicable law)ceases to be an Excluded Subsidiary, whether pursuant to formation, acquisition or otherwise, (xi) the Borrower Representative shall promptly notify the Administrative Collateral Agent and the Lenders thereof and thereof, (yii) within 30 thirty (30) days after such Person becomes a wholly-owned Domestic Subsidiary or such Person ceases to be an Excluded Subsidiary (or such later date longer period as agreed to by the Administrative AgentCollateral Agent may reasonably agree), the Borrowers Borrower shall cause such Domestic Subsidiary (iother than an Excluded Subsidiary) to become a new Guarantor (unless such Subsidiary (1) is a Foreign Subsidiary and adverse tax consequences could reasonably be expected to result from making such Subsidiary a Guarantor, (2) is prohibited by law from becoming a Guarantor, (3) is a Subsidiary of a Foreign Subsidiary that is not required to be a Guarantor or (4) the primary assets of such Subsidiary are Capitol Stock or Indebtedness of a Foreign Subsidiary and adverse tax consequences could reasonably be expected to result from making such Subsidiary a Guarantor) and to grant Liens in favor of the Administrative Collateral Agent in all of its personal property that would otherwise constitute Collateral by executing and delivering to the Administrative Collateral Agent a supplement to Joinder Agreement substantially in the Guaranty and Security Agreement form of Exhibit 5.12 or otherwise in form and substance reasonably satisfactory to the Administrative Collateral Agent, executing and delivering a Copyright Security Agreement, Patent Security Agreement and Trademark Security Agreement, as applicable, and authorizing and delivering, at the request of the Administrative Collateral Agent, such UCC financing statements or similar instruments required by the Administrative Collateral Agent to perfect the Liens in favor of the Administrative Agent Collateral Agent, for the benefit of Secured Parties, and granted under any of the Loan Documents, provided, provided that no Domestic Loan Party Subsidiary that is a CFC Holdco shall be required to take become a Guarantor hereunder or grant Liens or otherwise pledge any action of its assets as Collateral hereunder or under any other Loan Document and (iii) within sixty (60) days after such Person becomes a Domestic Subsidiary or ceases to be an Excluded Subsidiary (or such longer period as the law of any non-U.S. jurisdiction in order to create or perfect a security interest in any assets of any Borrower or Loan Party which assets are either located outside of the United States or would require action under the law of any non-U.S. jurisdiction in order to create or perfect a security interest therein (other than, subject to the limitations set forth in the paragraph below, stock of a first-tier Foreign Subsidiary of any Borrower or Domestic Loan PartyCollateral Agent may reasonably agree), and (ii) to the Borrower shall deliver all such other documentation (including, without limitation, certified organizational documents, resolutions, lien searches, title insurance policies, surveys, environmental reports searches and legal opinionsrequested Real Estate Documents) reasonably requested by Administrative Agent and consistent with the documents delivered by the to take all such other actions as such Subsidiary would have been required to deliver and take pursuant to Section 3.1 if such Subsidiary had been a Loan Parties Party on or prior to the Closing Date or that such Subsidiary would be required to deliver pursuant to Section 3.1(b)5.13 with respect to any Material Real Property. In addition, within 30 thirty (30) days after the date any Person becomes a Domestic Subsidiary of the Borrower Representative (or such later date as agreed an Excluded Subsidiary ceases to by the Administrative Agent)be an Excluded Subsidiary, the Borrower Representative shall, or shall cause the applicable Loan Party to (i) pledge all of the Capital Stock of such Domestic Subsidiary owned by a Loan Party to the Administrative Agent Collateral Agent, for the benefit of the holders of the Obligations, as security for the Obligations by executing and delivering a supplement to the Guaranty and Security Agreement such documentation as reasonably required by Collateral Agent in form and substance reasonably satisfactory to the Administrative Collateral Agent, and (ii) deliver the original certificates evidencing such pledged Capital Stock (if any) to the Administrative Agent, together with appropriate powers executed in blank; provided that in no event shall any the pledge of the Capital Stock of any non-wholly owned a Domestic Subsidiary that is a CFC Holdco shall be pledged hereunder limited to the extent that the granting of a security interest in such Capital Stock is prohibited by the applicable joint-venture, shareholder, stock purchase or similar agreement. (b) In the event that, subsequent to the Closing Date, any Person becomes a Foreign Subsidiary, whether pursuant to formation, acquisition or otherwise, (x) the Borrower Representative shall promptly notify the Administrative Agent and the Lenders thereof and (y) to the extent such Foreign Subsidiary is owned directly by any Loan Party, within 60 days after such Person becomes a Foreign Subsidiary or, if the Administrative Agent determines in its sole discretion that the Borrowers are working in good faith, such longer period as the Administrative Agent shall permit in its sole discretion, the Borrowers shall, or shall cause the applicable Loan Party to (i) pledge 65% of the issued and outstanding voting Capital Stock and 100% of the issued and outstanding non-voting Capital Stock of such Domestic Subsidiary, and (ii) to the extent certificated, deliver the original certificates evidencing such pledged Capital Stock to the Collateral Agent, for the benefit of the holders of the Obligations, together with appropriate powers executed in blank. Notwithstanding the foregoing, the Collateral Agent shall not enter into any Mortgage in respect of any Material Real Property of a Person that becomes a Domestic Subsidiary after the Closing Date whether pursuant to formation, acquisition or otherwise, until (1) the date that occurs 45 days after the Collateral Agent has delivered to the Lenders (which may be delivered electronically) the following documents in respect of such Material Real Property: (i) a completed “life of loan” standard flood hazard determination from a third party vendor; (ii) if such real property is located in a “special flood hazard area”, (A) a notification to the Borrower of that fact and (if applicable) notification to the Borrower that flood insurance coverage is not available and (B) evidence of the receipt by the Borrower of such notice, and (C) a notice about special flood hazard area status and flood disaster assistance executed by the Borrower and any applicable Loan Party relating thereto; and (iii) if such notice is required to be provided to the Borrower and flood insurance is available in the community in which such Material Real Property is located, evidence of required flood insurance in compliance with subclause (C) of clause (d) of Part I of the defined term “Real Estate Documents” and (2) the Collateral Agent shall have received written confirmation from the Lenders the that flood insurance due diligence and flood insurance compliance have been completed by the Lenders (such written confirmation not to be unreasonably conditioned, withheld or delayed); provided that the Collateral Agent may enter into any such Mortgage prior to the notice period specified above upon receipt of the written confirmation described in clause (2) above and provided further that the Borrower’s obligations under Section 5.12(a) to grant a Mortgage of any Material Real Property within the 60-day time period described therein shall be extended for so long as is required to ensure compliance with the requirements of clause (2) above. (b) In the event that, subsequent to the Closing Date, any Person becomes a Foreign Subsidiary or a Foreign Subsidiary ceases to be an Excluded Subsidiary, whether pursuant to formation, acquisition or otherwise, (x) the Borrower shall promptly notify the Collateral Agent thereof, and (y) to the extent such Foreign Subsidiary is owned directly by any Loan Party, within sixty (60) days after such Person becomes a Foreign Subsidiary or, if the Collateral Agent determines in its sole discretion that the Borrower is working in good faith, such longer period as the Collateral Agent shall permit, the Borrower shall, or shall cause the applicable Loan Party to (i) pledge all of the Administrative Agent Capital Stock of such Foreign Subsidiary (provided that, the pledge of the voting Capital Stock of any such Foreign Subsidiary that is a CFC shall be limited to 65% of the issued and outstanding voting Capital Stock of such Foreign Subsidiary) to the Collateral Agent, for the benefit of the holders of the Obligations, as security for the Obligations pursuant to a pledge agreement in form and substance reasonably satisfactory to the Administrative Collateral Agent, (ii) to the extent certificated, deliver the original certificates evidencing such pledged Capital Stock, if any, Stock to the Administrative Collateral Agent, together with appropriate powers executed in blank and (iii) deliver all such other documentation (including, without limitation, certified organizational documents, resolutions, lien searches and legal opinions) and to take all such other actions as the Administrative Collateral Agent may reasonably request provided, that Liens on the Capital Stock of (or other ownership interest in) a Foreign Subsidiary that are required to be pledged shall be documented under U.S. law if the cost of providing a local law pledge exceeds the benefit to Lenders, as determined by Administrative Agent in its reasonable discretion; provided further that in no event shall any Capital Stock of any non-wholly owned Foreign Subsidiary be pledged hereunder to the extent that the granting of a security interest in such Capital Stock is prohibited by the applicable joint-venture, shareholder, stock purchase or similar agreementrequest. (c) No Foreign Subsidiary that is a CFC shall be required to become a Guarantor or grant any Lien or otherwise pledge any of its assets as Collateral pursuant to Section 5.12(a) or under any other Loan Document. (d) The Borrowers agree Borrower agrees that, following the delivery of any Collateral Documents required to be executed and delivered by this Section, the Administrative Collateral Agent shall have a valid and enforceable, first priority perfected Lien on the property required to be pledged pursuant to subsections (a) and (b) of this Section (to the extent that such Lien can be perfected by execution, delivery and/or recording of the Collateral Documents or UCC financing statements, or possession of such Collateral), free and clear of all Liens other than Permitted LiensLiens expressly permitted by Section 7.2. All actions to be taken pursuant to this Section shall be at the expense of the Borrowers Borrower or the applicable Loan Party, and shall be taken to the reasonable satisfaction of the Administrative Collateral Agent.

Additional Subsidiaries and Collateral. (ai) In At such time as any Subsidiary of the event that, subsequent to Company is created or acquired after the Closing Date, any Person becomes a wholly-owned Subsidiary of Borrower Representative (including any Subsidiary that is not wholly-owned solely as a result of directors’ qualifying shares required by applicable law), whether pursuant to formation, acquisition or otherwise, (x) the Borrower Representative shall promptly notify the Administrative Agent and the Lenders thereof and (y) within 30 days after such Person becomes a wholly-owned Subsidiary (or such later date as agreed to by the Administrative Agent), the Borrowers shall cause such Subsidiary (i) to become a new Guarantor (unless such Subsidiary (1) is a Foreign Subsidiary and adverse tax consequences could reasonably be expected to result from making such Subsidiary a Guarantor, (2) is prohibited by law from becoming a Guarantor, (3) is a Subsidiary of a Foreign Subsidiary that is not required to be a Guarantor or (4) the primary assets of such Subsidiary are Capitol Stock or Indebtedness of a Foreign Subsidiary executed and adverse tax consequences could reasonably be expected to result from making such Subsidiary a Guarantor) and to grant Liens in favor of the Administrative Agent in all of its personal property by executing and delivering delivered to the Administrative Agent (A) a supplement to Joinder Agreement such that such Subsidiary shall become a Borrower hereunder, a grantor under the Guaranty and Security Agreement and an issuer under the Pledge Agreement (and, if applicable, the parent of such Subsidiary shall become a pledgor under the Pledge Agreement), (B) subject to clause (ii) below, such other applicable Security Documents in form and substance reasonably satisfactory to the Administrative Agent such that the assets of such Subsidiary shall become Collateral for the Obligations, (C) favorable legal opinions addressed to the Administrative Agent and Lenders in form and substance satisfactory thereto with respect to such supplements and agreements and (D) such other documents and closing certificates as consistent with Article VI as may be requested by the Administrative Agent and (ii) within sixty (60) days after the joinder of such Subsidiary, a Mortgage for each parcel of real property owned or leased thereby. (b) Within sixty (60) days of the consummation by the Company or any Subsidiary of any lease (including without limitation in connection with any assignment or assumption of an existing lease to or by a new landlord) with respect to real property at which any Switch or any material Telecommunications Equipment is or is to be located, cause to be executed and delivered to the Administrative Agent (i) a copy of the lease and all related documents, (ii) a Mortgage with respect to such property, (iii) a landlord consent and, if applicable, a mortgagee estoppel letter (and, in addition, within sixty (60) days of any refinancing of any Mortgage with a new lender, an additional mortgagee estoppel letter) with respect to such property, (iv) a legal description of the premises, (v) any filings or recordings necessary to perfect the security interests of the Lenders in all Collateral related to such premises, (vi) UCC-1 Financing Statements in form and substance satisfactory to the Administrative Agent with respect to such premises and (vii) favorable opinions of counsel to the Company addressed to the Administrative Agent and the Lenders in form and substance satisfactory thereto with respect to such security interests and each additional document, instrument or other item of information reasonably requested by the Administrative Agent, executing and delivering a Copyright Security . (c) In connection with the execution by the Company or any Subsidiary of any Interconnection Agreement, Patent Security use their reasonable best efforts to cause to be executed and delivered to the Administrative Agent at the time such Interconnection Agreement and Trademark Security Agreementis entered into (or as soon as reasonably practicable thereafter, or with respect to any such agreement that is in effect on the Closing Date, as applicablesoon as reasonably practicable after such date), a consent agreement regarding the Lien of the Administrative Agent in form and authorizing substance reasonably satisfactory thereto and deliveringeach additional document, at instrument or other item of information reasonably requested by the Administrative Agent. (d) Promptly deliver from time to time such additional Security Documents to the Administrative Agent upon the request of the Administrative Agent, Required Lenders with respect to any assets of any such UCC financing statements or similar instruments required by the Administrative Agent Person not subject to perfect the Liens an existing Lien in favor of the Administrative Agent and granted under any of the Loan Documents, provided, that no Domestic Loan Party shall be required to take any action under the law of any non-U.S. jurisdiction in order to create or perfect a security interest in any assets of any Borrower or Loan Party which assets are either located outside of the United States or would require action under the law of any non-U.S. jurisdiction in order to create or perfect a security interest therein (other than, subject to the limitations set forth in the paragraph below, stock of a first-tier Foreign Subsidiary of any Borrower or Domestic Loan Party), and (ii) to deliver all such other documentation (including, without limitation, certified organizational documents, resolutions, lien searches, title insurance policies, surveys, environmental reports and legal opinions) reasonably requested by Administrative Agent and consistent with the documents delivered by the Loan Parties on or prior to the Closing Date pursuant to Section 3.1(b). In addition, within 30 days after the date any Person becomes a Domestic Subsidiary of the Borrower Representative (or such later date as agreed to by the Administrative Agent), the Borrower Representative shall, or shall cause the applicable Loan Party to (i) pledge all of the Capital Stock of such Domestic Subsidiary owned by a Loan Party to the Administrative Agent as security for the Obligations by executing and delivering a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, and (ii) deliver the original certificates evidencing such pledged Capital Stock (if any) to the Administrative Agent, together with appropriate powers executed in blank; provided that in no event shall any Capital Stock ratable benefit of any non-wholly owned Domestic Subsidiary be pledged hereunder to the extent that the granting of a security interest in such Capital Stock is prohibited by the applicable joint-venture, shareholder, stock purchase or similar agreement. (b) In the event that, subsequent to the Closing Date, any Person becomes a Foreign Subsidiary, whether pursuant to formation, acquisition or otherwise, (x) the Borrower Representative shall promptly notify the Administrative Agent itself and the Lenders thereof and (y) to the extent such Foreign Subsidiary is owned directly by any Loan Party, within 60 days after such Person becomes a Foreign Subsidiary or, if the Administrative Agent determines in its sole discretion that the Borrowers are working in good faith, such longer period as the Administrative Agent shall permit in its sole discretion, the Borrowers shall, or shall cause the applicable Loan Party to (i) pledge 65% of the issued and outstanding voting Capital Stock and 100% of the issued and outstanding non-voting Capital Stock of such Foreign Subsidiary owned by such Loan Party to the Administrative Agent as security for the Obligations pursuant to a pledge agreement in form and substance reasonably satisfactory to the Administrative Agent, (ii) deliver the original certificates evidencing such pledged Capital Stock, if any, to the Administrative Agent, together with appropriate powers executed in blank and (iii) deliver all such other documentation (including, without limitation, certified organizational documents, resolutions, lien searches and legal opinions) and to take all such other actions as the Administrative Agent may reasonably request provided, that Liens on the Capital Stock of (or other ownership interest in) a Foreign Subsidiary that are required to be pledged shall be documented under U.S. law if the cost of providing a local law pledge exceeds the benefit to Lenders, as determined by Administrative Agent in its reasonable discretion; provided further that in no event shall any Capital Stock of any non-wholly owned Foreign Subsidiary be pledged hereunder to the extent that the granting of a security interest in such Capital Stock is prohibited by the applicable joint-venture, shareholder, stock purchase or similar agreement. (c) The Borrowers agree that, following the delivery of any Collateral Documents required to be executed and delivered by this Section, the Administrative Agent shall have a valid and enforceable, first priority perfected Lien on the property required to be pledged pursuant to subsections (a) and (b) of this Section (to the extent that such Lien can be perfected by execution, delivery and/or recording of the Collateral Documents or UCC financing statements, or possession of such Collateral), free and clear of all Liens other than Permitted Liens. All actions to be taken pursuant to this Section shall be at the expense of the Borrowers or the applicable Loan Party, and shall be taken to the reasonable satisfaction of the Administrative Agent.

Additional Subsidiaries and Collateral. (a) In the event that, subsequent to the Closing Date, any Person becomes a wholly-owned Domestic Subsidiary of Borrower Representative (including any Subsidiary Parent that is not wholly-owned solely as a result of directors’ qualifying shares required by applicable law)Material Subsidiary, whether pursuant to formation, acquisition or otherwise, (x) the Borrower Representative Parent shall promptly notify the Administrative Agent and the Lenders thereof and (y) within 30 days (or such longer period as the Administrative Agent shall permit in writing in its sole discretion) after such Person becomes a wholly-owned Subsidiary (or such later date as agreed to by the Administrative Agent)Domestic Subsidiary, the Borrowers Parent shall cause such Domestic Subsidiary (i) to become a new Guarantor (unless such Subsidiary (1) is a Foreign Subsidiary and adverse tax consequences could reasonably be expected to result from making such Subsidiary a Guarantor, (2) is prohibited by law from becoming a Guarantor, (3) is a Subsidiary of a Foreign Subsidiary that is not required to be a Guarantor or (4) the primary assets of such Subsidiary are Capitol Stock or Indebtedness of a Foreign Subsidiary and adverse tax consequences could reasonably be expected to result from making such Subsidiary a Guarantor) and to grant Liens in favor of the Administrative Agent in all of its personal property by executing and delivering to the Administrative Agent a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, executing and delivering a Copyright Security Agreement, Patent Security Agreement and Trademark Security Agreement, as applicable, and authorizing and delivering, at the request of the Administrative Agent, such UCC financing statements or similar instruments reasonably required by the Administrative Agent to perfect the Liens in favor of the Administrative Agent and granted under any of the Loan Documents, provided, that no Domestic Loan Party shall be required to take any action under the law of any non-U.S. jurisdiction in order to create or perfect a security interest in any assets of any Borrower or Loan Party which assets are either located outside of the United States or would require action under the law of any non-U.S. jurisdiction in order to create or perfect a security interest therein (other than, subject to the limitations set forth in the paragraph below, stock of a first-tier Foreign Subsidiary of any Borrower or Domestic Loan Party), and (ii) to deliver all such other documentation (including, without limitation, certified organizational documents, resolutions, lien searches, title insurance policies, surveys, environmental reports and legal opinions) reasonably requested by Administrative Agent and consistent with the documents delivered by the Loan Parties on or prior to the Closing Date take all such other actions as such Subsidiary would have been required to deliver and take pursuant to Section 3.1(b)3.1 if such Subsidiary had been a Loan Party on the Closing Date. In addition, within 30 days (or such longer period as the Administrative Agent shall permit in writing in its sole discretion) after the date any Person becomes a Domestic Subsidiary of Parent, Parent and the Borrower Representative (or such later date as agreed to by the Administrative Agent), the Borrower Representative shall, or shall cause the applicable Loan Party to (i) pledge all of the Capital Stock of such Domestic Subsidiary owned by a Loan Party to the Administrative Agent as security for the Obligations by executing and delivering a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, and (ii) deliver the original certificates evidencing such pledged Capital Stock (if any) to the Administrative Agent, together with appropriate powers executed in blank; provided that in no event shall any Capital Stock of any non-wholly owned Domestic Subsidiary be pledged hereunder to the extent that the granting of a security interest in such Capital Stock is prohibited by the applicable joint-venture, shareholder, stock purchase or similar agreement. (b) In the event that, subsequent to the Closing Date, any Person becomes a Foreign Subsidiary, whether pursuant to formation, acquisition or otherwise, (x) the Borrower Representative Parent shall promptly notify the Administrative Agent and the Lenders thereof and (y) to the extent such Foreign Subsidiary is owned directly by any Loan Party, within 60 days after such Person becomes a Foreign Subsidiary or, if the Administrative Agent determines in its sole discretion that the Borrowers are working in good faith, (or such longer period as the Administrative Agent shall permit in writing in its sole discretion) after such Person becomes a Foreign Subsidiary, Parent and the Borrowers Borrower shall, or shall cause the applicable Loan Party to (i) pledge 65all of the Capital Stock of such Foreign Subsidiary (or, if the pledge of all of the voting Capital Stock of such Foreign Subsidiary would result in materially adverse tax consequences, then such pledge shall be limited to 66% of the issued and outstanding voting Capital Stock and 100% of the issued and outstanding non-voting Capital Stock of such Foreign Subsidiary owned by such Loan Party Subsidiary, as applicable) to the Administrative Agent as security for the Obligations pursuant to a pledge agreement in form and substance reasonably satisfactory to the Administrative Agent, (ii) deliver the original certificates evidencing such pledged Capital Stock, if any, Stock to the Administrative Agent, together with appropriate powers executed in blank and (iii) deliver all such other documentation (including, without limitation, certified organizational documents, resolutions, lien searches and legal opinions) and to take all such other actions as the Administrative Agent may reasonably request provided, that Liens on the Capital Stock of (or other ownership interest in) a Foreign Subsidiary that are required to be pledged shall be documented under U.S. law if the cost of providing a local law pledge exceeds the benefit to Lenders, as determined by Administrative Agent in its reasonable discretion; provided further that in no event shall any Capital Stock of any non-wholly owned Foreign Subsidiary be pledged hereunder to the extent that the granting of a security interest in such Capital Stock is prohibited by the applicable joint-venture, shareholder, stock purchase or similar agreementrequest. (c) The Borrowers agree Each of Parent and the Borrower agrees that, following the delivery of any Collateral Documents required to be executed and delivered by this Section, the Administrative Agent shall have a valid and enforceable, first priority perfected Lien on the property required to be pledged pursuant to subsections (a) and (b) of this Section (to the extent that such Lien can be perfected by execution, delivery and/or recording of the Collateral Documents or UCC financing statements, or possession of such Collateral), free and clear of all Liens other than Permitted LiensLiens expressly permitted by Section 7.2. All actions to be taken pursuant to this Section shall be at the expense of the Borrowers or the applicable Loan PartyParties, and shall be taken to the reasonable satisfaction of the Administrative Agent.

Additional Subsidiaries and Collateral. (a) In the event that, subsequent to the Closing Date, any Person becomes a wholly-owned Subsidiary of Borrower Representative (including any other than an Excluded Subsidiary) or an Unrestricted Subsidiary that is not wholly-owned solely designated as a result of directors’ qualifying shares required by applicable law)Restricted Subsidiary or an Immaterial Subsidiary ceases to be an Immaterial Subsidiary, whether pursuant to formation, acquisition or otherwise, (x) the Borrower Representative shall promptly notify the Administrative Agent and the Lenders thereof and (y) within 30 45 days (or such longer period as the Administrative Agent may permit) after such Person becomes a wholly-owned Subsidiary (or such later date as agreed is designated a Restricted Subsidiary or ceases to by the Administrative Agent)be an Immaterial Subsidiary, the Borrowers Borrower shall cause such Subsidiary (i) to become a new Guarantor (unless such Subsidiary (1) is by executing and delivering to the Administrative Agent a Foreign Subsidiary joinder to the Guaranty and adverse tax consequences could Security Agreement in form and substance reasonably be expected satisfactory to result from making such Subsidiary a Guarantorthe Administrative Agent, (2ii) is prohibited by law from becoming a Guarantor, (3) is a Subsidiary of a Foreign Subsidiary that is not required to be a Guarantor or (4) the primary assets of such Subsidiary are Capitol Stock or Indebtedness of a Foreign Subsidiary and adverse tax consequences could reasonably be expected to result from making such Subsidiary a Guarantor) and to grant Liens in favor of the Administrative Agent in all of its personal property (other than Excluded Property) by executing and delivering to the Administrative Agent a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, executing and delivering a Copyright Security Agreement, Patent Security Agreement and Trademark Security Agreement, as applicable, and authorizing and delivering, at the request of the Administrative Agent, such UCC financing statements or similar instruments required by the Administrative Agent to perfect the Liens in favor of the Administrative Agent and granted under any of the Loan Documents, provided, that no Domestic Loan Party shall be required to take any action under the law of any non-U.S. jurisdiction in order to create or perfect a security interest in any assets of any Borrower or Loan Party which assets are either located outside of the United States or would require action under the law of any non-U.S. jurisdiction in order to create or perfect a security interest therein (other than, subject to the limitations set forth in the paragraph below, stock of a first-tier Foreign Subsidiary of any Borrower or Domestic Loan Party), Documents and (iiiii) to deliver all such other documentation (including, without limitation, certified organizational documentsOrganization Documents, resolutions, lien searches, title insurance policies, surveys, environmental reports searches and customary legal opinions) reasonably requested by Administrative Agent and consistent with the documents delivered by the Loan Parties to take all such other actions as such Subsidiary would have been required to deliver and take on or prior to the Closing Date pursuant to Section 3.1(b)if such Subsidiary had been a Loan Party on the Closing Date. In addition, within 30 45 days (or such longer period as the Administrative Agent may permit) after the date any Person becomes a Domestic Subsidiary of the Borrower Representative (or such later date as agreed to by the Administrative Agentother than a Domestic Foreign Holdco), to the Borrower Representative shallextent such Domestic Subsidiary is owned directly by any Loan Party and constitutes a Restricted Subsidiary and does not constitute an Immaterial Subsidiary (to the extent such Immaterial Subsidiary is not a Guarantor), or shall cause the applicable Loan Party to shall (i) pledge all of the Capital Stock of such Domestic Subsidiary owned by a such Loan Party to the Administrative Agent as security for the Obligations by executing and delivering a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, Agent and (ii) deliver the original certificates certificates, if any, evidencing such pledged Capital Stock (if any) to the Administrative Agent, together with appropriate powers executed in blank; provided that in no event shall any Capital Stock of any non-wholly owned Domestic Subsidiary be pledged hereunder to the extent that the granting of a security interest in such Capital Stock is prohibited by the applicable joint-venture, shareholder, stock purchase or similar agreement. (b) In the event that, subsequent to the Closing Date, any Person becomes a Foreign SubsidiarySubsidiary or a Domestic Foreign Holdco, whether pursuant to formation, acquisition or otherwise, (x) the Borrower Representative shall promptly notify the Administrative Agent and the Lenders thereof and (y) to the extent such Foreign Subsidiary or Domestic Foreign Holdco is owned directly by any Loan PartyParty and constitutes a Restricted Subsidiary and does not constitute an Immaterial Subsidiary (to the extent such Immaterial Subsidiary is not a Guarantor), within 60 45 days (or such longer period as the Administrative Agent may permit) after such Person becomes a Foreign Subsidiary oror Domestic Foreign Holdco, if the Administrative Agent determines in its sole discretion that the Borrowers are working in good faith, such longer period as the Administrative Agent shall permit in its sole discretion, the Borrowers shall, or shall cause the applicable Loan Party to shall (i) pledge all of the Capital Stock (but, in any event, not to exceed 65% of the issued and outstanding voting Capital Stock and 100% of the issued and outstanding non-voting Capital Stock Stock) of such Foreign Subsidiary or Domestic Foreign Holdco, as applicable, owned by such Loan Party Party, to the Administrative Agent as security for the Obligations pursuant to a pledge agreement in form and substance reasonably satisfactory to the Administrative Agent, and (ii) deliver the original certificates certificates, if any, evidencing such pledged Capital Stock, if any, Stock to the Administrative Agent, together with appropriate powers executed in blank and (iii) deliver all such other documentation (including, without limitation, certified organizational documents, resolutions, lien searches and legal opinions) and to take all such other actions as the Administrative Agent may reasonably request provided, that Liens on the Capital Stock of (or other ownership interest in) a Foreign Subsidiary that are required to be pledged shall be documented under U.S. law if the cost of providing a local law pledge exceeds the benefit to Lenders, as determined by Administrative Agent in its reasonable discretion; provided further that in no event shall any Capital Stock of any non-wholly owned Foreign Subsidiary be pledged hereunder to the extent that the granting of a security interest in such Capital Stock is prohibited by the applicable joint-venture, shareholder, stock purchase or similar agreementblank. (c) The Borrowers agree Borrower agrees that, following the delivery of any Collateral Documents required to be executed and delivered by this Section, the Administrative Agent shall have a valid and enforceable, first priority (subject to Liens permitted by Section 7.2) perfected Lien on the property required to be pledged pursuant to subsections (a) and (b) of this Section (to the extent that such Lien can be perfected by execution, delivery and/or recording of the Collateral Documents or UCC financing statements, or or, if required to be delivered, possession of such Collateral), free and clear of all Liens other than Permitted LiensLiens permitted by Section 7.2. All actions to be taken pursuant to this Section shall be at the expense of the Borrowers Borrower or the applicable Loan Party, and shall be taken to the reasonable satisfaction of the Administrative Agent. (d) Notwithstanding anything herein to the contrary or in any other Loan Document, (i) the Borrower and the Guarantors shall not be required create or perfect a security interest under the laws of any non-U.S. jurisdiction or to create or perfect a security interest in assets located or titled outside the U.S. or to reimburse or indemnify the Administrative Agent for any costs or expenses incurred in connection with the taking of any of the foregoing actions in any non-U.S. jurisdiction and (ii) perfection shall not be required with respect to the following: (A) commercial tort claims with a claim value of less than $4,000,000; (B) letter-of-credit rights with a face amount less than $4,000,000 (other than those to which perfection of the security interest in such Collateral is accomplished solely by the filing of a UCC financing statement); provided that neither the Borrower nor any Guarantor shall be required to establish the Administrative Agent’s “control” (within the meaning of Section 9-107 of the UCC) over any letter-of-credit rights with a face amount greater than or equal to $4,000,000 except upon the Administrative Agent’s request during the existence of an Event of Default; (C) those assets as to which the Administrative Agent and the Borrower reasonably agree in writing that the costs of obtaining such perfection are excessive in relation to the value to the Lenders of the security to be afforded thereby and (D) any Excluded Account.

Additional Subsidiaries and Collateral. (a) In the event that, subsequent to the Closing Date, any Person becomes a wholly-owned Subsidiary (other than an Immaterial Subsidiary, a CFC or any Subsidiary of Borrower Representative (including any Subsidiary that is not wholly-owned solely as a result of directors’ qualifying shares required by applicable lawCFC), whether pursuant to formation, acquisition or otherwise, (x) the Borrower Representative Holdings shall promptly notify the Administrative Agent and the Lenders thereof and (y) within 30 days after such Person becomes a wholly-owned Subsidiary (or such later date as agreed to by the Administrative Agent), the Borrowers Holdings shall cause such Subsidiary (i) to become a new Guarantor (unless such Subsidiary (1) is a Foreign Subsidiary and adverse tax consequences could reasonably be expected to result from making such Subsidiary a Guarantor, (2) is prohibited by law from becoming a Guarantor, (3) is a Subsidiary of a Foreign Subsidiary that is not required to be a Guarantor or (4) the primary assets of such Subsidiary are Capitol Stock or Indebtedness of a Foreign Subsidiary and adverse tax consequences could reasonably be expected to result from making such Subsidiary a Guarantor) and to grant Liens in favor of the Administrative Agent in all of its personal property by executing and delivering to the Administrative Agent a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent (or a new security agreement in form and substance reasonably satisfactory to the Administrative Agent), executing and delivering a Copyright Security Agreement, Patent Security Agreement and Trademark Security Agreement, as applicable, and authorizing and delivering, at the request of the Administrative Agent, such UCC financing statements or similar instruments required by the Administrative Agent to perfect the Liens in favor of the Administrative Agent and granted under any of the Loan Documents, provided, that no Domestic Loan Party shall be required (ii) to take any action under the law of any non-U.S. jurisdiction grant Liens in order to create or perfect a security interest in any assets of any Borrower or Loan Party which assets are either located outside favor of the United States or would require action under the law of any non-U.S. jurisdiction Administrative Agent in order to create or perfect a security interest therein (other than, subject all fee ownership interests in Real Estate by executing and delivering to the limitations set forth in Administrative Agent such Real Estate Documents as the paragraph below, stock of a first-tier Foreign Subsidiary of any Borrower or Domestic Loan Party)Administrative Agent shall require, and (iiiii) to deliver all such other documentation (including, without limitation, certified organizational documents, resolutions, lien searches, title insurance policies, surveys, environmental reports and legal opinions) reasonably requested by Administrative Agent and consistent with the documents delivered by the to take all such other actions as such Subsidiary would have been required to deliver and take pursuant to Section 3.1 if such Subsidiary had been a Loan Parties Party on or prior to the Closing Date or that such Subsidiary would be required to deliver pursuant to Section 3.1(b)5.13 with respect to any Real Estate. In addition, within 30 days after the date any Person becomes a Domestic Subsidiary (other than a CFC or any Subsidiary of the Borrower Representative (or such later date as agreed to by the Administrative Agenta CFC), the Borrower Representative Holdings shall, or shall cause the applicable Loan Party to (i) pledge all of the Capital Stock of such Domestic Subsidiary owned by a Loan Party to the Administrative Agent as security for the Obligations by executing and delivering a supplement to the Guaranty and Security Agreement in form and substance satisfactory to the Administrative Agent (or other pledge agreement in form and substance reasonably satisfactory to the Administrative Agent), and (ii) deliver the original certificates evidencing such pledged Capital Stock (if any) to the Administrative Agent, together with appropriate powers executed in blank; provided that . Notwithstanding the terms of this Section 5.12(a) or any other term in this Agreement or any other Loan Document to the contrary, no event Loan Party shall be required to pledge its ownership interest in any Capital Stock of any non-wholly owned Domestic joint venture that is not a Subsidiary be pledged hereunder to if the extent that the granting grant of a security interest in therein would violate any organizational document of such Capital Stock is prohibited by the applicable joint-joint venture, shareholder, stock purchase or similar agreement. (b) In the event that, subsequent to the Closing Date, any Person becomes a Foreign SubsidiarySubsidiary that is a CFC, whether pursuant to formation, acquisition or otherwise, (x) the Borrower Representative Holdings shall promptly notify the Administrative Agent and the Lenders thereof and (y) to the extent such Foreign Subsidiary is owned directly by any Loan Party, within 60 days after such Person becomes a Foreign Subsidiary or, if the Administrative Agent determines in its sole discretion that the Borrowers are Holdings is working in good faith, such longer period as the Administrative Agent shall permit in its sole discretionnot to exceed 60 additional days, the Borrowers Holdings shall, or shall cause the applicable Loan Party to (i) pledge 65% of the issued and outstanding voting Capital Stock and 100% of the issued and outstanding non-voting Capital Stock units, or other evidence of ownership, of such Foreign Subsidiary, as applicable; provided that, in no event shall any such Foreign Subsidiary owned by that is a CFC be required to grant or pledge any interest in the Capital Stock, or other evidence of ownership, of any Subsidiary of any such Loan Party Foreign Subsidiary) to the Administrative Agent as security for the Obligations pursuant to a pledge agreement in form and substance reasonably satisfactory to the Administrative Agent; provided that no pledge agreement governed by the applicable law of any non-U.S. jurisdiction shall be required for any Foreign Subsidiary that is not a Material Foreign Subsidiary, (ii) deliver the original certificates evidencing such pledged Capital Stock, if any, Stock to the Administrative Agent, together with appropriate powers executed in blank and (iii) if such Foreign Subsidiary is a Material Foreign Subsidiary, deliver all such other documentation (including, without limitation, certified organizational documents, resolutions, lien searches and legal opinions) and to take all such other actions as the Administrative Agent may reasonably request provided, that Liens on the Capital Stock of (or other ownership interest in) a Foreign Subsidiary that are required to be pledged shall be documented under U.S. law if the cost of providing a local law pledge exceeds the benefit to Lenders, as determined by Administrative Agent in its reasonable discretion; provided further that in no event shall any Capital Stock of any non-wholly owned Foreign Subsidiary be pledged hereunder to the extent that the granting of a security interest in such Capital Stock is prohibited by the applicable joint-venture, shareholder, stock purchase or similar agreementrequest. (c) The Borrowers agree Holdings agrees that, following the delivery of any Collateral Documents required to be executed and delivered by this Section, the Administrative Agent shall have a valid and enforceable, first priority perfected Lien on the property required to be pledged pursuant to subsections (a) and (b) of this Section (to the extent that such Lien can be perfected by execution, delivery and/or recording of the Collateral Documents or UCC financing statements, or possession of such Collateral), free and clear of all Liens other than Permitted LiensLiens expressly permitted by Section 7.2. All actions to be taken pursuant to this Section shall be at the expense of the Borrowers Borrower or the applicable Loan Party, and shall be taken to the reasonable satisfaction of the Administrative Agent.

Additional Subsidiaries and Collateral. (a) In the event that, subsequent to the Closing Date, any Person becomes a wholly-owned Subsidiary of Borrower Representative (including any Subsidiary that is not wholly-owned solely as a result of directors’ qualifying shares required by applicable law)Domestic Subsidiary, whether pursuant to formation, acquisition or otherwise, (x) the Borrower Representative shall promptly notify the Administrative Agent and the Lenders thereof and (y) within 30 days (or such later period of time as the Administrative Agent may agree) after such Person becomes a wholly-owned Subsidiary (or such later date as agreed to by the Administrative Agent)Domestic Subsidiary, the Borrowers Borrower shall cause such Domestic Subsidiary (i) to become a new Guarantor (unless such Subsidiary (1) is a Foreign Subsidiary and adverse tax consequences could reasonably be expected to result from making such Subsidiary a Guarantor, (2) is prohibited by law from becoming a Guarantor, (3) is a Subsidiary of a Foreign Subsidiary that is not required to be a Guarantor or (4) the primary assets of such Subsidiary are Capitol Stock or Indebtedness of a Foreign Subsidiary and adverse tax consequences could reasonably be expected to result from making such Subsidiary a Guarantor) and to grant Liens in favor of the Administrative Agent in all of its personal property by executing and delivering to the Administrative Agent a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, executing and delivering a Copyright Security Agreement, Patent Security Agreement and Trademark Security Agreement, as applicable, and authorizing and delivering, at the request of the Administrative Agent, such UCC financing statements or similar instruments required by the Administrative Agent to perfect the Liens in favor of the Administrative Agent and granted under any of the Loan Documents, provided, that no Domestic Loan Party shall be required (ii) to take any action under the law of any non-U.S. jurisdiction grant Liens in order to create or perfect a security interest in any assets of any Borrower or Loan Party which assets are either located outside favor of the United States or would require action under the law of any non-U.S. jurisdiction Administrative Agent in order to create or perfect a security interest therein (other than, subject all interests in Material Real Estate by executing and delivering to the limitations set forth in Administrative Agent such Real Estate Documents as the paragraph below, stock of a first-tier Foreign Subsidiary of any Borrower or Domestic Loan Party)Administrative Agent shall require, and (iiiii) to deliver all such other documentation (including, without limitation, certified organizational documents, resolutions, lien searches, title insurance policies, surveys, environmental reports and legal opinions) reasonably requested by Administrative Agent and consistent with the documents delivered by the to take all such other actions as such Subsidiary would have been required to deliver and take pursuant to Section 3.1 if such Subsidiary had been a Loan Parties Party on or prior to the Closing Date or that such Subsidiary would be required to deliver pursuant to Section 3.1(b)5.13 with respect to any Real Estate. In addition, within 30 days (or such later period of time as the Administrative Agent may agree) after the date any Person becomes a Domestic Subsidiary of the Borrower Representative (or such later date as agreed to by the Administrative Agent)Subsidiary, the Borrower Representative shall, or shall cause the applicable Loan Party to (i) pledge all of the Capital Stock Equity Interests of such Domestic Subsidiary owned by a Loan Party to the Administrative Agent as security for the Obligations by executing and delivering a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, and (ii) deliver the original certificates evidencing such pledged Capital Stock (if any) Equity Interests to the Administrative Agent, together with appropriate powers executed in blank; provided that in no event shall any Capital Stock of any non-wholly owned Domestic Subsidiary be pledged hereunder to the extent that the granting of a security interest in such Capital Stock is prohibited by the applicable joint-venture, shareholder, stock purchase or similar agreement. (b) In the event that, subsequent to the Closing Date, any Person becomes a Foreign Subsidiary, whether pursuant to formation, acquisition or otherwise, (x) the Borrower Representative shall promptly notify the Administrative Agent and the Lenders thereof and (y) to the extent such Foreign Subsidiary is owned directly by any Loan Party, within 60 days after such Person becomes a Foreign Subsidiary or, if the Administrative Agent determines in its sole discretion that the Borrowers are Borrower is working in good faith, such longer period as the Administrative Agent shall permit in its sole discretionnot to exceed 60 additional days, the Borrowers Borrower shall, or shall cause the applicable Loan Party to (i) pledge all of the Equity Interests of such Foreign Subsidiary (or, if the pledge of all of the voting Equity Interests of such Foreign Subsidiary would result in materially adverse tax consequences, then such pledge shall be limited to 65% of the issued and outstanding voting Capital Stock Equity Interests and 100% of the issued and outstanding non-voting Capital Stock Equity Interests of such Foreign Subsidiary owned by such Loan Party Subsidiary, as applicable) to the Administrative Agent as security for the Obligations pursuant to a pledge agreement in form and substance reasonably satisfactory to the Administrative Agent, (ii) deliver the original certificates evidencing such pledged Capital Stock, if any, Equity Interests to the Administrative Agent, together with appropriate powers executed in blank and (iii) deliver all such other documentation (including, without limitation, certified organizational documents, resolutions, lien searches and legal opinions) and to take all such other actions as the Administrative Agent may reasonably request provided, that Liens on the Capital Stock of (or other ownership interest in) a Foreign Subsidiary that are required to be pledged shall be documented under U.S. law if the cost of providing a local law pledge exceeds the benefit to Lenders, as determined by Administrative Agent in its reasonable discretion; provided further that in no event shall any Capital Stock of any non-wholly owned Foreign Subsidiary be pledged hereunder to the extent that the granting of a security interest in such Capital Stock is prohibited by the applicable joint-venture, shareholder, stock purchase or similar agreementrequest. (c) The Borrowers agree that, following Prior to the delivery of any Collateral Documents required date that Triad shall cease to be executed and delivered by this Sectionthe immediate parent company of the Borrower, the Borrower shall cause its immediate parent company to (i) pledge all of its Equity Interests of the Borrower to the Administrative Agent shall have as security for the Obligations by executing and delivering a valid pledge agreement to the Administrative Agent in form and enforceablesubstance substantially similar to the Pledge Agreement, first priority perfected Lien on the property required to be pledged pursuant to subsections (a) and (bii) of this Section (deliver any original certificates evidencing such pledged Equity Interests to the extent that such Lien can be perfected by execution, delivery and/or recording of the Collateral Documents or UCC financing statements, or possession of such Collateral), free and clear of all Liens other than Permitted Liens. All actions to be taken pursuant to this Section shall be at the expense of the Borrowers or the applicable Loan Party, and shall be taken to the reasonable satisfaction of the Administrative Agent, together with appropriate powers executed in blank.

Additional Subsidiaries and Collateral. (a) In the event thatSubject to subsection (b) below, subsequent no later than December 15 of each calendar year, to the Closing Date, any Person becomes a wholly-owned Subsidiary extent that the Pro Forma EBITDA of Borrower Representative those Subsidiaries which have not delivered all relevant joinder documents pursuant to this Section 9.12 exceeds twenty percent (including any Subsidiary that is not wholly-owned solely as a result 20%) of directors’ qualifying shares required by applicable lawConsolidated Pro Forma EBITDA (in each case for the most recent period of four (4) consecutive fiscal quarters), whether cause to be delivered to the Administrative Agent, (i) a Joinder Agreement duly executed by the Borrower, each such Subsidiary and the parent of each such Subsidiary pursuant to formation, acquisition or otherwisewhich (A) each such Subsidiary shall become a Subsidiary Guarantor under the Subsidiary Guaranty Agreement, (xB) each such Subsidiary shall become a Grantor under the Borrower Representative Security Agreement and (C) each such Subsidiary shall promptly notify become an Issuer or Partnership/LLC under the Pledge Agreement, (ii) such closing documents and closing certificates consistent with Section 6.2 hereof as may reasonably be requested by the Administrative Agent (including, without limitation, favorable legal opinions of counsel to the Credit Parties, including opinions of local counsel with respect to any Core Subsidiary, addressed to the Administrative Agent and the Lenders thereof in form and substance satisfactory to the Administrative Agent with respect to such Joinder Agreement and the Collateral relating thereto) and (yiii) within 30 days after such Person becomes a wholly-owned Subsidiary (or such later date as agreed to other documents reasonably requested by the Administrative Agent), the Borrowers shall cause such Subsidiary (i) to become a new Guarantor (unless such Subsidiary (1) is a Foreign Subsidiary and adverse tax consequences could reasonably be expected to result from making such Subsidiary a Guarantor, (2) is prohibited by law from becoming a Guarantor, (3) is a Subsidiary of a Foreign Subsidiary that is not required to be a Guarantor or (4) the primary assets of such Subsidiary are Capitol Stock or Indebtedness of a Foreign Subsidiary and adverse tax consequences could reasonably be expected to result from making such Subsidiary a Guarantor) and to grant Liens in favor of the Administrative Agent in order that each such Subsidiary shall become bound by all of its personal property by executing the terms, covenants and delivering to agreements contained in the Administrative Agent a supplement to Subsidiary Guaranty Agreement, the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, executing and delivering a Copyright Security Agreement, Patent Security the Pledge Agreement and Trademark Security Agreement, as applicable, and authorizing and delivering, at the request of the Administrative Agent, any other Loan Document applicable to each such UCC financing statements or similar instruments required by the Administrative Agent to perfect the Liens in favor of the Administrative Agent and granted under any of the Loan Documents, provided, that no Domestic Loan Party shall be required to take any action under the law of any non-U.S. jurisdiction in order to create or perfect a security interest in any assets of any Borrower or Loan Party which assets are either located outside of the United States or would require action under the law of any non-U.S. jurisdiction in order to create or perfect a security interest therein Subsidiary. (other than, subject b) Notwithstanding anything to the limitations set forth contrary contained in the paragraph belowsubsection (a) above, stock of a first-tier Foreign Subsidiary of any Borrower or Domestic Loan Party), and (ii) to deliver all such other documentation (including, without limitation, certified organizational documents, resolutions, lien searches, title insurance policies, surveys, environmental reports and legal opinions) reasonably requested by Administrative Agent and consistent with the documents delivered by the Loan Parties on or prior to the Closing Date pursuant to Section 3.1(b). In addition, within 30 days after the date any Person becomes a Domestic Subsidiary of the Borrower Representative (or such later date as agreed to by the Administrative Agent), the Borrower Representative shall, or shall cause the applicable Loan Party to (i) pledge all of the Capital Stock of such Domestic Subsidiary owned by a Loan Party to the Administrative Agent as security for the Obligations by executing and delivering a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, and (ii) deliver the original certificates evidencing such pledged Capital Stock (if any) to the Administrative Agent, together with appropriate powers executed in blank; provided that in no event shall any Capital Stock of any non-wholly owned Domestic Subsidiary be pledged hereunder to the extent that the granting Pro Forma EBITDA of a security interest in such Capital Stock is prohibited by the applicable joint-venture, shareholder, stock purchase or similar agreement. (b) In the event that, subsequent those Subsidiaries which have not delivered all relevant joinder documents required to the Closing Date, any Person becomes a Foreign Subsidiary, whether be delivered pursuant to formation, acquisition or otherwise, this Section 9.12 exceeds twenty-five percent (x25%) the Borrower Representative shall promptly notify the Administrative Agent and the Lenders thereof and of Consolidated Pro Forma EBITDA (y) to the extent such Foreign Subsidiary is owned directly by any Loan Party, within 60 days after such Person becomes a Foreign Subsidiary or, if the Administrative Agent determines in its sole discretion that the Borrowers are working in good faith, such longer period as the Administrative Agent shall permit in its sole discretion, the Borrowers shall, or shall cause the applicable Loan Party to (i) pledge 65% of the issued and outstanding voting Capital Stock and 100% of the issued and outstanding non-voting Capital Stock of such Foreign Subsidiary owned by such Loan Party to the Administrative Agent as security each case for the Obligations pursuant most recent period of four (4) consecutive fiscal quarters) at any time prior to a pledge agreement in form and substance reasonably satisfactory to the Administrative AgentDecember 15 of each calendar year, (ii) deliver the original certificates evidencing such pledged Capital Stock, if any, to the Administrative Agent, together with appropriate powers executed in blank and (iii) deliver all such other documentation (including, without limitation, certified organizational documents, resolutions, lien searches and legal opinions) and to take all such other actions as the Administrative Agent may reasonably request provided, that Liens on the Capital Stock of (or other ownership interest in) a Foreign Subsidiary that are Borrower and such Subsidiaries deliver all relevant joinder documents required to be pledged shall be documented under U.S. law if the cost of providing a local law pledge exceeds the benefit to Lenders, as determined by Administrative Agent in its reasonable discretion; provided further that in no event shall any Capital Stock of any non-wholly owned Foreign Subsidiary be pledged hereunder to the extent that the granting of a security interest in such Capital Stock is prohibited by the applicable joint-venture, shareholder, stock purchase or similar agreement. (c) The Borrowers agree that, following the delivery of any Collateral Documents required to be executed and delivered by this Section, the Administrative Agent shall have a valid and enforceable, first priority perfected Lien on the property required to be pledged pursuant to subsections (a) and (b) of this Section (to the extent that such Lien can be perfected by execution, delivery and/or recording of the Collateral Documents or UCC financing statements, or possession of such Collateral), free and clear of all Liens other than Permitted Liens. All actions to be taken pursuant to this Section shall be at the expense 9.12 within twenty (20) Business Days of the Borrowers or the applicable Loan Party, and shall be taken to the reasonable satisfaction of the Administrative Agentsuch determination.

Additional Subsidiaries and Collateral. (a) In the event that, subsequent to the Closing Date, (i) any Person becomes a wholly-owned Restricted Subsidiary of Borrower Representative (other than an Excluded Subsidiary) is formed or acquired (including any by Division), (ii) an Unrestricted Subsidiary that is not wholly-owned solely redesignated as a result of directors’ qualifying shares required by applicable law)Restricted Subsidiary, whether pursuant (iii) any Restricted Subsidiary ceases to formationbe an Excluded Subsidiary or (iv) the Borrower, acquisition or otherwiseat its option, elects to cause a Domestic Subsidiary to become a Subsidiary Loan Party, (x) the Borrower Representative shall promptly notify the Administrative Agent and the Lenders thereof and (y) within 30 60 days after such Person becomes a wholly-owned Subsidiary (or such later date longer period as agreed to by the Administrative Agent)Agent agrees) after such Restricted Subsidiary is formed or acquired, such Unrestricted Subsidiary is redesignated as a Restricted Subsidiary, such Restricted Subsidiary ceases to be an Excluded Subsidiary or the Borrower has made such election, as applicable, the Borrowers Borrower shall cause such Restricted Subsidiary (i) to become a new Guarantor (unless such Subsidiary (1) is a Foreign Subsidiary and adverse tax consequences could reasonably be expected to result from making such Subsidiary a Guarantor, (2) is prohibited by law from becoming a Guarantor, (3) is a Subsidiary of a Foreign Subsidiary that is not required to be a Guarantor or (4) the primary assets of such Subsidiary are Capitol Stock or Indebtedness of a Foreign Subsidiary and adverse tax consequences could reasonably be expected to result from making such Subsidiary a Guarantor) and to grant Liens in favor of the Administrative Agent in all of its personal property (other than Excluded Property) by executing and delivering to the Administrative Agent a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, executing and delivering a Copyright Security Agreement, Patent Security Agreement and Trademark Security Agreement, as applicable, and authorizing and delivering, at the request of the Administrative Agent, such UCC financing statements or similar instruments required by the Administrative Agent to perfect the Liens in favor of the Administrative Agent and granted under any of the Loan Documents, provided(ii) to the extent required, that no Domestic Loan Party shall be required to take any action under the law of any non-U.S. jurisdiction grant Liens in order to create or perfect a security interest in any assets of any Borrower or Loan Party which assets are either located outside favor of the United States or would require action under the law of any non-U.S. jurisdiction Administrative Agent in order to create or perfect a security interest therein all interests in fee owned Real Estate (other than, subject to Permitted Encumbrances) by executing and delivering to the limitations set forth in Administrative Agent such Real Estate Documents as the paragraph below, stock of a first-tier Foreign Subsidiary of any Borrower or Domestic Loan Party)Administrative Agent shall require, and (iiiii) to deliver all such other documentation (including, without limitation, certified organizational documents, resolutions, lien searches, title insurance policies, surveys, environmental reports and legal opinions) reasonably requested by Administrative Agent and consistent with the documents delivered by the to take all such other actions as such Restricted Subsidiary would have been required to deliver and take pursuant to Section 3.1 if such Restricted Subsidiary had been a Loan Parties Party on or prior to the Closing Date or that such Restricted Subsidiary would be required to deliver pursuant to Section 3.1(b)5.11 with respect to any fee owned Real Estate; provided, however, no Foreign Subsidiary shall be required to become a Guarantor or grant Liens in its personal property or fee owned Real Estate. In addition, within 30 days (or such longer period as the Administrative Agent agrees) after the date any Person becomes a Domestic Subsidiary of the Borrower Representative (or such later date as agreed to by the Administrative Agent)Restricted Subsidiary, the Borrower Representative shall, or shall cause the applicable Loan Party to (i) pledge all of the Capital Stock of such Domestic Restricted Subsidiary owned by a Loan Party to the Administrative Agent as security for the Obligations by executing and delivering a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, and (ii) deliver the original certificates evidencing such pledged Capital Stock (if any) to the Administrative Agent, together with appropriate powers executed in blank; provided that in no event shall any Capital Stock of any non-wholly owned Domestic Subsidiary be pledged hereunder to the extent that the granting of a security interest in such Capital Stock is prohibited by the applicable joint-venture, shareholder, stock purchase or similar agreement. (b) In the event that, subsequent to the Closing Date, any Person becomes a Foreign Subsidiary, whether pursuant to formation, acquisition or otherwise, (x) the Borrower Representative shall promptly notify the Administrative Agent and the Lenders thereof and (y) to the extent such Foreign Subsidiary is owned directly by any Loan Party, within 60 days after such Person becomes a Foreign Subsidiary or, if the Administrative Agent determines in its sole discretion that the Borrowers are working in good faith, such longer period as the Administrative Agent shall permit in its sole discretion, the Borrowers shall, or shall cause the applicable Loan Party to (i) pledge 65% of the issued and outstanding voting Capital Stock and 100% of the issued and outstanding non-voting Capital Stock of such Foreign Subsidiary owned by such Loan Party to the Administrative Agent as security for the Obligations pursuant to a pledge agreement in form and substance reasonably satisfactory to the Administrative Agent, (ii) deliver the original certificates evidencing such pledged Capital Stock, if any, to the Administrative Agent, together with appropriate powers executed in blank and (iii) deliver all such other documentation (including, without limitation, certified organizational documents, resolutions, lien searches and legal opinions) and to take all such other actions as the Administrative Agent may reasonably request provided, that Liens on the Capital Stock of (or other ownership interest in) a Foreign Subsidiary that are required to be pledged shall be documented under U.S. law if the cost of providing a local law pledge exceeds the benefit to Lenders, as determined by Administrative Agent in its reasonable discretion; provided further that in no event shall any Capital Stock of any non-wholly owned Foreign Subsidiary be pledged hereunder to the extent that the granting of a security interest in such Capital Stock is prohibited by the applicable joint-venture, shareholder, stock purchase or similar agreement[reserved]. (c) The Borrowers Borrower shall and shall cause its Restricted Subsidiaries, to furnish to the Administrative Agent within 20 days of such event (or such later date as the Administrative Agent may agree in its sole discretion) written notice of any change in any Loan Party’s: (i) legal name; (ii) type of organization; (iii) location (determined as provided in UCC Section 9-307); or (iv) jurisdiction of organization. The Borrower shall not effect or permit any such change unless all filings have been made, or will be made within any statutory period, under the UCC or otherwise that are required in order for the Administrative Agent to continue at all times following such change to have a valid, legal and perfected security interest in all Collateral held by such Loan Party. (d) The Borrower agrees that, following the delivery of any Collateral Documents required to be executed and delivered by this Section, the Administrative Agent shall have a valid and enforceable, first priority perfected Lien on the property required to be pledged pursuant to subsections (a) and (b) of this Section (to the extent that such Lien can be perfected by execution, delivery and/or recording of the Collateral Documents or UCC financing statements, or possession of such Collateral), free and clear of all Liens other than Permitted LiensLiens expressly permitted by Section 7.2. All actions to be taken pursuant to this Section shall be at the expense of the Borrowers Borrower or the applicable Loan Party, and shall be taken to the reasonable satisfaction of the Administrative Agent. Notwithstanding anything to the contrary, the provisions of this Section 5.10 need not be satisfied with respect to any exclusions and carve-outs from the security or perfection requirements, as applicable, set forth in the Guaranty and Security Agreement or any other applicable Collateral Document.

Additional Subsidiaries and Collateral. (a) In the event that, subsequent to At such time as any Subsidiary of any Credit Party is created or acquired after the Closing Date, any Person becomes a wholly-owned Subsidiary of Borrower Representative (including any Subsidiary that is not wholly-owned solely as a result of directors’ qualifying shares required by applicable law), whether pursuant to formation, acquisition or otherwise, (x) the Borrower Representative shall promptly notify the Administrative Agent and the Lenders thereof and (y) within 30 days after such Person becomes a wholly-owned Subsidiary (or such later date as agreed to by the Administrative Agent), the Borrowers shall cause such Subsidiary (i) to become a new Guarantor (unless such Subsidiary (1) is a Foreign Subsidiary and adverse tax consequences could reasonably be expected to result from making such Subsidiary a Guarantor, (2) is prohibited by law from becoming a Guarantor, (3) is a Subsidiary of a Foreign Subsidiary that is not required to be a Guarantor or (4) the primary assets of such Subsidiary are Capitol Stock or Indebtedness of a Foreign Subsidiary executed and adverse tax consequences could reasonably be expected to result from making such Subsidiary a Guarantor) and to grant Liens in favor of the Administrative Agent in all of its personal property by executing and delivering delivered to the Administrative Agent (i) a Joinder Agreement such that such Subsidiary shall become a Guarantor hereunder, (ii) a supplement to the Guaranty Security Agreement, a Mortgage for each parcel of real property owned or leased thereby and such other applicable Security Agreement Documents in form and substance reasonably satisfactory to the Administrative AgentAgent such that the assets of such Subsidiary shall become Collateral for the Credit Party Obligations, executing and delivering (iii) a Copyright Security Agreementduly executed Pledge Agreement or supplement thereto, Patent Security Agreement and Trademark Security Agreement, with such changes as applicable, and authorizing and delivering, at the request of the Administrative Agent, such UCC financing statements or similar instruments required by the Administrative Agent may reasonably request, such that all of the Capital Stock or other equity interests of such Subsidiary is pledged to perfect the Liens in favor Administrative Agent for the ratable benefit of itself and the Lenders and (iv) favorable legal opinions addressed to the Administrative Agent and granted under Lenders in form and substance reasonably satisfactory thereto with respect to such supplements and agreements and such other documents and closing certificates as consistent with Article IV as may be reasonably requested by the Administrative Agent. (b) Upon the consummation by any of the Loan Documents, provided, that no Domestic Loan Credit Party shall be required to take or any action under the law of any non-U.S. jurisdiction in order to create or perfect a security interest in any assets of any Borrower or Loan Party which assets are either located outside of the United States or would require action under the law of any non-U.S. jurisdiction in order to create or perfect a security interest therein (other than, subject to the limitations set forth in the paragraph below, stock of a first-tier Foreign Subsidiary of any Borrower or Domestic Loan Party), and lease with respect to (iii) to deliver all such other documentation real property (including, without limitation, certified organizational documentsretail store sites) at which any material assets or equipment are to be located, resolutions, lien searches, title insurance policies, surveys, environmental reports and legal opinions) reasonably requested by Administrative Agent and consistent with the documents cause to be executed and/or delivered by the Loan Parties on or prior to the Closing Date pursuant to Section 3.1(b). In addition, within 30 days after the date any Person becomes a Domestic Subsidiary of the Borrower Representative (or such later date as agreed to by the Administrative Agent), the Borrower Representative shall, or shall cause the applicable Loan Party to (i) pledge all of the Capital Stock of such Domestic Subsidiary owned by a Loan Party to the Administrative Agent as security for the Obligations by executing and delivering a supplement (A) with respect to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, and (ii) deliver the original certificates evidencing each such pledged Capital Stock (if any) to the Administrative Agent, together with appropriate powers executed in blank; provided property that in no event shall any Capital Stock of any non-wholly owned Domestic Subsidiary be pledged hereunder to the extent that the granting of a security interest in such Capital Stock is prohibited by the applicable joint-venture, shareholder, stock purchase or similar agreement. (b) In the event that, subsequent to the Closing Date, any Person becomes a Foreign Subsidiary, whether pursuant to formation, acquisition or otherwiseowned, (x) a Mortgage with respect to such property and (y) a favorable opinion of counsel to the Borrower Representative shall promptly notify Credit Parties addressed to the Administrative Agent and the Lenders thereof and (y) to the extent such Foreign Subsidiary is owned directly by any Loan Party, within 60 days after such Person becomes a Foreign Subsidiary or, if the Administrative Agent determines in its sole discretion that the Borrowers are working in good faith, such longer period as the Administrative Agent shall permit in its sole discretion, the Borrowers shall, or shall cause the applicable Loan Party to (i) pledge 65% of the issued and outstanding voting Capital Stock and 100% of the issued and outstanding non-voting Capital Stock of such Foreign Subsidiary owned by such Loan Party to the Administrative Agent as security for the Obligations pursuant to a pledge agreement in form and substance reasonably satisfactory to the Administrative Agent, (B) with respect to each such property that is leased, (x) a copy of the lease and all related documents and (y) a landlord consent and estoppel letter with respect to such property, (C) a legal description of the premises, (D) UCC-1 Financing Statements in form and substance satisfactory to the Administrative Agent with respect to such premises and any other filings or recordings necessary to perfect the security interests of the Lenders in all Collateral located at such premises, and (E) each additional document, instrument or other item of information reasonably requested by the Administrative Agent; (ii) deliver SBA cell sites, cause to be executed and delivered (A) all amendments deemed necessary or advisable by the original certificates evidencing Administrative Agent to all applicable SBA Agreements, and (B) UCC-1 Financing Statements in form and substance satisfactory to the Administrative Agent with respect to such pledged Capital Stockpremises and each additional document, instrument or other item of information reasonably requested by the Administrative Agent; and (iii) Non-SBA collocation sites, cause to be executed and/or delivered to the Administrative Agent (A) a Collateral Assignment of Contract Rights and, if any, to requested by the Administrative Agent, together with appropriate powers executed a Consent in blank connection therewith, (B) a legal description of the premises, (C) a copy of the lease and (iii) deliver all such other documentation (including, without limitation, certified organizational related documents, resolutions, lien searches (D) UCC-1 Financing Statements in form and legal opinions) and substance satisfactory to take all such other actions as the Administrative Agent may reasonably request providedwith respect to such premises and any other filings or recordings necessary to perfect the security interests of the Lenders in all Collateral located at such premises, that Liens on the Capital Stock of and (E) each additional document, instrument or other ownership interest in) a Foreign Subsidiary that are required to be pledged shall be documented under U.S. law if the cost item of providing a local law pledge exceeds the benefit to Lenders, as determined by Administrative Agent in its reasonable discretion; provided further that in no event shall any Capital Stock of any non-wholly owned Foreign Subsidiary be pledged hereunder to the extent that the granting of a security interest in such Capital Stock is prohibited information reasonably requested by the applicable joint-venture, shareholder, stock purchase or similar agreementAdministrative Agent. (c) The Borrowers agree that, following the delivery of any Collateral Promptly deliver from time to time such additional Security Documents required to be executed and delivered by this Section, the Administrative Agent shall have a valid and enforceable, first priority perfected Lien on upon the property required to be pledged pursuant to subsections (a) and (b) of this Section (to the extent that such Lien can be perfected by execution, delivery and/or recording reasonable request of the Collateral Documents or UCC financing statements, or possession Required Lenders with respect to any assets of any such Collateral), free and clear of all Liens other than Permitted Liens. All actions Person not subject to be taken pursuant to this Section shall be at the expense of the Borrowers or the applicable Loan Party, and shall be taken to the reasonable satisfaction an existing Lien in favor of the Administrative AgentAgent for the ratable benefit of itself and the Lenders.

Additional Subsidiaries and Collateral. (a) In the event that, subsequent to the Closing Date, any Person becomes a wholly-owned Subsidiary of Borrower Representative (including any Subsidiary that is not wholly-owned solely as a result of directors’ qualifying shares required by applicable law)Domestic Subsidiary, whether pursuant to formation, acquisition or otherwise, or ceases to be an Excluded Subsidiary, (x) the Borrower Representative shall promptly notify the Administrative Agent and the Lenders thereof and (y) within 30 90 days after the date such Person becomes a wholly-owned Domestic Subsidiary (or, in the case of any Domestic Subsidiary with no assets, within 180 days after such date) or such later date as agreed ceases to by the Administrative Agent)be an Excluded Subsidiary, the Borrowers Borrower shall cause such Subsidiary (i) to become a new Guarantor (unless such Subsidiary (1) is a Foreign Subsidiary and adverse tax consequences could reasonably be expected to result from making such Subsidiary a Guarantor, (2) is prohibited by law from becoming a Guarantor, (3) is a Subsidiary of a Foreign Subsidiary that is not required to be a Guarantor or (4) the primary assets of such Subsidiary are Capitol Stock or Indebtedness of a Foreign Subsidiary and adverse tax consequences could reasonably be expected to result from making such Subsidiary a Guarantor) and to grant Liens in favor of the Administrative Agent in all of its personal property by executing and delivering to the Administrative Agent a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, executing and delivering a Copyright Security Agreement, Patent Security Agreement and Trademark Security Agreement, as applicable, and authorizing and delivering, at the request of the Administrative Agent, such UCC financing statements or similar instruments required by the Administrative Agent to perfect the Liens in favor of the Administrative Agent and granted under any of the Loan Documents, provided, that no Domestic Loan Party shall be required to take any action under the law of any non-U.S. jurisdiction in order to create or perfect a security interest in any assets of any Borrower or Loan Party which assets are either located outside of the United States or would require action under the law of any non-U.S. jurisdiction in order to create or perfect a security interest therein (other than, subject to the limitations set forth in the paragraph below, stock of a first-tier Foreign Subsidiary of any Borrower or Domestic Loan Party), Documents and (ii) to deliver all such other documentation (including, without limitation, certified organizational documents, resolutions, lien searches, title insurance policies, surveys, environmental reports negative pledges and legal opinions) reasonably requested by Administrative Agent and consistent with the documents delivered by the to take all such other actions as such Subsidiary would have been required to deliver and take pursuant to Section 3.1 if such Subsidiary had been a Loan Parties Party on or prior to the Closing Date or that such Subsidiary would be required to deliver pursuant to Section 3.1(b)5.13 with respect to any Real Estate. In addition, within 30 90 days after the date any Person becomes a Domestic Subsidiary (or, in the case of the Borrower Representative (any Domestic Subsidiary with no assets, within 180 days after such date) or such later date as agreed ceases to by the Administrative Agent)be an Excluded Subsidiary, the Borrower Representative shall, or shall cause the applicable Loan Party to (i) pledge all of the Capital Stock of such Domestic Subsidiary owned by a Loan Party to the Administrative Agent as security for the Obligations by executing and delivering a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, and (ii) deliver the original certificates evidencing such pledged Capital Stock (if any) to the Administrative Agent, together with appropriate powers executed in blank; provided that in no event shall any Capital Stock of any non-wholly owned Domestic Subsidiary be pledged hereunder to the extent that the granting of a security interest in such Capital Stock is prohibited by the applicable joint-venture, shareholder, stock purchase or similar agreement. (b) In the event that, subsequent to the Closing Date, any Person becomes a Foreign Subsidiary, whether pursuant to formation, acquisition or otherwise, (x) the Borrower Representative shall promptly notify the Administrative Agent and the Lenders thereof and (y) to the extent such Foreign Subsidiary is owned directly by any Loan Party, within 60 days after such Person becomes a Foreign Subsidiary or, if the Administrative Agent determines in its sole discretion that the Borrowers are Borrower is working in good faith, such longer period as the Administrative Agent shall permit in its sole discretionnot to exceed 60 additional days, the Borrowers Borrower shall, or shall cause the applicable Loan Party to (i) pledge 65all of the Capital Stock of such Foreign Subsidiary (or, if the pledge of all of the voting Capital Stock of such Foreign Subsidiary would result in materially adverse tax consequences, then such pledge shall be limited to 66% of the issued and outstanding voting Capital Stock and 100% of the issued and outstanding non-voting Capital Stock of such Foreign Subsidiary owned by such Loan Party Subsidiary, as applicable) to the Administrative Agent as security for the Obligations pursuant to a pledge agreement in form and substance reasonably satisfactory to the Administrative Agent, (ii) deliver the original certificates evidencing such pledged Capital Stock, if any, Stock to the Administrative Agent, together with appropriate powers executed in blank and (iii) deliver all such other documentation (including, without limitation, certified organizational documents, resolutions, lien searches and legal opinions) and to take all such other actions as the Administrative Agent may reasonably request provided, that Liens on the Capital Stock of (or other ownership interest in) a Foreign Subsidiary that are required to be pledged shall be documented under U.S. law if the cost of providing a local law pledge exceeds the benefit to Lenders, as determined by Administrative Agent in its reasonable discretion; provided further that in no event shall any Capital Stock of any non-wholly owned Foreign Subsidiary be pledged hereunder to the extent that the granting of a security interest in such Capital Stock is prohibited by the applicable joint-venture, shareholder, stock purchase or similar agreementrequest. (c) The Borrowers agree Borrower agrees that, following the delivery of any Collateral Documents required to be executed and delivered by this Section, the Administrative Agent shall have a valid and enforceable, first priority perfected Lien on the property required to be pledged pursuant to subsections (a) and (b) of this Section (to the extent that such Lien can be perfected by execution, delivery and/or recording of the Collateral Documents or UCC financing statements, or possession of such Collateral), free and clear of all Liens other than Permitted LiensLiens expressly permitted by Section 7.2. All actions to be taken pursuant to this Section shall be at the expense of the Borrowers Borrower or the applicable Loan Party, and shall be taken to the reasonable satisfaction of the Administrative Agent.

Additional Subsidiaries and Collateral. (a) In the event that, subsequent to the Closing Date, (i) any Person becomes a wholly-owned Restricted Subsidiary of Borrower Representative (other than an Excluded Subsidiary) is formed or acquired (including any by Division), (ii) an Unrestricted Subsidiary that is not wholly-owned solely redesignated as a result of directors’ qualifying shares required by applicable law)Restricted Subsidiary, whether pursuant (iii) any Restricted Subsidiary ceases to formationbe an Excluded Subsidiary or (iv) the Borrower, acquisition or otherwiseat its option, elects to cause a Domestic Subsidiary to become a Subsidiary Loan Party, (x) the Borrower Representative shall promptly notify the Administrative Agent and the Lenders thereof and (y) within 30 60 days after such Person becomes a wholly-owned Subsidiary (or such later date longer period as agreed to by the Administrative Agent)Agent agrees) after such Restricted Subsidiary is formed or acquired, such Unrestricted Subsidiary is redesignated as a Restricted Subsidiary, such Restricted Subsidiary ceases to be an Excluded Subsidiary or the Borrower has made such election, as applicable, the Borrowers Borrower shall cause such Restricted Subsidiary (i) to become a new Guarantor (unless such Subsidiary (1) is a Foreign Subsidiary and adverse tax consequences could reasonably be expected to result from making such Subsidiary a Guarantor, (2) is prohibited by law from becoming a Guarantor, (3) is a Subsidiary of a Foreign Subsidiary that is not required to be a Guarantor or (4) the primary assets of such Subsidiary are Capitol Stock or Indebtedness of a Foreign Subsidiary and adverse tax consequences could reasonably be expected to result from making such Subsidiary a Guarantor) and to grant Liens in favor of the Administrative Agent in all of its personal property (other than Excluded Property) by executing and delivering to the Administrative Agent a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, executing and delivering a Copyright Security Agreement, Patent Security Agreement and Trademark Security Agreement, as applicable, and authorizing and delivering, at the request of the Administrative Agent, such UCC financing statements or similar instruments required by the Administrative Agent to perfect the Liens in favor of the Administrative Agent and granted under any of the Loan Documents, provided(ii) to the extent required, that no Domestic Loan Party shall be required to take any action under the law of any non-U.S. jurisdiction grant Liens in order to create or perfect a security interest in any assets of any Borrower or Loan Party which assets are either located outside favor of the United States or would require action under the law of any non-U.S. jurisdiction Administrative Agent in order to create or perfect a security interest therein all interests in fee owned Real Estate (other than, subject to Permitted Encumbrances) by executing and delivering to the limitations set forth in Administrative Agent such Real Estate Documents as the paragraph below, stock of a first-tier Foreign Subsidiary of any Borrower or Domestic Loan Party)Administrative Agent shall require, and (iiiii) to deliver all such other documentation (including, without limitation, certified organizational documents, resolutions, lien searches, title insurance policies, surveys, environmental reports and legal opinions) reasonably requested by Administrative Agent and consistent with the documents delivered by the to take all such other actions as such Restricted Subsidiary would have been required to deliver and take pursuant to Section 3.1 if such Restricted Subsidiary had been a Loan Parties Party on or prior to the Closing Date or that such Restricted Subsidiary would be required to deliver pursuant to Section 3.1(b)5.11 with respect to any fee owned Real Estate; provided, however, no Foreign Subsidiary shall be required to become a Guarantor or grant Liens in its personal property or fee owned Real Estate. In addition, within 30 days (or such longer period as the Administrative Agent agrees) after the date any Person becomes a Domestic Subsidiary of the Borrower Representative (or such later date as agreed to by the Administrative Agent)Restricted Subsidiary, the Borrower Representative shall, or shall cause the applicable Loan Party to (i) pledge all of the Capital Stock of such Domestic Subsidiary owned by a Loan Party to the Administrative Agent as security for the Obligations by executing and delivering a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, and (ii) deliver the original certificates evidencing such pledged Capital Stock (if any) to the Administrative Agent, together with appropriate powers executed in blank; provided that in no event shall any Capital Stock of any non-wholly owned Domestic Subsidiary be pledged hereunder to the extent that the granting of a security interest in such Capital Stock is prohibited by the applicable joint-venture, shareholder, stock purchase or similar agreement.such (b) In the event that, subsequent to the Closing Date, any Person becomes a Foreign Subsidiary, whether pursuant to formation, acquisition or otherwise, (x) the Borrower Representative shall promptly notify the Administrative Agent and the Lenders thereof and (y) to the extent such Foreign Subsidiary is owned directly by any Loan Party, within 60 days after such Person becomes a Foreign Subsidiary or, if the Administrative Agent determines in its sole discretion that the Borrowers are working in good faith, such longer period as the Administrative Agent shall permit in its sole discretion, the Borrowers shall, or shall cause the applicable Loan Party to (i) pledge 65% of the issued and outstanding voting Capital Stock and 100% of the issued and outstanding non-voting Capital Stock of such Foreign Subsidiary owned by such Loan Party to the Administrative Agent as security for the Obligations pursuant to a pledge agreement in form and substance reasonably satisfactory to the Administrative Agent, (ii) deliver the original certificates evidencing such pledged Capital Stock, if any, to the Administrative Agent, together with appropriate powers executed in blank and (iii) deliver all such other documentation (including, without limitation, certified organizational documents, resolutions, lien searches and legal opinions) and to take all such other actions as the Administrative Agent may reasonably request provided, that Liens on the Capital Stock of (or other ownership interest in) a Foreign Subsidiary that are required to be pledged shall be documented under U.S. law if the cost of providing a local law pledge exceeds the benefit to Lenders, as determined by Administrative Agent in its reasonable discretion; provided further that in no event shall any Capital Stock of any non-wholly owned Foreign Subsidiary be pledged hereunder to the extent that the granting of a security interest in such Capital Stock is prohibited by the applicable joint-venture, shareholder, stock purchase or similar agreement[reserved]. (c) The Borrowers agree thatBorrower shall and shall cause its Restricted Subsidiaries, following the delivery of any Collateral Documents required to be executed and delivered by this Section, furnish to the Administrative Agent shall have a valid and enforceable, first priority perfected Lien on the property required to be pledged pursuant to subsections (a) and (b) of this Section (to the extent that such Lien can be perfected by execution, delivery and/or recording of the Collateral Documents or UCC financing statements, or possession within 20 days of such Collateral), free and clear event (or such later date as the Administrative Agent may agree in its sole discretion) written notice of all Liens other than Permitted Liens. All actions to be taken pursuant to this Section shall be at the expense of the Borrowers or the applicable any change in any Loan Party, and shall be taken to the reasonable satisfaction ’s: (i) legal name; (ii) type of the Administrative Agent.organization; (iii) location (determined as provided in UCC Section 9-307); or (iv)

Additional Subsidiaries and Collateral. (a) In the event that, subsequent to the Closing Date, any Person becomes a wholly-owned Subsidiary of Borrower Representative (including any Subsidiary that is not wholly-owned solely as a result of directors’ qualifying shares required by applicable law), whether pursuant to formation, acquisition or otherwise, (x) the Borrower Representative shall promptly notify the Administrative Agent and the Lenders thereof and (y) within 30 days after such Person becomes a wholly-owned Subsidiary (or such later date as agreed to by the Administrative Agent), the Borrowers shall cause such Subsidiary (i) to become a new Guarantor (unless such Subsidiary (1) is a Foreign Subsidiary and adverse tax consequences could reasonably be expected to result from making such Subsidiary a Guarantor, (2) is prohibited by law from becoming a Guarantor, (3) is a Subsidiary of a Foreign Subsidiary that is not required to be a Guarantor or (4) the primary assets of such Subsidiary are Capitol Stock or Indebtedness of a Foreign Subsidiary and adverse tax consequences could reasonably be expected to result from making such Subsidiary a Guarantor) and to grant Liens in favor of the Administrative Agent in all of its personal property by executing and delivering to the Administrative Agent a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, executing and delivering a Copyright Security Agreement, Patent Security Agreement and Trademark Security Agreement, as applicable, and authorizing and delivering, at the request of the Administrative Agent, such UCC financing statements or similar instruments required by the Administrative Agent to perfect the Liens in favor of the Administrative Agent and granted under any of the Loan Documents, provided, that no Domestic Loan Party shall be required to take any action under the law of any non-U.S. jurisdiction in order to create or perfect a security interest in any assets of any Borrower or Loan Party which assets are either located outside of the United States or would require action under the law of any non-U.S. jurisdiction in order to create or perfect a security interest therein (other than, subject to the limitations set forth in the paragraph below, stock of a first-tier Foreign Subsidiary of any Borrower or Domestic Loan Party), and (ii) to deliver all such other documentation (including, without limitation, certified organizational documents, resolutions, lien searches, title insurance policies, surveys, environmental reports and legal opinions) reasonably requested by Administrative Agent and consistent with the documents delivered by the Loan Parties on or prior to the Closing Date pursuant to Section 3.1(b). In addition, within 30 Within 75 days after the date any Person becomes a Domestic Subsidiary end of the Borrower Representative second Fiscal Quarter of each Fiscal Year of Ensign (or such later date as agreed to by the Administrative Agent), the Borrower Representative shall, or shall cause the applicable Loan Party to (i) pledge all of the Capital Stock of such Domestic Subsidiary owned by a Loan Party to the Administrative Agent as security for the Obligations by executing and delivering a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, and (ii) deliver the original certificates evidencing such pledged Capital Stock (if any) to the Administrative Agent, together with appropriate powers executed in blank; provided that in no event shall any Capital Stock of any non-wholly owned Domestic Subsidiary be pledged hereunder to the extent that the granting of a security interest in such Capital Stock is prohibited by the applicable joint-venture, shareholder, stock purchase or similar agreement. (b) In the event that, subsequent to the Closing Date, any Person becomes a Foreign Subsidiary, whether pursuant to formation, acquisition or otherwise, (x) the Borrower Representative shall promptly notify the Administrative Agent and the Lenders thereof and (y) to the extent such Foreign Subsidiary is owned directly by any Loan Party, within 60 days after such Person becomes a Foreign Subsidiary or, if the Administrative Agent determines in its sole discretion that the Borrowers are Borrower is working in good faith, such longer period as the Administrative Agent shall permit not to exceed 60 additional days), commencing with the 2020 Fiscal Year, the Borrower will (i) cause each Domestic Subsidiary that is a Material Subsidiary (excluding any Excluded Subsidiary, any Specified Subsidiary and any Subsidiary that is already a Guarantor) (a “Joining Guarantor”) (A) to become a new Guarantor and to grant Liens in favor of the Administrative Agent in all of its (b) Within 75 days after the end of the second Fiscal Quarter of each Fiscal Year of Ensign (or, if the Administrative Agent determines in its sole discretiondiscretion that the Borrower is working in good faith, such longer period as the Administrative Agent shall permit not to exceed 60 additional days), commencing with the 2020 Fiscal Year, the Borrowers shall, or Borrower shall (i) cause the applicable Loan Parties to pledge all of the Capital Stock of each Foreign Subsidiary and each Pass-Through Foreign Holdco that is a Material Subsidiary (excluding any Excluded Subsidiaries) to the extent such Capital Stock is owned directly by a Loan Party to (i) the Administrative Agent as security for the Obligations pursuant to the Guaranty and Security Agreement; provided that, in the case of any such Foreign Subsidiary that is a CFC and any such Pass-Through Foreign Holdco, such pledge shall be limited to 65% of the issued and outstanding voting Capital Stock and 100% of the issued and outstanding non-voting Capital Stock of such Foreign Subsidiary owned by or such Loan Party to the Administrative Agent Pass- Through Foreign Holdco, as security for the Obligations pursuant to a pledge agreement in form and substance reasonably satisfactory to the Administrative Agentapplicable, (ii) deliver the original certificates (if any and to the extent not prohibited under applicable law) evidencing such pledged Capital Stock, if any, Stock to the Administrative Agent, together with appropriate powers executed in blank and (iii) deliver all such other documentation (including, without limitation, certified organizational documents, resolutions, lien searches and and, if requested by the Administrative Agent, legal opinions) and to take all such other actions as the Administrative Agent may reasonably request provided, that Liens on the Capital Stock of (or other ownership interest in) a Foreign Subsidiary that are required to be pledged shall be documented under U.S. law if the cost of providing a local law pledge exceeds the benefit to Lenders, as determined by Administrative Agent in its reasonable discretion; provided further that in no event shall any Capital Stock of any non-wholly owned Foreign Subsidiary be pledged hereunder to the extent that the granting of a security interest in such Capital Stock is prohibited by the applicable joint-venture, shareholder, stock purchase or similar agreementrequest. (c) If (i) the Total Leverage Ratio for the four consecutive Fiscal Quarter period ending on the end of any Fiscal Quarter, commencing with the Fiscal Quarter ending on or about December 31, 2019, is greater than 2.00:1.00 and (ii) as of the end of such Fiscal Quarter either (x) the aggregate assets of all Subsidiaries of the Borrower (other than Excluded Subsidiaries and Specified Subsidiaries) that are not Subsidiary Loan Parties as of such date are in excess of 20.0% of the total assets of Ensign and its Subsidiaries determined on a consolidated basis as of (d) The Borrowers agree Borrower agrees that, following the delivery of any Collateral Documents required to be executed and delivered by this Section, the Administrative Agent shall have a valid and enforceable, first priority perfected Lien on the property required to be pledged pursuant to subsections (a), (b) and (bc) of this Section (to the extent that such Lien can be perfected by execution, delivery and/or recording of the Collateral Documents or UCC financing statements, or possession of such Collateral), free and clear of all Liens other than Permitted Liens. All actions to be taken pursuant to this Liens expressly permitted by Section shall be at the expense of the Borrowers or the applicable Loan Party, and shall be taken to the reasonable satisfaction of the Administrative Agent7.

Additional Subsidiaries and Collateral. (a) In the event that, subsequent to the Closing Date, any Person becomes a wholly-owned Subsidiary of Borrower Representative (including any Subsidiary that is not wholly-owned solely as a result of directors’ qualifying shares required by applicable law)Domestic Subsidiary, whether pursuant to formation, acquisition or otherwise, (x) the Borrower Representative shall promptly notify the Administrative Agent and the Lenders thereof and (y) within 30 thirty (30) days after such Person becomes a wholly-owned Subsidiary (or such later date as agreed to by the Administrative Agent)Domestic Subsidiary, the Borrowers Borrower shall cause such Domestic Subsidiary (i) to become a new Guarantor (unless such Subsidiary (1) is a Foreign Subsidiary and adverse tax consequences could reasonably be expected to result from making such Subsidiary a Guarantor, (2) is prohibited by law from becoming a Guarantor, (3) is a Subsidiary of a Foreign Subsidiary that is not required to be a Guarantor or (4) the primary assets of such Subsidiary are Capitol Stock or Indebtedness of a Foreign Subsidiary and adverse tax consequences could reasonably be expected to result from making such Subsidiary a Guarantor) and to grant Liens in favor of the Administrative Agent in all of its personal property by executing and delivering to the Administrative Agent a supplement to Joinder Agreement substantially in the Guaranty and Security Agreement form of Exhibit 5.13 or otherwise in form and substance reasonably satisfactory to the Administrative Agent, executing and delivering a Copyright Security Agreement, Patent Security Agreement and Trademark Security Agreement, as applicable, and authorizing and delivering, at the request of the Administrative Agent, such UCC financing statements or similar instruments required by the Administrative Agent to perfect the Liens in favor of the Administrative Agent Agent, for the benefit of the holders of the Obligations, and granted under any of the Loan Documents, provided, provided that no Domestic Loan Party Subsidiary that is a CFC Holdco shall be required to take become a Guarantor hereunder or grant Liens or otherwise pledge any action of its assets as Collateral hereunder or under the law of any non-U.S. jurisdiction other Loan Document. (b) to grant Liens in order to create or perfect a security interest in any assets of any Borrower or Loan Party which assets are either located outside favor of the United States or would require action under Administrative Agent, for the law benefit of any non-U.S. jurisdiction the holders of the Obligations, in order to create or perfect all fee ownership interests in Real Estate with a security interest therein (other than, subject value in excess of $5,000,000 per individual property by executing and delivering to the limitations set forth in Administrative Agent such Real Estate Documents as the paragraph below, stock of a first-tier Foreign Subsidiary of any Borrower or Domestic Loan Party)Administrative Agent shall reasonably require, and (iiiii) to deliver all such other documentation (including, without limitation, certified organizational documents, resolutions, lien searches, title insurance policies, surveys, environmental reports and legal opinions) reasonably requested by Administrative Agent and consistent with the documents delivered by the to take all such other actions as such Subsidiary would have been required to deliver and take pursuant to Section 3.1 if such Subsidiary had been a Loan Parties Party on or prior to the Closing Date or that such Subsidiary would be required to deliver pursuant to Section 3.1(b)5.13 with respect to any Real Estate with a value in excess of $5,000,000 per individual property. In addition, within 30 thirty (30) days after the date any Person becomes a Domestic Subsidiary of the Borrower Representative (or such later date as agreed to by the Administrative Agent)Subsidiary, the Borrower Representative shall, or shall cause the applicable Loan Party to (i) pledge all of the Capital Stock of such Domestic Subsidiary owned by a Loan Party to the Administrative Agent Agent, for the benefit of the holders of the Obligations, as security for the Obligations by executing and delivering a supplement to the Guaranty and Security Agreement such documentation as reasonably required by Administrative Agent in form and substance reasonably satisfactory to the Administrative Agent, provided that the pledge of the Capital Stock of a Domestic Subsidiary that is a CFC Holdco shall be limited to 65% of the issued and outstanding voting Capital Stock and 100% of the issued and outstanding non-voting Capital Stock of such Domestic Subsidiary, and (ii) to the extent certificated, deliver the original certificates evidencing such pledged Capital Stock (if any) to the Administrative Agent, for the benefit of the holders of the Obligations, together with appropriate powers executed in blank; provided that in no event shall any Capital Stock of any non-wholly owned Domestic Subsidiary be pledged hereunder to the extent that the granting of a security interest in such Capital Stock is prohibited by the applicable joint-venture, shareholder, stock purchase or similar agreement. (bc) In the event that, subsequent to the Closing Date, any Person becomes a Foreign Subsidiary, whether pursuant to formation, acquisition or otherwise, (x) the Borrower Representative shall promptly notify the Administrative Agent and the Lenders thereof thereof, and (y) to the extent such Foreign Subsidiary is owned directly by any Loan Party, within 60 sixty (60) days after such Person becomes a Foreign Subsidiary or, if the Administrative Agent determines in its sole discretion that the Borrowers are Borrower is working in good faith, such longer period as the Administrative Agent shall permit in its sole discretionpermit, the Borrowers Borrower shall, or shall cause the applicable Loan Party to (i) pledge all of the Capital Stock of such Foreign Subsidiary (provided that, the pledge of the voting Capital Stock of any such Foreign Subsidiary that is a CFC shall be limited to 65% of the issued and outstanding voting Capital Stock and 100% of the issued and outstanding non-voting Capital Stock of such Foreign Subsidiary owned by such Loan Party Subsidiary) to the Administrative Agent Agent, for the benefit of the holders of the Obligations, as security for the Obligations pursuant to a pledge agreement in form and substance reasonably satisfactory to the Administrative Agent, (ii) to the extent certificated, deliver the original certificates evidencing such pledged Capital Stock, if any, Stock to the Administrative Agent, together with appropriate powers executed in blank and (iii) deliver all such other documentation (including, without limitation, certified organizational documents, resolutions, lien searches and legal opinions) and to take all such other actions as the Administrative Agent may reasonably request provided, that Liens on the Capital Stock of (or other ownership interest in) a Foreign Subsidiary that are required to be pledged shall be documented under U.S. law if the cost of providing a local law pledge exceeds the benefit to Lenders, as determined by Administrative Agent in its reasonable discretion; provided further that in no event shall any Capital Stock of any non-wholly owned Foreign Subsidiary be pledged hereunder to the extent that the granting of a security interest in such Capital Stock is prohibited by the applicable joint-venture, shareholder, stock purchase or similar agreementrequest. (cd) No Foreign Subsidiary shall be required to become a Guarantor or grant any Lien or otherwise pledge any of its assets as Collateral pursuant to Section 5.13(a) or under any other Loan Document. (e) The Borrowers agree Borrower agrees that, following the delivery of any Collateral Documents required to be executed and delivered by this Section, the Administrative Agent shall have a valid and enforceable, first priority perfected Lien on the property required to be pledged pursuant to subsections (a) and (b) of this Section (to the extent that such Lien can be perfected by execution, delivery and/or recording of the Collateral Documents or UCC financing statements, or possession of such Collateral), free and clear of all Liens other than Permitted LiensLiens expressly permitted by Section 7.2. All actions to be taken pursuant to this Section shall be at the expense of the Borrowers Borrower or the applicable Loan Party, and shall be taken to the reasonable satisfaction of the Administrative Agent.

Additional Subsidiaries and Collateral. (a) In the event that, subsequent to the Closing Date, any Person becomes a wholly-owned Domestic Subsidiary of Borrower Representative (including any Subsidiary that is not wholly-owned solely as a result of directors’ qualifying shares required by applicable lawor ceases to be an Immaterial Subsidiary), whether pursuant to formation, acquisition or otherwise, (x) the Borrower Representative Parent shall promptly notify the Administrative Agent and the Lenders thereof and (y) within 30 days after such Person becomes a wholly-owned Domestic Subsidiary or ceases to be an Immaterial Subsidiary (or such later date as agreed to by the Administrative AgentAgent may agree to in its sole discretion), the Borrowers Parent shall cause such Domestic Subsidiary (other than (A) a Securitization Subsidiary, (B) a Domestic Subsidiary that is not wholly-owned; (C) a Domestic Subsidiary that is an Immaterial Subsidiary or (D) any Subsidiary that is prohibited by Requirements of Law or any Contractual Obligation from guaranteeing the Obligations) (i) to become a new Guarantor (unless such Subsidiary (1) is a Foreign Subsidiary and adverse tax consequences could reasonably be expected to result from making such Subsidiary a Guarantor, (2) is prohibited by law from becoming a Guarantor, (3) is a Subsidiary of a Foreign Subsidiary that is not required to be a Guarantor or (4) the primary assets of such Subsidiary are Capitol Stock or Indebtedness of a Foreign Subsidiary and adverse tax consequences could reasonably be expected to result from making such Subsidiary a Guarantor) and to grant Liens in favor of the Administrative Agent in all of its personal property constituting Collateral by executing and delivering to the Administrative Agent a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, executing and delivering a Copyright Security Agreement, Patent Security Agreement and Trademark Security Agreement, as applicable, and authorizing and delivering, at the request of the Administrative Agent, such UCC financing statements or similar instruments reasonably required by the Administrative Agent to perfect the Liens in favor of the Administrative Agent and granted under any of the Loan Documents, provided, that no Domestic Loan Party shall be required to take any action under the law of any non-U.S. jurisdiction in order to create or perfect a security interest in any assets of any Borrower or Loan Party which assets are either located outside of the United States or would require action under the law of any non-U.S. jurisdiction in order to create or perfect a security interest therein (other than, subject to the limitations set forth in the paragraph below, stock of a first-tier Foreign Subsidiary of any Borrower or Domestic Loan Party), Documents and (ii) to deliver all such other documentation (including, without limitation, certified organizational documents, resolutions, lien searches, title insurance policies, surveys, environmental reports searches and legal opinions) reasonably requested by Administrative Agent and consistent with the documents delivered by the Loan Parties on or prior to the Closing Date take all such other actions as such Subsidiary would have been required to deliver and take pursuant to Section 3.1(b)3.1 if such Subsidiary had been a Loan Party on the Closing Date. In addition, within 30 days after the date any Person becomes a Domestic Subsidiary of the Borrower Representative (owned by a Loan Party or such later date as agreed ceases to by the Administrative Agent)be an Immaterial Subsidiary, the Borrower Representative Parent shall, or shall cause the applicable Loan Party to (i) pledge all of the Capital Stock of such Domestic Subsidiary owned by a Loan Party to the Administrative Agent as security for the Obligations by executing and delivering a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, and (ii) deliver the original certificates evidencing such pledged Capital Stock (if any) to the Administrative Agent, together with appropriate powers executed in blank; provided that in no event shall any Capital Stock of any non-wholly owned Domestic Subsidiary be pledged hereunder to the extent that the granting of a security interest in such Capital Stock is prohibited by the applicable joint-venture, shareholder, stock purchase or similar agreement. (b) In the event that, subsequent to the Closing Date, any Person becomes a Foreign Subsidiary (or ceases to be an Immaterial Subsidiary), whether pursuant to formation, acquisition or otherwiseotherwise (other than (A) a Foreign Subsidiary that is an Immaterial Subsidiary, (B) a Foreign Subsidiary excluded by the Administrative Agent in its sole discretion, or (C) any Foreign Subsidiary that is prohibited by Requirements of Law or any Contractual Obligation from guaranteeing the Obligations), (x) the Borrower Representative Parent shall promptly notify the Administrative Agent and the Lenders thereof and (y) to the extent such Foreign Subsidiary is owned directly by any Loan Party, within 60 days after such Person becomes a Foreign Subsidiary or ceases to be an Immaterial Subsidiary or, if the Administrative Agent determines in its sole discretion that the Borrowers are Parent is working in good faith, such longer period as the Administrative Agent shall permit in its sole discretionpermit, the Borrowers Parent shall, or shall cause the applicable Loan Party to (i) become a Guarantor and to grant Liens in favor of the Administrative Agent in all of its personal property constituting Collateral by executing and delivering to the Administrative Agent a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, executing the applicable Collateral Document in the Subsidiary’s Relevant Jurisdiction, executing and delivering a Copyright Security Agreement, Patent Security Agreement and Trademark Security Agreement, as applicable, and authorizing and delivering, at the request of the Administrative Agent, such UCC financing statements and instruments and documents reasonably required by the Administrative Agent to perfect the Liens in favor of the Administrative Agent and granted under any of the Loan Documents, (ii) pledge all of the Capital Stock of such Foreign Subsidiary owned by a Loan Party (or, if the pledge of all of the voting Capital Stock of such Foreign Subsidiary would result in materially adverse tax consequences, then such pledge shall be limited to 65% of the issued and outstanding voting Capital Stock and 100% of the issued and outstanding non-voting Capital Stock of such Foreign Subsidiary owned by such Loan Party Subsidiary, as applicable) to the Administrative Agent as security for the Obligations pursuant to a pledge agreement in such Subsidiary’s Relevant Jurisdiction in form and substance reasonably satisfactory to the Administrative Agent, (iiiii) deliver the original certificates evidencing such pledged Capital Stock, if any, Stock to the Administrative Agent, together with appropriate powers executed in blank and (iiiiv) deliver all such other documentation (including, without limitation, certified organizational documents, resolutions, lien searches and legal opinions) and to take all such other actions as the Administrative Agent may reasonably request providedrequest. Notwithstanding the foregoing, that Liens on the Parent shall not be required to pledge Capital Stock of (or other ownership interest in) a Foreign Subsidiary that are required to be pledged shall be documented under U.S. law if the cost of providing Administrative Agent, in consultation with the Borrower, reasonably determines that such a local law pledge exceeds the benefit to Lenders, as determined by Administrative Agent in its reasonable discretion; provided further that in no event shall any Capital Stock of any non-wholly owned Foreign Subsidiary be pledged hereunder to the extent that the granting of a security interest in such Capital Stock is prohibited by law or that the applicable joint-venture, shareholder, stock purchase cost or similar agreementother consequences (including any adverse tax consequences) of providing such a pledge is excessive in view of the benefits in respect of the security for the Obligations hereunder to be obtained therefrom. (c) The Borrowers agree Parent agrees that, following the delivery of any Collateral Documents required to be executed and delivered by this SectionSection 5.12, the Administrative Agent shall have a valid and enforceable, first priority perfected Lien on the property required to be pledged pursuant to subsections (a) and (b) of this Section 5.12 (to the extent that such Lien can be perfected by execution, delivery and/or recording of the Collateral Documents or UCC financing statements, or possession of such Collateral), free and clear of all Liens other than Permitted LiensLiens expressly permitted by Section 7.2. All actions to be taken pursuant to this Section 5.12 shall be at the expense of the Borrowers Borrower or the applicable Loan Party, Party and shall be taken to the reasonable satisfaction of the Administrative Agent.

Additional Subsidiaries and Collateral. POST-CLOSING DATE REAL ESTATE MATTERS. (ai) In the event that, subsequent to the Closing Date, any Person becomes a wholly-owned Subsidiary Within thirty (30) days of Borrower Representative (including any Subsidiary that is not wholly-owned solely as a result of directors’ qualifying shares required by applicable law), whether pursuant to formation, acquisition or otherwise, (x) the Borrower Representative shall promptly notify the Administrative Agent and the Lenders thereof creation of any newly-formed Subsidiary permitted in accordance with Section 11.16 hereof and (y) within 30 days after such Person becomes a wholly-owned the acquisition of any Subsidiary permitted by Section 11.4(c) (or such later other date as agreed may be specified in any consent executed pursuant to by the Administrative AgentSection 11.4(c)), the Borrowers shall cause such Subsidiary (i) to become a new Guarantor (unless such Subsidiary (1) is a Foreign Subsidiary and adverse tax consequences could reasonably be expected to result from making such Subsidiary a Guarantor, (2) is prohibited by law from becoming a Guarantor, (3) is a Subsidiary of a Foreign Subsidiary that is not required to be a Guarantor or (4) the primary assets of such Subsidiary are Capitol Stock or Indebtedness of a Foreign Subsidiary executed and adverse tax consequences could reasonably be expected to result from making such Subsidiary a Guarantor) and to grant Liens in favor of the Administrative Agent in all of its personal property by executing and delivering delivered to the Administrative Agent (A) a supplement to Joinder Agreement such that such Subsidiary shall become a Borrower hereunder, a grantor under the Guaranty and Security Agreement and an issuer under the Pledge Agreement (and, if applicable, the parent of such Subsidiary shall become a pledgor under the Pledge Agreement), (B) subject to clause (ii) below, such other applicable Security Documents in form and substance reasonably satisfactory to the Administrative Agent such that the assets of such Subsidiary shall become Collateral for the Obligations, (C) favorable legal opinions addressed to the Administrative Agent and Lenders in form and substance satisfactory thereto with respect to such supplements and agreements and (D) such other documents and closing certificates as consistent with Article VI as may be requested by the Administrative Agent and (ii) within sixty (60) days after the joinder of such Subsidiary, a Mortgage for each parcel of real property owned or leased thereby at the time of such joinder. (b) Within sixty (60) days of the consummation by the Company or any Subsidiary in accordance with Section 11.17 hereof of any lease (including, without limitation, in connection with any assignment or assumption of an existing lease to or by a new landlord) with respect to real property at which any Switch or any material Telecommunications Equipment is or is to be located, owned or leased by the Company or any Subsidiary cause to be executed and delivered to the Administrative Agent in form and substance satisfactory to the Administrative Agent (i) (A) a copy of the lease and all related documents, (B) a legal description of the premises, (C) if such lease is mortgagable, a Mortgage with respect to such lease, (D) a landlord consent and (ii) to the extent requested by the Administrative Agent, executing (A) a mortgagee estoppel letter, (B) UCC-1 Financing Statements and delivering a Copyright Security any additional filings or recordings or actions necessary to perfect the security interests of the Lenders in all Collateral related to such premises, (C) favorable opinions of counsel to the Company addressed to the Administrative Agent and the Lenders with respect to such Mortgages and security interests, (D) satisfactory title searches, recorded memoranda of lease and flood hazard certifications and (E) each additional document, instrument or other item of information reasonably requested by the Administrative Agent. (c) In connection with the execution, extension, amendment, modification, renegotiation, replacement or renewal by the Company or any Subsidiary of any Interconnection Agreement after the Closing Date that, in the reasonable judgment of the Company, may require payments by the Company and its Subsidiaries or involves amounts in excess of $2,000,000, in the aggregate (which execution, extension, amendment, modification, renegotiation, replacement or renewal shall have been previously approved in writing by the Administrative Agent if the result of such execution, extension, amendment, modification, renegotiation, replacement or renewal in the reasonable judgment of the Company may have an adverse impact on the Company and its Subsidiaries in excess of $2,000,000 in the aggregate), use their reasonable best efforts to cause to be executed and delivered to the Administrative Agent at the time such Interconnection Agreement, Patent Security Agreement extension, amendment, modification, renegotiation, replacement or renewal is entered into (or as soon as reasonably practicable thereafter), a consent agreement regarding the Lien of the Administrative Agent in form and Trademark Security Agreementsubstance reasonably satisfactory thereto and each additional document, instrument or other item of information reasonably requested by the Administrative Agent. (d) In connection with the execution by the Company or any Subsidiary (with the prior written consent of the Administrative Agent) of any IRU requiring annual payments in excess of $500,000, cause to be delivered to the Administrative Agent at the time such IRU is entered into (i) a certified copy of such IRU, (ii) a revised SCHEDULE 7.1(T), reflecting such IRU and (iii) each additional document, instrument or other item of information related thereto reasonably requested by the Administrative Agent. (e) Simultaneously with the opening of any Deposit Account or any "securities account" (as defined in the UCC) by the Company or any of its Subsidiaries, cause to be executed and delivered to the Administrative Agent in form and substance reasonably satisfactory thereto a control agreement or similar agreement permitting the Administrative Agent to obtain "control" (as such term is now or hereafter defined in the UCC) over such Deposit Account or such "securities account" (as defined in the UCC). (f) Within 60 days after the Closing Date, the Company shall have caused to be furnished to the Administrative Agent, at the Company's expense, with respect to each Mortgage in existence on the Closing Date, (A) duly executed counterparts of modifications to such Mortgage in form and substance satisfactory to the Administrative Agent (the originals of which shall have been forwarded on the Closing Date for recordation in the appropriate jurisdiction) and (B) satisfactory flood certifications and title searches showing recorded memoranda of lease for all leases purported to be covered in the Mortgages (and, as applicableto any memoranda of lease not so shown, and authorizing and delivering, at the Company agrees to cause to be duly recorded appropriate memoranda of lease as promptly as practicable thereafter (but in any event within 60 days thereafter)). (g) Promptly deliver from time to time such additional Security Documents to the Administrative Agent upon the request of the Administrative Agent, Required Lenders with respect to any assets of any such UCC financing statements or similar instruments required by the Administrative Agent Person not subject to perfect the Liens an existing Lien in favor of the Administrative Agent and granted under any of the Loan Documents, provided, that no Domestic Loan Party shall be required to take any action under the law of any non-U.S. jurisdiction in order to create or perfect a security interest in any assets of any Borrower or Loan Party which assets are either located outside of the United States or would require action under the law of any non-U.S. jurisdiction in order to create or perfect a security interest therein (other than, subject to the limitations set forth in the paragraph below, stock of a first-tier Foreign Subsidiary of any Borrower or Domestic Loan Party), and (ii) to deliver all such other documentation (including, without limitation, certified organizational documents, resolutions, lien searches, title insurance policies, surveys, environmental reports and legal opinions) reasonably requested by Administrative Agent and consistent with the documents delivered by the Loan Parties on or prior to the Closing Date pursuant to Section 3.1(b). In addition, within 30 days after the date any Person becomes a Domestic Subsidiary of the Borrower Representative (or such later date as agreed to by the Administrative Agent), the Borrower Representative shall, or shall cause the applicable Loan Party to (i) pledge all of the Capital Stock of such Domestic Subsidiary owned by a Loan Party to the Administrative Agent as security for the Obligations by executing and delivering a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, and (ii) deliver the original certificates evidencing such pledged Capital Stock (if any) to the Administrative Agent, together with appropriate powers executed in blank; provided that in no event shall any Capital Stock ratable benefit of any non-wholly owned Domestic Subsidiary be pledged hereunder to the extent that the granting of a security interest in such Capital Stock is prohibited by the applicable joint-venture, shareholder, stock purchase or similar agreement. (b) In the event that, subsequent to the Closing Date, any Person becomes a Foreign Subsidiary, whether pursuant to formation, acquisition or otherwise, (x) the Borrower Representative shall promptly notify the Administrative Agent itself and the Lenders thereof and (y) to the extent such Foreign Subsidiary is owned directly by any Loan Party, within 60 days after such Person becomes a Foreign Subsidiary or, if the Administrative Agent determines in its sole discretion that the Borrowers are working in good faith, such longer period as the Administrative Agent shall permit in its sole discretion, the Borrowers shall, or shall cause the applicable Loan Party to (i) pledge 65% of the issued and outstanding voting Capital Stock and 100% of the issued and outstanding non-voting Capital Stock of such Foreign Subsidiary owned by such Loan Party to the Administrative Agent as security for the Obligations pursuant to a pledge agreement in form and substance reasonably satisfactory to the Administrative Agent, (ii) deliver the original certificates evidencing such pledged Capital Stock, if any, to the Administrative Agent, together with appropriate powers executed in blank and (iii) deliver all such other documentation (including, without limitation, certified organizational documents, resolutions, lien searches and legal opinions) and to take all such other actions as the Administrative Agent may reasonably request provided, that Liens on the Capital Stock of (or other ownership interest in) a Foreign Subsidiary that are required to be pledged shall be documented under U.S. law if the cost of providing a local law pledge exceeds the benefit to Lenders, as determined by Administrative Agent in its reasonable discretion; provided further that in no event shall any Capital Stock of any non-wholly owned Foreign Subsidiary be pledged hereunder to the extent that the granting of a security interest in such Capital Stock is prohibited by the applicable joint-venture, shareholder, stock purchase or similar agreement. (c) The Borrowers agree that, following the delivery of any Collateral Documents required to be executed and delivered by this Section, the Administrative Agent shall have a valid and enforceable, first priority perfected Lien on the property required to be pledged pursuant to subsections (a) and (b) of this Section (to the extent that such Lien can be perfected by execution, delivery and/or recording of the Collateral Documents or UCC financing statements, or possession of such Collateral), free and clear of all Liens other than Permitted Liens. All actions to be taken pursuant to this Section shall be at the expense of the Borrowers or the applicable Loan Party, and shall be taken to the reasonable satisfaction of the Administrative Agent.

Additional Subsidiaries and Collateral. (a) In As a condition to the event inclusion of any Borrowing Base Property in the Borrowing Base Value, the REIT Guarantor and the Borrower shall (a) cause (i) the Subsidiary that owns such Borrowing Base Property (which shall be a Person organized under the laws of any state of the United States or the District of Columbia) to become a Guarantor hereunder and a party to the Guaranty and Security Agreement through the execution and delivery to the Administrative Agent of a Joinder Agreement and (ii) each Subsidiary that is not a Loan Party that owns, directly or indirectly, any Capital Stock of any Subsidiary which becomes a Guarantor pursuant to clause (i) above to become a Guarantor hereunder and a party to the Guaranty and Security Agreement and to xxxxx x Xxxx in such Capital Stock pursuant to the Guaranty and Security Agreement through the execution and delivery to the Administrative Agent of a Joinder Agreement (provided that, subsequent unless such Subsidiary owns a Borrowing Base Property, it shall not be required to xxxxx x Xxxx on, or security interest in, any of its assets or property other than any such Capital Stock of other Subsidiary Loan Parties), in each case on or before the date on which a Property owned by any such Subsidiary is initially included as a Borrowing Base Property; and (b) cause each such Subsidiary to deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, certified resolutions and other organizational and authorizing documents of such Subsidiary, favorable opinions of counsel to such Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above in a customary manner), all of which shall be reasonably satisfactory to the Administrative Agent. (b) Within 15 Business Days of any Person (other than an Excluded Subsidiary) becoming a Material Subsidiary after the Closing Date, and within 15 Business Days of any Person becomes Excluded Subsidiary that was a wholly-owned Material Subsidiary ceasing to be subject to the restriction which prevented it from becoming a Guarantor as otherwise required under this Agreement, the REIT Guarantor and the Borrower shall (i) cause such Subsidiary to become a Guarantor hereunder through the execution and delivery to the Administrative Agent of a Joinder Agreement and (ii) cause such Subsidiary to deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, certified resolutions and other organizational and authorizing documents of such Subsidiary, favorable opinions of counsel to such Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above in a customary manner), all of which shall be reasonably satisfactory to the Administrative Agent. (c) The Borrower Representative (including may, at its option, cause any Subsidiary that is not wholly-owned solely as already a result of directors’ qualifying shares required by applicable law), whether pursuant to formation, acquisition or otherwise, (x) the Borrower Representative shall promptly notify the Administrative Agent and the Lenders thereof and (y) within 30 days after such Person becomes a wholly-owned Subsidiary (or such later date as agreed to by the Administrative Agent), the Borrowers shall cause such Subsidiary (i) Guarantor to become a new Guarantor (unless such Subsidiary (1) is a Foreign Subsidiary and adverse tax consequences could reasonably be expected to result from making such Subsidiary a Guarantor, (2) is prohibited by law from becoming a Guarantor, (3) is a Subsidiary of a Foreign Subsidiary that is not required to be a Guarantor or (4) the primary assets of such Subsidiary are Capitol Stock or Indebtedness of a Foreign Subsidiary and adverse tax consequences could reasonably be expected to result from making such Subsidiary a Guarantor) and to grant Liens in favor of the Administrative Agent in all of its personal property by executing and delivering to the Administrative Agent a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, executing and delivering a Copyright Security Agreement, Patent Security Joinder Agreement and Trademark Security Agreement, as applicable, and authorizing and delivering, at the request of the Administrative Agent, such UCC financing statements or similar instruments required by the Administrative Agent to perfect the Liens in favor of the Administrative Agent and granted under any of the Loan Documents, provided, that no Domestic Loan Party shall be required to take any action under the law of any non-U.S. jurisdiction in order to create or perfect a security interest in any assets of any Borrower or Loan Party which assets are either located outside of the United States or would require action under the law of any non-U.S. jurisdiction in order to create or perfect a security interest therein (other than, subject to the limitations set forth in the paragraph below, stock of a first-tier Foreign Subsidiary of any Borrower or Domestic Loan Party), and (ii) to deliver all such other documentation (including, without limitation, certified organizational documents, resolutions, lien searches, title insurance policies, surveys, environmental reports and legal opinions) reasonably requested by Administrative Agent and consistent with the documents delivered by the Loan Parties on or prior to the Closing Date pursuant to Section 3.1(b). In addition, within 30 days after the date any Person becomes a Domestic Subsidiary of the Borrower Representative (or such later date as agreed to by the Administrative Agent), the Borrower Representative shall, or shall cause the applicable Loan Party to (i) pledge all of the Capital Stock of such Domestic Subsidiary owned by a Loan Party to the Administrative Agent as security for the Obligations by executing and delivering a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, and (ii) deliver the original certificates evidencing such pledged Capital Stock (if any) to the Administrative Agent, together with appropriate powers executed in blank; provided that in no event shall any Capital Stock of any non-wholly owned Domestic Subsidiary be pledged hereunder to the extent that the granting of a security interest in such Capital Stock is prohibited by the applicable joint-venture, shareholder, stock purchase or similar agreement. (b) In the event that, subsequent to the Closing Date, any Person becomes a Foreign Subsidiary, whether pursuant to formation, acquisition or otherwise, (x) the Borrower Representative shall promptly notify the Administrative Agent and the Lenders thereof and (y) to the extent such Foreign Subsidiary is owned directly by any Loan Party, within 60 days after such Person becomes a Foreign Subsidiary or, if the Administrative Agent determines in its sole discretion that the Borrowers are working in good faith, such longer period as the Administrative Agent shall permit in its sole discretion, the Borrowers shall, or shall cause the applicable Loan Party to (i) pledge 65% of the issued and outstanding voting Capital Stock and 100% of the issued and outstanding non-voting Capital Stock of such Foreign Subsidiary owned by such Loan Party to the Administrative Agent as security for the Obligations pursuant to a pledge agreement in form and substance reasonably satisfactory to the Administrative Agent, (ii) deliver the original certificates evidencing such pledged Capital Stock, if any, to the Administrative Agent, together with appropriate powers executed in blank and (iii) deliver all such other documentation (including, without limitation, certified organizational documents, resolutions, lien searches and legal opinions) and to take all such other actions as the Administrative Agent may reasonably request provided, that Liens on the Capital Stock of (or other ownership interest in) a Foreign Subsidiary that are items required to be pledged shall be documented delivered under U.S. law if the cost of providing a local law pledge exceeds the benefit to Lenders, as determined by Administrative Agent in its reasonable discretion; provided further that in no event shall any Capital Stock of any non-wholly owned Foreign Subsidiary be pledged hereunder to the extent that the granting of a security interest in such Capital Stock is prohibited by the applicable joint-venture, shareholder, stock purchase or similar agreement. (c) The Borrowers agree that, following the delivery of any Collateral Documents required to be executed and delivered by this Section, the Administrative Agent shall have a valid and enforceable, first priority perfected Lien on the property required to be pledged pursuant to subsections immediately preceding clauses (a) and (b), as applicable. (d) Notwithstanding the foregoing, no Subsidiary may become a Guarantor in accordance with the terms of this Section unless (i) such Subsidiary is a Subsidiary of the Borrower and (ii) the Lenders have received from the Borrower any such documentation and other information requested by the Administrative Agent or any Lender pursuant to Section 10.13 at least three Business Days prior to the extent that such Lien can be perfected by execution, delivery and/or recording of the Collateral Documents or UCC financing statements, or possession proposed effectiveness of such Collateral), free and clear of all Liens other than Permitted Liens. All actions Subsidiary’s agreement to be taken pursuant to this Section shall be at the expense of the Borrowers or the applicable Loan Party, and shall be taken to the reasonable satisfaction of the Administrative Agentbecome a Guarantor.

Additional Subsidiaries and Collateral. (a) In the event that, subsequent to the Closing Date, any Person becomes a wholly-owned Subsidiary of Borrower Representative (including any Subsidiary that is not wholly-owned solely as a result of directors’ qualifying shares required by applicable law)Domestic Subsidiary, whether pursuant to formation, acquisition or otherwise, (x) the Borrower Representative shall promptly notify the Administrative Agent and the Lenders thereof and (y) within 30 ten (10) days after such Person becomes a wholly-owned Subsidiary (or such later date as agreed to by the Administrative Agent)Domestic Subsidiary, the Borrowers Borrower Representative shall cause such Domestic Subsidiary (i) to become a new Borrower or Guarantor (unless such Subsidiary (1) is a Foreign Subsidiary and adverse tax consequences could reasonably be expected to result from making such Subsidiary a Guarantor, (2) is prohibited as requested by law from becoming a Guarantor, (3) is a Subsidiary of a Foreign Subsidiary that is not required to be a Guarantor or (4) the primary assets of such Subsidiary are Capitol Stock or Indebtedness of a Foreign Subsidiary and adverse tax consequences could reasonably be expected to result from making such Subsidiary a Guarantor) Administrative Agent and to grant Liens in favor of the Administrative Agent in all of its personal property by executing and delivering to the Administrative Agent a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, executing and delivering a Copyright an Intellectual Property Security Agreement, Patent Security Agreement and Trademark Security Agreement, as applicable, and authorizing and delivering, at the request of the Administrative Agent, such UCC financing statements or similar instruments required by the Administrative Agent to perfect the Liens in favor of the Administrative Agent and granted under any of the Loan Documents, provided, that no Domestic Loan Party shall be required (ii) to take any action under the law of any non-U.S. jurisdiction grant Liens in order to create or perfect a security interest in any assets of any Borrower or Loan Party which assets are either located outside favor of the United States or would require action under the law of any non-U.S. jurisdiction Administrative Agent in order to create or perfect a security interest therein (other than, subject all fee ownership interests in Real Estate by executing and delivering to the limitations set forth in Administrative Agent such Real Estate Documents as the paragraph below, stock of a first-tier Foreign Subsidiary of any Borrower or Domestic Loan Party)Administrative Agent shall require, and (iiiii) to deliver all such other documentation (including, without limitation, including certified organizational documents, resolutions, lien searches, title insurance policies, surveys, environmental reports and legal opinions) reasonably requested by Administrative Agent and consistent with the documents delivered by the to take all such other actions as such Subsidiary would have been required to deliver and take pursuant to Section 3.1 if such Subsidiary had been a Loan Parties Party on or prior to the Closing Date or that such Subsidiary would be required to deliver pursuant to Section 3.1(b)5.13 with respect to any Real Estate. In addition, within 30 ten (10) days after the date any Person becomes a Domestic Subsidiary of the Borrower Representative (or such later date as agreed to by the Administrative Agent)Subsidiary, the Borrower Representative shall, or shall cause the applicable Loan Party to (i) pledge all of the Capital Stock of such Domestic Subsidiary owned by a Loan Party to the Administrative Agent as security for the Obligations by executing and delivering a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, and (ii) deliver the original certificates evidencing such pledged Capital Stock (if any) to the Administrative Agent, together with appropriate powers executed in blank; provided that in no event shall any Capital Stock of any non-wholly owned Domestic Subsidiary be pledged hereunder to the extent that the granting of a security interest in such Capital Stock is prohibited by the applicable joint-venture, shareholder, stock purchase or similar agreement. (b) In the event that, subsequent to the Closing Date, any Person becomes a Foreign Subsidiary, whether pursuant to formation, acquisition or otherwise, (x) the Borrower Representative shall promptly notify the Administrative Agent and the Lenders thereof and (y) to the extent such Foreign Subsidiary is owned directly by any Loan Party, within 60 thirty (30) days after such Person becomes a Foreign Subsidiary or, if the Administrative Agent determines in its sole discretion that the Borrowers are working in good faith, such longer period as the Administrative Agent shall permit in its sole discretionnot to exceed thirty (30) additional days, the Borrowers Borrower Representative shall, or shall cause the applicable Loan Party to (i) pledge all of the Capital Stock of such Foreign Subsidiary (or, if the pledge of all of the voting Capital Stock of such Foreign Subsidiary would result in materially adverse tax consequences, then such pledge shall be limited to 65% of the issued and outstanding voting Capital Stock and 100% of the issued and outstanding non-voting Capital Stock of such Foreign Subsidiary owned by such Loan Party Subsidiary, as applicable) to the Administrative Agent as security for the Obligations pursuant to a pledge agreement in form and substance reasonably satisfactory to the Administrative Agent, (ii) deliver the original certificates evidencing such pledged Capital Stock, if any, Stock to the Administrative Agent, together with appropriate powers executed in blank and (iii) deliver all such other documentation (including, without limitation, including certified organizational documents, resolutions, lien searches and legal opinions) and to take all such other actions as the Administrative Agent may reasonably request provided, that Liens on the Capital Stock of (or other ownership interest in) a Foreign Subsidiary that are required to be pledged shall be documented under U.S. law if the cost of providing a local law pledge exceeds the benefit to Lenders, as determined by Administrative Agent in its reasonable discretion; provided further that in no event shall any Capital Stock of any non-wholly owned Foreign Subsidiary be pledged hereunder to the extent that the granting of a security interest in such Capital Stock is prohibited by the applicable joint-venture, shareholder, stock purchase or similar agreementrequest. (c) The Borrowers agree agrees that, following the delivery of any Collateral Documents required to be executed and delivered by this Section, the Administrative Agent shall have a valid and enforceable, first priority perfected Lien on the property required to be pledged pursuant to subsections (a) and (b) of this Section (to the extent that such Lien can be perfected by execution, delivery and/or recording of the Collateral Documents or UCC financing statements, or possession of such Collateral), free and clear of all Liens other than Permitted Liens. All actions to be taken pursuant to this Section shall be at the expense of the Borrowers or the applicable Loan Party, Party and shall be taken to the reasonable satisfaction of the Administrative Agent.

Additional Subsidiaries and Collateral. (a) In Within 75 days after the event thatend of the second Fiscal Quarter of each Fiscal Year of the Borrower, subsequent to commencing with the Closing Date2015 Fiscal Year, the Borrower will (i) cause each Domestic Subsidiary that is a Material Subsidiary (excluding any Excluded Subsidiary, any Person becomes a wholly-owned Specified Subsidiary of Borrower Representative (including and any Subsidiary that is not wholly-owned solely as already a result of directors’ qualifying shares required by applicable law), whether pursuant to formation, acquisition or otherwise, Guarantor) (xa “Joining Guarantor”) the Borrower Representative shall promptly notify the Administrative Agent and the Lenders thereof and (y) within 30 days after such Person becomes a wholly-owned Subsidiary (or such later date as agreed to by the Administrative Agent), the Borrowers shall cause such Subsidiary (iA) to become a new Guarantor (unless such Subsidiary (1) is a Foreign Subsidiary and adverse tax consequences could reasonably be expected to result from making such Subsidiary a Guarantor, (2) is prohibited by law from becoming a Guarantor, (3) is a Subsidiary of a Foreign Subsidiary that is not required to be a Guarantor or (4) the primary assets of such Subsidiary are Capitol Stock or Indebtedness of a Foreign Subsidiary and adverse tax consequences could reasonably be expected to result from making such Subsidiary a Guarantor) and to grant Liens in favor of the Administrative Agent in all of its personal property subject to the Guaranty and Security Agreement by executing and delivering to the Administrative Agent a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, executing and delivering a Copyright Security Agreement, Patent Security Agreement and Trademark Security Agreement, as and to the extent applicable, and authorizing and delivering, at the request of the Administrative Agent, such UCC financing statements or similar instruments required by the Administrative Agent to perfect the Liens in favor of the Administrative Agent and granted under any of the Loan Documents, provided, that no Domestic Loan Party shall be required to take any action under the law of any non-U.S. jurisdiction in order to create or perfect a security interest in any assets of any Borrower or Loan Party which assets are either located outside of the United States or would require action under the law of any non-U.S. jurisdiction in order to create or perfect a security interest therein (other than, subject to the limitations set forth in the paragraph below, stock of a first-tier Foreign Subsidiary of any Borrower or Domestic Loan Party), and (iiB) to deliver all such other documentation (including, without limitation, certified organizational documents, resolutions, lien searches, title insurance policies, surveys, environmental reports searches and legal opinions, provided, that legal opinions shall only be required for a Joining Guarantor having a fair market value in excess of $7,500,000) reasonably requested by Administrative Agent and consistent with the documents delivered by the Loan Parties on or prior to the Closing Date take all such other actions as such Joining Guarantor would have been required to deliver and take pursuant to Section 3.1(b3.1 if such Joining Guarantor had been a Loan Party on the Closing Date, (C) to comply with Section 5.11, and (D) to deliver Real Estate Documents with respect to owned Material Real Estate and Collateral Access Agreements with respect to leased Real Estate (to the extent the landlord of any such leased Real Estate is a PropCo Landlord or a landlord under a Material Master Lease). In addition, within 30 days after the date any Person becomes a Domestic Subsidiary in each case, of the Borrower Representative type required under Section 5.13, (or such later date as agreed to by the Administrative Agent), the Borrower Representative shallii) pledge, or shall cause the applicable Loan Party to (i) pledge pledge, all of the Capital Stock of such Domestic Subsidiary owned by a Loan Party Joining Guarantor to the Administrative Agent as security for the Obligations by executing and delivering a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, and (iiiii) deliver the original certificates (if any and to the extent not prohibited under applicable law) evidencing such pledged Capital Stock (if any) to the Administrative Agent, together with appropriate powers executed in blank; provided that in no event shall any Capital Stock of any non-wholly owned Domestic Subsidiary be pledged hereunder to the extent that the granting of a security interest in such Capital Stock is prohibited by the applicable joint-venture, shareholder, stock purchase or similar agreement. (b) In the event that, subsequent to the Closing Date, any Person becomes a Foreign Subsidiary, whether pursuant to formation, acquisition or otherwise, (x) the Borrower Representative shall promptly notify the Administrative Agent and the Lenders thereof and (y) to the extent such Foreign Subsidiary is owned directly by any Loan Party, within 60 Within 75 days after such Person becomes a Foreign Subsidiary the end of the second Fiscal Quarter of each Fiscal Year of the Borrower, commencing with the 2015 Fiscal Year (or, if the Administrative Agent determines in its sole discretion that the Borrowers are Borrower is working in good faith, such longer period as the Administrative Agent shall permit in its sole discretionnot to exceed 60 additional days), the Borrowers shall, or Borrower shall cause the applicable Loan Parties to pledge all of the Capital Stock of each Foreign Subsidiary and each Pass-Through Foreign Holdco that is a Material Subsidiary (excluding any Excluded Subsidiaries) to the extent such Capital Stock is owned directly by a Loan Party to (i) the Administrative Agent as security for the Obligations pursuant to the Guaranty and Security Agreement; provided that, in the case of any such Foreign Subsidiary that is a CFC and any such Pass-Through Foreign Holdco, such pledge shall be limited to 65% of the issued and outstanding voting Capital Stock and 100% of the issued and outstanding non-voting Capital Stock of such Foreign Subsidiary owned by or such Loan Party to the Administrative Agent Pass-Through Foreign Holdco, as security for the Obligations pursuant to a pledge agreement in form and substance reasonably satisfactory to the Administrative Agentapplicable, (ii) deliver the original certificates (if any and to the extent not prohibited under applicable law) evidencing such pledged Capital Stock, if any, Stock to the Administrative Agent, together with appropriate powers executed in blank and (iii) deliver all such other documentation (including, without limitation, certified organizational documents, resolutions, lien searches and legal opinions) and to take all such other actions as the Administrative Agent may reasonably request provided, that Liens on the Capital Stock of (or other ownership interest in) a Foreign Subsidiary that are required to be pledged shall be documented under U.S. law if the cost of providing a local law pledge exceeds the benefit to Lenders, as determined by Administrative Agent in its reasonable discretion; provided further that in no event shall any Capital Stock of any non-wholly owned Foreign Subsidiary be pledged hereunder to the extent that the granting of a security interest in such Capital Stock is prohibited by the applicable joint-venture, shareholder, stock purchase or similar agreementrequest. (c) To the extent that either (x) the aggregate assets or (y) the aggregate revenue, in each case, of Immaterial Subsidiaries, is greater than the Immaterial Subsidiary Threshold Amount, in each case for the four consecutive Fiscal Quarter period ending on the last day of any Fiscal Quarter, commencing with the Fiscal Quarter ending on or about June 30, 2015, then within 75 days after the end of such Fiscal Quarter (or with respect to the fourth Fiscal Quarter of each Fiscal Year, then within 120 days after the end of such Fiscal Quarter), the Borrower shall cause one or more other Domestic Subsidiaries to become additional Guarantors to the extent necessary to cause the aggregate assets and the aggregate revenue of Immaterial Subsidiaries to be no greater than the Immaterial Subsidiary Threshold Amount, by executing and delivering the documents and taking the actions described in subsection (a) above as if such Domestic Subsidiaries were Joining Guarantors. (d) Within 75 days after the end of each Fiscal Quarter (or with respect to the fourth Fiscal Quarter of each Fiscal Year, then within 120 days after the end of such Fiscal Quarter), commencing with the Fiscal Quarter ending on or about June 30, 2015, the Borrower will deliver to the Administrative Agent an officer’s certificate executed by a Responsible Officer, certifying (A) an updated Schedule 4.14 (after giving effect to compliance with clauses (a) and (c) above) attached to such officer’s certificate, (B) the aggregate assets (on a non-consolidated basis) of Domestic Subsidiaries that are not Loan Parties (excluding Excluded Subsidiaries) as of the last day of such Fiscal Quarter (after giving effect to compliance with clauses (a) and (c) above), (C) the aggregate revenue (on a non-consolidated basis) of Domestic Subsidiaries that are not Loan Parties (excluding Excluded Subsidiaries) for the four consecutive Fiscal Quarter period ending on the last day of such Fiscal Quarter, and (D) that the requirements of this Section 5.12 have been satisfied for such Fiscal Quarter (other than with respect to subsection (b) to the extent the Administrative Agent has extended the deadline for compliance as contemplated thereby). (e) The Borrowers agree Borrower agrees that, following the delivery of any Collateral Documents required to be executed and delivered by this Section, the Administrative Agent shall have a valid and enforceable, first priority perfected Lien on the property required to be pledged pursuant to subsections (a), (b) and (bc) of this Section (to the extent that such Lien can be perfected by execution, delivery and/or recording of the Collateral Documents or UCC financing statements, or possession of such Collateral), free and clear of all Liens other than Permitted LiensLiens expressly permitted by Section 7.2. All actions to be taken pursuant to this Section shall be at the expense of the Borrowers Borrower or the applicable Loan Party, and shall be taken to the reasonable satisfaction of the Administrative Agent.

Additional Subsidiaries and Collateral. (a) In the event that, subsequent to the Closing Date, any Person becomes a wholly-owned Subsidiary of the Borrower Representative (including any Subsidiary that is not wholly-owned solely as a result of directors’ qualifying shares required by applicable law), whether pursuant to formation, acquisition or otherwise, (x) the Borrower Representative shall promptly notify the Administrative Agent and the Lenders thereof and (y) within 30 thirty (30) days after such Person becomes a wholly-owned Subsidiary (or such later date as agreed to by the Administrative Agent), the Borrowers Borrower shall cause such Subsidiary (i) to become a new Guarantor (unless such Subsidiary (1) is a Foreign Subsidiary and adverse tax consequences could reasonably be expected to result from making such Subsidiary a Guarantor, (2) is prohibited by law from becoming a Guarantor, (3) is a Subsidiary of a Foreign Subsidiary that is not required to be a Guarantor or (4) the primary assets of such Subsidiary are Capitol Capital Stock or Indebtedness of a Foreign Subsidiary and adverse tax consequences could reasonably be expected to result from making such Subsidiary a Guarantor) and to grant Liens in favor of the Administrative Agent in all of its personal property by executing and delivering to the Administrative Agent a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, executing and delivering a Copyright Security Agreement, Patent Security Agreement and Trademark Security Agreement, as applicable, and authorizing and delivering, at the request of the Administrative Agent, such UCC financing statements or similar instruments required by the Administrative Agent to perfect the Liens in favor of the Administrative Agent and granted under any of the Loan Documents, ; provided, that no Domestic Loan Party shall be required to take any action under the law of any non-U.S. jurisdiction in order to create or perfect a security interest in any assets of any the Borrower or Loan Party which assets are either located outside of the United States or would require action under the law of any non-U.S. jurisdiction in order to create or perfect a security interest therein (other than, subject to the limitations set forth in the paragraph below, stock of a first-tier Foreign Subsidiary of any Borrower or Domestic Loan Party), and (ii) to deliver all such other documentation (including, without limitation, certified organizational documents, resolutions, lien searches, title insurance policies, surveys, environmental reports searches and legal opinions) reasonably requested by Administrative Agent and consistent with the documents delivered by the Loan Parties on or prior to the Closing Date pursuant to Section 3.1(b4.01(a)(iii). In addition, within 30 thirty (30) days after the date any Person becomes a Domestic Subsidiary of the Borrower Representative a Loan Party (or such later date as agreed to by the Administrative Agent), the Borrower Representative shall, or shall cause the applicable Loan Party to (i) pledge all of the Capital Stock of such Domestic Subsidiary owned by a Loan Party to the Administrative Agent as security for the Obligations by executing and delivering a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, and (ii) deliver the original certificates evidencing such pledged Capital Stock (if any) to the Administrative Agent, together with appropriate powers executed in blank; provided that in no event shall any Capital Stock of any non-wholly owned Domestic Subsidiary be pledged hereunder to the extent that the granting of a security interest in such Capital Stock is prohibited by the applicable joint-venture, shareholder, stock purchase or similar agreement. (b) In the event that, subsequent to the Closing Date, any Person becomes a Foreign Subsidiary, whether pursuant to formation, acquisition or otherwise, (x) the Borrower Representative shall promptly notify the Administrative Agent and the Lenders thereof and (y) to the extent such Foreign Subsidiary is owned directly by any Loan Party, within 60 days after such Person becomes a Foreign Subsidiary or, if the Administrative Agent determines in its sole discretion that the Borrowers are working in good faith, such longer period as the Administrative Agent shall permit in its sole discretion, the Borrowers shall, or shall cause the applicable Loan Party to (i) pledge 65% of the issued and outstanding voting Capital Stock and 100% of the issued and outstanding non-voting Capital Stock of such Foreign Subsidiary owned by such Loan Party to the Administrative Agent as security for the Obligations pursuant to a pledge agreement in form and substance reasonably satisfactory to the Administrative Agent, (ii) deliver the original certificates evidencing such pledged Capital Stock, if any, to the Administrative Agent, together with appropriate powers executed in blank and (iii) deliver all such other documentation (including, without limitation, certified organizational documents, resolutions, lien searches and legal opinions) and to take all such other actions as the Administrative Agent may reasonably request provided, that Liens on the Capital Stock of (or other ownership interest in) a Foreign Subsidiary that are required to be pledged shall be documented under U.S. law if the cost of providing a local law pledge exceeds the benefit to Lenders, as determined by Administrative Agent in its reasonable discretion; provided further that in no event shall any Capital Stock of any non-wholly owned Foreign Subsidiary be pledged hereunder to the extent that the granting of a security interest in such Capital Stock is prohibited by the applicable joint-venture, shareholder, stock purchase or similar agreement. (c) The Borrowers agree that, following the delivery of any Collateral Documents required to be executed and delivered by this Section, the Administrative Agent shall have a valid and enforceable, first priority perfected Lien on the property required to be pledged pursuant to subsections (a) and (b) of this Section (to the extent that such Lien can be perfected by execution, delivery and/or recording of the Collateral Documents or UCC financing statements, or possession of such Collateral), free and clear of all Liens other than Permitted Liens. All actions to be taken pursuant to this Section shall be at the expense of the Borrowers or the applicable Loan Party, and shall be taken to the reasonable satisfaction of the Administrative Agent.

Additional Subsidiaries and Collateral. (a) In the event that, subsequent to the Closing Date, any Person becomes a wholly-owned Subsidiary of Borrower Representative (including any Subsidiary that is not wholly-owned solely as a result of directors’ qualifying shares required by applicable law)Domestic Subsidiary, whether pursuant to formation, acquisition or otherwise, (xi) the Borrower Representative shall promptly notify the Administrative Agent and the Lenders thereof and (yii) within 30 thirty (30) days after such Person becomes a wholly-owned Subsidiary (or such later date as agreed to by the Administrative Agent)Domestic Subsidiary, the Borrowers Borrower shall cause such Domestic Subsidiary (i) to become a new Guarantor (unless such Subsidiary (1) is a Foreign Subsidiary and adverse tax consequences could reasonably be expected to result from making such Subsidiary a Guarantor, (2) is prohibited by law from becoming a Guarantor, (3) is a Subsidiary of a Foreign Subsidiary that is not required to be a Guarantor or (4) the primary assets of such Subsidiary are Capitol Stock or Indebtedness of a Foreign Subsidiary and adverse tax consequences could reasonably be expected to result from making such Subsidiary a Guarantor) and to grant Liens in favor of the Administrative Agent in all of its personal property by executing and delivering to the Administrative Agent a supplement to Joinder Agreement substantially in the Guaranty and Security Agreement form of Exhibit 5.13 or otherwise in form and substance reasonably satisfactory to the Administrative Agent, executing and delivering a Copyright Security Agreement, Patent Security Agreement and Trademark Security Agreement, as applicable, and authorizing and delivering, at the request of the Administrative Agent, such UCC financing statements or similar instruments required by the Administrative Agent to perfect the Liens in favor of the Administrative Agent Agent, for the benefit of the holders of the Obligations, and granted under any of the Loan Documents, provided, provided that no Domestic Loan Party Subsidiary that is a CFC Holdco shall be required to take become a Guarantor hereunder or grant Liens or otherwise pledge any action of its assets as Collateral hereunder or under the law of any non-U.S. jurisdiction in order to create or perfect a security interest in any assets of any Borrower or other Loan Party which assets are either located outside of the United States or would require action under the law of any non-U.S. jurisdiction in order to create or perfect a security interest therein Document. (other than, subject to the limitations set forth in the paragraph below, stock of a first-tier Foreign Subsidiary of any Borrower or Domestic Loan Party), and (iib) to deliver all such other documentation (including, without limitation, certified organizational documents, resolutions, lien searches, title insurance policies, surveys, environmental reports and legal opinions) reasonably requested by Administrative Agent and consistent with the documents delivered by the Loan Parties on or prior to the Closing Date pursuant to Section 3.1(b). In addition, within 30 thirty (30) days after the date any Person becomes a Domestic Subsidiary of the Borrower Representative (or such later date as agreed to by the Administrative Agent)Subsidiary, the Borrower Representative shall, or shall cause the applicable Loan Party to (i) pledge all of the Capital Stock of such Domestic Subsidiary owned by a Loan Party to the Administrative Agent Agent, for the benefit of the holders of the Obligations, as security for the Obligations by executing and delivering a supplement to the Guaranty and Security Agreement such documentation as reasonably required by Administrative Agent in form and substance reasonably satisfactory to the Administrative Agent, provided that the pledge of the Capital Stock of a Domestic Subsidiary that is a CFC Holdco shall be limited to 65% of the issued and outstanding voting Capital Stock and 100% of the issued and outstanding non-voting Capital Stock of such Domestic Subsidiary, and (ii) to the extent certificated, deliver the original certificates evidencing such pledged Capital Stock (if any) to the Administrative Agent, for the benefit of the holders of the Obligations, together with appropriate powers executed in blank; provided that in no event shall any Capital Stock of any non-wholly owned Domestic Subsidiary be pledged hereunder to the extent that the granting of a security interest in such Capital Stock is prohibited by the applicable joint-venture, shareholder, stock purchase or similar agreement. (bc) In the event that, subsequent to the Closing Date, any Person becomes a Foreign Subsidiary, whether pursuant to formation, acquisition or otherwise, (x) the Borrower Representative shall promptly notify the Administrative Agent and the Lenders thereof thereof, and (y) to the extent such Foreign Subsidiary is owned directly by any Loan Party, within 60 sixty (60) days after such Person becomes a Foreign Subsidiary or, if the Administrative Agent determines in its sole discretion that the Borrowers are Borrower is working in good faith, such longer period as the Administrative Agent shall permit in its sole discretionpermit, the Borrowers Borrower shall, or shall cause the applicable Loan Party to (i) pledge all of the Capital Stock of such Foreign Subsidiary (provided that, the pledge of the voting Capital Stock of any such Foreign Subsidiary that is a CFC shall be limited to 65% of the issued and outstanding voting Capital Stock and 100% of the issued and outstanding non-voting Capital Stock of such Foreign Subsidiary owned by such Loan Party Subsidiary) to the Administrative Agent Agent, for the benefit of the holders of the Obligations, as security for the Obligations pursuant to a pledge agreement in form and substance reasonably satisfactory to the Administrative Agent, (ii) to the extent certificated, deliver the original certificates evidencing such pledged Capital Stock, if any, Stock to the Administrative Agent, together with appropriate powers executed in blank and (iii) deliver all such other documentation (including, without limitation, certified organizational documents, resolutions, lien searches and legal opinions) and to take all such other actions as the Administrative Agent may reasonably request provided, that Liens on the Capital Stock of (or other ownership interest in) a Foreign Subsidiary that are required to be pledged shall be documented under U.S. law if the cost of providing a local law pledge exceeds the benefit to Lenders, as determined by Administrative Agent in its reasonable discretion; provided further that in no event shall any Capital Stock of any non-wholly owned Foreign Subsidiary be pledged hereunder to the extent that the granting of a security interest in such Capital Stock is prohibited by the applicable joint-venture, shareholder, stock purchase or similar agreementrequest. (cd) No Foreign Subsidiary shall be required to become a Guarantor or grant any Lien or otherwise pledge any of its assets as Collateral pursuant to Section 5.13(a) or under any other Loan Document. (e) The Borrowers agree Borrower agrees that, following the delivery of any Collateral Documents required to be executed and delivered by this Section, the Administrative Agent shall have a valid and enforceable, first priority perfected Lien on the property required to be pledged pursuant to subsections (a) and (b) of this Section (to the extent that such Lien can be perfected by execution, delivery and/or recording of the Collateral Documents or UCC financing statements, or possession of such Collateral), free and clear of all Liens other than Permitted LiensLiens expressly permitted by Section 7.2. All actions to be taken pursuant to this Section shall be at the expense of the Borrowers Borrower or the applicable Loan Party, and shall be taken to the reasonable satisfaction of the Administrative Agent.

Additional Subsidiaries and Collateral. (a) In the event that, subsequent to the Closing Date, any Person becomes a wholly-owned Subsidiary of Borrower Representative (including any Subsidiary that is not wholly-owned solely as a result of directors’ qualifying shares required by applicable law)Loan Party, whether pursuant to formation, acquisition or otherwise, (x) the Borrower Representative shall promptly notify the Administrative Agent Agent, the Lenders and the Lenders thereof Issuing Banks not less than ten (10) Business Days prior to the formation or acquisition of such Subsidiary and (y) within 30 days five (5) Business Days after such Person becomes a wholly-owned Subsidiary (or such later date as agreed to by the Administrative Agent)of a Loan Party, the Borrowers Borrower shall cause such Subsidiary (i) to become a new Guarantor (unless such Subsidiary (1) is a Foreign Subsidiary and adverse tax consequences could reasonably be expected to result from making such Subsidiary a Guarantor, (2) is prohibited by law from becoming a Guarantor, (3) is a Subsidiary of a Foreign Subsidiary that is not required to be a Guarantor or (4) the primary assets of such Subsidiary are Capitol Stock or Indebtedness of a Foreign Subsidiary and adverse tax consequences could reasonably be expected to result from making such Subsidiary a Guarantor) and to grant Liens in favor of the Administrative Agent in all of its personal property by executing and delivering to the Administrative Agent a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, executing and delivering a Copyright Security Agreement, Patent Security Agreement and Trademark Security Agreement, as applicable, and authorizing and delivering, at the request of the Administrative Agent, such UCC financing statements or similar instruments required by the Administrative Agent to perfect the Liens in favor of the Administrative Agent and granted under any of the Loan Documents, provided, that no Domestic Loan Party shall be required (ii) to take any action under the law of any non-U.S. jurisdiction grant Liens in order to create or perfect a security interest in any assets of any Borrower or Loan Party which assets are either located outside favor of the United States or would require action under Administrative Agent in such Oil and Gas Properties as requested by the law of any non-U.S. jurisdiction in order to create or perfect a security interest therein (other than, subject Administrative Agent by executing and delivering to the limitations set forth in Administrative Agent such Mortgages as the paragraph below, stock of a first-tier Foreign Subsidiary of any Borrower or Domestic Loan Party)Administrative Agent shall require, and (iiiii) to deliver all such other documentation (including, without limitation, certified organizational documents, resolutions, lien searches, title insurance policies, surveys, environmental reports and legal opinions) reasonably requested by Administrative Agent and consistent with the documents delivered by the to take all such other actions as such Subsidiary would have been required to deliver and take pursuant to Section 3.1 if such Subsidiary had been a Loan Parties Party on or prior to the Closing Date or that such Subsidiary would be required to deliver pursuant to Section 3.1(b)5.13 with respect to any Oil and Gas Properties. In addition, within 30 days five (5) Business Days after the date any Person becomes a Domestic Subsidiary of the Borrower Representative (or such later date as agreed to by the Administrative Agent)a Loan Party, the Borrower Representative shall, or shall cause the applicable Loan Party to (i) pledge all of the Capital Stock of such Domestic Subsidiary owned by a Loan Party to the Administrative Agent as security for the Obligations by executing and delivering a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, and (ii) if the Capital Stock of such Subsidiary is certificated, deliver the original certificates evidencing such pledged Capital Stock (if any) to the Administrative Agent, together with appropriate powers executed in blank; provided that in no event shall any Capital Stock of any non-wholly owned Domestic Subsidiary be pledged hereunder to the extent that the granting of a security interest in such Capital Stock is prohibited by the applicable joint-venture, shareholder, stock purchase or similar agreement. (b) In the event that, subsequent to the Closing Date, any Person becomes a Foreign Subsidiary, whether pursuant to formation, acquisition or otherwise, (x) the The Borrower Representative shall promptly notify the Administrative Agent and the Lenders thereof and (y) to the extent such Foreign Subsidiary is owned directly by any Loan Party, within 60 days after such Person becomes a Foreign Subsidiary or, if the Administrative Agent determines in its sole discretion that the Borrowers are working in good faith, such longer period as the Administrative Agent shall permit in its sole discretion, the Borrowers shall, or shall cause the applicable Loan Party to (i) pledge 65% of the issued and outstanding voting Capital Stock and 100% of the issued and outstanding non-voting Capital Stock of such Foreign Subsidiary owned by such Loan Party to the Administrative Agent as security for the Obligations pursuant to a pledge agreement in form and substance reasonably satisfactory to the Administrative Agent, (ii) deliver the original certificates evidencing such pledged Capital Stock, if any, to the Administrative Agent, together with appropriate powers executed in blank and (iii) deliver all such other documentation (including, without limitation, certified organizational documents, resolutions, lien searches and legal opinions) and to take all such other actions as the Administrative Agent may reasonably request provided, that Liens on the Capital Stock of (or other ownership interest in) a Foreign Subsidiary that are required to be pledged shall be documented under U.S. law if the cost of providing a local law pledge exceeds the benefit to Lenders, as determined by Administrative Agent in its reasonable discretion; provided further that in no event shall any Capital Stock of any non-wholly owned Foreign Subsidiary be pledged hereunder to the extent that the granting of a security interest in such Capital Stock is prohibited by the applicable joint-venture, shareholder, stock purchase or similar agreement. (c) The Borrowers agree agrees that, following the delivery of any Collateral Documents required to be executed and delivered by this Section, the Administrative Agent shall have a valid and enforceable, first priority perfected Lien on the property required to be pledged pursuant to subsections subsection (a) and (b) of this Section (to the extent that such Lien can be perfected by execution, delivery and/or recording of the Collateral Documents or UCC financing statements, or possession of such Collateral), free and clear of all Liens other than Permitted LiensLiens expressly permitted by Section 7.2. All actions to be taken pursuant to this Section shall be at the expense of the Borrowers Borrower or the applicable Loan Party, and shall be taken to the reasonable satisfaction of the Administrative Agent.

Additional Subsidiaries and Collateral. (a) In the event that, subsequent to the Closing Date, any Person becomes a wholly-owned Subsidiary of Borrower Representative (including any Subsidiary that is not wholly-owned solely as a result of directors’ qualifying shares required by applicable law)Domestic Subsidiary, whether pursuant to formation, an acquisition or otherwise, (x) the Borrower Representative shall promptly notify the Administrative Agent and the Lenders thereof of the creation or acquisition of such Domestic Subsidiary and (y) within 30 thirty (30) days after such Person becomes a wholly-owned Subsidiary (or such later date as agreed to by the Administrative Agent)thereafter, the Borrowers Borrower shall cause such Subsidiary Person (i) to become join the Guaranty and Security Agreement as a new Guarantor (unless such Subsidiary (1) is Loan Party by executing and delivering to the Administrative Agent a Foreign Subsidiary supplement to the Guaranty and adverse tax consequences could reasonably be expected to result from making such Subsidiary a GuarantorSecurity Agreement, (2ii) is prohibited by law from becoming a Guarantor, (3) is a Subsidiary of a Foreign Subsidiary that is not required to be a Guarantor or (4) the primary assets of such Subsidiary are Capitol Stock or Indebtedness of a Foreign Subsidiary and adverse tax consequences could reasonably be expected to result from making such Subsidiary a Guarantor) and to grant Liens in favor of the Administrative Agent in all of its personal property by executing and delivering to the Administrative Agent a supplement to joining the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative AgentAgreement, executing and delivering a Copyright Security Agreement, Patent Security Agreement and Trademark Security Agreement, Agreement (as applicable) and to file, and authorizing and delivering, or at the request of the Administrative AgentAgent to authorize the filing of, all such UCC financing statements or similar instruments required by the Administrative Agent to perfect the Liens in favor of the Administrative Agent and granted under any of the Loan Documents, provided, that no Domestic Loan Party shall be required (iii) to take any action under the law of any non-U.S. jurisdiction grant Liens in order to create or perfect a security interest in any assets of any Borrower or Loan Party which assets are either located outside favor of the United States or would require action under the law of any non-U.S. jurisdiction Administrative Agent in order all fee ownership and leasehold interests in Real Estate, (iv) if such Domestic Subsidiary owns Capital Stock in another Person, to create or perfect become a security interest therein (other than, subject party to the limitations set forth in the paragraph below, stock of a first-tier Foreign Subsidiary of any Borrower or Domestic Loan Party)pledge agreement to pledge such Capital Stock, and (iiv) to deliver all such other documentation (including, including without limitation, certified organizational documents, resolutions, lien searches, title insurance policies, surveys, environmental reports and reports, legal opinions, and certified organizational documents) reasonably requested by Administrative Agent and consistent with the documents delivered by the Loan Parties on or prior to the Closing Date take all such other actions as such Subsidiary would have been required to deliver and take pursuant to Section 3.1(b)3.1 if such Subsidiary had been a Loan Party on the Closing Date. In addition, within 30 thirty (30) days after the date any such Person becomes a Domestic Subsidiary of the Borrower Representative (or such later date as agreed to by the Administrative Agent)Borrower, the Borrower Representative shall, or shall cause the applicable Loan Party Subsidiary owning such Person, to (i) pledge all of the Capital Stock of such Domestic Subsidiary owned by a Loan Party Person to the Administrative Agent as security for the Obligations by executing and delivering a supplement to the Guaranty and Security Agreement pledge agreement, in form and substance reasonably satisfactory to the Administrative Agent, and (ii) to deliver the original stock certificates evidencing such pledged Capital Stock (if any) to the Administrative Agent, together with appropriate stock powers executed in blank; provided that in no event shall any Capital Stock of any non-wholly owned Domestic Subsidiary be pledged hereunder to the extent that the granting of a security interest in such Capital Stock is prohibited by the applicable joint-venture, shareholder, stock purchase or similar agreement. (b) In the event that, subsequent to the Closing Date, any Person becomes a Foreign SubsidiarySubsidiary of the Borrower, whether pursuant to formation, an acquisition or otherwise, (x) the Borrower Representative shall promptly notify the Administrative Agent and the Lenders thereof and (y) to the extent such Foreign Subsidiary is owned directly by any Loan Party, within 60 no later than sixty (60) days after such Person becomes a Foreign Subsidiary orSubsidiary, or if the Administrative Agent determines in its sole discretion that the Borrowers are Borrower is working in good faith, such longer period as the Administrative Agent shall permit in its sole discretionnot to exceed sixty (60) additional days, the Borrowers Borrower shall, or shall cause the applicable Loan Party to any of its Domestic Subsidiary owning such Person, (i) to pledge 65% all of the issued and outstanding voting Capital Stock and 100% of such Foreign Subsidiary (or if the pledge of all of the issued and outstanding non-voting Capital Stock of such Foreign Subsidiary would result in materially adverse tax consequences, then such pledge shall be limited to sixty-five percent (65%) of the voting Capital Stock and one hundred percent (100%) of the non-voting Capital Stock owned by such Loan Party the Borrower or any Domestic Subsidiary, as applicable) to the Administrative Agent as security for the Obligations pursuant to a pledge agreement in form and substance reasonably satisfactory to the Administrative AgentAgent and the Required Lenders, (ii) to deliver the original stock certificates evidencing such pledged Capital Stock, if any, to the Administrative Agent, together with appropriate stock powers executed in blank and (iii) to deliver all such other documentation (including, including without limitation, lien searches, legal opinions, landlord waivers, and certified organizational documents, resolutions, lien searches and legal opinions) and to take all such other actions as the Administrative Agent may reasonably request provided, that Liens on the Capital Stock of (Borrower or other ownership interest in) such Domestic Subsidiary would have been required to deliver and take pursuant to Section 3.1 if such Foreign Subsidiary had been a Foreign Subsidiary that are required to be pledged shall be documented under U.S. law if on the cost of providing a local law pledge exceeds the benefit to Lenders, as determined by Administrative Agent in its reasonable discretion; provided further that in no event shall any Capital Stock of any non-wholly owned Foreign Subsidiary be pledged hereunder to the extent that the granting of a security interest in such Capital Stock is prohibited by the applicable joint-venture, shareholder, stock purchase or similar agreementClosing Date. (c) The Borrowers agree Borrower agrees that, following the delivery of any Collateral Documents required to be executed and delivered by this SectionSection 5.10, the Administrative Agent shall have a valid and enforceable, first priority perfected Lien on the property required to be pledged pursuant to subsections clause (a) and (b) of this Section (to the extent that such Lien can be perfected by execution, delivery and/or recording of the Collateral Documents or UCC financing statements, or possession of such Collateral)above, free and clear of all Liens other than Permitted LiensEncumbrances. All actions to be taken pursuant to this Section 5.10 shall be at the expense of the Borrowers Borrower or the applicable Loan Party, and shall be taken to the reasonable satisfaction of the Administrative Agent. (d) To the extent otherwise permitted hereunder, if any Loan Party proposes to acquire a fee ownership in Real Estate after the Closing Date, it shall at the time of such acquisition provide to the Administrative Agent all Real Estate Documents requested by the Administrative Agent granting the Administrative Agent a first priority Lien on such Real Estate, together with environmental audits, mortgage title insurance policies, real property survey, opinion(s) and, if required by the Administrative Agent, supplemental casualty insurance and flood insurance, and such other documents, instruments or agreements reasonably requested by the Administrative Agent, in each case, in form and substance reasonably satisfactory to the Administrative Agent. (e) No Loan Party will maintain tangible Collateral with a book value of more than $7,500,000 in the aggregate at any location not owned by a Loan Party unless it shall first have provided to the Administrative Agent a copy of such lease and a landlord's agreement or bailee letter, as applicable, from the landlord of any leased property or bailee with respect to any warehouse or other location where such Collateral will be stored or located, which agreement or letter shall be reasonably satisfactory in form and substance to the Administrative Agent.

Additional Subsidiaries and Collateral. (a) In the event that, subsequent to the Closing Date, any Person becomes a wholly-owned Subsidiary of Borrower Representative (including any other than an Excluded Subsidiary) or an Unrestricted Subsidiary that is not wholly-owned solely designated as a result of directors’ qualifying shares required by applicable law)Restricted Subsidiary or an Immaterial Subsidiary ceases to be an Immaterial Subsidiary, whether pursuant to formation, acquisition or otherwise, (x) the Borrower Representative shall promptly notify the Administrative Agent and the Lenders thereof and (y) within 30 4560 days (or such longer period as the Administrative Agent may permit) after such Person becomes a wholly-owned Subsidiary (or such later date as agreed is designated a Restricted Subsidiary or ceases to by the Administrative Agent)be an Immaterial Subsidiary, the Borrowers Borrower shall cause such Subsidiary (i) to become a new Guarantor (unless such Subsidiary (1) is by executing and delivering to the Administrative Agent a Foreign Subsidiary joinder to the Guaranty and adverse tax consequences could Security Agreement in form and substance reasonably be expected satisfactory to result from making such Subsidiary a Guarantorthe Administrative Agent, (2ii) is prohibited by law from becoming a Guarantor, (3) is a Subsidiary of a Foreign Subsidiary that is not required to be a Guarantor or (4) the primary assets of such Subsidiary are Capitol Stock or Indebtedness of a Foreign Subsidiary and adverse tax consequences could reasonably be expected to result from making such Subsidiary a Guarantor) and to grant Liens in favor of the Administrative Agent in all of its personal property (other than Excluded Property) by executing and delivering to the Administrative Agent a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, executing and delivering a Copyright Security Agreement, Patent Security Agreement and Trademark Security Agreement, as applicable, and authorizing and delivering, at the request of the Administrative Agent, such UCC financing statements or similar instruments required by the Administrative Agent to perfect the Liens in favor of the Administrative Agent and granted under any of the Loan Documents, provided, that no Domestic Loan Party shall be required to take any action under the law of any non-U.S. jurisdiction in order to create or perfect a security interest in any assets of any Borrower or Loan Party which assets are either located outside of the United States or would require action under the law of any non-U.S. jurisdiction in order to create or perfect a security interest therein (other than, subject to the limitations set forth in the paragraph below, stock of a first-tier Foreign Subsidiary of any Borrower or Domestic Loan Party), Documents and (iiiii) to deliver all such other documentation (including, without limitation, certified organizational documentsOrganization Documents, resolutions, lien searches, title insurance policies, surveys, environmental reports searches and customary legal opinions) and to take all such other actions as such Subsidiary would have been required to deliver and take on the Closing Date if such Subsidiary had been a Loan Party on the Closing Date, in every such case to the extent reasonably requested by the Administrative Agent and consistent with Agent; provided, that, if the documents delivered by portion of Consolidated EBITDA attributable to any such Subsidiary or Subsidiaries, individually or in the Loan Parties aggregate, is less than 10% of Consolidated EBITDA (for the most recently ended four consecutive Fiscal Quarter period for which financial statements have been delivered, calculated on or prior a pro forma basis), the Borrower shall not be required to the Closing Date pursuant to deliver any legal opinion under this Section 3.1(b)5.12. In addition, within 30 4560 days (or such longer period as the Administrative Agent may permit) after the date any Person becomes a Domestic Subsidiary of the Borrower Representative (or such later date as agreed to by the Administrative Agentother than a Domestic Foreign Holdco), to the Borrower Representative shallextent such Domestic Subsidiary is owned directly by any Loan Party and constitutes a Restricted Subsidiary and does not constitute an Immaterial Subsidiary (to the extent such Immaterial Subsidiary is not a Guarantor), or shall cause the applicable Loan Party to shall (i) pledge all of the Capital Stock of such Domestic Subsidiary owned by a such Loan Party to the Administrative Agent as security for the Obligations by executing and delivering a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, Agent and (ii) deliver the original certificates certificates, if any, evidencing such pledged Capital Stock (if any) to the Administrative Agent, together with appropriate powers executed in blank; provided that in no event shall any Capital Stock of any non-wholly owned Domestic Subsidiary be pledged hereunder to the extent that the granting of a security interest in such Capital Stock is prohibited by the applicable joint-venture, shareholder, stock purchase or similar agreement. (b) In the event that, subsequent to the Closing Date, any Person becomes a Foreign SubsidiarySubsidiary or a Domestic Foreign Holdco, whether pursuant to formation, acquisition or otherwise, (x) the Borrower Representative shall promptly notify the Administrative Agent and the Lenders thereof and (y) to the extent such Foreign Subsidiary or Domestic Foreign Holdco is owned directly by any Loan PartyParty and constitutes a Restricted Subsidiary and does not constitute an Immaterial Subsidiary (to the extent such Immaterial Subsidiary is not a Guarantor), within 60 4560 days (or such longer period as the Administrative Agent may permit) after such Person becomes a Foreign Subsidiary oror Domestic Foreign Holdco, if the Administrative Agent determines in its sole discretion that the Borrowers are working in good faith, such longer period as the Administrative Agent shall permit in its sole discretion, the Borrowers shall, or shall cause the applicable Loan Party to shall (i) pledge all of the Capital Stock (but, in any event, not to exceed 65% of the issued and outstanding voting Capital Stock and 100% of the issued and outstanding non-voting Capital Stock Stock) of such Foreign Subsidiary or Domestic Foreign Holdco, as applicable, owned by such Loan Party Party, to the Administrative Agent as security for the Obligations pursuant to a pledge agreement in form and substance reasonably satisfactory to the Administrative Agent, and (ii) deliver the original certificates certificates, if any, evidencing such pledged Capital Stock, if any, Stock to the Administrative Agent, together with appropriate powers executed in blank and (iii) deliver all such other documentation (including, without limitation, certified organizational documents, resolutions, lien searches and legal opinions) and to take all such other actions as the Administrative Agent may reasonably request provided, that Liens on the Capital Stock of (or other ownership interest in) a Foreign Subsidiary that are required to be pledged shall be documented under U.S. law if the cost of providing a local law pledge exceeds the benefit to Lenders, as determined by Administrative Agent in its reasonable discretion; provided further that in no event shall any Capital Stock of any non-wholly owned Foreign Subsidiary be pledged hereunder to the extent that the granting of a security interest in such Capital Stock is prohibited by the applicable joint-venture, shareholder, stock purchase or similar agreementblank. (c) The Borrowers agree Borrower agrees that, following the delivery of any Collateral Documents required to be executed and delivered by this Section, the Administrative Agent shall have a valid and enforceable, first priority (subject to Liens permitted by Section 7.2) perfected Lien on the property required to be pledged pursuant to subsections (a) and (b) of this Section (to the extent that such Lien can be perfected by execution, delivery and/or recording of the Collateral Documents or UCC financing statements, or or, if required to be delivered, possession of such Collateral), free and clear of all Liens other than Permitted LiensLiens permitted by Section 7.2. All actions to be taken pursuant to this Section shall be at the expense of the Borrowers Borrower or the applicable Loan Party, and shall be taken to the reasonable satisfaction of the Administrative Agent. (d) Notwithstanding anything herein to the contrary or in any other Loan Document, (i) the Borrower and the Guarantors shall not be required create or perfect a security interest under the laws of any non-U.S. jurisdiction or to create or perfect a security interest in assets located or titled outside the U.S. or to reimburse or indemnify the Administrative Agent for any costs or expenses incurred in connection with the taking of any of the foregoing actions in any non-U.S. jurisdiction and (ii) perfection shall not be required with respect to the following: (A) commercial tort claims with a claim value of less than $4,000,000; (B) letter-of-credit rights with a face amount less than $4,000,000 (other than those to which perfection of the security interest in such Collateral is accomplished solely by the filing of a UCC financing statement); provided that neither the Borrower nor any Guarantor shall be required to establish the Administrative Agent’s “control” (within the meaning of Section 9-107 of the UCC) over any letter-of-credit rights with a face amount greater than or equal to $4,000,000 except upon the Administrative Agent’s request during the existence of an Event of Default; (C) those assets as to which the Administrative Agent and the Borrower reasonably agree in writing that the costs of obtaining such perfection are excessive in relation to the value to the Lenders of the security to be afforded thereby and (D) any Excluded Account.

Additional Subsidiaries and Collateral. (a) In the event that, subsequent to after the Closing Date, any Person becomes a wholly-owned Domestic Subsidiary of Borrower Representative a Loan Party (including any Subsidiary that is not wholly-owned solely as a result of directors’ qualifying shares required by applicable lawother than an Excluded Subsidiary), whether pursuant to formation, acquisition or otherwise, (x) the Borrower Representative Borrowers shall promptly notify the Administrative Agent and the Lenders Lender thereof and (y) within 30 days after such Person becomes a wholly-owned Subsidiary (or such later date as agreed to by the Administrative Agent), the Borrowers shall cause such Domestic 6597425.v16 0000-0000-0000 v2 Subsidiary (i) to become a new Guarantor (unless such Subsidiary (1) is a Foreign Subsidiary and adverse tax consequences could reasonably be expected to result from making such Subsidiary a Borrower or Guarantor, (2) is prohibited as determined by law from becoming a GuarantorLender, (3) is a Subsidiary of a Foreign Subsidiary that is not required to be a Guarantor or (4) the primary assets of such Subsidiary are Capitol Stock or Indebtedness of a Foreign Subsidiary and adverse tax consequences could reasonably be expected to result from making such Subsidiary a Guarantor) and to grant Liens in favor of the Administrative Agent Lender in all of its personal property Property by executing and delivering to the Administrative Agent a supplement Lender supplements to the Guaranty and Security Agreement Agreement, each in form and substance reasonably satisfactory to Lender and, in the Administrative Agentcase of new Borrowers, executing and delivering a Copyright Security joinder to this Agreement, Patent Security Agreement and Trademark Security Agreement, as applicable, and authorizing and delivering, at the request of the Administrative AgentLender, such UCC financing statements or similar instruments required by the Administrative Agent Lender to perfect the Liens in favor of the Administrative Agent Lender and granted under any of the Loan Documents, providedand, that no Domestic Loan Party shall be required to take any action under the law of any non-U.S. jurisdiction in order to create or perfect a security interest in any assets of any Borrower or Loan Party which assets are either located outside of the United States or would require action under the law of any non-U.S. jurisdiction in order to create or perfect a security interest therein (other thanas requested by Lender, subject to the limitations set forth in the paragraph below, stock of a first-tier Foreign Subsidiary of any Borrower or Domestic Loan Party), and (ii) to deliver all such other documentation (including, without limitation, including certified organizational documents, resolutions, lien searches, title insurance policies, surveys, environmental reports and legal opinions, and amendments or joinders to subordination agreements and intercreditor agreements, as applicable) reasonably requested and to take all such other actions as required by Administrative Agent and consistent with the documents delivered by the Loan Parties on or prior to the Closing Date pursuant to Section 3.1(b)Lender. In addition, within 30 days after the date any Person becomes a Domestic Subsidiary of the Borrower Representative (or such later date as agreed to by the Administrative Agent), the Borrower Representative Borrowers shall, or shall cause the applicable Loan Party to (i) pledge all of the Capital Stock Equity Interests of such Domestic Subsidiary owned by a Loan Party to the Administrative Agent Lender as security for the Obligations by executing and delivering a supplement to the Guaranty and Security Agreement or a separate pledge agreement in form and substance reasonably satisfactory to the Administrative AgentLender, and (ii) deliver the original certificates evidencing such pledged Capital Stock (if any) Equity Interests to the Administrative Agent, Lender together with appropriate powers executed in blank; provided that in no event shall any Capital Stock of any non-wholly owned Domestic Subsidiary be pledged hereunder to the extent that the granting of a security interest in such Capital Stock is prohibited by the applicable joint-venture, shareholder, stock purchase or similar agreement. (b) In the event that, subsequent to after the Closing Date, any Person becomes a direct Foreign SubsidiarySubsidiary of any Loan Party, whether pursuant to formation, acquisition or otherwise, (xi) the Borrower Representative Borrowers shall promptly notify the Administrative Agent and the Lenders Lender thereof and (yii) to the extent such Foreign Subsidiary is owned directly by any Loan Party, within 60 days after such Person becomes a Foreign Subsidiary or, if the Administrative Agent determines in its sole discretion that the Borrowers are working in good faith, such longer period as the Administrative Agent shall permit in its sole discretion, the Borrowers shall, or shall cause the applicable Loan Party to (i) pledge 65% of the issued and outstanding voting Capital Stock Equity Interests of such Foreign Subsidiary and 100% of the issued and outstanding non-voting Capital Stock Equity Interests of such Foreign Subsidiary owned by such Loan Party Subsidiary, as applicable to the Administrative Agent Lender as security for the Obligations pursuant to a pledge agreement in form and substance reasonably satisfactory to the Administrative AgentLender, (ii) deliver the original certificates evidencing such pledged Capital Stock, if any, Equity Interests to the Administrative AgentLender, together with appropriate powers executed in blank and (iii) deliver all such other documentation (including, without limitation, including certified organizational documents, resolutions, lien searches and searches, legal opinions, and amendments or joinders to subordination agreements and intercreditor agreements, as applicable) and to take all such other actions as the Administrative Agent Lender may reasonably request provided, that Liens on the Capital Stock of (or other ownership interest in) a Foreign Subsidiary that are required to be pledged shall be documented under U.S. law if the cost of providing a local law pledge exceeds the benefit to Lenders, as determined by Administrative Agent in its reasonable discretion; provided further that in no event shall any Capital Stock of any non-wholly owned Foreign Subsidiary be pledged hereunder to the extent that the granting of a security interest in such Capital Stock is prohibited by the applicable joint-venture, shareholder, stock purchase or similar agreementrequest. (c) The Borrowers agree that, following the delivery of any Collateral Loan Documents required to be executed and delivered by this Section, the Administrative Agent Lender shall have a valid and enforceable, first priority perfected Lien (subject only to (x) Liens of Advantage under the Advantage Loan Documents and priority agreements related thereto in the Subordination Agreement (Advantage) and the Subordination Agreement (Tri-Party)) on the property Property required to be pledged pursuant to subsections subsection (a) and (b) of this Section 5.12 and (to the extent that such Lien can be perfected by execution, delivery and/or recording of the Collateral Documents or UCC financing statements, or possession of such Collateral), free and clear of all Liens other than z) Permitted Liens). All actions to be taken pursuant to this Section 5.12 shall be at the expense of the Borrowers or the applicable Loan Party, Party and shall be taken to the reasonable satisfaction of the Administrative AgentLender.

Additional Subsidiaries and Collateral. (a) In Within 75 days after the event thatend of the second Fiscal Quarter of each Fiscal Year of the Borrower (or, subsequent if the Administrative Agent determines in its sole discretion that the Borrower is working in good faith, such longer period as the Administrative Agent shall permit not to exceed 60 additional days), commencing with the Closing Date2016 Fiscal Year, the Borrower will (i) cause each Domestic Subsidiary that is a Material Subsidiary (excluding any Excluded Subsidiary, any Person becomes a wholly-owned Specified Subsidiary of Borrower Representative (including and any Subsidiary that is not wholly-owned solely as already a result of directors’ qualifying shares required by applicable law), whether pursuant to formation, acquisition or otherwise, Guarantor) (xa “Joining Guarantor”) the Borrower Representative shall promptly notify the Administrative Agent and the Lenders thereof and (y) within 30 days after such Person becomes a wholly-owned Subsidiary (or such later date as agreed to by the Administrative Agent), the Borrowers shall cause such Subsidiary (iA) to become a new Guarantor (unless such Subsidiary (1) is a Foreign Subsidiary and adverse tax consequences could reasonably be expected to result from making such Subsidiary a Guarantor, (2) is prohibited by law from becoming a Guarantor, (3) is a Subsidiary of a Foreign Subsidiary that is not required to be a Guarantor or (4) the primary assets of such Subsidiary are Capitol Stock or Indebtedness of a Foreign Subsidiary and adverse tax consequences could reasonably be expected to result from making such Subsidiary a Guarantor) and to grant Liens in favor of the Administrative Agent in all of its personal property subject to the Guaranty and Security Agreement by executing and delivering to the Administrative Agent a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, executing and delivering a Copyright Security Agreement, Patent Security Agreement and Trademark Security Agreement, as and to the extent applicable, and authorizing and delivering, at the request of the Administrative Agent, such UCC financing statements or similar instruments required by the Administrative Agent to perfect the Liens in favor of the Administrative Agent and granted under any of the Loan Documents, provided, that no Domestic Loan Party shall be required to take any action under the law of any non-U.S. jurisdiction in order to create or perfect a security interest in any assets of any Borrower or Loan Party which assets are either located outside of the United States or would require action under the law of any non-U.S. jurisdiction in order to create or perfect a security interest therein (other than, subject to the limitations set forth in the paragraph below, stock of a first-tier Foreign Subsidiary of any Borrower or Domestic Loan Party), and (iiB) to deliver all such other documentation (including, without limitation, certified organizational documents, resolutions, lien searchessearches and, title insurance policies, surveys, environmental reports and legal opinions) reasonably if requested by Administrative Agent and consistent with the documents delivered by the Loan Parties on or prior to the Closing Date pursuant to Section 3.1(b). In addition, within 30 days after the date any Person becomes a Domestic Subsidiary of the Borrower Representative (or such later date as agreed to by the Administrative Agent, legal opinions, provided, that legal opinions shall only be required for a Joining Guarantor having a fair market value in excess of $25,000,000) and to take all such other actions as such Joining Guarantor would have been required to deliver and take pursuant to Section 3.1 if such Joining Guarantor had been a Loan Party on the Closing Date, (C) to comply with Section 5.11, and (D) to deliver Real Estate Documents with respect to owned Material Real Estate and Collateral Access Agreements with respect to leased Real Estate (to the extent the landlord of any such leased Real Estate is a PropCo Landlord or a landlord under a Material Master Lease), in each case, of the Borrower Representative shalltype required under Section 5.13, (ii) pledge, or shall cause the applicable Loan Party to (i) pledge pledge, all of the Capital Stock of such Domestic Subsidiary owned by a Loan Party Joining Guarantor to the Administrative Agent as security for the Obligations by executing and delivering a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, and (iiiii) deliver the original certificates (if any and to the extent not prohibited under applicable law) evidencing such pledged Capital Stock (if any) to the Administrative Agent, together with appropriate powers executed in blank; provided that in no event shall any Capital Stock of any non-wholly owned Domestic Subsidiary be pledged hereunder to the extent that the granting of a security interest in such Capital Stock is prohibited by the applicable joint-venture, shareholder, stock purchase or similar agreement. (b) In Within 75 days after the event that, subsequent to end of the Closing Date, any Person becomes a Foreign Subsidiary, whether pursuant to formation, acquisition or otherwise, (x) second Fiscal Quarter of each Fiscal Year of the Borrower Representative shall promptly notify the Administrative Agent and the Lenders thereof and (y) to the extent such Foreign Subsidiary is owned directly by any Loan Party, within 60 days after such Person becomes a Foreign Subsidiary or, if the Administrative Agent determines in its sole discretion that the Borrowers are Borrower is working in good faith, such longer period as the Administrative Agent shall permit in its sole discretionnot to exceed 60 additional days), commencing with the 2016 Fiscal Year, the Borrowers shall, or Borrower shall cause the applicable Loan Parties to pledge all of the Capital Stock of each Foreign Subsidiary and each Pass-Through Foreign Holdco that is a Material Subsidiary (excluding any Excluded Subsidiaries) to the extent such Capital Stock is owned directly by a Loan Party to (i) the Administrative Agent as security for the Obligations pursuant to the Guaranty and Security Agreement; provided that, in the case of any such Foreign Subsidiary that is a CFC and any such Pass-Through Foreign Holdco, such pledge shall be limited to 65% of the issued and outstanding voting Capital Stock and 100% of the issued and outstanding non-voting Capital Stock of such Foreign Subsidiary owned by or such Loan Party to the Administrative Agent Pass-Through Foreign Holdco, as security for the Obligations pursuant to a pledge agreement in form and substance reasonably satisfactory to the Administrative Agentapplicable, (ii) deliver the original certificates (if any and to the extent not prohibited under applicable law) evidencing such pledged Capital Stock, if any, Stock to the Administrative Agent, together with appropriate powers executed in blank and (iii) deliver all such other documentation (including, without limitation, certified organizational documents, resolutions, lien searches and and, if requested by the Administrative Agent, legal opinions) and to take all such other actions as the Administrative Agent may reasonably request provided, that Liens on the Capital Stock of (or other ownership interest in) a Foreign Subsidiary that are required to be pledged shall be documented under U.S. law if the cost of providing a local law pledge exceeds the benefit to Lenders, as determined by Administrative Agent in its reasonable discretion; provided further that in no event shall any Capital Stock of any non-wholly owned Foreign Subsidiary be pledged hereunder to the extent that the granting of a security interest in such Capital Stock is prohibited by the applicable joint-venture, shareholder, stock purchase or similar agreementrequest. (c) If (i) the Leverage Ratio for the four consecutive Fiscal Quarter period ending on the last day of any Fiscal Quarter, commencing with the Fiscal Quarter ending on or about December 31, 2016, is greater than 1.50:1.00 and (ii) as of the last day of such Fiscal Quarter either (x) the aggregate assets of all Subsidiaries of the Borrower (other than Excluded Subsidiaries and Specified Subsidiaries) that are not Subsidiary Loan Parties as of such date are in excess of 20.0% of the total assets of the Borrower and its Subsidiaries determined on a consolidated basis as of such date or (y) the aggregate revenues of all Subsidiaries of the Borrower (other than Excluded Subsidiaries and Specified Subsidiaries) that are not Subsidiary Loan Parties as of such date are in excess of 10.0% of the total revenues of the Borrower and its Subsidiaries on a consolidated basis as of such date (such percentages in clauses (x) and (y), the “Threshold Amounts”), then within 75 days after the end of such Fiscal Quarter (or with respect to the fourth Fiscal Quarter of each Fiscal Year, then within 120 days after the end of such Fiscal Quarter), the Borrower shall cause one or more of such Domestic Subsidiaries that is at such time not a Subsidiary Loan Party to become an additional Subsidiary Loan Party to the extent necessary to cause the aggregate assets and the aggregate revenue of all Subsidiaries of the Borrower that are not Subsidiary Loan Parties at such time (other than Excluded Subsidiaries and Specified Subsidiaries) to be no greater than the Threshold Amounts, by executing and delivering the documents and taking the actions described in subsection (a) above as if such Domestic Subsidiaries were Joining Guarantors. (d) The Borrowers agree Borrower agrees that, following the delivery of any Collateral Documents required to be executed and delivered by this Section, the Administrative Agent shall have a valid and enforceable, first priority perfected Lien on the property required to be pledged pursuant to subsections (a), (b) and (bc) of this Section (to the extent that such Lien can be perfected by execution, delivery and/or recording of the Collateral Documents or UCC financing statements, or possession of such Collateral), free and clear of all Liens other than Permitted LiensLiens expressly permitted by Section 7.2. All actions to be taken pursuant to this Section shall be at the expense of the Borrowers Borrower or the applicable Loan Party, and shall be taken to the reasonable satisfaction of the Administrative Agent.

Additional Subsidiaries and Collateral. (a) In Within 75 days after the event thatend of the second Fiscal Quarter of each Fiscal Year of the Borrower (or, subsequent if the Administrative Agent determines in its sole discretion that the Borrower is working in good faith, such longer period as the Administrative Agent shall permit not to exceed 60 additional days), commencing with the Closing Date2017 Fiscal Year, the Borrower will (i) cause each Domestic Subsidiary that is a Material Subsidiary (excluding any Excluded Subsidiary, any Person becomes a wholly-owned Specified Subsidiary of Borrower Representative (including and any Subsidiary that is not wholly-owned solely as already a result of directors’ qualifying shares required by applicable law), whether pursuant to formation, acquisition or otherwise, Guarantor) (xa “Joining Guarantor”) the Borrower Representative shall promptly notify the Administrative Agent and the Lenders thereof and (y) within 30 days after such Person becomes a wholly-owned Subsidiary (or such later date as agreed to by the Administrative Agent), the Borrowers shall cause such Subsidiary (iA) to become a new Guarantor (unless such Subsidiary (1) is a Foreign Subsidiary and adverse tax consequences could reasonably be expected to result from making such Subsidiary a Guarantor, (2) is prohibited by law from becoming a Guarantor, (3) is a Subsidiary of a Foreign Subsidiary that is not required to be a Guarantor or (4) the primary assets of such Subsidiary are Capitol Stock or Indebtedness of a Foreign Subsidiary and adverse tax consequences could reasonably be expected to result from making such Subsidiary a Guarantor) and to grant Liens in favor of the Administrative Agent in all of its personal property subject to the Guaranty and Security Agreement by executing and delivering to the Administrative Agent a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, executing and delivering a Copyright Security Agreement, Patent Security Agreement and Trademark Security Agreement, as and to the extent applicable, and authorizing and delivering, at the request of the Administrative Agent, such UCC financing statements or similar instruments required by the Administrative Agent to perfect the Liens in favor of the Administrative Agent and granted under any of the Loan Documents, provided, that no Domestic Loan Party shall be required to take any action under the law of any non-U.S. jurisdiction in order to create or perfect a security interest in any assets of any Borrower or Loan Party which assets are either located outside of the United States or would require action under the law of any non-U.S. jurisdiction in order to create or perfect a security interest therein (other than, subject to the limitations set forth in the paragraph below, stock of a first-tier Foreign Subsidiary of any Borrower or Domestic Loan Party), and (iiB) to deliver all such other documentation (including, without limitation, certified organizational documents, resolutions, lien searchessearches and, title insurance policies, surveys, environmental reports and legal opinions) reasonably if requested by Administrative Agent and consistent with the documents delivered by the Loan Parties on or prior to the Closing Date pursuant to Section 3.1(b). In addition, within 30 days after the date any Person becomes a Domestic Subsidiary of the Borrower Representative (or such later date as agreed to by the Administrative Agent, legal opinions, provided, that legal opinions shall only be required for a Joining Guarantor having a fair market value in excess of $25,000,000) and to take all such other actions as such Joining Guarantor would have been required to deliver and take pursuant to Section 3.1 if such Joining Guarantor had been a Loan Party on the Closing Date, (C) to comply with US-DOCS\51545218.9 Section 5.11, and (D) to deliver Real Estate Documents with respect to owned Material Real Estate and Collateral Access Agreements with respect to leased Real Estate (to the extent the landlord of any such leased Real Estate is a PropCo Landlord or a landlord under a Material Master Lease), in each case, of the Borrower Representative shalltype required under Section 5.13, (ii) pledge, or shall cause the applicable Loan Party to (i) pledge pledge, all of the Capital Stock of such Domestic Subsidiary owned by a Loan Party Joining Guarantor to the Administrative Agent as security for the Obligations by executing and delivering a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, and (iiiii) deliver the original certificates (if any and to the extent not prohibited under applicable law) evidencing such pledged Capital Stock (if any) to the Administrative Agent, together with appropriate powers executed in blank; provided that in no event shall any Capital Stock of any non-wholly owned Domestic Subsidiary be pledged hereunder to the extent that the granting of a security interest in such Capital Stock is prohibited by the applicable joint-venture, shareholder, stock purchase or similar agreement. (b) In Within 75 days after the event that, subsequent to end of the Closing Date, any Person becomes a Foreign Subsidiary, whether pursuant to formation, acquisition or otherwise, (x) second Fiscal Quarter of each Fiscal Year of the Borrower Representative shall promptly notify the Administrative Agent and the Lenders thereof and (y) to the extent such Foreign Subsidiary is owned directly by any Loan Party, within 60 days after such Person becomes a Foreign Subsidiary or, if the Administrative Agent determines in its sole discretion that the Borrowers are Borrower is working in good faith, such longer period as the Administrative Agent shall permit in its sole discretionnot to exceed 60 additional days), commencing with the 2017 Fiscal Year, the Borrowers shall, or Borrower shall (i) cause the applicable Loan Parties to pledge all of the Capital Stock of each Foreign Subsidiary and each Pass-Through Foreign Holdco that is a Material Subsidiary (excluding any Excluded Subsidiaries) to the extent such Capital Stock is owned directly by a Loan Party to (i) the Administrative Agent as security for the Obligations pursuant to the Guaranty and Security Agreement; provided that, in the case of any such Foreign Subsidiary that is a CFC and any such Pass-Through Foreign Holdco, such pledge shall be limited to 65% of the issued and outstanding voting Capital Stock and 100% of the issued and outstanding non-voting Capital Stock of such Foreign Subsidiary owned by or such Loan Party to the Administrative Agent Pass-Through Foreign Holdco, as security for the Obligations pursuant to a pledge agreement in form and substance reasonably satisfactory to the Administrative Agentapplicable, (ii) deliver the original certificates (if any and to the extent not prohibited under applicable law) evidencing such pledged Capital Stock, if any, Stock to the Administrative Agent, together with appropriate powers executed in blank and (iii) deliver all such other documentation (including, without limitation, certified organizational documents, resolutions, lien searches and and, if requested by the Administrative Agent, legal opinions) and to take all such other actions as the Administrative Agent may reasonably request provided, that Liens on the Capital Stock of (or other ownership interest in) a Foreign Subsidiary that are required to be pledged shall be documented under U.S. law if the cost of providing a local law pledge exceeds the benefit to Lenders, as determined by Administrative Agent in its reasonable discretion; provided further that in no event shall any Capital Stock of any non-wholly owned Foreign Subsidiary be pledged hereunder to the extent that the granting of a security interest in such Capital Stock is prohibited by the applicable joint-venture, shareholder, stock purchase or similar agreementrequest. (c) If (i) the Leverage Ratio for the four consecutive Fiscal Quarter period ending on the end of any Fiscal Quarter, commencing with the Fiscal Quarter ending on or about December 31, 2016, is greater than 1.50:1.00 and (ii) as of the end of such Fiscal Quarter either (x) the aggregate assets of all Subsidiaries of the Borrower (other than Excluded Subsidiaries and Specified Subsidiaries) that are not Subsidiary Loan Parties as of such date are in excess of 20.0% of the total assets of the Borrower and its Subsidiaries determined on a consolidated basis as of such date or (y) the aggregate revenues of all Subsidiaries of the Borrower (other than Excluded Subsidiaries and Specified Subsidiaries) that are not Subsidiary Loan Parties as of such date are in excess of 10.0% of the total revenues of the Borrower and its Subsidiaries on a consolidated basis as of such date (such percentages in clauses (x) and (y), the “Threshold Amounts”), then within 75 days after the end of such Fiscal Quarter (or with respect to the fourth Fiscal Quarter of each Fiscal Year, then within 120 days after the end of such Fiscal Quarter), the Borrower shall cause one or more of such Domestic Subsidiaries that is at such time not a Subsidiary Loan Party to become an additional Subsidiary Loan Party to the extent necessary to cause the aggregate assets and the aggregate revenue of all Subsidiaries of the Borrower that are not Subsidiary Loan Parties at such time (other than Excluded Subsidiaries and Specified Subsidiaries) to be no greater than the Threshold Amounts, by executing and delivering the documents and taking the actions described in subsection (a) above as if such Domestic Subsidiaries were Joining Guarantors. (d) The Borrowers agree Borrower agrees that, following the delivery of any Collateral Documents required to be executed and delivered by this Section, the Administrative Agent shall have a valid and enforceable, first priority perfected Lien on the property required to be pledged pursuant to subsections (a), (b) and (bc) of this Section (to the extent that such Lien can be perfected by execution, delivery and/or recording of the US-DOCS\51545218.9 Collateral Documents or UCC financing statements, or possession of such Collateral), free and clear of all Liens other than Permitted LiensLiens expressly permitted by Section 7.2. All actions to be taken pursuant to this Section shall be at the expense of the Borrowers Borrower or the applicable Loan Party, and shall be taken to the reasonable satisfaction of the Administrative Agent.

Additional Subsidiaries and Collateral. (a) In the event that, subsequent to the Closing Date, any Person (including the PBM Strategic Joint Venture, but specifically excluding any Specified Strategic Joint Venture) becomes a wholly-owned Subsidiary of Borrower Representative (including any Subsidiary that is not wholly-owned solely as a result of directors’ qualifying shares required by applicable law)Domestic Subsidiary, whether pursuant to formation, acquisition or otherwise, (x) the Borrower Representative shall promptly notify the Administrative Agent and the Lenders thereof and (y) within 30 days (or such longer period as the Administrative Agent shall agree in writing) after such Person becomes a wholly-owned Subsidiary (or such later date as agreed to by the Administrative Agent)Domestic Subsidiary, the Borrowers Borrower shall cause such Domestic Subsidiary (i) to become a new Guarantor (unless such Subsidiary (1) is a Foreign Subsidiary and adverse tax consequences could reasonably be expected to result from making such Subsidiary a Guarantor, (2) is prohibited by law from becoming a Guarantor, (3) is a Subsidiary of a Foreign Subsidiary that is not required to be a Guarantor or (4) the primary assets of such Subsidiary are Capitol Stock or Indebtedness of a Foreign Subsidiary and adverse tax consequences could reasonably be expected to result from making such Subsidiary a Guarantor) and to grant Liens in favor of the Administrative Agent in all of its personal property that is not Excluded Property by executing and delivering to the Administrative Agent a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, executing and delivering a Copyright Security Agreement, Patent Security Agreement and Trademark Security Agreement, as applicable, and authorizing and delivering, at the request of the Administrative Agent, such UCC financing statements or similar instruments required by the Administrative Agent to perfect the Liens in favor of the Administrative Agent and granted under any of the Loan Documents, provided, that no Domestic Loan Party shall be required (ii) to take any action under the law of any non-U.S. jurisdiction grant Liens in order to create or perfect a security interest in any assets of any Borrower or Loan Party which assets are either located outside favor of the United States or would require action under Administrative Agent in all fee ownership interests in Real Estate having a fair market value in excess of $5,000,000 as of the law of any non-U.S. jurisdiction in order to create or perfect date such Person becomes a security interest therein (other than, subject Domestic Subsidiary by executing and delivering to the limitations set forth in Administrative Agent such Real Estate Documents as the paragraph below, stock of a first-tier Foreign Subsidiary of any Borrower or Domestic Loan Party)Administrative Agent shall require, and (iiiii) to deliver all such other customary and reasonable documentation (including, without limitation, certified organizational documents, resolutions, lien searches, title insurance policies, surveys, environmental reports and legal opinions) reasonably requested by Administrative Agent and consistent with the documents delivered by the to take all such other actions as such Subsidiary would have been required to deliver and take pursuant to Section 3.1 if such Subsidiary had been a Loan Parties Party on or prior to the Closing Date or that such Subsidiary would be required to deliver pursuant to Section 3.1(b)5.13 with respect to any Real Estate. In addition, within 30 days (or such longer period as the Administrative Agent shall permit in writing in its sole discretion) after the date any Person becomes a Domestic Subsidiary of the Borrower Representative (or such later date as agreed to by the Administrative Agent)Subsidiary, the Borrower Representative shall, or shall cause the applicable Loan Party to (i) pledge all of the Capital Stock of such Domestic Subsidiary owned by a Loan Party to the Administrative Agent as security for the Obligations by executing and delivering a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, and (ii) deliver the original certificates evidencing such pledged Capital Stock (if anyto the extent that such Capital Stock is certificated) to the Administrative Agent, together with appropriate powers executed in blank; provided that , in no event shall each case, other than any Capital Stock of any non-wholly owned Domestic Subsidiary be pledged hereunder to the extent that the granting of a security interest in such Capital Stock is prohibited by the applicable joint-venture, shareholder, stock purchase or similar agreementthat constitutes Excluded Property. (b) In the event that, subsequent to the Closing Date, any Person becomes a Foreign Subsidiary, whether pursuant to formation, acquisition or otherwise, (xi) the Borrower Representative shall promptly notify the Administrative Agent and the Lenders thereof and (yii) to the extent such Foreign Subsidiary is owned directly by any Loan Party, within 60 days after such Person becomes a Foreign Subsidiary or, if the Administrative Agent determines in its sole discretion that the Borrowers are working in good faith, (or such longer period as the Administrative Agent shall permit agree in its sole discretionwriting), the Borrowers Borrower shall, or shall cause the applicable Loan Party to to, (iA) pledge not more than 65% of the issued and outstanding voting Capital Stock and 100% of the issued and outstanding non-voting Capital Stock of such Foreign Subsidiary owned by such Loan Party to the Administrative Agent as security for the Obligations pursuant to a pledge agreement in form and substance reasonably satisfactory to the Administrative Agent, (iiB) deliver the original certificates evidencing such pledged Capital Stock, if any, Stock (to the extent that such Capital Stock or portion thereof is certificated) to the Administrative Agent, together with appropriate powers executed in blank and (iiiC) deliver all such other customary and reasonable documentation (including, without limitation, certified organizational documents, resolutions, lien searches and legal opinions) and to take all such other actions as the Administrative Agent may reasonably request provided, that Liens on the Capital Stock of (or other ownership interest in) a Foreign Subsidiary that are required to be pledged shall be documented under U.S. law if the cost of providing a local law pledge exceeds the benefit to Lenders, as determined by Administrative Agent in its reasonable discretion; provided further that in no event shall any Capital Stock of any non-wholly owned Foreign Subsidiary be pledged hereunder to the extent that the granting of a security interest in such Capital Stock is prohibited by the applicable joint-venture, shareholder, stock purchase or similar agreementrequest. (c) The Borrowers agree Borrower agrees that, following the delivery of any Collateral Documents required to be executed and delivered by this Section, the Administrative Agent shall have a valid and enforceable, first priority perfected Lien on the property required to be pledged pursuant to subsections (a) and (b) of this Section (to the extent that such Lien can be perfected by execution, delivery and/or recording of the Collateral Documents or by filing UCC financing statements, or by taking actual possession of such Collateral), free and clear of all Liens other than Permitted LiensLiens expressly permitted by Section 7.2. All actions to be taken pursuant to this Section shall be at the expense of the Borrowers Borrower or the applicable Loan Party, and shall be taken to the reasonable satisfaction of the Administrative Agent.

Additional Subsidiaries and Collateral. (a) In the event that, subsequent to the Closing Date, any Person becomes a wholly-owned Subsidiary of the Borrower Representative (including any Subsidiary that is not wholly-owned solely as a result of directors’ qualifying shares required by applicable law), whether pursuant to formation, acquisition or otherwise, (x) the Borrower Representative shall promptly notify the Administrative Agent and the Lenders thereof and (y) within 30 thirty (30) days after such Person becomes a wholly-owned Subsidiary (or such later date as agreed to by the Administrative Agent), the Borrowers Borrower shall cause such Subsidiary (i) to become a new Guarantor (unless such Subsidiary (1) is a Foreign Subsidiary and adverse tax consequences could reasonably be expected to result from making such Subsidiary a Guarantor, (2) is prohibited by law from becoming a Guarantor, (3) is a Subsidiary of a Foreign Subsidiary that is not required to be a Guarantor or (4) the primary assets of such Subsidiary are Capitol Capital Stock or Indebtedness of a Foreign Subsidiary and adverse tax consequences could reasonably be expected to result from making such Subsidiary a Guarantor) and to grant Liens in favor of the Administrative Agent in all of its personal property by executing and delivering to the Administrative Agent a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, executing and delivering a Copyright Security Agreement, Patent Security Agreement and Trademark Security Agreement, as applicable, and authorizing and delivering, at the request of the Administrative Agent, such UCC financing statements or similar instruments required by the Administrative Agent to perfect the Liens in favor of the Administrative Agent and granted under any of the Loan Documents, ; provided, that no Domestic Loan Party shall be required to take any action under the law of any non-U.S. jurisdiction in order to create or perfect a security interest in any assets of any the Borrower or Loan Party which assets are either located outside of the United States or would require action under the law of any non-U.S. jurisdiction in order to create or perfect a security interest therein (other than, subject to the limitations set forth in the paragraph below, stock of a first-tier Foreign Subsidiary of any Borrower or Domestic Loan Party), and (ii) to deliver all such other documentation (including, without limitation, certified organizational documents, resolutions, lien searches, title insurance policies, surveys, environmental reports searches and legal opinions) reasonably requested by Administrative Agent and consistent with the documents delivered by the Loan Parties on or prior to the Closing Date pursuant to Section 3.1(b4.01(a)(iii). In addition, within 30 thirty (30) days after the date any Person becomes a Domestic Subsidiary of the Borrower Representative (or such later date as agreed to by the Administrative Agent), the Borrower Representative shall, or shall cause the applicable Loan Party to (i) pledge all of the Capital Stock of such Domestic Subsidiary owned by a Loan Party to the Administrative Agent as security for the Obligations by executing and delivering a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, and (ii) deliver the original certificates evidencing such pledged Capital Stock (if any) to the Administrative Agent, together with appropriate powers executed in blank; provided that in no event shall any Capital Stock of any non-wholly owned Domestic Subsidiary be pledged hereunder to the extent that the granting of a security interest in such Capital Stock is prohibited by the applicable joint-venture, shareholder, stock purchase or similar agreement. (b) In the event that, subsequent to the Closing Date, any Person becomes a Foreign Subsidiary, whether pursuant to formation, acquisition or otherwise, (x) the Borrower Representative shall promptly notify the Administrative Agent and the Lenders thereof and (y) to the extent such Foreign Subsidiary is owned directly by any Loan Party, within 60 days after such Person becomes a Foreign Subsidiary or, if the Administrative Agent determines in its sole discretion that the Borrowers are working in good faith, such longer period as the Administrative Agent shall permit in its sole discretion, the Borrowers Borrower shall, or shall cause the applicable Loan Party to (i) pledge 65% of the issued and outstanding voting Capital Stock and 100% of the issued and outstanding non-voting Capital Stock of such Foreign Subsidiary owned by such Loan Party to the Administrative Agent as security for the Obligations pursuant to a pledge agreement in form and substance reasonably satisfactory to the Administrative Agent, (ii) deliver the original certificates evidencing such pledged Capital Stock, if any, to the Administrative Agent, together with appropriate powers executed in blank and (iii) deliver all such other documentation (including, without limitation, certified organizational documents, resolutions, lien searches and legal opinions) and to take all such other actions as the Administrative Agent may reasonably request provided, that Liens on the Capital Stock of (or other ownership interest in) a Foreign Subsidiary that are required to be pledged shall be documented under U.S. law if the cost of providing a local law pledge exceeds the benefit to Lenderslaw; provided, as determined by Administrative Agent in its reasonable discretion; provided further that in no event shall any Capital Stock of any non-wholly owned Foreign Subsidiary be pledged hereunder to the extent that the granting of a security interest in such Capital Stock is prohibited by the applicable joint-venture, shareholder, stock purchase or similar agreement. (c) The Borrowers agree Borrower agrees that, following the delivery of any Collateral Documents required to be executed and delivered by this Section, the Administrative Agent shall have a valid and enforceable, first priority perfected Lien on the property required to be pledged pursuant to subsections (a) and (b) of this Section (to the extent that such Lien can be perfected by execution, delivery and/or recording of the Collateral Documents or UCC financing statements, or possession of such Collateral), free and clear of all Liens other than Permitted Liens. All actions to be taken pursuant to this Section shall be at the expense of the Borrowers Borrower or the applicable Loan Party, and shall be taken to the reasonable satisfaction of the Administrative Agent.

Additional Subsidiaries and Collateral. (a) In the event that, subsequent to the Closing Date, any Person becomes a wholly-owned Domestic Subsidiary of Borrower Representative that is a Material Subsidiary (including excluding any Excluded Subsidiary, any Specified Subsidiary and any Subsidiary that is not wholly-owned solely as already a result of directors’ qualifying shares required by applicable lawGuarantor) (a “Joining Guarantor”), whether pursuant to formation, acquisition or otherwise, otherwise (including if any Domestic Subsidiary ceases to qualify as an Immaterial Subsidiary or is the subject of an Excluded Subsidiary Revocation) (x) the Borrower Representative shall promptly notify the Administrative Agent and the Lenders thereof and of any Material Real Estate owned by such Joining Guarantor and (y) within 30 60 days (or such longer period as may be agreed to by the Administrative Agent in its sole discretion) after such Person becomes a wholly-owned Subsidiary (or such later date as agreed to by the Administrative Agent)Joining Guarantor, the Borrowers Borrower shall cause such Subsidiary Joining Guarantor (iA) to become a new Guarantor (unless such Subsidiary (1) is a Foreign Subsidiary and adverse tax consequences could reasonably be expected to result from making such Subsidiary a Guarantor, (2) is prohibited by law from becoming a Guarantor, (3) is a Subsidiary of a Foreign Subsidiary that is not required to be a Guarantor or (4) the primary assets of such Subsidiary are Capitol Stock or Indebtedness of a Foreign Subsidiary and adverse tax consequences could reasonably be expected to result from making such Subsidiary a Guarantor) and to grant Liens in favor of the Administrative Agent in all of its personal property subject to the Guaranty and Security Agreement by executing and delivering to the Administrative Agent a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, executing and delivering a Copyright Security Agreement, Patent Security Agreement and Trademark Security Agreement, as and to the extent applicable, and authorizing and delivering, at the request of the Administrative Agent, such UCC financing statements or similar instruments required by the Administrative Agent to perfect the Liens in favor of the Administrative Agent and granted under any of the Loan Documents, provided, that no Domestic Loan Party shall be required to take any action under the law of any non-U.S. jurisdiction in order to create or perfect a security interest in any assets of any Borrower or Loan Party which assets are either located outside of the United States or would require action under the law of any non-U.S. jurisdiction in order to create or perfect a security interest therein (other than, subject to the limitations set forth in the paragraph below, stock of a first-tier Foreign Subsidiary of any Borrower or Domestic Loan Party), and (iiB) to deliver all such other documentation (including, without limitation, certified organizational documents, resolutions, lien searchessearches and, title insurance policies, surveys, environmental reports and legal opinions) reasonably if requested by Administrative Agent and consistent with the documents delivered by the Loan Parties on or prior to the Closing Date pursuant to Section 3.1(b). In addition, within 30 days after the date any Person becomes a Domestic Subsidiary of the Borrower Representative (or such later date as agreed to by the Administrative Agent, legal opinions, provided, that legal opinions shall only be required for a Joining Guarantor having a fair market value in excess of $25,000,000) and to take all such other actions as such Joining Guarantor would have been required to deliver and take pursuant to Section 3.1 if such Joining Guarantor had been a Loan Party on the Closing Date, (C) to comply with Section 5.11, and (D) to deliver Collateral Access Agreements with respect to leased Real Estate (to the extent the landlord of any such leased Real Estate is a PropCo Landlord, an Ensign Landlord or a landlord under a Material Master Lease), in each case, of the Borrower Representative shalltype required under Section 5.13, (ii) pledge, or shall cause the applicable Loan Party to (i) pledge pledge, all of the Capital Stock of such Domestic Subsidiary owned by a Loan Party Joining Guarantor to the Administrative Agent as security for the Obligations by executing and delivering a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, and (iiiii) deliver the original certificates (if any and to the extent not prohibited under applicable law) evidencing such pledged Capital Stock (if any) to the Administrative Agent, together with appropriate powers executed in blank. In addition, subject to Section 5.13(b), if a Mortgage Trigger Event has occurred prior to such Joining Guarantor becoming a Loan Party, within 60 days (or such longer period as may be agreed to by the Administrative Agent in its sole discretion) after such Joining Guarantor becomes a Loan Party, the Borrower shall cause such Joining Guarantor to execute and deliver to the Administrative Agent, with respect to all Material Real Estate owned by such Loan Party, such Real Estate Documents as the Administrative Agent shall require; provided that no owned Real Estate shall be taken as Collateral unless (i) the Administrative Agent and all Lenders have received at least 45 days advance written notice (which may be provided via email or via posting on any datasite to which the Lenders have access) thereof and (ii) each Lender has notified the Administrative Agent in no event shall any Capital Stock of any non-wholly owned Domestic Subsidiary writing (which notice may be pledged hereunder to the extent provided via email) that the granting of a security interest in such Capital Stock is prohibited by the applicable joint-venture, shareholder, stock purchase or similar agreementLender has completed its flood insurance due diligence and compliance procedures. (b) In the event that, subsequent to the Closing Date, any Person becomes a Foreign Subsidiary or a Subsidiary that is a Pass-Through Foreign Holdco (in each case, other any Excluded Subsidiary or Immaterial Subsidiary) that is directly owned by a Loan Party, whether pursuant to formation, acquisition or otherwise, (x) the Borrower Representative shall promptly notify the Administrative Agent and the Lenders thereof and (y) to the extent such Foreign Subsidiary is owned directly by any Loan Party, within 60 days (or such longer period as may be agreed to by the Administrative Agent in its sole discretion) after such Person becomes a Foreign Subsidiary oror a Pass-Through Foreign Holdco, if the Administrative Agent determines in its sole discretion that the Borrowers are working in good faith, such longer period as the Administrative Agent shall permit in its sole discretionapplicable, the Borrowers Borrower shall, or shall cause the applicable Loan Party Parties to (i) pledge all of the Capital Stock of such Foreign Subsidiary or such Pass-Through Foreign Holdco to the Administrative Agent as security for the Obligations pursuant to the Guaranty and Security Agreement; provided that, in the case of any such Foreign Subsidiary that is a CFC and any such Pass-Through Foreign Holdco, such pledge shall be limited to 65% of the issued and outstanding voting Capital Stock and 100% of the issued and outstanding non-voting Capital Stock of such Foreign Subsidiary owned by or such Loan Party to the Administrative Agent Pass-Through Foreign Holdco, as security for the Obligations pursuant to a pledge agreement in form and substance reasonably satisfactory to the Administrative Agentapplicable, (ii) deliver the original certificates (if any and to the extent not prohibited under applicable law) evidencing such pledged Capital Stock, if any, Stock to the Administrative Agent, together with appropriate powers executed in blank and (iii) deliver all such other documentation (including, without limitation, certified organizational documents, resolutions, lien searches and and, if requested by the Administrative Agent, legal opinions) and to take all such other actions as the Administrative Agent may reasonably request provided, that Liens on the Capital Stock of (or other ownership interest in) a Foreign Subsidiary that are required to be pledged shall be documented under U.S. law if the cost of providing a local law pledge exceeds the benefit to Lenders, as determined by Administrative Agent in its reasonable discretion; provided further that in no event shall any Capital Stock of any non-wholly owned Foreign Subsidiary be pledged hereunder to the extent that the granting of a security interest in such Capital Stock is prohibited by the applicable joint-venture, shareholder, stock purchase or similar agreementrequest. (c) The Borrowers agree Borrower agrees that, following the delivery of any Collateral Documents required to be executed and delivered by this Section, the Administrative Agent shall have a valid and enforceable, first priority perfected Lien on the property required to be pledged pursuant to subsections (a) and or (b) of this Section (to the extent that such Lien can be perfected by execution, delivery and/or recording of the Collateral Documents or UCC financing statements, or possession of such Collateral), free and clear of all Liens other than Permitted Liens. All actions to be taken pursuant to this Section shall be at the expense of the Borrowers or the applicable Loan Party, and shall be taken to the reasonable satisfaction of the Administrative Agent.and/or

Additional Subsidiaries and Collateral. 1Subsidiaries. If (ai) In any Subsidiary (other than an Excluded Subsidiary) is formed or acquired after the event that, subsequent Closing Date or (ii) any Subsidiary ceases to be an Excluded Subsidiary pursuant to the Closing Datedefinition thereof, any Person becomes a whollywithin forty-owned Subsidiary of Borrower Representative five (including any Subsidiary that is not wholly-owned solely as a result of directors’ qualifying shares required by applicable law), whether pursuant to formation, acquisition or otherwise, (x45) the Borrower Representative shall promptly notify the Administrative Agent and the Lenders thereof and (y) within 30 calendar days after such Person becomes a wholly-owned Subsidiary is formed or acquired or ceases to be an Excluded Subsidiary (or such later date as agreed to by the Administrative Agent), the Borrowers shall cause such Subsidiary (i) to become a new Guarantor (unless such Subsidiary (1) is a Foreign Subsidiary and adverse tax consequences could reasonably be expected to result from making such Subsidiary a Guarantor, (2) is prohibited by law from becoming a Guarantor, (3) is a Subsidiary of a Foreign Subsidiary that is not required to be a Guarantor or (4) the primary assets of such Subsidiary are Capitol Stock or Indebtedness of a Foreign Subsidiary and adverse tax consequences could reasonably be expected to result from making such Subsidiary a Guarantor) and to grant Liens in favor of the Administrative Agent in all of its personal property by executing and delivering to the Administrative Agent a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, executing and delivering a Copyright Security Agreement, Patent Security Agreement and Trademark Security Agreement, as applicable, and authorizing and delivering, at the request of the Administrative Agent, such UCC financing statements or similar instruments required by the Administrative Agent to perfect the Liens in favor of the Administrative Agent and granted under any of the Loan Documents, provided, that no Domestic Loan Party shall be required to take any action under the law of any non-U.S. jurisdiction in order to create or perfect a security interest in any assets of any Borrower or Loan Party which assets are either located outside of the United States or would require action under the law of any non-U.S. jurisdiction in order to create or perfect a security interest therein (other than, subject to the limitations set forth in the paragraph below, stock of a first-tier Foreign Subsidiary of any Borrower or Domestic Loan Party), and (ii) to deliver all such other documentation (including, without limitation, certified organizational documents, resolutions, lien searches, title insurance policies, surveys, environmental reports and legal opinions) reasonably requested by Administrative Agent and consistent with the documents delivered by the Loan Parties on or prior to the Closing Date pursuant to Section 3.1(b). In addition, within 30 days after the date any Person becomes a Domestic Subsidiary of the Borrower Representative (or such later date as agreed to by the Administrative Agent), the Borrower Representative shall, or shall cause the applicable Loan Party to (i) pledge all of the Capital Stock of such Domestic Subsidiary owned by a Loan Party to the Administrative Agent as security for the Obligations by executing and delivering a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, and (ii) deliver the original certificates evidencing such pledged Capital Stock (if any) to the Administrative Agent, together with appropriate powers executed in blank; provided that in no event shall any Capital Stock of any non-wholly owned Domestic Subsidiary be pledged hereunder to the extent that the granting of a security interest in such Capital Stock is prohibited by the applicable joint-venture, shareholder, stock purchase or similar agreement. (b) In the event that, subsequent to the Closing Date, any Person becomes a Foreign Subsidiary, whether pursuant to formation, acquisition or otherwise, (x) the Borrower Representative shall promptly notify the Administrative Agent and the Lenders thereof and (y) to the extent such Foreign Subsidiary is owned directly by any Loan Party, within 60 days after such Person becomes a Foreign Subsidiary or, if the Administrative Agent determines in its sole discretion that the Borrowers are working in good faith, such longer period as the Administrative Agent shall permit may agree in its sole sole, reasonable discretion), the Borrowers shall, or Borrower Representative shall cause the applicable Loan Party to (i) pledge 65% unless such Subsidiary becomes a Borrower pursuant to Section 5.17, cause such Subsidiary to duly execute and deliver a joinder agreement to become a guarantor of the issued Obligations under, and outstanding voting Capital Stock subject to the terms and 100% conditions of, the Guaranty and Collateral Agreement (or, in the case of a Person required to or that elects to become a Borrower, a Joinder Agreement) together with all schedules and information thereto appropriately completed with respect to such Subsidiary, (ii) cause such Subsidiary to deliver a joinder agreement to the issued Guaranty and outstanding non-voting Capital Stock Collateral Agreement providing for the creation of Liens on the Collateral described in such Foreign Subsidiary agreement and owned by such Loan Party Subsidiary as security for the Obligations, (together with all schedules and information thereto appropriately completed with respect to such Subsidiary), (iii) cause such Subsidiary to deliver a joinder agreement to the Administrative Agent Guaranty and Collateral Agreement providing for the pledge of any Equity Interests held by such Subsidiary pursuant to the Guaranty and Collateral Agreement (except to the extent that such Equity Interests constitute Excluded Property) (together with all schedules and information thereto appropriately completed with respect to such Subsidiary), (iv) [reserved], (v) deliver, or cause to delivered, any and all certificates representing Equity Interests (if any) held by such Subsidiary, and any Equity Interest in such Subsidiary that are held by other Persons (if any), that are (in each case) required to be delivered pursuant to the Security Documents (and accompanied, in each case, by undated stock powers or other appropriate instrument of transfer executed in blank), (vi) take such other actions such that all of the Equity Interests (except to the extent that such Equity Interests constitute Excluded Property or are not otherwise required to be pledged or certificated pursuant to the terms of the Credit Documents) issued by any such Subsidiary shall be pledged as security for the Obligations pursuant to a pledge agreement such Credit Documents in form and substance reasonably reasonable satisfactory to the Administrative Agent, as may be required under applicable Laws to effectuate a fully enforceable first priority pledge of such Equity Interests, (iivii) deliver the original certificates evidencing such pledged Capital Stock, if any, or cause to be delivered to the Administrative Agent, together with appropriate powers executed in blank Agent UCC financing statements naming such Subsidiary as “Debtor” and (iii) deliver all such other documentation (including, without limitation, certified organizational documents, resolutions, lien searches and legal opinions) and to take all such other actions as naming the Administrative Agent may reasonably request providedfor the benefit of the Secured Parties as “Secured Party,” in form and substance sufficient in the reasonable opinion of the Administrative ​ ​ Agent and its counsel for filing in each applicable UCC filing office in which filing is necessary to perfect the Administrative Agent’s Liens in the Collateral granted by such Subsidiary under the applicable Security Documents, that Liens on the Capital Stock of and (viii) deliver, or other ownership interest in) a Foreign Subsidiary that are required cause to be pledged shall be documented under U.S. law if delivered, an opinion of counsel reasonably satisfactory to the cost of providing a local law pledge exceeds the benefit to Lenders, as determined by Administrative Agent as to customary matters in its reasonable discretion; provided further that in no event shall any Capital Stock connection with the joinder of any non-wholly owned Foreign such Subsidiary be pledged hereunder to the extent that Credit Documents. For the granting avoidance of doubt, this Section 5.15.1 does not apply to the creation or perfection of a security interest in such Capital Stock is prohibited by the applicable joint-ventureReal Property, shareholder, stock purchase or similar agreementwhich requirements are set forth in Section 5.15.3 below. (c) The Borrowers agree that, following the delivery of any Collateral Documents required to be executed and delivered by this Section, the Administrative Agent shall have a valid and enforceable, first priority perfected Lien on the property required to be pledged pursuant to subsections (a) and (b) of this Section (to the extent that such Lien can be perfected by execution, delivery and/or recording of the Collateral Documents or UCC financing statements, or possession of such Collateral), free and clear of all Liens other than Permitted Liens. All actions to be taken pursuant to this Section shall be at the expense of the Borrowers or the applicable Loan Party, and shall be taken to the reasonable satisfaction of the Administrative Agent.

Additional Subsidiaries and Collateral. (a) In Upon the event thatcreation or acquisition of any Subsidiary possessing assets in excess of One Thousand Dollars ($1,000) of any Loan Party permitted by this Agreement and, subsequent with respect to KNOLOGY of Georgia, Inc., upon the obtaining (but without imposing any obligation to seek such Governmental Approval) of any Governmental Approval permitting KNOLOGY of Georgia, Inc. to incur Debt and/or grant Liens on its assets (including, without limitation, a change in Applicable Law such that Governmental Approval is no longer required), cause to be executed and delivered to the Closing Date, any Person becomes Administrative Agent (i) a wholly-owned Subsidiary of Borrower Representative (including any Subsidiary that is not wholly-owned solely as a result of directors’ qualifying shares required by applicable law), whether pursuant joinder agreement hereto in form and substance reasonably satisfactory to formation, acquisition or otherwise, (x) the Borrower Representative shall promptly notify the Administrative Agent and the Required Lenders thereof and (y) within 30 days after in order that such Person becomes a wholly-owned Subsidiary (or such later date as agreed to by the Administrative Agent), the Borrowers shall cause such Subsidiary (i) to become a new Guarantor (unless such Subsidiary (1) is a Foreign Subsidiary and adverse tax consequences could reasonably be expected to result from making such Subsidiary a GuarantorBorrower hereunder, (2ii) is prohibited by law from becoming a Guarantor, (3) is a Subsidiary of a Foreign Subsidiary that is not required to be a Guarantor or (4) the primary assets of such Subsidiary are Capitol Stock or Indebtedness of a Foreign Subsidiary and adverse tax consequences could reasonably be expected to result from making such Subsidiary a Guarantor) and to grant Liens in favor of the Administrative Agent in all of its personal property by executing and delivering to the Administrative Agent a supplement to the Guaranty and Security Collateral Agreement in form and substance reasonably satisfactory to the Administrative AgentAgent and Required Lenders in order that such Person becomes a Borrower hereunder, executing and delivering a Copyright Security Agreement, Patent Security Agreement and Trademark Security Agreement(iii) one or more duly executed Mortgages and/or Collateral Assignments, as applicable, with respect to any real property owned or leased by such Subsidiary and authorizing such consents of third parties as are required to grant a security interest in such real property (except as cannot be obtained pursuant to the proviso set forth in Section 5.2(d)(i)), (iv) updated version of each Schedule referred to in Section 6.1(w) to reflect all changes to such Schedules resulting from such creation or acquisition of such Subsidiary and delivering, at the request of the Administrative Agent, (v) such UCC financing statements or similar instruments required other documents reasonably requested by the Administrative Agent and Required Lenders consistent with the terms of this Agreement which provide that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that the assets of such Subsidiary shall become Collateral for the Obligations. Upon satisfaction of the conditions set forth in this Section 8.12(a), each Subsidiary shall become a Borrower hereunder and under the other Loan Documents to perfect the Liens same extent as if such Subsidiary had been a party hereto and thereto on the Closing Date. Notwithstanding the foregoing, nothing in favor this Section 8.12 shall be deemed to prohibit any Lien or other encumberance permitted pursuant to Section 10.3. (b) Upon the acquisition by any Loan Party or Subsidiary thereof, of any real property (whether owned in fee or leased) not listed on Schedule 6.1(r), provide to the Administrative Agent copies of the purchase or lease documents, as applicable, with respect thereto; and if requested by the Administrative Agent or Required Lenders, promptly execute and deliver to the Administrative Agent and granted under the Lenders a Mortgage, Collateral Assignment, landlord agreement, and all documents and other items reasonably requested by the Administrative Agent with respect to any of the Loan Documents, provided, that no Domestic Loan Party shall such newly acquired real property (except as cannot be required to take any action under the law of any non-U.S. jurisdiction in order to create or perfect a security interest in any assets of any Borrower or Loan Party which assets are either located outside of the United States or would require action under the law of any non-U.S. jurisdiction in order to create or perfect a security interest therein (other than, subject obtained pursuant to the limitations proviso set forth in the paragraph below, stock of a first-tier Foreign Subsidiary of any Borrower or Domestic Loan PartySection 5.2(d)(i)), and (ii) to deliver all such other documentation (including, without limitation, certified organizational documents, resolutions, lien searches, title insurance policies, surveys, environmental reports and legal opinions) reasonably requested by Administrative Agent and consistent with the documents delivered by the Loan Parties on or prior to the Closing Date pursuant to Section 3.1(b). In addition, within 30 days after the date any Person becomes a Domestic Subsidiary of the Borrower Representative (or such later date as agreed to by the Administrative Agent), the Borrower Representative shall, or shall cause the applicable Loan Party to (i) pledge all of the Capital Stock of such Domestic Subsidiary owned by a Loan Party to the Administrative Agent as security for the Obligations by executing and delivering a supplement to the Guaranty and Security Agreement in each case in form and substance reasonably satisfactory to the Administrative AgentAgent and Required Lenders. Notwithstanding the foregoing, and (ii) deliver the original certificates evidencing such pledged Capital Stock (if any) nothing in this Section 8.12 shall be deemed to the Administrative Agent, together with appropriate powers executed in blank; provided that in no event shall prohibit any Capital Stock of any non-wholly owned Domestic Subsidiary be pledged hereunder to the extent that the granting of a security interest in such Capital Stock is prohibited by the applicable joint-venture, shareholder, stock purchase Lien or similar agreement. (b) In the event that, subsequent to the Closing Date, any Person becomes a Foreign Subsidiary, whether other encumberance permitted pursuant to formation, acquisition or otherwise, (x) the Borrower Representative shall promptly notify the Administrative Agent and the Lenders thereof and (y) to the extent such Foreign Subsidiary is owned directly by any Loan Party, within 60 days after such Person becomes a Foreign Subsidiary or, if the Administrative Agent determines in its sole discretion that the Borrowers are working in good faith, such longer period as the Administrative Agent shall permit in its sole discretion, the Borrowers shall, or shall cause the applicable Loan Party to (i) pledge 65% of the issued and outstanding voting Capital Stock and 100% of the issued and outstanding non-voting Capital Stock of such Foreign Subsidiary owned by such Loan Party to the Administrative Agent as security for the Obligations pursuant to a pledge agreement in form and substance reasonably satisfactory to the Administrative Agent, (ii) deliver the original certificates evidencing such pledged Capital Stock, if any, to the Administrative Agent, together with appropriate powers executed in blank and (iii) deliver all such other documentation (including, without limitation, certified organizational documents, resolutions, lien searches and legal opinions) and to take all such other actions as the Administrative Agent may reasonably request provided, that Liens on the Capital Stock of (or other ownership interest in) a Foreign Subsidiary that are required to be pledged shall be documented under U.S. law if the cost of providing a local law pledge exceeds the benefit to Lenders, as determined by Administrative Agent in its reasonable discretion; provided further that in no event shall any Capital Stock of any non-wholly owned Foreign Subsidiary be pledged hereunder to the extent that the granting of a security interest in such Capital Stock is prohibited by the applicable joint-venture, shareholder, stock purchase or similar agreementSection 10.3. (c) The Borrowers agree that, following Use best efforts to obtain consents of the delivery of any Collateral Documents required to be executed and delivered by this Section, the Administrative Agent shall have a valid and enforceable, first priority perfected Lien on the property required to be pledged pursuant to subsections (a) and (b) of this Section (applicable Governmental Authority or third party to the extent that such Lien can be perfected by execution, delivery and/or recording of the Collateral Documents or UCC financing statements, or possession of such Collateral), free and clear of all Liens other than Permitted Liens. All actions to be taken pursuant to this Section shall be at the expense of the Borrowers or the applicable Loan Party, and shall be taken to the reasonable satisfaction security interest of the Administrative Agent, on behalf of itself and the Lenders, in the CATV Franchises, PUC Authorizations or Material Contracts identified on Schedule 5.2(d) (excluding any such CATV Franchise, PUC Authorization or Material Contract for which a consent has previously been delivered or for which such requirement has been waived), and, where required, in any CATV Franchise or PUC Authorization acquired by any Loan Party subsequent to the date hereof and any Material Contract executed subsequent to the date hereof which replaces, supersedes or is entered into for substantially the same business purpose (as reasonably determined by the Administrative Agent in consultation with the Borrowers) as any Material Contract set forth on Schedule 5.2(d). For purposes of this Section 8.12(c) the term "best efforts" shall mean, as applicable: (i) the filing of an application or submission of a written request (in each case with a copy delivered to the Administrative Agent) to the appropriate Governmental Authority or third party for such consent within forty five (45) days after the closing date or acquisition date, as applicable, (ii) compliance with all applicable procedures with regard to obtaining any such consents, (iii) good faith negotiations, (iv) payment of fees and charges necessary to obtain such consents in such amount as are paid for such purposes in the ordinary course of business and (v) with respect to any formal denial of any such request by any Governmental Authority, the exhaustion of reasonable appeals of such formal denial. Notwithstanding the foregoing, the Loan Parties and their Subsidiaries shall have no obligation to seek such consents in those situations where Applicable Law (other than the local municipal ordinances creating or providing for any CATV Franchise) expressly prohibits or does not recognize a security interest in a CATV Franchise or a PUC Authorization, unless and until such Applicable Law changes so as to permit or recognize such security interest. (d) Notwithstanding anything contained in any one or more of the Loan Documents to the contrary, it is agreed that the Loan Parties shall not be deemed to have granted a security interest in any Communications License, CATV Franchise, PUC Authorization or agreement with respect to which the consent or approval of any third party is necessary for the creation of such a security interest until such time, if ever, as the consents or approvals applicable with respect to such Communications License, CATV Franchise, PUC Authorization or agreement have been obtained.

Additional Subsidiaries and Collateral. (a) In the event thatIf, subsequent to after the Closing Date, any Person becomes a wholly-owned Subsidiary of Borrower Representative (including any Subsidiary that is not wholly-owned solely as a result of directors’ qualifying shares required by applicable law)Domestic Subsidiary, whether pursuant to formation, acquisition or otherwise, (x) the Borrower Representative Agent shall promptly notify the Administrative Agent and the Lenders thereof and (y) within 30 days after such Person becomes a wholly-owned Subsidiary (or such later date as agreed to by the Administrative Agent)Domestic Subsidiary, the Borrowers Borrower Agent shall cause such Domestic Subsidiary (i) to become a new Guarantor (unless such Subsidiary (1) is a Foreign Subsidiary and adverse tax consequences could reasonably be expected to result from making such Subsidiary a Guarantor, (2) is prohibited by law from becoming a Guarantor, (3) is a Subsidiary of a Foreign Subsidiary that is not required to be a Guarantor or (4) the primary assets of such Subsidiary are Capitol Stock or Indebtedness of a Foreign Subsidiary and adverse tax consequences could reasonably be expected to result from making such Subsidiary a Guarantor) and to grant Liens in favor of the Administrative Agent in all the same types of its personal property collateral as granted by the other Loan Parties by executing and delivering to the Administrative Agent a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, executing and delivering a Copyright Security Agreement, Patent Security Agreement and Trademark Security Agreement, as applicable, and authorizing and delivering, at the request of the Administrative Agent, such UCC financing statements or similar instruments required by the Administrative Agent to perfect the Liens in favor of the Administrative Agent and granted under any of the Loan Documents, provided, that no Domestic Loan Party shall be required to take any action under the law of any non-U.S. jurisdiction in order to create or perfect a security interest in any assets of any Borrower or Loan Party which assets are either located outside of the United States or would require action under the law of any non-U.S. jurisdiction in order to create or perfect a security interest therein (other than, subject to the limitations set forth in the paragraph below, stock of a first-tier Foreign Subsidiary of any Borrower or Domestic Loan Party), Documents and (ii) to deliver all such other documentation (including, without limitation, certified organizational documents, resolutions, lien searches, title insurance policies, surveys, environmental reports and legal opinions) reasonably requested by Administrative Agent and consistent with the documents delivered by the Loan Parties on or prior to the Closing Date pursuant to Section 3.1(b). In addition, within 30 days after the date any Person becomes a Domestic Subsidiary of the Borrower Representative (or such later date as agreed to by the Administrative Agent), the Borrower Representative shall, or shall cause the applicable Loan Party to (i) pledge all of the Capital Stock of such Domestic Subsidiary owned by a Loan Party to the Administrative Agent as security for the Obligations by executing and delivering a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, and (ii) deliver the original certificates evidencing such pledged Capital Stock (if any) to the Administrative Agent, together with appropriate powers executed in blank; provided that in no event shall any Capital Stock of any non-wholly owned Domestic Subsidiary be pledged hereunder to the extent that the granting of a security interest in such Capital Stock is prohibited by the applicable joint-venture, shareholder, stock purchase or similar agreement. (b) In the event that, subsequent to the Closing Date, any Person becomes a Foreign Subsidiary, whether pursuant to formation, acquisition or otherwise, (x) the Borrower Representative shall promptly notify the Administrative Agent and the Lenders thereof and (y) to the extent such Foreign Subsidiary is owned directly by any Loan Party, within 60 days after such Person becomes a Foreign Subsidiary or, if the Administrative Agent determines in its sole discretion that the Borrowers are working in good faith, such longer period as the Administrative Agent shall permit in its sole discretion, the Borrowers shall, or shall cause the applicable Loan Party to (i) pledge 65% of the issued and outstanding voting Capital Stock and 100% of the issued and outstanding non-voting Capital Stock of such Foreign Subsidiary owned by such Loan Party to the Administrative Agent as security for the Obligations pursuant to a pledge agreement in form and substance reasonably satisfactory to the Administrative Agent, (ii) deliver the original certificates evidencing such pledged Capital Stock, if any, to the Administrative Agent, together with appropriate powers executed in blank and (iii) deliver all such other documentation (including, without limitation, certified organizational documents, resolutions, lien searches and legal opinions) and to take all such other actions as the Administrative Agent may reasonably request provided, that Liens such Subsidiary would have been required to deliver and take pursuant to Section 3.1 if such Subsidiary had been a Loan Party on the Capital Stock of Closing Date. (or other ownership interest inb) a Foreign Subsidiary that are required to be pledged shall be documented under U.S. law if the cost of providing a local law pledge exceeds the benefit to Lenders, as determined by Administrative Agent in its reasonable discretion; provided further that in no event shall any Capital Stock of any non-wholly owned Foreign Subsidiary be pledged hereunder to the extent that the granting of a security interest in such Capital Stock is prohibited by the applicable joint-venture, shareholder, stock purchase or similar agreement[Reserved.] (c) The Borrowers Parent and each Borrower agree that, following the delivery of any Collateral Documents required to be executed and delivered by this Section, the Administrative Agent shall have a valid and enforceable, first first-priority perfected Lien on the property required to be pledged pursuant to subsections (a) and (b) of this Section (to the extent that such Lien can be perfected by execution, delivery and/or recording of the Collateral Documents or UCC financing statements, or possession of such Collateral), free and clear of all Liens other than Permitted Liens. All actions to be taken pursuant to this Section shall be at the expense of the Borrowers or the applicable Loan Party, and shall be taken to the reasonable satisfaction of the Administrative Agent.

Additional Subsidiaries and Collateral. (a) In the event that, subsequent to the Closing Date, any Person becomes a wholly-owned Subsidiary of Borrower Representative (including any Subsidiary that is not wholly-owned solely as a result of directors’ qualifying shares required by applicable law)Domestic Subsidiary, whether pursuant to formation, acquisition or otherwise, (x) the Borrower Representative shall promptly notify the Administrative Agent and the Lenders thereof and (y) within 30 days after such Person becomes a wholly-owned Domestic Subsidiary (or such later date as agreed to by the Administrative AgentAgent in its sole discretion), the Borrowers Borrower shall cause such Domestic Subsidiary (i) to become a new Guarantor (unless such Subsidiary (1) is a Foreign Subsidiary and adverse tax consequences could reasonably be expected to result from making such Subsidiary a Guarantor, (2) is prohibited by law from becoming a Guarantor, (3) is a Subsidiary of a Foreign Subsidiary that is not required to be a Guarantor or (4) the primary assets of such Subsidiary are Capitol Stock or Indebtedness of a Foreign Subsidiary and adverse tax consequences could reasonably be expected to result from making such Subsidiary a Guarantor) and to grant Liens in favor of the Administrative Agent in all of its personal property by executing and delivering to the Administrative Agent a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, executing and delivering a Copyright Security Agreement, Patent Security Agreement and Trademark Security Agreement, as applicable, and authorizing and delivering, at the request of the Administrative Agent, such UCC financing statements or similar instruments required by the Administrative Agent to perfect the Liens in favor of the Administrative Agent and granted under any of the Loan Documents, provided, that no Domestic Loan Party shall be required (ii) to take any action under the law of any non-U.S. jurisdiction grant Liens in order to create or perfect a security interest in any assets of any Borrower or Loan Party which assets are either located outside favor of the United States or would require action under the law of any nonAdministrative Agent in all interests in fee-U.S. jurisdiction in order to create or perfect a security interest therein (other than, subject owned Real Estate by executing and delivering to the limitations set forth in Administrative Agent such Real Estate Documents as the paragraph below, stock of a first-tier Foreign Subsidiary of any Borrower or Domestic Loan Party)Administrative Agent shall require, and (iiiii) to deliver all such other documentation (including, without limitation, certified organizational documents, resolutions, lien searches, title insurance policies, surveys, environmental reports and legal opinions) reasonably requested by Administrative Agent and consistent with the documents delivered by the to take all such other actions as such Subsidiary would have been required to deliver and take pursuant to Section 3.1 if such Subsidiary had been a Loan Parties Party on or prior to the Closing Date or that such Subsidiary would be required to deliver pursuant to Section 3.1(b)5.13 with respect to any Real Estate. In addition, within 30 days after the date any Person becomes a Domestic Subsidiary of the Borrower Representative (or such later date as agreed to by the Administrative AgentAgent in its sole discretion), the Borrower Representative shall, or shall cause the applicable Loan Party to (i) pledge all of the Capital Stock of such Domestic Subsidiary owned by a Loan Party to the Administrative Agent as security for the Obligations by executing and delivering a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, and (ii) deliver the original certificates evidencing such pledged Capital Stock (if any) to the Administrative Agent, together with appropriate powers executed in blank; provided that in no event shall any Capital Stock of any non-wholly owned Domestic Subsidiary be pledged hereunder to the extent that the granting of a security interest in such Capital Stock is prohibited by the applicable joint-venture, shareholder, stock purchase or similar agreement. (b) In the event that, subsequent to the Closing Date, any Person becomes a Foreign Subsidiary, whether pursuant to formation, acquisition or otherwise, (x) the Borrower Representative shall promptly notify the Administrative Agent and the Lenders thereof and (y) to the extent such Foreign Subsidiary is owned directly by any Loan Party, within 60 days after such Person becomes a Foreign Subsidiary or, if the Administrative Agent determines in its sole discretion that the Borrowers are Borrower is working in good faith, such longer period as the Administrative Agent shall permit in its sole discretionnot to exceed 60 additional days, the Borrowers Borrower shall, or shall cause the applicable Loan Party to (i) pledge all of the Capital Stock of such Foreign Subsidiary (or, if the pledge of all of the voting Capital Stock of such Foreign Subsidiary would result in materially adverse tax consequences, then such pledge shall be limited to 65% of the issued and outstanding voting Capital Stock and 100% of the issued and outstanding non-voting Capital Stock of such Foreign Subsidiary owned by such Loan Party Subsidiary, as applicable) to the Administrative Agent as security for the Obligations pursuant to a pledge agreement in form and substance reasonably satisfactory to the Administrative Agent, (ii) deliver the original certificates certificates, if any, evidencing such pledged Capital Stock, if any, Stock to the Administrative Agent, together with appropriate powers executed in blank and (iii) deliver all such other documentation (including, without limitation, certified organizational documents, resolutions, lien searches and legal opinions) and to take all such other actions as the Administrative Agent may reasonably request provided, that Liens on the Capital Stock of (or other ownership interest in) a Foreign Subsidiary that are required to be pledged shall be documented under U.S. law if the cost of providing a local law pledge exceeds the benefit to Lenders, as determined by Administrative Agent in its reasonable discretion; provided further that in no event shall any Capital Stock of any non-wholly owned Foreign Subsidiary be pledged hereunder to the extent that the granting of a security interest in such Capital Stock is prohibited by the applicable joint-venture, shareholder, stock purchase or similar agreementrequest. (c) The Borrowers agree Borrower agrees that, following the delivery of any Collateral Documents required to be executed and delivered by this Section, the Administrative Agent shall have a valid and enforceable, first priority perfected Lien on the property required to be pledged pursuant to subsections (a) and (b) of this Section (to the extent that such Lien can be perfected by execution, delivery and/or recording of the Collateral Documents or UCC financing statements, or possession of such Collateral), free and clear of all Liens other than Permitted LiensLiens expressly permitted by Section 7.2. All actions to be taken pursuant to this Section shall be at the expense of the Borrowers Borrower or the applicable Loan Party, and shall be taken to the reasonable satisfaction of the Administrative Agent.

Additional Subsidiaries and Collateral. (a) In the event that, subsequent to the Closing Date, (i) any Person becomes a wholly-owned Restricted Subsidiary of Borrower Representative (other than an Excluded Subsidiary) is formed or acquired (including any by Division), (ii) an Unrestricted Subsidiary that is not wholly-owned solely redesignated as a result of directors’ qualifying shares required by applicable law)Restricted Subsidiary, whether pursuant (iii) any Restricted Subsidiary ceases to formationbe an Excluded Subsidiary or (iv) the Borrower, acquisition or otherwiseat its option, elects to cause a Domestic Subsidiary to become a Subsidiary Loan Party, (x) the Borrower Representative shall promptly notify the Administrative Agent and the Lenders thereof and (y) within 30 60 days after such Person becomes a wholly-owned Subsidiary (or such later date longer period as agreed to by the Administrative Agent)Agent agrees) after DB1/ 110470318.9 106 such Restricted Subsidiary is formed or acquired, such Unrestricted Subsidiary is redesignated as a Restricted Subsidiary, such Restricted Subsidiary ceases to be an Excluded Subsidiary or the Borrower has made such election, as applicable, the Borrowers Borrower shall cause such Restricted Subsidiary (i) to become a new Guarantor (unless such Subsidiary (1) is a Foreign Subsidiary and adverse tax consequences could reasonably be expected to result from making such Subsidiary a Guarantor, (2) is prohibited by law from becoming a Guarantor, (3) is a Subsidiary of a Foreign Subsidiary that is not required to be a Guarantor or (4) the primary assets of such Subsidiary are Capitol Stock or Indebtedness of a Foreign Subsidiary and adverse tax consequences could reasonably be expected to result from making such Subsidiary a Guarantor) and to grant Liens in favor of the Administrative Agent in all of its personal property (other than Excluded Property) by executing and delivering to the Administrative Agent a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, executing and delivering a Copyright Security Agreement, Patent Security Agreement and Trademark Security Agreement, as applicable, and authorizing and delivering, at the request of the Administrative Agent, such UCC financing statements or similar instruments required by the Administrative Agent to perfect the Liens in favor of the Administrative Agent and granted under any of the Loan Documents, provided(ii) to the extent required, that no Domestic Loan Party shall be required to take any action under the law of any non-U.S. jurisdiction grant Liens in order to create or perfect a security interest in any assets of any Borrower or Loan Party which assets are either located outside favor of the United States or would require action under the law of any non-U.S. jurisdiction Administrative Agent in order to create or perfect a security interest therein all interests in fee owned Real Estate (other than, subject to Permitted Encumbrances) by executing and delivering to the limitations set forth in Administrative Agent such Real Estate Documents as the paragraph below, stock of a first-tier Foreign Subsidiary of any Borrower or Domestic Loan Party)Administrative Agent shall require, and (iiiii) to deliver all such other documentation (including, without limitation, certified organizational documents, resolutions, lien searches, title insurance policies, surveys, environmental reports and legal opinions) reasonably requested by Administrative Agent and consistent with the documents delivered by the to take all such other actions as such Restricted Subsidiary would have been required to deliver and take pursuant to Section 3.1 if such Restricted Subsidiary had been a Loan Parties Party on or prior to the Closing Date or that such Restricted Subsidiary would be required to deliver pursuant to Section 3.1(b)5.11 with respect to any fee owned Real Estate; provided, however, no Foreign Subsidiary shall be required to become a Guarantor or grant Liens in its personal property or fee owned Real Estate. In addition, within 30 days (or such longer period as the Administrative Agent agrees) after the date any Person becomes a Domestic Subsidiary of the Borrower Representative (or such later date as agreed to by the Administrative Agent)Restricted Subsidiary, the Borrower Representative shall, or shall cause the applicable Loan Party to (i) pledge all of the Capital Stock of such Domestic Restricted Subsidiary owned by a Loan Party to the Administrative Agent as security for the Obligations by executing and delivering a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, and (ii) deliver the original certificates evidencing such pledged Capital Stock (if any) to the Administrative Agent, together with appropriate powers executed in blank; provided that in no event shall any Capital Stock of any non-wholly owned Domestic Subsidiary be pledged hereunder to the extent that the granting of a security interest in such Capital Stock is prohibited by the applicable joint-venture, shareholder, stock purchase or similar agreement. (b) In the event that, subsequent to the Closing Date, any Person becomes a Foreign Subsidiary, whether pursuant to formation, acquisition or otherwise, (x) the Borrower Representative shall promptly notify the Administrative Agent and the Lenders thereof and (y) to the extent such Foreign Subsidiary is owned directly by any Loan Party, within 60 days after such Person becomes a Foreign Subsidiary or, if the Administrative Agent determines in its sole discretion that the Borrowers are working in good faith, such longer period as the Administrative Agent shall permit in its sole discretion, the Borrowers shall, or shall cause the applicable Loan Party to (i) pledge 65% of the issued and outstanding voting Capital Stock and 100% of the issued and outstanding non-voting Capital Stock of such Foreign Subsidiary owned by such Loan Party to the Administrative Agent as security for the Obligations pursuant to a pledge agreement in form and substance reasonably satisfactory to the Administrative Agent, (ii) deliver the original certificates evidencing such pledged Capital Stock, if any, to the Administrative Agent, together with appropriate powers executed in blank and (iii) deliver all such other documentation (including, without limitation, certified organizational documents, resolutions, lien searches and legal opinions) and to take all such other actions as the Administrative Agent may reasonably request provided, that Liens on the Capital Stock of (or other ownership interest in) a Foreign Subsidiary that are required to be pledged shall be documented under U.S. law if the cost of providing a local law pledge exceeds the benefit to Lenders, as determined by Administrative Agent in its reasonable discretion; provided further that in no event shall any Capital Stock of any non-wholly owned Foreign Subsidiary be pledged hereunder to the extent that the granting of a security interest in such Capital Stock is prohibited by the applicable joint-venture, shareholder, stock purchase or similar agreement. (c) The Borrowers agree that, following the delivery of any Collateral Documents required to be executed and delivered by this Section, the Administrative Agent shall have a valid and enforceable, first priority perfected Lien on the property required to be pledged pursuant to subsections (a) and (b) of this Section (to the extent that such Lien can be perfected by execution, delivery and/or recording of the Collateral Documents or UCC financing statements, or possession of such Collateral), free and clear of all Liens other than Permitted Liens. All actions to be taken pursuant to this Section shall be at the expense of the Borrowers or the applicable Loan Party, and shall be taken to the reasonable satisfaction of the Administrative Agent.

Additional Subsidiaries and Collateral. (a) In Diligently pursue the event that, subsequent approval of the Nevada Gaming Commission to the Closing Date, any Person becomes a wholly-owned Subsidiary of Borrower Representative (including any Subsidiary that is not wholly-owned solely as a result of directors’ qualifying shares required by applicable law), whether pursuant to formation, acquisition or otherwise, (x) the Borrower Representative shall promptly notify the Administrative Agent and the Lenders thereof and (y) within 30 days after such Person becomes a wholly-owned Subsidiary (or such later date as agreed to by the Administrative Agent), the Borrowers shall cause such Subsidiary (i) to become a new Guarantor (unless such Subsidiary (1) is a Foreign Subsidiary and adverse tax consequences could reasonably be expected to result from making such Subsidiary a Guarantor, (2) is prohibited by law from becoming a Guarantor, (3) is a Subsidiary of a Foreign Subsidiary that is not required to be a Guarantor or (4) the primary assets of such Subsidiary are Capitol Stock or Indebtedness of a Foreign Subsidiary and adverse tax consequences could reasonably be expected to result from making such Subsidiary a Guarantor) and to grant Liens in favor pledge of the Administrative Agent Equity Interests in all each of its personal property by executing and delivering Subsidiaries to the Administrative Agent a supplement pursuant to the Guaranty Pledge Agreement and, promptly upon receipt thereof and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, executing and delivering a Copyright Security Agreement, Patent Security Agreement and Trademark Security Agreement, as applicable, and authorizing and delivering, at the request of the Administrative Agent, such UCC financing statements or similar instruments required by the Administrative Agent to perfect the Liens in favor of the Administrative Agent and granted under any of the Loan Documents, provided, that no Domestic Loan Party shall be required to take any action under the law of any non-U.S. jurisdiction in order to create or perfect a security interest in any assets of any Borrower or Loan Party which assets are either located outside of the United States or would require action under the law of any non-U.S. jurisdiction in order to create or perfect a security interest therein (other than, subject to the limitations set forth in the paragraph below, stock of a first-tier Foreign Subsidiary of any Borrower or Domestic Loan Party), and (ii) to deliver all such other documentation (including, without limitation, certified organizational documents, resolutions, lien searches, title insurance policies, surveys, environmental reports and legal opinions) reasonably requested by Administrative Agent and consistent with the documents delivered by the Loan Parties on or prior to event within 90 days following the Closing Date pursuant to Section 3.1(b). In addition, within 30 days after the date any Person becomes a Domestic Subsidiary of the Borrower Representative (or such later date as agreed to by the Administrative Agent), the Borrower Representative shall, or shall cause the applicable Loan Party to (i) pledge all of the Capital Stock of such Domestic Subsidiary owned by a Loan Party to the Administrative Agent as security for the Obligations by executing execute and delivering a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, and (ii) deliver the original certificates evidencing such pledged Capital Stock (if any) Pledge Agreement to the Administrative Agent, together with appropriate powers executed stock certificates representing 100% of the Equity Interests held by Borrower and its Subsidiaries in blank; provided that in no event shall any Capital Stock of any non-wholly owned Domestic Subsidiary be pledged hereunder their respective direct Subsidiaries (to the extent that the granting of a security interest in such Capital Stock is prohibited certificated), together with appropriate stock powers (which stock certificates shall be maintained by the applicable joint-venture, shareholder, stock purchase or similar agreement.Administrative Agent in the State of Nevada); (b) In Notify the event that, subsequent to Administrative Agent at the Closing Date, time that any at the time that any Person becomes a Foreign Subsidiary, whether pursuant and promptly thereafter (and in any event within thirty days), cause such Person to formation, acquisition or otherwise, (xi) the Borrower Representative shall promptly notify execute and deliver to the Administrative Agent and the Lenders thereof and (y) a Guaranty or a joinder to the extent such Foreign Subsidiary is owned directly by any Loan Partya Guaranty, within 60 days after such Person becomes a Foreign Subsidiary or, if the Administrative Agent determines in its sole discretion that the Borrowers are working in good faith, such longer period as the Administrative Agent shall permit in its sole discretiondeem appropriate for such purpose, the Borrowers shall, or shall cause the applicable Loan Party to and (iii) pledge 65% of the issued and outstanding voting Capital Stock and 100% of the issued and outstanding non-voting Capital Stock of such Foreign Subsidiary owned by such Loan Party deliver to the Administrative Agent as security for Collateral Documents of the Obligations pursuant types referred to in Section 4.01(a) and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clauses (i) and (ii)); (c) Notify the Administrative Agent at the time of acquisition or the formation of any Subsidiary, cause to be delivered to the Administrative Agent in pledge all of the Equity Interests held by Borrower and its Subsidiaries in such Subsidiary; (d) Notify the Administrative Agent at the time of the acquisition by Borrower or any of its Subsidiaries of any fee or leasehold interest in real property, notice thereof and, if requested by the Administrative Agent, a pledge Deed of Trust and other Collateral Documents in relation thereto. (e) Within 90 days following the Closing Date, provide the Administrative Agent with (i) landlord consent and non-disturbance agreements from Centennial Acquisitions and Terrible Xxxxxx, Inc. in respect of the Searchlight location, (ii) a Deed of Trust in respect of all interests of the Borrower and its Subsidiaries in the Searchlight location, (iii) an ALTA policy of title insurance insuring the deed of trust referred to in clause (ii), and (iv) a landlord consent and non-disturbance agreement from the 1993 Xxxxxx Xxxxxxxxx Revocable Trust in respect of the Xxxxxxxxx location, in each case in form and substance reasonably satisfactory acceptable to the Administrative Agent, (ii) deliver the original certificates evidencing such pledged Capital Stock, if any, to the Administrative Agent, together with appropriate powers executed in blank and (iii) deliver all such other documentation (including, without limitation, certified organizational documents, resolutions, lien searches and legal opinions) and to take all such other actions as the Administrative Agent may reasonably request provided, that Liens on the Capital Stock of (or other ownership interest in) a Foreign Subsidiary that are required to be pledged shall be documented under U.S. law if the cost of providing a local law pledge exceeds the benefit to Lenders, as determined by Administrative Agent in its reasonable discretion; provided further that in no event shall any Capital Stock of any non-wholly owned Foreign Subsidiary be pledged hereunder to the extent that the granting of a security interest in such Capital Stock is prohibited by the applicable joint-venture, shareholder, stock purchase or similar agreement. (c) The Borrowers agree that, following the delivery of any Collateral Documents required to be executed and delivered by this Section, the Administrative Agent shall have a valid and enforceable, first priority perfected Lien on the property required to be pledged pursuant to subsections (a) and (b) of this Section (to the extent that such Lien can be perfected by execution, delivery and/or recording of the Collateral Documents or UCC financing statements, or possession of such Collateral), free and clear of all Liens other than Permitted Liens. All actions to be taken pursuant to this Section shall be at the expense of the Borrowers or the applicable Loan Party, and shall be taken to the reasonable satisfaction of the Administrative Agent.

Additional Subsidiaries and Collateral. (a1) In the event that, subsequent to the Closing Date, any Person becomes a wholly-owned Subsidiary of Borrower Representative (including any Subsidiary that is not wholly-owned solely as a result of directors’ qualifying shares required by applicable law)Subsidiary, whether pursuant to formation, acquisition or otherwise, (x) the Borrower Representative shall promptly notify the Administrative Agent and the Lenders thereof and (y) within 30 days after such Person becomes a wholly-owned Subsidiary (other than (a) any Insurance Subsidiary, (b) any Subsidiary of an Insurance Subsidiary or (c) any other Subsidiary of the Borrower that has applied for an Insurance License and will become an Insurance Subsidiary or Subsidiary of an Insurance Subsidiary upon the approval of such Insurance License) (or such later date as agreed to in writing by the Administrative AgentAgent in its sole discretion), the Borrowers Borrower shall cause such Subsidiary (i) to become a new Guarantor (unless such Subsidiary (1) is a Foreign Subsidiary and adverse tax consequences could reasonably be expected to result from making such Subsidiary a Guarantor, (2) is prohibited by law from becoming a Guarantor, (3) is a Subsidiary of a Foreign Subsidiary that is not required to be a Guarantor or (4) the primary assets of such Subsidiary are Capitol Stock or Indebtedness of a Foreign Subsidiary and adverse tax consequences could reasonably be expected to result from making such Subsidiary a Guarantor) and to grant Liens in favor of the Administrative Agent in all of its personal property (other than Excluded Property) by executing and delivering to the Administrative Agent a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, executing and delivering a Copyright Security Agreement, Patent Security Agreement and Trademark Security Agreement, as applicable, and authorizing and delivering, at the request of the Administrative Agent, such UCC financing statements or similar instruments required by the Administrative Agent to perfect the Liens in favor of the Administrative Agent and granted under any of the Loan DocumentsDocuments (it being understood and agreed that, providedwith respect to any Foreign Subsidiary, that no Domestic Loan Party this clause (i) shall be required to take any action include the granting of Liens and taking of all perfection actions under the law local laws of any non-U.S. such Foreign Subsidiary’s jurisdiction of formation as may be reasonably required by the Administrative Agent), (ii) to grant Liens in order to create or perfect a security interest in any assets of any Borrower or Loan Party which assets are either located outside favor of the United States or would require action under the law of any non-U.S. jurisdiction Administrative Agent in order to create or perfect a security interest therein all interests in Real Estate (other than, subject than Excluded Property) to the limitations set forth in extent required by Section 5.13 by executing and delivering to the paragraph below, stock of a first-tier Foreign Subsidiary of any Borrower or Domestic Loan Party)Administrative Agent such Real Estate Documents as the Administrative Agent shall reasonably require, and (iiiii) to deliver all such other documentation (including, without limitation, certified organizational documents, resolutions, lien searches, title insurance policies, surveys, environmental reports and legal opinions) reasonably requested by Administrative Agent and consistent with the documents delivered by the to take all such other actions as such Subsidiary would have been required to deliver and take pursuant to Section 3.1 if such Subsidiary had been a Loan Parties Party on or prior to the Closing Date or that such Subsidiary would be required to deliver pursuant to Section 3.1(b)5.13 with respect to any Real Estate. In addition, within 30 days after the date any Person becomes a Domestic direct Subsidiary of the Borrower Representative a Loan Party (or such later date as agreed to in writing by the Administrative AgentAgent in its sole discretion), the Borrower Representative shall, or shall cause the applicable Loan Party to (i) pledge all of the Capital Stock of such Domestic Subsidiary directly owned by a Loan Party (other than Excluded Property) to the Administrative Agent as security for the Obligations by executing and delivering a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, and (ii) subject to the Intercreditor Agreement, deliver the original certificates evidencing such pledged Capital Stock (if anyother than Excluded Property) to the Administrative Agent, together with appropriate powers executed in blank; provided provided, that (1) if such Person that becomes a Subsidiary is an Insurance Subsidiary, a Subsidiary of an Insurance Subsidiary or any other Subsidiary of the Borrower that has applied for an Insurance License and will become an Insurance Subsidiary or Subsidiary of an Insurance Subsidiary upon the approval of such Insurance License, this requirement to pledge all of the Capital Stock of such Person shall not apply only to the extent the pledge thereof is (or would be) deemed a change of control of such Person or is (or would be) otherwise prohibited by applicable law or regulations and (2) in the case of any Subsidiary of the Borrower that has applied for an Insurance License and will become an Insurance Subsidiary or Subsidiary of an Insurance Subsidiary upon the approval of such Insurance License, it is understood and agreed that until such approval is obtained, such Subsidiary shall not transact business or hold any material assets. For the avoidance of doubt, (x) in no event shall any Capital Stock Insurance Company, Subsidiary of an Insurance Company or any non-wholly owned Domestic other Subsidiary of the Borrower that has applied for an Insurance License and will become an Insurance Subsidiary or Subsidiary of an Insurance Subsidiary upon the approval of such Insurance License be pledged hereunder required to become a Subsidiary Loan Party, a Loan Party or a Guarantor hereunder; however, for the avoidance of doubt, in the case of the Persons described in clause (1) immediately above, each such Person shall be subject to the extent that the granting of a security interest in such Capital Stock is prohibited by the applicable joint-venture, shareholder, stock purchase or similar agreement. (b) In the event that, subsequent to the Closing Date, any Person becomes a Foreign Subsidiary, whether pursuant to formation, acquisition or otherwise, (x) the Borrower Representative shall promptly notify the Administrative Agent and the Lenders thereof covenants contained herein and (y) subject to the extent such Foreign Subsidiary is owned directly by any Loan PartySection 5.15, within 60 days after such Person becomes a Foreign Subsidiary or, if the Administrative Agent determines in its sole discretion that the Borrowers are working in good faith, such longer period as the Administrative Agent shall permit in its sole discretion, the Borrowers shall, or shall cause the applicable Loan Party to (i) pledge 65% of the issued and outstanding voting Capital Stock and 100% of the issued and outstanding non-voting Capital Stock of such Foreign Subsidiary owned by such Loan Party to the Administrative Agent as security for the Obligations pursuant to a pledge agreement in form and substance reasonably satisfactory to the Administrative Agent, (ii) deliver the original certificates evidencing such pledged Capital Stock, if any, to the Administrative Agent, together with appropriate powers executed in blank and (iii) deliver all such other documentation (including, without limitation, certified organizational documents, resolutions, lien searches and legal opinions) and to take all such other actions as the Administrative Agent may reasonably request provided, that Liens on the Capital Stock of (or other ownership interest in) a Foreign Subsidiary that are required to RRC shall be pledged shall be documented and perfected under U.S. law if the cost laws of providing a local law pledge exceeds the benefit to Lenders, as determined by Administrative Agent in its reasonable discretion; provided further that in no event shall any Capital Stock of any non-wholly owned Foreign Subsidiary be pledged hereunder Cayman Islands (to the extent that the granting of a security interest in such Capital Stock is not prohibited by the applicable joint-venture, shareholder, stock purchase or similar agreementthereunder). (c2) The Borrowers agree Subject to the Intercreditor Agreement, the Borrower agrees that, following the delivery of any Collateral Documents required to be executed and delivered by this Section, the Administrative Agent shall have a valid and enforceable, first priority perfected Lien on the property required to be pledged pursuant to subsections subsection (a) and (b) of this Section (to the extent that such Lien can be perfected by execution, delivery and/or recording of the Collateral Documents or UCC financing statements, or possession of such Collateral), free and clear of all Liens other than Permitted LiensLiens expressly permitted by Section 7.2. All actions to be taken pursuant to this Section shall be at the expense of the Borrowers Borrower or the applicable Loan Party, and shall be taken to the reasonable satisfaction of the Administrative Agent.