Common use of Collateral Documentation Clause in Contracts

Collateral Documentation. If and when the Borrower is required to grant the Administrative Agent a security interest in the Mortgage Banking Subsidiaries Note pursuant to Section 8.02(a), the Borrower shall deliver to the Administrative Agent: (i) a pledge and security agreement (the “Mortgage Banking Subsidiaries Note Pledge Agreement”), in form and substance satisfactory to the Administrative Agent, duly executed by the Borrower and each Guarantor that is a payee under the Mortgage Banking Subsidiaries Note, granting the Administrative Agent on behalf of the Lenders, a first lien on, and security interest in, the Mortgage Banking Subsidiaries Note; (ii) an endorsement or allonge to the Mortgage Banking Subsidiaries Note, in form and substance satisfactory to the Administrative Agent, duly executed by the Borrower and each Guarantor that is a payee under the Mortgage Banking Subsidiaries Note, transferring the Mortgage Banking Subsidiaries Note to the Administrative Agent on behalf of the Lenders; and (iii) a written acknowledgment duly executed by the Borrower and each Guarantor that is a payee under the Mortgage Banking Subsidiaries Note, that the Administrative Agent holds the Mortgage Banking Subsidiaries Note as Collateral for the Secured Obligations. All the foregoing documents shall be delivered to the Administrative Agent on or before the date that the Borrower is required to grant the Administrative Agent the security interest in the Mortgage Banking Subsidiaries Note. All of the documentation and other items required under this Section 8.02 must be fully satisfactory, both in form and substance, to the Administrative Agent. In addition to the foregoing, at the request of the Administrative Agent, the Borrower shall, and shall cause each Guarantor that is a payee under the Mortgage Banking Subsidiaries Note to, execute and deliver to the Administrative Agent such assignments, pledges, financing statements and other documents, and cause to be done such further acts, all as the Administrative Agent from time to time may deem necessary or appropriate to evidence, confirm, perfect or protect any security interest required to be granted to the Administrative Agent hereunder.

Collateral Documentation. If (i) The Company will cause, and when will cause each Domestic Subsidiary Guarantor to cause, all of its owned Property (but, in the Borrower is required case of issued and outstanding Capital Stock of the Pledge Subsidiaries owned thereby, the Applicable Pledge Percentage of such Capital Stock) to grant be subject at all times to first priority, perfected security interests in favor of the Administrative Agent for the benefit of the Holders of Secured Obligations to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents, subject in any case to Liens permitted by Section 7.3(F) hereof and to the delivery of such documentation following the Restatement Effective Date as the Company and the Administrative Agent shall agree in writing. Without limiting the generality of the foregoing, the Company (a) will cause the Applicable Pledge Percentage of the issued and outstanding Capital Stock of each Pledge Subsidiary directly owned by the Company or any Domestic Subsidiary Guarantor to be subject at all times to a first priority, perfected security interest in favor of the Administrative Agent to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents or such other security documents as the Administrative Agent shall reasonably request and (b) will, and will cause each Domestic Subsidiary Guarantor to, deliver Mortgages and Mortgage Banking Subsidiaries Note pursuant Instruments with respect to Section 8.02(a)each Initial Mortgaged Property and each other parcel of real Property of the Company or such Domestic Subsidiary Guarantor as the Administrative Agent shall reasonably request, the Borrower shall deliver to in each case within such time period as is reasonably required by the Administrative Agent:. Notwithstanding the foregoing, (a) no Mortgages or Mortgage Instruments or amendments thereto described on the list of closing documents referenced in Section 3(d) of the Third Amendment and Restatement Agreement and attached as Exhibit E to this Agreement are required to be delivered hereunder prior to the date which is forty-five (45) days after the Restatement Effective Date or such later date as the Administrative Agent may agree in the exercise of its reasonable discretion with respect thereto and (b) the Collateral shall not be required to include the Capital Stock of any Joint Venture to the extent the organizational documents of such Joint Venture do not permit the applicable Loan Party to pledge the Capital Stock of such Joint Venture as security for the Secured Obligations (or require the consent of another Venturer therefor), except to the extent provided in the Pledge and Security Agreement. (iii) To the extent necessary to cause the Company to comply with the proviso in Section 7.3(G)(v) in connection with a pledge Permitted Acquisition, Company will cause, and will cause each applicable Subsidiary to cause, the Applicable Pledge Percentage of the Capital Stock of an acquired Person to be subject at all times to a first priority, perfected security agreement (interest in favor of the “Mortgage Banking Subsidiaries Note Pledge Agreement”)Administrative Agent to secure the Secured Obligations in accordance with the terms and conditions of the applicable Collateral Documents, together with such resolutions, officer’s certificates, opinions of counsel and such other authorizing documentation as the Administrative Agent may reasonably request, all in form and substance reasonably satisfactory to the Administrative Agent, duly executed by the Borrower and each Guarantor that is a payee under the Mortgage Banking Subsidiaries Note, granting the Administrative Agent on behalf of the Lenders, a first lien on, and security interest in, the Mortgage Banking Subsidiaries Note; (ii) an endorsement or allonge to the Mortgage Banking Subsidiaries Note, in form and substance satisfactory to the Administrative Agent, duly executed by the Borrower and each Guarantor that is a payee under the Mortgage Banking Subsidiaries Note, transferring the Mortgage Banking Subsidiaries Note to the Administrative Agent on behalf of the Lenders; and. (iii) a written acknowledgment duly executed by the Borrower and each Guarantor that is a payee under the Mortgage Banking Subsidiaries Note, that the Administrative Agent holds the Mortgage Banking Subsidiaries Note as Collateral for the Secured Obligations. All the foregoing documents shall be delivered to the Administrative Agent on or before the date that the Borrower is required to grant the Administrative Agent the security interest in the Mortgage Banking Subsidiaries Note. All In furtherance of the documentation and other items required under this Section 8.02 must be fully satisfactory, both in form and substance, to the Administrative Agent. In addition to the foregoing, at the request of the Administrative Agent, the Borrower Company shall, and shall cause each Domestic Subsidiary Guarantor that to, upon the request of the Administrative Agent in its sole discretion, execute and delivery a pledge agreement with respect to the Applicable Pledge Percentage of the issued and outstanding Capital Stock of any Foreign Subsidiary specified by the Administrative Agent, which pledge agreement shall be governed by the law of the jurisdiction of organization of such Foreign Subsidiary, together with resolutions, officer’s certificates, opinions of counsel and such other authorizing documentation as the Administrative Agent may reasonably request, in each case, within such time period as is a payee under reasonably required by the Mortgage Banking Subsidiaries Note Administrative Agent. (iv) Subject to Section 7.3(K)(ii), following the date upon which (a) the Company shall have initially achieved Single Investment Grade Status after the Restatement Effective Date and (b) all Term Loans shall have been repaid in full in immediately available funds and so long as no Default or Unmatured Default has occurred and is continuing at such time (1) the Administrative Agent shall be authorized to, and shall promptly, execute and deliver to, the Company such documentation as the Company may reasonably request in order to release each Loan Party from the Collateral Documents and (2) the provisions of the first sentence of Section 7.2(L)(i) shall thereafter cease to be in effect. If at any time after such release, the Company achieves Springing Lien Status, the Loan Parties shall promptly comply with Section 7.2(L)(i) and the previous sentence shall thereafter cease to be in effect for the remaining term of this Agreement. (v) Notwithstanding anything to the contrary set forth herein, the Administrative Agent shall not enter into any Mortgage in respect of any real property acquired by any Loan Party after the Restatement Effective Date until the date that is (a) if such assignmentsMortgage relates to a property not located in a “special flood hazard area”, pledgesten (10) Business Days or (b) if such Mortgage relates to a property located in a “special flood hazard area”, financing statements and other documentsthirty (30) days, and cause to be done such further acts, all as after the Administrative Agent has delivered to the Lenders the following documents in respect of such real property: (i) a completed flood hazard determination from time a third party vendor; (ii) if such real property is located in a “special flood hazard area”, (A) a notification to time the applicable Loan Parties of that fact and (if applicable) notification to the applicable Loan Parties that flood insurance coverage is not available and (B) evidence of the receipt by the applicable Loan Parties of such notice; and (iii) if required by applicable Flood Laws, evidence of required flood insurance with respect to which flood insurance has been made available under applicable Flood Laws; provided that any such Mortgage may deem necessary or appropriate be entered into prior to evidence, confirm, perfect or protect any security interest required to be granted to such period expiring if the Administrative Agent hereundershall have received confirmation from each Lender that such Lender has completed any necessary flood insurance due diligence to its reasonable satisfaction.

Collateral Documentation. If (i) The Company will cause, and when will cause each Domestic Subsidiary Guarantor to cause, all of its owned Property (but, in the Borrower is required case of issued and outstanding Capital Stock of the Pledge Subsidiaries owned thereby, the Applicable Pledge Percentage of such Capital Stock) to grant be subject at all times to first priority, perfected security interests in favor of the Administrative Agent for the benefit of the Holders of Secured Obligations to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents, subject in any case to Liens permitted by Section 7.3(F) hereof and to the delivery of such documentation following the Restatement Effective Date as the Company and the Administrative Agent shall agree in writing. Without limiting the generality of the foregoing, the Company (a) will cause the Applicable Pledge Percentage of the issued and outstanding Capital Stock of each Pledge Subsidiary directly owned by the Company or any Domestic Subsidiary Guarantor to be subject at all times to a first priority, perfected security interest in favor of the Administrative Agent to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents or such other security documents as the Administrative Agent shall reasonably request and (b) will, and will cause each Domestic Subsidiary Guarantor to, deliver Mortgages and Mortgage Banking Subsidiaries Note pursuant Instruments with respect to Section 8.02(a)each Initial Mortgaged Property and each other item of real Property of the Company or such Domestic Subsidiary Guarantor as the Administrative Agent shall reasonably request, the Borrower shall deliver to in each case within such time period as is reasonably required by the Administrative Agent: . Notwithstanding the foregoing, (ia) a pledge no Mortgages or Mortgage Instruments or amendments thereto described on the list of closing documents referenced in Section 4(d) of the Second Amendment and security agreement (the “Mortgage Banking Subsidiaries Note Pledge Agreement”), in form Restatement Agreement and substance satisfactory attached as Exhibit E to this Agreement are required to be delivered hereunder prior to the Administrative Agent, duly executed by date which is forty-five (45) days after the Borrower and each Guarantor that is a payee under the Mortgage Banking Subsidiaries Note, granting Restatement Effective Date or such later date as the Administrative Agent on behalf may agree in the exercise of its reasonable discretion with respect thereto and (b) the Lenders, a first lien on, and Collateral shall not be required to include the Capital Stock of any Joint Venture to the extent the organizational documents of such Joint Venture do not permit the applicable Loan Party to pledge the Capital Stock of such Joint Venture as security interest in, for the Mortgage Banking Subsidiaries Note;Secured Obligations (or require the consent of another Venturer therefor). (ii) an endorsement or allonge to the Mortgage Banking Subsidiaries Note, in form and substance satisfactory to the Administrative Agent, duly executed by the Borrower and each Guarantor that is a payee under the Mortgage Banking Subsidiaries Note, transferring the Mortgage Banking Subsidiaries Note to the Administrative Agent on behalf In furtherance of the Lenders; and (iii) a written acknowledgment duly executed by the Borrower and each Guarantor that is a payee under the Mortgage Banking Subsidiaries Note, that the Administrative Agent holds the Mortgage Banking Subsidiaries Note as Collateral for the Secured Obligations. All the foregoing documents shall be delivered to the Administrative Agent on or before the date that the Borrower is required to grant the Administrative Agent the security interest in the Mortgage Banking Subsidiaries Note. All of the documentation and other items required under this Section 8.02 must be fully satisfactory, both in form and substance, to the Administrative Agent. In addition to the foregoing, at the request of the Administrative Agent, the Borrower Company shall, and shall cause each Domestic Subsidiary Guarantor that to, upon the request of the Administrative Agent in its sole discretion, execute and delivery a pledge agreement with respect to the Applicable Pledge Percentage of the issued and outstanding Capital Stock of any Foreign Subsidiary specified by the Administrative Agent, which pledge agreement shall be governed by the law of the jurisdiction of organization of such Foreign Subsidiary, together with resolutions, officer’s certificates, opinions of counsel and such other authorizing documentation as the Administrative Agent may reasonably request, in each case, within such time period as is a payee under reasonably required by the Mortgage Banking Subsidiaries Note Administrative Agent. (iii) Subject to Section 7.3(K)(ii), following the date upon which (a) the Company shall have initially achieved Single Investment Grade Status after the Restatement Effective Date and (b) all Term Loans shall have been repaid in full in immediately available funds and so long as no Default or Unmatured Default has occurred and is continuing at such time (1) the Administrative Agent shall be authorized to, and shall promptly, execute and deliver to, the Company such documentation as the Company may reasonably request in order to release each Loan Party from the Administrative Agent such assignments, pledges, financing statements Collateral Documents and other documents, and cause (2) the provisions of the first sentence of Section 7.2(L)(i) shall thereafter cease to be done in effect. If at any time after such further actsrelease, all as the Administrative Agent from time to time may deem necessary or appropriate to evidenceCompany achieves Springing Lien Status, confirm, perfect or protect any security interest required the Loan Parties shall promptly comply with Section 7.2(L)(i) and the previous sentence shall thereafter cease to be granted to in effect for the Administrative Agent hereunderremaining term of this Agreement.

Collateral Documentation. If and when the Borrower Company is required to grant the Administrative Agent a security interest in the Mortgage Banking Subsidiaries Note pursuant to Section 8.02(a), the Borrower Company shall deliver to the Administrative Agent: (i) a pledge and security agreement (the “"Mortgage Banking Subsidiaries Note Pledge Agreement”"), in form and substance satisfactory to the Administrative Agent, duly executed by the Borrower Company and each Guarantor that is a payee under the Mortgage Banking Subsidiaries Note, granting the Administrative Agent on behalf of the Lenders, a first lien on, and security interest in, the Mortgage Banking Subsidiaries Note; (ii) an endorsement or allonge to the Mortgage Banking Subsidiaries Note, in form and substance satisfactory to the Administrative Agent, duly executed by the Borrower and each Guarantor that is a payee under the Mortgage Banking Subsidiaries Note, transferring the Mortgage Banking Subsidiaries Note to the Administrative Agent on behalf of the Lenders; and (iii) a written acknowledgment duly executed by the Borrower and each Guarantor that is a payee under the Mortgage Banking Subsidiaries Note, that the Administrative Agent holds the Mortgage Banking Subsidiaries Note as Collateral for the Secured Obligations. All the foregoing documents shall be delivered to the Administrative Agent on or before the date that the Borrower Company is required to grant the Administrative Agent the security interest in the Mortgage Banking Subsidiaries Note. All of the documentation and other items required under this Section 8.02 must be fully satisfactory, both in form and substance, to the Administrative Agent. In addition to the foregoing, at the request of the Administrative Agent, the Borrower Company shall, and shall cause each Guarantor that is a payee under the Mortgage Banking Subsidiaries Note to, execute and deliver to the Administrative Agent such assignments, pledges, financing statements and other documents, and cause to be done such further acts, all as the Administrative Agent from time to time may deem necessary or appropriate to evidence, confirm, perfect or protect any security interest required to be granted to the Administrative Agent hereunder.

Collateral Documentation. If (i) The Company will cause, and when will cause each Domestic Subsidiary Guarantor to cause, all of its owned Property (but, in the Borrower is required case of issued and outstanding Capital Stock of the Pledge Subsidiaries owned thereby, the Applicable Pledge Percentage of such Capital Stock) to grant be subject at all times to first priority, perfected security interests in favor of the Administrative Agent for the benefit of the Holders of Secured Obligations to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents, subject in any case to Liens permitted by Section 7.3(F) hereof and to the delivery of such documentation following the Restatement Effective Date as the Company and the Administrative Agent shall agree in writing. Without limiting the generality of the foregoing, the Company (a) will cause the Applicable Pledge Percentage of the issued and outstanding Capital Stock of each Pledge Subsidiary directly owned by the Company or any Domestic Subsidiary Guarantor to be subject at all times to a first priority, perfected security interest in favor of the Administrative Agent to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents or such other security documents as the Administrative Agent shall reasonably request and (b) will, and will cause each Domestic Subsidiary Guarantor to, deliver Mortgages and Mortgage Banking Subsidiaries Note pursuant Instruments with respect to Section 8.02(a)each Initial Mortgaged Property and each other item of real Property of the Company or such Domestic Subsidiary Guarantor as the Administrative Agent shall reasonably request, the Borrower shall deliver to in each case within such time period as is reasonably required by the Administrative Agent: . Notwithstanding the foregoing, (ia) a pledge no Mortgages or Mortgage Instruments described on the list of closing documents referenced in Section 4(d) of the Amendment and security agreement (the “Mortgage Banking Subsidiaries Note Pledge Agreement”), in form Restatement Agreement and substance satisfactory attached as Exhibit E to this Agreement are required to be delivered hereunder prior to the Administrative Agent, duly executed by date which is forty-five (45) days after the Borrower and each Guarantor that is a payee under the Mortgage Banking Subsidiaries Note, granting Restatement Effective Date or such later date as the Administrative Agent on behalf may agree in the exercise of its reasonable discretion with respect thereto and (b) the Lenders, a first lien on, and Collateral shall not be required to include the Capital Stock of any Joint Venture to the extent the organizational documents of such Joint Venture do not permit the applicable Loan Party to pledge the Capital Stock of such Joint Venture as security interest in, for the Mortgage Banking Subsidiaries Note;Secured Obligations (or require the consent of another Venturer therefor). (ii) an endorsement or allonge to the Mortgage Banking Subsidiaries Note, in form and substance satisfactory to the Administrative Agent, duly executed by the Borrower and each Guarantor that is a payee under the Mortgage Banking Subsidiaries Note, transferring the Mortgage Banking Subsidiaries Note to the Administrative Agent on behalf In furtherance of the Lenders; and (iii) a written acknowledgment duly executed by the Borrower and each Guarantor that is a payee under the Mortgage Banking Subsidiaries Note, that the Administrative Agent holds the Mortgage Banking Subsidiaries Note as Collateral for the Secured Obligations. All the foregoing documents shall be delivered to the Administrative Agent on or before the date that the Borrower is required to grant the Administrative Agent the security interest in the Mortgage Banking Subsidiaries Note. All of the documentation and other items required under this Section 8.02 must be fully satisfactory, both in form and substance, to the Administrative Agent. In addition to the foregoing, at the request of the Administrative Agent, the Borrower Company shall, and shall cause each Domestic Subsidiary Guarantor that to, upon the request of the Administrative Agent in its sole discretion, execute and delivery a pledge agreement with respect to the Applicable Pledge Percentage of the issued and outstanding Capital Stock of any Foreign Subsidiary specified by the Administrative Agent, which pledge agreement shall be governed by the law of the jurisdiction of organization of such Foreign Subsidiary, together with resolutions, officer’s certificates, opinions of counsel and such other authorizing documentation as the Administrative Agent may reasonably request, in each case, within such time period as is a payee under reasonably required by the Mortgage Banking Subsidiaries Note Administrative Agent. (iii) Subject to Section 7.3(K)(ii), following the date upon which (a) the Company shall have initially achieved Single Investment Grade Status after the Restatement Effective Date and (b) all Term Loans shall have been repaid in full in immediately available funds and so long as no Default or Unmatured Default has occurred and is continuing at such time (1) the Administrative Agent shall be authorized to, and shall promptly, execute and deliver to, the Company such documentation as the Company may reasonably request in order to release each Loan Party from the Administrative Agent such assignments, pledges, financing statements Collateral Documents and other documents, and cause (2) the provisions of the first sentence of Section 7.2(L)(i) shall thereafter cease to be done in effect. If at any time after such further actsrelease, all as the Administrative Agent from time to time may deem necessary or appropriate to evidenceCompany achieves Springing Lien Status, confirm, perfect or protect any security interest required the Loan Parties shall promptly comply with Section 7.2(L)(i) and the previous sentence shall thereafter cease to be granted to in effect for the Administrative Agent hereunderremaining term of this Agreement.

Collateral Documentation. If and when In each instance that the Borrower is required to grant the Administrative Agent a Mortgage on or security interest in the Mortgage Banking Subsidiaries Note one of its assets pursuant to Section 8.02(a)any of the foregoing provisions of this Article VIII, the Borrower shall deliver to the Administrative AgentAgent the following documentation: (a) If the asset is Real Estate: (i) a pledge duly executed and security agreement (the “Mortgage Banking Subsidiaries Note Pledge Agreement”)acknowledged instrument, in form and substance satisfactory to the Administrative Agent, granting the Agent, on behalf of the Lenders, a First Mortgage or Junior Mortgage, as the case may be, on the Real Estate; (ii) a mortgagee's title insurance policy, issued by a substantial and reputable title insurance company satisfactory to the Agent, insuring the lien of the Mortgage and listing the Agent as the insured party and containing such endorsements as shall be requested by the Agent; (iii) a phase I environmental report issued in favor of the Agent by an environmental engineering firm which is fully satisfactory to the Agent indicating the that property is free from all hazardous substances and environmental concerns; and (iv) such other documentation as the Agent may reasonably request (including, without limitation, an Assignment of Leases, Rents and Profits, UCC-1 Financing Statements, collateral assignments of agreements relating to the relevant property, a survey of the property, and insurance certificates naming the Agent under a mortgagee endorsement which is acceptable to Agent). (b) If the asset is a Mortgage Receivable: (i) a duly executed by and acknowledged assignment, in form and substance satisfactory to the Agent, of such Mortgage Receivable to the Agent on behalf of the Lenders; (ii) the original promissory note (duly endorsed to the Agent, on behalf of the Lenders) and the original Mortgage documents; (iii) either (x) an existing title insurance policy insuring the lien of the Mortgage and listing the Borrower as the insured party, together with an endorsement thereof to the Agent, or (y) a mortgagee's title insurance policy, issued by a substantial and each Guarantor reputable title insurance company satisfactory to the Agent, insuring the lien of the Mortgage and listing the Agent as insured party; (iv) an opinion of counsel to the Borrower, dated the date of execution and delivery of the assignment and addressed to the Lenders, to the effect that, subject to due compliance with the recording and/or filing requirements of applicable law, the Agent has a valid and perfected security interest in the Mortgage Receivable. The Borrower shall instruct its counsel to prepare its opinion and deliver it to Lenders for their benefit, and such opinion shall contain a statement to such effect; (v) a phase I environmental report issued in favor of the Agent by an environmental engineering firm which is fully satisfactory to the Agent indicating that the property is a payee under free from all hazardous substances and environmental concerns; and (vi) such additional documentation as the Agent may reasonably request. (c) If the asset is the Mortgage Banking Subsidiaries Note: (i) a duly executed pledge and security agreement, in form and substance satisfactory to Agent, granting the Administrative Agent on behalf of the Lenders, a first lien on, and security interest in, the Mortgage Banking Subsidiaries Note; (ii) an endorsement or allonge to the Mortgage Banking Subsidiaries Note, in form and substance satisfactory to the Administrative Agent, duly executed by the Borrower and each Guarantor that is a payee under the Mortgage Banking Subsidiaries Note, transferring the Mortgage Banking Subsidiaries Note to the Administrative Agent on behalf of the Lenders; and (iii) a written acknowledgment duly executed by from the Borrower and each Guarantor that is a payee under the Mortgage Banking Subsidiaries Note, Company that the Administrative Agent holds the Mortgage Banking Subsidiaries Note as Collateral for the Secured Obligations. (d) If the asset is unrestricted cash and/or Net Proceeds referred to in clauses (i) or (ii) of the definition of "Borrowing Base" in Section 2.01, the Borrower shall execute and deliver to the Agent such collateral assignments, security agreements, cash collateral agreements and financing statements in respect thereof as shall be requested by the Agent from time to time. All the foregoing documents shall be delivered to the Administrative Agent on or before the date that the Borrower is required to grant the Administrative Agent the relevant Mortgage or security interest interest, except that the items specified in clauses (a)(ii) and (b)(iii) above shall be delivered to the Agent as soon as available, but in no event more than 30 days after the date of recording of the relevant Mortgage Banking Subsidiaries Noteor assignment. All of the documentation and other items required under this Section 8.02 8.05 must be fully satisfactory, both in form and substance, to the Administrative Agent. In addition to the foregoing, the Borrower shall, at the request of the Administrative Agent, the Borrower shall, and shall cause each Guarantor that is a payee under the Mortgage Banking Subsidiaries Note to, execute and deliver to the Administrative Agent such assignments, pledges, deeds, Mortgages, financing statements and other documents, and cause to be done such further acts, all as the Administrative Agent from time to time may deem necessary or appropriate to evidence, confirm, perfect or protect any Mortgage or security interest required to be granted to the Administrative Agent hereunder.

Collateral Documentation. If (i) The Company will cause, and when will cause each Subsidiary Guarantor to cause, all of its owned Property (or, in the Borrower is required case of any Foreign Subsidiary Guarantor, the Applicable Pledge Percentage of the issued and outstanding Capital Stock of the Pledge Subsidiaries owned thereby and all intercompany notes payable thereto) to grant be subject at all times to first priority, perfected security interests in favor of the Administrative Agent for the benefit of the Holders of Secured Obligations to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents, subject in any case to Liens permitted by Section 7.3(F) hereof and to the delivery of such documentation following the Closing Date as the Company and the Administrative Agent shall agree in writing. Without limiting the generality of the foregoing, the Company will (a) cause the Applicable Pledge Percentage of the issued and outstanding Capital Stock of each Pledge Subsidiary directly owned by the Company or any other Loan Party to be subject at all times to a first priority, perfected security interest in favor of the Administrative Agent to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents or such other security documents as the Administrative Agent shall reasonably request and (b) will, and will cause each Domestic Subsidiary Guarantor to, deliver Mortgages and Mortgage Banking Subsidiaries Note Instruments with respect to each Initial Mortgaged Property and each other item of real Property of the Company or such Domestic Subsidiary Guarantor as the Administrative Agent shall reasonably request, in each case within such time period as is reasonably required by the Administrative Agent. Notwithstanding the foregoing, (a) no such Mortgages and Mortgage Instruments are required to be delivered hereunder prior to September 30, 2006 or such later date as the Administrative Agent may agree in the exercise of its reasonable discretion with respect thereto, (b) the Collateral shall not be required to include the Capital Stock of any Joint Venture to the extent the organizational documents of such Joint Venture do not permit the applicable Loan Party to pledge the Capital Stock of such Joint Venture as security for the Secured Obligations (or require the consent of another Venturer therefor) and (c) Emissions Technologies shall not be required to execute and deliver any Collateral Documents under this Section 7.2(L)(i) prior to the date on which it shall become a Subsidiary Guarantor pursuant to Section 8.02(a7.2(K)(iv), the Borrower shall deliver to the Administrative Agent: (i) a pledge and security agreement (the “Mortgage Banking Subsidiaries Note Pledge Agreement”), in form and substance satisfactory to the Administrative Agent, duly executed by the Borrower and each Guarantor that is a payee under the Mortgage Banking Subsidiaries Note, granting the Administrative Agent on behalf of the Lenders, a first lien on, and security interest in, the Mortgage Banking Subsidiaries Note;. (ii) an endorsement or allonge to the Mortgage Banking Subsidiaries Note, in form and substance satisfactory to the Administrative Agent, duly executed by the Borrower and each Guarantor that is a payee under the Mortgage Banking Subsidiaries Note, transferring the Mortgage Banking Subsidiaries Note to the Administrative Agent on behalf In furtherance of the Lenders; and (iii) a written acknowledgment duly executed by the Borrower and each Guarantor that is a payee under the Mortgage Banking Subsidiaries Note, that the Administrative Agent holds the Mortgage Banking Subsidiaries Note as Collateral for the Secured Obligations. All the foregoing documents shall be delivered to the Administrative Agent on or before the date that the Borrower is required to grant the Administrative Agent the security interest in the Mortgage Banking Subsidiaries Note. All of the documentation and other items required under this Section 8.02 must be fully satisfactory, both in form and substance, to the Administrative Agent. In addition to the foregoing, at the request of the Administrative Agent, the Borrower Company shall, and shall cause each Subsidiary Guarantor that to, upon the request of the Administrative Agent in its sole discretion, execute and delivery a pledge agreement with respect to the Applicable Pledge Percentage of the issued and outstanding Capital Stock of any Foreign Subsidiary specified by the Administrative Agent, which pledge agreement shall be governed by the law of the jurisdiction of organization of such Foreign Subsidiary, together with resolutions, officer’s certificates, opinions of counsel and such other authorizing documentation as the Administrative Agent may reasonably request, in each case, within such time period as is a payee under reasonably required by the Mortgage Banking Subsidiaries Note Administrative Agent. (iii) Subject to Section 7.3(K)(ii), following the date upon which (a) the Company shall have initially achieved Single Investment Grade Status after the Closing Date and (b) the Term Loan shall have been repaid in full in immediately available funds (1) the Administrative Agent shall be authorized to, and shall promptly, execute and deliver to, the Company such documentation as the Company may reasonably request in order to release each Loan Party from the Administrative Agent such assignments, pledges, financing statements Collateral Documents and other documents, and cause (2) the provisions of the first sentence of Section 7.2(L)(i) shall thereafter cease to be done in effect. If at any time after such further actsrelease, all as the Administrative Agent from time to time may deem necessary or appropriate to evidenceCompany achieves Springing Lien Status, confirm, perfect or protect any security interest required the Loan Parties shall promptly comply with Section 7.2(L)(i) and the previous sentence shall thereafter cease to be granted to in effect for the Administrative Agent hereunderremaining term of this Agreement.