Common use of Collateral Requirement Clause in Contracts

Collateral Requirement. (i) Upon the occurrence of the Collateral Requirement, each of the Loan Parties will grant to the Agent for the benefit of the Secured Parties, substantially contemporaneously with the grant to the holders of such Specified Secured Indebtedness, valid and perfected security interests in all of the Non-ABL Priority Collateral of the Loan Parties that will secure Specified Secured Indebtedness pursuant to clause (6)(B) of the definition of “Permitted Liens” (other than any Real Estate) that triggered such Collateral Requirement (such Specified Secured Indebtedness, the “Applicable Specified Secured Indebtedness”) and which Non-ABL Priority Collateral is not covered by the then existing Security Documents by entering into additional Security Documents (the “Additional Security Documents”) that are in form and substance reasonably acceptable to the Agent. (ii) All such security interests shall be granted pursuant to documentation consistent with the security documentation granted to the holders of the Applicable Specified Secured Indebtedness and otherwise reasonably satisfactory in form and substance to the Agent and (subject to exceptions as are acceptable to the holders of the Applicable Specified Secured Indebtedness and otherwise reasonably acceptable to the Agent) shall constitute, upon taking all necessary perfection action (which the Loan Parties agree to promptly take) valid and enforceable perfected security interests (except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law)), superior to and prior to the rights of all third Persons (other than the holders of the Applicable Specified Secured Indebtedness) and subject to no other Liens except for Permitted Liens. The Additional Security Documents or instruments related thereto shall be duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect (subject to exceptions as are acceptable to the holders of the Applicable Specified Secured Indebtedness and otherwise reasonably acceptable to the Agent) the Liens in favor of the Collateral Agent required to be granted pursuant to such Additional Security Documents and all Taxes, fees and other charges payable in connection therewith shall be paid in full. (iii) Each Agent and each Lender agrees that, notwithstanding anything to the contrary in this Section 7.01(q), no Loan Party shall be required to grant any Lien on or security interest in any Non-ABL Priority Collateral, or take any action to establish, perfect, preserve or protect any such Lien or security interest, except and only to the extent such Lien or security interest is granted to, or such action to establish, perfect, preserve or protect any such Lien or security interest is required by, the holders of the Applicable Specified Secured Indebtedness or their representative. (iv) At such time as the Lien on or security interest in such Non-ABL Priority Collateral is released by the holders of the Applicable Specified Secured Indebtedness, subject to the terms of this Section 7.01(q) with respect to any other Specified Secured Indebtedness, the Agent shall, and it hereby authorized to, release the Lien on and security interest in such Non-ABL Priority Collateral held by the Agent.

Collateral Requirement. The Borrower hereby represents, warrants and undertakes to the Lender as follows: (a) As of the date hereof, PPL Energy Supply is a wholly owned subsidiary of the Borrower and its Credit Ratings are BBB by S&P or Baa2 by Moody's. (b) The Borrower will notify the Lender promptly of any downgrade in PPL Energy Supply's Credit Ratings. (c) If PPL Energy Supply's Credit Ratings are downgraded below BBB by S&P and Baa2 by Moody's, the Borrower will (i) Upon promptly (and, in any event with ten (10) days) thereafter notify the occurrence of the Collateral Requirement, each of the Loan Parties will grant Lender thereof and (ii) cause PPL Energy Supply to provide to the Agent for the benefit Lender, within thirty (30) days thereafter, (x) a letter of the Secured Partiescredit, substantially contemporaneously with the grant to the holders of such Specified Secured Indebtedness, valid and perfected security interests in all of the Non-ABL Priority Collateral of the Loan Parties that will secure Specified Secured Indebtedness pursuant to clause (6)(B) of the definition of “Permitted Liens” (other than any Real Estate) that triggered such Collateral Requirement (such Specified Secured Indebtedness, the “Applicable Specified Secured Indebtedness”) and which Non-ABL Priority Collateral is not covered by the then existing Security Documents by entering into additional Security Documents (the “Additional Security Documents”) that are in form and substance reasonably acceptable to the Agent. Lender, from any of PPL Energy Supply's then-existing credit facilities (ii) All or, if no such security interests shall credit facility exists or PPL Energy Supply is unable to cause a letter of credit to be granted pursuant to documentation consistent with the security documentation granted to the holders of the Applicable Specified Secured Indebtedness and otherwise reasonably satisfactory in form and substance to the Agent and (subject to exceptions as are acceptable to the holders of the Applicable Specified Secured Indebtedness and otherwise issued thereunder, from an Investment Grade Entity reasonably acceptable to the AgentLender), or (y) other comparable form of credit support acceptable to the Lender in its sole discretion, in each case in a face or principal amount equal to the aggregate principal amount of all Loans then outstanding plus any accrued and unpaid interest thereon; provided, that the Lender shall constitute, not thereafter be required to make any additional Loans to the Borrower unless and until the face or principal amount of such letter of credit or other comparable form of credit support is increased by the amount of any such additional Loans. The Lender shall be entitled to draw upon taking all necessary perfection action (which any such letter of credit or other comparable form of credit support only in the Loan Parties agree to promptly take) valid amount and enforceable perfected security interests (except to the extent that the enforceability thereof may be limited by applicable bankruptcyBorrower fails to make a payment in accordance with the terms of this Agreement. In the event that, insolvency, reorganization, moratorium at any time after the issuance of any such letter of credit or other similar laws generally affecting creditors’ rights and by equitable principles (regardless comparable form of whether enforcement is sought in equity or at law)), superior to and prior to the rights of all third Persons (other than the holders of the Applicable Specified Secured Indebtedness) and subject to no other Liens except for Permitted Liens. The Additional Security Documents or instruments related thereto shall be duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect (subject to exceptions as are acceptable to the holders of the Applicable Specified Secured Indebtedness and otherwise reasonably acceptable to the Agent) the Liens credit support in favor of the Collateral Agent required Lender, this Agreement is terminated in accordance with its terms (other as a result of the termination of the Commitment pursuant to Section 5.01 while any amounts are outstanding hereunder) or PPL Energy Supply's Credit Ratings are upgraded to BBB or above by S&P or Baa2 or above by Moody's, then the Lender shall return to PPL Energy Supply such letter of credit or other comparable form of credit support for cancellation (or otherwise cause such letter of credit or other comparable form of credit support to be granted pursuant to such Additional Security Documents and all Taxes, fees and other charges payable in connection therewith shall be paid in fullcancelled). (iii) Each Agent and each Lender agrees that, notwithstanding anything to the contrary in this Section 7.01(q), no Loan Party shall be required to grant any Lien on or security interest in any Non-ABL Priority Collateral, or take any action to establish, perfect, preserve or protect any such Lien or security interest, except and only to the extent such Lien or security interest is granted to, or such action to establish, perfect, preserve or protect any such Lien or security interest is required by, the holders of the Applicable Specified Secured Indebtedness or their representative. (iv) At such time as the Lien on or security interest in such Non-ABL Priority Collateral is released by the holders of the Applicable Specified Secured Indebtedness, subject to the terms of this Section 7.01(q) with respect to any other Specified Secured Indebtedness, the Agent shall, and it hereby authorized to, release the Lien on and security interest in such Non-ABL Priority Collateral held by the Agent.

Collateral Requirement. (ia) Upon the occurrence of the Collateral Requirement, each of the Loan Credit Parties will grant to the Collateral Agent for the benefit of the Secured Parties, substantially contemporaneously with the grant to the holders of such Specified Secured Indebtedness, Creditors valid and perfected security interests and Mortgages (to the extent applicable) in all of the Non-ABL Priority Collateral of the Loan Credit Parties that will secure the Specified Secured Indebtedness pursuant to clause (6)(B) of the definition of “Permitted Liens” (other than any Real Estateunder Section 10.01(vi) that triggered such Collateral Requirement (such Specified Secured Indebtedness, the “Applicable Specified Secured Indebtedness”) and which Non-ABL Priority Collateral is not covered by the then existing Security Documents by entering into additional Additional Security Documents (the “Additional Security Documents”) that are in form and substance reasonably acceptable to the Administrative Agent; provided that solely with respect to the U.S. Subfacility or any borrowing by any U.S. Borrower under the Canadian Subfacility, the pledge of the outstanding capital stock of any FSHCO or CFC directly owned by a U.S. Credit Party shall be limited to (x) no more than sixty-five percent (65%) of the total combined voting power for all classes of the voting capital stock (including, for the avoidance of doubt, any instrument treated as stock for U.S. federal income tax purposes) of such FSHCO or CFC and (y) one-hundred percent (100%) of the non-voting capital stock of such FSHCO or CFC. (iib) All such security interests and Mortgages shall be granted pursuant to documentation consistent with the security documentation granted to the holders of the Applicable Specified Secured Indebtedness and otherwise reasonably satisfactory in form and substance to the Administrative Agent and (subject to exceptions as are acceptable to the holders of the Applicable Specified Secured Security Indebtedness and otherwise reasonably acceptable to the Administrative Agent) shall constitute, upon taking all necessary perfection (or the equivalent with respect to each Canadian Credit Party under applicable law in Canada and each English Credit Party under the relevant applicable law in the U.K.) action (which the Loan Credit Parties agree to promptly take) valid and enforceable perfected (or the equivalent with respect to each Canadian Credit Party under applicable law in Canada and each English Credit Party under the relevant applicable law in the U.K.) security interests and Mortgages (except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law)), superior to and prior to the rights of all third Persons (other than the holders of the Applicable Specified Secured Indebtedness) and subject to no other Liens except for Permitted Liens. The Additional Security Documents or instruments related thereto shall be duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect (subject to exceptions as are acceptable to the holders of the Applicable Specified Secured Security Indebtedness and otherwise reasonably acceptable to the Administrative Agent) the Liens in favor of the Collateral Agent required to be granted pursuant to such Additional Security Documents and all Taxes, fees and other charges payable in connection therewith shall be paid in full. Notwithstanding any other provision in this Agreement or any other Credit Document and solely with respect to the U.S. Subfacility or any borrowing by any U.S. Borrower under the Canadian Subfacility, no FSHCO, Foreign Subsidiary, or Domestic Subsidiary of a Foreign Subsidiary that is a CFC shall be required to pledge, nor shall the U.S. Collateral include, any of its assets to secure any obligations of the U.S. Credit Parties under the Credit Documents relating to the U.S. Subfacility or any borrowing by any U.S. Borrower under the Canadian Subfacility or guarantee the obligations of the Company under the Credit Documents relating to the U.S. Subfacility or any borrowing by any U.S. Borrower under the Canadian Subfacility. (c) If following the occurrence and during the continuation of the Collateral Requirement the Administrative Agent reasonably determines that it or the Lenders are required by law or regulation to have appraisals prepared in respect of any Mortgaged Property, the Company will, at its own expense, provide to the Administrative Agent appraisals which satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of the Financial Institution Reform, Recovery and Enforcement Act of 1989, as amended, and which shall otherwise be in form and substance reasonably satisfactory to the Administrative Agent. (d) If any Mortgages are to be delivered in connection with a Collateral Requirement, the Administrative Agent shall have received a completed “Life-of-Loan” Federal Emergency Management Agency standard flood hazard determination with respect to each Mortgaged Property (together with a notice about special flood hazard area status and flood disaster assistance duly executed by the applicable Credit Party relating thereto) and a certificate as to coverage under, and a declaration page relating to, the insurance policies required by Section 9.03 (including, without limitation, flood insurance policies) and the applicable provisions of the Security Documents, each of which (i) shall be endorsed or otherwise amended to include a “standard” or “New York” lender’s loss payable or mortgagee endorsement (as applicable), (ii) shall name the Collateral Agent, on behalf of the Secured Creditors, as additional insured, (iii) in the case of flood insurance, shall (a) identify the addresses of each property located in a special flood hazard area, (b) indicate the applicable flood zone designation, the flood insurance coverage and the deductible relating thereto and (c) provide that the insurer will give the Collateral Agent 45 days written notice of cancellation or non-renewal and (iv) shall be otherwise in form and substance satisfactory to the Administrative Agent. (e) Each Agent and each Lender agrees that, notwithstanding anything to the contrary in this Section 7.01(q)9.14, (i) no Loan Credit Party shall be required to grant any Lien on or security interest in any Non-ABL Priority Collateral, or, except to the extent the Lenders are required by law to require the actions set forth in Section 9.14(c) or 9.14(d), take any action to establish, perfect, preserve or protect any such Lien or security interest, except and only to the extent such Lien or security interest is granted to, or such action to establish, perfect, preserve or protect any such Lien or security interest is required by, the holders of the Applicable Specified Secured Indebtedness or their representative. representative and (ivii) At as such time as the Lien on or security interest in such Non-ABL Priority Collateral is released by the holders of the Applicable Specified Secured Indebtedness, subject to the terms of this Section 7.01(q) with respect to any other Specified Secured Indebtedness, the Collateral Agent shall, and it hereby authorized to, release the Lien on and security interest in such Non-ABL Priority Collateral held by the Collateral Agent. (f) Each Borrower and each Restricted Subsidiary agrees that the requirements of this Section 9.14 shall be satisfied (or waived by the Administrative Agent) as soon as reasonably practicable but in no event later than the date on which any of the foregoing actions are required to be taken for the benefit of the holders of the Applicable Specified Secured Indebtedness secured by such Non-ABL Priority Collateral (subject to exceptions as are reasonably acceptable to the Administrative Agent). (g) In the event that any Applicable Specified Secured Indebtedness is repaid, or the holders thereof release all Liens and security interests in the ABL Priority Collateral securing such Applicable Specified Secured Indebtedness or release their Liens and security interests in the Non-ABL Priority Collateral, then the Collateral Requirement with respect to such Applicable Specified Indebtedness shall terminate and, subject to the terms of this Section 9.14 with respect to any other Specified Secured Indebtedness, the Administrative Agent and the Collateral Agent will release the Liens and security interests in the Non-ABL Priority Collateral as security for the Obligations.

Collateral Requirement. (i) Upon the occurrence of the Collateral Requirement, each of the Loan Parties will grant to the Agent for the benefit of the Secured Parties, substantially contemporaneously with the grant to the holders of such Specified Secured Indebtedness, valid and perfected security interests in all of the Non-ABL Priority Collateral of the Loan Parties that will secure Specified Secured Indebtedness pursuant to clause (6)(B) of the definition of “Permitted Liens” (other than any Real Estate) that triggered such Collateral Requirement (such Specified Secured Indebtedness, the “Applicable Specified Secured Indebtedness”) and which Non-ABL Priority Collateral is not covered by the then existing Security Documents by entering into additional Security Documents (the “Additional Security Documents”) that are in form and substance reasonably acceptable to the Agent. (ii) All such security interests shall be granted pursuant to documentation consistent with the security documentation granted to the holders of the Applicable Specified Secured Indebtedness and otherwise reasonably satisfactory in form and substance to the Agent and (subject to exceptions as are acceptable to the holders of the Applicable Specified Secured Indebtedness and otherwise reasonably acceptable to the Agent) shall constitute, upon taking all necessary perfection action (which the Loan Parties agree to promptly take) valid and enforceable perfected security interests (except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law)), superior to and prior to the rights of all third Persons (other than the holders of the Applicable Specified Secured Indebtedness) and subject to no other Liens except for Permitted Liens. The Additional Security Documents or instruments related thereto shall be duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect (subject to exceptions as are acceptable to the holders of the Applicable Specified Secured Indebtedness and otherwise reasonably acceptable to the Agent) the Liens in favor of the Collateral Agent required to be granted pursuant to such Additional Security Documents and all Taxes, fees and other charges payable in connection therewith shall be paid in full.protect (iii) Each Agent and each Lender agrees that, notwithstanding anything to the contrary in this Section 7.01(q), no Loan Party shall be required to grant any Lien on or security interest in any Non-ABL Priority Collateral, or take any action to establish, perfect, preserve or protect any such Lien or security interest, except and only to the extent such Lien or security interest is granted to, or such action to establish, perfect, preserve or protect any such Lien or security interest is required by, the holders of the Applicable Specified Secured Indebtedness or their representative. (iv) At such time as the Lien on or security interest in such Non-ABL Priority Collateral is released by the holders of the Applicable Specified Secured Indebtedness, subject to the terms of this Section 7.01(q) with respect to any other Specified Secured Indebtedness, the Agent shall, and it hereby authorized to, release the Lien on and security interest in such Non-ABL Priority Collateral held by the Agent.

Collateral Requirement. (ia) Upon the occurrence of the Collateral Requirement, each of the Loan Credit Parties will grant to the Collateral Agent for the benefit of the Secured Parties, substantially contemporaneously with the grant to the holders of such Specified Secured Indebtedness, Creditors valid and perfected security interests and Mortgages (to the extent applicable) in all of the Non-ABL Priority Collateral of the Loan Credit Parties that will secure the Specified Secured Indebtedness pursuant to clause (6)(B) of the definition of “Permitted Liens” (other than any Real Estateunder Section 10.01(vi) that triggered such Collateral Requirement (such Specified Secured Indebtedness, the “Applicable Specified Secured Indebtedness”) and which Non-ABL Priority Collateral is not covered by the then existing Security Documents by entering into additional Additional Security Documents (the “Additional Security Documents”) that are in form and substance reasonably acceptable to the Administrative Agent; provided that solely with respect to the U.S. Subfacility or the U.S. FILO Subfacility or any borrowing by any U.S. Borrower under the Canadian Subfacility or the Canadian FILO Subfacility, the pledge of the outstanding capital stock of any FSHCO or CFC directly owned by a U.S. Credit Party shall be limited to (x) no more than sixty-five percent (65%) of the total combined voting power for all classes of the voting capital stock (including, for the avoidance of doubt, any instrument treated as stock for U.S. federal income tax purposes) of such FSHCO or CFC and (y) one-hundred percent (100%) of the non-voting capital stock of such FSHCO or CFC. (iib) All such security interests and Mortgages shall be granted pursuant to documentation consistent with the security documentation granted to the holders of the Applicable Specified Secured Indebtedness and otherwise reasonably satisfactory in form and substance to the Administrative Agent and (subject to exceptions as are acceptable to the holders of the Applicable Specified Secured Indebtedness and otherwise reasonably acceptable to the Administrative Agent) shall constitute, upon taking all necessary perfection (or the equivalent with respect to each Canadian Credit Party under applicable law in Canada and each English Credit Party under the relevant applicable law in the U.K.) action (which the Loan Credit Parties agree to promptly take) valid and enforceable perfected (or the equivalent with respect to each Canadian Credit Party under applicable law in Canada and each English Credit Party under the relevant applicable law in the U.K.) security interests and Mortgages (except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law)), superior to and prior to the rights of all third Persons (other than the holders of the Applicable Specified Secured Indebtedness) and subject to no other Liens except for Permitted Liens. The Additional Security Documents or instruments related thereto shall be duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect (subject to exceptions as are acceptable to the holders of the Applicable Specified Secured Indebtedness and otherwise reasonably acceptable to the Administrative Agent) the Liens in favor of the Collateral Agent required to be granted pursuant to such Additional Security Documents and all Taxes, fees and other charges payable in connection therewith shall be paid in full. Notwithstanding any other provision in this Agreement or any other Credit Document and solely with respect to the U.S. Subfacility or the U.S. FILO Subfacility or any borrowing by any U.S. Borrower under the Canadian Subfacility or the Canadian FILO Subfacility, no FSHCO, Foreign Subsidiary, or Domestic Subsidiary of a Foreign Subsidiary that is a CFC shall be required to pledge, nor shall the U.S. Collateral include, any of its assets to secure any obligations of the U.S. Credit Parties under the Credit Documents relating to the U.S. Subfacility or the U.S. FILO Subfacility or any borrowing by any U.S. Borrower under the Canadian Subfacility or the Canadian FILO Subfacility or guarantee the obligations of the Company under the Credit Documents relating to the U.S. Subfacility or the U.S. FILO Subfacility or any borrowing by any U.S. Borrower under the Canadian Subfacility or the Canadian FILO Subfacility. (c) If following the occurrence and during the continuation of the Collateral Requirement the Administrative Agent reasonably determines that it or the Lenders are required by law or regulation to have appraisals prepared in respect of any Mortgaged Property, the Company will, at its own expense, provide to the Administrative Agent appraisals which satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of the Financial Institution Reform, Recovery and Enforcement Act of 1989, as amended, and which shall otherwise be in form and substance reasonably satisfactory to the Administrative Agent. (d) If any Mortgages are to be delivered in connection with a Collateral Requirement, the Administrative Agent shall have received a completed “Life-of-Loan” Federal Emergency Management Agency standard flood hazard determination with respect to each Mortgaged Property (together with a notice about special flood hazard area status and flood disaster assistance duly executed by the applicable Credit Party relating thereto) and a certificate as to coverage under, and a declaration page relating to, the insurance policies required by Section 9.03 (including, without limitation, flood insurance policies) and the applicable provisions of the Security Documents, each of which (i) shall be endorsed or otherwise amended to include a “standard” or “New York” lender’s loss payable or mortgagee endorsement (as applicable), (ii) shall name the Collateral Agent, on behalf of the Secured Creditors, as additional insured, (iii) in the case of flood insurance, shall (a) identify the addresses of each property located in a special flood hazard area, (b) indicate the applicable flood zone designation, the flood insurance coverage and the deductible relating thereto and (c) provide that the insurer will give the Collateral Agent 45 days’ written notice of cancellation or non-renewal and (iv) shall be otherwise in form and substance satisfactory to the Administrative Agent. (e) Each Agent and each Lender agrees that, notwithstanding anything to the contrary in this Section 7.01(q)9.14, (i) no Loan Credit Party shall be required to grant any Lien on or security interest in any Non-ABL Priority Collateral, or, except to the extent the Lenders are required by law to require the actions set forth in Section 9.14(c) or 9.14(d), take any action to establish, perfect, preserve or protect any such Lien or security interest, except and only to the extent such Lien or security interest is granted to, or such action to establish, perfect, preserve or protect any such Lien or security interest is required by, the holders of the Applicable Specified Secured Indebtedness or their representative. representative and (ivii) At as such time as the Lien on or security interest in such Non-ABL Priority Collateral is released by the holders of the Applicable Specified Secured Indebtedness, subject to the terms of this Section 7.01(q) with respect to any other Specified Secured Indebtedness, the Collateral Agent shall, and it hereby authorized to, release the Lien on and security interest in such Non-ABL Priority Collateral held by the Collateral Agent. (f) Each Borrower and each Restricted Subsidiary agrees that the requirements of this Section 9.14 shall be satisfied (or waived by the Administrative Agent) as soon as reasonably practicable but in no event later than the date on which any of the foregoing actions are required to be taken for the benefit of the holders of the Applicable Specified Secured Indebtedness secured by such Non-ABL Priority Collateral (subject to exceptions as are reasonably acceptable to the Administrative Agent). (g) In the event that any Applicable Specified Secured Indebtedness is repaid, or the holders thereof release all Liens and security interests in the ABL Priority Collateral securing such Applicable Specified Secured Indebtedness or release their Liens and security interests in the Non-ABL Priority Collateral, then the Collateral Requirement with respect to such Applicable Specified Indebtedness shall terminate and, subject to the terms of this Section 9.14 with respect to any other Specified Secured Indebtedness, the Administrative Agent and the Collateral Agent will release the Liens and security interests in the Non-ABL Priority Collateral as security for the Obligations.

Collateral Requirement. (i) Upon The Obligations and the occurrence of Hedging Obligations shall be secured by a perfected first priority lien and security interest to be held by the Collateral Requirement, each of the Loan Parties will grant to the Administrative Agent for the benefit of the Secured PartiesLenders, substantially contemporaneously pursuant to the terms of the Security Documents, in (i) the Equity Interests of each Collateral Subsidiary; and (ii) the Equity Interests of each other Subsidiary of NREC and NREO; provided that such Borrowers shall not, pursuant to this subclause (ii), be required to pledge any portion of such Equity Interests to the extent (and only to the extent) that such a grant of a security interest is prohibited by, or under the terms thereof, may give rise to a default, breach, right of recoupment, buyout, repurchase, purchase option, right of first refusal or similar rights (whether effective with the grant pledge or any related exercise of rights thereunder), claim, defense or remedy, or directly or indirectly results in the termination of or requires any consent not obtained under, the documents evidencing or securing third-party mortgage indebtedness of such Subsidiary; provided further that, to the holders extent such pledge of any portion of such Specified Secured IndebtednessEquity Interests is restricted as set forth in the previous proviso, valid and perfected security interests in all of the Non-ABL Priority Collateral of Borrower shall, to the Loan Parties that will secure Specified Secured Indebtedness extent permitted under any such debt instruments, pledge to the Agent, pursuant to clause (6)(B) of the definition of “Permitted Liens” (other than any Real Estate) that triggered such Collateral Requirement (such Specified Secured Indebtedness, the “Applicable Specified Secured Indebtedness”) and which Non-ABL Priority Collateral is not covered by the then existing Security Documents by entering into additional Security Documents (the “Additional Security Documents”) that are in form and substance documentation reasonably acceptable to the Agent. , all of the economic interests and rights to receive dividends or distributions in respect of the Equity Interests of such Subsidiary. No later than twenty (20) Business Days after the end of each fiscal quarter, the Borrowers shall pledge to the Agent such portion of the Equity Interests or economic interests in any Subsidiaries that were formed or acquired during the immediately preceding fiscal quarter as is required to be pledged pursuant to clause (ii) All such security interests shall be granted of the immediately preceding sentence, in each case, pursuant to documentation consistent with the security documentation granted to the holders of the Applicable Specified Secured Indebtedness and otherwise reasonably satisfactory in form and substance to the Agent and (subject to exceptions as are acceptable to the holders of the Applicable Specified Secured Indebtedness and otherwise reasonably acceptable to the Agent) shall constitute, upon taking all necessary perfection action (which the Loan Parties agree to promptly take) valid and enforceable perfected security interests (except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law)), superior to and prior to the rights of all third Persons (other than the holders of the Applicable Specified Secured Indebtedness) and subject to no other Liens except for Permitted Liens. The Additional Security Documents or instruments related thereto shall be duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect (subject to exceptions as are acceptable to the holders of the Applicable Specified Secured Indebtedness and otherwise reasonably acceptable to the Agent) the Liens in favor of the Collateral Agent required to be granted pursuant to such Additional Security Documents and all Taxes, fees and other charges payable in connection therewith shall be paid in full. (iii) Each Administrative Agent and each Lender agrees that, notwithstanding anything to the contrary in this Section 7.01(q), no Loan Party shall be required to grant any Lien on or security interest in any Non-ABL Priority Collateral, or execute such documents and take any action to establish, perfect, preserve or protect any such Lien or security interest, except and only to the extent such Lien or security interest is granted to, or such action to establish, perfect, preserve or protect any such Lien or security interest is required by, the holders of the Applicable Specified Secured Indebtedness or their representative. (iv) At such time as the Lien on or Administrative Agent shall reasonably require in order to perfect its security interest in such Non-ABL Priority Collateral is released by the holders of the Applicable Specified Secured Indebtednessadditional Equity Interests or economic interests, subject to the terms of this Section 7.01(q) with respect to any other Specified Secured Indebtedness, the Agent shall, and it hereby authorized to, release the Lien on and security interest in such Non-ABL Priority Collateral held by the Agentas applicable.