Common use of Collateral Security; Further Assurances Clause in Contracts

Collateral Security; Further Assurances. (a) To secure the payment when due of the Secured Obligations (subject to the Intercreditor Agreement), the Company shall execute and deliver, or cause to be executed and delivered, to the Collateral Agent, Collateral Documents granting or providing for the following: (i) Security Agreements granting a legal, valid and enforceable Lien, subject to the Liens permitted by this Agreement and subject to the Intercreditor Agreement, on all collateral under and as defined in the Collateral Documents, subject to any exclusions described in the Intercreditor Agreement or the applicable Collateral Documents or otherwise approved by the Required Holders. Notwithstanding the foregoing, with respect to Liens granted by the Company or any Subsidiary Guarantor on the Equity Interests of any Foreign Subsidiary, such Lien (i) shall not exceed 65% (or, following the request therefor by the Required Holders, such greater percentage that, due to a change in an applicable law after the date hereof, (1) could not reasonably be expected to cause the undistributed earnings of such Foreign Subsidiary as determined for U.S. federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s U.S. parent and (2) could not reasonably be expected to cause any adverse tax consequences) of the issued and outstanding shares of each class of Equity Interests in each Foreign Subsidiary directly owned by the Company or any Subsidiary Guarantor, (ii) shall be subject to the terms of Section 9.8(d), and (iii) shall not be required with respect to the Equity Interests of any Foreign Subsidiary organized under the laws of India or China. (ii) Mortgages (accompanied by Mortgage Instruments in respect thereof) granting a Lien on all present and future real property with a fair market value of $7,500,000 or more of the Company and of each Subsidiary Guarantor that is a Domestic Subsidiary to the extent such Liens are required by or on behalf of any holder of the Notes, the Collateral Agent, the Bank Agent or any Bank (it being understood and agreed, for the avoidance of doubt, that Mortgages in effect prior to the Effective Date shall not be released or terminated as a result of any real property encumbered by any such mortgage having a fair market value less than $7,500,000). Schedule 9.9 lists the Mortgaged Properties as of the Effective Date. (iii) Security interests in any other property or assets of the Company and its Domestic Subsidiaries required to be included in the “Collateral” under the Credit Agreement. (b) On or before the Effective Date or such later date as agreed to by the Required Holders, provided that the Company shall use commercially reasonable efforts to complete such Collateral Documents as soon as practical, including without limitation such matters with respect to the existing pledge of 65% of the Equity Interests of Foreign Subsidiaries, the Company shall cause all Collateral Documents as reasonably requested by the Required Holders to be, in each case, duly executed and delivered on behalf of the Company and the Subsidiary Guarantors, as the case may be, granting to the Collateral Agent for the benefit of the Secured Parties the support specified in this Section 9.9, together with: (u) such resolutions, certificates, Mortgage Instruments and opinions of counsel as are reasonably requested by the Required Holders; (v) the recordation, filing and other action (including payment of any applicable taxes or fees) in such jurisdictions as the Collateral Agent or the Required Holders may deem necessary or appropriate with respect to the Collateral Documents, including the filing of financing statements, Mortgages and other filings which the Collateral Agent or the Required Holders may deem necessary or appropriate to create, preserve or perfect the Liens granted to the Collateral Agent thereunder, together with Uniform Commercial Code record searches and other Lien searches in such offices as the Collateral Agent or the Required Holders may reasonably request; (w) evidence that the casualty and other insurance (including, without limitation, flood insurance) required pursuant to the Transaction Documents is in full force and effect; (x) originals of all instruments and certificates representing all of the outstanding shares of Equity Interests and other securities and instruments required to be pledged thereunder, with appropriate stock powers, endorsements and other powers duly executed in blank; (y) such other evidence that Liens, subject to the Intercreditor Agreement and Liens permitted under this Agreement, in the Collateral shall have been created and perfected as required; and (z) the satisfaction of all other conditions in connection with the Collateral and the Collateral Documents as reasonably requested by any holder of Notes, including without limitation all opinions of counsel, title work, surveys, environmental reports and other documents and requirements reasonably requested by any holder of the Notes, provided that it is acknowledged that no holder of Notes is requiring mortgagee title insurance, new surveys or new environmental reports in respect of any Mortgaged Property existing prior to the Effective Date. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, (i) no Mortgages (or any amendments or other modifications to any existing Mortgages) or Mortgage Instruments are required to be delivered hereunder until the date that is 120 days after the Effective Date or such later date as the Required Holders may agree in the exercise of their reasonable discretion with respect thereto, (ii) no pledge agreement in respect of the Equity Interests (or other security agreement in respect of any asset) of a Foreign Subsidiary (or any amendments or other modifications to any such existing pledge agreement) shall be required hereunder until the date that is 120 days after the Effective Date or such later date as the Required Holders may agree in the exercise of their reasonable discretion with respect thereto and (iii) the Collateral Agent may elect to not pursue Mortgages with respect to particular real estate where the Collateral Agent reasonably determines, in consultation with the Company, that obtaining such Mortgages cannot reasonably be accomplished without undue effort or expense or is otherwise impracticable in light of the value of such real estate or such real estate is located in a “special flood hazard area”. (c) The Company agrees that it will promptly notify the holders of the Notes of the formation, acquisition or existence of any Subsidiary that is required to be a Subsidiary Guarantor or the acquisition of any assets on which a Lien is required to be granted and that is not covered by existing Collateral Documents. The Company agrees that it will execute and deliver, and cause each Subsidiary Guarantor to execute and deliver, promptly upon the request of the Collateral Agent or the Required Holders, such additional Collateral Documents, Subsidiary Guaranties and other agreements, documents and instruments, each in form and substance reasonably satisfactory to the Required Holders and the Collateral Agent (and in any event not inconsistent with this Agreement), sufficient to grant the Subsidiary Guaranties and Liens contemplated by this Agreement and the Collateral Documents. (d) Notwithstanding any provision hereof to the contrary, (i) in no event shall the Company or any of its Subsidiaries be required to pledge all or any portion of the Equity Interests of any Excluded Subsidiary as collateral in connection with the credit facilities contemplated by this Agreement (other than 65% of the voting Equity Interests of a FSHCO), and (ii) in no event shall any Foreign Subsidiary that is a CFC be required to pledge all or any portion of the Equity Interests of any other Foreign Subsidiary as collateral to secure any Secured Obligations of the Company or any Domestic Subsidiary unless such Equity Interests shall have been pledged to secure the obligations of the Company or any Domestic Subsidiary under the Credit Agreement.

Collateral Security; Further Assurances. (a) To secure the payment when due of the Secured Obligations (subject to the Intercreditor Agreement), the Company shall execute and deliver, or cause to be executed and delivered, to the Collateral Agent, Collateral Documents granting or providing for the following: (i) Security Agreements granting a legal, valid and enforceable Lien, subject to the Liens permitted by this Agreement and subject to the Intercreditor Agreement, on all collateral under and as defined in the Collateral Documents, subject to any exclusions described in the Intercreditor Agreement or the applicable Collateral Documents or otherwise approved by the Required Holders. Notwithstanding the foregoing, with respect to Liens granted by the Company or any Subsidiary Guarantor on the Equity Interests of any Foreign Subsidiary, such Lien (i) shall not exceed 65% (or, following the request therefor by the Required Holders, or such greater percentage that, due to a change in an applicable law after the date hereof, (1) could not reasonably be expected to cause the undistributed earnings of such Foreign Subsidiary as determined for U.S. federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s 's U.S. parent and (2) could not reasonably be expected to cause any adverse tax consequences) of the issued and outstanding shares of each class of Equity Interests in each Foreign Subsidiary directly owned by the Company or any Subsidiary Guarantor, (ii) shall be subject to the terms of Section 9.8(d), and (iii) shall not be required with respect to the Equity Interests of any Foreign Subsidiary organized under the laws of India or China. (ii) Mortgages (accompanied by Mortgage Instruments in respect thereof) granting a Lien on all present and future real property with a fair market value of $7,500,000 5,000,000 or more of the Company and of each Subsidiary Guarantor that is a Domestic Subsidiary to the extent such Liens are required by or on behalf of any holder of the Notes, the Collateral Agent, the Bank Agent or any Bank (it being understood and agreed, for the avoidance of doubt, that Mortgages in effect prior to the Effective Date shall not be released or terminated as a result of any real property encumbered by any such mortgage having a fair market value less than $7,500,0005,000,000). Schedule 9.9 lists the Mortgaged Properties as of the Effective Date. (iii) Security interests in any other property or assets of the Company and its Domestic Subsidiaries required to be included in the “Collateral” under the Credit Agreement. (b) On or before the Effective Date (or, in the case of Collateral acquired in the Luvata Acquisition, on or within two Business Days after the Series B Closing Day) or such later date as agreed to by the Required Holders, provided that the Company shall use commercially reasonable efforts to complete such Collateral Documents as soon as practical, including without limitation such matters with respect to the existing pledge of 65% of the Equity Interests of Foreign Subsidiaries, but in any event subject to the Specified Collateral Limitation Provision, the Company shall cause all Collateral Documents as reasonably requested by the Required Holders to be, in each case, duly executed and delivered on behalf of the Company and the Subsidiary Guarantors, as the case may be, granting to the Collateral Agent for the benefit of the Secured Parties the support specified in this Section 9.9, together with: (u) such resolutions, certificates, Mortgage Instruments and opinions of counsel as are reasonably requested by the Required Holders; (v) the recordation, filing and other action (including payment of any applicable taxes or fees) in such jurisdictions as the Collateral Agent or the Required Holders may deem necessary or appropriate with respect to the Collateral Documents, including the filing of financing statements, Mortgages and other filings which the Collateral Agent or the Required Holders may deem necessary or appropriate to create, preserve or perfect the Liens granted to the Collateral Agent thereunder, together with Uniform Commercial Code record searches and other Lien searches in such offices as the Collateral Agent or the Required Holders may reasonably request; (w) evidence that the casualty and other insurance (including, without limitation, flood insurance) required pursuant to the Transaction Documents is in full force and effect; (x) originals of all instruments and certificates representing all of the outstanding shares of Equity Interests and other securities and instruments required to be pledged thereunder, with appropriate stock powers, endorsements and other powers duly executed in blank; (y) such other evidence that Liens, subject to the Intercreditor Agreement and Liens permitted under this Agreement, in the Collateral shall have been created and perfected as required; and (z) the satisfaction of all other conditions in connection with the Collateral and the Collateral Documents as reasonably requested by any holder of Notes, including without limitation all opinions of counsel, title work, surveys, environmental reports and other documents and requirements reasonably requested by any holder of the Notes, provided that it is acknowledged that no holder of Notes is requiring mortgagee title insurance, new surveys or new environmental reports in respect of any Mortgaged Property existing prior to the Effective Date. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, (i) no Mortgages (or any amendments or other modifications to any existing Mortgages) or Mortgage Instruments are required to be delivered hereunder until the date that is 120 days after the Effective Date (or, in the case of real property acquired in the Luvata Acquisition, on or within 120 days after the Series B Closing Day) or such later date as the Required Holders may agree in the exercise of their reasonable discretion with respect thereto, (ii) no pledge agreement in respect of the Equity Interests (or other security agreement in respect of any asset) of a Foreign Subsidiary (or any amendments or other modifications to any such existing pledge agreement) shall be required hereunder until the date that is 120 days after the Effective Date (or, in the case of Equity Interests acquired in the Luvata Acquisition, on or within 120 days after the Series B Closing Day) or such later date as the Required Holders may agree in the exercise of their reasonable discretion with respect thereto and (iii) the Collateral Agent may elect to not pursue Mortgages with respect to particular real estate where the Collateral Agent reasonably determines, in consultation with the Company, that obtaining such Mortgages cannot reasonably be accomplished without undue effort or expense or is otherwise impracticable in light of the value of such real estate or such real estate is located in a “special flood hazard area”. (c) The Company agrees that it will promptly notify the holders of the Notes of the formation, acquisition or existence of any Subsidiary that is required to be a Subsidiary Guarantor or the acquisition of any assets on which a Lien is required to be granted and that is not covered by existing Collateral Documents. The Company agrees that it will execute and deliver, and cause each Subsidiary Guarantor to execute and deliver, promptly upon the request of the Collateral Agent or the Required Holders, such additional Collateral Documents, Subsidiary Guaranties and other agreements, documents and instruments, each in form and substance reasonably satisfactory to the Required Holders and the Collateral Agent (and in any event not inconsistent with this Agreement), sufficient to grant the Subsidiary Guaranties and Liens Xxxxx contemplated by this Agreement and the Collateral Documents. (d) Notwithstanding any provision hereof to the contrary, (i) in no event shall the Company or any of its Subsidiaries be required to pledge all or any portion of the Equity Interests of any Excluded Subsidiary as collateral in connection with the credit facilities contemplated by this Agreement (other than 65% of the voting Equity Interests of a FSHCO), and (ii) in no event shall any Foreign Subsidiary that is a CFC be required to pledge all or any portion of the Equity Interests of any other Foreign Subsidiary as collateral to secure any Secured Obligations of the Company or any Domestic Subsidiary unless such Equity Interests shall have been pledged to secure the obligations of the Company or any Domestic Subsidiary under the Credit Agreement.

Collateral Security; Further Assurances. (a) To secure the payment when due of the Secured Obligations (subject to the Intercreditor Agreement), the Company Borrower shall execute and deliver, or cause to be executed and delivered, to the Collateral Agent, Collateral Documents granting or providing for the following: (i) Security Agreements granting a legalfirst priority, valid enforceable Lien and enforceable Liensecurity interest, subject to the Liens permitted by this Agreement and subject to the sharing provisions to be contained in the Intercreditor Agreement, on all collateral under present and future accounts, chattel paper, commercial tort claims, deposit accounts, documents, farm products, fixtures, chattel paper, equipment, general intangibles, goods, instruments, inventory, investment property, letter-of-credit rights (as those terms are defined in the Collateral DocumentsIllinois Uniform Commercial Code) and all other personal property of the Borrower and of each Guarantor, subject to any exclusions described in the Intercreditor Agreement or the applicable Collateral Documents or otherwise approved by the Required HoldersLenders. Notwithstanding the foregoing, with respect to Liens granted by the Company Borrower or any Subsidiary Guarantor on the Equity Interests Capital Stock of any Foreign Subsidiary, Subsidiary such Lien (i) shall not exceed 65% (or, following the request therefor by the Required Holders, or such greater percentage that, due to a change in an applicable law after the date hereof, (1) could not reasonably be expected to cause the undistributed earnings of such Foreign Subsidiary as determined for U.S. federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s 's U.S. parent and (2) could not reasonably be expected to cause any material adverse tax consequences) of the issued and outstanding shares Capital Stock entitled to vote (within the meaning of each class Treas. Reg. Section 1.956-2(c)(2)) and 100% of Equity Interests the issued and outstanding Capital Stock not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each Foreign Subsidiary directly owned by the Company Borrower or any Subsidiary Guarantor, (ii) shall be subject to the terms of Section 9.8(d6.19(e), and (iii) shall not be required with respect to the Equity Interests Capital Stock of any Foreign Subsidiary organized under the laws of India or ChinaChina unless required by the Agent or the Required Lenders. (ii) Mortgages (accompanied by Mortgage Instruments in respect thereof) granting a Lien on all present and future real property with a fair market value of $7,500,000 or more of the Company Borrower and of each Subsidiary Guarantor that is a Domestic Subsidiary to the extent such Liens are required by or on behalf of any holder of the Notes, the Collateral Agent, the Bank Agent Required Lenders or any Bank (it being understood and agreed, for the avoidance of doubt, that Mortgages in effect prior to the Effective Date shall not be released or terminated as a result of any real property encumbered by any such mortgage having a fair market value less than $7,500,000). Schedule 9.9 lists the Mortgaged Properties as of the Effective DateSenior Note Holder. (iii) Security interests in any Any other property or assets of the Company and its Domestic Subsidiaries Collateral required to be included in the “Collateral” under the Credit AgreementSenior Note Purchase Documents. (b) Each Foreign Subsidiary Borrower shall execute and deliver, or cause to be executed and delivered, Collateral Documents requested by the Agent from each such Foreign Subsidiary Borrower and each of its Subsidiaries, granting a first priority, enforceable Lien and security interest, subject to the Liens permitted by this Agreement and securing the Obligations owing by such Foreign Subsidiary Borrower, on all present and future assets of such Foreign Subsidiary Borrower and each of its Subsidiaries. Additionally, to the extent required by the Agent or the Required Lenders at any time after a Default has occurred or if the Agent determines that the Borrower will not incur a material tax liability as result of the following, the Borrower shall cause, to the extent legally permitted and to the extent not prohibited by a restriction permitted under Section 6.25 hereof, each other Foreign Subsidiary required by the Agent or the Required Lenders to execute and deliver such Collateral Documents requested by the Agent to grant a first priority (subject to the Liens permitted by this Agreement), enforceable Lien and security interest on all present and future assets of such Foreign Subsidiary securing the Obligations, Rate Management Obligations and Banking Services Obligations owing by each Foreign Subsidiary Borrower. (c) On or before the Effective Date or such later date as agreed to by the Required HoldersAgent, provided that the Company Borrower shall use commercially reasonable efforts to complete such Collateral Documents as soon as practical, including without limitation such matters with respect to the existing pledge of 65% of the Equity Interests of Foreign Subsidiaries), the Company Borrower shall cause all Collateral Documents as reasonably requested by the Required Holders to beAgent, in each case, case duly executed and delivered on behalf of the Company Borrower and the Subsidiary Guarantors, as the case may be, granting to the Lenders and the Agent the Collateral Agent for the benefit of the Secured Parties the and support specified in this Section 9.92.26 hereof, together with: (uv) such resolutions, certificates, Mortgage Instruments certificates and opinions of counsel as are reasonably requested by the Required HoldersAgent; (vw) the recordation, filing and other action (including payment of any applicable taxes or fees) in such jurisdictions as the Collateral Agent Lenders or the Required Holders Agent may deem necessary or appropriate with respect to the Collateral Documents, including the filing of financing statements, Mortgages and other filings which the Collateral Agent Lenders or the Required Holders Agent may deem necessary or appropriate to create, preserve or perfect the Liens liens, security interests and other rights intended to be granted to the Collateral Lenders or the Agent thereunder, together with Uniform Commercial Code record searches and other Lien searches in such offices as the Collateral Agent Lenders or the Required Holders Agent may reasonably request; (wx) evidence that the casualty and other insurance (including, without limitation, flood insurance) required pursuant to the Transaction Loan Documents is in full force and effect; (xy) originals of all instruments and certificates representing all of the outstanding shares of Equity Interests Capital Stock and other securities and instruments required to be pledged thereunder, with appropriate stock powers, endorsements and other powers duly executed in blank; and (yz) such other evidence that LiensLiens creating a first priority security interest, subject to the Intercreditor Agreement and Liens permitted under this Agreement, in the Collateral shall have been created and perfected as required; requested by the Agent and (z) the satisfaction of all other conditions in connection with the Collateral and the Collateral Documents as reasonably requested by any holder of Notesthe Agent, including without limitation all opinions of counsel, title work, surveys, environmental reports and other documents and requirements reasonably requested by any holder of the NotesAgent, provided that it is acknowledged that no holder of Notes the Agent is not requiring mortgagee title insurance, new surveys or new environmental reports at this time, but may require such items and shall require such other items in respect of any Mortgaged Property existing prior to connection with the Effective Date. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, (i) no Mortgages (or any amendments or other modifications to any existing Mortgages) or Mortgage Instruments real estate as are required to be delivered hereunder until by the date that is 120 days after the Effective Date or such later date as the Required Holders may agree in the exercise of their reasonable discretion with respect thereto, (ii) no pledge agreement in respect of the Equity Interests (or other security agreement in respect of any asset) of a Foreign Subsidiary (or any amendments or other modifications to any such existing pledge agreement) shall be required hereunder until the date that is 120 days after the Effective Date or such later date as the Required Holders may agree in the exercise of their reasonable discretion with respect thereto and (iii) the Collateral Agent may elect to not pursue Mortgages with respect to particular real estate where the Collateral Agent reasonably determines, in consultation with the Company, that obtaining such Mortgages cannot reasonably be accomplished without undue effort or expense or is otherwise impracticable in light of the value of such real estate or such real estate is located in a “special flood hazard area”Noteholders. (cd) The Company agrees Borrowers agree that it they will promptly notify the holders of the Notes Agent of the formation, acquisition or existence of any Subsidiary that is required to be a Subsidiary Guarantor (per the definition of Guarantor) that has not executed a Guaranty and Collateral Documents or the acquisition of any assets on which a Lien is required to be granted and that is not covered by existing Collateral Documents. The Company Each Borrowers agrees that it will promptly execute and deliver, and cause each Subsidiary Guarantor to execute and deliver, promptly upon the request of the Collateral Agent or the Required HoldersAgent, such additional Collateral Documents, Subsidiary Guaranties and other agreements, documents and instruments, each in form and substance reasonably satisfactory to the Required Holders and the Collateral Agent (and in any event not inconsistent with this Agreement)Agent, sufficient to grant the Subsidiary Guaranties and Liens contemplated by this Agreement and the Collateral Documents. (d) Notwithstanding any provision hereof . Each Borrower shall deliver, and cause each Guarantor to deliver, to the contraryAgent all original instruments payable to it with any endorsements thereto required by the Agent. Additionally, (i) the Borrower shall execute and deliver, and cause each Guarantor to execute and deliver, promptly upon the request of the Agent, such certificates, legal opinions, lien searches, organizational and other charter documents, resolutions and other documents and agreements as the Agent may reasonably request in no event connection therewith. Each Borrower shall use its best efforts to cause each lessor of real property to it or any Subsidiary where any material Collateral is located to execute and deliver to the Company Agent an agreement in form and substance reasonably acceptable to the Agent duly executed on behalf of such lessor waiving any distraint, lien and similar rights with respect to any property subject to the Collateral Documents and agreeing to permit the Collateral Agent to enter such premises in connection therewith. Each Borrower shall execute and deliver, and cause each Guarantor to execute and deliver, promptly upon the reasonable request of the Agent, such agreements and instruments evidencing any intercompany loans or other advances among the Borrower and its Subsidiaries, or any of its Subsidiaries be required to pledge them, and all such intercompany loans or other advances owing by any portion of the Equity Interests of any Excluded Subsidiary as collateral in connection with Borrowers or a Guarantor shall be, and are hereby made, subordinate and junior to the credit facilities contemplated by this Agreement (Secured Obligations and no payments may be made on such intercompany loans or other than 65% of advances upon and during the voting Equity Interests continuance of a FSHCO), and (ii) in no event shall any Foreign Subsidiary that is a CFC be required Default unless otherwise agreed to pledge all or any portion of by the Equity Interests of any other Foreign Subsidiary as collateral to secure any Secured Obligations of the Company or any Domestic Subsidiary unless such Equity Interests shall have been pledged to secure the obligations of the Company or any Domestic Subsidiary under the Credit AgreementRequired Lenders.

Collateral Security; Further Assurances. (a) To secure the payment when due of the Secured Obligations (subject to the Intercreditor Agreement), the Company shall execute and deliver, or cause to be executed and delivered, to the Collateral Agent, Collateral Documents granting or providing for the following: (i) Security Agreements granting a legal, valid and enforceable Lien, subject to the Liens permitted by this Agreement and subject to the Intercreditor Agreement, on all collateral under and as defined in the Collateral Documents, subject to any exclusions described in the Intercreditor Agreement or Agreement, the applicable Collateral Documents or otherwise approved by the Required HoldersAdministrative Agent. Notwithstanding the foregoing, with respect to Liens granted by the Company or any Subsidiary such Guarantor on the Equity Interests Capital Stock of any Foreign Subsidiary, Subsidiary such Lien (i) shall not exceed 65% (or, following the request therefor by the Required Holders, or such greater percentage that, due to a change in an applicable law after the date hereof, (1) could not reasonably be expected to cause the undistributed earnings of such Foreign Subsidiary as determined for U.S. federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s U.S. parent and (2) could not reasonably be expected to cause any adverse tax consequences) of the issued and outstanding shares of each class of Equity Interests Capital Stock in each Foreign Subsidiary directly owned by the Company or any Subsidiary such Guarantor, (ii) shall be subject to the terms of Section 9.8(d5.09(d), and (iii) shall not be required with respect to the Equity Interests Capital Stock of any Foreign Subsidiary organized under the laws of India or China. (ii) Mortgages (accompanied by Mortgage Instruments in respect thereof) granting a Lien on all present and future real property with a fair market value of $7,500,000 5,000,000 or more of the Company and of each Subsidiary Guarantor that is a Domestic Subsidiary to the extent such Liens are required by or on behalf of any holder of the Notes, the Collateral Agent, the Bank Agent Required Lenders or any Bank Senior Note Holder (it being understood and agreed, for the avoidance of doubt, that Mortgages in effect prior to the Effective Date shall not be released or terminated as a result of any real property encumbered by any such mortgage having a fair market value less than $7,500,0005,000,000). Schedule 9.9 lists the Mortgaged Properties as of the Effective Date. (iii) Security interests in any other property or assets of the Company and its Domestic Subsidiaries Collateral required to be included in the “Collateral” under the Credit AgreementSenior Note Purchase Documents. (b) As a condition to approval of any Foreign Subsidiary Borrower other than Modine Holding GmbH, the Collateral Agent may require such Foreign Subsidiary Borrower and each Foreign Subsidiary required to be a Guarantor with respect to such Foreign Subsidiary Borrower to execute and deliver, or cause to be executed and delivered, Collateral Documents reasonably requested by the Collateral Agent from each such Foreign Subsidiary Borrower and each of such Guarantors, granting a legal, valid and enforceable Lien, subject to the Liens permitted by this Agreement and securing the Obligations owing by such Foreign Subsidiary Borrower, on all collateral under and as defined in the Collateral Documents, subject to any exclusions described in the Intercreditor Agreement, the applicable Collateral Documents or otherwise approved by the Administrative Agent. (c) On or before the Effective Date (or, in the case of Collateral acquired in the Luvata Acquisition, on or within two (2) Business Days after the Funding Date) or such later date as may be agreed to by the Required Holders, Collateral Agent (provided that the Company shall use commercially reasonable efforts to complete such Collateral Documents as soon as practical, including without limitation such matters with respect to the existing pledge pledges of 65% of the Equity Interests Capital Stock of Foreign Subsidiaries), but in any event subject to the Specified Collateral Limitation Provision, the Company shall cause all Collateral Documents as reasonably requested by the Required Holders to beCollateral Agent, in each case, case duly executed and delivered on behalf of the Company and the Subsidiary Guarantors, as the case may be, granting to the Collateral Agent Agent, for the benefit of the Secured Parties Parties, the support specified in this Section 9.95.11, together with: (uv) such resolutions, certificates, Mortgage Instruments and opinions of counsel as are reasonably requested by the Required HoldersCollateral Agent; (vw) the recordation, filing and other action (including payment of any applicable taxes or fees) in such jurisdictions as the Collateral Agent or the Required Holders may deem necessary or appropriate with respect to the Collateral Documents, including the filing of financing statements, Mortgages and other filings which the Collateral Agent or the Required Holders may deem necessary or appropriate to create, preserve or perfect the Liens granted to the Collateral Agent thereunder, together with Uniform Commercial Code UCC record searches and other Lien searches in such offices as the Collateral Agent or the Required Holders may reasonably request; (wx) evidence that the casualty and other insurance (including, without limitation, flood insurance) required pursuant to the Transaction Loan Documents is in full force and effect; (xy) originals of all instruments and certificates representing all of the outstanding shares of Equity Interests Capital Stock and other securities and instruments required to be pledged thereunder, with appropriate stock powers, endorsements and other powers duly executed in blank; and (yz) such other evidence that Liens, subject to the Intercreditor Agreement and Liens permitted under this Agreement, in the Collateral shall have been created and perfected as required; required and (z) the satisfaction of all other conditions in connection with the Collateral and the Collateral Documents as reasonably requested by any holder of Notesthe Collateral Agent, including without limitation all opinions of counsel, title work, surveys, environmental reports and other documents and requirements reasonably requested by any holder of the NotesCollateral Agent, provided that it is acknowledged that no holder of Notes the Collateral Agent is not requiring mortgagee title insurance, new surveys or new environmental reports in respect of any Mortgaged Property existing prior to the Effective Date. Notwithstanding the foregoing, the Collateral Agent shall not enter into any Mortgage in respect of any real property acquired by the Company or any Loan Party after the Effective Date until (1) the date that occurs fourteen (14) days after the Collateral Agent has delivered to the Lenders (which may be delivered electronically on an Electronic System) the following documents in respect of such real property: (i) a completed 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 Company of that fact and (if applicable) notification to the Company that flood insurance coverage is not available and (B) evidence of the receipt by the Company of such notice; and (iii) if such notice is required to be provided to the Company and flood insurance is available in the community in which such real property is located, evidence of required flood insurance and (2) the Collateral Agent shall have received written confirmation from the Impacted Lender that flood insurance due diligence and flood insurance compliance has been completed by the Impacted Lender (such written confirmation not to be unreasonably conditioned, withheld or delayed). Notwithstanding the foregoing or any other provision of this Agreement to the contrary, (i) no Mortgages (or any amendments or other modifications to any existing Mortgages) or Mortgage Instruments are required to be delivered hereunder until the date that is 120 one hundred twenty (120) days after the Effective Date (or, in the case of real property acquired in the Luvata Acquisition, on or within one hundred twenty (120) days after the Funding Date) or such later date as the Required Holders Collateral Agent may agree in the exercise of their its reasonable discretion with respect thereto, (ii) no pledge agreement in respect of the Equity Interests Capital Stock (or other security agreement in respect of any asset) of a Foreign Subsidiary (or any amendments or other modifications to any such existing pledge agreement) shall be required hereunder until the date that is 120 one hundred twenty (120) days after the Effective Date (or, in the case of Capital Stock acquired in the Luvata Acquisition, on or within one hundred twenty (120) days after the Funding Date) or such later date as the Required Holders Administrative Agent may agree in the exercise of their its reasonable discretion with respect thereto and (iii) the Collateral Agent may elect to not pursue Mortgages with respect to particular real estate where the Collateral Agent reasonably determines, in consultation with the Company, that obtaining such Mortgages cannot reasonably be accomplished without undue effort or expense or is otherwise impracticable in light of the value of such real estate or such real estate is located in a “special flood hazard area”. (cd) The Company agrees that it will promptly notify the holders of the Notes Collateral Agent of the formation, acquisition or existence of any Subsidiary that is required to be a Subsidiary Guarantor or the acquisition of any assets on which a Lien is required to be granted and that is not covered by existing Collateral Documents. The Company agrees that it will execute and deliver, and cause each Subsidiary Guarantor to execute and deliver, promptly upon the request of the Collateral Agent or the Required HoldersAgent, such additional Collateral Documents, Subsidiary Guaranties and other agreements, documents and instruments, each in form and substance reasonably satisfactory to the Required Holders and the Collateral Agent (and in any event not inconsistent with this Agreement), sufficient to grant the Subsidiary Guaranties and Liens contemplated by this Agreement and the Collateral Documents. (de) Notwithstanding any provision hereof to the contrary, (i) in no event shall the Company or any of its Subsidiaries be required to pledge all or any portion of the Equity Interests Capital Stock of any Excluded Subsidiary as collateral in connection with the credit facilities contemplated by this Agreement (other than 65% of the voting Equity Interests Capital Stock of a FSHCO), and (ii) in no event shall any Foreign Subsidiary that is a CFC be required to pledge all or any portion of the Equity Interests Capital Stock of any other Foreign Subsidiary as collateral to secure any Secured Obligations of the Company or any Domestic Subsidiary unless such Equity Interests shall have been pledged to secure the obligations of the Company or any Domestic Subsidiary under the Credit AgreementSubsidiary.