Common use of Further Assurances; Additional Collateral Clause in Contracts

Further Assurances; Additional Collateral. (a) Each Principal Company will and will cause its Subsidiary Guarantors to do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register, any and all such further acts, deeds, conveyances, security agreements, mortgages, assignments, estoppel certificates, financing statements and continuations thereof, termination statements, notices of assignment, transfers, certificates, assurances and other instruments the Collateral Agent or any Lender may reasonably require from time to time in order to (i) carry out the purposes of this Agreement or any other Loan Document, (ii) subject any of the Properties, rights or interests covered by any of the Collateral Documents to the Liens created by any of the Collateral Documents, (iii) perfect and maintain the validity, effectiveness and priority of any of the Collateral Documents and the Liens intended to be created thereby and the First Priority nature thereof and (iv) assure, convey, grant, assign, transfer, preserve, protect and confirm to the Collateral Agent or the Lenders the rights granted or now or hereafter intended to be granted to the Collateral Agent or any Lenders under any Loan Document or under any other document executed in connection therewith. (b) With respect to any Property acquired by any Principal Company or a Subsidiary Guarantor after the Closing Date as to which the Collateral Agent, for the benefit of the Secured Parties, does not have a perfected First Priority security interest pursuant to the Collateral Documents (other than Property expressly excluded from the Collateral pursuant to the Loan Documents and subject to Section 9.7 with respect to new Subsidiaries and Section 9.8 with respect to new Real Property Assets), promptly execute and deliver to the Collateral Agent such amendments to the Collateral Documents or such other documents as the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a security interest in such Property and take all other actions necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected First Priority security interest in such Property, including, without limitation, the filing of UCC financing statements.

Further Assurances; Additional Collateral. (a) Each Principal Company will The Borrower and will the MLP shall cause its the MLP and each Subsidiary Guarantors of the Borrower or the MLP to dotake such actions and to execute and deliver such documents and instruments as the Administrative Agent shall require to ensure that the Administrative Agent on behalf of the Lenders shall, executeat all times, acknowledgehave received currently effective duly executed Loan Documents granting Liens and security interests in substantially all of the assets of the MLP and each Subsidiary of the Borrower and the MLP, deliverincluding all capital stock, recordpartnership, re-recordjoint venture, filemembership interests, re-fileor other equity interests; provided, register and re-register, any and all such further acts, deeds, conveyances, security agreements, mortgages, assignments, estoppel certificates, financing statements and continuations thereof, termination statements, notices of assignment, transfers, certificates, assurances and other instruments the Collateral Agent or any Lender may reasonably require from time to time in order to however that (i) carry out MarkWest Energy Appalachia, L.L.C. shall not be required to xxxxx x Xxxx on its interests in the purposes of this Agreement or any other Loan DocumentEquitable Leases, and (ii) subject unless otherwise requested by the Administrative Agent acting upon the direction of the Required Lenders, neither MW Pinnacle, MW PNG, MW Texas PNG nor MW Blackhawk shall be required to xxxxx x Xxxx on any of the Propertiestheir assets, rights other than assets constituting part of or interests covered by any of the Collateral Documents related to the Liens created by any of the Collateral Documentslateral pipeline transmission systems located in Texas, (iii) perfect and maintain the validity, effectiveness and priority of any of the Collateral Documents and the Liens intended to be created thereby Xxxxxxx and the First Priority nature thereof Xxxxxxxx gas gathering, compressor and (iv) assureprocessing pipeline systems, convey, grant, assign, transfer, preserve, protect and confirm to the Collateral Agent or the Lenders the rights granted or now or hereafter intended to be granted to the Collateral Agent or any Lenders under any Loan Document or under any other document executed in connection therewithas applicable. (b) With respect In connection with the actions required pursuant to any Property acquired the foregoing subsection (a), the Borrower and the MLP shall cause the MLP and each Subsidiary of the Borrower and the MLP to execute and deliver such stock certificates, blank stock powers, evidence of corporate authorization, opinions of counsel, current valuations, evidence of title, title opinions, title insurance and other documents, and shall use commercially reasonable efforts to obtain landlord and mortgagee waivers and third party consents, as shall be requested by any Principal Company or a Subsidiary Guarantor after the Closing Date as to which the Collateral Administrative Agent, in each case in form and substance satisfactory to the Administrative Agent. (c) The Liens required by this Section 6.15 shall be first priority perfected Liens in favor of the Administrative Agent for the benefit of the Secured PartiesLenders, does not have a perfected First Priority security interest pursuant subject to no other Liens except Permitted Liens of the Collateral Documents type described in Section 7.01 (other than Property expressly excluded from the Collateral pursuant to the Loan Documents and subject to Section 9.7 with respect to new Subsidiaries and Section 9.8 with respect to new Real Property Assets), promptly execute and deliver to the Collateral Agent such amendments to the Collateral Documents or such other documents as the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a security interest in such Property and take all other actions necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected First Priority security interest in such Property, including, without limitation, the filing of UCC financing statements7.

Further Assurances; Additional Collateral. (a) Each Principal Company will The Borrower and will the MLP shall cause its the MLP and each Subsidiary Guarantors of the Borrower or the MLP to dotake such actions and to execute and deliver such documents and instruments as the Administrative Agent shall require to ensure that the Administrative Agent on behalf of the Lenders shall, executeat all times, acknowledgehave received currently effective duly executed Loan Documents granting Liens and security interests in substantially all of the assets of the MLP and each Subsidiary of the Borrower and the MLP, deliverincluding all capital stock, recordpartnership, re-recordjoint venture, filemembership interests, re-fileor other equity interests; provided, register and re-register, any and all such further acts, deeds, conveyances, security agreements, mortgages, assignments, estoppel certificates, financing statements and continuations thereof, termination statements, notices of assignment, transfers, certificates, assurances and other instruments the Collateral Agent or any Lender may reasonably require from time to time in order to however that (i) carry out MarkWest Energy Appalachia, L.L.C. shall not be required to xxxxx x Xxxx on its interests in the purposes of this Agreement or any other Loan DocumentEquitable Leases, and (ii) subject unless otherwise requested by the Administrative Agent acting upon the direction of the Required Lenders, neither MW Pinnacle, MW PNG, MW Texas PNG nor MW Blackhawk shall be required to xxxxx x Xxxx on any of the Propertiestheir assets, rights other than assets constituting part of or interests covered by any of the Collateral Documents related to the Liens created by any of the Collateral Documentslateral pipeline transmission systems located in Texas, (iii) perfect and maintain the validity, effectiveness and priority of any of the Collateral Documents and the Liens intended to be created thereby Xxxxxxx and the First Priority nature thereof Xxxxxxxx gas gathering, compressor and (iv) assureprocessing pipeline systems, convey, grant, assign, transfer, preserve, protect and confirm to the Collateral Agent or the Lenders the rights granted or now or hereafter intended to be granted to the Collateral Agent or any Lenders under any Loan Document or under any other document executed in connection therewithas applicable. (b) With respect In connection with the actions required pursuant to any Property acquired the foregoing subsection (a), the Borrower and the MLP shall cause the MLP and each Subsidiary of the Borrower and the MLP to execute and deliver such stock certificates, blank stock powers, evidence of corporate authorization, opinions of counsel, current valuations, evidence of title, title opinions, title insurance and other documents, and shall use commercially reasonable efforts to obtain landlord and mortgagee waivers and third party consents, as shall be requested by any Principal Company or a Subsidiary Guarantor after the Closing Date as to which the Collateral Administrative Agent, in each case in form and substance satisfactory to the Administrative Agent. (c) The Liens required by this Section 6.15 shall be first priority perfected Liens in favor of the Administrative Agent for the benefit of the Secured PartiesLenders, does not have a perfected First Priority security interest pursuant subject to no other Liens except Permitted Liens of the Collateral Documents type described in Section 7.01 (other than Property expressly excluded from the Collateral pursuant to the Loan Documents and subject to Section 9.7 with respect to new Subsidiaries and Section 9.8 with respect to new Real Property Assets), promptly execute and deliver to the Collateral Agent such amendments to the Collateral Documents or such other documents as the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a security interest in such Property and take all other actions necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected First Priority security interest in such Property, including, without limitation, the filing of UCC financing statements7.

Further Assurances; Additional Collateral. (a) Each Principal Company will The Borrower and will the MLP shall cause its the MLP and each Subsidiary Guarantors of the Borrower or the MLP to dotake such actions and to execute and deliver such documents and instruments as the Administrative Agent shall require to ensure that the Administrative Agent on behalf of the Lenders shall, executeat all times, acknowledgehave received currently effective duly executed Loan Documents granting Liens and security interests in substantially all of the assets of the MLP and each Subsidiary of the Borrower and the MLP, deliverincluding all capital stock, recordpartnership, re-recordjoint venture, filemembership interests, re-fileor other equity interests; provided, register and re-register, any and all such further acts, deeds, conveyances, security agreements, mortgages, assignments, estoppel certificates, financing statements and continuations thereof, termination statements, notices of assignment, transfers, certificates, assurances and other instruments the Collateral Agent or any Lender may reasonably require from time to time in order to however that (i) carry out MarkWest Energy Appalachia, L.L.C. shall not be required to xxxxx x Xxxx on its interests in the purposes of this Agreement or any other Loan DocumentEquitable Leases, and (ii) subject unless otherwise requested by the Administrative Agent acting upon the direction of the Required Lenders, neither MW Pinnacle, MW PNG, MW Texas PNG nor MW Blackhawk shall be required to xxxxx x Xxxx on any of the Propertiestheir assets, rights other than assets constituting part of or interests covered by any of the Collateral Documents related to the Liens created by any of the Collateral Documentslateral pipeline transmission systems located in Texas, (iii) perfect and maintain the validity, effectiveness and priority of any of the Collateral Documents and the Liens intended to be created thereby Xxxxxxx and the First Priority nature thereof Xxxxxxxx gas gathering, compressor and (iv) assureprocessing pipeline systems, convey, grant, assign, transfer, preserve, protect and confirm to the Collateral Agent or the Lenders the rights granted or now or hereafter intended to be granted to the Collateral Agent or any Lenders under any Loan Document or under any other document executed in connection therewithas applicable. (b) With respect In connection with the actions required pursuant to any Property acquired the foregoing subsection (a), the Borrower and the MLP shall cause the MLP and each Subsidiary of the Borrower and the MLP to execute and deliver such stock certificates, blank stock powers, evidence of corporate authorization, opinions of counsel, current valuations, evidence of title, title opinions, title insurance and other documents, and shall use commercially reasonable efforts to obtain landlord and mortgagee waivers and third party consents, as shall be requested by any Principal Company or a Subsidiary Guarantor after the Closing Date as to which the Collateral Administrative Agent, in each case in form and substance satisfactory to the Administrative Agent. (c) The Liens required by this Section 6.16 shall be first priority perfected Liens in favor of the Administrative Agent for the benefit of the Secured PartiesLenders, does not have a perfected First Priority security interest pursuant subject to no other Liens except Permitted Liens of the Collateral Documents type described in Section 7.01 (other than Property expressly excluded Section 7.01(h)). If the Administrative Agent shall determine that, as of any date, the Borrower or the MLP shall have failed to comply with this Section 6.16, the Administrative Agent may (and at the direction of the Required Lenders, shall) notify the Borrower in writing of such failure and, within 30 days from and after receipt of such written notice by the Collateral pursuant to Borrower, the Loan Documents and subject to Section 9.7 with respect to new Subsidiaries and Section 9.8 with respect to new Real Property Assets), promptly Borrower shall execute and deliver to the Collateral Administrative Agent such amendments supplemental or additional Loan Documents, in form and substance satisfactory to the Administrative Agent and its counsel, securing payment of the Notes and the other Obligations and covering additional assets and properties not then encumbered by any Loan Documents (together with such other information, as may be requested by the Administrative Agent, each of which shall be in form and substance reasonably satisfactory to the Administrative Agent) such that the Administrative Agent shall have received currently effective duly executed and perfected Collateral Documents or such other documents as the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit encumbering substantially all of the Secured Parties, a security interest in such Property and take all other actions necessary or advisable to grant to the Collateral Agent, for the benefit assets of the Secured PartiesMLP, a perfected First Priority security interest in such Property, including, without limitation, the filing of UCC financing statementsBorrower and their respective Subsidiaries as required by Section 6.16(a).

Further Assurances; Additional Collateral. (a) Each Principal Company The Loan Parties will and will cause its Subsidiary Guarantors to do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register, execute any and all further documents, financing statements, agreements and instruments, and take all such further acts, deeds, conveyances, security agreements, mortgages, assignments, estoppel certificates, actions (including the filing and recording of U.C.C. financing statements and continuations thereof, termination statements, notices of assignment, transfers, certificates, assurances and other instruments documents), which may be required under any applicable Law, or which the Collateral Administrative Agent or any Lender the Required Lenders may reasonably require from time request, to time in order effectuate the transactions contemplated by the Loan Documents or to grant, preserve, protect or perfect the Liens (i) carry out the purposes of this Agreement or any other Loan Document, (ii) subject any of the Properties, rights or interests covered by any of the Collateral Documents to the Liens permitted by Section 8.3) securing all Obligations and created by any of the Collateral Documents, (iii) perfect and maintain the validity, effectiveness and priority of any of the Collateral Documents and the Liens or intended to be created thereby and by the First Priority nature thereof and (iv) assureLoan Documents, convey, grant, assign, transfer, preserve, protect and confirm to all at the Collateral Agent or expense of the Lenders the rights granted or now or hereafter intended to be granted to the Collateral Agent or any Lenders under any Loan Document or under any other document executed in connection therewithBorrower. (b) With respect to If any Property property or asset forming a part of the Collateral is acquired by any Principal Company or a Subsidiary Guarantor Loan Party after the Closing Date as to which Effective Date, the Collateral AgentBorrower will promptly notify the Administrative Agent thereof, for provided that, such notice shall not be required if (i) the benefit of the Secured Parties, does not have Administrative Agent has a valid first priority perfected First Priority security interest pursuant to the Collateral Documents (other than Property expressly excluded from the Collateral pursuant to the Loan Documents and subject to Section 9.7 with respect to new Subsidiaries and Section 9.8 with respect to new Real Property Assets), promptly execute and deliver to the Collateral Agent such amendments to the Collateral Documents or such other documents as the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a security interest in such Property and take all other property or asset by virtue of any actions necessary previously taken by or advisable to grant to the Collateral Agent, for the benefit on behalf of the Secured PartiesAdministrative Agent; and (ii) such actions are not required by the terms of Security Agreement, and will cause such property or asset to be subjected to a perfected First Priority first priority security interest in favor of the Administrative Agent (subject, in the case of non-possessory security interests, to Liens permitted by Section 8.3) and the Loan Parties will take such actions as shall be necessary or reasonably requested by the Administrative Agent (other than its Excluded Subsidiaries) to grant and perfect such Liens, (including the actions described in Section 7.7 and clause (a)). (c) As promptly as practicable after the acquisition of a Material Real Property, includingdeliver, without limitationupon the request of the Administrative Agent in its sole discretion, to the Administrative Agent with respect to such real property, title reports, surveys and engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance satisfactory to the Administrative Agent; provided, that to the extent any Loan Party or its Subsidiaries shall have otherwise received any of the foregoing items with respect to such real property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent. (d) Notwithstanding anything to the contrary contained herein, if at any time any real property is to be pledged as Collateral: (i) the Borrower shall provide at least forty-five (45) days' prior written notice to the pledge of such Material Real Property as Collateral; (ii) the Borrower shall provide (1) standard flood hazard determination forms and (2) if any property is located in a special flood hazard area, (x) notices to (and confirmations of receipt by) the Borrower as to the existence of a special flood hazard and, if applicable, the unavailability of flood hazard insurance under the National Flood Insurance Program and (y) evidence of applicable flood insurance, if available, in each case in such form, on such terms and in such amounts as required by The National Flood Insurance Reform Act of 1994, the Federal Flood Disaster Protection Act and rules and regulations promulgated thereunder or as otherwise required by the Administrative Agent or any Lender; (iii) the Administrative Agent shall not enter into, accept or record any mortgage in respect of such Material Real Property until the Administrative Agent shall have received written confirmation from each Lender that flood insurance compliance has been completed by such Lender with respect to such Material Real Property (such written confirmation not to be unreasonably withheld or delayed). Any increase, extension or renewal of this Agreement shall be subject to flood insurance due diligence and flood insurance compliance reasonably satisfactory to the Administrative Agent and each Lender; and (iv) if the Administrative Agent or the Required Lenders reasonably determine that they are required by law or regulation to have appraisals prepared in respect of any Material Real Property of the Parent or any of its Subsidiaries constituting Collateral, the Parent and the Borrower will, at their own expense, provide 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. Notwithstanding the foregoing or any other provision of any Loan Document to the contrary the Borrower, the Parent and their respective Subsidiaries shall not be required, and the Administrative Agent and the Lenders shall not be authorized (i) to perfect the security interest in the Collateral by means other than through (a) filings pursuant to the U.C.C. in the office of the secretary of state (or similar central filing office) of UCC financing statementsthe relevant States and filing in the applicable real estate records with respect to mortgaged properties or fixtures relating to mortgaged property, (b) filings in the United States government offices with respect to Intellectual Property Collateral as expressly required by the Loan Documents, (c) mortgages with respect to Material Real Property or (d) delivery to the Administrative Agent to be held in its possession of all Collateral consisting of intercompany notes representing Indebtedness in excess of $5,000,000 individually and $10,000,000 in the aggregate, stock certificates of Parent’s Subsidiaries and instruments, in each case as expressly required by the Loan Documents, (ii) to enter into any deposit account control agreement, securities account control agreement or other control agreement with respect to any deposit account, securities account or other asset requiring perfection through third-party control agreements, or (iii) to take any action with respect to assets located outside of the United States or enter into any agreement, including pledge agreements, pursuant to foreign Law.

Further Assurances; Additional Collateral. (a) Each Principal Company will The Borrower and will the MLP shall cause its the MLP and each Subsidiary Guarantors of the Borrower and the MLP to do, execute, acknowledge, deliver, record, re-record, file, re-file, register take such actions and re-register, any to execute and all deliver such further acts, deeds, conveyances, security agreements, mortgages, assignments, estoppel certificates, financing statements documents and continuations thereof, termination statements, notices of assignment, transfers, certificates, assurances and other instruments as the Administrative Agent shall require to ensure that the Collateral Agent or any Lender may reasonably require from time to time on behalf of the Lenders shall, at all times, have received currently effective duly executed Loan Documents granting Lien and security interest in order to substantially all of the assets of the MLP and each Subsidiary of the Borrower and the MLP, including (i) carry out at least 80% (based on fair market value) of the purposes of this Agreement or any Vessels and the other Loan Documentfixed assets, and all accounts receivable, inventory, equipment, general intangibles, and deposit accounts, and (ii) subject any all other material assets and properties of the PropertiesMLP, rights the Borrower, and their Subsidiaries including all capital stock, partnership, joint venture, membership interests, or other equity interests, provided, (A) equity interests covered in CF Martin Sulphur will not be pledged until (1) CF Martin Sulphur Orgxxxxxxxxx Documents no longer prohibit the MLP, xxx Xxxxxwer, or their Subsidiaries from granting a Lien and security interest in equity interests in CF Martin Sulphur or (2) Martin Resource, its Subsidiaries, or Affilixxxx xxx all the equity ixxxxxxts in CF Martin Sulphur and CF Martin Sulphur General Partner and (B) generxx xxxxxxrship interesxx xx xxx Borrower shall not be pledged by any the Borrower General Partner until (1) such time as the Borrower General Partner Organization Documents no longer prohibit the Borrower General Partner from granting a Lien and security interest in the general partnership interests of the Collateral Documents Borrower and (2) such pledge shall not result in any material adverse tax consequences to the Liens created by any of the Collateral Documents, (iii) perfect and maintain the validity, effectiveness and priority of any of the Collateral Documents and the Liens intended to be created thereby and the First Priority nature thereof and (iv) assure, convey, grant, assign, transfer, preserve, protect and confirm to the Collateral Agent MLP or the Lenders the rights granted or now or hereafter intended to be granted to the Collateral Agent or any Lenders under any Loan Document or under any other document executed in connection therewithits Subsidiaries. (b) With respect In connection with the actions required pursuant to any Property acquired the foregoing subsection (a), the Borrower and the MLP shall cause the MLP and each Subsidiary of the Borrower and the MLP to execute and deliver such stock certificates, blank stock powers, evidence of corporate authorization, opinions of counsel, current valuations, evidence of title, title opinions, title insurance and other documents, and shall use commercially reasonable efforts to obtain landlord and mortgagee waivers and third party consents, as shall be requested by any Principal Company or a Subsidiary Guarantor after the Closing Date as Administrative Agent, in each case in form and substance satisfactory to which the Administrative Agent. (c) The Liens required by this Section 6.18 shall be perfected Liens in favor of the Collateral Agent, Agent for the benefit of the Secured PartiesLenders, does not have a perfected First Priority security interest pursuant subject in priority to no other Liens except Permitted Liens of the Collateral Documents type described in Section 7.01 (other than Property expressly excluded from Section 7.01(h) and, in the Collateral case of the Vessels and other fixed assets required to be pledged pursuant to the Loan Documents and subject to Section 9.7 with respect to new Subsidiaries and Section 9.8 with respect to new Real Property Assets6.18(a)(i), promptly other than Section 7.01(b), (h), (i), (j), and (k)). If the Administrative Agent shall determine that, as of any date, the Borrower or the MLP shall have failed to comply with this Section 6.18, the Administrative Agent may (and at the direction of the Required Lenders, shall) notify the Borrower in writing of such failure and, within 30 days from and after receipt of such written notice by the Borrower, the Borrower shall execute and deliver to the Collateral Administrative Agent such amendments supplemental or additional Loan Documents, in form and substance satisfactory to the Administrative Agent and its counsel, securing payment of the Notes and the other Obligations and covering additional assets and properties not then encumbered by any Loan Documents (together with such other information, as may be requested by the Administrative Agent, each of which shall be in form and substance reasonably satisfactory to the Administrative Agent) such that the Administrative Agent shall have received currently effective duly executed and perfected Collateral Documents or such other documents as the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit encumbering substantially all of the Secured Parties, a security interest in such Property and take all other actions necessary or advisable to grant to the Collateral Agent, for the benefit assets of the Secured Parties, a perfected First Priority security interest in such Property, including, without limitationMLP, the filing Borrower and each of UCC financing statementstheir respective Subsidiaries as required by Section 6.18(a).

Further Assurances; Additional Collateral. (a) Each Principal The Company will and will cause each of its Subsidiary Guarantors to doSubsidiaries to, executeand the Delaware Sub will, acknowledge, deliver, record, re-record, file, re-file, register and re-register, execute any and all further documents, financing statements, agreements and instruments, and take all further action (including, without limitation, filing UCC and other financing statements, recording assignments of leases and rents, mortgages, deeds of trust and memoranda of leases and filings with the United States Patent and Trademark Office and the United States Copyright Office) that may be required under applicable law, or that the Required Holders may reasonably request, in order to effectuate the transactions contemplated by the Transaction Documents and in order to grant, preserve, protect and perfect the validity and first priority of the security interests created or intended to be created by the Security Documents. (b) The parties hereto acknowledge and agree that it is their intention that the Obligations shall be secured by, among other things, a first priority Lien, on substantially all the property of the Company and the Delaware Sub (including, without limitation, real and other property acquired subsequent to the date of the First Draw Down). Any property acquired after the date of the First Draw Down (other than Real Properties having an aggregate value of $25,000 or less) by the Company or the Delaware Sub, the Company or the Delaware Sub, as applicable, will, at its cost and expense, within 90 days of such further actsacquisition, deedssecure the Obligations by pledging or creating, conveyancesor causing to be pledged or created, perfected first priority security interests with respect to such property. Such security interests and Liens will be created under the Security Documents and other security agreements, mortgages, assignments, estoppel certificates, financing statements and continuations thereof, termination statements, notices deeds of assignment, transfers, certificates, assurances trust and other instruments and documents in form and substance satisfactory to the Collateral Agent, and the Company and the Delaware Sub shall deliver or cause to be delivered to the Agent or any Lender may all such instruments and documents (including, without limitation, legal opinions, title insurance policies, surveys, appraisals, certificates of title, consents, lien waivers, subordination, non-disturbance and attornment agreements and lien searches) as the Required Holders shall reasonably require from time request to time evidence compliance with this Section 9.07. The Company and the Delaware Sub shall take all further action of the type described in Section 9.07(a) in order to (i) carry out the purposes of this Agreement or any other Loan Document, (ii) subject any of the Properties, rights or interests covered by any of the Collateral Documents to the Liens created by any of the Collateral Documents, (iii) perfect and maintain the validity, effectiveness and priority of any of the Collateral Documents and the Liens intended to be created thereby and the First Priority nature thereof and (iv) assure, convey, grant, assign, transfer, preserve, protect and confirm to the Collateral Agent or the Lenders the rights granted or now or hereafter intended to be granted to the Collateral Agent or any Lenders under any Loan Document or under any other document executed in connection therewithperfect such Lien and security interest. (bc) With respect Each of the Company and the Delaware Sub agrees, from time to any Property acquired by any Principal Company or a Subsidiary Guarantor after time, to provide such evidence as the Closing Date Agent shall reasonably request as to which the Collateral Agent, for the benefit perfection and priority status of the Secured Parties, does not have a perfected First Priority each security interest pursuant to the Collateral Documents (other than Property expressly excluded from the Collateral pursuant to the Loan Documents and subject to Section 9.7 with respect to new Subsidiaries and Section 9.8 with respect to new Real Property Assets), promptly execute and deliver to the Collateral Agent such amendments to the Collateral Documents or such other documents as the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a security interest in such Property and take all other actions necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected First Priority security interest in such Property, including, without limitation, the filing of UCC financing statementsXxxx contemplated herein.

Further Assurances; Additional Collateral. (a) Each Principal Company will of Holdings and will the Borrowers shall execute and deliver, and cause its Subsidiary Guarantors Subsidiaries to do, execute, acknowledge, execute and deliver, recordwithin the time periods set forth with respect to such items on the Closing List, reall agreements, documents and instruments designated as "post-recordclosing items" on the Closing List. At any time and from time to time, filepromptly following Lender's written request and at the expense of the applicable Person, re-fileeach of Holdings and the Borrowers agrees to duly execute and deliver, register and re-registeragrees to cause its Subsidiaries to duly execute and deliver, any and all such further acts, deeds, conveyances, security agreements, mortgages, assignments, estoppel certificates, financing statements instruments and continuations thereof, termination statements, notices of assignment, transfers, certificates, assurances documents and other instruments the Collateral Agent or any take such further action as Lender may reasonably require from time to time deem desirable in order to (i) carry out the purposes of this Agreement or any other Loan Document, (ii) subject any of the Properties, rights or interests covered by any of the Collateral Documents to the Liens created by any of the Collateral Documents, (iii) perfect and maintain the validity, effectiveness and priority of protect any of the Collateral Documents and the Liens intended to be created thereby and the First Priority nature thereof and (iv) assure, convey, grant, assign, transfer, preserve, protect and confirm to the Collateral Agent or the Lenders the rights Lien granted or now or hereafter intended purported to be granted to the Collateral Agent or any Lenders under any Loan Document or under any other document executed in connection therewith. (b) With respect to any Property acquired by any Principal Company or a Subsidiary Guarantor after the Closing Date as to which the Collateral Agent, for the benefit of the Secured Parties, does not have a perfected First Priority security interest pursuant to the Collateral Documents (other than Property expressly excluded from the Collateral pursuant to the Loan Documents or to enable Lender, in accordance with the terms of the applicable Loan Documents, to exercise and subject to Section 9.7 enforce its rights and remedies under the Loan Documents with respect to new such Collateral. In addition, each Borrower agrees to grant, and cause any of its Subsidiaries and Section 9.8 with respect to new Real Property Assets)grant, promptly execute and deliver to the Collateral Agent such amendments to the Collateral Documents or such other documents as the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured PartiesLender, a security interest in any additional property which, as of the Closing Date, does not constitute Collateral, provided, that the granting of such Property security interest would not be prohibited by other Contractual Obligations to which such Borrower or such Subsidiary is a party, or would not be prohibited by applicable law, and take all other actions necessary or advisable to grant provided further, that such Subsidiary has granted to the Collateral Agent, for the benefit of the Secured Parties, Senior Revolving Lenders a perfected First Priority security interest in such additional Property, includingit being understood and agreed that Lender shall not be entitled to obtain the foregoing security interest in, without limitation(a) any Property as to which the Senior Revolving Lenders are not granted a security interest (exclusive of the Houston Facility), (b) the filing stock of UCC financing statementsany Subsidiary which is organized outside the laws of the United States or any political subdivision thereof, or any Property owned by any such Subsidiary, wherever located, (c) any Property located outside the United States, or (d) any accounts payable to parties resident outside the United States.

Further Assurances; Additional Collateral. (a) Each Principal Company will and will The Borrower shall cause its Subsidiary Guarantors to doeach Domestic Subsidiary, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register, any and all such further acts, deeds, conveyances, security agreements, mortgages, assignments, estoppel certificates, financing statements and continuations thereof, termination statements, notices of assignment, transfers, certificates, assurances and other instruments the Collateral Agent or any Lender may reasonably require from time to time in order time, to (i) carry out become an Obligor with respect to, and jointly and severally liable with all other Obligors for, all the purposes of Obligations under this Agreement or any and the Notes and the other Loan Document, (ii) subject any of the Properties, rights or interests covered Documents by any of the Collateral Documents promptly executing and delivering to the Liens created Lenders a Guaranty substantially in the form of Exhibit G hereto, with appropriate insertions, and by any of causing such Domestic Subsidiary’s, as the Collateral Documentscase may be, (iii) perfect and maintain the validitycapital stock, effectiveness and priority of any of the Collateral Documents and the Liens intended partnership, joint venture or membership interest to be created thereby and the First Priority nature thereof and (iv) assure, convey, grant, assign, transfer, preserve, protect and confirm pledged pursuant to a pledge agreement in form satisfactory to the Collateral Agent or the Lenders the rights granted or now or hereafter intended to be granted to the Collateral Agent or any Lenders under any Loan Document or under any other document executed in connection therewithAdministrative Agent. (b) With respect The Borrower shall and shall cause its Subsidiaries to any Property acquired by any Principal Company or a Subsidiary Guarantor after take such actions and to execute and deliver such documents and instruments as the Closing Date as Administrative Agent shall require to which ensure that the Collateral Agent, for the benefit Administrative Agent on behalf of the Secured PartiesLenders shall, does not at all times, have a perfected First Priority security received currently effective duly executed Loan Documents encumbering substantially all of the Borrower’s and its Domestic Subsidiaries’ assets, including (i) 100% of the stock or other equity interest in each Domestic Subsidiary, and 65% of the stock or other equity interest in each Foreign Subsidiary, (ii) 85% of the total value of all of the Borrower’s and its Domestic Subsidiaries’ Oil and Gas Properties evaluated in the most recent Reserve Report, and (iii) all of the Borrower’s and its Domestic Subsidiaries’ other material assets and properties, both tangible and intangible, both personal and real, other than assets encumbered by Liens permitted by Section 7.2.3(q) , (r) and (s). (i) In connection with the actions required pursuant to the Collateral Documents foregoing subsections (a) and (b), the Borrower shall and shall cause its Subsidiaries to execute and deliver such stock certificates, blank stock powers, evidence of corporate authorization, opinions of counsel, current valuations, evidence of title, title opinions, title insurance and other than Property expressly excluded from documents, and shall use commercially reasonable efforts to obtain landlord and mortgagee waivers and third party consents, as shall be requested by the Collateral pursuant Administrative Agent, in each case in form and substance satisfactory to the Loan Documents Administrative Agent. (ii) On or before the delivery of each Reserve Report required by Section 7.1.1(k), the Borrower shall deliver to the Administrative Agent such title information as the Administrative Agent may require setting forth the status of title acceptable to the Administrative Agent covering enough of the Oil and Gas Properties included in such Reserve Report so that the Administrative Agent shall have received, together with the title information previously delivered to the Administrative Agent, satisfactory title information on at least 85% of the value of the Company’s and its Subsidiaries’ Oil and Gas Properties included in such Reserve Reports. (d) The liens required by this Section 7.1.7 shall be first priority perfected liens in favor of the Administrative Agent, subject to no other liens except Permitted Liens. If the Administrative Agent shall determine that, as of any date, the Borrower shall have failed to comply with this Section 9.7 with respect to new Subsidiaries 7.1.7, the Administrative Agent may (and Section 9.8 with respect to new Real Property Assets)at the direction of the Required Lenders, promptly shall) notify the Borrower in writing of such failure and, within 30 days from and after receipt of such written notice by the Borrower, the Borrower shall execute and deliver to the Collateral Administrative Agent such amendments supplemental or additional Loan Documents, in form and substance satisfactory to the Administrative Agent and its counsel, securing payment of the Notes and the other Obligations and covering additional assets and properties not then encumbered by any Loan Documents (together with such current valuations, engineering reports, appraisals, and title opinions or insurance applicable to the additional assets and properties collaterally assigned, as may be requested by the Administrative Agent, each of which shall be in form and substance satisfactory to the Administrative Agent) such that the Administrative Agent shall have received currently effective duly executed and perfected Collateral Documents or such other documents as the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit encumbering substantially all of the Secured Parties, a security interest in such Property material assets and take all other actions necessary or advisable to grant to the Collateral Agent, for the benefit properties of the Secured Parties, a perfected First Priority security interest in such Property, including, without limitation, the filing of UCC financing statementsBorrower and its Domestic Subsidiaries as required by Section 7.1.8(b).

Further Assurances; Additional Collateral. (a) Each Principal of Holdings and the Company will, and the Company will and will cause its each of the Subsidiary Guarantors to doand KH LLC to, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register, execute any and all further documents, financing statements, agreements and instruments, and take all further action (including, without limitation, filing UCC and other financing statements, recording assignments of leases and rents, mortgages, deeds of trust and memoranda of leases and filings with the United States Patent and Trademark Office and the United States Copyright Office) that may be required under applicable law, or that the Collat- eral Agent may reasonably request, in order to effectuate the transactions contemplated by the Transaction Documents and in order to grant, preserve, protect and perfect the validity and first priority of the security interests created or intended to be created by the Security Documents, subject only to Permitted Collateral Liens and the Intercreditor Agreement. (b) The Company will cause any subsequently acquired (to the extent permitted hereunder) or organized Domestic Wholly-Owned Subsidiary (and any Domestic non-Wholly Owned Subsidiary acquired in connection with a Permitted Acquisition) to execute a Joinder Agreement and each applicable Security Document in favor of the Collateral Agent as shall be necessary or appropriate to grant a first priority Lien on and security interest in the property owned or held by such Domestic Wholly-Owned Subsidiary (and any Domestic non-Wholly Owned Subsidiary acquired in connection with a Permitted Acquisition) and to take all further actsaction of the type described in this Section 9.12 in order to grant, deedspreserve, conveyancesprotect and perfect such Lien and security interest. (c) The parties hereto acknowledge and agree that it is their intention that the Obligations shall be secured by, among other things, a first priority Lien, subordinated only as set forth in the Intercreditor Agreement, on substantially all the property of the Restricted Parties (including, without limitation, real and other property acquired subsequent to the Closing Date). Any property acquired after the Closing Date (other than Real Properties having an aggregate value of $5,000,000) by KH LLC, Holdings, the Company, and/or the Subsidiary Guarantors or if the lenders under the Senior Credit Agreement take a perfected first priority security interest on any existing property owned by any Restricted Party as to which the lenders under the Senior Credit Agreement do not, as of the date hereof, have a perfected first priority security interest, the Company will, at its cost and expense, within 90 days of such acquisition, secure the Obligations by pledging or creating, or causing to be pledged or created, perfected first priority security interests with respect to such property. Such security interests and Liens will be created under the Security Documents and other security agreements, mortgages, assignments, estoppel certificates, financing statements and continuations thereof, termination statements, notices deeds of assignment, transfers, certificates, assurances trust and other instruments and documents in form and substance satisfactory to the Collateral Agent, and the Company shall deliver or cause to be delivered to the Collateral Agent or any Lender may all such instruments and documents (including, without limitation, legal opinions, title insurance policies, surveys, appraisals, certificates of title, consents, lien waivers, subordination, non-disturbance and attornment agreements and lien searches) as the Collateral Agent shall reasonably require from time request to time evidence compliance with this Section 9.12. The Company shall take all further action of the type described in Section 9.12(a) in order to (i) carry out the purposes of this Agreement or any other Loan Document, (ii) subject any of the Properties, rights or interests covered by any of the Collateral Documents to the Liens created by any of the Collateral Documents, (iii) perfect and maintain the validity, effectiveness and priority of any of the Collateral Documents and the Liens intended to be created thereby and the First Priority nature thereof and (iv) assure, convey, grant, assign, transfer, preserve, protect and confirm to the Collateral Agent or the Lenders the rights granted or now or hereafter intended to be granted to the Collateral Agent or any Lenders under any Loan Document or under any other document executed in connection therewithperfect such Lien and security interest. (bd) With respect to any Property acquired by any Principal Company or a Subsidiary Guarantor after Each Restricted Party shall grant, at the Closing Date as to which the Collateral AgentRestricted Parties' sole cost and expense, for the benefit of the Secured Parties, does not have a perfected First Priority security interest pursuant to the Collateral Documents (other than Property expressly excluded from the Collateral pursuant to the Loan Documents and subject to Section 9.7 with respect to new Subsidiaries and Section 9.8 with respect to new Real Property Assets), promptly execute and deliver to the Collateral Agent such amendments to the Collateral Documents or such other documents as the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, at the request of the Collateral Agent, at any time, a perfected first priority security interest in and Lien on any Real Property acquired after the Closing Date (other than Real Properties having an aggregate value of $5,000,000) or vehicles owned by any such Property Restricted Party and take all any other actions necessary or advisable property of such Restricted Party and not already subject to grant the Lien of the Security Documents, subject only to Prior Liens acceptable to the Collateral Agent, for . Each Restricted Party shall take all actions requested by the benefit of the Secured Parties, a perfected First Priority security interest in such Property, Collateral Agent (including, without limitation, the filing obtaining of UCC financing statementsMortgages, legal opinions, title insurance policies, surveys, appraisals, certificates of title, consents, lien waivers, subordination, non-disturbance and attornment agreements, lien searches and other documents necessary under applicable law, in each case, in form and substance acceptable to Collateral Agent) in connection with the granting of such security interest and Lien. (e) The Company agrees, from time to time, to provide such evidence as the Collateral Agent shall reasonably request as to the perfection and priority status of each security interest and Xxxx contemplated herein. (f) Each Restricted Party agrees that each action required by this Section 9.12 shall be completed within 90 days of the date such action is requested or required to be taken; provided that in no event shall any Restricted Party be required to take any action, other than using its reasonable commercial efforts without any material expenditure, to obtain consents from third parties in connection with its compliance with this Section 9.12.

Further Assurances; Additional Collateral. (a) Each Principal Company will Not later than fifteen (15) days after the acquisition by any Loan Party of any Material Real Property (or such longer period as Administrative Agent (at the direction of the Required Lenders) may agree in writing in its sole discretion), which Material Real Property would not automatically be subject to another Mortgage or Lien to Collateral Agent for the benefit of Lenders pursuant to preexisting Loan Documents, deliver to Administrative Agent a commitment for a standard ALTA 2006 form (or other form prescribed for use in the applicable jurisdiction) mortgagee policy of title insurance (with leasehold endorsement for leasehold estate, if applicable), copies of documents referred to therein as constituting encumbrances on such Material Real Property, a survey or mapping of such Material Real Property in a similar form as delivered on the Closing Date, copies of any leases, consents, and will contracts pertaining to such Material Real Property, copies of the purchase agreement and all related documents pursuant to which the Loan Party purchased such Material Real Property, including any final title commitment or title insurance policy, an environmental report and any other studies, reports, approvals, permits, evidence of compliance with Laws and the like obtained or provided to the Loan Party with respect to such Material Real Property, evidence of the flood hazard status of such Material Real Property of the type and in the manner provided on the Closing Date, and such other information as Administrative Agent may reasonably request in evaluating a Mortgage with respect to such Material Real Property. (b) If Administrative Agent has not given notice that it does not wish such Material Real Property to be subject to a Lien and Mortgage in favor of the Collateral Agent for the benefit of the Secured Parties, not later than sixty (60) days after the acquisition by any Loan Party of any Material Real Property described in Section 5.16(a) above (or such longer period as Administrative Agent (at the direction of the Required Lenders) may agree in its sole discretion), shall cause such Material Real Property to be subject to a Lien and Mortgage in favor of the Collateral Agent for the benefit of the Secured Parties and take, or cause the relevant Loan Party to take such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect or record such Lien, and Mortgage in compliance with the Material Real Property Collateral Requirements, subject to the limitations set forth herein and the other Loan Documents. (c) Within sixty (60) days after the reasonable request therefor by the Administrative Agent (or such longer period as Administrative Agent (at the direction of the Required Lenders) may agree in writing in its Subsidiary Guarantors sole discretion), deliver to the Administrative Agent with respect to each Material Real Property, copies of title reports, abstracts or environmental assessment reports; provided, however, that there shall be no obligation to deliver to the Administrative Agent any environmental assessment report whose disclosure to the Administrative Agent would require the consent of a Person other than Loan Parties or their Subsidiaries if such consent cannot be reasonably obtained through commercially reasonable and diligent effort. (d) Promptly following reasonable written request by the Administrative Agent or Collateral Agent (i) correct any mutually identified material defect or error that may be discovered in the execution, acknowledgment, filing or recordation of any Loan Document or other document or instrument relating to any Collateral, (ii) upon the Discharge of ABL Obligations (as defined in the Intercreditor Agreement) or the occurrence and continuation of a Default or an Event of Default, take all steps necessary to protect Collateral Agent’s security interest in the Collateral under the Federal Assignment of Claims Act, the Uniform Commercial Code and all other applicable state or local Laws and deliver to Administrative Agent appropriately endorsed, any instrument or chattel paper connected with any Receivable arising out of any contract between any Loan Party and the United States, any state or any department, agency or instrumentality of any of them and (iii) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register, register any and all such further acts, deeds, conveyancescertificates, security assurances, supplemental agreements, mortgages, assignments, estoppel certificates, financing statements and continuations thereof, termination statements, notices of assignment, assignments and transfers, certificatesinstructions or documents relating to the Collateral, assurances and other instruments as the Administrative Agent or Collateral Agent or any Lender may reasonably require request from time to time in order to (i) carry out more effectively the purposes of this Agreement or any the Loan Documents, but in each case, subject to the limitations set forth herein and in the other Loan Document, (ii) subject any of the Properties, rights or interests covered by any of the Collateral Documents to the Liens created by any of the Collateral Documents, (iii) perfect and maintain the validity, effectiveness and priority of any of the Collateral Documents and the Liens intended to be created thereby and the First Priority nature thereof and (iv) assure, convey, grant, assign, transfer, preserve, protect and confirm to the Collateral Agent or the Lenders the rights granted or now or hereafter intended to be granted to the Collateral Agent or any Lenders under any Loan Document or under any other document executed in connection therewith. (be) With respect to Upon any Property acquired automatic deemed amendment contemplated by any Principal Company clause (g) of Schedule 1.6(a) or a Subsidiary Guarantor after the Closing Date as to which the Collateral Agent, for the benefit of the Secured Parties, does not have a perfected First Priority security interest pursuant to the Collateral Documents (other than Property expressly excluded from the Collateral pursuant to the Loan Documents and subject to Section 9.7 with respect to new Subsidiaries and Section 9.8 with respect to new Real Property AssetsSchedule 1.6(b), promptly execute each Loan Party agrees to take any and deliver all actions reasonably necessary to the Collateral Agent effectuate such amendments or modifications, including without limitation the execution of an amendment to the Collateral Documents or such other documents as the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a security interest in such Property and take all other actions necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected First Priority security interest in such Property, including, without limitation, the filing of UCC financing statementsthis Agreement.

Further Assurances; Additional Collateral. (a) Each Principal The Company will and will cause its Subsidiary Guarantors Subsidiaries to do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register, any and all such further acts, deeds, conveyances, security agreements, mortgages, assignments, estoppel certificates, financing statements and continuations thereof, termination statements, notices of assignment, transfers, certificates, assurances and other instruments the Collateral Agent or any Lender may reasonably require from time to time in order to (i) carry out more effectively the purposes of this Agreement or any other Loan Document, (ii) subject any of the Properties, rights or interests covered by any of the Collateral Documents to the Liens created by any of the Collateral Documents, (iii) perfect and maintain the validity, effectiveness and priority of any of the Collateral Documents and the Liens intended to be created thereby and the First Priority nature thereof and (iv) better assure, convey, grant, assign, transfer, preserve, protect and confirm to the Collateral Agent or the Lenders the rights granted or now or hereafter intended to be granted to the Collateral Agent or any Lenders under any Loan Document or under any other document executed in connection therewith. (b) With respect to any Property acquired by any Principal the Company or a Subsidiary Guarantor after the Closing Date as to which the Collateral Agent, for the benefit of the Secured Parties, does not have a perfected First Priority security interest pursuant to the Collateral Documents (other than Property expressly excluded from the Collateral pursuant to the Loan Documents and subject to Section 9.7 with respect to new Subsidiaries and Section 9.8 with respect to new Real Property Assets), promptly execute and deliver to the Collateral Agent such amendments to the Collateral Documents or such other documents as the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a security interest in such Property and take all other actions necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected First Priority security interest in such Property, including, without limitation, the filing of UCC financing statements.

Further Assurances; Additional Collateral. (a) Each Principal Company will Borrower will, and will cause its Subsidiary Guarantors to doeach other Loan Party to, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register, execute any and all further documents, financing statements, agreements and instruments, and take all such further actsactions (including the filing and recording of financing statements, deeds, conveyances, security agreementsfixture filings, mortgages, assignments, estoppel certificates, financing statements and continuations thereof, termination statements, notices of assignment, transfers, certificates, assurances deeds to secure debt and other instruments documents), which may be required under any applicable Law, or which the Collateral Administrative Agent or any Lender the Required Lenders may reasonably require request, to comply with the terms of this Agreement and the other Loan Documents, including causing the Senior Priority Collateral and the Senior Exclusive Collateral to be subject to a first priority security interest in favor of the Administrative Agent (subject, in the case of non-possessory security interests, to the Liens permitted by Section 7.2.3) and causing the Subordinated Priority Collateral to be subject to a second priority security interest in favor of the Administrative Agent, in each case securing all the Obligations, all at the expense of the Borrowers. The Borrowers also agree to provide to the Administrative Agent, from time to time in order upon request, evidence reasonably satisfactory to (i) carry out the purposes Administrative Agent as to the perfection and priority of this Agreement or any other Loan Document, (ii) subject any of the Properties, rights or interests covered by any of the Collateral Documents to the Liens created by any of the Collateral Documents, (iii) perfect and maintain the validity, effectiveness and priority of any of the Collateral Documents and the Liens or intended to be created thereby and by the First Priority nature thereof and (iv) assure, convey, grant, assign, transfer, preserve, protect and confirm to the Collateral Agent or the Lenders the rights granted or now or hereafter intended to be granted to the Collateral Agent or any Lenders under any Loan Document or under any other document executed in connection therewithDocuments. (b) With respect to If any Property property or asset is acquired or leased by any Principal Company Borrower or a Wxxxx TRS Subsidiary Guarantor after the Closing Date as to which Funding Date, the Collateral Agent, for Borrowers will notify the benefit of Administrative Agent promptly thereof (except such notice shall not be required if the Secured Parties, does not have Administrative Agent has a valid first priority perfected First Priority security interest pursuant to the Collateral Documents (other than Property expressly excluded from the Collateral pursuant to the Loan Documents and subject to Section 9.7 with respect to new Subsidiaries and Section 9.8 with respect to new Real Property Assets), promptly execute and deliver to the Collateral Agent such amendments to the Collateral Documents or such other documents as the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a security interest in such Property property or asset comprising the Senior Priority Collateral or the Senior Exclusive Collateral and take all other actions necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected First Priority valid second priority security interest in such property or asset comprising the Subordinated Priority Collateral, in each case by virtue of any actions previously taken by or on behalf of the Administrative Agent), and will cause such property or asset to be subjected to a first priority security interest in favor of the Administrative Agent (subject, in the case of non-possessory security interests, to the Liens permitted by Section 7.2.3), in the case of such property or asset comprising the Senior Priority Collateral or the Senior Exclusive Collateral, and a valid second priority security interest in such property or asset comprising the Subordinated Priority Collateral, and will take, and cause Wxxxx TRS Subsidiary to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens (including the actions described in Section 7.1.9 and clause (a) and obtaining Landlord Estoppel Certificates with respect to assets located on leased Real Property, including, without limitation, the filing of UCC financing statements).

Further Assurances; Additional Collateral. (a) Each Principal Company will As set forth in Section 5.12, the Borrower and will cause its Subsidiary the Guarantors to do, execute, acknowledge, deliver, record, reshall grant Liens as promptly as practicable on Aircraft Collateral and Aircraft-record, file, re-file, register and re-register, any and all such further acts, deeds, conveyances, security agreements, mortgages, assignments, estoppel certificates, financing statements and continuations thereof, termination statements, notices of assignment, transfers, certificates, assurances and other instruments the Related Collateral Agent or any Lender may reasonably require from time to time in order to (i) carry out the purposes of this Agreement or any other Loan Document, (ii) subject any of the Properties, rights or interests covered by any of the Collateral Documents except to the Liens created by extent constituting an Excluded Asset). With respect to any of the such aircraft subject to a contract for purchase or construction and any applicable Aircraft-Related Collateral, such aircraft and its related Aircraft-Related Collateral Documents, (iii) perfect and maintain the validity, effectiveness and priority of any of the Collateral Documents and the Liens intended shall not be deemed to be created thereby “acquired” until such time that the Borrower or a Guarantor takes both physical possession and the First Priority nature thereof and (iv) assure, convey, grant, assign, transfer, preserve, protect and confirm to the Collateral Agent or the Lenders the rights granted or now or hereafter intended to be granted to the Collateral Agent or any Lenders under any Loan Document or under any other document executed in connection therewithtitle thereto. (b) With respect Subject to Bankruptcy Law, the terms of the DIP Order and any Property acquired required approval by any Principal Company the Bankruptcy Court, except as otherwise provided herein, the Borrower and each of the Guarantors shall do or a Subsidiary Guarantor after cause to be done all acts and things that may be required, or that the Closing Date as Administrative Agent or the Majority Lenders from time to which time may reasonably request, to assure and confirm that the Collateral AgentAdministrative Agent holds, for the benefit of the Secured Parties, does not have a duly created and enforceable and perfected First Priority security interest pursuant Liens upon the Collateral (including any acquired property or other property required by this Agreement or any Security Document to become, Collateral after the Effective Date), in each case, as contemplated by, and with the Lien priority required under, the Loan Documents, and in connection with any merger, consolidation or sale of assets of the Borrower or any Guarantor, the property and assets of the Person which is consolidated or merged with or into the Borrower or any Guarantor, to the extent that they are property or assets of the types which would constitute Collateral Documents under the Security Documents, shall be treated as after-acquired property and the Borrower or such Guarantor shall take such action as may be reasonably necessary to cause such property and assets to be made subject to Liens, in the manner and to the extent required under the Security Documents. (c) The Borrower will, and will cause each Loan Party to, execute any and all further documents, financing statements, agreements and instruments, and take all such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other than Property expressly excluded from documents), that the Administrative Agent or the Majority Lenders may reasonably request, to ensure that the Collateral pursuant granted to the Loan Documents Administrative Agent for the benefit of the Secured Parties encompasses those assets agreed between the Borrower and subject the Lenders prior to Section 9.7 the Effective Date with respect the applicable lien perfection. (d) Without limiting the foregoing, at any time and from time to new Subsidiaries time, the Borrower and Section 9.8 with respect to new Real Property Assets)each of the Guarantors shall promptly execute, promptly execute acknowledge and deliver to the Collateral Agent such amendments to the Collateral Documents or Security Documents, instruments, certificates, financing statements, notices and other documents, and take such other documents actions as shall be reasonably required, or that the Collateral Administrative Agent deems necessary may reasonably request, to create, perfect, protect, assure or advisable enforce the Liens and benefits intended to grant to be conferred, in each case as contemplated by the Collateral Agent, Security Documents for the benefit of the Secured Parties. (e) Notwithstanding anything to the contrary contained herein or in any other Loan Document, Liens on the Collateral will not be required to be perfected if such Liens cannot be perfected by the DIP Order (in the case of the Debtors formed in the United States of America), performing the Perfection Requirements, the filing of aircraft security agreements in the Aviation Registry of the Jurisdiction of Registration to the extent that under local law that causes perfection, the filings described in Section 4.15 of this Agreement, the filing of UCC-1 statements (including with respect to commercial tort claims), the execution and delivery of foreign collateral documents creating second liens in similar form to the foreign collateral documents under the Prepetition Credit Agreement governed by the laws of an Applicable Foreign Jurisdiction and performing the perfection requirements in connection therewith, the delivery of certificates evidencing Capital Stock or promissory notes and an escrow agreement with respect to the DIP Loan Proceeds Disbursement Account, and any reference in the Loan Documents to perfected Liens shall be a reference only to such methods of perfection. (f) To the extent any grant of security required hereby would require the execution and delivery of a Security Document (including any Security Document required by an Applicable Foreign Jurisdiction), the Borrower or such Guarantor shall execute and deliver such Security Document, together with related certificates and opinions with respect thereto, on substantially the same terms as the applicable Security Documents (if any) covering Collateral owned by the Borrower and Guarantors on the Effective Date. (g) Notwithstanding anything herein or in the Loan Documents to the contrary, neither the Borrower nor any Guarantor will be required to grant a security interest in any Excluded Asset. (h) Subject to Section 2.08 (or other similar provision) of the applicable Aircraft Security Agreement, Aircraft Substitutions shall be permitted after the Effective Date so long as the Borrower or the Guarantor that is the owner and pledgor of the Eligible Aircraft being substituted satisfies the conditions with respect thereto, as if such Property Eligible Aircraft had been Aircraft Collateral on the Effective Date, contemporaneously with the consummation of such Aircraft Substitution and take all takes such other actions necessary or advisable in connection therewith as would otherwise have been required to grant be taken pursuant to this Article V and the Security Documents had the substituted Eligible Aircraft been Aircraft Collateral Agent, for on the benefit of the Secured Parties, a perfected First Priority security interest in such Property, including, without limitation, the filing of UCC financing statementsEffective Date.

Further Assurances; Additional Collateral. (a) Each Principal Company will The Borrowers shall cause each of their respective Subsidiaries (other than the Excluded Subsidiaries) to take such actions and will cause its Subsidiary Guarantors to do, execute, acknowledge, deliver, record, re-record, file, re-file, register execute and re-register, any deliver such documents and all such further acts, deeds, conveyances, security agreements, mortgages, assignments, estoppel certificates, financing statements and continuations thereof, termination statements, notices of assignment, transfers, certificates, assurances and other instruments as the Administrative Agent shall require to ensure that the Administrative Agent or Collateral Agent on behalf of the Secured Parties shall, at all times, have received currently effective duly executed Loan Documents granting Liens and security interests in substantially all of the property of the Borrowers and their Subsidiaries (other than (x) the Three Little Pipes (which because of their minimal value have not been, and are not contemplated to be, subjected to a Lien), (y) the limited liability company membership interest in Eastern and (z) the Excluded Subsidiaries), including all capital stock, partnership, joint venture, membership interests, or any Lender may reasonably require from time to time in order to other equity interests except for (i) carry out the purposes any motor vehicle or other equipment that has a certificate of this Agreement or any other Loan Documenttitle and a fair market value of less than $50,000, (ii) subject any of the PropertiesExcluded Assets, rights or interests covered by any of the Collateral Documents to the Liens created by any of the Collateral Documents, and (iii) perfect those properties and maintain assets as to which the validity, effectiveness and priority Administrative Agent shall determine in its sole discretion (in consultation with the Borrowers) that the costs of any obtaining such security interest are excessive in relation to the value of the Collateral Documents and the Liens intended security to be created thereby and afforded thereby; provided, that with respect to rights of way, easements, leases or other similar property interests acquired by any Loan Party after the First Priority nature thereof and (iv) assuredate hereof relating to the KPC Pipeline or to the Bluestem Gathering System or other gathering system or pipeline hereafter acquired, convey, grant, assign, transfer, preserve, protect and confirm the relevant Loan Party shall promptly grant to the Collateral Agent as additional security for the Obligations, within 60 days after each June 30th and December 31st, a security interest in and Mortgage on each right of way, easement, lease or other similar property interest acquired by it during the Lenders the rights granted six month period ended on such June 30 or now or hereafter intended to be granted to the Collateral Agent or any Lenders under any Loan Document or under any other document executed in connection therewithDecember 31, as applicable, and not constituting an Excluded Asset. (b) With respect In connection with the actions required pursuant to any Property acquired the foregoing subsection (a), the Borrowers shall cause each of their respective Subsidiaries (other than the Excluded Subsidiaries) to execute and deliver such stock certificates, blank stock powers, evidence of corporate authorization, opinions of counsel, current valuations, evidence of title, and other documents, and shall use commercially reasonable efforts to obtain third party consents, as shall be reasonably requested by any Principal Company or a Subsidiary Guarantor after the Closing Date as to which the Collateral Administrative Agent, in each case in form and substance reasonably satisfactory to the Administrative Agent. (c) Except for the second priority Liens in favor of the Administrative or Collateral Agent for the benefit of the Lenders on the Borrowing Base Oil and Gas Properties and Bluestem Gathering System, the Liens required by this Section 6.15 shall be first priority Liens in favor of the Administrative Agent or Collateral Agent for the benefit of the Secured Parties, does not have a perfected First Priority security interest pursuant to the Collateral Documents (other than Property expressly excluded from the Collateral pursuant to the Loan Documents and subject to no other Liens except Permitted Liens of the type described in Section 9.7 with respect to new Subsidiaries and 7.01. The Liens required by this Section 9.8 with respect to new Real Property Assets), promptly execute and deliver to 6.15 shall be perfected Liens in favor of the Administrative Agent or Collateral Agent such amendments to the Collateral Documents or such other documents as the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a security interest Parties in such Property and take all other actions necessary or advisable to grant collateral to the Collateral Agent, for the benefit of the Secured Parties, a perfected First Priority security interest in such Property, including, without limitation, extent perfection has or will occur by (i) the filing of UCC a Uniform Commercial Code financing statementsstatement in the relevant jurisdiction, (ii) filing or recording a mortgage in real property records of the county in which such real property or fixtures is located, (iii) possession or control or (iv) the notation on a certificate of title. If the Administrative Agent shall determine that, as of any date, the Borrowers shall have failed to comply with this Section 6.15, the Administrative Agent may (and at the direction of the Required Lenders, shall) notify the Borrowers in writing of such failure and, within 30 days from and after receipt of such written notice by the Borrowers, the Borrowers shall execute and deliver to the Administrative Agent supplemental or additional Loan Documents, in form and substance satisfactory to the Administrative Agent and its counsel, securing payment of the Notes and the other Obligations and covering additional assets and properties not then encumbered by any Loan Documents (together with such other information, as may be requested by the Administrative Agent, each of which shall be in form and substance reasonably satisfactory to the Administrative Agent) such that the Administrative Agent shall have received currently effective duly executed and perfected Collateral Documents encumbering substantially all of the assets of the Borrowers and their respective Subsidiaries (other than the Excluded Subsidiaries) as required by Section 6.15(a). (d) If the Borrowers discover, or Administrative Agent notifies Borrowers of, any title defect in the easements and/or rights-of-way comprising the KPC Pipeline that would have, individually or in the aggregate, a Material Adverse Effect, the Borrowers will take commercially reasonable actions to cure such title defects.

Further Assurances; Additional Collateral. (a) Each Principal Company will and will cause its Subsidiary Guarantors to do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register, Execute any and all further documents, financing statements, agreements and instruments, and take all such further acts, deeds, conveyances, security agreements, mortgages, assignments, estoppel certificates, actions (including the filing and recording of financing statements and continuations thereof, termination statements, notices of assignmentfixture filings, transfers, certificates, assurances Mortgages and other instruments documents), that the Administrative Agent may reasonably request (including, without limitation those required by applicable law), to satisfy the Collateral Agent or any Lender may reasonably require Requirement and to cause the Collateral Requirement to be and remain satisfied, all at the expense of the Loan Parties and provide to the Administrative Agent, from time to time upon reasonable request, evidence reasonably satisfactory to the Administrative Agent as to the perfection and priority of the Liens created or intended to be created by the Collateral Documents, subject in order each case to paragraph (g) below. (b) If any asset (other than Real Property which is covered by paragraph (c) below) that has an individual fair market value (as determined in good faith by the Borrower) in an amount greater than $5,000,000 is acquired by the Borrower or any Subsidiary Loan Party after the Effective Date or owned by an entity at the time it becomes a Subsidiary Loan Party (in each case other than (x) assets constituting Collateral under a Collateral Document that become subject to the Lien of such Collateral Document upon acquisition thereof and (y) assets that are not required to become subject to Liens in favor of the Administrative Agent pursuant to Section 5.10(g) or the Collateral Documents) will (i) carry out promptly as practicable notify the purposes Administrative Agent thereof and (ii) take or cause the Subsidiary Loan Parties to take such actions as shall be reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in paragraph (a) of this Agreement Section 5.10, all at the expense of the Loan Parties, subject to paragraph (g) below. (i) To the extent requested by the Administrative Agent, grant and cause each of the Subsidiary Loan Parties to grant to the Administrative Agent security interests and mortgages in any Owned Material Real Property of the Borrower or any such Subsidiary Loan Parties, as applicable, as are not covered by the original Mortgages, to the extent acquired after the Effective Date, within 90 days after such acquisition (or such later date as the Administrative Agent may agree) pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent (each, an “Additional Mortgage”) and constituting valid and enforceable Liens subject to no other Liens except Permitted Liens at the time of recordation thereof, (ii) record or file, and cause each such Subsidiary Loan Party to record or file, the Additional Mortgage or instruments related thereto in such manner and in such places as is required by law to establish, perfect, preserve and protect the Liens in favor of the Administrative Agent required to be granted pursuant to the Additional Mortgages and pay, and cause each such Subsidiary Loan Party to pay, in full, all Taxes, fees and other charges required to be paid in connection therewith, in each case subject to paragraph (g) below and (iii) deliver to the Administrative Agent an updated Schedule 1.01B reflecting such additional Mortgaged Properties. Unless otherwise waived by the Administrative Agent, with respect to each such Additional Mortgage, the Borrower shall deliver to the Administrative Agent contemporaneously therewith a title insurance policy and a survey and otherwise comply with the Collateral Requirements applicable to Mortgages and Mortgaged Property. (d) If any additional direct or indirect Subsidiary of the Borrower is formed or acquired after the Effective Date (with any Subsidiary Redesignation resulting in an Unrestricted Subsidiary becoming a Subsidiary being deemed to constitute the acquisition of a Subsidiary) and if such Subsidiary is a Subsidiary Loan Party, within fifteen (15) Business Days after the date such Subsidiary is formed or acquired (or such longer period as the Administrative Agent may agree), notify the Administrative Agent thereof and, within twenty (20) Business Days after the date such Subsidiary is formed or acquired or such longer period as the Administrative Agent shall agree (or, with respect to clauses (g), (h), (i), (j) and (m) of the definition of “Collateral Requirement”, within 90 days after such formation or acquisition or such longer period as set forth therein or as the Administrative Agent may agree, as applicable), cause the Collateral Requirement to be satisfied with respect to such Domestic Subsidiary and with respect to any Equity Interest in or Indebtedness of such Domestic Subsidiary owned by or on behalf of the Borrower or any Subsidiary Loan Party, subject in each case to paragraph (g) below. (e) If any additional Foreign Subsidiary of the Borrower is formed or acquired after the Effective Date (with any Subsidiary Redesignation resulting in an Unrestricted Subsidiary becoming a Subsidiary being deemed to constitute the acquisition of a Subsidiary) and if such Subsidiary is a “first tier” Foreign Subsidiary directly owned by the Borrower or a Subsidiary Loan Party, within fifteen (15) Business Days after the date such Foreign Subsidiary is formed or acquired (or such longer period as the Administrative Agent may agree), notify the Administrative Agent thereof and, within fifty (50) Business Days after the date such Foreign Subsidiary is formed or acquired or such longer period as the Administrative Agent shall agree, cause the Collateral Requirement to be satisfied with respect to any Equity Interest in such Foreign Subsidiary directly owned by the Borrower or any Subsidiary Loan Party, subject in each case to paragraph (g) below. (i) Furnish to the Administrative Agent promptly (and in any event within 30 days after such change or such longer period as the Administrative Agent may agree) written notice of any change (A) in any Loan Party’s corporate or organization name, (B) in any Loan Party’s identity or organizational structure, (C) in any Loan Party’s organizational identification number, (D) in any Loan Party’s jurisdiction of organization or (E) in the location of the chief executive office of any Loan Party that is not a registered organization; provided, that the Borrower shall not effect or permit any such change unless all filings have been made, or will have been made within any statutory period (or such longer period as the Administrative Agent may agree), under the UCC that are required in order for the Administrative Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral in which a security interest may be perfected by such filing, for the benefit of the Secured Parties with the same priority as prior to such change and (ii) promptly notify the Administrative Agent if any material portion of the Collateral is damaged or destroyed. (g) The Collateral Requirement and the other provisions of this Section 5.10 and the other provisions of the Loan Documents with respect to Collateral need not be satisfied with respect to any of the following (collectively, the “Excluded Property”): (i) any Real Property held by the Borrower or any of its Subsidiaries as a lessee under a lease or any Real Property owned in fee that is not Owned Material Real Property, (ii) any vehicle and other assets subject to certificates of title and letter of credit rights (in each case, other than to the extent a Lien on such assets or such rights can be perfected by the filing of customary financing statements) and commercial tort claims with a value reasonably estimated to be less than $5,000,000, (iii) cash, deposit accounts and securities accounts (it being understood and agreed (1) that the Lien of the Administrative Agent may extend to such assets pursuant to the terms of the Guarantee and Collateral Agreement, but that such Lien need not be perfected to the extent perfection requires any action other than the filing of customary financing statements (and all representations, warranties, covenants and other terms of the Loan Documents with respect to Collateral shall be construed accordingly) and (2) that there shall be no lockbox arrangements nor any control agreements relating to any deposit accounts, securities accounts, commodities accounts or any other bank accounts), (iv) any Excluded Securities, (v) pledges and security interests prohibited by applicable law, rule, regulation or contractual obligation not in violation of Section 6.09(c) (in each case, except to the extent such prohibition is unenforceable after giving effect to the applicable anti-assignment provisions of Article 9 of the UCC), (vi) those assets as to which the Borrower and the Administrative Agent shall reasonably agree that the costs or other consequence of pledging, obtaining or perfecting such a security interest are excessive in relation to the value of the security to be afforded thereby, (vii) assets to the extent a security interest in such assets could reasonably be expected to result in material adverse tax consequences as determined in good faith by the Borrower, (viii) any lease, license or other agreement to the extent that a grant of a security interest therein would violate or invalidate such lease, license or agreement or create a right of termination in favor of any other party thereto (other than the Borrower or any other Loan Party) (after giving effect to the applicable anti-assignment provisions of Article 9 of the UCC), (ix) any governmental licenses or state or local franchises, charters and authorizations, to the extent security interests in such licenses, franchises, charters or authorizations are prohibited or restricted thereby (after giving effect to the applicable anti-assignment provisions of Article 9 of the UCC), (x) pending United States “intent-to-use” trademark or service xxxx applications filed pursuant to Section 1(b) of the Xxxxxx Xxx 00 X.X.X. §0000 unless and until a verified statement of use or an amendment to allege use under Sections 1(c) and 1(d) of the Xxxxxx Act has been filed with and accepted by the United States Patent and Trademark Office, (xi) all assets of Holdings other than Equity Interests in the Borrower and other related assets pledged pursuant to the Guarantee and Collateral Agreement, (xii) other customary exclusions under applicable local law or in applicable local jurisdictions and (xiii) any other exceptions mutually agreed upon between the Borrower and the Administrative Agent; provided, that the Borrower may in its sole discretion elect to exclude any property from the definition of Excluded Property. Notwithstanding anything to the contrary in this Agreement, the Guarantee and Collateral Agreement, or any other Loan Document, (i) the Administrative Agent may grant extensions of time or waiver of requirement for the creation or perfection of security interests in or the obtaining of insurance (including title insurance) or surveys with respect to particular assets (including extensions beyond the Effective Date for the perfection of security interests in the assets of the Loan Parties on such date) where it reasonably determines, in consultation with the Borrower, that perfection or obtaining of such items cannot be accomplished by the time or times at which it would otherwise be required by this Agreement or the other Loan Documents, (ii) subject no foreign law governed security documents shall be required and (iii) Liens required to be granted from time to time pursuant to, or any of other requirements of, the Properties, rights or interests covered by any of Collateral Requirement and the Collateral Documents shall be subject to the Liens created by any of the Collateral Documents, (iii) perfect exceptions and maintain the validity, effectiveness and priority of any of limitations set forth in the Collateral Documents and, to the extent appropriate in the applicable jurisdiction or in light of applicable law, regulation, prevailing industry practices or availability on commercially reasonable terms, as otherwise agreed between the Administrative Agent and the Liens intended to be created thereby and the First Priority nature thereof Borrower and (iv) assure, convey, grant, assign, transfer, preserve, protect and confirm to the extent any Mortgaged Property is located in a jurisdiction with mortgage recording or similar tax, the amount secured by the Collateral Agent or the Lenders the rights granted or now or hereafter intended Document with respect to such Mortgaged Property shall be granted limited to the Collateral Agent fair market value of such Mortgaged Property as determined in good faith by the Borrower (subject to any applicable laws in the relevant jurisdiction or any Lenders under any Loan Document or under any other document executed in connection therewithsuch lesser amount agreed to by the Administrative Agent). (bh) With respect The Borrower shall or shall cause the applicable Subsidiary Loan Party to any Property acquired by any Principal Company or a Subsidiary Guarantor after take such actions set forth on Schedule 5.10(h) within the Closing Date as to which the Collateral Agent, timeframes set forth for the benefit taking of such actions on Schedule 5.10(h) (or within such longer timeframes as the Secured PartiesAdministrative Agent shall permit in its reasonable discretion) (it being understood and agreed that all representations, does not have a perfected First Priority security interest pursuant to the Collateral Documents (other than Property expressly excluded from the Collateral pursuant to warranties and covenants of the Loan Documents and subject to Section 9.7 with respect to new Subsidiaries and the taking of such actions are qualified by the non-completion of such actions until such time as they are completed or required to be completed in accordance with this Section 9.8 with respect to new Real Property Assets5.10(h), promptly execute and deliver to the Collateral Agent such amendments to the Collateral Documents or such other documents as the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a security interest in such Property and take all other actions necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected First Priority security interest in such Property, including, without limitation, the filing of UCC financing statements).

Further Assurances; Additional Collateral. (a) Each Principal Company will and will cause its Subsidiary Guarantors to do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register, Execute any and all further documents, financing statements, agreements and instruments, and take all further action (including, without limitation, filing UCC and other financing statements, mortgages and deeds of trust and filings with the United States Patent and Trademark Office and the United States Copyright Office) that may be required under applicable law, or that the Required Lenders, the Administrative Agent or the Collateral Agent may reasonably request, in order to effectuate the transactions contemplated by the Loan Documents and in order to grant, preserve, protect and perfect the validity and first priority of the security interests created or intended to be created by the Security Documents. (b) The Borrower will cause any existing or subsequently acquired or organized Domestic Subsidiary having annual sales or assets in excess of $5,000,000 to execute a Subsidiary Guarantee Agreement, and the Borrower will cause any existing or subsequently acquired or organized Domestic Subsidiary to execute an Indemnity Subrogation and Contribution Agreement and each applicable Security Document in favor of the Collateral Agent as shall be necessary or appropriate to grant a first priority Lien on, and security interest in, the Property owned or held by such Domestic Subsidiary and to take all further actsaction of the type described in this Section 5.11 in order to grant, deedspreserve, conveyancesprotect and perfect such Lien and security interest. (c) The parties hereto acknowledge and agree that it is their intention that the Obligations shall be secured by, among other things, a first priority Lien on substantially all the Property of the Borrower and the Domestic Subsidiaries (including, without limitation, real and other Property acquired subsequent to the Closing Date). Promptly, and in any event within 30 days after the acquisition of any Property by the Borrower and/or the Domestic Subsidiaries, the Borrower and/or the Domestic Subsidiaries will, at their sole cost and expense, promptly secure the Obligations by pledging or creating, or causing to be pledged or created, first priority perfected security interests with respect to such property (the "Additional Collateral"). Such security interests and Liens will be created under the Security Documents and other security agreements, mortgages, assignments, estoppel certificates, financing statements and continuations thereof, termination statements, notices deeds of assignment, transfers, certificates, assurances trust and other instruments and documents in form and substance reasonably satisfactory to the Collateral Agent or any Lender may reasonably require from time to time in order to (i) carry out the purposes of this Agreement or any other Loan DocumentAgent, (ii) subject any of the Properties, rights or interests covered by any of the Collateral Documents to the Liens created by any of the Collateral Documents, (iii) perfect and maintain the validity, effectiveness and priority of any of the Collateral Documents and the Liens intended Borrower shall deliver or cause to be created thereby and the First Priority nature thereof and (iv) assure, convey, grant, assign, transfer, preserve, protect and confirm delivered to the Collateral Agent all such instruments and documents (including, without limitation, legal opinions, title insurance policies, surveys, appraisals, certificates of title, consents and lien searches) as the Collateral Agent shall reasonably request to evidence compliance with this Section 5.11 (provided, however, that with respect -------- to any newly-acquired leasehold Real Property, the Borrower and/or Domestic Subsidiary acquiring such leasehold interest will mortgage, pledge or assign the Lenders the rights granted or now or hereafter intended to be granted underlying lease to the Collateral Agent at the request of the Collateral Agent if such Real Property is material to the business, operations or financial condition of the Borrower and/or Domestic Subsidiary in the reasonable determination of the Collateral Agent); provided, however, that if the -------- ------- underlying lease relating to any Lenders under any Loan Document leasehold Real Property interest acquired by the Borrower and/or the Domestic Subsidiaries by its terms or under any other document executed by operation of law cannot be mortgaged, pledged or assigned as contemplated herein without the consent of the lessor thereunder, the Borrower and/or Domestic Subsidiary acquiring such leasehold interest shall be required to use its commercially reasonable efforts to obtain such consent as soon as practicable but in connection therewithno event later than 60 days from the date the Borrower and/or the Domestic Subsidiaries acquired such leasehold interest, however, the failure to obtain such consent shall not result in a Default hereunder. (bd) The Borrower agrees to, from time to time, provide such evidence as the Collateral Agent shall reasonably request as to the perfection and priority status of each security interest and Lien contemplated. In addition, pursuant to Section 2.24, the Borrower will cause the Assumption Agreement to be executed by the applicable Domestic or Foreign Subsidiary. (e) With respect to any each leased Real Property acquired by any Principal Company or a Subsidiary Guarantor after identified on Schedule -------- 3.07(a)(ii) attached hereto, to the Closing Date as to which the Collateral Agent, for the benefit of the Secured Parties, does extent not have a perfected First Priority security interest pursuant delivered to the Collateral Documents (other than Property expressly excluded from Agent ----------- on the Collateral pursuant Closing Date, the Borrower will and will cause each Domestic Subsidiary to the Loan Documents and subject use its commercially reasonable efforts to Section 9.7 with respect to new Subsidiaries and Section 9.8 with respect to new Real Property Assets), promptly execute obtain and deliver to the Collateral Agent such amendments to the Collateral Documents or such other documents as the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for as soon as practicable but in no event later than 60 days from the benefit of the Secured PartiesClosing Date, a security interest landlord lien waiver, consent (if applicable) and access agreement, substantially in such Property and take all other actions necessary or advisable to grant to the Collateral Agentform of Exhibit L attached hereto; provided, for --------- -------- however, that if, notwithstanding the benefit use of the Secured Parties, a perfected First Priority security interest in such Property, including, without limitationits commercially reasonable ------- efforts, the filing of UCC financing statementsBorrower and/or the applicable Domestic Subsidiary shall fail to obtain such landlord lien waiver such failure shall not result in a Default hereunder.

Further Assurances; Additional Collateral. (a) Each Principal Company will The Borrower and will the MLP shall, and shall cause its each Subsidiary Guarantors of the Borrower and the MLP to, take such actions and execute and deliver such documents and instruments as the Administrative Agent shall request pursuant to do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register, any and all such further acts, deeds, conveyances, security agreements, mortgages, assignments, estoppel certificates, financing statements and continuations thereof, termination statements, notices of assignment, transfers, certificates, assurances and other instruments this Section 6.17(a) to ensure that the Collateral Agent Agent, on behalf of the Lenders, shall, at all times, have currently effective duly executed Loan Documents granting Liens and security interests in substantially all of the (x) material Vessels and material Fixed Assets, (y) accounts receivable, inventory, equipment, general intangibles, and deposit accounts, and (z) other material assets and properties of the MLP, the Borrower, and their Subsidiaries, including all capital stock, partnership, joint venture, membership interests, or any Lender may reasonably require from time to time in order to other equity interests; provided that, (i) carry out general partnership interests in the purposes Borrower shall not be pledged by the Borrower General Partner until (A) such time as the Borrower General Partner Organization Documents no longer prohibit the Borrower General Partner from granting a Lien and security interest in the general partnership interests of this Agreement the Borrower and (B) such pledge shall not result in any material adverse tax consequences to the MLP or any other Loan Document, its Subsidiaries; (ii) subject any with respect to (A) property of CX Xxxxxx Sulphur, L.P. (including the Vessels that are pledged as of the PropertiesClosing Date to secure the MARAD Indebtedness as permitted by Section 7.01(b)(ii) and Section 7.04(e)) and (B) property of CX Xxxxxx Sulphur, rights or LLC (including the general partnership interest in CX Xxxxxx Sulphur, L.P.), Liens and security interests covered by any of on such Vessels and other property shall not be required hereunder until March 31, 2006, or, if the Collateral Documents to the MARAD Indebtedness is repaid on an earlier date, then such Liens created by any of the Collateral Documents, and security interest shall be required on such earlier date; (iii) perfect and maintain the validity, effectiveness and priority grant of any of a Lien on the Collateral Documents and the Liens intended to assets described on Schedule 6.17 shall not be created thereby and the First Priority nature thereof and required until such time as indicated on Schedule 6.17; (iv) assureif the grant of a Lien on (A) any specific lease, conveycontract right, grantgovernmental license or approval or similar property (it being understood by the parties hereto that equity interests in Persons are not included in this clause (A)) or (B) subject to the Administrative Agent’s consent, assignany property acquired by an Obligor after the Closing Date (the property described in this clause (iv) is herein referred to collectively as the “Non-Pledgeable Collateral”) is expressly prohibited by, transferor would cause a default under or termination, preserveavoidance or forfeiture of, protect and confirm any lease, contract, agreement, license or Law to which the MLP, the Borrower, or any of their Subsidiaries is a party or is subject, then the Loan Parties shall not be required to gxxxx x Xxxx to the Collateral Agent on such Non-Pledgeable Collateral for so long as such grant is prohibited or would result in such default; provided that, that upon the Lenders request of the rights granted Administrative Agent, the Loan Parties agree to use commercially reasonable efforts to obtain any consents, authorizations, waivers, or now other approvals that may be required in order to gxxxx x Xxxx on Non-Pledgeable Collateral specifically requested by the Administrative Agent. Notwithstanding anything to the contrary set forth herein, no lease, contract or hereafter intended to be granted to license between (x) the MLP, the Borrower or any of their Subsidiaries and (y) Mxxxxx Resource or any of its Subsidiaries shall prohibit a Lien in favor of, or foreclosure by, the Collateral Agent or any Lenders under any Loan Document or under any other document executed thereon; (v) the Borrower shall not be required to gxxxx x Xxxx on equity interests in connection therewitha Foreign Subsidiary, and a Foreign Subsidiary of a Company shall not be required to grant Liens on its assets, to the extent that the granting of such Liens would have an adverse tax effect on the Companies; and (vi) in the case of acquisition of property by a Company after the Closing Date, upon request made by the Borrower, the Administrative Agent may extend the time period for compliance with this Section 6.17 and with Section 6.15 for a period of up to forty-five (45) days after the date of such acquisition. (b) With respect In connection with the actions required pursuant to any Property acquired this Section 6.17, the Borrower and the MLP shall, and shall cause each Subsidiary of the Borrower and the MLP to, execute and deliver such stock certificates, blank stock powers, evidence of corporate authorization, opinions of counsel, current valuations, evidence of title, title opinions, title insurance and other documents, and shall use commercially reasonable efforts to obtain landlord and mortgagee waivers and third party consents, as shall be reasonably requested by any Principal Company or a Subsidiary Guarantor after the Closing Date as Administrative Agent, in each case in form and substance reasonably satisfactory to which the Administrative Agent. (c) The Liens required by this Section 6.17 shall be perfected Liens in favor of the Collateral Agent, Agent for the benefit of the Secured Lenders and the Lender Swap Parties, does not have a perfected First Priority security interest pursuant subject in priority to no other Liens except Permitted Liens of the Collateral Documents type described in Section 7.01 (other than Property expressly excluded from Section 7.01(h) and, in the Collateral case of the Vessels and other fixed assets required to be pledged pursuant to the Loan Documents and subject to Section 9.7 with respect to new Subsidiaries and Section 9.8 with respect to new Real Property Assets6.17(a)(i), promptly execute other than Section 7.01(b), (h), (i), (j), and deliver to the Collateral Agent such amendments to the Collateral Documents or such other documents as the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a security interest in such Property and take all other actions necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected First Priority security interest in such Property, including, without limitation, the filing of UCC financing statements(k)).

Further Assurances; Additional Collateral. (a) Each Principal Company will and will cause its Subsidiary Guarantors to do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register, Execute any and all such further acts, deeds, conveyances, security agreements, mortgages, assignments, estoppel certificatesdocuments, financing statements and continuations thereof, termination statements, agreements and instruments, and take all further action (including, giving notices of assignment, transfers, certificates, assurances filing UCC and other instruments financing statements and delivering legal opinions and, in the event a Default shall have occurred and be continuing, including creation of lockbox, cash collection accounts and/or sweep accounts) that may be required under applicable law, or that the Required Lenders, the Administrative Agent or the Collateral Agent or any Lender may reasonably require from time to time request, in order to, among other things, effectuate the transactions contemplated by the Loan Documents and in order to (i) carry out the purposes of this Agreement or any other Loan Document, (ii) subject any of the Properties, rights or interests covered by any of the Collateral Documents to the Liens created by any of the Collateral Documents, (iii) perfect and maintain the validity, effectiveness and priority of any of the Collateral Documents and the Liens intended to be created thereby and the First Priority nature thereof and (iv) assure, convey, grant, assign, transfer, preserve, protect and confirm to perfect the Collateral Agent validity and first priority of the security interests created or the Lenders the rights granted or now or hereafter intended to be granted to created by the Collateral Agent or any Lenders under any Loan Document or under any other document executed in connection therewith. (b) With respect to any Property acquired by any Principal Company or a Subsidiary Guarantor after the Closing Date as to which the Collateral Agent, for the benefit of the Secured Parties, does not have a perfected First Priority security interest pursuant to the Collateral Documents (other than Property expressly excluded from the Collateral pursuant to the Loan Documents and subject to Section 9.7 with respect to new Subsidiaries and Section 9.8 with respect to new Real Property Assets), promptly execute and deliver to the Collateral Agent such amendments to the Collateral Documents or such other documents as the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a security interest in such Property and take all other actions necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected First Priority security interest in such PropertySecurity Documents, including, without limitation, all actions that may be required or advisable in connection with the filing enactment of UCC financing statementsRevised Article 9 of the UCC. (b) The parties hereto acknowledge and agree that it is their intention that the Obligations shall be secured by, among other things, a first priority Lien (subject only to Permitted Liens) on all of the domestic Accounts and Inventory and Pledged Securities owned by the Borrower (and such Accounts, Inventory and Pledged Securities owned by any Domestic Subsidiary to the extent required to be pledged pursuant to Section 5.11(f) hereof), whether now owned or hereafter acquired. Promptly, and in any event within 30 days after the acquisition of any Accounts, Inventory or Pledged Securities by the Borrower (and/or such Accounts, Inventory and Pledged Securities owned by any Domestic Subsidiary to the extent required to be Pledged pursuant to Section 5.11(f) hereof) or any Permitted Acquisition, the Borrower will, at its sole cost and expense, promptly secure the Obligations by pledging or creating, or causing to be pledged or created, perfected first priority security interests with respect to such Accounts, Inventory or Pledged Securities, as applicable. Such security interests and Liens will be created under the Security Documents and other instruments and documents in form and substance reasonably satisfac-

Further Assurances; Additional Collateral. (a) Each Principal Company Borrower and each other Loan Party will and will cause its Subsidiary Guarantors to do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register, execute any and all further documents, financing statements, agreements and instruments, and take all such further actsactions (including the filing and recording of financing statements, deeds, conveyances, security agreementsfixture filings, mortgages, assignments, estoppel certificates, financing statements and continuations thereof, termination statements, notices of assignment, transfers, certificates, assurances deeds to secure debt and other instruments documents), which may be required under any Law, or which the Collateral Administrative Agent or any Lender the Required Lenders may reasonably require from time request, to time in order to (i) carry out comply with the purposes terms of this Agreement or any and the other Loan DocumentDocuments, (ii) including causing the Collateral to be subject any to a first priority security interest in favor of the Properties, rights or interests covered by any of the Collateral Documents to the Liens created by any of the Collateral Documents, (iii) perfect and maintain the validity, effectiveness and priority of any of the Collateral Documents and the Liens intended to be created thereby and the First Priority nature thereof and (iv) assure, convey, grant, assign, transfer, preserve, protect and confirm to the Collateral Agent or the Lenders the rights granted or now or hereafter intended to be granted to the Collateral Agent or any Lenders under any Loan Document or under any other document executed in connection therewith. (b) With respect to any Property acquired by any Principal Company or a Subsidiary Guarantor after the Closing Date as to which the Collateral Administrative Agent, for the benefit of the Secured PartiesLender Parties (subject, does not have a perfected First Priority in the case of non-possessory security interest pursuant interests, to the Collateral Documents (other than Property expressly excluded from Liens permitted by Section 7.2.3), securing all the Collateral pursuant Obligations, all at the expense of the Borrowers. The Borrowers also agree to provide to the Loan Documents and subject Administrative Agent, from time to Section 9.7 with respect to new Subsidiaries and Section 9.8 with respect to new Real Property Assets)time upon request, promptly execute and deliver evidence reasonably satisfactory to the Collateral Administrative Agent such amendments as to the Collateral Documents or such other documents as the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit perfection and priority of the Secured PartiesLiens created or intended to be created by the Loan Documents. (b) If any property or asset is acquired by any Borrower, CatchMark TRS, CatchMark TRS Subsidiary or CatchMark HBU after the Effective Date, the Borrowers will notify the Administrative Agent promptly thereof (except such notice shall not be required if the Administrative Agent has a valid first priority perfected security interest in such Property and take all other property or asset by virtue of any actions necessary previously taken by or advisable to grant to the Collateral Agent, for the benefit on behalf of the Secured PartiesAdministrative Agent), and will cause such property or asset to be subjected to a perfected First Priority first priority security interest in favor of the Administrative Agent (subject, in the case of non-possessory security interests, to the Liens permitted by Section 7.2.3), and will take, and cause CatchMark TRS, CatchMark TRS Subsidiary and CatchMark HBU to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens (including the actions described in clause (a) and obtaining Landlord Estoppel Certificates with respect to assets located on leased Real Property). (c) Without limiting the above, if any Real Property is acquired on or after the Effective Date by any Borrower, CatchMark TRS, CatchMark TRS Subsidiary or CatchMark HBU, the Loan Parties will deliver to the Administrative Agent (i) written notice of such acquisition at least forty-five (45) days (or such shorter notice as the Administrative Agent may agree to in its sole discretion) prior to the closing of the same, (ii) not less than thirty (30) days prior (or such shorter period of time as the Administrative Agent may agree to in its reasonable discretion) to the closing of such acquisition of additional Real Property, includingcopies of the substantially complete form of the Real Property Documents, (iii) not less than two (2) Business Day prior (or such shorter period of time as the Administrative Agent may agree to in its reasonable discretion) to the closing of such acquisition of additional Real Property, without limitationcopies of the final form of the Real Property Documents, and (iv) prior to such closing of such acquisition of additional Real Property copies or originals, as applicable, of the final, fully executed Real Property Documents; provided however, if such Real Property is not acquired with any proceeds of any Loan, the filing clauses (b), (c), and (q) through (t) of UCC financing statementsthe definition of “Real Property Documents” shall be delivered to the extent requested by the Administrative Agent in its reasonable discretion. (For the avoidance of doubt, as provided in the definition of “Real Property Documents,” the Administrative Agent may elect in its sole discretion to accept delivery of one or more of the Real Property Documents after the closing of such acquisition and/or to waive delivery of one or more of the Real Property Documents.)

Further Assurances; Additional Collateral. (a) Each Principal Company will As set forth in Section 5.12, the Borrower and will cause its Subsidiary the Guarantors to do, execute, acknowledge, deliver, record, reshall grant Liens as promptly as practicable on Aircraft Collateral and Aircraft-record, file, re-file, register and re-register, any and all such further acts, deeds, conveyances, security agreements, mortgages, assignments, estoppel certificates, financing statements and continuations thereof, termination statements, notices of assignment, transfers, certificates, assurances and other instruments the Related Collateral Agent or any Lender may reasonably require from time to time in order to (i) carry out the purposes of this Agreement or any other Loan Document, (ii) subject any of the Properties, rights or interests covered by any of the Collateral Documents except to the Liens created by extent constituting an Excluded Asset). With respect to any of the such aircraft subject to a contract for purchase or construction and any applicable Aircraft-Related Collateral, such aircraft and its related Aircraft-Related Collateral Documents, (iii) perfect and maintain the validity, effectiveness and priority of any of the Collateral Documents and the Liens intended shall not be deemed to be created thereby “acquired” until such time that the Borrower or a Guarantor takes both physical possession and the First Priority nature thereof and (iv) assure, convey, grant, assign, transfer, preserve, protect and confirm to the Collateral Agent or the Lenders the rights granted or now or hereafter intended to be granted to the Collateral Agent or any Lenders under any Loan Document or under any other document executed in connection therewithtitle thereto. (b) With Subject to Bankruptcy Law, the terms of the DIP Order and any required approvals by the Bankruptcy Court with respect to any Property acquired by any Principal Company each Debtor, exceptExcept as otherwise provided herein, the Borrower and each of the Guarantors shall do or a Subsidiary Guarantor after cause to be done all acts and things that may be required, or that the Closing Date as Administrative Agent from time to which time may reasonably request, to assure and confirm that the Collateral AgentAdministrative Agent holds, for the benefit of the Secured Parties, does not have a duly created and enforceable and perfected First Priority security interest pursuant Liens upon the Collateral (including any acquired property or other property required by this Agreement or any Security Document to become, Collateral after the Effective Date), in each case, as contemplated by, and with the Lien priority required under, the Loan Documents, and in connection with any merger, consolidation or sale of assets of the Borrower or any Guarantor, the property and assets of the Person which is consolidated or merged with or into the Borrower or any Guarantor, to the extent that they are property or assets of the types which would constitute Collateral Documents under the Security Documents, shall be treated as after-acquired property and the Borrower or such Guarantor shall take such action as may be reasonably necessary to cause such property and assets to be made subject to Liens, in the manner and to the extent required under the Security Documents. (c) The Borrower will, and will cause each Loan Party to, execute any and all further documents, financing statements, agreements and instruments, and take all such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other than Property expressly excluded from documents), that the Administrative Agent or the Required Lenders may reasonably request, to ensure that the Collateral pursuant granted to the Loan Documents Administrative Agent for the benefit of the Secured Parties encompasses those assets agreed between the Borrower and subject the Lenders prior to Section 9.7 the Effective Date with respect the applicable lien perfection. (d) Without limiting the foregoing, at any time and from time to new Subsidiaries time, the Borrower and Section 9.8 with respect to new Real Property Assets)each of the Guarantors shall promptly execute, promptly execute acknowledge and deliver to the Collateral Agent such amendments to the Collateral Documents or Security Documents, instruments, certificates, financing statements, notices and other documents, and take such other documents actions as shall be reasonably required, or that the Collateral Administrative Agent deems necessary may reasonably request, to create, perfect, protect, assure or advisable enforce the Liens and benefits intended to grant to be conferred, in each case as contemplated by the Collateral Agent, Security Documents for the benefit of the Secured Parties. (e) Notwithstanding anything to the contrary contained herein or in any other Loan Document, Liens on the Collateral will not be required to be perfected if such Liens cannot be perfected by performing the Perfection Requirements with respect to the Foreign Security Documents, the filing of aircraft security agreements in the Aviation Registry of the Jurisdiction of Registration to the extent that under local law that causes perfection, the filings described in Section 4.18 of this Agreement, the filing of UCC-1 statements (including with respect to commercial tort claims), the recording or filing of Aircraft Security Agreements or supplements thereto, the execution and delivery of foreign collateral documents governed by the laws of an Applicable Foreign Jurisdiction and performing the Perfection Requirements in connection therewith, the delivery of certificates evidencing Capital Stock or promissory notes and control agreementsControl Agreements with respect to any deposit account (if applicableor securities account (other than any De Minimis Account), and any reference in the Loan Documents to perfected Liens shall be a reference only to such methods of perfection. (f) To the extent any grant of security required hereby would require the execution and delivery of a Security Document (including any Security Document required by an Applicable Foreign Jurisdiction), the Borrower or such Guarantor shall execute and deliver such Security Document, together with related certificates and opinions with respect thereto, on substantially the same terms as the applicable Security Documents (if any) covering Collateral owned by the Borrower and Guarantors on the Effective Date. (g) Notwithstanding anything herein or in the Loan Documents to the contrary, neither the Borrower nor any Guarantor will be required to grant a security interest in any Excluded Asset. (h) Subject to Section 2.08 of the applicable Aircraft Security Agreement, Aircraft Substitutions shall be permitted after the Effective Date so long as the Borrower or the Guarantor that is the owner and pledgor of the Eligible Aircraft being substituted satisfies the conditions with respect thereto, as if such Property Eligible Aircraft had been Aircraft Collateral on the Effective Date, contemporaneously with the consummation of such Aircraft Substitution and take all takes such other actions necessary in connection therewith as would otherwise have been required to be taken pursuant to this Article V and the Security Documents had the substituted Eligible Aircraft been Aircraft Collateral on the Effective Date. (i) No Loan Party that is organized in the United States (or advisable to grant any state or territory thereof) shall open or maintain any deposit accounts or securities accounts (other than Excluded Accounts and De Minimis Accounts) in the United States other than those listed on the Perfection Certificate or otherwise notified to the Collateral AgentAdministrative Agent prior to the Amendment No. 5 Effective Date and such other deposit accounts or securities accounts as such Loan Party shall open and maintain, for in each case, that are subject to a Control Agreement with the benefit applicable bank or securities intermediary and the Administrative Agent within (x) in the case of deposit accounts and securities accounts listed on the Perfection Certificate or in existence on the Amendment No. 5 Effective Date, 60 days of the Secured PartiesAmendment No. 5 Effective Date and (y) in the case of deposit accounts and securities accounts opened after the Amendment No. 5 Effective Date, a perfected First Priority security interest 30 days of opening such deposit accounts or securities accounts by such Loan Party (or, in the case of (x) and (y), such Property, including, without limitation, longer period as the filing of UCC financing statementsRequired Lenders may agree).

Further Assurances; Additional Collateral. (a) Each Principal Company will The Borrower shall and will shall cause each of its Subsidiary Guarantors Subsidiaries to do, execute, acknowledge, deliver, record, re-record, file, re-file, register take such actions and re-register, any to execute and all deliver such further acts, deeds, conveyances, security agreements, mortgages, assignments, estoppel certificates, financing statements documents and continuations thereof, termination statements, notices of assignment, transfers, certificates, assurances and other instruments as the Collateral Administrative Agent or any Lender may reasonably shall require from time to time in order to (i) carry out ensure that the purposes of this Agreement or any other Loan Document, (ii) subject any Administrative Agent on behalf of the PropertiesLenders shall, rights or at all times, have received currently effective duly executed Loan Documents granting Liens and security interests covered by any in substantially all of the Collateral Documents to the Liens created by any assets of the Collateral DocumentsBorrower and each of its Subsidiaries, (iii) perfect including all fixed assets, real property, Accounts Receivable, Inventory, Equity Interests, equipment, general intangibles, and maintain the validity, effectiveness and priority of any of the Collateral Documents and the Liens intended to be created thereby and the First Priority nature thereof and (iv) assure, convey, grant, assign, transfer, preserve, protect and confirm to the Collateral Agent or the Lenders the rights granted or now or hereafter intended to be granted to the Collateral Agent or any Lenders under any Loan Document or under any other document executed in connection therewithdeposit accounts. (b) With respect In connection with the actions required pursuant to the foregoing subsection (a), the Borrower shall and shall cause each Subsidiary to execute and deliver such stock certificates, blank stock powers, evidence of corporate authorization, opinions of counsel, current valuations, evidence of title, title insurance and other documents, and shall use commercially reasonable efforts to obtain landlord and mortgagee waivers and third party consents, as shall be requested by the Administrative Agent, in each case in form and substance satisfactory to the Administrative Agent. (c) The Liens required by this SECTION 6.14 shall be first priority perfected Liens in favor of the Administrative Agent for the benefit of the Lenders, subject to no other Liens except Permitted Liens of the type described in SECTION 7. 01. If the Administrative Agent shall determine that, as of any Property acquired date, the Borrower shall have failed to comply with this SECTION 6.14, the Administrative Agent may (and at the direction of the Required Lenders, shall) notify the Borrower in writing of such failure and, within 30 days from and after receipt of such written notice by the Borrower, the Borrower shall execute and deliver to the Administrative Agent supplemental or additional Loan Documents, in form and substance satisfactory to the Administrative Agent and its counsel, securing payment of the Notes and the other Obligations and covering additional assets and properties of the Borrower or its Subsidiaries not then encumbered by any Principal Company or a Subsidiary Guarantor Loan Documents (together with such other information, as may be requested by the Administrative Agent, each of which shall be in form and substance reasonably satisfactory to the Administrative Agent) such that the Administrative Agent shall have received currently effective duly executed and perfected Collateral Documents encumbering substantially all of the assets of the Borrower and its Subsidiaries as required by SECTION 6.14(A). (d) Within sixty (60) days after the Closing Date Date, the Loan Parties and Administrative Agent shall have entered into the Lockbox and Collection Account Agreement with the financial institution holding the Loan Parties' operating and other bank accounts or otherwise have taken such actions as the Administrative Agent reasonably requests to which give the Collateral Administrative Agent, for the benefit of the Secured PartiesLenders, does not have a first priority perfected First Priority security interest pursuant to the Collateral Documents (other than Property expressly excluded from the Collateral pursuant to Lien on all deposit accounts of the Loan Documents and subject to Section 9.7 with respect to new Subsidiaries and Section 9.8 with respect to new Real Property Assets), promptly execute and deliver to the Collateral Agent such amendments to the Collateral Documents or such other documents as the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a security interest in such Property and take all other actions necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected First Priority security interest in such Property, including, without limitation, the filing of UCC financing statements.

Further Assurances; Additional Collateral. (a) Each Principal Company will As set forth in Section 5.12, the Borrower and will cause its Subsidiary the Guarantors to do, execute, acknowledge, deliver, record, reshall grant Liens as promptly as practicable on aircraft and Aircraft-record, file, re-file, register and re-register, any and all such further acts, deeds, conveyances, security agreements, mortgages, assignments, estoppel certificates, financing statements and continuations thereof, termination statements, notices of assignment, transfers, certificates, assurances and other instruments the Related Collateral Agent or any Lender may reasonably require from time to time in order to (i) carry out the purposes of this Agreement or any other Loan Document, (ii) subject any of the Properties, rights or interests covered by any of the Collateral Documents except to the Liens created by extent constituting an Excluded Asset). With respect to any of the such aircraft subject to a contract for purchase or construction and any applicable Aircraft-Related Collateral, such aircraft and its related Aircraft-Related Collateral Documents, (iii) perfect and maintain the validity, effectiveness and priority of any of the Collateral Documents and the Liens intended shall not be deemed to be created thereby “acquired” until such time that the Borrower or a Guarantor takes both physical possession and the First Priority nature thereof and (iv) assure, convey, grant, assign, transfer, preserve, protect and confirm to the Collateral Agent or the Lenders the rights granted or now or hereafter intended to be granted to the Collateral Agent or any Lenders under any Loan Document or under any other document executed in connection therewithtitle thereto. (b) With respect Except as otherwise provided herein, the Borrower and each of the Guarantors shall do or cause to any Property acquired by any Principal Company be done all acts and things that may be required, or a Subsidiary Guarantor after that the Closing Date as Administrative Agent from time to which time may reasonably request, to assure and confirm that the Collateral AgentAdministrative Agent holds, for the benefit of the Secured Parties, does not have a duly created and enforceable and perfected First Priority security interest pursuant Liens upon the Collateral (including any acquired property or other property required by this Agreement or any Security Document to become, Collateral after the Effective Date), in each case, as contemplated by, and with the Lien priority required under, the Loan Documents, and in connection with any merger, consolidation or sale of assets of the Borrower or any Guarantor, the property and assets of the Person which is consolidated or merged with or into the Borrower or any Guarantor, to the extent that they are property or assets of the types which would constitute Collateral Documents under the Security Documents, shall be treated as after-acquired property and the Borrower or such Guarantor shall take such action as may be reasonably necessary to cause such property and assets to be made subject to Liens, in the manner and to the extent required under the Security Documents. (c) The Borrower will, and will cause each Loan Party to, execute any and all further documents, financing statements, agreements and instruments, and take all such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other than Property expressly excluded from documents), that the Administrative Agent or the Required Lenders may reasonably request, to ensure that the Collateral pursuant granted to the Loan Documents Administrative Agent for the benefit of the Secured Parties encompasses those assets agreed between the Borrower and subject the Lenders prior to Section 9.7 the Effective Date with respect the applicable lien perfection. (d) Without limiting the foregoing, at any time and from time to new Subsidiaries time, the Borrower and Section 9.8 with respect to new Real Property Assets)each of the Guarantors shall promptly execute, promptly execute acknowledge and deliver to the Collateral Agent such amendments to the Collateral Documents or Security Documents, instruments, certificates, financing statements, notices and other documents, and take such other documents actions as shall be reasonably required, or that the Collateral Administrative Agent deems necessary may reasonably request, to create, perfect, protect, assure or advisable enforce the Liens and benefits intended to grant to be conferred, in each case as contemplated by the Collateral Agent, Security Documents for the benefit of the Secured Parties. (e) Notwithstanding anything to the contrary contained herein or in any other Loan Document, Liens on the Collateral will not be required to be perfected if such Liens cannot be perfected by filing of UCC-1 statements (including with respect to commercial tort claims), the recording or filing of Aircraft Security Agreements or supplements thereto, the execution and delivery of foreign collateral documents governed by the laws of an Applicable Foreign Jurisdiction, the delivery of certificates evidencing Capital Stock or promissory notes and control agreements with respect to any deposit account (if applicable), and any reference in the Loan Documents to perfected Liens shall be a reference only to such methods of perfection. (f) To the extent any grant of security required hereby would require the execution and delivery of a Security Document (including any Security Document required by an Applicable Foreign Jurisdiction), the Borrower or such Guarantor shall execute and deliver such Security Document, together with related certificates and opinions with respect thereto, on substantially the same terms as the applicable Security Documents (if any) covering Collateral owned by the Borrower and Guarantors on the Effective Date. (g) Notwithstanding anything herein or in the Loan Documents to the contrary, neither the Borrower nor any Guarantor will be required to grant a security interest in any Excluded Asset. (h) Subject to Section 2.08 of the applicable Aircraft Security Agreement, Aircraft Substitutions shall be permitted after the Effective Date so long as the Borrower or the Guarantor that is the owner and pledgor of the Eligible Aircraft being substituted satisfies the conditions with respect thereto, as if such Property Eligible Aircraft had been Aircraft Collateral on the Effective Date, contemporaneously with the consummation of such Aircraft Substitution and take all takes such other actions necessary or advisable in connection therewith as would otherwise have been required to grant be taken pursuant to this Article V and the Security Documents had the substituted Eligible Aircraft been Aircraft Collateral Agent, for on the benefit of the Secured Parties, a perfected First Priority security interest in such Property, including, without limitation, the filing of UCC financing statementsEffective Date.

Further Assurances; Additional Collateral. (a) Each Principal Company will Execute at the Debtor's sole cost and will cause its Subsidiary Guarantors to do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register, expense any and all such further acts, deeds, conveyances, security agreements, mortgages, assignments, estoppel certificatesdocuments, financing statements and continuations thereof, termination statements, agreements and instruments, and take all further action (including giving notices of assignment, transfers, certificates, assurances filing UCC and other instruments financing statements, recording assignments of leases and rents, mortgages, deeds of trust and memoranda of leases and filings with the Collateral Agent United States Patent and Trademark Office and the United States Copyright Office) that may be required under applicable law, or any Lender that AIC may reasonably require from time to time request, in order to (i) carry out effectuate the purposes of this Agreement or any other Loan Document, (ii) subject any of transactions contemplated by the Properties, rights or interests covered by any of the Collateral Documents to the Liens created by any of the Collateral Documents, (iii) perfect and maintain the validity, effectiveness and priority of any of the Collateral Debt Documents and the Liens intended in order to be created thereby and the First Priority nature thereof and (iv) assureevidence, conveyconfirm, grant, assign, transfer, preserve, protect and confirm perfect the validity and, subject to Section 6.2(j), first priority of the Collateral Agent security interests created or the Lenders the rights granted or now or hereafter intended to be granted to created by the Collateral Agent or any Lenders under any Loan Document or under any other document executed in connection therewithSecurity Documents. (b) With The Debtor will cause any subsequently acquired or organized subsidiary of a Debt Party that owns, holds or has any rights in respect of any KAZA Assets or other Collateral to any become a party to each applicable Security Document in favor of AIC as shall be necessary or appropriate to grant, subject to Section 6.2(j), a first priority Lien on and security interest in the KAZA Assets or other Collateral owned or held (other than FCC Licenses to the extent prohibited) by such subsidiary subject to no Liens other than Permitted Liens, and to take all further action of the type described in this Section 5.9 in order to grant, preserve, protect and perfect such Lien and security interest. (c) The parties hereto acknowledge and agree that it is their intention that the Obligations shall be secured by, among other things, a Lien second in priority only under the circumstances and to the extent set forth in Section 6.2(j) (and otherwise first in priority) and subject to no Liens other than Permitted Liens, on all of the KAZA Assets and other Collateral (including the Real Property and other property acquired by any Principal Company or a Subsidiary Guarantor after subsequent to the Closing Date but excluding FCC Licenses to the extent prohibited). Promptly, and in any event within 30 days after the acquisition of any KAZA Assets or other Collateral consisting of material Real Property or other property by any Debt Party, the Debtor will, at its cost and expense, promptly secure the Obligations by pledging or creating, or causing to be pledged or created, perfected first priority security interests and Liens with respect to such property (other than FCC Licenses to the extent prohibited) subject to no Liens other than Permitted Liens. Such security interests and Liens will be created under the Security Documents and other security agreements, assignments of leases and rents, mortgages, deeds of trust and other instruments and documents in form and substance reasonably satisfactory to AIC, and the Debtor shall deliver or cause to be delivered to AIC all such instruments and documents (including legal opinions, title insurance policies, surveys, appraisals, certificates of title, consents, lien waivers, subordination, non disturbance and attornment agreements and lien searches) as AIC shall reasonably request (and consistent with the documents delivered pursuant to this Agreement or the Security Documents) to evidence compliance with this Section 5.9. The Debtor shall take all further action of the type described in Section 5.9(a) in order to grant, preserve, protect and perfect such Lien and security interest. Notwithstanding the foregoing, in the event that the Debtor acquires or leases any Non-KAZA Assets, the Debtor shall prepare and AIC shall promptly, and in any event within 30 days after notice of the acquisition of such Non-KAZA Assets, file, or authorize the filing of, such amendments to any then-effective financing statements and other documents, in form reasonably acceptable to AIC, in such offices as the Debtor may deem necessary or in the exercise of reasonable judgment appropriate, wherever required or permitted by law, in order to evidence the exclusion of such Non-KAZA Assets from the Collateral described in such financing statements. The preparation and filing of such amendments shall be at the sole cost and expense of the Debtor (d) The Debtor agrees, from time to time, to provide such evidence as AIC shall reasonably request as to which the Collateral Agent, for perfection and priority status of each security interest and Lien contemplated herein or in the benefit Security Documents. (e) The Debtor agrees that each action required by this Section 5.9 shall be completed within 20 days of the Secured Partiesdate such action is requested or required to be taken. (f) Notwithstanding anything to the contrary set forth herein, does not have a perfected First Priority security interest AIC agrees that to the extent prior FCC approval is required pursuant to the Collateral Communications Act for (i) the operation and effectiveness of any grant, right or remedy hereunder or under the Security Documents or (other than Property expressly excluded from ii) taking any action that may be taken by AIC hereunder or under the Collateral pursuant to the Loan Documents and Security Documents, such grant, right, remedy or actions will be subject to Section 9.7 with respect such prior FCC approval having been obtained by or in favor of AIC or its successors, assigns or designees. The Debtor agrees that, upon the occurrence and during the continuance of an Event of Default and at AIC's request, the Debtor will, and will cause any other Debt Party to, immediately file, or cause to new Subsidiaries be filed, such applications for approval and Section 9.8 with respect to new Real Property Assets), promptly execute and deliver to the Collateral Agent such amendments to the Collateral Documents or such other documents as the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a security interest in such Property and shall take all other and further actions reasonably required by AIC to obtain such FCC approvals or consents as are necessary to effectuate any grant, right or remedy hereunder or under the Security Documents, including the transfer of ownership and control to AIC, or its successors, assigns or designees, of the FCC Licenses held by any Debt Party. To enforce the provisions of this subsection, AIC is empowered to request the appointment of a receiver from any court of competent jurisdiction. Such receiver shall be instructed to seek from the FCC an involuntary transfer of control of any such FCC License for the purpose of seeking a bona fide purchaser to whom control will ultimately be transferred. The Debtor hereby agrees to authorize, and to cause each other Debt Party to authorize, such an involuntary transfer of control upon the request of the receiver so appointed, and, if the Debtor shall refuse to authorize or cause any other Debt Party to so authorize the transfer, its approval may be required by the court. Upon the occurrence and continuance of an Event of Default, and the request of AIC, the Debtor shall further use its best efforts to assist in obtaining approval of the FCC, if required, for any action or transactions contemplated by this Agreement or the other Debt Documents, including the preparation, execution and filing with the FCC of the assignor's or transferor's or licensee's portion of any application or applications for consent to the assignment of any FCC License or transfer of control necessary or advisable to grant to appropriate under the Collateral Agent, FCC's rules and regulations for the benefit approval of the Secured Partiestransfer or assignment of any portion of the Collateral, a perfected First Priority security interest together with any FCC License or other authorization. (g) The Debtor acknowledges that the assignment or transfer of such FCC Licenses is integral to AIC's realization of the value of the Collateral, that there is no adequate remedy at law for failure by the Debtor to comply with the provisions of Section 5.9(f) and that such failure would not be adequately compensable in such Propertydamages, including, without limitation, and therefore agrees that the filing of UCC financing statementsagreements contained in Section 5.9(f) may be specifically enforced.

Further Assurances; Additional Collateral. (a) Each Principal Company will As set forth in Section 5.12, the Borrower and will cause its Subsidiary the Guarantors to do, execute, acknowledge, deliver, record, reshall grant Liens as promptly as practicable on aircraftAircraft Collateral and Aircraft-record, file, re-file, register and re-register, any and all such further acts, deeds, conveyances, security agreements, mortgages, assignments, estoppel certificates, financing statements and continuations thereof, termination statements, notices of assignment, transfers, certificates, assurances and other instruments the Related Collateral Agent or any Lender may reasonably require from time to time in order to (i) carry out the purposes of this Agreement or any other Loan Document, (ii) subject any of the Properties, rights or interests covered by any of the Collateral Documents except to the Liens created by extent constituting an Excluded Asset). With respect to any of the such aircraft subject to a contract for purchase or construction and any applicable Aircraft-Related Collateral, such aircraft and its related Aircraft-Related Collateral Documents, (iii) perfect and maintain the validity, effectiveness and priority of any of the Collateral Documents and the Liens intended shall not be deemed to be created thereby “acquired” until such time that the Borrower or a Guarantor takes both physical possession and the First Priority nature thereof and (iv) assure, convey, grant, assign, transfer, preserve, protect and confirm to the Collateral Agent or the Lenders the rights granted or now or hereafter intended to be granted to the Collateral Agent or any Lenders under any Loan Document or under any other document executed in connection therewithtitle thereto. (b) With ExceptSubject to Bankruptcy Law, the terms of the DIP Order and any required approvals by the Bankruptcy Court with respect to any Property acquired by any Principal Company each Debtor, except as otherwise provided herein, the Borrower and each of the Guarantors shall do or a Subsidiary Guarantor after cause to be done all acts and things that may be required, or that the Closing Date as Administrative Agent from time to which time may reasonably request, to assure and confirm that the Collateral AgentAdministrative Agent holds, for the benefit of the Secured Parties, does not have a duly created and enforceable and perfected First Priority security interest pursuant Liens upon the Collateral (including any acquired property or other property required by this Agreement or any Security Document to become, Collateral after the Effective Date), in each case, as contemplated by, and with the Lien priority required under, the Loan Documents, and in connection with any merger, consolidation or sale of assets of the Borrower or any Guarantor, the property and assets of the Person which is consolidated or merged with or into the Borrower or any Guarantor, to the extent that they are property or assets of the types which would constitute Collateral Documents under the Security Documents, shall be treated as after-acquired property and the Borrower or such Guarantor shall take such action as may be reasonably necessary to cause such property and assets to be made subject to Liens, in the manner and to the extent required under the Security Documents. (c) The Borrower will, and will cause each Loan Party to, execute any and all further documents, financing statements, agreements and instruments, and take all such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other than Property expressly excluded from documents), that the Administrative Agent or the Required Lenders may reasonably request, to ensure that the Collateral pursuant granted to the Loan Documents Administrative Agent for the benefit of the Secured Parties encompasses those assets agreed between the Borrower and subject the Lenders prior to Section 9.7 the Effective Date with respect the applicable lien perfection. (d) Without limiting the foregoing, at any time and from time to new Subsidiaries time, the Borrower and Section 9.8 with respect to new Real Property Assets)each of the Guarantors shall promptly execute, promptly execute acknowledge and deliver to the Collateral Agent such amendments to the Collateral Documents or Security Documents, instruments, certificates, financing statements, notices and other documents, and take such other documents actions as shall be reasonably required, or that the Collateral Administrative Agent deems necessary may reasonably request, to create, perfect, protect, assure or advisable enforce the Liens and benefits intended to grant to be conferred, in each case as contemplated by the Collateral Agent, Security Documents for the benefit of the Secured Parties. (e) Notwithstanding anything to the contrary contained herein or in any other Loan Document, Liens on the Collateral will not be required to be perfected if such Liens cannot be perfected by filing of UCC-1 statements (including with respect to commercial tort claims), the recording or filing of Aircraft Security Agreements or supplements thereto, the execution and delivery of foreign collateral documents governed by the laws of an Applicable Foreign Jurisdiction, the delivery of certificates evidencing Capital Stock or promissory notes and control agreements with respect to any deposit account (if applicable), and any reference in the Loan Documents to perfected Liens shall be a reference only to such methods of perfection. (f) To the extent any grant of security required hereby would require the execution and delivery of a Security Document (including any Security Document required by an Applicable Foreign Jurisdiction), the Borrower or such Guarantor shall execute and deliver such Security Document, together with related certificates and opinions with respect thereto, on substantially the same terms as the applicable Security Documents (if any) covering Collateral owned by the Borrower and Guarantors on the Effective Date. (g) Notwithstanding anything herein or in the Loan Documents to the contrary, neither the Borrower nor any Guarantor will be required to grant a security interest in any Excluded Asset. (h) Subject to Section 2.08 of the applicable Aircraft Security Agreement, Aircraft Substitutions shall be permitted after the Effective Date so long as the Borrower or the Guarantor that is the owner and pledgor of the Eligible Aircraft being substituted satisfies the conditions with respect thereto, as if such Property Eligible Aircraft had been Aircraft Collateral on the Effective Date, contemporaneously with the consummation of such Aircraft Substitution and take all takes such other actions necessary or advisable in connection therewith as would otherwise have been required to grant be taken pursuant to this Article V and the Security Documents had the substituted Eligible Aircraft been Aircraft Collateral Agent, for on the benefit of the Secured Parties, a perfected First Priority security interest in such Property, including, without limitation, the filing of UCC financing statementsEffective Date.

Further Assurances; Additional Collateral. (a) Each Principal The Company will and will cause its Subsidiary Guarantors Subsidiaries to do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register, any and all such further acts, deeds, conveyances, security agreements, mortgages, assignments, estoppel certificates, financing statements and continuations thereof, termination statements, notices of assignment, transfers, certificates, assurances and other instruments the Collateral Agent or any Lender the Holder may reasonably require from time to time in order to (i) carry out the purposes of this Agreement or any other Loan DocumentDocuments, (ii) subject any of the Properties, rights or interests covered by any of the Collateral Documents to the Liens created by any of the Collateral Documents, (iii) perfect and maintain the validity, effectiveness and priority of any of the Collateral Documents and the Liens intended to be created thereby and the First Priority nature thereof and (iv) assure, convey, grant, assign, transfer, preserve, protect and confirm to the Collateral Agent or the Lenders Holders the rights granted or now or hereafter intended to be granted to the Collateral Agent or any Lenders Holders under any Loan Document or under any other document executed in connection therewith. (b) With respect to any Property acquired by any Principal the Company or a Subsidiary Guarantor after the Closing Date as to which the Collateral Agent, for the benefit of the Secured Parties, does not have a perfected First Priority security interest pursuant to the Collateral Documents (other than Property expressly excluded from the Collateral pursuant to the Loan Documents and subject to Section 9.7 6.9 with respect to new Subsidiaries and Section 9.8 6.10 with respect to new Real Property Assetsnewly acquired real property), promptly execute and deliver to the Collateral Agent such amendments to the Collateral Documents or such other documents as the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a security interest in such Property and take all other actions necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected First Priority security interest in such Property, including, without limitation, the filing of UCC financing statements.

Further Assurances; Additional Collateral. (a) Each Principal Company will The Borrower will, and will cause each of its Subsidiary Guarantors to doSubsidiaries to, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register, execute any and all further documents, financing statements, agreements and instruments, and take all such further actsactions (including the filing and recording of financing statements, deeds, conveyances, security agreementsfixture filings, mortgages, assignments, estoppel certificates, financing statements and continuations thereof, termination statements, notices deeds of assignment, transfers, certificates, assurances trust and other instruments documents), which may be required under any applicable Law, or which the Administrative Agent or the Required Lenders may reasonably request, to comply with the terms of this Agreement and the other Loan Documents, including causing the Collateral to be subject to a first priority security interest in favor of the Administrative Agent or any Lender may reasonably require (subject, in the case of non-possessory security interests, to the Liens permitted by Section 7.2.3) securing all the Obligations, all at the sole cost and expense of the Borrower. The Borrower also agrees to provide to the Administrative Agent, from time to time in order upon request, evidence reasonably satisfactory to (i) carry out the purposes Administrative Agent as to the perfection and priority of this Agreement or any other Loan Document, (ii) subject any of the Properties, rights or interests covered by any of the Collateral Documents to the Liens created by any of the Collateral Documents, (iii) perfect and maintain the validity, effectiveness and priority of any of the Collateral Documents and the Liens or intended to be created thereby and by the First Priority nature thereof and (iv) assure, convey, grant, assign, transfer, preserve, protect and confirm to the Collateral Agent or the Lenders the rights granted or now or hereafter intended to be granted to the Collateral Agent or any Lenders under any Loan Document or under any other document executed in connection therewithDocuments. (b) With respect to If any Property property or asset forming a part of the Collateral is acquired or leased by the Borrower or any Principal Company or a Subsidiary Guarantor of its Subsidiaries after the Closing Date as to which Effective Date, the Collateral AgentBorrower will notify the Administrative Agent thereof (except, for in the benefit case of personal property, such notice shall not be required if the Secured Parties, does not have Administrative Agent has a valid first-priority perfected First Priority security interest pursuant to the Collateral Documents (other than Property expressly excluded from the Collateral pursuant to the Loan Documents and subject to Section 9.7 with respect to new Subsidiaries and Section 9.8 with respect to new Real Property Assets), promptly execute and deliver to the Collateral Agent such amendments to the Collateral Documents or such other documents as the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a security interest in such Property and take all other property or asset by virtue of any actions necessary previously taken by or advisable to grant to the Collateral Agent, for the benefit on behalf of the Secured PartiesAdministrative Agent), and will cause such property or asset to be subjected to a perfected First Priority first priority security interest in favor of the Administrative Agent (subject, in the case of non-possessory security interests, to the Liens permitted by Section 7.2.3) and will take, and cause each of its Subsidiaries to take, such Propertyactions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including, without limitation, including the filing of UCC financing statementsactions described in Section 7.1.9 and clause (a) and obtaining Collateral Access Agreements with respect to assets located on leased Real Property Assets.

Further Assurances; Additional Collateral. (a) Each Principal Company will and will cause its Subsidiary Guarantors to do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register, Execute any and all such further acts, deeds, conveyances, security agreements, mortgages, assignments, estoppel certificatesdocuments, financing statements and continuations thereof, termination statements, agreements and instruments, and take all further action (including, giving notices of assignment, transfers, certificates, assurances filing UCC and other instruments financing statements and delivering legal opinions and, including creation of lockbox, cash collection accounts and/or sweep accounts) that may be required under applicable law, or that the Required Lenders, the Administrative Agent or the Collateral Agent or any Lender may reasonably require from time to time request, in order to, among other things, effectuate the transactions contemplated by the Loan Documents and in order to (i) carry out the purposes of this Agreement or any other Loan Document, (ii) subject any of the Properties, rights or interests covered by any of the Collateral Documents to the Liens created by any of the Collateral Documents, (iii) perfect and maintain the validity, effectiveness and priority of any of the Collateral Documents and the Liens intended to be created thereby and the First Priority nature thereof and (iv) assure, convey, grant, assign, transfer, preserve, protect and confirm to perfect the Collateral Agent validity and first priority of the security interests created or the Lenders the rights granted or now or hereafter intended to be granted to created by the Collateral Agent or any Lenders under any Loan Document or under any other document executed in connection therewithSecurity Documents. (b) With respect The parties hereto acknowledge and agree that it is their intention that the Obligations shall be secured by, among other things, a first priority Lien (subject only to any Property acquired Permitted Liens) on all of the domestic Accounts and Inventory and Pledged Securities owned by the Borrower (and such Accounts, Inventory and Pledged Securities owned by any Principal Company Subsidiary to the extent required to be pledged pursuant to Section 5.11(f) hereof), whether now owned or a Subsidiary Guarantor hereafter acquired. Promptly, and in any event within 30 days after the Closing Date as acquisition of any Accounts, Inventory or Pledged Securities by the Borrower (and/or such Accounts, Inventory and Pledged Securities owned by any Subsidiary to which the Collateral Agent, for the benefit of the Secured Parties, does not have a perfected First Priority security interest extent required to be Pledged pursuant to Section 5.11(f) hereof) or any Permitted Acquisition, the Collateral Documents (other than Property expressly excluded from Borrower will, at its sole cost and expense, promptly secure the Collateral pursuant Obligations by pledging or creating, or causing to the Loan Documents and subject to Section 9.7 be pledged or created, perfected first priority security interests with respect to new Subsidiaries such Accounts, Inventory or Pledged Securities, as applicable. Such security interests and Section 9.8 with respect to new Real Property Assets), promptly execute Liens will be created under the Security Documents and deliver to the Collateral Agent such amendments to the Collateral Documents or such other instruments and documents as the Collateral Agent deems necessary or advisable to grant in form and substance reasonably satisfactory to the Collateral Agent, for and the benefit of the Secured Parties, a security interest in such Property and take all other actions necessary Borrower shall deliver or advisable cause to grant be delivered to the Collateral AgentAgent all such instruments and documents (including legal opinions, for lien waivers, and lien searches) as the benefit of the Secured Parties, a perfected First Priority security interest in such Property, including, without limitation, the filing of UCC financing statementsCollateral Agent shall reasonably request to evidence compliance with this Section 5.

Further Assurances; Additional Collateral. (a) Each Principal Company will and will cause its Subsidiary Guarantors to do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register, Execute any and all such further acts, deeds, conveyances, security agreements, mortgages, assignments, estoppel certificatesdocuments, financing statements and continuations thereof, termination statements, agreements and instruments, and take all further action (including, giving notices of assignment, transfers, certificates, assurances filing UCC and other instruments financing statements and delivering legal opinions and, in the event a Default shall have occurred and be continuing, including creation of lockbox, cash collection accounts and/or sweep accounts) that may be required under applicable law, or that the Required Lenders, the Administrative Agent or the Collateral Agent or any Lender may reasonably require from time to time request, in order to, among other things, effectuate the transactions contemplated by the Loan Documents and in order to (i) carry out the purposes of this Agreement or any other Loan Document, (ii) subject any of the Properties, rights or interests covered by any of the Collateral Documents to the Liens created by any of the Collateral Documents, (iii) perfect and maintain the validity, effectiveness and priority of any of the Collateral Documents and the Liens intended to be created thereby and the First Priority nature thereof and (iv) assure, convey, grant, assign, transfer, preserve, protect and confirm to perfect the Collateral Agent validity and first priority of the security interests created or the Lenders the rights granted or now or hereafter intended to be granted to created by the Collateral Agent or any Lenders under any Loan Document or under any other document executed in connection therewithSecurity Documents. (b) With respect The parties hereto acknowledge and agree that it is their intention that the Obligations shall be secured by, among other things, a first priority Lien (subject only to any Property acquired Permitted Liens) on all of the domestic Accounts and Inventory and Pledged Securities owned by the Borrower (and such Accounts, Inventory and Pledged Securities owned by any Principal Company Subsidiary to the extent required to be pledged pursuant to Section 5.11(f) hereof), whether now owned or a Subsidiary Guarantor hereafter acquired. Promptly, and in any event within 30 days after the Closing Date as acquisition of any Accounts, Inventory or Pledged Securities by the Borrower (and/or such Accounts, Inventory and Pledged Securities owned by any Subsidiary to which the Collateral Agent, for the benefit of the Secured Parties, does not have a perfected First Priority security interest extent required to be Pledged pursuant to Section 5.11(f) hereof) or any Permitted Acquisition, the Collateral Documents (other than Property expressly excluded from Borrower will, at its sole cost and expense, promptly secure the Collateral pursuant Obligations by pledging or creating, or causing to the Loan Documents and subject to Section 9.7 be pledged or created, perfected first priority security interests with respect to new Subsidiaries such Accounts, Inventory or Pledged Securities, as applicable. Such security interests and Section 9.8 with respect to new Real Property Assets), promptly execute Liens will be created under the Security Documents and deliver to the Collateral Agent such amendments to the Collateral Documents or such other instruments and documents as the Collateral Agent deems necessary or advisable to grant in form and substance reasonably satisfactory to the Collateral Agent, for and the benefit of the Secured Parties, a security interest in such Property and take all other actions necessary Borrower shall deliver or advisable cause to grant be delivered to the Collateral AgentAgent all such instruments and documents (including legal opinions, for lien waivers, and lien searches) as the benefit of the Secured Parties, a perfected First Priority security interest in such Property, including, without limitation, the filing of UCC financing statementsCollateral Agent shall reasonably request to evidence compliance with this Section 5.

Further Assurances; Additional Collateral. (a) Each Principal Company will and will cause its Subsidiary Guarantors to do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register, Execute any and all further documents, financing statements, agreements and instruments, and take all further action (including, without limitation, filing UCC and other financing statements, mortgages and deeds of trust and filings with the United States Patent and Trademark Office and the United States Copyright Office) that may be required under applicable law, or that the Required Lenders, the Administrative Agent or the Collateral Agent may reasonably request, in order to effectuate the transactions contemplated by the Loan Documents and in order to grant, preserve, protect and perfect the validity and first priority of the security interests created or intended to be created by the Security Documents. (b) The Borrower will cause any existing or subsequently acquired or organized Domestic Subsidiary having annual sales or assets in excess of $5,000,000 to execute a Subsidiary Guarantee Agreement, and the Borrower will cause any existing or subsequently acquired or organized Domestic Subsidiary to execute an Indemnity Subrogation and Contribution Agreement and each applicable Security Document in favor of the Collateral Agent as shall be necessary or appropriate to grant a first priority Lien on, and security interest in, the Property owned or held by such Domestic Subsidiary and to take all further actsaction of the type described in this Section 5.11 in order to grant, deedspreserve, conveyancesprotect and perfect such Lien and security interest (it being understood that certain obligations with respect to the foregoing obligations shall be undertaken pursuant to the officer's certificate of the Borrower dated the date hereof and delivered to the Collateral Agent). (c) The parties hereto acknowledge and agree that it is their intention that the Obligations shall be secured by, among other things, a first priority Lien on substantially all the Property of the Borrower and the Domestic Subsidiaries (including, without limitation, real and other Property acquired subsequent to the Amendment Closing Date (it being understood that certain obligations with respect to the foregoing obligations shall be undertaken pursuant to the officer's certificate of the Borrower dated the date hereof and delivered to the Collateral Agent)). Promptly, and in any event within 30 days after the acquisition of any Property by the Borrower and/or the Domestic Subsidiaries, the Borrower and/or the Domestic Subsidiaries will, at their sole cost and expense, promptly secure the Obligations by pledging or creating, or causing to be pledged or created, first priority perfected security interests with respect to such property (the "Additional Collateral"). Such security interests and Liens will be created under the Security Documents and other security agreements, mortgages, assignments, estoppel certificates, financing statements and continuations thereof, termination statements, notices deeds of assignment, transfers, certificates, assurances trust and other instruments and documents in form and substance reasonably satisfactory to the Collateral Agent or any Lender may reasonably require from time to time in order to (i) carry out the purposes of this Agreement or any other Loan DocumentAgent, (ii) subject any of the Properties, rights or interests covered by any of the Collateral Documents to the Liens created by any of the Collateral Documents, (iii) perfect and maintain the validity, effectiveness and priority of any of the Collateral Documents and the Liens intended Borrower shall deliver or cause to be created thereby and the First Priority nature thereof and (iv) assure, convey, grant, assign, transfer, preserve, protect and confirm delivered to the Collateral Agent all such instruments and documents (including, without limitation, legal opinions, title insurance policies, surveys, appraisals, certificates of title, consents and lien searches) as the Collateral Agent shall reasonably request to evidence compliance with this Section 5.11 (provided, however, that with respect to any newly-acquired leasehold Real Property, the Borrower and/or Domestic Subsidiary acquiring such leasehold interest will mortgage, pledge or assign the Lenders the rights granted or now or hereafter intended to be granted underlying lease to the Collateral Agent at the request of the Collateral Agent if such Real Property is material to the business, operations or financial condition of the Borrower and/or Domestic Subsidiary in the reasonable determination of the Collateral Agent); provided, however, that if the underlying lease relating to any Lenders under any Loan Document leasehold Real Property interest acquired by the Borrower and/or the Domestic Subsidiaries by its terms or under any other document executed by operation of law cannot be mortgaged, pledged or assigned as contemplated herein without the consent of the lessor thereunder, the Borrower and/or Domestic Subsidiary acquiring such leasehold interest shall be required to use its commercially reasonable efforts to obtain such consent as soon as practicable but in connection therewithno event later than 60 days from the date the Borrower and/or the Domestic Subsidiaries acquired such leasehold interest, however, the failure to obtain such consent shall not result in a Default hereunder. (bd) The Borrower agrees to, from time to time, provide such evidence as the Collateral Agent shall reasonably request as to the perfection and priority status of each security interest and Lien contemplated. In addition, pursuant to Section 2.24, the Borrower will cause the Assumption Agreement to be executed by the applicable Domestic or Foreign Subsidiary. (e) With respect to any Property acquired by any Principal Company or a Subsidiary Guarantor after the Closing Date as to which the Collateral Agent, for the benefit of the Secured Parties, does not have a perfected First Priority security interest pursuant to the Collateral Documents (other than Property expressly excluded from the Collateral pursuant to the Loan Documents and subject to Section 9.7 with respect to new Subsidiaries and Section 9.8 with respect to new each leased Real Property Assets)identified on Schedule 3.07(a)(ii) attached hereto, promptly execute the Borrower will and will cause each Domestic Subsidiary to use its commercially reasonable efforts to obtain and deliver to the Collateral Agent such amendments to the Collateral Documents or such other documents as the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for as soon as practicable but in no event later than 60 days from the benefit of the Secured PartiesAmendment Closing Date, a security interest landlord lien waiver, consent (if applicable) and access agreement, substantially in such Property and take all other actions necessary or advisable to grant to the Collateral Agentform of Exhibit L attached hereto; provided, for however, that if, notwithstanding the benefit use of the Secured Parties, a perfected First Priority security interest in such Property, including, without limitationits commercially reasonable efforts, the filing of UCC financing statementsBorrower and/or the applicable Domestic Subsidiary shall fail to obtain such landlord lien waiver such failure shall not result in a Default hereunder.