Common use of Pledge of Additional Collateral Clause in Contracts

Pledge of Additional Collateral. (a) Within 45 days after the Acquisition of assets of the type that would have constituted Collateral on the Closing Date pursuant to the Security Documents (the “Additional Collateral”), each of Holdco and Borrower shall, and shall cause each other Loan Party to, take all necessary action (if any), including the filing of appropriate financing statements under the provisions of the UCC, applicable domestic or local laws, rules or regulations in each of the offices where such filing is necessary or appropriate, or entering into or amending the Guarantee Agreement and the Security Documents, to grant to the Collateral Agent for the benefit of the Secured Parties, a perfected First Priority Lien, subject in each case only to Permitted Liens, in such Collateral in each case pursuant to and to the full extent required by the Security Documents and this Agreement (including, without limitation, satisfaction of the conditions set forth in Sections 4.01(o). In the event that any Loan Party acquires any additional Real Property having a Fair Market Value in excess of $7,500,000 as determined in good faith by Borrower (whether or not the subject of a Mortgage or other Security Documents), Holdco or Borrower shall take such actions and execute such documents as the Collateral Agent shall require to confirm the Lien of a Mortgage, if applicable, or to create a new Mortgage or other Security Documents (including, without limitation, satisfaction of the conditions set forth in Sections 4.01(o), (unless, with respect to any such Real Property, the Administrative Agent determines, in its reasonable discretion, that the fees and expenses of obtaining a Mortgage with respect to such Real Property and the other related deliveries required by this Section 5.10(a) would be disproportionate to the benefits expected to be received by the Secured Parties). Such Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent and the Collateral Agent and shall constitute valid and enforceable perfected First Priority Liens subject only to Permitted Encumbrances or other Liens acceptable to the Collateral Agent. The Mortgages or instruments related thereto shall be duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Mortgages and all taxes, fees and other charges payable in connection therewith shall be paid in full. Such Loan Party shall otherwise take such actions and execute and/or deliver to the Collateral Agent such documents as the Collateral Agent shall require to confirm the validity, perfection and priority of the Lien of any existing Mortgage or new Mortgage against such after-acquired Real Property (including a Title Policy, a Survey and local counsel opinion (in form and substance reasonably satisfactory to the Collateral Agent) in respect of such Mortgage). All actions taken by the parties in connection with the pledge of Additional Collateral, including, without limitation, reasonable costs of counsel for the Administrative Agent and the Collateral Agent, shall be for the account of Borrower, which shall pay all sums due on demand.

Pledge of Additional Collateral. (a) Within 45 30 days after the Acquisition acquisition of assets of the type that would have on the Effective Date constituted Collateral on the Closing Date pursuant to under the Security Documents (the “Additional Collateral”), each of Holdco and Borrower shallappropriate Loan Party will, and shall will cause each other Loan Party its respective Subsidiaries to, take all necessary action (if any)action, including the filing of appropriate financing statements under the provisions of the UCC, applicable domestic or local laws, rules or regulations in each of the offices where such filing is necessary or appropriate, or entering into or amending the Guarantee Agreement and the Security Documents, or in the case of the Equity Interests of a “first tier” Non-U.S. Subsidiary, entering into a Non-U.S. Pledge Agreement providing for the Collateral Agent to have an enforceable and perfected security interest in 65% of the Equity Interests in such Subsidiary, to grant to the each Collateral Agent for its benefit and the benefit of the respective Secured Parties, a Parties perfected First Priority Lien, subject in each case only to Permitted Liens, Liens in such Collateral in each case pursuant to and to the full extent required by the Security Documents and this Agreement (including, without limitation, delivery of an opinion substantially in the form of Exhibit K and otherwise reasonably acceptable in form and substance to the Collateral Agent and satisfaction of the conditions set forth in Sections 4.01(osubsections (v) and (w) of Section 4.01). In the event that any Loan Party acquires any or leases additional Real Property having a Fair Market Value in excess or renews any lease of $7,500,000 as determined in good faith by Borrower Real Property (whether or not the subject of a leasehold Mortgage or other under the Security Documents)) and (x) the fair market value of such acquired Real Property is in excess of $1.0 million as determined in good faith by the Borrower or (y) the average annual rent payments under any such lease is greater than $400,000, Holdco the Borrower or Borrower shall the appropriate Loan Party, as the case may be, using its commercially reasonable efforts in respect of any such leases, will take such actions and execute such documents as the Collateral Agent shall require to confirm the Lien Liens of a Mortgage, if applicable, or to create a new Mortgage or other Security Documents (including, without limitation, satisfaction of the conditions set forth in Sections 4.01(osubsections (f), (v) and (w) of Section 4.01) (unless, with respect to any such Real Property, (x) such Real Property is already mortgaged to a third party to the extent permitted by Section 6.02 or (y) the Administrative Agent determines, in its reasonable discretion, that the fees and expenses of obtaining a Mortgage with respect to such Real Property and the other related deliveries required by this Section 5.10(a) 5.11 would be disproportionate to the expected benefits expected to be received by the Secured Parties). Such Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent and the Collateral Agent and shall constitute valid and enforceable perfected First Priority Liens subject only to Permitted Encumbrances or other Liens acceptable to the Collateral Agent. The Mortgages or instruments related thereto shall be duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Mortgages and all taxes, fees and other charges payable in connection therewith shall be paid in full. Such Loan Party shall otherwise take such actions and execute and/or deliver to the Collateral Agent such documents as the Collateral Agent shall require to confirm the validity, perfection and priority of the Lien of any existing Mortgage or new Mortgage against such after-acquired Real Property (including a Title Policy, a Survey and local counsel opinion (in form and substance reasonably satisfactory to the Collateral Agent) in respect of such Mortgage). All actions taken by the parties in connection with the pledge of Additional Collateral, including, without limitation, reasonable costs of counsel for the Administrative Agent and the Collateral Agent, shall be for the account of the Borrower, which shall pay all sums due on demand.

Pledge of Additional Collateral. (a) Within 45 30 days after the Acquisition acquisition of assets of the type that would have constituted Collateral on the Closing Date pursuant to the Security Documents (the “Additional Collateral”), each of Holdco and Borrower shall, and shall cause each other Loan Party to, will take all necessary action (if any)action, including the filing of appropriate financing statements under the provisions of the UCC, applicable domestic or local laws, rules or regulations in each of the offices where such filing is necessary or appropriate, delivery of certificates of title, or entering into or amending the Guarantee Agreement and the Security Documents, or in the case of the Equity Interests of a Foreign Subsidiary that is a direct Subsidiary of Borrower or any Domestic Subsidiary, entering into a Non-U.S. Pledge Agreement providing for the Collateral Agent to have an enforceable and perfected security interest in 65% (or if such Subsidiary is a direct Subsidiary of Borrower or a Domestic Subsidiary and a disregarded entity for U.S. Federal tax purposes, 100%) of the Equity Interests in such Subsidiary, to grant to the Collateral Agent for its benefit and the benefit of the Secured Parties, Parties a perfected First Priority Lien, subject in each case only to Permitted Liens, in Lien on such Collateral in each case pursuant to and to the full extent required by the Security Documents and this Agreement (including, without limitation, including satisfaction of the conditions set forth in Sections 4.01(oSection 4.01(l)). In the event that any Loan Party acquires any a fee interest in additional Real Property having a Fair Market Value fair market value in excess of $7,500,000 500,000 as determined in good faith by Borrower (whether or not the subject of a Mortgage or other Security Documents), Holdco or Borrower or any Loan Party shall enter into or renew any Real Property lease having a fair market value in excess of $500,000 as determined in good faith by Borrower, Borrower or the appropriate Loan Party, as the case may be, will take such actions and execute such documents as the Collateral Agent shall reasonably require to confirm the Lien of a Mortgage, if applicable, or to create a new Mortgage or other Security Documents encumbering such Real Property for the benefit of the Secured Parties (including, without limitationincluding in each case, satisfaction of the conditions set forth in Sections 4.01(o4.01(m), (unless, ); provided that with respect to any leases, Borrower or such Real Property, the Administrative Agent determines, in its reasonable discretion, that the fees and expenses of obtaining a Mortgage with respect to such Real Property and the other related deliveries required by this Section 5.10(a) would be disproportionate to the benefits expected to be received by the Secured Parties). Such Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent and the Collateral Agent and shall constitute valid and enforceable perfected First Priority Liens subject only to Permitted Encumbrances or other Liens acceptable to the Collateral Agent. The Mortgages or instruments related thereto shall be duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Mortgages and all taxes, fees and other charges payable in connection therewith shall be paid in full. Such Loan Party shall otherwise take such actions be required only to use commercially reasonable efforts to do so and execute and/or deliver to only at the Collateral Agent such documents as the Collateral Agent shall require to confirm the validity, perfection and priority of the Lien of any existing Mortgage or new Mortgage against such after-acquired Real Property (including a Title Policy, a Survey and local counsel opinion (in form and substance reasonably satisfactory to the Collateral Administrative Agent) in respect of such Mortgage)’s request. All actions taken by the parties in connection with the pledge of Additional Collateral, including, without limitation, reasonable costs of counsel for the Administrative Agent and the Collateral Agent, shall be for the account of Borrower, which shall pay all sums due on demand.

Pledge of Additional Collateral. (a) Within 45 days Subject to Section 7.13, as soon as reasonably practicable after the Acquisition acquisition of any property or assets with a Dollar Equivalent Value of in excess of U.S. $100,000 individually and $5.0 million or more in the aggregate of the type that would have constituted Collateral (if the Person acquiring such assets had executed an appropriate Security Document on the Closing Date pursuant to (whether or not actually so executed)) at the Security Documents Closing Date (the “"Additional Collateral”"), the Borrowers will, and will cause each of Holdco and Borrower shall, and shall cause each other Loan Party their respective Subsidiaries to, take all reasonably necessary action (if any)or desirable action, including the filing of appropriate financing statements under the provisions of the UCCUCC and applicable foreign, applicable domestic or local laws, rules or regulations in each of the offices where such filing is necessary or appropriate, or entering into or amending the Guarantee Agreement and the Security Documents, to grant to the Collateral Administrative Agent for the benefit of, with respect to US Borrower or any Domestic Subsidiary, all of the Secured PartiesLenders and, with respect to CH Borrower and CH Foreign Subsidiaries, the Lenders owed Obligations by CH Borrower and/or CH Foreign Subsidiaries, a perfected First Priority Lien, subject in each case only to Permitted Liens, first priority Lien in such Collateral (or comparable interest under foreign law in each the case of foreign Collateral) pursuant to and to the full extent required by the applicable Security Documents and this Agreement Agreement; provided, however, that notwithstanding the foregoing, (includingi) none of US Borrower or any Domestic Subsidiary shall be required, without limitationsubject to Section 7.18, satisfaction to pledge more than 65% of the conditions set forth capital stock of any Foreign Subsidiary, (ii) none of US Borrower or any Subsidiary shall be required, subject to Section 7.18, to pledge any property or assets which in Sections 4.01(o)accordance with the terms of the Loan Documents was not pledged (or would not have been so pledged if then in existence) on the Closing Date and (iii) no Foreign Subsidiary need pledge any property or assets to the extent prohibited by applicable law or to the extent such pledge would cause adverse tax consequences. In the event that (x) US Borrower or any Loan Party Domestic Subsidiary acquires an interest in any additional Real Property having real property which is a Fair Market Value in excess of $7,500,000 as determined in good faith by Borrower (whether manufacturing or not the subject significant assembly facility or of a Mortgage character and importance similar at such time to the facilities that are subject to the Mortgages on the Closing Date, US Borrower or other Security Documents)such Subsidiary, Holdco or Borrower shall as the case may be, will take such reasonable actions and execute such documents as the Collateral Administrative Agent shall reasonably require to confirm the Lien of a Mortgage, if applicable, or to create a new Mortgage or other Security Documents (including, without limitation, satisfaction for the benefit of the conditions set forth Lenders or (y) CH Borrower or any CH Foreign Subsidiary acquires an interest in Sections 4.01(o), (unless, with respect to any additional real property which is a manufacturing or significant assembly facility or of a character and importance similar at such Real Property, the Administrative Agent determines, in its reasonable discretion, that the fees and expenses of obtaining a Mortgage with respect to such Real Property and the other related deliveries required by this Section 5.10(a) would be disproportionate time to the benefits expected to be received by the Secured Parties). Such Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent and the Collateral Agent and shall constitute valid and enforceable perfected First Priority Liens facilities that are subject only to Permitted Encumbrances or other Liens acceptable to the Collateral Agent. The Mortgages or instruments related thereto shall be duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Mortgages and all taxeson the Closing Date, fees and other charges payable in connection therewith shall be paid in full. Such Loan Party shall otherwise CH Borrower or such Subsidiary, as the case may be, will take such reasonable actions and execute and/or deliver to the Collateral Agent such documents as the Collateral Administrative Agent shall will reasonably require to confirm the validitylien of a Mortgage, perfection and priority if applicable, or to create a new Mortgage for the benefit of the Lien of Lenders which are owed Obligations by CH Borrower or any existing Mortgage or new Mortgage against such after-acquired Real Property (including a Title Policy, a Survey and local counsel opinion (in form and substance reasonably satisfactory to the Collateral Agent) in respect of such Mortgage)CH Foreign Subsidiary. All actions taken by the parties in connection with the pledge of Additional Collateral, including, without limitation, reasonable costs of counsel for the Administrative Agent and the Collateral AgentLenders, shall be for the account of Borrowerthe Borrowers, which shall pay all reasonable sums due on demand.

Pledge of Additional Collateral. (a) Within 45 30 days after the Acquisition acquisition of assets of the type that would have on the Effective Date constituted Collateral on the Closing Date pursuant to under the Security Documents (the “Additional Collateral”"ADDITIONAL COLLATERAL"), each of Holdco and Borrower shallappropriate Loan Party will, and shall will cause each other Loan Party its respective Subsidiaries to, take all necessary action (if any)action, including the filing of appropriate financing statements under the provisions of the UCC, applicable domestic or local laws, rules or regulations in each of the offices where such filing is necessary or appropriate, or entering into or amending the Guarantee Agreement and the Security Documents, or in the case of the Equity Interests of a "first tier" Non-U.S. Subsidiary, entering into a Non-U.S. Pledge Agreement providing for the Collateral Agents to have an enforceable and perfected security interest in 65% of the Equity Interests in such Subsidiary, to grant to the each Collateral Agent for its benefit and the benefit of the respective Secured Parties, a Parties perfected First Priority Lien, subject in each case only to Permitted Liens, Liens in such Collateral in each case pursuant to and to the full extent required by the Security Documents and this Agreement (including, without limitation, delivery of an opinion substantially in the form of EXHIBIT L and otherwise reasonably acceptable in form and substance to the Collateral Agent and satisfaction of the conditions set forth in Sections 4.01(osubsections (v) and (w) of Section 4.01). In the event that any Loan Party acquires any or leases additional Real Property having a Fair Market Value in excess or renews any lease of $7,500,000 as determined in good faith by Borrower Real Property (whether or not the subject of a leasehold Mortgage or other under the Security Documents)) and the fair market value of such acquired Real Property or such lease, Holdco as applicable, is in excess of $1.0 million as determined in good faith by the Borrower, the Borrower or Borrower shall the appropriate Loan Party, as the case may be, using its commercially reasonable efforts in respect of any such leases, will take such actions and execute such documents as the Collateral Agent shall require to confirm the Lien Liens of a Mortgage, if applicable, or to create a new Mortgage or other Security Documents (including, without limitation, satisfaction of the conditions set forth in Sections 4.01(osubsections (f), (v) and (w) of Section 4.01) (unless, with respect to any such Real Property, (x) such Real Property is already mortgaged to a third party to the extent permitted by Section 6.02 or (y) the Administrative Agent determines, in its reasonable discretion, that the fees and expenses of obtaining a Mortgage with respect to such Real Property and the other related deliveries required by this Section 5.10(a) 5.11 would be disproportionate to the expected benefits expected to be received by the Secured Parties). Such Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent and the Collateral Agent and shall constitute valid and enforceable perfected First Priority Liens subject only to Permitted Encumbrances or other Liens acceptable to the Collateral Agent. The Mortgages or instruments related thereto shall be duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Mortgages and all taxes, fees and other charges payable in connection therewith shall be paid in full. Such Loan Party shall otherwise take such actions and execute and/or deliver to the Collateral Agent such documents as the Collateral Agent shall require to confirm the validity, perfection and priority of the Lien of any existing Mortgage or new Mortgage against such after-acquired Real Property (including a Title Policy, a Survey and local counsel opinion (in form and substance reasonably satisfactory to the Collateral Agent) in respect of such Mortgage). All actions taken by the parties in connection with the pledge of Additional Collateral, including, without limitation, reasonable costs of counsel for the Administrative Agent and the Collateral AgentAgents, shall be for the account of the Borrower, which shall pay all sums due on demand.

Pledge of Additional Collateral. (a) Within 45 30 days after the Acquisition acquisition of assets (including without limitation transfers or sales of such assets by and among the Borrower and/or its Subsidiaries) of the type that would have constituted Collateral on the Closing Date pursuant to the Security Documents (the “Additional Collateral”"ADDITIONAL COLLATERAL"), each of Holdco and Borrower shall, and shall cause each other Loan Party to, take all necessary action (if any)action, including the filing of appropriate financing statements under the provisions of the UCC, applicable domestic or local laws, rules or regulations in each of the offices where such filing is necessary or appropriate, or entering into or amending the Guarantee Agreement and the Security Documents, to grant to the Collateral Agent for the benefit of the Secured Parties, a perfected First Priority first priority Lien, subject in each case only to Permitted Liens, in such Collateral in each case pursuant to and to the full extent required by the Security Documents and this Agreement (including, without limitation, satisfaction of the conditions set forth in Sections 4.01(oSection 4.01(e),(q), (r) and (s)). In the event that any Loan Party acquires any a fee interest in additional Real Property having a Fair Market Value in excess of $7,500,000 2,500,000 as determined in good faith by Borrower, Borrower (whether or not shall, and shall cause the subject of a Mortgage or other Security Documents), Holdco or Borrower shall Loan Parties to take such actions and execute such documents as the Collateral Agent shall require to confirm the Lien of a Mortgage, if applicable, or to create a new Mortgage or other Security Documents (including, without limitation, satisfaction of the conditions set forth in Sections 4.01(oSection 4.01(e),(q), (r) and (s)) (unless, with respect to any such Real Property, the Administrative Agent determines, in its reasonable discretion, that the fees and expenses of obtaining a Mortgage with respect to such Real Property and the other related deliveries required by this Section 5.10(a5.11(a) would be disproportionate to the benefits expected to be received by the Secured Parties). Such Mortgages shall be granted pursuant to documentation similar to existing Mortgages and otherwise reasonably satisfactory in form and substance to the Administrative Agent and the Collateral Agent and shall constitute valid and enforceable perfected First Priority Liens subject only to Permitted Encumbrances or other Liens acceptable to the Collateral Agent. The Mortgages or instruments related thereto shall be duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Mortgages and all taxes, fees and other charges payable in connection therewith shall be paid in full. Such Loan Party shall otherwise take such actions and execute and/or deliver to the Collateral Agent such documents as the Administrative Agent or the Collateral Agent shall require to confirm the validity, perfection and priority of the Lien of any existing Mortgage or new Mortgage against such after-acquired Real Property (including a Title Policy, a Survey and local counsel opinion (in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent) in respect of such Mortgage). All actions taken by the parties in connection with the pledge of Additional Collateral, including, without limitation, reasonable costs of counsel for the Administrative Agent and the Collateral Agent, shall be for the account of Borrower, which shall pay all sums due on demand.

Pledge of Additional Collateral. (a) Within 45 Promptly, and in any event within 30 days after the Acquisition acquisition of assets of the type that would have constituted Collateral (if the person acquiring such assets had executed an appropriate Security Document on the Closing Initial Borrowing Date) at the Initial Borrowing Date pursuant (the "Additional Collateral"), the Company will, and will cause each of the Guarantors to, at the request of the Collateral Agent following consultation with the Company as to the Security Documents (the “value of any such Additional Collateral”), each of Holdco and Borrower shall, and shall cause each other Loan Party to, take all necessary action (if any)action, including entering into the appropriate security documents and filing of the appropriate financing statements under the provisions of the UCCUCC or applicable foreign, applicable domestic or local laws, rules or regulations in each of the offices where such filing is necessary or appropriate, or entering into or amending the Guarantee Agreement and the Security Documents, appropriate to grant to the Collateral Agent for the benefit of the Secured Parties, a perfected First Priority Lien, subject in each case only to Permitted Liens, Lien in such Collateral (or comparable interest under foreign law in each the case of foreign Collateral) pursuant to and to the full extent required by the Security Documents and this Agreement (includingAgreement; PROVIDED that no such action will be required by the Company or any Guarantor to the extent that any such Additional Collateral is subject to a preexisting agreement which prohibits the granting of any additional liens; PROVIDED FURTHER that such preexisting agreement was not entered into in connection with, without limitationor in anticipation of or contemplation of, satisfaction the acquisition of such assets by the conditions set forth in Sections 4.01(o)Company or any of its Subsidiaries. In the event that any Loan Party the Company or a Guarantor acquires any an interest in additional Real Property having a Fair Market Value in excess of $7,500,000 real property, the Company or such Guarantor, as determined in good faith by Borrower (whether or not the subject of a Mortgage or other Security Documents)case may be, Holdco or Borrower shall will take such actions and execute such documents as the Collateral Agent shall require to confirm the Lien of a Mortgage, if applicable, or to create a new Mortgage or other Security Documents (including, without limitation, satisfaction of the conditions set forth in Sections 4.01(o), (unless, with respect to any such Real Property, the Administrative Agent determines, in its reasonable discretion, that the fees 5.04 and expenses of obtaining a Mortgage with respect to such Real Property and the other related deliveries required by this Section 5.10(a) would be disproportionate to the benefits expected to be received by the Secured Parties). Such Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent and the Collateral Agent and shall constitute valid and enforceable perfected First Priority Liens subject only to Permitted Encumbrances or other Liens acceptable to the Collateral Agent. The Mortgages or instruments related thereto shall be duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Mortgages and all taxes, fees and other charges payable in connection therewith shall be paid in full. Such Loan Party shall otherwise take such actions and execute and/or deliver to the Collateral Agent such documents as the Collateral Agent shall require to confirm the validity, perfection and priority of the Lien of any existing Mortgage or new Mortgage against such after-acquired Real Property (including a Title Policy, a Survey and local counsel opinion (in form and substance reasonably satisfactory to the Collateral Agent) in respect of such Mortgage5.13). All actions taken by the parties in connection with the pledge of Additional Collateral, including, without limitation, reasonable costs of counsel for the Administrative Agent and the Collateral Agent, shall be for the account of Borrowerthe Company, which shall pay all sums due on demand.

Pledge of Additional Collateral. (a) Within 45 30 days after the Acquisition acquisition of assets of the type that would have constituted Collateral on the Closing Effective Date pursuant to the Security Documents (the “Additional Collateral”), each of Holdco and Borrower shall, and shall cause each other appropriate Loan Party to, will take all necessary action (if any)action, including the filing of appropriate financing statements under the provisions of the UCC, applicable domestic or local laws, rules or regulations in each of the offices where such filing is necessary or appropriate, or entering into or amending the Guarantee Agreement and the Security Documents, or in the case of the Equity Interests of a “first tier” Non-U.S. Subsidiary, entering into a pledge agreement under the laws of the jurisdiction of such Non-U.S. Subsidiary providing for the relevant Loan Party to have an enforceable and perfected security interest in 65% of the Equity Interests in such Subsidiary, to grant to the Collateral Agent for its benefit and the benefit of the Secured Parties, Parties a perfected First Priority Lien, subject in each case only to Permitted Liens, Liens in such Collateral in each case pursuant to and to the full extent required by the Security Documents and this Agreement (including, without limitation, satisfaction of the conditions set forth in Sections 4.01(osubsections (w) and (z) of Section 4.01 of the Original Credit Agreement). In the event that any Loan Party acquires any acquire an interest in additional Real Property having a Fair Market Value fair market value in excess of $7,500,000 1.0 million as determined in good faith by Borrower the Borrowers, acquire an interest in additional Real Property where equipment or operations necessary or important to the operation of the Borrower’s communication network are located or renews any Real Property Lease (whether or not the subject of a Mortgage or other leasehold mortgage under the Security Documents), Holdco or Borrower shall the appropriate Loan Party, using its commercially reasonable efforts in the case of any such leases (but without any requirement to provide any lessor any compensation), will take such actions and execute such documents as the Collateral Agent shall require to confirm the Lien of a Mortgage, if applicable, or to create a new Mortgage or other Security Documents encumbering any such Real Property for the benefit of the Secured Parties (including, without limitation, satisfaction of the conditions set forth in Sections 4.01(o), subsections (unless, with respect to any such Real Property, the Administrative Agent determines, in its reasonable discretion, that the fees f) and expenses (x) of obtaining a Mortgage with respect to such Real Property and the other related deliveries required by this Section 5.10(a) would be disproportionate to the benefits expected to be received by the Secured Parties). Such Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent and the Collateral Agent and shall constitute valid and enforceable perfected First Priority Liens subject only to Permitted Encumbrances or other Liens acceptable to the Collateral Agent. The Mortgages or instruments related thereto shall be duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor 4.01 of the Collateral Agent required to be granted pursuant to the Mortgages Original Credit Agreement and all taxes, fees and other charges payable in connection therewith shall be paid in full. Such Loan Party shall otherwise take such actions and execute and/or deliver to the Collateral Agent such documents as the Collateral Agent shall require to confirm the validity, perfection and priority subsection (a) of the Lien of any existing Mortgage or new Mortgage against such after-acquired Real Property (including a Title Policy, a Survey and local counsel opinion (in form and substance reasonably satisfactory to the Collateral Agent) in respect of such MortgageSection 5.19). All actions taken by the parties in connection with the pledge of Additional Collateral, including, without limitation, the reasonable and documented costs of counsel for the Administrative Agent and the Collateral Agent, shall be for the account of Borrowerthe Borrowers, which shall pay all sums due on demand.

Pledge of Additional Collateral. (a) Within 45 days Promptly, and in any event within 30 days, after the Acquisition acquisition of assets any Property of the type that would have constituted Collateral on at the Closing Date pursuant to (including the Security Documents capital stock of any Subsidiary hereafter created or acquired) other than Real Property (the “Additional Collateral”"ADDITIONAL COLLATERAL"), each of Holdco Obligor and Borrower shall, and each Wholly Owned Subsidiary (other than any Foreign Subsidiary) shall cause each other Loan Party to, take all action necessary action (if any)or desirable, including the execution and delivery of all such agreements, assignments, documents and instruments (including amendments to the Basic Documents) and the filing of appropriate financing statements under the provisions of the UCC, UCC or applicable domestic or local laws, rules or regulations governmental requirements in each of the offices where such filing is necessary or appropriate, or entering into or amending the Guarantee Agreement and the Security Documents, to grant to the Collateral Administrative Agent for the benefit of the Secured Parties, Lenders a duly perfected First Priority Lien, subject in each case only to Permitted Liens, in first priority Lien on such Collateral in each case Property pursuant to and to the full extent required by the Security Documents and this Agreement Agreement; PROVIDED, HOWEVER, that (including, without limitation, satisfaction i) not more than 65% of the conditions set forth in Sections 4.01(o). In capital stock of any Foreign Subsidiary need be pledged, (ii) no capital stock of the event that any Loan Party acquires any additional Real Property having a Fair Market Value in excess of $7,500,000 as determined in good faith by Borrower Barmet Option Entity to be issued or sold to Barmet pursuant to the Barmet Option need be pledged and (whether or iii) Rock Creek need not the subject of a Mortgage or other Security Documents), Holdco or Borrower shall take such actions and execute such documents as the Collateral Agent shall require to confirm the Lien of a Mortgage, if applicable, or to create a new Mortgage or other Security Documents (including, without limitation, satisfaction of the conditions set forth in Sections 4.01(o), (unless, action with respect to any such Real Property, its Property until the Administrative Agent determines, in its reasonable discretion, that the fees and expenses of obtaining a Mortgage with respect to such Real Property and the other related deliveries Rock Creek Indebtedness has been repaid as required by this Section 5.10(a) would be disproportionate to the benefits expected to be received by the Secured Parties9.08(k). Such Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent and the Collateral Agent and shall constitute valid and enforceable perfected First Priority Liens subject only to Permitted Encumbrances or other Liens acceptable to the Collateral Agent. The Mortgages or instruments related thereto shall be duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor costs of the Collateral Agent required to be granted pursuant to the Mortgages and all taxes, fees and other charges payable in connection therewith shall be paid in full. Such Loan Party shall otherwise take such actions and execute and/or deliver to the Collateral Agent such documents as the Collateral Agent shall require to confirm the validity, perfection and priority of the Lien of any existing Mortgage or new Mortgage against such after-acquired Real Property (including a Title Policy, a Survey and local counsel opinion (in form and substance reasonably satisfactory to the Collateral Agent) in respect of such Mortgage). All actions taken by the parties in connection with the pledge of Additional CollateralCollateral or in connection with any Mortgage, including, without limitation, including reasonable costs of counsel for the Administrative Agent and the Collateral Agent, shall be for paid by the account of Borrower, which shall pay all sums due on Obligors promptly following written demand.

Pledge of Additional Collateral. (a) Within Subject to Section 6.11, promptly, and in any event within 45 days after the Acquisition acquisition of assets of the type that would have constituted Collateral (if the person acquiring such assets had executed an appropriate Security Document on the Closing Date) at the Closing Date pursuant to the Security Documents (the “"Additional Collateral”"), the Borrower will, and will cause each of Holdco and Borrower shall, and shall cause each other Loan Party its Subsidiaries to, take all necessary action (if any)action, including the filing of appropriate financing statements under the provisions of the UCC, applicable foreign, domestic or local laws, rules or regulations in each of the offices where such filing is necessary or appropriate, or entering into or amending the Guarantee Agreement and the Security Documents, appropriate to grant to the Collateral Agent for a perfected Lien in such Additional Collateral (or comparable interest under foreign law in the benefit case of foreign Additional Collateral), unless the Agent notifies the Borrower that such action shall not be required. In the event that the Borrower or its Subsidiaries acquire a fee interest in real property, the Borrower or its applicable Subsidiary, as the case may be, will take such actions and execute such documents as the Collateral Agent shall require pursuant to notification of the Secured Parties, Borrower to confirm the Lien of a perfected First Priority Lien, subject in each case only to Permitted Liens, in Mortgage on such Collateral in each case pursuant to and to the full extent required by the Security Documents and this Agreement real property (including, without limitation, satisfaction of the conditions set forth in Sections 4.01(o). In the event that any Loan Party acquires any additional Real Property having a Fair Market Value in excess of $7,500,000 as determined in good faith by Borrower (whether or not the subject of a Mortgage or other Security Documents), Holdco or Borrower shall take such actions and execute such documents as the Collateral Agent shall require to confirm the Lien of a Mortgage, if applicable, or to create a new Mortgage or other Security Documents (including, without limitation, satisfaction of the conditions set forth in Sections 4.01(o), (unless, with respect to any such Real Property, the Administrative Agent determines, in its reasonable discretion, that the fees and expenses of obtaining a Mortgage with respect to such Real Property and the other related deliveries required by this Section 5.10(a4.01(U) would be disproportionate to the benefits expected to be received by the Secured Parties). Such Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent and the Collateral Agent and shall constitute valid and enforceable perfected First Priority Liens subject only to Permitted Encumbrances or other Liens acceptable to the Collateral Agent. The Mortgages or instruments related thereto shall be duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Mortgages and all taxes, fees and other charges payable in connection therewith shall be paid in full. Such Loan Party shall otherwise take such actions and execute and/or deliver to the Collateral Agent such documents as the Collateral Agent shall require to confirm the validity, perfection and priority of the Lien of any existing Mortgage or new Mortgage against such after-acquired Real Property (including a Title Policy, a Survey and local counsel opinion (in form and substance reasonably satisfactory to the Collateral Agent) in respect of such Mortgagehereto). All actions taken by the parties in connection with the pledge of Additional Collateral, including, without limitation, reasonable costs of counsel for the Administrative Agent and the Collateral Agent, shall be for the account of the Borrower, which shall pay all sums due on demandas promptly as practicable and in any event within 15 days of receipt of a reasonably detailed notice (consisting of aggregate attorney time, disbursements and costs) thereof.

Pledge of Additional Collateral. (a) Within 45 days Promptly, and in any ------------------------------- event within 30 days, after the Acquisition acquisition of assets any Property of the type that would have constituted Collateral on at the Closing Date pursuant to (including the Security Documents capital stock of any Subsidiary hereafter created or acquired) other than Real Property (the “"Additional Collateral”"), each of Holdco Obligor and Borrower shall, and each Wholly Owned Subsidiary --------------------- (other than any Foreign Subsidiary) shall cause each other Loan Party to, take all necessary action (if any)necessary, including the execution and delivery of all such agreements, assignments, documents and instruments (including amendments to the Credit Documents) and the filing of appropriate financing statements under the provisions of the UCC, UCC or applicable domestic or local laws, rules or regulations governmental requirements in each of the offices where such filing is necessary or appropriate, or entering into or amending the Guarantee Agreement and the Security Documents, to grant to the Collateral Administrative Agent for the benefit of the Secured Parties, Lenders a duly perfected First Priority Lien, subject in each case only to Permitted Liens, in first priority Lien on such Collateral in each case Property pursuant to and to the full extent required by the Security Documents and this Agreement (includingAgreement; provided, without limitationhowever, satisfaction -------- ------- that not more than 65% of the conditions set forth in Sections 4.01(o)capital stock of any Foreign Subsidiary (limited to "first tier" Foreign Subsidiaries) need be pledged. In the event that that, after the Closing Date, any Loan Party Obligor acquires or holds an interest in any additional Real Property having with a Fair Market Value in excess market or book value of $7,500,000 as determined in good faith by Borrower 2.5 million or more, the Obligors and each Wholly Owned Subsidiary (whether or not the subject of other than a Mortgage or other Security Documents), Holdco or Borrower Foreign Subsidiary) shall (i) take such actions and execute such documents as the Collateral Administrative Agent shall reasonably require to confirm the Lien of a an existing Mortgage, if applicable, or to create a new Mortgage or other Security Documents on such additional Real Property and (ii) cause to be delivered to Administrative Agent, on behalf of the Lenders, the documents and instruments reasonably requested by Administrative Agent, including, without limitation, satisfaction of the conditions items set forth in Sections 4.01(o), (unless, with respect to any such Real Property, the Administrative Agent determines, in its reasonable discretion, that the fees 7.01(ii)(3)(ii) and expenses of obtaining a Mortgage with respect to such Real Property and the other related deliveries required by this Section 5.10(a) would be disproportionate to the benefits expected to be received by the Secured Parties7.01(vii). Such Mortgages shall be granted pursuant to documentation The costs of all actions reasonably satisfactory in form and substance to the Administrative Agent and the Collateral Agent and shall constitute valid and enforceable perfected First Priority Liens subject only to Permitted Encumbrances or other Liens acceptable to the Collateral Agent. The Mortgages or instruments related thereto shall be duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Mortgages and all taxes, fees and other charges payable in connection therewith shall be paid in full. Such Loan Party shall otherwise take such actions and execute and/or deliver to the Collateral Agent such documents as the Collateral Agent shall require to confirm the validity, perfection and priority of the Lien of any existing Mortgage or new Mortgage against such after-acquired Real Property (including a Title Policy, a Survey and local counsel opinion (in form and substance reasonably satisfactory to the Collateral Agent) in respect of such Mortgage). All actions taken by the parties in connection with the pledge of Additional CollateralCollateral or in connection with any Mortgage, including, without limitation, including reasonable costs of counsel for the Administrative Agent and the Collateral Agent, shall be for paid by the account of Borrower, which shall pay all sums due on Obligors promptly following written demand.

Pledge of Additional Collateral. (a) Within 45 30 days after the Acquisition acquisition of assets of the type that would have constituted Collateral on the Closing Effective Date pursuant to the Security Documents (including pursuant to the “release of IRB Assets from the IRB Agreements) (the "Additional Collateral”"), each of Holdco the Parent Guarantor and the U.S. Borrower shallwill, and shall will cause each of the other U.S. Loan Party Parties to, take all necessary action (if any)action, including the filing of appropriate financing statements under the provisions of the UCC, applicable domestic or local laws, rules or regulations in each of the offices where such filing is necessary or appropriate, or entering into or amending the Guarantee Agreement and the Security Documents, to grant to the Collateral Agent for its benefit and the benefit of the Secured Parties, a perfected First Priority first priority Lien, subject in each case only to Permitted Liens, in such Collateral in each case pursuant to and to the full extent required by the Security Documents and this Agreement (including, without limitation, satisfaction of the conditions set forth in Sections 4.01(osubsections (t) and (u) of Section 4.01). In the event that any U.S. Loan Party acquires any an interest in additional Real Property having a Fair Market Value fair market value in excess of $7,500,000 1.0 million as determined in good faith by the U.S. Borrower (including pursuant to the release of any such Real Property that constituted an IRB Asset from the IRB Agreements) or renews any Real Property Agreement, including, without limitation, the renewal of any Real Property Agreement relating to the "3300 South Turnpike Drive Facility" (as referred to on Schedule 3.11(b) hereof), (whether or not the subject of a Mortgage or other Security Documents), Holdco the Parent Guarantor or the U.S. Borrower shall or (to the extent applicable) will cause the other U.S. Loan Parties to, and using its commercially reasonable efforts in respect of any such leases, take such actions and execute such documents as the Collateral Agent shall require to confirm the Lien of a Mortgage, if applicable, or to create a new Mortgage or other Security Documents (including, without limitation, satisfaction of the conditions set forth in Sections 4.01(o), subsections (unless, with respect to any such Real Property, the Administrative Agent determines, in its reasonable discretion, that the fees t) and expenses (u) of obtaining a Mortgage with respect to such Real Property and the other related deliveries required by this Section 5.10(a) would be disproportionate to the benefits expected to be received by the Secured Parties). Such Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent and the Collateral Agent and shall constitute valid and enforceable perfected First Priority Liens subject only to Permitted Encumbrances or other Liens acceptable to the Collateral Agent. The Mortgages or instruments related thereto shall be duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Mortgages and all taxes, fees and other charges payable in connection therewith shall be paid in full. Such Loan Party shall otherwise take such actions and execute and/or deliver to the Collateral Agent such documents as the Collateral Agent shall require to confirm the validity, perfection and priority of the Lien of any existing Mortgage or new Mortgage against such after-acquired Real Property (including a Title Policy, a Survey and local counsel opinion (in form and substance reasonably satisfactory to the Collateral Agent) in respect of such Mortgage4.01). All actions taken by the parties in connection with the pledge of Additional Collateral, including, without limitation, reasonable costs of counsel for the Administrative Agent and the Collateral Agent, shall be for the account of the U.S. Borrower, which shall pay all sums due on demand.

Pledge of Additional Collateral. Concurrently with the execution and delivery by any Subsidiary of a Subsidiary Guarantee, the Borrower will cause such Subsidiary to take all necessary action to grant the Collateral Agent a perfected first Lien in all of the real and personal property of such Subsidiary (ato the extent permitted by applicable law) Within 45 to secure the payment and performance of the Obligations and such Subsidiary's obligations and liabilities under its Subsidiary Guarantee; and promptly, and in any event within 30 days after the Acquisition acquisition of assets of a type that, but for the type fact that such assets shall have been acquired after the Closing Date, would have constituted Collateral on Collateral, the Closing Date pursuant to the Security Documents (the “Additional Collateral”)Borrower will, and will cause each of Holdco and Borrower shall, and shall cause each other Loan Party its Subsidiaries to, take all necessary action to grant the Collateral Agent a perfected first Lien in such newly acquired assets (if anysuch personal property and assets of a Subsidiary executing a Subsidiary Guarantee and such newly acquired assets are referred to herein collectively as the "Additional Collateral"). Such action to be taken by the Borrower and the Subsidiaries shall include, including without limitation, the execution and delivery of security agreements, and/or supplements thereto, and other instruments and documents, all in form and substance reasonably satisfactory to the Collateral Agent, the filing of appropriate financing statements under the provisions of the UCC, applicable domestic or local laws, rules or regulations in each of the offices where such filing is necessary or appropriate, or entering into or amending the Guarantee Agreement and the Security Documents, delivery of such opinions of counsel with respect to grant to the foregoing as the Collateral Agent for shall reasonably require; provided this Section 6.13 shall not apply to any assets subject to Liens permitted under Section 7.03(i). Furthermore, promptly, and in any event within 30 days, after the benefit acquisition of an interest in Real Property within the United States not held as of the Secured PartiesClosing Date (the "Additional Real Property"), the Borrower DRAFT: March 21, 1997 H:\WPCDOCS\1186\141151 will, and will cause such of its Subsidiaries acquiring such an interest to, take such actions and execute such documents as the Agent shall reasonably require to confirm the Lien of a perfected First Priority Lien, subject in each case only to Permitted Liens, in such Collateral in each case pursuant to and to the full extent required by the Security Documents and this Agreement Mortgage (including, without limitation, satisfaction of the conditions set forth in Sections 4.01(o4.01(C)(ii) and (L). In the event that any Loan Party acquires any additional Real Property having a Fair Market Value in excess of $7,500,000 as determined in good faith by Borrower (whether or not the subject of a Mortgage or other Security Documents), Holdco or Borrower shall take such actions and execute such documents as the Collateral Agent shall require to confirm the Lien of a Mortgage, if applicable, or to create a new Mortgage or other Security Documents (including, without limitation, satisfaction of the conditions set forth in Sections 4.01(o), (unlessMortgage, with respect to any such Additional Real Property, the Administrative Agent determines, in its reasonable discretion, that the fees . All costs and expenses of obtaining a Mortgage with respect to such Real Property and the other related deliveries required by this Section 5.10(a) would be disproportionate to the benefits expected to be received by the Secured Parties). Such Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent and the Collateral Agent and shall constitute valid and enforceable perfected First Priority Liens subject only to Permitted Encumbrances or other Liens acceptable to the Collateral Agent. The Mortgages or instruments related thereto shall be duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Mortgages and all taxes, fees and other charges payable in connection therewith shall be paid in full. Such Loan Party shall otherwise take such actions and execute and/or deliver to the Collateral Agent such documents as the Collateral Agent shall require to confirm the validity, perfection and priority of the Lien of arising from any existing Mortgage or new Mortgage against such after-acquired Real Property (including a Title Policy, a Survey and local counsel opinion (in form and substance reasonably satisfactory to the Collateral Agent) in respect of such Mortgage). All actions action taken by the parties Agent or any Bank in connection with the pledge of Additional CollateralCollateral or Additional Real Property pursuant to this Section 6.13, including, without limitation, reasonable costs of counsel for the Administrative Agent and the Collateral Agent, shall be for payable by the account Borrower to the Agent or the Bank incurring such cost or expense within 10 Business Days after demand therefor. All agreements, instruments and documents executed or delivered pursuant to or in furtherance of Borrowerthis Section 6.13, which and all amendments, modifications and supplements thereto from time to time entered into, are and shall pay all sums due on demandbe within the definition of "Security Documents."

Pledge of Additional Collateral. (a) Within 45 days Subject to Section 7.13, as soon as reasonably practicable after the Acquisition acquisition of any property or assets with a Dollar Equivalent Value of in excess of U.S. $100,000 individually and $5.0 million or more in the aggregate of the type that would have constituted Collateral (if the Person acquiring such assets had executed an appropriate Security Document on the Closing Date pursuant to (whether or not actually so executed)) at the Security Documents Closing Date (the “"Additional Collateral”"), the Borrowers will, and will cause each of Holdco and Borrower shall, and shall cause each other Loan Party their respective Subsidiaries to, take all reasonably necessary action (if any)or desirable action, including the filing of appropriate financing statements under the provisions of the UCCUCC and applicable foreign, applicable domestic or local laws, rules or regulations in each of the offices where such filing is necessary or appropriate, or entering into or amending the Guarantee Agreement and the Security Documents, to grant to the Collateral Administrative Agent for the benefit of, with respect to US Borrower or any Domestic Subsidiary, all of the Secured PartiesLenders and, with respect to CH Borrower and CH Foreign Subsidiaries, the Lenders owed Obligations by CH Borrower and/or CH Foreign Subsidiaries, a perfected First Priority Lien, subject in each case only to Permitted Liens, first priority Lien in such Collateral (or comparable interest under foreign law in each the case of foreign Collateral) pursuant to and to the full extent required by the applicable Security Documents and this Agreement Agreement; provided, however, that notwithstanding the foregoing, (includingi) none of US Borrower or any Domestic Subsidiary shall be required, without limitationsubject to Section 7.18, satisfaction to pledge more than 65% of the conditions set forth capital stock of any Foreign Subsidiary, (ii) none of US Borrower or any Subsidiary shall be required, subject to Section 7.18, to pledge any property or assets which in Sections 4.01(o)accordance with the terms of the Loan Documents was not pledged (or would not have so pledged if then in existence) on the Closing Date and (iii) no Foreign Subsidiary need pledge any property or assets to the extent prohibited by applicable law. In the event that (x) US Borrower or any Loan Party Domestic Subsidiary acquires an interest in any additional Real Property having real property which is a Fair Market Value in excess of $7,500,000 as determined in good faith by Borrower (whether manufacturing or not the subject significant assembly facility or of a Mortgage character and importance similar at such time to the facilities that are subject to the Mortgages on the Closing Date, US Borrower or other Security Documents)such Subsidiary, Holdco or Borrower shall as the case may be, will take such reasonable actions and execute such documents as the Collateral Administrative Agent shall reasonably require to confirm the Lien of a Mortgage, if applicable, or to create a new Mortgage or other Security Documents (including, without limitation, satisfaction for the benefit of the conditions set forth Lenders or (y) CH Borrower or any CH Foreign Subsidiary acquires an interest in Sections 4.01(o), (unless, with respect to any additional real property which is a manufacturing or significant assembly facility or of a character and importance similar at such Real Property, the Administrative Agent determines, in its reasonable discretion, that the fees and expenses of obtaining a Mortgage with respect to such Real Property and the other related deliveries required by this Section 5.10(a) would be disproportionate time to the benefits expected to be received by the Secured Parties). Such Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent and the Collateral Agent and shall constitute valid and enforceable perfected First Priority Liens facilities that are subject only to Permitted Encumbrances or other Liens acceptable to the Collateral Agent. The Mortgages or instruments related thereto shall be duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Mortgages and all taxeson the Closing Date, fees and other charges payable in connection therewith shall be paid in full. Such Loan Party shall otherwise CH Borrower or such Subsidiary, as the case may be, will take such reasonable actions and execute and/or deliver to the Collateral Agent such documents as the Collateral Administrative Agent shall will reasonably require to confirm the validitylien of a Mortgage, perfection and priority if applicable, or to create a new Mortgage for the benefit of the Lien of Lenders which are owed Obligations by CH Borrower or any existing Mortgage or new Mortgage against such after-acquired Real Property (including a Title Policy, a Survey and local counsel opinion (in form and substance reasonably satisfactory to the Collateral Agent) in respect of such Mortgage)CH Foreign Subsidiary. All actions taken by the parties in connection with the pledge of Additional Collateral, including, without limitation, reasonable costs of counsel for the Administrative Agent and the Collateral AgentLenders, shall be for the account of Borrowerthe Borrowers, which shall pay all reasonable sums due on demand.

Pledge of Additional Collateral. (a) Within 45 days Promptly, and in any event within 30 days, after the Acquisition acquisition of assets any Property of the type that would have constituted Collateral on at the Closing Date pursuant to (including the Security Documents Equity Interests of any Subsidiary hereafter created or acquired) other than Real Property (the “Additional Collateral”), each of Holdco Obligor and Borrower shall, and each Wholly Owned Subsidiary (other than any Foreign Subsidiary) shall cause each other Loan Party to, take all action reasonably necessary action (if any)or desirable, including the execution and delivery of all such agreements, assignments, documents and instruments (including amendments to the Credit Documents) and the filing of appropriate financing statements under the provisions of the UCC, UCC or applicable domestic or local laws, rules or regulations governmental requirements in each of the offices where such filing is necessary or appropriate, or entering into or amending the Guarantee Agreement and the Security Documents, to grant to the Collateral Administrative Agent for the benefit of the Secured Parties, Revolving Credit Lenders a duly perfected First Priority Lien, first priority Lien (subject in each case only to Permitted Prior Liens, in ) on such Collateral in each case Property pursuant to and to the full extent required by the Security Documents and this Agreement (includingAgreement; provided, without limitationhowever, satisfaction that not more than 65% of the conditions set forth in Sections 4.01(o)Equity Interests of any “first tier” Foreign Subsidiary need be pledged and no Equity Interests of any Foreign Subsidiary which is not a “first-tier” Foreign Subsidiary need be pledged. In the event that that, after the Closing Date, Borrower or any Loan Party Domestic Subsidiary acquires or holds a fee interest in any additional Real Property having with a Fair Market Value in excess market or book value of $7,500,000 as determined in good faith by Borrower 3.5 million or more, the Obligors and each Wholly Owned Subsidiary shall reasonably promptly (whether or not the subject of a Mortgage or other Security Documents), Holdco or Borrower shall i) take such actions and execute such documents as the Collateral Administrative Agent shall reasonably require to confirm the Lien of a an existing Mortgage, if applicable, or to create a new Mortgage or other Security Documents on such additional Real Property and (ii) cause to be delivered to the Administrative Agent, on behalf of the Revolving Credit Lenders, the documents and instruments reasonably requested by the Administrative Agent, including, without limitation, satisfaction of the conditions items set forth in Sections 4.01(o), (unless, with respect to any such Real Property, the Administrative Agent determines, in its reasonable discretion, that the fees and expenses of obtaining a Mortgage with respect to such Real Property and the other related deliveries required by this Section 5.10(a) would be disproportionate to the benefits expected to be received by the Secured Parties). Such Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent and the Collateral Agent and shall constitute valid and enforceable perfected First Priority Liens subject only to Permitted Encumbrances or other Liens acceptable to the Collateral Agent. The Mortgages or instruments related thereto shall be duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Mortgages and all taxes, fees and other charges payable in connection therewith shall be paid in full. Such Loan Party shall otherwise take such actions and execute and/or deliver to the Collateral Agent such documents as the Collateral Agent shall require to confirm the validity, perfection and priority of the Lien of any existing Mortgage or new Mortgage against such after-acquired Real Property (including a Title Policy, a Survey and local counsel opinion (in form and substance reasonably satisfactory to the Collateral Agent) 7.1 in respect of such Mortgage)Mortgaged Real Property. All The costs of all actions taken by the parties in connection with the pledge of Additional CollateralCollateral or in connection with any Mortgage, including, without limitation, including reasonable costs of counsel for the Administrative Agent and the Collateral Agent, shall be for paid by the account of Borrower, which shall pay all sums due on Obligors promptly following written demand.

Pledge of Additional Collateral. (a) Within 45 days Promptly, and in any event ------------------------------- within 30 days, after the Acquisition acquisition of assets any Property of the type that would have constituted Collateral on at the Closing Amendment and Restatement Date pursuant to (including the Security Documents Equity Interests of any Subsidiary hereafter created or acquired) other than Real Property (the “"Additional Collateral”"), each of Holdco Obligor and Borrower shall, and each Wholly Owned --------------------- Subsidiary (other than any Foreign Subsidiary) shall cause each other Loan Party to, take all action reasonably necessary action (if any)or desirable, including the execution and delivery of all such agreements, assignments, documents and instruments (including amendments to the Credit Documents) and the filing of appropriate financing statements under the provisions of the UCC, UCC or applicable domestic or local laws, rules or regulations governmental requirements in each of the offices where such filing is necessary or appropriate, or entering into or amending the Guarantee Agreement and the Security Documents, to grant to the Collateral Administrative Agent for the benefit of the Secured Parties, Lenders a duly perfected First Priority Lien, first priority Lien (subject in each case only to Permitted Prior Liens, in ) on such Collateral in each case Property pursuant to and to the full extent required by the Security Documents and this Agreement (includingAgreement; provided, without limitation-------- however, satisfaction that not more than 65% of the conditions set forth in Sections 4.01(o)Equity Interests of any "first tier" ------- Foreign Subsidiary need be pledged and no Equity Interests of any Foreign Subsidiary which is not a "first-tier" Foreign Subsidiary need be pledged. In the event that that, after the Amendment and Restatement Date, Borrower or any Loan Party Domestic Subsidiary acquires or holds a fee interest in any additional Real Property having with a Fair Market Value in excess market or book value of $7,500,000 as determined in good faith by Borrower 3.5 million or more (whether or not other than the subject of a Mortgage or other Security DocumentsSpecified Real Property, the New Warehouse Facility or, if Indebtedness is incurred under Section 9.08(h), Holdco or Borrower the Existing Warehouse Facility), the Obligors and each Wholly Owned Subsidiary shall reasonably promptly (i) take such actions and execute such documents as the Collateral Administrative Agent shall reasonably require to confirm the Lien of a an existing Mortgage, if applicable, or to create a new Mortgage or other Security Documents on such additional Real Property and (ii) cause to be delivered to the Administrative Agent, on behalf of the Lenders, the documents and instruments reasonably requested by the Administrative Agent, including, without limitation, satisfaction of the conditions items set forth in Sections 4.01(o), (unless, with Section 7.02 in respect to any such of Mortgaged Real Property. Notwithstanding the foregoing, the Administrative Agent determines, in its reasonable discretion, that the fees and expenses of obtaining a Mortgage with respect Borrower shall not be required to such Real Property and the other related deliveries required by this Section 5.10(a) would be disproportionate to the benefits expected to be received by the Secured Parties). Such Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance grant to the Administrative Agent and a Lien or Mortgage on the Collateral Agent and shall constitute valid and enforceable perfected First Priority Liens subject only Permitted Warehouse if pledged to secure the Permitted Encumbrances or other Liens acceptable to the Collateral AgentWarehouse Purchase Indebtedness. The Mortgages or instruments related thereto shall be duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor costs of the Collateral Agent required to be granted pursuant to the Mortgages and all taxes, fees and other charges payable in connection therewith shall be paid in full. Such Loan Party shall otherwise take such actions and execute and/or deliver to the Collateral Agent such documents as the Collateral Agent shall require to confirm the validity, perfection and priority of the Lien of any existing Mortgage or new Mortgage against such after-acquired Real Property (including a Title Policy, a Survey and local counsel opinion (in form and substance reasonably satisfactory to the Collateral Agent) in respect of such Mortgage). All actions taken by the parties in connection with the pledge of Additional CollateralCollateral or in connection with any Mortgage, including, without limitation, including reasonable costs of counsel for the Administrative Agent and the Collateral Agent, shall be for paid by the account of Borrower, which shall pay all sums due on Obligors promptly following written demand.

Pledge of Additional Collateral. Within 30 days (aas such date may be extended by the Administrative Agent in its sole discretion) Within 45 days after the Acquisition acquisition of assets of the type that would have constituted Collateral on the Closing Restatement Date pursuant to the Security Documents (the “Additional Collateral”), each of Holdco and Borrower shall, and shall cause each other appropriate Loan Party to, will take all necessary action (if any)action, including the filing of appropriate financing statements under the provisions of the UCC, applicable domestic or local laws, rules or regulations in each of the offices where such filing is necessary or appropriate, or entering into amending or amending confirming the Guarantee Guaranty Agreement and the Security Documents, or in the case of the Equity Interests of a “first tier” Non-U.S. Subsidiary, entering into a pledge agreement under the laws of the jurisdiction of such Non-U.S. Subsidiary providing for the relevant Loan Party to have an enforceable and perfected security interest in 65% of the Equity Interests in such Subsidiary, to grant to the Collateral Administrative Agent for its benefit and the benefit of the Secured Parties, Parties a perfected First Priority Lien, subject in each case only to Permitted Liens, Liens in such Collateral in each case pursuant to and to the full extent required by the Security Documents and this Agreement (including, without limitation, satisfaction of the conditions set forth in Sections 4.01(o)Agreement. In the event that any Loan Party acquires any an interest in additional Real Property having a Fair Market Value fair market value in excess of $7,500,000 1.0 million as determined in good faith by Borrower the Borrower, or renews any lease with respect to a Mortgaged Property the appropriate Loan Party, using its commercially reasonable efforts in the case of any such leases (whether or not the subject of a Mortgage or other Security Documentsbut without any requirement to provide any lessor any compensation), Holdco or Borrower shall will take such actions and execute such documents as the Collateral Administrative Agent shall require to confirm the Lien of a Mortgage, if applicable, or to create a new Mortgage or other Security Documents (including, without limitation, satisfaction of the conditions set forth in Sections 4.01(o), (unless, with respect to encumbering any such Real Property, Property for the Administrative Agent determines, in its reasonable discretion, that the fees and expenses benefit of obtaining a Mortgage with respect to such Real Property and the other related deliveries required by this Section 5.10(a) would be disproportionate to the benefits expected to be received by the Secured Parties). Such Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent and the Collateral Agent and shall constitute valid and enforceable perfected First Priority Liens subject only to Permitted Encumbrances or other Liens acceptable to the Collateral Agent. The Mortgages or instruments related thereto shall be duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Mortgages and all taxes, fees and other charges payable in connection therewith shall be paid in full. Such Loan Party shall otherwise take such actions and execute and/or deliver to the Collateral Agent such documents as the Collateral Agent shall require to confirm the validity, perfection and priority of the Lien of any existing Mortgage or new Mortgage against such after-acquired Real Property (including a Title Policy, a Survey and local counsel opinion (in form and substance reasonably satisfactory to the Collateral Agent) in respect of such Mortgage). All actions taken by the parties in connection with the pledge of Additional Collateral, including, without limitation, the reasonable and documented costs of the Administrative Agent and counsel for the Administrative Agent and the Collateral Agent, shall be for the account of the Borrower, which shall pay all sums due on demandpromptly following written demand therefor.

Pledge of Additional Collateral. Within 30 days (aor such longer period as the Administrative Agent may agree in its discretion) Within 45 days after the Acquisition acquisition of assets of the type that would have constituted Collateral on the Closing Date pursuant to the Security Documents (the “Additional Collateral”), each of Holdco and Borrower shall, and shall cause each other Loan Party to, will take all necessary action (if any)action, including the filing of appropriate financing statements under the provisions of the UCC, applicable domestic or local laws, rules or regulations in each of the offices where such filing is necessary or appropriate, delivery of certificates of title, or entering into or amending the Guarantee Agreement and the Security Documents, or in the case of the Equity Interests of a Foreign Subsidiary that is a direct Subsidiary of Borrower or any Domestic Subsidiary, entering into a Non-U.S. Pledge Agreement providing for the Collateral Agent to have an enforceable and perfected security interest in 66% (or if such Subsidiary is a direct Subsidiary of Borrower or a Domestic Subsidiary and a disregarded entity for U.S. federal tax purposes, 100%) of the Equity Interests in such Subsidiary, to grant to the Collateral Agent for its benefit and the benefit of the Secured Parties, Parties a perfected First Priority Lien, subject in each case only to Permitted Liens, in Lien on such Collateral in each case pursuant to and to the full extent required by the Security Documents and this Agreement (including, without limitation, including satisfaction of the conditions set forth in Sections 4.01(oSection 4.01(l)). In the event that any Loan Party acquires any a fee interest in additional Real Property having a Fair Market Value fair market value in excess of $7,500,000 1,000,000 as determined in good faith by Borrower, Borrower (whether or not the subject of a Mortgage or other Security Documents)appropriate Loan Party, Holdco or Borrower shall as the case may be, will take such actions and execute such documents as the Collateral Agent shall reasonably require to confirm the Lien of a Mortgage, if applicable, or to create a new Mortgage or other Security Documents encumbering such Real Property for the benefit of the Secured Parties (including, without limitationincluding in each case, satisfaction of the conditions set forth in Sections 4.01(o4.01(m), (unless, with respect to any such Real Property, the Administrative Agent determines, in its reasonable discretion, that the fees and expenses of obtaining a Mortgage with respect to such Real Property and the other related deliveries required by this Section 5.10(a) would be disproportionate to the benefits expected to be received by the Secured Parties). Such Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent and the Collateral Agent and shall constitute valid and enforceable perfected First Priority Liens subject only to Permitted Encumbrances or other Liens acceptable to the Collateral Agent. The Mortgages or instruments related thereto shall be duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Mortgages and all taxes, fees and other charges payable in connection therewith shall be paid in full. Such Loan Party shall otherwise take such actions and execute and/or deliver to the Collateral Agent such documents as the Collateral Agent shall require to confirm the validity, perfection and priority of the Lien of any existing Mortgage or new Mortgage against such after-acquired Real Property (including a Title Policy, a Survey and local counsel opinion (in form and substance reasonably satisfactory to the Collateral Agent) in respect of such Mortgage). All actions taken by the parties in connection with the pledge of Additional Collateral, including, without limitation, reasonable costs of counsel for the Administrative Agent and the Collateral Agent, shall be for the account of Borrower, which shall pay all sums due on demand.

Pledge of Additional Collateral. (a) Within 45 days after the Acquisition acquisition of assets of the type that would have constituted Collateral on the Closing Effective Date pursuant to the Security Documents (the “"Additional Collateral”"), each of Holdco and Borrower shallappropriate Loan Party will, and shall will cause each other Loan Party its respective Subsidiaries (excluding any Inactive Subsidiary) to, take all necessary action (if any)action, including the filing of appropriate financing statements under the provisions of the UCC, applicable domestic or local laws, rules or regulations in each of the offices where such filing is necessary or appropriate, or entering into or amending the Guarantee Agreement and the Security Documents, or in the case of the Equity Interests of a "first tier" Non-U.S. Subsidiary (excluding any Inactive Subsidiary), entering into a Non-U.S. Pledge Agreement providing for the relevant Loan Party to have an enforceable and perfected security interest in 65% of the voting Equity Interests and 100% of the non-voting Equity Interests in such Subsidiary, to grant to the Collateral Agent for its benefit and the benefit of the Secured Parties, Parties a perfected First Priority Lien, subject in each case only to Permitted Liens, first priority Lien in such Collateral in each case pursuant to and to the full extent required by the Security Documents and this Agreement (including, without limitation, satisfaction of the conditions set forth in Sections 4.01(osubsection (r) and (s) of Section 4.01). In the event that any Loan Party acquires any or its respective Domestic Subsidiaries acquire an interest in additional Real Property having a Fair Market Value fair market value in excess of $7,500,000 2.0 million as determined in good faith by the Borrower or renews any Real Property lease covering Real Property having a fair market value in excess of $2.0 million as determined in good faith by the Borrower (whether or not the subject of a Mortgage leasehold mortgage under the Security Documents or other Security Documentswith respect to the Real Property owned in fee by the Borrower and located at 2700 Camino Del Sol, Oxnard, California, which is encumbered as of thx Xxxxxxxxx Xxxx xx x xxxx xx xxxxx xx the original principal amount of $17,000,000 in favor of Wells Fargo Bank, National Association, when and if such deed of trusx xx repaid and not refinanced in connection with such repayment), Holdco the Borrower or Borrower shall the appropriate Loan Party or Subsidiary, as the case may be, and using its commercially reasonable efforts in respect of any such leases, will take such actions and execute such documents as the Collateral Agent shall require to confirm the Lien of a Mortgage, if applicable, or to create a new Mortgage or other Security Documents (including, without limitation, satisfaction of the conditions set forth in Sections 4.01(o), subsections (unless, with respect to any such Real Property, the Administrative Agent determines, in its reasonable discretion, that the fees r) and expenses (s) of obtaining a Mortgage with respect to such Real Property and the other related deliveries required by this Section 5.10(a) would be disproportionate to the benefits expected to be received by the Secured Parties). Such Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent and the Collateral Agent and shall constitute valid and enforceable perfected First Priority Liens subject only to Permitted Encumbrances or other Liens acceptable to the Collateral Agent. The Mortgages or instruments related thereto shall be duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Mortgages and all taxes, fees and other charges payable in connection therewith shall be paid in full. Such Loan Party shall otherwise take such actions and execute and/or deliver to the Collateral Agent such documents as the Collateral Agent shall require to confirm the validity, perfection and priority of the Lien of any existing Mortgage or new Mortgage against such after-acquired Real Property (including a Title Policy, a Survey and local counsel opinion (in form and substance reasonably satisfactory to the Collateral Agent) in respect of such Mortgage4.01). All actions taken by the parties in connection with the pledge of Additional Collateral, including, without limitation, reasonable costs of counsel for the Administrative Agent and the Collateral Agent, shall be for the account of the Borrower, which shall pay all sums due on demand. Notwithstanding the foregoing, no Loan Party shall be required to take any action pursuant to this Section 5.11 or any Security Document that the Borrower has reasonably determined would either result in material adverse tax consequences under Section 956 of the Code or would contravene any applicable law, rule or regulation.

Pledge of Additional Collateral. (a) Within 45 30 days after the Acquisition acquisition of assets of the type that would have constituted Collateral on the Closing Date pursuant to the Security Documents (the “Additional Collateral”), each of Holdco and Borrower shall, and shall cause each other Loan Party to, will take all necessary action (if any)action, including the filing of appropriate financing statements under the provisions of the UCC, applicable domestic or local laws, rules or regulations in each of the offices where such filing is necessary or appropriate, delivery of certificates of title, or entering into or amending the Guarantee Agreement and the Security Documents, or in the case of the Equity Interests of a Foreign Subsidiary that is a direct Subsidiary of Borrower or any Domestic Subsidiary, entering into a Non-U.S. Pledge Agreement providing for the Collateral Agent to have an enforceable and perfected security interest in 65% (or if such Subsidiary is a direct Subsidiary of Borrower or a Domestic Subsidiary and a disregarded entity for U.S. Federal tax purposes, 100%) of the Equity Interests in such Subsidiary, to grant to the Collateral Agent for its benefit and the benefit of the Secured Parties, Parties a perfected First Priority Lien, subject in each case only to Permitted Liens, in Lien on such Collateral in each case pursuant to and to the full extent required by the Security Documents and this Agreement (including, without limitation, including satisfaction of the conditions set forth in Sections 4.01(oSection 4.01(l)). In the event that any Loan Party acquires any a fee interest in additional Real Property having a Fair Market Value fair market value in excess of $7,500,000 1,000,000 as determined in good faith by Borrower, Borrower (whether or not the subject of a Mortgage or other Security Documents)appropriate Loan Party, Holdco or Borrower shall as the case may be, will take such actions and execute such documents as the Collateral Agent shall reasonably require to confirm the Lien of a Mortgage, if applicable, or to create a new Mortgage or other Security Documents encumbering such Real Property for the benefit of the Secured Parties (including, without limitationincluding in each case, satisfaction of the conditions set forth in Sections 4.01(o4.01(m), (unless, with respect to any such Real Property, the Administrative Agent determines, in its reasonable discretion, that the fees and expenses of obtaining a Mortgage with respect to such Real Property and the other related deliveries required by this Section 5.10(a) would be disproportionate to the benefits expected to be received by the Secured Parties). Such Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent and the Collateral Agent and shall constitute valid and enforceable perfected First Priority Liens subject only to Permitted Encumbrances or other Liens acceptable to the Collateral Agent. The Mortgages or instruments related thereto shall be duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Mortgages and all taxes, fees and other charges payable in connection therewith shall be paid in full. Such Loan Party shall otherwise take such actions and execute and/or deliver to the Collateral Agent such documents as the Collateral Agent shall require to confirm the validity, perfection and priority of the Lien of any existing Mortgage or new Mortgage against such after-acquired Real Property (including a Title Policy, a Survey and local counsel opinion (in form and substance reasonably satisfactory to the Collateral Agent) in respect of such Mortgage). All actions taken by the parties in connection with the pledge of Additional Collateral, including, without limitation, reasonable costs of counsel for the Administrative Agent and the Collateral Agent, shall be for the account of Borrower, which shall pay all sums due on demand.

Pledge of Additional Collateral. (a) Within 45 30 days after the Acquisition acquisition of assets of the type that would have constituted Collateral on the Closing Effective Date pursuant to the Security Documents (the “"Additional Collateral”"), each of Holdco and Borrower shallappropriate Loan Party will, and shall will cause each other Loan Party its respective Subsidiaries to, take all necessary action (if any)action, including the filing of appropriate financing statements under the provisions of the UCC, applicable domestic or local laws, rules or regulations in each of the offices where such filing is necessary or appropriate, or entering into or amending the Guarantee Agreement Agree- ments and the Security Documents, or in the case of the Equity Interests of a "first tier" Non-U.S. Subsidiary, entering into a pledge agreement under the laws of the jurisdiction of such Non-U.S. Subsidiary providing for the relevant Loan Party to have an enforceable and perfected security interest in 65% of the Equity Interests in such Subsidiary, to grant to the Collateral Agent for its benefit and the benefit of the Secured Parties, Parties a perfected First Priority first priority Lien, subject in each case only to Permitted Liens, Liens in such Collateral in each case pursuant to and to the full extent required by the Security Documents and this Agreement (including, without limitation, satisfaction of the conditions set forth in Sections 4.01(osubsections (w) and (z) of Section 4.01). In the event that any Loan Party acquires any (other than Homebase) or its respective Subsidiaries acquire an interest in additional Real Property having a Fair Market Value fair market value in excess of $7,500,000 1.0 million as determined in good faith by Borrower the Borrowers, acquire an interest in additional Real Property where equipment or operations necessary or important to the operation of the Borrower's communication network are located or renews any Real Property Lease (whether or not the subject of a Mortgage or other leasehold mortgage under the Security Documents), Holdco or Borrower shall the appropriate Loan Party, using its commercially reasonable efforts in the case of any such leases, will take such actions and execute such documents as the Collateral Agent shall require to confirm the Lien of a Mortgage, if applicable, or to create a new Mortgage or other Security Documents encumbering any such Real Property for the benefit of the Secured Parties (including, without limitation, satisfaction of the conditions set forth in Sections 4.01(o), subsections (unless, with respect to any such Real Property, the Administrative Agent determines, in its reasonable discretion, that the fees f) and expenses (x) of obtaining a Mortgage with respect to such Real Property Section 4.01 and the other related deliveries required by this subsection (a) of Section 5.10(a) would be disproportionate to the benefits expected to be received by the Secured Parties). Such Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent and the Collateral Agent and shall constitute valid and enforceable perfected First Priority Liens subject only to Permitted Encumbrances or other Liens acceptable to the Collateral Agent. The Mortgages or instruments related thereto shall be duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Mortgages and all taxes, fees and other charges payable in connection therewith shall be paid in full. Such Loan Party shall otherwise take such actions and execute and/or deliver to the Collateral Agent such documents as the Collateral Agent shall require to confirm the validity, perfection and priority of the Lien of any existing Mortgage or new Mortgage against such after-acquired Real Property (including a Title Policy, a Survey and local counsel opinion (in form and substance reasonably satisfactory to the Collateral Agent) in respect of such Mortgage5.19). All actions taken by the parties in connection with the pledge of Additional Collateral, including, without limitation, reasonable costs of counsel for the Administrative Agent and the Collateral Agent, shall be for the account of Borrowerthe Borrowers, which shall pay all sums due on demand.

Pledge of Additional Collateral. (a) Within 45 In any event within 30 days after the Acquisition acquisition of assets of the type that would have constituted Collateral on the Closing Second Lien Effective Date pursuant to the Security Documents (the “Additional Collateral”), each of Holdco and the Borrower shallwill, and shall will cause each other appropriate Loan Party or its respective Subsidiaries to, take all necessary action (if any)action, including the filing of appropriate financing statements under the provisions of the UCC, applicable domestic or local laws, rules or regulations in each of the offices where such filing is necessary or appropriate, or entering into or amending the Guarantee Agreement and the Security Documents, to grant to the Collateral Agent for its benefit and the benefit of the Secured Parties, a Parties perfected First Priority Lien, subject in each case only to Permitted Liens, in Liens on such Collateral in each case pursuant to and to the full extent required by the Security Documents and this Agreement (including, without limitation, satisfaction of the conditions set forth in Sections 4.01(osubsection (h) of Section 4.01 and Section 5.18(a), (b) and (d), as applicable); provided that in respect of shares of voting stock of any Non-U.S. Subsidiary that would have constituted Collateral on the Effective Date pursuant to the Security Documents, the applicable limitation shall be 60 days after the acquisition thereof. In the event that any Loan Party acquires any or its respective Subsidiaries acquire an interest in additional Real Property having a Fair Market Value fair market value in excess of $7,500,000 1.5 million as determined in good faith by the Borrower, the Borrower (whether or not the subject appropriate Loan Party or Subsidiary, as the case may be, and using its commercially reasonable efforts in respect of a Mortgage or other Security Documents)any leases, Holdco or Borrower shall will take such actions and execute such documents as the Collateral Agent shall require to confirm the Lien of a Mortgage, if applicable, or to create a new Mortgage or other Security Documents (including, without limitation, satisfaction of the conditions set forth in Sections 4.01(osubsections (b)(ii) and (i) of Section 4.01 and Section 5.18(a) and (d), (unless, with respect to any such Real Property, the Administrative Agent determines, in its reasonable discretion, that the fees and expenses of obtaining a Mortgage with respect to such Real Property and the other related deliveries required by this Section 5.10(a) would be disproportionate to the benefits expected to be received by the Secured Parties). Such Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent and the Collateral Agent and shall constitute valid and enforceable perfected First Priority Liens subject only to Permitted Encumbrances or other Liens acceptable to the Collateral Agent. The Mortgages or instruments related thereto shall be duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Mortgages and all taxes, fees and other charges payable in connection therewith shall be paid in full. Such Loan Party shall otherwise take such actions and execute and/or deliver to the Collateral Agent such documents as the Collateral Agent shall require to confirm the validity, perfection and priority of the Lien of any existing Mortgage or new Mortgage against such after-acquired Real Property (including a Title Policy, a Survey and local counsel opinion (in form and substance reasonably satisfactory to the Collateral Agent) in respect of such Mortgageapplicable). All actions taken by the parties in connection with the pledge of Additional Collateral, including, without limitation, reasonable costs of counsel for the Administrative Agent and the Collateral Agent, shall be for the account of the Borrower, which shall pay all sums due on demand.

Pledge of Additional Collateral. Within 30 days (aas such date may be extended by the Administrative Agent in its sole discretion) Within 45 days after the Acquisition acquisition of assets of the type that would have constituted Collateral on the Closing Effective Date pursuant to the Security Documents (the “Additional Collateral”), each of Holdco and Borrower shall, and shall cause each other appropriate Loan Party to, will take all necessary action (if any)action, including the filing of appropriate financing statements under the provisions of the UCC, applicable domestic or local laws, rules or regulations in each of the offices where such filing is necessary or appropriate, or entering into amending or amending confirming the Guarantee Guaranty Agreement and the Security Documents, or in the case of the Equity Interests of a “first tier” Non-U.S. Subsidiary, entering into a pledge agreement under the laws of the jurisdiction of such Non-U.S. Subsidiary providing for the relevant Loan Party to have an enforceable and perfected security interest in 65% of the Equity Interests in such Subsidiary, to grant to the Collateral Administrative Agent for its benefit and the benefit of the Secured Parties, Parties a perfected First Priority Lien, subject in each case only to Permitted Liens, Liens in such Collateral in each case pursuant to and to the full extent required by the Security Documents and this Agreement (including, without limitation, satisfaction of the conditions set forth in Sections 4.01(o)Agreement. In the event that any Loan Party acquires any an interest in additional Real Property having a Fair Market Value fair market value in excess of $7,500,000 1.0 million as determined in good faith by Borrower the Borrowers, or renews any lease with respect to a Mortgaged Property the appropriate Loan Party, using its commercially reasonable efforts in the case of any such leases (whether or not the subject of a Mortgage or other Security Documentsbut without any requirement to provide any lessor any compensation), Holdco or Borrower shall will take such actions and execute such documents as the Collateral Administrative Agent shall require to confirm the Lien of a Mortgage, if applicable, or to create a new Mortgage or other Security Documents (including, without limitation, satisfaction of the conditions set forth in Sections 4.01(o), (unless, with respect to encumbering any such Real Property, Property for the Administrative Agent determines, in its reasonable discretion, that the fees and expenses benefit of obtaining a Mortgage with respect to such Real Property and the other related deliveries required by this Section 5.10(a) would be disproportionate to the benefits expected to be received by the Secured Parties). Such Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent and the Collateral Agent and shall constitute valid and enforceable perfected First Priority Liens subject only to Permitted Encumbrances or other Liens acceptable to the Collateral Agent. The Mortgages or instruments related thereto shall be duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Mortgages and all taxes, fees and other charges payable in connection therewith shall be paid in full. Such Loan Party shall otherwise take such actions and execute and/or deliver to the Collateral Agent such documents as the Collateral Agent shall require to confirm the validity, perfection and priority of the Lien of any existing Mortgage or new Mortgage against such after-acquired Real Property (including a Title Policy, a Survey and local counsel opinion (in form and substance reasonably satisfactory to the Collateral Agent) in respect of such Mortgage). All actions taken by the parties in connection with the pledge of Additional Collateral, including, without limitation, the reasonable and documented costs of the Administrative Agent and counsel for the Administrative Agent and the Collateral Agent, shall be for the account of Borrowerthe Borrowers, which shall pay all sums due on demand.

Pledge of Additional Collateral. (a) Within 45 In any event within 30 days after the Acquisition acquisition of assets of the type that would have constituted Collateral on the Closing Effective Date pursuant to the Security Documents (the “Additional Collateral”), each the Borrower will, Table of Holdco Contents and Borrower shall, and shall will cause each other appropriate Loan Party or its respective Subsidiaries to, take all necessary action (if any)action, including the filing of appropriate financing statements under the provisions of the UCC, applicable domestic or local laws, rules or regulations in each of the offices where such filing is necessary or appropriate, or entering into or amending the Guarantee Agreement and the Security Documents, to grant to the Collateral Agent for its benefit and the benefit of the Secured Parties, Parties a perfected First Priority Lien, subject in each case only to Permitted Liens, first priority Lien in such Collateral in each case pursuant to and to the full extent required by the Security Documents and this Agreement (including, without limitation, satisfaction of the conditions set forth in Sections 4.01(osubsection (h) of Section 4.01); provided that in respect of shares of voting stock of any Non-U. S. Subsidiary that would have constituted Collateral on the Effective Date pursuant to the Security Documents, the applicable limitation shall be 60 days after the acquisition thereof. In the event that any Loan Party acquires any or its respective Subsidiaries acquire an interest in additional Real Property having a Fair Market Value fair market value in excess of $7,500,000 1.5 million as determined in good faith by the Borrower, the Borrower (whether or not the subject appropriate Loan Party or Subsidiary, as the case may be, and using its commercially reasonable efforts in respect of a Mortgage or other Security Documents)any leases, Holdco or Borrower shall will take such actions and execute such documents as the Collateral Agent shall require to confirm the Lien of a Mortgage, if applicable, or to create a new Mortgage or other Security Documents (including, without limitation, satisfaction of the conditions set forth in Sections 4.01(o), subsections (unless, with respect to any such Real Property, the Administrative Agent determines, in its reasonable discretion, that the fees b)(ii) and expenses (i) of obtaining a Mortgage with respect to such Real Property and the other related deliveries required by this Section 5.10(a) would be disproportionate to the benefits expected to be received by the Secured Parties). Such Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent and the Collateral Agent and shall constitute valid and enforceable perfected First Priority Liens subject only to Permitted Encumbrances or other Liens acceptable to the Collateral Agent. The Mortgages or instruments related thereto shall be duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Mortgages and all taxes, fees and other charges payable in connection therewith shall be paid in full. Such Loan Party shall otherwise take such actions and execute and/or deliver to the Collateral Agent such documents as the Collateral Agent shall require to confirm the validity, perfection and priority of the Lien of any existing Mortgage or new Mortgage against such after-acquired Real Property (including a Title Policy, a Survey and local counsel opinion (in form and substance reasonably satisfactory to the Collateral Agent) in respect of such Mortgage4.01). All actions taken by the parties in connection with the pledge of Additional Collateral, including, without limitation, reasonable costs of counsel for the Administrative Agent and the Collateral Agent, shall be for the account of the Borrower, which shall pay all sums due on demand.

Pledge of Additional Collateral. (a) Within 45 days Promptly, and in any event ------------------------------- within 30 days, after the Acquisition acquisition of assets any Property of the type that would have constituted Collateral on at the Closing Date pursuant to (including the Security Documents Equity Interests of any Subsidiary hereafter created or acquired) other than Real Property (the “"Additional Collateral”"), each of Holdco Obligor and Borrower shall, and each Wholly Owned Subsidiary (other ---------------------- than any Foreign Subsidiary) shall cause each other Loan Party to, take all action reasonably necessary action (if any)or desirable, including the execution and delivery of all such agreements, assignments, documents and instruments (including amendments to the Credit Documents) and the filing of appropriate financing statements under the provisions of the UCC, UCC or applicable domestic or local laws, rules or regulations governmental requirements in each of the offices where such filing is necessary or appropriate, or entering into or amending the Guarantee Agreement and the Security Documents, to grant to the Collateral Administrative Agent for the benefit of the Secured Parties, Lenders a duly perfected First Priority Lien, first priority Lien (subject in each case only to Permitted Prior Liens, in ) on such Collateral in each case Property pursuant to and to the full extent required by the Security Documents and this Agreement (includingAgreement; provided, without limitation-------- however, satisfaction that not more than 65% of the conditions set forth in Sections 4.01(o)Equity Interests of any "first tier" ------- Foreign Subsidiary need be pledged and no Equity Interests of any Foreign Subsidiary which is not a "first-tier" Foreign Subsidiary need be pledged. In the event that that, after the Closing Date, Borrower or any Loan Party Domestic Subsidiary acquires or holds a fee interest in any additional Real Property having with a Fair Market Value in excess market or book value of $7,500,000 as determined in good faith by Borrower 3.5 million or more (whether or not other than the subject of a Mortgage or other Security DocumentsSpecified Real Property, the New Warehouse Facility or, if Indebtedness is incurred under Section 9.08(h), Holdco or Borrower the Existing Warehouse Facility), the Obligors and each Wholly Owned Subsidiary shall reasonably promptly (i) take such actions and execute such documents as the Collateral Administrative Agent shall reasonably require to confirm the Lien of a an existing Mortgage, if applicable, or to create a new Mortgage or other Security Documents on such additional Real Property and (ii) cause to be delivered to the Administrative Agent, on behalf of the Lenders, the documents and instruments reasonably requested by the Administrative Agent, including, without limitation, satisfaction of the conditions items set forth in Sections 4.01(o), (unless, with respect to any such Real Property, the Administrative Agent determines, in its reasonable discretion, that the fees and expenses of obtaining a Mortgage with respect to such Real Property and the other related deliveries required by this Section 5.10(a) would be disproportionate to the benefits expected to be received by the Secured Parties). Such Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent and the Collateral Agent and shall constitute valid and enforceable perfected First Priority Liens subject only to Permitted Encumbrances or other Liens acceptable to the Collateral Agent. The Mortgages or instruments related thereto shall be duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Mortgages and all taxes, fees and other charges payable in connection therewith shall be paid in full. Such Loan Party shall otherwise take such actions and execute and/or deliver to the Collateral Agent such documents as the Collateral Agent shall require to confirm the validity, perfection and priority of the Lien of any existing Mortgage or new Mortgage against such after-acquired Real Property (including a Title Policy, a Survey and local counsel opinion (in form and substance reasonably satisfactory to the Collateral Agent) 7.01 in respect of such Mortgage)Mortgaged Real Property. All The costs of all actions taken by the parties in connection with the pledge of Additional CollateralCollateral or in connection with any Mortgage, including, without limitation, including reasonable costs of counsel for the Administrative Agent and the Collateral Agent, shall be for paid by the account of Borrower, which shall pay all sums due on Obligors promptly following written demand.

Pledge of Additional Collateral. (a) Within 45 In any event within 30 days after the Acquisition acquisition of assets of the type that would have constituted Collateral on the Closing Effective Date pursuant to the Security Documents (the “"Additional Collateral”"), each of Holdco and Borrower shallappropriate Loan Party will, and shall will cause each other Loan Party its respective Restricted Subsidiaries to, take all necessary action (if any)action, including the filing of appropriate financing statements under the provisions of the UCC, applicable domestic or local laws, rules or regulations in each of the offices where such filing is necessary or appropriate, or entering into or amending the Guarantee Agreement and the Security Documents, or in the case of the Equity Interests of a "first tier" Non-U.S. Subsidiary organized in a Non-U.S. Jurisdiction specified on Schedule 4.01(c), entering into a Non-U.S. Pledge Agreement providing for the relevant Loan Party to have an enforceable and perfected security interest in 65% of the voting Equity Interests and 100% of the non-voting Equity Interests in such Subsidiary, to grant to the Collateral Agent for its benefit and the benefit of the Secured Parties, Parties a perfected First Priority Lien, subject in each case only to Permitted Liens, first priority Lien in such Collateral in each case pursuant to and to the full extent required by the Security Documents and this Agreement (including, without limitation, satisfaction of the conditions set forth in Sections 4.01(osubsections (c) and (x) of Section 4.01). In the event that any Loan Party acquires any or its respective Subsidiaries acquire an interest in additional Real Property having a Fair Market Value fair market value in excess of $7,500,000 2.0 million as determined in good faith by the Borrower or renews or enters into any new lease of Real Property for a term of one (1) year or more (whether or not the subject of a Mortgage leasehold mortgage under the Security Documents on the Effective Date) for space in excess of 50,000 rentable square feet and with respect to a facility where manufacturing and/or research activities are undertaken, the Borrower or other Security Documents)the appropriate Loan Party or Restricted Subsidiary, Holdco or Borrower shall as the case may be, and using its commercially reasonable efforts in respect of any such leases, will take such actions and execute such documents as the Collateral Agent shall reasonably require to confirm the Lien of a Mortgage, if applicable, or to create a new Mortgage or other Security Documents (including, without limitation, satisfaction of the conditions set forth in Sections 4.01(o)subsections (c) and (y) of Section 4.01, (unless, with respect to any if not previously fulfilled by the Borrower or such Real Property, the Administrative Agent determines, in its reasonable discretion, that the fees and expenses of obtaining a Mortgage Loan Party with respect to such Real Property and the other related deliveries required by this Section 5.10(a) would be disproportionate to the benefits expected to be received by the Secured Parties). Such Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent and the Collateral Agent and shall constitute valid and enforceable perfected First Priority Liens subject only to Permitted Encumbrances or other Liens acceptable to the Collateral Agent. The Mortgages or instruments related thereto shall be duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Mortgages and all taxes, fees and other charges payable in connection therewith shall be paid in full. Such Loan Party shall otherwise take such actions and execute and/or deliver to the Collateral Agent such documents as the Collateral Agent shall require to confirm the validity, perfection and priority of the Lien of any existing Mortgage or new Mortgage against such after-acquired Real Property (including a Title Policy, a Survey and local counsel opinion (in form and substance reasonably satisfactory to the Collateral Agent) in respect of such MortgageCollateral). All actions taken by the parties in connection with the pledge of Additional Collateral, including, without limitation, reasonable costs of counsel for the Administrative Agent and the Collateral Agent, shall be for the account of the Borrower, which shall pay all sums due on demand.

Pledge of Additional Collateral. Within 30 days (aas such date may be extended by the Administrative Agent in its sole discretion) Within 45 days after the Acquisition acquisition of assets of the type that would have constituted Collateral on the Closing Effective Date pursuant to the Security Documents (the “Additional Collateral”), each of Holdco and Borrower shall, and shall cause each other appropriate Loan Party to, will take all necessary action (if any)action, including the filing of appropriate financing statements under the provisions of the UCC, applicable domestic or local laws, rules or regulations in each of the offices where such filing is necessary or appropriate, or entering into amending or amending confirming the Guarantee Guaranty Agreement and the Security Documents, or in the case of the Equity Interests of a “first tier” Non-U.S. Subsidiary, entering into a pledge agreement under the laws of the jurisdiction of such Non-U.S. Subsidiary providing for the relevant Loan Party to have an enforceable and perfected security interest in 65% of the Equity Interests in such Subsidiary, to grant to the Collateral Administrative Agent for its benefit and the benefit of the Secured Parties, Parties a perfected First Priority Lien, subject in each case only to Permitted Liens, Liens in such Collateral in each case pursuant to and to the full extent required by the Security Documents and this Agreement (including, without limitation, satisfaction of the conditions set forth in Sections 4.01(o)Agreement. In the event that any Loan Party acquires any an interest in additional Real Property having a Fair Market Value fair market value in excess of $7,500,000 1.0 million as determined in good faith by Borrower the Borrower, or renews any lease with respect to a Mortgaged Property the appropriate Loan Party, using its commercially reasonable efforts in the case of any such leases (whether or not the subject of a Mortgage or other Security Documentsbut without any requirement to provide any lessor any compensation), Holdco or Borrower shall will take such actions and execute such documents as the Collateral Administrative Agent shall require to confirm the Lien of a Mortgage, if applicable, or to create a new Mortgage or other Security Documents (including, without limitation, satisfaction of the conditions set forth in Sections 4.01(o), (unless, with respect to encumbering any such Real Property, Property for the Administrative Agent determines, in its reasonable discretion, that the fees and expenses benefit of obtaining a Mortgage with respect to such Real Property and the other related deliveries required by this Section 5.10(a) would be disproportionate to the benefits expected to be received by the Secured Parties). Such Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent and the Collateral Agent and shall constitute valid and enforceable perfected First Priority Liens subject only to Permitted Encumbrances or other Liens acceptable to the Collateral Agent. The Mortgages or instruments related thereto shall be duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Mortgages and all taxes, fees and other charges payable in connection therewith shall be paid in full. Such Loan Party shall otherwise take such actions and execute and/or deliver to the Collateral Agent such documents as the Collateral Agent shall require to confirm the validity, perfection and priority of the Lien of any existing Mortgage or new Mortgage against such after-acquired Real Property (including a Title Policy, a Survey and local counsel opinion (in form and substance reasonably satisfactory to the Collateral Agent) in respect of such Mortgage). All actions taken by the parties in connection with the pledge of Additional Collateral, including, without limitation, the reasonable and documented costs of the Administrative Agent and counsel for the Administrative Agent and the Collateral Agent, shall be for the account of the Borrower, which shall pay all sums due on demand.

Pledge of Additional Collateral. (a) Within 45 days after the Acquisition acquisition of assets of the type that would have constituted Collateral on the Closing Effective Date pursuant to the Security Documents (the “"Additional Collateral”"), each of Holdco and Borrower shallappropriate Loan Party will, and shall will cause each other Loan Party its respective Subsidiaries (excluding any Inactive Subsidiary) to, take all necessary action (if any)action, including the filing of appropriate financing statements under the provisions of the UCC, applicable domestic or local laws, rules or regulations in each of the offices where such filing is necessary or appropriate, or entering into or amending the Guarantee Agreement and the Security Documents, or in the case of the Equity Interests of a "first tier" Non-U.S. Subsidiary (excluding any Inactive Subsidiary), entering into a Non-U.S. Pledge Agreement providing for the relevant Loan Party to have an enforceable and perfected security interest in 65% of the voting Equity Interests and 100% of the non-voting Equity Interests in such Subsidiary, to grant to the Collateral Agent for its benefit and the benefit of the Secured Parties, Parties a perfected First Priority Lien, subject in each case only to Permitted Liens, first priority Lien in such Collateral in each case pursuant to and to the full extent required by the Security Documents and this Agreement (including, without limitation, satisfaction of the conditions set forth in Sections 4.01(osubsection (r) and (s) of Section 4.01). In the event that any Loan Party acquires any or its respective Domestic Subsidiaries acquire an interest in additional Real Property having a Fair Market Value fair market value in excess of $7,500,000 2.0 million as determined in good faith by the Borrower or renews any Real Property lease covering Real Property having a fair market value in excess of $2.0 million as determined in good faith by the Borrower (whether or not the subject of a Mortgage leasehold mortgage under the Security Documents or other Security Documentswith respect to the Real Property owned in fee by the Borrower and located at 2700 Camino Del Sol, Oxnard, California, which is encumbered as of xxx Xxxxxxxxx Xxxx xx x xxxx xx xxxxx xn the original principal amount of $17,000,000 in favor of Wells Fargo Bank, National Association, when and if such deed of trxxx xs repaid and not refinanced in connection with such repayment), Holdco the Borrower or Borrower shall the appropriate Loan Party or Subsidiary, as the case may be, and using its commercially reasonable efforts in respect of any such leases, will take such actions and execute such documents as the Collateral Agent shall require to confirm the Lien of a Mortgage, if applicable, or to create a new Mortgage or other Security Documents (including, without limitation, satisfaction of the conditions set forth in Sections 4.01(o), subsections (unless, with respect to any such Real Property, the Administrative Agent determines, in its reasonable discretion, that the fees r) and expenses (s) of obtaining a Mortgage with respect to such Real Property and the other related deliveries required by this Section 5.10(a) would be disproportionate to the benefits expected to be received by the Secured Parties). Such Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent and the Collateral Agent and shall constitute valid and enforceable perfected First Priority Liens subject only to Permitted Encumbrances or other Liens acceptable to the Collateral Agent. The Mortgages or instruments related thereto shall be duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Mortgages and all taxes, fees and other charges payable in connection therewith shall be paid in full. Such Loan Party shall otherwise take such actions and execute and/or deliver to the Collateral Agent such documents as the Collateral Agent shall require to confirm the validity, perfection and priority of the Lien of any existing Mortgage or new Mortgage against such after-acquired Real Property (including a Title Policy, a Survey and local counsel opinion (in form and substance reasonably satisfactory to the Collateral Agent) in respect of such Mortgage4.01). All actions taken by the parties in connection with the pledge of Additional Collateral, including, without limitation, reasonable costs of counsel for the Administrative Agent and the Collateral Agent, shall be for the account of the Borrower, which shall pay all sums due on demand. Notwithstanding the foregoing, no Loan Party shall be required to take any action pursuant to this Section 5.11 or any Security Document that the Borrower has reasonably determined would either result in material adverse tax consequences under Section 956 of the Code or would contravene any applicable law, rule or regulation.

Pledge of Additional Collateral. (a) Within 45 days after the Acquisition acquisition of assets of the type that would have constituted Collateral on the Closing Effective Date pursuant to the Security Documents (the “"Additional Collateral”"), each of Holdco and Borrower shallappropriate Loan Party will, and shall will cause each other Loan Party its respective Subsidiaries (excluding any Inactive Subsidiary) to, take all necessary action (if any)action, including the filing of appropriate financing statements under the provisions of the UCC, applicable domestic or local laws, rules or regulations in each of the offices where such filing is necessary or appropriate, or entering into or amending the Guarantee Agreement and the Security Documents, or in the case of the Equity Interests of a "first tier" Non-U.S. Subsidiary (excluding any Inactive Subsidiary), entering into a Non-U.S. Pledge Agreement providing for the relevant Loan Party to have an enforceable and perfected security interest in 65% of the voting Equity Interests and 100% of the non-voting Equity Interests in such Subsidiary, to grant to the Collateral Agent for its benefit and the benefit of the Secured Parties, Parties a perfected First Priority Lien, subject in each case only to Permitted Liens, first priority Lien in such Collateral in each case pursuant to and to the full extent required by the Security Documents and this Agreement (including, without limitation, satisfaction of the conditions set forth in Sections 4.01(osubsection (r) and (s) of Section 4.01). In the event that any Loan Party acquires any or its respective Domestic Subsidiaries acquire an interest in additional Real Property having a Fair Market Value fair market value in excess of $7,500,000 2.0 million as determined in good faith by the Borrower or renews any Real Property lease covering Real Property having a fair market value in excess of $2.0 million as determined in good faith by the Borrower (whether or not the subject of a Mortgage leasehold mortgage under the Security Documents or other Security Documentswith respect to the Real Property owned in fee by the Borrower and located at 2700 Camino Del Sol, Oxnard, California, which is encumbered as of txx Xxxxxxxxx Xxxx xx x xxxx xx xxxxx xx the original principal amount of $17,000,000 in favor of Wells Fargo Bank, National Association, when and if such deed of truxx xx repaid and not refinanced in connection with such repayment), Holdco the Borrower or Borrower shall the appropriate Loan Party or Subsidiary, as the case may be, and using its commercially reasonable efforts in respect of any such leases, will take such actions and execute such documents as the Collateral Agent shall require to confirm the Lien of a Mortgage, if applicable, or to create a new Mortgage or other Security Documents (including, without limitation, satisfaction of the conditions set forth in Sections 4.01(o), subsections (unless, with respect to any such Real Property, the Administrative Agent determines, in its reasonable discretion, that the fees r) and expenses (s) of obtaining a Mortgage with respect to such Real Property and the other related deliveries required by this Section 5.10(a) would be disproportionate to the benefits expected to be received by the Secured Parties). Such Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent and the Collateral Agent and shall constitute valid and enforceable perfected First Priority Liens subject only to Permitted Encumbrances or other Liens acceptable to the Collateral Agent. The Mortgages or instruments related thereto shall be duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Mortgages and all taxes, fees and other charges payable in connection therewith shall be paid in full. Such Loan Party shall otherwise take such actions and execute and/or deliver to the Collateral Agent such documents as the Collateral Agent shall require to confirm the validity, perfection and priority of the Lien of any existing Mortgage or new Mortgage against such after-acquired Real Property (including a Title Policy, a Survey and local counsel opinion (in form and substance reasonably satisfactory to the Collateral Agent) in respect of such Mortgage4.01). All actions taken by the parties in connection with the pledge of Additional Collateral, including, without limitation, reasonable costs of counsel for the Administrative Agent and the Collateral Agent, shall be for the account of the Borrower, which shall pay all sums due on demand. Notwithstanding the foregoing, no Loan Party shall be required to take any action pursuant to this Section 5.11 or any Security Document that the Borrower has reasonably determined would either result in material adverse tax consequences under Section 956 of the Code or would contravene any applicable law, rule or regulation.