Common use of Pledge of Additional Collateral Clause in Contracts

Pledge of Additional Collateral. On or before December 31, 2000 (or such later date as permitted to any AC Pledge Borrowers to pledge Additional Collateral pursuant to the provisions of the Plan), the AC Pledge Borrowers, if any, shall grant to the AC Collateral Agent, for the benefit of the banks under New Credit Agreements Re D&O Loans, a first, perfected security interest in the Additional Collateral. Specifically, on or before such date, the AC Collateral Agent shall have received: (i) the AC Pledge Agreement, (ii) all stock certificates pledged pursuant thereto, (iii) appropriate stock powers for such shares endorsed in blank, (iv) appropriate evidence of the perfection and first priority of such collateral agent's Lien, including UCC financing statements and/or registration or acknowledgments of the Lien of such collateral agent on any applicable brokerage account of each AC Pledge Borrower, and (v) a certificate from Conseco, in form reasonably satisfactory to the Administrative Agent, signed by a Responsible Officer, identifying the AC Pledge Borrowers by name and describing the Additional Collateral to be pledged by each such Borrower. Consistent with (but not in limitation of) the foregoing and the other provisions of this Agreement and the other Loan Documents, (a) the delivery of any Additional Collateral to the AC Collateral Agent, to be held and disposed of pursuant to the provisions of the AC Pledge Agreement, shall constitute a collateral pledge of such property and shall not constitute a paydown on the Loans or otherwise entitle the AC Pledge Borrower to any reduction in the amount of such Borrower's Loans unless and until the AC Collateral Agent disposes of such property and applies the proceeds thereof as provided pursuant to the provisions of the AC Pledge Agreement, (b) none of the AC Collateral Agent, the Administrative Agent, and the Banks shall have or otherwise incur any liability in favor of the AC Pledge Borrower, Conseco, or any other Person with respect to the AC Pledge Agreement and/or the Additional Collateral except solely to the extent expressly set forth in the AC Pledge Agreement, and (c) consistent with (but not in limitation of) the preceding clause (b), the AC Pledge Borrowers and Conseco shall bear (and thus reimburse the AC Collateral Agent promptly for) any and all reasonable costs and expenses of the AC Collateral Agent's accepting, maintaining, and realizing on the pledge of the Additional Collateral. If there are to be no AC Pledge Borrowers on or before December 31, 2000, Conseco shall provide the Administrative Agent with a certificate to such effect, signed by a Responsible Officer. If on or before such date, there are no AC Pledge Borrowers but, pursuant to the provisions of the Plan, such deadline has been extended as to various Borrowers, such certificate shall identify such Borrowers and the extended deadlines as to such Borrowers.

Pledge of Additional Collateral. On or before December 31, 2000 (or such later date as permitted to any AC Pledge Borrowers to pledge Additional Collateral pursuant to the provisions of the Plan), the AC Pledge Borrowers, if any, shall grant to the AC Collateral Agent, for the benefit of the banks under New Credit Agreements Re D&O Loans, a first, perfected security interest in the Additional Collateral. Specifically, on or before such date, the AC Collateral Agent shall have received: (i) the AC Pledge Agreement, (ii) all stock certificates pledged pursuant thereto, (iii) appropriate stock powers for such shares endorsed in blank, (iv) appropriate evidence of the perfection and first priority of such collateral agent's Lien, including UCC financing statements and/or registration or acknowledgments of the Lien of such collateral agent on any applicable brokerage account of each AC Pledge Borrower, and (v) a certificate from Conseco, in form reasonably satisfactory to the Administrative Agent, signed by a Responsible Officer, identifying the AC Pledge Borrowers by name and describing the Additional Collateral to be pledged by each such Borrower. Consistent with (but not in limitation of) the foregoing and the other provisions of this Agreement and the other Loan Documents, (a) the delivery of any Additional Collateral to the AC Collateral Agent, to be held and disposed of pursuant to the provisions of the AC Pledge Agreement, shall constitute a collateral pledge of such property and shall not constitute a paydown on the Loans or otherwise entitle the AC Pledge Borrower to any reduction in the amount of such Borrower's Loans unless and until the AC Collateral Agent disposes of such property and applies the proceeds thereof as provided pursuant to the provisions of the AC Pledge Agreement, (b) none of the AC Collateral Agent, the Administrative Agent, and the Banks shall have or otherwise incur any liability in favor of the AC Pledge Borrower, Conseco, or any other Person with respect to the AC Pledge Agreement and/or the Additional Collateral except solely to the extent expressly set forth in the AC Pledge Agreement, and (c) consistent with (but not in limitation of) the preceding clause (b), the AC Pledge Borrowers and Conseco shall bear (and thus reimburse the AC Collateral Agent promptly for) any and all reasonable costs and expenses of the AC Collateral Agent's accepting, maintaining, and realizing on the pledge of the Additional Collateral. If there are to be no AC Pledge Borrowers Borrowers, on or before December 31, 2000, Conseco shall provide the Administrative Agent with a certificate to such effect, signed by a Responsible Officer. If on or before such date, there are no AC Pledge Borrowers but, pursuant to the provisions of the Plan, such deadline has been extended as to various Borrowers, such certificate shall identify such Borrowers and the extended deadlines as to such Borrowers.

Pledge of Additional Collateral. On Concurrently with the execution and delivery by any Subsidiary of a Subsidiary Guarantee, and/or in the event that Holdings or before December 31any such Subsidiary acquires any assets directly or indirectly through merger or otherwise that would constitute Pledged Collateral or Mortgaged Real Property or assets of the same type, 2000 (Holdings will, or will cause such Subsidiary to, take all necessary action to grant the Lender a perfected first Lien in all of the real and personal property of Holdings or such later date Subsidiary (to the extent permitted by applicable law) to secure the payment and performance of the Obligations, Holdings' obligations and liabilities under its Guarantee and such Subsidiary's obligations and liabilities under its Subsidiary Guarantee; and promptly, and in any event within 30 days after the acquisition of assets of a type that, but for the fact that such assets shall have been acquired after the Closing Date, would have constituted Collateral, Holdings will, and will cause each of its Subsidiaries to, take all necessary action to grant the Lender a perfected first Lien in such newly acquired assets (such personal property and assets of a Subsidiary executing a Subsidiary Guarantee and such newly acquired assets of Holdings or any of its Subsidiaries are referred to herein collectively as permitted the "Additional Collateral"). Such action to any AC Pledge Borrowers be taken by Holdings and the Subsidiaries shall include, 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 pledge Additional Collateral pursuant to the Lender, the filing of appropriate financing statements under the provisions of the Plan)UCC, the AC Pledge Borrowersapplicable domestic or local laws, if any, shall grant to the AC Collateral Agent, for the benefit rules or regulations in each of the banks under New Credit Agreements Re D&O Loans, a first, perfected security interest in the Additional Collateral. Specifically, on offices where such filing is necessary or before such date, the AC Collateral Agent shall have received: (i) the AC Pledge Agreement, (ii) all stock certificates pledged pursuant thereto, (iii) appropriate stock powers for such shares endorsed in blank, (iv) appropriate evidence of the perfection and first priority of such collateral agent's Lien, including UCC financing statements and/or registration or acknowledgments of the Lien of such collateral agent on any applicable brokerage account of each AC Pledge Borrowerappropriate, and (v) a certificate from Conseco, in form reasonably satisfactory to the Administrative Agent, signed by a Responsible Officer, identifying the AC Pledge Borrowers by name and describing the Additional Collateral to be pledged by each such Borrower. Consistent with (but not in limitation of) the foregoing and the other provisions of this Agreement and the other Loan Documents, (a) the delivery of any Additional Collateral to the AC Collateral Agent, to be held and disposed such opinions of pursuant to the provisions of the AC Pledge Agreement, shall constitute a collateral pledge of such property and shall not constitute a paydown on the Loans or otherwise entitle the AC Pledge Borrower to any reduction in the amount of such Borrower's Loans unless and until the AC Collateral Agent disposes of such property and applies the proceeds thereof as provided pursuant to the provisions of the AC Pledge Agreement, (b) none of the AC Collateral Agent, the Administrative Agent, and the Banks shall have or otherwise incur any liability in favor of the AC Pledge Borrower, Conseco, or any other Person counsel with respect to the AC Pledge Agreement and/or foregoing as the Lender shall reasonably require; PROVIDED this Section 5.10 shall not apply to any assets subject to Liens permitted under Section 6.03(i). Furthermore, promptly, and in any event within 30 days, after the acquisition of an interest in Real Property within the United States not held as of the Closing Date (the "Additional Collateral except solely Real Property"), Holdings will, and will cause such of its Subsidiaries acquiring such an interest to, take such actions and execute such documents as the Lender shall reasonably require to confirm the extent expressly Lien of a Mortgage (including, without limitation, satisfaction of the conditions set forth in the AC Pledge Agreement, Sections 3.01(C)(iii) and (c) consistent with (but not in limitation of) the preceding clause (b3.01(H)), the AC Pledge Borrowers and Conseco shall bear (and thus reimburse the AC Collateral Agent promptly for) any and all reasonable or execute a new Mortgage, with respect to such Additional Real Property. All costs and expenses arising from any action taken or required to be taken by Holdings or any of the AC Collateral Agent's accepting, maintaining, and realizing on its Subsidiaries in connection with the pledge of the Additional Collateral. If there are to be no AC Pledge Borrowers on Collateral or before December 31, 2000, Conseco shall provide the Administrative Agent with a certificate to such effect, signed by a Responsible Officer. If on or before such date, there are no AC Pledge Borrowers but, Additional Real Property pursuant to this Section 5.10, including, without limitation, costs of counsel to Holdings or such Subsidiary in connection with the provisions delivery of opinions as required by this Section 5.10, shall be payable by Holdings, the PlanBorrower or such Subsidiary. All agreements, such deadline has been extended as instruments and documents executed or delivered pursuant to various Borrowersor in furtherance of this Section 5.10, such certificate and all amendments, modifications and supplements thereto from time to time entered into, are and shall identify such Borrowers and be within the extended deadlines as to such Borrowersdefinition of "Security Documents."

Pledge of Additional Collateral. On Concurrently with the execution and delivery by any Subsidiary of a Subsidiary Guarantee, and/or in the event that Holdings or before December 31any such Subsidiary acquires any assets directly or indirectly through merger or otherwise that would constitute Pledged Collateral or Mortgaged Real Property or assets of the same type, 2000 (Holdings will, or will cause such Subsidiary to, take all necessary action to grant the Lender a perfected first Lien in all of the real and personal property of Holdings or such later date Subsidiary (to the extent permitted by applicable law) to secure the payment and performance of the Obligations, Holdings' obligations and liabilities under its Guarantee and such Subsidiary's obligations and liabilities under its Subsidiary Guarantee; and promptly, and in any event within 30 days after the acquisition of assets of a type that, but for the fact that such assets shall have been acquired after the Closing Date, would have constituted Collateral, Holdings will, and will cause each of its Subsidiaries to, take all necessary action to grant the Lender a perfected first Lien in such newly acquired assets (such personal property and assets of a Subsidiary executing a Subsidiary Guarantee and such newly acquired assets of Holdings or any of its Subsidiaries are referred to herein collectively as permitted the "Additional Collateral"). Such action to any AC Pledge Borrowers be taken by Holdings and the Subsidiaries shall include, 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 pledge Additional Collateral pursuant to the Lender, the filing of appropriate financing statements under the provisions of the Plan)UCC, the AC Pledge Borrowersapplicable domestic or local laws, if any, shall grant to the AC Collateral Agent, for the benefit rules or regulations in each of the banks under New Credit Agreements Re D&O Loans, a first, perfected security interest in the Additional Collateral. Specifically, on offices where such filing is necessary or before such date, the AC Collateral Agent shall have received: (i) the AC Pledge Agreement, (ii) all stock certificates pledged pursuant thereto, (iii) appropriate stock powers for such shares endorsed in blank, (iv) appropriate evidence of the perfection and first priority of such collateral agent's Lien, including UCC financing statements and/or registration or acknowledgments of the Lien of such collateral agent on any applicable brokerage account of each AC Pledge Borrowerappropriate, and (v) a certificate from Conseco, in form reasonably satisfactory to the Administrative Agent, signed by a Responsible Officer, identifying the AC Pledge Borrowers by name and describing the Additional Collateral to be pledged by each such Borrower. Consistent with (but not in limitation of) the foregoing and the other provisions of this Agreement and the other Loan Documents, (a) the delivery of any Additional Collateral to the AC Collateral Agent, to be held and disposed such opinions of pursuant to the provisions of the AC Pledge Agreement, shall constitute a collateral pledge of such property and shall not constitute a paydown on the Loans or otherwise entitle the AC Pledge Borrower to any reduction in the amount of such Borrower's Loans unless and until the AC Collateral Agent disposes of such property and applies the proceeds thereof as provided pursuant to the provisions of the AC Pledge Agreement, (b) none of the AC Collateral Agent, the Administrative Agent, and the Banks shall have or otherwise incur any liability in favor of the AC Pledge Borrower, Conseco, or any other Person counsel with respect to the AC Pledge Agreement and/or foregoing as the Lender shall reasonably require; provided this Section 5.10 shall not apply to any assets subject to Liens permitted under Section 6.03(i). Furthermore, promptly, and in any event within 30 days, after the acquisition of an interest in Real Property within the United States not held as of the Closing Date (the "Additional Collateral except solely Real Property"), Holdings will, and will cause such of its Subsidiaries acquiring such an interest to, take such actions and execute such documents as the Lender shall reasonably require to confirm the extent expressly Lien of a Mortgage (including, without limitation, satisfaction of the conditions set forth in the AC Pledge Agreement, Sections 3.01(C)(iii) and (c) consistent with (but not in limitation of) the preceding clause (b3.01(H)), the AC Pledge Borrowers and Conseco shall bear (and thus reimburse the AC Collateral Agent promptly for) any and all reasonable or execute a new Mortgage, with respect to such Additional Real Property. All costs and expenses arising from any action taken or required to be taken by Holdings or any of the AC Collateral Agent's accepting, maintaining, and realizing on its Subsidiaries in connection with the pledge of the Additional Collateral. If there are to be no AC Pledge Borrowers on Collateral or before December 31, 2000, Conseco shall provide the Administrative Agent with a certificate to such effect, signed by a Responsible Officer. If on or before such date, there are no AC Pledge Borrowers but, Additional Real Property pursuant to this Section 5.10, including, without limitation, costs of counsel to Holdings or such Subsidiary in connection with the provisions delivery of opinions as required by this Section 5.10, shall be payable by Holdings, the PlanBorrower or such Subsidiary. All agreements, such deadline has been extended as instruments and documents executed or delivered pursuant to various Borrowersor in furtherance of this Section 5.10, such certificate and all amendments, modifications and supplements thereto from time to time entered into, are and shall identify such Borrowers and be within the extended deadlines as to such Borrowersdefinition of "Security Documents."

Pledge of Additional Collateral. On Concurrently with the ------------------------------- execution and delivery by any Subsidiary of a Subsidiary Guarantee, and/or in the event that Holdings acquires any assets that would constitute Pledged Collateral or before December 31Mortgaged Real Property, 2000 (Holdings will, or 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 Holdings or such later date Subsidiary (to the extent permitted by applicable law) to secure the payment and performance of the Obligations, Holdings' obligations and liabilities under its Guarantee and such Subsidiary's obligations and liabilities under its Subsidiary Guarantee; and promptly, and in any event within 30 days after the acquisition of assets of a type that, but for the fact that such assets shall have been acquired after the Closing Date, would have constituted Collateral, Holdings will, and will cause each of its Subsidiaries to, take all necessary action to grant the Collateral Agent a perfected first Lien in such newly acquired assets (such personal property and assets of a Subsidiary executing a Subsidiary Guarantee and such newly acquired assets of Holdings or any of its Subsidiaries are referred to herein collectively as permitted the "Additional Collateral"). Such action to any AC Pledge Borrowers be taken by Holdings and the Subsidiaries shall include, 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 pledge Additional the Collateral pursuant to Agent, the filing of appropriate financing statements under the provisions of the Plan)UCC, the AC Pledge Borrowersapplicable domestic or local laws, if any, shall grant to the AC Collateral Agent, for the benefit rules or regulations in each of the banks under New Credit Agreements Re D&O Loans, a first, perfected security interest in the Additional Collateral. Specifically, on offices where such filing is necessary or before such date, the AC Collateral Agent shall have received: (i) the AC Pledge Agreement, (ii) all stock certificates pledged pursuant thereto, (iii) appropriate stock powers for such shares endorsed in blank, (iv) appropriate evidence of the perfection and first priority of such collateral agent's Lien, including UCC financing statements and/or registration or acknowledgments of the Lien of such collateral agent on any applicable brokerage account of each AC Pledge Borrowerappropriate, and (v) a certificate from Conseco, in form reasonably satisfactory to the Administrative Agent, signed by a Responsible Officer, identifying the AC Pledge Borrowers by name and describing the Additional Collateral to be pledged by each such Borrower. Consistent with (but not in limitation of) the foregoing and the other provisions of this Agreement and the other Loan Documents, (a) the delivery of any Additional Collateral to the AC Collateral Agent, to be held and disposed such opinions of pursuant to the provisions of the AC Pledge Agreement, shall constitute a collateral pledge of such property and shall not constitute a paydown on the Loans or otherwise entitle the AC Pledge Borrower to any reduction in the amount of such Borrower's Loans unless and until the AC Collateral Agent disposes of such property and applies the proceeds thereof as provided pursuant to the provisions of the AC Pledge Agreement, (b) none of the AC Collateral Agent, the Administrative Agent, and the Banks shall have or otherwise incur any liability in favor of the AC Pledge Borrower, Conseco, or any other Person counsel with respect to the AC Pledge Agreement and/or foregoing as the Collateral Agent 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 acquisition of an interest in Real Property within the United States not held as of the Closing Date (the "Additional Collateral except solely Real Property"), Holdings 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 extent expressly Lien of a Mortgage (including, without limitation, satisfaction of the conditions set forth in the AC Pledge Agreement, Sections 4.01(C)(iii) and (c) consistent with (but not in limitation of) the preceding clause (bL)), the AC Pledge Borrowers and Conseco shall bear (and thus reimburse the AC Collateral Agent promptly for) any and all reasonable or execute a new Mortgage, with respect to such Additional Real Property. All costs and expenses of arising from any action taken by the AC Collateral Agent's accepting, maintaining, and realizing on Agent or any Bank in connection with the pledge of the Additional Collateral. If there are to be no AC Pledge Borrowers on Collateral or before December 31, 2000, Conseco shall provide the Administrative Agent with a certificate to such effect, signed by a Responsible Officer. If on or before such date, there are no AC Pledge Borrowers but, Additional Real Property pursuant to this Section 6.13, including, without limitation, reasonable costs of counsel for the provisions Agent, shall be payable by Holdings or the 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 this Section 6.13, and all amendments, modifications and supplements thereto from time to time entered into, are and shall be within the Plan, such deadline has been extended as to various Borrowers, such certificate shall identify such Borrowers and the extended deadlines as to such Borrowersdefinition of "Security Documents."

Pledge of Additional Collateral. On or before December 31Concurrently with the execution and delivery by any Subsidiary of a Subsidiary Guarantee, 2000 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 (or to the extent permitted by applicable law) to secure the payment and performance of the Obligations and such later date Subsidiary's obligations and liabilities under its Subsidiary Guarantee; and promptly, and in any event within 30 days after the acquisition of assets of a type that, but for the fact that such assets shall have been acquired after the Closing Date, would have constituted Collateral, the Borrower will, and will cause each of its Subsidiaries to, take all necessary action to grant the Collateral Agent a perfected first Lien in such newly acquired assets (such personal property and assets of a Subsidiary executing a Subsidiary Guarantee and such newly acquired assets are referred to herein collectively as permitted the "Additional Collateral"). Such action to any AC Pledge Borrowers be taken by the Borrower and the Subsidiaries shall include, 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 pledge Additional the Collateral pursuant to Agent, the filing of appropriate financing statements under the provisions of the Plan)UCC, the AC Pledge Borrowersapplicable domestic or local laws, if any, shall grant to the AC Collateral Agent, for the benefit rules or regulations in each of the banks under New Credit Agreements Re D&O Loans, a first, perfected security interest in the Additional Collateral. Specifically, on offices where such filing is necessary or before such date, the AC Collateral Agent shall have received: (i) the AC Pledge Agreement, (ii) all stock certificates pledged pursuant thereto, (iii) appropriate stock powers for such shares endorsed in blank, (iv) appropriate evidence of the perfection and first priority of such collateral agent's Lien, including UCC financing statements and/or registration or acknowledgments of the Lien of such collateral agent on any applicable brokerage account of each AC Pledge Borrowerappropriate, and (v) a certificate from Conseco, in form reasonably satisfactory to the Administrative Agent, signed by a Responsible Officer, identifying the AC Pledge Borrowers by name and describing the Additional Collateral to be pledged by each such Borrower. Consistent with (but not in limitation of) the foregoing and the other provisions of this Agreement and the other Loan Documents, (a) the delivery of any Additional Collateral to the AC Collateral Agent, to be held and disposed such opinions of pursuant to the provisions of the AC Pledge Agreement, shall constitute a collateral pledge of such property and shall not constitute a paydown on the Loans or otherwise entitle the AC Pledge Borrower to any reduction in the amount of such Borrower's Loans unless and until the AC Collateral Agent disposes of such property and applies the proceeds thereof as provided pursuant to the provisions of the AC Pledge Agreement, (b) none of the AC Collateral Agent, the Administrative Agent, and the Banks shall have or otherwise incur any liability in favor of the AC Pledge Borrower, Conseco, or any other Person counsel with respect to the AC Pledge Agreement and/or foregoing as the Collateral Agent 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 acquisition of an interest in Real Property within the United States not held as of the Closing Date (the "Additional Collateral except solely Real Property"), the Borrower 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 extent expressly Lien of a Mortgage (including, without limitation, satisfaction of the conditions set forth in the AC Pledge Agreement, Sections 4.01(C)(ii) and (c) consistent with (but not in limitation of) the preceding clause (bL)), the AC Pledge Borrowers and Conseco shall bear (and thus reimburse the AC Collateral Agent promptly for) any and all reasonable or execute a new Mortgage, with respect to such Additional Real Property. All costs and expenses of arising from any action taken by the AC Collateral Agent's accepting, maintaining, and realizing on Agent or any Bank in connection with the pledge of the Additional Collateral. If there are to be no AC Pledge Borrowers on Collateral or before December 31, 2000, Conseco shall provide the Administrative Agent with a certificate to such effect, signed by a Responsible Officer. If on or before such date, there are no AC Pledge Borrowers but, Additional Real Property pursuant to this Section 6.13, including, without limitation, reasonable costs of counsel for the provisions Agent, shall be payable by the 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 this Section 6.13, and all amendments, modifications and supplements thereto from time to time entered into, are and shall be within the Plan, such deadline has been extended as to various Borrowers, such certificate shall identify such Borrowers and the extended deadlines as to such Borrowersdefinition of "Security Documents."

Pledge of Additional Collateral. On (a) Concurrently with the execution and delivery by any Subsidiary of a Subsidiary Guarantee, and/or in the event that Holdings or before December 31, 2000 (any such Subsidiary acquires any assets directly or such later date as permitted to any AC Pledge Borrowers to pledge Additional indirectly through merger or otherwise that would constitute Pledged Collateral pursuant to the provisions or Mortgaged Real Property or assets of the Plan)same type, Holdings will, or will cause such Subsidiary to, take all necessary action to grant the AC Pledge Borrowers, if any, shall grant to the AC Collateral Agent, Agent for the benefit of the banks Secured Parties a perfected first Lien in all of the real and personal property of Holdings or such Subsidiary (to the extent permitted by applicable law) to secure the payment and performance of the Obligations, Holdings' obligations and liabilities under New Credit Agreements Re D&O Loansits Guarantee and such Subsidiary's obligations and liabilities under its Subsidiary Guarantee; and promptly, and in any event within 30 days after the acquisition of assets of a firsttype that, but for the fact that such assets shall have been acquired after the Closing Date, would have constituted Collateral, Holdings will, and will cause each of its Subsidiaries to, take all necessary action to grant the Collateral Agent for the benefit of the Secured Parties a perfected security interest first Lien in such newly acquired assets (such personal property and assets of a Subsidiary executing a Subsidiary Guarantee and such newly acquired assets of Holdings or any of its Subsidiaries are referred to herein collectively as the "Additional Collateral"). SpecificallySuch action to be taken by Holdings and the Subsidiaries shall include, on or before such datewithout limitation, the AC Collateral Agent shall have received: (i) the AC Pledge Agreementexecution and delivery of security agreements, (ii) all stock certificates pledged pursuant and/or supplements thereto, (iii) appropriate stock powers for such shares endorsed in blankand other instruments and documents, (iv) appropriate evidence of the perfection and first priority of such collateral agent's Lien, including UCC financing statements and/or registration or acknowledgments of the Lien of such collateral agent on any applicable brokerage account of each AC Pledge Borrower, and (v) a certificate from Conseco, all in form and substance reasonably satisfactory to the Administrative Agent, signed by a Responsible Officer, identifying the AC Pledge Borrowers by name and describing the Additional Collateral to be pledged by each such Borrower. Consistent with (but not in limitation of) the foregoing and the other provisions of this Agreement and the other Loan Documents, (a) the delivery of any Additional Collateral to the AC Collateral Agent, to be held and disposed the filing of pursuant to appropriate financing statements under the provisions of the AC Pledge AgreementUCC, shall constitute a collateral pledge of such property and shall not constitute a paydown on the Loans applicable domestic or otherwise entitle the AC Pledge Borrower to any reduction local laws, rules or regulations in the amount of such Borrower's Loans unless and until the AC Collateral Agent disposes of such property and applies the proceeds thereof as provided pursuant to the provisions each of the AC Pledge Agreement, (b) none of the AC Collateral Agent, the Administrative Agentoffices where such filing is necessary or appropriate, and the Banks shall have or otherwise incur any liability in favor delivery of the AC Pledge Borrower, Conseco, or any other Person such opinions of counsel with respect to the AC Pledge Agreement and/or foregoing as the Collateral Agent shall reasonably require at the direction of the Required Lenders. Furthermore, promptly, and in any event within 30 days, after the acquisition of an interest in Real Property within the United States not held as of the Closing Date (the "Additional Real Property"), Holdings will, and will cause such of its Subsidiaries acquiring such an interest to, take such actions and execute such documents as the Collateral except solely Agent shall reasonably require to confirm the extent expressly Lien of a Mortgage (including, without limitation, satisfaction of the conditions set forth in the AC Pledge Agreement, Sections 3.01(G)(iii) and (c) consistent with (but not in limitation of) the preceding clause (b3.01(I)), the AC Pledge Borrowers and Conseco shall bear (and thus reimburse the AC Collateral Agent promptly for) any and all reasonable costs and expenses of the AC Collateral Agent's acceptingor execute a new Mortgage, maintaining, and realizing on the pledge of the Additional Collateral. If there are to be no AC Pledge Borrowers on or before December 31, 2000, Conseco shall provide the Administrative Agent with a certificate respect to such effect, signed by a Responsible Officer. If on or before such date, there are no AC Pledge Borrowers but, pursuant to the provisions of the Plan, such deadline has been extended as to various Borrowers, such certificate shall identify such Borrowers and the extended deadlines as to such BorrowersAdditional Real Property.