Common use of Pledge of Additional Collateral Clause in Contracts

Pledge of Additional Collateral. (a) Subject to Section 7.14, as soon as reasonably practicable after the acquisition after the Closing Date of any personal property or assets by any Loan Party or Intercompany Loan Party with a Dollar Equivalent value in excess of the Dollar Equivalent of U.S. $5,000,000 (the "Additional Collateral"), each such Loan Party or Intercompany Loan Party shall take all reasonably necessary or desirable action, including the filing of appropriate financing statements under the provisions of the UCC and applicable foreign, domestic or local laws, rules or regulations in each of the offices where such filing is nec- xxxxxx or appropriate, to (1) with respect to Additional Collateral acquired by any Loan Party, grant to the Paying Agent for the benefit of (i) with respect to any such Additional Collateral acquired by any Domestic Loan Party, all of the Creditors, and (ii) with respect to any such Additional Collateral acquired by a Foreign Loan Party, the Lenders owed Obligations by Subsidiary Borrower and (2) with respect to Additional Collateral acquired by any Intercompany Loan Party, grant to the obligee of Intercompany Loans a perfected first priority Lien in such Additional Collateral (or comparable interest under foreign law in the case of foreign Additional Collateral), subject to Liens of the type permitted in the Security Documents, pursuant to and to the full extent required by the applicable Security Documents, the applicable Intercompany Security Documents and this Agreement; provided, however, that notwithstanding the foregoing, (1) "Additional Collateral" shall in no event include Timber Assets or the Equity Interests in CorrChoice or Soterra LLC or the property or assets of CorrChoice or Soterra LLC; (2) no Domestic Loan Party shall be required, subject to Section 7.19, to pledge more than 65% of the Equity Interests of any Foreign Subsidiary, and no Equity Interests of any Foreign Subsidiary which is not a "first tier" Subsidiary of a Domestic Loan Party need be pledged by a Domestic Loan Party; and (3) no Foreign Subsidiary need pledge any property or assets to the extent prohibited by applicable law or to the extent such pledge would secure the Obligations of any Domestic Loan Party.

Pledge of Additional Collateral. (a) Subject to Section 7.14the terms of the Intercreditor Agreement and any applicable exceptions set forth in the Security Documents, within 60 days (or such longer periods as soon as reasonably practicable set forth in the applicable Security Documents or may be agreed to by the Administrative Agent from time to time in its reasonable discretion) after the acquisition after of assets of the Closing type that would have on the Effective Date constituted Collateral under the Security Documents (but in any event excluding Equity Interests of any personal property or assets Excluded Joint Ventures acquired by any Loan Party or Intercompany Loan Party with a Dollar Equivalent value in excess of the Dollar Equivalent of U.S. $5,000,000 Party) (the "“Additional Collateral"”), each such Loan Party or Intercompany Loan Party shall Borrower will, and will cause the Subsidiary Guarantors to, take all action that may be required under any applicable law, or that the Collateral Agent or European Collateral Agent (acting at the direction of the Requisite Lenders) may reasonably necessary or desirable action, request (including the filing authorization of appropriate financing statements and other filings under the provisions of the UCC and other applicable foreigndomestic, domestic local or local foreign laws, rules or regulations regulations, in each of the offices where such filing is nec- xxxxxx necessary or appropriate, to (1) or amending or, with respect to Additional Collateral creation or acquisition of a new Restricted Subsidiary (other than any Excluded Subsidiary) after the Effective Date, entering into or amending (to add such acquired by any Loan Party, grant assets or such new Restricted Subsidiary as a party to the Paying extent required hereunder) the Guarantee Agreement, the Non-U.S. Guarantee Agreements and the Security Documents, or in the case of the Equity Interests of a Non-U.S. Restricted Subsidiary that is a Subsidiary Guarantor or “first tier” Non-U.S. Restricted Subsidiary (other than any Excluded Subsidiary described in clauses (a), (b), (e), (f) and (g) of the definition thereof), entering into a Non-U.S. Pledge Agreement (upon the request of the Administrative Agent) providing for the Collateral Agent or the European Collateral Agent, as applicable, to have, for the benefit of the Secured Parties, an enforceable and perfected security interest in 65% (ior such greater percentage as could not, in the good faith judgment of the U.S. Borrower, reasonably be expected to have material adverse tax consequences to the U.S. Borrower or its Restricted Subsidiaries) of the Equity Interests in such Subsidiary), to grant to the Collateral Agent, for the benefit of the Secured Parties, or to the European Collateral Agent, in its own name and for the benefit of the European Secured Parties and as a creditor in its own right under the parallel debt undertaking created pursuant to Section 8.10, perfected Liens (subject to no Liens other than Permitted Liens) in such Additional Collateral pursuant to, and with the priority required by, the Security Documents and this Agreement (including, to the extent reasonably requested by the 133 Administrative Agent, delivery of an opinion in form reasonably acceptable to the Administrative Agent) and otherwise reasonably acceptable in form and substance to the Collateral Agent or the European Collateral Agent, as applicable, and satisfaction of the conditions set forth in Sections 4.01(t), 4.01(u) and 4.01(v)). Subject to the terms of the Intercreditor Agreement, in the event that any Loan Party acquires a fee interest in additional Real Property after the Effective Date and the fair market value of such acquired Real Property is in excess of $5.0 million as determined in good faith by the U.S. Borrower, the U.S. Borrower will, and will cause the Subsidiary Guarantors to, take such actions and execute such documents as the Collateral Agent shall require to create a new Mortgage (including satisfaction of the conditions set forth in Sections 4.01(f), 4.01(t), 4.01(u) and 4.01(v)) (unless, with respect to any such Additional Collateral acquired by any Domestic Loan PartyReal Property, all the Administrative Agent determines, in its reasonable discretion, that the fees and expenses of the Creditors, and (ii) obtaining a Mortgage with respect to any such Additional Collateral acquired Real Property and the other related deliveries required by a Foreign Loan Party, the Lenders owed Obligations by Subsidiary Borrower and (2) with respect to Additional Collateral acquired by any Intercompany Loan Party, grant this Section 5.11 would be disproportionate to the obligee of Intercompany Loans a perfected first priority Lien in such Additional Collateral (or comparable interest under foreign law in expected benefits to the case of foreign Additional Collateral), subject to Liens Secured Parties of the type permitted in the Security Documents, pursuant security to and to the full extent required by the applicable Security Documents, the applicable Intercompany Security Documents and this Agreement; provided, however, that notwithstanding the foregoing, (1) "Additional Collateral" shall in no event include Timber Assets or the Equity Interests in CorrChoice or Soterra LLC or the property or assets of CorrChoice or Soterra LLC; (2) no Domestic Loan Party shall be required, subject to Section 7.19, to pledge more than 65% of the Equity Interests of any Foreign Subsidiary, and no Equity Interests of any Foreign Subsidiary which is not a "first tier" Subsidiary of a Domestic Loan Party need be pledged by a Domestic Loan Party; and (3) no Foreign Subsidiary need pledge any property or assets to the extent prohibited by applicable law or to the extent such pledge would secure the Obligations of any Domestic Loan Partyafforded thereby).

Pledge of Additional Collateral. (a) Subject to Section 7.147.13, as soon as reasonably practicable after the acquisition after the Closing Date of any personal property or assets by US Borrower or any Loan Party or Intercompany Loan Party Subsidiary with a Dollar Equivalent value Value of in excess of the Dollar Equivalent of U.S. $5,000,000 100,000 individually and U.S. $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 Original Closing Date (whether or not actually so executed)) at the Original Closing Date (the "Additional Collateral"), the Borrowers will, and will cause each such Loan Party or Intercompany Loan Party shall of their respective Subsidiaries to, take all reasonably necessary or desirable action, including the filing of appropriate financing statements under the provisions of the UCC and applicable foreign, domestic or local laws, rules or regulations in each of the offices where such filing is nec- xxxxxx necessary or appropriate, to (1) with respect to Additional Collateral acquired by any Loan Party, grant to the Paying Administrative Agent for the benefit of of, (i) with respect to any such Additional Collateral acquired by US Borrower or any Domestic Loan PartySubsidiary (other than UK Borrower Guarantor), all of the CreditorsLenders (other than the UK Lenders), and and, with respect to UK Borrower Guarantor, the Lenders with Obligations owing by UK Borrower, (ii) with respect to any such Additional Collateral acquired by a CH Borrower and CH Foreign Loan PartySubsidiaries, the Lenders owed Obligations by Subsidiary CH Borrower and/or CH Foreign Subsidiaries, and (2iii) with respect to any such Additional Collateral acquired by any Intercompany Loan PartyUK Borrower, grant to the obligee of Intercompany Loans Lenders owed Obligations by UK Borrower, a perfected first priority Lien in such Additional Collateral (or comparable interest under foreign law in the case of foreign Additional Collateral), subject to Liens of the type permitted in the Security Documents, ) pursuant to and to the full extent required by the applicable Security Documents, the applicable Intercompany Security Documents and this Agreement; provided, however, that notwithstanding the foregoing, (1) "Additional Collateral" shall in no event include Timber Assets none of US Borrower, UK Borrower or the Equity Interests in CorrChoice or Soterra LLC or the property or assets of CorrChoice or Soterra LLC; (2) no any Domestic Loan Party Subsidiary shall be required, subject to Section 7.197.18, to pledge more than 65% of the Equity Interests capital stock of any Foreign Subsidiary, Subsidiary and no Equity Interests capital stock of any Foreign Subsidiary which is not a "first tier" Subsidiary of a US Borrower, UK Borrower or any Domestic Loan Party Subsidiary need be pledged by a US Borrower, UK Borrower or any Domestic Subsidiary, (2) none of US Borrower or any Subsidiary shall be required, subject to Section 7.18, to pledge any property or assets which in accordance with the terms of the Loan Party; and Documents was not pledged (or would not have been so pledged if then in existence) on the Original Closing Date, other than any property to be pledged on the Safeline Closing Date, (3) no Foreign Subsidiary need pledge any property or assets to the extent prohibited by applicable law or law, to the extent such pledge would secure the Obligations of US Borrower or UK Borrower, or to the extent such pledge would cause adverse tax consequences, and (4) the provisions of this sentence shall not apply from and after the Investment Grade Date. In the event that (x) US Borrower or any Domestic Loan PartySubsidiary acquires an interest in any additional real property which is a manufacturing or significant assembly facility or of a character and importance similar at such time to the facilities that are subject to the Mortgages on the Original Closing Date, US Borrower or such Subsidiary, as the case may be, will take such reasonable actions and execute such documents as the Administrative Agent shall reasonably require to confirm the Lien of a Mortgage, if applicable, or to create a new Mortgage for the benefit of the Lenders (it being agreed, however, that any real property owned by UK Borrower Guarantor as of the Safeline Closing Date need not be subject to a Mortgage pursuant to this Section 7.14), or (y) CH Borrower or any CH Foreign Subsidiary acquires an interest in any additional real property which is a manufacturing or significant assembly facility or of a character and importance similar at such time to the facilities that are subject to the Mortgages on the Original Closing Date, CH Borrower or such Subsidiary, as the case may be, will take such reasonable actions and execute such documents as the Administrative Agent will reasonably require to confirm the lien of a Mortgage, if applicable, or to create a new Mortgage for the benefit of the Lenders which are owed Obligations by CH Borrower or any CH Foreign Subsidiary; provided, however, that the foregoing provisions shall not apply from and after the Investment Grade Date. All actions taken by the parties in connection with the pledge of Additional Collateral, including, without limitation, reasonable costs of counsel for the Lenders, shall be for the account of the Borrowers, which shall pay all reasonable sums due on demand.

Pledge of Additional Collateral. (a) Subject to Section 7.147.13, as soon as reasonably practicable after the acquisition after the Closing Date of any personal property or assets by US Borrower or any Loan Party or Intercompany Loan Party Subsidiary with a Dollar Equivalent value Value of in excess of the Dollar Equivalent of U.S. $5,000,000 100,000 individually and U.S. $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 Original Closing Date (whether or not actually so executed)) at the Original Closing Date (the "Additional Collateral"), the Borrowers will, and will cause each such Loan Party or Intercompany Loan Party shall of their respective Subsidiaries to, take all reasonably necessary or desirable action, including the filing of appropriate financing statements under the provisions of the UCC and applicable foreign, domestic or local laws, rules or regulations in each of the offices where such filing is nec- xxxxxx necessary or appropriate, to (1) with respect to Additional Collateral acquired by any Loan Party, grant to the Paying Administrative Agent for the benefit of of, (i) with respect to any such Additional Collateral acquired by US Borrower or any Domestic Loan PartySubsidiary (other than UK Borrower Guarantor), all of the CreditorsLenders (other than the UK Lenders), and and, with respect to UK Borrower Guarantor, the Lenders with Obligations owing by UK Borrower, (ii) with respect to any such Additional Collateral acquired by a CH Borrower and CH Foreign Loan PartySubsidiaries, the Lenders owed Obligations by Subsidiary CH Borrower and/or CH Foreign Subsidiaries, and (2iii) with respect to any such Additional Collateral acquired by any Intercompany Loan PartyUK Borrower, grant to the obligee of Intercompany Loans Lenders owed Obligations by UK Borrower, a perfected first priority Lien in such Additional Collateral (or comparable interest under foreign law in the case of foreign Additional Collateral), subject to Liens of the type permitted in the Security Documents, ) pursuant to and to the full extent required by the applicable Security Documents, the applicable Intercompany Security Documents and this Agreement; provided, however, that notwithstanding the foregoing, (1) "Additional Collateral" shall in no event include Timber Assets none of US Borrower, UK Borrower or the Equity Interests in CorrChoice or Soterra LLC or the property or assets of CorrChoice or Soterra LLC; (2) no any Domestic Loan Party Subsidiary shall be required, subject to Section 7.197.18, to pledge more than 65% of the Equity Interests capital stock of any Foreign Subsidiary, Subsidiary and no Equity Interests capital stock of any Foreign Subsidiary which is not a "first tier" Subsidiary of a US Borrower, UK Borrower or any Domestic Loan Party Subsidiary need be pledged by a US Borrower, UK Borrower or any Domestic Subsidiary, (2) none of US Borrower or any Subsidiary shall be required, subject to Section 7.18, to pledge any property or assets which in accordance with the terms of the Loan Party; Documents was not pledged (or would not have been so pledged if then in existence) on the Original Closing Date, other than any property to be pledged on the Safeline Closing Date, and (3) no Foreign Subsidiary need pledge any property or assets to the extent prohibited by applicable law or law, to the extent such pledge would secure the Obligations of US Borrower or UK Borrower, or to the extent such pledge would cause adverse tax consequences. In the event that (x) US Borrower or any Domestic Loan PartySubsidiary acquires an interest in any additional real property which is a manufacturing or significant assembly facility or of a character and importance similar at such time to the facilities that are subject to the Mortgages on the Original Closing Date, US Borrower or such Subsidiary, as the case may be, will take such reasonable actions and execute such documents as the Administrative Agent shall reasonably require to confirm the Lien of a Mortgage, if applicable, or to create a new Mortgage for the benefit of the Lenders (it being agreed, however, that any real property owned by UK Borrower Guarantor as of the Safeline Closing Date need not be subject to a Mortgage pursuant to this Section 7.14), or (y) CH Borrower or any CH Foreign Subsidiary acquires an interest in any additional real property which is a manufacturing or significant assembly facility or of a character and importance similar at such time to the facilities that are subject to the Mortgages on the Original Closing Date, CH Borrower or such Subsidiary, as the case may be, will take such reasonable actions and execute such documents as the Administrative Agent will reasonably require to confirm the lien of a Mortgage, if applicable, or to create a new Mortgage for the benefit of the Lenders which are owed Obligations by CH Borrower or any 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 Lenders, shall be for the account of the Borrowers, which shall pay all reasonable sums due on demand.

Pledge of Additional Collateral. (a) Subject to Section 7.14the terms of the Intercreditor Agreement and any applicable exceptions set forth in the Security Documents, within 60 days (or such longer periods as soon as reasonably practicable set forth in the applicable Security Documents or may be agreed to by the Administrative Agent from time to time in its reasonable discretion) after the acquisition after of assets of the Closing type that would have on the Effective Date constituted Collateral under the Security Documents (but in any event excluding Equity Interests of any personal property or assets Excluded Joint Ventures acquired by any Loan Party Party) (the “Additional Collateral”), the Borrower will, and will cause the Subsidiary Guarantors to, take all action that may be required under any applicable law, or Intercompany Loan Party with a Dollar Equivalent value in excess that the Collateral Agent (or the Collateral Agent acting at the direction of the Dollar Equivalent of U.S. $5,000,000 Requisite Lenders) may reasonably request (the "Additional Collateral"), each such Loan Party or Intercompany Loan Party shall take all reasonably necessary or desirable action, including the filing authorization of appropriate financing statements and other filings under the provisions of the UCC and other applicable foreigndomestic, domestic local or local foreign laws, rules or regulations regulations, in each of the offices where such filing is nec- xxxxxx necessary or appropriate, to (1) or amending or, with respect to Additional creation or acquisition of a new Restricted Subsidiary (other than any Excluded Subsidiary) after the Effective Date, entering into or amending (to add such acquired assets or such new Restricted Subsidiary as a party to extent required hereunder), the Guarantee Agreement, the Non-U.S. Guarantee Agreements and the Security Documents, or in the case of the Equity Interests of a Non-U.S. Restricted Subsidiary that is a Subsidiary Guarantor or “first tier” Non-U.S. Restricted Subsidiary (other than any Excluded Subsidiary described in clauses (a), (b), (e), (f) and (g) of the definition thereof), entering into a Non-U.S. Pledge Agreement (upon the request of the Administrative Agent) providing for the Collateral acquired by any Loan PartyAgent to have, grant to the Paying Agent for the benefit of the Secured Parties, an enforceable and perfected security interest in 65% (ior such greater percentage as could not, in the good faith judgment of the Borrower, reasonably be expected to have material adverse tax consequences to the Borrower or its Restricted Subsidiaries) of the Equity Interests in such Subsidiary), to grant to the Collateral Agent, for the benefit of the Secured Parties, perfected Liens (subject to no Liens other than Permitted Liens) in such Additional Collateral pursuant to, and with the priority required by, the Security Documents and this Agreement (including, to the extent reasonably requested by the Administrative Agent, delivery of an opinion in form reasonably acceptable to the Administrative Agent) and otherwise reasonably acceptable in form and substance to the Collateral Agent and satisfaction of the conditions set forth in Sections 4.01(t) and 4.01(u)). Subject to the terms of the Intercreditor Agreement, in the event that any Loan Party acquires a fee interest in additional Real Property after the Effective Date and the fair market value of such acquired Real Property is in excess of $5.0 million as determined in good faith by the Borrower, the Borrower will, and will cause the Subsidiary Guarantors to, take such actions and execute such documents as the Collateral Agent shall require to create a new Mortgage (including satisfaction of the conditions set forth in Sections 4.01(f), 4.01(t) and 4.01(u)) (unless, with respect to any such Additional Collateral acquired by any Domestic Loan PartyReal Property, all the Administrative Agent determines, in its reasonable discretion, that the fees and expenses of the Creditors, and (ii) obtaining a Mortgage with respect to any such Additional Collateral acquired Real Property and the other related deliveries required by a Foreign Loan Party, the Lenders owed Obligations by Subsidiary Borrower and (2) with respect to Additional Collateral acquired by any Intercompany Loan Party, grant this Section 5.11 would be disproportionate to the obligee of Intercompany Loans a perfected first priority Lien in such Additional Collateral (or comparable interest under foreign law in expected benefits to the case of foreign Additional Collateral), subject to Liens Secured Parties of the type permitted in the Security Documents, pursuant security to and to the full extent required by the applicable Security Documents, the applicable Intercompany Security Documents and this Agreement; provided, however, that notwithstanding the foregoing, (1) "Additional Collateral" shall in no event include Timber Assets or the Equity Interests in CorrChoice or Soterra LLC or the property or assets of CorrChoice or Soterra LLC; (2) no Domestic Loan Party shall be required, subject to Section 7.19, to pledge more than 65% of the Equity Interests of any Foreign Subsidiary, and no Equity Interests of any Foreign Subsidiary which is not a "first tier" Subsidiary of a Domestic Loan Party need be pledged by a Domestic Loan Party; and (3) no Foreign Subsidiary need pledge any property or assets to the extent prohibited by applicable law or to the extent such pledge would secure the Obligations of any Domestic Loan Partyafforded thereby).

Pledge of Additional Collateral. (a) Subject to Section 7.147.13, as soon as reasonably practicable after the acquisition after the Closing Date of any personal property or assets by US Borrower or any Loan Party or Intercompany Loan Party Subsidiary (other than Safeline Inc.) with a Dollar Equivalent value Value of in excess of the Dollar Equivalent of U.S. $5,000,000 100,000 individually and U.S. $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 Original Closing Date (whether or not actually so executed)) at the Original Closing Date (the "Additional Collateral"), the Borrowers will, and will cause each such Loan Party or Intercompany Loan Party shall of their respective Subsidiaries (other than Safeline Inc.) to, take all reasonably necessary or desirable action, including the filing of appropriate financing statements under the provisions of the UCC and applicable foreign, domestic or local laws, rules or regulations in each of the offices where such filing is nec- xxxxxx necessary or appropriate, to (1) with respect to Additional Collateral acquired by any Loan Party, grant to the Paying Administrative Agent for the benefit of of, (i) with respect to any such Additional Collateral acquired by US Borrower or any Domestic Loan PartySubsidiary (other than UK Borrower Guarantor), all of the CreditorsLenders (other than the UK Lenders), and and, with respect to UK Borrower Guarantor, the Lenders with Obligations owing by UK Borrower, (ii) with respect to any such Additional Collateral acquired by a CH Borrower and CH Foreign Loan PartySubsidiaries, the Lenders owed Obligations by Subsidiary CH Borrower and/or CH Foreign Subsidiaries, and (2iii) with respect to any such Additional Collateral acquired by any Intercompany Loan PartyUK Borrower, grant to the obligee of Intercompany Loans Lenders owed Obligations by UK Borrower, a perfected first priority Lien in such Additional Collateral (or comparable interest under foreign law in the case of foreign Additional Collateral), subject to Liens of the type permitted in the Security Documents, ) pursuant to and to the full extent required by the applicable Security Documents, the applicable Intercompany Security Documents and this Agreement; provided, however, that notwithstanding the foregoing, (1) "Additional Collateral" shall in no event include Timber Assets none of US Borrower, UK Borrower or the Equity Interests in CorrChoice or Soterra LLC or the property or assets of CorrChoice or Soterra LLC; (2) no any Domestic Loan Party Subsidiary shall be required, subject to Section 7.197.18, to pledge more than 65% of the Equity Interests capital stock of any Foreign Subsidiary, Subsidiary and no Equity Interests capital stock of any Foreign Subsidiary which is not a "first tier" Subsidiary of a US Borrower, UK Borrower or any Domestic Loan Party Subsidiary need be pledged by a US Borrower, UK Borrower or any Domestic Subsidiary, (2) none of US Borrower or any Subsidiary shall be required, subject to Section 7.18, to pledge any property or assets which in accordance with the terms of the Loan Party; and Documents was not pledged (or would not have been so pledged if then in existence) on the Original Closing Date, other than any property to be pledged on the Safeline Closing Date, (3) no Foreign Subsidiary need pledge any property or assets to the extent prohibited by applicable law or law, to the extent such pledge would secure the Obligations of US Borrower or UK Borrower, or to the extent such pledge would cause adverse tax consequences, and (4) the provisions of this sentence shall not apply from and after the Investment Grade Date. In the event that (x) US Borrower or any Domestic Loan PartySubsidiary acquires an interest in any additional real property which is a manufacturing or significant assembly facility or of a character and importance similar at such time to the facilities that are subject to the Mortgages on the Original Closing Date, US Borrower or such Subsidiary, as the case may be, will take such reasonable actions and execute such documents as the Administrative Agent shall reasonably require to confirm the Lien of a Mortgage, if applicable, or to create a new Mortgage for the benefit of the Lenders (it being agreed, however, that any real property owned by UK Borrower Guarantor as of the Safeline Closing Date need not be subject to a Mortgage pursuant to this Section 7.14), or (y) CH Borrower or any CH Foreign Subsidiary acquires an interest in any additional real property which is a manufacturing or significant assembly facility or of a character and importance similar at such time to the facilities that are subject to the Mortgages on the Original Closing Date, CH Borrower or such Subsidiary, as the case may be, will take such reasonable actions and execute such documents as the Administrative Agent will reasonably require to confirm the lien of a Mortgage, if applicable, or to create a new Mortgage for the benefit of the Lenders which are owed Obligations by CH Borrower or any CH Foreign Subsidiary; provided, however, that the foregoing provisions shall not apply from and after the Investment Grade Date. All actions taken by the parties in connection with the pledge of Additional Collateral, including, without limitation, reasonable costs of counsel for the Lenders, shall be for the account of the Borrowers, which shall pay all reasonable sums due on demand.