Common use of Pledge of After Acquired Property Clause in Contracts

Pledge of After Acquired Property. (a) With respect to any right, title or interest of any Loan Party in any Capital Stock or other property of a type subject to the Security Documents and acquired after the Closing Date, promptly grant or cause to be granted to the Administrative Agent, for the benefit of the Lenders, a first Lien of record on all such Capital Stock and property (other than such Capital Stock and property subject to (i) prior Liens in existence at the time of acquisition thereof and not created in anticipation of such acquisition, in which case the Lien of the Lenders shall be of such priority as is permitted by such prior Lien and (ii) other Liens that are expressly permitted by this Agreement), upon terms substantially the same as those set forth in the Security Documents, and satisfy the conditions with respect thereto set forth in Section 6. 1. The Borrower, at its own expense, shall execute, acknowledge and deliver, or cause its Restricted Subsidiaries to execute, acknowledge and deliver, and thereafter register, file or record, or cause its Restricted Subsidiaries to register, file or record, in an appropriate governmental office, any document or instrument deemed by the Administrative Agent to be necessary or desirable for the creation and perfection of the foregoing Liens and deliver Uniform Commercial Code searches in jurisdictions requested by the Administrative Agent with respect to such Capital Stock and other property and legal opinions requested by the Administrative Agent and shall pay, or cause to be paid, all taxes and fees related to such registration, filing or recording. (b) With respect to any new Restricted Subsidiary created or acquired after the Closing Date by the Borrower, promptly cause such Restricted Subsidiary to execute and deliver to the Administrative Agent the Subsidiary Guarantee, and, if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to such Restricted Subsidiary and the Subsidiary Guarantee, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. (c) Notwithstanding anything to the contrary in any Loan Document, neither the Borrower nor any Restricted Subsidiary shall be obligated to (a) pledge under the Loan Documents any of its equity interest in any Joint Venture if such pledge is prohibited by any Contractual Obligation, (b) pledge under the Loan Documents any of its real property or (c) pledge under the Loan Documents any Capital Stock in any Argo Unrestricted Subsidiary to the extent such Capital Stock is pledged to another Person in accordance with subsection 8.3(h). (d) Notwithstanding anything to the contrary in any Loan Document, if the Borrower or any Restricted Subsidiary has pledged its interest in any Joint Venture and the Borrower or such Restricted Subsidiary desires to make a contribution of or investment with such interest to or in a second Joint Venture in accordance with subsection 8.8(f), the Lien held by the Lenders upon such interest shall terminate as long as the interest held by the Borrower or Restricted Subsidiary in the second Joint Venture shall be subject to a Lien under the Loan Documents in accordance with subsection 8.8(f) unless otherwise agreed by the Required Lenders.

Pledge of After Acquired Property. (a) With respect to any right, title or interest of any Loan Party in any Capital Stock or other property of a type subject to the Security Documents and acquired after the Closing Date, promptly grant or cause to be granted to the Administrative Agent, for the benefit of the Lenders, a first Lien of record on all such Capital Stock and property (other than such Capital Stock and property subject to (i) prior Liens in existence at the time of acquisition thereof and not created in anticipation of such acquisition, in which case the Lien of the Lenders shall be of such priority as is permitted by such prior Lien and (ii) other Liens that are expressly permitted by this Agreement), upon terms substantially the same as those set forth in the Security Documents, and satisfy the conditions with respect thereto set forth in Section subsection 6. 1. The Borrower, at its own expense, shall execute, acknowledge and deliver, or cause its Restricted Subsidiaries to execute, acknowledge and deliver, and thereafter register, file or record, or cause its Restricted Subsidiaries to register, file or record, in an appropriate governmental office, any document or instrument deemed by the Administrative Agent to be necessary or desirable for the creation and perfection of the foregoing Liens and deliver Uniform Commercial Code searches in jurisdictions requested by the Administrative Agent with respect to such Capital Stock and other property and legal opinions requested by the Administrative Agent and shall pay, or cause to be paid, all taxes and fees related to such registration, filing or recording. (b) With respect to any new Restricted Subsidiary created or acquired after the Closing Date by the Borrower, promptly cause such Restricted Subsidiary to execute and deliver to the Administrative Agent the Subsidiary Guarantee, and, if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to such Restricted Subsidiary and the Subsidiary Guarantee, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. (c) Notwithstanding anything to the contrary in any Loan Document, neither the Borrower nor any Restricted Subsidiary shall be obligated to (a) pledge under the Loan Documents any of its equity interest in any Joint Venture if such pledge is prohibited by any Contractual Obligation, Obligation or (b) pledge under the Loan Documents any of its real property or (c) pledge under the Loan Documents any Capital Stock in any Argo Unrestricted Subsidiary to the extent such Capital Stock is pledged to another Person in accordance with subsection 8.3(h)property. (d) Notwithstanding anything to the contrary in any Loan Document, if the Borrower or any Restricted Subsidiary has pledged its interest in any Joint Venture and the Borrower or such Restricted Subsidiary desires to make a contribution of or investment with such interest to or in a second Joint Venture in accordance with subsection 8.8(f), the Lien held by the Lenders upon such interest shall terminate as long as the interest held by the Borrower or Restricted Subsidiary in the second Joint Venture shall be subject to a Lien under the Loan Documents in accordance with subsection 8.8(f) unless otherwise agreed by the Required Lenders.

Pledge of After Acquired Property. (a) With respect to If at any right, title time following the Closing Date HCC or interest any of its Subsidiaries shall acquire at any time property of any Loan Party in any Capital Stock or other property nature whatsoever which is intended by the terms of a type the applicable Security Document to be but is not subject to the Security Documents and acquired after the Closing Date, promptly grant or cause to be granted to the Administrative Agent, for the benefit of the Lenders, a first Lien of record on all such Capital Stock and property (other than such Capital Stock and property subject to (i) prior Liens in existence at the time of acquisition thereof and not created in anticipation of such acquisition, in which case the Lien of the Lenders shall be of such priority as is permitted by such prior Lien and (ii) other Liens that are expressly permitted by this Agreement), upon terms substantially the same as those set forth in the Security Documents, as soon as possible and satisfy in no event later than 30 days after the conditions with respect thereto set forth relevant acquisition date and, to the extent permitted by applicable law, grant to the Collateral Trustee, for the ratable benefit of the holders of the Secured Obligations, a first priority Lien on such property pursuant to documentation in Section 6. 1form and substance reasonably satisfactory to the Collateral Trustee. The BorrowerHCC or such Subsidiary, as the case may be, at its own expense, 68 63 shall execute, acknowledge and deliver, or cause its Restricted Subsidiaries to executethe execution, acknowledge acknowledgement and deliverdelivery of, and thereafter register, file or record, or cause its Restricted Subsidiaries to register, file or record, record in an appropriate governmental office, any document or instrument (including legal opinions, title insurance, consents and corporate documents) and take all such actions reasonably deemed by the Administrative Agent Collateral Trustee to be necessary or desirable for to ensure the creation creation, priority and perfection of such Lien. HCC shall cause each new Qualified Subsidiary of HCC or any Subsidiary thereof created or acquired after the foregoing Liens date hereof, immediately upon such creation or acquisition, to execute a Security Agreement and a Guarantee, substantially in the forms of the MEI Security Agreement and the MEI Guarantee, respectively, and HCC shall execute and deliver Uniform Commercial Code searches a Supplement to the HCC Pledge Agreement with respect to both new Qualified and Unqualified Subsidiaries (if such Subsidiary is a corporation) or shall execute and deliver a Partnership Interest Pledge Agreement in jurisdictions requested by form and substance reasonably satisfactory to the Administrative Agent Collateral Trustee (if such Subsidiary is a partnership), or shall cause the Subsidiary of HCC which holds the Capital Stock of such new Subsidiary to execute and deliver a Pledge Agreement, in form and substance reasonably satisfactory to the Collateral Trustee or a Partnership Interest Pledge Agreement, in form and substance reasonably satisfactory to the Collateral Trustee, as appropriate, with respect to such Capital Stock in each case providing for the pledge of 100% (or 66% in the case of Unqualified Subsidiaries) of the issued and other property and legal opinions requested outstanding Capital Stock of such new Subsidiary owned by the Administrative Agent and shall pay, HCC or cause to be paid, all taxes and fees related to such registration, filing or recording. (b) With respect to any new Restricted Subsidiary created or acquired after the Closing Date by the Borrower, promptly cause such Restricted Subsidiary to execute and deliver of its Subsidiaries to the Administrative Agent Collateral Trustee for the Subsidiary Guaranteebenefit of the holders of the Secured Obligations, and, if requested by such new Subsidiary is a corporation, HCC or the Administrative Agent, Subsidiary which holds the Capital Stock of such Subsidiary shall deliver to the Administrative Agent legal opinions relating to such Restricted Subsidiary and Collateral Trustee the Subsidiary Guarantee, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. (c) Notwithstanding anything to the contrary in any Loan Document, neither the Borrower nor any Restricted Subsidiary shall be obligated to (a) pledge under the Loan Documents any of its equity interest in any Joint Venture if such pledge is prohibited by any Contractual Obligation, (b) pledge under the Loan Documents any of its real property or (c) pledge under the Loan Documents any Capital Stock in any Argo Unrestricted Subsidiary to the extent stock certificates evidencing such Capital Stock is pledged to another Person together with undated stock powers for each such certificate, duly executed in accordance with subsection 8.3(h)blank. (d) Notwithstanding anything to the contrary in any Loan Document, if the Borrower or any Restricted Subsidiary has pledged its interest in any Joint Venture and the Borrower or such Restricted Subsidiary desires to make a contribution of or investment with such interest to or in a second Joint Venture in accordance with subsection 8.8(f), the Lien held by the Lenders upon such interest shall terminate as long as the interest held by the Borrower or Restricted Subsidiary in the second Joint Venture shall be subject to a Lien under the Loan Documents in accordance with subsection 8.8(f) unless otherwise agreed by the Required Lenders.

Pledge of After Acquired Property. (a) With respect to any right, title or interest of any Loan Party in any Capital Stock or other property of a type subject to the Security Documents and acquired after the Closing Date, promptly grant or cause to be granted to the Administrative Agent, for the benefit of the Lenders, a first Lien of record on all such Capital Stock and property (other than such Capital Stock and property subject to (i) prior Liens in existence at the time of acquisition thereof and not created in anticipation of such acquisition, in which case the Lien of the Lenders shall be of such priority as is permitted by such prior Lien and (ii) other Liens that are expressly permitted by this Agreement), upon terms substantially the same as those set forth in the Security Documents, and satisfy the conditions with respect thereto set forth in Section 6.Section 16.1. The Borrower, at its own expense, shall execute, acknowledge and deliver, or cause its Restricted Subsidiaries to execute, acknowledge and deliver, and thereafter register, file or record, or cause its Restricted Subsidiaries to register, file or record, in an appropriate governmental office, any document or instrument deemed by the Administrative Agent to be necessary or desirable for the creation and perfection of the foregoing Liens and deliver Uniform Commercial Code searches in jurisdictions requested by the Administrative Agent with respect to such Capital Stock and other property and legal opinions requested by the Administrative Agent and shall pay, or cause to be paid, all taxes and fees related to such registration, filing or recording. (b) With respect to any new Restricted Subsidiary created or acquired after the Closing Date by the Borrower, promptly cause such Restricted Subsidiary to execute and deliver to the Administrative Agent the Subsidiary Guarantee, and, if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to such Restricted Subsidiary and the Subsidiary Guarantee, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. (c) Notwithstanding anything to the contrary in any Loan Document, neither the Borrower nor any Restricted Subsidiary shall be obligated to (a) pledge under the Loan Documents any of its equity interest in any Joint Venture if such pledge is prohibited by any Contractual Obligation, (b) pledge under the Loan Documents any of its real property or (c) pledge under the Loan Documents any Capital Stock in any Argo Unrestricted Subsidiary to the extent such Capital Stock is pledged to another Person in accordance with subsection 8.3(h). (d) Notwithstanding anything to the contrary in any Loan Document, if the Borrower or any Restricted Subsidiary has pledged its interest in any Joint Venture and the Borrower or such Restricted Subsidiary desires to make a contribution of or investment with such interest to or in a second Joint Venture in accordance with subsection 8.8(f), the Lien held by the Lenders upon such interest shall terminate as long as the interest held by the Borrower or Restricted Subsidiary in the second Joint Venture shall be subject to a Lien under the Loan Documents in accordance with subsection 8.8(f) unless otherwise agreed by the Required Lenders.

Pledge of After Acquired Property. (a) With respect to any right, title or interest of any Loan Party in any Capital Stock or other property of a type subject to the Security Documents and acquired after the Restatement Closing Date, promptly grant or cause to be granted to the Administrative Collateral Agent, for the ratable benefit of the Lenders and the Xxxxx Xxxx Lenders, a first Lien of record on all such Capital Stock and property (other than such Capital Stock and property subject to (i) prior Liens in existence at the time of acquisition thereof and not created in anticipation of such acquisition, in which case the Lien of the Lenders shall be of such priority as is permitted by such prior Lien and (ii) other Liens that are expressly permitted by this Agreement), upon terms substantially the same as those set forth in the Security Documents, and satisfy the conditions with respect thereto set forth in Section 6. 1. The Borrower, at its own expense, shall execute, acknowledge and deliver, or cause its Restricted Subsidiaries to execute, acknowledge and deliver, and thereafter register, file or record, or cause its Restricted Subsidiaries to register, file or record, in an appropriate governmental office, any document or instrument deemed by the Administrative Collateral Agent to be necessary or desirable for the creation and perfection of the foregoing Liens and deliver Uniform Commercial Code searches in jurisdictions requested by the Administrative Collateral Agent with respect to such Capital Stock and other property and legal opinions requested by the Administrative Collateral Agent and shall pay, or cause to be paid, all taxes and fees related to such registration, filing or recording. (b) With respect to any new Restricted Subsidiary created or acquired after the Restatement Closing Date by the Borrower, promptly cause such Restricted Subsidiary to execute and deliver to the Administrative Agent the Subsidiary Subsidiaries Guarantee, and, if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to such Restricted Subsidiary and the Subsidiary Subsidiaries Guarantee, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.. SEVENTH AMENDED AND RESTATED CREDIT AGREEMENT (c) Notwithstanding anything to the contrary in any Loan Document, neither the Borrower nor any Restricted Subsidiary shall be obligated to (ai) pledge under the Loan Documents any of its equity interest in any Joint Venture if such pledge is prohibited by any Contractual Obligation, Obligation or (bii) pledge under the Loan Documents any of its real property or (c) pledge under the Loan Documents any Capital Stock in any Argo Unrestricted Subsidiary except to the extent such Capital Stock is pledged of any fixtures as and to another Person the extent specified in accordance with subsection 8.3(h)the Security Agreements. (d) Notwithstanding anything to the contrary in any Loan Document, if the Borrower or any Restricted Subsidiary has pledged its interest in any Joint Venture and the Borrower or such Restricted Subsidiary desires to make a contribution of or investment with such interest to or in a second Joint Venture in accordance with subsection 8.8(f), the Lien held by the Lenders upon such interest shall terminate as long as the interest held by the Borrower or Restricted Subsidiary in the second Joint Venture shall be subject to a Lien under the Loan Documents in accordance with subsection 8.8(f) unless otherwise agreed by the Required Lenders.

Pledge of After Acquired Property. (a) With respect to any right, title or interest of any Loan Party in any Capital Stock Equity Interests or other property of a type subject to the Security Documents and acquired after the Closing Date, promptly grant or cause to be granted to the Administrative Agent, for the benefit of the Lenders, a first Lien of record on all such Capital Stock Equity Interests and property (other than such Capital Stock Equity Interests and property subject to (i) prior Liens in existence at the time of acquisition thereof and not created in anticipation of such acquisition, in which case the Lien of the Lenders shall be of such priority as is permitted by such prior Lien and (ii) other Liens that are expressly permitted by this Agreement), upon terms substantially the same as those set forth in the Security Documents, and satisfy the conditions with respect thereto set forth in Section 6. 16.1. The Borrower, at its own expense, shall execute, acknowledge and deliver, or cause its Restricted Subsidiaries (other than MIAGS) to execute, acknowledge and deliver, and thereafter register, file or record, or cause its Restricted Subsidiaries (other than MIAGS) to register, file or record, in an appropriate governmental office, any document or instrument deemed by the Administrative Agent to be necessary or desirable for the creation and perfection of the foregoing Liens and deliver Uniform Commercial Code searches in jurisdictions requested by the Administrative Agent with respect to such Capital Stock Equity Interests and other property and legal opinions requested by the Administrative Agent and shall pay, or cause to be paid, all taxes and fees related to such registration, filing or recording. (b) With respect to any new Restricted Subsidiary created or acquired after the Closing Date by the Borrower, promptly cause such Restricted Subsidiary to execute and deliver to the Administrative Agent the Subsidiary Guarantee, and, if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to such Restricted Subsidiary and the Subsidiary Guarantee, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. (c) Notwithstanding anything to the contrary in any Loan Document, neither the Borrower nor any Restricted Subsidiary of the Borrower shall be obligated to (ai) pledge under the Loan Documents any of its equity interest Equity Interest in any Joint Venture if such pledge is prohibited by any Contractual Obligation, Obligation or (bii) pledge under the Loan Documents any of its real property or (c) pledge under the Loan Documents any Capital Stock in any Argo Unrestricted Subsidiary except to the extent such Capital Stock is pledged of any fixtures as and to another Person the extent specified in accordance with subsection 8.3(h)the Security Agreements. (d) Notwithstanding anything to the contrary in any Loan Document, if the Borrower or any Restricted Subsidiary of the Borrower has pledged its interest in any Joint Venture and the Borrower or such Restricted Subsidiary desires to make a contribution of or investment with such interest to or in a second Joint Venture in accordance with subsection 8.8(f), the Lien held by the Lenders upon such interest shall terminate as long as the interest held by the Borrower or Restricted such Subsidiary in the second Joint Venture shall be subject to a Lien under the Loan Documents in accordance with subsection 8.8(f) unless otherwise agreed by the Required Lenders.

Pledge of After Acquired Property. (a) With respect to If at any right, title time following the Closing Date the Borrower or interest any of its Subsidiaries shall acquire at any time property of any Loan Party in any Capital Stock or other property nature whatsoever which is intended to be by the terms of a type the applicable Security Document and is not otherwise subject to the Lien created by each Security Documents Document as soon as possible and acquired in no event later than 30 days after the Closing Daterelevant acquisition date and, promptly grant or cause to be granted to the Administrative Agentextent permitted by applicable law, grant to the Agent for the ratable benefit of the Lenders, Lenders a first priority Lien of record on all such Capital Stock and property as collateral security for the Obligations (other than such Capital Stock and property subject to (i) prior Liens in existence at the time of acquisition thereof and not created in anticipation of such acquisition, in which case the Lien of the Lenders shall be of such priority as is permitted by such prior Lien and (ii) other Liens that are expressly permitted by this Agreement), upon terms substantially the same as those set forth defined in the Borrower Security Documents, Agreement) pursuant to documentation reasonably satisfactory in form and satisfy substance to the conditions with respect thereto set forth in Section 6. 1Agent. The Borrower, at its own expense, shall execute, acknowledge and deliver, or cause its Restricted Subsidiaries to executethe execution, acknowledge acknowledgement and deliverdelivery of, and thereafter register, file or record, or cause its Restricted Subsidiaries to register, file or record, record in an appropriate governmental office, any document or instrument (including legal opinions, title insurance, consents and corporate documents) and take all such actions reasonably deemed by the Administrative Agent to be necessary or desirable for to ensure the creation creation, priority and perfection of such Lien. The Borrower shall cause each New Subsidiary of the foregoing Liens and deliver Uniform Commercial Code searches in jurisdictions requested by the Administrative Agent with respect to such Capital Stock and other property and legal opinions requested by the Administrative Agent and shall pay, or cause to be paid, all taxes and fees related to such registration, filing or recording. (b) With respect to any new Restricted Subsidiary Borrower created or acquired after the Closing Date by date hereof, immediately upon such creation or acquisition, to execute a Subsidiary Security Agreement and an instrument in form and substance reasonably satisfactory to the BorrowerAgent pursuant to which such New Subsidiary shall become a party to the Subsidiaries' Guarantee as a guarantor thereunder, promptly and the Borrower shall execute and deliver a Supplement to the Borrower Pledge Agreement in form and substance reasonably satisfactory to the Agent, or shall cause the Subsidiary of the Borrower which holds the Capital Stock of such Restricted New Subsidiary to execute and deliver a Subsidiary Pledge Agreement or a Supplement to the Administrative Subsidiary Pledge Agreement to which it is a party, providing for the pledge of 100% of the issued and outstanding Capital Stock of such New Subsidiary to the Agent for the Subsidiary Guaranteebenefit of the Lenders (65% in the case of a New Foreign Subsidiary), and, if requested by and the Administrative Agent, Borrower shall deliver to the Administrative Agent legal opinions relating to such Restricted Subsidiary and the Subsidiary Guarantee, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. (c) Notwithstanding anything to the contrary in any Loan Document, neither the Borrower nor any Restricted Subsidiary shall be obligated to (a) pledge under the Loan Documents any of its equity interest in any Joint Venture if such pledge is prohibited by any Contractual Obligation, (b) pledge under the Loan Documents any of its real property or (c) pledge under the Loan Documents any Capital Stock in any Argo Unrestricted Subsidiary to the extent stock certificates evidencing such Capital Stock is pledged to another Person together with undated stock powers for each such certificate, duly executed in accordance with subsection 8.3(hblank (or, in the case of a New Foreign Subsidiary, take such other action as has the same substantive effect under applicable law). (d) Notwithstanding anything to the contrary in any Loan Document, if the Borrower or any Restricted Subsidiary has pledged its interest in any Joint Venture and the Borrower or such Restricted Subsidiary desires to make a contribution of or investment with such interest to or in a second Joint Venture in accordance with subsection 8.8(f), the Lien held by the Lenders upon such interest shall terminate as long as the interest held by the Borrower or Restricted Subsidiary in the second Joint Venture shall be subject to a Lien under the Loan Documents in accordance with subsection 8.8(f) unless otherwise agreed by the Required Lenders.

Pledge of After Acquired Property. (a) With respect to If at any right, title time following the Closing Date the Borrower or interest any of its Subsidiaries shall acquire at any time property of any Loan Party in any Capital Stock or other property nature whatsoever which is intended to be covered by the terms of a type the applicable Security Document and is not otherwise subject to the Lien created by each Security Documents Document as soon as possible and acquired in no event later than 30 days after the Closing Daterelevant acquisition date and, promptly grant or cause to be granted to the Administrative Agentextent permitted by applicable law, grant to the Agent for the ratable benefit of the Lenders, Lenders a first priority Lien of record on all such Capital Stock and property as collateral security for the Obligations (other than such Capital Stock and property subject to (i) prior Liens in existence at the time of acquisition thereof and not created in anticipation of such acquisition, in which case the Lien of the Lenders shall be of such priority as is permitted by such prior Lien and (ii) other Liens that are expressly permitted by this Agreement), upon terms substantially the same as those set forth defined in the Borrower Security Documents, Agreement) pursuant to documentation reasonably satisfactory in form and satisfy substance to the conditions with respect thereto set forth in Section 6. 1Agent. The Borrower, at its own expense, shall execute, acknowledge and deliver, or cause its Restricted Subsidiaries to executethe execution, acknowledge acknowledgement and deliverdelivery of, and thereafter register, file or record, or cause its Restricted Subsidiaries to register, file or record, record in an appropriate governmental office, any document or instrument (including legal opinions, title insurance, consents and corporate documents) and take all such actions reasonably deemed by the Administrative Agent to be necessary or desirable for to ensure the creation creation, priority and perfection of such Lien. The Borrower shall cause each New Subsidiary of the foregoing Liens and deliver Uniform Commercial Code searches in jurisdictions requested by the Administrative Agent with respect to such Capital Stock and other property and legal opinions requested by the Administrative Agent and shall pay, or cause to be paid, all taxes and fees related to such registration, filing or recording. (b) With respect to any new Restricted Subsidiary Borrower created or acquired after the Closing Date by date hereof, immediately upon such creation or acquisition, to execute a Subsidiary Security Agreement and an instrument in form and substance reasonably satisfactory to the BorrowerAgent pursuant to which such New Subsidiary shall become a party to the Subsidiaries' Guarantee as a guarantor thereunder, promptly and the Borrower shall execute and deliver a Supplement to the Borrower Pledge Agreement in form and substance reasonably satisfactory to the Agent, or shall cause the Subsidiary of the Borrower which holds the Capital Stock of such Restricted New Subsidiary to execute and deliver a Subsidiary Pledge Agreement or a Supplement to the Administrative Subsidiary Pledge Agreement to which it is a party, providing for the pledge of 100% of the issued and outstanding Capital Stock of such New Subsidiary to the Agent for the Subsidiary Guaranteebenefit of the Lenders (65% in the case of a New Foreign Subsidiary), and, if requested by and the Administrative Agent, Borrower shall deliver to the Administrative Agent legal opinions relating to such Restricted Subsidiary and the Subsidiary Guarantee, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. (c) Notwithstanding anything to the contrary in any Loan Document, neither the Borrower nor any Restricted Subsidiary shall be obligated to (a) pledge under the Loan Documents any of its equity interest in any Joint Venture if such pledge is prohibited by any Contractual Obligation, (b) pledge under the Loan Documents any of its real property or (c) pledge under the Loan Documents any Capital Stock in any Argo Unrestricted Subsidiary to the extent stock certificates evidencing such Capital Stock is pledged to another Person together with undated stock powers for each such certificate, duly executed in accordance with subsection 8.3(hblank (or, in the case of a New Foreign Subsidiary, take such other action as has the same substantive effect under applicable law). (d) Notwithstanding anything to the contrary in any Loan Document, if the Borrower or any Restricted Subsidiary has pledged its interest in any Joint Venture and the Borrower or such Restricted Subsidiary desires to make a contribution of or investment with such interest to or in a second Joint Venture in accordance with subsection 8.8(f), the Lien held by the Lenders upon such interest shall terminate as long as the interest held by the Borrower or Restricted Subsidiary in the second Joint Venture shall be subject to a Lien under the Loan Documents in accordance with subsection 8.8(f) unless otherwise agreed by the Required Lenders.

Pledge of After Acquired Property. (a) With respect to any right, title or interest of any Loan Party in any Capital Stock or other property of a type subject to the Security Documents and acquired after the Closing Date, promptly grant or cause to be granted to the Administrative Agent, for the benefit of the Lenders, a first Lien of record on all such Capital Stock and property (other than such Capital Stock and property subject to (i) prior Liens in existence at the time of acquisition thereof and not created in anticipation of such acquisition, in which case the Lien of the Lenders shall be of such priority as is permitted by such prior Lien and (ii) other Liens that are expressly permitted by this Agreement), upon terms substantially the same as those set forth in the Security Documents, and satisfy the conditions with respect thereto set forth in Section subsection 6. 1. The Borrower, at its own expense, shall execute, acknowledge and deliver, or cause its Restricted Subsidiaries to execute, acknowledge and deliver, and thereafter register, file or record, or cause its Restricted Subsidiaries to register, file or record, in an appropriate governmental office, any document or instrument deemed by the Administrative Agent to be necessary or desirable for the creation and perfection of the foregoing Liens and deliver Uniform Commercial Code searches in jurisdictions requested by the Administrative Agent with respect to such Capital Stock and other property and legal opinions requested by the Administrative Agent and shall pay, or cause to be paid, all taxes and fees related to such registration, filing or recording. (b) With respect to any new Restricted Subsidiary created or acquired after the Closing Date by the Borrower, promptly cause such Restricted Subsidiary to execute and deliver to the Administrative Agent the Subsidiary Guarantee, and, if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to such Restricted Subsidiary and the Subsidiary Guarantee, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. (c) Notwithstanding anything to the contrary in any Loan Document, neither the Borrower nor any Restricted Subsidiary shall be obligated to (a) pledge under the Loan Documents any of its equity interest in any Joint Venture if such pledge is prohibited by any Contractual Obligation, (b) pledge under the Loan Documents any of its real property or (c) pledge under the Loan Documents any Capital Stock in any Argo Prince Unrestricted Subsidiary to the extent such Capital Stock is pledged to another Person in accordance with subsection 8.3(h). (d) Notwithstanding anything to the contrary in any Loan Document, if the Borrower or any Restricted Subsidiary has pledged its interest in any Joint Venture and the Borrower or such Restricted Subsidiary desires to make a contribution of or investment with such interest to or in a second Joint Venture in accordance with subsection 8.8(f), the Lien held by the Lenders upon such interest shall terminate as long as the interest held by the Borrower or Restricted Subsidiary in the second Joint Venture shall be subject to a Lien under the Loan Documents in accordance with subsection 8.8(f) unless otherwise agreed by the Required Lenders.

Pledge of After Acquired Property. (a) With respect to If at any right, title time following the Closing Date the Borrower or interest any of its Subsidiaries (other than any Exempted Subsidiary) shall acquire at any time property of any Loan Party in any Capital Stock or other property nature whatsoever which is intended to be covered by the terms of a type the applicable Security Document and is not otherwise subject to the Lien created by each Security Documents Document, as soon as possible and acquired in no event later than 30 days after the Closing Daterelevant acquisition date and, promptly to the extent permitted by applicable law or contract in existence on the date hereof, grant or cause to be granted the Administrative Agent for the ratable benefit of the Lenders a Lien on such property as collateral security for the Obligations (as defined in the Borrower Security Agreement) pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent, for the benefit of the Lenders, a first Lien of record on all such Capital Stock and property (other than such Capital Stock and property subject to (i) prior Liens in existence at the time of acquisition thereof and not created in anticipation of such acquisition, in which case the Lien of the Lenders shall be of such priority as is permitted by such prior Lien and (ii) other Liens that are expressly permitted by this Agreement), upon terms substantially the same as those set forth in the Security Documents, and satisfy the conditions with respect thereto set forth in Section 6. 1. The Borrower, at its own expense, shall execute, acknowledge and deliver, or cause its Restricted Subsidiaries to executethe execution, acknowledge acknowledgment and deliverdelivery of, and thereafter register, file or record, or cause its Restricted Subsidiaries to register, file or record, record in an appropriate governmental office, any document or instrument (including legal opinions, title insurance, consents and corporate documents) and take all such actions reasonably deemed by the Administrative Agent to be necessary or desirable for to ensure the creation creation, priority and perfection of such Lien. The Borrower shall cause each Subsidiary of the foregoing Liens Borrower created or acquired after the date hereof, immediately upon such creation or acquisition, to execute a Subsidiary Security Agreement and deliver Uniform Commercial Code searches an instrument in jurisdictions requested by form and substance reasonably satisfactory to the Administrative Agent with respect pursuant to which such Subsidiary shall become a party to the Subsidiaries' Guarantee as a guarantor thereunder, and the Borrower shall execute and deliver a Supplement to the Borrower Pledge Agreement in form and substance reasonably satisfactory to the Administrative Agent, or shall cause the Subsidiary of the Borrower which holds the Capital Stock of such Subsidiary to execute and deliver a Subsidiary Pledge Agreement or a Supplement to the Subsidiary Pledge Agreement to which it is a party, providing for the pledge of 100% of the issued and outstanding Capital Stock of such Subsidiary owned by Borrower or its Subsidiary to the Administrative Agent for the benefit of the Lenders (65% in the case of a Foreign Subsidiary), and the Borrower shall deliver to the Administrative Agent the stock certificates evidencing such Capital Stock and together with undated stock powers for each such certificate, duly executed in blank (or, in the case of a Foreign Subsidiary, take such other property and legal opinions requested by action as has the Administrative Agent and shall pay, or cause to be paid, all taxes and fees related to such registration, filing or recordingsame substantive effect under applicable law). (b) With respect Without limiting the foregoing, Borrower and the Subsidiary Guarantors agree to use their commercially reasonable efforts: (i) to the extent that some or all Leasehold Encumbrances are not generally permitted pursuant to agreements creating each leasehold interest in the San Francisco Property, to obtain, any new Restricted Subsidiary created amendments, waivers, consents or acquired after approvals necessary to permit the Closing Date by Administrative Agent, for the Borrowerratable benefit of the Lenders, promptly cause to obtain the most favorable Leasehold Encumbrances available under the circumstances (as determined upon consultation with the Administrative Agent) for such Restricted Subsidiary property. (ii) to the extent that some or all Leasehold Encumbrances are not generally permitted pursuant to agreements creating each leasehold interest in the San Pedro Property, to obtain, any amendments, waivers, consenxx xx approvals necessary to permit the Administrative Agent, for the ratable benefit of the Lenders, to obtain the most favorable Leasehold Encumbrances available under the circumstances (as determined upon consultation with the Administrative Agent) for such property. (iii) to obtain any amendments, waivers, consents or approvals necessary to permit the Administrative Agent, for the ratable benefit of the Lenders, to obtain the most favorable Leasehold Encumbrances available under the circumstances (as determined upon consultation with the Administrative Agent) for the Ingleside Property. (iv) to enter into, execute and deliver to the Administrative Agent Agent, for the Subsidiary Guaranteeratable benefit of the Lenders, andthe Leasehold Encumbrances and to cooperate and assist in the preparation, if requested by execution and filing of all financing statements, deeds of trust, mortgages and any other documents necessary or helpful for the perfection and maintenance of Administrative Agent, deliver to 's security interest under the Administrative Agent legal opinions relating to such Restricted Subsidiary and the Subsidiary Guarantee, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. (c) Notwithstanding anything Leasehold Encumbrances. Any other provisions of this Agreement to the contrary in any Loan Documentnotwithstanding, neither the Borrower nor any Restricted Subsidiary failure to obtain leases or Leasehold Encumbrances pursuant to subsection 8.11(b) shall be obligated to (a) pledge under the Loan Documents any not constitute a Default or Event of its equity interest in any Joint Venture if such pledge is prohibited by any Contractual Obligation, (b) pledge under the Loan Documents any of its real property or (c) pledge under the Loan Documents any Capital Stock in any Argo Unrestricted Subsidiary to the extent such Capital Stock is pledged to another Person in accordance with subsection 8.3(h)Default hereunder. (d) Notwithstanding anything to the contrary in any Loan Document, if the Borrower or any Restricted Subsidiary has pledged its interest in any Joint Venture and the Borrower or such Restricted Subsidiary desires to make a contribution of or investment with such interest to or in a second Joint Venture in accordance with subsection 8.8(f), the Lien held by the Lenders upon such interest shall terminate as long as the interest held by the Borrower or Restricted Subsidiary in the second Joint Venture shall be subject to a Lien under the Loan Documents in accordance with subsection 8.8(f) unless otherwise agreed by the Required Lenders.

Pledge of After Acquired Property. (a) With respect to any right, title or interest of any Loan Party in any Capital Stock or other property of a type subject to the Security Documents and acquired after the Closing Date, promptly grant or cause to be granted to the Administrative Collateral Agent, for the ratable benefit of the LendersEPN Group Lenders and the Xxxxx Xxxx Xxxxxxx, a first Lien of record on all such Capital Stock and property (other than such Capital Stock and property subject to (i) prior Liens in existence at the time of acquisition thereof and not created in anticipation of such acquisition, in which case the Lien of the Lenders shall be of such priority as is permitted by such prior Lien and (ii) other Liens that are expressly permitted by this Agreement), upon terms substantially the same as those set forth in the Security Documents, and satisfy the conditions with respect thereto set forth in Section 6. 1. The Borrower, at its own expense, shall execute, acknowledge and deliver, or cause its Restricted Subsidiaries to execute, acknowledge and deliver, and thereafter register, file or record, or cause its Restricted Subsidiaries to register, file or record, in an appropriate governmental office, any document or instrument deemed by the Administrative Collateral Agent to be necessary or desirable for the creation and perfection of the foregoing Liens and deliver Uniform Commercial Code searches in jurisdictions requested by the Administrative Collateral Agent with respect to such Capital Stock and other property and legal opinions requested by the Administrative Collateral Agent and shall pay, or cause to be paid, all taxes and fees related to such registration, filing or recording. (b) With respect to any new Restricted Subsidiary created or acquired after the Closing Date by the Borrower, promptly cause such Restricted Subsidiary to execute and deliver to the Administrative Agent the Subsidiary Guarantee, and, if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to such Restricted Subsidiary and the Subsidiary Guarantee, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. (c) Notwithstanding anything to the contrary in any Loan Document, neither the Borrower nor any Restricted Subsidiary shall be obligated to (ai) pledge under the Loan Documents any of its equity interest in any Joint Venture if such pledge is prohibited by any Contractual Obligation, Obligation or (bii) pledge under the Loan Documents any of its real property or (c) pledge under the Loan Documents any Capital Stock in any Argo Unrestricted Subsidiary except to the extent such Capital Stock is pledged of any fixtures as and to another Person the extent specified in accordance with subsection 8.3(h)the Security Agreements. (d) Notwithstanding anything to the contrary in any Loan Document, if the Borrower or any Restricted Subsidiary has pledged its interest in any Joint Venture and the Borrower or such Restricted Subsidiary desires to make a contribution of or investment with such interest to or in a second Joint Venture in accordance with subsection 8.8(f), the Lien held by the Lenders upon such interest shall terminate as long as the interest held by the Borrower or such Restricted Subsidiary in the second Joint Venture shall be subject to a Lien under the Loan Documents in accordance with subsection 8.8(f) unless otherwise agreed by the Required Lenders.

Pledge of After Acquired Property. (a) With respect to If at any right, title time following the Closing Date the Borrower or interest any of its Domestic Subsidiaries shall acquire at any time property of any Loan Party in any Capital Stock nature whatsoever which is required by the terms hereof or other property of a type the applicable Security Document to be and is not otherwise subject to the Lien created by each Security Documents Document, as soon as possible and acquired in no event later than 30 days after the Closing Date, promptly relevant acquisition date grant or cause to be granted to the Administrative Agent, Agent for the ratable benefit of the Lenders, Lenders a first priority Lien of record on all such Capital Stock property as collateral security for the Obligations pursuant to documentation reasonably satisfactory in form and property (other than such Capital Stock and property subject substance to (i) prior Liens in existence at the time of acquisition thereof and not created in anticipation of such acquisition, in which case the Lien of the Lenders shall be of such priority as is permitted by such prior Lien and (ii) other Liens that are expressly permitted by this Agreement), upon terms substantially the same as those set forth in the Security Documents, and satisfy the conditions with respect thereto set forth in Section 6. 1Agent. The Borrower, at its own expense, shall execute, acknowledge and deliver, or cause its Restricted Subsidiaries to executethe execution, acknowledge acknowledgment and deliverdelivery of, and thereafter register, file or record, or cause its Restricted Subsidiaries to register, file or record, record in an appropriate governmental office, any document or instrument (including legal opinions, title insurance, consents and corporate documents) and take all such actions reasonably deemed by the Administrative Agent to be necessary or desirable for to ensure the creation creation, priority and perfection of such Lien. Without limiting the foregoing Liens generality of the foregoing, the Borrower will deliver to the Agent the SMC (France) Note promptly following issuance thereof to Borrower, duly endorsed in blank, and deliver Uniform Commercial Code searches an opinion of French counsel in jurisdictions requested by form and substance satisfactory to the Administrative Agent with respect to such Capital Stock and other property and legal opinions requested by Agent. The Borrower shall cause each New Subsidiary of the Administrative Agent and shall pay, or cause to be paid, all taxes and fees related to such registration, filing or recording. (b) With respect to any new Restricted Borrower which is a Wholly-Owned Domestic Subsidiary created or acquired after the Closing Date by date hereof, immediately upon such creation or acquisition, to execute instruments in form and substance reasonably satisfactory to the BorrowerAgent pursuant to which such New Subsidiary shall become a party to the Subsidiary Security Agreements and the Subsidiaries' Guarantee as a guarantor thereunder. With respect to each New Subsidiary which is a direct Subsidiary of the Borrower or a Domestic Subsidiary, promptly the Borrower shall execute and deliver a supplement to the Borrower Security Agreement in form and substance reasonably satisfactory to the Agent, or shall cause such Restricted any Wholly-Owned Domestic Subsidiary of the Borrower which holds the Capital Stock of any New Subsidiary to execute and deliver a Subsidiary Security Agreement or a supplement to the Administrative Subsidiary Security Agreement to which it is a party, providing for the pledge of 100% of the issued and outstanding Capital Stock of such New Subsidiary to the Agent for the Subsidiary Guaranteebenefit of the Lenders (65% in the case of a New Foreign Subsidiary), and, if requested by and the Administrative Agent, Borrower shall deliver to the Administrative Agent legal opinions relating to such Restricted Subsidiary and the Subsidiary Guarantee, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. (c) Notwithstanding anything to the contrary in any Loan Document, neither the Borrower nor any Restricted Subsidiary shall be obligated to (a) pledge under the Loan Documents any of its equity interest in any Joint Venture if such pledge is prohibited by any Contractual Obligation, (b) pledge under the Loan Documents any of its real property or (c) pledge under the Loan Documents any Capital Stock in any Argo Unrestricted Subsidiary to the extent stock certificates evidencing such Capital Stock is pledged to another Person together with undated stock powers for each such certificate, duly executed in accordance with subsection 8.3(h). blank (d) Notwithstanding anything to the contrary in any Loan Documentor, if the Borrower or any Restricted Subsidiary has pledged its interest in any Joint Venture and the Borrower or such Restricted Subsidiary desires to make a contribution of or investment with such interest to or in a second Joint Venture in accordance with subsection 8.8(f), the Lien held by the Lenders upon such interest shall terminate as long as the interest held by the Borrower or Restricted Subsidiary in the second Joint Venture shall case of a New Foreign Subsidiary, take such other action as has the same substantive effect under applicable law) and execute, or cause its Subsidiary to execute, such financing statements as may be subject required to a Lien under perfect all Liens in favor of the Loan Documents in accordance with subsection 8.8(f) unless otherwise agreed by the Required LendersAgent.