Common use of Additional Collateral, etc Clause in Contracts

Additional Collateral, etc. (a) With respect to any Collateral acquired after the Closing Date by any Loan Party as to which the Lender does not have a perfected Lien that is required by the Guarantee and Collateral Agreement (excluding, for the avoidance of doubt, real property), the Borrower will, and will cause each other Loan Party to, promptly: (i) execute and deliver to the Lender such amendments to the Guarantee and Collateral Agreement or such other documents as the Lender deems reasonably necessary or advisable to evidence that such Loan Party is a Guarantor and to grant to the Lender a security interest in such Collateral and (ii) take all actions necessary or advisable in the reasonable opinion of the Lender to grant to the Lender a perfected first priority (except as expressly permitted by Section 7.2) security interest and Lien in such Collateral as required by the Guarantee and Collateral Agreement or any other Security Document, including (if applicable) the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or taking any other action as reasonably requested by the Lender. (b) With respect to any fee interest in any real property acquired after the Closing Date by any Loan Party with an individual fair market value in excess of $250,000, promptly (and in any event within sixty (60) days of such acquisition or such longer period as approved by the Lender in its reasonable discretion): (i) execute and deliver a first priority Mortgage in the maximum principal amount of the purchase price of such real property in jurisdictions that impose mortgage recording taxes (or such other amount as shall be reasonably specified by the Lender in jurisdictions that do not impose mortgage recording taxes), in favor of the Lender covering such real property, (ii) if requested by the Lender, provide the Lender with (1) title and extended coverage insurance (with such customary endorsements, coinsurance and reinsurance as the Lender may reasonably request) covering such real property, paid for by the Borrower and issued by a nationally recognized title insurance company, in an amount equal to the purchase price of such real property, (2) a current ALTA/NSPS survey thereof, paid for by the Borrower and in each case, including all improvements, easements and other customary matters thereon reasonably required by the Lender, together with a surveyor’s certificate and complying in all material respects with the minimum detail requirements of the American Land Title Association and National Society of Professional Surveyors as such requirements are in effect on the date of preparation of such survey, or an existing survey, in each case, sufficient for such title insurance company to remove all standard survey exceptions from the title insurance policy relating to such real property and issue the customary survey related endorsements or otherwise reasonably acceptable to the Lender, (3) flood insurance determination certificates, and if applicable, evidence that the applicable Loan Party has obtained flood insurance covering such property in an amount required for the Lender to be in compliance with the National Flood Insurance Act of 1968 and (4) such other documents as the Lender may reasonably request that are in the Borrower’s possession with respect to any such real property, and (iii) if requested by the Lender, deliver to the Lender legal opinions relating to such Mortgage, which opinions shall be in form and substance reasonably satisfactory to the Lender. (c) With respect to any new direct or indirect Subsidiary that is created or acquired after the Closing Date by any Loan Party, promptly (and in any event within thirty (30) days or such longer period as approved by the Lender in its sole discretion): (i) execute and deliver to the Lender such supplements, joinders or amendments to the applicable Security Documents as the Lender deems reasonably necessary or advisable to grant to the Lender a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned directly or indirectly by such Loan Party, (ii) deliver to the Lender such documents and instruments as may be required to grant, perfect, protect and ensure the priority of such security interest, including but not limited to, the certificates, if any, representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, any Control Agreement with respect to each Deposit Account or Securities Account (other than, in each case, Excluded Accounts), and any Security Document (or any amendment, supplement or modification thereof) with respect to Intellectual Property (other than Excluded Assets), (iii) cause such new Subsidiary or any Subsidiary formed for the purpose of acquiring any such Subsidiary (A) to become a party to the Guarantee and Collateral Agreement and other applicable Security Documents, (B) to take such actions as are reasonably necessary or advisable in the opinion of the Lender to grant to the Lender a perfected first priority security interest (subject to Liens permitted hereunder) in the Collateral described in the Guarantee and Collateral Agreement or such other Security Documents, with respect to such Subsidiary, including the filing of UCC financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or as may be reasonably requested by the Lender and (C) to deliver to the Lender a customary certificate of such Subsidiary, in a form reasonably satisfactory to the Lender, with appropriate insertions and attachments, and (iv) if requested by the Lender, deliver to the Lender legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Lender. Notwithstanding the foregoing, (i) other than the Collateral in which a Lien was previously granted or required to be granted by the Loan Parties, or the guarantees provided by the Loan Parties, in each case, on the Closing Date or pursuant to Section 5.2, the Loan Parties shall not be required to deliver any Collateral or perfect the Lender’s security interest with respect to any Collateral (except to the extent perfection can be accomplished by filing UCC financing statements) or provide any guarantee of the Obligations, in each case, if the cost of delivering or perfecting the lien in such Collateral or of providing such guarantee exceeds the benefit to the Lender (which shall take into account any adverse tax consequences suffered or expected to be suffered by the Borrower or any Loan Party as a result thereof), in each case, as reasonably determined by the Lender, and (ii) other than the Collateral in which a Lien was previously granted or required to be granted by the Loan Parties, or the guarantees provided by the Loan Parties, in each case, on the Closing Date or pursuant to Section 5.2, no such Liens or guarantees shall be required to be provided by any Subsidiary in any case in which (or, if applicable, to the extent that) the provision of such Lien or guarantee would violate applicable law, in each case, as reasonably determined by the Lender.

Additional Collateral, etc. (a) With respect to any Collateral Property acquired after the Closing Date by the Company or any Loan Party Subsidiary Guarantor (other than (w) any interest in real property or any Property described in paragraph (b) of this Section 6.08, (x) any Property subject to a Lien permitted by Section 7.03(g) or (y) Property acquired by an Excluded Subsidiary) as to which the Lender Collateral Agent, for the benefit of the Secured Parties, does not have a perfected Lien that is required by the Guarantee and Collateral Agreement (excludingLien, for the avoidance of doubt, real property), the Borrower will, and will cause each other Loan Party to, promptly: promptly (i) execute and deliver to the Lender Collateral Agent such amendments to the Guarantee and Collateral Agreement or and such other documents (including intellectual property security agreements) as the Lender Collateral Agent reasonably deems reasonably necessary or advisable to evidence that such Loan Party is a Guarantor and to grant to the Lender Collateral Agent, for the benefit of the Secured Parties, a security interest in such Property (to the extent such Property is of a type that would constitute Collateral as described in the Guarantee and Collateral Agreement) and (ii) take all actions reasonably necessary or advisable in the reasonable opinion of the Lender to grant to the Lender Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest (subject, except as expressly in the case of the pledge of Capital Stock of any Subsidiary, to Liens permitted by Section 7.27.03) security interest and Lien in such Collateral as Property (to the extent required by the Guarantee and Collateral Agreement or any other Security DocumentAgreement), including (if applicable) without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions and/or intellectual property security agreements as may be required by the Guarantee and Collateral Agreement or taking any other action as may be reasonably requested by the LenderCollateral Agent. (b) With respect to any fee simple interest in any real property having a value (together with improvements thereof) of at least $5,000,000 acquired after the Closing Date by the Company or any Loan Party Subsidiary Guarantor (or owned by any Person that becomes a Subsidiary Guarantor), the Company shall notify the Collateral Agent and the Co-Collateral Agent promptly after the Borrower obtains knowledge thereof, to permit the Collateral Agent and the Co-Collateral Agent to comply with an individual fair market value in excess of $250,000the Flood Insurance Laws, promptly (and in any event within sixty (60) 90 days following the date of such acquisition of such real property or the date on which such Person becomes a Subsidiary Guarantor (or such longer period as approved the Collateral Agent and the Co-Collateral Agent shall reasonably agree or as may be reasonably required to permit completion of flood insurance diligence by the Lender in its reasonable discretion): Collateral Agent and the Co-Collateral Agent), (i) execute and deliver a first priority Mortgage in the maximum principal amount of the purchase price of such real property in jurisdictions that impose mortgage recording taxes (or such other amount as shall be reasonably specified by the Lender in jurisdictions that do not impose mortgage recording taxes), in favor of the Lender Collateral Agent, for the benefit of the Secured Parties, covering such real property, (ii) if requested by the LenderCollateral Agent, provide deliver to the Lender with Collateral Agent (1A) title and extended coverage insurance (with such customary endorsements, coinsurance and reinsurance as the Lender may reasonably request) covering such real property, paid for by the Borrower and issued by a nationally recognized lender’s title insurance companypolicy, in an amount equal to the purchase price of such real property, (2) a current ALTA/NSPS survey thereof, paid for by the Borrower form and in each case, including all improvements, easements and other customary matters thereon reasonably required by the Lender, together with a surveyor’s certificate and complying in all material respects with the minimum detail requirements of the American Land Title Association and National Society of Professional Surveyors as such requirements are in effect on the date of preparation of such survey, or an existing survey, in each case, sufficient for such title insurance company to remove all standard survey exceptions from the title insurance policy relating to such real property and issue the customary survey related endorsements or otherwise substance reasonably acceptable to the LenderCollateral Agent, insuring such Mortgage as a first lien on such Mortgaged Property (subject only to Liens permitted by Section 7.03), (3B) flood insurance determination certificatesan American Land Title Association/American Congress of Surveying and Mapping (ALTA/ACSM) form of survey by a duly registered and licensed land surveyor for which all necessary fees have been paid dated a date reasonably acceptable to the Collateral Agent, certified to the Collateral Agent and the title company in a manner reasonably satisfactory to the Collateral Agent, (C) to the extent required by Financial Institutions Reform, Recovery, and if applicable, evidence that the applicable Loan Party has obtained flood insurance covering such property in an amount required for the Lender to be in compliance with the National Flood Insurance Enforcement Act of 1968 and (4) such 1989, Pub.L. 101-73, ▇▇▇ ▇▇▇▇. ▇▇▇, enacted August 9, 1989, or any other documents as the Lender may reasonably request that are in the Borrower’s possession with respect to any such real propertyapplicable law, an appraisal, and (iiiD) if requested by the Lender, deliver an opinion of local counsel reasonably satisfactory to the Lender legal opinions relating Collateral Agent. No later than 30 days (or such later date as the Collateral Agent or Co-Collateral Agent shall reasonably agree) prior to such Mortgagethe date on which a Mortgage is executed and delivered pursuant to this Section 6.08(b), which opinions in order to comply with the Flood Laws, the Collateral Agent and the Co-Collateral Agent shall be have received the following documents (collectively, the “Flood Documents”), in form and substance reasonably satisfactory thereto: (1) a completed standard “life of loan” flood hazard determination form (a “Flood Determination Form”), (2) if the improvement(s) to the applicable improved real property is located in a special flood hazard area, a notification to the Company (“Company Notice”) and (if applicable) notification to the Company that flood insurance coverage under the National Flood Insurance Program (“NFIP”) is not available because the community does not participate in the NFIP, (3) documentation evidencing the Company’s receipt of the Company Notice (e.g., countersigned Company Notice, return receipt of certified U.S. Mail, or overnight delivery), and (4) if the Company Notice is required to be given and flood insurance is available in the community in which the property is located, evidence of flood insurance reasonably satisfactory to the Collateral Agent and the Co-Collateral Agent (any of the foregoing being “Evidence of Flood Insurance”). Notwithstanding anything to the contrary contained herein, if either the Collateral Agent or the Co-Collateral Agent are unable or fail to complete flood insurance diligence to its reasonable satisfaction so as to permit the Company or any Subsidiary Guarantor to deliver a Mortgage as required by this Section 6.08(b), then so long as the Company or such Subsidiary Guarantor otherwise has complied with this Section 6.08(b), the Company or such Subsidiary Guarantor shall have no obligation hereunder to deliver such Mortgage (and no Event of Default shall be deemed to arise from the Company’s or such Subsidiary Guarantor’s failure to deliver such Mortgage) unless and until both the Collateral Agent and the Co-Collateral Agent completes such flood insurance diligence to their reasonable satisfaction (after which the Company or such Subsidiary Guarantor shall have a period of 30 additional days following written notification thereof to execute and deliver such Mortgage). If at any time while this Agreement is in effect Bank of America, N.A. ceases to be a Lender, then there shall no longer be a Co-Collateral Agent hereunder, and all consent or approval rights of Co-Collateral Agent contained in this Agreement (including, without limitation, in Section 6.05 and this Section 6.08(b)) shall be deemed to be satisfied by the consent or approval of the Collateral Agent; provided, however, that at any time thereafter, the Required Lenders may elect to designate and appoint a successor Co-Collateral Agent, which successor Co-Collateral Agent shall be (i) a Lender, (ii) a bank with an office in New York, New York, or an Affiliate of any such bank, and (iii) reasonably satisfactory to the Company, in which event such successor Co-Collateral Agent shall become vested with all the rights, powers, privileges and duties of the Co-Collateral Agent hereunder. (c) With respect to any new direct or indirect Subsidiary that is (other than an Excluded Subsidiary) created or acquired after the Closing Date (which, for the purposes of this paragraph, shall include any existing Subsidiary that ceases to be an Excluded Subsidiary), by the Company or any Loan Partyof its Restricted Subsidiaries (other than by an Excluded Subsidiary), promptly within 45 days following the date of such creation or acquisition (and in any event within thirty (30) days or such longer period as approved by the Lender in its sole discretion): Collateral Agent shall reasonably agree), (i) execute and deliver to the Lender Collateral Agent such supplements, joinders or amendments to the applicable Security Documents Guarantee and Collateral Agreement as the Lender Collateral Agent deems reasonably necessary or advisable to grant to the Lender Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned directly by the Company or indirectly by any Subsidiary Guarantor (to the extent such Loan PartyCapital Stock is of a type that would constitute Collateral as described in the Guarantee and Collateral Agreement), (ii) deliver to the Lender such documents and instruments as may be required to grant, perfect, protect and ensure Collateral Agent the priority of such security interest, including but not limited to, the certificates, if any, certificates representing such Capital StockStock (to the extent such Capital Stock is of a type that would constitute Collateral as described in the Guarantee and Collateral Agreement), together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan PartyCompany or such Subsidiary Guarantor, any Control Agreement with respect to each Deposit Account or Securities Account (other than, in each case, Excluded Accounts), as the case may be and any Security Document (or any amendment, supplement or modification thereof) with respect to Intellectual Property (other than Excluded Assets), (iii) cause such new Subsidiary or any Subsidiary formed for the purpose of acquiring any such Subsidiary (A) to become a party to the Guarantee and Collateral Agreement and other applicable Security Documents, (B) to take such actions as are reasonably necessary or advisable in the opinion of the Lender to grant to the Lender Collateral Agent for the benefit of the Secured Parties a perfected first priority security interest (subject subject, except in the case of the pledge of any Capital Stock of any Subsidiary, to Liens permitted hereunderby Section 7.03) in the Collateral described in the Guarantee and Collateral Agreement or such other Security Documents, with respect to such Subsidiarynew Subsidiary to the extent required by the Guarantee and Collateral Agreement, including including, without limitation, the filing of UCC Uniform Commercial Code financing statements and intellectual property security agreements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or as may be by law and if reasonably requested by the Lender and (C) to deliver to the Lender a customary certificate of such Subsidiary, in a form reasonably satisfactory to the LenderCollateral Agent, with appropriate insertions and attachments, and (iv) if requested by the Lenderrespect to any Subsidiary other than an Immaterial Subsidiary, deliver to the Lender Collateral Agent customary legal opinions relating to the matters described above, which opinions . (d) The Co-Collateral Agent shall be not have any duties or obligations except those expressly set forth in form Section 6.05 and substance, and from counsel, reasonably satisfactory to Section 6.08. Without limiting the Lender. Notwithstanding generality of the foregoing, (i) other than the Co-Collateral in which a Lien was previously granted or required to be granted by the Loan Parties, or the guarantees provided by the Loan Parties, in each case, on the Closing Date or pursuant to Section 5.2, the Loan Parties shall Agent is not be required to deliver any Collateral or perfect the Lender’s security interest with respect subject to any Collateral (except fiduciary or other implied duties, nor has any duty or obligation to the extent perfection can be accomplished by filing UCC financing statements) any Lender or provide any guarantee of the Obligations, in each case, if the cost of delivering or perfecting the lien in such Collateral or of providing such guarantee exceeds the benefit to the Lender (which shall take into account any adverse tax consequences suffered or expected to be suffered by the Borrower participant or any Loan Party other Person as a result thereof), in each case, as reasonably determined by of the Lender, Co-Collateral Agent’s rights under Section 6.05 and (ii) other than the Collateral in which a Lien was previously granted or required to be granted by the Loan Parties, or the guarantees provided by the Loan Parties, in each case, on the Closing Date or pursuant to Section 5.2, no such Liens or guarantees shall be required to be provided by any Subsidiary in any case in which (or, if applicable, to the extent that) the provision of such Lien or guarantee would violate applicable law, in each case, as reasonably determined by the Lender6.08.

Additional Collateral, etc. (a) With Subject to the entry of the Interim Financing Order, with respect to any Collateral property acquired after the Closing Date by any Loan Party as to (other than (w) any property which the Lender does would not have a perfected been subject to the Lien that is required created by the Guarantee and Collateral Agreement (excludingas of the Closing Date had such property been owned as of the Closing Date as to which the Administrative Agent, for the avoidance benefit of doubtthe Secured Parties, real property)does not have a perfected Lien, the Borrower will, and will cause each other Loan Party to, promptly: promptly (i) execute and deliver to the Lender Administrative Agent such amendments to either of the Guarantee and Collateral Agreement Agreements or such other documents as the Lender deems reasonably Required Lenders deem necessary or advisable to evidence that such Loan Party is a Guarantor and to grant to the Lender Administrative Agent, for the benefit of the Secured Parties, a security interest in such Collateral property and (ii) take all actions necessary or advisable in the reasonable opinion of the Lender to grant to the Lender Administrative Agent, for the benefit of the Secured Parties, a perfected first priority (except as expressly permitted by Section 7.2) security interest and Lien in such Collateral as required by the Guarantee and Collateral Agreement or any other Security Documentproperty (subject to Liens permitted to have priority under Section 2.17(c)), including (if applicable) the filing of Uniform Commercial Code financing statements or the making of such other filings or recordings in such jurisdictions as may be required by the Guarantee and Collateral Agreement Agreements or taking any other action by Law or as reasonably may be requested by the LenderAdministrative Agent (at the direction of the Required Lenders). (b) With respect to any fee interest in any real property acquired after the Closing Date by any Loan Party with an individual fair market value in excess of $250,000, promptly (and in any event within sixty (60) days of such acquisition or such longer period as approved by the Lender in its reasonable discretion): (i) execute and deliver a first priority Mortgage in the maximum principal amount of the purchase price of such real property in jurisdictions that impose mortgage recording taxes (or such other amount as shall be reasonably specified by the Lender in jurisdictions that do not impose mortgage recording taxes), in favor of the Lender covering such real property, (ii) if requested by the Lender, provide the Lender with (1) title and extended coverage insurance (with such customary endorsements, coinsurance and reinsurance as the Lender may reasonably request) covering such real property, paid for by the Borrower and issued by a nationally recognized title insurance company, in an amount equal to the purchase price of such real property, (2) a current ALTA/NSPS survey thereof, paid for by the Borrower and in each case, including all improvements, easements and other customary matters thereon reasonably required by the Lender, together with a surveyor’s certificate and complying in all material respects with the minimum detail requirements of the American Land Title Association and National Society of Professional Surveyors as such requirements are in effect on the date of preparation of such survey, or an existing survey, in each case, sufficient for such title insurance company to remove all standard survey exceptions from the title insurance policy relating to such real property and issue the customary survey related endorsements or otherwise reasonably acceptable to the Lender, (3) flood insurance determination certificates, and if applicable, evidence that the applicable Loan Party has obtained flood insurance covering such property in an amount required for the Lender to be in compliance with the National Flood Insurance Act of 1968 and (4) such other documents as the Lender may reasonably request that are in the Borrower’s possession with respect to any such real property, and (iii) if requested by the Lender, deliver to the Lender legal opinions relating to such Mortgage, which opinions shall be in form and substance reasonably satisfactory to the Lender[Reserved]. (c) With Subject to Bankruptcy Court approval, subject to paragraph (d) below, with respect to any new direct wholly-owned Domestic Subsidiary, or indirect wholly-owned Foreign Subsidiary that is created organized under the Laws of Canada or any of its provinces or territories, organized or acquired after the Closing Date by any Loan PartyGroup Member, promptly (and in any event within thirty (30) days or such longer period as approved by the Lender in its sole discretion): (i) execute and deliver to the Lender Administrative Agent such supplements, joinders or amendments to either of the Guarantee and Collateral Agreements or other applicable Security Documents, or such new Security Documents as the Lender deems reasonably Required Lenders deem necessary or advisable to grant to the Lender Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned directly or indirectly by such any Loan Party, (ii) deliver to the Lender such documents and instruments as may be required to grant, perfect, protect and ensure the priority of such security interest, including but not limited to, Administrative Agent the certificates, if any, representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, any Control Agreement with respect to each Deposit Account or Securities Account (other than, in each case, Excluded Accounts), and any Security Document (or any amendment, supplement or modification thereof) with respect to Intellectual Property (other than Excluded Assets), (iii) cause any such new Subsidiary or any Subsidiary formed for the purpose of acquiring any such wholly-owned Domestic Subsidiary (A) to become a party to either of the Guarantee and Collateral Agreement and other applicable Security DocumentsAgreements, (B) to take such actions as are reasonably necessary or advisable in the opinion of the Lender to grant to the Lender Administrative Agent for the benefit of the Secured Parties a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreements prior and superior in right to any other Person with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by either of the Guarantee and Collateral Agreements or by Law or as may be requested by the Administrative Agent (subject at the direction of the Required Lenders) and (C) to Liens permitted hereunderdeliver to the Administrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit I, with appropriate insertions and attachments, (iv) cause any such new Foreign Subsidiary organized under the Laws of Canada or any of its provinces or territories, (A) to execute and deliver to the Administrative Agent the Guarantee and Collateral Agreement (Canada) or other applicable Security Document pursuant to which such Foreign Subsidiary shall guarantee the Obligations, (B) to execute and deliver to the Administrative Agent the Guarantee and Collateral Agreement (Canada) or other applicable Security Document as the Required Lenders deem necessary or advisable to ▇▇▇▇▇ ▇ ▇▇▇▇ to the Administrative Agent, for the benefit of the Secured Parties, on all property of such Foreign Subsidiary to secure payment of the Obligations, (C) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties a perfected security interest in the Collateral described in the Guarantee and Collateral Agreement (Canada) or such other applicable Security Documents, Document delivered pursuant to the foregoing clause (B) prior and superior in right to any other Person with respect to such new Subsidiary, including the filing of UCC financing statements such filings or other recordings in such jurisdictions as may be required by the Guarantee and Collateral Agreement (Canada) or other applicable Security Document or by Law or as may be reasonably requested by the Lender Administrative Agent (at the direction of the Required Lenders), and (CD) to deliver to the Lender Administrative Agent a customary certificate of such new Foreign Subsidiary, substantially in a the form reasonably satisfactory to the Lenderof Exhibit I, with appropriate insertions and attachments, with such modifications relevant to the jurisdiction of such Foreign Subsidiary, as may be requested by the Administrative Agent (at the direction of the Required Lenders), and (ivv) if requested by the LenderAdministrative Agent (at the direction of the Required Lenders), deliver to the Lender Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Lender. Required Lenders. (d) Notwithstanding anything in this Section 6.09 to the foregoingcontrary, (i) other than no Subsidiary of a Group Member shall provide a guaranty of all or any portion of the Collateral in which a Borrower’s obligations under the Second Lien was previously granted Note Indenture or required to be granted by the Loan Partiesany Permitted Refinancing Debt Document, or ▇▇▇▇▇ ▇ ▇▇▇▇ on any of its assets to secure any other the guarantees provided by foregoing Indebtedness, unless, prior to or concurrently therewith, such Subsidiary complies with the Loan Partiesrequirements of Section 6.09(c). (e) For the avoidance of doubt, in each caseupon the consent of the Required Lenders, on the Closing Date or pursuant to this Section 5.2, the Loan Parties 6.09 shall not be required apply to deliver any Collateral or perfect the Lender’s security interest with respect to any Collateral (except to the extent perfection can be accomplished by filing UCC financing statements) or provide any guarantee of the Obligations, in each case, if the cost of delivering or perfecting the lien in such Collateral or of providing such guarantee exceeds the benefit to the Lender (which shall take into account any adverse tax consequences suffered or expected to be suffered by the Borrower or any Loan Party as a result thereof), in each case, as reasonably determined by the Lender, and (ii) other than the Collateral in which a Lien was previously granted or required to be granted by the Loan Parties, or the guarantees provided by the Loan Parties, in each case, on the Closing Date or pursuant to Section 5.2, no such Liens or guarantees shall be required to be provided by any Subsidiary in any case in which (or, if applicable, to the extent that) the provision of such Lien or guarantee would violate applicable law, in each case, as reasonably determined by the Lenderan Immaterial Subsidiary.

Additional Collateral, etc. (a) With respect to any Collateral property acquired after the Closing Funds Availability Date by any Loan Party (other than Excluded Assets, Excluded Perfection Assets and any property described in paragraph (b), (c) or (d) below) as to which the Lender Collateral Agent, for the benefit of the Senior Secured Parties, does not have a perfected Lien that is required by Lien, promptly (and, in any event within 20 Business Days following the Guarantee and Collateral Agreement (excluding, for the avoidance date of doubt, real property), the Borrower will, and will cause each other Loan Party to, promptly: such acquisition) (i) execute and deliver to the Lender Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Lender Collateral Agent deems reasonably necessary or reasonably advisable to evidence that such Loan Party is a Guarantor and to grant to the Lender Collateral Agent, for the benefit of the Senior Secured Parties, a security interest in such Collateral property and (ii) take all actions necessary or reasonably advisable in the reasonable opinion of the Lender to grant to the Lender Collateral Agent, for the benefit of the Senior Secured Parties, a perfected first priority security interest in such property (except as expressly subject, in the case of property not constituting Pledged Securities, to Permitted Liens, and in the case of Pledged Securities, to Liens permitted by Section 7.2) security interest and Lien in such Collateral as required by the Guarantee and Collateral Agreement or any other Security Document6.02(e)), including (if applicable) the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or taking any other action by law or as may be reasonably requested by the LenderCollateral Agent. (b) With respect to any fee interest in any real property or any lease consisting of real property acquired or leased after the Closing Funds Availability Date by any Loan Party with an individual fair market value in excess of $250,000, promptly (other than any Excluded Assets and in any event Excluded Perfection Assets) within sixty ninety (6090) days of such after the acquisition or such longer period as approved by the Lender in its reasonable discretion): leasing thereof (i) execute and deliver a first priority Mortgage (subject only to Liens permitted by clauses (a), (f) and (g) of Section 6.02) or where appropriate under the circumstances, an amendment to an existing Mortgage, in each case in favor of the maximum principal Collateral Agent, for the benefit of the Senior Secured Parties, covering such real property, (ii) if requested by the Administrative Agent, provide the Senior Secured Parties with (x) either (1) (A) title insurance covering such real property in an amount of at least equal to the purchase price of such real property in jurisdictions that impose mortgage recording taxes (or such other amount as shall be reasonably specified by the Lender in jurisdictions that do not impose mortgage recording taxes), in favor of the Lender covering such real property, (iiAdministrative Agent) if requested by the Lender, provide the Lender with (1) title and extended coverage insurance (with such customary endorsements, coinsurance and reinsurance as the Lender may reasonably request) covering such real property, paid for by the Borrower and issued by a nationally recognized title insurance company, in an amount equal to the purchase price of such real property, (2) a current ALTA/NSPS survey thereof, paid for by the Borrower and in each case, including all improvements, easements and other customary matters thereon reasonably required by the Lender, together with a surveyor’s certificate and complying in all material respects with the minimum detail requirements of the American Land Title Association and National Society of Professional Surveyors as such requirements are in effect on the date of preparation of such survey, or an existing survey, in each case, sufficient for such title insurance company to remove all standard survey exceptions from the title insurance policy relating to such real property and issue the customary survey related endorsements or otherwise reasonably acceptable to the Lender, (3) flood insurance determination certificates, and if applicable, evidence that the applicable Loan Party has obtained flood insurance covering such property in an amount required for the Lender to be in compliance with the National Flood Insurance Act of 1968 and (4) such other documents as the Lender may reasonably request that are in the Borrower’s possession with respect to any such real property, and (iii) if requested by the Lender, deliver to the Lender legal opinions relating to such Mortgage, which opinions shall be in form and substance reasonably satisfactory to the Lender. Administrative Agent; and (cB) With a current ALTA survey thereof, complying with the requirements set forth in Schedule 5.10(b) together with a surveyor’s certificate (only with respect to any new direct or indirect Subsidiary that is created or acquired after the Closing Date by any Loan Party, promptly (and in any event within thirty (30) days or such longer period as approved by the Lender in its sole discretion): (i) execute and deliver to the Lender such supplements, joinders or amendments to the applicable Security Documents as the Lender deems reasonably necessary or advisable to grant to the Lender a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned directly or indirectly by such Loan Partyany power plant, (ii) deliver to the Lender such documents and instruments as may be required to grant, perfect, protect and ensure the priority of such security interest, including but not limited to, the certificates, if any, representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, any Control Agreement with respect to each Deposit Account or Securities Account (other than, in each case, Excluded Accounts)improved real property, and any Security Document (or any amendment, supplement or modification thereof) with respect to Intellectual Property (other than Excluded Assets), (iii) any other real property for which an ALTA survey was obtained when such property was acquired. Notwithstanding the foregoing, such Loan Party shall obtain or cause such new Subsidiary or to be obtained an ALTA survey complying with the requirements set forth in Schedule 5.10(b) together with a surveyor’s certificate for any Subsidiary formed for the purpose of acquiring any such Subsidiary (A) real property that becomes Collateral pursuant to become a party this section to the Guarantee extent that the title company will not remove the survey exception (or endorse over such exception) without an ALTA survey) or (2) where an amendment to an existing Mortgage has been delivered pursuant to clause (i) instead of a Mortgage, an endorsement to the existing title policy adding such property as an insured parcel, or a new title policy if the requirements in the state in which the real property is located do not allow for such an endorsement, and Collateral Agreement and other applicable Security Documents, (By) to take such actions as are any consents or estoppels reasonably deemed necessary or advisable by the Administrative Agent or the Collateral Agent in connection with such Mortgage or Mortgage amendment (to the opinion extent obtainable using commercially reasonable efforts), each of the Lender to grant to the Lender a perfected first priority security interest (subject to Liens permitted hereunder) foregoing in the Collateral described in the Guarantee form and Collateral Agreement or such other Security Documents, with respect to such Subsidiary, including the filing of UCC financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or as may be reasonably requested by the Lender and (C) to deliver to the Lender a customary certificate of such Subsidiary, in a form substance reasonably satisfactory to the LenderCollateral Agent, with appropriate insertions and attachments, and (iviii) if requested by the LenderAdministrative Agent, deliver to the Lender Administrative Agent and the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Lender. Notwithstanding Administrative Agent and the foregoingCollateral Agent, (iv) if requested by the Administrative Agent or the Collateral Agent, deliver to the Administrative Agent and the Collateral Agent a current appraisal of such real property or other valuation of such Loan Party’s interest therein in a form and by an appraiser reasonably acceptable to the Administrative Agent, (v) deliver to the Administrative Agent and the Collateral Agent a SFHDF with respect to such real property and, to the extent that the SFHDF indicates that such real property is in a Special Flood Hazard Area as designated by the Federal Emergency Management Agency, proof that adequate flood insurance, as required under the National Flood Insurance Program, has been obtained with respect to such real property and (vi) deliver evidence of zoning compliance satisfactory to the Collateral Agent or Administrative Agent. (c) With respect to (i) any new Subsidiary (other than the Collateral in which a Lien was previously granted an Excluded Subsidiary) created or required to be granted acquired by the Loan Parties, Borrower or any of the guarantees provided by the Loan PartiesRestricted Subsidiaries or (ii) any domestic Immaterial Subsidiary or domestic Unrestricted Subsidiary that is designated as a Restricted Subsidiary in accordance with Section 6.11, in each case, on after the Closing Date Funds Availability Date, within twenty (20) days of such creation, acquisition or pursuant designation the Borrower or the applicable Restricted Subsidiary shall (i) execute and deliver to Section 5.2the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent and the Collateral Agent deem necessary or reasonably advisable to grant to the Collateral Agent, for the Loan Parties shall not be required to deliver any Collateral or perfect benefit of the Lender’s Senior Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by any Loan Party (subject only to the Liens permitted by clause (e) of Section 6.02), (ii) deliver to the Collateral Agent any certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Restricted Subsidiary, (iii) cause such Subsidiary that is a wholly-owned Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, and (B) to take such actions necessary or advisable to grant to the Collateral Agent for the benefit of the Senior Secured Parties a perfected first priority security interest (subject, in the case of property not constituting Pledged Securities, to Permitted Liens, and in the case of Pledged Securities, to Liens permitted by Section 6.02(e)) in the Collateral described in the Guarantee and Collateral Agreement with respect to any such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by Applicable Law or as may be reasonably requested by the Administrative Agent and (except iv) if requested by the Administrative Agent, deliver to the extent perfection can Administrative Agent and the Collateral Agent legal opinions relating to the matters described above, which opinions shall be accomplished in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent and the Collateral Agent. (d) With respect to (i) any Foreign Subsidiary created or acquired after the Funds Availability Date and directly owned by filing UCC financing statementsany Loan Party or (ii) any foreign Immaterial Subsidiary or provide foreign Unrestricted Subsidiary that is designated as a Restricted Subsidiary in accordance with Section 6.11 and directly owned by any guarantee of the ObligationsLoan Party, in each case, if after the cost Funds Availability Date , promptly (and, in any event, within 30 days of delivering the creation or perfecting the lien in such Collateral or of providing such guarantee exceeds the benefit acquisition thereof) (A) execute and deliver to the Lender Administrative Agent and the Collateral Agent (which shall take into account any adverse tax consequences suffered x) such amendments to the Guarantee and Collateral Agreement as the Collateral Agent deems necessary or expected to be suffered by the Borrower or any Loan Party as reasonably advisable and/or (y) a result thereof)Foreign Pledge Agreement, in each case, as reasonably determined by the Lender, and (ii) other than case to grant to the Collateral in which a Lien was previously granted or required to be granted by Agent, for the Loan benefit of the Senior Secured Parties, or a perfected first priority security interest in the guarantees Capital Stock of such Foreign Subsidiary that is owned by any such Loan Party (subject only to the Liens permitted by clause (e) of Section 6.02 and provided by that in no event shall more than 65% of the Loan Parties, in each case, on the Closing Date or pursuant to Section 5.2, no total outstanding voting Capital Stock of any such Liens or guarantees shall Foreign Subsidiary be required to be provided so pledged), (B) if commercially reasonable, deliver to the Collateral Agent the certificates representing such Capital Stock, together with undated stock power, in blank, executed and delivered by any Subsidiary in any case in which (a duly authorized officer of the relevant Loan Party, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Collateral Agent’s security interest therein, and (C) if applicablerequested by the Administrative Agent, deliver to the extent that) Administrative Agent and the provision of such Lien or guarantee would violate applicable lawCollateral Agent legal opinions relating to the matters described above, which opinions shall be in each caseform and substance, as and from counsel, reasonably determined by satisfactory to the LenderAdministrative Agent and the Collateral Agent.

Additional Collateral, etc. (a) [Reserved]. (b) With respect to any Collateral fee interest in any Material Real Property acquired after the Closing Date by any Loan Party (other than Excluded Real Property), within 90 days (or such later date as may be agreed by the Administrative Agent) (i) give notice of such acquisition to the Collateral Agent and promptly execute and deliver a first priority Mortgage (subject to liens permitted by Section 7.3) in favor of the Collateral Agent for the benefit of the Secured Parties, covering such Real Property (provided that no Mortgage nor survey shall be required if the Administrative Agent determines in consultation with the Borrower that the costs of obtaining such Mortgage or survey are excessive in relation to the value of the security to be afforded thereby), (ii) if reasonably requested by the Collateral Agent (A) provide the Lenders with a lenders’ title insurance policy with extended coverage covering such Real Property in an amount at least equal to the purchase price of such Real Property (or such other amount as shall be reasonably specified by the Collateral Agent) as well as a current ALTA survey thereof, together with a surveyor’s certificate unless the title insurance policy referred to above shall not contain an exception for any matter shown by a survey (except to the extent an existing survey has been provided and specifically incorporated into such title insurance policy), each in form and substance reasonably satisfactory to the Collateral Agent, (B) use commercially reasonable efforts to obtain any consents or estoppels reasonably deemed necessary by the Collateral Agent, in connection with such Mortgage, each of the foregoing in form and substance reasonably satisfactory to the Collateral Agent and (C) provide to the Administrative Agent a “Life-of-Loan” Federal Emergency Management Agency standard flood hazard determination and if any portion of the improvements on the owned Property is currently or at any time in the future identified by the Federal Emergency Management Agency as an area having special flood hazards and in which flood insurance has been made available under the Lender does not have Flood Insurance Laws, (x) a perfected Lien that is notice about special flood hazard area status and flood disaster assistance duly executed by the Borrower or applicable Subsidiary Guarantor and (y) certificates of coverage under, and a declaration page relating to, the insurance policies required by Section 6.5(d) in form and substance satisfactory to the Guarantee Collateral Agent and (iii) if requested by the Collateral Agreement Agent deliver to the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agent. (excludingc) With respect to any new Domestic Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date (which, for the avoidance purposes of doubtthis paragraph, real propertyshall include any Subsidiary that ceases to be an Excluded Subsidiary) by any Loan Party, within 60 days (or such later date as may be agreed by the Administrative Agent), the Borrower will, and will cause each other Loan Party to, promptly: (i) give notice of such acquisition or creation to the Collateral Agent and, if requested by the Collateral Agent, execute and deliver to the Lender Collateral Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Lender Collateral Agent reasonably deems reasonably necessary or advisable to evidence that such Loan Party is a Guarantor and to grant to the Lender Collateral Agent for the benefit of the Secured Parties a perfected security interest in such Collateral and (ii) take all actions necessary or advisable in the reasonable opinion of the Lender to grant to the Lender a perfected first priority (except as expressly permitted by Section 7.2) security interest and Lien in such Collateral as extent required by the Guarantee Security Documents and Collateral Agreement or any other Security Document, including (if applicable) with the filing of Uniform Commercial Code financing statements in such jurisdictions as may be priority required by the Guarantee and Collateral Agreement or taking any other action as reasonably requested by the Lender. (bSection 4.17) With respect to any fee interest in any real property acquired after the Closing Date by any Loan Party with an individual fair market value in excess of $250,000, promptly (and in any event within sixty (60) days of such acquisition or such longer period as approved by the Lender in its reasonable discretion): (i) execute and deliver a first priority Mortgage in the maximum principal amount of the purchase price of such real property in jurisdictions that impose mortgage recording taxes (or such other amount as shall be reasonably specified by the Lender in jurisdictions that do not impose mortgage recording taxes), in favor of the Lender covering such real property, (ii) if requested by the Lender, provide the Lender with (1) title and extended coverage insurance (with such customary endorsements, coinsurance and reinsurance as the Lender may reasonably request) covering such real property, paid for by the Borrower and issued by a nationally recognized title insurance company, in an amount equal to the purchase price of such real property, (2) a current ALTA/NSPS survey thereof, paid for by the Borrower and in each case, including all improvements, easements and other customary matters thereon reasonably required by the Lender, together with a surveyor’s certificate and complying in all material respects with the minimum detail requirements of the American Land Title Association and National Society of Professional Surveyors as such requirements are in effect on the date of preparation of such survey, or an existing survey, in each case, sufficient for such title insurance company to remove all standard survey exceptions from the title insurance policy relating to such real property and issue the customary survey related endorsements or otherwise reasonably acceptable to the Lender, (3) flood insurance determination certificates, and if applicable, evidence that the applicable Loan Party has obtained flood insurance covering such property in an amount required for the Lender to be in compliance with the National Flood Insurance Act of 1968 and (4) such other documents as the Lender may reasonably request that are in the Borrower’s possession with respect to any such real property, and (iii) if requested by the Lender, deliver to the Lender legal opinions relating to such Mortgage, which opinions shall be in form and substance reasonably satisfactory to the Lender. (c) With respect to any new direct or indirect Subsidiary that is created or acquired after the Closing Date by any Loan Party, promptly (and in any event within thirty (30) days or such longer period as approved by the Lender in its sole discretion): (i) execute and deliver to the Lender such supplements, joinders or amendments to the applicable Security Documents as the Lender deems reasonably necessary or advisable to grant to the Lender a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned directly or indirectly by such Loan Party, (ii) deliver to the Lender such documents and instruments as may be required to grant, perfect, protect and ensure the priority of such security interest, including but not limited to, Collateral Agent the certificates, if any, representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant such Loan Party, any Control Agreement with respect to each Deposit Account or Securities Account (other than, in each case, Excluded Accounts), and any Security Document (or any amendment, supplement or modification thereof) with respect to Intellectual Property (other than Excluded Assets), (iii) cause such new Subsidiary or any Subsidiary formed for the purpose of acquiring any such Subsidiary (A) to become a party to the Guarantee and Collateral Agreement and other applicable Security Documents, (B) to take such actions as are reasonably necessary or advisable in the opinion of the Lender to grant to the Lender Collateral Agent for the benefit of the Secured Parties a perfected first priority security interest (subject to Liens permitted hereunderthe extent required by the Security Documents and with the priority required by Section 4.17) in the Collateral described in the Guarantee and Collateral Agreement or such other Security Documents, with respect to such new Subsidiary, including including, without limitation, the filing of UCC Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Lender and (C) to deliver to the Lender a customary certificate of such Subsidiary, in a form reasonably satisfactory to the Lender, with appropriate insertions and attachments, Collateral Agent and (iv) if requested by upon the Lenderreasonable request of the Collateral Agent, deliver to the Lender Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substancesubstance similar to the opinions delivered at the Closing Date. (d) With respect to any Capital Stock of any new First Tier Foreign Subsidiary or Foreign Subsidiary Holding Company (other than Excluded Capital Stock) that is created or acquired after the Closing Date by any Loan Party, within 60 days (or such later date as may be agreed by the Administrative Agent) (i) give notice of such acquisition or creation to the Collateral Agent and, if requested by the Collateral Agent, execute and deliver to the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Collateral Agent deems necessary or reasonably advisable in order to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected security interest (to the extent required by the Security Documents and with the priority required by Section 4.17) in the Capital Stock of such new Subsidiary (other than any Excluded Capital Stock) that is owned by such Loan Party and (ii) deliver to the Collateral Agent the certificates, if any, representing such Capital Stock (other than any Excluded Capital Stock), together with undated stock powers, in blank, executed and delivered by a duly authorized officer of such Loan Party, and from counseltake such other action as may be necessary or, reasonably satisfactory in the reasonable opinion of the Collateral Agent, desirable to perfect or ensure appropriate priority the Lien of the Collateral Agent thereon. (e) Notwithstanding anything in this Section 6.8 to the Lendercontrary, neither the Borrower nor any of its Restricted Subsidiaries shall be required to take any actions in order to perfect the security interest in the Collateral granted to the Collateral Agent for the ratable benefit of the Secured Parties under the laws of any jurisdiction outside the United States. (f) Notwithstanding the foregoing, to the extent any new Restricted Subsidiary is created solely for the purpose of consummating a merger transaction pursuant to an acquisition permitted by Section 7.7, and such new Subsidiary at no time holds any assets or liabilities other than any merger consideration contributed to it contemporaneously with the closing of such merger transaction, such new Subsidiary shall not be required to take the actions set forth in Section 6.8(c) or 6.8(d), as applicable, until the respective acquisition is consummated. (g) From time to time the Loan Parties shall execute and deliver, or cause to be executed and delivered, such additional instruments, certificates or documents, and take all such actions, as the Collateral Agent may reasonably request for the purposes implementing or effectuating the provisions of this Agreement and the other Loan Documents, or of renewing the rights of the Secured Parties with respect to the Collateral as to which the Collateral Agent, for the ratable benefit of the Secured Parties, has a perfected Lien pursuant hereto or thereto, including, without limitation, filing any financing or continuation statements or financing change statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created thereby. Notwithstanding the foregoing, (i) other than the Collateral in which a Lien was previously granted or required to be granted by the Loan Parties, or the guarantees provided by the Loan Parties, in each case, on the Closing Date or pursuant to provisions of this Section 5.2, the Loan Parties 6.8 shall not be required apply to deliver any Collateral or perfect assets as to which the Lender’s Administrative Agent and the Borrower shall reasonably determine that the costs and burdens of obtaining a security interest with respect to any Collateral (except to therein or perfection thereof outweigh the extent perfection can be accomplished by filing UCC financing statements) or provide any guarantee value of the Obligations, in each case, if the cost of delivering or perfecting the lien in such Collateral or of providing such guarantee exceeds the benefit to the Lender (which shall take into account any adverse tax consequences suffered or expected to be suffered by the Borrower or any Loan Party as a result thereof), in each case, as reasonably determined by the Lender, and (ii) other than the Collateral in which a Lien was previously granted or required to be granted by the Loan Parties, or the guarantees provided by the Loan Parties, in each case, on the Closing Date or pursuant to Section 5.2, no such Liens or guarantees shall be required to be provided by any Subsidiary in any case in which (or, if applicable, to the extent that) the provision of such Lien or guarantee would violate applicable law, in each case, as reasonably determined by the Lendersecurity afforded thereby.

Additional Collateral, etc. (a) With respect to any Collateral Property acquired after the Closing Date by the Borrower or any Loan Party of its Restricted Subsidiaries (other than (x) any Property described in paragraph (b) or paragraph (c) of this Section, (y) any Property subject to a Lien expressly permitted by Section 7.03(g) and (z) Property acquired by an Excluded Foreign Subsidiary) as to which the Lender Collateral Agent, for the benefit of the Lenders, does not have a perfected Lien that is required by the Guarantee and Collateral Agreement (excludingLien, for the avoidance of doubt, real property), the Borrower will, and will cause each other Loan Party to, promptly: promptly (i) execute and deliver to the Lender Collateral Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Lender Collateral Agent reasonably deems reasonably necessary or advisable to evidence that such Loan Party is a Guarantor and to grant to the Lender Collateral Agent, for the benefit of the Lenders, a security interest in such Collateral Property and (ii) take all actions necessary or advisable in the reasonable opinion of the Lender to grant to the Lender Collateral Agent, for the benefit of the Lenders, a perfected first priority (except as expressly permitted by Section 7.2) security interest and Lien in such Collateral as required by the Guarantee and Collateral Agreement or any other Security DocumentProperty, including (if applicable) the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or taking any other action by law or as reasonably may be requested by the LenderCollateral Agent. (b) With respect to any fee interest in any real property having a value (together with improvements thereof) of at least $500,000 acquired after the Closing Date by the Borrower or any Loan Party with of its Restricted Subsidiaries (other than any such real property owned by an individual fair market value in excess of $250,000Excluded Foreign Subsidiary or subject to a Lien expressly permitted by Section 7.03(g)), promptly (and in any event within sixty (60) days of such acquisition or such longer period as approved by the Lender in its reasonable discretion): (i) execute and deliver a first priority Mortgage in favor of the maximum principal Collateral Agent, for the benefit of the Lenders, covering such real property, (ii) if requested by the Collateral Agent, provide the Lenders with (x) title and extended coverage insurance covering such real property in an amount of at least equal to the purchase price of such real property in jurisdictions that impose mortgage recording taxes (or such other amount as shall be reasonably specified by the Lender in jurisdictions that do not impose mortgage recording taxes), in favor of the Lender covering such real property, (iiCollateral Agent) if requested by the Lender, provide the Lender with (1) title and extended coverage insurance (with such customary endorsements, coinsurance and reinsurance as the Lender may reasonably request) covering such real property, paid for by the Borrower and issued by a nationally recognized title insurance company, in an amount equal to the purchase price of such real property, (2) well as a current ALTA/NSPS ALTA survey thereof, paid for by the Borrower and in each case, including all improvements, easements and other customary matters thereon reasonably required by the Lender, together with a surveyor’s certificate and complying (y) any consents or estoppels reasonably deemed necessary or advisable by the Collateral Agent in all material respects connection with the minimum detail requirements such Mortgage, each of the American Land Title Association foregoing in form and National Society of Professional Surveyors as such requirements are in effect on the date of preparation of such survey, or an existing survey, in each case, sufficient for such title insurance company to remove all standard survey exceptions from the title insurance policy relating to such real property and issue the customary survey related endorsements or otherwise substance reasonably acceptable satisfactory to the Lender, (3) flood insurance determination certificates, and if applicable, evidence that the applicable Loan Party has obtained flood insurance covering such property in an amount required for the Lender to be in compliance with the National Flood Insurance Act of 1968 and (4) such other documents as the Lender may reasonably request that are in the Borrower’s possession with respect to any such real property, Administrative Agent and (iii) if requested by the LenderCollateral Agent, deliver to the Lender legal opinions relating to such Mortgage, which opinions shall be in form and substance reasonably satisfactory to the Lender. (c) With respect to any new direct or indirect Subsidiary that is created or acquired after the Closing Date by any Loan Party, promptly (and in any event within thirty (30) days or such longer period as approved by the Lender in its sole discretion): (i) execute and deliver to the Lender such supplements, joinders or amendments to the applicable Security Documents as the Lender deems reasonably necessary or advisable to grant to the Lender a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned directly or indirectly by such Loan Party, (ii) deliver to the Lender such documents and instruments as may be required to grant, perfect, protect and ensure the priority of such security interest, including but not limited to, the certificates, if any, representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, any Control Agreement with respect to each Deposit Account or Securities Account (other than, in each case, Excluded Accounts), and any Security Document (or any amendment, supplement or modification thereof) with respect to Intellectual Property (other than Excluded Assets), (iii) cause such new Subsidiary or any Subsidiary formed for the purpose of acquiring any such Subsidiary (A) to become a party to the Guarantee and Collateral Agreement and other applicable Security Documents, (B) to take such actions as are reasonably necessary or advisable in the opinion of the Lender to grant to the Lender a perfected first priority security interest (subject to Liens permitted hereunder) in the Collateral described in the Guarantee and Collateral Agreement or such other Security Documents, with respect to such Subsidiary, including the filing of UCC financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or as may be reasonably requested by the Lender and (C) to deliver to the Lender a customary certificate of such Subsidiary, in a form reasonably satisfactory to the Lender, with appropriate insertions and attachments, and (iv) if requested by the Lender, deliver to the Lender Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Lender. Notwithstanding the foregoing, Collateral Agent. (ic) With respect to any new Restricted Subsidiary (other than the Collateral in which a Lien was previously granted an Excluded Foreign Subsidiary) created or required to be granted by the Loan Parties, or the guarantees provided by the Loan Parties, in each case, on acquired after the Closing Date or (which, for the purposes of this paragraph, shall include any existing Subsidiary that ceases to be an Excluded Foreign Subsidiary and any Unrestricted Subsidiary that is redesignated as a Restricted Subsidiary pursuant to Section 5.26.11(l)), the Loan Parties shall not be required to deliver any Collateral or perfect the Lender’s security interest with respect to any Collateral (except to the extent perfection can be accomplished by filing UCC financing statements) or provide any guarantee of the Obligations, in each case, if the cost of delivering or perfecting the lien in such Collateral or of providing such guarantee exceeds the benefit to the Lender (which shall take into account any adverse tax consequences suffered or expected to be suffered by the Borrower or any Loan Party of its Restricted Subsidiaries, promptly (i) execute and deliver to the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Collateral Agent reasonably deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Lenders, a result thereofperfected first priority security interest in the Capital Stock of such new Restricted Subsidiary that is owned by the Borrower or any of its Restricted Subsidiaries, (ii) deliver to the Collateral Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Subsidiary, as the case may be, (iii) cause such new Restricted Subsidiary (A) to become a party to the Guarantee and Collateral Agreement and (B) to take such actions necessary or advisable to grant to the Collateral Agent for the benefit of the Lenders a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement (subject to Liens permitted by Section 7.02) with respect to such new Restricted Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Collateral Agent, and (iv) if requested by the Collateral Agent, deliver to the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agent. (d) With respect to any new Excluded Foreign Subsidiary created or acquired after the Closing Date by the Borrower or any of its Restricted Subsidiaries (other than any Excluded Foreign Subsidiaries), promptly (i) execute and deliver to the Collateral Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Collateral Agent reasonably deems necessary or advisable in each caseorder to grant to the Collateral Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new Restricted Subsidiary that is owned by the Borrower or any of its Subsidiaries (other than any Excluded Foreign Subsidiaries), (provided that in no event shall more than 65% of the total outstanding Capital Stock of any such new Excluded Foreign Subsidiary be required to be so pledged), (ii) deliver to the Collateral Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Restricted Subsidiary, as reasonably determined the case may be, and take such other action as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect the Lien of the Collateral Agent thereon, and (iii) if requested by the LenderCollateral Agent, deliver to the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agent. (e) Promptly upon the request of the Collateral Agent, Borrower shall establish a cash management system subject to a depositary agreement satisfactory to the Collateral Agent whereby lock boxes, lock box accounts, and concentration accounts are established and maintained under the sole dominion and control of the Collateral Agent, into which all payments on and proceeds of (i) Private Accounts, and (ii) other than the Collateral in which a Lien was previously granted or required to be granted by the Loan Parties, or the guarantees provided by the Loan Parties, in each case, on the Closing Date or pursuant to Section 5.2, no such Liens or guarantees shall be required to be provided by any Subsidiary in any case in which (or, if applicable, to the extent that) the provision of such Lien or guarantee would violate permitted and in a manner consistent with all applicable lawlaws and regulations, in each caseGovernment Receivables, as reasonably determined by the Lendershall be deposited and from which all collected funds will be transferred.

Additional Collateral, etc. (a) With respect Subject to clause (d) below, upon the formation or the Permitted Acquisition of any Collateral acquired after the Closing Date by new direct or indirect Subsidiary (excluding any Loan Party as to which the Lender does not have a perfected Lien Excluded Domestic Subsidiary, Excluded Foreign Subsidiary, or any Subsidiary that is held directly or indirectly by an Excluded Foreign Subsidiary), or upon the occurrence of any Excluded Domestic Subsidiary acquired as an Investment under Section 7.7(k) becoming or required by to be included in the Guarantee and Collateral Agreement (excluding, definition of “Material Subsidiary” in order for the avoidance of doubt, real property)Borrower to comply with such definition, the Borrower willshall, and will cause each other Loan Party to, promptly: at the Borrower’s expense: (i) on or before the date on which the Compliance Certificate in the immediately succeeding fiscal quarter is due (the “Compliance Certificate Delivery Date”) (but within 15 days after such formation or acquisition if an Event of Default exists), cause such Subsidiary to duly execute and deliver to the Lender such amendments Administrative Agent (with a copy to counsel to the Administrative Agent) a supplement to the Guarantee and Collateral Agreement or the Limited Guarantee Agreement (or if required by the Administrative Agent, to execute and deliver a limited guarantee agreement in form substantially similar to the Limited Guarantee Agreement or otherwise reasonably acceptable to the Administrative Agent), as applicable, in form and substance reasonably satisfactory to the Administrative Agent, guaranteeing the other Loan Parties’ obligations under the Loan Documents, (ii) on or before the Compliance Certificate Delivery Date (but within 15 days after such other documents as formation or acquisition if an Event of Default exists), furnish to the Lender deems Administrative Agent a description of the real and personal properties of such Subsidiary, in detail reasonably satisfactory to the Administrative Agent, (iii) on or before the Compliance Certificate Delivery Date (but within 15 days after such formation or acquisition if an Event of Default exists), cause such Subsidiary to duly execute and deliver to the Administrative Agent (with a copy to counsel to the Administrative Agent) deeds of trust, trust deeds, deeds to secure debt, mortgages, supplements to the Pledge and Security Agreement and, to the extent necessary or advisable to evidence that such Loan Party is a Guarantor in the Administrative Agent’s reasonable opinion, other Security Documents, as reasonably requested by and to grant in form and substance reasonably satisfactory to the Lender Administrative Agent (including delivery of all Pledged Stock in and of such Subsidiary and 65% of all Pledged Stock of any such Excluded Foreign Subsidiary), securing payment of all the obligations of the other Loan Parties and of such Subsidiary or such parent, as the case may be, under the Loan Documents and constituting Liens on all such real and personal properties; provided however that (1) the execution, delivery and recordation of deeds of trust, mortgages and similar documents granting a security interest in such Collateral lien on real property interests and (ii2) the execution and delivery of landlord waivers and access agreements shall, in each case, be required only after the occurrence and during the continuance of an Event of Default; (iv) on or before the Compliance Certificate Delivery Date (but within 15 days after such formation or acquisition if an Event of Default exists), cause such Subsidiary (A) if it is not a corporation, to deliver an officer’s certificate certifying as to its organizational documents in form and substance reasonably satisfactory to the Administrative Agent, and (B) (if it has not already done so) to take all actions whatever action (including, the filing of Uniform Commercial Code financing statements, the giving of notices, the endorsement of notices on title documents, and after the occurrence and during of an Event of Default, the recording of mortgages) may be necessary or advisable in the reasonable opinion of the Lender Administrative Agent to grant vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and subsisting Liens on the properties purported to be subject to the Lender deeds of trust, trust deeds, deeds to secure debt, mortgages, supplements to Pledge and Security Agreement and Security Documents delivered pursuant to this Section 6.8, enforceable against all third parties in accordance with their terms, (v) within 60 days after the reasonable request of the Administrative Agent, deliver to the Administrative Agent a perfected first priority signed copy of a favorable opinion, addressed to the Administrative Agent and the Lenders, of counsel for the Loan Parties reasonably acceptable to the Administrative Agent as to the matters contained in clauses (except i), (iii) and (iv) above, and as expressly permitted by Section 7.2to such other matters as the Administrative Agent may reasonably request, and (vi) security interest as promptly as practicable after such formation or acquisition, deliver, upon the reasonable request of the Administrative Agent after the occurrence and Lien in such Collateral as required continuance of an Event of Default, to the Administrative Agent with respect to each parcel of real property owned or held by the Guarantee entity that is the subject of such formation or acquisition title reports, surveys and Collateral Agreement engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance reasonably satisfactory to the Administrative Agent, provided, however, that to the extent that any Loan Party or any other Security Documentof its Subsidiaries shall have otherwise received any of the foregoing items with respect to such real property, including (if applicable) such items shall, promptly after the filing of Uniform Commercial Code financing statements in such jurisdictions as may receipt thereof, be required by delivered to the Guarantee and Collateral Agreement or taking any other action as reasonably requested by the LenderAdministrative Agent. (b) With respect Subject to clause (d) below, upon the acquisition of any fee interest in any real property acquired after the Closing Date by any Loan Party with an individual fair market value Party, if such property, in excess the reasonable judgment of $250,000the Administrative Agent, promptly (and in any event within sixty (60) days of such acquisition or such longer period as approved by the Lender in its reasonable discretion): (i) execute and deliver shall not already be subject to a perfected first priority Mortgage in the maximum principal amount of the purchase price of such real property in jurisdictions that impose mortgage recording taxes (or such other amount as shall be reasonably specified by the Lender in jurisdictions that do not impose mortgage recording taxes), security interest in favor of the Lender covering Administrative Agent for the benefit of the Secured Parties, then the Borrower shall, at the Borrower’s expense and upon the Administrative Agent’s request: (i) on or before the Compliance Certificate Delivery Date (but within 15 days after such real propertyacquisition if an Event of Default exists), furnish to the Administrative Agent a description of the property so acquired in detail reasonably satisfactory to the Administrative Agent, (ii) on or before the Compliance Certificate Delivery Date (but within 15 days after such acquisition if requested by the Lenderan Event of Default exists), provide the Lender with (1) title and extended coverage insurance (with such customary endorsements, coinsurance and reinsurance as the Lender may reasonably request) covering such real property, paid for by the Borrower and issued by a nationally recognized title insurance company, in an amount equal to the purchase price of such real property, (2) a current ALTA/NSPS survey thereof, paid for by the Borrower and in each case, including all improvements, easements and other customary matters thereon reasonably required by the Lender, together with a surveyor’s certificate and complying in all material respects with the minimum detail requirements of the American Land Title Association and National Society of Professional Surveyors as such requirements are in effect on the date of preparation of such survey, or an existing survey, in each case, sufficient for such title insurance company to remove all standard survey exceptions from the title insurance policy relating to such real property and issue the customary survey related endorsements or otherwise reasonably acceptable to the Lender, (3) flood insurance determination certificates, and if applicable, evidence that cause the applicable Loan Party has obtained flood insurance covering such property in an amount required for the Lender to be in compliance with the National Flood Insurance Act of 1968 duly execute and (4) such other documents as the Lender may reasonably request that are in the Borrower’s possession with respect to any such real property, and (iii) if requested by the Lender, deliver to the Lender legal opinions relating Administrative Agent deeds of trust, trust deeds, deeds to such Mortgagesecure debt, which opinions shall be mortgages, supplements to the Pledge and Security Agreement and, to the extent necessary or advisable in the Administrative Agent’s reasonable opinion, other Security Documents, as reasonably requested by and in form and substance reasonably satisfactory to the Lender. (c) With respect to any new direct or indirect Subsidiary that is created or acquired after Administrative Agent, securing payment of all the Closing Date by any Loan Party, promptly (and in any event within thirty (30) days or such longer period as approved by the Lender in its sole discretion): (i) execute and deliver to the Lender such supplements, joinders or amendments to Obligations of the applicable Security Loan Party under the Loan Documents as and constituting Liens on all such properties; provided however that (1) the Lender deems reasonably necessary or advisable to grant to execution, delivery and recordation of deeds of trust, mortgages and similar documents granting a lien on real property interests and (2) the Lender a perfected first priority security interest in the Capital Stock execution and delivery of such new Subsidiary that is owned directly or indirectly by such Loan Party, (ii) deliver to the Lender such documents landlord waivers and instruments as may be required to grant, perfect, protect and ensure the priority of such security interest, including but not limited to, the certificates, if any, representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, any Control Agreement with respect to each Deposit Account or Securities Account (other thanaccess agreements shall, in each case, Excluded Accounts), be required only upon the request of the Administrative Agent after the occurrence and any Security Document (or any amendment, supplement or modification thereof) with respect to Intellectual Property (other than Excluded Assets), during the continuance of an Event of Default, (iii) on or before the Compliance Certificate Delivery Date (but within 15 days after such acquisition if an Event of Default exists), cause such new Subsidiary or any Subsidiary formed for the purpose of acquiring any such Subsidiary (A) to become a party to the Guarantee and Collateral Agreement and other applicable Security Documents, (B) Loan Party to take such actions as are reasonably necessary or advisable in the opinion of the Lender to grant to the Lender a perfected first priority security interest whatever action (subject to Liens permitted hereunder) in the Collateral described in the Guarantee and Collateral Agreement or such other Security Documents, with respect to such Subsidiary, including the filing of UCC financing statements in such jurisdictions as statements, the giving of notices, the endorsement of notices on title documents, and after the occurrence and during of an Event of Default, the recording of mortgages) may be required necessary or advisable in the reasonable opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and subsisting Liens on such property, enforceable against all third parties, (iv) within 60 days after the Guarantee and Collateral Agreement or as may be reasonably requested by reasonable request of the Lender and (C) to Administrative Agent, deliver to the Lender Administrative Agent a customary certificate signed copy of a favorable opinion, addressed to the Administrative Agent and the Lenders, of counsel for the Loan Parties reasonably acceptable to the Administrative Agent as to the matters contained in clauses (ii) and (iii) above and as to such Subsidiaryother matters as the Administrative Agent may reasonably request, and (v) as promptly as practicable after any acquisition of a material fee or material leasehold interest in a real property, deliver, upon the reasonable request of the Administrative Agent after the occurrence and continuance of an Event of Default, to the Administrative Agent with respect to such real property title reports, surveys and engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance reasonably satisfactory to the LenderAdministrative Agent, provided, however, that to the extent that any Loan Party or any of its Subsidiaries shall have otherwise received any of the foregoing items with appropriate insertions respect to such real property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent, (c) At any time upon reasonable request of the Administrative Agent, promptly execute and attachmentsdeliver any and all further instruments and documents and take all such other action as the Administrative Agent may reasonably deem necessary or desirable in obtaining the full benefits of, or (as applicable) in perfecting and preserving the Liens of, such guaranties, deeds of trust, trust deeds, deeds to secure debt, mortgages, supplements to the Pledge and Security Agreement and other security and pledge agreements. (d) Notwithstanding anything herein or in any other Loan Document to the contrary, neither the Borrower nor any of its Subsidiaries shall at any time prior to the occurrence and the continuance of an Event of Default be required to grant or perfect a security interest in favor of the Administrative Agent for the benefit of the Secured Parties in (i) Excluded Property (as such term is defined in the Security Agreement), (ii) fee interests in any real property with a fair market value not in excess of $2,500,000, and (iviii) if requested by the Lender, deliver to the Lender legal opinions relating to the matters described above, which opinions shall be any leasehold interests in form and substance, and from counsel, reasonably satisfactory to the Lender. Notwithstanding the foregoing, (i) other than the Collateral real property with a fair market value not in which a Lien was previously granted or required to be granted by the Loan Parties, or the guarantees provided by the Loan Parties, in each case, on the Closing Date or pursuant to Section 5.2, the Loan Parties shall not be required to deliver any Collateral or perfect the Lender’s security interest with respect to any Collateral (except to the extent perfection can be accomplished by filing UCC financing statements) or provide any guarantee excess of the Obligations, in each case, if the cost of delivering or perfecting the lien in such Collateral or of providing such guarantee exceeds the benefit to the Lender (which shall take into account any adverse tax consequences suffered or expected to be suffered by the Borrower or any Loan Party as a result thereof), in each case, as reasonably determined by the Lender, and (ii) other than the Collateral in which a Lien was previously granted or required to be granted by the Loan Parties, or the guarantees provided by the Loan Parties, in each case, on the Closing Date or pursuant to Section 5.2, no such Liens or guarantees shall be required to be provided by any Subsidiary in any case in which (or, if applicable, to the extent that) the provision of such Lien or guarantee would violate applicable law, in each case, as reasonably determined by the Lender$5,000,000 individually.

Additional Collateral, etc. (a) With respect to any Collateral property acquired after the Closing Date by any Loan Party (other than (w) any property described in paragraph (b), (c) or (d) below, (x) any property subject to a Lien expressly permitted by Section 7.3(g), (y) so long as the Term Loan Obligations Payment Date has not occurred, any Term Loan Priority Collateral as to which the Lender Term Loan Representative determines, in its reasonable discretion and in consultation with the Borrower, that the cost of obtaining a security interest therein is excessive in relation to the value of the security to be afforded thereby) and (z) any property (other than Term Loan Priority Collateral) as to which the Administrative Agent determines, in its reasonable discretion and in consultation with the Borrower, that the cost of obtaining a security interest therein is excessive in relation to the value of the security to be afforded thereby) as to which the Administrative Agent, for the benefit of the Secured Parties, does not have a perfected Lien that is required by the Guarantee and Collateral Agreement (excludingLien, for the avoidance of doubt, real property), the Borrower will, and will cause each other Loan Party to, promptly: promptly (i) execute and deliver to the Lender Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Lender Administrative Agent deems reasonably necessary or reasonably advisable to evidence that such Loan Party is a Guarantor and to grant to the Lender Administrative Agent, for the benefit of the Secured Parties, a security interest in such Collateral property and (ii) take all actions necessary or reasonably advisable in the reasonable opinion of the Lender to grant to the Lender Administrative Agent, for the benefit of the Secured Parties, a perfected first priority (except as expressly permitted by Section 7.2) security interest and Lien in such Collateral as property with the priority required by the Guarantee and Collateral Agreement or any other Security DocumentIntercreditor Agreement, including (if applicablex) the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or taking any other action by law or as reasonably may be requested by the LenderAdministrative Agent and (y) filing and recording of intellectual property security agreements with the United States Patent and Trademark Office and the United States Copyright Office, as applicable. (b) With respect to any fee interest in any real property having a value (together with improvements thereof) of at least $10,000,000 acquired after the Closing Date by any Loan Party with an individual fair market value (including a Person that owns such real property and becomes a Loan Party pursuant to this Section 6.10) (other than (i) any such real property subject to a Lien expressly permitted by Section 7.3(g) and (ii) any real property as to which the Administrative Agent (or, so long as the Term Loan Obligations Payment Date has not occurred, the Term Loan Representative) determines, in excess of $250,000, promptly (its reasonable discretion and in any event consultation with the Borrower, that the cost of obtaining a security interest therein is excessive in relation to the value of the security to be afforded thereby), within sixty (60) days of such after the acquisition thereof (or such longer period later date as approved by the Lender Administrative Agent (or, so long as the Term Loan Obligations Payment Date has not occurred, the Term Loan Representative) shall agree to in its reasonable sole discretion): (i) execute and deliver a first priority to the Administrative Agent the documents and instruments required under Section 5.1(k) of the Existing Credit Agreement (including any legal opinions as the Administrative Agent may reasonably request). Notwithstanding the foregoing, the Administrative Agent shall not enter into any Mortgage in respect of any real property acquired by any Loan Party after the maximum principal amount of Closing Date until the purchase price date that is (a) if such real property is not located in a “special flood hazard area”, ten (10) Business Days or (b) if such real property is located in a “special flood hazard area”, twenty (20) days, after the Administrative Agent has delivered to the Lenders the following documents in respect of such real property in jurisdictions that impose mortgage recording taxes property: (or such other amount as shall be reasonably specified by the Lender in jurisdictions that do not impose mortgage recording taxes), in favor of the Lender covering such real property, i) a completed flood hazard determination from a third party vendor; (ii) if requested by the Lender, provide the Lender with (1) title and extended coverage insurance (with such customary endorsements, coinsurance and reinsurance as the Lender may reasonably request) covering such real property, paid for by the Borrower and issued by a nationally recognized title insurance company, in an amount equal to the purchase price of such real property, (2) a current ALTA/NSPS survey thereof, paid for by the Borrower and in each case, including all improvements, easements and other customary matters thereon reasonably required by the Lender, together with a surveyor’s certificate and complying in all material respects with the minimum detail requirements of the American Land Title Association and National Society of Professional Surveyors as such requirements are in effect on the date of preparation of such survey, or an existing survey, in each case, sufficient for such title insurance company to remove all standard survey exceptions from the title insurance policy relating to such real property and issue the customary survey related endorsements or otherwise reasonably acceptable to the Lenderis located in a “special flood hazard area”, (3A) flood insurance determination certificates, and if applicable, evidence that a notification to the applicable Loan Party has obtained Parties of that fact and (if applicable) notification to the applicable Loan Parties that flood insurance covering such property in an amount required for the Lender to be in compliance with the National Flood Insurance Act of 1968 coverage is not available and (4B) evidence of the receipt by the applicable Loan Parties of such other documents as the Lender may reasonably request that are in the Borrower’s possession with respect to any such real property, notice; and (iii) if requested required by the LenderFlood Laws, deliver to the Lender legal opinions relating to such Mortgage, which opinions shall be in form and substance reasonably satisfactory to the Lenderevidence of required flood insurance. (c) With respect to any new direct Domestic Subsidiary (other than any Immaterial Subsidiary, any CFC Holding Company or indirect any Subsidiary that is of a Foreign Subsidiary or of a CFC Holding Company) created or acquired after the Closing Date by any Loan PartyParty (which, promptly for the purposes of this paragraph (c), shall include (1) any existing Subsidiary (other than an Immaterial Subsidiary) that becomes a Domestic Subsidiary that is not a CFC Holding Company or a Subsidiary of a Foreign Subsidiary or a CFC Holding Company and (2) any existing Subsidiary that ceases to be an Immaterial Subsidiary (and in any event that is not a CFC Holding Company)), within thirty (30) days after the creation or acquisition of such new Domestic Subsidiary (or such longer period later date as approved by the Lender Administrative Agent (or, so long as the Term Loan Obligations Payment Date has not occurred, the Term Loan Representative) shall agree to in its sole discretion): ) (i) execute and deliver to the Lender Administrative Agent such supplements, joinders or amendments to the applicable Security Documents Guarantee and Collateral Agreement as the Lender Administrative Agent deems reasonably necessary or reasonably advisable to grant to the Lender Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest with the priority required by the Intercreditor Agreement in the Capital Stock of such new Subsidiary that is owned directly or indirectly by such any Loan Party, (ii) subject to the Intercreditor Agreement, deliver to the Lender such documents and instruments as may be required to grant, perfect, protect and ensure Administrative Agent the priority of such security interest, including but not limited to, the certificates, if any, certificates representing such Capital Stock, together with undated stock powersendorsements, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, any Control Agreement with respect to each Deposit Account or Securities Account (other than, in each case, Excluded Accounts), and any Security Document (or any amendment, supplement or modification thereof) with respect to Intellectual Property (other than Excluded Assets), (iii) cause such new Subsidiary or any Subsidiary formed for the purpose of acquiring any such Subsidiary (A) to become a party to the Guarantee and Collateral Agreement and other applicable Security DocumentsAgreement, (B) to take such actions as are reasonably necessary or reasonably advisable in the opinion of the Lender to grant to the Lender Administrative Agent for the benefit of the Secured Parties a perfected first priority security interest (subject to Liens permitted hereunder) with the priority required by the Intercreditor Agreement in the Collateral described in the Guarantee and Collateral Agreement or such other Security Documents, with respect to such new Subsidiary, including the filing of UCC Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Lender Administrative Agent and (C) subject to the Intercreditor Agreement, to deliver to the Lender Administrative Agent a customary certificate of such Subsidiary, substantially in a the form reasonably satisfactory to the Lenderof Exhibit C, with appropriate insertions and attachments, and (iv) if requested by the LenderAdministrative Agent, deliver to the Lender Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Lender. Notwithstanding Administrative Agent. (d) With respect to any new CFC Holding Company or Foreign Subsidiary created or acquired after the foregoingClosing Date by any Loan Party (which, for the purposes of this paragraph (d), shall include any existing Subsidiary that becomes a CFC Holding Company or a Foreign Subsidiary), within sixty (60) days after the creation or acquisition of such new CFC Holding Company or Foreign Subsidiary (or such later date as the Administrative Agent (or, so long as the Term Loan Obligations Payment Date has not occurred, the Term Loan Representative) shall agree to in its sole discretion) (i) other than execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral in which a Lien was previously granted Agreement as the Administrative Agent deems necessary or required reasonably advisable to be granted by grant to the Loan Administrative Agent, for the benefit of the Secured Parties, or the guarantees provided by the Loan Parties, in each case, on the Closing Date or pursuant to Section 5.2, the Loan Parties shall not be required to deliver any Collateral or perfect the Lender’s a perfected security interest with respect to the priority required by the Intercreditor Agreement in the Capital Stock of such CFC Holding Company or Foreign Subsidiary that is owned by any Collateral such Loan Party (except to the extent perfection can be accomplished by filing UCC financing statements) or provide any guarantee provided that in no event shall more than 65% of the Obligations, in each case, if the cost total outstanding voting Capital Stock of delivering any such CFC Holding Company or perfecting the lien in such Collateral or of providing such guarantee exceeds the benefit to the Lender (which shall take into account any adverse tax consequences suffered or expected to be suffered by the Borrower or any Loan Party as a result thereof), in each case, as reasonably determined by the Lender, and (ii) other than the Collateral in which a Lien was previously granted or required to be granted by the Loan Parties, or the guarantees provided by the Loan Parties, in each case, on the Closing Date or pursuant to Section 5.2, no such Liens or guarantees shall Foreign Subsidiary be required to be provided by any Subsidiary in any case in which so pledged), (or, if applicable, ii) subject to the extent that) Intercreditor Agreement, deliver to the provision of Administrative Agent the certificates representing such Lien or guarantee would violate applicable lawpledged Capital Stock, together with undated stock powers, in each caseblank, executed and delivered by a duly authorized officer of the relevant Loan Party and take such other action as the Administrative Agent deems necessary or reasonably determined by advisable to perfect the LenderAdministrative Agent’s security interest therein.

Additional Collateral, etc. (a) With respect to any Collateral property acquired after the Closing Date by any Loan Party (other than (w) any property described in paragraph (b), (c) or (d) below, (x) any property subject to a Lien expressly permitted by Section 8.3(g) (solely to the extent the terms of such Indebtedness relating to such Lien prohibit the granting of a Lien to secure the Obligations), (y) any property acquired by any Excluded Subsidiary and (z) any Foreign Intellectual Property) as to which the Lender Collateral Agent, for the benefit of the Secured Parties, does not have a perfected Lien that is required by Lien, within 10 Business Days of such acquisition (or such longer period as may be reasonably acceptable to the Guarantee and Collateral Agreement (excluding, for the avoidance of doubt, real property), the Borrower will, and will cause each other Loan Party to, promptly: Agent) (i) execute and deliver to the Lender Collateral Agent such amendments to the Guarantee and Collateral Agreement applicable Security Document or such other documents as the Lender Collateral Agent deems reasonably necessary or advisable to evidence that such Loan Party is a Guarantor and to grant to the Lender Collateral Agent, for the benefit of the Secured Parties, a security interest in such Collateral and property, (ii) take all actions necessary or advisable in the reasonable opinion of the Lender to grant to the Lender Collateral Agent, for the benefit of the Secured Parties, a perfected first priority (except as expressly permitted by Section 7.2) security interest and Lien in such Collateral as required property (in the case of property other than Capital Stock, subject to Liens permitted under Section 8.3 and in the case of Capital Stock, subject to non-consensual Liens imposed by the Guarantee and Collateral Agreement or any other Security DocumentRequirement of Law), including (if applicable) the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the applicable Security Document or by law and, in the case of United States registered or applied-for Intellectual Property ((other than registered domain names and United States intent-to-use trademark applications that are included in the Excluded Collateral (as defined in the Guarantee and Collateral Agreement)), the recordation of an Intellectual Property Security Agreement or taking any other action as reasonably requested by evidencing the Lender. (b) With respect to any fee security interest created in any real property acquired after the Closing Date by any Loan Party with an individual fair market value in excess of $250,000, promptly (and in any event within sixty (60) days of such acquisition or such longer period as approved by the Lender in its reasonable discretion): (i) execute and deliver a first priority Mortgage United States Intellectual Property suitable for recordation in the maximum principal amount of United States Patent and Trademark Office or the purchase price of such real property in jurisdictions that impose mortgage recording taxes (or such other amount United States Copyright Office, as shall be reasonably specified by the Lender in jurisdictions that do not impose mortgage recording taxes), in favor of the Lender covering such real property, (ii) if requested by the Lender, provide the Lender with (1) title and extended coverage insurance (with such customary endorsements, coinsurance and reinsurance as the Lender may reasonably request) covering such real property, paid for by the Borrower and issued by a nationally recognized title insurance company, in an amount equal to the purchase price of such real property, (2) a current ALTA/NSPS survey thereof, paid for by the Borrower and in each case, including all improvements, easements and other customary matters thereon reasonably required by the Lender, together with a surveyor’s certificate and complying in all material respects with the minimum detail requirements of the American Land Title Association and National Society of Professional Surveyors as such requirements are in effect on the date of preparation of such survey, or an existing survey, in each case, sufficient for such title insurance company to remove all standard survey exceptions from the title insurance policy relating to such real property and issue the customary survey related endorsements or otherwise reasonably acceptable to the Lender, (3) flood insurance determination certificates, and if applicable, evidence that the applicable Loan Party has obtained flood insurance covering such property in an amount required for the Lender to be in compliance with the National Flood Insurance Act of 1968 and (4) such other documents as the Lender may reasonably request that are in the Borrower’s possession with respect to any such real property, and (iii) if requested by the LenderCollateral Agent, deliver to the Lender legal opinions relating to such Mortgage, which opinions shall be in form and substance reasonably satisfactory to the Lender. (c) With respect to any new direct or indirect Subsidiary that is created or acquired after the Closing Date by any Loan Party, promptly (and in any event within thirty (30) days or such longer period as approved by the Lender in its sole discretion): (i) execute and deliver to the Lender such supplements, joinders or amendments to the applicable Security Documents as the Lender deems reasonably necessary or advisable to grant to the Lender a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned directly or indirectly by such Loan Party, (ii) deliver to the Lender such documents and instruments as may be required to grant, perfect, protect and ensure the priority of such security interest, including but not limited to, the certificates, if any, representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, any Control Agreement with respect to each Deposit Account or Securities Account (other than, in each case, Excluded Accounts), and any Security Document (or any amendment, supplement or modification thereof) with respect to Intellectual Property (other than Excluded Assets), (iii) cause such new Subsidiary or any Subsidiary formed for the purpose of acquiring any such Subsidiary (A) to become a party to the Guarantee and Collateral Agreement and other applicable Security Documents, (B) to take such actions as are reasonably necessary or advisable in the opinion of the Lender to grant to the Lender a perfected first priority security interest (subject to Liens permitted hereunder) in the Collateral described in the Guarantee and Collateral Agreement or such other Security Documents, with respect to such Subsidiary, including the filing of UCC financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or as may be reasonably requested by the Lender and (C) to deliver to the Lender a customary certificate of such Subsidiary, in a form reasonably satisfactory to the Lender, with appropriate insertions and attachments, and (iv) if requested by the Lender, deliver to the Lender Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Lender. Notwithstanding the foregoing, Collateral Agent. (ib) With respect to (a) any fee interest in any real property having a fair market value (together with improvements thereof) of at least $1,000,000 owned by any Loan Party (other than the Collateral in which any such real property subject to a Lien was previously granted or required to be granted expressly permitted by the Loan Parties, or the guarantees provided by the Loan Parties, in each case, on the Closing Date or pursuant to Section 5.2, the Loan Parties shall not be required to deliver any Collateral or perfect the Lender’s security interest with respect to any Collateral 8.3(g) (except solely to the extent perfection can be accomplished by filing UCC financing statements) or provide any guarantee the terms of such Indebtedness relating to such Lien prohibit the granting of a Lien to secure the Obligations, )) and (b) any leasehold interest in each case, if the cost any real property having annual fixed rental payments of delivering or perfecting the lien in such Collateral or of providing such guarantee exceeds the benefit to the Lender (which shall take into account any adverse tax consequences suffered or expected to be suffered at least $1,000,000 leased by the Borrower or any Loan Party as (other than (x) any such real property subject to a result thereofLien expressly permitted by Section 8.3(g) (solely to the extent the terms of such Indebtedness relating to such Lien prohibit the granting of a Lien to secure the Obligations), (y) any such real property where the respective Loan Party has made commercially reasonable efforts to obtain consent to execute and deliver a first priority Mortgage, in favor of the Collateral Agent, for the benefit of the Secured Parties, but is unable to do so and (z) leased cell towers to the extent a leasehold mortgage is required to create a security interest therein), in each case, acquired after the Closing Date, within 90 days after the acquisition thereof (or such longer period as may be reasonably determined by acceptable to the LenderCollateral Agent) (i) execute and deliver a first priority Mortgage, and subject to Liens permitted under Section 8.3, in favor of the Collateral Agent, for the benefit of the Secured Parties, covering such real property, (ii) other than provide the Collateral Secured Parties with (x) a pro forma title insurance policy covering such real property in which a Lien was previously granted or required an amount equal to be granted by 105% of the Loan Parties, purchase price of such owned real property or the guarantees provided by fair market value of the Loan Partiesleasehold interests (or, in each case, such other lesser amount as shall be reasonably acceptable to the Collateral Agent) as well as a current ALTA survey thereof, (y) any consents, affidavits or estoppels reasonably deemed necessary or advisable by the Collateral Agent in connection with such Mortgage, each of the foregoing in form and substance reasonably satisfactory to the Administrative Agent and (z) any flood certificates and proof of flood insurance, if applicable, covering such real property and (iii) if requested by the Collateral Agent, deliver to the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agent. (c) With respect to any new Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Group Member (other than by any Group Member that is an Excluded Subsidiary) or any Subsidiary that ceases to be an Excluded Subsidiary (a “re-designated subsidiary”), within 10 Business Days of such creation or acquisition or ceasing to be an Excluded Subsidiary (or such longer period as may be reasonably acceptable to the Collateral Agent) (i) execute and deliver to the Collateral Agent such Security Documents as the Administrative Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest (subject to non-consensual Liens permitted under Section 8.3 imposed by any Requirement of Law) in the Capital Stock of such new Subsidiary or re-designated subsidiary, as applicable, that is owned by any Loan Party, (ii) deliver to the Collateral Agent any certificates representing such Capital Stock, together with undated stock or other transfer powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, (iii) cause such new Subsidiary or re-designated subsidiary, as applicable, (A) to become a party to the applicable Security Documents, (B) to take such actions necessary or advisable to grant to the Collateral Agent for the benefit of the Secured Parties a perfected first priority security interest (in the case of property other than Capital Stock, subject to Liens permitted under Section 8.3 and in the case of Capital Stock, subject to non-consensual Liens permitted under Section 8.3 imposed by any Requirement of Law) in all or substantially all, or any portion of the Property of such new Subsidiary or re-designated subsidiary, as applicable, as the Administrative Agent shall determine, in its reasonable discretion, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Collateral Agent, (iv) deliver to the Collateral Agent, for each such Subsidiary board resolutions and other secretary’s certificates reasonably requested by the Administrative Agent and consistent with those delivered on the Closing Date under Section 6.1, and (v) if requested by the Collateral Agent, deliver to the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agent. (d) With respect to any new Excluded Subsidiary created or pursuant acquired after the Closing Date by any Loan Party (other than by any Group Member that is an Excluded Subsidiary), within 10 Business Days of such creation or acquisition (or such longer period as may be reasonably acceptable to the Collateral Agent) (i) execute and deliver to the Collateral Agent such Security Documents as the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest (subject to non-consensual Liens permitted under Section 5.2, 8.3 imposed by any Requirement of Law) in the Capital Stock of such new Subsidiary that is owned by any such Loan Party (provided that in no event shall more than 65% of the total outstanding voting Capital Stock and 100% of the total outstanding non-voting Capital Stock of any such Liens or guarantees shall new Foreign Subsidiary be required to be provided by any Subsidiary in any case in which so pledged), (or, if applicable, ii) deliver to the extent that) the provision of Collateral Agent any certificates representing such Lien Capital Stock, together with undated stock or guarantee would violate applicable lawother transfer powers, in each caseblank, executed and delivered by a duly authorized officer of the relevant Group Member, as the case may be, and take such other action as may be reasonably determined necessary to perfect the Collateral Agent’s security interest therein, and (iii) if requested by the LenderCollateral Agent, deliver to the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agent.

Additional Collateral, etc. (a) With respect to any Collateral Specified Personal Property acquired after the Closing Date by the Borrower or any Loan Party Subsidiary Guarantor (other than any Property subject to a Lien expressly permitted by Section 7.3(g) or 7.3(j)) as to which the Lender Administrative Agent, for the benefit of the Secured Parties, does not have a perfected Lien that is required by the Guarantee and Collateral Agreement (excludingLien, for the avoidance of doubt, real property), the Borrower will, and will cause each other Loan Party to, promptly: promptly (i) execute and deliver to the Lender Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Lender Administrative Agent reasonably deems reasonably necessary or advisable to evidence that such Loan Party is a Guarantor and to grant to the Lender Administrative Agent, for the benefit of the Secured Parties, a security interest in such Collateral Property and (ii) take all actions necessary or advisable in the reasonable opinion of the Lender to grant to the Lender Administrative Agent, for the benefit of the Secured Parties, a perfected first priority (except as expressly permitted by Section 7.2) security interest and Lien in such Collateral as required by the Guarantee and Collateral Agreement or any other Security DocumentProperty, subject to Permitted Liens, including (if applicable) without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or taking any other action by law or as reasonably may be requested by the LenderAdministrative Agent. (b) With respect to any fee interest in any real property acquired after the Closing Date by any Loan Party with new Material Subsidiary (other than an individual fair market value in excess of $250,000, promptly (and in any event within sixty (60Excluded Subsidiary) days of such acquisition or such longer period as approved by the Lender in its reasonable discretion): (i) execute and deliver a first priority Mortgage in the maximum principal amount of the purchase price of such real property in jurisdictions that impose mortgage recording taxes (or such other amount as shall be reasonably specified by the Lender in jurisdictions that do not impose mortgage recording taxes), in favor of the Lender covering such real property, (ii) if requested by the Lender, provide the Lender with (1) title and extended coverage insurance (with such customary endorsements, coinsurance and reinsurance as the Lender may reasonably request) covering such real property, paid for by the Borrower and issued by a nationally recognized title insurance company, in an amount equal to the purchase price of such real property, (2) a current ALTA/NSPS survey thereof, paid for by the Borrower and in each case, including all improvements, easements and other customary matters thereon reasonably required by the Lender, together with a surveyor’s certificate and complying in all material respects with the minimum detail requirements of the American Land Title Association and National Society of Professional Surveyors as such requirements are in effect on the date of preparation of such survey, or an existing survey, in each case, sufficient for such title insurance company to remove all standard survey exceptions from the title insurance policy relating to such real property and issue the customary survey related endorsements or otherwise reasonably acceptable to the Lender, (3) flood insurance determination certificates, and if applicable, evidence that the applicable Loan Party has obtained flood insurance covering such property in an amount required for the Lender to be in compliance with the National Flood Insurance Act of 1968 and (4) such other documents as the Lender may reasonably request that are in the Borrower’s possession with respect to any such real property, and (iii) if requested by the Lender, deliver to the Lender legal opinions relating to such Mortgage, which opinions shall be in form and substance reasonably satisfactory to the Lender. (c) With respect to any new direct or indirect Subsidiary that is created or acquired after the Closing Date (which, for the purposes of this paragraph, shall include any existing Material Subsidiary that ceases to be an Excluded Subsidiary and any existing Domestic Subsidiary that ceases to be an Immaterial Subsidiary), by the Borrower or any Loan Partyof the Subsidiary Guarantors, promptly (and in any event within thirty (30) days or such longer period as approved by the Lender in its sole discretion): (i) execute and deliver to the Lender such supplements, joinders or amendments to the applicable Security Documents as the Lender deems reasonably necessary or advisable to grant to the Lender a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned directly or indirectly by such Loan Party, (ii) deliver to the Lender such documents and instruments as may be required to grant, perfect, protect and ensure the priority of such security interest, including but not limited to, the certificates, if any, representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, any Control Agreement with respect to each Deposit Account or Securities Account (other than, in each case, Excluded Accounts), and any Security Document (or any amendment, supplement or modification thereof) with respect to Intellectual Property (other than Excluded Assets), (iii) cause such new Subsidiary or any Subsidiary formed for the purpose of acquiring any such Subsidiary (A) to become a party to the Guarantee and Collateral Agreement and other applicable Security Documents, (B) in the case of any Domestic Subsidiary, to take such actions as are reasonably necessary or advisable in the opinion of the Lender to grant to the Lender Administrative Agent for the benefit of the Secured Parties a perfected first priority security interest (subject to Liens permitted hereunder) in the Collateral described in the Guarantee and Collateral Agreement or such other Security Documents, with respect to such Subsidiarynew Subsidiary (subject to Permitted Liens), including including, without limitation, the filing of UCC Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Lender and (C) to deliver to the Lender a customary certificate of such Subsidiary, in a form reasonably satisfactory to the Lender, with appropriate insertions and attachmentsAdministrative Agent, and (ivii) if reasonably requested by the LenderAdministrative Agent, deliver to the Lender Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Lender. Notwithstanding the foregoing, (i) other than the Collateral in which a Lien was previously granted or required to be granted by the Loan Parties, or the guarantees provided by the Loan Parties, in each case, on the Closing Date or pursuant to Section 5.2, the Loan Parties shall not be required to deliver any Collateral or perfect the Lender’s security interest with respect to any Collateral (except to the extent perfection can be accomplished by filing UCC financing statements) or provide any guarantee of the Obligations, in each case, if the cost of delivering or perfecting the lien in such Collateral or of providing such guarantee exceeds the benefit to the Lender (which shall take into account any adverse tax consequences suffered or expected to be suffered by the Borrower or any Loan Party as a result thereof), in each case, as reasonably determined by the Lender, and (ii) other than the Collateral in which a Lien was previously granted or required to be granted by the Loan Parties, or the guarantees provided by the Loan Parties, in each case, on the Closing Date or pursuant to Section 5.2, no such Liens or guarantees shall be required to be provided by any Subsidiary in any case in which (or, if applicable, to the extent that) the provision of such Lien or guarantee would violate applicable law, in each case, as reasonably determined by the LenderAdministrative Agent.

Additional Collateral, etc. (a) With respect to any Collateral Property acquired after the Closing Amendment/Restatement Effective Date by the Borrower or any Loan Party of its Subsidiaries (other than (v) any leasehold interests in real property, (w) any Intellectual Property to the extent creation of a security interest therein would be contractually prohibited, (x) any Property described in paragraph (b) or paragraph (c) of this Section, (y) any Property subject to a Lien expressly permitted by Section 6.3(g) and (z) Property acquired by an Excluded Foreign Subsidiary) as to which the Lender Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien that is required by the Guarantee and Collateral Agreement (excludingLien, for the avoidance of doubt, real property), the Borrower will, and will cause each other Loan Party to, promptly: promptly (i) execute and deliver to the Lender Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Lender Administrative Agent deems reasonably necessary or advisable to evidence that such Loan Party is a Guarantor and to grant to the Lender Administrative Agent, for the benefit of the Lenders, a security interest in such Collateral Property and (ii) take all actions necessary or advisable in the reasonable opinion of the Lender to grant to the Lender Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such Property (except as expressly subject to Liens permitted by Section 7.2) security interest and Lien in such Collateral as required by the Guarantee and Collateral Agreement or any other Security Document6.3), including (if applicable) without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or taking any other action by law or as reasonably may be requested by the LenderAdministrative Agent. (b) With respect to any fee interest in any real property having a value (together with improvements thereof) of at least $500,000 acquired after the Closing Amendment/Restatement Effective Date by the Borrower or any Loan Party with of its Subsidiaries (other than any such real property owned by an individual fair market value in excess of $250,000Excluded Foreign Subsidiary or subject to a Lien expressly permitted by Section 6.3(g)), promptly (and in any event within sixty (60) days of such acquisition or such longer period as approved by the Lender in its reasonable discretion): (i) execute and deliver a first priority Mortgage in the maximum principal amount of the purchase price of such real property in jurisdictions that impose mortgage recording taxes (or such other amount as shall be reasonably specified by the Lender in jurisdictions that do not impose mortgage recording taxes), in favor of the Lender Administrative Agent, for the benefit of the Lenders, covering such real property, (ii) if requested by the LenderAdministrative Agent, provide the Lender Lenders with (1x) title and extended coverage insurance (with such customary endorsements, coinsurance and reinsurance as the Lender may reasonably request) covering such real property, paid for by the Borrower and issued by a nationally recognized title insurance company, property in an amount at least equal to the purchase price of such real property, (2) estate as well as a current ALTA/NSPS ALTA survey thereof, paid for by the Borrower and in each case, including all improvements, easements and other customary matters thereon reasonably required by the Lender, together with a surveyor’s 's certificate and complying (y) any consents or estoppels reasonably deemed necessary or advisable by the Administrative Agent in all material respects connection with the minimum detail requirements such mortgage, each of the American Land Title Association foregoing in form and National Society of Professional Surveyors as such requirements are in effect on the date of preparation of such survey, or an existing survey, in each case, sufficient for such title insurance company to remove all standard survey exceptions from the title insurance policy relating to such real property and issue the customary survey related endorsements or otherwise substance reasonably acceptable satisfactory to the Lender, (3) flood insurance determination certificates, and if applicable, evidence that the applicable Loan Party has obtained flood insurance covering such property in an amount required for the Lender to be in compliance with the National Flood Insurance Act of 1968 and (4) such other documents as the Lender may reasonably request that are in the Borrower’s possession with respect to any such real property, Administrative Agent and (iii) if requested by the LenderAdministrative Agent, deliver to the Lender Administrative Agent legal opinions covering matters consistent with those covered by opinions of counsel delivered on the Amendment/Restatement Effective Date relating to such Mortgagethe matters described above, which opinions shall be in form and substance substance, and from counsel, reasonably satisfactory to the LenderAdministrative Agent. (c) With respect to any new direct or indirect Subsidiary that is of the Borrower (other than an Excluded Foreign Subsidiary) created or acquired after the Closing Amendment/Restatement Effective Date (which, for the purposes of this paragraph, shall include any existing Subsidiary that ceases to be an Excluded Foreign Subsidiary), by the Borrower or any Loan Partyof its Subsidiaries, promptly (and in any event within thirty (30) days or such longer period as approved by the Lender in its sole discretion): (i) execute and deliver to the Lender Administrative Agent such supplements, joinders or amendments to the applicable Security Documents Guarantee and Collateral Agreement as the Lender Administrative Agent deems reasonably necessary or advisable to grant to the Lender Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned directly by the Borrower or indirectly by such Loan Partyany of its Subsidiaries, (ii) deliver to the Lender such documents and instruments as may be required to grant, perfect, protect and ensure Administrative Agent the priority of such security interest, including but not limited to, the certificates, if any, certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan PartyBorrower or such Subsidiary, any Control Agreement with respect to each Deposit Account or Securities Account (other than, in each case, Excluded Accounts), and any Security Document (or any amendment, supplement or modification thereof) with respect to Intellectual Property (other than Excluded Assets)as the case may be, (iii) cause such new Subsidiary or any Subsidiary formed for the purpose of acquiring any such Subsidiary (A) to become a party to the Guarantee and Collateral Agreement and other applicable Security Documents, (B) to take such actions as are reasonably necessary or advisable in the opinion of the Lender to grant to the Lender Administrative Agent for the benefit of the Lenders a perfected first priority security interest (subject to Liens permitted hereunder) in the Collateral described in the Guarantee and Collateral Agreement or such other Security Documents, with respect to such Subsidiarynew Subsidiary (subject to Liens and other matters permitted by Section 6.3 and excluding leasehold interests in real property, including and Intellectual Property to the extent creation of a security interest therein would be contractually prohibited), including, without limitation, the filing of UCC Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Lender and (C) to deliver to the Lender a customary certificate of such Subsidiary, in a form reasonably satisfactory to the Lender, with appropriate insertions and attachmentsAdministrative Agent, and (iv) if requested by the LenderAdministrative Agent, deliver to the Lender Administrative Agent legal opinions covering matters consistent with those covered by the opinions delivered by Dechert LLP on the Amendment/Restatement Effective Date relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. (d) With respect to any new Excluded Foreign Subsidiary created or acquired after the Amendment/Restatement Effective Date by the Borrower or any of its Subsidiaries, promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable in order to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by the Borrower or any of its Subsidiaries (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledged), (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Subsidiary, as the case may be, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Lien of the Administrative Agent thereon, and (iii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Lender. Notwithstanding the foregoing, (i) other than the Collateral in which a Lien was previously granted or required to be granted by the Loan Parties, or the guarantees provided by the Loan Parties, in each case, on the Closing Date or pursuant to Section 5.2, the Loan Parties shall not be required to deliver any Collateral or perfect the Lender’s security interest with respect to any Collateral (except to the extent perfection can be accomplished by filing UCC financing statements) or provide any guarantee of the Obligations, in each case, if the cost of delivering or perfecting the lien in such Collateral or of providing such guarantee exceeds the benefit to the Lender (which shall take into account any adverse tax consequences suffered or expected to be suffered by the Borrower or any Loan Party as a result thereof), in each case, as reasonably determined by the Lender, and (ii) other than the Collateral in which a Lien was previously granted or required to be granted by the Loan Parties, or the guarantees provided by the Loan Parties, in each case, on the Closing Date or pursuant to Section 5.2, no such Liens or guarantees shall be required to be provided by any Subsidiary in any case in which (or, if applicable, to the extent that) the provision of such Lien or guarantee would violate applicable law, in each case, as reasonably determined by the LenderAdministrative Agent.

Additional Collateral, etc. (a) With respect to any Collateral property acquired after the Closing Date by the Borrower or any Loan Party Subsidiary Guarantor (other than (w) any property described in paragraph (b) or (c) below), (x) any property constituting Excluded Assets and (y) any property subject to a Lien expressly permitted by Section 7.3(g) as to which the Lender Collateral Agent, for the benefit of the Secured Parties, does not have a perfected Lien that is required by the Guarantee and Collateral Agreement (excluding, for the avoidance of doubt, real property), the Borrower will, and will cause each other Loan Party to, promptly: Lien) promptly (i) execute and deliver to the Lender Collateral Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Lender Administrative Agent or the Collateral Agent deems reasonably necessary or advisable to evidence that such Loan Party is a Guarantor and to grant to the Lender Collateral Agent, for the benefit of the Secured Parties, a security interest in such Collateral property, and (ii) take all actions necessary or advisable in the reasonable opinion of the Lender to grant to the Lender Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in such property (except as expressly permitted subject to Permitted Liens), including the entering into of account control agreements (to the extent required by Section 7.2) security interest 6.17), 90 ▇▇▇▇▇ Wind – Credit Agreement delivery of Collateral that can be perfected by possession and Lien in such Collateral as required by the Guarantee and Collateral Agreement or any other Security Document, including (if applicable) the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or taking any other action by law or as may be reasonably requested by the LenderAdministrative Agent or the Collateral Agent; provided that the actions contemplated by clause (ii) shall not be required in respect of any such property if perfection of the security interest in such property requires more than the entering into of account control agreements (to the extent required by Section 6.17) and the filing of Uniform Commercial Code financing statements or delivery of Collateral that can be perfected by possession unless the value, in the reasonable opinion of the Borrower, of such property, individually or in the aggregate, is equal to $1,500,000 or more. (b) With respect to any fee or leased interest in any real property (together with improvements thereof) that has a value, in the reasonable opinion of the Borrower, in excess of $1,500,000 acquired after the Closing Date by the Borrower or any Loan Party with an individual fair market value in excess of $250,000Subsidiary Guarantor (other than (x) property constituting Excluded Assets and (y) any such real property subject to a Lien expressly permitted by Section 7.3(g)), promptly (and in any event within sixty (60) days of such acquisition or such longer period as approved by the Lender in its reasonable discretion): (i) execute and deliver a first priority Mortgage in the maximum principal amount mortgage or deed of the purchase price of such real property in jurisdictions that impose mortgage recording taxes trust, as applicable (or such other amount as shall be reasonably specified by amendments to the Lender in jurisdictions that do not impose mortgage recording taxes), existing Mortgage) in favor of the Lender Collateral Agent, for the benefit of the Secured Parties, covering such real property (subject to Permitted Liens), and (ii) if reasonably requested by the Administrative Agent or the Collateral Agent, provide the Secured Parties with title insurance, surveys, consents, estoppels, flood “life of loan” certifications and proof of flood insurance (if applicable) and legal opinions, in each case with respect to such real property, (ii) if requested by the Lender, provide the Lender with (1) title and extended coverage insurance (with such customary endorsements, coinsurance and reinsurance as the Lender may reasonably request) covering such real property, paid for by the Borrower and issued by a nationally recognized title insurance company, in an amount equal to the purchase price of such real property, (2) a current ALTA/NSPS survey thereof, paid for by the Borrower and in each case, including all improvements, easements and other customary matters thereon reasonably required by the Lender, together with a surveyor’s certificate and complying in all material respects with the minimum detail requirements of the American Land Title Association and National Society of Professional Surveyors as such requirements are in effect on the date of preparation of such survey, or an existing survey, in each case, sufficient for such title insurance company to remove all standard survey exceptions from the title insurance policy relating to such real property and issue the customary survey related endorsements or otherwise reasonably acceptable to the Lender, (3) flood insurance determination certificates, and if applicable, evidence that the applicable Loan Party has obtained flood insurance covering such property in an amount required for the Lender to be in compliance with the National Flood Insurance Act of 1968 and (4) such other documents as the Lender may reasonably request that are in the Borrower’s possession with respect to any such real property, and (iii) if requested by the Lender, deliver to the Lender legal opinions relating to such Mortgage, which opinions shall be in form and substance reasonably satisfactory to scope substantially consistent with the Lendercorresponding documentation delivered on the Closing Date. (c) With respect to any new direct or indirect Subsidiary that is created or acquired after the Closing Date by the Borrower or any Loan PartySubsidiary Guarantor in accordance with Section 7.17(b), promptly (and in any event within thirty (30) days or such longer period as approved by the Lender in its sole discretion): (i) execute and deliver to the Lender Collateral Agent such supplements, joinders or amendments to the applicable Security Documents Guarantee and Collateral Agreement as the Lender Administrative Agent or the Collateral Agent deems reasonably necessary or advisable to grant to the Lender Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned directly or indirectly by such Loan PartySubsidiary, (ii) deliver take such steps as are necessary to give the Lender such documents and instruments Collateral Agent “control” (as may be required to grant, perfect, protect and ensure defined in the priority Uniform Commercial Code) of such security interest, including but not limited to, the certificates, if any, representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, any Control Agreement with respect to each Deposit Account or Securities Account (other than, in each case, Excluded Accounts), and any Security Document (or any amendment, supplement or modification thereof) with respect to Intellectual Property (other than Excluded Assets), (iii) cause such new Subsidiary or any Subsidiary formed for the purpose of acquiring any such Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, the Intercreditor Agreement and other applicable Security Documentsthe Depositary Agreement, (B) to take such actions as are reasonably necessary or advisable in the opinion of the Lender to grant to the Lender Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest (subject to Liens permitted hereunder) in the Collateral described in the Guarantee and Collateral Agreement or such other Security Documents, with respect to such new Subsidiary, including the entering into of account control agreements (to the extent required by Section 6.17) and the filing of UCC Uniform 91 ▇▇▇▇▇ Wind – Credit Agreement Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Lender Administrative Agent or the Collateral Agent (provided, that the actions contemplated by clause (B) shall not be required in respect of any property of any such new Subsidiary if perfection of the security interest in such property requires more than the entering into of account control agreements (to the extent required by Section 6.17) and the filing of Uniform Commercial Code financing statements or delivery of Collateral that can be perfected by possession unless the value, in the reasonable opinion of the Borrower, of such property, individually or in the aggregate, is equal to $1,500,000 or more) and (C) to deliver to the Lender a customary certificate Administrative Agent and the Collateral Agent certificates of such Subsidiary, substantially in a form reasonably satisfactory to the Lenderrespective forms of Exhibit F-1 and Exhibit F-2, with appropriate insertions and attachments, and (iv) if requested by the LenderAdministrative Agent or the Collateral Agent with respect to any property with a value, in the reasonable opinion of the Borrower, equal to, individually or in the aggregate, $5,000,000 or more, deliver to the Lender Administrative Agent and the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Lender. Notwithstanding the foregoing, (i) other than Administrative Agent and the Collateral in which a Lien was previously granted or required to be granted by the Loan Parties, or the guarantees provided by the Loan Parties, in each case, on the Closing Date or pursuant to Section 5.2, the Loan Parties shall not be required to deliver any Collateral or perfect the Lender’s security interest with respect to any Collateral (except to the extent perfection can be accomplished by filing UCC financing statements) or provide any guarantee of the Obligations, in each case, if the cost of delivering or perfecting the lien in such Collateral or of providing such guarantee exceeds the benefit to the Lender (which shall take into account any adverse tax consequences suffered or expected to be suffered by the Borrower or any Loan Party as a result thereof), in each case, as reasonably determined by the Lender, and (ii) other than the Collateral in which a Lien was previously granted or required to be granted by the Loan Parties, or the guarantees provided by the Loan Parties, in each case, on the Closing Date or pursuant to Section 5.2, no such Liens or guarantees shall be required to be provided by any Subsidiary in any case in which (or, if applicable, to the extent that) the provision of such Lien or guarantee would violate applicable law, in each case, as reasonably determined by the LenderAgent.

Additional Collateral, etc. (a) With respect to any Collateral property acquired after the Closing Date by the Borrower or any other Loan Party (other than (x) Excluded Assets, (y) any property described in paragraph (b), (c) or (d) below and (z) any property subject to a Lien expressly permitted by Section 6.2(j), (n) and (o)) as to which the Lender Collateral Trustee, for the benefit of the Secured Parties, does not have a perfected Lien that is required by the Guarantee and Collateral Agreement (excludingLien, for the avoidance of doubt, real property), the Borrower will, and will cause each other Loan Party to, promptly: promptly (i) execute and deliver to the Lender Collateral Trustee such amendments to the Guarantee and Collateral Security Agreement or such the other documents Security Document (or execute new Security Documents) as the Lender Collateral Trustee deems reasonably necessary or advisable to evidence that such Loan Party is a Guarantor and to grant to the Lender Collateral Trustee, for the benefit of the Secured Parties, a security interest in such Collateral property and (ii) take all actions reasonably necessary or advisable in the reasonable opinion of the Lender to grant to the Lender Collateral Trustee, for the benefit of the Secured Parties, a perfected first priority (except as expressly permitted by Section 7.2) security interest and Lien (subject to any Liens permitted under Section 6.2) in such Collateral as required by the Guarantee and Collateral Agreement or any other Security Documentproperty, including (if applicable) the filing of Uniform Commercial Code UCC financing statements in such jurisdictions as may be reasonably required by the Guarantee and Collateral Security Agreement (or taking any other action Security Document) or by law or as may be reasonably requested by the LenderAdministrative Agent or the Collateral Trustee. (b) With respect to any fee interest in any real property owned or acquired after by the Closing Date by Borrower or any other Loan Party with an individual fair market value in excess of $250,000(other than (x) Excluded Assets and (y) any such real property (including improvements located on leased land) subject to any Liens permitted by Section 6.2), promptly (and in any event within sixty (60) days of such acquisition or such longer period as approved by the Lender in its reasonable discretion): (i) execute and deliver a first priority Mortgage Mortgage, deed of trust or deed to secure debt, in favor of the maximum principal Collateral Trustee, for the benefit of the Secured Parties, covering such real property, (ii) if requested by the Administrative Agent or the Collateral Trustee, provide the Secured Parties with (x) title and extended coverage insurance covering such real property in an amount of at least equal to the purchase price of such real property in jurisdictions that impose mortgage recording taxes (or such other amount as shall be reasonably specified by the Lender in jurisdictions that do not impose mortgage recording taxes), in favor of Administrative Agent or the Lender covering such real property, (iiCollateral Trustee) if requested by the Lender, provide the Lender with (1) title and extended coverage insurance (with such customary endorsements, coinsurance and reinsurance as the Lender may reasonably request) covering such real property, paid for by the Borrower and issued by a nationally recognized title insurance company, in an amount equal to the purchase price of such real property, (2) well as a current ALTA/NSPS ALTA survey thereof, paid for by the Borrower and in each case, including all improvements, easements and other customary matters thereon reasonably required by the Lender, together with a surveyor’s certificate and complying (y) any consents or estoppels reasonably deemed necessary or advisable by the Collateral Trustee in all material respects connection with the minimum detail requirements such Mortgage, deed of trust or deed to secure debt, each of the American Land Title Association foregoing in form and National Society of Professional Surveyors as such requirements are in effect on the date of preparation of such survey, or an existing survey, in each case, sufficient for such title insurance company to remove all standard survey exceptions from the title insurance policy relating to such real property and issue the customary survey related endorsements or otherwise substance reasonably acceptable satisfactory to the Lender, (3) flood insurance determination certificates, and if applicable, evidence that Administrative Agent or the applicable Loan Party has obtained flood insurance covering such property in an amount required for the Lender to be in compliance with the National Flood Insurance Act of 1968 and (4) such other documents as the Lender may reasonably request that are in the Borrower’s possession with respect to any such real property, Collateral Trustee and (iii) if requested by the LenderAdministrative Agent or the Collateral Trustee, deliver to the Lender legal Collateral Trustee local counsel opinions relating to such Mortgagethe matters described above, which opinions shall be in form and substance substance, and from counsel, reasonably satisfactory to the LenderAdministrative Agent or the Collateral Trustee; provided the Borrower and the other Loan Parties shall not be required to mortgage any real property unless and until the value of all real property (together with improvements thereof) exceeds $10,000,000 (in which case all such real property shall be mortgaged). The Borrower and the other Loan Parties shall not be required to deliver leasehold mortgages. (c) With respect to any new direct or indirect Subsidiary that is created or Capital Stock acquired after the Closing Date by the Borrower or any other Loan PartyParty (which, for the purposes of this paragraph (c), shall include any Capital Stock of an existing Subsidiary that ceases to be an Excluded Subsidiary) (other than any such Capital Stock constituting Excluded Assets or that is subject to Liens permitted by Section 6.2(n)), promptly (and in any event within thirty (30) days or such longer period as approved by the Lender in its sole discretion): (i) execute and deliver to the Lender Administrative Agent such supplements, joinders or amendments to the applicable Security Documents Agreement as the Lender Collateral Trustee reasonably deems reasonably necessary or advisable to grant to the Lender Collateral Trustee, for the benefit of the Secured Parties, a perfected first priority security interest in the such Capital Stock of such new Subsidiary that is owned directly or indirectly by such Loan PartyStock, (ii) deliver to the Lender such documents and instruments as may be required to grant, perfect, protect and ensure the priority of such security interest, including but not limited to, Collateral Trustee the certificates, if any, representing such Capital Stock, together with related undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or the relevant Loan Party, any Control Agreement with respect to each Deposit Account or Securities Account (other than, in each case, Excluded Accounts), and any Security Document (or any amendment, supplement or modification thereof) with respect to Intellectual Property (other than Excluded Assets), (iii) cause such in the case of any new Subsidiary or any Subsidiary formed for the purpose of acquiring any that is not an Excluded Subsidiary, cause such Subsidiary (A) to become a Subsidiary Guarantor and a party to this Agreement, the Guarantee and Security Agreement, the Collateral Trust Agreement and any other Security Document to the extent applicable Security Documentsto such Subsidiary, (B) to take such actions as are reasonably necessary or advisable in the opinion of the Lender to grant to the Lender Collateral Trustee for the benefit of the Secured Parties a perfected first priority security interest (subject to Liens permitted hereunder) in the Collateral described in the Guarantee Security Agreement and the Collateral Trust Agreement or such other Security Documents, with respect to such Subsidiary, including the filing of UCC financing statements in such jurisdictions as may be reasonably required by the Guarantee and Collateral Security Agreement or by law or as may be reasonably requested by the Lender Collateral Trustee and (C) to deliver to the Lender Collateral Trustee a customary certificate of such Subsidiary, substantially in a the form reasonably satisfactory to the Lenderof Exhibit E, with appropriate insertions and attachments, and (iv) if reasonably requested by the LenderCollateral Trustee, deliver to the Lender Collateral Trustee legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Lender. Notwithstanding the foregoing, Collateral Trustee. (id) other than The Lenders acknowledge the Collateral Trust Agreement provides for the release of security interests in which a Lien was previously granted or required to be granted by the Loan Parties, or the guarantees provided by the Loan Parties, in each case, and Liens on the Closing Date or pursuant to Section 5.2, Collateral and releases of Subsidiaries from their obligations under the Loan Parties shall not be required to deliver any Collateral or perfect Credit Documents under the Lender’s security interest with respect to any Collateral (except to the extent perfection can be accomplished by filing UCC financing statements) or provide any guarantee of the Obligations, in each case, if the cost of delivering or perfecting the lien in such Collateral or of providing such guarantee exceeds the benefit to the Lender (which shall take into account any adverse tax consequences suffered or expected to be suffered by the Borrower or any Loan Party as a result thereof), in each case, as reasonably determined by the Lender, and (ii) other than the Collateral in which a Lien was previously granted or required to be granted by the Loan Parties, or the guarantees provided by the Loan Parties, in each case, on the Closing Date or pursuant to Section 5.2, no such Liens or guarantees shall be required to be provided by any Subsidiary in any case in which (or, if applicable, to the extent that) the provision of such Lien or guarantee would violate applicable law, in each case, as reasonably determined by the Lendercircumstances described therein.

Additional Collateral, etc. (a) With respect to any Collateral property acquired after the Closing Date by any Loan Party (other than (w) any property described in paragraph (b), (c) or (d) below, (x) any property subject to a Lien expressly permitted by Section 7.3(g), (y) so long as the ABL Obligations Payment Date has not occurred, any ABL Priority Collateral as to which the Lender ABL Representative determines, in its reasonable discretion and in consultation with the Borrower, that the cost of obtaining a security interest therein is excessive in relation to the value of the security to be afforded thereby and (z) any property (or, so long as the ABL Obligations Payment Date has not occurred, any property other than ABL Priority Collateral) as to which the Administrative Agent determines, in its reasonable discretion and in consultation with the Borrower, that the cost of obtaining a security interest therein is excessive in relation to the value of the security to be afforded thereby) as to which the Administrative Agent, for the benefit of the Secured Parties, does not have a perfected Lien that is required by the Guarantee and Collateral Agreement (excludingLien, for the avoidance of doubt, real property), the Borrower will, and will cause each other Loan Party to, promptly: promptly (i) execute and deliver to the Lender Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Lender Administrative Agent deems reasonably necessary or reasonably advisable to evidence that such Loan Party is a Guarantor and to grant to the Lender Administrative Agent, for the benefit of the Secured Parties, a security interest in such Collateral property and (ii) take all actions necessary or reasonably advisable in the reasonable opinion of the Lender to grant to the Lender Administrative Agent, for the benefit of the Secured Parties, a perfected first priority (except as expressly permitted by Section 7.2) security interest and Lien in any such Collateral as property (with the priority required by the Guarantee and Collateral Agreement or any other Security DocumentIntercreditor Agreement), including (if applicablex) the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or taking any other action by law or as reasonably may be requested by the LenderAdministrative Agent and (y) filing and recording of intellectual property security agreements with the United States Patent and Trademark Office and the United States Copyright Office, as applicable. (b) With respect to any fee interest in any real property having a value (together with improvements thereof) of at least $10,000,000 acquired after the Closing Date by any Loan Party with an individual fair market value (including a Person that owns such real property and becomes a Loan Party pursuant to this Section 6.10) (other than (i) any such real property subject to a Lien expressly permitted by Section 7.3(g) and (ii) any real property as to which the Administrative Agent determines, in excess of $250,000, promptly (its reasonable discretion and in any event consultation with the Borrower, that the cost of obtaining a security interest therein is excessive in relation to the value of the security to be afforded thereby), within sixty (60) days of such after the acquisition thereof (or such longer period later date as approved by the Lender Administrative Agent shall agree to in its reasonable sole discretion): (i) execute and deliver a first priority Mortgage in to the maximum principal amount Administrative Agent the documents and instruments required under Section 5.1(k) of the purchase price of such real property in jurisdictions that impose mortgage recording taxes Existing Credit Agreement (or such other amount as shall be reasonably specified by the Lender in jurisdictions that do not impose mortgage recording taxes), in favor of the Lender covering such real property, (ii) if requested by the Lender, provide the Lender with (1) title and extended coverage insurance (with such customary endorsements, coinsurance and reinsurance including any legal opinions as the Lender Administrative Agent may reasonably request) covering such real property, paid for by the Borrower and issued by a nationally recognized title insurance company, in an amount equal to the purchase price of such real property, (2) a current ALTA/NSPS survey thereof, paid for by the Borrower and in each case, including all improvements, easements and other customary matters thereon reasonably required by the Lender, together with a surveyor’s certificate and complying in all material respects with the minimum detail requirements of the American Land Title Association and National Society of Professional Surveyors as such requirements are in effect on the date of preparation of such survey, or an existing survey, in each case, sufficient for such title insurance company to remove all standard survey exceptions from the title insurance policy relating to such real property and issue the customary survey related endorsements or otherwise reasonably acceptable to the Lender, (3) flood insurance determination certificates, and if applicable, evidence that the applicable Loan Party has obtained flood insurance covering such property in an amount required for the Lender to be in compliance with the National Flood Insurance Act of 1968 and (4) such other documents as the Lender may reasonably request that are in the Borrower’s possession with respect to any such real property, and (iii) if requested by the Lender, deliver to the Lender legal opinions relating to such Mortgage, which opinions shall be in form and substance reasonably satisfactory to the Lender). (c) With respect to any new direct Domestic Subsidiary (other than any Immaterial Subsidiary, any CFC Holding Company or indirect any Subsidiary that is of a Foreign Subsidiary or of a CFC Holding Company) created or acquired after the Closing Date by any Loan PartyParty (which, promptly for the purposes of this paragraph (c), shall include (1) any existing Subsidiary (other than an Immaterial Subsidiary) that becomes a Domestic Subsidiary that is not a CFC Holding Company or a Subsidiary of a Foreign Subsidiary or a CFC Holding Company and (2) any existing Subsidiary that ceases to be an Immaterial Subsidiary (and in any event that is not a CFC Holding Company)), within thirty (30) days after the creation or acquisition of such new Domestic Subsidiary (or such longer period later date as approved by the Lender Administrative Agent shall agree to in its sole discretion): ) (i) execute and deliver to the Lender Administrative Agent such supplements, joinders or amendments to the applicable Security Documents Guarantee and Collateral Agreement as the Lender Administrative Agent deems reasonably necessary or reasonably advisable to grant to the Lender Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned directly or indirectly by such any Loan Party, (ii) deliver to the Lender Administrative Agent the certificates representing such documents Capital Stock, together with undated endorsements, in blank, executed and instruments delivered by a duly authorized officer of the relevant Loan Party, (iii) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, (B) to take such actions necessary or reasonably advisable to grant to the Administrative Agent for the benefit of the Secured Parties a perfected security interest with the priority required by the Intercreditor Agreement in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent and (C) to grant, perfect, protect and ensure deliver to the priority Administrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit C, with appropriate insertions and attachments, and (iv) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. (d) With respect to any new CFC Holding Company or Foreign Subsidiary created or acquired after the Closing Date by any Loan Party (which, for the purposes of this paragraph (d) shall include any existing Subsidiary that becomes a CFC Holding Company or a Foreign Subsidiary), within sixty (60) days after the creation or acquisition of such new CFC Holding Company or Foreign Subsidiary (or such later date as the Administrative Agent shall agree to in its sole discretion) (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent deems necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest, including but not limited to, interest in the certificates, if any, Capital Stock of such CFC Holding Company or Foreign Subsidiary that is owned by any such Loan Party (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such CFC Holding Company or Foreign Subsidiary be required to be so pledged) and (ii) deliver to the Administrative Agent the certificates representing such pledged Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, any Control Agreement with respect to each Deposit Account or Securities Account (other than, in each case, Excluded Accounts), and any Security Document (or any amendment, supplement or modification thereof) with respect to Intellectual Property (other than Excluded Assets), (iii) cause such new Subsidiary or any Subsidiary formed for the purpose of acquiring any such Subsidiary (A) to become a party to the Guarantee and Collateral Agreement and other applicable Security Documents, (B) to take such actions other action as are reasonably the Administrative Agent deems necessary or reasonably advisable in the opinion of the Lender to grant to the Lender a perfected first priority security interest (subject to Liens permitted hereunder) in the Collateral described in the Guarantee and Collateral Agreement or such other Security Documents, with respect to such Subsidiary, including the filing of UCC financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or as may be reasonably requested by the Lender and (C) to deliver to the Lender a customary certificate of such Subsidiary, in a form reasonably satisfactory to the Lender, with appropriate insertions and attachments, and (iv) if requested by the Lender, deliver to the Lender legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Lender. Notwithstanding the foregoing, (i) other than the Collateral in which a Lien was previously granted or required to be granted by the Loan Parties, or the guarantees provided by the Loan Parties, in each case, on the Closing Date or pursuant to Section 5.2, the Loan Parties shall not be required to deliver any Collateral or perfect the LenderAdministrative Agent’s security interest with respect to any Collateral (except to the extent perfection can be accomplished by filing UCC financing statements) or provide any guarantee of the Obligations, in each case, if the cost of delivering or perfecting the lien in such Collateral or of providing such guarantee exceeds the benefit to the Lender (which shall take into account any adverse tax consequences suffered or expected to be suffered by the Borrower or any Loan Party as a result thereof), in each case, as reasonably determined by the Lender, and (ii) other than the Collateral in which a Lien was previously granted or required to be granted by the Loan Parties, or the guarantees provided by the Loan Parties, in each case, on the Closing Date or pursuant to Section 5.2, no such Liens or guarantees shall be required to be provided by any Subsidiary in any case in which (or, if applicable, to the extent that) the provision of such Lien or guarantee would violate applicable law, in each case, as reasonably determined by the Lendertherein.

Additional Collateral, etc. (a) With respect to any Collateral property acquired after the Closing Date by the Borrower or any Loan Party Subsidiary Guarantor (other than (w) any property described in clause (b) below, (x) any property constituting Excluded Assets and (y) any property subject to a Lien expressly permitted by Section 7.3(g) as to which the Lender Collateral Agent, for the benefit of the Secured Parties, does not have a perfected Lien that is required by the Guarantee and Collateral Agreement (excluding, for the avoidance of doubt, real property), the Borrower will, and will cause each other Loan Party to, promptly: Lien) promptly (i) execute and deliver to the Lender Collateral Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Lender Administrative Agent or the Collateral Agent deems reasonably necessary or advisable to evidence that such Loan Party is a Guarantor and to grant to the Lender Collateral Agent, for the benefit of the Secured Parties, a security interest in such Collateral and property, (ii) take all actions necessary or advisable in the reasonable opinion of the Lender to grant to the Lender Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in such property (except as expressly permitted subject to Permitted Liens), including the entering into of account control agreements (to the extent required by Section 7.2) security interest 6.15), delivery of Collateral that can be perfected by possession and Lien in such Collateral as required by the Guarantee and Collateral Agreement or any other Security Document, including (if applicable) the filing of Uniform Commercial 91 Sunshine (National) – Credit Agreement Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or taking any other action by law or as may be reasonably requested by the Lender. (b) With respect to any fee interest in any real property acquired after Administrative Agent or the Closing Date by any Loan Party with an individual fair market value in excess of $250,000, promptly (and in any event within sixty (60) days of such acquisition or such longer period as approved by the Lender in its reasonable discretion): (i) execute and deliver a first priority Mortgage in the maximum principal amount of the purchase price of such real property in jurisdictions that impose mortgage recording taxes (or such other amount as shall be reasonably specified by the Lender in jurisdictions that do not impose mortgage recording taxes), in favor of the Lender covering such real property, (ii) if requested by the Lender, provide the Lender with (1) title and extended coverage insurance (with such customary endorsements, coinsurance and reinsurance as the Lender may reasonably request) covering such real property, paid for by the Borrower and issued by a nationally recognized title insurance company, in an amount equal to the purchase price of such real property, (2) a current ALTA/NSPS survey thereof, paid for by the Borrower and in each case, including all improvements, easements and other customary matters thereon reasonably required by the Lender, together with a surveyor’s certificate and complying in all material respects with the minimum detail requirements of the American Land Title Association and National Society of Professional Surveyors as such requirements are in effect on the date of preparation of such survey, or an existing survey, in each case, sufficient for such title insurance company to remove all standard survey exceptions from the title insurance policy relating to such real property and issue the customary survey related endorsements or otherwise reasonably acceptable to the Lender, (3) flood insurance determination certificates, and if applicable, evidence that the applicable Loan Party has obtained flood insurance covering such property in an amount required for the Lender to be in compliance with the National Flood Insurance Act of 1968 and (4) such other documents as the Lender may reasonably request that are in the Borrower’s possession with respect to any such real property, Collateral Agent and (iii) if requested by the LenderAdministrative Agent or the Collateral Agent with respect to any property with a value, in the reasonable opinion of the Borrower, equal to, individually or in the aggregate, $15,000,000 or more, deliver to the Lender legal opinions relating to such Mortgage, which opinions shall be in form Administrative Agent and substance reasonably satisfactory to the Lender. (c) With respect to any new direct or indirect Subsidiary that is created or acquired after the Closing Date by any Loan Party, promptly (and in any event within thirty (30) days or such longer period as approved by the Lender in its sole discretion): (i) execute and deliver to the Lender such supplements, joinders or amendments to the applicable Security Documents as the Lender deems reasonably necessary or advisable to grant to the Lender a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned directly or indirectly by such Loan Party, (ii) deliver to the Lender such documents and instruments as may be required to grant, perfect, protect and ensure the priority of such security interest, including but not limited to, the certificates, if any, representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, any Control Agreement with respect to each Deposit Account or Securities Account (other than, in each case, Excluded Accounts), and any Security Document (or any amendment, supplement or modification thereof) with respect to Intellectual Property (other than Excluded Assets), (iii) cause such new Subsidiary or any Subsidiary formed for the purpose of acquiring any such Subsidiary (A) to become a party to the Guarantee and Collateral Agreement and other applicable Security Documents, (B) to take such actions as are reasonably necessary or advisable in the opinion of the Lender to grant to the Lender a perfected first priority security interest (subject to Liens permitted hereunder) in the Collateral described in the Guarantee and Collateral Agreement or such other Security Documents, with respect to such Subsidiary, including the filing of UCC financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or as may be reasonably requested by the Lender and (C) to deliver to the Lender a customary certificate of such Subsidiary, in a form reasonably satisfactory to the Lender, with appropriate insertions and attachments, and (iv) if requested by the Lender, deliver to the Lender Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Lender. Notwithstanding the foregoing, (i) other than Administrative Agent and the Collateral in which a Lien was previously granted or required to be granted Agent; provided that the actions contemplated by the Loan Parties, or the guarantees provided by the Loan Parties, in each case, on the Closing Date or pursuant to Section 5.2, the Loan Parties clause (ii) shall not be required to deliver in respect of any Collateral or perfect such property if perfection of the Lender’s security interest in such property requires more than entering into of account control agreements (to the extent required by Section 6.15) and the filing of Uniform Commercial Code financing statements or delivery of Collateral that can be perfected by possession unless the value, in the reasonable opinion of the Borrower, of such property, individually or in the aggregate, is equal to $5,000,000 or more. (b) Except as required in the process (but not the final reorganization) of effecting a Permitted Reorganization, with respect to any Collateral (except to new Subsidiary created or acquired after the extent perfection can be accomplished by filing UCC financing statements) or provide any guarantee of the Obligations, in each case, if the cost of delivering or perfecting the lien in such Collateral or of providing such guarantee exceeds the benefit to the Lender (which shall take into account any adverse tax consequences suffered or expected to be suffered Closing Date by the Borrower or any Loan Party as a result thereofSubsidiary Guarantor in accordance with Section 7.17(b), promptly (i) execute and deliver to the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent or the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary, (ii) take such steps as are necessary to give the Collateral Agent “control” (as defined in the Uniform Commercial Code) of the Capital Stock, (iii) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement and the Intercreditor Agreement pursuant to one or more joinder agreements substantially in the forms attached to each casesuch agreement, (B) to take such actions as reasonably determined are necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary (to the extent required by Section 6.15) and the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the LenderGuarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent or the Collateral Agent (provided, that the actions contemplated by clause (B) shall not be required in respect of any property of any such new Subsidiary if perfection of the security interest in such property requires more than the entering into of account control agreements (to the extent required by Section 6.15) and the filing of Uniform Commercial Code financing statements or delivery of Collateral that can be perfected by possession unless the value, in the reasonable opinion of the Borrower, of such property, individually or in the aggregate, is equal to 92 Sunshine (National) – Credit Agreement $5,000,000 or more) and (C) to deliver to the Administrative Agent and the Collateral Agent certificates of such Subsidiary, substantially in the respective forms of Exhibit E-1 and Exhibit E-2, with appropriate insertions and attachments, and (iiiv) other than if requested by the Administrative Agent or the Collateral in which Agent with respect to any property with a Lien was previously granted or required to be granted by the Loan Parties, or the guarantees provided by the Loan Partiesvalue, in each casethe reasonable opinion of the Borrower, on equal to, individually or in the Closing Date aggregate, $15,000,000 or pursuant more, deliver to Section 5.2the Administrative Agent and the Collateral Agent legal opinions relating to the matters described above, no such Liens or guarantees which opinions shall be required to be provided by any Subsidiary in any case in which (orform and substance, if applicableand from counsel, reasonably satisfactory to the extent that) Administrative Agent and the provision of such Lien or guarantee would violate applicable law, in each case, as reasonably determined by the LenderCollateral Agent.

Additional Collateral, etc. (a) With respect to any Collateral property (to the extent included in the definition of Collateral) acquired at any time after the Closing Date by any Loan Party (other than any property described in paragraph (b), (c) or (d) below) as to which the Lender Collateral Agent, for the benefit of the Secured Parties, does not have a perfected Lien that is required by the Guarantee and Collateral Agreement (excludingLien, for the avoidance of doubt, real property), the Borrower will, and will cause each other Loan Party to, promptly: promptly (i) execute and deliver to the Lender Collateral Agent such amendments to the Guarantee and Collateral Security Agreement or such other documents as the Lender Collateral Agent reasonably deems reasonably necessary or advisable to evidence that such Loan Party is a Guarantor and to grant to the Lender Collateral Agent, for the benefit of the Secured Parties, a security interest in such Collateral property and (ii) take all actions reasonably necessary or advisable in the reasonable opinion of the Lender to grant to the Lender Collateral Agent, for the benefit of the Secured Parties, a perfected (if and to the extent the assets subject to the applicable Security Document can be perfected by the actions required, and to the extent required, by such Security Document) first priority (except as expressly permitted by Section 7.2) security interest (subject only to the ABL/Term Loan Intercreditor Agreement and Lien ▇▇▇▇▇ permitted hereunder) in such Collateral as required by the Guarantee and Collateral Agreement or any other Security Documentproperty, including (if applicable) the filing of Uniform Commercial Code UCC financing statements in such jurisdictions as may be required by the Guarantee and Collateral Security Agreement or taking any other action by law or as may reasonably be requested by the LenderCollateral Agent. (b) With respect to any Real Property having a fair market value (as determined at the time of acquisition thereof) of at least $25,000,000 acquired in fee interest in any real property acquired after the Closing Date by any Loan Party with an individual fair market value in excess of $250,000Party, promptly (and in any event within sixty (60) no later than 90 days of such after the acquisition or such longer period thereof, as approved may be extended by the Lender Administrative Agent in its reasonable discretion): discretion (i) execute and deliver a first priority Mortgage in the maximum principal amount of the purchase price of such real property in jurisdictions that impose mortgage recording taxes (or such other amount as shall be reasonably specified by the Lender in jurisdictions that do not impose mortgage recording taxes)Mortgage, in favor of the Lender Collateral Agent, for the benefit of the Secured Parties, covering such real propertyinterest in Real Property, (ii) along with a corresponding UCC fixture filing for filing in the applicable jurisdiction if requested by the Lender, provide the Lender with (1) title and extended coverage insurance (with such customary endorsements, coinsurance and reinsurance as the Lender may reasonably request) covering such real property, paid for by the Borrower and issued by a nationally recognized title insurance company, in an amount equal to the purchase price of such real property, (2) a current ALTA/NSPS survey thereof, paid for by the Borrower and in each case, including all improvements, easements and other customary matters thereon reasonably required by the LenderCollateral Agent, together with a surveyor’s certificate and complying in all material respects with the minimum detail requirements of the American Land Title Association and National Society of Professional Surveyors as such requirements are in effect on the date of preparation of such survey, or an existing survey, in each case, sufficient for such title insurance company to remove all standard survey exceptions from the title insurance policy relating to such real property and issue the customary survey related endorsements or otherwise reasonably acceptable to the Lender, (3) flood insurance determination certificates, and if applicable, evidence that the applicable Loan Party has obtained flood insurance covering such property in an amount required for the Lender to be in compliance with the National Flood Insurance Act of 1968 and (4) such other documents as the Lender may reasonably request that are in the Borrower’s possession with respect to any such real property, and (iii) if requested by the Lender, deliver to the Lender legal opinions relating to such Mortgage, which opinions shall be in form and substance reasonably satisfactory to the LenderCollateral Agent, as may be necessary to create a valid, perfected and subsisting Lien, subject only to the ABL/Term Loan Intercreditor Agreement and Liens permitted under Section 8.02, against such Real Property, (ii) provide the Lenders with a Title Policy and a Survey for each Mortgaged Property, together with such affidavits, certificates, instruments of indemnification, legal opinions, either (a) a “Life of Loan” Federal Emergency Management Agency Standard Flood Hazard Determination evidencing that the Mortgaged Property is not in a flood zone or (b) evidence of flood insurance as required by the National Flood Insurance Program as set forth in the Flood Disaster Protection Act of 1973, as amended and in effect and otherwise comply with the Flood Laws, and such other information, documentation (including, but not limited to, appraisals, environmental reports, and to the extent applicable, using commercially reasonable efforts, subordination agreements) and certifications, in each case, as may be reasonably requested by the Administrative Agent. (c) With respect to any new direct Subsidiary Guarantor created or indirect acquired after the Closing Date (or any Restricted Subsidiary that becomes a Subsidiary Guarantor after the Closing Date), promptly, and in any event within 30 days of such creation or acquisition (or, in the case of any Restricted Subsidiary that becomes a Subsidiary Guarantor, the date that such Restricted Subsidiary becomes a Subsidiary Guarantor) (as such date may be extended from time to time by the Administrative Agent in its sole discretion) (i) execute and deliver to the Collateral Agent such amendments to this Agreement and the Security Agreement as the Collateral Agent deems reasonably necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest (subject only to the ABL/Term Loan Intercreditor Agreement and Liens permitted hereunder) in the Capital Stock of such new Subsidiary Guarantor that is owned by any Loan Party, (ii) deliver to the First Lien Term Collateral Agent the certificates representing such Capital Stock (if any), together with undated stock powers, in blank, executed and delivered by a duly Authorized Officer of the relevant Loan Party and (iii) cause such new Subsidiary Guarantor (a) to execute and deliver to the Collateral Agent (w) a Guarantor Joinder Agreement or such comparable documentation requested by the Collateral Agent to become a Subsidiary Guarantor, (x) a joinder agreement to the Security Agreement, substantially in the form annexed thereto, (y) to the extent requested by the Administrative Agent a customary joinder agreement to the ABL/Term Loan Intercreditor Agreement then in effect and (z) to the extent requested by the Administrative Agent a customary joinder agreement to the ABL/Term Loan Intercreditor Agreement then in effect, (b) to take such actions reasonably necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected (if and to the extent the assets subject to the applicable Security Document can be perfected by the actions required, and to the extent required, by such Security Document) first priority security interest (subject only to the ABL/Term Loan Intercreditor Agreement and Liens permitted hereunder) in the Collateral described in the Security Agreement with respect to such new Subsidiary Guarantor, including the filing of UCC financing statements in such jurisdictions as may reasonably be required by the Security Agreement or by law or as may be requested by the Collateral Agent and (c) to deliver to the Collateral Agent (i) a certificate of such Subsidiary Guarantor, substantially in the form of the certificate provided by the Loan Parties on the Closing Date pursuant to Section 6.01(i), with appropriate insertions and attachments and (ii) if reasonably requested by the Collateral Agent, a legal opinion from counsel to such new Subsidiary Guarantor in form and substance reasonably satisfactory to the Collateral Agent. (d) With respect to any new Restricted Subsidiary which is an Excluded Foreign Subsidiary described in clause (i) (but not clauses (ii) or (iii)) of the definition of Excluded Foreign Subsidiary created or acquired after the Closing Date by any Loan Party, promptly (and in any event within thirty (30) days or such longer period as approved by the Lender in its sole discretion): (i) execute and deliver to the Lender Collateral Agent such supplements, joinders or amendments to the applicable Security Documents Agreement as the Lender Collateral Agent reasonably deems reasonably necessary or advisable to grant to the Lender Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest (subject only to Liens permitted under Section 8.02) in no more than 65% of the total outstanding voting Capital Stock of any such new Excluded Foreign Subsidiary that is owned directly or indirectly by and 100% of the total outstanding non voting Capital Stock of any such Loan Party, Excluded Foreign Subsidiary and (ii) deliver to the Lender such documents and instruments as may be required to grant, perfect, protect and ensure First Lien Term Collateral Agent the priority of such security interest, including but not limited to, the certificates, certificates (if any, ) representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer Authorized Officer of the relevant Loan Party. (e) With respect to any new Non Guarantor Subsidiary created or acquired after the Closing Date by any Loan Party (but excluding any Unrestricted Subsidiary, any Control Agreement with respect to each Deposit Account or Securities Account (other than, in each case, Excluded Accounts), Foreign Subsidiary and any Security Document Subsidiary which would be a Subsidiary Guarantor but for clause (vi) in the definition thereof to the extent a pledge of the Capital Stock of such entity is prohibited by its Organizational Documents or requires the consent of any amendment, supplement or modification thereof) with respect to Intellectual Property Person (other than Excluded AssetsHoldings or any of its Restricted Subsidiaries) party thereto which consent has not been obtained), promptly (iiii) cause such new Subsidiary or any Subsidiary formed for the purpose of acquiring any such Subsidiary (A) to become a party execute and deliver to the Guarantee and Collateral Agent such amendments to this Agreement and other applicable the Security Documents, (B) to take such actions Agreement as are reasonably the Collateral Agent deems necessary or advisable in the opinion of the Lender to grant to the Lender Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest (subject only to Liens permitted hereunderunder Section 8.02) in the Capital Stock of such Non Guarantor Subsidiary that is owned by any Loan Party and (ii) deliver to the First Lien Term Collateral described Agent the certificates representing such Capital Stock (if any), together with undated stock powers, in blank, executed and delivered by a duly Authorized Officer of the relevant Loan Party. Notwithstanding anything to the contrary in the Guarantee foregoing clauses (c) and (d), the Borrower may notify the Administrative Agent at any time that the Borrower desires to join an Excluded Foreign Subsidiary as a Subsidiary Guarantor under this Agreement and the other Loan Documents, and, in any such case, cause such Excluded Foreign Subsidiary to (i) become a Subsidiary Guarantor by executing and delivering to the Collateral Agent a Guarantor Joinder Agreement or along with such other documentation as the Collateral Agent deems reasonably appropriate for effecting such joinder, (ii) ▇▇▇▇▇ ▇ ▇▇▇▇ in favor of the Collateral Agent for the ratable benefit of the Secured Parties on the assets and other personal property of such Excluded Foreign Subsidiary of the same type that constitute Collateral for purposes of the Security Documents, Documents (other than with respect to any Excluded Assets of such Subsidiary, including Excluded Foreign Subsidiary but without giving effect to any provision of the filing definition of UCC financing statements Excluded Assets that would otherwise result in such jurisdictions as may be required by the Guarantee Excluded Foreign Subsidiary (and Collateral its tangible and intangible personal property) constituting an Excluded Asset) and (iii) enter into any such amendments, modifications, or other changes to this Agreement or as may be and any other Loan Document reasonably requested by the Lender and (C) Collateral Agent in its reasonable discretion in order to deliver address any matters in connection with, or related to, such Excluded Foreign Subsidiary becoming a Subsidiary Guarantor under the Loan Documents. Each of the Lenders hereby authorize the Collateral Agent to enter into any such amendments, modifications, or other changes to this Agreement or any of the Lender a customary certificate of such Subsidiary, in a form reasonably satisfactory other Loan Documents solely to the Lender, with appropriate insertions and attachments, and (iv) if requested by the Lender, deliver to the Lender legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Lender. Notwithstanding implement the foregoing. (f) Notwithstanding anything herein or in any other Loan Document, (i) other than with respect to the Collateral penultimate sentence of clause (e) above to the contrary, no actions in which a Lien was previously granted any non-U.S. jurisdiction shall be required in order to create any security interests in assets located or titled outside of the U.S. or to perfect any security interests (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any non-U.S. jurisdiction), (ii) Administrative Agent shall not accept delivery of any Mortgage from any Loan Party with respect to property located in the United States unless each of the Lenders has received 45 days prior written notice thereof and Administrative Agent has received confirmation from each Lender that such Lender has completed its flood insurance diligence, has received copies of all flood insurance documentation and has confirmed that flood insurance compliance has been completed as required to be granted by the Loan PartiesFlood Laws or as otherwise reasonably satisfactory to such Lender, or the guarantees provided by the Loan Parties, in each case, on the Closing Date or pursuant to Section 5.2, the Loan Parties and (iii) Administrative Agent shall not be required accept delivery of any joinder to deliver any Collateral or perfect the Lender’s security interest Loan Document with respect to any Collateral (except to the extent perfection can be accomplished by filing UCC financing statements) or provide any guarantee Subsidiary of the Obligations, in each case, if the cost of delivering or perfecting the lien in such Collateral or of providing such guarantee exceeds the benefit to the Lender (which shall take into account any adverse tax consequences suffered or expected to be suffered by the Borrower or any Loan Party that is not a Loan Party, if such Subsidiary that qualifies as a result thereof)“legal entity customer” under the Beneficial Ownership Regulation unless such Subsidiary has delivered a Beneficial Ownership Certification in relation to such Subsidiary and Administrative Agent has completed its Patriot Act searches, in each caseOFAC/PEP searches, as reasonably determined by flood certification and customary individual background checks for such Subsidiary, the Lender, and (ii) other than the Collateral in results of which a Lien was previously granted or required to be granted by the Loan Parties, or the guarantees provided by the Loan Parties, in each case, on the Closing Date or pursuant to Section 5.2, no such Liens or guarantees shall be required reasonably satisfactory to be provided by Administrative Agent; provided, that no Default or Event of Default shall result from any Subsidiary in any case in which Loan Party’s failure to comply with the terms of this Section 7.08 so long as such Default or Event of Default arose solely from the failure or refusal of the Administrative Agent to accept delivery of the applicable joinder or security documentation under this clause (or, if applicable, to the extent that) the provision of such Lien or guarantee would violate applicable law, in each case, as reasonably determined by the Lenderf).

Additional Collateral, etc. (a) With respect to any Collateral Property acquired after the Closing Restatement Effective Date by the Borrower or any Loan Party Subsidiary Guarantor (other than (x) any real property or any Property described in paragraph (b) of this Section, (y) any Property subject to a Lien expressly permitted by Section 7.3(g) and (z) any equity interest in or Property of a Foreign Subsidiary) as to which the Lender Administrative Agent, for the benefit of the Secured Parties, does not have a perfected Lien that is required by the Guarantee and Collateral Agreement (excludingLien, for the avoidance of doubt, real property), the Borrower will, and will cause each other Loan Party to, promptly: promptly (i) execute and deliver to the Lender Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Lender Administrative Agent deems reasonably necessary or advisable to evidence that such Loan Party is a Guarantor and to grant to the Lender Administrative Agent, for the benefit of the Secured Parties, a security interest in such Collateral Property and (ii) take all actions necessary or advisable in the reasonable opinion of the Lender to grant to the Lender Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in such Property, in each case prior and superior in right to any other Person (except as expressly except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.27.3, and, in the case of Pledged Stock, (i) security interest Liens permitted by Section 7.3(s) and Lien in (ii) Liens permitted by Section 7.3(a) to the extent such Collateral as required Liens are prior and superior to the Liens granted under the Security Documents by the Guarantee and Collateral Agreement or any other Security Documentoperation of law), including (if applicable) without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or taking any other action by law or as reasonably may be requested by the LenderAdministrative Agent. (b) With respect to any fee interest in any real property having a value (together with improvements thereof) of at least $2,000,000 acquired after the Closing Restatement Effective Date by the Borrower or any Loan Party with an individual fair market value in excess of $250,000Subsidiary Guarantor (other than any such real property owned by any Foreign Subsidiary or subject to a Lien expressly permitted by Section 7.3(g)), promptly (and in any event within sixty (60) days of such acquisition or such longer period as approved by the Lender in its reasonable discretion): (i) execute and deliver a first priority Mortgage in favor of the maximum principal Administrative Agent, for the benefit of the Secured Parties, covering such real property, in each case prior and superior in right to any other Person (except Liens permitted by Section 7.3), (ii) if reasonably requested by the Administrative Agent, provide the Lenders with (x) title and extended coverage insurance covering such real property in an amount of at least equal to the purchase price of such real property in jurisdictions that impose mortgage recording taxes (or such other amount as shall be reasonably specified by the Lender in jurisdictions that do not impose mortgage recording taxes), in favor of the Lender covering such real property, (iiAdministrative Agent) if requested by the Lender, provide the Lender with (1) title and extended coverage insurance (with such customary endorsements, coinsurance and reinsurance as the Lender may reasonably request) covering such real property, paid for by the Borrower and issued by a nationally recognized title insurance company, in an amount equal to the purchase price of such real property, (2) well as a current ALTA/NSPS ALTA survey thereof, paid for by the Borrower and in each case, including all improvements, easements and other customary matters thereon reasonably required by the Lender, together with a surveyor’s certificate and complying (y) any consents or estoppels reasonably deemed necessary by the Administrative Agent in all material respects connection with the minimum detail requirements such Mortgage, each of the American Land Title Association foregoing in form and National Society of Professional Surveyors as such requirements are in effect on the date of preparation of such survey, or an existing survey, in each case, sufficient for such title insurance company to remove all standard survey exceptions from the title insurance policy relating to such real property and issue the customary survey related endorsements or otherwise substance reasonably acceptable satisfactory to the Lender, (3) flood insurance determination certificates, and if applicable, evidence that the applicable Loan Party has obtained flood insurance covering such property in an amount required for the Lender to be in compliance with the National Flood Insurance Act of 1968 and (4) such other documents as the Lender may reasonably request that are in the Borrower’s possession with respect to any such real property, Administrative Agent and (iii) if reasonably requested by the LenderAdministrative Agent, deliver to the Lender Administrative Agent legal opinions relating to such Mortgagethe matters described above, which opinions shall be in form and substance substance, and from counsel, reasonably satisfactory to the LenderAdministrative Agent. (c) With respect to any new direct or indirect Material Wholly Owned Domestic Subsidiary that is created or acquired after the Closing Date Restatement Effective Date, by the Borrower or any Loan Partyof its Domestic Subsidiaries, promptly (and in any event within thirty (30) days or such longer period as approved by the Lender in its sole discretion): (i) execute and deliver to the Lender Administrative Agent such supplements, joinders or amendments to the applicable Security Documents Guarantee and Collateral Agreement as the Lender Administrative Agent deems reasonably necessary or advisable to grant to the Lender Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned directly by the Borrower or indirectly by such Loan Partyany of its Domestic Subsidiaries, (ii) deliver to the Lender such documents and instruments as may be required to grant, perfect, protect and ensure the priority of such security interest, including but not limited to, Administrative Agent the certificates, if any, representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan PartyBorrower or such Subsidiary, any Control Agreement with respect to each Deposit Account or Securities Account (other than, in each case, Excluded Accounts), and any Security Document (or any amendment, supplement or modification thereof) with respect to Intellectual Property (other than Excluded Assets)as the case may be, (iii) cause such new Subsidiary or any Subsidiary formed for the purpose of acquiring any such Subsidiary (A) to become a party to the Guarantee and Collateral Agreement and other applicable Security Documents, (B) to take such actions as are reasonably necessary or advisable in the opinion of the Lender to grant to the Lender Administrative Agent for the benefit of the Secured Parties a perfected first priority security interest (subject to Liens permitted hereunder) in the Collateral described in the Guarantee and Collateral Agreement or such other Security Documents, with respect to such Subsidiarynew Subsidiary in each case prior and superior in right to any other Person (except, including in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.3, and, in the case of Pledged Stock, (i) Liens permitted by Section 7.3(s) and (ii) Liens permitted by Section 7.3(a) to the extent such Liens are prior and superior to the Liens granted under the Security Documents by operation of law), including, without limitation, the filing of UCC Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Lender and (C) to deliver to the Lender a customary certificate of such Subsidiary, in a form reasonably satisfactory to the Lender, with appropriate insertions and attachmentsAdministrative Agent, and (iv) if reasonably requested by the LenderAdministrative Agent, deliver to the Lender Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Lender. Notwithstanding the foregoing, (i) other than the Collateral in which a Lien was previously granted or required to be granted by the Loan Parties, or the guarantees provided by the Loan Parties, in each case, on the Closing Date or pursuant to Section 5.2, the Loan Parties shall not be required to deliver any Collateral or perfect the Lender’s security interest with respect to any Collateral (except to the extent perfection can be accomplished by filing UCC financing statements) or provide any guarantee of the Obligations, in each case, if the cost of delivering or perfecting the lien in such Collateral or of providing such guarantee exceeds the benefit to the Lender (which shall take into account any adverse tax consequences suffered or expected to be suffered by the Borrower or any Loan Party as a result thereof), in each case, as reasonably determined by the Lender, and (ii) other than the Collateral in which a Lien was previously granted or required to be granted by the Loan Parties, or the guarantees provided by the Loan Parties, in each case, on the Closing Date or pursuant to Section 5.2, no such Liens or guarantees shall be required to be provided by any Subsidiary in any case in which (or, if applicable, to the extent that) the provision of such Lien or guarantee would violate applicable law, in each case, as reasonably determined by the LenderAdministrative Agent.

Additional Collateral, etc. (a) With respect to any Collateral Property acquired after the Closing Date by any Loan Party Group Member (other than (x) any real property or any Property described in paragraph (c) of this Section 6.10, (y) any Property subject to a Lien expressly permitted by Section 7.3 and (z) Property acquired by an Excluded Foreign Subsidiary) as to which the Lender does not have a perfected Lien that is required by the Guarantee and Collateral Agreement (excludingLien, for the avoidance of doubt, real property), the Borrower will, and will cause each other Loan Party to, promptly: promptly (i) execute and deliver to the Lender such amendments to the Guarantee and Collateral Agreement or such other documents as the Lender or the ASOT Administrative Agent deems reasonably necessary or advisable to evidence that such Loan Party is a Guarantor and to grant to the Lender a security interest in such Collateral Property and (ii) take all actions necessary or advisable in the reasonable opinion of the Lender to grant to the Lender a perfected first priority (except as expressly permitted by Section 7.2) security interest and Lien in such Collateral as required by the Guarantee and Collateral Agreement or any other Security DocumentProperty, including (if applicable) including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or taking any other action by law or as reasonably may be requested by the LenderLender or the ASOT Administrative Agent. (b) With respect to (i) any fee interest in any real property having an appraised value (together with improvements thereof) of at least $5,000,000 acquired after the Closing Date by any Group Member (other than any such real property owned by an Excluded Foreign Subsidiary or subject to a Lien expressly permitted by Section 7.3), or (ii) subject to the related Loan Party with obtaining the required landlord consent (provided that each Loan Party shall use commercially reasonable efforts to obtain such consent), any leasehold interest in real property having an individual fair market aggregate appraised value in excess of $250,0005,000,000 acquired or leased (including any leasehold property interest owned by any new Subsidiary acquired after the Closing Date) in one or a series of transactions after the Closing Date by any Group Member, promptly (and in any event within sixty no later than 60 days after the acquisition thereof) (60) days of such acquisition or such longer period as approved by the Lender in its reasonable discretion): (iA) execute and deliver a first priority Mortgage in favor of the maximum principal Lender, covering such real property, (B) if requested by the Lender or the ASOT Administrative Agent, provide the ASOT Administrative Agent with (x) title and extended coverage insurance covering such real property in an amount of at least equal to the purchase price of such real property in jurisdictions that impose mortgage recording taxes (or such other amount as shall be reasonably specified by the Lender in jurisdictions that do not impose mortgage recording taxes), in favor of or the Lender covering such real property, (iiASOT Administrative Agent) if requested by the Lender, provide the Lender with (1) title and extended coverage insurance (with such customary endorsements, coinsurance and reinsurance as the Lender may reasonably request) covering such real property, paid for by the Borrower and issued by a nationally recognized title insurance company, in an amount equal to the purchase price of such real property, (2) well as a current ALTA/NSPS ALTA survey thereof, paid for by the Borrower and in each case, including all improvements, easements and other customary matters thereon reasonably required by the Lender, together with a surveyor’s certificate and complying in all material respects with the minimum detail requirements of the American Land Title Association and National Society of Professional Surveyors as such requirements are in effect on the date of preparation of such survey, (y) any consents or an existing survey, in each case, sufficient for such title insurance company to remove all standard survey exceptions from the title insurance policy relating to such real property and issue the customary survey related endorsements or otherwise estoppels reasonably acceptable to the Lender, (3) flood insurance determination certificates, and if applicable, evidence that the applicable Loan Party has obtained flood insurance covering such property in an amount required for deemed necessary by the Lender to be or the ASOT Administrative Agent in compliance connection with the National Flood Insurance Act of 1968 and (4) such other documents as the Lender may reasonably request that are in the Borrower’s possession with respect to any such real property, and (iii) if requested by the Lender, deliver to the Lender legal opinions relating to such Mortgage, which opinions shall be each of the foregoing in form and substance reasonably satisfactory to the Lender. ASOT Administrative Agent and (cC) With respect to any new direct or indirect Subsidiary that is created or acquired after the Closing Date by any Loan Party, promptly (and in any event within thirty (30) days or such longer period as approved by the Lender in its sole discretion): (i) execute and deliver to the Lender such supplements, joinders or amendments to the applicable Security Documents as the Lender deems reasonably necessary or advisable to grant to the Lender a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned directly or indirectly by such Loan Party, (ii) deliver to the Lender such documents and instruments as may be required to grant, perfect, protect and ensure the priority of such security interest, including but not limited to, the certificates, if any, representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, any Control Agreement with respect to each Deposit Account or Securities Account (other than, in each case, Excluded Accounts), and any Security Document (or any amendment, supplement or modification thereof) with respect to Intellectual Property (other than Excluded Assets), (iii) cause such new Subsidiary or any Subsidiary formed for the purpose of acquiring any such Subsidiary (A) to become a party to the Guarantee and Collateral Agreement and other applicable Security Documents, (B) to take such actions as are reasonably necessary or advisable in the opinion of the Lender to grant to the Lender a perfected first priority security interest (subject to Liens permitted hereunder) in the Collateral described in the Guarantee and Collateral Agreement or such other Security Documents, with respect to such Subsidiary, including the filing of UCC financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or as may be reasonably requested by the Lender and (C) to deliver to or the Lender a customary certificate of such Subsidiary, in a form reasonably satisfactory to the Lender, with appropriate insertions and attachments, and (iv) if requested by the LenderASOT Administrative Agent, deliver to the Lender ASOT Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Lender. Notwithstanding ASOT Administrative Agent. (c) With respect to any new Subsidiary (other than an Excluded Foreign Subsidiary) created or acquired after the foregoingClosing Date (which, for the purposes of this paragraph, shall include any existing Subsidiary that ceases to be an Excluded Foreign Subsidiary), by any Group Member, promptly (i) other than execute and deliver to the Lender such amendments to the Guarantee and Collateral Agreement as the ASOT Administrative Agent deems necessary to grant to the Lender a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by any Group Member, (ii) deliver to the Lender the certificates representing such Capital Stock (if any), together with undated stock powers, in blank, executed and delivered by a duly authorized officer of such Group Member, as the case may be, (iii) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement and (B) to take such actions necessary to grant to the Lender a perfected first priority security interest in the Collateral described in which a Lien was previously granted or the Guarantee and Collateral Agreement with respect to such new Subsidiary, including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required to be granted by the Loan Parties, Guarantee and Collateral Agreement or by law or as may be requested by the Lender or the guarantees provided ASOT Administrative Agent, and (iv) if reasonably requested by the Loan PartiesASOT Administrative Agent, deliver to the ASOT Administrative Agent legal opinions relating to the matters described above, which opinions shall be in each caseform and substance, on and from counsel, reasonably satisfactory to the ASOT Administrative Agent. (d) With respect to any new Excluded Foreign Subsidiary created or acquired after the Closing Date or pursuant to Section 5.2by any Group Member (other than any Excluded Foreign Subsidiaries), the Loan Parties shall not be required to promptly (i) execute and deliver any Collateral or perfect the Lender’s security interest with respect to any Collateral (except to the extent perfection can be accomplished by filing UCC financing statements) or provide any guarantee of the Obligations, in each case, if the cost of delivering or perfecting the lien in such Collateral or of providing such guarantee exceeds the benefit to the Lender such amendments to the Guarantee and Collateral Agreement or such other documents as the Lender or the ASOT Administrative Agent deems necessary in order to grant to the Lender a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by any Group Member (which shall take into account other than any adverse tax consequences suffered or expected to be suffered by the Borrower or any Loan Party as a result thereofExcluded Foreign Subsidiaries), (provided that in each case, as reasonably determined by no event shall more than 65% of the Lender, and (ii) other than the Collateral in which a Lien was previously granted or required to be granted by the Loan Parties, or the guarantees provided by the Loan Parties, in each case, on the Closing Date or pursuant to Section 5.2, no total outstanding Capital Stock of any such Liens or guarantees shall new Excluded Foreign Subsidiary be required to be provided so pledged), (ii) deliver to the Lender the certificates (if any) representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by any Subsidiary in any a duly authorized officer of such Group Member, as the case in which (may be, and take such other action as may be necessary or, in the opinion of the Lender or the ASOT Administrative Agent, desirable to perfect the Lien of the Lender thereon, and (iii) if applicablereasonably requested by the Lender or the ASOT Administrative Agent, deliver to the extent that) ASOT Administrative Agent legal opinions relating to the provision of such Lien or guarantee would violate applicable lawmatters described above, which opinions shall be in each caseform and substance, as and from counsel, reasonably determined by satisfactory to the LenderASOT Administrative Agent.

Additional Collateral, etc. (a) With respect to any Collateral Property acquired after the Closing Date by the Borrower or any Loan Party of its Subsidiaries (other than (x) any Property described in paragraph (b), (c) or (d) below, (y) any Property subject to a Lien expressly permitted by Section 7.3(g) and (z) Receivables Facility Assets) as to which the Lender Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien that is required by the Guarantee and Collateral Agreement (excludingLien, for the avoidance of doubt, real property), the Borrower will, and will cause each other Loan Party to, promptly: promptly (i) execute and deliver to the Lender Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Lender Administrative Agent deems reasonably necessary or advisable to evidence that such Loan Party is a Guarantor and in order to grant to the Lender Administrative Agent, for the benefit of the Lenders, a security interest in such Collateral Property and (ii) take all actions necessary or advisable in the reasonable opinion of the Lender to grant to the Lender Administrative Agent, for the benefit of the Lenders, a perfected first priority (except as expressly permitted by Section 7.2) security interest and Lien in such Collateral as required by the Guarantee and Collateral Agreement or any other Security DocumentProperty, including (if applicable) without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or taking any other action by law or as may be reasonably requested by the LenderAdministrative Agent. (b) With respect to any fee interest in any real property estate which, together with any related parcel of real estate not yet subject to a Mortgage, has a value (determined inclusive of any improvements thereof) of at least $5,000,000 acquired after the Closing Date by the Borrower or any Loan Party with an individual fair market value in excess of $250,000its Subsidiaries (other than any such real estate subject to a Lien expressly permitted by Section 7.3(g)), promptly (and in any event within sixty (60) days of such acquisition or such longer period as approved by the Lender in its reasonable discretion): (i) execute and deliver a first priority Mortgage mortgage or deed of trust (subject only to Liens permitted by Section 7.3) in favor of the maximum principal Administrative Agent, for the benefit of the Lenders, covering such real estate, in form and substance reasonably satisfactory to the Administrative Agent, (ii) if reasonably requested by the Administrative Agent, provide the Lenders with (x) title and extended coverage insurance covering such real estate in an amount of at least equal to the purchase price of such real property in jurisdictions that impose mortgage recording taxes estate (or such other amount as shall be reasonably specified by the Lender in jurisdictions that do not impose mortgage recording taxes), in favor of the Lender covering such real property, (iiAdministrative Agent) if requested by the Lender, provide the Lender with (1) title and extended coverage insurance (with such customary endorsements, coinsurance and reinsurance as the Lender may reasonably request) covering such real property, paid for by the Borrower and issued by a nationally recognized title insurance company, in an amount equal to the purchase price of such real property, (2) well as a current ALTA/NSPS ALTA survey thereof, paid for by the Borrower and in each case, including all improvements, easements and other customary matters thereon reasonably required by the Lender, together with a surveyor’s 's certificate and complying (y) any consents or estoppels reasonably deemed necessary or advisable by the Administrative Agent in all material respects connection with the minimum detail requirements - 58 - 64 such mortgage or deed of trust, each of the American Land Title Association and National Society of Professional Surveyors as such requirements are in effect on the date of preparation of such survey, or an existing survey, in each case, sufficient for such title insurance company to remove all standard survey exceptions from the title insurance policy relating to such real property and issue the customary survey related endorsements or otherwise reasonably acceptable to the Lender, (3) flood insurance determination certificates, and if applicable, evidence that the applicable Loan Party has obtained flood insurance covering such property in an amount required for the Lender to be in compliance with the National Flood Insurance Act of 1968 and (4) such other documents as the Lender may reasonably request that are in the Borrower’s possession with respect to any such real property, and (iii) if requested by the Lender, deliver to the Lender legal opinions relating to such Mortgage, which opinions shall be foregoing in form and substance reasonably satisfactory to the Lender. (c) With respect to any new direct or indirect Subsidiary that is created or acquired after the Closing Date by any Loan Party, promptly (Administrative Agent and in any event within thirty (30) days or such longer period as approved by the Lender in its sole discretion): (i) execute and deliver to the Lender such supplements, joinders or amendments to the applicable Security Documents as the Lender deems reasonably necessary or advisable to grant to the Lender a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned directly or indirectly by such Loan Party, (ii) deliver to the Lender such documents and instruments as may be required to grant, perfect, protect and ensure the priority of such security interest, including but not limited to, the certificates, if any, representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, any Control Agreement with respect to each Deposit Account or Securities Account (other than, in each case, Excluded Accounts), and any Security Document (or any amendment, supplement or modification thereof) with respect to Intellectual Property (other than Excluded Assets), (iii) cause such new Subsidiary or any Subsidiary formed for the purpose of acquiring any such Subsidiary (A) to become a party to the Guarantee and Collateral Agreement and other applicable Security Documents, (B) to take such actions as are reasonably necessary or advisable in the opinion of the Lender to grant to the Lender a perfected first priority security interest (subject to Liens permitted hereunder) in the Collateral described in the Guarantee and Collateral Agreement or such other Security Documents, with respect to such Subsidiary, including the filing of UCC financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or as may be if reasonably requested by the Lender and (C) to deliver to the Lender a customary certificate of such Subsidiary, in a form reasonably satisfactory to the Lender, with appropriate insertions and attachments, and (iv) if requested by the LenderAdministrative Agent, deliver to the Lender Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Lender. Notwithstanding the foregoing, Administrative Agent. (ic) With respect to any new Subsidiary (other than the Collateral in which a Lien was previously granted an Excluded Foreign Subsidiary or required to be granted by the Loan Parties, any Receivables SPV) created or the guarantees provided by the Loan Parties, in each case, on acquired after the Closing Date or pursuant to Section 5.2(which, for the Loan Parties purposes of this paragraph (c), shall not be required to deliver include any Collateral or perfect the Lender’s security interest with respect to any Collateral (except to the extent perfection can be accomplished by filing UCC financing statements) or provide any guarantee of the Obligations, in each case, if the cost of delivering or perfecting the lien in such Collateral or of providing such guarantee exceeds the benefit to the Lender (which shall take into account any adverse tax consequences suffered or expected existing Subsidiary that ceases to be suffered an Excluded Foreign Subsidiary) by the Borrower or any Loan Party of its Subsidiaries, promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable in order to grant to the Administrative Agent, for the benefit of the Lenders, a result thereof)perfected first priority security interest in the Capital Stock of such new Subsidiary which is owned by the Borrower or any of its Subsidiaries, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in each caseblank, executed and delivered by a duly authorized officer of the Borrower or such Subsidiary, as reasonably determined the case may be, (iii) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement and (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary, including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the LenderGuarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent, and (iiiv) other than the Collateral in which a Lien was previously granted or required to be granted if reasonably requested by the Loan PartiesAdministrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. (d) With respect to any new Excluded Foreign Subsidiary created or the guarantees provided by the Loan Parties, in each case, on acquired after the Closing Date by the Borrower or pursuant any of its Subsidiaries, promptly (i) execute and deliver to Section 5.2the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable in order to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new Subsidiary which is owned by the Borrower or any of its Subsidiaries (provided that in no event shall more than 65% of the total outstanding Capital Stock of any such Liens or guarantees shall new Subsidiary be required to be provided by any Subsidiary in any case in which so pledged), (or, if applicable, ii) deliver to the extent that) Administrative Agent the provision of certificates representing such Lien or guarantee would violate applicable lawCapital Stock, together with undated stock powers, in each caseblank, executed and delivered by a duly authorized officer of the Borrower or such Subsidiary, as the case may be and (iii) if reasonably determined requested by the LenderAdministrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. (e) Within 60 days after the Closing Date, deliver any items requested by the Administrative Agent pursuant to Sections 5.1(k)(ii) and 5.1(k)(iv) and not delivered on the Closing Date, together with, in the case of surveys, such endorsements to the title insurance policies referred to in Section 5.1(k)(iii) relating to the matters disclosed in such surveys as may be reasonably requested by the Administrative Agent. In the case of the Borrower, within 30 days after the Closing Date, acquire that portion of the capital stock of Heritage not acquired by the Borrower on the Closing Date.

Additional Collateral, etc. (a) With respect to any Collateral Property acquired after the Restatement Closing Date by the Parent, the Borrower or any Loan Party Subsidiary Guarantor (other than (u) personal property as to which the Lender Administrative Agent, for the benefit of the Secured Parties, is not required to have a perfected security interest pursuant to the Guarantee and Collateral Agreement, (v) the Capital Stock of any Unrestricted Subsidiary organized under the laws of any jurisdiction outside the United States, (w) any Property described in paragraph (c) or (d) of this Section, (x) any interest in real property, (y) any foreign intellectual property and (z) any Property subject to a Lien permitted by Section 7.3(g), (k) or (m)) as to which the Administrative Agent, for the benefit of the Secured Parties, does not have a perfected Lien that is to the extent required by pursuant to the Guarantee and Collateral Agreement (excludingAgreement, for the avoidance of doubt, real property), the Borrower will, and will cause each other Loan Party to, promptly: promptly (i) execute and deliver to the Lender Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Lender Administrative Agent deems reasonably necessary or advisable to evidence that such Loan Party is a Guarantor and to grant to the Lender Administrative Agent, for the benefit of the Secured Parties, a security interest in such Collateral Property and (ii) take all actions necessary or advisable in the reasonable opinion of the Lender to grant to the Lender Administrative Agent, for the benefit of the Secured Parties, a perfected first priority (except as expressly subject to Liens permitted by Section 7.2) security interest and Lien in such Collateral as required by the Guarantee and Collateral Agreement or any other Security DocumentAgreement) security interest in such Property, including (if applicable) without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or taking any other action by law or as may be reasonably requested by the LenderAdministrative Agent. (b) With respect to (i) any fee interest in any real property having a value (together with improvements thereof) of at least $4,000,000 (valued in accordance with Schedule 6.9(b)-1; such valuation to be reasonably satisfactory to the Administrative Agent) acquired after the Restatement Closing Date by the Parent, the Borrower or any Subsidiary Guarantor (which, for purposes of this paragraph, shall include any such property owned or leased by an entity at the time such entity becomes a Subsidiary Guarantor) or (ii) any leasehold interest in any real property contemplating an initial annual rent payment, including projected percentage rent during such initial year, after the expiration of any free rent or “rent abatement” period, of at least $550,000 acquired or leased after the Restatement Closing Date by the Parent, the Borrower or any Subsidiary Guarantor (in each case other than any such real property subject to a Lien expressly permitted by Section 7.3(g), (k) or (m)), if, at the time of such acquisition or lease commencement, the aggregate value of all leasehold and fee-owned real property of the Borrower and the Subsidiary Guarantors subject to a Mortgage (valued in accordance with Schedule 6.9(b)-1; such value to be demonstrated to the reasonable satisfaction of the Administrative Agent) is less than 125% of the Assumed Loan Party with Amount (provided that, notwithstanding the foregoing requirement, the Parent, the Borrower and the Subsidiary Guarantors may elect to exclude leasehold interests in real property and fee-owned real property, to the extent that such leasehold interests and fee interests (i) have an individual fair market value aggregate value, measured at the time of any such election, not in excess of $250,000150,000,000 (valued in accordance with Schedule 6.9(b)-1) or (ii) are listed on Schedule 6.9(b)-2), promptly (and in any event within sixty (60) then no later than 90 days after the date of such acquisition or such longer period as approved by the Lender in its reasonable discretion): lease commencement: (iA) execute and deliver a first priority Mortgage in the maximum principal amount of the purchase price of such real property in jurisdictions that impose mortgage recording taxes (or such other amount as shall be reasonably specified by the Lender in jurisdictions that do not impose mortgage recording taxes), in favor of the Lender Administrative Agent, for the benefit of the Secured Parties, covering such real property, subject to any Liens permitted by Section 7.3; (iiB) if requested by the LenderAdministrative Agent, provide the Lender Lenders with (1) title and extended coverage insurance (with such customary endorsements, coinsurance and reinsurance as the Lender may reasonably request) covering such real property, paid for by the Borrower and issued by a nationally recognized title insurance company, in an amount equal to the purchase price of such real property, (2w) a current ALTA/NSPS title search showing no Liens other than Liens permitted under Section 7.3 and otherwise in form and substance reasonably acceptable to Administrative Agent, as well as an ALTA survey thereof, paid for by the Borrower and in each case, including all improvements, easements and other customary matters thereon reasonably required by the Lender, together with a surveyor’s certificate and complying in all material respects with the minimum detail requirements of the American Land Title Association and National Society of Professional Surveyors as such requirements are in effect on the date of preparation of such survey, or an existing survey, in each case, sufficient for such title insurance company to remove all standard survey exceptions from the title insurance policy relating to such real property and issue the customary survey related endorsements or otherwise reasonably acceptable to the Lendercertificate, (3x) flood insurance determination certificates, and if applicable, evidence that the applicable Loan Party has obtained flood insurance covering such property in an amount required for the Lender to be in compliance with the National Flood Insurance Act of 1968 and (4) such other documents as the Lender may any consents or estoppels reasonably request that are in the Borrower’s possession with respect to any such real property, and (iii) if requested deemed necessary or advisable by the Lender, deliver to the Lender legal opinions relating to Administrative Agent in connection with such Mortgage, which opinions shall be each of the foregoing in form and substance reasonably satisfactory to the Lender. Administrative Agent, (cy) With respect an appraisal of the value, or a valuation of, the applicable Mortgaged Property, which shall be reasonably satisfactory to any new direct or indirect Subsidiary that is created or acquired after the Closing Date by any Loan PartyAdministrative Agent, promptly and (z) Phase I environmental reports (and in any event within thirty (30) days or where appropriate based upon such longer period as approved by Phase I environmental reports and at the Lender in its sole discretion): (i) execute and deliver to the Lender such supplements, joinders or amendments to the applicable Security Documents as the Lender deems reasonably necessary or advisable to grant to the Lender a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned directly or indirectly by such Loan Party, (ii) deliver to the Lender such documents and instruments as may be required to grant, perfect, protect and ensure the priority of such security interest, including but not limited to, the certificates, if any, representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer reasonable request of the relevant Loan PartyAdministrative Agent, any Control Agreement with respect to each Deposit Account or Securities Account (other than, in each case, Excluded Accounts), and any Security Document (or any amendment, supplement or modification thereofPhase II environmental reports) with respect to Intellectual Property (other than Excluded Assets)such real property, (iii) cause such new Subsidiary or any Subsidiary formed for the purpose of acquiring any such Subsidiary (A) to become a party to the Guarantee all in form and Collateral Agreement and other applicable Security Documents, (B) to take such actions as are reasonably necessary or advisable in the opinion of the Lender to grant to the Lender a perfected first priority security interest (subject to Liens permitted hereunder) in the Collateral described in the Guarantee and Collateral Agreement or such other Security Documents, with respect to such Subsidiary, including the filing of UCC financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or as may be reasonably requested by the Lender and (C) to deliver to the Lender a customary certificate of such Subsidiary, in a form substance reasonably satisfactory to the Lender, with appropriate insertions and attachments, and Administrative Agent; (ivC) if requested by the LenderAdministrative Agent, deliver to the Lender Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the LenderAdministrative Agent; (D) deliver to the Administrative Agent a completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to such Mortgaged Property (together with a notice about special flood hazard area status and flood disaster assistance duly executed by the Borrower and each Loan Party relating thereto) and if any such Mortgaged Property is located in a special flood hazard area, evidence of flood insurance in form and amount reasonably satisfactory to the Administrative Agent; and (E) (x) deliver to the Administrative Agent evidence that short form leases or lease memoranda shall have been duly recorded in the local real estate records, with respect to each Mortgaged Property constituting a leasehold interest and (y) with respect to those Mortgaged Properties consisting of leaseholds so designated by the Administrative Agent described in the preceding clause (x), use commercially reasonable efforts to deliver to the Administrative Agent copies of valid, binding and enforceable lease amendments or landlord agreements in form and content reasonably acceptable to the Administrative Agent, conferring on the Administrative Agent rights of default notice, cure opportunity and such other leasehold lender protections as the Administrative Agent may reasonably require. Notwithstanding the foregoing, the Administrative Agent may extend the date for, or waive, in whole or in part, the foregoing deliveries in its sole discretion. (c) With respect to any new Subsidiary (other than (i) a Class II Restricted Subsidiary or (ii) an Unrestricted Subsidiary or (iii) a CFC Holdco) created or acquired after the Restatement Closing Date (which, for the purposes of this paragraph, shall include any existing Subsidiary that becomes a Class I Restricted Subsidiary because it ceases to be an Unrestricted Subsidiary), by the Parent, the Borrower or any Subsidiary Guarantor, promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by the Parent, the Borrower or any Subsidiary Guarantor (other than any such Capital Stock subject to a Lien expressly permitted by Section 7.3(m)), subject to the Liens permitted by the Guarantee and Collateral Agreement, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Parent, the Borrower or such Subsidiary Guarantor, as the case may be, (iii) if such new Subsidiary is a Wholly Owned Subsidiary, cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement and (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary, subject to the Liens permitted by the Guarantee and Collateral Agreement, including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent, and (iv) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. (d) With respect to any new Class II Restricted Subsidiary or CFC Class II Holdco created or acquired after the Restatement Closing Date by the Parent, the Borrower or any Subsidiary Guarantor (which, for purposes of this paragraph (d), shall include any Unrestricted Subsidiary that becomes a Class II Restricted Subsidiary), promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems necessary or advisable in order to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority (subject to the Liens permitted by the Guarantee and Collateral Agreement) security interest in the Capital Stock of such new Subsidiary that is owned by the Parent, the Borrower or any Subsidiary Guarantor (other than any such Capital Stock subject to a Lien was previously granted expressly permitted by Section 7.3(m)) (provided that in no event shall more than 65% of the total outstanding Capital Stock of any such new Class II Restricted Subsidiary or CFC Class II Holdco be required to be granted so pledged), (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Parent, the Borrower or such Subsidiary Guarantor, as the case may be, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Lien of the Administrative Agent thereon, and (iii) if requested by the Loan PartiesAdministrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. (e) Notwithstanding anything else to the contrary contained in this Section or elsewhere in the guarantees provided by the Loan PartiesAgreement, in each case, on the Closing Date or pursuant to Section 5.2, the Loan Parties perfection of Collateral shall not be required to deliver any Collateral where either the burden or perfect the Lender’s costs of perfecting a security interest with respect to any Collateral (except to the extent perfection can be accomplished by filing UCC financing statements) interest, lien or provide any guarantee of the Obligations, in each case, if the cost of delivering or perfecting the lien in such Collateral or of providing such guarantee exceeds the benefit to the Lender (which shall take into account any adverse tax consequences suffered or expected to be suffered by the Borrower or any Loan Party as a result thereof), in each case, as mortgage is reasonably determined by the Lender, and (ii) other than the Collateral in which a Lien was previously granted or required Administrative Agent to be granted by the Loan Parties, or the guarantees provided by the Loan Parties, excessive in each case, on the Closing Date or pursuant to Section 5.2, no such Liens or guarantees shall be required to be provided by any Subsidiary in any case in which (or, if applicable, relation to the extent that) benefit afforded to the provision of such Lien or guarantee would violate applicable law, in each case, as reasonably determined by the LenderLenders thereby.

Additional Collateral, etc. (a) With respect to any personal property or Intellectual Property (other than assets expressly excluded from the Collateral pursuant to the Security Documents) located in the United States acquired or created after the Closing Date by any Loan Party (other than (x) any property subject to a Lien expressly permitted by Section 7.3(g) and (y) Instruments, Certificated Securities, Securities and Chattel Paper, which are referred to in the last sentence of this paragraph (a)) as to which the Lender Collateral Agent for the benefit of the Secured Parties does not have a perfected Lien that is required Lien, promptly, but in any case within 30 days (which period may be extended by the Guarantee and Collateral Agreement (excluding, for the avoidance of doubt, real propertyAdministrative Agent in its reasonable discretion), the Borrower will, and will cause each other Loan Party to, promptly: (i) give notice of such property to the Collateral Agent and execute and deliver to the Lender Collateral Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Lender deems Collateral Agent reasonably necessary or advisable to evidence that such Loan Party is a Guarantor and requests to grant to the Lender Collateral Agent for the benefit of the Secured Parties a security interest in such Collateral Property and (ii) take all actions necessary or advisable in reasonably requested by the reasonable opinion of the Lender Collateral Agent to grant to the Lender Collateral Agent for the benefit of the Secured Parties a perfected first priority (except as expressly permitted by Section 7.2) security interest and Lien in such Collateral as (to the extent required by the Guarantee Security Documents and with the priority required by Section 4.17) in such property (with respect to property of a type owned by a Loan Party as of the Closing Date to the extent the Collateral Agreement or any other Security DocumentAgent for the benefit of the Secured Parties, including (if applicable) has a perfected security interest in such property as of the Closing Date), including, without limitation, the filing of Uniform Commercial Code UCC financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or taking any other action by law or as may be reasonably requested by the LenderCollateral Agent. Any Instrument, Certificated Security (other than in respect of the Capital Stock of any Subsidiary), Security or Chattel Paper in excess of $2,500,000 shall be promptly delivered to the Collateral Agent indorsed in a manner reasonably satisfactory to the Collateral Agent to be held as Collateral pursuant to the relevant Security Document. (b) With respect to any fee interest in any owned real property located in the United States having a value (together with improvements thereof) of at least $2,500,000 acquired after the Closing Date by any Loan Party with an individual fair market value in excess of $250,000, promptly (and in other than any event such real property subject to a Lien expressly permitted by Section 7.3(g)) (i) within sixty (60) 30 days of such acquisition, give notice of such acquisition or such longer period as approved to the Collateral Agent and, if requested by the Lender in its reasonable discretion): (i) Collateral Agent promptly thereafter execute and deliver a first priority Mortgage (subject to Liens permitted by Section 7.3 other than clauses (a), (h)(ii), (z) and (aa) thereof) in favor of the maximum principal Collateral Agent for the benefit of the Secured Parties, covering such real property (provided that no Mortgage nor survey shall be obtained if the Collateral Agent reasonably determines in consultation with the Borrower that the costs of obtaining such Mortgage or survey are excessive in relation to the value of the security to be afforded thereby), (ii) if reasonably requested by the Collateral Agent (A) provide the Lenders with a lenders’ title insurance policy with extended coverage covering such real property in an amount of at least equal to the purchase price of such real property in jurisdictions that impose mortgage recording taxes (or such other amount as shall be reasonably specified by the Lender in jurisdictions that do not impose mortgage recording taxes), in favor of the Lender covering such real property, (iiCollateral Agent) if requested by the Lender, provide the Lender with (1) title and extended coverage insurance (with such customary endorsements, coinsurance and reinsurance as the Lender may reasonably request) covering such real property, paid for by the Borrower and issued by a nationally recognized title insurance company, in an amount equal to the purchase price of such real property, (2) well as a current ALTA/NSPS ALTA survey thereof, paid for by the Borrower and in each case, including all improvements, easements and other customary matters thereon reasonably required by the Lender, together with a surveyor’s certificate and complying in all material respects with the minimum detail requirements of the American Land Title Association and National Society of Professional Surveyors as such requirements are in effect on the date of preparation of such survey, or an existing survey, in each case, sufficient for such title insurance company to remove all standard survey exceptions from unless the title insurance policy relating referred to such real property and issue the customary above shall not contain an exception for any matter shown by a survey related endorsements or otherwise reasonably acceptable (except to the Lenderextent an existing survey has been provided and specifically incorporated into such title insurance policy), (3) flood insurance determination certificateseach in form and substance reasonably satisfactory to the Collateral Agent, and if applicable(B) use commercially reasonable efforts to obtain any consents or estoppels reasonably deemed necessary by the Collateral Agent in connection with such Mortgage, evidence that each of the applicable Loan Party has obtained flood insurance covering such property foregoing in an amount required for form and substance reasonably satisfactory to the Lender to be in compliance with the National Flood Insurance Act of 1968 and (4) such other documents as the Lender may reasonably request that are in the Borrower’s possession with respect to any such real property, Collateral Agent and (iii) if requested by the Lender, Collateral Agent deliver to the Lender Collateral Agent legal opinions relating to such Mortgagethe matters described above, which opinions shall be in form and substance substance, and from counsel, reasonably satisfactory to the LenderCollateral Agent. (c) With respect to any new direct or indirect Domestic Subsidiary that is created or acquired after the Closing Date by any Loan Party, promptly (and promptly, but in any event case within thirty 30 days of such creation or acquisition (30) days or such longer which period as approved may be extended by the Lender Administrative Agent in its sole reasonable discretion): ), (i) give notice of such acquisition or creation to the Collateral Agent and, if requested by the Collateral Agent, execute and deliver to the Lender Collateral Agent such supplements, joinders or amendments to the applicable Security Documents Guarantee and Collateral Agreement or such other documents as the Lender Collateral Agent reasonably deems reasonably necessary or advisable to grant to the Lender Collateral Agent for the benefit of the Secured Parties a perfected first priority security interest (to the extent required by the Security Documents and with the priority required by Section 4.17) in the Capital Stock of such new Subsidiary that is owned directly or indirectly by such Loan Party, (ii) deliver to the Lender such documents and instruments as may be required to grant, perfect, protect and ensure the priority of such security interest, including but not limited to, Collateral Agent the certificates, if any, representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant such Loan Party, any Control Agreement with respect to each Deposit Account or Securities Account (other than, in each case, Excluded Accounts), and any Security Document (or any amendment, supplement or modification thereof) with respect to Intellectual Property (other than Excluded Assets), (iii) if such new Subsidiary is a wholly owned Domestic Subsidiary, cause such new Subsidiary or any Subsidiary formed for the purpose of acquiring any such Subsidiary (A) to become a party to the Guarantee and Collateral Agreement and other applicable Security Documents, (B) to take such actions as are reasonably necessary or advisable in the opinion of the Lender to grant to the Lender Collateral Agent for the benefit of the Secured Parties a perfected first priority security interest (subject to Liens permitted hereunderthe extent required by the Security Documents and with the priority required by Section 4.17) in the Collateral described in the Guarantee and Collateral Agreement or such other Security Documents, with respect to such Subsidiarynew Subsidiary (to the extent the Collateral Agent, including for the benefit of the Secured Parties, has a perfected security interest in the same type of Collateral as of the Closing Date), including, without limitation, the filing of UCC Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Lender and Collateral Agent. (Cd) With respect to deliver any new Foreign Subsidiary directly owned by Holdings, the Borrower or a Domestic Subsidiary that is created or acquired after the Closing Date by any Loan Party, promptly, but in any case within 30 days of such acquisition (which period may be extended by the Administrative Agent in its sole discretion), (i) give notice of such acquisition or creation to the Lender a customary certificate of such SubsidiaryCollateral Agent and, in a form reasonably satisfactory to the Lender, with appropriate insertions and attachments, and (iv) if requested by the LenderCollateral Agent, execute and deliver to the Lender legal opinions relating Collateral Agent such amendments to the matters described above, which opinions shall be Guarantee and Collateral Agreement or such other documents as the Collateral Agent deems necessary or reasonably advisable in form and substance, and from counsel, reasonably satisfactory order to grant to the Lender. Notwithstanding Collateral Agent, for the foregoingbenefit of the Secured Parties, a perfected security interest (ito the extent required by the Security Documents and with the priority required by Section 4.17) other in the Capital Stock of such new Subsidiary that is owned by such Loan Party (provided that (x) in no event shall more than 65% of the Collateral in which a Lien was previously granted or total outstanding voting Capital Stock of any Foreign Subsidiary be required to be granted by the Loan Parties, or the guarantees provided by the Loan Parties, in each case, on the Closing Date or pursuant to Section 5.2, the Loan Parties shall not be required to deliver so pledged and (y) 100% of non-voting stock of any Collateral or perfect the Lender’s security interest with respect to any Collateral (except to the extent perfection can be accomplished by filing UCC financing statements) or provide any guarantee of the Obligations, in each caseForeign Subsidiary, if the cost of delivering or perfecting the lien in such Collateral or of providing such guarantee exceeds the benefit to the Lender (which shall take into account any adverse tax consequences suffered or expected to be suffered by the Borrower or any Loan Party as a result thereof)any, in each case, as reasonably determined by the Lender, and (ii) other than the Collateral in which a Lien was previously granted or required to be granted by the Loan Parties, or the guarantees provided by the Loan Parties, in each case, on the Closing Date or pursuant to Section 5.2, no such Liens or guarantees shall be required to be provided by any Subsidiary in any case in which so pledged) and (or, if applicable, ii) to the extent that) the provision of such Lien or guarantee would violate permitted by applicable law, deliver to the Collateral Agent the certificates, if any, representing such Capital Stock, together with undated stock powers, in each caseblank, executed and delivered by a duly authorized officer of such Loan Party, and take such other action as may be necessary or, in the reasonable opinion of the Collateral Agent, necessary to perfect or ensure appropriate priority the Lien of the Collateral Agent thereon. (e) Notwithstanding anything to the contrary in any Loan Document, this Section shall not apply with respect to any collateral to the extent the Administrative Agent has reasonably determined by that the Lendervalue of such collateral to which this Section would otherwise apply is insufficient to justify the difficulty, time and/or expense of obtaining a perfected Lien therefrom.

Additional Collateral, etc. (a) With respect to any Collateral owned property acquired after the Closing Restatement Effective Date by the Borrower or any Loan Party Subsidiary Guarantor as to which the Lender Administrative Agent, for the benefit of the Secured Parties, does not have a perfected Lien that is required (except as expressly set forth in the applicable Security Document), within thirty (30) days of such acquisition (or within such longer period of time as reasonably consented to by the Guarantee and Collateral Agreement (excluding, for the avoidance of doubt, real property), the Borrower will, and will cause each other Loan Party to, promptly: Administrative Agent) (i) execute and deliver to the Lender Administrative Agent such amendments to the Amended and Restated Guarantee and Collateral Agreement or such other documents as the Lender Administrative Agent reasonably deems reasonably necessary or advisable to evidence that such Loan Party is a Guarantor and to grant to the Lender Administrative Agent, for the benefit of the Secured Parties, a security interest in such Collateral property and (ii) take all actions reasonably necessary or advisable in the reasonable opinion of the Lender to grant to the Lender Administrative Agent, for the benefit of the Secured Parties, a perfected first priority (except as expressly permitted by Section 7.2set forth in the applicable Security Document) perfected security interest and Lien in such Collateral as required by the Guarantee and Collateral Agreement or any other Security Documentproperty, including (if applicable) the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Amended and Restated Guarantee and Collateral Agreement or taking any other action by law or as may be reasonably requested by the LenderAdministrative Agent. (b) With respect to any fee simple interest in any real property having a value of at least $6,000,000 acquired after the Closing Restatement Effective Date by the Borrower or any Loan Party with an individual fair market value in excess of $250,000, promptly (and in any event Subsidiary Guarantor within sixty (60) days of such acquisition (or within such longer period of time as approved reasonably consented to by the Lender in its reasonable discretion): Administrative Agent) (iA) execute execute, acknowledge and deliver a first priority Mortgage in favor of the maximum principal Administrative Agent, for the benefit of the Secured Parties, in an amount no greater than 125% of the purchase price of such real if the property is located in jurisdictions that impose a state with mortgage recording taxes (or such other amount as shall be reasonably specified by the Lender in jurisdictions that do not impose mortgage recording taxes), in favor of the Lender tax covering such real property, (iiB) if requested by the LenderAdministrative Agent, provide the Lender Secured Parties with (1) title and extended coverage insurance (with such customary endorsements, coinsurance and reinsurance as the Lender may reasonably request) covering such real property, paid for by the Borrower and issued by a nationally recognized title insurance company, property in an amount at least equal to the purchase price of such real property, property (2and endorsements thereto) as well as a current ALTA/NSPS ALTA survey thereof, paid for by the Borrower and in each case, including all improvements, easements and other customary matters thereon reasonably required by the Lender, together with a surveyor’s certificate and complying in all material respects with the minimum detail requirements of the American Land Title Association and National Society of Professional Surveyors as such requirements are in effect on the date of preparation of such survey, (2) any consents or an existing survey, in each case, sufficient for such title insurance company to remove all standard survey exceptions from the title insurance policy relating to such real property and issue the customary survey related endorsements estoppels reasonably deemed necessary or otherwise reasonably acceptable to the Lender, (3) flood insurance determination certificates, and if applicable, evidence that the applicable Loan Party has obtained flood insurance covering such property in an amount required for the Lender to be in compliance with the National Flood Insurance Act of 1968 and (4) such other documents as the Lender may reasonably request that are in the Borrower’s possession with respect to any such real property, and (iii) if requested advisable by the Lender, deliver to the Lender legal opinions relating to Administrative Agent in connection with such Mortgage, which opinions shall be each of the foregoing in form and substance reasonably satisfactory to the Lender. Administrative Agent, (cC) With respect a flood hazard certificate, certified to any new direct or indirect Subsidiary that the Administrative Agent, specifying whether such real property is created or acquired after the Closing Date located in a special flood hazard zone and if so, evidence of flood insurance as required by any Loan Party, promptly Requirement of Law and (and in any event within thirty (30D) days or such longer period as approved by the Lender in its sole discretion): (i) execute and deliver to the Lender such supplements, joinders or amendments to the applicable Security Documents as the Lender deems reasonably necessary or advisable to grant to the Lender a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned directly or indirectly by such Loan Party, (ii) deliver to the Lender such documents and instruments as may be required to grant, perfect, protect and ensure the priority of such security interest, including but not limited to, the certificates, if any, representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, any Control Agreement with respect to each Deposit Account or Securities Account (other than, in each case, Excluded Accounts), and any Security Document (or any amendment, supplement or modification thereof) with respect to Intellectual Property (other than Excluded Assets), (iii) cause such new Subsidiary or any Subsidiary formed for the purpose of acquiring any such Subsidiary (A) to become a party to the Guarantee and Collateral Agreement and other applicable Security Documents, (B) to take such actions as are reasonably necessary or advisable in the opinion of the Lender to grant to the Lender a perfected first priority security interest (subject to Liens permitted hereunder) in the Collateral described in the Guarantee and Collateral Agreement or such other Security Documents, with respect to such Subsidiary, including the filing of UCC financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or as may be reasonably requested by the Lender and (C) to deliver to the Lender a customary certificate of such Subsidiary, in a form reasonably satisfactory to the Lender, with appropriate insertions and attachments, and (iv) if requested by the LenderAdministrative Agent, deliver to the Lender Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Lender. Notwithstanding Administrative Agent. (c) With respect to any new Restricted Subsidiary (other than a Foreign Subsidiary) created or acquired after the foregoingRestatement Effective Date by any Group Member (which, for the purposes of this paragraph (c), shall include any existing Restricted Subsidiary that ceases to be a Foreign Subsidiary or an Excluded Subsidiary), promptly (or within such period of time as reasonably consented to by the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Amended and Restated Guarantee and Collateral Agreement as the Administrative Agent reasonably deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected security interest in the Capital Stock of such new Restricted Subsidiary that is owned by any Group Member, (ii) deliver to the Administrative Agent the certificates, if any, representing such Capital Stock, together with undated stock powers or equivalents, in blank, executed and delivered by a duly authorized officer of the relevant Group Member, (iii) cause such new Restricted Subsidiary (other than any Securitization Subsidiary) (A) to become a party to the Amended and Restated Guarantee and Collateral Agreement, (B) to take such actions reasonably necessary or reasonably advisable to grant to the Administrative Agent for the benefit of the Secured Parties a (to the extent provided in the Amended and Restated Guarantee and Collateral Agreement) perfected security interest in the Collateral described in which a Lien was previously granted or required to be granted by the Loan Parties, or the guarantees provided by the Loan Parties, in each case, on the Closing Date or pursuant to Section 5.2, the Loan Parties shall not be required to deliver any Amended and Restated Guarantee and Collateral or perfect the Lender’s security interest Agreement with respect to any such new Restricted Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Amended and Restated Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent and (except C) to deliver to the extent perfection can be accomplished by filing UCC financing statements) or provide any guarantee Administrative Agent a certificate of such Restricted Subsidiary, substantially in the Obligationsform of Exhibit C, in each case, if the cost of delivering or perfecting the lien in such Collateral or of providing such guarantee exceeds the benefit to the Lender (which shall take into account any adverse tax consequences suffered or expected to be suffered by the Borrower or any Loan Party as a result thereof), in each case, as reasonably determined by the Lenderwith appropriate insertions and attachments, and (iv) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. (d) With respect to (i) any new Foreign Subsidiary created or acquired after the Restatement Effective Date by any Group Member (other than by any Group Member that is a Foreign Subsidiary) that is a Material Foreign Subsidiary or a direct or indirect parent of any Material Subsidiaries, or (ii) other than the Collateral in which any Foreign Subsidiary that becomes a Lien was previously granted Material Foreign Subsidiary or required is a direct or indirect parent of any Subsidiary that becomes a Material Foreign Subsidiary, promptly (A) (or within such period of time as reasonably consented to be granted by the Loan Administrative Agent) execute and deliver to the Administrative Agent such amendments or supplements to the Amended and Restated Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, or a (except as expressly set forth in the guarantees provided Amended and Restated Guarantee and Collateral Agreement) perfected security interest in the Capital Stock of such new Foreign Subsidiary that is owned by any such Group Member (provided, that in no event shall more than 65% of the Loan Parties, in each case, on the Closing Date or pursuant to Section 5.2, no total outstanding voting Capital Stock of any such Liens or guarantees shall new Foreign Subsidiary be required to be provided so pledged), (B) deliver to the Administrative Agent the certificates, if any, representing such Capital Stock, together with undated stock powers or equivalents, in blank, executed and delivered by a duly authorized officer of the relevant Group Member, as the case may be, and take such other action as may be reasonably necessary or, in the reasonable opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein, and (C) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. (e) If at any Subsidiary in time the aggregate amount of Consolidated EBITDA or Consolidated Total Assets attributable to all Subsidiaries that are not Material Subsidiaries exceeds five percent (5.0%) of Consolidated EBITDA of the Borrower and its Restricted Subsidiaries for any case in which such period or five percent (5.0%) of Consolidated Total Assets of the Borrower and its Restricted Subsidiaries as of the end of any such fiscal quarter, the Borrower (or, if applicablein the event the Borrower has failed to do so within forty-five (45) days, the Administrative Agent) shall designate sufficient Domestic Subsidiaries as “Material Domestic Subsidiaries” or sufficient Foreign Subsidiaries as “Material Foreign Subsidiaries” to eliminate such excess, and such designated Subsidiaries shall for all purposes of this Agreement constitute Material Domestic Subsidiaries or Material Foreign Subsidiaries, respectively. (f) Promptly after the consummation of any Permitted Foreign Investment, (or within such period of time as reasonably consented to by the Administrative Agent) execute and deliver to the extent thatAdministrative Agent such amendments or supplements to the Amended and Restated Guarantee and Collateral Agreement and the Security Documents as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a (except as expressly set forth in the Amended and Restated Guarantee and Collateral Agreement) perfected security interest in any promissory notes required to be delivered in accordance with the provision definition of such Lien or guarantee would violate applicable law, in each case, as reasonably determined by the LenderPermitted Foreign Investment.

Additional Collateral, etc. (a) With Subject to and consistent with the Security and Guarantee Principles, with respect to any Collateral property (to the extent included in the definition of Collateral) acquired at any time after the Closing Date by any Loan Party (other than any property described in paragraph (b), (c) or (d) below) as to which the Lender Collateral Agent, for the benefit of the Secured Parties, does not have a perfected Lien Lien, within thirty (30) days of such acquisition (or ninety (90) days in the case of an acquisition by a Foreign Subsidiary that is required a Loan Party), or such longer period as agreed to by the Guarantee and Collateral Agreement (excludingAgent in its sole discretion, for the avoidance of doubt, real property), the Borrower will, and will cause each other Loan Party to, promptly: (i) execute and deliver to the Lender Collateral Agent such amendments or supplements to the Guarantee and Collateral Agreement applicable Security Documents or such other documents as the Lender Collateral Agent reasonably deems reasonably necessary or advisable to evidence that such Loan Party is a Guarantor and to grant to the Lender Collateral Agent, for the benefit of the Secured Parties, a valid and enforceable first priority security interest in such Collateral property and (ii) take all actions reasonably necessary or advisable in the reasonable opinion of the Lender to grant to the Lender Collateral Agent, for the benefit of the Secured Parties, a perfected first priority (except as expressly permitted by Section 7.2) security interest and Lien (subject to Liens permitted hereunder) in such Collateral as required by the Guarantee and Collateral Agreement or any other Security Documentproperty, including (if applicable) the filing of Uniform Commercial Code UCC financing statements in such jurisdictions as may be required by the Guarantee and Collateral Security Agreement or taking any by other action applicable law or as may reasonably be requested by the LenderCollateral Agent. (b) With Subject to and consistent with the Security and Guarantee Principles, with respect to any fee interest in any real property Real Property (excluding any Leaseholds) having a fair market value (together with improvements thereof) of at least $5,000,000 acquired after the Closing Date by any Loan Party with an individual fair market value in excess of $250,000Party, promptly within ninety (and in any event within sixty (6090) days of such acquisition (or such longer period as approved agreed to by the Lender Collateral Agent in its reasonable sole discretion): ) of the acquisition of such interest, (i) execute and deliver a first priority Mortgage in the maximum principal amount of the purchase price of such real property in jurisdictions that impose mortgage recording taxes (or such other amount as shall be reasonably specified by the Lender in jurisdictions that do not impose mortgage recording taxes)Mortgage, in favor of the Lender Collateral Agent, for the benefit of the Secured Parties, covering such real propertyinterest in Real Property, (ii) if requested by the Lender, provide the Lender with (1) title and extended coverage insurance (with such customary endorsements, coinsurance and reinsurance as the Lender may reasonably request) covering such real property, paid for by the Borrower and issued by a nationally recognized title insurance company, in an amount equal to the purchase price of such real property, (2) a current ALTA/NSPS survey thereof, paid for by the Borrower and in each case, including all improvements, easements and other customary matters thereon reasonably required by the Lender, together along with a surveyor’s certificate and complying corresponding UCC fixture filing for filing in all material respects with the minimum detail requirements of the American Land Title Association and National Society of Professional Surveyors as such requirements are in effect on the date of preparation of such survey, or an existing survey, in each case, sufficient for such title insurance company to remove all standard survey exceptions from the title insurance policy relating to such real property and issue the customary survey related endorsements or otherwise reasonably acceptable to the Lender, (3) flood insurance determination certificates, and if applicable, evidence that the applicable Loan Party has obtained flood insurance covering such property in an amount required for the Lender to be in compliance with the National Flood Insurance Act of 1968 and (4) such other documents as the Lender may reasonably request that are in the Borrower’s possession with respect to any such real propertyjurisdiction, and (iii) if requested by the Lender, deliver to the Lender legal opinions relating to such Mortgage, which opinions shall be each in form and substance reasonably satisfactory to the LenderCollateral Agent, as may be necessary to create a valid, perfected first and subsisting Lien, subject to liens permitted under Section 9.3, against such Real Property, (ii) provide the Lenders with title and extended coverage insurance covering such interest in Real Property in an amount at least equal to the fair market value of such Real Property (or such lesser amount as shall be specified by the Collateral Agent) together with title endorsements reasonably requested by the Collateral Agent, (iii) provide the Lenders with an ALTA survey thereof (or an existing survey accompanied, if necessary, by a “no-change” affidavit and/or other documents if same is/are sufficient for the title insurer to issue survey coverage in the applicable title policy, remove therefrom the standard survey exceptions, and issue the endorsements required pursuant to subsection (ii) above), together with a surveyor’s certification, (iv) such affidavits, certificates, instruments of indemnification and other items (including a so-called “gap” indemnification) as shall be reasonably required to induce the title insurer to issue the applicable title policy and endorsements referenced in clause (ii) above, (v) deliver to the Collateral Agent legal opinions in form and substance reasonably satisfactory to the Collateral Agent and covering such matters as the Collateral Agent may reasonably request, including, without limitation, the enforceability, due authorization, execution and delivery of the applicable Mortgage, (vi) deliver to the Collateral Agent a “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each parcel of Real Property (together with notice about special flood hazard area status and flood disaster assistance, duly executed by the applicable Loan Party entering into the applicable Mortgage), and in the event any such Real Property or a portion thereof is located within an area designated by the Director of the Federal Emergency Management Agency to be a “special flood hazard area” and as required by applicable law, evidence of a flood insurance policy for such Real Property or the applicable portion thereof; and (vii) such other information, documentation (including, but not limited to, appraisals, environmental reports, and to the extent applicable, using commercially reasonable efforts, subordination agreements), certifications, in each case, as may be reasonably required by the Collateral Agent or necessary in order to create a valid, perfected first and subsisting Lien subject to liens permitted under Section 9.3 against the Real Property covered by the applicable Mortgage. (c) With Subject to and consistent with the Security and Guarantee Principles, with respect to any new direct or indirect Subsidiary that is Guarantor created or acquired after the Closing Date by any Loan Party, promptly (and in any event within thirty (30) days of such creation or acquisition (or ninety (90) days in the case of a Subsidiary Guarantor that is a Foreign Subsidiary), or such longer period as approved agreed to by the Lender Collateral Agent in its sole discretion): , (i) execute and deliver to the Lender Collateral Agent such supplements, joinders or amendments to this Agreement and the applicable Security Documents and such comparable documentation or other Security Documents as the Lender Collateral Agent deems reasonably necessary or advisable to grant to the Lender Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary Guarantor that is owned directly or indirectly by such any Loan Party, (ii) deliver to the Lender Collateral Agent the certificates representing such documents Capital Stock (if any), together with undated stock powers, in blank, executed and instruments delivered by a duly Authorized Officer of the relevant Loan Party (iii) cause such new Subsidiary Guarantor (a) to execute and deliver to the Collateral Agent (x) a Guarantor Joinder Agreement or such comparable documentation requested by the Collateral Agent to become a Subsidiary Guarantor and guarantee the Obligations, (y) a joinder agreement to the Security Agreement, substantially in the form annexed thereto, or such comparable documentation or other Security Documents requested by the Collateral Agent, as applicable, (b) to take such actions reasonably necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the assets (other than Excluded Assets) of such new Subsidiary Guarantor, including the filing of UCC financing statements in such jurisdictions as may be required by the Security Agreement or comparable documentation or by other applicable law or as may be requested by the Collateral Agent and (c) to grant, perfect, protect and ensure deliver to the priority Collateral Agent (i) a certificate of such Subsidiary Guarantor, substantially in the form of Exhibit M, with appropriate insertions and attachments and (ii) if reasonably requested by the Collateral Agent, a legal opinion from counsel to such new Subsidiary Guarantor in form and substance satisfactory to the Collateral Agent and (iv) if such new Subsidiary Guarantor owns real property with a fair market value of at least $5,000,000, within ninety (90) days of such party becoming a Subsidiary Guarantor (or such longer period as agreed to by the Collateral Agent in its sole discretion), deliver the documents required pursuant to Section 8.8(b) hereof. (d) Subject to and consistent with the Security and Guarantee Principles, with respect to any new Restricted Subsidiary which is an Excluded Foreign Subsidiary described in clause (i) of the definition of Excluded Foreign Subsidiary (other than an Immaterial Subsidiary) created or acquired after the Closing Date by any Loan Party, within ninety (90) days of such creation or acquisition, (i) execute and deliver to the Collateral Agent such Security Documents or amendments thereto as the Collateral Agent reasonably deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interestinterest (subject to Liens permitted hereunder) in the Capital Stock of such entity; provided that not more than 65% of the total outstanding Capital Stock of any such Excluded Foreign Subsidiary shall be pledged, including but not limited to, (ii) deliver to the certificates, Collateral Agent the certificates (if any, ) representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer Authorized Officer of the relevant Loan PartyParty and (iii) if reasonably requested by the Collateral Agent, any Control Agreement with deliver to the Collateral Agent legal opinions in form and substance reasonably satisfactory to the Collateral Agent and covering such matters as the Collateral Agent may request. (e) With respect to each Deposit Account any new Non-Guarantor Subsidiary created or Securities Account acquired after the Closing Date by any Loan Party (other than, in each case, but excluding any Excluded AccountsForeign Subsidiary and any Non-Guarantor Subsidiary to the extent a pledge of the Capital Stock of such entity is prohibited by its Organizational Documents or requires the consent of any Person party thereto), and any Security Document within thirty (30) days of such creation or acquisition (or any amendment, supplement or modification thereof) with respect such longer period as agreed to Intellectual Property (other than Excluded Assetsby the Collateral Agent in its sole discretion), (iiii) cause such new Subsidiary or any Subsidiary formed for the purpose of acquiring any such Subsidiary (A) to become a party execute and deliver to the Guarantee and Collateral Agreement and other applicable Agent such Security Documents, (B) to take such actions Documents or amendments thereto as are reasonably the Collateral Agent deems necessary or advisable in the opinion of the Lender to grant to the Lender Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest (subject to Liens permitted hereunder) in the Capital Stock of such Non-Guarantor Subsidiary that is owned by any Loan Party, (ii) deliver to the Collateral described Agent the certificates representing such Capital Stock (if any), together with undated stock powers, in blank, executed and delivered by a duly Authorized Officer of the Guarantee and Collateral Agreement or relevant Loan Party, (iii) cause such other Security Documents, with respect to such Subsidiary, including the filing of UCC financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or as may be reasonably requested by the Lender and (C) new Subsidiary Guarantor to deliver to the Lender Collateral Agent a customary certificate of such SubsidiarySubsidiary Guarantor, substantially in a the form reasonably satisfactory to the Lenderof Exhibit M, with appropriate insertions and attachmentsattachments (including modifications based on the Security and Guarantee Principles), and (iv) if reasonably requested by the LenderCollateral Agent, deliver to the Lender Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, substance reasonably satisfactory to the Lender. Notwithstanding the foregoing, (i) other than Collateral Agent and covering such matters as the Collateral in which a Lien was previously granted or required to be granted by the Loan Parties, or the guarantees provided by the Loan Parties, in each case, on the Closing Date or pursuant to Section 5.2, the Loan Parties shall not be required to deliver any Collateral or perfect the Lender’s security interest with respect to any Collateral (except to the extent perfection can be accomplished by filing UCC financing statements) or provide any guarantee of the Obligations, in each case, if the cost of delivering or perfecting the lien in such Collateral or of providing such guarantee exceeds the benefit to the Lender (which shall take into account any adverse tax consequences suffered or expected to be suffered by the Borrower or any Loan Party as a result thereof), in each case, as reasonably determined by the Lender, and (ii) other than the Collateral in which a Lien was previously granted or required to be granted by the Loan Parties, or the guarantees provided by the Loan Parties, in each case, on the Closing Date or pursuant to Section 5.2, no such Liens or guarantees shall be required to be provided by any Subsidiary in any case in which (or, if applicable, to the extent that) the provision of such Lien or guarantee would violate applicable law, in each case, as reasonably determined by the LenderAgent may request.

Additional Collateral, etc. (a) With respect to any Collateral personal Property acquired after the Closing Initial Amendment Date by the Parent or any Loan Party of its Subsidiaries (other than (w) any leasehold, easement or fee interest in real property, (x) any Property subject to a Lien expressly permitted by Section 7.3(g), (y) Property acquired by an Excluded Subsidiary and (z) Property acquired directly by the Parent, Holdings or SBA Senior Finance other than the Capital Stock of a Person of which any of Holdings, SBA Senior Finance or the Borrower is a Subsidiary) as to which the Lender Administrative Agent, for the benefit of the Secured Parties, does not have a perfected Lien that is required by the Guarantee and Collateral Agreement (excludingLien, for the avoidance of doubt, real property), the Borrower will, and will cause each other Loan Party to, promptly: promptly (i) execute and deliver to the Lender Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Lender Administrative Agent deems reasonably necessary or advisable to evidence that such Loan Party is a Guarantor and to grant to the Lender Administrative Agent, for the benefit of the Secured Parties, a security interest in such Collateral Property and (ii) take all actions necessary or advisable in the reasonable opinion of the Lender to grant to the Lender Administrative Agent, for the benefit of the Secured Parties, a perfected first priority (except as expressly permitted by Section 7.2) security interest and Lien in such Collateral as required by the Guarantee and Collateral Agreement or any other Security DocumentProperty, including (if applicable) without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or taking any other action by law or as reasonably may be requested by the LenderAdministrative Agent. (b) With respect to any fee interest in any real property acquired after the Closing Date by any Loan Party with new Subsidiary (other than an individual fair market value in excess of $250,000, promptly (and in any event within sixty (60Excluded Subsidiary) days of such acquisition or such longer period as approved by the Lender in its reasonable discretion): (i) execute and deliver a first priority Mortgage in the maximum principal amount of the purchase price of such real property in jurisdictions that impose mortgage recording taxes (or such other amount as shall be reasonably specified by the Lender in jurisdictions that do not impose mortgage recording taxes), in favor of the Lender covering such real property, (ii) if requested by the Lender, provide the Lender with (1) title and extended coverage insurance (with such customary endorsements, coinsurance and reinsurance as the Lender may reasonably request) covering such real property, paid for by the Borrower and issued by a nationally recognized title insurance company, in an amount equal to the purchase price of such real property, (2) a current ALTA/NSPS survey thereof, paid for by the Borrower and in each case, including all improvements, easements and other customary matters thereon reasonably required by the Lender, together with a surveyor’s certificate and complying in all material respects with the minimum detail requirements of the American Land Title Association and National Society of Professional Surveyors as such requirements are in effect on the date of preparation of such survey, or an existing survey, in each case, sufficient for such title insurance company to remove all standard survey exceptions from the title insurance policy relating to such real property and issue the customary survey related endorsements or otherwise reasonably acceptable to the Lender, (3) flood insurance determination certificates, and if applicable, evidence that the applicable Loan Party has obtained flood insurance covering such property in an amount required for the Lender to be in compliance with the National Flood Insurance Act of 1968 and (4) such other documents as the Lender may reasonably request that are in the Borrower’s possession with respect to any such real property, and (iii) if requested by the Lender, deliver to the Lender legal opinions relating to such Mortgage, which opinions shall be in form and substance reasonably satisfactory to the Lender. (c) With respect to any new direct or indirect Subsidiary that is created or acquired after the Closing Initial Amendment Date (which, for the purposes of this paragraph, shall include any existing Subsidiary that ceases to be an Excluded Subsidiary or Securitization Subsidiary) by the Borrower or any Loan Partyof its Subsidiaries, promptly (and in any event within thirty (30) days or such longer period as approved by the Lender in its sole discretion): (i) execute and deliver to the Lender Administrative Agent such supplements, joinders or amendments to the applicable Security Documents Guarantee and Collateral Agreement as the Lender Administrative Agent deems reasonably necessary or advisable to grant to the Lender Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned directly by the Borrower or indirectly by such Loan Partyany of its Subsidiaries, (ii) deliver to the Lender such documents and instruments as may be required to grant, perfect, protect and ensure Administrative Agent the priority of such security interest, including but not limited to, the certificates, if any, certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan PartyBorrower or such Subsidiary, any Control Agreement with respect to each Deposit Account or Securities Account (other than, in each case, Excluded Accounts), and any Security Document (or any amendment, supplement or modification thereof) with respect to Intellectual Property (other than Excluded Assets)as the case may be, (iii) cause such new Subsidiary or any Subsidiary formed for the purpose of acquiring any such Subsidiary (A) to become a party to the Guarantee and Collateral Agreement and other applicable Security Documents, (B) to take such actions as are reasonably necessary or advisable in the opinion of the Lender to grant to the Lender Administrative Agent for the benefit of the Secured Parties a perfected first priority security interest (subject to Liens permitted hereunder) in the Collateral described in the Guarantee and Collateral Agreement or such other Security Documents, with respect to such new Subsidiary, including including, without limitation, the filing of UCC Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Lender and (C) to deliver to the Lender a customary certificate of such Subsidiary, in a form reasonably satisfactory to the Lender, with appropriate insertions and attachmentsAdministrative Agent, and (iv) if requested by the LenderAdministrative Agent, deliver to the Lender Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Lender. Notwithstanding the foregoing, Administrative Agent. (ic) other than the Collateral in which a Lien was previously granted or required to be granted by the Loan Parties, or the guarantees provided by the Loan Parties, in each case, on the Closing Date or pursuant to Section 5.2, the Loan Parties shall not be required to deliver any Collateral or perfect the Lender’s security interest with With respect to any Collateral (except to new Excluded Subsidiary created or acquired after the extent perfection can be accomplished by filing UCC financing statements) or provide any guarantee of the Obligations, in each case, if the cost of delivering or perfecting the lien in such Collateral or of providing such guarantee exceeds the benefit to the Lender (which shall take into account any adverse tax consequences suffered or expected to be suffered Initial Amendment Date by the Borrower or any Loan Party of its Subsidiaries, promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable in order to grant to the Administrative Agent, for the benefit of the Secured Parties, a result thereof), perfected first priority security interest in each case, as reasonably determined the Capital Stock of such new Excluded Subsidiary that is owned by the Lender, and Borrower or any of its Subsidiaries (ii) other provided that in no event shall more than 65% of the Collateral in which a Lien was previously granted or required to be granted by the Loan Parties, or the guarantees provided by the Loan Parties, in each case, on the Closing Date or pursuant to Section 5.2, no total outstanding Capital Stock of any such Liens or guarantees shall new Excluded Subsidiary be required to be provided so pledged), (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by any Subsidiary a duly authorized officer of the Borrower or such Excluded Subsidiary, as the case may be, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Lien of the Administrative Agent thereon, and (iii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. For the avoidance of doubt, no local perfection measures shall be taken in any case in which (or, if applicable, to the extent that) the provision of such Lien or guarantee would violate applicable law, in each case, as reasonably determined by the Lenderforeign jurisdiction.

Additional Collateral, etc. (a) With respect to any Collateral Property acquired after the Original Closing Date by the Company or any Loan Party of its Subsidiaries (other than (w) any interest in real property or any Property described in paragraph (c) of this Section 6.08, (x) any Property subject to a Lien permitted by Section 7.03(g), (y) Property acquired by an Excluded Domestic Subsidiary and (z) Property acquired by or Capital Stock in an Excluded Foreign Subsidiary) as to which the Lender Collateral Agent, for the benefit of the Secured Parties, does not have a perfected Lien that is required by the Guarantee and Collateral Agreement (excludingLien, for the avoidance of doubt, real property), the Borrower will, and will cause each other Loan Party to, promptly: promptly (i) execute and deliver to the Lender Collateral Agent such amendments to the Guarantee and Collateral Agreement or (and, for any Foreign Subsidiary Guarantor, such other Security Documents to which it is a party) and such other documents (including intellectual property security agreements) as the Lender Collateral Agent reasonably deems reasonably necessary or advisable to evidence that such Loan Party is a Guarantor and to grant to the Lender Collateral Agent, for the benefit of the Secured Parties, a security interest in such Property (to the extent such Property is of a type that would constitute Collateral as described in the Guarantee and Collateral Agreement or other Security Documents to which any Foreign Subsidiary Guarantor is a party) and (ii) take all actions necessary or advisable in the reasonable opinion of the Lender to grant to the Lender Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest (subject, except as expressly in the case of the pledge of any Subsidiary Capital Stock, to Liens permitted by Section 7.27.03) security interest and Lien in such Collateral as Property (to the extent required by the Guarantee and Collateral Agreement or any other Security DocumentDocuments to which any Foreign Subsidiary Guarantor is a party), including (if applicable) without limitation, the filing of Uniform Commercial Code financing statements and equivalent filings in other jurisdictions and/or intellectual property security agreements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or taking other Security Documents to which any other action Foreign Subsidiary Guarantor is a party or by law or as may be reasonably requested by the LenderCollateral Agent. (b) With respect to any fee simple interest in any real property having a value (together with improvements thereof) of at least $4,400,000 acquired after the Original Closing Date by the Company or any Loan Party with of its Subsidiaries (other than any such real property owned by an individual fair market value in excess of $250,000Excluded Domestic Subsidiary, an Excluded Foreign Subsidiary or subject to a Lien permitted by Section 7.03(g)), promptly (and in any event within sixty (60) days of such acquisition or such longer period as approved by the Lender in its reasonable discretion): (i) execute and deliver a first priority Mortgage in favor of the maximum principal Collateral Agent, for the benefit of the Secured Parties, covering such real property, (ii) if requested by the Collateral Agent, provide the Lenders with (x) title and extended coverage insurance covering such real property in an amount of at least equal to the purchase price of such real property in jurisdictions that impose mortgage recording taxes (or such other amount as shall be reasonably specified by the Lender in jurisdictions that do not impose mortgage recording taxes), in favor of the Lender covering such real property, (iiCollateral Agent) if requested by the Lender, provide the Lender with (1) title and extended coverage insurance (with such customary endorsements, coinsurance and reinsurance as the Lender may reasonably request) covering such real property, paid for by the Borrower and issued by a nationally recognized title insurance company, in an amount equal to the purchase price of such real property, (2) well as a current ALTA/NSPS ALTA survey thereof, paid for by the Borrower and in each case, including all improvements, easements and other customary matters thereon reasonably required by the Lender, together with a surveyor’s certificate and complying (y) any consents or estoppels reasonably deemed necessary or advisable by the Collateral Agent in all material respects connection with the minimum detail requirements such Mortgage, each of the American Land Title Association foregoing in form and National Society substance reasonably satisfactory to the Collateral Agent (or equivalent documents, if any, to the extent relevant in the jurisdiction of Professional Surveyors as such requirements are in effect on organization of any Foreign Subsidiary Guarantor or the date of preparation of such survey, or an existing survey, in each case, sufficient for such title insurance company to remove all standard survey exceptions from the title insurance policy relating to jurisdiction where such real property and issue the customary survey related endorsements or otherwise reasonably acceptable to the Lender, (3is located) flood insurance determination certificates, and if applicable, evidence that the applicable Loan Party has obtained flood insurance covering such property in an amount required for the Lender to be in compliance with the National Flood Insurance Act of 1968 and (4) such other documents as the Lender may reasonably request that are in the Borrower’s possession with respect to any such real property, and (iii) if requested by the LenderCollateral Agent, deliver to the Lender legal opinions relating to such Mortgage, which opinions shall be in form and substance reasonably satisfactory to the Lender. (c) With respect to any new direct or indirect Subsidiary that is created or acquired after the Closing Date by any Loan Party, promptly (and in any event within thirty (30) days or such longer period as approved by the Lender in its sole discretion): (i) execute and deliver to the Lender such supplements, joinders or amendments to the applicable Security Documents as the Lender deems reasonably necessary or advisable to grant to the Lender a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned directly or indirectly by such Loan Party, (ii) deliver to the Lender such documents and instruments as may be required to grant, perfect, protect and ensure the priority of such security interest, including but not limited to, the certificates, if any, representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, any Control Agreement with respect to each Deposit Account or Securities Account (other than, in each case, Excluded Accounts), and any Security Document (or any amendment, supplement or modification thereof) with respect to Intellectual Property (other than Excluded Assets), (iii) cause such new Subsidiary or any Subsidiary formed for the purpose of acquiring any such Subsidiary (A) to become a party to the Guarantee and Collateral Agreement and other applicable Security Documents, (B) to take such actions as are reasonably necessary or advisable in the opinion of the Lender to grant to the Lender a perfected first priority security interest (subject to Liens permitted hereunder) in the Collateral described in the Guarantee and Collateral Agreement or such other Security Documents, with respect to such Subsidiary, including the filing of UCC financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or as may be reasonably requested by the Lender and (C) to deliver to the Lender a customary certificate of such Subsidiary, in a form reasonably satisfactory to the Lender, with appropriate insertions and attachments, and (iv) if requested by the Lender, deliver to the Lender Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the LenderCollateral Agent. Notwithstanding No later than three Business Days prior to the foregoingdate on which a Mortgage is executed and delivered pursuant to this Section 6.08(b), in order to comply with the Flood Laws, the Collateral Agent shall have received the following documents (collectively, the “Flood Documents”): (A) a completed standard “life of loan” flood hazard determination form (a “Flood Determination Form”), (B) if the improvement(s) to the applicable improved real property is located in a special flood hazard area, a notification to the Company (“Company Notice”) and (if applicable) notification to the Company that flood insurance coverage under the National Flood Insurance Program (“NFIP”) is not available because the community does not participate in the NFIP, (C) documentation evidencing the Company’s receipt of the Company Notice (e.g., countersigned Company Notice, return receipt of certified U.S. Mail, or overnight delivery), and (D) if the Company Notice is required to be given and flood insurance is available in the community in which the property is located, a copy of one of the following: the flood insurance policy, the Company’s application for a flood insurance policy plus proof of premium payment, a declaration page confirming that flood insurance has been issued, or such other evidence of flood insurance satisfactory to the Collateral Agent (any of the foregoing being “Evidence of Flood Insurance”) (or equivalent documents, if any, to the extent relevant in the jurisdiction of organization of any Foreign Subsidiary Guarantor or the jurisdiction where such real property is located). (c) With respect to any new Subsidiary (other than an Excluded Foreign Subsidiary) created or acquired after the Original Closing Date (which, for the purposes of this paragraph, shall include any existing Subsidiary that ceases to be an Excluded Foreign Subsidiary), by the Company or any of its Subsidiaries (other than by an Excluded Domestic Subsidiary), promptly (i) other than execute and deliver to the Collateral Agent such amendments to the Guarantee and Collateral Agreement (and, for any Foreign Subsidiary Guarantor, such other Security Documents to which it is a party) as the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by the Company or any of its Subsidiaries, (ii) deliver to the Collateral Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Company or such Subsidiary, as the case may be, (iii) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement (and, for any Foreign Subsidiary Guarantor, such other Security Documents to which a Lien was previously granted or required it is to be granted by a party) and (B) to take such actions necessary or advisable to grant to the Loan Parties, or Collateral Agent for the guarantees provided by benefit of the Loan Parties, in each case, on the Closing Date or pursuant to Section 5.2, the Loan Secured Parties shall not be required to deliver any Collateral or perfect the Lender’s a perfected first priority security interest (subject, except in the case of the pledge of any Subsidiary Capital Stock, to Liens permitted by Section 7.03) in the Collateral described in the Guarantee and Collateral Agreement (and, for any Foreign Subsidiary Guarantor, such other Security Documents to which it is a party) with respect to any Collateral (except such new Subsidiary to the extent perfection can be accomplished required by the Guarantee and Collateral Agreement (and, for any Foreign Subsidiary Guarantor, such other Security Documents to which it is a party), including, without limitation, the filing UCC of Uniform Commercial Code financing statements) or provide any guarantee of the Obligations, statements and equivalent filings in each case, if the cost of delivering or perfecting the lien other relevant jurisdictions and intellectual property security agreements in such Collateral or of providing such guarantee exceeds the benefit to the Lender (which shall take into account any adverse tax consequences suffered or expected to jurisdictions as may be suffered required by the Borrower Guarantee and Collateral Agreement, or such other Security Documents to which any Loan Party Foreign Subsidiary Guarantor is a party, or by law or as a result thereof), in each case, as reasonably determined may be requested by the LenderCollateral Agent, and (iiiv) if requested by the Collateral Agent, deliver to the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agent. (d) With respect to any new Excluded Foreign Subsidiary (other than any De Minimis Excluded Foreign Subsidiary) created or acquired after the Original Closing Date by the Company or any of its Subsidiaries (which, for the purposes of this paragraph, shall include any existing Subsidiary that ceases to be a De Minimis Excluded Foreign Subsidiary) (other than any Excluded Foreign Subsidiaries), promptly (i) execute and deliver to the Collateral Agent such amendments to the Guarantee and Collateral Agreement (and, for any Foreign Subsidiary Guarantor, such other Security Documents to which it is a party) or such other documents as the Collateral Agent reasonably deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in which a Lien was previously granted or required to be granted the Capital Stock of such new Subsidiary that is owned by the Loan Parties, Company or any of its Subsidiaries (other than any Excluded Foreign Subsidiaries) (provided that in no event shall more than 65% of the guarantees provided by the Loan Parties, in each case, on the Closing Date or pursuant to Section 5.2, no total outstanding voting Capital Stock of any such Liens or guarantees shall new Excluded Foreign Subsidiary be required to be provided so pledged), (ii) deliver to the Collateral Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by any Subsidiary in any a duly authorized officer of the Company or such Subsidiary, as the case in which (may be, and take such other action as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the Lien of the Collateral Agent thereon, and (iii) if applicablerequested by the Collateral Agent, deliver to the extent that) Collateral Agent legal opinions relating to the provision of such Lien or guarantee would violate applicable lawmatters described above, which opinions shall be in each caseform and substance, as and from counsel, reasonably determined by satisfactory to the LenderCollateral Agent.

Additional Collateral, etc. (a) With respect to any Collateral Property acquired after the Closing Date by the Company or any Loan Party of its Restricted Subsidiaries (other than (1) any interest in real property or any Property described in paragraph (2) of this Section 6.08, (3) any Property subject to a Lien permitted by Section 7.03(g), (4) Property acquired by an Excluded Domestic Subsidiary, (5) Property acquired by a Foreign Subsidiary, (6) any Excluded Asset and (7) Capital Stock in a Foreign Subsidiary or Immaterial Restricted Subsidiary) as to which the Lender Collateral Agent, for the benefit of the Secured Parties, does not have a perfected Lien that is required by the Guarantee and Collateral Agreement (excludingLien, for the avoidance of doubt, real property), the Borrower will, and will cause each other Loan Party to, promptly: promptly (i) execute and deliver to the Lender Collateral Agent such amendments to the Guarantee and Collateral Agreement or and such other documents (including intellectual property security agreements) as the Lender Collateral Agent reasonably deems reasonably necessary or advisable to evidence that such Loan Party is a Guarantor and to grant to the Lender Collateral Agent, for the benefit of the Secured Parties, a security interest in such Property (to the extent such Property is of a type that would constitute Collateral as described in the Guarantee and Collateral Agreement) and (ii) take all actions necessary or advisable in the reasonable opinion of the Lender to grant to the Lender Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest (subject, except as expressly in the case of the pledge of any Restricted Subsidiary Capital Stock, to Liens permitted by Section 7.27.03) security interest and Lien in such Collateral as Property (to the extent required by the Guarantee and Collateral Agreement or any other Security DocumentAgreement), including (if applicable) without limitation, the filing of Uniform Commercial Code financing statements and equivalent filings in other jurisdictions and/or intellectual property security agreements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or taking any other action by law or as may be reasonably requested by the LenderCollateral Agent. (b) With respect to any fee simple interest in any real property having a value (together with improvements thereof) of at least $10,000,000 acquired after the Closing Date by the Company or any Loan Party with of its Restricted Subsidiaries (other than any such real property owned by an individual fair market value in excess of $250,000Excluded Domestic Subsidiary, a Foreign Subsidiary or subject to a Lien permitted by Section 7.03(g)), promptly (and in any event within sixty (60) days of such acquisition or such longer period as approved by the Lender in its reasonable discretion): (i) execute and deliver a first priority Mortgage in favor of the maximum principal Collateral Agent, for the benefit of the Secured Parties, covering such real property, (ii) if requested by the Collateral Agent, provide the Lenders with (x) title and extended coverage insurance covering such real property in an amount of at least equal to the purchase price of such real property in jurisdictions that impose mortgage recording taxes (or such other amount as shall be reasonably specified by the Lender in jurisdictions that do not impose mortgage recording taxes), in favor of the Lender covering such real property, (iiCollateral Agent) as well as if then requested by the Lender, provide the Lender with (1) title and extended coverage insurance (with such customary endorsements, coinsurance and reinsurance as the Lender may reasonably request) covering such real property, paid for by the Borrower and issued by Collateral Agent a nationally recognized title insurance company, in an amount equal to the purchase price of such real property, (2) a recent or current ALTA/NSPS ALTA survey thereof, paid for by the Borrower and in each case, including all improvements, easements and other customary matters thereon reasonably required by the Lender, together with a surveyor’s certificate and complying (y) any consents or estoppels reasonably deemed necessary or advisable by the Collateral Agent in all material respects connection with the minimum detail requirements such Mortgage, each of the American Land Title Association foregoing in form and National Society of Professional Surveyors as such requirements are in effect on the date of preparation of such survey, or an existing survey, in each case, sufficient for such title insurance company to remove all standard survey exceptions from the title insurance policy relating to such real property and issue the customary survey related endorsements or otherwise substance reasonably acceptable satisfactory to the Lender, (3) flood insurance determination certificates, and if applicable, evidence that the applicable Loan Party has obtained flood insurance covering such property in an amount required for the Lender to be in compliance with the National Flood Insurance Act of 1968 and (4) such other documents as the Lender may reasonably request that are in the Borrower’s possession with respect to any such real property, Collateral Agent and (iii) if requested by the LenderCollateral Agent, deliver to the Lender legal opinions relating to such Mortgage, which opinions shall be in form and substance reasonably satisfactory to the Lender. (c) With respect to any new direct or indirect Subsidiary that is created or acquired after the Closing Date by any Loan Party, promptly (and in any event within thirty (30) days or such longer period as approved by the Lender in its sole discretion): (i) execute and deliver to the Lender such supplements, joinders or amendments to the applicable Security Documents as the Lender deems reasonably necessary or advisable to grant to the Lender a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned directly or indirectly by such Loan Party, (ii) deliver to the Lender such documents and instruments as may be required to grant, perfect, protect and ensure the priority of such security interest, including but not limited to, the certificates, if any, representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, any Control Agreement with respect to each Deposit Account or Securities Account (other than, in each case, Excluded Accounts), and any Security Document (or any amendment, supplement or modification thereof) with respect to Intellectual Property (other than Excluded Assets), (iii) cause such new Subsidiary or any Subsidiary formed for the purpose of acquiring any such Subsidiary (A) to become a party to the Guarantee and Collateral Agreement and other applicable Security Documents, (B) to take such actions as are reasonably necessary or advisable in the opinion of the Lender to grant to the Lender a perfected first priority security interest (subject to Liens permitted hereunder) in the Collateral described in the Guarantee and Collateral Agreement or such other Security Documents, with respect to such Subsidiary, including the filing of UCC financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or as may be reasonably requested by the Lender and (C) to deliver to the Lender a customary certificate of such Subsidiary, in a form reasonably satisfactory to the Lender, with appropriate insertions and attachments, and (iv) if requested by the Lender, deliver to the Lender Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the LenderCollateral Agent. Notwithstanding No later than three Business Days prior to the foregoingdate on which a Mortgage is executed and delivered pursuant to this Section 6.08(a), in order to comply with the Flood Laws, the Collateral Agent shall have received the following documents (collectively, the “Flood Documents”): (A) a completed standard “life of loan” flood hazard determination form (a “Flood Determination Form”), (B) if the improvement(s) to the applicable improved real property is located in a special flood hazard area, a notification to the Company (“Company Notice”) and (if applicable) notification to the Company that flood insurance coverage under the National Flood Insurance Program (“NFIP”) is not available because the community does not participate in the NFIP, (C) documentation evidencing the Company’s receipt of the Company Notice (e.g. countersigned Company Notice, return receipt of certified U.S. Mail, or overnight delivery), and (D) if the Company Notice is required to be given and flood insurance is available in the community in which the property is located, a copy of one of the following: the flood insurance policy, the Company’s application for a flood insurance policy plus proof of premium payment, a declaration page confirming that flood insurance has been issued, or such other evidence of flood insurance satisfactory to the Collateral Agent (any of the foregoing being “Evidence of Flood Insurance”). (c) With respect to any new Restricted Subsidiary (other than a Foreign Subsidiary or an Immaterial Restricted Subsidiary) created or acquired after the Closing Date (which, for the purposes of this paragraph, shall include any existing Restricted Subsidiary that ceases to be either a Foreign Subsidiary or Immaterial Restricted Subsidiary), by the Company or any of its Restricted Subsidiaries (other than by an Excluded Domestic Subsidiary), promptly (i) execute and deliver to the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Restricted Subsidiary that is owned by the Company or any of its Restricted Subsidiaries, (ii) deliver to the Collateral Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Company or such Restricted Subsidiary, as the case may be, (iii) cause such new Restricted Subsidiary, unless an Excluded Domestic Subsidiary (A) to become a party to the Guarantee and Collateral Agreement and (B) to take such actions necessary or advisable to grant to the Collateral Agent for the benefit of the Secured Parties a perfected first priority security interest (subject, except in the case of the pledge of any Restricted Subsidiary Capital Stock, to Liens permitted by Section 7.03) in the Collateral described in the Guarantee and Collateral Agreement of such new Restricted Subsidiary to the extent required by the Guarantee and Collateral Agreement, including, without limitation, the filing of Uniform Commercial Code financing statements and equivalent filings in other relevant jurisdictions and intellectual property security agreements in such jurisdictions as may be required by the Guarantee and Collateral Agreement, or by law or as may be requested by the Collateral Agent, and (iv) if requested by the Collateral Agent, deliver to the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agent. (d) With respect to any new Foreign Subsidiary (other than any Immaterial Restricted Subsidiary) created or acquired after the Closing Date by the Company or any Restricted Subsidiary (which, for the purposes of this paragraph, shall include any existing Foreign Subsidiary that ceases to be an Immaterial Restricted Subsidiary) other than any Foreign Subsidiary or Excluded Domestic Subsidiary, promptly (i) execute and deliver to the Collateral Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Collateral Agent reasonably deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in which a Lien was previously granted the Capital Stock of such new Restricted Subsidiary that is owned by the Company or any of its Restricted Subsidiaries (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Foreign Subsidiary or CFC Holding Company be required to be granted so pledged), (ii) deliver to the Collateral Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Company or such Restricted Subsidiary, as the case may be, and take such other action as may be necessary or advisable to perfect the Lien of the Collateral Agent thereon, and (iii) if requested by the Collateral Agent, deliver to the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agent. (e) Notwithstanding the foregoing or anything to the contrary herein or in any other Loan PartiesDocument, or the guarantees provided by the no Loan Parties, in each case, on the Closing Date or pursuant to Section 5.2, the Loan Parties Party shall not be required to deliver (i) obtain any Collateral control agreements or perfect the Lender’s security interest with respect to take any Collateral other steps requiring perfection by “control” (except to the extent perfection can be accomplished by perfected through the filing of a UCC financing statementsstatement or delivery of stock certificates/pledged notes and powers/allonges) or provide any guarantee of the Obligations, in each case, if the cost of delivering or perfecting the lien in such Collateral or of providing such guarantee exceeds the benefit to the Lender (which shall take into account any adverse tax consequences suffered or expected to be suffered by the Borrower or any Loan Party as a result thereof), in each case, as reasonably determined by the Lender, and (ii) other than take any action under the Collateral law of any non-United States jurisdiction to create or perfect a security interest in which a Lien was previously granted any assets, including any intellectual property registered in any non-United States jurisdiction (and no security agreement or required to be granted by pledge agreements governed under the Loan Parties, or the guarantees provided by the Loan Parties, in each case, on the Closing Date or pursuant to Section 5.2, no such Liens or guarantees laws of any non-United States jurisdiction shall be required to be provided by any Subsidiary in any case in which (or, if applicable, to the extent that) the provision of such Lien or guarantee would violate applicable law, in each case, as reasonably determined by the Lenderrequired).

Additional Collateral, etc. (a) With respect to any Collateral acquired after the Closing Date or with respect to any property or asset which becomes Collateral pursuant to the definition thereof after the Closing Date or, in the case of inventory or equipment that is part of the Collateral, any material Collateral moved after the Closing Date by the Borrower or any other Loan Party (other than any Collateral described in paragraphs (b), (c) or (d) of this Section) as to which the Lender applicable Collateral Trustee, for the benefit of the Secured Parties, does not have a perfected Lien that is required by security interest, promptly (and, in any event, within 20 Business Days following the Guarantee and Collateral Agreement (excluding, for the avoidance date of doubt, real property), the Borrower will, and will cause each other Loan Party to, promptly: such acquisition or designation) (i) execute and deliver to the Lender Administrative Agent, the Collateral Agent and the applicable Collateral Trustee such amendments to the Guarantee and Collateral Agreement, the Texas Genco Security Agreement or such other documents Security Documents as the Lender Collateral Agent or the applicable Collateral Trustee, as the case may be, deems reasonably necessary or reasonably advisable to evidence that such Loan Party is a Guarantor and to grant to such Collateral Trustee, for the Lender benefit of the Secured Parties, a security interest in such Collateral and (ii) take all actions necessary or advisable in reasonably requested by the reasonable opinion of the Lender Administrative Agent to grant to the Lender applicable Collateral Trustee, for the benefit of the Secured Parties, a perfected first priority (except as expressly permitted by Section 7.2) security interest and Lien in such Collateral as required by the Guarantee and Collateral Agreement or any other Security Document, including (if applicable) the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or taking any other action as reasonably requested by the Lender. (b) With respect to any fee interest in any real property acquired after the Closing Date by any Loan Party with an individual fair market value in excess of $250,000, promptly (and in any event within sixty (60) days of such acquisition or such longer period as approved by the Lender in its reasonable discretion): (i) execute and deliver a first priority Mortgage in the maximum principal amount of the purchase price of such real property in jurisdictions that impose mortgage recording taxes (or such other amount as shall be reasonably specified by the Lender in jurisdictions that do not impose mortgage recording taxes), in favor of the Lender covering such real property, (ii) if requested by the Lender, provide the Lender with (1) title and extended coverage insurance (with such customary endorsements, coinsurance and reinsurance as the Lender may reasonably request) covering such real property, paid for by the Borrower and issued by a nationally recognized title insurance company, in an amount equal subject to the purchase price of such real property, (2limitations set forth in Section 3.19) a current ALTA/NSPS survey thereof, paid for by the Borrower and in each case, including all improvements, easements and other customary matters thereon reasonably required by the Lender, together with a surveyor’s certificate and complying in all material respects with the minimum detail requirements of the American Land Title Association and National Society of Professional Surveyors as such requirements are in effect on the date of preparation of such survey, or an existing survey, in each case, sufficient for such title insurance company to remove all standard survey exceptions from the title insurance policy relating to such real property and issue the customary survey related endorsements or otherwise reasonably acceptable to the Lender, (3) flood insurance determination certificates, and if applicable, evidence that the applicable Loan Party has obtained flood insurance covering such property in an amount required for the Lender to be in compliance with the National Flood Insurance Act of 1968 and (4) such other documents as the Lender may reasonably request that are in the Borrower’s possession with respect to any such real property, and (iii) if requested by the Lender, deliver to the Lender legal opinions relating to such Mortgage, which opinions shall be in form and substance reasonably satisfactory to the Lender. (c) With respect to any new direct or indirect Subsidiary that is created or acquired after the Closing Date by any Loan Party, promptly (and in any event within thirty (30) days or such longer period as approved by the Lender in its sole discretion): (i) execute and deliver to the Lender such supplements, joinders or amendments to the applicable Security Documents as the Lender deems reasonably necessary or advisable to grant to the Lender a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned directly or indirectly by such Loan PartyCollateral (other than any Excluded Perfection Assets and, (ii) deliver to the Lender such documents and instruments as may be required to grant, perfect, protect and ensure the priority of such security interest, including but not limited to, the certificates, if any, representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, any Control Agreement except with respect to each Deposit Account or Securities Account (other thanPledged Securities, in each case, Excluded Accounts), and any Security Document (or any amendment, supplement or modification thereof) with respect to Intellectual Property (other than Excluded Assets), (iii) cause such new Subsidiary or any Subsidiary formed for the purpose of acquiring any such Subsidiary (A) to become a party to the Guarantee and Collateral Agreement and other applicable Security Documents, (B) to take such actions as are reasonably necessary or advisable in the opinion of the Lender to grant to the Lender a perfected first priority security interest (subject to Liens permitted hereunder) in the Collateral described in the Guarantee and Collateral Agreement or such other Security Documents, with respect to such SubsidiaryPermitted Liens), including the filing of UCC financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement, the Texas Genco Security Agreement or by law or as may be reasonably requested by the Lender Administrative Agent, the Collateral Agent or the applicable Collateral Trustee. For the avoidance of doubt, any Collateral acquired by Texas Genco or its Subsidiaries shall be governed by the Texas Genco Security Agreement and the Texas Genco Collateral Trust Agreement unless and until the Texas Genco Collateral Trust Agreement is terminated in compliance with Article 10 of the NRG Collateral Trust Agreement. (b) With respect to any fee interest in any Collateral consisting of real property or any lease of Collateral consisting of real property acquired or leased after the Closing Date by the Borrower or any other Loan Party or which becomes Collateral pursuant to the definition thereof (other than any Excluded Perfection Assets), promptly (and, in any event, within 60 days following the date of such acquisition) (i) execute and deliver a first priority Mortgage in favor of the applicable Collateral Trustee, for the benefit of the Secured Parties, covering such real property and complying with the provisions herein and in the Security Documents, (ii) provide the Secured Parties with (A) title and extended coverage insurance covering such real property in an amount at least equal to the purchase price of such real property (or such other amount as shall be reasonably specified by the Administrative Agent, the Collateral Agent or the applicable Collateral Trustee, which may be the value of the generation assets, if applicable, situated thereon), together with such endorsements as are reasonably required by the Administrative Agent, the Collateral Agent or the applicable Collateral Trustee and are obtainable in the State in which such Mortgaged Property is located, as well as a current ALTA survey thereof complying with the requirements set forth in Schedule 5.09(b) and all of the other provisions herein and in the Security Documents, together with a surveyor’s certificate and (CB) to deliver to any consents or estoppels reasonably deemed necessary or advisable by the Lender a customary certificate Administrative Agent, the Collateral Agent or the applicable Collateral Trustee in connection with such Mortgage, each of such Subsidiary, the foregoing in a form and substance reasonably satisfactory to the LenderAdministrative Agent, with appropriate insertions the Collateral Agent and attachmentsthe applicable Collateral Trustee, and (iviii) if reasonably requested by the LenderAdministrative Agent, deliver to the Lender Administrative Agent, the Collateral Agent and the applicable Collateral Trustee legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Lender. Notwithstanding the foregoingAdministrative Agent, (i) other than the Collateral in which a Lien was previously granted or required to be granted by Agent and the Loan Parties, or the guarantees provided by the Loan Parties, in each case, on the Closing Date or pursuant to Section 5.2, the Loan Parties shall not be required to applicable Collateral Trustee and (iv) deliver any Collateral or perfect the Lender’s security interest with respect to any Collateral (except to the extent perfection can be accomplished by filing UCC financing statements) Administrative Agent a notice identifying the consultant’s reports, environmental site assessments or provide any guarantee of the Obligations, in each case, if the cost of delivering or perfecting the lien in such Collateral or of providing such guarantee exceeds the benefit to the Lender (which shall take into account any adverse tax consequences suffered or expected to be suffered other documents relied upon by the Borrower or any other Loan Party as to determine that any such real property included in such Collateral does not contain Hazardous Materials of a form or type or in a quantity or location that could, or to determine that the operations on any such real property included in such Collateral is in compliance with Environmental Law except to the extent any non-compliance could not, reasonably be expected to result thereofin a material Environmental Liability. (c) With respect to any new Subsidiary (other than an Unrestricted Subsidiary or an Excluded Subsidiary, except for an Excluded Project Subsidiary the pledge of whose Equity Interests pursuant to the Security Documents would not cause a default under the applicable Non-Recourse Indebtedness in respect of which it is an obligor) created or acquired after the Closing Date (which, for the purposes of this paragraph, shall include any existing Subsidiary that ceases to be an Unrestricted Subsidiary, an Excluded Foreign Subsidiary or an Excluded Project Subsidiary and any Equity Interests in an Excluded Project Subsidiary the pledge of which would no longer cause a default under the applicable Non-Recourse Indebtedness in respect of which it is an obligor) by the Borrower or any of the Subsidiaries, promptly (and, in any event, within 20 days following such creation or the date of such acquisition), (i) execute and deliver to the Administrative Agent, the Collateral Agent and the applicable Collateral Trustee such amendments to the Guarantee and Collateral Agreement or the Texas Genco Security Agreement as the Administrative Agent, the Collateral Agent or the applicable Collateral Trustee deems necessary or reasonably advisable to grant to the applicable Collateral Trustee, for the benefit of the Secured Parties, a valid, perfected first priority security interest in each case, as reasonably determined the Equity Interests in such new Subsidiary that are owned by the LenderBorrower or any of the Subsidiaries, and (ii) deliver to the applicable Collateral Trustee the certificates, if any, representing such Equity Interests, together with undated instruments of transfer or stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Subsidiary, as the case may be, (iii) cause such new Subsidiary that is not an Excluded Subsidiary or an Unrestricted Subsidiary (A) to become a party to the Guarantee and Collateral Agreement to, among other than things, provide Guarantees of the Guaranteed Obligations hereunder, the applicable Collateral Trust Agreement and the Intellectual Property Security Agreements and (B) to take such actions necessary or reasonably requested by the Administrative Agent to grant to the applicable Collateral Trustee, for the benefit of the Secured Parties, a perfected (subject to the limitations set forth in Section 3.19) first priority security interest (except with respect to Pledged Securities, subject to Permitted Liens) in the Collateral described in which a Lien was previously granted or the Guarantee and Collateral Agreement, the Texas Genco Security Agreement and the Intellectual Property Security Agreement with respect to such new Subsidiary that is not an Excluded Subsidiary, including the recording of instruments in the United States Patent and Trademark Office and the United States Copyright Office, the execution and delivery by all necessary Persons of Control Agreements and the filing of UCC financing statements in such jurisdictions as may be required to be granted by the Loan PartiesGuarantee and Collateral Agreement, the Texas Genco Security Agreement, the Intellectual Property Security Agreement or by law or as may be reasonably requested by the Administrative Agent, the Collateral Agent or the guarantees provided by applicable Collateral Trustee and (iv) deliver to the Loan PartiesAdministrative Agent, the Collateral Agent and the applicable Collateral Trustee, if reasonably requested, legal opinions relating to the matters described above, which opinions shall be in each caseform and substance, on and from counsel, reasonably satisfactory to the Administrative Agent, the Collateral Agent and the applicable Collateral Trustee. (d) With respect to any new Excluded Foreign Subsidiary created or acquired after the Closing Date by the Borrower or pursuant any of its Subsidiaries, promptly (and, in any event, within 25 days following such creation or the date of such acquisition) (i) execute and deliver to Section 5.2the Administrative Agent, the Collateral Agent and the applicable Collateral Trustee such amendments to the Guarantee and Collateral Agreement or the Texas Genco Security Agreement as the Administrative Agent, the Collateral Agent or the applicable Collateral Trustee deems necessary or advisable in order to grant to the Collateral Trustee, for the benefit of the Secured Parties, a perfected first priority security interest in the Equity Interests in such new Excluded Foreign Subsidiary that is directly owned by the Borrower or any of its Domestic Subsidiaries (provided that in no event shall more than 66% of the total outstanding voting first-tier Equity Interests in any such Liens or guarantees shall new Excluded Foreign Subsidiary be required to be provided so pledged), (ii) deliver to the applicable Collateral Trustee the certificates representing such Equity Interests, together with undated instruments of transfer or stock powers, in blank, executed and delivered by any Subsidiary in any a duly authorized officer of the Borrower or such Domestic Subsidiary, as the case in which (may be, and take such other action as may be necessary or, if applicablein the reasonable opinion of the Administrative Agent, the Collateral Agent or the applicable Collateral Trustee, desirable to perfect the security interest of such Collateral Trustee thereon and (iii) deliver to the extent thatAdministrative Agent, the Collateral Agent and such Collateral Trustee, if reasonably requested, legal opinions (which may be delivered by in-house counsel if admitted in the relevant jurisdiction) relating to the provision of matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent, the Collateral Agent and such Lien or guarantee would violate applicable law, in each case, as reasonably determined by the LenderCollateral Trustee.

Additional Collateral, etc. (a) With respect to any Collateral Property acquired after the Restatement Closing Date by the Parent, the Borrower or any Loan Party Subsidiary Guarantor (other than (u) personal property as to which the Lender Administrative Agent, for the benefit of the Secured Parties, is not required to have a perfected security interest pursuant to the Guarantee and Collateral Agreement, (v) the Capital Stock of any Unrestricted Subsidiary organized under the laws of any jurisdiction outside the United States, (w) any Property described in paragraph (c) or (d) of this Section, (x) any interest in real property, (y) any foreign intellectual property and (z) any Property subject to a Lien permitted by Section 7.3(g), (k) or (m)) as to which the Administrative Agent, for the benefit of the Secured Parties, does not have a perfected Lien that is to the extent required by pursuant to the Guarantee and Collateral Agreement (excludingAgreement, for the avoidance of doubt, real property), the Borrower will, and will cause each other Loan Party to, promptly: promptly (i) execute and deliver to the Lender Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Lender Administrative Agent deems reasonably necessary or advisable to evidence that such Loan Party is a Guarantor and to grant to the Lender Administrative Agent, for the benefit of the Secured Parties, a security interest in such Collateral Property and (ii) take all actions necessary or advisable in the reasonable opinion of the Lender to grant to the Lender Administrative Agent, for the benefit of the Secured Parties, a perfected first priority (except as expressly subject to Liens permitted by Section 7.2) security interest and Lien in such Collateral as required by the Guarantee and Collateral Agreement or any other Security DocumentAgreement) security interest in such Property, including (if applicable) without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or taking any other action by law or as may be reasonably requested by the LenderAdministrative Agent. (b) With respect to (i) any fee interest in any real property having a value (together with improvements thereof) of at least $4,000,000 (valued in accordance with Schedule 6.9(b)-1; such valuation to be reasonably satisfactory to the Administrative Agent) acquired after the Restatement Closing Date by the Parent, the Borrower or any Subsidiary Guarantor (which, for purposes of this paragraph, shall include any such property owned or leased by an entity at the time such entity becomes a Subsidiary Guarantor) or (ii) any leasehold interest in any real property contemplating an initial annual rent payment, including projected percentage rent during such initial year, after the expiration of any free rent or “rent abatement” period, of at least $550,000 acquired or leased after the Restatement Closing Date by the Parent, the Borrower or any Subsidiary Guarantor (in each case other than any such real property subject to a Lien expressly permitted by Section 7.3(g), (k) or (m)), if, at the time of such acquisition or lease commencement, the aggregate value of all leasehold and fee-owned real property of the Borrower and the Subsidiary Guarantors subject to a Mortgage (valued in accordance with Schedule 6.9(b)-1; such value to be demonstrated to the reasonable satisfaction of the Administrative Agent) is less than 250% of the Assumed Loan Party with Amount (provided that, notwithstanding the foregoing requirement, the Parent, the Borrower and the Subsidiary Guarantors may elect to exclude leasehold interests in real property and fee-owned real property, to the extent that such leasehold interests and fee interests (i) have an individual fair market value aggregate value, measured at the time of any such election, not in excess of $250,000150,000,000 (valued in accordance with Schedule 6.9(b)-1) or (ii) are listed on Schedule 6.9(b)-2 ), promptly (and in any event within sixty (60) then no later than 90 days after the date of such acquisition or such longer period as approved by the Lender in its reasonable discretion): lease commencement: (iA) execute and deliver a first priority Mortgage in favor of the maximum principal Administrative Agent, for the benefit of the Secured Parties, covering such real property, subject to any Liens permitted by Section 7.3; (B) if requested by the Administrative Agent, provide the Lenders with (w) title and extended coverage insurance covering such real property in an amount of at least equal to the purchase price of such real property in jurisdictions that impose mortgage recording taxes (or such other amount as shall be reasonably specified by the Lender in jurisdictions that do not impose mortgage recording taxes), in favor of the Lender covering such real property, (iiAdministrative Agent) if requested by the Lender, provide the Lender with (1) title and extended coverage insurance (with such customary endorsements, coinsurance and reinsurance as the Lender may reasonably request) covering such real property, paid for by the Borrower and issued by a nationally recognized title insurance company, in well as an amount equal to the purchase price of such real property, (2) a current ALTA/NSPS ALTA survey thereof, paid for by the Borrower and in each case, including all improvements, easements and other customary matters thereon reasonably required by the Lender, together with a surveyor’s certificate and complying in all material respects with the minimum detail requirements of the American Land Title Association and National Society of Professional Surveyors as such requirements are in effect on the date of preparation of such survey, or an existing survey, in each case, sufficient for such title insurance company to remove all standard survey exceptions from the title insurance policy relating to such real property and issue the customary survey related endorsements or otherwise reasonably acceptable to the Lendercertificate, (3x) flood insurance determination certificates, and if applicable, evidence that the applicable Loan Party has obtained flood insurance covering such property in an amount required for the Lender to be in compliance with the National Flood Insurance Act of 1968 and (4) such other documents as the Lender may any consents or estoppels reasonably request that are in the Borrower’s possession with respect to any such real property, and (iii) if requested deemed necessary or advisable by the Lender, deliver to the Lender legal opinions relating to Administrative Agent in connection with such Mortgage, which opinions shall be each of the foregoing in form and substance reasonably satisfactory to the Lender. Administrative Agent, (cy) With respect an appraisal of the value, or a valuation of, the applicable Mortgaged Property, which shall be reasonably satisfactory to any new direct or indirect Subsidiary that is created or acquired after the Closing Date by any Loan PartyAdministrative Agent, promptly and (z) Phase I environmental reports (and in any event within thirty (30) days or where appropriate based upon such longer period as approved by Phase I environmental reports and at the Lender in its sole discretion): (i) execute and deliver to the Lender such supplements, joinders or amendments to the applicable Security Documents as the Lender deems reasonably necessary or advisable to grant to the Lender a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned directly or indirectly by such Loan Party, (ii) deliver to the Lender such documents and instruments as may be required to grant, perfect, protect and ensure the priority of such security interest, including but not limited to, the certificates, if any, representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer reasonable request of the relevant Loan PartyAdministrative Agent, any Control Agreement with respect to each Deposit Account or Securities Account (other than, in each case, Excluded Accounts), and any Security Document (or any amendment, supplement or modification thereofPhase II environmental reports) with respect to Intellectual Property (other than Excluded Assets)such real property, (iii) cause such new Subsidiary or any Subsidiary formed for the purpose of acquiring any such Subsidiary (A) to become a party to the Guarantee all in form and Collateral Agreement and other applicable Security Documents, (B) to take such actions as are reasonably necessary or advisable in the opinion of the Lender to grant to the Lender a perfected first priority security interest (subject to Liens permitted hereunder) in the Collateral described in the Guarantee and Collateral Agreement or such other Security Documents, with respect to such Subsidiary, including the filing of UCC financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or as may be reasonably requested by the Lender and (C) to deliver to the Lender a customary certificate of such Subsidiary, in a form substance reasonably satisfactory to the Lender, with appropriate insertions and attachments, and Administrative Agent; (ivC) if requested by the LenderAdministrative Agent, deliver to the Lender Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the LenderAdministrative Agent; (D) deliver to the Administrative Agent a completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to such Mortgaged Property (together with a notice about special flood hazard area status and flood disaster assistance duly executed by the Borrower and each Loan Party relating thereto) and if any such Mortgaged Property is located in a special flood hazard area, evidence of flood insurance in form and amount reasonably satisfactory to the Administrative Agent; and (E) (x) deliver to the Administrative Agent evidence that short form leases or lease memoranda shall have been duly recorded in the local real estate records, with respect to each Mortgaged Property constituting a leasehold interest and (y) with respect to those Mortgaged Properties consisting of leaseholds so designated by the Administrative Agent described in the preceding clause (x), use commercially reasonable efforts to deliver to the Administrative Agent copies of valid, binding and enforceable lease amendments or landlord agreements in form and content reasonably acceptable to the Administrative Agent, conferring on the Administrative Agent rights of default notice, cure opportunity and such other leasehold lender protections as the Administrative Agent may reasonably require. Notwithstanding the foregoing, the Administrative Agent may extend the date for, or waive, in whole or in part, the foregoing deliveries in its sole discretion. (c) With respect to any new Subsidiary (other than (i) a Class II Restricted Subsidiary or (ii) an Unrestricted Subsidiary organized under the laws of any jurisdiction outside the United States or (iii) a CFC Holdco) created or acquired after the Restatement Closing Date (which, for the purposes of this paragraph, shall include any existing Subsidiary that becomes a Class I Restricted Subsidiary because it ceases to be an Unrestricted Subsidiary), by the Parent, the Borrower or any Subsidiary Guarantor, promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by the Parent, the Borrower or any Subsidiary Guarantor (other than any such Capital Stock subject to a Lien expressly permitted by Section 7.3(m)), subject to the Liens permitted by the Guarantee and Collateral Agreement, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Parent, the Borrower or such Subsidiary Guarantor, as the case may be, (iii) if such new Subsidiary is a Wholly Owned Subsidiary, cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement and (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary, subject to the Liens permitted by the Guarantee and Collateral Agreement, including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent, and (iv) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. (d) With respect to any new Class II Restricted Subsidiary or CFC Class II Holdco created or acquired after the Restatement Closing Date by the Parent, the Borrower or any Subsidiary Guarantor (which, for purposes of this paragraph (d), shall include any Unrestricted Subsidiary that becomes a Class II Restricted Subsidiary), promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems necessary or advisable in order to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority (subject to the Liens permitted by the Guarantee and Collateral Agreement) security interest in the Capital Stock of such new Subsidiary that is owned by the Parent, the Borrower or any Subsidiary Guarantor (other than any such Capital Stock subject to a Lien was previously granted expressly permitted by Section 7.3(m)) (provided that in no event shall more than 65% of the total outstanding Capital Stock of any such new Class II Restricted Subsidiary or CFC Class II Holdco be required to be granted so pledged), (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Parent, the Borrower or such Subsidiary Guarantor, as the case may be, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Lien of the Administrative Agent thereon, and (iii) if requested by the Loan PartiesAdministrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. (e) Notwithstanding anything else to the contrary contained in this Section or elsewhere in the guarantees provided by the Loan PartiesAgreement, in each case, on the Closing Date or pursuant to Section 5.2, the Loan Parties perfection of Collateral shall not be required to deliver any Collateral where either the burden or perfect the Lender’s costs of perfecting a security interest with respect to any Collateral (except to the extent perfection can be accomplished by filing UCC financing statements) interest, lien or provide any guarantee of the Obligations, in each case, if the cost of delivering or perfecting the lien in such Collateral or of providing such guarantee exceeds the benefit to the Lender (which shall take into account any adverse tax consequences suffered or expected to be suffered by the Borrower or any Loan Party as a result thereof), in each case, as mortgage is reasonably determined by the Lender, and (ii) other than the Collateral in which a Lien was previously granted or required Administrative Agent to be granted by the Loan Parties, or the guarantees provided by the Loan Parties, excessive in each case, on the Closing Date or pursuant to Section 5.2, no such Liens or guarantees shall be required to be provided by any Subsidiary in any case in which (or, if applicable, relation to the extent that) benefit afforded to the provision of such Lien or guarantee would violate applicable law, in each case, as reasonably determined by the LenderLenders thereby.

Additional Collateral, etc. (a) With respect to any Collateral acquired personal Property acquired, created or developed (including, without limitation, the filing of any applications for the registration or issuance of any Intellectual Property) after the Closing Date by any Loan Party including any Immaterial Subsidiary which, after giving effect to such acquisition, is no longer an Excluded Subsidiary (other than any leasehold estate in a retail store, (i) any Property described in paragraph (b) or paragraph (c) of this Section (without regard to the value threshold set forth therein), (ii) any Property subject to a Lien expressly permitted by Section 6.3(g), (iii) that portion of the Capital Stock of a Foreign Subsidiary excluded from the Collateral pursuant to the terms of the Guarantee and Collateral Agreement, (iv) Property consisting of deposit accounts which are not required by the terms of the Guarantee and Collateral Agreement to be subject to control agreements) and (v) any other Excluded Assets (as defined in the Guarantee and Collateral Agreement) as to which the Lender Administrative Agent, for the benefit of the Secured Parties, does not have a perfected Lien that is required by the Guarantee and Collateral Agreement (excluding, for the avoidance of doubt, real propertyLien), the Borrower will, and will cause each other Loan Party to, promptly: promptly (ix) execute and deliver to the Lender Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Lender Administrative Agent deems reasonably necessary or advisable to evidence that such Loan Party is a Guarantor and to grant to the Lender Administrative Agent, for the benefit of the Secured Parties, a security interest in such Collateral Property and (iiy) take all actions reasonably necessary or advisable in the reasonable opinion of the Lender to grant to the Lender Administrative Agent, for the benefit of the Secured Parties, a perfected first priority (except as expressly permitted by Section 7.2) security interest and Lien (subject to Permitted Liens) in such Collateral as Property to the extent required by under the Guarantee and Collateral Agreement or any other Security DocumentAgreement, including (if applicable) without limitation, the filing of Uniform Commercial Code UCC financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or taking any other action as reasonably requested by the Lenderlaw. (b) With respect to any fee interest (or leasehold interest, to the extent such leasehold is created under a triple net ground lease or similar arrangement) in any real property having a value (together with improvements thereof) of at least $5,000,000 acquired after the Closing Date by any a Loan Party with an individual fair market value in excess of $250,000and which is not primarily used as a retail store location, promptly (and in any event within sixty (60) days of such acquisition or such longer period as approved by the Lender in its reasonable discretion): (i) execute and deliver a first priority Mortgage in the maximum principal amount of the purchase price of such real property in jurisdictions that impose mortgage recording taxes (or such other amount as shall be reasonably specified by the Lender in jurisdictions that do not impose mortgage recording taxes), subject to Permitted Liens) in favor of the Lender Administrative Agent, for the benefit of the Secured Parties, covering such real property, (ii) if requested by the LenderAdministrative Agent, provide the Lender Lenders with (1x) title and extended (to the extent available without surveys) coverage insurance (insurance, complying with such customary endorsementsthe provisions of Section 4.3(d), coinsurance and reinsurance as the Lender may reasonably request) covering such real property, paid for by the Borrower and issued by a nationally recognized title insurance company, property in an amount at least equal to the purchase price of such real propertyproperty (or such other lower amount as shall be reasonably agreed upon by the Administrative Agent) as well as, (2) if reasonably requested by the Administrative Agent, a current ALTA/NSPS ALTA survey thereof, paid for (in form and substance reasonably satisfactory to the Administrative Agent) and (y) any consents or estoppels reasonably deemed necessary by the Borrower and Administrative Agent in connection with such Mortgage, each case, including all improvements, easements and other customary matters thereon reasonably required by the Lender, together with a surveyor’s certificate and complying in all material respects with the minimum detail requirements of the American Land Title Association foregoing in form and National Society of Professional Surveyors as such requirements are in effect on the date of preparation of such survey, or an existing survey, in each case, sufficient for such title insurance company to remove all standard survey exceptions from the title insurance policy relating to such real property and issue the customary survey related endorsements or otherwise substance reasonably acceptable satisfactory to the Lender, (3) flood insurance determination certificates, and if applicable, evidence that the applicable Loan Party has obtained flood insurance covering such property in an amount required for the Lender to be in compliance with the National Flood Insurance Act of 1968 and (4) such other documents as the Lender may reasonably request that are in the Borrower’s possession with respect to any such real property, Administrative Agent and (iii) if reasonably requested by the LenderAdministrative Agent, deliver to the Lender Administrative Agent legal opinions relating to such Mortgagethe matters described above, which opinions shall be in form and substance substance, and from counsel, reasonably satisfactory to the LenderAdministrative Agent. (c) With respect to any new direct or indirect Subsidiary that is would constitute a Guarantor within the meaning of that term created or acquired after the Closing Date (which, for the purposes of this paragraph, shall include any existing Subsidiary that ceases to be an Foreign Subsidiary or an Immaterial Subsidiary), by any a Loan Party, Party promptly (e) to the extent required under the Guarantee and in any event within thirty (30) days or such longer period as approved by the Lender in its sole discretion): (i) Collateral Agreement, execute and deliver to the Lender Administrative Agent such supplements, joinders or amendments to the applicable Security Documents Guarantee and Collateral Agreement as the Lender Administrative Agent deems reasonably necessary or advisable to grant to the Lender Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest (subject to Permitted Liens) in the Capital Stock of such new Subsidiary that is owned directly or indirectly by such Loan Party, (ii) deliver to the Lender such documents and instruments as may be required to grant, perfect, protect and ensure the priority of such security interest, including but not limited to, Administrative Agent the certificates, if any, representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant such Loan Party, any Control Agreement with respect to each Deposit Account or Securities Account (other than, in each case, Excluded Accounts), and any Security Document (or any amendment, supplement or modification thereof) with respect to Intellectual Property (other than Excluded Assets), (iii) cause such new Subsidiary or any Subsidiary formed for the purpose of acquiring any such Subsidiary (A) to become a party to the Guarantee and Collateral Agreement and other applicable Security Documents, (B) to take such actions as are reasonably necessary or advisable in the opinion of the Lender to grant to the Lender Administrative Agent for the benefit of the Secured Parties a perfected first priority security interest (subject to Liens permitted hereunder) in the Collateral described in the Guarantee and Collateral Agreement or such other Security Documents, with respect to such Subsidiary, including including, without limitation, the recording of instruments in the United States Patent and Trademark Office and the United States Copyright Office, the execution and delivery by all necessary persons of control agreements, and the filing of UCC financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Lender and (C) to deliver to the Lender a customary certificate of such Subsidiary, in a form reasonably satisfactory to the Lender, with appropriate insertions and attachmentsAdministrative Agent, and (iv) if reasonably requested by the LenderAdministrative Agent, deliver to the Lender Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Lender. Administrative Agent. (d) With respect to any new Foreign Subsidiary created or acquired after the Closing Date by any Loan Party, promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent reasonably deems necessary in order to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest (subject to Permitted Liens) in the Capital Stock of such new Subsidiary that is owned by such Loan Party, (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Foreign Subsidiary be required to be so pledged), (ii) deliver to the Administrative Agent the certificates, if any, representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of such Loan Party, and take such other action required under the Guarantee and Collateral Agreement as may be necessary to perfect the Lien of the Administrative Agent thereon, and (iii) if reasonably requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. (e) Notwithstanding anything to the foregoingcontrary in this Section 5.10, paragraphs (a), (b), (c) and (d) of this Section 5.10 shall not apply to any Property, new Subsidiary or new Foreign Subsidiary created or acquired after the Closing Date, as applicable, (i) other than as to which the Collateral Administrative Agent has determined in which its reasonable discretion that the collateral value thereof is insufficient to justify the difficulty, time and/or expense of obtaining a Lien was previously granted or required to be granted by the Loan Parties, or the guarantees provided by the Loan Parties, in each case, on the Closing Date or pursuant to Section 5.2, the Loan Parties shall not be required to deliver any Collateral or perfect the Lender’s perfected security interest therein or (ii) with respect to any Collateral leases of real property described in paragraph (except b) of this Section 5.10, as to which the consent of the landlord is required to grant a security interest to the extent perfection can be accomplished by filing UCC financing statements) or provide any guarantee Administrative Agent and the Borrower has not been able to obtain such consent after having used commercially reasonably efforts to do so (it being agreed that the use of commercially reasonable efforts shall not require the Obligations, in each case, if the cost of delivering or perfecting the lien in such Collateral or of providing such guarantee exceeds the benefit to the Lender (which shall take into account any adverse tax consequences suffered or expected to be suffered payment by the Borrower or any Loan Party as a result thereofof its Affiliates of any consent fees or similar payments to landlords), in each case, as reasonably determined by the Lender, and (ii) other than the Collateral in which a Lien was previously granted or required to be granted by the Loan Parties, or the guarantees provided by the Loan Parties, in each case, on the Closing Date or pursuant to Section 5.2, no such Liens or guarantees shall be required to be provided by any Subsidiary in any case in which (or, if applicable, to the extent that) the provision of such Lien or guarantee would violate applicable law, in each case, as reasonably determined by the Lender.

Additional Collateral, etc. (a) With respect to any Collateral Additional Guarantor created or acquired after the Closing Date by any Loan Party as to which the Lender does not have a perfected Lien that is required by the Guarantee and Collateral Agreement (excludingwhich, for the avoidance purposes of doubtthis paragraph, real propertyshall include any existing Subsidiary that ceases to be an Excluded Subsidiary or Transparent Subsidiary), within 30 days after the Borrower will, and will cause each other Loan Party to, promptly: formation or acquisition of such Subsidiary (or such Subsidiary ceasing to be an Excluded Subsidiary or Transparent Subsidiary) (i) execute and deliver to the Lender Collateral Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Lender deems reasonably shall be necessary or advisable to evidence that such Loan Party is a Guarantor and to grant to the Lender Collateral Agent a valid and perfected security interest in the Equity Interests of such Collateral and Additional Guarantor, (ii) take all actions necessary or advisable deliver to the Collateral Agent the certificates, if any, representing such Equity Interests (to the extent constituting “certificated securities” under the applicable UCC), together with undated stock powers, in the reasonable opinion blank, executed and delivered by a duly authorized officer of the Lender Company or such Subsidiary, as the case may be, (iii) cause such Additional Guarantor (A) to grant become a party to the Lender a perfected first priority (except as expressly permitted by Section 7.2) security interest and Lien in such Collateral as required by the Guarantee and Collateral Agreement or any other Security Documentand (B) to take such actions as are necessary to grant to the Collateral Agent a valid and perfected security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such Additional Guarantor, including (if applicable) including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or taking any other action as reasonably requested by the Lender. (b) With respect to any fee interest in any real property acquired after the Closing Date by any Loan Party with an individual fair market value in excess of $250,000, promptly (and in any event within sixty (60) days of such acquisition or such longer period as approved by the Lender in its reasonable discretion): (i) execute and deliver a first priority Mortgage in the maximum principal amount of the purchase price of such real property in jurisdictions that impose mortgage recording taxes (or such other amount as shall be reasonably specified by the Lender in jurisdictions that do not impose mortgage recording taxes), in favor of the Lender covering such real property, (ii) if requested by the Lender, provide the Lender with (1) title and extended coverage insurance (with such customary endorsements, coinsurance and reinsurance as the Lender may reasonably request) covering such real property, paid for by the Borrower and issued by a nationally recognized title insurance company, in an amount equal to the purchase price of such real property, (2) a current ALTA/NSPS survey thereof, paid for by the Borrower and in each case, including all improvements, easements and other customary matters thereon reasonably required by the Lender, together with a surveyor’s certificate and complying in all material respects with the minimum detail requirements of the American Land Title Association and National Society of Professional Surveyors as such requirements are in effect on the date of preparation of such survey, or an existing survey, in each case, sufficient for such title insurance company to remove all standard survey exceptions from the title insurance policy relating to such real property and issue the customary survey related endorsements or otherwise reasonably acceptable to the Lender, (3) flood insurance determination certificates, and if applicable, evidence that the applicable Loan Party has obtained flood insurance covering such property in an amount required for the Lender to be in compliance with the National Flood Insurance Act of 1968 and (4) such other documents as the Lender may reasonably request that are in the Borrower’s possession with respect to any such real property, and (iii) if requested by the Lender, deliver to the Lender legal opinions relating to such Mortgage, which opinions shall be in form and substance reasonably satisfactory to the Lender. (c) With respect to any new direct or indirect Subsidiary that is created or acquired after the Closing Date by any Loan Party, promptly (and in any event within thirty (30) days or such longer period as approved by the Lender in its sole discretion): (i) execute and deliver to the Lender such supplements, joinders or amendments to the applicable Security Documents as the Lender deems reasonably necessary or advisable to grant to the Lender a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned directly or indirectly by such Loan Party, (ii) deliver to the Lender such documents and instruments as may be required to grant, perfect, protect and ensure the priority of such security interest, including but not limited to, the certificates, if any, representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, any Control Agreement with respect to each Deposit Account or Securities Account (other than, in each case, Excluded Accounts), and any Security Document (or any amendment, supplement or modification thereof) with respect to Intellectual Property (other than Excluded Assets), (iii) cause such new Subsidiary or any Subsidiary formed for the purpose of acquiring any such Subsidiary (A) to become a party to the Guarantee and Collateral Agreement and other applicable Security Documents, (B) to take such actions as are reasonably necessary or advisable in the opinion of the Lender to grant to the Lender a perfected first priority security interest (subject to Liens permitted hereunder) in the Collateral described in the Guarantee and Collateral Agreement or such other Security Documents, with respect to such Subsidiary, including the filing of UCC financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement law or as may be reasonably requested by the Lender and (C) to deliver to the Lender a customary certificate of such SubsidiaryCollateral Agent, in a form reasonably satisfactory to the Lender, with appropriate insertions and attachments, and (iv) if requested by the LenderCollateral Agent, deliver to the Lender Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Lender. Notwithstanding Collateral Agent, and (v) take such other actions as may be required to cause the foregoingCollateral and Guarantee Requirement to be satisfied with respect to such Additional Guarantor. (b) Subject to Section 5.7(i), within 30 days after the formation or acquisition of any new Subsidiary the Equity Interests of which are owned directly by the Company or any Subsidiary Guarantor, the Company shall (or shall cause the relevant Subsidiary Guarantor to) (i) execute and deliver to the Collateral Agent such amendments or supplements to the Guarantee and Collateral Agreement as shall be necessary to grant to the Collateral Agent a valid and perfected security interest in the Equity Interests of such new Subsidiary that is owned by the Company or such Subsidiary Guarantor, (ii) deliver to the Collateral Agent the certificates, if any, representing such Equity Interests, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Company or the relevant Subsidiary Guarantor, and take such other actions as may be reasonably requested by the Collateral Agent in order to perfect the Collateral Agent’s security interest therein including, with respect to any Foreign Subsidiary, the execution and delivery of a pledge agreement or similar instrument governed by the law of the jurisdiction in which such Foreign Subsidiary is domiciled and (iii) take such other actions as may be required to cause the Collateral and Guarantee Requirement to be satisfied with respect to such Subsidiary. (c) The Company shall use its commercially reasonable efforts to (i) grant to the Collateral Agent a security interest in the Equity Interests of any newly formed or after-acquired joint venture (or a holding company parent thereof) owned directly by the Company or a Subsidiary Guarantor if the amount recorded by the Company or such Subsidiary Guarantor as its investment in such joint venture exceeds US$50,000,000 and (ii) in the case of any domestic JV Subsidiary (other than an Excluded Subsidiary) to cause such JV Subsidiary to become a Subsidiary Guarantor (in each case, it being understood that such efforts shall not require any economic or other significant concession or result in any material adverse tax consequences with respect the terms or structure of such joint venture arrangements). (d) Subject to Section 5.7(i), at the request of the Administrative Agent, the Company shall, within ten days of the Administrative Agent’s request, (i) cause any Transparent Subsidiary that directly holds the Equity Interests of any 956 Subsidiary or holds Equity Interests of any other than Transparent Subsidiary to (A) become a party to the Guarantee and Collateral Agreement, (B) take such actions as are necessary to grant to the Collateral Agent a valid and perfected security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such Transparent Subsidiary, including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Collateral Agent, and (C) enter into such pledge agreements, security agreements and/or similar instruments each in form and substance reasonably satisfactory to the Collateral Agent (including as to the governing law thereof) that are necessary to grant a valid and perfected security interest in all of its property, (ii) deliver to the Collateral Agent the certificates, if any, representing such Equity Interests, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of such Subsidiary, (iii) if requested by the Administrative Agent, deliver to the Collateral Agent legal opinions relating to the matters described above, which a Lien was previously granted or opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agent, and (iv) take such other actions as may be required to cause the Collateral and Guarantee Requirement to be granted satisfied with respect to such Subsidiary. (e) Within 30 days after the occurrence thereof, the Company will notify the Collateral Agent of any change to the name, jurisdiction of incorporation or formation or legal form of the Company or any Subsidiary Guarantor. (f) The Company shall, and shall cause each Group Member to, from time to time execute and deliver, or cause to be executed and delivered, such additional instruments, certificates or documents, and take such actions, as the Administrative Agent or the Collateral Agent may reasonably request to cause the Collateral and Guarantee Requirement to be and remain satisfied at all times or otherwise for the purposes of implementing or effectuating the provisions of this Agreement and the other Credit Documents, or of more fully perfecting (or maintaining perfection) or renewing the rights of the Collateral Agent with respect to the Collateral (or with respect to any additions thereto or replacements or proceeds thereof or with respect to any other property or assets hereafter acquired by any Group Member which may be deemed to be part of the Collateral) pursuant hereto or thereto. Upon the exercise by the Loan PartiesCollateral Agent of any power, right, privilege or remedy pursuant to this Agreement or the other Credit Documents which requires any consent, approval, recording, qualification or authorization of any Governmental Authority, the Company will execute and deliver, or will cause the guarantees provided execution and delivery of, all applications, certifications, instruments and other documents and papers that the Administrative Agent or the Collateral Agent may be required to obtain from the Company or any Group Member in order to obtain such governmental consent, approval, recording, qualification or authorization. (g) By June 30 of each year, commencing June 30, 2012 (and promptly upon consummation of any Material Acquisition), the Company shall deliver to the Collateral Agent, in addition to the updated Intellectual Property information required pursuant to Section 4.3(b) of the Guarantee and Collateral Agreement, a supplement to Schedule 1.1G (i) setting forth any trademark Registered in the United States by the Loan PartiesCompany or any of its Subsidiaries that is, in each casethe good faith determination of the Company, material to the business of the Company and its Subsidiaries, taken as a whole, that has not previously been disclosed to the Administrative Agent on Schedule 1.1G (or any update thereto previously provided hereunder) or (ii) removing any trademark Registered in the United States by the Company or any of its Subsidiaries that is no longer, in the good faith determination of the Company, material to the business of the Company and its Subsidiaries, taken as a whole; provided that no Principal Trade Name identified on Schedule 1.1G on the Closing Date or may be removed from such Schedule. Each year after delivery of the updated Intellectual Property information required pursuant to Section 5.24.3(b) of the Guarantee and Collateral Agreement, upon written request of the Collateral Agent, the Loan Company shall take such steps as the Collateral Agent may reasonably request in order to (A) perfect, for Intellectual Property of the Credit Parties Registered in the United States, and (B) file, for Key Foreign Trademarks and Key Foreign Patents in their respective jurisdictions, in the case of each of the foregoing clauses (A) and (B) the security interests granted in such Collateral in accordance with the provisions of the Guarantee and Collateral Agreement. (h) Upon the acquisition by the Company or any other Credit Party of Material Real Estate Asset after the Closing Date, the Company shall not cause the Collateral and Guarantee Requirement to be satisfied in respect of such Material Real Estate Asset. (i) Notwithstanding anything to the contrary herein, (i) in no case shall a Person be required to deliver any Collateral or perfect the Lender’s grant a security interest with respect to in any Collateral stock of a 956 Subsidiary (except to the extent perfection can be accomplished by filing UCC financing statements) or provide any guarantee other than 100% of the Obligationsnon-Voting Equity Interests (if any) and 65% of the Voting Equity Interests of a first tier 956 Subsidiary), (ii) in no case shall more than 65% of the Voting Equity Interests of any 956 Subsidiary be directly or indirectly pledged, in each case, case to secure Obligations of the Company or any Domestic Subsidiary if the cost such grant of delivering a security interest or perfecting the lien pledge would result in such Collateral or of providing such guarantee exceeds the benefit deemed dividends to the Lender (which shall take into account any adverse tax consequences suffered Company or expected to be suffered by the Borrower or any Loan Party as a result thereof), in each case, as reasonably determined by the Lender, and (ii) other than the Collateral in which a Lien was previously granted or required to be granted by the Loan Parties, or the guarantees provided by the Loan Parties, in each case, on the Closing Date or its owners pursuant to Section 5.2, 956 of the Code and (iii) in no such Liens or guarantees case shall a Transparent Subsidiary be required to guarantee any Obligations under any of the Credit Documents (it being understood that a Transparent Subsidiary may be provided required to grant a security interest in certain of its assets, including certain Equity Interests in a 956 Subsidiary held by any Subsidiary in any case in which (or, if applicableit, to the extent thatprovided under other provisions of the Credit Documents, insofar as they are not inconsistent with the first two clauses of this Section 5.7(i)). (j) To the extent not delivered on the Closing Date, within 180 days after the Closing Date (or such later date as shall be reasonably acceptable to the Administrative Agent), the Company shall deliver or cause to be delivered to the Collateral Agent (i) a Mortgage with respect to each Mortgaged Property owned by the Company or a Subsidiary Guarantor as of the Closing Date, each executed and delivered by the owner of the Mortgaged Property covered thereby, (ii) for each such Mortgage, a lenders’ title insurance policy issued by a title company selected by the Company insuring the Collateral Agent’s interest in such Mortgaged Property and reasonably satisfactory to the Administrative Agent, and (iii) for each such Mortgage, an opinion of local counsel with respect to the enforceability of such Mortgage under the applicable local law, reasonably satisfactory to the Administrative Agent and the Collateral Agent (collectively, the “Real Estate Deliverables”). If any Real Estate Deliverable is not received and satisfied within such 180-day period, the Borrowing Base will be reduced by the Eligible Value of the Eligible P&E or Eligible Real Estate for which such Real Estate Deliverable is outstanding. (k) Within 90 days (or, in the case of (i) the provision items identified in clause (f) of the definition of Collateral and Guarantee Requirement, 180 days, or (ii) the items identified in clause (d) of the definition of Collateral and Guarantee Requirement, 30 days) after the Closing Date (or such Lien later date as shall be reasonably acceptable to the Administrative Agent), the Company shall deliver or guarantee would violate applicable lawcause to be delivered to the Collateral Agent each of the items described on Schedule 5.7(k) (collectively the “Post-Closing Deliverables”). If any Post-Closing Deliverable with respect to the Equity Interests in any Foreign Pledgee is not received and satisfied within such 90-day period, in each case, as reasonably determined the Borrowing Base will be reduced by the LenderEligible Value of the Equity Interests in any Foreign Pledgee for which such Post-Closing Deliverable is outstanding. (l) The Company shall use commercially reasonable efforts to cause the definitive loan documentation for any Permitted DOE Facility to permit the Obligations to be secured on a second lien basis by the DOE Assets securing such Permitted DOE Facility. To the extent the Obligations may be secured by security interests in such DOE Assets, the Company shall, and shall cause the Subsidiary Guarantors to, promptly enter into such amendments to the Credit Documents or additional Credit Documents as the Administrative Agent may reasonably request, to implement such security interests, together with an intercreditor agreement with respect to such DOE Assets as contemplated by Section 9.25(b).

Additional Collateral, etc. (a) With respect to any Collateral Property acquired after the Closing Date by any Loan Party as to which the Lender Purchaser does not have a perfected Lien that is security interest with the priority required by under the Guarantee Transaction Documents, each Credit Party shall promptly (and Collateral Agreement in any event, within five (excluding, for 5) days following the avoidance date of doubt, real property), the Borrower will, and will cause each other Loan Party to, promptly: such acquisition) (i) execute and deliver to the Lender Purchaser such amendments to the Guarantee and Collateral this Agreement or such other documents and modifications thereof as the Lender Purchaser deems reasonably necessary or advisable to evidence that such Loan Party is a Guarantor and to grant to the Lender Purchaser a security interest in such Collateral and (ii) take all actions necessary or advisable in the reasonable opinion of the Lender to grant to the Lender Purchaser a perfected first priority (except as expressly permitted by Section 7.2) security interest and Lien in such Collateral as required by the Guarantee and Collateral Agreement or any other Security DocumentCollateral, subject only to Permitted Liens in priority, including (if applicable) without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions jurisdiction as may be required by the Guarantee and Collateral this Agreement or taking any other action by law or as reasonably may be requested by the LenderPurchaser. (b) With respect Subject to any fee interest in any real property acquired after the Closing Date by any Loan Party with an individual fair market value in excess of $250,000Section 9.11, promptly (and in any event within sixty (60) days of such acquisition or such longer period as approved by the Lender in its reasonable discretion): (i) execute and deliver a first priority Mortgage in the maximum principal amount of the purchase price of such real property in jurisdictions that impose mortgage recording taxes (or such other amount as shall be reasonably specified by the Lender in jurisdictions that do not impose mortgage recording taxes), in favor of the Lender covering such real property, (ii) if requested by the Lender, provide the Lender with (1) title and extended coverage insurance (with such customary endorsements, coinsurance and reinsurance as the Lender may reasonably request) covering such real property, paid for by the Borrower and issued by a nationally recognized title insurance company, in an amount equal to the purchase price of such real property, (2) a current ALTA/NSPS survey thereof, paid for by the Borrower and in each case, including all improvements, easements and other customary matters thereon reasonably required by the Lender, together with a surveyor’s certificate and complying in all material respects with the minimum detail requirements of the American Land Title Association and National Society of Professional Surveyors as such requirements are in effect on the date of preparation of such survey, or an existing survey, in each case, sufficient for such title insurance company to remove all standard survey exceptions from the title insurance policy relating to such real property and issue the customary survey related endorsements or otherwise reasonably acceptable to the Lender, (3) flood insurance determination certificates, and if applicable, evidence that the applicable Loan Party has obtained flood insurance covering such property in an amount required for the Lender to be in compliance with the National Flood Insurance Act of 1968 and (4) such other documents as the Lender may reasonably request that are in the Borrower’s possession with respect to any such real property, and (iii) if requested by the Lender, deliver to the Lender legal opinions relating to such Mortgage, which opinions shall be in form and substance reasonably satisfactory to the Lender. (c) With respect to any new direct or indirect Subsidiary that is created or acquired after the Closing Date by any Loan Credit Party, the Credit Parties shall cause such Subsidiary to promptly (and and, in any event event, within thirty five (305) days following such creation or the date of such longer period as approved by the Lender in its sole discretion): acquisition) (i) execute and deliver to the Lender Purchaser a Joinder Agreement and such supplements, joinders or amendments to the applicable Security Documents this Agreement as the Lender Purchaser deems reasonably necessary or advisable to grant to the Lender Purchaser a perfected first priority security interest interest, subject only to Permitted Liens in priority, in the Capital Stock of such new Subsidiary that is owned directly or indirectly by such Loan Credit Party, ; (ii) deliver to Purchaser the Lender such documents and instruments as may be required to grant, perfect, protect and ensure the priority of such security interest, including but not limited to, the certificates, if any, certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan such Credit Party, any Control Agreement with respect to each Deposit Account or Securities Account (other than, in each case, Excluded Accounts), and any Security Document (or any amendment, supplement or modification thereof) with respect to Intellectual Property (other than Excluded Assets), as the case may be; (iii) cause such new Subsidiary or become a party to this Agreement, the Security Agreement, the Intellectual Property Security Agreement and any Subsidiary formed for the purpose of acquiring any such Subsidiary other Transaction Document as Purchaser may request; (Aiv) to become a party to the Guarantee and Collateral Stock Pledge Agreement and other applicable Security Documents, if such Subsidiary owns Capital Stock of another entity; (Bv) to take such actions as are reasonably necessary or advisable in the opinion of the Lender to grant to the Lender Purchaser a perfected first priority security interest (interest, subject only to Liens permitted hereunder) Permitted Liens, in the Collateral all Property described in this Agreement, the Guarantee Security Agreement and Collateral the Intellectual Property Security Agreement or such other Security Documents, with respect to such Subsidiary, including including, without limitation, the recording of instruments in the United States Patent and Trademark Office and the United States Copyright Office, the execution and delivery by all necessary Persons of Control Agreements and the filing of UCC Uniform Commercial Code financing statements in such jurisdictions as may be required by this Agreement, the Guarantee and Collateral Intellectual Property Security Agreement or by law or as may be reasonably requested by the Lender Purchaser; (vi) provide evidence of proper corporate or other organizational authorization and (C) to deliver to the Lender a customary certificate of such Subsidiary, in a form reasonably satisfactory to the Lender, with appropriate insertions and attachments, and (iv) if requested by the Lender, deliver to the Lender legal opinions relating with respect to each of the matters described aboveset forth in this Section 8.20(b), which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Lender. Notwithstanding the foregoingPurchaser; and (vii) deliver to Purchaser such other documentation as Purchaser may require, (i) other than the Collateral in which a Lien was previously granted or required to be granted by the Loan Parties, or the guarantees provided by the Loan Partiesits sole discretion, in each case, on the Closing Date or pursuant in form and substance satisfactory to Section 5.2, the Loan Parties shall not be required to deliver any Collateral or perfect the Lender’s security interest with respect to any Collateral (except to the extent perfection can be accomplished by filing UCC financing statements) or provide any guarantee of the Obligations, in each case, if the cost of delivering or perfecting the lien in such Collateral or of providing such guarantee exceeds the benefit to the Lender (which shall take into account any adverse tax consequences suffered or expected to be suffered by the Borrower or any Loan Party as a result thereof), in each case, as reasonably determined by the Lender, and (ii) other than the Collateral in which a Lien was previously granted or required to be granted by the Loan Parties, or the guarantees provided by the Loan Parties, in each case, on the Closing Date or pursuant to Section 5.2, no such Liens or guarantees shall be required to be provided by any Subsidiary in any case in which (or, if applicable, to the extent that) the provision of such Lien or guarantee would violate applicable law, in each case, as reasonably determined by the LenderPurchaser.

Additional Collateral, etc. (a) With respect to any Collateral personal Property acquired after the Closing Effective Date by the Parent or any Loan Party of its Subsidiaries (other than (w) any leasehold, easement or fee interest in real property, (x) any Property subject to a Lien expressly permitted by Section 7.3(g), (y) Property acquired by an Excluded Subsidiary and (z) Property acquired directly by the Parent, Holdings or SBA Senior Finance other than the Capital Stock of a Person of which any of Holdings, SBA Senior Finance or the Borrower is a Subsidiary) as to which the Lender Administrative Agent, for the benefit of the Secured Parties, does not have a perfected Lien that is required by the Guarantee and Collateral Agreement (excludingLien, for the avoidance of doubt, real property), the Borrower will, and will cause each other Loan Party to, promptly: promptly (i) execute and deliver to the Lender Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Lender Administrative Agent deems reasonably necessary or advisable to evidence that such Loan Party is a Guarantor and to grant to the Lender Administrative Agent, for the benefit of the Secured Parties, a security interest in such Collateral Property and (ii) take all actions necessary or advisable in the reasonable opinion of the Lender to grant to the Lender Administrative Agent, for the benefit of the Secured Parties, a perfected first priority (except as expressly permitted by Section 7.2) security interest and Lien in such Collateral as required by the Guarantee and Collateral Agreement or any other Security DocumentProperty, including (if applicable) without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or taking any other action as reasonably requested by the LenderAgreement. (b) With respect to any fee interest in any real property acquired after the Closing Date by any Loan Party with new Subsidiary (other than an individual fair market value in excess of $250,000, promptly (and in any event within sixty (60Excluded Subsidiary) days of such acquisition or such longer period as approved by the Lender in its reasonable discretion): (i) execute and deliver a first priority Mortgage in the maximum principal amount of the purchase price of such real property in jurisdictions that impose mortgage recording taxes (or such other amount as shall be reasonably specified by the Lender in jurisdictions that do not impose mortgage recording taxes), in favor of the Lender covering such real property, (ii) if requested by the Lender, provide the Lender with (1) title and extended coverage insurance (with such customary endorsements, coinsurance and reinsurance as the Lender may reasonably request) covering such real property, paid for by the Borrower and issued by a nationally recognized title insurance company, in an amount equal to the purchase price of such real property, (2) a current ALTA/NSPS survey thereof, paid for by the Borrower and in each case, including all improvements, easements and other customary matters thereon reasonably required by the Lender, together with a surveyor’s certificate and complying in all material respects with the minimum detail requirements of the American Land Title Association and National Society of Professional Surveyors as such requirements are in effect on the date of preparation of such survey, or an existing survey, in each case, sufficient for such title insurance company to remove all standard survey exceptions from the title insurance policy relating to such real property and issue the customary survey related endorsements or otherwise reasonably acceptable to the Lender, (3) flood insurance determination certificates, and if applicable, evidence that the applicable Loan Party has obtained flood insurance covering such property in an amount required for the Lender to be in compliance with the National Flood Insurance Act of 1968 and (4) such other documents as the Lender may reasonably request that are in the Borrower’s possession with respect to any such real property, and (iii) if requested by the Lender, deliver to the Lender legal opinions relating to such Mortgage, which opinions shall be in form and substance reasonably satisfactory to the Lender. (c) With respect to any new direct or indirect Subsidiary that is created or acquired after the Closing Effective Date (which, for the purposes of this paragraph, shall include any existing Subsidiary that ceases to be an Excluded Subsidiary or Securitization Subsidiary) by the Borrower or any Loan Partyof its Subsidiaries, promptly (and in any event within thirty (30) days or such longer period as approved by the Lender in its sole discretion): (i) execute and deliver to the Lender Administrative Agent such supplements, joinders or amendments to the applicable Security Documents Guarantee and Collateral Agreement as the Lender Administrative Agent deems reasonably necessary or advisable to grant to the Lender Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned directly by the Borrower or indirectly by such Loan Partyany of its Subsidiaries, (ii) deliver to the Lender such documents and instruments as may be required to grant, perfect, protect and ensure Administrative Agent the priority of such security interest, including but not limited to, the certificates, if any, certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan PartyBorrower or such Subsidiary, any Control Agreement with respect to each Deposit Account or Securities Account (other than, in each case, Excluded Accounts)as the case may be, and any Security Document (or any amendment, supplement or modification thereof) with respect to Intellectual Property (other than Excluded Assets), (iii) cause such new Subsidiary or any Subsidiary formed for the purpose of acquiring any such Subsidiary (A) to become a party to the Guarantee and Collateral Agreement and other applicable Security Documents, (B) to take such actions as are reasonably necessary or advisable in the opinion of the Lender to grant to the Lender Administrative Agent for the benefit of the Secured Parties a perfected first priority security interest (subject to Liens permitted hereunder) in the Collateral described in the Guarantee and Collateral Agreement or such other Security Documents, with respect to such new Subsidiary, including including, without limitation, the filing of UCC Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or as may be reasonably requested by the Lender and Agreement. (Cc) to deliver to the Lender a customary certificate of such Subsidiary, in a form reasonably satisfactory to the Lender, with appropriate insertions and attachments, and (iv) if requested by the Lender, deliver to the Lender legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Lender. Notwithstanding the foregoing, (i) other than the Collateral in which a Lien was previously granted or required to be granted by the Loan Parties, or the guarantees provided by the Loan Parties, in each case, on the Closing Date or pursuant to Section 5.2, the Loan Parties shall not be required to deliver any Collateral or perfect the Lender’s security interest with With respect to any Collateral (except to new Excluded Subsidiary created or acquired after the extent perfection can be accomplished by filing UCC financing statements) or provide any guarantee of the Obligations, in each case, if the cost of delivering or perfecting the lien in such Collateral or of providing such guarantee exceeds the benefit to the Lender (which shall take into account any adverse tax consequences suffered or expected to be suffered Effective Date by the Borrower or any Loan Party of its Subsidiaries, promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable in order to grant to the Administrative Agent, for the benefit of the Secured Parties, a result thereof), perfected first priority security interest in each case, as reasonably determined the Capital Stock of such new Excluded Subsidiary that is owned by the LenderBorrower or any of its Subsidiaries (provided that in no event shall more than 65% of the total outstanding Capital Stock of any such new Excluded Subsidiary be required to be so pledged), and (ii) other than deliver to the Collateral in which a Lien was previously granted or required to be granted by Administrative Agent the Loan Partiescertificates representing such Capital Stock, or the guarantees provided by the Loan Partiestogether with undated stock powers, in each caseblank, on executed and delivered by a duly authorized officer of the Closing Date Borrower or pursuant to Section 5.2such Excluded Subsidiary, as the case may be. For the avoidance of doubt, no such Liens or guarantees local perfection measures shall be required to be provided by any Subsidiary taken in any case in which (or, if applicable, to the extent that) the provision of such Lien or guarantee would violate applicable law, in each case, as reasonably determined by the Lenderforeign jurisdiction.

Additional Collateral, etc. (a) With respect to any Collateral acquired after the Closing Date or, in the case of inventory or equipment, any material Collateral moved after the Closing Date by the Borrower or any other Loan Party (other than any Collateral described in paragraphs (b), (c) or (d) of this Section) as to which the Lender does not have a perfected Lien that is required by the Guarantee and Collateral Agreement (excludingAgent, for the avoidance benefit of doubtthe Secured Parties, real propertydoes not as a result of such acquisition or move have a first priority perfected security interest (subject to Liens expressly permitted by Section 6.02), promptly (and, in any event, within 20 days following the Borrower will, and will cause each other Loan Party to, promptly: date of such acquisition) (i) execute and deliver to the Lender Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement or such other documents Security Documents as the Lender Collateral Agent deems reasonably necessary or advisable to evidence that such Loan Party is a Guarantor and to grant to the Lender Collateral Agent, for the benefit of the Secured Parties, a security interest in such Collateral and (ii) promptly following the Administrative Agent’s or the Collateral Agent’s request, take all actions necessary or advisable in to grant to, or continue on behalf of, the reasonable opinion Collateral Agent, for the benefit of the Lender to grant to the Lender a perfected first priority (except as expressly permitted by Section 7.2) security interest and Lien in such Collateral as required by the Guarantee and Collateral Agreement or any other Security DocumentSecured Parties, including (if applicable) the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or taking any other action as reasonably requested by the Lender. (b) With respect to any fee interest in any real property acquired after the Closing Date by any Loan Party with an individual fair market value in excess of $250,000, promptly (and in any event within sixty (60) days of such acquisition or such longer period as approved by the Lender in its reasonable discretion): (i) execute and deliver a first priority Mortgage in the maximum principal amount of the purchase price of such real property in jurisdictions that impose mortgage recording taxes (or such other amount as shall be reasonably specified by the Lender in jurisdictions that do not impose mortgage recording taxes), in favor of the Lender covering such real property, (ii) if requested by the Lender, provide the Lender with (1) title and extended coverage insurance (with such customary endorsements, coinsurance and reinsurance as the Lender may reasonably request) covering such real property, paid for by the Borrower and issued by a nationally recognized title insurance company, in an amount equal to the purchase price of such real property, (2) a current ALTA/NSPS survey thereof, paid for by the Borrower and in each case, including all improvements, easements and other customary matters thereon reasonably required by the Lender, together with a surveyor’s certificate and complying in all material respects with the minimum detail requirements of the American Land Title Association and National Society of Professional Surveyors as such requirements are in effect on the date of preparation of such survey, or an existing survey, in each case, sufficient for such title insurance company to remove all standard survey exceptions from the title insurance policy relating to such real property and issue the customary survey related endorsements or otherwise reasonably acceptable to the Lender, (3) flood insurance determination certificates, and if applicable, evidence that the applicable Loan Party has obtained flood insurance covering such property in an amount required for the Lender to be in compliance with the National Flood Insurance Act of 1968 and (4) such other documents as the Lender may reasonably request that are in the Borrower’s possession with respect to any such real property, and (iii) if requested by the Lender, deliver to the Lender legal opinions relating to such Mortgage, which opinions shall be in form and substance reasonably satisfactory to the Lender. (c) With respect to any new direct or indirect Subsidiary that is created or acquired after the Closing Date by any Loan Party, promptly (and in any event within thirty (30) days or such longer period as approved by the Lender in its sole discretion): (i) execute and deliver to the Lender such supplements, joinders or amendments to the applicable Security Documents as the Lender deems reasonably necessary or advisable to grant to the Lender a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned directly or indirectly by such Loan Party, (ii) deliver to the Lender such documents and instruments as may be required to grant, perfect, protect and ensure the priority of such security interest, including but not limited to, the certificates, if any, representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, any Control Agreement with respect to each Deposit Account or Securities Account (other than, in each case, Excluded Accounts), and any Security Document (or any amendment, supplement or modification thereof) with respect to Intellectual Property (other than Excluded Assets), (iii) cause such new Subsidiary or any Subsidiary formed for the purpose of acquiring any such Subsidiary (A) to become a party to the Guarantee and Collateral Agreement and other applicable Security Documents, (B) to take such actions as are reasonably necessary or advisable in the opinion of the Lender to grant to the Lender a perfected first priority security interest (subject to Liens expressly permitted hereunderby Section 6.02) in the Collateral described in the Guarantee and Collateral Agreement or such other Security Documents, with respect to such SubsidiaryCollateral, including the filing of UCC financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent or the Collateral Agent. (b) With respect to any (x) fee interest in any Collateral consisting of material Real Property (as determined by Administrative Agent and (y) lease of Collateral consisting of Real Property with an annual base rent in excess of $2,500,000 after the expiration of any rent abatement or free rent period, acquired or leased after the Closing Date by the Borrower or any other Loan Party and promptly (and, in any event, within 20 days following the date of such acquisition, in the case of clause (x)) (i) execute and deliver or, in the case of clause (y), use commercially reasonable efforts to execute and deliver, a first priority (subject to Liens expressly permitted by Section 6.02) Mortgage in favor of the Collateral Agent, for the benefit of the Secured Parties, covering such Real Property and complying with the provisions herein and in the Security Documents, (ii) provide or, in the case of clause (y), use commercially reasonable efforts to provide, the Secured Parties with title and extended coverage insurance in an amount at least equal to the purchase price of such Real Property (or such other amount as the Administrative Agent shall reasonably specify), surveys, and if applicable, flood insurance, lease estoppel certificates or, in the event that the Administrative Agent has determined that a recorded memorandum of lease or an amendment of lease is necessary or appropriate in order to make any such leased Real Property mortgageable, evidence of such recordation or a copy of such fully executed and binding lease amendment, all as may be reasonably requested by the Lender and Administrative Agent, (C) to deliver to the Lender a customary certificate of such Subsidiary, in a form reasonably satisfactory to the Lender, with appropriate insertions and attachments, and (iviii) if requested by the LenderAdministrative Agent, deliver to the Lender Administrative Agent and the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Lender. Notwithstanding the foregoing, (i) other than Administrative Agent and the Collateral in which Agent and (iv) deliver to the Administrative Agent a Lien was previously granted or required notice identifying, and upon the Administrative Agent’s request and subject to be granted by the Loan Partiesany contractual restrictions contained therein, or the guarantees provided by the Loan Parties, in each case, on the Closing Date or pursuant to Section 5.2provide a copy of, the Loan Parties shall not be required to deliver any Collateral consultant’s reports, environmental site assessments or perfect the Lender’s security interest with respect to any Collateral (except to the extent perfection can be accomplished by filing UCC financing statements) or provide any guarantee of the Obligations, in each case, if the cost of delivering or perfecting the lien in such Collateral or of providing such guarantee exceeds the benefit to the Lender (which shall take into account any adverse tax consequences suffered or expected to be suffered other documents relied upon by the Borrower or any other Loan Party as to determine that any such Real Property included in such Collateral does not contain Hazardous Materials of a form or type or in a quantity or location that could reasonably be expected to result thereof)in a material Environmental Liability. Holdings or the Borrower shall use commercially reasonable efforts to deliver to the Administrative Agent estoppel certificates from the landlord with respect to each leased Mortgaged Property, confirming the nonexistence of any default thereunder and certain other information with respect to such lease, each of the foregoing in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent. (c) With respect to any Subsidiary (other than an Excluded Foreign Subsidiary or a Receivables Subsidiary) created or acquired after the Closing Date (which, for the purposes of this paragraph, shall include any existing Subsidiary that ceases to be an Excluded Foreign Subsidiary at any time after the Closing Date) by the Borrower or any of the Subsidiaries, promptly (and, in each caseany event, within 20 days following such creation or the date of such acquisition) (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments or supplements to the Guarantee and Collateral Agreement as reasonably determined the Administrative Agent or the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a valid, perfected first priority security interest (subject to Liens expressly permitted by clauses (b) or (d) of Section 6.02) in the Equity Interests in such new Subsidiary that are owned by the LenderBorrower or any of the Subsidiaries, and (ii) other than deliver to the Collateral Agent the certificates, if any, representing such Equity Interests, together with undated stock powers, in which blank, executed and delivered by a Lien was previously granted duly authorized officer of the Borrower or such Subsidiary, as the case may be, (iii) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement (and provide Guarantees of the Obligations) and the Intellectual Property Security Agreements and (B) to take such actions necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest (subject to Liens expressly permitted by Section 6.02) in the Collateral described in the Guarantee and Collateral Agreement and the Intellectual Property Security Agreement with respect to such new Subsidiary, including the recording of instruments in the United States Patent and Trademark Office and the United States Copyright Office and the filing of UCC financing statements in such jurisdictions as may be required to be granted by the Loan PartiesGuarantee and Collateral Agreement, the Intellectual Property Security Agreement or by law or as may be requested by the Administrative Agent or the guarantees provided Collateral Agent and (iv) if requested by the Loan PartiesAdministrative Agent, deliver to the Administrative Agent and the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in each caseform and substance, on and from counsel, reasonably satisfactory to the Administrative Agent and the Collateral Agent. (d) With respect to any Excluded Foreign Subsidiary created or acquired after the Closing Date directly by the Borrower or pursuant any of its Domestic Subsidiaries, promptly (and, in any event, within 60 days following such creation or the date of such acquisition) (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent or the Collateral Agent deems necessary or advisable in order to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest (subject to Liens expressly permitted by clauses (b) or (d) of Section 5.2, 6.02) in the Equity Interests in such new Excluded Foreign Subsidiary that is directly owned by the Borrower or any of its Domestic Subsidiaries (provided that in no event shall more than 65% of the total outstanding voting Equity Interests in any such Liens or guarantees shall new Excluded Foreign Subsidiary be required to be provided so pledged), (ii) deliver to the Collateral Agent the certificates (if applicable) representing such Equity Interests, together with undated stock powers, in blank, executed and delivered by any Subsidiary in any a duly authorized officer of the Borrower or such Domestic Subsidiary, as the case in which (may be, and take such other action as may be necessary or, in the opinion of the Administrative Agent or the Collateral Agent, desirable to perfect the security interest of the Collateral Agent thereon and (iii) if applicablerequested by the Administrative Agent, deliver to the extent that) Administrative Agent and the provision of such Lien or guarantee would violate applicable lawCollateral Agent legal opinions relating to the matters described above, which opinions shall be in each caseform and substance, as and from counsel, reasonably determined by satisfactory to the LenderAdministrative Agent and the Collateral Agent.

Additional Collateral, etc. (a) With respect to any Collateral property acquired after the Closing Date by any Loan Party (other than (x) any property described in paragraph (b), (c) or (d) below, (y) any property subject to a Lien expressly permitted by Section 8.3(g) and (z) property acquired by any Excluded Foreign Subsidiary) as to which the Lender Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien that is required by the Guarantee and Collateral Agreement (excludingLien, for the avoidance of doubt, real property), the Borrower will, and will cause each other Loan Party to, promptly: promptly (i) execute and deliver to the Lender Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Lender Administrative Agent reasonably deems reasonably necessary or advisable to evidence that such Loan Party is a Guarantor and to grant to the Lender Administrative Agent, for the benefit of the Lenders, a security interest in such Collateral property and (ii) take all actions necessary or reasonably advisable in the reasonable opinion of the Lender to grant to the Lender Administrative Agent, for the benefit of the Lenders, a perfected first priority (except as expressly permitted by Section 7.2) security interest and Lien in such Collateral as required by the Guarantee and Collateral Agreement or any other Security Documentproperty, including (if applicable) the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or taking any other action by law or as reasonably may be requested by the LenderAdministrative Agent. (b) With respect to (i) any fee interest in any real property having an aggregate fair market value (together with improvements thereof) of at least $1,000,000 acquired in one or a series of transactions after the Closing Date by any Borrower or any other Loan Party with (including any such real property owned by any new Subsidiary Guarantor acquired after the Closing Date and excluding any such real property owned by an individual fair market value Excluded Foreign Subsidiary or subject to a Lien expressly permitted by Section 8.3(g)) or (ii) subject to the related Loan Party obtaining the required landlord consent (provided that each Loan Party shall use commercially reasonable efforts to obtain such consent), any leasehold interest in any real property requiring aggregate payments in excess of $250,000400,000 per annum acquired or leased (including any leasehold property interest owned by any new Subsidiary Guarantor acquired after the Closing Date or any leasehold property interest with respect to which a required landlord consent is granted after the Closing Date) in one or a series of transactions after the Closing Date by any Borrower or any other Loan Party, promptly (and in any event within sixty (60) days of such acquisition or such longer period as approved by the Lender in its reasonable discretion): (i1) execute and deliver a first priority Mortgage in favor of the maximum principal Administrative Agent, for the benefit of the Secured Parties, covering such real property, (2) deliver to the Administrative Agent an appraisal of such real property from a firm reasonably satisfactory to the Administrative Agent, (3) if requested by the Administrative Agent, provide the Lenders with (x) title and extended coverage insurance covering such real property in an amount of at least equal to the purchase price of such real property in jurisdictions that impose mortgage recording taxes (or such other amount as shall be reasonably specified by the Lender in jurisdictions that do not impose mortgage recording taxes), in favor of the Lender covering such real property, (iiAdministrative Agent) if requested by the Lender, provide the Lender with (1) title and extended coverage insurance (with such customary endorsements, coinsurance and reinsurance as the Lender may reasonably request) covering such real property, paid for by the Borrower and issued by a nationally recognized title insurance company, in an amount equal to the purchase price of such real property, (2) well as a current ALTA/NSPS ALTA survey thereof, paid for by the Borrower and in each case, including all improvements, easements and other customary matters thereon reasonably required by the Lender, together with a surveyor’s certificate and complying (y) any consents, waivers or estoppels reasonably deemed necessary or advisable by the Administrative Agent in all material respects connection with such Mortgage and that the minimum detail requirements Borrower can obtain using commercially reasonable efforts, each of the American Land Title Association and National Society of Professional Surveyors as such requirements are in effect on the date of preparation of such survey, or an existing survey, in each case, sufficient for such title insurance company to remove all standard survey exceptions from the title insurance policy relating to such real property and issue the customary survey related endorsements or otherwise reasonably acceptable to the Lender, (3) flood insurance determination certificates, and if applicable, evidence that the applicable Loan Party has obtained flood insurance covering such property in an amount required for the Lender to be in compliance with the National Flood Insurance Act of 1968 and (4) such other documents as the Lender may reasonably request that are in the Borrower’s possession with respect to any such real property, and (iii) if requested by the Lender, deliver to the Lender legal opinions relating to such Mortgage, which opinions shall be foregoing in form and substance reasonably satisfactory to the Lender. (c) With respect to any new direct or indirect Subsidiary that is created or acquired after the Closing Date by any Loan Party, promptly (and in any event within thirty (30) days or such longer period as approved by the Lender in its sole discretion): (i) execute and deliver to the Lender such supplements, joinders or amendments to the applicable Security Documents as the Lender deems reasonably necessary or advisable to grant to the Lender a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned directly or indirectly by such Loan Party, (ii) deliver to the Lender such documents and instruments as may be required to grant, perfect, protect and ensure the priority of such security interest, including but not limited to, the certificates, if any, representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, any Control Agreement with respect to each Deposit Account or Securities Account (other than, in each case, Excluded Accounts), and any Security Document (or any amendment, supplement or modification thereof) with respect to Intellectual Property (other than Excluded Assets), (iii) cause such new Subsidiary or any Subsidiary formed for the purpose of acquiring any such Subsidiary (A) to become a party to the Guarantee and Collateral Agreement and other applicable Security Documents, (B) to take such actions as are reasonably necessary or advisable in the opinion of the Lender to grant to the Lender a perfected first priority security interest (subject to Liens permitted hereunder) in the Collateral described in the Guarantee and Collateral Agreement or such other Security Documents, with respect to such Subsidiary, including the filing of UCC financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or as may be reasonably requested by the Lender Administrative Agent and (C) to deliver to the Lender a customary certificate of such Subsidiary, in a form reasonably satisfactory to the Lender, with appropriate insertions and attachments, and (iv4) if requested by the LenderAdministrative Agent, deliver to the Lender Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the LenderAdministrative Agent. (c) With respect to any new Subsidiary (other than (x) an Excluded Foreign Subsidiary, (y) a new Subsidiary that, if it had been consolidated with the Borrower as of the first date of the most-recent period of four consecutive fiscal quarters for which financial statements have been delivered pursuant to Section 7.1, would not constitute a Material Group Member or (z) a non-Wholly Owned Subsidiary which is prohibited from becoming a Subsidiary Guarantor by the terms of any Requirement of Law (including any duty owed thereunder) binding on or applicable to such non-Wholly Owned Subsidiary or the holders of its Capital Stock) created or acquired after the Closing Date by any Group Member (which, for the purposes of this paragraph (c), shall include any existing Subsidiary that ceases to be an Excluded Foreign Subsidiary), or any other Subsidiary designated by the Borrower to become a Subsidiary Guarantor, promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent reasonably deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by any Group Member, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Group Member, (iii) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent and (C) to deliver to the Administrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit C, with appropriate insertions and attachments, and (iv) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, if at any time (x) the aggregate revenues represented by all non-Material Group Members which are Non-Guarantor Subsidiaries shall exceed 3% of the total consolidated gross revenues of the Borrower for the period of the most recent four full fiscal quarters of the Borrower for which financial statements are available or (y) the aggregate book value of the assets of all non-Material Group Members which are Non-Guarantor Subsidiaries shall exceed $17,500,000, the Borrower shall cause a number of non-Material Group Members which are Non-Guarantor Subsidiaries to comply with the terms of this paragraph sufficient to cause the aggregate revenues and assets of such non-Material Group Members which are Non-Guarantor Subsidiaries not to exceed the maximum amounts set forth in clauses (x) and (y), respectively. (d) With respect to any new Excluded Foreign Subsidiary created or acquired after the Closing Date by any Group Member (other than by any Group Member that is an Excluded Foreign Subsidiary), promptly (i) other execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent reasonably deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by any such Group Member (provided that in no event shall more than 65% of the Collateral in which a Lien was previously granted or total outstanding Capital Stock of any such new Subsidiary be required to be granted by so pledged), (ii) deliver to the Loan PartiesAdministrative Agent the certificates representing such Capital Stock, or the guarantees provided by the Loan Partiestogether with undated stock powers, in each caseblank, on the Closing Date or pursuant to Section 5.2, the Loan Parties shall not be required to deliver any Collateral or perfect the Lender’s security interest with respect to any Collateral (except to the extent perfection can be accomplished executed and delivered by filing UCC financing statements) or provide any guarantee a duly authorized officer of the Obligationsrelevant Group Member, in each caseas the case may be, if the cost of delivering or perfecting the lien in and take such Collateral or of providing such guarantee exceeds the benefit to the Lender (which shall take into account any adverse tax consequences suffered or expected to other action as may be suffered by the Borrower or any Loan Party as a result thereof), in each casenecessary or, as reasonably determined by the LenderAdministrative Agent, desirable to perfect the Administrative Agent’s security interest therein, and (iiiii) other than the Collateral in which a Lien was previously granted or required to be granted if requested by the Loan PartiesAdministrative Agent, or deliver to the guarantees provided by Administrative Agent legal opinions relating to the Loan Partiesmatters described above, in each case, on the Closing Date or pursuant to Section 5.2, no such Liens or guarantees which opinions shall be required to be provided by any Subsidiary in any case in which (orform and substance, if applicableand from counsel, reasonably satisfactory to the extent that) the provision of such Lien or guarantee would violate applicable law, in each case, as reasonably determined by the LenderAdministrative Agent.

Additional Collateral, etc. (a) With Except with respect to any Excluded Assets, at the Borrowers’ expense: (i) in the case of any Loan Party that is a Domestic Subsidiary, (A) within 30 days (or such later date as may be agreed by the Collateral Agent in its sole discretion) of the delivery of any Compliance Certificate to the Administrative Agents pursuant to Section 5.2(a), with respect to any property or assets acquired during the immediately preceding fiscal quarter that are not subject to a perfected first priority Lien (subject to Permitted Liens) in favor of the Collateral Agent for the benefit of the Secured Parties (as well as any real property not subject to a Mortgage as of the Closing Date which becomes Material Real Property after the Closing Date Date), furnish to the Collateral Agent a description of such property or assets so held or acquired in detail satisfactory to the Collateral Agent, (B) [reserved], (C) within 30 days (or such later date as may be agreed by the Collateral Agents in its sole discretion) of the delivery of any Compliance Certificate to the Administrative Agents pursuant to Section 5.2(a), after such acquisition, cause the applicable Loan Party to duly execute and deliver to the Collateral Agent any supplements to the Security Agreement, supplements to any US IP Security Agreement and other security and pledge agreements as specified by and in form and substance satisfactory to the Collateral Agent, securing payment of all the Obligations of the applicable Loan Party under the Loan Documents and constituting Liens on all such properties, (D) within 30 days (or such later date as may be agreed by the Collateral Agent in its sole discretion) of the delivery of any Compliance Certificate to the Administrative Agents pursuant to Section 5.2(a), cause the applicable Loan Party to take whatever action (including the filing of Uniform Commercial Code financing statements) may be necessary or advisable in the opinion of the Collateral Agent to vest in the Collateral Agent (or in any representative of the Collateral Agent designated by it) valid and subsisting Liens on such property or assets, enforceable against all third parties, but in any case, subject to any Permitted Liens and in accordance with the Collateral Documents, (E) within 60 days (or such later date as may be agreed by the Collateral Agent in its sole discretion) of the delivery of any Compliance Certificate to the Administrative Agents pursuant to Section 5.2(a), deliver to the Collateral Agent, upon the request of the Collateral Agent, in its sole discretion, a signed copy of a favorable opinion, addressed to the Collateral Agent and the other Secured Parties, of counsel for the Loan Parties acceptable to the Collateral Agent as to the matters contained in clauses (C) and (D) above and as to such other matters as the Collateral Agent may reasonably request, and (F) in the case of any such Material Real Property, within 60 days (or such later date as may be agreed by the Collateral Agent in its sole discretion) after (i) the date of the acquisition of Material Real Property or (ii) the date of the delivery of any Compliance Certificate to the Administrative Agents pursuant to Section 5.2(a) if such real property became during the immediately preceding fiscal quarter (or was determined to be) a Material Real Property, deliver to the Collateral Agent a Mortgage with respect to such Material Real Property, duly executed by such Loan Party, together with, for each such Mortgage: (1) evidence that counterparts of such Mortgage have been duly executed, acknowledged and delivered and are in form suitable for filing or recording in all filing or recording offices that the Collateral Agent may reasonably deem necessary or desirable in order to create a valid first and subsisting Lien (subject only to Permitted Liens) on the property described therein in favor of the Collateral Agent for the benefit of the Secured Parties and that all filing, documentary, stamp, intangible and recording taxes and other fees in connection therewith have been paid, (2) (i) a fully paid American Land Title Association Lender’s Extended Coverage title insurance policy or unconditional commitment therefor, with endorsements or affirmative insurance requested by the Collateral Agent (which may include, without limitation, endorsements on matters relating to usury, first loss, last dollar (to the extent not otherwise provided), zoning, doing business, variable rate, address, separate tax lot, subdivision, tie in or cluster, contiguity, access and so-called comprehensive coverage over covenants and restrictions, to the extent such endorsements are available in the applicable jurisdiction(s) at commercially reasonable rates) and in amounts reasonably acceptable to the Collateral Agent, issued by title insurers acceptable to the Collateral Agent (collectively, the “Title Company”), insuring such Mortgage to be a valid first and subsisting Lien (subject only to Permitted Liens) on the property described therein, free and clear of all defects (including, but not limited to, mechanics’ and materialmen’s Liens) and encumbrances, excepting only Permitted Liens, and providing for such other affirmative insurance and such coinsurance and direct access reinsurance as the Collateral Agent may deem reasonably necessary or desirable (each such policy or unconditional commitment, a “Mortgage Policy”); and the applicable Loan Party shall deliver to the Title Company such affidavits and indemnities as shall be reasonably required to induce the Title Company to issue the Title Policy contemplated in this clause (B) and (ii) evidence reasonably satisfactory to the Collateral Agent that all expenses and premiums of the Title Company and all other sums required in connection with the issuance of the Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording such Mortgage in the appropriate real estate records have been paid to the Title Company or to the appropriate Governmental Authorities, (3) to the extent within the possession of Parent or any of its Restricted Subsidiaries, the most current American Land Title Association survey for the Mortgaged Property, (4) evidence of the insurance required by Section 5.5 (5) (i) a completed “Life of Loan” standard flood hazard determination form; (ii) if the improvement(s) located on a Mortgaged Property is located in a Special Flood Hazard Area, a notification to the Title Company (“Borrower Notice”) and (if applicable) notification to the Title Company that flood insurance coverage under the National Flood Insurance Program (“NFIP”) is not available because the community in which the property is located does not participate in the NFIP; and (iii) if the Borrower Notice is required to be given and flood insurance is available in the community in which the improved Mortgaged Property is located, a copy of one of the following: the flood insurance policy, the Title Company’s application for a flood insurance policy plus proof of premium payment, a declaration page confirming that flood insurance has been issued, or such other evidence of flood insurance required by Section 5.5 (any of the foregoing being “Evidence of Flood Insurance”); provided that no Mortgage shall encumber any improved Mortgaged Property that is located in a Special Flood Hazard Area unless Evidence of Flood Insurance has been obtained and provided to the Collateral Agent; (6) an opinion of counsel (which counsel shall be reasonably satisfactory to the Collateral Agent) in each state in which a Mortgaged Property is located with respect to the enforceability of the form(s) of Mortgage to be recorded in such state and such other matters as the Collateral Agent may reasonably request, in each case, addressed to the Collateral Agent and the other Secured Parties and in form and substance reasonably satisfactory to the Collateral Agent; and (7) evidence that all other action that the Collateral Agent may deem necessary or desirable in order to create valid first and subsisting Liens (subject only to Permitted Encumbrances) on the property described in the Mortgage has been taken; (ii) in the case of any Loan Party that is a Foreign Subsidiary, (A) within 60 days (or such later date as may be agreed by the Collateral Agent in its sole discretion) after the date any Compliance Certificate is delivered to the Administrative Agents pursuant to Section 5.2(a), with respect to any Capital Stock in any Restricted Subsidiaries organized or incorporated in any jurisdiction in the immediately preceding fiscal quarter in which any Loan Party is organized or any Intellectual Property (other than Intellectual Property that is (i) of de minimis value or (ii) licensed from any IP Holding Company) that is not subject to a perfected first priority Lien (subject to Permitted Liens) in favor of the Collateral Agent for the benefit of the Secured Parties, furnish to the Collateral Agent a description of such Capital Stock or Intellectual Property so acquired in detail satisfactory to the Collateral Agent, (B) within 60 days (or such later date as may be agreed by the Collateral Agent in its sole discretion) after the date any Compliance Certificate is delivered to the Administrative Agents pursuant to Section 5.2(a), cause the applicable Loan Party to duly execute and deliver to the Collateral Agent any pledge and/or security agreements in respect of such Capital Stock, any security and pledge agreements governed by the laws of any jurisdiction in which any Loan Party is organized (as applicable) with respect to such Intellectual Property, and any other Collateral Documents with respect to such assets, in each case, as specified by and in form and substance reasonably satisfactory to the Collateral Agent (including delivery of, or completion of such other actions which are required to be taken by the applicable Collateral Documents to perfect the Liens in, all such pledged Capital Stock), securing payment of all the Obligations of such Loan Party under the Loan Documents and constituting Liens on all such Capital Stock and Intellectual Property, (C) within 60 days (or such later date as may be agreed by the Collateral Agent in its sole discretion) after the date any Compliance Certificate is delivered to the Administrative Agents pursuant to Section 5.2(a), cause the applicable Loan Party to take whatever action may be necessary or advisable in the opinion of the Collateral Agent to vest in the Collateral Agent (or in any representative of the Collateral Agent designated by it) for the benefit of the Secured Parties valid and subsisting Liens on such assets, enforceable against all third parties, and (D) within 60 days (or such later date as may be agreed by the Collateral Agent in its sole discretion) after the date any Compliance Certificate is delivered to the Administrative Agents pursuant to Section 5.2(a), deliver to the Collateral Agent, upon the request of the Collateral Agent in its sole discretion, a signed copy of a favorable opinion, addressed to the Collateral Agent and the other Secured Parties, of counsel for the Loan Parties acceptable to the Collateral Agent as to which the Lender does matters contained in clauses (A), (C) and (D) above, and as to such other matters as the Collateral Agent may reasonably request. The Borrowers shall otherwise take or cause to be taken such actions and execute and/or deliver or cause to be executed and/or delivered to the Collateral Agent such documents as the Collateral Agent shall require to confirm the validity of the Lien granted in favor of the Collateral Agent for the benefit of the Secured Parties against such after-acquired properties or assets, and such assets held on the Closing Date not have made subject to a perfected Lien that is required created by any of the Guarantee and Collateral Agreement (excluding, for Documents. For the avoidance of doubt, real property)and without limitation, the Borrower will, and will cause each other Section 5.9 shall apply to any division of a Loan Party toand to any division of a Group Member required to become a Loan Party pursuant to the terms of the Loan Documents and to any allocation of assets to a series of a limited liability company. (b) With respect to (A) any Restricted Subsidiary (other than any Excluded Subsidiary) which is required to become a Loan Party to comply with the provisions of Section 5.14, promptly: or (B) any Restricted Subsidiary that becomes an IP Holding Company after the Closing Date, in each case, at the Borrowers’ expense: (i) if such Restricted Subsidiary is a Domestic Subsidiary, (A) within 30 days after the date the applicable Compliance Certificate is delivered to the Administrative Agents pursuant to Section 5.2(a) (or such later date as may be agreed by the Collateral Agent in its sole discretion), cause such Domestic Subsidiary to duly execute and deliver to the Lender such amendments Collateral Agent a guaranty or guaranty supplement, in form and substance reasonably satisfactory to the Guarantee and Collateral Agreement Agent, guaranteeing the Obligations of the Loan Parties, (B) within 30 days after the date the applicable Compliance Certificate is delivered to the Administrative Agents pursuant to Section 5.2(a) (or such other documents later date as may be agreed by the Lender deems reasonably necessary or advisable to evidence that such Loan Party is a Guarantor and to grant Collateral Agent in its sole discretion), furnish to the Lender Collateral Agent a security interest description of the properties and assets of such Domestic Subsidiary, in detail reasonably satisfactory to the Collateral Agent, (C) within 30 days after the date the applicable Compliance Certificate is delivered to the Administrative Agents pursuant to Section 5.2(a) (or such later date as may be agreed by the Collateral Agent in its sole discretion), cause to be duly executed and delivered to the Collateral Agent any pledge agreements, supplements to the Security Agreement, supplements to any US IP Security Agreement, other Collateral Documents, as specified by and in form and substance reasonably satisfactory to the Collateral Agent (iiincluding delivery of all Pledged Equity Interests in and of such Subsidiary), securing the Obligations of such Domestic Subsidiary under the Loan Documents and constituting Liens on all such properties and assets, (D) take all actions within 30 days after the date the applicable Compliance Certificate is delivered to the Administrative Agents pursuant to Section 5.2(a) (or such later date as may be agreed by the Collateral Agent in its sole discretion), cause to be taken whatever action (including the filing of Uniform Commercial Code financing statements) may be necessary or advisable in the reasonable opinion of the Lender Collateral Agent to grant vest in the Collateral Agent (or in any representative of the Collateral Agent designated by it) for the benefit of the Secured Parties valid and subsisting Liens on the properties purported to be subject to such pledge agreements, supplements to the Lender a perfected first priority Security Agreement, supplements to any US IP Security Agreement and other Collateral Documents delivered pursuant to this Section 5.9, enforceable against all third parties in accordance with their terms, (except as expressly permitted by E) within 60 days after the date the applicable Compliance Certificate is delivered to the Administrative Agents pursuant to Section 7.25.2(a) security interest and Lien in (or such Collateral as required by the Guarantee and Collateral Agreement or any other Security Document, including (if applicable) the filing of Uniform Commercial Code financing statements in such jurisdictions later date as may be required agreed by the Guarantee Collateral Agent in its sole discretion), deliver to the Collateral Agent, upon the request of the Collateral Agent in its sole discretion, a signed copy of a favorable opinion, addressed to the Collateral Agent and the other Secured Parties, of counsel for the Loan Parties acceptable to the Collateral Agreement or taking any Agent as to the matters contained in clauses (A), (C) and (D) above, and as to such other action matters as the Collateral Agent may reasonably requested by the Lender.request, (bF) With respect to any fee interest in any real property acquired within 60 days after the Closing Date by any Loan Party with an individual fair market value in excess of $250,000, promptly (and in any event within sixty (60date the applicable Compliance Certificate is delivered to the Administrative Agents pursuant to Section 5.2(a) days of such acquisition or such longer period as approved by the Lender in its reasonable discretion): (i) execute and deliver a first priority Mortgage in the maximum principal amount of the purchase price of such real property in jurisdictions that impose mortgage recording taxes (or such other amount later date as shall may be reasonably specified agreed by the Lender Collateral Agent in jurisdictions that do not impose mortgage recording taxesits sole discretion), with respect to each parcel of Material Real Property owned or held by such Domestic Subsidiary, deliver such documents, deliverables or instruments and take such actions similar to those described in favor of Section 5.9(a)(i)(F), each in scope, form and substance satisfactory to the Lender covering such real property, Collateral Agent; and (ii) if requested by the Lender, provide the Lender with (1) title and extended coverage insurance (with such customary endorsements, coinsurance and reinsurance as the Lender may reasonably request) covering such real property, paid for by the Borrower and issued by Restricted Subsidiary is a nationally recognized title insurance company, in an amount equal to the purchase price of such real property, (2) a current ALTA/NSPS survey thereof, paid for by the Borrower and in each case, including all improvements, easements and other customary matters thereon reasonably required by the Lender, together with a surveyor’s certificate and complying in all material respects with the minimum detail requirements of the American Land Title Association and National Society of Professional Surveyors as such requirements are in effect on the date of preparation of such survey, or an existing survey, in each case, sufficient for such title insurance company to remove all standard survey exceptions from the title insurance policy relating to such real property and issue the customary survey related endorsements or otherwise reasonably acceptable to the Lender, (3) flood insurance determination certificates, and if applicable, evidence that the applicable Loan Party has obtained flood insurance covering such property in an amount required for the Lender to be in compliance with the National Flood Insurance Act of 1968 and (4) such other documents as the Lender may reasonably request that are in the Borrower’s possession with respect to any such real property, and (iii) if requested by the Lender, deliver to the Lender legal opinions relating to such Mortgage, which opinions shall be in form and substance reasonably satisfactory to the Lender.Foreign Subsidiary, (c) With respect to any new direct or indirect Subsidiary that is created or acquired after the Closing Date by any Loan Party, promptly (and in any event within thirty (30) days or such longer period as approved by the Lender in its sole discretion): (i) execute and deliver to the Lender such supplements, joinders or amendments to the applicable Security Documents as the Lender deems reasonably necessary or advisable to grant to the Lender a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned directly or indirectly by such Loan Party, (ii) deliver to the Lender such documents and instruments as may be required to grant, perfect, protect and ensure the priority of such security interest, including but not limited to, the certificates, if any, representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, any Control Agreement with respect to each Deposit Account or Securities Account (other than, in each case, Excluded Accounts), and any Security Document (or any amendment, supplement or modification thereof) with respect to Intellectual Property (other than Excluded Assets), (iii) cause such new Subsidiary or any Subsidiary formed for the purpose of acquiring any such Subsidiary (A) to become a party within 60 days after the date the applicable Compliance Certificate is delivered to the Guarantee and Collateral Agreement and other applicable Security Documents, (B) to take such actions as are reasonably necessary or advisable in the opinion of the Lender to grant to the Lender a perfected first priority security interest (subject to Liens permitted hereunder) in the Collateral described in the Guarantee and Collateral Agreement or such other Security Documents, with respect to such Subsidiary, including the filing of UCC financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or as may be reasonably requested by the Lender and (C) to deliver to the Lender a customary certificate of such Subsidiary, in a form reasonably satisfactory to the Lender, with appropriate insertions and attachments, and (iv) if requested by the Lender, deliver to the Lender legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Lender. Notwithstanding the foregoing, (i) other than the Collateral in which a Lien was previously granted or required to be granted by the Loan Parties, or the guarantees provided by the Loan Parties, in each case, on the Closing Date or Administrative Agents pursuant to Section 5.2, the Loan Parties shall not be required to deliver any Collateral 5.2(a) (or perfect the Lender’s security interest with respect to any Collateral (except to the extent perfection can be accomplished by filing UCC financing statements) or provide any guarantee of the Obligations, in each case, if the cost of delivering or perfecting the lien in such Collateral or of providing such guarantee exceeds the benefit to the Lender (which shall take into account any adverse tax consequences suffered or expected to be suffered by the Borrower or any Loan Party as a result thereof), in each case, as reasonably determined by the Lender, and (ii) other than the Collateral in which a Lien was previously granted or required to be granted by the Loan Parties, or the guarantees provided by the Loan Parties, in each case, on the Closing Date or pursuant to Section 5.2, no such Liens or guarantees shall be required to be provided by any Subsidiary in any case in which (or, if applicable, to the extent that) the provision of such Lien or guarantee would violate applicable law, in each case, as reasonably determined by the Lender.suc

Additional Collateral, etc. (a) With respect to any property (to the extent included in the definition of Collateral and not constituting Excluded Assets) acquired after the Closing Restatement Date by any Loan Party or Enterasys (other than (x) any property described in paragraph (b) or (c) below, and (y) any property subject to a Lien expressly permitted by Section 7.3(g)) as to which the Lender Administrative Agent, for the ratable benefit of the Secured Parties, does not have a perfected Lien that is required by the Guarantee and Collateral Agreement (excludingLien, for the avoidance of doubt, real property), the Borrower will, and will cause each other Loan Party to, promptly: promptly (i) execute and deliver to the Lender Administrative Agent such amendments to the Guarantee and Collateral Agreement, the Enterasys Pledge Agreement or such other documents as the Lender deems Administrative Agent may reasonably deem necessary or advisable to evidence that such Loan Party is a Guarantor and to grant to the Lender Administrative Agent, for the ratable benefit of the Secured Parties, a security interest in such Collateral property and (ii) take all actions necessary or advisable in the reasonable opinion of the Lender Administrative Agent to grant to the Lender Administrative Agent, for the ratable benefit of the Secured Parties, a perfected first priority (except as expressly permitted by Section 7.27.3) security interest and Lien in such Collateral as required by the Guarantee and Collateral Agreement or any other Security Documentproperty, including (if applicable) the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement, the Enterasys Pledge Agreement or taking any other action by law or as reasonably may be requested by the LenderAdministrative Agent. (b) With respect to any fee interest in any real property acquired after the Closing Date by any Loan Party with an individual fair market value in excess of $250,000, promptly (and in any event within sixty (60) days of such acquisition or such longer period as approved by the Lender in its reasonable discretion): (i) execute and deliver a first priority Mortgage in the maximum principal amount of the purchase price of such real property in jurisdictions that impose mortgage recording taxes (or such other amount as shall be reasonably specified by the Lender in jurisdictions that do not impose mortgage recording taxes), in favor of the Lender covering such real property, (ii) if requested by the Lender, provide the Lender with (1) title and extended coverage insurance (with such customary endorsements, coinsurance and reinsurance as the Lender may reasonably request) covering such real property, paid for by the Borrower and issued by a nationally recognized title insurance company, in an amount equal to the purchase price of such real property, (2) a current ALTA/NSPS survey thereof, paid for by the Borrower and in each case, including all improvements, easements and other customary matters thereon reasonably required by the Lender, together with a surveyor’s certificate and complying in all material respects with the minimum detail requirements of the American Land Title Association and National Society of Professional Surveyors as such requirements are in effect on the date of preparation of such survey, or an existing survey, in each case, sufficient for such title insurance company to remove all standard survey exceptions from the title insurance policy relating to such real property and issue the customary survey related endorsements or otherwise reasonably acceptable to the Lender, (3) flood insurance determination certificates, and if applicable, evidence that the applicable Loan Party has obtained flood insurance covering such property in an amount required for the Lender to be in compliance with the National Flood Insurance Act of 1968 and (4) such other documents as the Lender may reasonably request that are in the Borrower’s possession with respect to any such real property, and (iii) if requested by the Lender, deliver to the Lender legal opinions relating to such Mortgage, which opinions shall be in form and substance reasonably satisfactory to the Lender. (c) With respect to any new direct or indirect Material Subsidiary that is of the Borrower created or acquired after the Closing Restatement Date by (including any Loan Partysuch Material Subsidiary acquired pursuant to a Permitted Acquisition, and including any Immaterial Subsidiary existing as of the Restatement Date which becomes a Material Subsidiary after the Restatement Date, but excluding any Excluded Subsidiary), promptly (and in any event within thirty (30) days or such longer period as approved by the Lender in its sole discretion): (i) execute and deliver to the Lender Administrative Agent such supplements, joinders or amendments to the applicable Security Documents Guarantee and Collateral Agreement as the Lender Administrative Agent reasonably deems reasonably necessary or advisable to grant to the Lender Administrative Agent, for the ratable benefit of the Secured Parties, a perfected first priority security interest and Lien in (to the extent included in the definition of Collateral and not constituting Excluded Assets) the Capital Stock of such new Material Subsidiary that is owned directly or indirectly by such Loan Partythe Borrower, (ii) deliver to the Lender Administrative Agent such documents and instruments as may be reasonably required to grant, perfect, protect and ensure the priority of such security interest, including but not limited to, the certificates, if any, certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Borrower or any other applicable Loan Party, any Control Agreement with respect to each Deposit Account or Securities Account (other than, in each case, Excluded Accounts), and any Security Document (or any amendment, supplement or modification thereof) with respect to Intellectual Property (other than Excluded Assets), (iii) cause such new Subsidiary or any Subsidiary formed for the purpose of acquiring any such Material Subsidiary (A) to become a party to the Guarantee and Collateral Agreement as a Grantor and other applicable Security Documentsa Guarantor thereunder, (B) to take such actions as are reasonably necessary or advisable in the opinion of the Lender Administrative Agent to grant to the Lender Administrative Agent for the ratable benefit of the Secured Parties a perfected first priority security interest (subject to Liens permitted hereunder) and Lien in the Collateral described in the Guarantee and Collateral Agreement or such other Security DocumentsAgreement, with respect to such new Material Subsidiary, including the filing of UCC Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Lender Administrative Agent and (C) to deliver to the Lender Administrative Agent a customary certificate of the secretary (or other equivalent officer) of such SubsidiaryMaterial Subsidiary of the type described in Section 5.1(c), in a form reasonably satisfactory to the LenderAdministrative Agent, with appropriate insertions and attachments, and (iv) if requested by the Lender, deliver to the Lender legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Lender. Notwithstanding the foregoing, (i) other than the Collateral in which a Lien was previously granted or required to be granted by the Loan Parties, or the guarantees provided by the Loan Parties, in each case, on the Closing Date or pursuant to Section 5.2, the Loan Parties shall not be required to deliver any Collateral or perfect the Lender’s security interest with respect to any Collateral (except to the extent perfection can be accomplished by filing UCC financing statements) or provide any guarantee of the Obligations, in each case, if the cost of delivering or perfecting the lien in such Collateral or of providing such guarantee exceeds the benefit to the Lender (which shall take into account any adverse tax consequences suffered or expected to be suffered by the Borrower or any Loan Party as a result thereof), in each case, as reasonably determined by the Lender, and (ii) other than the Collateral in which a Lien was previously granted or required to be granted by the Loan Parties, or the guarantees provided by the Loan Parties, in each case, on the Closing Date or pursuant to Section 5.2, no such Liens or guarantees shall be required to be provided by any Subsidiary in any case in which (or, if applicable, to the extent that) the provision of such Lien or guarantee would violate applicable law, in each case, as reasonably determined by the Lender.and

Additional Collateral, etc. (a) With Subject to Section 5.9(d), with respect to any Collateral personal Property (other than Excluded Assets) acquired or created (including the filing of any applications for the registration or issuance of any Intellectual Property) after the Closing Date by any existing Loan Party Party, no later than the later of (x) 45 days following the acquisition or creation thereof and (y) the next date of delivery of financial statements pursuant to Section 5.1(a) or 5.1(b) covering a period that includes the date of such acquisition or creation of such Property (subject, in each case, to any specific time frame established in the relevant Loan Documents or such later date as to which the Lender does not have a perfected Lien that is required may be agreed by the Guarantee and Collateral Agreement (excluding, for the avoidance of doubt, real propertyAdministrative Agent), the Borrower will, and will cause each other Loan Party to, promptly: (i) execute and deliver to the Lender Administrative Agent such amendments to the Guarantee and Collateral Agreement Security Documents (including schedules thereto) or such other documents as the Lender deems Administrative Agent may reasonably necessary or advisable to evidence that such Loan Party is a Guarantor and request to grant to the Lender Administrative Agent, for the benefit of the Secured Parties, a security interest in such Collateral Property and (ii) take all actions reasonably necessary or advisable (as determined by the Administrative Agent in the reasonable opinion of the Lender good faith) to grant to the Lender Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security Table of Contents interest (except as expressly permitted by Section 7.2subject to Permitted Liens) security interest and Lien in such Collateral Property to the extent required under the Security Documents, including the filing of UCC financing statements or PPSA financing statements in such US or Canadian jurisdictions as may be required by the Guarantee Security Documents and the making of certificate of title notations in respect of Rolling Stock Collateral. (b) [Reserved]. (c) With respect to (x) any new Restricted Subsidiary that would constitute a Subsidiary Guarantor within the meaning of that term created or acquired after the Closing Date (other than an Excluded Subsidiary), (y) any Intermediate Parent created after the Closing Date or (z) any previous Excluded Subsidiary that ceases to constitute an Excluded Subsidiary pursuant to the definition of such term (including any Immaterial Subsidiary that ceases to constitute an Immaterial Subsidiary or that has been designated by the Lead Borrower to no longer constitute an Immaterial Subsidiary in order to comply with the proviso to the definition thereof) (each such Person, a “Subsequent Required Guarantor”), in each case no later than the later of (x) 45 days following the date on which such Person constitutes a Subsequent Required Guarantor and (y) the next date of delivery of financial statements pursuant to Section 5.1(a) or Section 5.1(b) covering a period that includes the date such Person becomes a Subsequent Required Guarantor (subject, in each case, to any specific time frame established in the relevant Loan Documents or such later date as may be agreed by the Administrative Agent), (i) execute and deliver to the Administrative Agent such amendments to the Security Documents (including schedules thereto) as the Administrative Agent reasonably deems necessary to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected second priority security interest (subject to Permitted Liens) in the Capital Stock of such Subsequent Required Guarantor (other than to the extent constituting Excluded Assets), (ii) deliver to the Administrative Agent (x) the certificates, if any, representing such Capital Stock of such Subsequent Required Guarantor constituting certificated securities under the UCC or PPSA, as applicable, together with undated stock powers, in blank, to the extent necessary to perfect the Administrative Agent’s security interests therein, and (y) any note, instrument or debt security in favor of such Subsequent Required Guarantor, endorsed in blank or accompanied by an executed transfer form in blank, in each case executed and delivered by a duly authorized officer of such Subsequent Required Guarantor, in each case to the extent required by the Security Documents (and in each case to the extent delivery of such endorsements or transfer forms are customary under applicable Requirements of Law), (iii) cause such Subsequent Required Guarantor (A) to become a party to the applicable Security Documents and (B) to take such actions necessary to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest (subject to Permitted Liens) in the Collateral Agreement or any other described in the applicable Security DocumentDocuments with respect to such Subsequent Required Guarantor, including (the recording of instruments in the applicable IP Office, if applicable) required, and the filing of Uniform Commercial Code UCC financing statements or PPSA financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or taking any other action as reasonably requested by the Lender. (b) With respect to any fee interest in any real property acquired after the Closing Date by any Loan Party with an individual fair market value in excess of $250,000, promptly (and in any event within sixty (60) days of such acquisition or such longer period as approved by the Lender in its reasonable discretion): (i) execute and deliver a first priority Mortgage in the maximum principal amount of the purchase price of such real property in jurisdictions that impose mortgage recording taxes (or such other amount as shall be reasonably specified by the Lender in jurisdictions that do not impose mortgage recording taxes), in favor of the Lender covering such real property, (ii) if requested by the Lender, provide the Lender with (1) title and extended coverage insurance (with such customary endorsements, coinsurance and reinsurance as the Lender may reasonably request) covering such real property, paid for by the Borrower and issued by a nationally recognized title insurance company, in an amount equal to the purchase price of such real property, (2) a current ALTA/NSPS survey thereof, paid for by the Borrower and in each case, including all improvements, easements and other customary matters thereon reasonably required by the Lender, together with a surveyor’s certificate and complying in all material respects with the minimum detail requirements of the American Land Title Association and National Society of Professional Surveyors as such requirements are in effect on the date of preparation of such survey, or an existing survey, in each case, sufficient for such title insurance company to remove all standard survey exceptions from the title insurance policy relating to such real property and issue the customary survey related endorsements or otherwise reasonably acceptable to the Lender, (3) flood insurance determination certificates, and if applicable, evidence that the applicable Loan Party has obtained flood insurance covering such property in an amount required for the Lender to be in compliance with the National Flood Insurance Act of 1968 and (4) such other documents as the Lender may reasonably request that are in the Borrower’s possession with respect to any such real property, and (iii) if requested by the Lender, deliver to the Lender legal opinions relating to such Mortgage, which opinions shall be in form and substance reasonably satisfactory to the Lender. (c) With respect to any new direct or indirect Subsidiary that is created or acquired after the Closing Date by any Loan Party, promptly (and in any event within thirty (30) days or such longer period as approved by the Lender in its sole discretion): (i) execute and deliver to the Lender such supplements, joinders or amendments to the applicable Security Documents as the Lender deems reasonably necessary or advisable to grant to the Lender a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned directly or indirectly by such Loan Party, (ii) deliver to the Lender such documents and instruments as may be required to grant, perfect, protect and ensure the priority of such security interest, including but not limited to, the certificates, if any, representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, any Control Agreement with respect to each Deposit Account or Securities Account (other than, in each case, Excluded Accounts), and any Security Document (or any amendment, supplement or modification thereof) with respect to Intellectual Property (other than Excluded Assets), (iii) cause such new Subsidiary or any Subsidiary formed for the purpose of acquiring any such Subsidiary (A) to become a party to the Guarantee and Collateral Agreement and other applicable Security Documents, (B) to take such actions as are reasonably necessary or advisable in the opinion of the Lender to grant to the Lender a perfected first priority security interest (subject to Liens permitted hereunder) in the Collateral described in the Guarantee and Collateral Agreement or such other Security Documents, with respect to such Subsidiary, including the filing of UCC financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or as may be reasonably requested by the Lender and (C) to deliver to the Lender a customary certificate of such Subsidiary, in a form reasonably satisfactory to the Lender, with appropriate insertions and attachments, and (iv) if reasonably requested by the LenderAdministrative Agent, deliver to the Lender Administrative Agent customary legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to above of the Lender. type delivered on the Closing Date (d) Notwithstanding the foregoingforegoing provisions of this Section 5.9 or any other provision hereof or of any other Loan Document, (i) no Loan Party shall be required to grant a security interest in any Excluded Assets, (ii) except as set forth in clause (iii) below, no Loan Party shall be required to perfect any pledges, security interests and mortgages in the Collateral by any means other than (A) (1) filings pursuant to the Uniform Commercial Code (or PPSA) in the office of the Secretary of State (or similar central filing office) of the relevant State, Province or Territory (or such multiple combination thereof as may be required to achieve perfection) or elsewhere as required by the Uniform Commercial Code or the PPSA, (2) filings in the applicable IP Offices with respect to Intellectual Property as expressly required in the Security Documents and (3) certificate of title notations and filings with respect to Rolling Stock Collateral and (B) similar filings in which a Lien was previously granted or other Qualified Jurisdictions to the extent required under the Loan Documents and (C) subject to the ABL Intercreditor Agreement and any other intercreditor arrangements entered into pursuant to this Agreement, delivery to the Administrative Agent of all certificates evidencing Capital Stock required to be granted by the Loan Parties, or the guarantees provided by the Loan Parties, delivered in each case, on the Closing Date or pursuant order to Section 5.2, the Loan Parties shall not be required to deliver any Collateral or perfect the LenderAdministrative Agent’s security interest with respect to any Collateral therein, and intercompany notes and other instruments (except to including the extent perfection can be accomplished by filing UCC financing statementsSubordinated Intercompany Notes) or provide any guarantee of the Obligations, in each case, if the cost of delivering or perfecting the lien in such Collateral or of providing such guarantee exceeds the benefit to the Lender (which shall take into account any adverse tax consequences suffered or expected to be suffered by the Borrower or any Loan Party as a result thereof)held Table of Contents in its possession, in each case, as reasonably determined expressly required in the Security Documents, (iii) subject to Section 2.21(c), no Loan Party shall be required to enter into any control agreement with respect to any deposit account, securities account or commodity account, (iv) no Loan Party shall be required to take any action with respect to any assets located outside of the United States or Canada (other than actions listed in clause (ii)(A) or (C) above), (v) no Loan Party shall be required to take any actions in any jurisdiction other than the United States or Canada (or any political subdivision thereof) in connection with pledging Collateral or enter into any collateral documents governed by the Lender, and laws of any country (iior any political subdivision thereof) other than the United States or Canada (or any political subdivision thereof), (vi) no Collateral Foreign Subsidiary described in which a Lien was previously granted clause (a), (b) or required to be granted by (d) of the Loan Parties, or the guarantees provided by the Loan Parties, in each case, on the Closing Date or pursuant to Section 5.2, no such Liens or guarantees definition of Collateral Foreign Subsidiary shall be required to guarantee, or make any payments in respect of any US Borrower Obligations, (vii) no Collateral Foreign Subsidiary described in clause (a), (b) or (d) of the definition of Collateral Foreign Subsidiary shall be provided by any Subsidiary required to grant a security interest in any case in which Property with respect to any US Borrower Obligations and (or, if applicable, viii) no Subsidiary shall be required to pledge more than 65% of the voting Capital Stock of a Collateral Foreign Subsidiary with respect to any US Borrower Obligation and (ix) no Loan Party shall be required to prepare or deliver any environmental surveys or reports with respect to the extent that) the provision real property of such Lien or guarantee would violate applicable law, in each case, as reasonably determined by the Lenderany Group Member.

Additional Collateral, etc. (a) With respect to any Collateral acquired after the Closing Date or with respect to any property or asset which becomes Collateral pursuant to the definition thereof after the Closing Date or, in the case of inventory or equipment, any material Collateral moved after the Closing Date by the Company or any other Loan Party (other than any Collateral described in paragraphs (b), (c) or (d) of this Section) as to which the Lender Collateral Trustee, for the benefit of the Secured Parties, does not have a perfected Lien that is required by security interest, promptly (and, in any event, within 20 days following the Guarantee and Collateral Agreement (excluding, for the avoidance date of doubt, real property), the Borrower will, and will cause each other Loan Party to, promptly: such acquisition or designation) (i) execute and deliver to the Lender Administrative Agent, the Collateral Agent and the Collateral Trustee such amendments to the Guarantee and Collateral Agreement or such other documents Security Documents as the Lender Collateral Agent or the Collateral Trustee, as the case may be, deems reasonably necessary or advisable to evidence that such Loan Party is a Guarantor and to grant to the Lender Collateral Trustee, for the benefit of the Secured Parties, a security interest in such Collateral and (ii) take all actions necessary or advisable in to grant, to the reasonable opinion Collateral Trustee, for the benefit of the Lender to grant to the Lender a perfected first priority (except as expressly permitted by Section 7.2) security interest and Lien in such Collateral as required by the Guarantee and Collateral Agreement or any other Security DocumentSecured Parties, including (if applicable) the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or taking any other action as reasonably requested by the Lender. (b) With respect to any fee interest in any real property acquired after the Closing Date by any Loan Party with an individual fair market value in excess of $250,000, promptly (and in any event within sixty (60) days of such acquisition or such longer period as approved by the Lender in its reasonable discretion): (i) execute and deliver a first priority Mortgage in the maximum principal amount of the purchase price of such real property in jurisdictions that impose mortgage recording taxes (or such other amount as shall be reasonably specified by the Lender in jurisdictions that do not impose mortgage recording taxes), in favor of the Lender covering such real property, (ii) if requested by the Lender, provide the Lender with (1) title and extended coverage insurance (with such customary endorsements, coinsurance and reinsurance as the Lender may reasonably request) covering such real property, paid for by the Borrower and issued by a nationally recognized title insurance company, in an amount equal to the purchase price of such real property, (2) a current ALTA/NSPS survey thereof, paid for by the Borrower and in each case, including all improvements, easements and other customary matters thereon reasonably required by the Lender, together with a surveyor’s certificate and complying in all material respects with the minimum detail requirements of the American Land Title Association and National Society of Professional Surveyors as such requirements are in effect on the date of preparation of such survey, or an existing survey, in each case, sufficient for such title insurance company to remove all standard survey exceptions from the title insurance policy relating to such real property and issue the customary survey related endorsements or otherwise reasonably acceptable to the Lender, (3) flood insurance determination certificates, and if applicable, evidence that the applicable Loan Party has obtained flood insurance covering such property in an amount required for the Lender to be in compliance with the National Flood Insurance Act of 1968 and (4) such other documents as the Lender may reasonably request that are in the Borrower’s possession with respect to any such real property, and (iii) if requested by the Lender, deliver to the Lender legal opinions relating to such Mortgage, which opinions shall be in form and substance reasonably satisfactory to the Lender. (c) With respect to any new direct or indirect Subsidiary that is created or acquired after the Closing Date by any Loan Party, promptly (and in any event within thirty (30) days or such longer period as approved by the Lender in its sole discretion): (i) execute and deliver to the Lender such supplements, joinders or amendments to the applicable Security Documents as the Lender deems reasonably necessary or advisable to grant to the Lender a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned directly or indirectly by such Loan Party, (ii) deliver to the Lender such documents and instruments as may be required to grant, perfect, protect and ensure the priority of such security interest, including but not limited to, the certificates, if any, representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, any Control Agreement with respect to each Deposit Account or Securities Account (other than, in each case, Excluded Accounts), and any Security Document (or any amendment, supplement or modification thereof) with respect to Intellectual Property Collateral (other than any Excluded Perfection Assets), (iii) cause such new Subsidiary or any Subsidiary formed for the purpose of acquiring any such Subsidiary (A) to become a party to the Guarantee and Collateral Agreement and other applicable Security Documents, (B) to take such actions as are reasonably necessary or advisable in the opinion of the Lender to grant to the Lender a perfected first priority security interest (subject to Liens permitted hereunder) in the Collateral described in the Guarantee and Collateral Agreement or such other Security Documents, with respect to such Subsidiary, including the filing of UCC financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Lender Administrative Agent, the Collateral Agent or the Collateral Trustee. (b) With respect to any fee interest in any Collateral consisting of real property or any lease of Collateral consisting of real property acquired or leased after the Closing Date by the Company or any other Loan Party or which becomes Collateral pursuant to the definition thereof, promptly (and, in any event, within 60 days following the date of such acquisition) (i) execute and deliver a first priority Mortgage in favor of the Collateral Trustee, for the benefit of the Secured Parties, covering such real property and complying with the provisions herein and in the Security Documents, (ii) provide the Secured Parties with (A) title and extended coverage insurance covering such real property in an amount at least equal to the purchase price of such real property (or such other amount as shall be reasonably specified by the Administrative Agent, the Collateral Agent or the Collateral Trustee, which may be the value of the generation assets, if applicable, situated thereon), together with such endorsements as are reasonably required by the Administrative Agent, the Collateral Agent or the Collateral Trustee and are obtainable in the State in which such Mortgaged Property is located, as well as a current ALTA survey thereof complying with the requirements set forth in Schedule 5.09(b) and all of the other provisions herein and in the Security Documents, together with a surveyor's certificate and (CB) to deliver to any consents or estoppels reasonably deemed necessary or advisable by the Lender a customary certificate Administrative Agent, the Collateral Agent or the Collateral Trustee in connection with such Mortgage, each of such Subsidiary, the foregoing in a form and substance reasonably satisfactory to the LenderAdministrative Agent, with appropriate insertions the Collateral Agent and attachmentsthe Collateral Trustee, and (iviii) if requested by the Lender, deliver to the Lender Administrative Agent, the Collateral Agent and the Collateral Trustee legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Lender. Notwithstanding Administrative Agent, the foregoingCollateral Agent and the Collateral Trustee and (iv) deliver to the Administrative Agent a notice identifying the consultant's reports, environmental site assessments or other documents relied upon by the Company or any other Loan Party to determine that any such real property included in such Collateral does not contain Hazardous Materials of a form or type or in a quantity or location that could reasonably be expected to result in a material Environmental Liability. (c) With respect to any new Subsidiary (other than an Excluded Foreign Subsidiary or an Excluded Project Subsidiary, except for an Excluded Project Subsidiary the pledge of whose Equity Interests pursuant to the Security Documents would not cause a default under the applicable Non-Recourse Indebtedness in respect of which it is an obligor) created or acquired after the Closing Date (which, for the purposes of this paragraph, shall include any existing Subsidiary that ceases to be an Excluded Foreign Subsidiary or an Excluded Project Subsidiary and any Equity Interests in an Excluded Project Subsidiary the pledge of which would no longer cause a default under the applicable Non-Recourse Debt in respect of which it is an obligor) by the Company or any of the Subsidiaries, promptly (and, in any event, within 10 days following such creation or the date of such acquisition), (i) other than execute and deliver to the Administrative Agent, the Collateral Agent and the Collateral Trustee such amendments to the Guarantee and Collateral Agreement as the Administrative Agent, the Collateral Agent or the Collateral Trustee deems necessary or advisable to grant to the Collateral Trustee, for the benefit of the Secured Parties, a valid, perfected first priority security interest in which a Lien was previously granted or required to be granted the Equity Interests in such new Subsidiary that are owned by the Loan Company or any of the Subsidiaries, (ii) deliver to the Collateral Trustee the certificates, if any, representing such Equity Interests, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Company or such Subsidiary, as the case may be, (iii) cause such new Subsidiary that is not an Excluded Subsidiary (A) to become a party to the Guarantee and Collateral Agreement (and provide Guarantees of the Secured Obligations hereunder), the Collateral Trust Agreement and the Intellectual Property Security Agreements and (B) to take such actions necessary or advisable to grant to the Collateral Trustee, for the benefit of the Secured Parties, a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement and the Intellectual Property Security Agreement with respect to such new Subsidiary that is not an Excluded Subsidiary, including the recording of instruments in the United States Patent and Trademark Office and the United States Copyright Office, the execution and delivery by all necessary Persons of Control Agreements and the filing of UCC financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement, the Intellectual Property Security Agreement or by law or as may be requested by the Administrative Agent, the Collateral Agent or the guarantees provided by Collateral Trustee and (iv) deliver to the Loan PartiesAdministrative Agent, the Collateral Agent and the Collateral Trustee, if requested, legal opinions relating to the matters described above, which opinions shall be in each caseform and substance, on and from counsel, reasonably satisfactory to the Administrative Agent, the Collateral Agent and the Collateral Trustee. (d) With respect to any new Excluded Foreign Subsidiary created or acquired after the Closing Date by the Company or pursuant any of its Subsidiaries, promptly (and, in any event, within 10 days following such creation or the date of such acquisition) (i) execute and deliver to Section 5.2the Administrative Agent, the Loan Parties shall not be required Collateral Agent and the Collateral Trustee such amendments to deliver any the Guarantee and Collateral Agreement as the Administrative Agent, the Collateral Agent or perfect the Lender’s Collateral Trustee deems necessary or advisable in order to grant to the Collateral Trustee, for the benefit of the Secured Parties, a perfected first priority security interest with respect to in the Equity Interests in such new Excluded Foreign Subsidiary that is owned by the Company or any Collateral of its Domestic Subsidiaries (except to the extent perfection can be accomplished by filing UCC financing statements) or provide any guarantee provided that in no event shall more than 66% of the Obligations, total outstanding voting Equity Interests in each case, if the cost of delivering or perfecting the lien in any such Collateral or of providing such guarantee exceeds the benefit to the Lender (which shall take into account any adverse tax consequences suffered or expected to be suffered by the Borrower or any Loan Party as a result thereof), in each case, as reasonably determined by the Lender, and (ii) other than the Collateral in which a Lien was previously granted or required to be granted by the Loan Parties, or the guarantees provided by the Loan Parties, in each case, on the Closing Date or pursuant to Section 5.2, no such Liens or guarantees shall new Excluded Foreign Subsidiary be required to be provided so pledged), (ii) deliver to the Collateral Trustee the certificates representing such Equity Interests, together with undated stock powers, in blank, executed and delivered by any Subsidiary in any a duly authorized officer of the Company or such Domestic Subsidiary, as the case in which (may be, and take such other action as may be necessary or, if applicablein the opinion of the Administrative Agent, the Collateral Agent or the Collateral Trustee, desirable to perfect the security interest of the Collateral Trustee thereon and (iii) deliver to the extent that) Administrative Agent, the provision of such Lien or guarantee would violate applicable lawCollateral Agent and the Collateral Trustee, if requested, legal opinions relating to the matters described above, which opinions shall be in each caseform and substance, as and from counsel, reasonably determined by satisfactory to the LenderAdministrative Agent, the Collateral Agent and the Collateral Trustee.

Additional Collateral, etc. (a) With respect to any Collateral acquired after the Closing Date or with respect to any property or asset which becomes Collateral pursuant to the definition thereof after the Closing Date or, in the case of inventory or equipment that is part of the Collateral, any material Collateral moved after the Closing Date by the Borrower or any other Loan Party (other than any Collateral described in paragraphs (b), (c) or (d) of this Section) as to which the Lender applicable Collateral Trustee, for the benefit of the Secured Parties, does not have a perfected Lien that is required by security interest, promptly (and, in any event, within 20 Business Days following the Guarantee and Collateral Agreement (excluding, for the avoidance date of doubt, real property), the Borrower will, and will cause each other Loan Party to, promptly: such acquisition or designation) (i) execute and deliver to the Lender Administrative Agent, the Collateral Agent and the applicable Collateral Trustee such amendments to the Guarantee and Collateral Agreement, the Texas Genco Security Agreement or such other documents Security Documents as the Lender Collateral Agent or the applicable Collateral Trustee, as the case may be, deems reasonably necessary or reasonably advisable to evidence that such Loan Party is a Guarantor and to grant to such Collateral Trustee, for the Lender benefit of the Secured Parties, a security interest in such Collateral and (ii) take all actions necessary or advisable in reasonably requested by the reasonable opinion of the Lender Administrative Agent to grant to the Lender applicable Collateral Trustee, for the benefit of the Secured Parties, a perfected first priority (except as expressly permitted by Section 7.2) security interest and Lien in such Collateral as required by the Guarantee and Collateral Agreement or any other Security Document, including (if applicable) the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or taking any other action as reasonably requested by the Lender. (b) With respect to any fee interest in any real property acquired after the Closing Date by any Loan Party with an individual fair market value in excess of $250,000, promptly (and in any event within sixty (60) days of such acquisition or such longer period as approved by the Lender in its reasonable discretion): (i) execute and deliver a first priority Mortgage in the maximum principal amount of the purchase price of such real property in jurisdictions that impose mortgage recording taxes (or such other amount as shall be reasonably specified by the Lender in jurisdictions that do not impose mortgage recording taxes), in favor of the Lender covering such real property, (ii) if requested by the Lender, provide the Lender with (1) title and extended coverage insurance (with such customary endorsements, coinsurance and reinsurance as the Lender may reasonably request) covering such real property, paid for by the Borrower and issued by a nationally recognized title insurance company, in an amount equal subject to the purchase price of such real property, (2limitations set forth in Section 3.19) a current ALTA/NSPS survey thereof, paid for by the Borrower and in each case, including all improvements, easements and other customary matters thereon reasonably required by the Lender, together with a surveyor’s certificate and complying in all material respects with the minimum detail requirements of the American Land Title Association and National Society of Professional Surveyors as such requirements are in effect on the date of preparation of such survey, or an existing survey, in each case, sufficient for such title insurance company to remove all standard survey exceptions from the title insurance policy relating to such real property and issue the customary survey related endorsements or otherwise reasonably acceptable to the Lender, (3) flood insurance determination certificates, and if applicable, evidence that the applicable Loan Party has obtained flood insurance covering such property in an amount required for the Lender to be in compliance with the National Flood Insurance Act of 1968 and (4) such other documents as the Lender may reasonably request that are in the Borrower’s possession with respect to any such real property, and (iii) if requested by the Lender, deliver to the Lender legal opinions relating to such Mortgage, which opinions shall be in form and substance reasonably satisfactory to the Lender. (c) With respect to any new direct or indirect Subsidiary that is created or acquired after the Closing Date by any Loan Party, promptly (and in any event within thirty (30) days or such longer period as approved by the Lender in its sole discretion): (i) execute and deliver to the Lender such supplements, joinders or amendments to the applicable Security Documents as the Lender deems reasonably necessary or advisable to grant to the Lender a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned directly or indirectly by such Loan PartyCollateral (other than any Excluded Perfection Assets and, (ii) deliver to the Lender such documents and instruments as may be required to grant, perfect, protect and ensure the priority of such security interest, including but not limited to, the certificates, if any, representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, any Control Agreement except with respect to each Deposit Account or Securities Account (other thanPledged Securities, in each case, Excluded Accounts)subject to Permitted Liens, and any Security Document in respect of Pledged Securities, the Permitted Liens set forth in clause (or any amendment, supplement or modification thereofh) with respect to Intellectual Property (other than Excluded Assets), (iii) cause such new Subsidiary or any Subsidiary formed for the purpose of acquiring any such Subsidiary (A) to become a party to the Guarantee and Collateral Agreement and other applicable Security Documents, (B) to take such actions as are reasonably necessary or advisable in the opinion of the Lender to grant to the Lender a perfected first priority security interest (subject to Liens permitted hereunder) in the Collateral described in the Guarantee and Collateral Agreement or such other Security Documents, with respect to such Subsidiarydefinition thereof), including the filing of UCC financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement, the Texas Genco Security Agreement or by law or as may be reasonably requested by the Lender Administrative Agent, the Collateral Agent or the applicable Collateral Trustee. For the avoidance of doubt, any Collateral acquired by Texas Genco or its Subsidiaries shall be governed by the Texas Genco Security Agreement and the Texas Genco Collateral Trust Agreement unless and until the Texas Genco Collateral Trust Agreement is terminated in compliance with Article 10 of the NRG Collateral Trust Agreement. (b) With respect to any fee interest in any Collateral consisting of real property or any lease of Collateral consisting of real property acquired or leased after the Closing Date by the Borrower or any other Loan Party or which becomes Collateral pursuant to the definition thereof (other than any Excluded Perfection Assets), promptly (and, in any event, within 60 days following the date of such acquisition) (i) execute and deliver a first priority Mortgage in favor of the applicable Collateral Trustee, for the benefit of the Secured Parties, covering such real property and complying with the provisions herein and in the Security Documents, (ii) provide the Secured Parties with (A) title and extended coverage insurance covering such real property in an amount at least equal to the purchase price of such real property (or such other amount as shall be reasonably specified by the Administrative Agent, the Collateral Agent or the applicable Collateral Trustee, which may be the value of the generation assets, if applicable, situated thereon), together with such endorsements as are reasonably required by the Administrative Agent, the Collateral Agent or the applicable Collateral Trustee and are obtainable in the State in which such Mortgaged Property is located, as well as a current ALTA survey thereof complying with the requirements set forth in Schedule 5.09(b) and all of the other provisions herein and in the Security Documents, together with a surveyor’s certificate and (CB) to deliver to any consents or estoppels reasonably deemed necessary or advisable by the Lender a customary certificate Administrative Agent, the Collateral Agent or the applicable Collateral Trustee in connection with such Mortgage, each of such Subsidiary, the foregoing in a form and substance reasonably satisfactory to the LenderAdministrative Agent, with appropriate insertions the Collateral Agent and attachmentsthe applicable Collateral Trustee, and (iviii) if reasonably requested by the LenderAdministrative Agent, deliver to the Lender Administrative Agent, the Collateral Agent and the applicable Collateral Trustee legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Lender. Notwithstanding the foregoingAdministrative Agent, (i) other than the Collateral in which a Lien was previously granted or required to be granted by Agent and the Loan Parties, or the guarantees provided by the Loan Parties, in each case, on the Closing Date or pursuant to Section 5.2, the Loan Parties shall not be required to applicable Collateral Trustee and (iv) deliver any Collateral or perfect the Lender’s security interest with respect to any Collateral (except to the extent perfection can be accomplished by filing UCC financing statements) Administrative Agent a notice identifying the consultant’s reports, environmental site assessments or provide any guarantee of the Obligations, in each case, if the cost of delivering or perfecting the lien in such Collateral or of providing such guarantee exceeds the benefit to the Lender (which shall take into account any adverse tax consequences suffered or expected to be suffered other documents relied upon by the Borrower or any other Loan Party as to determine that any such real property included in such Collateral does not contain Hazardous Materials of a form or type or in a quantity or location that could, or to determine that the operations on any such real property included in such Collateral is in compliance with Environmental Law except to the extent any non-compliance could not, reasonably be expected to result thereofin a material Environmental Liability. (c) With respect to any new Subsidiary (other than an Unrestricted Subsidiary or an Excluded Subsidiary, except for an Excluded Project Subsidiary the pledge of whose Equity Interests pursuant to the Security Documents would not cause a default under the applicable Non-Recourse Indebtedness in respect of which it is an obligor) created or acquired after the Closing Date (which, for the purposes of this paragraph, shall include any existing Subsidiary that ceases to be an Unrestricted Subsidiary, an Excluded Foreign Subsidiary or an Excluded Project Subsidiary and any Equity Interests in an Excluded Project Subsidiary the pledge of which would no longer cause a default under the applicable Non-Recourse Indebtedness in respect of which it is an obligor) by the Borrower or any of the Subsidiaries, promptly (and, in any event, within 20 days following such creation or the date of such acquisition), (i) execute and deliver to the Administrative Agent, the Collateral Agent and the applicable Collateral Trustee such amendments to the Guarantee and Collateral Agreement or the Texas Genco Security Agreement as the Administrative Agent, the Collateral Agent or the applicable Collateral Trustee deems necessary or reasonably advisable to grant to the applicable Collateral Trustee, for the benefit of the Secured Parties, a valid, perfected first priority security interest in each case, as reasonably determined the Equity Interests in such new Subsidiary that are owned by the LenderBorrower or any of the Subsidiaries, and (ii) deliver to the applicable Collateral Trustee the certificates, if any, representing such Equity Interests, together with undated instruments of transfer or stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Subsidiary, as the case may be, (iii) cause such new Subsidiary that is not an Excluded Subsidiary or an Unrestricted Subsidiary (A) to become a party to the Guarantee and Collateral Agreement to, among other things, provide Guarantees of the Guaranteed Obligations hereunder, the applicable Collateral Trust Agreement and the Intellectual Property Security Agreements and (B) to take such actions necessary or reasonably requested by the Administrative Agent to grant to the applicable Collateral Trustee, for the benefit of the Secured Parties, a perfected (subject to the limitations set forth in Section 3.19) first priority security interest (except with respect to Pledged Securities, subject to Permitted Liens, and in respect of Pledged Securities, the Permitted Liens in clause (h) of the definition thereof) in the Collateral described in the Guarantee and Collateral Agreement, the Texas Genco Security Agreement and the Intellectual Property Security Agreement with respect to such new Subsidiary that is not an Excluded Subsidiary, including the recording of instruments in the United States Patent and Trademark Office and the United States Copyright Office, the execution and delivery by all necessary Persons of Control Agreements and the filing of UCC financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement, the Texas Genco Security Agreement, the Intellectual Property Security Agreement or by law or as may be reasonably requested by the Administrative Agent, the Collateral Agent or the applicable Collateral Trustee and (iv) deliver to the Administrative Agent, the Collateral Agent and the applicable Collateral Trustee, if reasonably requested, legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent, the Collateral Agent and the applicable Collateral Trustee. (d) With respect to any new Excluded Foreign Subsidiary (other than the Collateral in which a Lien was previously granted an Unrestricted Subsidiary) created or required to be granted by the Loan Parties, or the guarantees provided by the Loan Parties, in each case, on acquired after the Closing Date by the Borrower or pursuant any of its Subsidiaries, promptly (and, in any event, within 25 days following such creation or the date of such acquisition) (i) execute and deliver to Section 5.2the Administrative Agent, the Collateral Agent and the applicable Collateral Trustee such amendments to the Guarantee and Collateral Agreement or the Texas Genco Security Agreement as the Administrative Agent, the Collateral Agent or the applicable Collateral Trustee deems necessary or advisable in order to grant to the Collateral Trustee, for the benefit of the Secured Parties, a perfected first priority security interest in the Equity Interests in such new Excluded Foreign Subsidiary that is directly owned by the Borrower or any of its Domestic Subsidiaries (provided that in no event shall more than 66% of the total outstanding voting first-tier Equity Interests in any such Liens or guarantees shall new Excluded Foreign Subsidiary be required to be provided so pledged), (ii) deliver to the applicable Collateral Trustee the certificates representing such Equity Interests, together with undated instruments of transfer or stock powers, in blank, executed and delivered by any Subsidiary in any a duly authorized officer of the Borrower or such Domestic Subsidiary, as the case in which (may be, and take such other action as may be necessary or, if applicablein the reasonable opinion of the Administrative Agent, the Collateral Agent or the applicable Collateral Trustee, desirable to perfect the security interest of such Collateral Trustee thereon and (iii) deliver to the extent thatAdministrative Agent, the Collateral Agent and such Collateral Trustee, if reasonably requested, legal opinions (which may be delivered by in-house counsel if admitted in the relevant jurisdiction) relating to the provision of matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent, the Collateral Agent and such Lien or guarantee would violate applicable law, in each case, as reasonably determined by the LenderCollateral Trustee.

Additional Collateral, etc. (a) With respect to any personal property or Intellectual Property (other than assets expressly excluded from the Collateral pursuant to the Security Documents) located in the United States acquired or created after the Closing Date by any Loan Party (other than (x) any property subject to a Lien expressly permitted by Section 6.3(g) and (y) Instruments, Certificated Securities, Securities and Chattel Paper, which are referred to in the last sentence of this paragraph (a)) as to which the Lender Collateral Agent for the benefit of the Secured Parties does not have a perfected Lien that is required by the Guarantee and Collateral Agreement (excluding, for the avoidance of doubt, real property), the Borrower will, and will cause each other Loan Party toLien, promptly: , but in any case within 30 days, (i) give written notice of such property to the Collateral Agent and execute and deliver to the Lender Collateral Agent such amendments to the Guarantee and Collateral Security Agreement or such other Security Document or other documents as the Lender deems Collateral Agent (acting solely at the written direction of the Administrative Agent, acting solely at the written direction of the Required Lenders) reasonably necessary or advisable to evidence that such Loan Party is a Guarantor and requests to grant to the Lender Collateral Agent for the benefit of the Secured Parties a first priority (subject to Permitted Liens) security interest in such Collateral Property and (ii) take all actions necessary or advisable in reasonably requested by the reasonable opinion Collateral Agent (acting solely at the written direction of the Lender Administrative Agent, acting solely at the written direction of the Required Lenders) to grant to the Lender Collateral Agent for the benefit of the Secured Parties a perfected first priority (except as expressly permitted by Section 7.2subject to Permitted Liens) perfected security interest and Lien in such Collateral as (to the extent required by the Guarantee and Collateral Agreement or any other Security Document, including (if applicableDocuments) the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or taking any other action as reasonably requested by the Lender. property (b) With with respect to any fee interest in any real property acquired after of a type owned by a Loan Party as of the Closing Date by any Loan Party with an individual fair market value in excess of $250,000, promptly (and in any event within sixty (60) days of such acquisition or such longer period as approved by to the Lender in its reasonable discretion): (i) execute and deliver a first priority Mortgage in extent the maximum principal amount Collateral Agent for the benefit of the purchase price of such real property in jurisdictions that impose mortgage recording taxes (or such other amount as shall be reasonably specified by the Lender in jurisdictions that do not impose mortgage recording taxes)Secured Parties, in favor of the Lender covering such real property, (ii) if requested by the Lender, provide the Lender with (1) title and extended coverage insurance (with such customary endorsements, coinsurance and reinsurance as the Lender may reasonably request) covering such real property, paid for by the Borrower and issued by a nationally recognized title insurance company, in an amount equal to the purchase price of such real property, (2) a current ALTA/NSPS survey thereof, paid for by the Borrower and in each case, including all improvements, easements and other customary matters thereon reasonably required by the Lender, together with a surveyor’s certificate and complying in all material respects with the minimum detail requirements of the American Land Title Association and National Society of Professional Surveyors as such requirements are in effect on the date of preparation of such survey, or an existing survey, in each case, sufficient for such title insurance company to remove all standard survey exceptions from the title insurance policy relating to such real property and issue the customary survey related endorsements or otherwise reasonably acceptable to the Lender, (3) flood insurance determination certificates, and if applicable, evidence that the applicable Loan Party has obtained flood insurance covering such property in an amount required for the Lender to be in compliance with the National Flood Insurance Act of 1968 and (4) such other documents as the Lender may reasonably request that are in the Borrower’s possession with respect to any such real property, and (iii) if requested by the Lender, deliver to the Lender legal opinions relating to such Mortgage, which opinions shall be in form and substance reasonably satisfactory to the Lender. (c) With respect to any new direct or indirect Subsidiary that is created or acquired after the Closing Date by any Loan Party, promptly (and in any event within thirty (30) days or such longer period as approved by the Lender in its sole discretion): (i) execute and deliver to the Lender such supplements, joinders or amendments to the applicable Security Documents as the Lender deems reasonably necessary or advisable to grant to the Lender a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned directly or indirectly by such Loan Party, (ii) deliver to the Lender such documents and instruments property as may be required to grant, perfect, protect and ensure the priority of such security interest, including but not limited to, the certificates, if any, representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, any Control Agreement with respect to each Deposit Account or Securities Account (other than, in each case, Excluded AccountsClosing Date), and any Security Document (or any amendmentincluding, supplement or modification thereof) with respect to Intellectual Property (other than Excluded Assets)without limitation, (iii) cause such new Subsidiary or any Subsidiary formed for the purpose of acquiring any such Subsidiary (A) to become a party to the Guarantee and Collateral Agreement and other applicable Security Documents, (B) to take such actions as are reasonably necessary or advisable in the opinion of the Lender to grant to the Lender a perfected first priority security interest (subject to Liens permitted hereunder) in the Collateral described in the Guarantee and Collateral Agreement or such other Security Documents, with respect to such Subsidiary, including the filing of UCC financing statements in such jurisdictions as may be required by the Guarantee and Collateral Security Agreement or by law or as may be reasonably requested by the Lender and Collateral Agent (C) to deliver acting solely at the written direction of the Administrative Agent, acting solely at the written direction of the Required Lenders). Any Instrument, Certificated Security (other than in respect of the Capital Stock of any Subsidiary), Security or Chattel Paper in excess of $1,000,000 shall be promptly delivered to the Lender a customary certificate of such Subsidiary, in a form reasonably satisfactory Collateral Agent indorsed to the Lender, with appropriate insertions and attachments, and (iv) if requested by the Lender, deliver Collateral Agent to be held as Collateral pursuant to the Lender legal opinions relating relevant Security Document. (b) Notwithstanding anything to the matters described abovecontrary in any Loan Document, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Lender. Notwithstanding the foregoing, (i) other than the Collateral in which a Lien was previously granted or required to be granted by the Loan Parties, or the guarantees provided by the Loan Parties, in each case, on the Closing Date or pursuant to this Section 5.2, the Loan Parties shall not be required to deliver any Collateral or perfect the Lender’s security interest apply with respect to any Collateral (except collateral to the extent perfection can be accomplished by filing UCC financing statements) or provide any guarantee of the Obligations, Required Lenders have determined in each case, if writing that the cost of delivering or perfecting the lien in such Collateral or of providing such guarantee exceeds the benefit to the Lender (which shall take into account any adverse tax consequences suffered or expected to be suffered by the Borrower or any Loan Party as a result thereof), in each case, as reasonably determined by the Lender, and (ii) other than the Collateral in which a Lien was previously granted or required to be granted by the Loan Parties, or the guarantees provided by the Loan Parties, in each case, on the Closing Date or pursuant to Section 5.2, no such Liens or guarantees shall be required to be provided by any Subsidiary in any case in which (or, if applicable, to the extent that) the provision value of such collateral to which this Section would otherwise apply is insufficient to justify the difficulty, time and/or expense of obtaining a perfected Lien or guarantee would violate applicable law, in each case, as reasonably determined by the Lendertherefrom.

Additional Collateral, etc. (a) With respect to any Collateral property acquired on or after the Closing Funds Availability Date by any Loan Party (other than Excluded Assets, Excluded Perfection Assets and any property described in paragraph (b), (c) or (d) below) as to which the Lender Collateral Agent, for the benefit of the Senior Secured Parties, does not have a perfected Lien that is required by Lien, promptly (and, in any event within 20 Business Days following the Guarantee and Collateral Agreement (excluding, for the avoidance date of doubt, real property), the Borrower will, and will cause each other Loan Party to, promptly: such acquisition) (i) execute and deliver to the Lender Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Lender Collateral Agent deems reasonably necessary or reasonably advisable to evidence that such Loan Party is a Guarantor and to grant to the Lender Collateral Agent, for the benefit of the Senior Secured Parties, a security interest in such Collateral property and (ii) take all actions necessary or reasonably advisable in the reasonable opinion of the Lender to grant to the Lender Collateral Agent, for the benefit of the Senior Secured Parties, a perfected first priority security interest in such property (except as expressly subject, in the case of property not constituting Pledged Securities, to Permitted Liens afforded priority ahead of the Lien of the Collateral Agent by operation of law, and in the case of Pledged Securities, to Liens permitted by clause (e) of Section 7.2) security interest and Lien in such Collateral as required by the Guarantee and Collateral Agreement or any other Security Document6.02), including (if applicable) the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or taking any other action by law or as may be reasonably requested by the LenderCollateral Agent. (b) With respect to any fee interest in any real property or any lease consisting of real property acquired or leased on or after the Closing Funds Availability Date by any Loan Party with an individual fair market value in excess of $250,000, promptly (other than any Excluded Assets and in any event Excluded Perfection Assets) within sixty ninety (6090) days of such after the acquisition or such longer period as approved by the Lender in its reasonable discretion): leasing thereof (i) execute and deliver a first priority Mortgage (subject only to Liens permitted by clauses (c), (f), (g) and (m) of Section 6.02 and pari passu Liens permitted by clause (bb) of Section 6.02) or where appropriate under the circumstances, an amendment to an existing Mortgage, in each case in favor of the maximum principal Collateral Agent, for the benefit of the Senior Secured Parties, covering such real property, (ii) if requested by the Administrative Agent, provide the Senior Secured Parties with (x) either (1) (A) title insurance covering such real property in an amount of at least equal to the purchase price of such real property in jurisdictions that impose mortgage recording taxes (or such other amount as shall be reasonably specified by the Lender in jurisdictions that do not impose mortgage recording taxes), in favor of the Lender covering such real property, (iiAdministrative Agent) if requested by the Lender, provide the Lender with (1) title and extended coverage insurance (with such customary endorsements, coinsurance and reinsurance as the Lender may reasonably request) covering such real property, paid for by the Borrower and issued by a nationally recognized title insurance company, in an amount equal to the purchase price of such real property, (2) a current ALTA/NSPS survey thereof, paid for by the Borrower and in each case, including all improvements, easements and other customary matters thereon reasonably required by the Lender, together with a surveyor’s certificate and complying in all material respects with the minimum detail requirements of the American Land Title Association and National Society of Professional Surveyors as such requirements are in effect on the date of preparation of such survey, or an existing survey, in each case, sufficient for such title insurance company to remove all standard survey exceptions from the title insurance policy relating to such real property and issue the customary survey related endorsements or otherwise reasonably acceptable to the Lender, (3) flood insurance determination certificates, and if applicable, evidence that the applicable Loan Party has obtained flood insurance covering such property in an amount required for the Lender to be in compliance with the National Flood Insurance Act of 1968 and (4) such other documents as the Lender may reasonably request that are in the Borrower’s possession with respect to any such real property, and (iii) if requested by the Lender, deliver to the Lender legal opinions relating to such Mortgage, which opinions shall be in form and substance reasonably satisfactory to the Lender. Administrative Agent; and (cB) With a current ALTA survey thereof, complying with the requirements set forth in Schedule 5.10(b) together with a surveyor's certificate (only with respect to any new direct or indirect Subsidiary that is created or acquired after the Closing Date by any Loan Party, promptly (and in any event within thirty (30) days or such longer period as approved by the Lender in its sole discretion): (i) execute and deliver to the Lender such supplements, joinders or amendments to the applicable Security Documents as the Lender deems reasonably necessary or advisable to grant to the Lender a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned directly or indirectly by such Loan Partyany power plant, (ii) deliver to the Lender such documents and instruments as may be required to grant, perfect, protect and ensure the priority of such security interest, including but not limited to, the certificates, if any, representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, any Control Agreement with respect to each Deposit Account or Securities Account (other than, in each case, Excluded Accounts)improved real property, and any Security Document (or any amendment, supplement or modification thereof) with respect to Intellectual Property (other than Excluded Assets), (iii) any other real property for which an ALTA survey was obtained when such property was acquired. Notwithstanding the foregoing, such Loan Party shall obtain or cause such new Subsidiary or to be obtained an ALTA survey complying with the requirements set forth in Schedule 5.10(b) together with a surveyor's certificate for any Subsidiary formed for the purpose of acquiring any such Subsidiary (A) real property that becomes Collateral pursuant to become a party this section to the Guarantee extent that the title company will not remove the survey exception (or endorse over such exception) without an ALTA survey) or (2) where an amendment to an existing Mortgage has been delivered pursuant to clause (i) instead of a Mortgage, an endorsement to the existing title policy adding such property as an insured parcel, or a new title policy if the requirements in the state in which the real property is located do not allow for such an endorsement, and Collateral Agreement and other applicable Security Documents, (By) to take such actions as are any consents or estoppels reasonably deemed necessary or advisable by the Administrative Agent or the Collateral Agent in connection with such Mortgage or Mortgage amendment (to the opinion extent obtainable using commercially reasonable efforts), each of the Lender to grant to the Lender a perfected first priority security interest (subject to Liens permitted hereunder) foregoing in the Collateral described in the Guarantee form and Collateral Agreement or such other Security Documents, with respect to such Subsidiary, including the filing of UCC financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or as may be reasonably requested by the Lender and (C) to deliver to the Lender a customary certificate of such Subsidiary, in a form substance reasonably satisfactory to the LenderCollateral Agent, with appropriate insertions and attachments, and (iviii) if requested by the LenderAdministrative Agent, deliver to the Lender Administrative Agent and the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Lender. Notwithstanding Administrative Agent and the foregoingCollateral Agent, (iv) if requested by the Administrative Agent or the Collateral Agent, deliver to the Administrative Agent and the Collateral Agent a current appraisal of such real property or other valuation of such Loan Party's interest therein in a form and by an appraiser reasonably acceptable to the Administrative Agent, (v) deliver to the Administrative Agent and the Collateral Agent a SFHDF with respect to such real property and, to the extent that the SFHDF indicates that such real property is in a Special Flood Hazard Area as designated by the Federal Emergency Management Agency, proof that adequate flood insurance, as required under the National Flood Insurance Program, has been obtained with respect to such real property and (vi) deliver evidence of zoning compliance satisfactory to the Collateral Agent or Administrative Agent. (c) With respect to (i) any new Subsidiary (other than the Collateral in which a Lien was previously granted an Excluded Subsidiary) created or required to be granted acquired by the Loan Parties, Borrower or any of the guarantees provided by the Loan PartiesRestricted Subsidiaries or (ii) any domestic Immaterial Subsidiary or domestic Unrestricted Subsidiary that is designated as a Restricted Subsidiary in accordance with Section 6.11, in each case, on or after the Closing Date Funds Availability Date, within twenty (20) days of such creation, acquisition or pursuant designation the Borrower or the applicable Restricted Subsidiary shall (i) execute and deliver to Section 5.2the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent and the Collateral Agent deem necessary or reasonably advisable to grant to the Collateral Agent, for the Loan Parties shall not be required to deliver any Collateral or perfect benefit of the Lender’s Senior Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by any Loan Party (subject only to the Liens permitted by clause (e) of Section 6.02), (ii) deliver to the Collateral Agent any certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Restricted Subsidiary, (iii) cause such Subsidiary that is a wholly-owned Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, and (B) to take such actions necessary or advisable to grant to the Collateral Agent for the benefit of the Senior Secured Parties a perfected first priority security interest (subject, in the case of property not constituting Pledged Securities, to Permitted Liens afforded priority ahead of the Lien of the Collateral Agent by operation of law, and in the case of Pledged Securities, to Liens permitted by clause (e) of Section 6.02) in the Collateral described in the Guarantee and Collateral Agreement with respect to any such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by Applicable Law or as may be reasonably requested by the Administrative Agent and (except iv) if requested by the Administrative Agent, deliver to the extent perfection can be accomplished by filing UCC financing statements) or provide any guarantee of Administrative Agent and the Obligations, in each case, if the cost of delivering or perfecting the lien in such Collateral or of providing such guarantee exceeds the benefit Agent legal opinions relating to the Lender matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent and the Collateral Agent. (which shall take into account d) With respect to (i) any adverse tax consequences suffered Foreign Subsidiary created or expected to be suffered acquired on or after the Funds Availability Date and directly owned by the Borrower or any Loan Party as a result thereof), in each case, as reasonably determined by the Lender, and or (ii) other than the Collateral any foreign Immaterial Subsidiary or foreign Unrestricted Subsidiary that is designated as a Restricted Subsidiary in which a Lien was previously granted or required to be granted accordance with Section 6.11 and directly owned by the any Loan Parties, or the guarantees provided by the Loan PartiesParty, in each case, on or after the Closing Funds Availability Date , promptly (and, in any event, within 30 days of the creation or pursuant acquisition thereof) (A) execute and deliver to the Administrative Agent and the Collateral Agent (x) such amendments to the Guarantee and Collateral Agreement as the Collateral Agent deems necessary or reasonably advisable and/or (y) a Foreign Pledge Agreement, in each case to grant to the Collateral Agent, for the benefit of the Senior Secured Parties, a perfected first priority security interest in the Capital Stock of such Foreign Subsidiary that is owned by any such Loan Party (subject only to the Liens permitted by clause (e) of Section 5.2, 6.02 and provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such Liens or guarantees shall Foreign Subsidiary be required to be provided so pledged), (B) if commercially reasonable, deliver to the Collateral Agent the certificates representing such Capital Stock, together with undated stock power, in blank, executed and delivered by any Subsidiary in any case in which (a duly authorized officer of the relevant Loan Party, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Collateral Agent's security interest therein, and (C) if applicablerequested by the Administrative Agent, deliver to the extent that) Administrative Agent and the provision of such Lien or guarantee would violate applicable lawCollateral Agent legal opinions relating to the matters described above, which opinions shall be in each caseform and substance, as and from counsel, reasonably determined by satisfactory to the LenderAdministrative Agent and the Collateral Agent.

Additional Collateral, etc. (a) With respect to any Collateral property acquired after the Closing Restatement Date by any Loan Party Group Member and not subject to the Senior Current Asset Security Agreement (other than (x) any property described in paragraph (b) or (c) below and (y) any property subject to a Lien expressly permitted by Section 6.3(g)) as to which the Lender Inventory and Receivables Security Agent, for the benefit of the Agents and Lenders, does not have a perfected Lien that is required by the Guarantee and Collateral Agreement (excludingLien, for the avoidance of doubt, real property), the Borrower will, and will cause each other Loan Party to, promptly: promptly (i) execute and deliver to the Lender Inventory and Receivables Security Agent such amendments to the Guarantee and Collateral Agreement Documents or such other documents as the Lender Inventory and Receivables Security Agent deems reasonably necessary or advisable to evidence that such Loan Party is a Guarantor and to grant to the Lender Collateral Agent, for the benefit of the Agents and Lenders, a third priority security interest in such property (ranking after the security interest granted in such property to the Collateral Agent for the benefit of the Term Loan Lenders and the holders of Series A Notes) and (ii) take all actions necessary or advisable in the reasonable opinion of the Lender to grant to the Lender Collateral Agent, for the benefit of the Agents and Lenders, a perfected first third priority (except as expressly permitted by Section 7.2) security interest and Lien in such Collateral as required by the Guarantee and Collateral Agreement or any other Security Documentproperty, including (if applicable) the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement Documents or taking any other action by law or as reasonably may be requested by the LenderInventory and Receivables Security Agent. (b) With respect to any (i) of the leasehold interests in real property set forth on Disclosure Schedule 5.7(b) (the “Leasehold Mortgaged Properties”) hereto where the landlord under the applicable lease consents to the imposition of a mortgage Lien on such leasehold interests, or (ii) fee interest in any real property having a value (together with improvements thereof) of at least $250,000 acquired after the Closing Restatement Date by any Loan Party with an individual fair market value in excess of $250,000Group Member (other than any such real property subject to a Lien expressly permitted by Section 6.3(g)), promptly (and in any event within sixty (60) days of such acquisition or such longer period as approved by the Lender in its reasonable discretion): (i) execute and deliver a first third priority Mortgage (ranking after any mortgage securing the obligations of any Group Member in respect of Term Loan Obligations and obligations owed by the maximum principal Company with respect to the Series A Notes), in favor of the Collateral Agent, for the benefit of the Agents and Lenders, covering such real property, (ii) if requested by the Inventory and Receivables Security Agent, provide the Collateral Agent for the benefit of the Agents and Lenders (x) title and extended coverage insurance covering such real property in an amount of at least equal to the purchase price of such real property in jurisdictions that impose mortgage recording taxes (or such other amount as shall be reasonably specified by the Lender in jurisdictions that do not impose mortgage recording taxes), in favor of the Lender covering such real property, (iiInventory and Receivables Security Agent) if requested by the Lender, provide the Lender with (1) title and extended coverage insurance (with such customary endorsements, coinsurance and reinsurance as the Lender may reasonably request) covering such real property, paid for by the Borrower and issued by a nationally recognized title insurance company, in an amount equal to the purchase price of such real property, (2) well as a current ALTA/NSPS ALTA survey thereof, paid for by the Borrower and in each case, including all improvements, easements and other customary matters thereon reasonably required by the Lender, together with a surveyor’s certificate and complying (y) any consents or estoppels reasonably deemed necessary or advisable by the Inventory and Receivables Security Agent in all material respects connection with the minimum detail requirements such Mortgage, each of the American Land Title Association foregoing in form and National Society of Professional Surveyors as such requirements are in effect on the date of preparation of such survey, or an existing survey, in each case, sufficient for such title insurance company to remove all standard survey exceptions from the title insurance policy relating to such real property and issue the customary survey related endorsements or otherwise substance reasonably acceptable satisfactory to the Lender, (3) flood insurance determination certificates, Inventory and if applicable, evidence that the applicable Loan Party has obtained flood insurance covering such property in an amount required for the Lender to be in compliance with the National Flood Insurance Act of 1968 and (4) such other documents as the Lender may reasonably request that are in the Borrower’s possession with respect to any such real property, Receivables Security Agent and (iii) if requested by the LenderInventory and Receivables Security Agent, deliver to the Lender legal opinions relating to such Mortgage, which opinions shall be in form and substance reasonably satisfactory to Collateral Agent for the Lender. (c) With respect to any new direct or indirect Subsidiary that is created or acquired after the Closing Date by any Loan Party, promptly (and in any event within thirty (30) days or such longer period as approved by the Lender in its sole discretion): (i) execute and deliver to the Lender such supplements, joinders or amendments to the applicable Security Documents as the Lender deems reasonably necessary or advisable to grant to the Lender a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned directly or indirectly by such Loan Party, (ii) deliver to the Lender such documents and instruments as may be required to grant, perfect, protect and ensure the priority of such security interest, including but not limited to, the certificates, if any, representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer benefit of the relevant Loan Party, any Control Agreement with respect to each Deposit Account or Securities Account (other than, in each case, Excluded Accounts), Agents and any Security Document (or any amendment, supplement or modification thereof) with respect to Intellectual Property (other than Excluded Assets), (iii) cause such new Subsidiary or any Subsidiary formed for the purpose of acquiring any such Subsidiary (A) to become a party to the Guarantee and Collateral Agreement and other applicable Security Documents, (B) to take such actions as are reasonably necessary or advisable in the opinion of the Lender to grant to the Lender a perfected first priority security interest (subject to Liens permitted hereunder) in the Collateral described in the Guarantee and Collateral Agreement or such other Security Documents, with respect to such Subsidiary, including the filing of UCC financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or as may be reasonably requested by the Lender and (C) to deliver to the Lender a customary certificate of such Subsidiary, in a form reasonably satisfactory to the Lender, with appropriate insertions and attachments, and (iv) if requested by the Lender, deliver to the Lender Lenders legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the LenderInventory and Receivables Security Agent. Notwithstanding With respect to each of the foregoingLeasehold Mortgaged Properties, the Borrower shall use commercially reasonable efforts to obtain the consent of the applicable landlord to the Lien of a Mortgage within 30 days following the Restatement Date. (c) With respect to any new Subsidiary created or acquired after the Restatement Date by any Group Member or to the extent either Consumers Mining or Monessen Southwestern Railway ceases after the Restatement Date to be an Inactive Subsidiary, promptly (i) other than execute and deliver to the Collateral Agent, such amendments to the Collateral Documents as the Inventory and Receivables Security Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Agents and Lenders, a perfected third priority security interest in which a Lien was previously granted or required to be granted the Capital Stock of such Subsidiary that is owned by any Group Member (ranking after any security interest in such Capital Stock securing the obligations of any Group Member in respect of Term Loan Obligations and obligations owed by the Loan Parties, or the guarantees provided by the Loan Parties, in each case, on the Closing Date or pursuant to Section 5.2, the Loan Parties shall not be required to deliver any Collateral or perfect the Lender’s security interest Company with respect to any Collateral the Series A Notes), (except ii) deliver to the extent perfection can be accomplished Collateral Agent, the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by filing UCC financing statements) or provide any guarantee a duly authorized officer of the Obligationsrelevant Group Member, (iii) cause such Subsidiary (A) to execute a Guarantee Agreement with respect to the Obligations and to become a party to such other Collateral Documents as the Inventory and Receivables Security Agent deems appropriate, (B) to take such actions necessary or advisable to grant to the Collateral Agent or the Inventory and Receivables Security Agent, for the benefit of the Agents and Lenders a perfected security interest in each casethe Collateral described in the Collateral Documents with respect to such Subsidiary, if including the cost filing of delivering or perfecting the lien Uniform Commercial Code financing statements in such jurisdictions as may be required by the Collateral Documents or of providing such guarantee exceeds by law or as may be reasonably requested by the benefit Collateral Agent and (C) to deliver to the Lender (which shall take into account any adverse tax consequences suffered or expected to be suffered by Inventory and Receivables Security Agent a certificate of such Subsidiary, substantially in the Borrower or any Loan Party as a result thereof)form of Exhibit E, in each case, as reasonably determined by the Lenderwith appropriate insertions and attachments, and (iiiv) other than if requested by the Inventory and Receivables Security Agent, deliver to the Collateral Agent for the benefit of the Agents and Lenders legal opinions relating to the matters described above, which opinions shall be in which form and substance, and from counsel, reasonably satisfactory to the Inventory and Receivables Security Agent. (d) With respect to any joint venture (including, without limitation, the Coke Plant Joint Venture) entered into after the Restatement Date by any Group Member, execute and deliver to the Collateral Agent such Collateral Documents as the Inventory and Receivables Security Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Agents and Lenders, a Lien was previously granted or required to be granted perfected third priority security interest in the Capital Stock of such joint venture that is owned by any Group Member (ranking after any security interest in such Capital Stock securing the obligations of any Group Member in respect of Term Loan Obligations and obligations owed by the Loan PartiesCompany with respect to the Series A Notes), or the guarantees provided provided, that any pledge agreement executed and delivered by the Loan Partiesany Group Member in connection herewith, with respect to its Capital Stock in each casesuch joint venture, on the Closing Date or pursuant to Section 5.2, no such Liens or guarantees shall be required on terms substantially similar to be provided by any Subsidiary in any case in which (or, if applicable, to the extent that) the provision of such Lien or guarantee would violate applicable law, in each case, as reasonably determined by the Lenderthose JV Pledge Agreements previously delivered hereunder.

Additional Collateral, etc. (a) With respect to any Collateral personal Property acquired after the Closing Restatement Effective Date by Holdings or any of its Restricted Subsidiaries constituting any Additional Regal-Holdings Notes, any other possessory collateral required to be delivered to the Administrative Agent pursuant to any other Section of this Agreement, any collateral accounts required to be created under this Agreement or any other Loan Party Document and any Property provided as replacement Collateral under Section 7.5, (but specifically excluding (x) any Collateral described in paragraphs (b), (c) or (d) of this Section 6.10, (y) any Collateral subject to a Lien expressly permitted by Sections 7.3(f) and (g) (but only for so long as so subject) and (z) Collateral acquired by an Excluded Foreign Subsidiary) as to which the Lender Administrative Agent, for the benefit of the Secured Parties, does not have a perfected Lien that is required security interest, promptly (and, in any event, within 30 days following the date of such acquisition (or, in the case of replacement Collateral contemplated by Section 7.5, within the Guarantee and Collateral Agreement (excluding, for the avoidance of doubt, real propertytime period set forth therein), the Borrower will, and will cause each other Loan Party to, promptly: ): (i) execute and deliver to the Lender Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Lender Administrative Agent deems reasonably necessary or advisable to evidence that such Loan Party is a Guarantor and to grant to the Lender Administrative Agent, for the benefit of the Secured Parties, a security interest in such Collateral and (ii) take all actions necessary or advisable in the reasonable opinion of the Lender to grant to the Lender a perfected first priority (except as expressly permitted by Section 7.2) security interest and Lien in such Collateral as required by Administrative Agent, for the Guarantee and Collateral Agreement or any other Security Document, including (if applicable) the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or taking any other action as reasonably requested by the Lender. (b) With respect to any fee interest in any real property acquired after the Closing Date by any Loan Party with an individual fair market value in excess of $250,000, promptly (and in any event within sixty (60) days of such acquisition or such longer period as approved by the Lender in its reasonable discretion): (i) execute and deliver a first priority Mortgage in the maximum principal amount benefit of the purchase price of such real property in jurisdictions that impose mortgage recording taxes (or such other amount as shall be reasonably specified by the Lender in jurisdictions that do not impose mortgage recording taxes)Secured Parties, in favor of the Lender covering such real property, (ii) if requested by the Lender, provide the Lender with (1) title and extended coverage insurance (with such customary endorsements, coinsurance and reinsurance as the Lender may reasonably request) covering such real property, paid for by the Borrower and issued by a nationally recognized title insurance company, in an amount equal to the purchase price of such real property, (2) a current ALTA/NSPS survey thereof, paid for by the Borrower and in each case, including all improvements, easements and other customary matters thereon reasonably required by the Lender, together with a surveyor’s certificate and complying in all material respects with the minimum detail requirements of the American Land Title Association and National Society of Professional Surveyors as such requirements are in effect on the date of preparation of such survey, or an existing survey, in each case, sufficient for such title insurance company to remove all standard survey exceptions from the title insurance policy relating to such real property and issue the customary survey related endorsements or otherwise reasonably acceptable to the Lender, (3) flood insurance determination certificates, and if applicable, evidence that the applicable Loan Party has obtained flood insurance covering such property in an amount required for the Lender to be in compliance with the National Flood Insurance Act of 1968 and (4) such other documents as the Lender may reasonably request that are in the Borrower’s possession with respect to any such real property, and (iii) if requested by the Lender, deliver to the Lender legal opinions relating to such Mortgage, which opinions shall be in form and substance reasonably satisfactory to the Lender. (c) With respect to any new direct or indirect Subsidiary that is created or acquired after the Closing Date by any Loan Party, promptly (and in any event within thirty (30) days or such longer period as approved by the Lender in its sole discretion): (i) execute and deliver to the Lender such supplements, joinders or amendments to the applicable Security Documents as the Lender deems reasonably necessary or advisable to grant to the Lender a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned directly or indirectly by such Loan PartyCollateral, (ii) deliver to the Lender such documents and instruments as may be required to grantincluding, perfectwithout limitation, protect and ensure the priority of such security interest, including but not limited to, the certificates, if any, representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, any Control Agreement with respect to each Deposit Account or Securities Account (other than, in each case, Excluded Accounts), and any Security Document (or any amendment, supplement or modification thereof) with respect to Intellectual Property (other than Excluded Assets), (iii) cause such new Subsidiary or any Subsidiary formed for the purpose of acquiring any such Subsidiary (A) to become a party to the Guarantee and Collateral Agreement and other applicable Security Documents, (B) to take such actions as are reasonably necessary or advisable in the opinion of the Lender to grant to the Lender a perfected first priority security interest (subject to Liens permitted hereunder) in the Collateral described in the Guarantee and Collateral Agreement or such other Security Documents, with respect to such Subsidiary, including the filing of UCC financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Lender and Administrative Agent. (Cb) With respect to deliver any fee interest in any Real Estate acquired by Holdings or any of its Restricted Subsidiaries having a value (together with improvements thereof) of at least $1,000,000 (other than with respect to any such Real Estate, (x) owned by an Excluded Foreign Subsidiary, (y) owned by a new Subsidiary subject to the Lender requirements of Section 6.10(c), or (z) subject to a customary certificate Lien expressly permitted by Sections 7.3(f) or 7.3(g) (but only for so long as so subject)), promptly (and, in any event, within 45 days following the date of such Subsidiaryacquisition or such later date permitted by the Administrative Agent): (i) execute and deliver a first priority Mortgage (subject to Permitted Liens) in favor of the Administrative Agent, in a form reasonably satisfactory to for the Lenderbenefit of the Secured Parties, with appropriate insertions and attachmentscovering such real property, and (ivii) if requested by the LenderAdministrative Agent, provide the Secured Parties with (x) title and extended coverage insurance covering such real property complying with the provisions of Schedule 6.10(b), in an amount at least equal to the purchase price of such real property (or such other amount as shall be reasonably specified by the Administrative Agent) as well as a current ALTA survey in substantially the form of such surveys delivered in connection with the Original Credit Agreement, together with a surveyor's certificate, (y) any consents or estoppels reasonably deemed necessary or advisable by the Administrative Agent in connection with such Mortgage, each of the foregoing in form and substance reasonably satisfactory to the Administrative Agent and (z) Phase I environmental reports (and where appropriate based upon such Phase I environmental reports and at the request of the Administrative Agent, Phase II environmental reports) with respect to such real property, all in form and substance reasonably satisfactory to the Administrative Agent; and (iii) if requested by the Administrative Agent, deliver to the Lender Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Lender. Notwithstanding Administrative Agent. (c) With respect to any new Subsidiary (other than an Excluded Foreign Subsidiary, any Unrestricted Subsidiary created or acquired pursuant to an Investment made in accordance with Sections 7.8(k) or (l), any Foreign Subsidiary of RCM in existence on the foregoingRestatement Effective Date and Next Generation Network, Inc.) created or acquired after the Restatement Effective Date (which, for the purposes of this Section 6.10(c), shall include any existing Subsidiary that (i) other than the Collateral in which a Lien was previously granted or required ceases to be granted an Excluded Foreign Subsidiary or (ii) ceases to be an Unrestricted Subsidiary and becomes a Restricted Subsidiary), by either of the Loan Borrowers or any of their respective Restricted Subsidiaries, promptly (and, in any event, within 30 days following such creation or the date of such acquisition): (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement, if any, as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by either of the Borrowers or any of their respective Restricted Subsidiaries, (ii) deliver to the guarantees provided by Administrative Agent the Loan Partiescertificates representing such Capital Stock, together with undated stock powers, in each caseblank, on executed and delivered by a duly authorized officer of such Borrower or such Restricted Subsidiary, as the Closing Date or pursuant case may be, (iii) cause such new Subsidiary (A) to Section 5.2, become party to the Loan Parties shall Guarantee and Collateral Agreement as a Guarantor (but not be required to deliver any Collateral or perfect the Lender’s security interest a Grantor (except with respect to any Collateral the Capital Stock of its Restricted Subsidiaries)) thereunder and (except B) to take such actions necessary or advisable to grant to the extent perfection can be accomplished Administrative Agent for the benefit of the Secured Parties a perfected first priority security interest (subject to Permitted Liens) in any Real Estate owned in fee by filing UCC financing statementssuch Subsidiary having a value (together with improvements thereof) of at least $1,000,000 (other than Real Estate subject to a Lien expressly permitted by Sections 7.3(f) or provide 7.3(g) (but only for so long as so subject)), promptly (and, in any guarantee event, within 45 days following the date of such acquisition or such later date as permitted by the Administrative Agent) (I) execute and deliver a first priority Mortgage (subject to Permitted Liens) in favor of the ObligationsAdministrative Agent, in each case, if the cost of delivering or perfecting the lien in such Collateral or of providing such guarantee exceeds for the benefit to of the Lender (which shall take into account any adverse tax consequences suffered or expected to be suffered by the Borrower or any Loan Party as a result thereof)Secured Parties, in each case, as reasonably determined by the Lendercovering such real property, and (iiII) if requested by the Administrative Agent, provide the Secured Parties with (x) title and extended coverage insurance covering such real property complying with the provisions of Schedule 6.10(b); and (iv) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described in clause (iii) above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. (d) With respect to any new Excluded Foreign Subsidiary created or acquired after the Restatement Effective Date by either of the Borrowers or any of their respective Restricted Subsidiaries (other than any Foreign Subsidiary of RCM in existence on the Restatement Effective Date), promptly (and, in any event, within 30 days following such creation or the date of such acquisition): (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable in which a Lien was previously granted or required order to be granted by grant to the Loan Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by either of the Borrowers or any of their respective Domestic Subsidiaries (provided that in no event shall more than 65% of the guarantees provided by the Loan Parties, in each case, on the Closing Date or pursuant to Section 5.2, no total outstanding Capital Stock of any such Liens or guarantees shall new Subsidiary be required to be provided so pledged), (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by any Subsidiary in any a duly authorized officer of such Borrower or such Domestic Subsidiary, as the case in which (may be, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the security interest of the Administrative Agent thereon, and (iii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. (e) Notwithstanding anything to the contrary in this Section 6.10, paragraphs (a), (b), (c) and (d) of this Section 6.10 shall not apply to any Property, new Subsidiary or new Excluded Foreign Subsidiary created or acquired after the Restatement Effective Date, as applicable, as to which the Administrative Agent has determined in its sole discretion that the collateral value thereof is insufficient to justify the difficulty, time and/or expense of obtaining a perfected security interest therein. (f) The Administrative Agent is hereby authorized by the Lenders to enter into such amendments to the extent that) Guarantee and Collateral Agreement as the provision Administrative Agent deems necessary to effectuate the provisions of such Lien or guarantee would violate applicable law, in each case, as reasonably determined by the Lenderthis Section 6.10.

Additional Collateral, etc. (a) With respect to any Property -------------------------- constituting Specified Collateral acquired after the Closing Date by the Borrower or any Loan Party of its Domestic Subsidiaries (other than any Property described in paragraph (b), (c) or (d) of this Section) as to which the Lender Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien that is required by the Guarantee and Collateral Agreement (excludingLien, for the avoidance of doubt, real property), the Borrower will, and will cause each other Loan Party to, promptly: promptly (i) execute and deliver to the Lender Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Lender Administrative Agent reasonably deems reasonably necessary or advisable to evidence that such Loan Party is a Guarantor and to grant to the Lender Administrative Agent, for the benefit of the Lenders, a security interest in such Collateral Property and (ii) take all actions necessary or advisable in the reasonable opinion of the Lender to grant to the Lender Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest (except as expressly subject, however, to Liens permitted by Section 7.27.3) security interest and Lien in such Collateral as required by the Guarantee and Collateral Agreement or any other Security DocumentProperty, including (if applicable) without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or taking any other action by law or as may be reasonably requested by the LenderAdministrative Agent. (b) With respect to any fee interest in any real property constituting Specified Collateral acquired after the Closing Date by the Borrower or any Loan Party with an individual fair market value in excess of $250,000its Domestic Subsidiaries, promptly (and in any event within sixty (60) days of such acquisition or such longer period as approved by the Lender in its reasonable discretion): (i) execute and deliver a first priority Mortgage mortgage or deed of trust, as applicable (subject, however, to Liens permitted hereunder) in favor of the maximum principal Administrative Agent, for the benefit of the Lenders, covering such real property, (ii) if requested by the Administrative Agent, provide the Lenders with (x) title and extended coverage insurance covering such real property in an amount of at least equal to the purchase price of such real property in jurisdictions that impose mortgage recording taxes (or such other amount as shall be reasonably specified by the Lender in jurisdictions that do not impose mortgage recording taxes), in favor of the Lender covering such real property, (iiAdministrative Agent) if requested by the Lender, provide the Lender with (1) title and extended coverage insurance (with such customary endorsements, coinsurance and reinsurance as the Lender may reasonably request) covering such real property, paid for by the Borrower and issued by a nationally recognized title insurance company, in an amount equal to the purchase price of such real property, (2) well as a current ALTA/NSPS ALTA survey thereof, paid for by the Borrower and in each case, including all improvements, easements and other customary matters thereon reasonably required by the Lender, together with a surveyor’s 's certificate and complying (y) any consents or estoppels reasonably deemed necessary or advisable by the Administrative Agent in all material respects connection with the minimum detail requirements such mortgage or deed of trust, each of the American Land Title Association foregoing in form and National Society of Professional Surveyors as such requirements are in effect on the date of preparation of such survey, or an existing survey, in each case, sufficient for such title insurance company to remove all standard survey exceptions from the title insurance policy relating to such real property and issue the customary survey related endorsements or otherwise substance reasonably acceptable satisfactory to the Lender, (3) flood insurance determination certificates, and if applicable, evidence that the applicable Loan Party has obtained flood insurance covering such property in an amount required for the Lender to be in compliance with the National Flood Insurance Act of 1968 and (4) such other documents as the Lender may reasonably request that are in the Borrower’s possession with respect to any such real property, Administrative Agent and (iii) if requested by the LenderAdministrative Agent, deliver to the Lender Administrative Agent legal opinions relating to such Mortgagethe matters described above, which opinions shall be in form and substance substance, and from counsel, reasonably satisfactory to the LenderAdministrative Agent. (c) With respect to any new direct or indirect Subsidiary that is (other than an Excluded Foreign Subsidiary) created or acquired after the Closing Date (which, for the purposes of this paragraph, shall include any existing Subsidiary that ceases to be an Excluded Foreign Subsidiary), by the Borrower or any Loan Partyof its Subsidiaries, promptly (and in any event within thirty (30) days or such longer period as approved by the Lender in its sole discretion): (i) execute and deliver to the Lender Administrative Agent such supplements, joinders or amendments to the applicable Security Documents Guarantee and Collateral Agreement as the Lender Administrative Agent reasonably deems reasonably necessary or advisable to grant to the Lender Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest (subject to Liens permitted by Section 7.3 that arise by operation of law) in the Capital Stock of such new Subsidiary that is owned directly by the Borrower or indirectly by such Loan Partyany of its Subsidiaries, (ii) deliver to the Lender Administrative Agent the certificates representing such documents Capital Stock, together with undated stock powers, in blank, executed and instruments delivered by a duly authorized officer of the Borrower or such Subsidiary, as the case may be, (iii) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement and (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected first priority security interest (subject, however, to Liens permitted by Section 7.3) in the Collateral (other than any such personal property in respect of which the Administrative Agent determines that the cost of obtaining a first priority security interest therein would be disproportionate to the value of such security interest to the Lenders) described in the Guarantee and Collateral Agreement with respect to such new Subsidiary, including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent, and (iv) if requested by the Administrative Agent, deliver to grantthe Administrative Agent legal opinions relating to the matters described above, perfectwhich opinions shall be in form and substance, protect and ensure from counsel, reasonably satisfactory to the Administrative Agent. (d) With respect to any new Excluded Foreign Subsidiary created or acquired after the Closing Date by the Borrower or any of its Subsidiaries (other than any Excluded Foreign Subsidiaries), promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent reasonably deems necessary or advisable in order to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest (subject to Liens permitted by Section 7.3 that arise by operation of law) in the Capital Stock of such security interestnew Subsidiary that is owned by the Borrower or any of its Subsidiaries (other than any Excluded Foreign Subsidiaries), including but not limited to(provided that in no event shall more than 65% of the total outstanding Capital Stock of any such new Excluded Foreign Subsidiary be required to be so pledged), (ii) deliver to the Administrative Agent the certificates, if any, representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan PartyBorrower or such Subsidiary, any Control Agreement with respect to each Deposit Account or Securities Account (other than, in each case, Excluded Accounts)as the case may be, and any Security Document (or any amendment, supplement or modification thereof) with respect to Intellectual Property (other than Excluded Assets), (iii) cause such new Subsidiary or any Subsidiary formed for the purpose of acquiring any such Subsidiary (A) to become a party to the Guarantee and Collateral Agreement and other applicable Security Documents, (B) to take such actions other action as are reasonably may be necessary or advisable or, in the opinion of the Lender Administrative Agent, desirable to grant to perfect the Lender a perfected first priority security interest (subject to Liens permitted hereunder) in Lien of the Collateral described in the Guarantee and Collateral Agreement or such other Security Documents, with respect to such Subsidiary, including the filing of UCC financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or as may be reasonably requested by the Lender and (C) to deliver to the Lender a customary certificate of such Subsidiary, in a form reasonably satisfactory to the Lender, with appropriate insertions and attachmentsAdministrative Agent thereon, and (iviii) if requested by the LenderAdministrative Agent, deliver to the Lender Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Lender. Notwithstanding the foregoing, (i) other than the Collateral in which a Lien was previously granted or required to be granted by the Loan Parties, or the guarantees provided by the Loan Parties, in each case, on the Closing Date or pursuant to Section 5.2, the Loan Parties shall not be required to deliver any Collateral or perfect the Lender’s security interest with respect to any Collateral (except to the extent perfection can be accomplished by filing UCC financing statements) or provide any guarantee of the Obligations, in each case, if the cost of delivering or perfecting the lien in such Collateral or of providing such guarantee exceeds the benefit to the Lender (which shall take into account any adverse tax consequences suffered or expected to be suffered by the Borrower or any Loan Party as a result thereof), in each case, as reasonably determined by the Lender, and (ii) other than the Collateral in which a Lien was previously granted or required to be granted by the Loan Parties, or the guarantees provided by the Loan Parties, in each case, on the Closing Date or pursuant to Section 5.2, no such Liens or guarantees shall be required to be provided by any Subsidiary in any case in which (or, if applicable, to the extent that) the provision of such Lien or guarantee would violate applicable law, in each case, as reasonably determined by the LenderAdministrative Agent.