Common use of Additional Collateral Clause in Contracts

Additional Collateral. (a) With respect to any property acquired after the Closing Date by any Group Member (other than any property described in paragraph (b), (c) or (d) below, and property acquired by any Excluded Foreign Subsidiary) as to which the Lender does not have a perfected Lien, promptly (i) execute and deliver to the Lender such amendments to the Guarantee and Security Agreement or such other documents or agreements as the Lender may require to grant to the Lender, a perfected first priority security interest in such property and (ii) take all actions required by the Lender to grant to the Lender a perfected first priority security interest in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Security Agreement or by law or as may be requested by the Lender. (b) With respect to any fee interest in any real property having a value (together with improvements thereof) of at least $100,000 acquired after the Closing Date by any Group Member, promptly (i) execute and deliver a first priority Mortgage, in favor of the Lender covering such real property, (ii) if requested by the Lender, provide the Lender 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 specified by the Lender), together with such endorsements as the Lender may require, (B) a current ALTA survey of such real property, together with a surveyor's certificate, (C) an environmental site assessment report for such real property, (D) an appraisal of such real property, and (E) such consents, waivers, and estoppels, and intercreditor, attornment and subordination agreements as may be required by the Lender in connection with such Mortgage, each of the foregoing to be in scope, form and substance satisfactory to the Lender, and (iii) 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, satisfactory to the Lender. (c) With respect to any new Material Subsidiary (other than an Excluded Foreign Subsidiary) which is 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), promptly (i) execute and deliver to the Lender such amendments to the Guarantee and Security Agreement and take such other action as the Lender may require to grant to the Lender, for the benefit of the Lender, a perfected first priority security interest in the Equity Interests of such new Material Subsidiary that is owned by any Group Member, (ii) deliver to the Lender the certificates representing such Equity Interests, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Group Member, (iii) cause such new Material Subsidiary (A) to become a party to the Guarantee and Security Agreement, (B) to take all actions required by the Lender to grant to the Lender a perfected first priority security interest in the Collateral described in the Guarantee and Security Agreement with respect to such new Material Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Security Agreement or by law or as may be requested by the Lender and (C) to deliver to the Lender a certificate of such Material Subsidiary, substantially in the form of Exhibit B, 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, satisfactory to the Lender. (d) With respect to any new Excluded Foreign Subsidiary that is a Material Subsidiary which is 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) execute and deliver to the Lender such amendments to the Guarantee and Security Agreement and take such other action as the Lender may require to grant to the Lender a perfected first priority security interest in the Equity Interests of such new Material Subsidiary that is owned by any such Group Member (provided that in no event shall more than 66% of the total outstanding voting Equity Interests of any such new Material Subsidiary be required to be so pledged), (ii) deliver to the Lender the certificates representing such Equity Interests, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Group Member and take such other action as may be required by the Lender to perfect the Lender's security interest therein, and (iii) 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, satisfactory to the Lender.

Additional Collateral. (a) Subject to the limitations in the proviso to the second sentence of Article V hereof and the last sentence of this Section 6.09(a), should the Borrower or any of the other Credit Parties acquire or construct any additional Major Asset after the Closing Date in accordance with, and as permitted by, the terms of this Agreement, the Borrower will, or will cause such other Credit Party to, grant to the Administrative Agent as security for the Lender Indebtedness and the obligations of the Credit Parties under the Loan Documents a first-priority Lien (subject only to Permitted Encumbrances) on the Borrower’s or such Credit Party’s interest in any such assets not already subject to a Lien under the Security Instruments, which Lien will be created and perfected by and in accordance with the provisions of the Mortgages or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. Subject to the limitations in the proviso to the second sentence of Article V hereof and the last sentence of this Section 6.09(a), the Borrower shall, or shall cause each applicable Credit Party to, promptly following the acquisition or construction of any additional Major Asset in accordance with, and as permitted by, the terms of this Agreement, notify the Administrative Agent in writing of such acquisition or construction and, by the applicable date required by the last sentence of this Section 6.09(a), supply the Administrative Agent with property descriptions on all such newly-acquired or constructed assets and shall, by the applicable date required by the last sentence of this Section 6.09(a), execute and deliver additional or supplemental Mortgages covering same as collateral security for the Lender Indebtedness and the obligations of the Credit Parties under the Loan Documents. Notwithstanding anything to the contrary contained herein, after the Closing Date, the requirement to supply property descriptions for, execute and deliver additional or supplemental Mortgages with respect to, and/or grant and perfect Liens in any assets that necessitate the filing of a Mortgage (or comparable document) to create or perfect a Lien therein, pursuant to this Section 6.09(a) or any other provision of any Loan Document shall be satisfied and consummated, as applicable, semi-annually on April 30 and October 31 of each year for all Property acquired on or before the date that is not less than 45 days before such semi-annual date (and if such Property is acquired less than 45 days before such semi-annual date, such requirement shall be satisfied and consummated on the next following semi-annual date), commencing October 31, 2007. (b) Concurrently with the granting of the Lien or other action referred to in Section 6.09(a) above, upon the reasonable request of the Administrative Agent, the Borrower will provide to the Administrative Agent title information (including, without limitation, to the extent reasonably required by the Administrative Agent in consultation with the Borrower, acceptable title insurance policies, surveys and appraisals) in form and substance reasonably satisfactory to the Administrative Agent with respect to the Credit Party’s interests in such Properties. (c) With respect to any property acquired new Material Subsidiary designated or defined as such after the Closing Date by any Group Member (other than any property described in paragraph (b)accordance with the terms of the definition thereof and the terms of this Agreement, (c) the Borrower will, or (d) below, and property acquired by any Excluded Foreign Subsidiary) as to which will cause the Lender does not have a perfected Lienapplicable Subsidiaries to, promptly (i) execute and deliver to the Lender Administrative Agent such amendments to the Guarantee and Security Agreement or such other documents or agreements Instruments as the Lender may require Administrative Agent deems necessary or advisable in order to grant to the LenderAdministrative Agent, for the benefit of the Lenders and Secured Affiliates, a perfected first priority security interest (subject only to Permitted Encumbrances) in the Equity Interests of such property new Material Subsidiary which is owned by the Borrower or a Pledging Subsidiary (except that a pledge of Equity Interests of a Foreign Subsidiary shall be limited to 65% of the total combined voting power of all classes of voting Equity Interests and 100% of all non-voting Equity Interests), (ii) deliver to the Administrative Agent the certificates representing such Equity Interests (as applicable), together with undated stock powers, in blank, executed and delivered by a Responsible Officer of such Credit Party or its general partner or other applicable governing entity, as the case may be, (iii) cause such new Material Subsidiary (other than a Foreign Subsidiary) (A) to become a party to the Guaranty and Collateral Agreement and (B) to take all such actions required by the Lender necessary or advisable to grant to the Lender Administrative Agent for the benefit of the Lenders and Secured Affiliates, a perfected first priority security interest (subject only to Permitted Encumbrances) in such propertyMaterial Subsidiary’s (other than a Foreign Subsidiary’s) right, including title and interest in the filing of Uniform Commercial Code Collateral (as such term is defined and described in the Guaranty and Collateral Agreement) with respect to such new Material Subsidiary, including, without limitation, authorizing (to the extent not previously authorized) the Administrative Agent to file UCC financing statements in such jurisdictions as may be required by the Guarantee Guaranty and Security Collateral Agreement or by applicable law or as may be reasonably requested by the Lender. Administrative Agent, and (b) With respect to any fee interest in any real property having a value (together with improvements thereof) of at least $100,000 acquired after the Closing Date by any Group Member, promptly (i) execute and deliver a first priority Mortgage, in favor of the Lender covering such real property, (iiiv) if requested by the Lender, provide the Lender 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 specified by the Lender), together with such endorsements as the Lender may require, (B) a current ALTA survey of such real property, together with a surveyor's certificate, (C) an environmental site assessment report for such real property, (D) an appraisal of such real property, and (E) such consents, waivers, and estoppels, and intercreditor, attornment and subordination agreements as may be required by the Lender in connection with such Mortgage, each of the foregoing to be in scope, form and substance satisfactory to the Lender, and (iii) 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. (cd) With respect to Without limiting the foregoing, concurrently with the delivery of any new Material Subsidiary (other than an Excluded Foreign SubsidiaryMortgage in accordance with Section 6.09(a) which is 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)recorded in any jurisdiction outside the State of Texas, promptly (i) execute and deliver upon the reasonable request of the Administrative Agent, the Borrower will provide to the Lender such amendments Administrative Agent an opinion addressed to the Guarantee and Security Agreement and take such other action as the Lender may require to grant to the Lender, Administrative Agent for the benefit of the Lender, a perfected first priority security interest in the Equity Interests of such new Material Subsidiary that is owned by any Group Member, (ii) deliver to the Lender the certificates representing such Equity Interests, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Group Member, (iii) cause such new Material Subsidiary (A) to become a party to the Guarantee and Security Agreement, (B) to take all actions required by the Lender to grant to the Lender a perfected first priority security interest in the Collateral described in the Guarantee and Security Agreement with respect to such new Material Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Security Agreement or by law or as may be requested by the Lender and (C) to deliver to the Lender a certificate of such Material Subsidiary, substantially in the form of Exhibit B, 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 Lenders in form and substance, and from counsel, substance reasonably satisfactory to the Lender. (d) With respect to any new Excluded Foreign Subsidiary that is a Material Subsidiary which is 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) execute and deliver Administrative Agent from local counsel reasonably acceptable to the Lender Administrative Agent, stating that such amendments to the Guarantee Mortgage is valid, binding and Security Agreement enforceable in accordance with its terms and take in legally sufficient form for recording in such other action as the Lender may require to grant to the Lender a perfected first priority security interest in the Equity Interests of such new Material Subsidiary that is owned by any such Group Member (provided that in no event shall more than 66% of the total outstanding voting Equity Interests of any such new Material Subsidiary be required to be so pledged), (ii) deliver to the Lender the certificates representing such Equity Interests, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Group Member and take such other action as may be required by the Lender to perfect the Lender's security interest therein, and (iii) 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, satisfactory to the Lenderjurisdiction.

Additional Collateral. (a) With respect to any property acquired after the Closing Date by any Group Member (other than any property described in paragraph (b), (c) or (d) below, The Borrower will grant and property acquired by any Excluded Foreign Subsidiary) as to which the Lender does not have a perfected Lien, promptly (i) execute and deliver to the Lender such amendments to the Guarantee and Security Agreement or such other documents or agreements as the Lender may require will cause each of its Subsidiaries to grant to the Lender, Agent as security for the Indebtedness a perfected first priority security Lien on the Borrower's or such Subsidiary's interest in any Oil and Gas Properties that are (i) acquired after the date hereof at the cash acquisition cost to the Borrower or such property Subsidiary equal to or exceeding $1,000,000, and (ii) take do not constitute Proved Reserves, which Lien will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements, or other Loan Documents, all actions required by in form substantially the Lender same as the New Mortgage (subject to grant such changes as are necessary as a result of, to the Lender a perfected first priority security interest reflect and/or to account for changes in such property, including the filing of Uniform Commercial Code financing statements applicable law) and in such jurisdictions as may be required by the Guarantee sufficient executed (and Security Agreement acknowledged where necessary or by law or as may be requested by the Lenderappropriate) counterparts for recording purposes. (b) With respect The Borrower will grant and will cause each of its Subsidiaries to any fee grant to the Agent as security for the Indebtedness a Lien interest (subject only to Excepted Liens and the matters set forth on Schedule 7.10 hereto) on the Borrower's or such Subsidiary's interest in any real property having a value (together with improvements thereof) of at least $100,000 acquired Oil and Gas Properties identified after the Closing Date as containing Proved Reserves, which Lien will be created and perfected by any Group Memberand in accordance with the provisions of deeds of trust, promptly security agreements and financing statements, or other Loan Documents, all in form substantially the same as the Standard Mortgage (isubject to such changes as are necessary as a result of, to reflect and/or to account for changes in applicable law) execute and deliver a first priority Mortgage, in favor sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. (c) Concurrently with the granting of the Lender covering such real propertyLien or other action referred to in Section 8.09(b) above, (ii) if requested by the Lender, Borrower will provide the Lender 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 specified by the Lender), together with such endorsements as the Lender may require, (B) a current ALTA survey of such real property, together with a surveyor's certificate, (C) an environmental site assessment report for such real property, (D) an appraisal of such real property, and (E) such consents, waivers, and estoppels, and intercreditor, attornment and subordination agreements as may be required by the Lender Agent title information in connection with such Mortgage, each of the foregoing to be in scope, form and substance satisfactory to the LenderAgent in its sole discretion with respect to the Borrower's and its Subsidiaries' interests in such Oil and Gas Properties to the extent needed to cause the Agent to have received, and (iii) if requested together with title information previously delivered to the Agent, satisfactory title information on at least 90% of the value of the proved Hydrocarbon Interests evaluated 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, satisfactory to the Lendermost recent Reserve Report. (cd) With respect to Also, promptly after the filing of any new Material Subsidiary (Loan Document in any state, other than an Excluded Foreign Subsidiarythe New Mortgage and any other mortgage filed pursuant to subsection (a) which is created or acquired after the Closing Date by any Group Member (which, for the purposes of this paragraph (c)Section 8.09 or any other mortgage substantially in the form of the New Mortgage, shall include any existing Subsidiary that ceases to be an Excluded Foreign Subsidiary)upon the reasonable request of the Agent, promptly (i) execute and deliver the Borrower will provide to the Lender such amendments Agent an opinion addressed to the Guarantee and Security Agreement and take such other action as the Lender may require to grant to the Lender, Agent for the benefit of the Lender, a perfected first priority security interest in the Equity Interests of such new Material Subsidiary that is owned by any Group Member, (ii) deliver to the Lender the certificates representing such Equity Interests, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Group Member, (iii) cause such new Material Subsidiary (A) to become a party to the Guarantee and Security Agreement, (B) to take all actions required by the Lender to grant to the Lender a perfected first priority security interest in the Collateral described in the Guarantee and Security Agreement with respect to such new Material Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Security Agreement or by law or as may be requested by the Lender and (C) to deliver to the Lender a certificate of such Material Subsidiary, substantially in the form of Exhibit B, 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 Lenders in form and substance, and from counsel, substance reasonably satisfactory to the LenderAgent in its sole discretion from counsel acceptable to Agent, stating that such Loan Document is valid, binding and enforceable in accordance with its terms and in legally sufficient form for such jurisdiction. (d) With respect to any new Excluded Foreign Subsidiary that is a Material Subsidiary which is 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) execute and deliver to the Lender such amendments to the Guarantee and Security Agreement and take such other action as the Lender may require to grant to the Lender a perfected first priority security interest in the Equity Interests of such new Material Subsidiary that is owned by any such Group Member (provided that in no event shall more than 66% of the total outstanding voting Equity Interests of any such new Material Subsidiary be required to be so pledged), (ii) deliver to the Lender the certificates representing such Equity Interests, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Group Member and take such other action as may be required by the Lender to perfect the Lender's security interest therein, and (iii) 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, satisfactory to the Lender.

Additional Collateral. (a) With respect to (i) any property acquired after the Closing Date that is intended to be subject to the Lien created by any Group Member of the Collateral Documents but is not so subject and (other than ii) any Affiliated Investor who owns an Investment Property that is included in the Borrowing Pool after the Closing Date, promptly (and in any event within 20 days after such acquisition or the inclusion of such Investment Property in the Borrowing Pool, as applicable) (i) cause the owner of such property described (or, in paragraph (bthe case of a Subsidiary of the Borrower that, directly or indirectly, owns any Equity Interests of an Affiliated Investor whose Investment Property is included in the Borrowing Pool, such Subsidiary) to execute a joinder to the Pledge Agreement, in form and substance reasonably satisfactory to the Administrative Agent), (c) or (d) below, and property acquired by any Excluded Foreign Subsidiary) as to which the Lender does not have a perfected Lien, promptly (iii) execute and deliver to the Lender Administrative Agent such amendments or supplements to the Guarantee and Security Agreement relevant Collateral Documents or such other documents or agreements as the Lender may require Administrative Agent shall reasonably deem necessary or advisable to grant to the Administrative Agent, for its benefit and for the benefit of the other Secured Parties, a Lien on such property (or, in the case of an Affiliated Investor whose Investment Property is included in the Borrowing Pool after the Closing Date, all of the Equity Interests held by the Borrower or any of its Subsidiaries, directly or indirectly, in such Affiliated Investor) subject to no Liens other than Liens permitted under clauses (a) and (b) of Section 7.01, (iii) deliver to the Administrative Agent (x) the items referenced in Sections 4.01(a)(iii), (iv) and (v), with respect to the owner of such property or the direct and indirect owners of Equity Interests of such Affiliated Investor, as applicable, and (y) a favorable opinion of counsel (which counsel shall be reasonably acceptable to the Administrative Agent), addressed to the Administrative Agent and each Lender, a perfected first priority security interest in as to such matters concerning the owner of such property or the direct and indirect owners of Equity Interests of such Affiliated Investor, as applicable, and the Loan Documents as the Administrative Agent may reasonably request and (iiiv) take all actions required necessary to cause such Lien to be duly perfected in accordance with all applicable Laws, including, without limitation, the delivery of the certificates (if any) representing Equity Interests (together with undated stock powers or other appropriate instruments of transfer executed and delivered in blank by a duly authorized officer of the Lender to grant to the Lender a perfected first priority security interest in holder(s) of such property, including Equity Interests) and the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Security Agreement or by law or as may be reasonably requested by the Lender. (b) With respect Administrative Agent; provided, that notwithstanding the foregoing, neither the Borrower nor any Subsidiary thereof shall be required to any fee interest in any real property having a value (together with improvements thereof) of at least $100,000 acquired after the Closing Date by any Group Member, promptly pledge (i) execute and deliver a first priority Mortgage, in favor of the Lender covering such real property, (ii) if requested by the Lender, provide the Lender 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 specified by the Lender), together with such endorsements as the Lender may require, (B) a current ALTA survey of such real property, together with a surveyor's certificate, (C) an environmental site assessment report for such real property, (D) an appraisal of such real property, and (E) such consents, waivers, and estoppels, and intercreditor, attornment and subordination agreements as may be required by the Lender in connection with such Mortgage, each of the foregoing to be in scope, form and substance satisfactory to the Lender, and (iii) 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, satisfactory to the Lender. (c) With respect to any new Material Subsidiary (other than an Excluded Foreign Subsidiary) which is 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), promptly (i) execute and deliver to the Lender such amendments to the Guarantee and Security Agreement and take such other action as the Lender may require to grant to the Lender, for the benefit of the Lender, a perfected first priority security interest in the Equity Interests of such new Material Subsidiary that is owned by any Group Member, (ii) deliver to the Lender the certificates representing such Equity Interests, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Group Member, (iii) cause such new Material Subsidiary (A) to become a party to the Guarantee and Security Agreement, (B) to take all actions required by the Lender to grant to the Lender a perfected first priority security interest in the Collateral described in the Guarantee and Security Agreement with respect to such new Material Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Security Agreement or by law or as may be requested by the Lender and (C) to deliver to the Lender a certificate of such Material Subsidiary, substantially in the form of Exhibit B, 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, satisfactory to the Lender. (d) With respect to any new Excluded Foreign Subsidiary that is a Material Subsidiary which is 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) execute and deliver to the Lender such amendments to the Guarantee and Security Agreement and take such other action as the Lender may require to grant to the Lender a perfected first priority security interest in the Equity Interests of such new Material Subsidiary that is owned by any such Group Member (provided that in no event shall more than 66% of the total voting power of all outstanding voting Voting Equity Interests of any Subsidiary that is a first-tier controlled foreign corporation (as defined in Section 957(a) of the Code) to the extent the pledge of a greater percentage of such new Material Subsidiary be required Voting Equity Interests would result in adverse tax consequences to be so pledged), the Borrower and (ii) any of the Voting Equity Interests of any Second-Tier CFC to the extent that a pledge of such Voting Equity Interests would result in adverse tax consequences to the Borrower. The Borrower shall otherwise take such actions and execute and/or deliver to the Lender Administrative Agent such documents as the certificates representing such Equity InterestsAdministrative Agent shall reasonably require to confirm the validity, together with undated stock powers, in blank, executed perfection and delivered by a duly authorized officer priority of the relevant Group Member and take Lien of the Collateral Documents on such other action as may be required by the Lender to perfect the Lender's security interest therein, and (iii) 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, satisfactory to the Lenderproperties.

Additional Collateral. (a) With respect to any property acquired after the Closing Date date hereof by the Borrower or any Group Member Loan Party that is a Subsidiary of the Borrower (other than (x) any property described in paragraph (bSections 6.16(b), (c) or (d), (y) below, any property subject to a Lien expressly permitted by Section 8.01 and (z) property acquired by any Excluded Foreign Subsidiary) as to which the Lender does not have a perfected Lienlien, promptly (i) execute and deliver to the Lender such amendments to the Guarantee Security Documents (as applicable) and Security Agreement or such other documents or agreements as the Lender may require deems necessary or advisable to grant to the Lender, Lender a perfected first priority security interest in such property and (ii) take all actions required by the Lender necessary or advisable to grant to the Lender a perfected first priority security interest in such property, including the filing of Uniform Commercial Code UCC financing statements in such jurisdictions as may be required by the Guarantee and Security Agreement Documents or by law or as may be requested by the Lender. (b) With respect to any fee interest in any real property having a value (together with improvements thereof) of at least $100,000 250,000 acquired after the Closing Date date hereof by the Borrower or any Loan Party that is a Subsidiary of the Borrower (other than (x) any such real property subject to a Lien expressly permitted by Section 8.01 and (z) real property acquired by any Group MemberForeign Subsidiary), promptly (i) execute and deliver a first priority Mortgagemortgage instrument, in favor of the Lender covering such real property, (ii) if requested by the Lender, provide the Lender with (Ax) 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 Lender), together with such endorsements ) as the Lender may require, (B) well as a current ALTA survey of such real propertythereof, together with a surveyor's certificate, (C) an environmental site assessment report for such real property, (D) an appraisal of such real property, ’s certificate and (Ey) such consents, waivers, and estoppels, and intercreditor, attornment and subordination agreements as may be required any consents or estoppels reasonably deemed necessary or advisable by the Lender in connection with such Mortgagemortgage instrument, each of the foregoing to be in scope, form and substance reasonably satisfactory to the Lender, Lender and (iii) 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. (c) With respect to any new Material Subsidiary (other than an Excluded Unrestricted MSB Subsidiary or a Foreign Subsidiary) which is created or acquired after the Closing Date date hereof by the Borrower or any Group Member Loan Party that is a Subsidiary of the Borrower (which, for the purposes of this paragraph (cSection 6.17(c), shall include any existing Subsidiary that ceases to be a Foreign Subsidiary and any existing Unrestricted MSB Subsidiary that ceases to be an Excluded Foreign Unrestricted MSB Subsidiary), promptly (i) execute and deliver to the Lender such amendments a joinder and/or supplement (as the case may be) to the Guarantee and Security Guaranty Agreement and take the applicable Security Documents, pursuant to which it shall join the Guaranty and the Security Documents to which each of the Guarantors is a party and such other action documents as the Lender may require deems necessary or advisable to grant to the Lender, for the benefit of the Lender, Lender a perfected first priority security interest in the Equity Interests equity interests of such new Material Subsidiary that is owned by any Group MemberLoan Party, (ii) deliver to the Lender the certificates certificates, if any, representing such Equity Interests, together with with, if applicable, undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Group Membersuch Person, (iii) cause such new Material Subsidiary (A) to become a party to the Guarantee and Security Agreement, (B) to take all such actions required by the Lender necessary or advisable to grant to the Lender a perfected first priority security interest in the Collateral described in the Guarantee and applicable Security Agreement Documents with respect to such new Material Subsidiary, including the filing of Uniform Commercial Code UCC financing statements in such jurisdictions as may be required by the Guarantee and such Security Agreement Documents or by law or as may be requested by the Lender and (C) to deliver to the Lender a certificate certified copy of the Organizational Documents of such Material Subsidiary, substantially in and a certified copy of all documents authorizing such Subsidiary’s execution, delivery and performance of the form of Exhibit B, with appropriate insertions Guaranty Agreement and attachmentsthe Security Documents to which it is a party, 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. (d) With respect to any new Excluded Foreign Subsidiary that is a Material Subsidiary which is created or acquired after the Closing Date date hereof by the Borrower or any Group Member (other than by any Group Member Loan Party that is an Excluded Foreign Subsidiary)a Subsidiary of the Borrower, promptly (i) execute and deliver to the Lender such amendments to the Guarantee Security Documents and Security Agreement and take such other action documents as the Lender may require deems necessary or advisable to grant to the Lender a perfected first priority security interest in the Equity Interests of such new Material Subsidiary that is owned by any such Group Member Loan Party (provided that in no event shall more than 66% of the total outstanding voting Equity Interests of any such new Material Subsidiary be required to be so pledged), (ii) deliver to the Lender the certificates certificates, if any, representing such Equity Interests, together with with, if applicable, undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Group Member such Loan Party, and take such other action as may be required by necessary or, in the Lender opinion of the Lender, desirable to perfect the Lender's ’s security interest therein, and (iii) 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.

Additional Collateral. (a) With respect to any property assets acquired after the Closing Effective Date by any Group Member Loan Party (other than any property assets described in paragraph (b), ) or (c) or (d) below, and 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, promptly Lien (i) execute and deliver to the Lender Administrative Agent such amendments to this Agreement or the Guarantee and relevant Security Agreement or such other documents or agreements as the Lender may require Administrative Agent or the Required Lenders deem necessary or advisable in order to grant to the LenderAdministrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such property assets, and (ii) take all actions required by the Lender necessary or advisable to grant to the Lender Administrative Agent, for the benefit of the Lenders, a perfected first priority (subject to Liens expressly permitted by Section 7.3) security interest in such propertyassets, including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and appropriate Security Agreement or by law or as may be requested by the LenderAdministrative Agent. (b) With respect to At any time when the aggregate value of any fee or leasehold interest in any real property estate (including improvements thereof) acquired after the Effective Date by the Company or any of its Subsidiaries (excluding individual parcels having a value (together with improvements thereofof less than $1,000,000) and not already subject to a mortgage or deed of at least trust exceeds $100,000 acquired after the Closing Date by any Group Member5,000,000, promptly (i) execute and deliver a first priority Mortgagemortgage or deed of trust, as the case may be (subordinate only to such mortgages or deeds of trust as are necessary to permit the Company or such Subsidiary to purchase such real estate and any other Liens expressly permitted by Section 7.3), in favor of the Lender Administrative Agent, for the benefit of the Lenders, covering such real propertyestate, in form and substance reasonably satisfactory to the Administrative Agent, (ii) if requested by the Lender, provide the Lender Lenders with (A) title and extended coverage insurance covering such real property estate in an amount at least equal to the purchase price of such real property (or such other amount estate as shall be specified by the Lender), together with such endorsements well as the Lender may require, (B) a current ALTA survey of such real propertythereof, together with a surveyor's certificate, (C) an environmental site assessment report for such real property, (D) an appraisal of such real property, and (E) such consents, waivers, and estoppels, and intercreditor, attornment and subordination agreements as may be required by the Lender certificate in connection with such Mortgage, each of the foregoing to be in scope, form and substance reasonably satisfactory to the Lender, Administrative Agent and (iii) if requested by the LenderAdministrative Agent, deliver to the Lender Administrative Agent legal opinions relating to the matters described abovein the preceding clauses (i) and (ii), which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the LenderAdministrative Agent. (c) With respect to any new Material Subsidiary (other than an Excluded a Foreign Subsidiary or the Receivables Subsidiary) which is created or acquired after the Closing Effective Date by Holdings, the Company or any Group Member (whichof its Subsidiaries, for the purposes of this paragraph (c), shall include any existing Subsidiary that ceases to be an Excluded Foreign Subsidiary), promptly (i) execute and deliver to the Lender Administrative Agent such amendments to the Guarantee and Security relevant Pledge Agreement and take such other action as the Lender may require Administrative Agent or the Required Lenders deem necessary or advisable in order to grant to the LenderAdministrative Agent, for the benefit of the LenderLenders, a perfected first priority security interest in the Equity Interests Capital Stock of such new Material Subsidiary that which is owned by Holdings, the Company or any Group Memberof its Subsidiaries, (ii) deliver to the Lender Administrative Agent the certificates representing such Equity InterestsCapital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Group MemberCompany or such Subsidiary, as the case may be, (iii) cause such new Material Subsidiary (A) to become a party to the Guarantee Subsidiary Guarantee, the Subsidiary Pledge Agreement and the Subsidiary Security Agreement, (B) to take all such actions required by the Lender necessary or advisable to grant to the Lender Administrative Agent for the benefit of the Lenders a perfected first priority (subject to Liens expressly permitted by Section 7.3) security interest in the Collateral described in the Guarantee and Subsidiary Security Agreement with respect to such new Material Subsidiary, including including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Subsidiary Security Agreement or by law or as may be requested by the Lender Administrative Agent, and (C) to deliver issue Intercompany Notes to each Loan Party (which in turn shall be endorsed in blank and pledged by the relevant Loan Party to the Lender a certificate Administrative Agent for the benefit of such Material the Lenders pursuant to the relevant Pledge Agreement), (iv) in the case of the Company and each existing Subsidiary, substantially issue Intercompany Notes to such new Subsidiary (which in turn shall be endorsed in blank and pledged by such new Subsidiary to the form Administrative Agent for the benefit of Exhibit B, with appropriate insertions and attachmentsthe Lenders pursuant to the Subsidiary Pledge Agreement), and (ivv) if requested by the LenderAdministrative Agent, deliver to the Lender Administrative Agent legal opinions relating to the matters described abovein the preceding clauses (i), (ii), (iii) and (iv), which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the LenderAdministrative Agent. (d) With respect to any new Excluded Foreign Subsidiary that is a Material Subsidiary which is created or acquired after the Closing Effective Date by Holdings, the Company or any Group Member (other than by any Group Member that is an Excluded Foreign Subsidiary)of its Subsidiaries, promptly (i) execute and deliver to the Lender Administrative Agent such amendments to the Guarantee and Security relevant Pledge Agreement and take such other action as the Lender may require Administrative Agent or the Required Lenders deem necessary or advisable in order to grant to the Lender Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Equity Interests Capital Stock of such new Material Subsidiary that which is owned by Holdings, the Company or any such Group Member of its Subsidiaries (provided that in no event shall Capital Stock representing more than 6665% of the total outstanding voting Equity Interests power of the Capital Stock of any such new Material Subsidiary be required to be so pledged), ) and (ii) deliver to the Lender Administrative Agent the certificates representing such Equity InterestsCapital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of Holdings, the relevant Group Member and take Company or such other action Subsidiary, as the case may be required by the Lender to perfect the Lender's security interest therein, and (iii) 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, satisfactory to the Lenderbe.

Additional Collateral. (a) With respect to any property acquired after the Closing Date by any Group Member (other than any property described in paragraph (b), (c) or (d) below, property of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Inc., property of Global Financial Services and property acquired by any Excluded Foreign Subsidiary) as to which the Lender does not have a perfected Lien, promptly (i) execute and deliver to the Lender such amendments to the Guarantee and Security Agreement or such other documents or agreements as the Lender may require to grant to the Lender, a perfected first priority security interest in such property and (ii) take all actions required by the Lender to grant to the Lender a perfected first priority security interest in such property, including the filing of Uniform Commercial Code UCC financing statements in such jurisdictions as may be required by the Guarantee and Security Agreement or by law or as may be requested by the Lender. (b) With respect to any fee interest in any real property having a value (together with improvements thereof) of at least $100,000 acquired after the Closing Date by any Group Member, promptly (i) execute and deliver a first priority Mortgage, in favor of the Lender covering such real property, (ii) if requested by the Lender, provide the Lender 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 specified by the Lender), together with such endorsements as the Lender may require, (B) a current ALTA survey of such real property, together with a surveyor's certificate, (C) an environmental site assessment report for such real property, (D) an appraisal of such real property, and (E) such consents, waivers, and estoppels, and intercreditor, attornment and subordination agreements as may be required by the Lender in connection with such Mortgage, each of the foregoing to be in scope, form and substance satisfactory to the Lender, and (iii) 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, satisfactory to the Lender. (c) With respect to any new Material Subsidiary (other than an Excluded Foreign Subsidiary) which is 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), promptly (i) execute and deliver to the Lender such amendments to the Guarantee and Security Agreement and take such other action as the Lender may require to grant to the Lender, for the benefit of the Lender, a perfected first priority security interest in the Equity Interests of such new Material Subsidiary that is owned by any Group Member, (ii) deliver to the Lender the certificates representing such Equity Interests, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Group Member, (iii) cause such new Material Subsidiary (A) to become a party to the Guarantee and Security Agreement, (B) to take all actions required by the Lender to grant to the Lender a perfected first priority security interest in the Collateral described in the Guarantee and Security Agreement with respect to such new Material Subsidiary, including the filing of Uniform Commercial Code UCC financing statements in such jurisdictions as may be required by the Guarantee and Security Agreement or by law or as may be requested by the Lender and (C) to deliver to the Lender a certificate of such Material Subsidiary, substantially in the form of Exhibit BA, 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, satisfactory to the Lender. (d) With respect to any new Excluded Foreign Subsidiary that is a Material Subsidiary which is 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) execute and deliver to the Lender such amendments to the Guarantee and Security Agreement and take such other action as the Lender may require to grant to the Lender a perfected first priority security interest in the Equity Interests of such new Material Subsidiary that is owned by any such Group Member (provided that in no event shall more than 66% of the total outstanding voting Equity Interests of any such new Material Subsidiary be required to be so pledged), (ii) deliver to the Lender the certificates representing such Equity Interests, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Group Member and take such other action as may be required by the Lender to perfect the Lender's security interest therein, and (iii) 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, satisfactory to the Lender.

Additional Collateral. (a) With respect to any personal property acquired after the Closing Date by the Borrower or any Group Member of its Subsidiaries (other than (x) any property described in paragraph subject to a Lien expressly permitted by Section 7.3 and (b), (cy) or (d) below, and property acquired by any Excluded Foreign SubsidiaryExempted Property) as to which the Lender Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien, promptly (i) execute and deliver to the Lender Administrative Agent such amendments or supplements to the Guarantee and Collateral Agreement (or, in the case of any Aircraft Asset or Aircraft Asset Lease, the Aircraft Asset Security Agreement and the Assignment of Lease) or such other documents or agreements as the Lender may require Administrative Agent deems necessary or advisable to grant to the LenderAdministrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such property and (ii) take all actions required by the Lender necessary or advisable to grant to the Lender Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Security Collateral Agreement or by law the taking of the actions specified in Section 5.2(g) or as may be reasonably 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 $100,000 500,000 acquired after the Closing Date by the Borrower or any Group Memberof its Subsidiaries, promptly (i) execute and deliver a first priority Mortgagemortgage, 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 (Ax) 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 Lender), together with such endorsements Administrative Agent) as the Lender may require, (B) well as a current ALTA survey of such real propertythereof, together with a surveyor's certificate, (C) an environmental site assessment report for such real property, (D) an appraisal of such real property, ’s certificate and (Ey) such consents, waivers, and estoppels, and intercreditor, attornment and subordination agreements as may be required any consents or estoppels reasonably deemed necessary or advisable by the Lender Administrative Agent in connection with such Mortgagemortgage, each of the foregoing to be in scope, form and substance reasonably satisfactory to the Lender, Administrative Agent and (iii) 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. With respect to any real property leased by Borrower or any of its Subsidiaries after the Closing Date, the Borrower shall have obtained from each Person with any interest in the real property and/or the improvements thereon (whether as fee owner, landlord, tenant, ground lessor, mortgagee, leasehold mortgagee, beneficiary of deed of trust, beneficiary of leasehold deed of trust or otherwise), a waiver of any and all right or interest that such Person may otherwise have in the inventory and other Collateral and such Person’s consent, if applicable, to access by the Administrative Agent or its representative to the premises in connection with the exercise of any rights or remedies under or pursuant to the Security Documents pursuant to a Landlord Consent and, if in the reasonable opinion of the Administrative Agent, such real property lease is material to the continued operation of the business of the Borrower and its Subsidiaries, the Borrower shall assign such real estate lease to the Administrative Agent pursuant to a Collateral Lease Assignment. (c) With respect to any new Material Subsidiary (other than an Excluded Foreign Subsidiary) which is created or acquired after the Closing Date by Borrower or any Group Member (which, for the purposes of this paragraph (c), shall include any existing Subsidiary that ceases to be an Excluded Foreign Subsidiary)its Subsidiaries, promptly (i) execute and deliver to the Lender Administrative Agent such amendments to the Guarantee and Security Collateral Agreement and take such other action as the Lender may require Administrative Agent deems necessary or advisable to grant to the LenderAdministrative Agent, for the benefit of the LenderLenders, a perfected first priority security interest in the Equity Interests Capital Stock of such new Material Subsidiary that is owned by the Borrower or any Group Memberof its Subsidiaries, (ii) deliver to the Lender Administrative Agent the certificates representing such Equity InterestsCapital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Group MemberLoan Party, (iii) cause such new Material Subsidiary (A) to become a party to the Guarantee and Collateral Agreement and, if applicable, the Aircraft Asset Security Agreement, (B) to take all such actions required by the Lender necessary or advisable to grant to the Lender Administrative Agent for the benefit of the Lenders a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement and the Aircraft Asset Security Agreement with respect to such new Material Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or the taking of the actions specified in Section 5.2(g) or the Aircraft Asset Security Agreement Agreement, as the case may be, or by law or as may be reasonably requested by the Lender Administrative Agent and (C) to deliver to the Lender Administrative Agent a certificate of such Material Subsidiary, substantially in the form of Exhibit BB to the Guarantee and Collateral Agreement, 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 LenderAdministrative Agent. (d) With respect to any new Excluded Foreign Deposit Account acquired by the Borrower or any Subsidiary that is a Material Subsidiary which is created or acquired after the Closing Date by any Group Member (other than by any Group Member that is Closing, cause an Excluded Foreign Subsidiary), promptly (i) execute and deliver to the Lender such amendments to the Guarantee and Security Agreement and take such other action as the Lender may require to grant to the Lender a perfected first priority security interest account control agreement substantially in the Equity Interests of such new Material Subsidiary that is owned by any such Group Member (provided that in no event shall more than 66% form of the total outstanding voting Equity Interests of any such new Material Subsidiary be required Account Control Agreement to be so pledged), (ii) deliver to the Lender the certificates representing such Equity Interests, together with undated stock powers, in blank, duly executed and delivered by a duly authorized officer of the relevant Group Member account holder, the account bank/broker and take such other action as may be required by the Lender to perfect the Lender's security interest therein, and (iii) 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, satisfactory to the LenderAdministrative Agent.

Additional Collateral. (a) With respect to any property acquired after the Closing Date by any Group Member Loan Party (other than (x) any property described in paragraph (b), (c) or (d) below, (y) any leased real property or any personal property excluded from the grant of the security interest granted under the Security Agreement and (z) any property acquired subject to a Lien expressly permitted by any Excluded Foreign SubsidiarySection 5.2(f)) as to which the Lender Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien, promptly (i) execute and deliver to the Lender Administrative Agent such amendments to the Guarantee and Security Agreement or such other documents or agreements as the Lender may require Administrative Agent reasonably deems necessary to grant to the LenderAdministrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such property and (ii) take all actions required by the Lender reasonably necessary to grant to the Lender Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such propertyProperty, including the filing of Uniform Commercial Code UCC financing statements in such jurisdictions as may be required by the Guarantee and Security Agreement or by law or as may be reasonably 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 $100,000 500,000 acquired after the Closing Date by any Group MemberLoan Party, or owned by any new Subsidiary that becomes a Loan Party as provided in clause (c) below after the Closing Date (other than any such real property subject to a Lien expressly permitted by Section 5.2(f)), promptly (i) execute and deliver a first priority Mortgage, 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 (Ax) 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 Lender), together with such endorsements Administrative Agent) as the Lender may require, (B) well as a current ALTA survey of such real propertythereof, together with a surveyor's certificate, (C) an environmental site assessment report for such real property, (D) an appraisal of such real property, ’s certificate and (Ey) such consents, waivers, and estoppels, and intercreditor, attornment and subordination agreements as may be required any consents or estoppels reasonably deemed necessary by the Lender Administrative Agent in connection with such Mortgage, each of the foregoing to be in scope, form and substance reasonably satisfactory to the Lender, Administrative Agent and (iii) 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 and (iv) deliver to the Administrative Agent a completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to the such real property (together with a notice about special floor hazard area status and floor disaster assistance duly executed by the Borrower and each Loan Party relating thereto) and if such real property is located in a special flood hazard area, evidence of flood insurance in form and amount reasonably satisfactory to the Administrative Agent. (c) With respect to any new Material Subsidiary (other than an Excluded Foreign Subsidiary) which is created or acquired after the Closing Date by any Group Member Loan Party, within 30 days after such creation or acquisition (which, for or such longer period as the purposes of this paragraph (c), shall include any existing Subsidiary that ceases to be an Excluded Foreign Subsidiary), promptly Administrative Agent may provide in its sole discretion) (i) execute and deliver to the Lender Administrative Agent such amendments to the Guarantee and Security Agreement and take such other action as the Lender may require Administrative Agent reasonably deems necessary to grant to the LenderAdministrative Agent, for the benefit of the LenderLenders, a perfected first priority security interest in the Equity Interests of such new Material Subsidiary that is owned by any Group MemberLoan Party, (ii) deliver to the Lender Administrative Agent the certificates representing such Equity Interests, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Group MemberLoan Party, (iii) cause such new Material Subsidiary (A) to become a party to this Agreement and the Guarantee and Security Agreement, (B) to take all such actions required by the Lender reasonably necessary to grant to the Lender Administrative Agent for the benefit of the Lenders a perfected first priority security interest (except as to Liens permitted by Section 5.2) in the Collateral described in the Guarantee and Security Agreement with respect to such new Material Subsidiary, including including, if applicable, the filing of Uniform Commercial Code UCC financing statements in such jurisdictions as may be required by the Guarantee and Security Agreement or by law or as may be requested by the Lender Administrative Agent and (C) to deliver to the Lender Administrative Agent a closing certificate (with insertions and attachments as required in Section 7.1(g)) of such Material Subsidiary, substantially in the form of Exhibit B, 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 LenderAdministrative Agent. (d) With respect to any new first-tier Excluded Foreign Subsidiary that is a Material Subsidiary which is created or acquired after the Closing Date by any Group Member Loan Party, within 45 days after such creation or acquisition (other than by any Group Member that is an Excluded Foreign Subsidiary), promptly or such longer period as the Administrative Agent may provide in its sole discretion) (i) execute and deliver to the Lender Administrative Agent such amendments to the Guarantee and Security Agreement and take such other action (or a separate Collateral Document) as the Lender may require Administrative Agent reasonably deems necessary to grant to the Lender Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Equity Interests of such new Material Subsidiary that is owned by any such Group Member Loan Party (provided that in no event shall more than 66% of the total outstanding voting Equity Interests of any such new Material Subsidiary be required to be so pledged), (ii) deliver to the Lender Administrative Agent the certificates representing such Equity Interests, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Group Member Loan Party, and take such other action as may be required by reasonably necessary or, in the Lender reasonable opinion of the Administrative Agent, desirable to perfect the Lender's Administrative Agent’s security interest therein, and (iii) 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 LenderAdministrative Agent.

Additional Collateral. (a) With respect to Promptly upon the acquisition or receipt by Issuer or any property acquired after the Closing Date by any Group Member (other than any property described in paragraph (b), (c) or (d) below, and property acquired by any Excluded Foreign Subsidiary) as to which the Lender does not have a perfected Lien, promptly Pledgor of After-Acquired Property: (i) execute Issuer or the applicable Pledgor, as the case may be, and deliver the Trustee will, if necessary, enter into such amendments or supplements to the Lender Security Documents (in registerable or recordable form) and other Security Documents, and Issuer shall cause such amendments amendments, supplements and other Security Documents to the Guarantee be filed and Security Agreement or recorded in all such other documents or agreements governmental offices as the Lender may require shall be necessary in order to grant to the Lender, and create a perfected first valid second priority Lien on and security interest in such property After-Acquired Property in favor of the Trustee (subject to no Liens except Collateral Permitted Liens), and (ii) take all actions required by the Lender Issuer shall cause appropriate financing statements to grant be filed in such governmental offices as shall be reasonably necessary in order to the Lender a perfected first priority perfect any security interest in such propertyAfter-Acquired Property as to which a security interest may, including under the UCC of the applicable jurisdiction, be perfected by the filing of Uniform Commercial Code a financing statements in statement and, if any such jurisdictions After-Acquired Property consists of stock certificates, promissory notes or other property as to which, under the relevant UCC, a security interest may be required perfected only by possession, subject to the Guarantee terms and conditions of the Security Agreement Documents, deliver such certificates, promissory notes and other property, together with stock powers or by law or as may be requested by assignments duly endorsed in blank, to the Lender.Trustee; (bii) With respect to any fee interest in any real the case of After-Acquired Property which constitutes personal property having a value in excess of $10,000,000, and to the extent additional recordings, registrations or filings are necessary to create and/or perfect a Security Interest in such personal property under the Security Documents, Issuer or the applicable Pledgor, as the case may be, shall also deliver to the Trustee the following: (together with improvements thereofA) an Opinion of at least $100,000 acquired after Counsel substantially to the Closing Date by effect that, in the opinion of such counsel, the applicable Security Documents and all other instruments of further assurance or assignment have been properly recorded, registered and filed to the extent necessary to create and/or perfect the Security Interests in such personal property under the Security Documents and reciting the details of such action and stating that as to such Security Interests under such Security Documents, such recordings, registrations and filings are the only recordings, registrations and filings necessary to give notice thereof and no re-recordings, re-registrations or refilings are necessary to maintain such notice (other than as stated in such opinion); (B) an Officers' Certificate of Issuer stating that any Group Memberspecific Liens on such personal property are Collateral Permitted Liens; and (C) evidence of payment or a closing statement indicating payments to be made of all filing fees, promptly recording charges, transfer taxes and other costs and expenses including reasonable legal fees and disbursements of counsel for the Trustee (and any local counsel) that may be incurred to validly and effectively subject such personal property to the Lien of any applicable Security Document to perfect such Liens; (iii) Issuer or the applicable Pledgor shall deliver to the Trustee an Opinion of Counsel and an Officers' Certificate to the effect that the documents that have been or are therewith delivered to the Trustee pursuant to this Section 12.1(b) (including any amendments, supplements or other Security Documents referred to in paragraph (i) execute and deliver a first priority Mortgage, in favor of the Lender covering such real property, (iiabove) if requested by the Lender, provide the Lender with (A) title and extended coverage insurance covering such real property in an amount at least equal conform to the purchase price of such real property (or such other amount as shall be specified by the Lender), together with such endorsements as the Lender may require, (B) a current ALTA survey of such real property, together with a surveyor's certificate, (C) an environmental site assessment report for such real property, (D) an appraisal of such real property, and (E) such consents, waivers, and estoppels, and intercreditor, attornment and subordination agreements as may be required by the Lender in connection with such Mortgage, each of the foregoing to be in scope, form and substance satisfactory to the Lender, and (iii) 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, satisfactory to the Lender. (c) With respect to any new Material Subsidiary (other than an Excluded Foreign Subsidiary) which is created or acquired after the Closing Date by any Group Member (which, for the purposes requirements of this paragraph (c), shall include any existing Subsidiary that ceases to be an Excluded Foreign Subsidiary), promptly (i) execute and deliver to the Lender such amendments to the Guarantee and Security Agreement and take such other action as the Lender may require to grant to the Lender, for the benefit of the Lender, a perfected first priority security interest in the Equity Interests of such new Material Subsidiary that is owned by any Group Member, (ii) deliver to the Lender the certificates representing such Equity Interests, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Group Member, (iii) cause such new Material Subsidiary (A) to become a party to the Guarantee and Security Agreement, (B) to take all actions required by the Lender to grant to the Lender a perfected first priority security interest in the Collateral described in the Guarantee and Security Agreement with respect to such new Material Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Security Agreement or by law or as may be requested by the Lender and (C) to deliver to the Lender a certificate of such Material Subsidiary, substantially in the form of Exhibit B, 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, satisfactory to the LenderIndenture. (d) With respect to any new Excluded Foreign Subsidiary that is a Material Subsidiary which is 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) execute and deliver to the Lender such amendments to the Guarantee and Security Agreement and take such other action as the Lender may require to grant to the Lender a perfected first priority security interest in the Equity Interests of such new Material Subsidiary that is owned by any such Group Member (provided that in no event shall more than 66% of the total outstanding voting Equity Interests of any such new Material Subsidiary be required to be so pledged), (ii) deliver to the Lender the certificates representing such Equity Interests, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Group Member and take such other action as may be required by the Lender to perfect the Lender's security interest therein, and (iii) 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, satisfactory to the Lender.

Additional Collateral. (a) With respect to any owned real property acquired or fixtures located on owned real property, in each case with a purchase price or a fair market value of at least $1,000,000, in which the Company or any of its Subsidiaries acquires ownership rights at any time after the Closing Date by any Group Member date hereof, promptly grant to the Secured Parties, a Lien of record on all such owned real property and fixtures, upon terms reasonably satisfactory in form and substance to such Secured Parties (other than any property described in paragraph (bit being understood that such Lien shall be subject to the Intercreditor Agreement), and in accordance with any applicable requirements of any Governmental Authority (c) or (d) belowincluding, without limitation, any appraisals of such property under the Financial Institutions Reform, Recovery and property acquired Enforcement Act of 1989 which any Secured Party reasonably deems to be required by any Excluded Foreign Subsidiary) as to which the Lender does not have a perfected Lienlaw), promptly provided that (i) execute and deliver to nothing in this Section 7.9(a) shall defer or impair the Lender such amendments to the Guarantee and Security Agreement attachment or such other documents or agreements as the Lender may require to grant to the Lender, a perfected first priority perfection of any security interest in such property any Collateral covered by any of the Note Security Documents which would attach or be perfected pursuant to the terms thereof without action by the Company, any of its Subsidiaries or any other Person and (ii) take all actions no such Lien shall be required to be granted as contemplated by this Section 7.9(a) on any owned real property or fixtures the Lender acquisition of which is financed as permitted by Section 8.1(b)(iv), until such Indebtedness is repaid in full (and not refinanced as permitted by Section 8.1(b)(iv)) or, as the case may be, the Company or its Subsidiary determines not to proceed with such financing or refinancing. In connection with any such grant to the Lender Secured Parties of a perfected first priority security interest Lien of record on any such real property in accordance with this Section 7.9(a), the Company or such Subsidiary shall deliver or cause to be delivered to the Secured Parties any surveys, title insurance policies, environmental reports and other documents in connection with such grant of such Lien obtained by it in connection with the acquisition of such ownership rights in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Security Agreement or by law real property or as may any Secured Party shall reasonably request (in light of the value of such real property and the cost and availability of such surveys, title insurance policies, environmental reports and other documents and whether the delivery of such surveys, title insurance policies, environmental reports and other documents would be requested by the Lendercustomary in connection with such grant of such Lien in similar circumstances). (b) With respect to any fee interest in any real property having Person that, subsequent to the date hereof, becomes a value Domestic Subsidiary or Foreign Subsidiary Holdco (together other than to the extent that compliance with improvements thereofthis Section 7.9(b) of at least $100,000 acquired after would have an adverse tax consequence to the Closing Date by any Group MemberCompany), promptly upon the request of any Secured Party: (iA) execute and deliver a first priority Mortgagedeliver, in favor of the Lender covering such real propertyor cause to be executed and delivered, (ii) if requested by the Lender, provide the Lender 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 specified by the Lender), together with such endorsements as the Lender may require, (B) a current ALTA survey of such real property, together with a surveyor's certificate, (C) an environmental site assessment report for such real property, (D) an appraisal of such real property, and (E) such consents, waivers, and estoppels, and intercreditor, attornment and subordination agreements as may be required by the Lender in connection with such Mortgage, each of the foregoing to be in scope, form and substance satisfactory to the Lender, and (iii) 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, satisfactory to the Lender. (c) With respect to any new Material Subsidiary (other than an Excluded Foreign Subsidiary) which is created or acquired after the Closing Date by any Group Member (whichInvestor, for the purposes benefit of this paragraph (c)the Secured Parties, shall include any existing Subsidiary that ceases to be an Excluded Foreign Subsidiary), promptly (i) execute and deliver to the Lender a new pledge agreement or such amendments to the Guarantee and Security Collateral Agreement and take such other action as the Lender may require any Secured Party shall reasonably deem necessary or reasonably advisable to grant to the Lender, for Secured Parties a Lien on the benefit of the Lender, a perfected first priority security interest in the Equity Interests Capital Stock of such new Material Subsidiary that which is owned by the Company or any Group Member, of its Domestic Subsidiaries (iiprovided that in no event shall more than sixty-five percent (65%) of the Capital Stock of any Foreign Subsidiary Holdco be required to be so pledged; and it being understood that such Lien shall be subject to the Intercreditor Agreement) and (B) (subject to the terms of the Guarantee and Collateral Agreement) deliver to the Lender Secured Parties the certificates (if any) representing such Equity InterestsCapital Stock, together with undated stock powers, in blank, powers executed and delivered in blank by a duly authorized officer of the relevant Group MemberCompany or such Subsidiary, as the case may be; and (iiiii) cause any such new Material Domestic Subsidiary (A) to become a party to the Guarantee and Security Collateral Agreement, in each case pursuant to documentation which is in form and substance reasonably satisfactory to the Secured Parties, and (B) to take all actions required reasonably deemed by any Secured Party to be necessary or reasonably advisable to cause the Lender to grant to the Lender a perfected first priority security interest in the Collateral described in Lien created by the Guarantee and Security Collateral Agreement to be duly perfected in accordance with respect to such new Material Subsidiaryall applicable Requirements of Law, including including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Security Agreement or by law or as may be reasonably requested by the Lender and (C) to deliver to the Lender a certificate of such Material Subsidiary, substantially in the form of Exhibit B, 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, satisfactory to the Lenderany Secured Party. (dc) With respect to any new Excluded Person that, subsequent to the date hereof, becomes a Foreign Subsidiary that is a Material Subsidiary which is created or acquired after the Closing Date by any Group Member (other than by any Group Member a Foreign Subsidiary Holdco) and which has Capital Stock that is an Excluded owned directly by the Company or a Domestic Subsidiary (other than Acterna WG) and with respect to any Foreign SubsidiarySubsidiary of Acterna WG that, subsequent to the date hereof, becomes a direct Subsidiary of the Company or of a Domestic Subsidiary (other than Acterna WG), promptly promptly, upon the request of any Secured Party, (i) execute and deliver to the Lender Secured Parties a new Foreign Pledge Agreement or such amendments to the relevant Foreign Pledge Agreement or the Guarantee and Security Collateral Agreement and take such other action as the Lender may require any Secured Party shall reasonably deem necessary or reasonably advisable to grant to the Lender Secured Parties a perfected first priority security interest in Lien on the Equity Interests Capital Stock of such new Material Foreign Subsidiary that is owned directly by the Company or any such Group Member of its Domestic Subsidiaries (other than Acterna WG) (provided that in no event shall more than 66% sixty-five percent (65%) of the total outstanding voting Equity Interests Capital Stock of any such new Material Subsidiary be required to be so pledged), ; and it being understood that such Lien shall be subject to the Intercreditor Agreement) and (ii) to the extent deemed advisable by any Secured Party (subject to the terms of the Guarantee and Collateral Agreement) deliver to the Lender Secured Parties the certificates (if any) representing such Equity InterestsCapital Stock, together with undated stock powers, in blank, powers executed and delivered in blank by a duly authorized officer of the relevant Group Member Company or such Subsidiary, as the case may be. (d) Notwithstanding anything to the contrary contained herein, the Company and take such other action as may its Subsidiaries shall not be required to (x) make the representations and warranties set forth in Section 4 of the Guarantee and Collateral Agreement or Sections 3.2, 3.6 or 3.18 of this Agreement or (y) comply with the covenants set forth in Sections 5.2.1, 5.2.2, 5.2.4, 5.2.6, 5.2.7, 5.2.8, 5.2.9(b), 5.2.10, 5.2.11, 5.3.1, 5.3.2(iii), 5.3.3 or 6.7 of the Guarantee and Collateral Agreement with respect to any Inactive Subsidiary or any property or assets thereof so long as such Subsidiary is an Inactive Subsidiary, and the exclusions of Inactive Subsidiaries from representations and warranties and covenants described in this clause (ii) shall be given effect by appropriate modifications (which shall be reasonably acceptable to each Secured Party and the Company) to the assumption agreement entered into by the Lender Inactive Subsidiaries pursuant to perfect Section 8.15 of the Lender's security interest therein, Guarantee and Collateral Agreement. (iiie) if requested by Comply with subsection 14.15 of the Lender, deliver to Credit Agreement (entitled Limitation on Inactive Subsidiaries) as in effect on the Lender legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, satisfactory to the LenderClosing Date.

Additional Collateral. (a) With respect to any property acquired after the Closing Date by the Company or any Group Member Subsidiary Guarantor (other than (x) any property described in paragraph (b), (c), (d), (e), (f) or (dg) below, (y) any property subject to a Lien expressly permitted by subsection 7.3(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, promptly (i) execute and deliver to the Lender Administrative Agent such amendments to the Guarantee and Security Collateral Agreement or such other documents or agreements as the Lender may require Administrative Agent deems necessary or advisable to grant to the LenderAdministrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such property and (ii) take all actions required by the Lender necessary or advisable to grant to the Lender Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Security Collateral Agreement or by law or as 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 $100,000 500,000 acquired after the Closing Date by the Company or any Group MemberSubsidiary Guarantor (other than (x) any such real property subject to a Lien expressly permitted by Section 7.3(g) and (z) real property acquired by any Foreign Subsidiary), promptly (i) execute and deliver a first priority Mortgagemortgage or deed of trust, as applicable, 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 (Ax) 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 Lender), together with such endorsements Administrative Agent) as the Lender may require, (B) well as a current ALTA survey of such real propertythereof, together with a surveyor's certificate, (C) an environmental site assessment report for such real property, (D) an appraisal of such real property, certificate and (Ey) such consents, waivers, and estoppels, and intercreditor, attornment and subordination agreements as may be required any consents or estoppels reasonably deemed necessary or advisable by the Lender Administrative Agent in connection with such Mortgagemortgage or deed of trust, each of the foregoing to be in scope, form and substance reasonably satisfactory to the Lender, Administrative Agent and (iii) 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 Material Subsidiary (other than an Excluded a Foreign SubsidiarySubsidiary or Foreign Subsidiary Holding Company) which is created or acquired after the Closing Date by any Group Member (which, for the purposes of this paragraph (c)paragraph, shall include any existing Subsidiary that ceases to be an Excluded a Foreign SubsidiarySubsidiary or that becomes a Subsidiary described in clause (a) of the definition of "Subsidiary Guarantor"), by the Company or any Subsidiary Guarantor, promptly (i) execute and deliver to the Lender Administrative Agent such amendments to the Guarantee and Security Collateral Agreement and take such other action as the Lender may require Administrative Agent deems necessary or advisable to grant to the LenderAdministrative Agent, for the benefit of the LenderLenders, a perfected first priority security interest in the Equity Interests Capital Stock of such new Material Subsidiary that which is owned by the Company or any Group MemberSubsidiary Guarantor, (ii) deliver to the Lender Administrative Agent the certificates representing such Equity InterestsCapital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Group MemberCompany or such Subsidiary Guarantor, as the case may be, (iii) if 80% or more of the Equity Interests of such new Subsidiary are owned, directly or indirectly (other than indirectly through any Foreign Subsidiary) by the Company or any Subsidiary Guarantor, cause such new Material Subsidiary (A) to become a party to the Guarantee and Security Agreement, Collateral Agreement and (B) to take all such actions required by the Lender necessary or reasonably advisable to grant to the Lender Administrative Agent for the benefit of the Lenders a perfected first priority security interest in the Collateral described in the Guarantee and Security Collateral Agreement with respect to such new Material Subsidiary, including including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Security Collateral Agreement or by law or as may be requested by the Lender and (C) to deliver to the Lender a certificate of such Material Subsidiary, substantially in the form of Exhibit B, 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 reasonably satisfactory to the Administrative Agent. (d) With respect to any new Foreign Subsidiary or Foreign Subsidiary Holding Company (other than any Excluded Issuer) created or acquired after the Closing Date by the Company 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 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 Foreign Subsidiary which is owned by the Company or any Subsidiary Guarantor (provided that in no event shall more than 65% of the total outstanding 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 Company 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 under applicable law 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 LenderAdministrative Agent. (de) With respect to any new Excluded Foreign Subsidiary that is a Material Subsidiary which is created or property acquired after the Closing Date by the Canadian Borrower or any Group Member Canadian Subsidiary Guarantor (other than any property subject to a Lien expressly permitted by any Group Member that is an Excluded Foreign Subsidiarysubsection 7.3(g)) as to which the Canadian Administrative Agent, for the benefit of the Canadian Revolving Credit Lenders, does not have a perfected Lien, promptly (i) execute and deliver to the Lender Canadian Administrative Agent such amendments to the Canadian Guarantee and Security Collateral Agreement and take or such other action documents as the Lender may require Canadian Administrative Agent deems necessary or advisable to grant to the Lender Canadian Administrative Agent, for the benefit of the Canadian Revolving Credit Lenders, a security interest in such property and (ii) take all actions necessary or advisable to grant to the Canadian Administrative Agent, for the benefit of the Canadian Revolving Credit Lenders, a perfected first priority security interest (or hypothec, if applicable) in the Equity Interests of such new Material Subsidiary that is owned by any such Group Member (provided that in no event shall more than 66% of the total outstanding voting Equity Interests of any such new Material Subsidiary be required to be so pledged)property, (ii) deliver to the Lender the certificates representing such Equity Interests, together with undated stock powers, in blank, executed including filings and delivered by a duly authorized officer of the relevant Group Member and take such other action actions as may be required by the Lender Canadian Guarantee and Collateral Agreement or by law or as may be requested by the Canadian Administrative Agent. (f) With respect to perfect any fee or similar ownership interest in any real property having a value (together with improvements thereof) of at least $500,000 or the Lenderequivalent amount thereof in Canadian Dollars acquired after the Closing Date by the Canadian Borrower or any of its Subsidiaries (other than any such real property subject to a Lien expressly permitted by Section 7.3(g)), promptly (i) execute and deliver a first priority mortgage, deed of trust or hypothec, as applicable, in favor of the Canadian Administrative Agent, for the benefit of the Canadian Revolving Credit Lenders, or in favor of the Canadian Revolving Credit Lenders (if such real property is located in the Province of Quebec) covering such real property, (ii) if requested by the Canadian Administrative Agent, provide the Canadian Revolving Credit Lenders with (x) 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 Canadian Administrative Agent) as well as a current as-built survey thereof, together with a surveyor's security interest thereincertificate, and (y) any consents or estoppels reasonably deemed necessary or advisable by the Canadian Administrative Agent in connection with such mortgage, deed of trust or hypothec, each of the foregoing in form and substance reasonably satisfactory to the Canadian Administrative Agent, and (iii) if requested by the LenderCanadian Administrative Agent, deliver to the Lender it legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the LenderCanadian Administrative Agent. (g) With respect to any new Subsidiary created or acquired after the Closing Date (which, for the purposes of this paragraph, shall include any existing Subsidiary that becomes a Subsidiary described in clause (a) of the definition of "Canadian Subsidiary Guarantor") by the Canadian Borrower or any Canadian Subsidiary Guarantor, promptly (i) execute and deliver to the Canadian Administrative Agent such amendments to the Canadian Guarantee and Collateral Agreement as the Canadian Administrative Agent deems necessary or advisable in order to grant to the Canadian Administrative Agent, for the benefit of the Canadian Revolving Credit Lenders, a perfected first priority security interest in the Capital Stock of such new Subsidiary which is owned by the Canadian Borrower or any Canadian Subsidiary Guarantor, (ii) if 80% or more of the Equity Interests of such new Subsidiary are owned by the Canadian Borrower or any Canadian Subsidiary Guarantor, cause such new Subsidiary (A) to become a party to the Canadian Guarantee and Collateral Agreement, (B) to comply with the terms and provisions of the Canadian Guarantee and Collateral Agreement with respect to the registration of shares of such Capital Stock and the delivery to the Canadian Administrative Agent of certificates representing such Capital Stock, and (C) to take such other actions as may be necessary or advisable to grant to the Canadian Administrative Agent, for the benefit of the Canadian Revolving Credit Lenders, a perfected first priority security interest in the Collateral described in the Canadian Guarantee and Collateral Agreement with respect to such new Subsidiary, and (iii) if requested by the Canadian Administrative Agent, deliver to the Canadian Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance reasonably satisfactory to the Canadian Administrative Agent.

Additional Collateral. Promptly, but in any event within fifteen (15) Business Days (as such date may be extended by Agent in its discretion), following the occurrence of: (a) With respect to any property acquired after the Closing Date by any Group Member (other than any property described in paragraph acquisition of an asset, (b) any acquisition or creation of a Subsidiary by REIT or the Borrower (provided that such fifteen (15) Business Day (as such date may be extended by Agent in its discretion) period shall not commence unless and until such Subsidiary owns or acquires an asset), or (c) the refinancing, prepayment or repayment of any indebtedness of any Subsidiary of REIT or the Borrower, whether or not secured by any Real Estate, which permits, or removes or terminates (dwithout replacing) belowany prohibition on, the granting of any pledge of Equity Interests or Distribution Interests (or any portion thereof) in any such Subsidiary, the Borrower shall, and property acquired by any Excluded Foreign Subsidiary) as to which the Lender does not have a perfected Lienshall cause each of its Subsidiaries to, promptly (i) execute and deliver to such documents, instruments, agreements and certificates as the Lender such Agent may reasonably request, including any amendments to the Guarantee and or additional Security Agreement or such other documents or agreements as the Lender may require Documents, in order to grant to the Lender, a perfected first priority security interest in such property and (ii) take all actions required by the Lender to grant to the Lender a perfected first priority security interest in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Security Agreement or by law or as may be requested by the Lender. (b) With respect to any fee interest in any real property having a value (together with improvements thereof) of at least $100,000 acquired after the Closing Date by any Group Member, promptly (i) execute and deliver a first priority Mortgage, in favor of the Lender covering such real property, (ii) if requested by the Lender, provide the Lender 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 specified by the Lender), together with such endorsements as the Lender may require, (B) a current ALTA survey of such real property, together with a surveyor's certificate, (C) an environmental site assessment report for such real property, (D) an appraisal of such real property, and (E) such consents, waivers, and estoppels, and intercreditor, attornment and subordination agreements as may be required by the Lender in connection with such Mortgage, each of the foregoing to be in scope, form and substance satisfactory to the Lender, and (iii) 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, satisfactory to the Lender. (c) With respect to any new Material Subsidiary (other than an Excluded Foreign Subsidiary) which is 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), promptly (i) execute and deliver to the Lender such amendments to the Guarantee and Security Agreement and take such other action as the Lender may require to grant to the LenderAgent, for the benefit of the LenderLenders, a perfected the best possible first priority lien and security interest in the as much of such Equity Interests and/or Distribution Interests (or such portion thereof) as may be granted by the Borrower and any such Subsidiary (and the Borrower covenants and agrees to, on a commercially reasonable best efforts basis, enter into loan documentation in connection with any such refinancing that permits the best possible first priority lien and security interest in as much of such new Material Subsidiary that is owned by any Group MemberEquity Interests and/or Distribution Interests (or such portion thereof) in favor of the Agent and the Lenders). In connection with the delivery of such documents, (ii) instruments, agreements and certificates, the Borrower shall also deliver to the Lender the certificates representing Agent such Equity Interestsloan documents, together with undated stock powersorganizational agreements, in blankUCC search results, executed resolutions, consents, opinions and delivered by a duly authorized officer of the relevant Group Member, (iii) cause such new Material Subsidiary (A) to become a party to the Guarantee other documents and Security Agreement, (B) to take all actions required by the Lender to grant to the Lender a perfected first priority security interest in the Collateral described in the Guarantee and Security Agreement with respect to such new Material Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Security Agreement or by law or as may be requested by the Lender and (C) to deliver to the Lender a certificate of such Material Subsidiary, substantially in the form of Exhibit B, 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, satisfactory to the Lender. (d) With respect to any new Excluded Foreign Subsidiary that is a Material Subsidiary which is 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) execute and deliver to the Lender such amendments to the Guarantee and Security Agreement and take such other action instruments as the Lender Agent may require to grant to the Lender a perfected first priority security interest in the Equity Interests of such new Material Subsidiary that is owned by any such Group Member (provided that in no event shall more than 66% of the total outstanding voting Equity Interests of any such new Material Subsidiary be required to be so pledged), (ii) deliver to the Lender the certificates representing such Equity Interests, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Group Member and take such other action as may be required by the Lender to perfect the Lender's security interest therein, and (iii) 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, satisfactory to the Lenderreasonably require.

Additional Collateral. (a) With respect to any property Collateral acquired after the Closing Date (or with respect to any Borrower Party other than the Borrower, the date such Borrower Party executes an accession agreement) by any Group Member (other than any property described in paragraph (b), (c) or (d) below, and property acquired by any Excluded Foreign Subsidiary) Borrower Party as to which the Lender Collateral Agent, for the benefit of the Secured Parties, does not have a perfected Lien, promptly (i) execute and deliver to the Lender Collateral Agent such amendments to the Guarantee and Security Agreement or such other documents or agreements as the Lender may require Administrative Agent deems necessary or advisable to grant to the LenderCollateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in such property property, subject to Permitted Liens and (ii) take all actions required by the Lender necessary or advisable to grant to the Lender Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in such property, including the filing of Uniform Commercial Code UCC financing statements in such jurisdictions as may be required by the Guarantee and applicable Security Agreement or by law or as may be requested by the LenderCollateral Agent or the Administrative Agent, except for Permitted Liens. (b) With respect If any Project Company either owning a Project with a nameplate capacity of at least 10MWDC or as a result of an acquisition of Real Property increases the capacity of a Project to a Project with a nameplate capacity of at least 10MWDC shall at any fee interest in time acquire any real property having or leasehold or other interest in real property not covered by a value Mortgage, within ninety (together with improvements thereof90) of at least $100,000 acquired after days from such acquisition, the Closing Date by any Group Member, promptly Project Company shall (i) execute execute, deliver and deliver record a first priority supplement to such Mortgage, reasonably satisfactory in favor of form and substance to the Lender covering Administrative Agent and the Collateral Agent, subjecting such real property, property or leasehold or other interests to the lien and security interest created by such Mortgage and (ii) if requested by the Lender, provide the Lender 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 specified by the Lender), together with such endorsements as the Lender may require, (B) a current ALTA survey of such real property, together with a surveyor's certificate, (C) an environmental site assessment report for such real property, (D) an appraisal of such real property, and (E) such consents, waivers, and estoppels, and intercreditor, attornment and subordination agreements as may be required by the Lender in connection with such Mortgage, each of the foregoing to be in scope, form and substance satisfactory to the Lender, and (iii) if requested by the Lenderexecute, deliver to and otherwise provide such policy, survey, flood determination and other Real Property deliverables that the Lender legal opinions relating to the matters described above, which opinions Administrative Agent shall be in form and substance, and from counsel, satisfactory to the Lender. (c) With respect to any new Material Subsidiary (other than an Excluded Foreign Subsidiary) which is created or acquired reasonably request; provided that after the Closing Term Conversion Date by any Group Member (whichfor a Tax Equity Project, for the purposes of this paragraph (c), no Project Company owning a Tax Equity Project shall include any existing Subsidiary that ceases to be an Excluded Foreign Subsidiary), promptly (i) execute and deliver to the Lender such amendments to the Guarantee and Security Agreement and take such other action as the Lender may require to grant to the Lender, for the benefit of the Lender, a perfected first priority security interest in the Equity Interests of such new Material Subsidiary that is owned by any Group Member, (ii) deliver to the Lender the certificates representing such Equity Interests, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Group Member, (iii) cause such new Material Subsidiary (A) to become a party to the Guarantee and Security Agreement, (B) to take all actions required by the Lender to grant to the Lender a perfected first priority security interest in the Collateral described in the Guarantee and Security Agreement with respect to such new Material Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Security Agreement or by law or as may be requested by the Lender and (C) to deliver to the Lender a certificate of such Material Subsidiary, substantially in the form of Exhibit B, 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, satisfactory to the Lender. (d) With respect to any new Excluded Foreign Subsidiary that is a Material Subsidiary which is 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) execute and deliver to the Lender such amendments to the Guarantee and Security Agreement and take such other action as the Lender may require to grant to the Lender a perfected first priority security interest in the Equity Interests of such new Material Subsidiary that is owned by any such Group Member (provided that in no event shall more than 66% of the total outstanding voting Equity Interests of any such new Material Subsidiary be required to be so pledgedcomply with this Section 5.16(b), (ii) deliver to the Lender the certificates representing such Equity Interests, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Group Member and take such other action as may be required by the Lender to perfect the Lender's security interest therein, and (iii) 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, satisfactory to the Lender.

Additional Collateral. To the extent not delivered to the Collateral Agent on or before the Effective Date, the Borrower agrees to (or cause each of its applicable Subsidiaries to) do promptly each of the following: (a) With respect to any property acquired after the Closing Date by any Group Member (other than any property described in paragraph (b), (c) or (d) below, and property acquired by any Excluded Foreign Subsidiary) as to which the Lender does not have a perfected Lien, promptly (i) execute and deliver to the Lender Collateral Agent such supplements, and amendments to the Guarantee and Security Pledge Agreement or such other documents or agreements (or, in the case of Equity Interests of any Subsidiary of the Borrower that is not a Domestic Subsidiary, appropriate foreign law pledge agreements) as the Lender may require Collateral Agent deems necessary or advisable in order to grant to the LenderCollateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Equity Interests of such property and (ii) take all actions required Subsidiary that are owned by the Lender Borrower (and of any Subsidiary that is not directly owned by the Borrower as contemplated in Section 3.01) and requested to grant to be pledged by the Lender a perfected first priority security interest Collateral Agent; provided, however, that, unless otherwise agreed by the Borrower and the Collateral Agent, in no event shall such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may Borrower be required by to pledge in excess of 66% of the Guarantee and Security Agreement outstanding voting stock of any direct Subsidiary of the Borrower that is not a Domestic Subsidiary or by law to pledge the Equity Interests of any Insurance Subsidiary or as may be requested by the LenderSecuritization SPV. (b) With respect deliver to any fee interest in any real property having a value the Collateral Agent the certificates (if any) representing such Equity Interests, together with improvements thereof) in the case of at least $100,000 acquired after the Closing Date such certificated Equity Interests, undated stock powers endorsed in blank executed and delivered by any Group Member, promptly (i) execute and deliver a first priority Mortgage, in favor an officer of the Lender covering such real property, Borrower; and (iic) if requested by the Lender, provide the Lender 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 specified by the Lender), together with such endorsements as the Lender may require, (B) a current ALTA survey of such real property, together with a surveyor's certificate, (C) an environmental site assessment report for such real property, (D) an appraisal of such real property, and (E) such consents, waivers, and estoppels, and intercreditor, attornment and subordination agreements as may be required by the Lender in connection with such Mortgage, each of the foregoing to be in scope, form and substance satisfactory to the Lender, and (iii) 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 LenderCollateral Agent. (c) With respect to any new Material Subsidiary (other than an Excluded Foreign Subsidiary) which is 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), promptly (i) execute and deliver to the Lender such amendments to the Guarantee and Security Agreement and take such other action as the Lender may require to grant to the Lender, for the benefit of the Lender, a perfected first priority security interest in the Equity Interests of such new Material Subsidiary that is owned by any Group Member, (ii) deliver to the Lender the certificates representing such Equity Interests, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Group Member, (iii) cause such new Material Subsidiary (A) to become a party to the Guarantee and Security Agreement, (B) to take all actions required by the Lender to grant to the Lender a perfected first priority security interest in the Collateral described in the Guarantee and Security Agreement with respect to such new Material Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Security Agreement or by law or as may be requested by the Lender and (C) to deliver to the Lender a certificate of such Material Subsidiary, substantially in the form of Exhibit B, 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, satisfactory to the Lender. (d) With respect to any new Excluded Foreign Subsidiary that is a Material Subsidiary which is 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) execute and deliver to the Lender such amendments to the Guarantee and Security Agreement and take such other action as the Lender may require to grant to the Lender a perfected first priority security interest in the Equity Interests of such new Material Subsidiary that is owned by any such Group Member (provided that in no event shall more than 66% of the total outstanding voting Equity Interests of any such new Material Subsidiary be required to be so pledged), (ii) deliver to the Lender the certificates representing such Equity Interests, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Group Member and take such other action as may be required by the Lender to perfect the Lender's security interest therein, and (iii) 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, satisfactory to the Lender.

Additional Collateral. (a) With Subject to this Section 4.21, with respect to any property acquired after the Closing Date by any Group Member Loan Party that is intended to be subject to the Lien created by this Agreement and/or any of the Other Documents but is not so subject, the Loan Parties shall promptly (other than and in any property described in paragraph (b), (cevent within 30 days after the acquisition thereof) or (d) below, and property acquired by any Excluded Foreign Subsidiary) as to which the Lender does not have a perfected Lien, promptly (i) execute and deliver to the Lender Agent such amendments or supplements to this Agreement and/or the Guarantee and Security Agreement relevant Other Documents or such other documents or agreements as the Lender may require Agent shall deem necessary or advisable to grant to the LenderAgent, for its benefit and for the benefit of the Lenders, a perfected first priority security interest in Lien on such property subject to no Liens (other than Permitted Encumbrances and subject to the terms of the Intercreditor Agreement), and (ii) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Lender to grant to the Lender a perfected first priority security interest this Agreement and/or such Other Document in such propertyaccordance with all applicable requirements of law, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Security Agreement or by law or as may be reasonably requested by the LenderAgent. The Loan Parties shall otherwise take such actions and execute and/or deliver to the Agent such documents as the Agent shall reasonably require (consistent with the closing conditions hereof) to confirm the validity, perfection and priority of the Lien of this Agreement and the Other Documents against such after-acquired properties. (b) With respect The Loan Parties shall Promptly grant to any fee the Agent, within 75 days of the acquisition thereof, as security interest in any real property having a value and Mortgage on (i) each Real Property owned in fee by such Loan Party as is acquired by such Loan Party after the Closing Date and that, together with any improvements thereof) thereon, individually has a fair market value of at least $100,000 acquired after 250,000, and (ii)~unless the Closing Date Agent or the Required Lenders otherwise consent, each leased Real Property of such Loan Party which lease individually has a fair market value of at least $1,000,000, in each case, as additional security for the Obligations (unless the subject property is already mortgaged to a third party to the extent permitted by Section 4.22). Such Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Agent and shall constitute valid and enforceable perfected Liens subject only to Permitted Encumbrances described in clauses (a), (b), (f), and (h) (but prior to any Group MemberLiens described in clauses (a), promptly (ib) execute and deliver a first priority Mortgage(f) of the definition thereof. The Mortgages or instruments related thereto shall be duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Lender covering such real property, (ii) if requested by the Lender, provide the Lender with (A) title and extended coverage insurance covering such real property in an amount at least equal Agent required to be granted pursuant to the purchase price of such real property (or such Mortgages and all taxes, fees and other amount as charges payable in connection therewith shall be specified by paid in full. Such Loan Party shall otherwise take such actions and execute and/or deliver to the Lender), together with Agent such endorsements documents as the Lender may requireAgent shall require to confirm the validity, (B) a current ALTA survey of such real property, together with a surveyor's certificate, (C) an environmental site assessment report for such real property, (D) an appraisal of such real property, perfection and (E) such consents, waivers, and estoppels, and intercreditor, attornment and subordination agreements as may be required by the Lender in connection with such Mortgage, each priority of the foregoing to be Lien of any existing Mortgage or new Mortgage against such after-acquired Real Property (including a Title Policy, a Survey and local counsel opinion (in scope, form and substance reasonably satisfactory to the Lender, and (iii) if requested by the Lender, deliver to the Lender legal opinions relating to the matters described above, which opinions shall be Agent in form and substance, and from counsel, satisfactory to the Lender. (c) With respect to any new Material Subsidiary (other than an Excluded Foreign Subsidiary) which is 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), promptly (i) execute and deliver to the Lender such amendments to the Guarantee and Security Agreement and take such other action as the Lender may require to grant to the Lender, for the benefit of the Lender, a perfected first priority security interest in the Equity Interests of such new Material Subsidiary that is owned by any Group Member, (ii) deliver to the Lender the certificates representing such Equity Interests, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Group Member, (iii) cause such new Material Subsidiary (A) to become a party to the Guarantee and Security Agreement, (B) to take all actions required by the Lender to grant to the Lender a perfected first priority security interest in the Collateral described in the Guarantee and Security Agreement with respect to such new Material Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Security Agreement or by law or as may be requested by the Lender and (C) to deliver to the Lender a certificate of such Material Subsidiary, substantially in the form of Exhibit B, 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, satisfactory to the LenderMortgage). (d) With respect to any new Excluded Foreign Subsidiary that is a Material Subsidiary which is 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) execute and deliver to the Lender such amendments to the Guarantee and Security Agreement and take such other action as the Lender may require to grant to the Lender a perfected first priority security interest in the Equity Interests of such new Material Subsidiary that is owned by any such Group Member (provided that in no event shall more than 66% of the total outstanding voting Equity Interests of any such new Material Subsidiary be required to be so pledged), (ii) deliver to the Lender the certificates representing such Equity Interests, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Group Member and take such other action as may be required by the Lender to perfect the Lender's security interest therein, and (iii) 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, satisfactory to the Lender.

Additional Collateral. (a) With respect to any property acquired after the Closing Second Restatement Effective Date by any Group Member Credit Party (other than (x) any property described in paragraph (b), (c) or (d) below, below and (y) any property acquired subject to a Lien expressly permitted by any Excluded Foreign SubsidiarySection 8.3(k)) as to which the Lender Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien, each of Parent and its Domestic Subsidiaries agrees to promptly (i) execute and deliver to the Lender Administrative Agent such amendments to the Guarantee and Security Collateral Agreement or such other documents or agreements Security Documents as the Lender may require Administrative Agent reasonably requests in order to grant to the LenderAdministrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such property and (ii) take all actions required reasonably requested by the Lender Administrative Agent to grant to the Lender Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such propertyproperty having the priority required by the Guarantee and Collateral Agreement, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Security Collateral Agreement or by law or as may be reasonably 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 $100,000 750,000 acquired after the Closing Second Restatement Effective Date by any Group MemberCredit Party (other than any such real property subject to a Lien expressly permitted by Section 8.3(k)), each of Parent and its Domestic Subsidiaries agrees to promptly (i) cause each Credit Party which is the fee owner of such real property to execute and deliver a first priority deed of trust, mortgage or similar document, in each case, substantially in the form of Exhibit I or otherwise in form and substance reasonably satisfactory to the Administrative Agent (each a “Mortgage”), in favor of the Lender Administrative Agent, for the benefit of the Lenders, covering such real property, (ii) if reasonably requested by the LenderAdministrative Agent, provide the Lender Lenders with (Ax) 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 Lender), together with such endorsements Administrative Agent) as the Lender may require, (B) well as a current ALTA survey of such real propertythereof, together with a surveyor's certificate, (C) an environmental site assessment report for such real property, (D) an appraisal of such real property, ’s certificate and (Ey) such consents, waivers, and estoppels, and intercreditor, attornment and subordination agreements as may be required any consents or estoppels reasonably deemed necessary or advisable by the Lender Administrative Agent in connection with such Mortgage, each of the foregoing to be in scope, form and substance reasonably satisfactory to the LenderAdministrative Agent, and (iii) 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 LenderAdministrative Agent. (c) With respect to any new Material Domestic Subsidiary (other than an Excluded Foreign Subsidiary) which is created or acquired after the Closing Second Restatement Effective 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)Credit Party, promptly (i) execute and deliver to the Lender Administrative Agent such amendments to the Guarantee and Security Collateral Agreement and take such other action as the Lender may require Administrative Agent reasonably deems necessary or advisable to grant to the LenderAdministrative Agent, for the benefit of the LenderLenders, a perfected first priority security interest in 100% of the Equity Interests capital stock of such new Material Domestic Subsidiary that is owned by any Group MemberCredit Party, (ii) deliver to the Lender Administrative Agent the certificates representing such Equity Interestscapital stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Group MemberCredit Party, (iii) cause such new Material Domestic Subsidiary (A) to become a party to the Guarantee and Security Collateral Agreement, (B) to take all such actions required reasonably deemed necessary or advisable by the Lender Administrative Agent to grant to the Lender Administrative Agent for the benefit of the Lenders a perfected first priority security interest in the Collateral described in the Guarantee and Security Collateral Agreement with respect to such new Material SubsidiarySubsidiary having the priority required by the Guarantee and Collateral Agreement, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Security 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 certificate of such Material Subsidiary, substantially in the form of Exhibit BE, with appropriate insertions and attachments, 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 LenderAdministrative Agent. (d) With respect to any new Excluded Foreign Subsidiary that is a Material Subsidiary which is created or acquired after the Closing Second Restatement Effective Date by any Group Member (other than by any Group Member that is an Excluded Foreign Subsidiary)Credit Party, promptly (i) execute and deliver to the Lender Administrative Agent such amendments to the Guarantee and Security Collateral Agreement and take such other action as the Lender may require Administrative Agent reasonably deems necessary or advisable to grant to the Lender Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Equity Interests capital stock of such new Material Foreign Subsidiary that is owned by any such Group Member Credit Party (provided that in no event shall more than 66% of the total outstanding voting Equity Interests capital stock of any such new Material Foreign Subsidiary be required to be so pledged), (ii) deliver to the Lender Administrative Agent the certificates representing such Equity Interestscapital stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Group Member Credit Party, and take such other action as may be required by necessary or, in the Lender reasonable opinion of the Administrative Agent, desirable to perfect the Lender's Administrative Agent’s security interest therein, and (iii) 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 LenderAdministrative Agent.

Additional Collateral. (a) With respect to any personal property acquired after the Original Closing Date by the Borrower or any Group Member of its Subsidiaries (other than (x) any property described in paragraph subject to a Lien expressly permitted by Section 7.3 and (b), (cy) or (d) below, and property acquired by any Excluded Foreign SubsidiaryExempted Property) as to which the Lender Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien, promptly (i) execute and deliver to the Lender Administrative Agent such amendments or supplements to the Guarantee and Collateral Agreement (or, in the case of any Aircraft Asset or Aircraft Asset Lease, the Aircraft Asset Security Agreement and the Assignment of Lease) or such other documents or agreements as the Lender may require Administrative Agent deems necessary or advisable to grant to the LenderAdministrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such property and (ii) take all actions required by the Lender necessary or advisable to grant to the Lender Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Security Collateral Agreement or by law the taking of the actions specified in Section 5.2(g) or as may be reasonably 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 $100,000 500,000 acquired after the Original Closing Date by the Borrower or any Group Memberof its Subsidiaries, promptly (i) execute and deliver a first priority Mortgagemortgage, 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 (Ax) 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 Lender), together with such endorsements Administrative Agent) as the Lender may require, (B) well as a current ALTA survey of such real propertythereof, together with a surveyor's certificate, (C) an environmental site assessment report for such real property, (D) an appraisal of such real property, ’s certificate and (Ey) such consents, waivers, and estoppels, and intercreditor, attornment and subordination agreements as may be required any consents or estoppels reasonably deemed necessary or advisable by the Lender Administrative Agent in connection with such Mortgagemortgage, each of the foregoing to be in scope, form and substance reasonably satisfactory to the Lender, Administrative Agent and (iii) 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. With respect to any real property leased by Borrower or any of its Subsidiaries after the Original Closing Date, the Borrower shall have obtained from each Person with any interest in the real property and/or the improvements thereon (whether as fee owner, landlord, tenant, ground lessor, mortgagee, leasehold mortgagee, beneficiary of deed of trust, beneficiary of leasehold deed of trust or otherwise), a waiver of any and all right or interest that such Person may otherwise have in the inventory and other Collateral and such Person’s consent, if applicable, to access by the Administrative Agent or its representative to the premises in connection with the exercise of any rights or remedies under or pursuant to the Security Documents pursuant to a Landlord Consent and, if in the reasonable opinion of the Administrative Agent, such real property lease is material to the continued operation of the business of the Borrower and its Subsidiaries, the Borrower shall assign such real estate lease to the Administrative Agent pursuant to a Collateral Lease Assignment. (c) With respect to any new Material Subsidiary (other than an Excluded Foreign Subsidiary) which is created or acquired after the Original Closing Date by Borrower or any Group Member (which, for the purposes of this paragraph (c), shall include any existing Subsidiary that ceases to be an Excluded Foreign Subsidiary)its Subsidiaries, promptly (i) execute and deliver to the Lender Administrative Agent such amendments to the Guarantee and Security Collateral Agreement and take such other action as the Lender may require Administrative Agent deems necessary or advisable to grant to the LenderAdministrative Agent, for the benefit of the LenderLenders, a perfected first priority security interest in the Equity Interests Capital Stock of such new Material Subsidiary that is owned by the Borrower or any Group Memberof its Subsidiaries, (ii) deliver to the Lender Administrative Agent the certificates representing such Equity InterestsCapital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Group MemberLoan Party, (iii) cause such new Material Subsidiary (A) to become a party to the Guarantee and Collateral Agreement and, if applicable, the Aircraft Asset Security Agreement, (B) to take all such actions required by the Lender necessary or advisable to grant to the Lender Administrative Agent for the benefit of the Lenders a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement and the Aircraft Asset Security Agreement with respect to such new Material Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or the taking of the actions specified in Section 5.2(g) or the Aircraft Asset Security Agreement Agreement, as the case may be, or by law or as may be reasonably requested by the Lender Administrative Agent and (C) to deliver to the Lender Administrative Agent a certificate of such Material Subsidiary, substantially in the form of Exhibit BB to the Guarantee and Collateral Agreement, 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 LenderAdministrative Agent. (d) With respect to any new Excluded Foreign Deposit Account acquired by the Borrower or any Subsidiary that is a Material Subsidiary which is created or acquired after the Original Closing Date by any Group Member (other than by any Group Member that is Date, cause an Excluded Foreign Subsidiary), promptly (i) execute and deliver to the Lender such amendments to the Guarantee and Security Agreement and take such other action as the Lender may require to grant to the Lender a perfected first priority security interest account control agreement substantially in the Equity Interests of such new Material Subsidiary that is owned by any such Group Member (provided that in no event shall more than 66% form of the total outstanding voting Equity Interests of any such new Material Subsidiary be required Account Control Agreement to be so pledged), (ii) deliver to the Lender the certificates representing such Equity Interests, together with undated stock powers, in blank, duly executed and delivered by a duly authorized officer of the relevant Group Member account holder, the account bank/broker and take such other action as may be required by the Lender to perfect the Lender's security interest therein, and (iii) 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, satisfactory to the LenderAdministrative Agent.

Additional Collateral. (a) With respect to any property acquired after the Closing Effective Date by any Group Member Credit Party (other than (x) any property described in paragraph (b), (c) or (d) below, below and (y) any property acquired subject to a Lien expressly permitted by any Excluded Foreign SubsidiarySection 8.3(k)) as to which the Lender Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien, each of Holdings and its Domestic Subsidiaries agrees to promptly (i) execute and deliver to the Lender Administrative Agent such amendments to the Guarantee and Security Collateral Agreement or such other documents or agreements Security Documents as the Lender may require Administrative Agent reasonably requests in order to grant to the LenderAdministrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such property and (ii) take all actions required reasonably requested by the Lender Administrative Agent to grant to the Lender Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such propertyproperty having the priority required by the Guarantee and Collateral Agreement, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Security Collateral Agreement or by law or as may be reasonably 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 $100,000 750,000 acquired after the Closing Effective Date by any Group MemberCredit Party (other than any such real property subject to a Lien expressly permitted by Section 8.3(k)), each of Holdings and its Domestic Subsidiaries agrees to promptly (i) cause each Credit Party which is the fee owner of such real property to execute and deliver a first priority deed of trust, mortgage or similar document, in each case, substantially in the form of Exhibit I or otherwise in form and substance reasonably satisfactory to the Administrative Agent (each a “Mortgage”), in favor of the Lender Administrative Agent, for the benefit of the Lenders, covering such real property, (ii) if reasonably requested by the LenderAdministrative Agent, provide the Lender Lenders with (Ax) 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 Lender), together with such endorsements Administrative Agent) as the Lender may require, (B) well as a current ALTA survey of such real propertythereof, together with a surveyor's certificate, (C) an environmental site assessment report for such real property, (D) an appraisal of such real property, ’s certificate and (Ey) such consents, waivers, and estoppels, and intercreditor, attornment and subordination agreements as may be required any consents or estoppels reasonably deemed necessary or advisable by the Lender Administrative Agent in connection with such Mortgage, each of the foregoing to be in scope, form and substance reasonably satisfactory to the LenderAdministrative Agent, and (iii) 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 LenderAdministrative Agent. (c) With respect to any new Material Domestic Subsidiary (other than an Excluded Foreign Subsidiary) which is created or acquired after the Closing Effective 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)Credit Party, promptly (i) execute and deliver to the Lender Administrative Agent such amendments to the Guarantee and Security Collateral Agreement and take such other action as the Lender may require Administrative Agent reasonably deems necessary or advisable to grant to the LenderAdministrative Agent, for the benefit of the LenderLenders, a perfected first priority security interest in the Equity Interests capital stock of such new Material Domestic Subsidiary that is owned by any Group MemberCredit Party, (ii) deliver to the Lender Administrative Agent the certificates representing such Equity Interestscapital stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Group MemberCredit Party, (iii) cause such new Material Domestic Subsidiary (A) to become a party to the Guarantee and Security Collateral Agreement, (B) to take all such actions required reasonably deemed necessary or advisable by the Lender Administrative Agent to grant to the Lender Administrative Agent for the benefit of the Lenders a perfected first priority security interest in the Collateral described in the Guarantee and Security Collateral Agreement with respect to such new Material SubsidiarySubsidiary having the priority required by the Guarantee and Collateral Agreement, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Security 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 certificate of such Material Subsidiary, substantially in the form of Exhibit BE, with appropriate insertions and attachments, 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 LenderAdministrative Agent. (d) With respect to any new Excluded Foreign Subsidiary that is a Material Subsidiary which is created or acquired after the Closing Effective Date by any Group Member (other than by any Group Member that is an Excluded Foreign Subsidiary)Credit Party, promptly (i) execute and deliver to the Lender Administrative Agent such amendments to the Guarantee and Security Collateral Agreement and take such other action as the Lender may require Administrative Agent reasonably deems necessary or advisable to grant to the Lender Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Equity Interests capital stock of such new Material Foreign Subsidiary that is owned by any such Group Member Credit Party (provided that in no event shall more than 66% of the total outstanding voting Equity Interests capital stock of any such new Material Foreign Subsidiary be required to be so pledged), (ii) deliver to the Lender Administrative Agent the certificates representing such Equity Interestscapital stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Group Member Credit Party, and take such other action as may be required by necessary or, in the Lender reasonable opinion of the Administrative Agent, desirable to perfect the Lender's Administrative Agent’s security interest therein, and (iii) 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 LenderAdministrative Agent.

Additional Collateral. (a) With respect to any property acquired after the Closing Date by any Group Member Loan Party that constitutes Collateral under the Guaranty on Collateral Agreement (other than (x) any property described in paragraph (b), (c) or (d) below, below and property acquired by any (y) Excluded Foreign SubsidiaryProperty (as defined in the Guarantee and Collateral Agreement) as to which the Lender Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien, promptly (i) execute and deliver to the Lender Administrative Agent such amendments to the Guarantee and Security Collateral Agreement or such other documents or agreements as the Lender may require Administrative Agent reasonably requests, to grant to the LenderAdministrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such property and (ii) take all actions required reasonably requested by the Lender Administrative Agent to grant to the Lender Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Security Agreement or by law or as 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 $100,000 2,500,000 acquired after the Closing Date by any Group MemberLoan Party (other than (x) any such real property subject to a Lien expressly permitted under clause (x) of the definition of “Permitted Liens” and (y) real property acquired by any Excluded Foreign Subsidiary), promptly promptly. (i) execute and deliver a first priority MortgageReal Estate Mortgage subject to Permitted Liens, in favor of the Lender Administrative Agent, for the benefit of the Lenders, covering such real property, (ii) if reasonably requested by the LenderAdministrative Agent, provide the Lender Lenders with (Ax) 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 specified by the Lender)well as current ALTA survey thereof, together with such endorsements as the Lender may require, (B) a current ALTA survey of such real property, together with a any surveyor's certificate, (C) an environmental site assessment report for such real property, (D) an appraisal of such real property, ’s certificate that exists and (Ey) such consents, waivers, and estoppels, and intercreditor, attornment and subordination agreements as may be required use commercially reasonable efforts to obtain any consents or estoppels reasonably deemed necessary or advisable by the Lender Administrative Agent in connection with such Real Estate Mortgage, each of the foregoing to be in scope, form and substance reasonably satisfactory to the Lender, Administrative Agent and (iii) 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 LenderAdministrative Agent. (c) With respect to any aircraft (including the related engines and spare engines) acquired after the Closing Date by any Loan Party that is not financed or to be financed by Aircraft Acquisition Debt (and any such Aircraft Mortgage shall provide for the release of such assets upon the incurrence of Aircraft Acquisition Debt or the entering into a Sale/Leaseback Transaction in respect of such assets in accordance with Sections 6.1 and 6.11), promptly (i) execute and deliver an Aircraft Mortgage in favor of the Administrative Agent, for the benefit of the Lenders, covering such assets, and the other documents referred to in Section 4(o)(ii), each of the foregoing in form and substance reasonably satisfactory to the Administrative Agent 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. (d) With respect to any new Material Subsidiary (other than an Excluded Foreign Subsidiary) which is created or acquired after the Closing Date by any Group Member Loan Party (which, for the purposes of this paragraph (c), shall include any existing Subsidiary that ceases to be an Excluded Foreign Subsidiary), promptly (i) execute and deliver to the Lender Administrative Agent such amendments to the Guarantee and Security Collateral Agreement and take such other action as the Lender may require Administrative Agent deems necessary or desirable to grant to the LenderAdministrative Agent, for the benefit of the LenderLenders, a perfected first priority security interest in the Equity Interests Capital Stock of such new Material Subsidiary that is owned by any Group MemberLoan Party, (ii) deliver to the Lender Administrative Agent the certificates representing such Equity InterestsCapital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Group MemberLoan Party, (iii) cause such new Material Subsidiary (A) to become a party to the Guarantee and Security Collateral Agreement, (B) to take all such actions required reasonably requested by the Lender Administrative Agent to grant to the Lender Administrative Agent for the benefit of the Lenders a perfected first priority security interest in the Collateral described in the Guarantee and Security Collateral Agreement with respect to such new Material Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Security Agreement or by law or as may be requested by the Lender Administrative Agent and (C) to deliver to the Lender Administrative Agent a certificate of such Material Subsidiary, substantially in the form of Exhibit BC, with appropriate insertions and attachmentsattachments and (D) if such new Subsidiary owns any aircraft that is not financed or to be financed by Aircraft Acquisition Debt, execute and deliver an Aircraft Mortgage (which shall provide for the release of such assets upon the incurrence of Aircraft Acquisition Debt or the entering into a Sale/Leaseback Transaction in respect of such assets in accordance with Sections 6.1 and 6.11) in favor of the Administrative Agent, for the benefit of the Lenders, covering such property, and the other documents referred to in Section 4(o)(ii), each of the foregoing in form and substance reasonably satisfactory to the Administrative 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 LenderAdministrative Agent. (de) With respect to any new Excluded Foreign Subsidiary that is a Material Subsidiary which is created or acquired after the Closing Date by any Group Member (other than by any Group Member that is an Excluded Foreign Subsidiary)Loan Party, promptly (i) execute and deliver to the Lender Administrative Agent such amendments to the Guarantee and Security Collateral Agreement and take such other action as the Lender may require Administrative Agent reasonably requests to grant to the Lender Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Equity Interests Capital Stock of such new Material Subsidiary that is owned by any such Group Member Loan Party (provided that in no event shall more than 66% of the total outstanding voting Equity Interests Capital Stock of any such new Material Subsidiary be required to be so pledged), (ii) deliver to the Lender Administrative Agent the certificates representing such Equity InterestsCapital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Group Member Loan Party, and take such other action as may be required reasonably requested by the Lender Administrative Agent to perfect the Lender's Administrative Agent’s security interest therein, and (iii) 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 LenderAdministrative Agent.

Additional Collateral. (a) With respect to any personal property acquired after the Original Closing Date by the Borrower or any Group Member of its Subsidiaries (other than (x) any property described in paragraph subject to a Lien expressly permitted by Section 7.3 and (b), (cy) or (d) below, and property acquired by any Excluded Foreign SubsidiaryExempted Property) as to which the Lender Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien, promptly (i) execute and deliver to the Lender Administrative Agent such amendments or supplements to the Guarantee and Collateral Agreement (or, in the case of any Aircraft Asset or Aircraft Asset Lease, the Aircraft Asset Security Agreement and the Assignment of Lease) or such other documents or agreements as the Lender may require Administrative Agent deems necessary or advisable to grant to the LenderAdministrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such property and (ii) take all actions required by the Lender necessary or advisable to grant to the Lender Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Security Collateral Agreement or by law the taking of the actions specified in Section 5.2(g) or as may be reasonably 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 $100,000 500,000 acquired after the Original Closing Date by the Borrower or any Group Memberof its Subsidiaries, promptly (i) execute and deliver a first priority Mortgagemortgage, 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 (Ax) 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 Lender), together with such endorsements Administrative Agent) as the Lender may require, (B) well as a current ALTA survey of such real propertythereof, together with a surveyor's certificate, (C) an environmental site assessment report for such real property, (D) an appraisal of such real property, ’s certificate and (Ey) such consents, waivers, and estoppels, and intercreditor, attornment and subordination agreements as may be required any consents or estoppels reasonably deemed necessary or advisable by the Lender Administrative Agent in connection with such Mortgagemortgage, each of the foregoing to be in scope, form and substance reasonably satisfactory to the Lender, Administrative Agent and (iii) 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. With respect to any real property leased by Borrower or any of its Subsidiaries after the Original Closing Date, the Borrower shall have obtained from each Person with any interest in the real property and/or the improvements thereon (whether as fee owner, landlord, tenant, ground lessor, mortgagee, leasehold mortgagee, beneficiary of deed of trust, beneficiary of leasehold deed of trust or otherwise), a waiver of any and all right or interest that such Person may otherwise have in the inventory and other Collateral and such Person’s consent, if applicable, to access by the Administrative Agent or its representative to the premises in connection with the exercise of any rights or remedies under or pursuant to the Security Documents pursuant to a Landlord Consent and, if in the reasonable opinion of the Administrative Agent, such real property lease is material to the continued operation of the business of the Borrower and its Subsidiaries, the Borrower shall assign such real estate lease to the Administrative Agent pursuant to a Collateral Lease Assignment. (c) With respect to any new Material Subsidiary (other than an Excluded Foreign Subsidiary) which is created or acquired after the Original Closing Date by Borrower or any Group Member (which, for the purposes of this paragraph (c), shall include any existing Subsidiary that ceases to be an Excluded Foreign Subsidiary)its Subsidiaries, promptly (i) execute and deliver to the Lender Administrative Agent such amendments to the Guarantee and Security Collateral Agreement and take such other action as the Lender may require Administrative Agent deems necessary or advisable to grant to the LenderAdministrative Agent, for the benefit of the LenderLenders, a perfected first priority security interest in the Equity Interests Capital Stock of such new Material Subsidiary that is owned by the Borrower or any Group Memberof its Subsidiaries, (ii) deliver to the Lender Administrative Agent the certificates representing such Equity InterestsCapital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Group MemberLoan Party, (iii) cause such new Material Subsidiary (A) to become a party to the Guarantee and Collateral Agreement and, if applicable, the Aircraft Asset Security Agreement, (B) to take all such actions required by the Lender necessary or advisable to grant to the Lender Administrative Agent for the benefit of the Lenders a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement and the Aircraft Asset Security Agreement with respect to such new Material Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or the taking of the actions specified in Section 5.2(g) or the Aircraft Asset Security Agreement Agreement, as the case may be, or by law or as may be reasonably requested by the Lender Administrative Agent and (C) to deliver to the Lender Administrative Agent a certificate of such Material Subsidiary, substantially in the form of Exhibit BB to the Guarantee and Collateral Agreement, 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 LenderAdministrative Agent. (d) With respect to any new Excluded Foreign Deposit Account acquired by the Borrower or any Subsidiary that is a Material Subsidiary which is created or acquired after the Closing Date by any Group Member (other than by any Group Member that is Closing, cause an Excluded Foreign Subsidiary), promptly (i) execute and deliver to the Lender such amendments to the Guarantee and Security Agreement and take such other action as the Lender may require to grant to the Lender a perfected first priority security interest account control agreement substantially in the Equity Interests of such new Material Subsidiary that is owned by any such Group Member (provided that in no event shall more than 66% form of the total outstanding voting Equity Interests of any such new Material Subsidiary be required Account Control Agreement to be so pledged), (ii) deliver to the Lender the certificates representing such Equity Interests, together with undated stock powers, in blank, duly executed and delivered by a duly authorized officer of the relevant Group Member account holder, the account bank/broker and take such other action as may be required by the Lender to perfect the Lender's security interest therein, and (iii) 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, satisfactory to the LenderAdministrative Agent.