Common use of Additional Collateral, etc Clause in Contracts

Additional Collateral, etc. (a) With respect to any Property (other than Excluded Collateral) located in the United States having a value, individually or in the aggregate, of at least $2,000,000 acquired after the Closing Date by any Loan Party (other than (w) any interests in Real Property and any Property described in paragraph (c) or paragraph (d) of this Section 6.8, (x) any Property subject to a Lien expressly permitted by Section 7.3(g) or 7.3(z), (y) Instruments, Certificated Securities, Securities and Chattel Paper, which are referred to in the last sentence of this paragraph (a) and (z) Government Contracts, deposit accounts and securities accounts (the Loan Parties’ obligations with respect to which are contained in the Guarantee and Collateral Agreement)) as to which the Collateral Agent for the benefit of the Secured Parties does not have a perfected Lien, promptly (i) give notice of such Property to the Collateral Agent and execute and deliver to the Collateral Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Collateral Agent reasonably requests to grant to the Collateral Agent for the benefit of the Secured Parties a security interest in such Property and (ii) take all actions reasonably requested by the Collateral Agent to grant to the Collateral Agent for the benefit of the Secured Parties a perfected security interest (to the extent required by the Security Documents and with the priority required by Section 4.17) in such Property (with respect to Property of a type owned by a Loan Party as of the Closing Date to the extent the Collateral Agent for the benefit of the Secured Parties, has a perfected security interest in such Property as of the Closing Date), including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Collateral Agent. If any amount in excess of $5,000,000 payable under or in connection with any of the Collateral shall be or become evidenced by any Instrument, Certificated Security, Security or Chattel Paper (or, if more than $5,000,000 in the aggregate payable under or in connection with the Collateral shall become evidenced by Instruments, Certificated Securities, Securities or Chattel Paper), such Instrument, Certificated Security, Security or Chattel Paper shall be promptly delivered to the Collateral Agent indorsed in a manner reasonably satisfactory to the Collateral Agent to be held as Collateral pursuant to this Agreement.

Additional Collateral, etc. (a) With respect to any Property (other than Excluded CollateralVehicles, bank accounts, cash, Cash Equivalents, Foreign Cash Equivalents and other assets expressly excluded from the Collateral pursuant to the Security Documents) located in the United States having a value, individually or in the aggregate, aggregate of at least $2,000,000 5,000,000 acquired after the Closing Date by any Loan Party (other than (wx) any interests in Real Property real property and any Property described in paragraph (c) or paragraph (d) of this Section 6.8Section, (xy) any Property subject to a Lien expressly permitted by Section 7.3(g) or 7.3(z), (ybb) and (z) Instruments, Certificated Securities, Securities and Chattel Paper, which are referred to in the last sentence of this paragraph (a) and (z) Government Contracts, deposit accounts and securities accounts (the Loan Parties’ obligations with respect to which are contained in the Guarantee and Collateral Agreement)) as to which the Collateral Agent for the benefit of the Secured Parties does not have a perfected Lien, promptly (i) give notice of such Property to the Collateral Agent and execute and deliver to the Collateral Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Collateral Agent reasonably requests to grant to the Collateral Agent for the benefit of the Secured Parties a security interest in such Property and (ii) take all actions reasonably requested by the Collateral Agent to grant to the Collateral Agent for the benefit of the Secured Parties a perfected security interest (to the extent required by the Security Documents and with the priority required by Section 4.17) in such Property (with respect to Property of a type owned by a Loan Party as of the Closing Date to the extent the Collateral Agent for the benefit of the Secured Parties, has a perfected security interest in such Property as of the Closing Date), including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Collateral Agent. If any amount in excess of $5,000,000 payable under or in connection with any of the Collateral shall be or become evidenced by any Instrument, Certificated Security, Security or Chattel Paper (or, if more than $5,000,000 in the aggregate payable under or in connection with the Collateral shall become evidenced by Instruments, Certificated Securities, Securities or Chattel Paper), such Instrument, Certificated Security, Security or Chattel Paper shall be promptly delivered to the Collateral Agent indorsed in a manner reasonably satisfactory to the Collateral Agent to be held as Collateral pursuant to this Agreement.

Additional Collateral, etc. (a) With respect to any Property (other than Excluded Collateral) located in the United States having a value, individually or in the aggregate, of at least $2,000,000 5,000,000 acquired after the Closing Date by any Loan Party (other than (wi) any interests in Real Property and any Property described in paragraph (c) or paragraph (d) of this Section 6.8, (xii) any Property subject to a Lien expressly permitted by Section 7.3(g) or 7.3(z), (yiii) Instruments, Certificated Securities, Securities and Chattel Paper, which are referred to in the last sentence of this paragraph (a) and (ziv) Government Contracts, deposit accounts and securities accounts Contracts (the Loan Parties’ obligations with respect to which are contained in the Guarantee and Collateral Agreement)) as to which the Collateral Agent for the benefit of the Secured Parties does not have a perfected Lien, promptly (iA) give notice of such Property to the Collateral Agent and execute and deliver to the Collateral Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Collateral Agent reasonably requests to grant to the Collateral Agent for the benefit of the Secured Parties a security interest in such Property and (iiB) take all actions reasonably requested by the Collateral Agent to grant to the Collateral Agent for the benefit of the Secured Parties a perfected security interest (to the extent required by the Security Documents and with the priority required by Section 4.17) in such Property (with respect to Property of a type owned by a Loan Party as of the Closing Date to the extent the Collateral Agent for the benefit of the Secured Parties, has a perfected security interest in such Property as of the Closing Date), including, without limitation, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Collateral Agent. If any amount in excess of $5,000,000 7,500,000 payable under or in connection with any of the Collateral shall be or become evidenced by any Instrument, Certificated Security, Security or Chattel Paper (or, if more than $5,000,000 7,500,000 in the aggregate payable under or in connection with the Collateral shall become evidenced by Instruments, Certificated Securities, Securities or Chattel Paper), such Instrument, Certificated Security, Security or Chattel Paper shall be promptly delivered to the Collateral Agent indorsed in a manner reasonably satisfactory to the Collateral Agent to be held as Collateral pursuant to this Agreement.

Additional Collateral, etc. (a) With respect to any Property (other than Excluded Collateral) located in the United States having a value, individually Additional Guarantor created or in the aggregate, of at least $2,000,000 acquired after the Closing Date by any Loan Party (other than (w) any interests in Real Property and any Property described in paragraph (c) or paragraph (d) which, for the purposes of this Section 6.8paragraph, (x) shall include any Property subject existing Subsidiary that ceases to a Lien expressly permitted by Section 7.3(g) be an Excluded Subsidiary or 7.3(zTransparent Subsidiary), (y) Instruments, Certificated Securities, Securities and Chattel Paper, which are referred to in within 30 days after the last sentence formation or acquisition of this paragraph (a) and (z) Government Contracts, deposit accounts and securities accounts (the Loan Parties’ obligations with respect to which are contained in the Guarantee and Collateral Agreement)) as to which the Collateral Agent for the benefit of the Secured Parties does not have a perfected Lien, promptly such Subsidiary (i) give notice of such Property to the Collateral Agent and execute and deliver to the Collateral Agent Lender such amendments to the Guarantee and Collateral Security Agreement or such other documents as the Collateral Agent reasonably requests shall be necessary to grant to the Collateral Agent for the benefit of the Secured Parties Lender a valid and perfected security interest in the Capital Stock of such Property and Additional Guarantor, (ii) deliver to the Lender the certificates, if any, representing such Capital Stock (to the extent constituting “certificated securities” under the applicable UCC), together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Subsidiary, as the case may be, (iii) cause such Additional Guarantor (A) to become a party to the Security Agreement and the Guarantee and (B) to take all such actions reasonably requested by the Collateral Agent as are necessary to grant to the Collateral Agent for the benefit of the Secured Parties Lender a perfected security interest (to the extent required by the Security Documents valid and with the priority required by Section 4.17) in such Property (with respect to Property of a type owned by a Loan Party as of the Closing Date to the extent the Collateral Agent for the benefit of the Secured Parties, has a perfected security interest in the Collateral described in the Security Agreement with respect to such Property as of the Closing Date)Additional Guarantor, including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Security Agreement or by law or as may be reasonably requested by the Collateral Agent. If any amount in excess of $5,000,000 payable under or in connection with any of Lender, and (iv) if requested by the Collateral Lender, deliver to the Lender legal opinions relating to the matters described above, which opinions shall be or become evidenced by any Instrumentin form and substance, Certificated Securityand from counsel, Security or Chattel Paper (or, if more than $5,000,000 in the aggregate payable under or in connection with the Collateral shall become evidenced by Instruments, Certificated Securities, Securities or Chattel Paper), such Instrument, Certificated Security, Security or Chattel Paper shall be promptly delivered to the Collateral Agent indorsed in a manner reasonably satisfactory to the Collateral Agent to be held as Collateral pursuant to this AgreementLender.

Additional Collateral, etc. (a) With respect to any Property new Subsidiary (other than an Excluded CollateralForeign Subsidiary or an Excluded Subsidiary) located in the United States having a value, individually created or in the aggregate, of at least $2,000,000 acquired after the Closing Date by any Loan Party Group Member (other than (w) any interests in Real Property and any Property described in paragraph (c) or paragraph (d) of this Section 6.8which, (x) any Property subject to a Lien expressly permitted by Section 7.3(g) or 7.3(z), (y) Instruments, Certificated Securities, Securities and Chattel Paper, which are referred to in for the last sentence purposes of this paragraph (a) and (z) Government Contracts), deposit accounts and securities accounts (the Loan Parties’ obligations with respect shall include any existing Subsidiary that ceases to which are contained in the Guarantee and Collateral Agreementbe an Excluded Foreign Subsidiary or an Excluded Subsidiary)) as to which the Collateral Agent for the benefit of the Secured Parties does not have a perfected Lien, promptly (i) give notice of such Property to the Collateral Agent and execute and deliver to the Collateral Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Collateral Administrative Agent reasonably requests deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by any Group Member, (ii) deliver to the Administrative Agent any certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Group Member, (iii) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties Lenders a perfected first priority security interest in such Property and (ii) take all actions reasonably requested by the Collateral Agent to grant to described in the Guarantee and Collateral Agent for the benefit of the Secured Parties a perfected security interest (to the extent required by the Security Documents and with the priority required by Section 4.17) in such Property (Agreement with respect to Property of a type owned by a Loan Party as of the Closing Date to the extent the Collateral Agent for the benefit of the Secured Partiessuch new Subsidiary, has a perfected security interest in such Property as of the Closing Date), including, without limitation, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Collateral Administrative Agent and (C) to deliver to the Administrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit C, with appropriate insertions and attachments, and (iv) if requested by the Administrative Agent. If any amount in excess of $5,000,000 payable under or in connection with any of , deliver to the Collateral Administrative Agent legal opinions relating to the matters described above, which opinions shall be or become evidenced by any Instrumentin form and substance, Certificated Securityand from counsel, Security or Chattel Paper (or, if more than $5,000,000 in the aggregate payable under or in connection with the Collateral shall become evidenced by Instruments, Certificated Securities, Securities or Chattel Paper), such Instrument, Certificated Security, Security or Chattel Paper shall be promptly delivered to the Collateral Agent indorsed in a manner reasonably satisfactory to the Collateral Agent to be held as Collateral pursuant to this AgreementAdministrative Agent.

Additional Collateral, etc. (a) With respect to any Property (other than Excluded Collateral) located in the United States having a value, individually or in the aggregate, of at least $2,000,000 property acquired after the Closing Date by any Loan Party (other than (w) any interests in Real Property and any Property property described in paragraph (b), (c) or paragraph (d) of this Section 6.8below, (x) any Property property subject to a Lien expressly permitted by Section 7.3(g) or 7.3(z), (y) Instrumentsso long as the Term Loan Obligations Payment Date has not occurred, Certificated Securitiesany Term Loan Priority Collateral as to which the Term Loan Representative determines, Securities in its reasonable discretion and Chattel Paperin consultation with the Borrower, which are referred that the cost of obtaining a security interest therein is excessive in relation to in the last sentence value of this paragraph (athe security to be afforded thereby) and (z) Government Contracts, deposit accounts and securities accounts any property (the other than Term Loan Parties’ obligations with respect to which are contained in the Guarantee and Collateral Agreement)Priority Collateral) as to which the Collateral Administrative Agent determines, in its reasonable discretion and in consultation with the Borrower, that the cost of obtaining a security interest therein is excessive in relation to the value of the security to be afforded thereby) as to which the Administrative Agent, for the benefit of the Secured Parties Parties, does not have a perfected Lien, promptly (i) give notice of such Property to the Collateral Agent and execute and deliver to the Collateral Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Collateral Administrative Agent deems necessary or reasonably requests advisable to grant to the Collateral Agent for the benefit of the Secured Parties a security interest in such Property and (ii) take all actions reasonably requested by the Collateral Agent to grant to the Collateral Agent for the benefit of the Secured Parties a perfected security interest (to the extent required by the Security Documents and with the priority required by Section 4.17) in such Property (with respect to Property of a type owned by a Loan Party as of the Closing Date to the extent the Collateral Agent Administrative Agent, for the benefit of the Secured Parties, has a security interest in such property and (ii) take all actions necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected security interest in such Property as of property with the Closing Date)priority required by the Intercreditor Agreement, including, without limitation, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Collateral Administrative Agent. If any amount in excess of $5,000,000 payable under or in connection with any of the Collateral shall be or become evidenced by any Instrument, Certificated Security, Security or Chattel Paper (or, if more than $5,000,000 in the aggregate payable under or in connection with the Collateral shall become evidenced by Instruments, Certificated Securities, Securities or Chattel Paper), such Instrument, Certificated Security, Security or Chattel Paper shall be promptly delivered to the Collateral Agent indorsed in a manner reasonably satisfactory to the Collateral Agent to be held as Collateral pursuant to this Agreement.

Additional Collateral, etc. (a) With respect to any Property (other than Excluded CollateralVehicles, cash, Cash Equivalents, Foreign Cash Equivalents and other assets expressly excluded from the Collateral or excluded from the requirement that a Lien is perfected on such Property pursuant to the Security Documents) located in the United States having a value, individually or in the aggregate, of at least $2,000,000 acquired after the Closing Date by any Loan Party (other than (wx) any interests in Real Property real property and any Property described in paragraph (c) or paragraph (db) of this Section 6.8, (xy) any Property subject to a Lien expressly permitted by Section 7.3(g) or 7.3(z), and (yz) Instruments, Certificated Securities, Securities and Chattel Paper, which are referred to in the last sentence of this paragraph (a) and (z) Government Contracts, deposit accounts and securities accounts (the Loan Parties’ obligations with respect to which are contained in the Guarantee and Collateral Agreement)) as to which the Collateral Administrative Agent for the benefit of the Secured Parties does not have a perfected Lien, promptly (i) give notice of such Property to the Collateral Administrative Agent and execute and deliver to the Collateral Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Collateral Administrative Agent reasonably requests to grant to the Collateral Administrative Agent for the benefit of the Secured Parties a security interest in such Property and (ii) take all actions reasonably requested by the Collateral Administrative Agent to grant to the Collateral Administrative Agent for the benefit of the Secured Parties a perfected security interest (to the extent required by the Security Documents and with the priority required by Section 4.17) in such Property (with respect to Property of a type owned by a Loan Party as of the Closing Date to the extent the Collateral Administrative Agent for the benefit of the Secured Parties, has a perfected security interest in such Property as of the Closing Date), including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Collateral Administrative Agent. If any amount in excess of $5,000,000 payable under or in connection with any of the Collateral shall be or become evidenced by any Any Instrument, Certificated SecuritySecurity (other than in respect of the Capital Stock of any Subsidiary), Security or Chattel Paper (or, if more than in excess of $5,000,000 in the aggregate payable under or in connection with the Collateral shall become evidenced by Instruments, Certificated Securities, Securities or Chattel Paper), such Instrument, Certificated Security, Security or Chattel Paper 500,000 shall be promptly delivered to the Collateral Administrative Agent indorsed in a manner reasonably satisfactory to the Collateral Administrative Agent to be held as Collateral pursuant to this Agreementthe relevant Security Document.

Additional Collateral, etc. (a) With respect to any personal Property (other than Excluded Collateral) located in the United States having a value, individually or in the aggregate, of at least $2,000,000 acquired after the Closing Restatement Effective Date by Holdings or any of its Restricted Subsidiaries constituting any Additional Regal-Holdings Notes, any other possessory collateral required to be delivered to the Administrative Agent pursuant to any other Section of this Agreement, any collateral accounts required to be created under this Agreement or any other Loan Party (other than (w) any interests in Real Property Document and any Property provided as replacement Collateral under Section 7.5, (but specifically excluding (x) any Collateral described in paragraph paragraphs (b), (c) or paragraph (d) of this Section 6.86.10, (xy) any Property Collateral subject to a Lien expressly permitted by Section 7.3(gSections 7.3(f) or 7.3(z), and (yg) Instruments, Certificated Securities, Securities and Chattel Paper, which are referred to in the last sentence of this paragraph (abut only for so long as so subject) and (z) Government Contracts, deposit accounts and securities accounts (the Loan Parties’ obligations with respect to which are contained in the Guarantee and Collateral Agreement)acquired by an Excluded Foreign Subsidiary) as to which the Collateral Agent Administrative Agent, for the benefit of the Secured Parties Parties, does not have a perfected Liensecurity interest, promptly (and, in any event, within 30 days following the date of such acquisition (or, in the case of replacement Collateral contemplated by Section 7.5, within the time period set forth therein)): (i) give notice of such Property to the Collateral Agent and execute and deliver to the Collateral Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Collateral Administrative Agent reasonably requests deems necessary or advisable to grant to the Collateral Agent for the benefit of the Secured Parties a security interest in such Property and (ii) take all actions reasonably requested by the Collateral Agent to grant to the Collateral Agent for the benefit of the Secured Parties a perfected security interest (to the extent required by the Security Documents and with the priority required by Section 4.17) in such Property (with respect to Property of a type owned by a Loan Party as of the Closing Date to the extent the Collateral Agent Administrative Agent, for the benefit of the Secured Parties, has a perfected security interest in such Property as Collateral and (ii) take all actions necessary or advisable to grant to the Administrative Agent, for the benefit of the Closing Date)Secured Parties, a perfected first priority security interest in such Collateral, including, without limitation, the filing of Uniform Commercial Code UCC financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Collateral Administrative Agent. If any amount in excess of $5,000,000 payable under or in connection with any of the Collateral shall be or become evidenced by any Instrument, Certificated Security, Security or Chattel Paper (or, if more than $5,000,000 in the aggregate payable under or in connection with the Collateral shall become evidenced by Instruments, Certificated Securities, Securities or Chattel Paper), such Instrument, Certificated Security, Security or Chattel Paper shall be promptly delivered to the Collateral Agent indorsed in a manner reasonably satisfactory to the Collateral Agent to be held as Collateral pursuant to this Agreement.

Additional Collateral, etc. (a) With respect to any Property (other than Excluded Collateral) located in the United States having a value, individually or in the aggregate, of at least $2,000,000 property acquired after the Closing Date by any Loan Party (other than (w) any interests in Real Property and any Property property described in paragraph (b), (c) or paragraph (d) of this Section 6.8below, (x) any Property property subject to a Lien expressly permitted by Section 7.3(g) or 7.3(z), (y) Instrumentsso long as the ABL Obligations Payment Date has not occurred, Certificated Securitiesany ABL Priority Collateral as to which the ABL Representative determines, Securities in its reasonable discretion and Chattel Paperin consultation with the Borrower, which are referred that the cost of obtaining a security interest therein is excessive in relation to in the last sentence value of this paragraph (a) the security to be afforded thereby and (z) Government Contractsany property (or, deposit accounts and securities accounts (so long as the Loan Parties’ obligations with respect to which are contained in the Guarantee and Collateral Agreement)ABL Obligations Payment Date has not occurred, any property other than ABL Priority Collateral) as to which the Collateral Administrative Agent determines, in its reasonable discretion and in consultation with the Borrower, that the cost of obtaining a security interest therein is excessive in relation to the value of the security to be afforded thereby) as to which the Administrative Agent, for the benefit of the Secured Parties Parties, does not have a perfected Lien, promptly (i) give notice of such Property to the Collateral Agent and execute and deliver to the Collateral Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Collateral Administrative Agent deems necessary or reasonably requests advisable to grant to the Collateral Agent for the benefit of the Secured Parties a security interest in such Property and (ii) take all actions reasonably requested by the Collateral Agent to grant to the Collateral Agent for the benefit of the Secured Parties a perfected security interest (to the extent required by the Security Documents and with the priority required by Section 4.17) in such Property (with respect to Property of a type owned by a Loan Party as of the Closing Date to the extent the Collateral Agent Administrative Agent, for the benefit of the Secured Parties, has a security interest in such property and (ii) take all actions necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected security interest in any such Property as of property (with the Closing Datepriority required by the Intercreditor Agreement), including, without limitation, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Collateral Administrative Agent. If any amount in excess of $5,000,000 payable under or in connection with any of the Collateral shall be or become evidenced by any Instrument, Certificated Security, Security or Chattel Paper (or, if more than $5,000,000 in the aggregate payable under or in connection with the Collateral shall become evidenced by Instruments, Certificated Securities, Securities or Chattel Paper), such Instrument, Certificated Security, Security or Chattel Paper shall be promptly delivered to the Collateral Agent indorsed in a manner reasonably satisfactory to the Collateral Agent to be held as Collateral pursuant to this Agreement.

Additional Collateral, etc. (a) With respect to any Property (other than Excluded CollateralProperty to the extent expressly excluded from the Collateral pursuant to the Security Documents) located in the United States having a value, individually or in the aggregate, aggregate of at least $2,000,000 10,000,000 acquired after the Closing Date by the Borrower and any Loan Party Subsidiary Guarantor (other than (wx) any interests in Real Property real property and any Property described in paragraph (c) or paragraph (d) of this Section 6.8Section, (xy) any Property subject to a Lien expressly permitted by Section 7.3(g), 7.3(k) or 7.3(z), 7.3(aa) and (yz) Instruments, Certificated Securities, Securities and Chattel Paper, which are referred to in the last sentence of this paragraph (a) and (z) Government Contracts, deposit accounts and securities accounts (the Loan Parties’ obligations with respect to which are contained in the Guarantee and Collateral Agreement)) as to which the Collateral Administrative Agent for the benefit of the Secured Parties does not have a perfected Lien, promptly (i) give notice of such Property to the Collateral Administrative Agent and execute and deliver to the Collateral Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Collateral Administrative Agent reasonably requests to grant to the Collateral Administrative Agent for the benefit of the Secured Parties a security interest in such Property and (ii) take all actions reasonably requested by the Collateral Administrative Agent to grant to the Collateral Administrative Agent for the benefit of the Secured Parties a perfected security interest (to the extent required by the Security Documents and with the priority required by Section 4.17Documents) in such Property (with respect to Property of a type owned by the Borrower or a Loan Party Subsidiary Guarantor as of the Closing Date to the extent the Collateral Administrative Agent for the benefit of the Secured Parties, has a perfected security interest in such Property as of the Closing Date), including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Collateral Administrative Agent. If any amount in excess of $5,000,000 10,000,000 payable under or in connection with any of the Collateral shall be or become evidenced by any Instrument, Certificated Security, Security or Chattel Paper (or, if more than $5,000,000 10,000,000 in the aggregate payable under or in connection with the Collateral shall become evidenced by Instruments, Certificated Securities, Securities or Chattel Paper), such Instrument, Certificated Security, Security or Chattel Paper shall be promptly delivered to the Collateral Administrative Agent indorsed in a manner reasonably satisfactory to the Collateral Administrative Agent to be held as Collateral pursuant to this Agreement.

Additional Collateral, etc. (a) With respect to any Property (other than Excluded Collateral) located in the United States having a value, individually or in the aggregate, of at least $2,000,000 property acquired after the Closing Date by any Loan Party (other than (wA) any interests in Real Property and any Property property described in paragraph (b) or (c) or paragraph (d) of this Section 6.8below, (xB) any Property property subject to a Lien expressly permitted by Section 7.3(g) or 7.3(z), (yC) Instrumentsso long as the ABL Obligations Payment Date has not occurred, Certificated Securities, Securities and Chattel Paper, which are referred to in the last sentence of this paragraph (a) and (z) Government Contracts, deposit accounts and securities accounts (the Loan Parties’ obligations with respect any ABL Priority Collateral as to which are contained the ABL Representative determines, in its reasonable discretion and in consultation with the Borrower, that the cost of obtaining a security interest therein is excessive in relation to the value of the security to be afforded thereby, (D) any property (or, so long as the ABL Obligations Payment Date has not occurred, any property other than ABL Priority Collateral) as to which the Administrative Agent determines, in its reasonable discretion and in consultation with the Borrower, that the cost of obtaining a security interest therein is excessive in relation to the value of the security to be afforded thereby, (E) any property that is Excluded Property (as defined in the Guarantee and Collateral Agreement)) and (F) any real property) as to which the Collateral Agent Administrative Agent, for the benefit of the Secured Parties Parties, does not have a perfected Lien, promptly (i) give notice of such Property to the Collateral Agent and execute and deliver to the Collateral Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Collateral Administrative Agent deems necessary or reasonably requests advisable to grant to the Collateral Agent for the benefit of the Secured Parties a security interest in such Property and (ii) take all actions reasonably requested by the Collateral Agent to grant to the Collateral Agent for the benefit of the Secured Parties a perfected security interest (to the extent required by the Security Documents and with the priority required by Section 4.17) in such Property (with respect to Property of a type owned by a Loan Party as of the Closing Date to the extent the Collateral Agent Administrative Agent, for the benefit of the Secured Parties, has a security interest in such property and (ii) take all actions necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected security interest in any such Property as of property (with the Closing Datepriority required by the Intercreditor Agreements), including, without limitation, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Collateral Administrative Agent. If any amount in excess of $5,000,000 payable under or in connection with any of the Collateral shall be or become evidenced by any Instrument, Certificated Security, Security or Chattel Paper (or, if more than $5,000,000 in the aggregate payable under or in connection with the Collateral shall become evidenced by Instruments, Certificated Securities, Securities or Chattel Paper), such Instrument, Certificated Security, Security or Chattel Paper shall be promptly delivered to the Collateral Agent indorsed in a manner reasonably satisfactory to the Collateral Agent to be held as Collateral pursuant to this Agreement.

Additional Collateral, etc. (a) With respect to any Property (other than Excluded Collateral) located in the United States having a value, individually new Subsidiary created or in the aggregate, of at least $2,000,000 acquired after the Closing Date by the Borrower or any Loan Party (other than (w) any interests in Real Property and any Property described in paragraph (c) or paragraph (d) of this Section 6.8, (x) any Property subject to a Lien expressly permitted by Section 7.3(g) or 7.3(z), (y) Instruments, Certificated Securities, Securities and Chattel Paper, which are referred to in the last sentence of this paragraph (a) and (z) Government Contracts, deposit accounts and securities accounts (the Loan Parties’ obligations with respect to which are contained in the Guarantee and Collateral Agreement)) as to which the Collateral Agent for the benefit of the Secured Parties does not have a perfected Lienits Subsidiaries, promptly (i) give notice of such Property to the Collateral Agent and execute and deliver to the Collateral Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Collateral Administrative Agent reasonably requests deems necessary or advisable in order to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new Subsidiary which are owned by the Borrower or any of its Subsidiaries and required to be pledged pursuant to the Guarantee and Collateral Agreement, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers endorsed in blank executed and delivered by a Responsible Officer of the Borrower or such Subsidiary, as the case may be, (iii) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement to the extent required by this Agreement and the Guarantee and Collateral Agreement and (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties Lenders a perfected first priority security interest in the collateral described in the Guarantee and Collateral Agreement with respect to such Property and (ii) take all actions reasonably requested by the Collateral Agent to grant to the Collateral Agent for the benefit of the Secured Parties a perfected security interest (new Subsidiary to the extent required required, and as contemplated, by the Security Documents Guarantee and with the priority required by Section 4.17) in such Property (with respect to Property of a type owned by a Loan Party as of the Closing Date to the extent the Collateral Agent for the benefit of the Secured Parties, has a perfected security interest in such Property as of the Closing Date)Agreement, including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Collateral Administrative Agent and (iv) if reasonably requested by the Administrative Agent. If any amount in excess of $5,000,000 payable under or in connection with any of , deliver to the Collateral Administrative Agent legal opinions relating to the matters described above, which opinion shall be or become evidenced by any Instrumentin form and substance, Certificated Securityand from counsel, Security or Chattel Paper (or, if more than $5,000,000 in the aggregate payable under or in connection with the Collateral shall become evidenced by Instruments, Certificated Securities, Securities or Chattel Paper), such Instrument, Certificated Security, Security or Chattel Paper shall be promptly delivered to the Collateral Agent indorsed in a manner reasonably satisfactory to the Collateral Agent Administrative Agent, provided that notwithstanding the foregoing, (i) only 65% of the voting Capital Stock of any direct Foreign Subsidiary of the Borrower or any Domestic Subsidiary need be pledged under this clause (a), (ii) no voting Capital Stock of any Foreign Subsidiary other than a direct Foreign Subsidiary of the Borrower or any Domestic Subsidiary need be pledged under this clause (a), (iii) no Immaterial Subsidiary or any direct or indirect Foreign Subsidiary shall become a Guarantor or shall be required to pledge any of its assets hereunder or under any other Loan Document and (iv) no Subsidiary shall become a Guarantor or shall be held as Collateral pursuant required to this Agreementpledge any of its assets hereunder or under any other Loan Document if such Subsidiary is prohibited from doing so by any Requirement of Law or by any contractual obligation or if such Subsidiary would require a consent, approval, license or authorization from a Governmental Authority to do so.

Additional Collateral, etc. (a) With Subject to applicable Gaming Regulations and the terms herein, with respect to any personal property (including, without limitation any Capital Stock) or Intellectual Property (in each case, other than Excluded Collateralassets expressly excluded from the Collateral pursuant to the Security Documents) located in the United States having a value, individually acquired or in the aggregate, of at least $2,000,000 acquired created after the Closing Date by any Loan Party (other than (w) any interests in Real Property and any Property described in paragraph (c) or paragraph (d) of this Section 6.8, (x) any Property subject to a Lien expressly permitted by Section 7.3(g) or 7.3(z), (y) Instruments, Certificated Securities, Securities and Chattel Paper, which are referred to in the last sentence of this paragraph (a) and (z) Government Contracts, deposit accounts and securities accounts (the Loan Parties’ obligations with respect to which are contained in the Guarantee and Collateral Agreement)) as to which the Collateral Agent for the benefit of the Secured Parties does not have a perfected Lien, promptly promptly, but in any case within the later of (i) give notice the receipt of all requisite approvals under the applicable Gaming Regulations and (ii) sixty days (in each case, which period may be extended by the Administrative Agent in its reasonable discretion) or, in the case of any Intellectual Property, if later, concurrently with the delivery of the first Compliance Certificate after such Property to the Collateral Agent and acquisition or creation, (i) execute and deliver to the Collateral Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Collateral Agent reasonably requests requests, if any, as are necessary to grant to the Collateral Agent for the benefit of the Secured Parties a security interest in such Property and (ii) take all actions reasonably requested by the Collateral Agent or required by the Security Documents to grant to the Collateral Agent for the benefit of the Secured Parties a perfected security interest (to the extent required by the Security Documents and with the priority required by Section 4.17Documents) in such Property (with respect to Property of a type owned by a Loan Party as of the Closing Date to the extent the Collateral Agent for the benefit of the Secured Parties, has a perfected security interest in such Property as of the Closing Date)property, including, without limitation, the filing of Uniform Commercial Code UCC financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Collateral Agent. If any amount in excess of $5,000,000 payable under or in connection with any of the Collateral shall be or become evidenced by any Any Instrument, Certificated SecuritySecurity (other than in respect of the Capital Stock of any Subsidiary which is addressed in clause (c) below), Security or Chattel Paper (or, if more than in excess of $5,000,000 in the aggregate payable under or in connection with the Collateral shall become evidenced by Instruments, Certificated Securities, Securities or Chattel Paper), such Instrument, Certificated Security, Security or Chattel Paper 2,500,000 shall be promptly promptly, in any event, within the later of (i) the receipt of all requisite approvals under the applicable Gaming Regulations and (ii) sixty days of the receipt thereof, delivered to the Collateral Agent indorsed in a manner reasonably satisfactory to the Collateral Agent to be held as Collateral pursuant to this Agreementthe relevant Security Document; provided that if the pledge of the Capital Stock of any Subsidiary acquired or created after the Closing Date requires approval under applicable Gaming Regulations, the Borrower shall be required to pledge such Capital Stock only if the requisite approvals from the applicable Gaming Authorities are obtained after the exercise of its commercially reasonable efforts to obtain such approvals (and the Borrower agrees to use its commercially reasonable efforts to obtain such approvals).

Additional Collateral, etc. (a) With respect to any Property (other than Excluded Collateral) located in the United States having a value, individually or in the aggregate, of at least $2,000,000 property acquired after the Closing Date by any Loan Party (other than (w) any interests in Real Property and any Property property described in paragraph (b), (c) or paragraph (d) of this Section 6.8below, (x) any Property property subject to a Lien expressly permitted by Section 7.3(g) or 7.3(z), (y) Instrumentsso long as the Term Loan Obligations Payment Date has not occurred, Certificated Securitiesany Term Loan Priority Collateral as to which the Term Loan Representative determines, Securities in its reasonable discretion and Chattel Paperin consultation with the Borrower, which are referred that the cost of obtaining a security interest therein is excessive in relation to in the last sentence value of this paragraph (athe security to be afforded thereby) and (z) Government Contracts, deposit accounts and securities accounts any property (the other than Term Loan Parties’ obligations with respect to which are contained in the Guarantee and Collateral Agreement)Priority Collateral) as to which the Collateral Administrative Agent determines, in its reasonable discretion and in consultation with the Borrower, that the cost of obtaining a security interest therein is excessive in relation to the value of the security to be afforded thereby) as to which the Administrative Agent, for the benefit of the Secured Parties Parties, does not have a perfected Lien, promptly (i) give notice of such Property to the Collateral Agent and execute and deliver to the Collateral Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Collateral Administrative Agent deems necessary or reasonably requests advisable to grant to the Collateral Agent for the benefit of the Secured Parties a security interest in such Property and (ii) take all actions reasonably requested by the Collateral Agent to grant to the Collateral Agent for the benefit of the Secured Parties a perfected security interest (to the extent required by the Security Documents and with the priority required by Section 4.17) in such Property (with respect to Property of a type owned by a Loan Party as of the Closing Date to the extent the Collateral Agent Administrative Agent, for the benefit of the Secured Parties, has a security interest in such property and (ii) take all actions necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected security interest in such Property as of property with the Closing Date)priority required by the Intercreditor Agreement, including, without limitation, including (x) the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Collateral Agent. If any amount in excess Administrative Agent and (y) filing and recording of $5,000,000 payable under or in connection with any of the Collateral shall be or become evidenced by any Instrument, Certificated Security, Security or Chattel Paper (or, if more than $5,000,000 in the aggregate payable under or in connection intellectual property security agreements with the Collateral shall become evidenced by InstrumentsUnited States Patent and Trademark Office and the United States Copyright Office, Certificated Securities, Securities or Chattel Paper), such Instrument, Certificated Security, Security or Chattel Paper shall be promptly delivered to the Collateral Agent indorsed in a manner reasonably satisfactory to the Collateral Agent to be held as Collateral pursuant to this Agreementapplicable.

Additional Collateral, etc. (a) With respect to any Property (other than Excluded Collateral) located property in the United States having form of Capital Stock of a valueRestricted Subsidiary or intercompany notes or intercompany receivables (but, individually or in the aggregatecase of any intercompany note or receivable owing by an Unrestricted Subsidiary, only if it arises out of at least $2,000,000 the sale of solar modules) acquired after the Closing Date by any Loan Party (other than (w) any interests in Real Property and any Property such property described in paragraph (b) or (c) or paragraph (d) of this Section 6.8, (x) below and such property acquired by any Property subject to a Lien expressly permitted by Section 7.3(g) or 7.3(z), (y) Instruments, Certificated Securities, Securities and Chattel Paper, which are referred to in the last sentence of this paragraph (a) and (z) Government Contracts, deposit accounts and securities accounts (the Loan Parties’ obligations with respect to which are contained in the Guarantee and Collateral Agreement)Excluded Foreign Subsidiary) as to which the Collateral Agent Administrative Agent, for the benefit of the Secured Parties Lenders, does not have a perfected Lien, promptly (i) give notice of such Property to the Collateral Agent and execute and deliver to the Collateral Administrative Agent such amendments to the Guarantee and Collateral Agreement Agreement, the Foreign Collateral Agreements or such other documents as the Collateral Administrative Agent reasonably requests deems necessary or advisable to grant to the Collateral Agent Administrative Agent, for the benefit of the Secured Parties Lenders, a security interest in such Property property (provided that, only with respect to the Obligations of the Company or any Domestic Subsidiary Guarantor, the amount of Capital Stock of any Restricted Subsidiary that is a first-tier Foreign Subsidiary owned by the Company or any Domestic Subsidiary Guarantor pledged pursuant to this Section 6.9(a) shall be limited to 66% of the total outstanding voting Capital Stock and 100% of the total outstanding non-voting Capital Stock of such Foreign Subsidiary) and (ii) take all actions reasonably requested by the Collateral Agent necessary or advisable to grant to the Collateral Agent Administrative Agent, for the benefit of the Secured Parties Lenders, a perfected security interest (to the extent required by the Security Documents and with the first priority required by Section 4.17) in such Property (with respect to Property of a type owned by a Loan Party as of the Closing Date to the extent the Collateral Agent for the benefit of the Secured Parties, has a perfected security interest in such Property as of the Closing Date)property, including, without limitation, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Collateral Administrative Agent. If any amount in excess of $5,000,000 payable under or in connection with any of the Collateral shall be or become evidenced by any Instrument, Certificated Security, Security or Chattel Paper (or, if more than $5,000,000 in the aggregate payable under or in connection with the Collateral shall become evidenced by Instruments, Certificated Securities, Securities or Chattel Paper), such Instrument, Certificated Security, Security or Chattel Paper shall be promptly delivered to the Collateral Agent indorsed in a manner reasonably satisfactory to the Collateral Agent to be held as Collateral pursuant to this Agreement.

Additional Collateral, etc. (a) With respect to any Property (other than Excluded Collateral) located in the United States having a value, individually or in the aggregate, of at least $2,000,000 property acquired after the Closing Date by any Loan Party (other than (w) any interests in Real Property and any Property property described in paragraph (b), (c) or paragraph (d) of this Section 6.8below, (x) any Property property subject to a Lien expressly permitted by Section 7.3(g) or 7.3(z), (y) Instrumentsso long as the ABL Obligations Payment Date has not occurred, Certificated Securitiesany ABL Priority Collateral as to which the ABL Representative determines, Securities in its reasonable discretion and Chattel Paperin consultation with the Borrower, which are referred that the cost of obtaining a security interest therein is excessive in relation to in the last sentence value of this paragraph (a) the security to be afforded thereby and (z) Government Contractsany property (or, deposit accounts and securities accounts (so long as the Loan Parties’ obligations with respect to which are contained in the Guarantee and Collateral Agreement)ABL Obligations Payment Date has not occurred, any property other than ABL Priority Collateral) as to which the Collateral Administrative Agent determines, in its reasonable discretion and in consultation with the Borrower, that the cost of obtaining a security interest therein is excessive in relation to the value of the security to be afforded thereby) as to which the Administrative Agent, for the benefit of the Secured Parties Parties, does not have a perfected Lien, promptly (i) give notice of such Property to the Collateral Agent and execute and deliver to the Collateral Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Collateral Administrative Agent deems necessary or reasonably requests advisable to grant to the Collateral Agent for the benefit of the Secured Parties a security interest in such Property and (ii) take all actions reasonably requested by the Collateral Agent to grant to the Collateral Agent for the benefit of the Secured Parties a perfected security interest (to the extent required by the Security Documents and with the priority required by Section 4.17) in such Property (with respect to Property of a type owned by a Loan Party as of the Closing Date to the extent the Collateral Agent Administrative Agent, for the benefit of the Secured Parties, has a security interest in such property and (ii) take all actions necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected security interest in any such Property as of property (with the Closing Datepriority required by the Intercreditor Agreement), including, without limitation, including (x) the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Collateral Agent. If any amount in excess Administrative Agent and (y) filing and recording of $5,000,000 payable under or in connection with any of the Collateral shall be or become evidenced by any Instrument, Certificated Security, Security or Chattel Paper (or, if more than $5,000,000 in the aggregate payable under or in connection intellectual property security agreements with the Collateral shall become evidenced by InstrumentsUnited States Patent and Trademark Office and the United States Copyright Office, Certificated Securities, Securities or Chattel Paper), such Instrument, Certificated Security, Security or Chattel Paper shall be promptly delivered to the Collateral Agent indorsed in a manner reasonably satisfactory to the Collateral Agent to be held as Collateral pursuant to this Agreementapplicable.

Additional Collateral, etc. (a) With respect to any Property property (other than any Excluded CollateralProperty) located in the United States having a value, individually or in the aggregate, of at least $2,000,000 acquired after the Closing Date by any Loan Party Party, including without limitation pursuant to Section 7.02(h), or any property that ceases to be Excluded Property promptly (other than but in any event within 30 days after such acquisition or the date on which such property ceases to be Excluded Property (w) any interests or such longer period as may be agreed to by the Administrative Agent in Real Property and any Property described in paragraph (c) or paragraph (d) of this Section 6.8, (x) any Property subject to a Lien expressly permitted by Section 7.3(g) or 7.3(zits sole discretion)), (yA) Instruments, Certificated Securities, Securities and Chattel Paper, which are referred to in the last sentence of this paragraph (a) and (z) Government Contracts, deposit accounts and securities accounts (the Loan Parties’ obligations with respect to which are contained in the Guarantee and Collateral Agreement)) as to which the Collateral Agent for the benefit of the Secured Parties does not have a perfected Lien, promptly (i) give notice of such Property to the Collateral Agent and execute and deliver to the Collateral Administrative Agent such amendments or addendums to the Guarantee and Collateral Agreement Documents or such other documents as the Collateral Administrative Agent reasonably requests deems necessary to grant to the Collateral Agent for the benefit of the Secured Parties a security interest in such Property and (ii) take all actions reasonably requested by the Collateral Agent to grant to the Collateral Agent for the benefit of the Secured Parties a perfected security interest (to the extent required by the Security Documents and with the priority required by Section 4.17) in such Property (with respect to Property of a type owned by a Loan Party as of the Closing Date to the extent the Collateral Agent Administrative Agent, for the benefit of the Secured Parties, has a perfected security interest in such Property as Property, (B) take all actions necessary to grant to the Administrative Agent, for the benefit of the Closing DateSecured Parties, a perfected first priority security interest in such property (subject only to applicable Permitted Liens), including, including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement Security Documents or by law or as may be reasonably requested by the Collateral Administrative Agent. If any amount in excess of $5,000,000 payable under or in connection with any of , (C) if requested by the Collateral Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be or become evidenced by any Instrumentin form and substance, Certificated Securityand from counsel, Security or Chattel Paper (or, if more than $5,000,000 in the aggregate payable under or in connection with the Collateral shall become evidenced by Instruments, Certificated Securities, Securities or Chattel Paper), such Instrument, Certificated Security, Security or Chattel Paper shall be promptly delivered to the Collateral Agent indorsed in a manner reasonably satisfactory to the Collateral Administrative Agent, in each case within 30 days (or such longer period as may be agreed to by the Administrative Agent in its sole discretion) following the applicable requests of the Administrative Agent and receipt of applicable documents, if any, and (D) with respect to be held any Material Real Property that is a Flood Hazard Property, (1) the applicable Loan Party’s written acknowledgment of receipt of written notification from the Administrative Agent (A) as Collateral pursuant to this Agreementthe fact that such Material Real Property is a Flood Hazard Property, (B) as to whether the community in which each such Flood Hazard Property is located is participating in the National Flood Insurance Program and (C) such other flood hazard determination forms, notices and confirmations thereof as requested by the Administrative Agent and (2) copies of insurance policies or certificates of insurance of the applicable Loan Party evidencing flood insurance reasonably satisfactory to the Administrative Agent and naming the Administrative Agent as loss payee on behalf of the Lenders.

Additional Collateral, etc. (a) With respect to any personal Property acquired, created or developed (other than Excluded Collateralincluding, without limitation, the filing of any applications for the registration or issuance of any Intellectual Property) located in the United States having a value, individually or in the aggregate, of at least $2,000,000 acquired after the Closing Date by any Loan Party including any Immaterial Subsidiary which, after giving effect to such acquisition, is no longer an Excluded Subsidiary (other than any leasehold estate in a retail store, (wi) any interests in Real Property and any Property described in paragraph (cb) or paragraph (dc) of this Section 6.8(without regard to the value threshold set forth therein), (xii) any Property subject to a Lien expressly permitted by Section 7.3(g) or 7.3(z6.3(g), (yiii) Instrumentsthat portion of the Capital Stock of a Foreign Subsidiary excluded from the Collateral pursuant to the terms of the Guarantee and Collateral Agreement, Certificated Securities, Securities and Chattel Paper, (iv) Property consisting of deposit accounts which are referred not required by the terms of the Guarantee and Collateral Agreement to in the last sentence of this paragraph (abe subject to control agreements) and (zv) Government Contracts, deposit accounts and securities accounts any other Excluded Assets (the Loan Parties’ obligations with respect to which are contained as defined in the Guarantee and Collateral Agreement)) as to which the Collateral Agent Administrative Agent, for the benefit of the Secured Parties Parties, does not have a perfected Lien), promptly (ix) give notice of such Property to the Collateral Agent and execute and deliver to the Collateral Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Collateral Administrative Agent deems reasonably requests necessary to grant to the Collateral Agent Administrative Agent, for the benefit of the Secured Parties Parties, a security interest in such Property and (iiy) take all actions reasonably requested by the Collateral Agent necessary to grant to the Collateral Agent for the benefit of the Secured Parties a perfected security interest (to the extent required by the Security Documents and with the priority required by Section 4.17) in such Property (with respect to Property of a type owned by a Loan Party as of the Closing Date to the extent the Collateral Agent Administrative Agent, for the benefit of the Secured Parties, has a perfected first priority security interest (subject to Permitted Liens) in such Property as of to the Closing Date)extent required under the Guarantee and Collateral Agreement, including, including without limitation, the filing of Uniform Commercial Code UCC financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Collateral Agent. If any amount in excess of $5,000,000 payable under or in connection with any of the Collateral shall be or become evidenced by any Instrument, Certificated Security, Security or Chattel Paper (or, if more than $5,000,000 in the aggregate payable under or in connection with the Collateral shall become evidenced by Instruments, Certificated Securities, Securities or Chattel Paper), such Instrument, Certificated Security, Security or Chattel Paper shall be promptly delivered to the Collateral Agent indorsed in a manner reasonably satisfactory to the Collateral Agent to be held as Collateral pursuant to this Agreementlaw.

Additional Collateral, etc. (a) With respect to any Property (other than Excluded Collateral) located in the United States having a value, individually or in the aggregate, of at least $2,000,000 property acquired after the Closing Date by any Loan Party (other than (w) any interests in Real Property and any Property property described in paragraph (b), (c) or paragraph (d) of this Section 6.8below, (x) any Property property subject to a Lien expressly permitted by Section 7.3(g8.3(g) or 7.3(z(solely to the extent the terms of such Indebtedness relating to such Lien prohibit the granting of a Lien to secure the Obligations), (y) Instruments, Certificated Securities, Securities and Chattel Paper, which are referred to in the last sentence of this paragraph (a) any property acquired by any Excluded Subsidiary and (z) Government Contracts, deposit accounts and securities accounts (the Loan Parties’ obligations with respect to which are contained in the Guarantee and Collateral Agreement)any Foreign Intellectual Property) as to which the Collateral Agent Agent, for the benefit of the Secured Parties Parties, does not have a perfected Lien, promptly within 10 Business Days of such acquisition (or such longer period as may be reasonably acceptable to the Collateral Agent) (i) give notice of such Property to the Collateral Agent and execute and deliver to the Collateral Agent such amendments to the Guarantee and Collateral Agreement applicable Security Document or such other documents as the Collateral Agent reasonably requests deems necessary or advisable to grant to the Collateral Agent for the benefit of the Secured Parties a security interest in such Property and (ii) take all actions reasonably requested by the Collateral Agent to grant to the Collateral Agent for the benefit of the Secured Parties a perfected security interest (to the extent required by the Security Documents and with the priority required by Section 4.17) in such Property (with respect to Property of a type owned by a Loan Party as of the Closing Date to the extent the Collateral Agent Agent, for the benefit of the Secured Parties, has a perfected security interest in such Property as property, (ii) take all actions necessary or advisable to grant to the Collateral Agent, for the benefit of the Closing DateSecured Parties, a perfected first priority security interest in such property (in the case of property other than Capital Stock, subject to Liens permitted under Section 8.3 and in the case of Capital Stock, subject to non-consensual Liens imposed by any Requirement of Law), including, without limitation, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the applicable Security Document or by law and, in the case of United States registered or applied-for Intellectual Property ((other than registered domain names and United States intent-to-use trademark applications that are included in the Excluded Collateral (as defined in the Guarantee and Collateral Agreement)), the recordation of an Intellectual Property Security Agreement evidencing the security interest created in such United States Intellectual Property suitable for recordation in the United States Patent and Trademark Office or by law or the United States Copyright Office, as may be reasonably applicable, and (iii) if requested by the Collateral Agent. If any amount in excess of $5,000,000 payable under or in connection with any of the Collateral shall be or become evidenced by any Instrument, Certificated Security, Security or Chattel Paper (or, if more than $5,000,000 in the aggregate payable under or in connection with the Collateral shall become evidenced by Instruments, Certificated Securities, Securities or Chattel Paper), such Instrument, Certificated Security, Security or Chattel Paper shall be promptly delivered deliver to the Collateral Agent indorsed legal opinions relating to the matters described above, which opinions shall be in a manner form and substance, and from counsel, reasonably satisfactory to the Collateral Agent to be held as Collateral pursuant to this AgreementAgent.

Additional Collateral, etc. (a) With respect to any personal property or Intellectual Property (other than Excluded Collateralassets expressly excluded from the Collateral pursuant to the Security Documents) located in the United States having a value, individually acquired or in the aggregate, of at least $2,000,000 acquired created after the Closing Date by any Loan Party (other than (w) any interests in Real Property and any Property described in paragraph (c) or paragraph (d) of this Section 6.8, (x) any Property property subject to a Lien expressly permitted by Section 7.3(g) or 7.3(z), and (y) Instruments, Certificated Securities, Securities and Chattel Paper, which are referred to in the last sentence of this paragraph (a) and (z) Government Contracts, deposit accounts and securities accounts (the Loan Parties’ obligations with respect to which are contained in the Guarantee and Collateral Agreement)) as to which the Collateral Agent for the benefit of the Secured Parties does not have a perfected Lien, promptly promptly, but in any case within 30 days (which period may be extended by the Administrative Agent in its reasonable discretion), (i) give notice of such Property property to the Collateral Agent and execute and deliver to the Collateral Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Collateral Agent reasonably requests to grant to the Collateral Agent for the benefit of the Secured Parties a security interest in such Property and (ii) take all actions reasonably requested by the Collateral Agent to grant to the Collateral Agent for the benefit of the Secured Parties a perfected security interest (to the extent required by the Security Documents and with the priority required by Section 4.17) in such Property property (with respect to Property property of a type owned by a Loan Party as of the Closing Date to the extent the Collateral Agent for the benefit of the Secured Parties, has a perfected security interest in such Property property as of the Closing Date), including, without limitation, the filing of Uniform Commercial Code UCC financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Collateral Agent. If any amount in excess of $5,000,000 payable under or in connection with any of the Collateral shall be or become evidenced by any Any Instrument, Certificated SecuritySecurity (other than in respect of the Capital Stock of any Subsidiary), Security or Chattel Paper (or, if more than in excess of $5,000,000 in the aggregate payable under or in connection with the Collateral shall become evidenced by Instruments, Certificated Securities, Securities or Chattel Paper), such Instrument, Certificated Security, Security or Chattel Paper 2,500,000 shall be promptly delivered to the Collateral Agent indorsed in a manner reasonably satisfactory to the Collateral Agent to be held as Collateral pursuant to this Agreementthe relevant Security Document.

Additional Collateral, etc. (a) With respect to any Property (other than Excluded Collateral) located in the United States having a value, individually Additional Guarantor created or in the aggregate, of at least $2,000,000 acquired after the Closing Date by any Loan Party (other than (w) any interests in Real Property and any Property described in paragraph (c) or paragraph (d) which, for the purposes of this Section 6.8paragraph, (x) shall include any Property subject existing Subsidiary that ceases to a Lien expressly permitted by Section 7.3(g) be an Excluded Subsidiary or 7.3(zTransparent Subsidiary), within 30 days after the formation or acquisition of such Subsidiary (yor such Subsidiary ceasing to be an Excluded Subsidiary or Transparent Subsidiary) Instruments, Certificated Securities, Securities and Chattel Paper, which are referred to in the last sentence of this paragraph (a) and (z) Government Contracts, deposit accounts and securities accounts (the Loan Parties’ obligations with respect to which are contained in the Guarantee and Collateral Agreement)) as to which the Collateral Agent for the benefit of the Secured Parties does not have a perfected Lien, promptly (i) give notice of such Property to the Collateral Agent and execute and deliver to the Collateral Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Collateral Agent reasonably requests shall be necessary to grant to the Collateral Agent for the benefit of the Secured Parties a valid and perfected security interest in the Equity Interests of such Property and Additional Guarantor, (ii) take all actions reasonably requested by deliver to the Collateral Agent the certificates, if any, representing such Equity Interests (to the extent constituting “certificated securities” under the applicable UCC), together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Company or such Subsidiary, as the case may be, (iii) cause such Additional Guarantor (A) to become a party to the Guarantee and Collateral Agreement and (B) to take such actions as are necessary to grant to the Collateral Agent for the benefit of the Secured Parties a perfected security interest (to the extent required by the Security Documents valid and with the priority required by Section 4.17) in such Property (with respect to Property of a type owned by a Loan Party as of the Closing Date to the extent the Collateral Agent for the benefit of the Secured Parties, has a perfected security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such Property as of the Closing Date)Additional Guarantor, including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Collateral Agent. If any amount in excess of $5,000,000 payable under or in connection with any of , (iv) if requested by the Collateral shall be or become evidenced by any InstrumentAgent, Certificated Security, Security or Chattel Paper (or, if more than $5,000,000 in the aggregate payable under or in connection with the Collateral shall become evidenced by Instruments, Certificated Securities, Securities or Chattel Paper), such Instrument, Certificated Security, Security or Chattel Paper shall be promptly delivered deliver to the Collateral Agent indorsed legal opinions relating to the matters described above, which opinions shall be in a manner form and substance, and from counsel, reasonably satisfactory to the Collateral Agent Agent, and (v) take such other actions as may be required to cause the Collateral and Guarantee Requirement to be held as Collateral pursuant satisfied with respect to this Agreementsuch Additional Guarantor.

Additional Collateral, etc. (a) With respect to any Property (other than Excluded Collateral) located in the United States having a value, individually or in the aggregate, of at least $2,000,000 property acquired after the Closing Date by the Borrower or any Loan Party Subsidiary Guarantor (other than (w) any interests in Real Property and any Property property described in paragraph clause (cb) or paragraph (d) of this Section 6.8below, (x) any Property property constituting Excluded Assets and (y) any property subject to a Lien expressly permitted by Section 7.3(g) or 7.3(z), (y) Instruments, Certificated Securities, Securities and Chattel Paper, which are referred to in the last sentence of this paragraph (a) and (z) Government Contracts, deposit accounts and securities accounts (the Loan Parties’ obligations with respect to which are contained in the Guarantee and Collateral Agreement)) as to which the Collateral Agent Agent, for the benefit of the Secured Parties Parties, does not have a perfected Lien, ) promptly (i) give notice of such Property to the Collateral Agent and execute and deliver to the Collateral Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent or the Collateral Agent reasonably requests deems necessary or advisable to grant to the Collateral Agent for the benefit of the Secured Parties a security interest in such Property and (ii) take all actions reasonably requested by the Collateral Agent to grant to the Collateral Agent for the benefit of the Secured Parties a perfected security interest (to the extent required by the Security Documents and with the priority required by Section 4.17) in such Property (with respect to Property of a type owned by a Loan Party as of the Closing Date to the extent the Collateral Agent Agent, for the benefit of the Secured Parties, has a perfected security interest in such Property as property, (ii) take all actions necessary or advisable to grant to the Collateral Agent, for the benefit of the Closing DateSecured Parties, a perfected first priority security interest in such property (subject to Permitted Liens), includingincluding the entering into of account control agreements (to the extent required by Section 6.15), without limitation, delivery of Collateral that can be perfected by possession and the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Collateral Agent. If any amount in excess of $5,000,000 payable under Administrative Agent or in connection with any of the Collateral shall be or become evidenced by any Instrument, Certificated Security, Security or Chattel Paper (or, if more than $5,000,000 in the aggregate payable under or in connection with the Collateral shall become evidenced by Instruments, Certificated Securities, Securities or Chattel Paper), such Instrument, Certificated Security, Security or Chattel Paper shall be promptly delivered to the Collateral Agent indorsed and (iii) if requested by the Administrative Agent or the Collateral Agent with respect to any property with a value, in a manner the reasonable opinion of the Borrower, equal to, individually or in the aggregate, $10,000,000 or more, deliver to the Administrative Agent and the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent and the Collateral Agent Agent; provided that the actions contemplated by clause (ii) shall not be required in respect of any such property if perfection of the security interest in such property requires more than entering into of account control agreements (to the extent required by Section 6.15) and the filing of Uniform Commercial Code financing statements or delivery of Collateral that can be held as Collateral pursuant perfected by possession unless the value, in the reasonable opinion of the Borrower, of such property, individually or in the aggregate, is equal to this Agreement$3,000,000 or more.

Additional Collateral, etc. (a) With respect to any Property (other than Excluded Collateral) located in the United States having a value, individually or in the aggregate, of at least $2,000,000 property acquired after the Closing Date by any Loan Party (other than (wx) any interests in Real Property and any Property property described in paragraph (b), (c) or paragraph (d) of this Section 6.8, (x) any Property subject to a Lien expressly permitted by Section 7.3(g) or 7.3(z), below and (y) Instruments, Certificated Securities, Securities and Chattel Paper, which are referred to in the last sentence of this paragraph (a) and (z) Government Contracts, deposit accounts and securities accounts (the Loan Parties’ obligations with respect to which are contained in the Guarantee and Collateral Agreement)property acquired by any Excluded Foreign Subsidiary) as to which the Collateral Agent Trustee, for the benefit of the Lenders and the Administrative Agent and any other Priority Lien Secured Parties (as defined in the Collateral Trust Agreement), does not have a perfected Lien, promptly (i) give notice of such Property to the Collateral Agent and execute and deliver to the Collateral Trustee and the Administrative Agent such amendments to agreements and documents, and take such other actions, as may be required by the terms and conditions of the Guarantee and Collateral Agreement or such other documents as Agreement, that the Collateral Trustee or the Administrative Agent reasonably requests deems necessary or advisable to grant to the Collateral Agent Trustee, for the benefit of the Lenders and the Administrative Agent and any other Priority Lien Secured Parties Parties, a security interest in such Property property to the extent required by the terms and conditions of the Guarantee and Collateral Agreement, and (ii) take all actions necessary or reasonably requested by the Collateral Agent advisable to grant to the Collateral Agent Trustee, for the benefit of the Secured Parties a perfected security interest (to Lenders and the extent required by the Security Documents Administrative Agent and with the priority required by Section 4.17) in such Property (with respect to Property of a type owned by a Loan Party as of the Closing Date to the extent the Collateral Agent for the benefit of the any other Priority Lien Secured Parties, has a perfected first priority security interest in such Property as of the Closing Date)property, including, without limitation, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Collateral Administrative Agent. If any amount Notwithstanding the foregoing, no such actions shall be required in excess respect of $5,000,000 payable under or assets as to which the Administrative Agent shall determine in connection with any the exercise of its reasonable credit judgment that the costs of obtaining a Lien thereon are excessive in relation to the value of the Collateral shall be or become evidenced by any Instrument, Certificated Security, Security or Chattel Paper (or, if more than $5,000,000 in the aggregate payable under or in connection with the Collateral shall become evidenced by Instruments, Certificated Securities, Securities or Chattel Paper), such Instrument, Certificated Security, Security or Chattel Paper shall be promptly delivered to the Collateral Agent indorsed in a manner reasonably satisfactory to the Collateral Agent security to be held as Collateral pursuant to this Agreementafforded thereby.

Additional Collateral, etc. (a) With respect to any Property (other than Excluded Collateral) located in the United States having a value, individually or in the aggregate, of at least $2,000,000 property acquired after the Closing Date by any Loan Party that is property of the type which would otherwise constitute Collateral subject to the Lien created by any of the Security Documents but is not yet so subject (other than (w) any interests in Real Property and any Property described in paragraph (c) or paragraph (d) of this Section 6.8including, without limitation, (x) all Capital Stock held by any Property subject to a Lien expressly permitted by Section 7.3(g) Loan Party in any newly formed or 7.3(z), acquired Subsidiary of the Borrower and (y) Instrumentsall Capital Stock held by any Loan Party in any Affiliated Investor) (collectively, Certificated Securitiesthe “After-Acquired Property”), Securities and Chattel Paper, which are referred to promptly but in any event within 60 days after the last sentence of this paragraph (a) and (z) Government Contracts, deposit accounts and securities accounts (the Loan Parties’ obligations with respect to which are contained in the Guarantee and Collateral Agreement)) as to which the Collateral Agent for the benefit end of the Secured Parties does not have a perfected Lien, promptly fiscal year during which such property was acquired (or by such later date as the Administrative Agent may agree in its sole discretion) (i) give notice of such Property to the Collateral Agent and execute and deliver to the Collateral Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Collateral Administrative Agent may reasonably requests request to grant to the Collateral Agent Administrative Agent, for the benefit of the Secured Parties Lenders, a security interest in such Property property and (ii) take all actions necessary or reasonably requested by the Collateral Agent to grant to the Collateral Agent Administrative Agent, for the benefit of the Secured Parties Lenders, a perfected security interest (to the extent required by the Security Documents and with the first priority required by Section 4.17) in such Property (with respect to Property of a type owned by a Loan Party as of the Closing Date to the extent the Collateral Agent for the benefit of the Secured Parties, has a perfected security interest in such Property as of the Closing Date)property, including, without limitation, including (A) the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Collateral Agent. If Administrative Agent and (B) the delivery of the certificates (if any) representing any amount such Capital Stock acquired (together with undated stock powers or other appropriate instruments of transfer executed and delivered in blank by a duly authorized officer of the holder(s) of such Capital Stock); provided that to extent that the documents described in clause (i) of this clause (a) have not been executed and delivered or the actions described in clause (ii) of this clause (a) have not been taken, in each case, with respect to any After-Acquired Property with an aggregate value in excess of $5,000,000 payable under or in connection with any 5.0% of the Collateral Total Asset Value at any time, the Borrower shall cause the requirements set forth in clauses (i) and (ii) of this clause (a) to be or become evidenced by any Instrument, Certificated Security, Security or Chattel Paper (or, if more than $5,000,000 in met within 60 days after the aggregate payable under or in connection with end of the Collateral shall become evidenced by Instruments, Certificated Securities, Securities or Chattel Paper), fiscal quarter during which such Instrument, Certificated Security, Security or Chattel Paper shall be promptly delivered limit was exceeded to the Collateral Agent indorsed in a manner reasonably satisfactory extent necessary to the Collateral Agent to be held as Collateral pursuant to this Agreementeliminate such excess.

Additional Collateral, etc. (a) With respect to any Property (other than Excluded Collateral) located in the United States having a value, individually or in the aggregate, of at least $2,000,000 acquired after the Closing Date by the Company or any Loan Party of its Restricted Subsidiaries (other than (w1) any interests interest in Real Property and real property or any Property described in paragraph (c) or paragraph (d2) of this Section 6.86.08, (x3) any Property subject to a Lien expressly permitted by Section 7.3(g) or 7.3(z7.03(g), (y4) InstrumentsProperty acquired by an Excluded Domestic Subsidiary, Certificated Securities(5) Property acquired by a Foreign Subsidiary, Securities and Chattel Paper, which are referred to in the last sentence of this paragraph (a6) any Excluded Asset and (z7) Government Contracts, deposit accounts and securities accounts (the Loan Parties’ obligations with respect to which are contained Capital Stock in the Guarantee and Collateral Agreement)a Foreign Subsidiary or Immaterial Restricted Subsidiary) as to which the Collateral Agent Agent, for the benefit of the Secured Parties Parties, does not have a perfected Lien, promptly (i) give notice of such Property to the Collateral Agent and execute and deliver to the Collateral Agent such amendments to the Guarantee and Collateral Agreement or and such other documents (including intellectual property security agreements) as the Collateral Agent reasonably requests deems necessary or advisable to grant to the Collateral Agent for the benefit of the Secured Parties a security interest in such Property and (ii) take all actions reasonably requested by the Collateral Agent to grant to the Collateral Agent for the benefit of the Secured Parties a perfected security interest (to the extent required by the Security Documents and with the priority required by Section 4.17) in such Property (with respect to Property of a type owned by a Loan Party as of the Closing Date to the extent the Collateral Agent Agent, for the benefit of the Secured Parties, has a perfected security interest in such Property (to the extent such Property is of a type that would constitute Collateral as described in the Guarantee and Collateral Agreement) and (ii) take all actions necessary or advisable to grant to the Collateral Agent, for the benefit of the Closing DateSecured Parties, a perfected first priority security interest (subject, except in the case of the pledge of any Restricted Subsidiary Capital Stock, to Liens permitted by Section 7.03) in such Property (to the extent required by the Guarantee and Collateral Agreement), including, including without limitation, the filing of Uniform Commercial Code financing statements and equivalent filings in other jurisdictions and/or intellectual property security agreements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Collateral Agent. If any amount in excess of $5,000,000 payable under or in connection with any of the Collateral shall be or become evidenced by any Instrument, Certificated Security, Security or Chattel Paper (or, if more than $5,000,000 in the aggregate payable under or in connection with the Collateral shall become evidenced by Instruments, Certificated Securities, Securities or Chattel Paper), such Instrument, Certificated Security, Security or Chattel Paper shall be promptly delivered to the Collateral Agent indorsed in a manner reasonably satisfactory to the Collateral Agent to be held as Collateral pursuant to this Agreement.

Additional Collateral, etc. (a) With respect to any Property (other than Excluded Collateral) located in the United States (or with respect to Property of any Non-US Guarantor, any Property (other than Excluded Collateral) located in jurisdiction of formation of such Non-US Guarantor or any other jurisdiction in which such Non-US Guarantor has previously granted a security interest to secure the Obligations, in each case to the extent required by the Security Documents to which such Non-US Guarantor is a party) having a value, individually or in the aggregate, of at least $2,000,000 10,000,000 acquired after the Closing Date by the Borrower or any Loan Party Subsidiary Guarantor (other than (wi) any interests in Real Property and any Property described in paragraph (c) or paragraph (d) of this Section 6.8, (xii) any Property subject to a Lien expressly permitted by Section 7.3(g) or 7.3(z7.3(y), and (yiii) Instruments, Certificated Securities, Securities and Chattel Paper, which are referred to in the last sentence of this paragraph (a) and (z) Government Contracts, deposit accounts and securities accounts (the Loan Parties’ obligations with respect to which are contained in the Guarantee and Collateral Agreement)) as to which the Collateral Agent for the benefit of the Secured Parties does not have a perfected Lien, promptly (iA) give notice of such Property to the Collateral Agent and execute and deliver to the Collateral Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Collateral Agent reasonably requests to grant to the Collateral Agent for the benefit of the Secured Parties a security interest in such Property and (iiB) take all actions reasonably requested by the Collateral Agent to grant to the Collateral Agent Agent, for the benefit of the Secured Parties Parties, a perfected security interest (to the extent required by the Security Loan Documents and with the priority required by Section 4.17) in such Property (with respect to Property of a type owned by a Loan Party the Borrower or any Subsidiary Guarantor as of the Closing Date to the extent the Collateral Agent Agent, for the benefit of the Secured Parties, has a perfected security interest in such Property as of the Closing Date), including, without limitation, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Collateral Agent. If any amount in excess of $5,000,000 10,000,000 payable under or in connection with any of the Collateral shall be or become evidenced by any Instrument, Certificated Security, Security or Chattel Paper (or, if more than $5,000,000 10,000,000 in the aggregate payable under or in connection with the Collateral shall become evidenced by Instruments, Certificated Securities, Securities or Chattel Paper), such Instrument, Certificated Security, Security or Chattel Paper shall be promptly delivered to the Collateral Agent indorsed in a manner reasonably satisfactory to the Collateral Agent to be held as Collateral pursuant to this AgreementAgreement (or, in the case of any such Collateral that is Term Facility First Priority Collateral, delivered to the Designated Term Loan Agent).

Additional Collateral, etc. (a) With respect to any Property (other than Excluded Collateral) located in the United States having a value, individually or in the aggregate, of at least $2,000,000 property acquired after the Closing Date by the Borrower or any Loan Party Subsidiary Guarantor (other than (w) any interests in Real Property and any Property property described in paragraph clause (cb) or paragraph (d) of this Section 6.8below, (x) any Property property constituting Excluded Assets and (y) any property subject to a Lien expressly permitted by Section 7.3(g) or 7.3(z), (y) Instruments, Certificated Securities, Securities and Chattel Paper, which are referred to in the last sentence of this paragraph (a) and (z) Government Contracts, deposit accounts and securities accounts (the Loan Parties’ obligations with respect to which are contained in the Guarantee and Collateral Agreement)) as to which the Collateral Agent Agent, for the benefit of the Secured Parties Parties, does not have a perfected Lien, ) promptly (i) give notice of such Property to the Collateral Agent and execute and deliver to the Collateral Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent or the Collateral Agent reasonably requests deems necessary or advisable to grant to the Collateral Agent for the benefit of the Secured Parties a security interest in such Property and (ii) take all actions reasonably requested by the Collateral Agent to grant to the Collateral Agent for the benefit of the Secured Parties a perfected security interest (to the extent required by the Security Documents and with the priority required by Section 4.17) in such Property (with respect to Property of a type owned by a Loan Party as of the Closing Date to the extent the Collateral Agent Agent, for the benefit of the Secured Parties, has a perfected security interest in such Property as property, (ii) take all actions necessary or advisable to grant to the Collateral Agent, for the benefit of the Closing DateSecured Parties, a perfected first priority security interest in such property (subject to Permitted Liens), includingincluding the entering into of account control agreements (to the extent required by Section 6.15), without limitation, delivery of Collateral that can be perfected by possession and the filing of Uniform Commercial 91 Sunshine (National) – Credit Agreement Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Collateral Agent. If any amount in excess of $5,000,000 payable under Administrative Agent or in connection with any of the Collateral shall be or become evidenced by any Instrument, Certificated Security, Security or Chattel Paper (or, if more than $5,000,000 in the aggregate payable under or in connection with the Collateral shall become evidenced by Instruments, Certificated Securities, Securities or Chattel Paper), such Instrument, Certificated Security, Security or Chattel Paper shall be promptly delivered to the Collateral Agent indorsed and (iii) if requested by the Administrative Agent or the Collateral Agent with respect to any property with a value, in a manner the reasonable opinion of the Borrower, equal to, individually or in the aggregate, $15,000,000 or more, deliver to the Administrative Agent and the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent and the Collateral Agent Agent; provided that the actions contemplated by clause (ii) shall not be required in respect of any such property if perfection of the security interest in such property requires more than entering into of account control agreements (to the extent required by Section 6.15) and the filing of Uniform Commercial Code financing statements or delivery of Collateral that can be held as Collateral pursuant perfected by possession unless the value, in the reasonable opinion of the Borrower, of such property, individually or in the aggregate, is equal to this Agreement$5,000,000 or more.

Additional Collateral, etc. (a) With respect to any Property (other than Excluded Collateral) located in the United States having a value, individually or in the aggregate, of at least $2,000,000 acquired after the Original Closing Date by the Company or any Loan Party of its Subsidiaries (other than (w) any interests interest in Real Property and real property or any Property described in paragraph (c) or paragraph (d) of this Section 6.86.08, (x) any Property subject to a Lien expressly permitted by Section 7.3(g) or 7.3(z7.03(g), (y) Instruments, Certificated Securities, Securities and Chattel Paper, which are referred to in the last sentence of this paragraph (a) Property acquired by an Excluded Domestic Subsidiary and (z) Government Contracts, deposit accounts and securities accounts (the Loan Parties’ obligations with respect to which are contained Property acquired by or Capital Stock in the Guarantee and Collateral Agreement)an Excluded Foreign Subsidiary) as to which the Collateral Agent Agent, for the benefit of the Secured Parties Parties, does not have a perfected Lien, promptly (i) give notice of such Property to the Collateral Agent and execute and deliver to the Collateral Agent such amendments to the Guarantee and Collateral Agreement or (and, for any Foreign Subsidiary Guarantor, such other Security Documents to which it is a party) and such other documents (including intellectual property security agreements) as the Collateral Agent reasonably requests deems necessary or advisable to grant to the Collateral Agent for the benefit of the Secured Parties a security interest in such Property and (ii) take all actions reasonably requested by the Collateral Agent to grant to the Collateral Agent for the benefit of the Secured Parties a perfected security interest (to the extent required by the Security Documents and with the priority required by Section 4.17) in such Property (with respect to Property of a type owned by a Loan Party as of the Closing Date to the extent the Collateral Agent Agent, for the benefit of the Secured Parties, has a perfected security interest in such Property (to the extent such Property is of a type that would constitute Collateral as described in the Guarantee and Collateral Agreement or other Security Documents to which any Foreign Subsidiary Guarantor is a party) and (ii) take all actions necessary or advisable to grant to the Collateral Agent, for the benefit of the Closing DateSecured Parties, a perfected first priority security interest (subject, except in the case of the pledge of any Subsidiary Capital Stock, to Liens permitted by Section 7.03) in such Property (to the extent required by the Guarantee and Collateral Agreement or other Security Documents to which any Foreign Subsidiary Guarantor is a party), including, including without limitation, the filing of Uniform Commercial Code financing statements and equivalent filings in other jurisdictions and/or intellectual property security agreements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or other Security Documents to which any Foreign Subsidiary Guarantor is a party or by law or as may be reasonably requested by the Collateral Agent. If any amount in excess of $5,000,000 payable under or in connection with any of the Collateral shall be or become evidenced by any Instrument, Certificated Security, Security or Chattel Paper (or, if more than $5,000,000 in the aggregate payable under or in connection with the Collateral shall become evidenced by Instruments, Certificated Securities, Securities or Chattel Paper), such Instrument, Certificated Security, Security or Chattel Paper shall be promptly delivered to the Collateral Agent indorsed in a manner reasonably satisfactory to the Collateral Agent to be held as Collateral pursuant to this Agreement.

Additional Collateral, etc. (a) With respect to any Property (other than Excluded CollateralVehicles, cash, Cash Equivalents and other assets expressly excluded from the Collateral or excluded from the requirement that a Lien is perfected on such Property pursuant to the Security Documents) located in the United States having a value, individually or in the aggregate, of at least $2,000,000 acquired after the Closing Date by any Loan Party (other than (wx) any interests in Real Property real property and any Property described in paragraph (c) or paragraph (db) of this Section 6.8, (xy) any Property subject to a Lien expressly permitted by Section 7.3(g) or 7.3(z), and (yz) Instruments, Certificated Securities, Securities and Chattel Paper, which are referred to in the last sentence of this paragraph (a) and (z) Government Contracts, deposit accounts and securities accounts (the Loan Parties’ obligations with respect to which are contained in the Guarantee and Collateral Agreement)) as to which the Collateral Administrative Agent for the benefit of the Secured Parties does not have a perfected Lien, promptly (i) give notice of such Property to the Collateral Administrative Agent and execute and deliver to the Collateral Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Collateral Administrative Agent reasonably requests to grant to the Collateral Administrative Agent for the benefit of the Secured Parties a security interest in such Property and (ii) take all actions reasonably requested by the Collateral Administrative Agent to grant to the Collateral Administrative Agent for the benefit of the Secured Parties a perfected security interest (to the extent required by the Security Documents and with the priority required by Section 4.17) in such Property (with respect to Property of a type owned by a Loan Party as of the Closing Date to the extent the Collateral Administrative Agent for the benefit of the Secured Parties, has a perfected security interest in such Property as of the Closing Date), including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Collateral Administrative Agent. If any amount in excess of $5,000,000 payable under or in connection with any of the Collateral shall be or become evidenced by any Any Instrument, Certificated SecuritySecurity (other than in respect of the Capital Stock of any Subsidiary), Security or Chattel Paper (or, if more than in excess of $5,000,000 in the aggregate payable under or in connection with the Collateral shall become evidenced by Instruments, Certificated Securities, Securities or Chattel Paper), such Instrument, Certificated Security, Security or Chattel Paper 500,000 shall be promptly delivered to the Collateral Administrative Agent indorsed in a manner reasonably satisfactory to the Collateral Administrative Agent to be held as Collateral pursuant to this Agreementthe relevant Security Document.

Additional Collateral, etc. (a) With respect to any Property new Subsidiary (other than an Excluded CollateralUnqualified Subsidiary) located in the United States having a value, individually created or in the aggregate, of at least $2,000,000 acquired after the Closing Date by Hanover or any Loan Party of its Qualified Subsidiaries (other than (w) any interests in Real Property and any Property described in paragraph (c) or paragraph (d) of this Section 6.8which, (x) any Property subject to a Lien expressly permitted by Section 7.3(g) or 7.3(z), (y) Instruments, Certificated Securities, Securities and Chattel Paper, which are referred to in for the last sentence purposes of this paragraph (a) and (z) Government Contractsb), deposit accounts and securities accounts (the Loan Parties’ obligations with respect shall include any existing Subsidiary that ceases to which are contained in the Guarantee and Collateral Agreementbe an Excluded Unqualified Subsidiary)) as to which the Collateral Agent for the benefit of the Secured Parties does not have a perfected Lien, promptly (i) give notice of such Property to the Collateral Agent and execute and deliver to the Collateral Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Collateral Administrative Agent reasonably requests deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by Hanover or any of its Subsidiaries, (ii) if requested by the Administrative Agent or the Required Lenders, 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 Hanover or the relevant Subsidiary, and (iii) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement and (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties Lenders a perfected first priority security interest in such Property and (ii) take all actions reasonably requested by the Collateral Agent to grant to described in the Guarantee and Collateral Agent for the benefit of the Secured Parties a perfected security interest (to the extent required by the Security Documents and with the priority required by Section 4.17) in such Property (Agreement with respect to Property of a type owned by a Loan Party as of the Closing Date to the extent the Collateral Agent for the benefit of the Secured Partiessuch new Subsidiary, has a perfected security interest in such Property as of the Closing Date), including, without limitation, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Collateral Administrative Agent. If The parties hereto acknowledge that the Guarantee and Collateral Agreement provides that each such Subsidiary shall be required to pledge its assets as provided therein but shall not be required to guarantee payment of obligations pursuant thereto unless (i) such Subsidiary guarantees payment of all or any amount in excess of $5,000,000 payable under or in connection with any portion of the Collateral shall be or become evidenced by any InstrumentGuaranteed Obligations, Certificated Security, Security or Chattel Paper (or, if more than $5,000,000 as defined in the aggregate payable under 2001A Participation Agreement and the 2001B Participation Agreement, or in connection with (ii) such Subsidiary is requested to become a guarantor by the Collateral shall become evidenced by Instruments, Certificated Securities, Securities Administrative Agent or Chattel Paper), such Instrument, Certificated Security, Security or Chattel Paper shall be promptly delivered to the Collateral Agent indorsed in a manner reasonably satisfactory to the Collateral Agent to be held as Collateral pursuant to this AgreementRequired Lenders.

Additional Collateral, etc. (a) With respect to any Property (other than Excluded Collateral) located in the United States having a value, individually or in the aggregate, of at least $2,000,000 acquired after the Closing Date by the Borrower or any Loan Party of its Subsidiaries (other than (wx) any interests in Real Property and any Property described in paragraph (b), (c) or paragraph (d) of this Section 6.8, below or owned by an Excluded Foreign Subsidiary and (xy) any Property subject to a Lien expressly permitted by Section 7.3(g) or 7.3(z), (y) Instruments, Certificated Securities, Securities and Chattel Paper, which are referred to in the last sentence of this paragraph (a) and (z) Government Contracts, deposit accounts and securities accounts (the Loan Parties’ obligations with respect to which are contained in the Guarantee and Collateral Agreement)) as to which the Collateral Agent Administrative Agent, for the benefit of the Secured Parties Lenders, does not have a perfected Lien, promptly (i) give notice of such Property to the Collateral Agent and execute and deliver to the Collateral Administrative Agent such supplements or amendments to the Guarantee and Collateral Agreement or such other documents as the Collateral Administrative Agent deems necessary or reasonably requests advisable in order to grant to the Collateral Agent Administrative Agent, for the benefit of the Secured Parties Lenders, a security interest in such Property and (ii) take all actions necessary or reasonably requested by the Collateral Agent advisable to grant to the Collateral Agent Administrative Agent, for the benefit of the Secured Parties Lenders, a perfected security interest (to the extent required by the Security Documents and with the first priority required by Section 4.17) in such Property (with respect to Property of a type owned by a Loan Party as of the Closing Date to the extent the Collateral Agent for the benefit of the Secured Parties, has a perfected security interest in such Property as of the Closing Date)Property, including, including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent. (b) With respect to any fee interest in any real estate having a value (together with improvements thereof) of at least $1,000,000 acquired after the Closing Date by the Borrower or any of its Subsidiaries (other than any such real estate subject to a Lien expressly permitted by Section 7.3(g)), promptly (i) execute and deliver a first priority mortgage or deed of trust, as the case may be, in favor of the Administrative Agent, for the benefit of the Lenders, covering such real estate, in form and substance reasonably satisfactory to the Administrative Agent, (ii) if reasonably requested by the Collateral Administrative Agent. If , provide the Lenders with (x) title and extended coverage insurance covering such real estate in an amount at least equal to the purchase price of such real estate (or such other amount as shall be reasonably specified by the Administrative Agent) as well as a current ALTA survey thereof, together with a surveyor's certificate and (y) any amount in excess of $5,000,000 payable under consents or estoppels reasonably deemed necessary or reasonably advisable by the Administrative Agent in connection with any such mortgage or deed of trust, each of the Collateral shall be or become evidenced by any Instrument, Certificated Security, Security or Chattel Paper (or, if more than $5,000,000 foregoing in the aggregate payable under or in connection with the Collateral shall become evidenced by Instruments, Certificated Securities, Securities or Chattel Paper), such Instrument, Certificated Security, Security or Chattel Paper shall be promptly delivered to the Collateral Agent indorsed in a manner form and substance reasonably satisfactory to the Collateral 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 held as Collateral pursuant in form and substance, and from counsel, reasonably satisfactory to this Agreementthe Administrative Agent.

Additional Collateral, etc. (a) With respect to any Property property (other than Excluded to the extent included in the definition of Collateral) located in the United States having a value, individually or in the aggregate, of at least $2,000,000 acquired after the Closing Date by any Loan Party (other than (wx) any interests in Real Property and any Property property described in paragraph (b), (c) or paragraph (d) of this Section 6.8below, and (xy) any Property property subject to a Lien expressly permitted by Section 7.3(g) or 7.3(z), (y) Instruments, Certificated Securities, Securities and Chattel Paper, which are referred to in the last sentence of this paragraph (a) and (z) Government Contracts, deposit accounts and securities accounts (the Loan Parties’ obligations with respect to which are contained in the Guarantee and Collateral Agreement)) as to which the Collateral Agent Administrative Agent, for the benefit of the Secured Parties Parties, does not have a perfected Lien, promptly (and in any event within three Business Days or such longer period as the Administrative Agent shall agree in its sole discretion) (i) give notice of such Property to the Collateral Agent and execute and deliver to the Collateral Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Collateral Administrative Agent reasonably requests deems necessary or advisable to evidence that such Loan Party is a Guarantor and to grant to the Collateral Agent for the benefit of the Secured Parties a security interest in such Property and (ii) take all actions reasonably requested by the Collateral Agent to grant to the Collateral Agent for the benefit of the Secured Parties a perfected security interest (to the extent required by the Security Documents and with the priority required by Section 4.17) in such Property (with respect to Property of a type owned by a Loan Party as of the Closing Date to the extent the Collateral Agent Administrative Agent, for the benefit of the Secured Parties, has a perfected security interest in such Property as property and (ii) take all actions necessary or advisable in the opinion of the Closing Date)Administrative Agent to grant to the Administrative Agent, includingfor the benefit of the Secured Parties, without limitationa perfected first priority (except as expressly permitted by Section 7.3) security interest and Lien in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Collateral Administrative Agent. If (b) With respect to any fee interest in any real property having a value (together with improvements thereof) of at least $1,000,000 acquired after the Closing Date by any Loan Party (other than any such real property subject to a Lien expressly permitted by Section 7.3(g)), promptly (and in any event within sixty (60) days (or such longer time period as the Administrative Agent may agree in its sole discretion)) after such acquisition, to the extent requested by the Administrative Agent, (i) execute and deliver a first priority Mortgage, in favor of the Administrative Agent, for the benefit of the Secured Parties, covering such real property, (ii) if requested by the Administrative Agent, provide the Lenders with title and extended coverage insurance covering such real property in an amount not in excess of $5,000,000 payable under or in connection the fair market value as reasonably estimated by the Borrower as well as a current ALTA survey thereof, together with any a surveyor’s certificate, each of the Collateral shall be or become evidenced by any Instrument, Certificated Security, Security or Chattel Paper (or, if more than $5,000,000 foregoing in the aggregate payable under or in connection with the Collateral shall become evidenced by Instruments, Certificated Securities, Securities or Chattel Paper), such Instrument, Certificated Security, Security or Chattel Paper shall be promptly delivered to the Collateral Agent indorsed in a manner form and substance reasonably satisfactory to the Collateral Administrative Agent 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 held as Collateral in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. In connection with the foregoing, no later than five (5) Business Days prior to the date on which a Mortgage is executed and delivered pursuant to this Agreement.Section 6.12, in order to comply with the Flood Laws, the Administrative Agent (for delivery to each Lender) shall have received the following documents (collectively, the “Flood Documents”): (A) a completed standard “life of loan” flood hazard

Additional Collateral, etc. (a) With respect to any Property (other than Excluded Collateral) located in the United States having a value, individually or in the aggregate, of at least $2,000,000 acquired after the Closing Date by the Borrower or any Loan Party (other than (w) any interests of its Subsidiaries in Real Property and any Property described an asset swap in paragraph (c) or paragraph (d) of this Section 6.8, (x) any Property subject to a Lien expressly permitted by Section 7.3(g) or 7.3(z), (y) Instruments, Certificated Securities, Securities and Chattel Paper, which are referred to in the last sentence of this paragraph (a) and (z) Government Contracts, deposit accounts and securities accounts (the Loan Parties’ obligations with respect to which are contained in the Guarantee and Collateral Agreement)) as to which the Collateral Agent for the benefit Property Disposed of the Secured Parties does not have a perfected Lienis Collateral, promptly (i) give notice of if such acquired Property to the Collateral Agent and is personal property, (A) execute and deliver to the Collateral Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Collateral Administrative Agent reasonably requests deems necessary or advisable to grant to the Collateral Agent Administrative Agent, for the benefit of the applicable Secured Parties Parties, a security interest in such Property and (iiB) take all actions reasonably requested by the Collateral Agent necessary or advisable to grant to the Collateral Agent Administrative Agent, for the benefit of the Secured Parties a perfected security interest (to the extent required by the Security Documents and with the priority required by Section 4.17) in such Property (with respect to Property of a type owned by a Loan Party as of the Closing Date to the extent the Collateral Agent for the benefit of the applicable Secured Parties, has a perfected first priority security interest in such Property as of the Closing Date)Property, including, including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Collateral Administrative Agent and (ii) if such acquired Property is real property, (A) execute and deliver (x) if the Property so Disposed of was a Group 1 Mortgaged Property, a first priority Term Loan Mortgage in favor of the Administrative Agent for the benefit of the applicable Secured Parties, and a second priority Revolving Credit Loan Mortgage (second in priority only to the Lien of the Term Loan Mortgage) in favor of the Administrative Agent for the benefit of the applicable Secured Parties, and (y) if the Property so Disposed of was a Group 2 Mortgaged Property or was not a Mortgaged Property but was Collateral, a first priority Revolving Credit Loan Mortgage in favor of the Administrative Agent for the benefit of the applicable Secured Parties, in each case covering such real property, (B) if requested by the Administrative Agent. If , provide the Lenders with (x) title insurance covering such real property in an amount at least equal to the purchase price of such real property (or such other amount as shall be reasonably specified by the Administrative Agent) and (y) any amount in excess of $5,000,000 payable under consents or estoppels reasonably deemed necessary or advisable by the Administrative Agent in connection with any such Mortgage, each of the Collateral shall be or become evidenced by any Instrument, Certificated Security, Security or Chattel Paper (or, if more than $5,000,000 foregoing in the aggregate payable under or in connection with the Collateral shall become evidenced by Instruments, Certificated Securities, Securities or Chattel Paper), such Instrument, Certificated Security, Security or Chattel Paper shall be promptly delivered to the Collateral Agent indorsed in a manner form and substance reasonably satisfactory to the Collateral Administrative Agent, and (C) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be held as Collateral pursuant in form and substance, and from counsel, reasonably satisfactory to this Agreementthe Administrative Agent.

Additional Collateral, etc. (a) 192. With respect to any Property (other than Excluded Collateral) located in the United States (or with respect to Property of any Non-US Guarantor, any Property (other than Excluded Collateral) located in jurisdiction of formation of such Non-US Guarantor or any other jurisdiction in which such Non-US Guarantor has previously granted a security interest to secure the Obligations, in each case to the extent required by the Security Documents to which such Non-US Guarantor is a party) having a value, individually or in the aggregate, of at least $2,000,000 10,000,000 acquired after the Closing Date by the Borrower or any Loan Party Subsidiary Guarantor (other than (wi) any interests in Real Property and any Property described in paragraph (c) or paragraph (d) of this Section 6.8, (xii) any Property subject to a Lien expressly permitted by Section 7.3(g) or 7.3(z7.3(y), and (yiii) Instruments, Certificated Securities, Securities and Chattel Paper, which are referred to in the last sentence of this paragraph (a) and (z) Government Contracts, deposit accounts and securities accounts (the Loan Parties’ obligations with respect to which are contained in the Guarantee and Collateral Agreement)) as to which the Collateral Agent for the benefit of the Secured Parties does not have a perfected Lien, promptly (iA) give notice of such Property to the Collateral Agent and execute and deliver to the Collateral Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Collateral Agent reasonably requests to grant to the Collateral Agent for the benefit of the Secured Parties a security interest in such Property and (iiB) take all actions reasonably requested by the Collateral Agent to grant to the Collateral Agent Agent, for the benefit of the Secured Parties Parties, a perfected security interest (to the extent required by the Security Loan Documents and with the priority required by Section 4.17) in such Property (with respect to Property of a type owned by a Loan Party the Borrower or any Subsidiary Guarantor as of the Closing Date to the extent the Collateral Agent Agent, for the benefit of the Secured Parties, has a perfected security interest in such Property as of the Closing Date), including, without limitation, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Collateral Agent. If any amount in excess of $5,000,000 10,000,000 payable under or in connection with any of the Collateral shall be or become evidenced by any Instrument, Certificated Security, Security or Chattel Paper (or, if more than $5,000,000 10,000,000 in the aggregate payable under or in connection with the Collateral shall become evidenced by Instruments, Certificated Securities, Securities or Chattel Paper), such Instrument, Certificated Security, Security or Chattel Paper shall be promptly delivered to the Collateral Agent indorsed in a manner reasonably satisfactory to the Collateral Agent to be held as Collateral pursuant to this Agreement.Agreement (or, in the case of any such Collateral that is Term Facility First Priority Collateral, delivered to the Designated Term Loan Agent). 159 US-DOCS\123668313.8 193. With respect to any fee interest in any Material Real Property acquired after the Closing Date by the Borrower or any Subsidiary Guarantor (other than Excluded Real Property), promptly: liii.give notice of such acquisition to the Collateral Agent and, if requested by the Collateral Agent or the Borrower, execute and deliver a Mortgage (subject to liens permitted by Section 7.3 or other encumbrances or rights permitted by the relevant Mortgage) in favor of the Collateral Agent, for the benefit of the Secured Parties, covering such Real Property (provided, that no Mortgage shall be obtained if the Administrative Agent reasonably determines in consultation with the Borrower that the costs of obtaining such Mortgage are excessive in relation to the value of the security to be afforded thereby);

Additional Collateral, etc. (a) With respect to any Property (other than Excluded Collateral) located in the United States having a value, individually or in the aggregate, of at least $2,000,000 acquired after the Closing Effective Date by the Borrower or any Loan Party of its Restricted Subsidiaries (other than (wx) any interests in Real Property and any Property described in paragraph (cb) or paragraph (dc) of this Section 6.8Section, and (xy) any Property subject to a Lien expressly permitted by Section 7.3(g) or 7.3(zand (h), (y) Instruments, Certificated Securities, Securities and Chattel Paper, which are referred to in the last sentence of this paragraph (a) and subject to compliance with applicable Gaming Laws (z) Government Contracts, deposit accounts which the Borrower agrees and securities accounts (agrees to cause the Loan Parties’ obligations with respect applicable Restricted Subsidiary to which are contained in the Guarantee and Collateral Agreement)pursue approvals to permit any such pledges) as to which the Collateral Agent Administrative Agent, for the benefit of the Secured Parties Parties, does not have a perfected Lien, promptly (i) give notice of such Property to the Collateral Agent and execute and deliver to the Collateral Administrative Agent such amendments to the Guarantee and Collateral Agreement Security Documents or such other documents as the Collateral Administrative Agent reasonably requests deems necessary or advisable to grant to the Collateral Agent Administrative Agent, for the benefit of the Secured Parties Parties, a security interest in such Property and (ii) take all actions reasonably requested by the Collateral Agent necessary or advisable to grant to the Collateral Agent for the benefit of the Secured Parties a perfected security interest (to the extent required by the Security Documents and with the priority required by Section 4.17) in such Property (with respect to Property of a type owned by a Loan Party as of the Closing Date to the extent the Collateral Agent Administrative Agent, for the benefit of the Secured Parties, has a perfected first priority security interest in such Property as (subject only to Liens permitted pursuant to Section 7.3 of the Closing Datethis Agreement), including, including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement Security Documents or by law or as may be reasonably requested by the Collateral Administrative Agent. If any amount in excess of $5,000,000 payable under ; provided, if the Borrower gives notice that a Property acquired after the Effective Date will be used for the Condo Component, the Borrower will have thirty (30) days to execute and deliver to the Administrative Agent such amendments to the Security Documents or in connection with any such other documents as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Collateral Secured Parties, a security interest in such Property and if such Property is transferred in a transaction permitted pursuant to Section 7.7(n), no such security interest shall be or become evidenced by any Instrument, Certificated Security, Security or Chattel Paper (or, if more than $5,000,000 in the aggregate payable under or in connection with the Collateral shall become evidenced by Instruments, Certificated Securities, Securities or Chattel Paper), such Instrument, Certificated Security, Security or Chattel Paper shall be promptly delivered to the Collateral Agent indorsed in a manner reasonably satisfactory to the Collateral Agent to be held as Collateral pursuant to this Agreementrequired.

Additional Collateral, etc. (a) With respect to any personal Property (other than Excluded Collateral) located in the United States having a value, individually or in the aggregate, of at least $2,000,000 acquired after the Closing Date by Parent, Holdings, the Borrower or any Loan Party (other than (w) any interests in Real Property and any personal Property described in paragraph (c) or paragraph (d) of this Section 6.8Section, (x) any Property subject to a Lien expressly permitted by Section 7.3(g) or 7.3(zSections 9.4(b), (h), (i), (l), and (v), (y) Instrumentsor (z), Certificated Securitiesany Property (including Capital Stock) acquired by an Excluded Subsidiary (in each case only if such acquisitions do not result in such Excluded Subsidiary no longer being an Excluded Subsidiary), Securities and Chattel Paperor that is otherwise excluded ​ ​ from the definition of Collateral pursuant to the first proviso therein, which are referred to in the last sentence of this paragraph (a) and (z) Government Contractsany Property acquired after the date hereof to the extent that the creation of a security interest therein would be prohibited by a Requirement of Law or a Contractual Obligation binding on Parent, deposit accounts Holdings, the Borrower or any Subsidiary that is the owner of such Property (including pursuant to the Partnership Parks Agreements), provided that such Contractual Obligation existed at the time such Property was acquired and securities accounts (was not entered into in anticipation of such acquisition for the Loan Parties’ obligations with respect to which are contained in purposes of evading the Guarantee guarantee and Collateral Agreement)collateral requirements hereunder) as to which the Collateral Agent Administrative Agent, for the benefit of the Secured Parties Lenders, does not have a perfected Lien, promptly promptly, and in any event on or prior to the date that is 60 days after such acquisition (or such longer period as the Administrative Agent may agree in its reasonable discretion) (i) give notice of such Property to the Collateral Agent and execute and deliver to the Collateral Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as and to the extent required by the Guarantee and Collateral Agreement or as the Administrative Agent reasonably requests deems necessary or advisable to grant to the Collateral Agent Administrative Agent, for the benefit of the Secured Parties Lenders, a security interest in such Property and (ii) take all actions reasonably requested by the Collateral Agent necessary or advisable to grant to the Collateral Agent Administrative Agent, for the benefit of the Secured Parties Lenders, a perfected security interest (to the extent required by the Security Documents and with the first priority required by Section 4.17) in such Property (with respect to Property of a type owned by a Loan Party as of the Closing Date to the extent the Collateral Agent for the benefit of the Secured Parties, has a perfected security interest in such Property as of the Closing Date(subject to Permitted Liens), including, including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Collateral Administrative Agent. If Notwithstanding the foregoing, any amount Loan Party creating or acquiring Intellectual Property shall be required to take the actions required under the Guarantee and Collateral Agreement in excess respect of $5,000,000 payable under or notifications to the Administrative Agent and filings in connection with any of the Collateral shall be or become evidenced by any Instrument, Certificated Security, Security or Chattel Paper (or, if more than $5,000,000 in the aggregate payable under or in connection with the Collateral shall become evidenced by Instruments, Certificated Securities, Securities or Chattel Paper), such Instrument, Certificated Security, Security or Chattel Paper shall be promptly delivered to the Collateral Agent indorsed in a manner reasonably satisfactory to the Collateral Agent to be held as Collateral pursuant to this AgreementIntellectual Property.

Additional Collateral, etc. (a) With respect to any Property property (other than Excluded to the extent included in the definition of Collateral) located in the United States having a value, individually or in the aggregate, of acquired at least $2,000,000 acquired any time after the Closing Date by any Loan Party (or any Group Member required to become a Loan Party pursuant to the terms of the Loan Documents) (other than (wx) any interests in Real Property and any Property property described in paragraph (b), (c) or paragraph (d) of this Section 6.8, below and (xy) any Property property subject to a Lien expressly permitted by Section 7.3(g) or 7.3(zclauses (6)(A), (y) Instruments8), Certificated Securities(9), Securities and Chattel Paper(12), which are referred to in the last sentence of this paragraph (a16), (17), (18), (27), (30), (36), (37) and (z39) Government Contracts, deposit accounts of the definition of “Permitted Liens” to the extent and securities accounts (for so long as the Loan obligations relating to such Liens do not permit a Lien on such property in favor of the Secured Parties’ obligations with respect to which are contained in the Guarantee and Collateral Agreement)) as to which the Collateral Agent Administrative Agent, for the benefit of the Secured Parties Parties, does not have a perfected Lienfirst priority Lien (to the extent so required by the terms of the Security Agreement) within 90 days (or such longer period as the Administrative Agent (or, promptly to the extent the Administrative Agent is not the Controlling Collateral Agent at such time, the Controlling Collateral Agent) shall reasonably agree) (i) give notice of such Property to the Collateral Agent and execute and deliver to the Collateral Administrative Agent such amendments to the Guarantee and Collateral Agreement relevant Security Document or such other documents as the Collateral Administrative Agent reasonably requests deems necessary or advisable to grant to the Collateral Agent Administrative Agent, for the benefit of the Secured Parties Parties, a security interest in such Property property and (ii) take all actions reasonably requested by the Collateral Agent necessary or advisable to grant to the Collateral Agent for the benefit of the Secured Parties a perfected security interest (to the extent required by the Security Documents and with the priority required by Section 4.17) in such Property (with respect to Property of a type owned by a Loan Party as of the Closing Date to the extent the Collateral Agent Administrative Agent, for the benefit of the Secured Parties, has a perfected first priority security interest (subject to Permitted Liens) in such Property as of the Closing Date)property, including, without limitation, including the filing of Uniform Commercial Code financing statements (or equivalent filings in jurisdictions outside of United States) in such jurisdictions as may be required by the Guarantee and Collateral Agreement any Security Document or by applicable law or as may reasonably be reasonably requested by the Collateral Administrative Agent. If any amount in excess of $5,000,000 payable under or in connection with any of the Collateral shall be or become evidenced by any Instrument, Certificated Security, Security or Chattel Paper (or, if more than $5,000,000 in the aggregate payable under or in connection with the Collateral shall become evidenced by Instruments, Certificated Securities, Securities or Chattel Paper), such Instrument, Certificated Security, Security or Chattel Paper shall be promptly delivered to the Collateral Agent indorsed in a manner reasonably satisfactory to the Collateral Agent to be held as Collateral pursuant to this Agreement.

Additional Collateral, etc. (a) With respect to any Property (other than Excluded CollateralReal Property) located in the United States having a value, individually or in the aggregate, of at least $2,000,000 acquired after the Closing Date by any Loan Party (other than (w) any interests in Real Property and any Property described in paragraph (c) or paragraph (d) of this Section 6.8, (x) any Property subject to a Lien expressly permitted by Section 7.3(g) or 7.3(z), (y) Instruments, Certificated Securities, Securities and Chattel Paper, which are referred to in the last sentence of this paragraph (a) and (z) Government Contracts, deposit accounts and securities accounts (the Loan Parties’ obligations with respect to which are contained in the Guarantee and Collateral Agreement)) as to which the Collateral Agent for the benefit of the Secured Parties does not have a perfected LienAdministrative Agent, promptly (i) give notice of such Property to the Collateral Agent and execute and deliver to the Collateral Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Collateral Agent reasonably requests to grant to the Collateral Agent for the benefit of the Secured Parties a security interest in such Property and (ii) take all actions reasonably requested by the Collateral Agent to grant to the Collateral Agent for the benefit of the Secured Parties a perfected security interest (to the extent required by the Security Documents and with the priority required by Section 4.17) in such Property (with respect to Property of a type owned by a Loan Party as of the Closing Date to the extent the Collateral Agent for the benefit of the Secured Parties, has does not have a perfected Lien and security interest, promptly (i) execute and deliver to the Administrative Agent such Security Documents or amendments to Security Documents as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a security interest in such Property, (ii) take all actions necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority Lien and security interest in such Property as of the Closing Date(subject only to Permitted Liens), including, without limitationincluding the execution and delivery by all necessary third parties of any Deposit Account Control Agreements and Mortgages, the filing of Uniform Commercial Code UCC financing statements in such jurisdictions as may be required by the Guarantee Security Documents or by law, the filing of any Mortgages in appropriate filing offices and Collateral Agreement or the making of any other filings required by law or as may be reasonably requested by the Collateral Administrative Agent and (iii) deliver to the Administrative Agent such legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding as the Administrative Agent may reasonably request, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. If any amount ; provided that unless a Property is acquired for a purchase price or other consideration in excess of $5,000,000 payable under or 250,000, Borrower shall not be required to take the actions specified in connection with any this Section 5.10(a) prior to the end of the Collateral fiscal quarter in which the acquisition occurs, or if earlier, the date at which the cumulative amount of purchase price or other consideration for all Property acquired in such quarter equals or exceeds $250,000, at which time all Property theretofore acquired and not previously made subject to a Lien in favor of the Administrative Agent shall be or become evidenced by any Instrument, Certificated Security, Security or Chattel Paper (or, if more than $5,000,000 in the aggregate payable under or in connection with the Collateral shall become evidenced by Instruments, Certificated Securities, Securities or Chattel Paper), such Instrument, Certificated Security, Security or Chattel Paper shall be promptly delivered to the Collateral Agent indorsed in a manner reasonably satisfactory to the Collateral Agent to be held as Collateral pursuant to this Agreementmade so subject.

Additional Collateral, etc. (a) With respect to any Property (other than Excluded Collateral) located in that is of the United States having a value, individually or in type that would otherwise be subject to Liens created under the aggregate, of at least $2,000,000 Security Documents and is acquired after the Closing Effective Date by any Loan Party (other than (w) any interests in Real Property and any Property described in paragraph (cb) or paragraph (dc) of this Section 6.8, Section; (x) any Property, the pledge of which requires a consent of a third party that has not been obtained; provided that the Borrower and/or the applicable Loan Party has taken commercially reasonable efforts to obtain such consent; (y) any Property subject to a Lien expressly permitted by Section 7.3(g) or 7.3(z), (yh) Instruments, Certificated Securities, Securities and Chattel Paper, which are referred to in the last sentence of this paragraph (a) s); and (z) Government Contracts, deposit accounts any interest in any real property) and securities accounts subject to compliance with applicable Gaming Laws (which the Borrower agrees and agrees to cause the applicable Loan Parties’ obligations with respect Party to which are contained in the Guarantee and Collateral Agreement)pursue approvals to permit any such pledges) as to which the Collateral Agent Administrative Agent, for the benefit of the Secured Parties Parties, does not have a perfected Lien, promptly (i) give notice of such Property to the Collateral Agent and execute and deliver to the Collateral Administrative Agent such amendments to the Guarantee and Collateral Agreement Security Documents or such other documents as the Collateral Administrative Agent reasonably requests deems necessary or advisable to grant to the Collateral Agent Administrative Agent, for the benefit of the Secured Parties Parties, a security interest in such Property and (ii) take all actions reasonably requested by the Collateral Agent necessary or advisable to grant to the Collateral Agent for the benefit of the Secured Parties a perfected security interest (to the extent required by the Security Documents and with the priority required by Section 4.17) in such Property (with respect to Property of a type owned by a Loan Party as of the Closing Date to the extent the Collateral Agent Administrative Agent, for the benefit of the Secured Parties, has a perfected first priority security interest in such Property as (subject only to Liens permitted pursuant to Section 7.3 of the Closing Datethis Agreement), including, including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement Security Documents or by law or as may be reasonably requested by the Collateral Administrative Agent. If any amount in excess of $5,000,000 payable under ; provided, if the Borrower gives notice that a Property acquired after the Effective Date will be used for the Condo Component, the Borrower will have thirty (30) days to execute and deliver to the Administrative Agent such amendments to the Security Documents or in connection with any such other documents as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Collateral Secured Parties, a security interest in such Property and if such Property is transferred in a transaction permitted pursuant to Section 7.7(n), no such security interest shall be or become evidenced by any Instrument, Certificated Security, Security or Chattel Paper (or, if more than $5,000,000 in the aggregate payable under or in connection with the Collateral shall become evidenced by Instruments, Certificated Securities, Securities or Chattel Paper), such Instrument, Certificated Security, Security or Chattel Paper shall be promptly delivered to the Collateral Agent indorsed in a manner reasonably satisfactory to the Collateral Agent to be held as Collateral pursuant to this Agreementrequired.

Additional Collateral, etc. (a) With respect to any Property (other than Excluded Collateral) located in the United States having a value, individually or in the aggregate, of at least $2,000,000 property acquired after the Closing Restatement Effective Date by any Loan Party (other than (wx) any interests in Real Property and any Property property described in paragraph (b), (c) or paragraph (d) of this Section 6.8below, (xy) any Property property subject to a Lien expressly permitted by Section 7.3(g8.3(g) or 7.3(z), (y) Instruments, Certificated Securities, Securities and Chattel Paper, which are referred to in the last sentence of this paragraph (aSection 9.3(g) and (z) Government Contracts, deposit accounts and securities accounts (the Loan Parties’ obligations with respect to which are contained in the Guarantee and Collateral Agreement)property acquired by any Foreign Subsidiary) as to which the Collateral Agent Administrative Agent, for the benefit of the Secured Parties Parties, does not have a perfected Lien, promptly (i) give notice of such Property to the Collateral Agent and execute and deliver to the Collateral Agent First Lien Administrative Agent, for the benefit of the First Lien Secured Parties, and to the Second Lien Administrative Agent, for the benefit of the Second Lien Secured Parties, such amendments to the Guarantee and Collateral Security Agreement or such other documents as the Collateral any Agent deems reasonably requests necessary or advisable to grant to the Collateral Agent First Lien Administrative Agent, for the benefit of the First Lien Secured Parties Parties, and to the Second Lien Administrative Agent, for the benefit of the Second Lien Secured Parties, a security interest in such Property property and (ii) take all actions reasonably requested by the Collateral Agent necessary or advisable to grant to the Collateral Agent First Lien Administrative Agent, for the benefit of the First Lien Secured Parties Parties, a perfected first priority security interest (in such property, and to the extent required by the Security Documents and with the priority required by Section 4.17) in such Property (with respect to Property of a type owned by a Loan Party as of the Closing Date to the extent the Collateral Agent Second Lien Administrative Agent, for the benefit of the Second Lien Secured Parties, has a perfected second priority security interest in such Property as of the Closing Dateproperty (in each case, subject to Liens (other than Liens on Capital Stock) expressly permitted by Section 8.3 and Section 9.3), including, without limitation, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Security Agreement or by law or or, subject to the provisions of Section 6.11, as may be reasonably requested by the Collateral any Agent. If any amount in excess of $5,000,000 payable under or in connection with any Without limitation of the Collateral shall be or become evidenced foregoing, upon acquisition of any Aircraft by any InstrumentGroup Member, Certificated Securitythe applicable Group Members shall take such actions and enter into such new or additional Security Documents as any Agent my reasonably request to grant to the First Lien Administrative Agent, Security or Chattel Paper for the benefit of the First Lien Secured Parties, and to the Second Lien Administrative Agent, for the benefit of the Second Lien Secured Parties, a perfected first priority (or, if more than $5,000,000 in the aggregate payable under or case of the Second Lien Secured Parties, second priority) Lien on and security interest in connection such Aircraft. Such actions shall include the filing of appropriate Uniform Commercial Code financing statements and appropriate filings with the Collateral shall become evidenced by Instruments, Certificated Securities, Securities or Chattel Paper), such Instrument, Certificated Security, Security or Chattel Paper shall be promptly delivered to the Collateral Agent indorsed in a manner reasonably satisfactory to the Collateral Agent to be held as Collateral pursuant to this AgreementFederal Aviation Administration.

Additional Collateral, etc. (a) 124. With respect to any Property (other than Excluded Collateral) located in the United States having a value, individually or in the aggregate, of at least $2,000,000 10,000,000 acquired after the Closing Date by the Borrower, any Loan Party Subsidiary Guarantor or any BrandCo Entity (other than (wi) any interests in Real Property and any Property described in paragraph (c) or paragraph (d) of this Section 6.8, (xii) any Property subject to a Lien expressly permitted by Section 7.3(g) or 7.3(z7.3(y), and (yiii) Instruments, Certificated Securities, Securities and Chattel Paper, which are referred to in the last sentence of this paragraph (a) and (z) Government Contracts, deposit accounts and securities accounts (the Loan Parties’ obligations with respect to which are contained in the Guarantee and Collateral Agreement)) as to which the applicable Collateral Agent for the benefit of the applicable Secured Parties does not have a perfected Lien, promptly (iA) give notice of such Property to the each such Collateral Agent and execute and deliver to the each such Collateral Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the each such Collateral Agent reasonably requests to grant to the applicable Collateral Agent for the benefit of the applicable Secured Parties a security interest in such Property and (iiB) take all actions reasonably requested by the Collateral Agent Agents, as applicable, to grant to the each such Collateral Agent Agent, for the benefit of the applicable Secured Parties Parties, a perfected security interest (to the extent required by the Security Loan Documents and with the priority required by Section 4.17) in such Property (with respect to Property of a type owned by a Loan Party the Borrower or any Subsidiary Guarantor as of the Closing Date to the extent the each such Collateral Agent Agent, for the benefit of the applicable Secured Parties, has a perfected security interest in such Property as of the Closing Date), including, without limitation, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or other Security Documents or by law or as may be reasonably requested by the each such Collateral Agent. If any amount in excess of $5,000,000 10,000,000 payable under or in connection with any of the Collateral shall be or become evidenced by any Instrument, Certificated Security, Security or Chattel Paper (or, if more than $5,000,000 10,000,000 in the aggregate payable under or in connection with the Collateral shall become evidenced by Instruments, Certificated Securities, Securities or Chattel Paper), such Instrument, Certificated Security, Security or Chattel Paper shall be promptly delivered to the Collateral Agent applicable collateral agent in accordance with the Intercreditor Agreements indorsed in a manner reasonably satisfactory to the Collateral Agent to be held as Collateral pursuant to this Agreementsuch collateral agent.

Additional Collateral, etc. (a) With respect to any personal Property (other than Excluded Collateral) located in the United States having a value, individually or in the aggregate, of at least $2,000,000 acquired after the Closing Date by Parent, Holdings, the Borrower or any Loan Party (other than (w) any interests in Real Property and any personal Property described in paragraph (c) or paragraph (d) of this Section 6.8Section, (x) any Property subject to a Lien expressly permitted by Section 7.3(g) or 7.3(zSections 9.4(b), (h), (i), (l), and (v), (y) Instrumentsor (z), Certificated Securitiesany Property (including Capital Stock) acquired by an Excluded Subsidiary (in each case only if such acquisitions do not result in such Excluded Subsidiary no longer being an Excluded Subsidiary), Securities and Chattel Paperor that is otherwise excluded from the definition of Collateral pursuant to the first proviso therein, which are referred to in the last sentence of this paragraph (a) and (z) Government Contractsany Property acquired after the date hereof to the extent that the creation of a security interest therein would be prohibited by a Requirement of Law or a Contractual Obligation binding on Parent, deposit accounts Holdings, the Borrower or any Subsidiary that is the owner of such Property (including pursuant to the Partnership Parks Agreements), provided that such Contractual Obligation existed at the time such Property was acquired and securities accounts (the Loan Parties’ obligations with respect to which are contained was not entered into in the Guarantee and Collateral Agreement)anticipation of such acquisition) as to which the Collateral Agent Administrative Agent, for the benefit of the Secured Parties Lenders, does not have a perfected Lien, promptly promptly, and in any event on or prior to the date that is 60 days after such acquisition (or such longer period as the Administrative Agent may agree in its reasonable discretion) (i) give notice of such Property to the Collateral Agent and execute and deliver to the Collateral Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as and to the extent required by the Guarantee and Collateral Agreement or as the Administrative Agent reasonably requests deems necessary or advisable to grant to the Collateral Agent Administrative Agent, for the benefit of the Secured Parties Lenders, a security interest in such Property and (ii) take all actions reasonably requested by the Collateral Agent necessary or advisable to grant to the Collateral Agent Administrative Agent, for the benefit of the Secured Parties Lenders, a perfected security interest (to the extent required by the Security Documents and with the first priority required by Section 4.17) in such Property (with respect to Property of a type owned by a Loan Party as of the Closing Date to the extent the Collateral Agent for the benefit of the Secured Parties, has a perfected security interest in such Property as of the Closing Date(subject to Permitted Liens), including, including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Collateral Administrative Agent. If Notwithstanding the foregoing, any amount Loan Party creating or acquiring Intellectual Property shall be required to take the actions required under the Guarantee and Collateral Agreement in excess respect of $5,000,000 payable under or notifications to the Administrative Agent and filings in connection with any of the Collateral shall be or become evidenced by any Instrument, Certificated Security, Security or Chattel Paper (or, if more than $5,000,000 in the aggregate payable under or in connection with the Collateral shall become evidenced by Instruments, Certificated Securities, Securities or Chattel Paper), such Instrument, Certificated Security, Security or Chattel Paper shall be promptly delivered to the Collateral Agent indorsed in a manner reasonably satisfactory to the Collateral Agent to be held as Collateral pursuant to this AgreementIntellectual Property.

Additional Collateral, etc. (a) With respect to any Property (other than Excluded Collateral) located in the United States having a value, individually or in the aggregate, of at least $2,000,000 Collateral acquired after the Closing Date by any Loan Party (other than (w) any interests in Real Property and any Property described in paragraph (c) or paragraph (d) of this Section 6.8, (x) any Property subject to a Lien expressly permitted by Section 7.3(g) or 7.3(z), (y) Instruments, Certificated Securities, Securities and Chattel Paper, which are referred to in the last sentence of this paragraph (a) and (z) Government Contracts, deposit accounts and securities accounts (the Loan Parties’ obligations with respect to any property or asset which are contained in becomes Collateral pursuant to the Guarantee and Collateral Agreement)) as to which definition thereof after the Collateral Agent for the benefit of the Secured Parties does not have a perfected LienClosing Date, promptly (and, in any event, (A) with respect to any Deposit Account, Securities Account or Commodities Account, within the time period set forth in the second paragraph of Section 5.10 applicable to such Deposit Account, Securities Account or Commodities Account and (B) with respect to any other Collateral or any other property or asset which becomes Collateral, within 20 Business Days following the date of such acquisition or designation) (i) give notice of such Property to the Collateral Agent and execute and deliver to the Administrative Agent, the Collateral Agent and the Collateral Trustee such amendments to the Guarantee and Collateral Agreement or such other documents Security Documents as the Collateral Agent or the Collateral Trustee, as the case may be, deems necessary or reasonably requests advisable to grant to the Collateral Agent for the benefit of the Secured Parties a security interest in such Property and (ii) take all actions reasonably requested by the Collateral Agent to grant to the Collateral Agent for the benefit of the Secured Parties a perfected security interest (to the extent required by the Security Documents and with the priority required by Section 4.17) in such Property (with respect to Property of a type owned by a Loan Party as of the Closing Date to the extent the Collateral Agent Trustee, for the benefit of the Secured Parties, has a perfected security interest in such Property as Collateral and (ii) take all actions necessary or reasonably requested by the Administrative Agent to grant to the Collateral Trustee, for the benefit of the Closing DateSecured Parties, a perfected (subject to the limitations set forth in Section 3.19) first priority security interest in such Collateral (other than any Excluded Perfection Assets and, except with respect to Pledged Securities in the possession of the Collateral Trustee, subject to Permitted Liens, and in respect of Pledged Securities in the possession of the Collateral Trustee, the Permitted Liens set forth in clause (g) of the definition thereof and with respect to any other Priority Lien Obligations), including, without limitation, including the filing of Uniform Commercial Code UCC financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent, the Collateral AgentAgent or the Collateral Trustee (it being understood and agreed that no Control Agreements shall be required pursuant to this Section 5.09(a) in respect of any Counterparty Accounts). If any amount in excess of $5,000,000 payable under Notwithstanding anything set forth herein or in connection any other Loan Document to the contrary, this Section 5.09(a) shall not apply to Intellectual Property Collateral acquired after the Closing Date or with respect to any property or asset which becomes Intellectual Property Collateral pursuant to the definition of Collateral after the Closing Date (it being agreed and understood that such Intellectual Property Collateral shall be or become evidenced by any Instrument, Certificated Security, Security or Chattel Paper (or, if more than $5,000,000 in the aggregate payable under or in connection with the Collateral shall become evidenced by Instruments, Certificated Securities, Securities or Chattel Paper), such Instrument, Certificated Security, Security or Chattel Paper shall be promptly delivered subject to the applicable provisions of the Guarantee and Collateral Agent indorsed in a manner reasonably satisfactory to the Collateral Agent to be held as Collateral pursuant to this Agreement).

Additional Collateral, etc. (aa)(1) With respect to any Property (other than Excluded Collateral) located in the United States having a value, individually or in the aggregate, of at least $2,000,000 property acquired after the Closing Date by any Loan Party (other than (wx) any interests in Real Property and any Property real property or property described in paragraph (cb) or paragraph (d) of this Section 6.8, (x) any Property subject to a Lien expressly permitted by Section 7.3(g) or 7.3(z)below, (y) Instruments, Certificated Securities, Securities and Chattel Paper, which are referred to in the last sentence of this paragraph (a) any property constituting Excluded Property and (z) Government Contracts, deposit accounts and securities accounts (the Loan Parties’ obligations any property with respect to which are contained in the Guarantee and Collateral Agreement)Administrative Agent determines that the cost or burden of subjecting such property to a Lien under the Security Documents is disproportionate to the value of the collateral security afforded thereby) or (2) upon the designation of any Unrestricted Subsidiary that is a Domestic Subsidiary as a Restricted Subsidiary, as to which the Collateral Agent Agent, for the benefit of the Secured Parties Parties, does not have a perfected Lien, promptly upon request by the Administrative Agent (i) give notice of such Property to the Collateral Agent and execute and deliver to the Collateral Administrative Agent such amendments to the Guarantee and Collateral Agreement Security Documents or such other documents as the Collateral Administrative Agent reasonably requests deems necessary or advisable to grant to the Collateral Agent for the benefit of the Secured Parties a security interest in such Property and (ii) take all actions reasonably requested by the Collateral Agent to grant to the Collateral Agent for the benefit of the Secured Parties a perfected security interest (to the extent required by the Security Documents and with the priority required by Section 4.17) in such Property (with respect to Property of a type owned by a Loan Party as of the Closing Date to the extent the Collateral Agent Agent, for the benefit of the Secured Parties, has a perfected security interest in such Property as property and (ii) take all actions necessary or advisable to grant to the Collateral Agent, for the benefit of the Closing Date)Secured Parties, includinga perfected first priority (subject to Permitted Liens) security interest under the laws of the United States in such property, without limitation, including the filing of Uniform Commercial Code financing statements in such domestic jurisdictions as may be required by the Guarantee and Collateral Agreement Security Documents or by law or as may be reasonably requested by the Collateral Administrative Agent. If Notwithstanding anything in this Agreement or any amount in excess of $5,000,000 payable under or in connection other Loan Document to the contrary, no Loan Party will be required to deliver control agreements with any of the Collateral shall be or become evidenced by any Instrument, Certificated Security, Security or Chattel Paper (or, if more than $5,000,000 in the aggregate payable under or in connection with the Collateral shall become evidenced by Instruments, Certificated Securities, Securities or Chattel Paper), such Instrument, Certificated Security, Security or Chattel Paper shall be promptly delivered respect to the Collateral Agent indorsed or to take any action necessary under the laws of any foreign jurisdiction to create or perfect a Lien or, in each case, be considered in breach of or non-compliance with any representation or warranty or covenant herein or in any Loan Document as a manner reasonably satisfactory to the Collateral Agent to be held as Collateral pursuant to this Agreementresult thereof.

Additional Collateral, etc. (a) With respect to any Property acquired, created or developed (other than Excluded Collateralincluding, without limitation, the filing of any applications for the registration or issuance of any Intellectual Property) located in the United States having a value, individually or in the aggregate, of at least $2,000,000 acquired after the Closing Date by Holdings, the Borrower or any Loan Party of its Subsidiaries (other than (wi) Property acquired by a non-Guarantor Immaterial Subsidiary to the extent, after giving effect to such acquisition, such Subsidiary still qualifies as an Immaterial Subsidiary, (ii) any interests leasehold estate in Real Property and a retail store, (iii) any Property described in paragraph (cb) or paragraph (dc) of this Section 6.8(without regard to the value threshold set forth therein), (xiv) any Property subject to a Lien expressly permitted by Section 7.3(g) or 7.3(z), (yv) Instruments, Certificated Securities, Securities and Chattel Paper, which are referred Property acquired by an Excluded Foreign Subsidiary or that portion of the Capital Stock of such Excluded Foreign Subsidiary excluded from the Collateral pursuant to in the last sentence terms of this paragraph (a) and (z) Government Contracts, deposit accounts and securities accounts (the Loan Parties’ obligations with respect to which are contained in the Guarantee and Collateral Agreement)Agreement and (vi) Property consisting of deposit accounts which are not required by the terms of the Guarantee and Collateral Agreement to be subject to control agreements) as to which the Collateral Agent Administrative Agent, for the benefit of the Secured Parties Parties, does not have a perfected Lien, promptly (ix) give notice of such Property to the Collateral Agent and execute and deliver to the Collateral Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Collateral Administrative Agent reasonably requests deems necessary to grant to the Collateral Agent Administrative Agent, for the benefit of the Secured Parties Parties, a security interest in such Property and (iiy) take all actions reasonably requested by the Collateral Agent necessary to grant to the Collateral Agent for the benefit of the Secured Parties a perfected security interest (to the extent required by the Security Documents and with the priority required by Section 4.17) in such Property (with respect to Property of a type owned by a Loan Party as of the Closing Date to the extent the Collateral Agent Administrative Agent, for the benefit of the Secured Parties, has a perfected first priority security interest in such Property as of the Closing Date)Property, including, including without limitation, the filing of Uniform Commercial Code UCC financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Collateral Administrative Agent. If any amount in excess of $5,000,000 payable under or in connection with any of the Collateral shall be or become evidenced by any Instrument, Certificated Security, Security or Chattel Paper (or, if more than $5,000,000 in the aggregate payable under or in connection with the Collateral shall become evidenced by Instruments, Certificated Securities, Securities or Chattel Paper), such Instrument, Certificated Security, Security or Chattel Paper shall be promptly delivered to the Collateral Agent indorsed in a manner reasonably satisfactory to the Collateral Agent to be held as Collateral pursuant to this Agreement.

Additional Collateral, etc. (a) With Grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected, first priority Lien, subject to Liens permitted by Section 6.2, on all personal property (provided, with respect to any Property (other than Excluded CollateralVehicles, only to the extent required by the Guaranty and Collateral Agreement and, with respect to personal property with respect to which a central filing is not sufficient to perfect a Lien, only to the extent a first priority Lien is required to be granted in respect of such Mortgaged Property) located in of the United States having a value, individually Loan Parties whether owned as of the Closing Date or in the aggregate, of at least $2,000,000 acquired after the Closing Date by any Loan Party (other than (w) or any interests in Real Property and any Property described in paragraph (c) or paragraph (d) of this Section 6.8their respective Subsidiaries. In connection with the foregoing, (x) any Property subject to a Lien expressly permitted by Section 7.3(g) or 7.3(z), (y) Instruments, Certificated Securities, Securities and Chattel Paper, which are referred to in the last sentence of this paragraph (a) and (z) Government Contracts, deposit accounts and securities accounts (the Loan Parties’ obligations with respect Parties shall, from time to which are contained time (and, in any event, immediately after the Guarantee and Collateral Agreement)request by the Administrative Agent to do so) as to which the Collateral Agent for the benefit of the Secured Parties does not have a perfected Lien, promptly (i) give notice of such Property to the Collateral Agent and execute and deliver to the Collateral Administrative Agent such amendments to the Guarantee and Collateral Agreement Security Documents or such other documents as the Collateral Administrative Agent reasonably requests shall deem necessary or advisable to grant to the Collateral Agent for the benefit of the Secured Parties a security interest in such Property and (ii) take all actions reasonably requested by the Collateral Agent to grant to the Collateral Agent for the benefit of the Secured Parties a perfected security interest (to the extent required by the Security Documents and with the priority required by Section 4.17) in such Property (with respect to Property of a type owned by a Loan Party as of the Closing Date to the extent the Collateral Agent Administrative Agent, for the benefit of the Secured Parties, has a perfected security interest first priority Lien, subject to Liens permitted by Section 6.2, on such property, (ii) take all actions necessary or advisable to cause such Lien to be duly perfected in such Property as of the Closing Date)accordance with all applicable law, including, without limitation, the filing of Uniform Commercial Code financing statements or other filings or recordations in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Collateral Administrative Agent. If any amount , and (iii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described in excess of $5,000,000 payable under or in connection with any of the Collateral clauses (i) and (ii) immediately preceding, which opinions shall be or become evidenced by any Instrumentin form and substance, Certificated Securityand from counsel, Security or Chattel Paper (or, if more than $5,000,000 in the aggregate payable under or in connection with the Collateral shall become evidenced by Instruments, Certificated Securities, Securities or Chattel Paper), such Instrument, Certificated Security, Security or Chattel Paper shall be promptly delivered to the Collateral Agent indorsed in a manner reasonably satisfactory to the Collateral Administrative Agent. For the avoidance of doubt, the parties acknowledge that the Liens in favor of the Administrative Agent to be held as Collateral for the benefit of the Secured Parties granted pursuant to this AgreementAgreement and the Security Documents will be inferior to Liens securing the Revolving Credit Facility.

Additional Collateral, etc. (a) With respect to any Property (other than Excluded Collateral) located in the United States having a value, individually or in the aggregate, of at least $2,000,000 property acquired after the Closing Date by any Loan Party (other than (v) any real property, (w) any interests in Real Property and any Property property described in paragraph (c) or paragraph (d) of this Section 6.8below, (x) any Property property subject to a Lien expressly permitted by Section 7.3(g) or 7.3(z), (y) Instrumentsso long as the ABL Obligations Payment Date has not occurred, Certificated Securitiesany ABL Priority Collateral as to which the ABL Representative determines, Securities in its reasonable discretion and Chattel Paperin consultation with the Borrower, which are referred that the cost of obtaining a security interest therein is excessive in relation to in the last sentence value of this paragraph (a) the security to be afforded thereby and (z) Government Contractsany property (or, deposit accounts and securities accounts (so long as the Loan Parties’ obligations with respect to which are contained in the Guarantee and Collateral Agreement)ABL Obligations Payment Date has not occurred, any property other than ABL Priority Collateral) as to which the Collateral Administrative Agent determines, in its reasonable discretion and in consultation with the Borrower, that the cost of obtaining a security interest therein is excessive in relation to the value of the security to be afforded thereby) as to which the Administrative Agent, for the benefit of the Secured Parties Parties, does not have a perfected Lien, promptly (i) give notice of such Property to the Collateral Agent and execute and deliver to the Collateral Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Collateral Administrative Agent deems necessary or reasonably requests advisable to grant to the Collateral Agent for the benefit of the Secured Parties a security interest in such Property and (ii) take all actions reasonably requested by the Collateral Agent to grant to the Collateral Agent for the benefit of the Secured Parties a perfected security interest (to the extent required by the Security Documents and with the priority required by Section 4.17) in such Property (with respect to Property of a type owned by a Loan Party as of the Closing Date to the extent the Collateral Agent Administrative Agent, for the benefit of the Secured Parties, has a security interest in such property and (ii) take all actions necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected security interest in any such Property as of property (with the Closing Datepriority required by the Intercreditor Agreement), including, without limitation, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Collateral Administrative Agent. If any amount in excess of $5,000,000 payable under or in connection with any of the Collateral shall be or become evidenced by any Instrument, Certificated Security, Security or Chattel Paper (or, if more than $5,000,000 in the aggregate payable under or in connection with the Collateral shall become evidenced by Instruments, Certificated Securities, Securities or Chattel Paper), such Instrument, Certificated Security, Security or Chattel Paper shall be promptly delivered to the Collateral Agent indorsed in a manner reasonably satisfactory to the Collateral Agent to be held as Collateral pursuant to this Agreement.

Additional Collateral, etc. (a) With respect to any Property (other than Excluded Collateral) located in the United States having a value, individually or in the aggregate, of at least $2,000,000 acquired after the Closing Date by the Company or any Loan Party Subsidiary Guarantor (other than (w) any interests interest in Real Property and real property or any Property described in paragraph (c) or paragraph (db) of this Section 6.86.08, (x) any Property subject to a Lien expressly permitted by Section 7.3(g7.03(g) or 7.3(z)or, (y) Instruments, Certificated Securities, Securities and Chattel Paper, which are referred to in the last sentence of this paragraph (a) and Property acquired by an Excluded Subsidiary or (z) Government ContractsProperty in respect of which the cost of obtaining a security interest in, deposit accounts and securities accounts (or perfection of, such Property is excessive relative to the Loan Parties’ obligations with respect to which are contained practical benefit of the Lenders afforded thereby, as determined by the Administrative Agent in the Guarantee and Collateral Agreement)its reasonable discretion) as to which the Collateral Agent Agent, for the benefit of the Secured Parties Parties, does not have a perfected Lien, promptly (i) give notice of such Property to the Collateral Agent and execute and deliver to the Collateral Agent such amendments to the Guarantee and Collateral Agreement or and such other documents (including intellectual property security agreements) as the Collateral Agent reasonably requests deems necessary or advisable to grant to the Collateral Agent Agent, for the benefit of the Secured Parties Parties, a security interest in such Property (to the extent such Property is of a type that would constitute Collateral as described in the Guarantee and Collateral Agreement) and (ii) take all actions reasonably requested by the Collateral Agent necessary or advisable to grant to the Collateral Agent for the benefit of the Secured Parties a perfected security interest (to the extent required by the Security Documents and with the priority required by Section 4.17) in such Property (with respect to Property of a type owned by a Loan Party as of the Closing Date to the extent the Collateral Agent Agent, for the benefit of the Secured Parties, has a perfected first priority security interest (subject, except in the case of the pledge of Capital Stock of any Subsidiary, to Liens permitted by Section 7.03) in such Property as of (to the Closing Dateextent required by the Guarantee and Collateral Agreement), including, including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions and/or intellectual property security agreements as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Collateral Agent. If any amount in excess of $5,000,000 payable under or in connection with any of the Collateral shall be or become evidenced by any Instrument, Certificated Security, Security or Chattel Paper (or, if more than $5,000,000 in the aggregate payable under or in connection with the Collateral shall become evidenced by Instruments, Certificated Securities, Securities or Chattel Paper), such Instrument, Certificated Security, Security or Chattel Paper shall be promptly delivered to the Collateral Agent indorsed in a manner reasonably satisfactory to the Collateral Agent to be held as Collateral pursuant to this Agreement.

Additional Collateral, etc. (a) With respect to any Property (other than Excluded Collateral) located in the United States having a value, individually or in the aggregate, of at least $2,000,000 property acquired after the Closing Date by any Loan Party that is property of the type which would otherwise constitute Collateral subject to the Lien created by any of the Security Documents but is not yet so subject (other than (w) any interests in Real Property and any Property described in paragraph (c) or paragraph (d) of this Section 6.8including, without limitation, (x) all Capital Stock held by any Property subject to a Lien expressly permitted by Section 7.3(g) Loan Party in any newly formed or 7.3(z), acquired Subsidiary of the Parent Borrower and (y) Instrumentsall Capital Stock held by any Loan Party in any Affiliated Investor) (collectively, Certificated Securitiesthe “After-Acquired Property”), Securities and Chattel Paper, which are referred to promptly but in any event within 60 days after the last sentence of this paragraph (a) and (z) Government Contracts, deposit accounts and securities accounts (the Loan Parties’ obligations with respect to which are contained in the Guarantee and Collateral Agreement)) as to which the Collateral Agent for the benefit end of the Secured Parties does not have a perfected Lien, promptly fiscal year during which such property was acquired (or by such later date as the Administrative Agent may agree in its sole discretion) (i) give notice of such Property to the Collateral Agent and execute and deliver to the Collateral Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Collateral Administrative Agent may reasonably requests request to grant to the Collateral Agent Administrative Agent, for the benefit of the Secured Parties Lenders, a security interest in such Property property and (ii) take all actions necessary or reasonably requested by the Collateral Agent to grant to the Collateral Agent Administrative Agent, for the benefit of the Secured Parties Lenders, a perfected security interest (to the extent required by the Security Documents and with the first priority required by Section 4.17) in such Property (with respect to Property of a type owned by a Loan Party as of the Closing Date to the extent the Collateral Agent for the benefit of the Secured Parties, has a perfected security interest in such Property as of the Closing Date)property, including, without limitation, including (A) the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Collateral Agent. If Administrative Agent and (B) the delivery of the certificates (if any) representing any amount such Capital Stock acquired (together with undated stock powers or other appropriate instruments of transfer executed and delivered in blank by a duly authorized officer of the holder(s) of such Capital Stock); provided that to extent that the documents described in clause (i) of this clause (a) have not been executed and delivered or the actions described in clause (ii) of this clause (a) have not been taken, in each case, with respect to any After-Acquired Property with an aggregate value in excess of $5,000,000 payable under or in connection with any 5.0% of the Collateral Total Asset Value at any time, the Parent Borrower shall cause the requirements set forth in clauses (i) and (ii) of this clause (a) to be or become evidenced by any Instrument, Certificated Security, Security or Chattel Paper (or, if more than $5,000,000 in met within 60 days after the aggregate payable under or in connection with end of the Collateral shall become evidenced by Instruments, Certificated Securities, Securities or Chattel Paper), fiscal quarter during which such Instrument, Certificated Security, Security or Chattel Paper shall be promptly delivered limit was exceeded to the Collateral Agent indorsed in a manner reasonably satisfactory extent necessary to the Collateral Agent to be held as Collateral pursuant to this Agreementeliminate such excess.

Additional Collateral, etc. (a) With respect to any Property (other than Excluded Collateral) located in the United States having a value, individually or in the aggregate, of at least $2,000,000 property acquired after the Closing Date by the Borrower or any Loan Party of its Subsidiaries (other than (wx) any interests in Real Property and any Property property described in paragraph (b), (c) or paragraph (d) of this Section 6.8below, (xy) any Property property subject to a Lien expressly permitted by Section 7.3(g) or 7.3(z), (y) Instruments, Certificated Securities, Securities and Chattel Paper, which are referred to in the last sentence of this paragraph (a) and (z) Government Contracts, deposit accounts and securities accounts (the Loan Parties’ obligations with respect to which are contained in the Guarantee and Collateral Agreement)property acquired by any Excluded Foreign Subsidiary) as to which the Collateral Agent Administrative Agent, for the benefit of the Secured Parties Lenders, does not have a perfected Lien, promptly (i) give notice of such Property to the Collateral Agent and execute and deliver to the Collateral Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Collateral Administrative Agent reasonably requests deems necessary or advisable to grant to the Collateral Agent Administrative Agent, for the benefit of the Secured Parties Lenders, a security interest in such Property property and (ii) take all actions reasonably requested by the Collateral Agent necessary or advisable to grant to the Collateral Agent Administrative Agent, for the benefit of the Secured Parties Lenders, a perfected security interest (to the extent required by the Security Documents and with the first priority required by Section 4.17) in such Property (with respect to Property of a type owned by a Loan Party as of the Closing Date to the extent the Collateral Agent for the benefit of the Secured Parties, has a perfected security interest in such Property as of the Closing Date)property, including, without limitation, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent and provided, that such actions with respect to motor vehicles and cash collateral need only be taken if and to the extent the Administrative Agent reasonably requests. (b) With respect to any fee interest in any real property having a value (together with improvements thereof) of at least $2,000,000 acquired after the Closing Date by the Borrower or any of its Subsidiaries (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 Excluded Foreign Subsidiary), promptly (i) execute and deliver a first priority Mortgage, in favor of the Administrative Agent, for the benefit of the Lenders, covering such real property, (ii) if reasonably requested by the Collateral Administrative Agent. If , provide the 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 Administrative Agent) as well as a current ALTA survey thereof, together with a surveyor's certificate and (y) any amount in excess of $5,000,000 payable under consents or estoppels reasonably deemed necessary or advisable by the Administrative Agent in connection with any such mortgage or deed of trust, each of the Collateral shall be or become evidenced by any Instrument, Certificated Security, Security or Chattel Paper (or, if more than $5,000,000 foregoing in the aggregate payable under or in connection with the Collateral shall become evidenced by Instruments, Certificated Securities, Securities or Chattel Paper), such Instrument, Certificated Security, Security or Chattel Paper shall be promptly delivered to the Collateral Agent indorsed in a manner form and substance reasonably satisfactory to the Collateral 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 held as Collateral pursuant in form and substance, and from counsel, reasonably satisfactory to this Agreementthe Administrative Agent.

Additional Collateral, etc. (a) With Subject to Sections 5.10(c) and (d), with respect to any Property (other than Excluded Collateral) located fee interest or absolute right of ownership in the United States any real or immoveable property having a value, individually or in fair market value (together with improvements thereof on the aggregate, date such property is acquired) of at least $2,000,000 5,000,000 (as determined in good faith by a Responsible Officer of the Borrower) acquired after the Closing Date by any Loan Party (including pursuant to a Division/Series Transaction) (in each case, other than any such real property subject to any Lien permitted pursuant to Section 6.2(j), (w) any interests in Real Property and any Property described in paragraph o), (cp) or paragraph (dr) or any Requirement of Law that prohibits or restricts compliance with the terms and conditions of this Section 6.85.10) (which, (x) for the purposes of this paragraph, shall include any Property owned real property of any Loan Party that ceases to be subject to a Lien expressly permitted by Section 7.3(g) or 7.3(zthe foregoing restrictions), (y) Instruments, Certificated Securities, Securities and Chattel Paper, which are referred to in the last sentence of this paragraph (a) and (z) Government Contracts, deposit accounts and securities accounts (the Loan Parties’ obligations with respect to which are contained in the Guarantee and Collateral Agreement)) as to which the Collateral Agent for the benefit of the Secured Parties does not have a perfected Lien, promptly (i) give notice of such Property to the Collateral Agent and execute and deliver to the Collateral Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Collateral Agent reasonably requests to grant to the Collateral Agent for the benefit a first priority Mortgage in favor of the Secured Parties a security interest in such Property and (ii) take all actions reasonably requested by the Collateral Agent to grant to the Collateral Agent for the benefit of the Secured Parties a perfected security interest (to the extent required by the Security Documents and with the priority required by Section 4.17) in such Property (with respect to Property of a type owned by a Loan Party as of the Closing Date to the extent the Collateral Administrative Agent for the benefit of the Secured Parties, has covering such real or immoveable property (to the extent such property is not already subject to a perfected security interest in such Property as of the Closing Datefirst priority Lien pursuant to a Security Document), including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be (ii) if reasonably requested by the Collateral Administrative Agent. If , (x) provide the Lenders with a fully paid extended coverage title insurance policy covering such real property in an amount at least equal to the purchase price of such real property (or such other lesser amount as shall be reasonably specified by the Administrative Agent) as well as an ALTA survey (or other map reasonably acceptable to the Administrative Agent) of such real property, together with a surveyor’s certificate and (y) use commercially reasonable efforts to provide the Lenders with any amount in excess of $5,000,000 payable under estoppels reasonably deemed necessary or advisable by the Administrative Agent in connection with any such Mortgage, each of the Collateral shall be or become evidenced by any Instrument, Certificated Security, Security or Chattel Paper (or, if more than $5,000,000 foregoing in the aggregate payable under or in connection with the Collateral shall become evidenced by Instruments, Certificated Securities, Securities or Chattel Paper), such Instrument, Certificated Security, Security or Chattel Paper shall be promptly delivered to the Collateral Agent indorsed in a manner form and substance reasonably satisfactory to the Collateral Administrative Agent, and (iii) if reasonably requested by the Administrative Agent, deliver to the Administrative Agent customary legal opinions relating to the matters described above, which opinions shall be held as Collateral pursuant in form and substance, and from counsel, reasonably satisfactory to this Agreementthe Administrative Agent. Prior to recording any Mortgage, the Administrative Agent shall have obtained a completed flood hazard determination from a third party vendor, and if such Mortgaged Property is located in a “special flood hazard area”, the Borrower shall provide to the Administrative Agent evidence of required flood insurance to the extent that flood insurance has been made available under applicable Flood Laws.

Additional Collateral, etc. (a) With During any Full Security Period, with respect to any Specified Property (other than Excluded Collateral) located in the United States having a value, individually or in the aggregate, of at least $2,000,000 acquired after the Closing Effective Date by the Company or any Loan Party of its Required Subsidiaries (other than (w) any interests in Real Property and any Specified Property described in paragraph clause (b) or (c) or paragraph (d) of this Section 6.8below, (x) any Specified Property subject to a Lien expressly permitted by Section 7.3(g6.01(a) or 7.3(zSection 6.01(l), (y) Instruments, Certificated Securities, Securities and Chattel Paper, which are referred to in the last sentence of this paragraph (a) Specified Property acquired by any Excluded Domestic Subsidiary and (z) Government Contracts, deposit accounts and securities accounts (the Loan Parties’ obligations with respect to which are contained in the Guarantee and Collateral Agreement)Specified Property acquired by any Foreign Subsidiary) as to which the Collateral Agent Administrative Agent, for the benefit of the Secured Parties Parties, does not have a perfected Lien, promptly (i) give notice of such Property to the Collateral Agent and execute and deliver to the Collateral Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Collateral Administrative Agent reasonably requests deems necessary or advisable to grant to the Collateral Agent Administrative Agent, for the benefit of the Secured Parties Parties, a security interest in such Specified Property and (ii) take all actions reasonably requested by the Collateral Agent necessary or advisable to grant to the Collateral Agent for the benefit of the Secured Parties a perfected security interest (to the extent required by the Security Documents and with the priority required by Section 4.17) in such Property (with respect to Property of a type owned by a Loan Party as of the Closing Date to the extent the Collateral Agent Administrative Agent, for the benefit of the Secured Parties, has a perfected first priority security interest in such Property as of the Closing Date)Specified Property, including, without limitation, including the filing of Uniform Commercial Code IP Security Agreements with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency within the United States and the filing of UCC financing statements in such jurisdictions as may be required by the applicable Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Collateral Administrative Agent. If Notwithstanding anything to the contrary set forth in this Agreement, regardless of whether The Hawthorne Gardening Company is a Subsidiary under this Agreement, the Company shall cause all of the outstanding Capital Stock of The Hawthorne Gardening Company directly owned by the Company or any amount Subsidiary Guarantor to be subject at all times to a first priority, perfected Lien in excess favor of $5,000,000 payable under or the Administrative Agent to secure the Obligations in connection accordance with the terms and conditions of the Guarantee and Collateral Agreement. Notwithstanding anything to the contrary set forth in this Agreement, the Company shall not be required to grant to the Administrative Agent a security interest in any Intellectual Property owned by any of the Collateral shall be Hawthorne Entities until the date that is ninety (90) days following the Amendment No. 2 Effective Date (or become evidenced such later date as is agreed to by any Instrument, Certificated Security, Security or Chattel Paper (or, if more than $5,000,000 the Administrative Agent in the aggregate payable under or in connection with the Collateral shall become evidenced by Instruments, Certificated Securities, Securities or Chattel Paperits reasonable discretion), such Instrument, Certificated Security, Security or Chattel Paper shall be promptly delivered to the Collateral Agent indorsed in a manner reasonably satisfactory to the Collateral Agent to be held as Collateral pursuant to this Agreement.

Additional Collateral, etc. (a) With respect to any Property (other than Excluded Collateral) located in the United States having a value, individually new Restricted Subsidiary created or in the aggregate, of at least $2,000,000 acquired after the Closing Date by any Loan Party (other than (w) any interests in Real Property and any Property described in paragraph (c) or paragraph (d) which, for the purposes of this paragraph, shall include any existing Unrestricted Subsidiary that is designated as a Restricted Subsidiary pursuant to Section 6.8, (x) any Property subject to a Lien expressly permitted by Section 7.3(g) or 7.3(z10.18), (y) Instruments, Certificated Securities, Securities and Chattel Paper, which are referred to in by the last sentence Borrower or any of this paragraph (a) and (z) Government Contracts, deposit accounts and securities accounts (the Loan Parties’ obligations with respect to which are contained in the Guarantee and Collateral Agreement)) as to which the Collateral Agent for the benefit of the Secured Parties does not have a perfected Lienits Restricted Subsidiaries, promptly (i) give notice of such Property to the Collateral Agent and execute and deliver to the Collateral Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Collateral Administrative Agent reasonably requests deems necessary or advisable to grant to the Collateral Agent Administrative Agent, for the benefit of the Secured Parties Parties, a perfected first priority security interest in the Capital Stock of such Property and new Restricted Subsidiary that is owned by the Borrower or any of its Restricted Subsidiaries, (ii) deliver to the Administrative Agent the certificates, if any, representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Restricted Subsidiary, as the case may be, (iii) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement and (B) to take all such actions reasonably requested by the Collateral Agent necessary or advisable to grant to the Collateral Administrative Agent for the benefit of the Secured Parties a perfected first priority security interest (to in the extent required by Collateral described in the Security Documents Guarantee and with the priority required by Section 4.17) in such Property (Collateral Agreement with respect to Property of a type owned by a Loan Party as of the Closing Date to the extent the Collateral Agent for the benefit of the Secured Partiessuch new Subsidiary, has a perfected security interest in such Property as of the Closing Date), including, without limitation, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Collateral Administrative Agent. If any amount in excess of $5,000,000 payable under or in connection with any of , and (iv) if requested by the Collateral Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be or become evidenced by any Instrumentin form and substance, Certificated Securityand from counsel, Security or Chattel Paper (or, if more than $5,000,000 in the aggregate payable under or in connection with the Collateral shall become evidenced by Instruments, Certificated Securities, Securities or Chattel Paper), such Instrument, Certificated Security, Security or Chattel Paper shall be promptly delivered to the Collateral Agent indorsed in a manner reasonably satisfactory to the Collateral Agent to be held as Collateral pursuant to this AgreementAdministrative Agent.

Additional Collateral, etc. (a) With respect to any personal Property (other than Excluded Collateral) located in the United States having a value, individually or in the aggregate, of at least $2,000,000 acquired after the Closing Date by Parent, Holdings, the Borrower or any Loan Party (other than (w) any interests in Real Property and any personal Property described in paragraph (c) or paragraph (d) of this Section 6.8Section, (x) any Property subject to a Lien expressly permitted by Section 7.3(g) or 7.3(zSections 9.4(b), (h), (i), (l), and (v), (y) Instruments, Certificated Securities, Securities and Chattel Paper, which are referred to in the last sentence of this paragraph (a) and or (z), any Property (including Capital Stock) Government Contractsacquired by an Excluded Subsidiary (in each case only if such acquisitions do not result in such Excluded Subsidiary no longer being an Excluded Subsidiary), deposit accounts and securities accounts or any Property that is otherwise excluded from the definition of Collateral pursuant to the first proviso therein or that constitutes Excluded Assets (the Loan Parties’ obligations with respect to which are contained as defined in the Guarantee and Collateral Agreement), and (z) any Property acquired after the date hereof to the extent that the creation of a security interest therein would be prohibited by a Requirement of Law or a Contractual Obligation binding on Parent, Holdings, the Borrower or any Subsidiary that is the owner of such Property (including pursuant to the Partnership Parks Agreements), provided that such Contractual Obligation existed at the time such Property was acquired and was not entered into in anticipation of such acquisition for the purposes of evading the guarantee and collateral requirements hereunder) as to which the Collateral Agent Administrative Agent, for the benefit of the Secured Parties Lenders, does not have a perfected Lien, promptly promptly, and in any event on or prior to the date that is 60 days after such acquisition (or such longer period as the Administrative Agent may agree in its reasonable discretion) (i) give notice of such Property to the Collateral Agent and execute and deliver to the Collateral Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as and to the extent required by the Guarantee and Collateral Agreement or as the Administrative Agent reasonably requests deems necessary or advisable to grant to the Collateral Agent Administrative Agent, for the benefit of the Secured Parties Lenders, a security interest in such Property and (ii) take all actions reasonably requested by the Collateral Agent necessary or advisable to grant to the Collateral Agent Administrative Agent, for the benefit of the Secured Parties Lenders, a perfected security interest (to the extent required by the Security Documents and with the first priority required by Section 4.17) in such Property (with respect to Property of a type owned by a Loan Party as of the Closing Date to the extent the Collateral Agent for the benefit of the Secured Parties, has a perfected security interest in such Property as of the Closing Date(subject to Permitted Liens), including, including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent, subject in each case to the requirements and limitations set forth in the Guarantee and Collateral AgentAgreement. If Notwithstanding the foregoing, any amount Loan Party creating or acquiring Intellectual Property shall be required to take the actions required under the Guarantee and Collateral Agreement in excess respect of $5,000,000 payable under or notifications to the Administrative Agent and filings in connection with any of the Collateral shall be or become evidenced by any Instrument, Certificated Security, Security or Chattel Paper (or, if more than $5,000,000 in the aggregate payable under or in connection with the Collateral shall become evidenced by Instruments, Certificated Securities, Securities or Chattel Paper), such Instrument, Certificated Security, Security or Chattel Paper shall be promptly delivered to the Collateral Agent indorsed in a manner reasonably satisfactory to the Collateral Agent to be held as Collateral pursuant to this AgreementIntellectual Property.

Additional Collateral, etc. (a) With respect to any Property (other than Excluded CollateralVehicles, bank accounts, cash, Cash Equivalents, Foreign Cash Equivalents and other assets expressly excluded from the Collateral pursuant to the Security Documents) located in the United States or Canada having a value, individually or in the aggregate, aggregate of at least $2,000,000 1,000,000 acquired after the Closing Date by any Loan Party other than Holdings (other than (wx) any interests in Real Property real property and any Property described in paragraph (c) or paragraph (d) of this Section 6.8Section, (xy) any Property subject to a Lien expressly permitted by Section 7.3(g) or 7.3(z), and (yz) Instruments, Certificated Securities, Securities and Chattel Paper, which are referred to in the last sentence of this paragraph (a) and (z) Government Contracts, deposit accounts and securities accounts (the Loan Parties’ obligations with respect to which are contained in the Guarantee and Collateral Agreement)) as to which the Collateral Administrative Agent or the Canadian Administrative Agent, as applicable, for the benefit of the Secured Parties relevant Lenders does not have a perfected Lien, promptly (i) give notice of such Property to the Collateral Administrative Agent (and the Canadian Administrative Agent, if applicable) and execute and deliver to the Collateral Administrative Agent or the Canadian Administrative Agent, as applicable, such amendments to the Guarantee and Collateral Agreement or the CDN Guarantee and Collateral Agreement, as applicable, or such other documents as the Collateral Administrative Agent or the Canadian Administrative Agent, as the case may be, reasonably requests to grant to the Collateral Administrative Agent or the Canadian Administrative Agent, as applicable, for the benefit of the Secured Parties relevant Lenders a security interest in such Property and (ii) take all actions reasonably requested by the Collateral Administrative Agent or the Canadian Administrative Agent, as the case may be, to grant to the Collateral Administrative Agent or the Canadian Administrative Agent, as applicable, for the benefit of the Secured Parties relevant Lenders a perfected security interest (to the extent required by the Security Documents and with the priority required by Section 4.174.18) in such Property (with respect to Property of a type owned by a Loan Party as of the Closing Date to the extent the Collateral Administrative Agent or the Canadian Administrative Agent, as the case may be, for the benefit of the Secured Partiesrelevant Lenders, has a perfected security interest in such Property as of the Closing Date), including, without limitation, the filing of Uniform Commercial Code or Personal Property Security Act financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or the CDN Guarantee and Collateral Agreement, as the case may be, or by law or as may be reasonably requested by the Collateral Administrative Agent or the Canadian Administrative Agent, as the case may be. If any amount in excess of $5,000,000 1,000,000 payable under or in connection with any of the Collateral shall be or become evidenced by any Instrument, Certificated Security, Security or Chattel Paper (or, if more than $5,000,000 1,000,000 in the aggregate payable under or in connection with the Collateral shall become evidenced by Instruments, Certificated Securities, Securities or Chattel Paper), such Instrument, Certificated Security, Security or Chattel Paper shall be promptly delivered to the Collateral Administrative Agent or the Canadian Administrative Agent, as applicable, duly indorsed in a manner reasonably satisfactory to the Collateral Administrative Agent or the Canadian Administrative Agent, as applicable, to be held as Collateral pursuant to this Agreement; provided, however, that in no event shall any Pledged Notes issued by directors, officers or employees of any Loan Party be required to be delivered to the Administrative Agent or the Canadian Administrative Agent.

Additional Collateral, etc. (a) With respect Within 30 days after the formation or acquisition of any Additional Subsidiary Guarantor (or the making of a single investment or a series of related investments having a value (determined by reference to any Property Net Book Value, in the case of an investment of assets) of $500,000,000 or more in the aggregate by the Issuer or a Subsidiary Guarantor, directly or indirectly, in a Domestic Subsidiary (other than an Excluded CollateralSubsidiary) located that is not a Subsidiary Guarantor that results in the United States having a value, individually or in the aggregate, of at least $2,000,000 acquired after the Closing Date by any Loan Party (other than (w) any interests in Real Property and any Property described in paragraph (c) or paragraph (d) of this Section 6.8, (x) any Property subject to a Lien expressly permitted by Section 7.3(g) or 7.3(zsuch Domestic Subsidiary becoming an Additional Subsidiary Guarantor), the Issuer shall (yor shall cause the relevant Subsidiary to) Instruments, Certificated Securities, Securities (i) execute and Chattel Paper, which are referred deliver to in the last sentence of this paragraph (a) and (z) Government Contracts, deposit accounts and securities accounts (the Loan Parties’ obligations with respect to which are contained in the Guarantee and Collateral Agreement)) as to which the Collateral Trustee such amendments or supplements to the Security Agreement as the Administrative Agent deems necessary to grant to the Collateral Trustee, for the benefit of the Secured Parties does not have Parties, a perfected Lien, promptly (i) give notice security interest in the Capital Stock of such Property to the Collateral Agent and execute and Additional Subsidiary Guarantor (or Domestic Subsidiary receiving such investment(s)), (ii) deliver to the Collateral Agent Trustee the certificates, if any, representing such amendments Capital Stock (to the extent constituting “certificated securities” under the UCC), together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and (iii) cause such Additional Subsidiary Guarantor (or Domestic Subsidiary receiving such investment(s)) (A) to become a party to the Security Agreement, the Guarantee and Collateral Agreement or such other documents as the Collateral Agent reasonably requests Trust Agreement, (B) to take such actions as necessary to grant to the Collateral Agent Trustee for the benefit of the Secured Parties a security interest in such Property and (ii) take all actions reasonably requested by the Collateral Agent to grant to the Collateral Agent for the benefit of the Secured Parties a perfected security interest (to the extent required by the Security Documents and with the priority required by Section 4.17) in such Property (with respect to Property of a type owned by a Loan Party as of the Closing Date to the extent the Collateral Agent for the benefit of the Secured Partiesvalid, has a perfected security interest in the Collateral described in the Security Agreement with respect to such Property as of the Closing DateAdditional Subsidiary Guarantor (or Domestic Subsidiary receiving such investment(s)), including, without limitation, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Collateral Agent. If any amount in excess of $5,000,000 payable under or in connection with any of the Collateral shall be or become evidenced by any Instrument, Certificated Security, Security or Chattel Paper (or, if more than $5,000,000 in the aggregate payable under or in connection with the Collateral shall become evidenced by Instruments, Certificated Securities, Securities or Chattel Paper), such Instrument, Certificated Security, Security or Chattel Paper shall be promptly delivered to the Collateral Agent indorsed in a manner reasonably satisfactory to the Collateral Agent to be held as Collateral pursuant to this Agreementlaw.

Additional Collateral, etc. (a) With respect to any Property property (other than Excluded Collateral) located to the extent included in the United States having a value, individually or definition of Collateral and not constituting Excluded Assets (as defined in the aggregate, of at least $2,000,000 Guarantee and Collateral Agreement)) acquired after the Closing Date by any Loan Party (other than (wx) any interests in Real Property and any Property property described in paragraph (b), (c) or paragraph (d) of this Section 6.8below, and (xy) any Property property subject to a Lien expressly permitted by Section 7.3(g) or 7.3(z), (y) Instruments, Certificated Securities, Securities and Chattel Paper, which are referred to in the last sentence of this paragraph (a) and (z) Government Contracts, deposit accounts and securities accounts (the Loan Parties’ obligations with respect to which are contained in the Guarantee and Collateral Agreement)) as to which the Collateral Agent Administrative Agent, for the benefit of the Secured Parties Parties, does not have a perfected Lien, promptly (iand in any event within thirty (30) give notice days or such later date as the Administrative Agent may agree in its sole discretion, or, with respect to Intellectual Property acquired or created after the Closing Date, promptly following the delivery of a Compliance Certificate pursuant to Section 6.2(b) (or such earlier disclosure of such Intellectual Property from the Borrower to the Collateral Agent and execute and deliver to the Collateral Agent Administrative Agent) listing such amendments to the Guarantee and Collateral Agreement or such other documents as the Collateral Agent reasonably requests to grant to the Collateral Agent for the benefit of the Secured Parties a security interest in such Property and (iiIntellectual Property) take all actions reasonably requested by necessary or advisable in the Collateral reasonable opinion of the Administrative Agent to grant to the Collateral Agent for the benefit of the Secured Parties a perfected security interest (to the extent required by the Security Documents and with the priority required by Section 4.17) in such Property (with respect to Property of a type owned by a Loan Party as of the Closing Date to the extent the Collateral Agent Administrative Agent, for the benefit of the Secured Parties, has a perfected first priority (except as expressly permitted by Section 7.3) security interest and Lien in such Property as of the Closing Date)property, including, without limitation, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Collateral Administrative Agent. If Without limiting the generality of the foregoing, the Borrower and each other Israeli Loan Party undertakes to (A) amend the Debentures and/or register within forty-five (45) days of the end of each fiscal quarter, and more often if requested at the sole and absolute discretion of the Administrative Agent, a first ranking fixed charge over (i) such Israeli Loan Party’s Intellectual Property, and (ii) such Israeli Loan Party’s Capital Stock, and (B) provide exhibits to the Debentures, in form and substance reasonably acceptable to the Administrative Agent no more than once per fiscal quarter (unless a Default or an Event of Default has occurred and is continuing) upon the request of the Administrative Agent in its sole discretion, setting forth (i) each Account of the Borrower or any amount other Israeli Loan Party which is outstanding at such time, (ii) such Israeli Loan Party’s rights, whether then existing or thereafter created, to receive funds from its customers, and (iii) such Israeli Loan Party’s Equipment; provided, in each case, that, the Administrative Agent and the Secured Parties shall not make any filing, or require the Loan Parties to file such exhibit, with respect to, or register their Lien over, such Accounts, rights to receive funds from customers or Equipment, or take any other action that could cause such information to become publicly available unless an Event of Default has occurred and is ongoing (or, in the case that the fair market value of such Collateral is in excess of $5,000,000 payable under 5,000,000, at the sole discretion of the Administrative Agent). Notwithstanding anything to the contrary in this Agreement or in connection with the Loan Documents, neither Borrower nor any Subsidiary shall have any obligation to perfect Liens in any Intellectual Property created, registered or applied-for in any jurisdiction other than the United States or Israel, in any case, to the extent that such Intellectual Property is not material to the business of the Collateral shall be Loan Parties (or become evidenced as otherwise agreed to by any Instrument, Certificated Security, Security or Chattel Paper (or, if more than $5,000,000 the Administrative Agent in the aggregate payable under or in connection with the Collateral shall become evidenced by Instruments, Certificated Securities, Securities or Chattel Paperits reasonable discretion), such Instrument, Certificated Security, Security or Chattel Paper shall be promptly delivered to the Collateral Agent indorsed in a manner reasonably satisfactory to the Collateral Agent to be held as Collateral pursuant to this Agreement.

Additional Collateral, etc. (a) With respect to any Property (other than Excluded Collateral) located in the United States having a value, individually or in the aggregate, of at least $2,000,000 1,000,000 acquired after the Closing Date by the Borrower, any Loan Party Subsidiary Guarantor or any BrandCo Entity (other than (wi) any interests in Real Property and any Property described in paragraph (c) or paragraph (d) of this Section 6.8, (xii) any Property subject to a Lien expressly permitted by Section 7.3(g) or 7.3(z7.3(y), and (yiii) Instruments, Certificated Securities, Securities and Chattel Paper, which are referred to in the last sentence of this paragraph (a) and (z) Government Contracts, deposit accounts and securities accounts (the Loan Parties’ obligations with respect to which are contained in the Guarantee and Collateral Agreement)) as to which the Collateral Agent for the benefit of the Secured Parties does not have a perfected Lien, promptly (iA) give notice of such Property to the Collateral Agent and execute and deliver to the Collateral Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Collateral Agent reasonably requests to grant to the Collateral Agent for the benefit of the Secured Parties a security interest in such Property and (iiB) take all actions reasonably requested by the Collateral Agent to grant to the Collateral Agent Agent, for the benefit of the Secured Parties Parties, a perfected security interest (to the extent required by the Security Loan Documents and with the priority required by Section 4.17) in such Property (with respect to Property of a type owned by a Loan Party the Borrower or any Subsidiary Guarantor as of the Closing Date to the extent the Collateral Agent Agent, for the benefit of the Secured Parties, has a perfected security interest in such Property as of the Closing Date), including, without limitation, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or other Security Documents or by law or as may be reasonably requested by the Collateral Agent. If any amount in excess of $5,000,000 1,000,000 payable under or in connection with any of the Collateral shall be or become evidenced by any Instrument, Certificated Security, Security or Chattel Paper (or, if more than $5,000,000 1,000,000 in the aggregate payable under or in connection with the Collateral shall become evidenced by Instruments, Certificated Securities, Securities or Chattel Paper), such Instrument, Certificated Security, Security or Chattel Paper shall be promptly delivered to the Collateral Agent in accordance with the Security Documents indorsed in a manner reasonably satisfactory to the Collateral Agent to be held as Collateral pursuant to this AgreementAgent.

Additional Collateral, etc. (a) With respect to any Property (other than Excluded Collateral) located in the United States having a value, individually or in the aggregate, of at least $2,000,000 property acquired after the Closing Date by any Loan Party that is property of the type which would otherwise constitute Collateral subject to the Lien created by any of the Security Documents but is not yet so subject (other than (w) any interests in Real Property and any Property described in paragraph (c) or paragraph (d) of this Section 6.8including, without limitation, (x) all Capital Stock held by any Property subject to a Lien expressly permitted by Section 7.3(g) Loan Party in any newly formed or 7.3(z), acquired Subsidiary of the Parent Borrower and (y) Instrumentsall Capital Stock held by any Loan Party in any Affiliated Investor) (collectively, Certificated Securitiesthe “After-Acquired Property”), Securities and Chattel Paper, which are referred to promptly but in any event within 60 days after the last sentence of this paragraph (a) and (z) Government Contracts, deposit accounts and securities accounts (the Loan Parties’ obligations with respect to which are contained in the Guarantee and Collateral Agreement)) as to which the Collateral Agent for the benefit end of the Secured Parties does not have a perfected Lien, promptly fiscal year during which such property was acquired (or by such later date as the Administrative Agent may agree in its sole discretion) (i) give notice of such Property to the Collateral Agent and execute and deliver to the Collateral Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Collateral Administrative Agent may reasonably requests request to grant to the Collateral Agent Administrative Agent, for the benefit of the Secured Parties Lenders, a security interest in such Property property and (ii) take all actions necessary or reasonably requested by the Collateral Agent to grant to the Collateral Agent Administrative Agent, for the benefit of the Secured Parties Lenders, a perfected security interest (to the extent required by the Security Documents and with the first priority required by Section 4.17) in such Property (with respect to Property of a type owned by a Loan Party as of the Closing Date to the extent the Collateral Agent for the benefit of the Secured Parties, has a perfected security interest in such Property as of the Closing Date)property, including, without limitation, including (A) the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Collateral Agent. If Administrative Agent and (B) the delivery of the certificates (if any) representing any amount such Capital Stock acquired (together with undated stock powers or other appropriate instruments of transfer executed and delivered in blank by a duly authorized officer of the holder(s) of such Capital Stock); provided that to extent that the documents described in clause (i) of this clause (a) have not been executed and delivered or the actions described in clause (ii) of this clause (a) have not been taken, in each case, with respect to any After-Acquired Property with an aggregate value in excess of $5,000,000 payable under or in connection with any 5.0% of the Collateral Total Asset Value at any time, the Parent Borrower shall cause the requirements set forth in clauses (i) and (ii) of this clause (a) to be or become evidenced by any Instrument, Certificated Security, Security or Chattel Paper (or, if more than $5,000,000 in met within 60 \\DC - 036150/000014 - 15261895 v8 days after the aggregate payable under or in connection with end of the Collateral shall become evidenced by Instruments, Certificated Securities, Securities or Chattel Paper), fiscal quarter during which such Instrument, Certificated Security, Security or Chattel Paper shall be promptly delivered limit was exceeded to the Collateral Agent indorsed in a manner reasonably satisfactory extent necessary to the Collateral Agent to be held as Collateral pursuant to this Agreementeliminate such excess.

Additional Collateral, etc. (a) With respect to any Property (other than Excluded Collateral) located in the United States having property of a value, individually or in the aggregate, of at least $2,000,000 type constituting Collateral acquired after the Closing Date by any Loan Party (other than (w) any interests in Real Property and any Property property described in paragraph (b), (c) or paragraph (d) of this Section 6.8below, (x) any Property property subject to a Lien expressly permitted by Section 7.3(g8.3(g) or 7.3(z(solely to the extent the terms of such Indebtedness relating to such Lien prohibit the granting of a Lien to secure the Obligations), (y) Instruments, Certificated Securities, Securities and Chattel Paper, which are referred to in the last sentence of this paragraph (a) any property acquired by any Excluded Subsidiary and (z) Government Contracts, deposit accounts and securities accounts (the Loan Parties’ obligations with respect to which are contained in the Guarantee and Collateral Agreement)any Foreign Intellectual Property) as to which the Collateral Agent Agent, for the benefit of the Secured Parties Parties, does not have a perfected Lien, promptly within 30 days of such acquisition (or such longer period as may be reasonably acceptable to the Collateral Agent) (i) give notice of such Property to the Collateral Agent and execute and deliver to the Collateral Agent such amendments to the Guarantee and Collateral Agreement applicable Security Document or such other documents as the Collateral Agent reasonably requests deems necessary or advisable to grant to the Collateral Agent for the benefit of the Secured Parties a security interest in such Property and (ii) take all actions reasonably requested by the Collateral Agent to grant to the Collateral Agent for the benefit of the Secured Parties a perfected security interest (to the extent required by the Security Documents and with the priority required by Section 4.17) in such Property (with respect to Property of a type owned by a Loan Party as of the Closing Date to the extent the Collateral Agent Agent, for the benefit of the Secured Parties, has a perfected security interest in such Property as property (it being understood that in no event shall (x) security agreements or pledge agreements governed under the laws of any jurisdiction outside the United States, or (y) landlord, mortgagee or bailee waivers, estoppels or collateral access letters be required), (ii) take all actions necessary or advisable to grant to the Collateral Agent, for the benefit of the Closing DateSecured Parties, a perfected first priority security interest in such property (in the case of property other than Capital Stock, subject to Liens permitted under Section 8.3 and in the case of Capital Stock, subject to non-consensual Liens imposed by any Requirement of Law) (provided that in no event shall more than 65% of the total outstanding voting Capital Stock and 100% of the total outstanding non-voting Capital Stock of any Subsidiary that is a Foreign Subsidiary be required to be so pledged), including, without limitation, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the applicable Security Document or by law and, in the case of United States registered or applied-for Intellectual Property (other than registered domain names and United States intent-to-use trademark applications that are included in the Excluded Collateral (as defined in the Guarantee and Collateral Agreement) and other than unpublished patent applications), the recordation of an Intellectual Property Security Agreement evidencing the security interest created in such United States Intellectual Property suitable for recordation in the United States Patent and Trademark Office or by law or the United States Copyright Office, as may be reasonably applicable, and (iii) if requested by the Collateral Agent. If any amount in excess of $5,000,000 payable under or in connection with any of the Collateral shall be or become evidenced by any Instrument, Certificated Security, Security or Chattel Paper (or, if more than $5,000,000 in the aggregate payable under or in connection with the Collateral shall become evidenced by Instruments, Certificated Securities, Securities or Chattel Paper), such Instrument, Certificated Security, Security or Chattel Paper shall be promptly delivered deliver to the Collateral Agent indorsed legal opinions relating to the matters described above, which opinions shall be in a manner form and substance, and from counsel, reasonably satisfactory to the Collateral Agent to be held as Collateral pursuant to this AgreementAgent.

Additional Collateral, etc. (a) With respect to any Property property (other than Excluded to the extent included in the definition of Collateral) located in the United States having a value, individually or in the aggregate, of at least $2,000,000 acquired after the Closing Date by any Loan Party (other than (wx) any interests in Real Property and any Property property described in paragraph (b), (c) or paragraph (d) of this Section 6.8below, and (xy) any Property property subject to a Lien expressly permitted by Section 7.3(g7.3(c) or 7.3(z), (y) Instruments, Certificated Securities, Securities and Chattel Paper, which are referred to in of the last sentence of this paragraph (a) and (z) Government Contracts, deposit accounts and securities accounts (the Loan Parties’ obligations with respect to which are contained in the Guarantee and Collateral Domestic Credit Agreement)) as to which the Collateral Agent Administrative Agent, for the benefit of the Secured Parties Parties, does not have a perfected Lien, promptly (and in any event within three (3) Business Days) (i) give notice of such Property to the Collateral Agent and execute and deliver to the Collateral Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Collateral Administrative Agent reasonably requests deems necessary or advisable to evidence that such Loan Party is a Guarantor and to grant to the Collateral Agent Administrative Agent, for the ratable benefit of the Secured Parties Parties, a security interest in such Property property and (ii) take all actions reasonably requested by necessary or advisable in the Collateral opinion of the Administrative Agent to grant to the Collateral Agent Administrative Agent, for the benefit of the Secured Parties a perfected security interest (to the extent required by the Security Documents and with the priority required by Section 4.17) in such Property (with respect to Property of a type owned by a Loan Party as of the Closing Date to the extent the Collateral Agent for the ratable benefit of the Secured Parties, has a perfected first priority security interest in such Property as and Lien (subject only to (i) Liens expressly permitted pursuant to Section 7.3 of the Closing Date)Domestic Credit Agreement having priority by operation of law over the Liens of the Administrative Agent under the Loan Documents, includingand (ii) other than with respect to Export-Related Accounts Receivable, without limitationExport-Related Inventory, Export- Related General Intangibles and the Proceeds of the foregoing, Liens in favor of the Administrative Agent under the Domestic Loan Documents)in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Collateral Administrative Agent. If any amount in excess of $5,000,000 payable under or in connection with any of the Collateral shall be or become evidenced by any Instrument, Certificated Security, Security or Chattel Paper (or, if more than $5,000,000 in the aggregate payable under or in connection with the Collateral shall become evidenced by Instruments, Certificated Securities, Securities or Chattel Paper), such Instrument, Certificated Security, Security or Chattel Paper shall be promptly delivered to the Collateral Agent indorsed in a manner reasonably satisfactory to the Collateral Agent to be held as Collateral pursuant to this Agreement.

Additional Collateral, etc. (a) With respect to any Property (other than Excluded Collateralassets expressly excluded from the Collateral pursuant to the Security Documents) located in the United States having a value, individually or in the aggregate, of at least $2,000,000 acquired after the Closing Date by any Loan Party Obligor (other than (wx) any interests in Real Property and any Property described in paragraph (c) or paragraph (d) of this Section 6.8real property, (xy) any Property subject to a Lien expressly permitted by Section 7.3(g10.3(f) or 7.3(z), and (yz) Instruments, Instruments and Certificated Securities, Securities and Chattel Paper, which are referred to in the last sentence of this paragraph (a) and (z) Government Contracts, deposit accounts and securities accounts (the Loan Parties’ obligations with respect to which are contained in the Guarantee and Collateral Agreement)) as to which the Collateral Agent for the benefit of the Secured Parties does not have a perfected Lien, promptly promptly, but in any case within 30 days, (i) give notice of such Property to the Collateral Agent and execute and deliver to the Collateral Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Collateral Agent reasonably requests to grant to the Collateral Agent for the benefit of the Secured Parties a security interest in such Property and (ii) take all actions reasonably requested by the Collateral Agent to grant to the Collateral Agent for the benefit of the Secured Parties a perfected security interest (to the extent required by the Security Documents and with the priority required by Section 4.175.10) in such Property (with respect to Property of a type owned by a Loan Party an Obligor as of the Closing Date to the extent the Collateral Agent Agent, for the benefit of the Secured Parties, has a perfected security interest in such Property as of the Closing DateClosing), including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Collateral Agent. If any amount Any Instrument or Certificated Security in excess of $5,000,000 payable under or in connection with any of the Collateral shall be or become evidenced by any Instrument, Certificated Security, Security or Chattel Paper (or, if more than $5,000,000 in the aggregate payable under or in connection with the Collateral shall become evidenced by Instruments, Certificated Securities, Securities or Chattel Paper), such Instrument, Certificated Security, Security or Chattel Paper 1,000,000 shall be promptly delivered to the Collateral Agent indorsed in a manner reasonably satisfactory to the Collateral Agent to be held as Collateral pursuant to this Agreementthe relevant Security Document.

Additional Collateral, etc. (a) With respect to any Property (other than Excluded CollateralVehicles, cash, Cash Equivalents, Foreign Cash Equivalents and other assets expressly excluded from the Collateral or excluded from the requirement that a Lien is perfected on such Property pursuant to the First Lien Security Documents) located in the United States having a value, individually or in the aggregate, of at least $2,000,000 acquired after the Closing Date by any Loan Party (other than (wx) any interests in Real Property real property and any Property described in paragraph (c) or paragraph (db) of this Section 6.8, (xy) any Property subject to a Lien expressly permitted by Section 7.3(g) or 7.3(z), and (yz) Instruments, Certificated Securities, Securities and Chattel Paper, which are referred to in the last sentence of this paragraph (a) and (z) Government Contracts, deposit accounts and securities accounts (the Loan Parties’ obligations with respect to which are contained in the Guarantee and Collateral Agreement)) as to which the Collateral Agent for the benefit of the Secured Parties does not have a perfected Lien, promptly promptly, but in any case within 30 days, (i) give notice of such Property to the Collateral Agent and execute and deliver to the Collateral Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Collateral Agent reasonably requests to grant to the Collateral Agent for the benefit of the Secured Parties a security interest in such Property and (ii) take all actions reasonably requested by the Collateral Agent to grant to the Collateral Agent for the benefit of the Secured Parties a perfected security interest (to the extent required by the First Lien Security Documents and with the priority required by Section 4.17) in such Property (with respect to Property of a type owned by a Loan Party as of the Closing Date to the extent the Collateral Agent for the benefit of the Secured Parties, has a perfected security interest in such Property as of the Closing Date), including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Collateral Agent. If any amount in excess of $5,000,000 payable under or in connection with any of the Collateral shall be or become evidenced by any Any Instrument, Certificated SecuritySecurity (other than in respect of the Capital Stock of any Subsidiary), Security or Chattel Paper (or, if more than in excess of $5,000,000 in the aggregate payable under or in connection with the Collateral shall become evidenced by Instruments, Certificated Securities, Securities or Chattel Paper), such Instrument, Certificated Security, Security or Chattel Paper 100,000 shall be promptly delivered to the Collateral Agent indorsed in a manner reasonably satisfactory to the Collateral Agent to be held as Collateral pursuant to this Agreementthe relevant First Lien Security Document.

Additional Collateral, etc. (a) With Subject to Sections 5.10(c) and (d), with respect to any Property (other than Excluded Collateral) located fee interest or absolute right of ownership in the United States any real or immoveable property having a value, individually or in fair market value (together with improvements thereof on the aggregate, date such property is acquired) of at least $2,000,000 5,000,000 (as determined in good faith by a Responsible Officer of the Borrower) acquired after the Closing Date by any Loan Party (in each case, other than any such real property subject to any Lien permitted pursuant to Section 6.2(j), (w) any interests in Real Property and any Property described in paragraph o), (cp) or paragraph (dr) or any Requirement of Law that prohibits or restricts compliance with the terms and conditions of this Section 6.85.10) (which, (x) for the purposes of this paragraph, shall include any Property owned real property of any Loan Party that ceases to be subject to a Lien expressly permitted by Section 7.3(g) or 7.3(zthe foregoing restrictions), (y) Instruments, Certificated Securities, Securities and Chattel Paper, which are referred to in the last sentence of this paragraph (a) and (z) Government Contracts, deposit accounts and securities accounts (the Loan Parties’ obligations with respect to which are contained in the Guarantee and Collateral Agreement)) as to which the Collateral Agent for the benefit of the Secured Parties does not have a perfected Lien, promptly (i) give notice of such Property to the Collateral Agent and execute and deliver to the Collateral Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Collateral Agent reasonably requests to grant to the Collateral Agent for the benefit a first priority Mortgage in favor of the Secured Parties a security interest in such Property and (ii) take all actions reasonably requested by the Collateral Agent to grant to the Collateral Agent for the benefit of the Secured Parties a perfected security interest (to the extent required by the Security Documents and with the priority required by Section 4.17) in such Property (with respect to Property of a type owned by a Loan Party as of the Closing Date to the extent the Collateral Administrative Agent for the benefit of the Secured Parties, has covering such real or immoveable property (to the extent such property is not already subject to a perfected security interest in such Property as of the Closing Datefirst priority Lien pursuant to a Security Document), including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be (ii) if reasonably requested by the Collateral Administrative Agent. If , (x) provide the Lenders with a fully paid extended coverage title insurance policy covering such real property in an amount at least equal to the purchase price of such real property (or such other lesser amount as shall be reasonably specified by the Administrative Agent) as well as an ALTA survey (or other map reasonably acceptable to the Administrative Agent) of such real property, together with a surveyor’s certificate and (y) use commercially reasonable efforts to provide the Lenders with any amount in excess of $5,000,000 payable under estoppels reasonably deemed necessary or advisable by the Administrative Agent in connection with any such Mortgage, each of the Collateral shall be or become evidenced by any Instrument, Certificated Security, Security or Chattel Paper (or, if more than $5,000,000 foregoing in the aggregate payable under or in connection with the Collateral shall become evidenced by Instruments, Certificated Securities, Securities or Chattel Paper), such Instrument, Certificated Security, Security or Chattel Paper shall be promptly delivered to the Collateral Agent indorsed in a manner form and substance reasonably satisfactory to the Collateral Administrative Agent, and (iii) if reasonably requested by the Administrative Agent, deliver to the Administrative Agent customary legal opinions relating to the matters described above, which opinions shall be held as Collateral pursuant in form and substance, and from counsel, reasonably satisfactory to this Agreementthe Administrative Agent. Prior to recording any Mortgage, the Administrative Agent shall have obtained a completed flood hazard determination from a third party vendor, and if such Mortgaged Property is located in a “special flood hazard area”, the Borrower shall provide to the Administrative Agent evidence of required flood insurance to the extent that flood insurance has been made available under applicable Flood Laws.

Additional Collateral, etc. (a) With respect to any Property (other than Excluded Collateral) located in the United States having a value, individually or in the aggregate, of at least $2,000,000 10,000,000 acquired after the Closing Date by the Borrower or any Loan Party Subsidiary Guarantor (other than (wi) any interests in Real Property and any Property described in paragraph (c) or paragraph (d) of this Section 6.8, (xii) any Property subject to a Lien expressly permitted by Section 7.3(g) or 7.3(z7.3(y), and (yiii) Instruments, Certificated Securities, Securities and Chattel Paper, which are referred to in the last sentence of this paragraph (a) and (z) Government Contracts, deposit accounts and securities accounts (the Loan Parties’ obligations with respect to which are contained in the Guarantee and Collateral Agreement)) as to which the Collateral Agent for the benefit of the Secured Parties does not have a perfected Lien, promptly (iA) give notice of such Property to the Collateral Agent and execute and deliver to the Collateral Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Collateral Agent reasonably requests to grant to the Collateral Agent for the benefit of the Secured Parties a security interest in such Property and (iiB) take all actions reasonably requested by the Collateral Agent to grant to the Collateral Agent Agent, for the benefit of the Secured Parties Parties, a perfected security interest (to the extent required by the Security Loan Documents and with the priority required by Section 4.17) in such Property (with respect to Property of a type owned by a Loan Party the Borrower or any Subsidiary Guarantor as of the Closing Date to the extent the Collateral Agent Agent, for the benefit of the Secured Parties, has a perfected security interest in such Property as of the Closing Date), including, without limitation, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Collateral Agent. If any amount in excess of $5,000,000 10,000,000 payable under or in connection with any of the Collateral shall be or become evidenced by any Instrument, Certificated Security, Security or Chattel Paper (or, if more than $5,000,000 10,000,000 in the aggregate payable under or in connection with the Collateral shall become evidenced by Instruments, Certificated Securities, Securities or Chattel Paper), such Instrument, Certificated Security, Security or Chattel Paper shall be promptly delivered to the Collateral Agent applicable collateral agent in accordance with the Intercreditor Agreements indorsed in a manner reasonably satisfactory to the Collateral Agent to be held as Collateral pursuant to this Agreementsuch collateral agent.

Additional Collateral, etc. (a) With respect to any Property (other than Excluded Collateral) located in the United States (or with respect to Property of any Non-US Guarantor, any Property (other than Excluded Collateral) located in jurisdiction of formation of such Non-US Guarantor or any other jurisdiction in which such Non-US Guarantor has previously granted a security interest to secure the Obligations, in each case to the extent required by the Security Documents to which such Non-US Guarantor is a party) having a value, individually or in the aggregate, of at least $2,000,000 10,000,000 acquired after the Closing Date by the Borrower or any Loan Party Subsidiary Guarantor 163 |US-DOCS\115543490.9|| (other than (wi) any interests in Real Property and any Property described in paragraph (c) or paragraph (d) of this Section 6.8, (xii) any Property subject to a Lien expressly permitted by Section 7.3(g) or 7.3(z7.3(y), and (yiii) Instruments, Certificated Securities, Securities and Chattel Paper, which are referred to in the last sentence of this paragraph (a) and (z) Government Contracts, deposit accounts and securities accounts (the Loan Parties’ obligations with respect to which are contained in the Guarantee and Collateral Agreement)) as to which the Collateral Agent for the benefit of the Secured Parties does not have a perfected Lien, promptly (iA) give notice of such Property to the Collateral Agent and execute and deliver to the Collateral Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Collateral Agent reasonably requests to grant to the Collateral Agent for the benefit of the Secured Parties a security interest in such Property and (iiB) take all actions reasonably requested by the Collateral Agent to grant to the Collateral Agent Agent, for the benefit of the Secured Parties Parties, a perfected security interest (to the extent required by the Security Loan Documents and with the priority required by Section 4.17) in such Property (with respect to Property of a type owned by a Loan Party the Borrower or any Subsidiary Guarantor as of the Closing Date to the extent the Collateral Agent Agent, for the benefit of the Secured Parties, has a perfected security interest in such Property as of the Closing Date), including, without limitation, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Collateral Agent. If any amount in excess of $5,000,000 10,000,000 payable under or in connection with any of the Collateral shall be or become evidenced by any Instrument, Certificated Security, Security or Chattel Paper (or, if more than $5,000,000 10,000,000 in the aggregate payable under or in connection with the Collateral shall become evidenced by Instruments, Certificated Securities, Securities or Chattel Paper), such Instrument, Certificated Security, Security or Chattel Paper shall be promptly delivered to the Collateral Agent indorsed in a manner reasonably satisfactory to the Collateral Agent to be held as Collateral pursuant to this AgreementAgreement (or, in the case of any such Collateral that is Term Facility First Priority Collateral, delivered to the Designated Term Loan Agent).

Additional Collateral, etc. (a) With respect to any personal Property (other than Excluded Collateral) located in the United States having a value, individually or in the aggregate, of at least $2,000,000 acquired after the Closing Date by Parent, Holdings, the Borrower or any Loan Party (other than (w) any interests in Real Property and any personal Property described in paragraph (c) or paragraph (d) of this Section 6.8Section, (x) any Property subject to a Lien expressly permitted by Section 7.3(g) or 7.3(zSections 9.4(b), (h), (i), (l), and (v), (y) Instrumentsor (z), Certificated Securitiesany Property (including Capital Stock) acquired by an Excluded Subsidiary (in each case only if such acquisitions do not result in such Excluded Subsidiary no longer being an Excluded Subsidiary), Securities and Chattel Paperor that is otherwise excluded from the definition of Collateral pursuant to the first proviso therein, which are referred to in the last sentence of this paragraph (a) and (z) Government Contractsany Property acquired after the date hereof to the extent that the creation of a security interest therein would be prohibited by a Requirement of Law or a Contractual Obligation binding on Parent, deposit accounts Holdings, the Borrower or any Subsidiary that is the owner of such Property (including pursuant to the Partnership Parks Agreements), provided that such Contractual Obligation existed at the time such Property was acquired and securities accounts (was not entered into in anticipation of such acquisition for the Loan Parties’ obligations with respect to which are contained in purposes of evading the Guarantee guarantee and Collateral Agreement)collateral requirements hereunder) as to which the Collateral Agent Administrative Agent, for the benefit of the Secured Parties Lenders, does not have a perfected Lien, promptly promptly, and in any event on or prior to the date that is 60 days after such acquisition (or such longer period as the Administrative Agent may agree in its reasonable discretion) (i) give notice of such Property to the Collateral Agent and execute and deliver to the Collateral Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as and to the extent required by the Guarantee and Collateral Agreement or as the Administrative Agent reasonably requests deems necessary or advisable to grant to the Collateral Agent Administrative Agent, for the benefit of the Secured Parties Lenders, a security interest in such Property and (ii) take all actions reasonably requested by the Collateral Agent necessary or advisable to grant to the Collateral Agent Administrative Agent, for the benefit of the Secured Parties Lenders, a perfected security interest (to the extent required by the Security Documents and with the first priority required by Section 4.17) in such Property (with respect to Property of a type owned by a Loan Party as of the Closing Date to the extent the Collateral Agent for the benefit of the Secured Parties, has a perfected security interest in such Property as of the Closing Date(subject to Permitted Liens), including, including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Collateral Administrative Agent. If Notwithstanding the foregoing, any amount Loan Party creating or acquiring Intellectual Property shall be required to take the actions required under the Guarantee and Collateral Agreement in excess respect of $5,000,000 payable under or notifications to the Administrative Agent and filings in connection with any of the Collateral shall be or become evidenced by any Instrument, Certificated Security, Security or Chattel Paper (or, if more than $5,000,000 in the aggregate payable under or in connection with the Collateral shall become evidenced by Instruments, Certificated Securities, Securities or Chattel Paper), such Instrument, Certificated Security, Security or Chattel Paper shall be promptly delivered to the Collateral Agent indorsed in a manner reasonably satisfactory to the Collateral Agent to be held as Collateral pursuant to this AgreementIntellectual Property.

Additional Collateral, etc. (a) With respect to any Property (other than Excluded Collateral) located fee interest in any real property in the United States having a value, individually or in the aggregate, fair market value (together with improvements thereof) of at least $2,000,000 10,000,000 acquired after the Closing Date by any Loan Party (other than (w) any interests in Real Property and any Property described in paragraph (c) or paragraph (d) of this Section 6.8, (x) any Property subject to a Lien expressly permitted by Section 7.3(g) or 7.3(z), (y) Instruments, Certificated Securities, Securities and Chattel Paper, which are referred to in the last sentence of this paragraph (a) and (z) Government Contracts, deposit accounts and securities accounts (the Loan Parties’ obligations with respect to which are contained in the Guarantee and Collateral Agreement)) as to which the Collateral Agent for the benefit of the Secured Parties does not have a perfected LienParty, promptly (and in any event within sixty (60) days (or such longer time period as the Administrative Agent may determine in its sole discretion)) after such acquisition, to the extent requested by the Administrative Agent, (i) give notice of such Property to the Collateral Agent and execute and deliver to a first priority Mortgage, in favor of the Collateral Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Collateral Agent reasonably requests to grant to the Collateral Agent Administrative Agent, for the benefit of the Secured Parties a security interest in such Property and (ii) take all actions reasonably requested by the Collateral Agent to grant to the Collateral Agent for the benefit of the Secured Parties a perfected security interest (to the extent required by the Security Documents and with the priority required by Section 4.17) in such Property (with respect to Property of a type owned by a Loan Party as of the Closing Date to the extent the Collateral Agent for the ratable benefit of the Secured Parties, has a perfected security interest covering such real property, (ii) provide the Lenders with (x) title and extended coverage insurance covering such real property in an amount at least equal to the purchase price of such Property real property (or such other amount as of the Closing Date), including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may shall be required reasonably specified by the Guarantee Administrative Agent) as well as a current ALTA survey thereof, together with a surveyor’s certificate, and Collateral Agreement (y) any consents or by law estoppels reasonably deemed necessary or as may be reasonably requested advisable by the Collateral Agent. If any amount in excess of $5,000,000 payable under or Administrative Agent in connection with any such Mortgage, each of the Collateral shall be or become evidenced by any Instrument, Certificated Security, Security or Chattel Paper (or, if more than $5,000,000 foregoing in the aggregate payable under or in connection with the Collateral shall become evidenced by Instruments, Certificated Securities, Securities or Chattel Paper), such Instrument, Certificated Security, Security or Chattel Paper shall be promptly delivered to the Collateral Agent indorsed in a manner form and substance reasonably satisfactory to the Collateral Administrative Agent 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 held as Collateral in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. In connection with the foregoing, no later than three (3) Business Days prior to the date on which a Mortgage is executed and delivered pursuant to this AgreementSection 6.12, in order to comply with the Flood Laws, the Administrative Agent shall have received the following documents (collectively, the “Flood Documents”): (A) a completed standard “life of loan” flood hazard determination form (a “Flood Determination Form”), (B) if the improvement(s) to the applicable improved real property is located in a special flood hazard area, a notification to the applicable Loan Party (“Loan Party Notice”) and (if applicable) notification to the applicable Loan Party that flood insurance coverage under the National Flood Insurance Program (“NFIP”) is not available because the community does not participate in the NFIP, (C) documentation evidencing the applicable Loan Party’s receipt of the Loan Party Notice (e.g., countersigned Loan Party Notice, return receipt of certified U.S. Mail, or overnight delivery), and (D) if the Loan Party Notice is required to be given and, to the extent flood insurance is required by any applicable Requirement of Law or any Lenders’ written regulatory or compliance procedures and flood insurance is available in the community in which the property is located, a copy of one of the following: the flood insurance policy, the applicable Loan Party’s application for a flood insurance policy plus proof of premium payment, a declaration page confirming that flood insurance has been issued, or such other evidence of flood insurance reasonably satisfactory to the Administrative Agent (any of the foregoing being “Evidence of Flood Insurance”).

Additional Collateral, etc. (a) With respect to any Property (other than Excluded Collateral) located in the United States having a value, individually or in the aggregate, of at least $2,000,000 3,000,000 acquired after the Closing Amendment and Restatement Effective Date by any Loan Party (other than (w) any interests in Real Property and any Property described in paragraph (c) or paragraph (d) of this Section 6.8, (x) any Property subject to a Lien expressly permitted by Section 7.3(g) or 7.3(z), (y) Instruments, Certificated Securities, Securities and Chattel Paper, which are referred to in the last sentence of this paragraph (a) and (z) Government Contracts, deposit accounts and securities accounts (the Loan Parties’ obligations with respect to which are contained in the Guarantee and Collateral Agreement)) as to which the Collateral Agent for the benefit of the Secured Parties does not have a perfected Lien, promptly (i) give notice of such Property to the Collateral Agent and execute and deliver to the Collateral Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Collateral Agent reasonably requests to grant to the Collateral Agent for the benefit of the Secured Parties a security interest in such Property and (ii) take all actions reasonably requested by the Collateral Agent to grant to the Collateral Agent for the benefit of the Secured Parties a perfected security interest (to the extent required by the Security Documents and with the priority required by Section 4.17) in such Property (with respect to Property of a type owned by a Loan Party as of the Closing Date to the extent the Collateral Agent for the benefit of the Secured Parties, has a perfected security interest in such Property as of the Closing Date), including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Collateral Agent. If any amount in excess of $5,000,000 7,500,000 payable under or in connection with any of the Collateral shall be or become evidenced by any Instrument, Certificated Security, Security or Chattel Paper (or, if more than $5,000,000 7,500,000 in the aggregate payable under or in connection with the Collateral shall become evidenced by Instruments, Certificated Securities, Securities or Chattel Paper), such Instrument, Certificated Security, Security or Chattel Paper shall be promptly delivered to the Collateral Agent indorsed in a manner reasonably satisfactory to the Collateral Agent to be held as Collateral pursuant to this Agreement.

Additional Collateral, etc. (a) With respect to any Property (other than Excluded Collateral) located in the United States having a value, individually or in the aggregate, of at least $2,000,000 10,000,000 acquired after the Closing Date by the Borrower or any Loan Party Subsidiary Guarantor (other than (wi) any interests in Real Property and any Property described in paragraph (c) or paragraph (d) of this Section 6.8, (xii) any Property subject to a Lien expressly permitted by Section 7.3(g) or 7.3(z7.3(y), and (yiii) Instruments, Certificated Securities, Securities and Chattel Paper, which are referred to in the last sentence of this paragraph (a) and (z) Government Contracts, deposit accounts and securities accounts (the Loan Parties’ obligations with respect to which are contained in the Guarantee and Collateral Agreement)) as to which the Collateral Agent for the benefit of the Secured Parties does not have a perfected Lien, promptly (iA) give notice of such Property to the Collateral Agent and execute and deliver to the Collateral Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Collateral Agent reasonably requests to grant to the Collateral Agent for the benefit of the Secured Parties a security interest in such Property and (iiB) take all actions reasonably requested by the Collateral Agent to grant to the Collateral Agent Agent, for the benefit of the Secured Parties Parties, a perfected security interest (to the extent required by the Security Loan Documents and with the priority required by Section 4.17) in such Property (with respect to Property of a type owned by a Loan Party the Borrower or any Subsidiary Guarantor as of the Closing Date to the extent the Collateral Agent Agent, for the benefit of the Secured Parties, has a perfected security interest in such Property as of the Closing Date), including, without limitation, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Collateral Agent. If any amount in excess of $5,000,000 10,000,000 payable under or in connection with any of the Collateral shall be or become evidenced by any Instrument, Certificated Security, Security or Chattel Paper (or, if more than $5,000,000 10,000,000 in the aggregate payable under or in connection with the Collateral shall become evidenced by Instruments, Certificated Securities, Securities or Chattel Paper), such Instrument, Certificated Security, Security or Chattel Paper shall be promptly delivered to the Collateral Agent indorsed in a manner reasonably satisfactory to the Collateral Agent to be held as Collateral pursuant to this Agreement (or, in the case of any such Collateral that is ABL Facility First Priority Collateral, delivered to the collateral agent under the ABL Facility Agreement).

Additional Collateral, etc. (a) With respect to any Property (other than Excluded Collateral) located in the United States having a value, individually or in the aggregate, of at least $2,000,000 -------------------------- acquired after the Closing Date by Holdings or any Loan Party of its Domestic Subsidiaries (other than (w) any interests in Real Property and any Property described in paragraph (b), (c) or paragraph (de) of this Section 6.8Section, (x) any Property subject to a Lien expressly permitted by Section 7.3(g) or 7.3(z), (y) Instrumentsany leasehold interests, Certificated Securitiesmotor vehicles, Securities and Chattel Paper, which are referred to in the last sentence of this paragraph (a) aircraft or non-U.S. Intellectual Property and (z) Government Contracts, deposit accounts and securities accounts (the Loan Parties’ obligations with respect to which are contained in the Guarantee and Collateral Agreement)any Excluded Collateral) as to which the Collateral Agent Administrative Agent, for the benefit of the Secured Parties Parties, does not have a perfected Lien, promptly (i) give notice of such Property to the Collateral Agent and execute and deliver to the Collateral Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Collateral Administrative Agent reasonably requests deems necessary or advisable to grant to the Collateral Agent Administrative Agent, for the benefit of the Secured Parties Parties, a security interest in such Property and (ii) take all actions reasonably requested by the Collateral Agent necessary or advisable to grant to the Collateral Agent for the benefit of the Secured Parties a perfected security interest (to the extent required by the Security Documents and with the priority required by Section 4.17) in such Property (with respect to Property of a type owned by a Loan Party as of the Closing Date to the extent the Collateral Agent Administrative Agent, for the benefit of the Secured Parties, has a perfected security interest in such Property as Property, subject to no Liens other than, in the case of the Closing DateCollateral (other than Pledged Stock), includingLiens permitted under Section 7.3, including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Collateral Administrative Agent. If any amount in excess of $5,000,000 payable under ; provided that (A) with respect to U.S. Intellectual Property acquired by -------- Holdings or in connection with any of its Domestic Subsidiaries in the Collateral ordinary course of business during any fiscal quarter, this Section 6.9(a) shall be deemed satisfied if Holdings and its Subsidiaries take the actions required by clauses (i) and (ii) above with respect to such U.S. Intellectual Property within five Business Days following the date of delivery of the officer's certificate with respect to such fiscal quarter or become evidenced by the fiscal year ended at the end of such fiscal quarter required to be delivered pursuant to Section 6.2(b), (B) with respect to any Instrument, Certificated Security, Security or Chattel Paper such Property acquired pursuant to the Acquisition the actions described in clauses (or, if i) and (ii) above shall be taken within 10 days of consummation of the Acquisition and (C) Liens shall not be required to be granted hereunder on more than $5,000,000 in 65% of the aggregate payable under or in connection with the Collateral shall become evidenced by Instruments, Certificated Securities, Securities or Chattel Paper), such Instrument, Certificated Security, Security or Chattel Paper shall be promptly delivered to the Collateral Agent indorsed in a manner reasonably satisfactory to the Collateral Agent to be held as Collateral pursuant to this Agreementtotal outstanding Capital Stock of any Foreign Subsidiary.

Additional Collateral, etc. (a) With Except during a Collateral Release Period, with respect to any Property (other than Excluded Collateral) located in the United States having a value, individually or in the aggregate, of at least $2,000,000 Collateral acquired after the Closing Date by any Loan Party (other than (w) any interests in Real Property and any Property described in paragraph (c) or paragraph (d) of this Section 6.8, (x) any Property subject to a Lien expressly permitted by Section 7.3(g) or 7.3(z), (y) Instruments, Certificated Securities, Securities and Chattel Paper, which are referred to in the last sentence of this paragraph (a) and (z) Government Contracts, deposit accounts and securities accounts (the Loan Parties’ obligations with respect to any property or asset which are contained in becomes Collateral pursuant to the Guarantee and Collateral Agreement)) as to which definition thereof after the Collateral Agent for the benefit of the Secured Parties does not have a perfected LienClosing Date, promptly (and, in any event, (A) with respect to any Deposit Account, Securities Account or Commodities Account, within the time period set forth in (and in all cases subject to) the second paragraph of Section 5.10 applicable to such Deposit Account, Securities Account or Commodities Account and (B) with respect to any other Collateral or any other property or asset which becomes Collateral, within 20 Business Days following the date of such acquisition or designation, or in each case, such longer period as consented to by the Administrative Agent in its sole discretion) (i) give notice of such Property to the Collateral Agent and execute and deliver to the Administrative Agent, the Collateral Agent and the Collateral Trustee such amendments to the Guarantee and Collateral Agreement or such other documents Security Documents as the Collateral Agent or the Collateral Trustee, as the case may be, deems necessary or reasonably requests advisable to grant to the Collateral Agent for the benefit of the Secured Parties a security interest in such Property and (ii) take all actions reasonably requested by the Collateral Agent to grant to the Collateral Agent for the benefit of the Secured Parties a perfected security interest (to the extent required by the Security Documents and with the priority required by Section 4.17) in such Property (with respect to Property of a type owned by a Loan Party as of the Closing Date to the extent the Collateral Agent Trustee, for the benefit of the Secured Parties, has a perfected security interest in such Property as Collateral and (ii) take all actions necessary or reasonably requested by the Administrative Agent to grant to the Collateral Trustee, for the benefit of the Closing DateSecured Parties, a perfected (subject to the limitations set forth in Section 3.19) first priority security interest in such Collateral (other than any Excluded Perfection Assets and, except with respect to Pledged Securities in the possession of the Collateral Trustee, subject to Permitted Liens, and in respect of Pledged Securities in the possession of the Collateral Trustee, the Permitted Liens set forth in clause (g) of the definition thereof and with respect to any other Priority Lien Obligations), including, without limitation, including the filing of Uniform Commercial Code UCC financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent, the Collateral AgentAgent or the Collateral Trustee (it being understood and agreed that no Control Agreements shall be required pursuant to this Section 5.09(a) (x) in respect of any Counterparty Accounts and (y) on and after the Sixth Amendment Effective Date). If any amount in excess of $5,000,000 payable under Notwithstanding anything set forth herein or in connection any other Loan Document to the contrary, this Section 5.09(a) shall not apply to Intellectual Property Collateral acquired after the Closing Date or with respect to any property or asset which becomes Intellectual Property Collateral pursuant to the definition of Collateral after the Closing Date (it being agreed and understood that such Intellectual Property Collateral shall be or become evidenced by any Instrument, Certificated Security, Security or Chattel Paper (or, if more than $5,000,000 in the aggregate payable under or in connection with the Collateral shall become evidenced by Instruments, Certificated Securities, Securities or Chattel Paper), such Instrument, Certificated Security, Security or Chattel Paper shall be promptly delivered subject to the applicable provisions of the Guarantee and Collateral Agent indorsed in a manner reasonably satisfactory to the Collateral Agent to be held as Collateral pursuant to this Agreement.). 133

Additional Collateral, etc. (a) With respect to any Property (other than Excluded Collateral) located in the United States having a value, individually or in the aggregate, of at least $2,000,000 property acquired after the Closing Date by any Loan Party (other than (wA) any interests in Real Property and any Property property described in paragraph (b) or (c) or paragraph (d) of this Section 6.8below, (xB) any Property property subject to a Lien expressly permitted by Section 7.3(g) or 7.3(z), (yC) Instrumentsso long as the Fixed Obligations Payment Date has not occurred, Certificated Securitiesany Fixed Asset Priority Collateral as to which the Controlling Fixed Asset Representative determines, Securities in its reasonable discretion and Chattel Paperin consultation with the Borrower, which are referred that the cost of obtaining a security interest therein is excessive in relation to in the last sentence value of this paragraph (a) the security to be afforded thereby and (zD) Government Contracts, deposit accounts and securities accounts (the Loan Parties’ obligations with respect any property as to which are contained the Administrative Agent determines, in its reasonable discretion and in consultation with the Borrower, that the cost of obtaining a security interest therein is excessive in relation to the value of the security to be afforded thereby, (E) any property that is Excluded Property (as defined in the Guarantee and Collateral Agreement) and (F) any real property)) as to which the Collateral Agent Administrative Agent, for the benefit of the Secured Parties Parties, does not have a perfected Lien, promptly (i) give notice of such Property to the Collateral Agent and execute and deliver to the Collateral Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Collateral Administrative Agent deems necessary or reasonably requests advisable to grant to the Collateral Agent for the benefit of the Secured Parties a security interest in such Property and (ii) take all actions reasonably requested by the Collateral Agent to grant to the Collateral Agent for the benefit of the Secured Parties a perfected security interest (to the extent required by the Security Documents and with the priority required by Section 4.17) in such Property (with respect to Property of a type owned by a Loan Party as of the Closing Date to the extent the Collateral Agent Administrative Agent, for the benefit of the Secured Parties, has a security interest in such property and (ii) take all actions necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected security interest in any such Property as of property (with the Closing Datepriority required by the Intercreditor Agreement), including, without limitation, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Collateral Administrative Agent. If any amount in excess of $5,000,000 payable under or in connection with any of the Collateral shall be or become evidenced by any Instrument, Certificated Security, Security or Chattel Paper (or, if more than $5,000,000 in the aggregate payable under or in connection with the Collateral shall become evidenced by Instruments, Certificated Securities, Securities or Chattel Paper), such Instrument, Certificated Security, Security or Chattel Paper shall be promptly delivered to the Collateral Agent indorsed in a manner reasonably satisfactory to the Collateral Agent to be held as Collateral pursuant to this Agreement.109

Additional Collateral, etc. (a) With respect to any Property property (other than Excluded to the extent included in the definition of Collateral) located in the United States having a value, individually or in the aggregate, of acquired at least $2,000,000 acquired any time after the Closing Date by any Loan Party (or any Group Member required to become a Loan Party pursuant to the terms of the Loan Documents) (other than (wx) any interests in Real Property and any Property property described in paragraph (b), (c) or paragraph (d) of this Section 6.8, below and (xy) any Property property subject to a Lien expressly permitted by Section 7.3(g) or 7.3(zclauses (6)(A), (y) Instruments8), Certificated Securities(9), Securities and Chattel Paper(12), which are referred to in the last sentence of this paragraph (a16), (26), (29), (35) and (z38) Government Contracts, deposit accounts of the definition of “Permitted Liens” to the extent and securities accounts (for so long as the Loan obligations relating to such Liens do not permit a Lien on such property in favor of the Secured Parties’ obligations with respect to which are contained in the Guarantee and Collateral Agreement)) as to which the Collateral Agent Administrative Agent, for the benefit of the Secured Parties Parties, does not have a perfected Lien, promptly within 120 days (or such longer period as the Administrative Agent shall reasonably agree) (i) give notice of such Property to the Collateral Agent and execute and deliver to the Collateral Administrative Agent such amendments to the Guarantee and Collateral Security Agreement or such other documents as the Collateral Administrative Agent reasonably requests deems necessary or advisable to grant to the Collateral Agent Administrative Agent, for the benefit of the Secured Parties Parties, a security interest in such Property United States property and (ii) take all actions reasonably requested by the Collateral Agent necessary or advisable to grant to the Collateral Agent for the benefit of the Secured Parties a perfected security interest (to the extent required by the Security Documents and with the priority required by Section 4.17) in such Property (with respect to Property of a type owned by a Loan Party as of the Closing Date to the extent the Collateral Agent Administrative Agent, for the benefit of the Secured Parties, has a perfected security interest (subject to Permitted Liens) in such Property as of the Closing Date)property, including, without limitation, including the filing of Uniform Commercial Code UCC financing statements in such jurisdictions as may be required by the Guarantee and Collateral Security Agreement or by law or as may reasonably be reasonably requested by the Collateral Administrative Agent. If (b) Subject to the last sentence of this paragraph, with respect to any amount interest in excess of $5,000,000 payable under any Material Property either (i) owned at the Closing Date by any Loan Party or in connection with (ii) acquired by any Loan Party (or any Group Member required to become a Loan Party pursuant to the terms of the Collateral Loan Documents) after the Closing Date (other than any such real property subject to a Lien expressly permitted by clauses (8), (9) and (38) of the definition of “Permitted Liens” to the extent and for so long as the obligations relating to such Liens do not permit a Lien on such property in favor of the Secured Parties), within 120 days (or such longer period as the Administrative Agent shall reasonably agree, but (solely with respect to any such real property acquired after the Closing Date that constitutes Material Property) in no event prior to the date that is forty-five (45) days after the Company Borrower has given notice of such acquisition to the Administrative Agent and in no event prior to the Company Borrower receiving confirmation from the Administrative Agent that flood insurance due diligence and compliance in accordance with Section 5.5 hereof has been completed (it being understood that the applicable Loan Party’s obligation to grant a Mortgage shall be extended for so long as is required for the Lenders to complete such flood insurance due diligence and compliance)) of the Closing Date or become evidenced the acquisition of such Material Property, as applicable, (i) execute and deliver a Mortgage, in favor of the Administrative Agent, for the benefit of the Secured Parties, covering such interest in real property, (ii) if requested by any Instrumentthe Administrative Agent, Certificated Security, Security provide the Lenders with a Title Policy as well as a current ALTA survey thereof (or Chattel Paper an existing ALTA survey (or, accompanied if more than $5,000,000 necessary by a “no-change” affidavit and/or other documents)) sufficient to remove the survey exception from the Title Policy and to obtain survey coverage in the aggregate payable under or Title Policy, together with a surveyor’s certificate in connection form reasonably acceptable to the Administrative Agent; provided that with respect to the Collateral Mortgaged Properties listed on Schedule 1.1B for which any Loan Party delivers to the Administrative Agent a second lien priority Mortgage in lieu of a Title Policy the applicable Loan Party shall become evidenced by Instruments, Certificated Securities, Securities or Chattel Paper), such Instrument, Certificated Security, Security or Chattel Paper shall cause to be promptly delivered to the Collateral Administrative Agent indorsed a current title search and PZR zoning report reasonably acceptable to the Administrative Agent, (iii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the enforceability, due authorization, execution and delivery of any such Mortgage and the Lien created thereby, which opinions shall be in a manner form and substance, and from counsel, reasonably satisfactory to the Collateral Agent to be held as Collateral pursuant to this Agreement.Administrative Agent, (iv) if requested by the Administrative Agent, a completed “Life-of-Loan” Federal Emergency Management Agency standard -105-

Additional Collateral, etc. (a) With respect to any Property (other than Excluded Collateral) located in the United States having a value, individually or in the aggregate, of at least $2,000,000 acquired after the Closing Date by the Company or any Loan Party Subsidiary Guarantor (other than (w) any interests interest in Real Property and real property or any Property described in paragraph (c) or paragraph (db) of this Section 6.86.08, (x) any Property subject to a Lien expressly permitted by Section 7.3(g) or 7.3(z7.03(g), (y) Instruments, Certificated Securities, Securities and Chattel Paper, which are referred to in the last sentence of this paragraph (a) and Property acquired by an Excluded Subsidiary or (z) Government ContractsProperty in respect of which the cost of obtaining a security interest in, deposit accounts and securities accounts (or perfection of, such Property is excessive relative to the Loan Parties’ obligations with respect to which are contained practical benefit of the Lenders afforded thereby, as determined by the Administrative Agent in the Guarantee and Collateral Agreement)its reasonable discretion) as to which the Collateral Agent Agent, for the benefit of the Secured Parties Parties, does not have a perfected Lien, promptly (i) give notice of such Property to the Collateral Agent and execute and deliver to the Collateral Agent such amendments to the Guarantee and Collateral Agreement or and such other documents (including intellectual property security agreements) as the Collateral Agent reasonably requests deems necessary or advisable to grant to the Collateral Agent Agent, for the benefit of the Secured Parties Parties, a security interest in such Property (to the extent such Property is of a type that would constitute Collateral as described in the Guarantee and Collateral Agreement) and (ii) take all actions reasonably requested by the Collateral Agent necessary or advisable to grant to the Collateral Agent for the benefit of the Secured Parties a perfected security interest (to the extent required by the Security Documents and with the priority required by Section 4.17) in such Property (with respect to Property of a type owned by a Loan Party as of the Closing Date to the extent the Collateral Agent Agent, for the benefit of the Secured Parties, has a perfected first priority security interest (subject, except in the case of the pledge of Capital Stock of any Subsidiary, to Liens permitted by Section 7.03) in such Property as of (to the Closing Dateextent required by the Guarantee and Collateral Agreement), including, including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions and/or intellectual property security agreements as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Collateral Agent. If any amount in excess of $5,000,000 payable under or in connection with any of the Collateral shall be or become evidenced by any Instrument, Certificated Security, Security or Chattel Paper (or, if more than $5,000,000 in the aggregate payable under or in connection with the Collateral shall become evidenced by Instruments, Certificated Securities, Securities or Chattel Paper), such Instrument, Certificated Security, Security or Chattel Paper shall be promptly delivered to the Collateral Agent indorsed in a manner reasonably satisfactory to the Collateral Agent to be held as Collateral pursuant to this Agreement.

Additional Collateral, etc. (a) With respect to any Property property (other than Excluded to the extent included in the definition of Collateral) located in the United States having a value, individually or in the aggregate, of at least $2,000,000 acquired after the Closing Date by any Loan Party (other than (wx) any interests in Real Property and any Property property described in paragraph (b), (c) or paragraph (d) of this Section 6.8below, and (xy) any Property property subject to a Lien expressly permitted by Section 7.3(g) or 7.3(z), (y) Instruments, Certificated Securities, Securities and Chattel Paper, which are referred to in the last sentence of this paragraph (a) and (z) Government Contracts, deposit accounts and securities accounts (the Loan Parties’ obligations with respect to which are contained in the Guarantee and Collateral Agreement7.3(c)) as to which the Collateral Agent Administrative Agent, for the benefit of the Secured Parties Parties, does not have a perfected Lien, promptly (iand in any event within three (3) give notice of such Property to the Collateral Agent and Business Days)(i) execute and deliver to the Collateral Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Collateral Administrative Agent reasonably requests deems necessary or advisable to evidence that such Loan Party is a Guarantor and to grant to the Collateral Agent Administrative Agent, for the ratable benefit of the Secured Parties Parties, a security interest in such Property property and (ii) take all actions reasonably requested by necessary or advisable in the Collateral opinion of the Administrative Agent to grant to the Collateral Agent Administrative Agent, for the benefit of the Secured Parties a perfected security interest (to the extent required by the Security Documents and with the priority required by Section 4.17) in such Property (with respect to Property of a type owned by a Loan Party as of the Closing Date to the extent the Collateral Agent for the ratable benefit of the Secured Parties, has a perfected first priority (subject only to (i) Liens expressly permitted by Section 7.3 having priority by operation of law over the Liens of the Administrative Agent under the Loan Documents, and (ii) solely with respect to Export-Related Accounts Receivable, Export-Related Inventory, Export-Related General Intangibles and the Proceeds of the foregoing, Liens in favor of the Administrative Agent under the EXIM Loan Documents) security interest and Lien in such Property as of the Closing Date)property, including, without limitation, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Collateral Administrative Agent. If any amount in excess of $5,000,000 payable under or in connection with any of the Collateral shall be or become evidenced by any Instrument, Certificated Security, Security or Chattel Paper (or, if more than $5,000,000 in the aggregate payable under or in connection with the Collateral shall become evidenced by Instruments, Certificated Securities, Securities or Chattel Paper), such Instrument, Certificated Security, Security or Chattel Paper shall be promptly delivered to the Collateral Agent indorsed in a manner reasonably satisfactory to the Collateral Agent to be held as Collateral pursuant to this Agreement.

Additional Collateral, etc. (a) With Except during a Collateral Release Period, with respect to any Property (other than Excluded Collateral) located in the United States having a value, individually or in the aggregate, of at least $2,000,000 Collateral acquired after the Closing Date by any Loan Party (other than (w) any interests in Real Property and any Property described in paragraph (c) or paragraph (d) of this Section 6.8, (x) any Property subject to a Lien expressly permitted by Section 7.3(g) or 7.3(z), (y) Instruments, Certificated Securities, Securities and Chattel Paper, which are referred to in the last sentence of this paragraph (a) and (z) Government Contracts, deposit accounts and securities accounts (the Loan Parties’ obligations with respect to any property or asset which are contained in becomes Collateral pursuant to the Guarantee and Collateral Agreement)) as to which definition thereof after the Collateral Agent for the benefit of the Secured Parties does not have a perfected LienClosing Date, promptly (and, in any event, (A) with respect to any Deposit Account, Securities Account or Commodities Account, within the time period set forth in (and in all cases subject to) the second paragraph of Section 5.10 applicable to such Deposit Account, Securities Account or Commodities Account and (B) with respect to any other Collateral or any other property or asset which becomes Collateral, within 20 Business Days following the date of such acquisition or designation, or in each case, such longer period as consented to by the Administrative Agent in its sole discretion) (i) give notice of such Property to the Collateral Agent and execute and deliver to the Administrative Agent, the Collateral Agent and the Collateral Trustee such amendments to the Guarantee and Collateral Agreement or such other documents Security Documents as the Collateral Agent or the Collateral Trustee, as the case may be, deems necessary or reasonably requests advisable to grant to the Collateral Agent for the benefit of the Secured Parties a security interest in such Property and (ii) take all actions reasonably requested by the Collateral Agent to grant to the Collateral Agent for the benefit of the Secured Parties a perfected security interest (to the extent required by the Security Documents and with the priority required by Section 4.17) in such Property (with respect to Property of a type owned by a Loan Party as of the Closing Date to the extent the Collateral Agent Trustee, for the benefit of the Secured Parties, has a perfected security interest in such Property as Collateral and (ii) take all actions necessary or reasonably requested by the Administrative Agent to grant to the Collateral Trustee, for the benefit of the Closing DateSecured Parties, a perfected (subject to the limitations set forth in Section 3.19) first priority security interest in such Collateral (other than any Excluded Perfection Assets and, except with respect to Pledged Securities in the possession of the Collateral Trustee, subject to Permitted Liens, and in respect of Pledged Securities in the possession of the Collateral Trustee, the Permitted Liens set forth in clause (g) of the definition thereof and with respect to any other Priority Lien Obligations), including, without limitation, including the filing of Uniform Commercial Code UCC financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent, the Collateral AgentAgent or the Collateral Trustee (it being understood and agreed that no Control Agreements shall be required pursuant to this Section 5.09(a) (x) in respect of any Counterparty Accounts and (y) on and after the Sixth Amendment Effective Date). If any amount in excess of $5,000,000 payable under Notwithstanding anything set forth herein or in connection any other Loan Document to the contrary, this Section 5.09(a) shall not apply to Intellectual Property Collateral acquired after the Closing Date or with respect to any property or asset which becomes Intellectual Property Collateral pursuant to the definition of Collateral after the Closing Date (it being agreed and understood that such Intellectual Property Collateral shall be or become evidenced by any Instrument, Certificated Security, Security or Chattel Paper (or, if more than $5,000,000 in the aggregate payable under or in connection with the Collateral shall become evidenced by Instruments, Certificated Securities, Securities or Chattel Paper), such Instrument, Certificated Security, Security or Chattel Paper shall be promptly delivered subject to the applicable provisions of the Guarantee and Collateral Agent indorsed in a manner reasonably satisfactory to the Collateral Agent to be held as Collateral pursuant to this Agreement).

Additional Collateral, etc. (a) With respect to any Property (other than Excluded CollateralVehicles, bank accounts, cash and Cash Equivalents) located in the United States having a value, individually or in the aggregate, of at least $2,000,000 1,000,000 acquired after the Closing Date by any Loan Party (other than (wx) any interests in Real Property real property and any Property described in paragraph paragraphs (b), (c), (d) or paragraph (de) of this Section 6.8, (x) any Property subject to a Lien expressly permitted by Section 7.3(g) or 7.3(z), 6.10 and (y) Instruments, Certificated Securities, Securities and Chattel PaperSecurities, which are referred to in the last sentence of this paragraph (a) and (z) Government Contracts, deposit accounts and securities accounts (the Loan Parties’ obligations with respect to which are contained in the Guarantee and Collateral Agreement)) as to which the Collateral Administrative Agent for the benefit of the Secured Funding Parties does not have a perfected Lien, promptly (i) give notice of such Property to the Collateral Administrative Agent and execute and deliver to the Collateral Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Collateral Administrative Agent reasonably requests to grant to the Collateral Administrative Agent for the benefit of the Secured Funding Parties a security interest in such Property and (ii) take all actions reasonably requested by the Collateral Administrative Agent to grant to the Collateral Administrative Agent for the benefit of the Secured Funding Parties a perfected first priority security interest (to the extent required by the Security Documents and with the priority required by Section 4.17) in such Property (with respect to Property of a type owned by a Loan Party as of the Closing Date to the extent the Collateral Agent Administrative Agent, for the benefit of the Secured Funding Parties, has a perfected security interest in such Property as of the Closing Date), including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Collateral Administrative Agent. If any amount in excess of $5,000,000 1,000,000 payable under or in connection with any of the Collateral shall be or become evidenced by any Instrument, Certificated Security, Security or Chattel Paper and Securities (or, if more than $5,000,000 in the aggregate payable under or in connection with the Collateral shall become evidenced by Instruments, Certificated Securities, Securities or Chattel PaperSecurities), such Instrument, Certificated Security, Security or Chattel Paper Securities shall be promptly delivered to the Collateral Agent Administrative Agent, duly indorsed in a manner reasonably satisfactory to the Collateral Agent Administrative Agent, to be held as Collateral pursuant to this Agreement; provided however that in no event shall the Borrower be required to deliver to the Administrative Agent any Pledged Notes issued by directors, officers or employees of any Loan Party.

Additional Collateral, etc. (a) With respect to any Property (other than Excluded Collateral) located in the United States (or with respect to Property of any Non-US Guarantor, any Property (other than Excluded Collateral) located in jurisdiction of formation of such Non-US Guarantor or any other jurisdiction in which such Non-US Guarantor has previously granted a security interest to secure the Obligations, in each case to the extent required by the Security Documents to which such Non-US Guarantor is a party) having a value, individually or in the aggregate, of at least $2,000,000 1,000,000 acquired after the Closing Date by the Borrower or any Loan Party Subsidiary Guarantor (other than (wi) any interests in Real Property and any Property described in paragraph (c) or paragraph (d) of this Section 6.8, (xii) any Property subject to a Lien expressly permitted by Section 7.3(g) or 7.3(z7.3(y), and (yiii) Instruments, Certificated Securities, Securities and Chattel Paper, which are referred to in the last sentence of this paragraph (a) and (z) Government Contracts, deposit accounts and securities accounts (the Loan Parties’ obligations with respect to which are contained in the Guarantee and Collateral Agreement)) as to which the Collateral Agent for the benefit of the Secured Parties does not have a perfected Lien, promptly (iA) give notice of such Property to the Collateral Agent and execute and deliver to the Collateral Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Collateral Agent reasonably requests to grant to the Collateral Agent for the benefit of the Secured Parties a security interest in such Property and (iiB) take all actions reasonably requested by the Collateral Agent to grant to the Collateral Agent Agent, for the benefit of the Secured Parties Parties, a perfected security interest (to the extent required by the Security Loan Documents and with the priority required by Section 4.17) in such Property (with respect to Property of a type owned by a Loan Party the Borrower or any Subsidiary Guarantor as of the Closing Date to the extent the Collateral Agent Agent, for the benefit of the Secured Parties, has a perfected security interest in such Property as of the Closing Date), including, without limitation, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Collateral Agent. If any amount in excess of $5,000,000 1,000,000 payable under or in connection with any of the Collateral shall be or become evidenced by any Instrument, Certificated Security, Security or Chattel Paper (or, if more than $5,000,000 1,000,000 in the aggregate payable under or in connection with the Collateral shall become evidenced by Instruments, Certificated Securities, Securities or Chattel Paper), such Instrument, Certificated Security, Security or Chattel Paper shall be promptly delivered to the Collateral Agent indorsed in a manner reasonably satisfactory to the Collateral Agent to be held as Collateral pursuant to this AgreementAgreement (or, in the case of any such Collateral that is Term Facility First Priority Collateral, delivered to the BrandCo DIP Agent as gratuitous bailee for the Collateral Agent).

Additional Collateral, etc. (a) With respect to any Property (other than Excluded Collateral) located in the United States having a value, individually or in the aggregate, of at least $2,000,000 material property acquired after the Closing Date by any Loan Party (other than (w) any interests property constituting Excluded Assets (as defined in Real Property the Guarantee and any Property described in paragraph (c) or paragraph (d) of this Section 6.8Collateral Agreement), (x) any Property property described in paragraph (b), (c) or (d) below, (y) any property subject to a Lien expressly permitted by Section 7.3(g) or 7.3(z7.3(n), (y) Instruments, Certificated Securities, Securities and Chattel Paper, which are referred to in the last sentence of this paragraph (a) and (z) Government Contracts, deposit accounts and securities accounts (the Loan Parties’ obligations with respect to which are contained in the Guarantee and Collateral Agreement)any Intellectual Property) as to which the Collateral Agent Administrative Agent, for the benefit of the Secured Parties Lenders, does not have a perfected Lien, promptly (i) give notice of such Property to the Collateral Agent and execute and deliver to the Collateral Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Collateral Administrative Agent reasonably requests deems necessary to grant to the Collateral Agent Administrative Agent, for the benefit of the Secured Parties Lenders, a security interest in such Property property and (ii) take all actions reasonably requested by the Collateral Agent necessary to grant to the Collateral Agent Administrative Agent, for the benefit of the Secured Parties Lenders, a perfected security interest (to the extent required by the Security Documents and with the first priority required by Section 4.17) in such Property (with respect to Property of a type owned by a Loan Party as of the Closing Date to the extent the Collateral Agent for the benefit of the Secured Parties, has a perfected security interest in such Property as of the Closing Dateproperty (subject to Liens permitted by Section 7.3), including, without limitation, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law law. With respect to any registered or applied for Intellectual Property acquired after the Closing Date by any Loan Party (other than any (x) Intellectual Property constituting Excluded Assets under the Guarantee and Collateral Agreement or (y) Intellectual Property subject to a Lien expressly permitted by Section 7.3(n)) as may be reasonably requested by to which the Collateral Administrative Agent. If any amount in excess of $5,000,000 payable under or in connection with any , for the benefit of the Collateral shall be or become evidenced by any InstrumentLenders, Certificated Securitydoes not have a perfected Lien, Security or Chattel Paper (or, if more than $5,000,000 promptly after notifying the Lenders of such Intellectual Property pursuant to delivery of a certificate in the aggregate payable under or in connection accordance with the Collateral shall become evidenced by Instruments, Certificated Securities, Securities or Chattel PaperSection 6.2(b)(y), such Instrument, Certificated Security, Security or Chattel Paper shall be promptly delivered (i) execute and deliver to the Collateral Administrative Agent indorsed in a manner reasonably satisfactory such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent reasonably deems necessary to be held as Collateral pursuant grant to this Agreementthe Administrative Agent, for the benefit of the Lenders, a security interest in such Intellectual Property and (ii) take all actions reasonably necessary to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such Intellectual Property (subject to Liens permitted by Section 7.3).

Additional Collateral, etc. (a) With respect to any Property property (other than Excluded to the extent included in the definition of Collateral) located in the United States having a value, individually or in the aggregate, of at least $2,000,000 acquired after the Closing Date by any Loan Party (other than (wx) any interests in Real Property and any Property property described in paragraph (b), (c) or paragraph (d) of this Section 6.8below, and (xy) any Property property subject to a Lien expressly permitted by Section 7.3(g) or 7.3(z), (y) Instruments, Certificated Securities, Securities and Chattel Paper, which are referred to in the last sentence of this paragraph (a) and (z) Government Contracts, deposit accounts and securities accounts (the Loan Parties’ obligations with respect to which are contained in the Guarantee and Collateral Agreement)) as to which the Collateral Agent Administrative Agent, for the benefit of the Secured Parties Parties, does not have a perfected Lien, promptly (and in any event within ten (10) Business Days after such acquisition or such longer period as the Administrative Agent shall agree in its sole discretion) (i) give notice of such Property to the Collateral Agent and execute and deliver to the Collateral Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Collateral Administrative Agent reasonably requests deems necessary or advisable to evidence that such Loan Party is a Guarantor and to grant to the Collateral Agent for the benefit of the Secured Parties a security interest in such Property and (ii) take all actions reasonably requested by the Collateral Agent to grant to the Collateral Agent for the benefit of the Secured Parties a perfected security interest (to the extent required by the Security Documents and with the priority required by Section 4.17) in such Property (with respect to Property of a type owned by a Loan Party as of the Closing Date to the extent the Collateral Agent Administrative Agent, for the benefit of the Secured Parties, has a perfected security interest in such Property as property and (ii) take all actions necessary or advisable in the reasonable opinion of the Closing Date)Administrative Agent to grant to the Administrative Agent, includingfor the benefit of the Secured Parties, without limitationa perfected first priority (except as expressly permitted by Section 7.3) security interest and Lien in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Collateral Administrative Agent. If (b) With respect to any fee interest in any real property having a fair market value (together with improvements thereof) of at least $1,000,000 acquired after the Closing Date by any Loan Party (other than any such real property subject to a Lien expressly permitted by Section 7.3(g)), promptly (and in any event within sixty (60) days (or such longer time period as the Administrative Agent may agree in its sole discretion)) after such acquisition, to the extent requested by the Administrative Agent, (i) execute and deliver a first priority Mortgage, in favor of the Administrative Agent, for the benefit of the Secured Parties, covering such real property, (ii) if requested by the Administrative Agent, provide the Lenders with title and extended coverage insurance covering such real property in an amount not in excess of $5,000,000 payable under or in connection the fair market value as reasonably estimated by the Borrower as well as a current ALTA survey thereof, together with any a surveyor’s certificate, each of the Collateral shall be or become evidenced by any Instrument, Certificated Security, Security or Chattel Paper (or, if more than $5,000,000 foregoing in the aggregate payable under or in connection with the Collateral shall become evidenced by Instruments, Certificated Securities, Securities or Chattel Paper), such Instrument, Certificated Security, Security or Chattel Paper shall be promptly delivered to the Collateral Agent indorsed in a manner form and substance reasonably satisfactory to the Collateral Administrative Agent 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 held as Collateral in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. In connection with the foregoing, no later than five (5) Business Days prior to the date on which a Mortgage is executed and delivered pursuant to this Agreement.Section 6.12, in order to comply with the Flood Laws, the Administrative Agent (for delivery to each Lender) shall have received the following documents (collectively, the “Flood Documents”): (A) a completed standard “life of loan” flood hazard determination form (a “Flood Determination Form”) and such other documents as any Lender may reasonably request to complete its flood due diligence, (B) if the improvement(s) to the applicable improved real property is located in a special flood hazard area, a notification to the applicable Loan Party (if applicable) (“Loan Party Notice”) that flood insurance coverage under the National Flood Insurance Program (“NFIP”) is not available because the community does not participate in the NFIP, (C) documentation evidencing the applicable Loan Party’s receipt of

Additional Collateral, etc. (a) With respect to any Property (other than Excluded Collateral) located in the United States having a value, individually or in the aggregate, of at least $2,000,000 10,000,000 acquired after the Closing Date by the Borrower or any Loan Party Subsidiary Guarantor (other than (wi) any interests in Real Property and any Property described in paragraph (c) or paragraph (d) of this Section 6.8, (xii) any Property subject to a Lien expressly permitted by Section 7.3(g) or 7.3(z7.3(y), and (yiii) Instruments, Certificated Securities, Securities and Chattel Paper, which are referred to in the last sentence of this paragraph (a) and (z) Government Contracts, deposit accounts and securities accounts (the Loan Parties’ obligations with respect to which are contained in the Guarantee and Collateral Agreement)) as to which the Collateral Agent for the benefit of the Secured Parties does not have a perfected Lien, promptly (iA) give notice of such Property to the Collateral Agent and execute and deliver to the Collateral Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Collateral Agent reasonably requests to grant to the Collateral Agent for the benefit of the Secured Parties a security interest in such Property and (iiB) take all actions reasonably requested by the Collateral Agent to grant to the Collateral Agent Agent, for the benefit of the Secured Parties Parties, a perfected security interest (to the extent required by the Security Loan Documents and with the priority required by Section 4.17) in such Property (with respect to Property of a type owned by a Loan Party the Borrower or any Subsidiary Guarantor as of the Closing Date to the extent the Collateral Agent Agent, for the benefit of the Secured Parties, has a perfected security interest in such Property as of the Closing Date), including, without limitation, including the filing of 146 #93138577v21 US-DOCS\115367111.15 LEGAL_US_E # 147442669.29 Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Collateral Agent. If any amount in excess of $5,000,000 10,000,000 payable under or in connection with any of the Collateral shall be or become evidenced by any Instrument, Certificated Security, Security or Chattel Paper (or, if more than $5,000,000 10,000,000 in the aggregate payable under or in connection with the Collateral shall become evidenced by Instruments, Certificated Securities, Securities or Chattel Paper), such Instrument, Certificated Security, Security or Chattel Paper shall be promptly delivered to the Collateral Agent indorsed in a manner reasonably satisfactory to the Collateral Agent to be held as Collateral pursuant to this Agreement (or, in the case of any such Collateral that is ABL Facility First Priority Collateral, delivered to the collateral agent under the ABL Facility Agreement).

Additional Collateral, etc. (a) With respect to any Property (other than Excluded Collateral) located in the United States having a value, individually or in the aggregate, of at least $2,000,000 property acquired after the Closing Date by any Loan Party that is property of the type which would otherwise constitute Collateral subject to the Lien created by any of the Security Documents but is not yet so subject (other than (w) any interests in Real Property and any Property described in paragraph (c) or paragraph (d) of this Section 6.8including, without limitation, (x) all Capital Stock held by any Property subject to a Lien expressly permitted by Section 7.3(g) Loan Party in any newly formed or 7.3(z), acquired Subsidiary of the Borrower and (y) Instrumentsall Capital Stock held by any Loan Party in any Affiliated Investor), Certificated Securities, Securities and Chattel Paper, which are referred to promptly but in any event within 30 days after the last sentence of this paragraph (a) and (z) Government Contracts, deposit accounts and securities accounts (the Loan Parties’ obligations with respect to which are contained in the Guarantee and Collateral Agreement)) as to which the Collateral Agent for the benefit end of the Secured Parties does not have a perfected Lien, promptly fiscal quarter during which such property was acquired (or by such later date as the Administrative Agent may agree in its sole discretion) (i) give notice of such Property to the Collateral Agent and execute and deliver to the Collateral Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Collateral Administrative Agent may reasonably requests request to grant to the Collateral Agent Administrative Agent, for the benefit of the Secured Parties Lenders, a security interest in such Property property and (ii) take all actions necessary or reasonably requested by the Collateral Agent to grant to the Collateral Agent Administrative Agent, for the benefit of the Secured Parties Lenders, a perfected security interest (to the extent required by the Security Documents and with the first priority required by Section 4.17) in such Property (with respect to Property of a type owned by a Loan Party as of the Closing Date to the extent the Collateral Agent for the benefit of the Secured Parties, has a perfected security interest in such Property as of the Closing Date)property, including, without limitation, including (A) the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Collateral Agent. If Administrative Agent and (B) the delivery of the certificates (if any) representing any amount such Capital Stock acquired (together with undated stock powers or other appropriate instruments of transfer executed and delivered in blank by a duly authorized officer of the holder(s) of such Capital Stock) ; provided that to extent that the requirements set forth in this clause (a) have not been met with respect to property that is subject to this clause (a) with an aggregate value in excess of $5,000,000 payable under or in connection with any 5.0% of the Collateral Total Asset Value at any time, the Borrower shall cause the requirements set forth in this clause (a) to be or become evidenced by met within 30 days after the date any Instrument, Certificated Security, Security or Chattel Paper (or, if more than $5,000,000 in the aggregate payable under or in connection with the Collateral shall become evidenced by Instruments, Certificated Securities, Securities or Chattel Paper), such Instrument, Certificated Security, Security or Chattel Paper shall be promptly delivered property is acquired to the Collateral Agent indorsed in a manner reasonably satisfactory extent necessary to the Collateral Agent to be held as Collateral pursuant to this Agreementeliminate such excess.

Additional Collateral, etc. (a) With respect to any Property (other than Excluded Collateral) located in the United States having a value, individually or in the aggregate, of at least $2,000,000 property acquired after the Closing Date by any Loan Party that is property of the type which would otherwise constitute Collateral subject to the Lien created by any of the Security Documents but is not yet so subject (other than (w) any interests in Real Property and any Property described in paragraph (c) or paragraph (d) of this Section 6.8including, without limitation, (x) all Capital Stock held by any Property subject to a Lien expressly permitted by Section 7.3(g) Loan Party in any newly formed or 7.3(z), acquired Subsidiary of the Parent Borrower and (y) Instrumentsall Capital Stock held by any Loan Party in any Affiliated Investor) (collectively, Certificated Securitiesthe “After-Acquired Property”), Securities and Chattel Paper, which are referred to promptly but in any event within 60 days after the last sentence of this paragraph (a) and (z) Government Contracts, deposit accounts and securities accounts (the Loan Parties’ obligations with respect to which are contained in the Guarantee and Collateral Agreement)) as to which the Collateral Agent for the benefit end of the Secured Parties does not have a perfected Lien, promptly fiscal year during which such property was acquired (or by such later date as the Administrative Agent may agree in its sole discretion) (i) give notice of such Property to the Collateral Agent and execute and deliver to the Collateral Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Collateral Administrative Agent may reasonably requests request to grant to the Collateral Agent Administrative Agent, for the benefit of the Secured Parties Lenders, a security interest in such Property property and (ii) take all actions necessary or reasonably requested by the Collateral Agent to grant to the Collateral Agent Administrative Agent, for the benefit DocID \\DC - 036150/000014 - 15261895 v6 of the Secured Parties Lenders, a perfected security interest (to the extent required by the Security Documents and with the first priority required by Section 4.17) in such Property (with respect to Property of a type owned by a Loan Party as of the Closing Date to the extent the Collateral Agent for the benefit of the Secured Parties, has a perfected security interest in such Property as of the Closing Date)property, including, without limitation, including (A) the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Collateral Agent. If Administrative Agent and (B) the delivery of the certificates (if any) representing any amount such Capital Stock acquired (together with undated stock powers or other appropriate instruments of transfer executed and delivered in blank by a duly authorized officer of the holder(s) of such Capital Stock); provided that to extent that the documents described in clause (i) of this clause (a) have not been executed and delivered or the actions described in clause (ii) of this clause (a) have not been taken, in each case, with respect to any After-Acquired Property with an aggregate value in excess of $5,000,000 payable under or in connection with any 5.0% of the Collateral Total Asset Value at any time, the Parent Borrower shall cause the requirements set forth in clauses (i) and (ii) of this clause (a) to be or become evidenced by any Instrument, Certificated Security, Security or Chattel Paper (or, if more than $5,000,000 in met within 60 days after the aggregate payable under or in connection with end of the Collateral shall become evidenced by Instruments, Certificated Securities, Securities or Chattel Paper), fiscal quarter during which such Instrument, Certificated Security, Security or Chattel Paper shall be promptly delivered limit was exceeded to the Collateral Agent indorsed in a manner reasonably satisfactory extent necessary to the Collateral Agent to be held as Collateral pursuant to this Agreementeliminate such excess.

Additional Collateral, etc. (a) (i) With respect to any Property (other than Excluded Collateral) located in the United States having a value, individually or in the aggregate, of at least $2,000,000 Collateral acquired after the Closing Date by any Loan Collateral Party (other than (w) any interests in Real Property and any Property described in paragraph (c) or paragraph (d) of this Section 6.8, (x) any Property subject to a Lien expressly permitted by Section 7.3(g) or 7.3(z), (y) Instruments, Certificated Securities, Securities and Chattel Paper, which are referred to in the last sentence of this paragraph (a) and (z) Government Contracts, deposit accounts and securities accounts (the Loan Parties’ obligations with respect to which are contained in the Guarantee and Collateral Agreement)) as to which the Collateral Agent Administrative Agent, for the benefit of the Secured Parties Parties, does not have a perfected Lien, promptly (i) give notice of such Property to the Collateral Agent and execute and deliver to the Collateral Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Collateral Administrative Agent reasonably requests deems necessary or advisable to grant to the Collateral Agent Administrative Agent, for the benefit of the Secured Parties Parties, a security interest in such Property and Property, (ii) take all actions reasonably requested with respect to any new Restricted Subsidiary created or acquired after the Closing Date by the Borrower or any Restricted Subsidiary, promptly (A) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary, (B) deliver to the Administrative Agent the certificates, if any, representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Restricted Subsidiary, as the case may be, (C) cause such new Subsidiary (1) to become a party to the Guarantee and Collateral Agreement and (2) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties a perfected first priority security interest (to in the extent required by Collateral described in the Security Documents Guarantee and with the priority required by Section 4.17) in such Property (Collateral Agreement with respect to Property of a type owned by a Loan Party as of the Closing Date to the extent the Collateral Agent for the benefit of the Secured Parties, has a perfected security interest in such Property as of the Closing Date)new Subsidiary, including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Collateral Administrative Agent. If any amount in excess of $5,000,000 payable under or in connection with any of , (iii) if requested by the Collateral Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be or become evidenced by any Instrumentin form and substance, Certificated Securityand from counsel, Security or Chattel Paper (or, if more than $5,000,000 in the aggregate payable under or in connection with the Collateral shall become evidenced by Instruments, Certificated Securities, Securities or Chattel Paper), such Instrument, Certificated Security, Security or Chattel Paper shall be promptly delivered to the Collateral Agent indorsed in a manner reasonably satisfactory to the Administrative Agent and (iv) take all actions necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in such Property, including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agent to Agreement or by law or as may be held as Collateral pursuant to this Agreementrequested by the Administrative Agent.

Additional Collateral, etc. (a) With Subject to the terms herein, with respect to any personal property (including any Capital Stock) or Intellectual Property (in each case, other than Excluded Collateralassets expressly excluded from the Collateral pursuant to the Security Documents) located in the United States having a value, individually acquired or in the aggregate, of at least $2,000,000 acquired created after the Closing Date by any Loan Party (other than (w) any interests in Real Property and any Property described in paragraph (c) or paragraph (d) of this Section 6.8, (x) any Property subject to a Lien expressly permitted by Section 7.3(g) or 7.3(z), (y) Instruments, Certificated Securities, Securities (in each case as defined in the Guarantee and Collateral Agreement) and Chattel Paper, which are referred to in the last sentence of this paragraph clause (a) and (z) Government Contracts, deposit accounts and securities accounts (the Loan Parties’ obligations with respect to which are contained in the Guarantee and Collateral Agreement)) as to which the Collateral Agent for the benefit of the Secured Parties does not have a perfected Lien, promptly promptly, but in any case within sixty days (in each case, which period may be extended by the Administrative Agent in its reasonable discretion) or, in the case of any Intellectual Property, if later, concurrently with the delivery of the first Compliance Certificate after such acquisition or creation, (i) give notice of such Property to the Collateral Agent and execute and deliver to the Collateral Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Collateral Agent reasonably requests requests, if any, as are necessary to grant to the Collateral Agent for the benefit of the Secured Parties a security interest in such Property and (ii) take all actions reasonably requested by the Collateral Agent or required by the Security Documents to grant to the Collateral Agent for the benefit of the Secured Parties a perfected security interest (to the extent required by the Security Documents and with the priority required by Section 4.17Documents) in such Property (with respect to Property of a type owned by a Loan Party as of the Closing Date to the extent the Collateral Agent for the benefit of the Secured Partiesproperty, has a perfected security interest in such Property as of the Closing Date), including, without limitation, including the filing of Uniform Commercial Code UCC financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement and filing of intellectual property security agreements with the United States Copyright Office and United States Patent and Trademark Office, or as may be required by law or as may be reasonably requested by the Collateral Agent. If Any Instrument, Certificated Security (other than in respect of the Capital Stock of any amount Subsidiary which is addressed in clause (c) below), Security (in each case as defined in the Guarantee and Collateral Agreement) or Chattel Paper in excess of $5,000,000 payable under or 5 million shall be promptly, in connection with any event, within sixty days of the Collateral shall receipt thereof (which period may be or become evidenced extended by any Instrument, Certificated Security, Security or Chattel Paper (or, if more than $5,000,000 the Administrative Agent in the aggregate payable under or in connection with the Collateral shall become evidenced by Instruments, Certificated Securities, Securities or Chattel Paperits reasonable discretion), such Instrument, Certificated Security, Security or Chattel Paper shall be promptly delivered to the Collateral Agent indorsed in a manner reasonably satisfactory to the Collateral Agent to be held as Collateral pursuant to this Agreementthe relevant Security Document.

Additional Collateral, etc. (a) With respect Within 30 days after the formation or acquisition of any Additional Subsidiary Guarantor (or the making of a single investment or a series of related investments having a value (determined by reference to any Property Net Book Value, in the case of an investment of assets) of $500,000,000 or more in the aggregate by the Company or a Subsidiary Guarantor, directly or indirectly, in a Domestic Subsidiary (other than an Excluded CollateralSubsidiary) located that is not a Subsidiary Guarantor that results in the United States having a value, individually or in the aggregate, of at least $2,000,000 acquired after the Closing Date by any Loan Party (other than (w) any interests in Real Property and any Property described in paragraph (c) or paragraph (d) of this Section 6.8, (x) any Property subject to a Lien expressly permitted by Section 7.3(g) or 7.3(zsuch Domestic Subsidiary becoming an Additional Subsidiary Guarantor), the Company shall (yor shall cause the relevant Subsidiary to) Instruments, Certificated Securities, Securities (i) execute and Chattel Paper, which are referred deliver to in the last sentence of this paragraph (a) and (z) Government Contracts, deposit accounts and securities accounts (the Loan Parties’ obligations with respect to which are contained in the Guarantee and Collateral Agreement)) as to which the Collateral Trustee such amendments or supplements to the Security Agreement as the Administrative Agent deems necessary to grant to the Collateral Trustee, for the benefit of the Secured Parties does not have Parties, a perfected Lien, promptly (i) give notice security interest in the Capital Stock of such Property to the Collateral Agent and execute and Additional Subsidiary Guarantor (or Domestic Subsidiary receiving such investment(s)), (ii) deliver to the Collateral Agent Trustee the certificates, if any, representing such amendments Capital Stock (to the extent constituting “certificated securities” under the UCC), together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and (iii) cause such Additional Subsidiary Guarantor (or Domestic Subsidiary receiving such investment(s)) (A) to become a party to the Security Agreement, the Guarantee and Collateral Agreement or such other documents as the Collateral Agent reasonably requests Trust Agreement, (B) to take such actions as necessary to grant to the Collateral Agent Trustee for the benefit of the Secured Parties a security interest in such Property and (ii) take all actions reasonably requested by the Collateral Agent to grant to the Collateral Agent for the benefit of the Secured Parties a perfected security interest (to the extent required by the Security Documents and with the priority required by Section 4.17) in such Property (with respect to Property of a type owned by a Loan Party as of the Closing Date to the extent the Collateral Agent for the benefit of the Secured Partiesvalid, has a perfected security interest in the Collateral described in the Security Agreement with respect to such Property as of the Closing DateAdditional Subsidiary Guarantor (or Domestic Subsidiary receiving such investment(s)), including, without limitation, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Collateral Agent. If any amount in excess of $5,000,000 payable under or in connection with any of the Collateral shall be or become evidenced by any Instrument, Certificated Security, Security or Chattel Paper (or, if more than $5,000,000 in the aggregate payable under or in connection with the Collateral shall become evidenced by Instruments, Certificated Securities, Securities or Chattel Paper), such Instrument, Certificated Security, Security or Chattel Paper shall be promptly delivered to the Collateral Agent indorsed in a manner reasonably satisfactory to the Collateral Agent to be held as Collateral pursuant to this Agreementlaw.

Additional Collateral, etc. (a) With respect to any Property (other than Excluded Collateral) located in the United States having a value, individually or in the aggregate, of at least $2,000,000 acquired after the Closing Date by Parent, the Borrower or any Loan Party of its Subsidiary Guarantors or any Subsidiary that is required pursuant to Section 5.9(b) to be a Subsidiary Guarantor (other than (w) any interests in Real Property and of the Lingo Subsidiary at any time after a Lingo Offering, (x) any real property or any Property described in paragraph (c) or paragraph (d) of this Section 6.8Section, (xy) any Property subject to a Lien expressly permitted by Section 7.3(gof a type described in clause (vi) or 7.3(z), (yxi) Instruments, Certificated Securities, Securities and Chattel Paper, which are referred to in of the last sentence definition of this paragraph (a) “Permitted Liens” and (z) Government Contracts, deposit accounts and securities accounts (the Loan Parties’ obligations with respect all assets as to which are contained a security interest cannot be perfected by filing in the Guarantee and United States or by delivering stock certificates or other Collateral Agreement)in the United States) as to which the Collateral Agent Administrative Agent, for the benefit of the Secured Parties Parties, does not have a perfected Lien, promptly no less often than on a quarterly basis (i) give notice of such Property to the Collateral Agent and execute and deliver to the Collateral Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Collateral Administrative Agent reasonably requests deems necessary or advisable to grant to the Collateral Agent Administrative Agent, for the benefit of the Secured Parties Parties, a security interest in such Property and (ii) take all actions reasonably requested by the Collateral Agent necessary or advisable to grant to the Collateral Agent for the benefit of the Secured Parties a perfected security interest (to the extent required by the Security Documents and with the priority required by Section 4.17) in such Property (with respect to Property of a type owned by a Loan Party as of the Closing Date to the extent the Collateral Agent Administrative Agent, for the benefit of the Secured Parties, has a perfected first priority security interest (subject to Permitted Liens) in such Property as of the Closing Date)Property, including, including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Collateral Administrative Agent. If Notwithstanding the foregoing, Parent, the Borrower and its Subsidiaries shall not be required to grant security interests in any assets (other than Accounts) of any Security Interest Approval Pending Subsidiary until delivery to the Administrative Agent of a Security Interest Approval Notice in respect of such assets, and Parent, the Borrower and its Subsidiaries shall not be required to grant security interests in any assets acquired after the Closing Date until any required approvals of Governmental Authorities for such actions shall be received. With respect to any fee interest in any real property having a value (together with improvements thereof) of at least $1,000,000 acquired after the Closing Date by Parent, the Borrower or any of its Subsidiary Guarantors or any Subsidiary that is required pursuant to Section 5.9(b) to be a Subsidiary Guarantor (other than any such real property (x) owned by (I) an Excluded Foreign Subsidiary or (II) the Lingo Subsidiary at any time after a Lingo Offering or (y) subject to a Lien of a type described in clause (vi) or (xi) of the definition of “Permitted Liens”), no less often than on a quarterly basis, (i) execute and deliver a first priority Mortgage in favor of the Administrative Agent, for the benefit of the Secured Parties, covering such real property, (ii) if requested by the Administrative Agent, provide the Lenders with (x) title and extended coverage insurance covering such real property in an amount in excess at least equal to the purchase price of $5,000,000 payable under such real property (or such other amount as shall be reasonably specified by the Administrative Agent) as well as a current ALTA survey thereof, together with a surveyor’s certificate and (y) any consents or estoppels reasonably deemed necessary or advisable by the Administrative Agent in connection with any such Mortgage, each of the Collateral shall be or become evidenced by any Instrument, Certificated Security, Security or Chattel Paper (or, if more than $5,000,000 foregoing in the aggregate payable under or in connection with the Collateral shall become evidenced by Instruments, Certificated Securities, Securities or Chattel Paper), such Instrument, Certificated Security, Security or Chattel Paper shall be promptly delivered to the Collateral Agent indorsed in a manner form and substance reasonably satisfactory to the Collateral Administrative Agent 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 held as Collateral pursuant in form and substance, and from counsel, reasonably satisfactory to this Agreementthe Administrative Agent. Notwithstanding the foregoing, Parent, the Borrower and its Subsidiaries shall not be required to grant security interests in any real property assets acquired after the Closing Date until any required approvals of Governmental Authorities for such actions shall be received.

Additional Collateral, etc. (a) With respect to any personal property or Intellectual Property (other than Excluded Collateralassets expressly excluded from the Collateral pursuant to the Security Documents) located in the United States having a value, individually acquired or in the aggregate, of at least $2,000,000 acquired created after the Closing Date by any Loan Party (other than (w) any interests in Real Property and any Property described in paragraph (c) or paragraph (d) of this Section 6.8, (x) any Property property subject to a Lien expressly permitted by Section 7.3(g6.3(g) or 7.3(z), and (y) Instruments, Certificated Securities, Securities and Chattel Paper, which are referred to in the last sentence of this paragraph (a) and (z) Government Contracts, deposit accounts and securities accounts (the Loan Parties’ obligations with respect to which are contained in the Guarantee and Collateral Agreement)) as to which the Collateral Agent for the benefit of the Secured Parties does not have a perfected Lien, promptly promptly, but in any case within 30 days, (i) give written notice of such Property property to the Collateral Agent and execute and deliver to the Collateral Agent such amendments to the Guarantee and Collateral Security Agreement or such other Security Document or other documents as the Collateral Agent (acting solely at the written direction of the Administrative Agent, acting solely at the written direction of the Required Lenders) reasonably requests to grant to the Collateral Agent for the benefit of the Secured Parties a first priority (subject to Permitted Liens) security interest in such Property and (ii) take all actions reasonably requested by the Collateral Agent (acting solely at the written direction of the Administrative Agent, acting solely at the written direction of the Required Lenders) to grant to the Collateral Agent for the benefit of the Secured Parties a first priority (subject to Permitted Liens) perfected security interest (to the extent required by the Security Documents and with the priority required by Section 4.17Documents) in such Property property (with respect to Property property of a type owned by a Loan Party as of the Closing Date to the extent the Collateral Agent for the benefit of the Secured Parties, has a perfected security interest in such Property property as of the Closing Date), including, without limitation, the filing of Uniform Commercial Code UCC financing statements in such jurisdictions as may be required by the Guarantee and Collateral Security Agreement or by law or as may be reasonably requested by the Collateral Agent. If any amount in excess of $5,000,000 payable under or in connection with any Agent (acting solely at the written direction of the Collateral shall be or become evidenced by any Administrative Agent, acting solely at the written direction of the Required Lenders). Any Instrument, Certificated SecuritySecurity (other than in respect of the Capital Stock of any Subsidiary), Security or Chattel Paper (or, if more than in excess of $5,000,000 in the aggregate payable under or in connection with the Collateral shall become evidenced by Instruments, Certificated Securities, Securities or Chattel Paper), such Instrument, Certificated Security, Security or Chattel Paper 1,000,000 shall be promptly delivered to the Collateral Agent indorsed in a manner reasonably satisfactory to the Collateral Agent to be held as Collateral pursuant to this Agreementthe relevant Security Document.

Additional Collateral, etc. (a) With respect to any Property (other than Excluded Collateral) located in the United States having a value, individually or in the aggregate, of at least $2,000,000 2,500,000 acquired after the Closing Date by any Loan Party (other than (wi) any interests in Real Property and any Property described in paragraph (c) or paragraph (d) of this Section 6.8, (xii) any Property subject to a Lien expressly permitted by Section 7.3(g) or 7.3(z), and (yiii) Instruments, Certificated Securities, Securities and Chattel Paper, which are referred to in the last sentence of this paragraph (a) and (z) Government Contracts, deposit accounts and securities accounts (the Loan Parties’ obligations with respect to which are contained in the Guarantee and Collateral Agreement)) as to which the Collateral Agent for the benefit of the Secured Parties does not have a perfected Lien, promptly (iA) give notice of such Property to the Collateral Agent and execute and deliver to the Collateral Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Collateral Agent reasonably requests to grant to the Collateral Agent for the benefit of the Secured Parties a security interest in such Property and (iiB) take all actions reasonably requested by the Collateral Agent to grant to the Collateral Agent for the benefit of the Secured Parties a perfected security interest (to the extent required by the Security Documents and with the priority required by Section 4.17) in such Property (with respect to Property of a type owned by a Loan Party as of the Closing Date to the extent the Collateral Agent for the benefit of the Secured Parties, has a perfected security interest in such Property as of the Closing Date), including, without limitation, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Collateral Agent. If any amount in excess of $5,000,000 3,750,000 payable under or in connection with any of the Collateral shall be or become evidenced by any Instrument, Certificated Security, Security or Chattel Paper (or, if more than $5,000,000 3,750,000 in the aggregate payable under or in connection with the Collateral shall become evidenced by Instruments, Certificated Securities, Securities or Chattel Paper), such Instrument, Certificated Security, Security or Chattel Paper shall be promptly delivered to the Collateral Agent indorsed in a manner reasonably satisfactory to the Collateral Agent to be held as Collateral pursuant to this Agreement.

Additional Collateral, etc. (a) With respect to any Property (other than Excluded Collateral) located in the United States having a value, individually or in the aggregate, of at least $2,000,000 property acquired after the Closing Date by any Loan Party (other than (v) any real property, (w) any interests in Real Property and any Property property described in paragraph (cSections 6.10(c) or paragraph (d) of this Section 6.8below, (x) any Property property subject to a Lien expressly permitted by Section 7.3(g) or 7.3(z), (y) Instrumentswhile Permitted Term Loans are outstanding, Certificated Securitiesany Term Loan Priority Collateral as to which the Term Loan Representative determines, Securities in its reasonable discretion and Chattel Paperin consultation with the Borrower, which are referred that the cost of obtaining a security interest therein is excessive in relation to in the last sentence value of this paragraph (athe security to be afforded thereby) and (z) Government Contracts, deposit accounts and securities accounts any Excluded Property (the Loan Parties’ obligations with respect to which are contained as defined in the Guarantee and Collateral Agreement)) or other property (other than, while Permitted Term Loans are outstanding, Term Loan Priority Collateral) as to which the Collateral Administrative Agent determines, in its reasonable discretion and in consultation with the Borrower, that the cost of obtaining a security interest therein is excessive in relation to the value of the security to be afforded thereby) as to which the Administrative Agent, for the benefit of the Secured Parties Parties, does not have a perfected Lien, promptly (i) give notice of such Property to the Collateral Agent and execute and deliver to the Collateral Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Collateral Administrative Agent deems necessary or reasonably requests advisable to grant to the Collateral Agent for the benefit of the Secured Parties a security interest in such Property and (ii) take all actions reasonably requested by the Collateral Agent to grant to the Collateral Agent for the benefit of the Secured Parties a perfected security interest (to the extent required by the Security Documents and with the priority required by Section 4.17) in such Property (with respect to Property of a type owned by a Loan Party as of the Closing Date to the extent the Collateral Agent Administrative Agent, for the benefit of the Secured Parties, has a security interest in such property and (ii) take all actions necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected security interest in such Property as of property with the Closing Date)priority required by the Intercreditor Agreements, including, without limitation, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Collateral Administrative Agent. If any amount in excess of $5,000,000 payable under or in connection with any of the Collateral shall be or become evidenced by any Instrument, Certificated Security, Security or Chattel Paper (or, if more than $5,000,000 in the aggregate payable under or in connection with the Collateral shall become evidenced by Instruments, Certificated Securities, Securities or Chattel Paper), such Instrument, Certificated Security, Security or Chattel Paper shall be promptly delivered to the Collateral Agent indorsed in a manner reasonably satisfactory to the Collateral Agent to be held as Collateral pursuant to this Agreement.

Additional Collateral, etc. (a) With Except during a Collateral Release Period, with respect to any Property (other than Excluded Collateral) located in the United States having a value, individually or in the aggregate, of at least $2,000,000 Collateral acquired after the Closing Date by any Loan Party (other than (w) any interests in Real Property and any Property described in paragraph (c) or paragraph (d) of this Section 6.8, (x) any Property subject to a Lien expressly permitted by Section 7.3(g) or 7.3(z), (y) Instruments, Certificated Securities, Securities and Chattel Paper, which are referred to in the last sentence of this paragraph (a) and (z) Government Contracts, deposit accounts and securities accounts (the Loan Parties’ obligations with respect to any property or asset which are contained in becomes Collateral pursuant to the Guarantee and Collateral Agreement)) as to which definition thereof after the Collateral Agent for the benefit of the Secured Parties does not have a perfected LienClosing Date, promptly (and, in any event, (A) with respect to any Deposit Account, Securities Account or Commodities Account, within the time period set forth in the second paragraph of Section 5.10 applicable to such Deposit Account, Securities Account or Commodities Account and (B) with respect to any other Collateral or any other property or asset which becomes Collateral, within 20 Business Days following the date of such acquisition or designation, or in each case, such longer period as consented to by the Administrative Agent in its sole discretion) (i) give notice of such Property to the Collateral Agent and execute and deliver to the Administrative Agent, the Collateral Agent and the Collateral Trustee such amendments to the Guarantee and Collateral Agreement or such other documents Security Documents as the Collateral Agent or the Collateral Trustee, as the case may be, deems necessary or reasonably requests advisable to grant to the Collateral Agent for the benefit of the Secured Parties a security interest in such Property and (ii) take all actions reasonably requested by the Collateral Agent to grant to the Collateral Agent for the benefit of the Secured Parties a perfected security interest (to the extent required by the Security Documents and with the priority required by Section 4.17) in such Property (with respect to Property of a type owned by a Loan Party as of the Closing Date to the extent the Collateral Agent Trustee, for the benefit of the Secured Parties, has a perfected security interest in such Property as Collateral and (ii) take all actions necessary or reasonably requested by the Administrative Agent to grant to the Collateral Trustee, for the benefit of the Closing DateSecured Parties, a perfected (subject to the limitations set forth in Section 3.19) first priority security interest in such Collateral (other than any Excluded Perfection Assets and, except with respect to Pledged Securities in the possession of the Collateral Trustee, subject to Permitted Liens, and in respect of Pledged Securities in the possession of the Collateral Trustee, the Permitted Liens set forth in clause (g) of the definition thereof and with respect to any other Priority Lien Obligations), including, without limitation, including the filing of Uniform Commercial Code UCC financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent, the Collateral AgentAgent or the Collateral Trustee (it being understood and agreed that no Control Agreements shall be required pursuant to this Section 5.09(a) in respect of any Counterparty Accounts). If any amount in excess of $5,000,000 payable under Notwithstanding anything set forth herein or in connection any other Loan Document to the contrary, this Section 5.09(a) shall not apply to Intellectual Property Collateral acquired after the Closing Date or with respect to any property or asset which becomes Intellectual Property Collateral pursuant to the definition of Collateral after the Closing Date (it being agreed and understood that such Intellectual Property Collateral shall be or become evidenced by any Instrument, Certificated Security, Security or Chattel Paper (or, if more than $5,000,000 in the aggregate payable under or in connection with the Collateral shall become evidenced by Instruments, Certificated Securities, Securities or Chattel Paper), such Instrument, Certificated Security, Security or Chattel Paper shall be promptly delivered subject to the applicable provisions of the Guarantee and Collateral Agent indorsed in a manner reasonably satisfactory to the Collateral Agent to be held as Collateral pursuant to this Agreement).

Additional Collateral, etc. (a) With respect to any Property (other than Excluded Collateralbank accounts, cash and Cash Equivalents) located in the United States having a value, individually or in the aggregate, aggregate of at least $2,000,000 1,000,000 acquired after the Closing Date by any Loan Party (other than (wx) any interests in Real Property real property and any Property described in paragraph (c) or paragraph (d) of this Section 6.8Section, (xy) any Property subject to a Lien expressly permitted by Section 7.3(g) or 7.3(z), and (yz) Instruments, Certificated Securities, Securities and Chattel Paper, which are referred to in the last sentence of this paragraph (a) and (z) Government Contracts, deposit accounts and securities accounts (the Loan Parties’ obligations with respect to which are contained in the Guarantee and Collateral Agreement)) as to which the Collateral Administrative Agent for the benefit of the Secured Parties Lenders does not have a perfected Lien, promptly (i) give notice of such Property to the Collateral Administrative Agent and execute and deliver to the Collateral Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Collateral Administrative Agent reasonably requests to grant to the Collateral Administrative Agent for the benefit of the Secured Parties Lenders a security interest in such Property and (ii) take all actions reasonably requested by the Collateral Administrative Agent to grant to the Collateral Administrative Agent for the benefit of the Secured Parties Lenders a perfected first priority security interest (to the extent required by the Security Documents and with the priority required by Section 4.17) in such Property (with respect to Property (other than Vehicles) of a type owned by a Loan Party as of the Closing Date to the extent the Collateral Agent Administrative Agent, for the benefit of the Secured PartiesLenders, has a perfected security interest in such Property as of the Closing Date), including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Collateral Administrative Agent. If any amount in excess of $5,000,000 1,000,000 payable under or in connection with any of the Collateral shall be or become evidenced by any Instrument, Certificated Security, Security or Chattel Paper (or, if more than $5,000,000 in the aggregate payable under or in connection with the Collateral shall become evidenced by Instruments, Certificated Securities, Securities or Chattel Paper), such Instrument, Certificated Security, Security or Chattel Paper shall be promptly delivered to the Collateral Agent Administrative Agent, duly indorsed in a manner reasonably satisfactory to the Collateral Agent Administrative Agent, to be held as Collateral pursuant to this Agreement; provided, however, that in no event shall the Borrower be required to deliver to the Administrative Agent any Pledged Notes issued by directors, officers or employees of any Loan Party.

Additional Collateral, etc. (a) With respect to any Property (other than Excluded Collateral) located in the United States having a value, individually or in the aggregate, of at least $2,000,000 Collateral acquired after the Closing Date or with respect to any property or asset which becomes Collateral pursuant to the definition thereof after the Closing Date or, in the case of inventory or equipment that is part of the Collateral, any material Collateral moved after the Closing Date by the Borrower or any other Loan Party (other than (w) any interests in Real Property and any Property Collateral described in paragraph (c) or paragraph (d) of this Section 6.8, (x) any Property subject to a Lien expressly permitted by Section 7.3(g) or 7.3(z5.09(b), (y5.09(c) Instruments, Certificated Securities, Securities and Chattel Paper, which are referred to in the last sentence of this paragraph (a) and (z) Government Contracts, deposit accounts and securities accounts (the Loan Parties’ obligations with respect to which are contained in the Guarantee and Collateral Agreement106 or 5.09(d)) as to which the Collateral Agent Trustee, for the benefit of the Secured Parties Parties, does not have a perfected Liensecurity interest, promptly (and, in any event, within 20 Business Days following the date of such acquisition or designation) (i) give notice of such Property to the Collateral Agent and execute and deliver to the Administrative Agent, the Collateral Agent and the Collateral Trustee such amendments to the Guarantee and Collateral Agreement or such other documents Security Documents as the Collateral Agent or the Collateral Trustee, as the case may be, deems necessary or reasonably requests advisable to grant to the Collateral Agent for the benefit of the Secured Parties a security interest in such Property and (ii) take all actions reasonably requested by the Collateral Agent to grant to the Collateral Agent for the benefit of the Secured Parties a perfected security interest (to the extent required by the Security Documents and with the priority required by Section 4.17) in such Property (with respect to Property of a type owned by a Loan Party as of the Closing Date to the extent the Collateral Agent Trustee, for the benefit of the Secured Parties, has a perfected security interest in such Property as Collateral and (ii) take all actions necessary or reasonably requested by the Administrative Agent to grant to the Collateral Trustee, for the benefit of the Closing DateSecured Parties, a perfected (subject to the limitations set forth in Section 3.19) first priority security interest in such Collateral (other than any Excluded Perfection Assets and, except with respect to Pledged Securities in the possession of the Collateral Trustee, subject to Permitted Liens, and in respect of Pledged Securities in the possession of the Collateral Trustee, the Permitted Liens set forth in clause (g) of the definition thereof and with respect to any other Priority Lien Obligations), including, without limitation, including the filing of Uniform Commercial Code UCC financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Collateral Administrative Agent. If any amount in excess of $5,000,000 payable under or in connection with any of the Collateral shall be or become evidenced by any Instrument, Certificated Security, Security or Chattel Paper (or, if more than $5,000,000 in the aggregate payable under or in connection with the Collateral shall become evidenced by Instruments, Certificated Securities, Securities or Chattel Paper), such Instrument, Certificated Security, Security or Chattel Paper shall be promptly delivered to the Collateral Agent indorsed in a manner reasonably satisfactory to or the Collateral Agent to Trustee (it being understood and agreed that no Control Agreements shall be held as Collateral required pursuant to this AgreementSection 5.09(a) in respect of any Counterparty Accounts).

Additional Collateral, etc. (a) With respect to any Property (other than Excluded Collateral) located in the United States having a value, individually or in the aggregate, of at least $2,000,000 property acquired after the Closing Date by Holdings, the Borrower or any Loan Party of its Subsidiaries (other than (wv) any interests in Real Property and any Property property described in paragraph (b), (c) or paragraph (d) of this Section 6.8below, (xw) any Property property subject to a Lien expressly permitted by Section 7.3(g), (x) or 7.3(z)any property acquired by any Excluded Foreign Subsidiary, (y) Instrumentsany property for which the costs associated with creating, Certificated Securitiesattaching, Securities and Chattel Papergranting and/or perfecting a Lien thereon exceed the value of the collateral as determined by the Administrative Agent in its reasonable discretion, which are referred to in the last sentence of this paragraph (a) and (z) Government Contracts, deposit accounts and securities accounts (the Loan Parties’ obligations with respect to which are contained as otherwise provided in the Guarantee and Collateral Agreement)any Security Document) as to which the Collateral Agent Administrative Agent, for the benefit of the Secured Parties Lenders, does not have a perfected Lien, promptly promptly, but in any event within 30 days, (i) give notice of such Property to the Collateral Agent and execute and deliver to the Collateral Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Collateral Administrative Agent reasonably requests deems necessary or advisable to grant to the Collateral Agent Administrative Agent, for the benefit of the Secured Parties Lenders, a security interest in such Property property and (ii) take all actions reasonably requested by the Collateral Agent necessary or advisable to grant to the Collateral Agent Administrative Agent, for the benefit of the Secured Parties Lenders, a perfected security interest (to the extent required by the Security Documents and with the first priority required by Section 4.17) in such Property (with respect to Property of a type owned by a Loan Party as of the Closing Date to the extent the Collateral Agent for the benefit of the Secured Parties, has a perfected security interest in such Property as of the Closing Date)property, including, without limitation, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Collateral Administrative Agent. If any amount in excess of $5,000,000 payable under or in connection with any of Notwithstanding the Collateral foregoing, neither Holdings nor the Borrower shall be required, and the Borrower shall not be required to cause each of its Subsidiaries, to take any actions or become evidenced by accept any Instrumentcontract terms which could reasonably be expected to have a Material Adverse Effect or cause undue hardship or excessive costs to Holdings, Certificated Securitythe Borrower or such Subsidiary, Security or Chattel Paper (oras the case may be, if more than $5,000,000 in order to obtain the necessary consents to an assignment of its rights, title and interest in the aggregate payable under or in connection with the Collateral shall become evidenced by Instruments, Certificated Securities, Securities or Chattel Paper), such Instrument, Certificated Security, Security or Chattel Paper shall be promptly delivered to the Collateral Agent indorsed in a manner reasonably satisfactory to the Collateral Agent to be held as Collateral pursuant to this AgreementCollateral.

Additional Collateral, etc. (a) With respect to any Property (other than Excluded Collateral) located in the United States having a value, individually or in the aggregate, of at least $2,000,000 Collateral acquired after the Closing Date or with respect to any property or asset which becomes Collateral pursuant to the definition thereof after the Closing Date or, in the case of inventory or equipment that is part of the Collateral, any material Collateral moved after the Closing Date by the Borrower or any other Loan Party (other than (w) any interests in Real Property and any Property Collateral described in paragraph paragraphs (b), (c) or paragraph (d) of this Section 6.8, (x) any Property subject to a Lien expressly permitted by Section 7.3(g) or 7.3(z), (y) Instruments, Certificated Securities, Securities and Chattel Paper, which are referred to in the last sentence of this paragraph (a) and (z) Government Contracts, deposit accounts and securities accounts (the Loan Parties’ obligations with respect to which are contained in the Guarantee and Collateral Agreement)Section) as to which the Collateral Agent Trustee, for the benefit of the Secured Parties Parties, does not have a perfected Liensecurity interest, promptly (and, in any event, within 20 Business Days following the date of such acquisition or designation) (i) give notice of such Property to the Collateral Agent and execute and deliver to the Administrative Agent, the Collateral Agent and the Collateral Trustee such amendments to the Guarantee and Collateral Agreement or such other documents Security Documents as the Collateral Agent or the Collateral Trustee, as the case may be, deems necessary or reasonably requests advisable to grant to the Collateral Agent for the benefit of the Secured Parties a security interest in such Property and (ii) take all actions reasonably requested by the Collateral Agent to grant to the Collateral Agent for the benefit of the Secured Parties a perfected security interest (to the extent required by the Security Documents and with the priority required by Section 4.17) in such Property (with respect to Property of a type owned by a Loan Party as of the Closing Date to the extent the Collateral Agent Trustee, for the benefit of the Secured Parties, has a perfected security interest in such Property as Collateral and (ii) take all actions necessary or reasonably requested by the Administrative Agent to grant to the Collateral Trustee, for the benefit of the Closing DateSecured Parties, a perfected (subject to the limitations set forth in Section 3.19) first priority security interest in such Collateral (other than any Excluded Perfection Assets and, except with respect to Pledged Securities in the possession of the Collateral Trustee, subject to Permitted Liens, and in respect of Pledged Securities in the possession of the Collateral Trustee, the Permitted Liens set forth in clauses (h) and (ff) of the definition thereof), including, without limitation, including the filing of Uniform Commercial Code UCC financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Collateral Administrative Agent. If any amount in excess of $5,000,000 payable under or in connection with any of the Collateral shall be or become evidenced by any Instrument, Certificated Security, Security or Chattel Paper (or, if more than $5,000,000 in the aggregate payable under or in connection with the Collateral shall become evidenced by Instruments, Certificated Securities, Securities or Chattel Paper), such Instrument, Certificated Security, Security or Chattel Paper shall be promptly delivered to the Collateral Agent indorsed in a manner reasonably satisfactory to or the Collateral Agent to Trustee (it being understood and agreed that no Control Agreements shall be held as Collateral required pursuant to this Agreementparagraph in respect of any Counterparty Accounts).

Additional Collateral, etc. (a) With respect to any Property (other than Excluded Collateral) located in the United States having a value, individually or in the aggregate, of at least $2,000,000 acquired after the Closing Date by Holdings, the Borrower or any Loan Party of its Material Subsidiaries (other than (v) any real property, (w) any interests in Real Property and any Property property described in paragraph (cb) or paragraph (d) of this Section 6.8Section, (x) the Capital Stock of Assisted Living or any of its Unrestricted Subsidiaries, (y) any Property subject to a Lien expressly permitted by Section 7.3(g7.3(f) or 7.3(z), (y) Instruments, Certificated Securities, Securities and Chattel Paper, which are referred to in the last sentence of this paragraph (ag) and (z) Government Contracts, deposit accounts and securities accounts (the Loan Parties’ obligations with respect to which are contained in the Guarantee and Collateral Agreement)Property acquired by an Excluded Foreign Subsidiary or an Unrestricted Subsidiary) as to which the Collateral Agent Administrative Agent, for the benefit of the Secured Parties Parties, does not have a perfected Lien, promptly (i) give notice of such Property to the Collateral Agent and execute and deliver to the Collateral Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Collateral Administrative Agent reasonably requests deems necessary or advisable to grant to the Collateral Agent Administrative Agent, for the benefit of the Secured Parties Parties, a security interest in such Property and (ii) take all actions reasonably requested by the Collateral Agent necessary or advisable to grant to the Collateral Agent for the benefit of the Secured Parties a perfected security interest (to the extent required by the Security Documents and with the priority required by Section 4.17) in such Property (with respect to Property of a type owned by a Loan Party as of the Closing Date to the extent the Collateral Agent Administrative Agent, for the benefit of the Secured Parties, has a perfected first priority security interest in such Property as of the Closing Date)Property, including, including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Collateral Administrative Agent. If For purposes of clarity and notwithstanding any amount in excess provisions of $5,000,000 payable under the Guarantee and Collateral Agreement or in connection with any other Loan Document to the contrary, the Capital Stock of Assisted Living or any of its Unrestricted Subsidiaries shall not be subject to the Collateral security interest of the Administrative Agent and shall be or become evidenced by any Instrument, Certificated Security, Security or Chattel Paper (or, if more than $5,000,000 deemed to be “Excluded Assets” under and as defined in the aggregate payable under or in connection with the Guarantee and Collateral shall become evidenced by Instruments, Certificated Securities, Securities or Chattel Paper), such Instrument, Certificated Security, Security or Chattel Paper shall be promptly delivered to the Collateral Agent indorsed in a manner reasonably satisfactory to the Collateral Agent to be held as Collateral pursuant to this Agreement.

Additional Collateral, etc. (a) With respect to any personal Property (other than Excluded Collateral) located in the United States having a value, individually or in the aggregate, of at least $2,000,000 acquired after the Closing Date by Parent, Holdings, the Borrower or any Loan Party of Parent’s Wholly Owned Subsidiaries (other than (v) any Unrestricted Entity, (w) any interests in Real Property and any personal Property described in paragraph (c) or paragraph (d) of this Section 6.8Section, (x) any Property subject to a Lien expressly permitted by Section 7.3(g) or 7.3(zSections 9.4(b), (h), (i), (l), and (v), (y) Instrumentsany Property (including Capital Stock) acquired by an Excluded Foreign Subsidiary, Certificated Securitiesan Unrestricted Entity or an Immaterial Subsidiary (in each case only if such acquisitions do not result in such Excluded Foreign Subsidiary, Securities and Chattel PaperUnrestricted Entity or Immaterial Subsidiary no longer being an Excluded Foreign Subsidiary or an Immaterial Subsidiary or permitted to be continued as an Unrestricted Entity hereunder), which are referred or that is otherwise excluded from the definition of Collateral pursuant to in the last sentence of this paragraph (a) first proviso therein, and (z) Government Contractsany Property acquired after the date hereof to the extent that the creation of a security interest therein would be prohibited by a Requirement of Law or a Contractual Obligation binding on Parent, deposit accounts Holdings, the Borrower or any Subsidiary that is the owner of such Property (including pursuant to the Partnership Parks Agreements), provided that such Contractual Obligation existed at the time such Property was acquired and securities accounts (the Loan Parties’ obligations with respect to which are contained was not entered into in the Guarantee and Collateral Agreement)anticipation of such acquisition) as to which the Collateral Agent Administrative Agent, for the benefit of the Secured Parties Lenders, does not have a perfected Lien, promptly promptly, and in any event on or prior to 30 days after such acquisition (or such longer period as the Administrative Agent may agree in its reasonable discretion) (i) give notice of such Property to the Collateral Agent and execute and deliver to the Collateral Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as and to the extent required by the Guarantee and Collateral Agreement or as the Administrative Agent reasonably requests deems necessary or advisable to grant to the Collateral Agent Administrative Agent, for the benefit of the Secured Parties Lenders, a security interest in such Property and (ii) take all actions reasonably requested by the Collateral Agent necessary or advisable to grant to the Collateral Agent Administrative Agent, for the benefit of the Secured Parties Lenders, a perfected security interest (to the extent required by the Security Documents and with the first priority required by Section 4.17) in such Property (with respect to Property of a type owned by a Loan Party as of the Closing Date to the extent the Collateral Agent for the benefit of the Secured Parties, has a perfected security interest in such Property as of the Closing Date(subject to Permitted Liens), including, including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Collateral Administrative Agent. If Notwithstanding the foregoing, any amount Loan Party creating or acquiring Intellectual Property shall be required to take the actions required under the Guarantee and Collateral Agreement in excess respect of $5,000,000 payable under or notifications to the Administrative Agent and filings in connection with any of the Collateral shall be or become evidenced by any Instrument, Certificated Security, Security or Chattel Paper (or, if more than $5,000,000 in the aggregate payable under or in connection with the Collateral shall become evidenced by Instruments, Certificated Securities, Securities or Chattel Paper), such Instrument, Certificated Security, Security or Chattel Paper shall be promptly delivered to the Collateral Agent indorsed in a manner reasonably satisfactory to the Collateral Agent to be held as Collateral pursuant to this AgreementIntellectual Property.

Additional Collateral, etc. (a) With Subject to the terms of the Intercreditor Agreement, with respect to any Property (other than Excluded Collateral) located in the United States having a value, individually or in the aggregate, of at least $2,000,000 Collateral acquired after the Closing Date or, in the case of inventory or equipment, any material Collateral moved after the Closing Date by the Borrower or any other Loan Party (other than (w) any interests in Real Property and any Property Collateral described in paragraph paragraphs (b), (c) or paragraph (d) of this Section 6.8, (x) any Property subject to a Lien expressly permitted by Section 7.3(g) or 7.3(z), (y) Instruments, Certificated Securities, Securities and Chattel Paper, which are referred to in the last sentence of this paragraph (a) and (z) Government Contracts, deposit accounts and securities accounts (the Loan Parties’ obligations with respect to which are contained in the Guarantee and Collateral Agreement)Section) as to which the Collateral Agent Agent, for the benefit of the Secured Parties Parties, does not as a result of such acquisition or move have a first priority perfected Liensecurity interest (subject to the Lien priorities set forth in the Intercreditor Agreement and subject to Liens expressly permitted by Section 6.02), promptly (and, in any event, within 20 days following the date of such acquisition) (i) give notice of such Property to the Collateral Agent and execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Collateral Agent reasonably requests Security Documents substantially similar to grant those that are delivered to the Collateral Agent for the benefit of the Secured Parties a security interest in such Property and (ii) take all actions reasonably requested by the Collateral First Lien Agent to grant to the Collateral Agent for the benefit of the Secured Parties a perfected security interest (to the extent required by the Security Documents and with the priority required by Section 4.17) in such Property (with respect to Property of a type owned by a Loan Party as of the Closing Date to the extent the Collateral Agent Agent, for the benefit of the Secured Parties, has a perfected security interest in such Property as Collateral and (ii) promptly following the Administrative Agent’s or the Collateral Agent’s request, take all actions necessary or advisable to grant to, or continue on behalf of, the Collateral Agent, for the benefit of the Closing Date)Secured Parties, includinga perfected first priority security interest (subject to the Lien priorities set forth in the Intercreditor Agreement and subject to Liens expressly permitted by Section 6.02) in such Collateral, without limitation, including the filing of Uniform Commercial Code UCC financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent or the Collateral Agent. If any amount in excess of $5,000,000 payable under or in connection with any of the Collateral shall be or become evidenced by any Instrument, Certificated Security, Security or Chattel Paper (or, if more than $5,000,000 in the aggregate payable under or in connection with the Collateral shall become evidenced by Instruments, Certificated Securities, Securities or Chattel Paper), such Instrument, Certificated Security, Security or Chattel Paper shall be promptly delivered to the Collateral Agent indorsed in a manner reasonably satisfactory to the Collateral Agent to be held as Collateral pursuant to this Agreement.

Additional Collateral, etc. (a) With respect to any Property (other than Excluded Collateral) located in the United States having a value, individually or in the aggregate, of at least $2,000,000 Collateral acquired after the Closing Date by any Loan Party (other than (w) any interests in Real Property and any Property described in paragraph (c) or paragraph (d) of this Section 6.8, (x) any Property subject to a Lien expressly permitted by Section 7.3(g) or 7.3(z), (y) Instruments, Certificated Securities, Securities and Chattel Paper, which are referred to in the last sentence of this paragraph (a) and (z) Government Contracts, deposit accounts and securities accounts (the Loan Parties’ obligations with respect to any property or asset which are contained in becomes Collateral pursuant to the Guarantee and definition thereof after the Closing Date or any Collateral Agreement)) as that ceases to which be an Excluded Perfection Asset after the Collateral Agent for the benefit of the Secured Parties does not have a perfected LienClosing Date, promptly (and, in any event, (A) with respect to any Deposit Account, Securities Account or Commodities Account, within the time period set forth in the second paragraph of Section 5.10 applicable to such Deposit Account, Securities Account or Commodities Account and (B) with respect to any other Collateral or any other property or asset which becomes Collateral, within 20 Business Days (or such later date as the Administrative Agent may agree in its sole discretion) following the date of such acquisition or designation) (i) give notice of such Property to the Collateral Agent and execute and deliver to the Administrative Agent and the Collateral Agent Trustee such amendments to the Guarantee and Collateral Agreement or such other documents Security Documents as the Administrative Agent or the Collateral Agent Trustee, as the case may be, deems necessary or reasonably requests advisable to grant to the Collateral Agent for the benefit of the Secured Parties a security interest in such Property and (ii) take all actions reasonably requested by the Collateral Agent to grant to the Collateral Agent for the benefit of the Secured Parties a perfected security interest (to the extent required by the Security Documents and with the priority required by Section 4.17) in such Property (with respect to Property of a type owned by a Loan Party as of the Closing Date to the extent the Collateral Agent Trustee, for the benefit of the Secured Parties, has a perfected security interest in such Property as Collateral and (ii) take all actions necessary or reasonably requested by the Administrative Agent to grant to the Collateral Trustee, for the benefit of the Closing DateSecured Parties, a perfected (subject to the limitations set forth in Section 3.19) first priority security interest in such Collateral (other than any Excluded Perfection Assets and, except with respect to Pledged Securities in the possession of the Collateral Trustee, subject to Permitted Liens, and in respect of Pledged Securities in the possession of the Collateral Trustee, the Permitted Liens set forth in clause (g) of the definition thereof), including, without limitation, including the filing of Uniform Commercial Code UCC financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent or the Collateral AgentTrustee (it being understood and agreed 110 US-DOCS\104110541.24 that no Control Agreements shall be required pursuant to this Section 5.09(a) in respect of any Counterparty Accounts). If any amount in excess of $5,000,000 payable under Notwithstanding anything set forth herein or in connection any other Loan Document to the contrary, this Section 5.09(a) shall not apply to Intellectual Property Collateral acquired after the Closing Date or with respect to any property or asset which becomes Intellectual Property Collateral pursuant to the definition of Collateral after the Closing Date (it being agreed and understood that such Intellectual Property Collateral shall be or become evidenced by any Instrument, Certificated Security, Security or Chattel Paper (or, if more than $5,000,000 in the aggregate payable under or in connection with the Collateral shall become evidenced by Instruments, Certificated Securities, Securities or Chattel Paper), such Instrument, Certificated Security, Security or Chattel Paper shall be promptly delivered subject to the applicable provisions of the Guarantee and Collateral Agent indorsed in a manner reasonably satisfactory to the Collateral Agent to be held as Collateral pursuant to this Agreement).