Common use of Additional Collateral, etc Clause in Contracts

Additional Collateral, etc. (a) With respect to any property acquired after the Funds Availability Date by any Loan Party (other than Excluded Assets, Excluded Perfection Assets and any property described in paragraph (b), (c) or (d) below) as to which the Collateral Agent, for the benefit of the Senior Secured Parties, does not have a perfected Lien, promptly (and, in any event within 20 Business Days following the date of such acquisition) (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Collateral Agent deems necessary or reasonably advisable to grant to the Collateral Agent, for the benefit of the Senior Secured Parties, a security interest in such property and (ii) take all actions necessary or reasonably advisable to grant to the Collateral Agent, for the benefit of the Senior Secured Parties, a perfected first priority security interest in such property (subject, in the case of property not constituting Pledged Securities, to Permitted Liens, and in the case of Pledged Securities, to Liens permitted by Section 6.02(e)), 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. (b) With respect to any fee interest in any real property or any lease consisting of real property acquired or leased after the Funds Availability Date by any Loan Party (other than any Excluded Assets and Excluded Perfection Assets) within ninety (90) days after the acquisition or leasing thereof (i) execute and deliver a first priority Mortgage (subject only to Liens permitted by clauses (a), (f) and (g) of Section 6.02) or where appropriate under the circumstances, an amendment to an existing Mortgage, in each case in favor of the Collateral Agent, for the benefit of the Senior Secured Parties, covering such real property, (ii) if requested by the Administrative Agent, provide the Senior Secured Parties with (x) either (1) (A) title insurance covering such real property in an amount at least equal to the purchase price of such real property (or such other amount as shall be reasonably specified by the Administrative Agent) in form and substance reasonably satisfactory to the Administrative Agent; and (B) a current ALTA survey thereof, complying with the requirements set forth in Schedule 5.10(b) together with a surveyor’s certificate (only with respect to (i) any power plant, (ii) any improved real property, and (iii) any other real property for which an ALTA survey was obtained when such property was acquired. Notwithstanding the foregoing, such Loan Party shall obtain or cause to be obtained an ALTA survey complying with the requirements set forth in Schedule 5.10(b) together with a surveyor’s certificate for any real property that becomes Collateral pursuant to this section to the extent that the title company will not remove the survey exception (or endorse over such exception) without an ALTA survey) or (2) where an amendment to an existing Mortgage has been delivered pursuant to clause (i) instead of a Mortgage, an endorsement to the existing title policy adding such property as an insured parcel, or a new title policy if the requirements in the state in which the real property is located do not allow for such an endorsement, and (y) any consents or estoppels reasonably deemed necessary or advisable by the Administrative Agent or the Collateral Agent in connection with such Mortgage or Mortgage amendment (to the extent obtainable using commercially reasonable efforts), each of the foregoing in form and substance reasonably satisfactory to the Collateral Agent, (iii) if requested by the Administrative Agent, 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, (iv) if requested by the Administrative Agent or the Collateral Agent, deliver to the Administrative Agent and the Collateral Agent a current appraisal of such real property or other valuation of such Loan Party’s interest therein in a form and by an appraiser reasonably acceptable to the Administrative Agent, (v) deliver to the Administrative Agent and the Collateral Agent a SFHDF with respect to such real property and, to the extent that the SFHDF indicates that such real property is in a Special Flood Hazard Area as designated by the Federal Emergency Management Agency, proof that adequate flood insurance, as required under the National Flood Insurance Program, has been obtained with respect to such real property and (vi) deliver evidence of zoning compliance satisfactory to the Collateral Agent or Administrative Agent. (c) With respect to (i) any new Subsidiary (other than an Excluded Subsidiary) created or acquired by the Borrower or any of the Restricted Subsidiaries or (ii) any domestic Immaterial Subsidiary or domestic Unrestricted Subsidiary that is designated as a Restricted Subsidiary in accordance with Section 6.11, in each case, after the Funds Availability Date, within twenty (20) days of such creation, acquisition or designation the Borrower or the applicable Restricted Subsidiary shall (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent and the Collateral Agent deem necessary or reasonably advisable to grant to the Collateral Agent, for the benefit of the Senior Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by any Loan Party (subject only to the Liens permitted by clause (e) of Section 6.02), (ii) deliver to the Collateral Agent any certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Restricted Subsidiary, (iii) cause such Subsidiary that is a wholly-owned Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, and (B) to take such actions necessary or advisable to grant to the Collateral Agent for the benefit of the Senior Secured Parties a perfected first priority security interest (subject, in the case of property not constituting Pledged Securities, to Permitted Liens, and in the case of Pledged Securities, to Liens permitted by Section 6.02(e)) in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by Applicable Law or as may be reasonably requested by the Administrative Agent and (iv) if requested by the Administrative Agent, 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. (d) With respect to (i) any Foreign Subsidiary created or acquired after the Funds Availability Date and directly owned by any Loan Party or (ii) any foreign Immaterial Subsidiary or foreign Unrestricted Subsidiary that is designated as a Restricted Subsidiary in accordance with Section 6.11 and directly owned by any Loan Party, in each case, after the Funds Availability Date , promptly (and, in any event, within 30 days of the creation or acquisition thereof) (A) execute and deliver to the Administrative Agent and the Collateral Agent (x) such amendments to the Guarantee and Collateral Agreement as the Collateral Agent deems necessary or reasonably advisable and/or (y) a Foreign Pledge Agreement, in each case to grant to the Collateral Agent, for the benefit of the Senior Secured Parties, a perfected first priority security interest in the Capital Stock of such Foreign Subsidiary that is owned by any such Loan Party (subject only to the Liens permitted by clause (e) of Section 6.02 and provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such Foreign Subsidiary be required to be so pledged), (B) if commercially reasonable, deliver to the Collateral Agent the certificates representing such Capital Stock, together with undated stock power, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Collateral Agent’s security interest therein, and (C) if requested by the Administrative Agent, 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.

Additional Collateral, etc. (a) With respect to any property Property acquired after the Funds Availability Closing Date by the Company or any Loan Party Subsidiary Guarantor (other than Excluded Assets, Excluded Perfection Assets and (w) any interest in real property or any Property described in paragraph (b)) of this Section 6.08, (cx) any Property subject to a Lien permitted by Section 7.03(g) or (dy) belowProperty acquired by an Excluded Subsidiary) as to which the Collateral Agent, for the benefit of the Senior Secured Parties, does not have a perfected Lien, promptly (and, in any event within 20 Business Days following the date of such acquisition) (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement or and such other documents (including intellectual property security agreements) as the Collateral Agent reasonably deems necessary or reasonably advisable to grant to the Collateral Agent, for the benefit of the Senior Secured Parties, a security interest in such property Property (to the extent such Property is of a type that would constitute Collateral as described in the Guarantee and Collateral Agreement) and (ii) take all actions reasonably necessary or reasonably advisable to grant to the Collateral Agent, for the benefit of the Senior Secured Parties, a perfected first priority security interest in such property (subject, except in the case of property not constituting Pledged Securities, to Permitted Liens, and in the case pledge of Pledged SecuritiesCapital Stock of any Subsidiary, to Liens permitted by Section 6.02(e)7.03) in such Property (to the extent required by the Guarantee and Collateral Agreement), 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. (b) With respect to any fee simple interest in any real property having a value (together with improvements thereof) of at least $5,000,000 acquired after the Closing Date by the Company or any lease consisting Subsidiary Guarantor (or owned by any Person that becomes a Subsidiary Guarantor), the Company shall notify the Collateral Agent and the Co-Collateral Agent promptly after the Borrower obtains knowledge thereof, to permit the Collateral Agent and the Co-Collateral Agent to comply with the Flood Insurance Laws, and within 90 days following the date of such acquisition of such real property acquired or leased after the Funds Availability Date date on which such Person becomes a Subsidiary Guarantor (or such longer period as the Collateral Agent and the Co-Collateral Agent shall reasonably agree or as may be reasonably required to permit completion of flood insurance diligence by any Loan Party (other than any Excluded Assets the Collateral Agent and Excluded Perfection Assets) within ninety (90) days after the acquisition or leasing thereof Co-Collateral Agent), (i) execute and deliver a first priority Mortgage (subject only to Liens permitted by clauses (a), (f) and (g) of Section 6.02) or where appropriate under the circumstances, an amendment to an existing Mortgage, in each case in favor of the Collateral Agent, for the benefit of the Senior Secured Parties, covering such real property, (ii) if requested by the Administrative Collateral Agent, provide deliver to the Senior Secured Parties with (x) either (1) Collateral Agent (A) a lender’s 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) policy, in form and substance reasonably satisfactory acceptable to the Administrative Collateral Agent; and , insuring such Mortgage as a first lien on such Mortgaged Property (subject only to Liens permitted by Section 7.03), (B) an American Land Title Association/American Congress of Surveying and Mapping (ALTA/ACSM) form of survey by a current ALTA survey thereof, complying with the requirements set forth in Schedule 5.10(b) together with a surveyor’s certificate (only with respect to (i) any power plant, (ii) any improved real property, duly registered and (iii) any other real property licensed land surveyor for which an ALTA survey was obtained when such property was acquired. Notwithstanding the foregoing, such Loan Party shall obtain or cause to be obtained an ALTA survey complying with the requirements set forth in Schedule 5.10(b) together with all necessary fees have been paid dated a surveyor’s certificate for any real property that becomes Collateral pursuant to this section date reasonably acceptable to the extent that Collateral Agent, certified to the Collateral Agent and the title company will not remove the survey exception (or endorse over such exception) without an ALTA survey) or (2) where an amendment to an existing Mortgage has been delivered pursuant to clause (i) instead of in a Mortgage, an endorsement to the existing title policy adding such property as an insured parcel, or a new title policy if the requirements in the state in which the real property is located do not allow for such an endorsement, and (y) any consents or estoppels reasonably deemed necessary or advisable by the Administrative Agent or the Collateral Agent in connection with such Mortgage or Mortgage amendment (to the extent obtainable using commercially reasonable efforts), each of the foregoing in form and substance manner reasonably satisfactory to the Collateral Agent, (iiiC) if requested by the Administrative Agent, deliver to the Administrative Agent and the Collateral Agent legal opinions relating to the matters described aboveextent required by Financial Institutions Reform, which opinions shall be in form and substanceRecovery, and from counselEnforcement Act of 1989, Pub.L. 101-73, ▇▇▇ ▇▇▇▇. ▇▇▇, enacted August 9, 1989, or any other applicable law, an appraisal, and (D) an opinion of local counsel reasonably satisfactory to the Administrative Collateral Agent. No later than 30 days (or such later date as the Collateral Agent or Co-Collateral Agent shall reasonably agree) prior to the date on which a Mortgage is executed and delivered pursuant to this Section 6.08(b), in order to comply with the Flood Laws, the Collateral Agent and the Co-Collateral AgentAgent shall have received the following documents (collectively, the “Flood Documents”), in form and substance reasonably satisfactory thereto: (1) a completed standard “life of loan” flood hazard determination form (a “Flood Determination Form”), (iv2) if requested by the Administrative Agent or the Collateral Agent, deliver improvement(s) to the Administrative Agent and the Collateral Agent a current appraisal of such real property or other valuation of such Loan Party’s interest therein in a form and by an appraiser reasonably acceptable to the Administrative Agent, (v) deliver to the Administrative Agent and the Collateral Agent a SFHDF with respect to such real property and, to the extent that the SFHDF indicates that such applicable improved real property is located in a Special Flood Hazard Area as designated by special flood hazard area, a notification to the Federal Emergency Management Agency, proof Company (“Company Notice”) and (if applicable) notification to the Company that adequate flood insurance, as required insurance coverage under the National Flood Insurance ProgramProgram (“NFIP”) is not available because the community does not participate in the NFIP, has been obtained with respect to such real property (3) documentation evidencing the Company’s receipt of the Company Notice (e.g., countersigned Company Notice, return receipt of certified U.S. Mail, or overnight delivery), and (vi4) deliver if the Company Notice is required to be given and flood insurance is available in the community in which the property is located, evidence of zoning compliance flood insurance reasonably satisfactory to the Collateral Agent and the Co-Collateral Agent (any of the foregoing being “Evidence of Flood Insurance”). Notwithstanding anything to the contrary contained herein, if either the Collateral Agent or Administrative the Co-Collateral Agent are unable or fail to complete flood insurance diligence to its reasonable satisfaction so as to permit the Company or any Subsidiary Guarantor to deliver a Mortgage as required by this Section 6.08(b), then so long as the Company or such Subsidiary Guarantor otherwise has complied with this Section 6.08(b), the Company or such Subsidiary Guarantor shall have no obligation hereunder to deliver such Mortgage (and no Event of Default shall be deemed to arise from the Company’s or such Subsidiary Guarantor’s failure to deliver such Mortgage) unless and until both the Collateral Agent and the Co-Collateral Agent completes such flood insurance diligence to their reasonable satisfaction (after which the Company or such Subsidiary Guarantor shall have a period of 30 additional days following written notification thereof to execute and deliver such Mortgage). If at any time while this Agreement is in effect Bank of America, N.A. ceases to be a Lender, then there shall no longer be a Co-Collateral Agent hereunder, and all consent or approval rights of Co-Collateral Agent contained in this Agreement (including, without limitation, in Section 6.05 and this Section 6.08(b)) shall be deemed to be satisfied by the consent or approval of the Collateral Agent; provided, however, that at any time thereafter, the Required Lenders may elect to designate and appoint a successor Co-Collateral Agent, which successor Co-Collateral Agent shall be (i) a Lender, (ii) a bank with an office in New York, New York, or an Affiliate of any such bank, and (iii) reasonably satisfactory to the Company, in which event such successor Co-Collateral Agent shall become vested with all the rights, powers, privileges and duties of the Co-Collateral Agent hereunder. (c) With respect to (i) any new Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date (which, for the purposes of this paragraph, shall include any existing Subsidiary that ceases to be an Excluded Subsidiary), by the Borrower Company or any of the its Restricted Subsidiaries or (ii) any domestic Immaterial Subsidiary or domestic Unrestricted Subsidiary that is designated as a Restricted Subsidiary in accordance with Section 6.11, in each case, after the Funds Availability Dateother than by an Excluded Subsidiary), within twenty (20) 45 days following the date of such creationcreation or acquisition (or such longer period as the Collateral Agent shall reasonably agree), acquisition or designation the Borrower or the applicable Restricted Subsidiary shall (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent and the Collateral Agent deem deems necessary or reasonably advisable to grant to the Collateral Agent, for the benefit of the Senior Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by the Company or any Loan Party Subsidiary Guarantor (subject only to the Liens permitted by clause (e) extent such Capital Stock is of Section 6.02a type that would constitute Collateral as described in the Guarantee and Collateral Agreement), (ii) deliver to the Collateral Agent any the certificates representing such Capital StockStock (to the extent such Capital Stock is of a type that would constitute Collateral as described in the Guarantee and Collateral Agreement), together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower Company or such Restricted SubsidiarySubsidiary Guarantor, as the case may be and (iii) cause such Subsidiary that is a wholly-owned new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, Agreement and (B) to take such actions necessary or advisable to grant to the Collateral Agent for the benefit of the Senior Secured Parties a perfected first priority security interest (subject, except in the case of property not constituting Pledged Securities, to Permitted Liens, and in the case pledge of Pledged Securitiesany Capital Stock of any Subsidiary, to Liens permitted by Section 6.02(e)7.03) in the Collateral described in the Guarantee and Collateral Agreement with respect to such new SubsidiarySubsidiary to the extent required by the Guarantee and Collateral Agreement, including including, without limitation, the filing of Uniform Commercial Code financing statements and intellectual property security agreements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by Applicable Law or as may be law and if reasonably requested by the Administrative Agent and (iv) if requested by the Administrative Collateral Agent, with respect to any Subsidiary other than an Immaterial Subsidiary, deliver to the Administrative Agent and the Collateral Agent customary 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. (d) With respect The Co-Collateral Agent shall not have any duties or obligations except those expressly set forth in Section 6.05 and Section 6.08. Without limiting the generality of the foregoing, the Co-Collateral Agent is not subject to (i) any Foreign Subsidiary created fiduciary or acquired after the Funds Availability Date and directly owned by other implied duties, nor has any Loan Party duty or (ii) obligation to any foreign Immaterial Subsidiary Lender or foreign Unrestricted Subsidiary that is designated participant or any other Person as a Restricted Subsidiary in accordance with Section 6.11 and directly owned by any Loan Party, in each case, after the Funds Availability Date , promptly (and, in any event, within 30 days result of the creation or acquisition thereof) (A) execute and deliver to the Administrative Agent and the Collateral Agent (x) such amendments to the Guarantee and Collateral Agreement as the Collateral Agent deems necessary or reasonably advisable and/or (y) a Foreign Pledge Agreement, in each case to grant to the Collateral Agent, for the benefit of the Senior Secured Parties, a perfected first priority security interest in the Capital Stock of such Foreign Subsidiary that is owned by any such Loan Party (subject only to the Liens permitted by clause (e) of Section 6.02 and provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such Foreign Subsidiary be required to be so pledged), (B) if commercially reasonable, deliver to the Collateral Agent the certificates representing such Capital Stock, together with undated stock power, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Co-Collateral Agent’s security interest therein, rights under Section 6.05 and (C) if requested by the Administrative Agent, 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 AgentSection 6.08.

Additional Collateral, etc. (a) With Subject to and consistent with the Security and Guarantee Principles, with respect to any property (to the extent included in the definition of Collateral) acquired at any time after the Funds Availability Closing Date by any Loan Party (other than Excluded Assets, Excluded Perfection Assets and any property described in paragraph (b), (c) or (d) below) as to which the Collateral Agent, for the benefit of the Senior Secured Parties, does not have a perfected Lien, promptly within thirty (and, in any event within 20 Business Days following the date 30) days of such acquisitionacquisition (or ninety (90) days in the case of an acquisition by a Foreign Subsidiary that is a Loan Party), or such longer period as agreed to by the Collateral Agent in its sole discretion, (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments or supplements to the Guarantee and Collateral Agreement applicable Security Documents or such other documents as the Collateral Agent reasonably deems necessary to grant to the Collateral Agent, for the benefit of the Secured Parties, a valid and enforceable first priority security interest in such property and (ii) take all actions reasonably necessary or reasonably advisable to grant to the Collateral Agent, for the benefit of the Senior Secured Parties, a perfected first priority security interest (subject to Liens permitted hereunder) in such property property, including the filing of UCC financing statements in such jurisdictions as may be required by the Security Agreement or by other applicable law or as may reasonably be requested by the Collateral Agent. (b) Subject to and consistent with the Security and Guarantee Principles, with respect to any interest in any Real Property (excluding any Leaseholds) having a fair market value (together with improvements thereof) of at least $5,000,000 acquired after the Closing Date by any Loan Party, within ninety (90) days (or such longer period as agreed to by the Collateral Agent in its sole discretion) of the acquisition of such interest, (i) execute and deliver a Mortgage, in favor of the Collateral Agent, for the benefit of the Secured Parties, covering such interest in Real Property, along with a corresponding UCC fixture filing for filing in the applicable jurisdiction, each in form and substance reasonably satisfactory to the Collateral Agent, as may be necessary to create a valid, perfected first and subsisting Lien, subject to liens permitted under Section 9.3, against such Real Property, (ii) take all actions provide the Lenders with title and extended coverage insurance covering such interest in Real Property in an amount at least equal to the fair market value of such Real Property (or such lesser amount as shall be specified by the Collateral Agent) together with title endorsements reasonably requested by the Collateral Agent, (iii) provide the Lenders with an ALTA survey thereof (or an existing survey accompanied, if necessary, by a “no-change” affidavit and/or other documents if same is/are sufficient for the title insurer to issue survey coverage in the applicable title policy, remove therefrom the standard survey exceptions, and issue the endorsements required pursuant to subsection (ii) above), together with a surveyor’s certification, (iv) such affidavits, certificates, instruments of indemnification and other items (including a so-called “gap” indemnification) as shall be reasonably required to induce the title insurer to issue the applicable title policy and endorsements referenced in clause (ii) above, (v) deliver to the Collateral Agent legal opinions in form and substance reasonably satisfactory to the Collateral Agent and covering such matters as the Collateral Agent may reasonably request, including, without limitation, the enforceability, due authorization, execution and delivery of the applicable Mortgage, (vi) deliver to the Collateral Agent a “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each parcel of Real Property (together with notice about special flood hazard area status and flood disaster assistance, duly executed by the applicable Loan Party entering into the applicable Mortgage), and in the event any such Real Property or a portion thereof is located within an area designated by the Director of the Federal Emergency Management Agency to be a “special flood hazard area” and as required by applicable law, evidence of a flood insurance policy for such Real Property or the applicable portion thereof; and (vii) such other information, documentation (including, but not limited to, appraisals, environmental reports, and to the extent applicable, using commercially reasonable efforts, subordination agreements), certifications, in each case, as may be reasonably required by the Collateral Agent or necessary in order to create a valid, perfected first and subsisting Lien subject to liens permitted under Section 9.3 against the Real Property covered by the applicable Mortgage. (c) Subject to and consistent with the Security and Guarantee Principles, with respect to any new Subsidiary Guarantor created or acquired after the Closing Date by any Loan Party, within thirty (30) days of such creation or acquisition (or ninety (90) days in the case of a Subsidiary Guarantor that is a Foreign Subsidiary), or such longer period as agreed to by the Collateral Agent in its sole discretion, (i) execute and deliver to the Collateral Agent such amendments to this Agreement and the Security Documents and such comparable documentation or other Security Documents as the Collateral Agent deems reasonably necessary or reasonably advisable to grant to the Collateral Agent, for the benefit of the Senior Secured Parties, a perfected first priority security interest in such property (subject, in the case of property not constituting Pledged Securities, to Permitted Liens, and in the case of Pledged Securities, to Liens permitted by Section 6.02(e)), 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. (b) With respect to any fee interest in any real property or any lease consisting of real property acquired or leased after the Funds Availability Date by any Loan Party (other than any Excluded Assets and Excluded Perfection Assets) within ninety (90) days after the acquisition or leasing thereof (i) execute and deliver a first priority Mortgage (subject only to Liens permitted by clauses (a), (f) and (g) of Section 6.02) or where appropriate under the circumstances, an amendment to an existing Mortgage, in each case in favor of the Collateral Agent, for the benefit of the Senior Secured Parties, covering such real property, (ii) if requested by the Administrative Agent, provide the Senior Secured Parties with (x) either (1) (A) title insurance covering such real property in an amount at least equal to the purchase price of such real property (or such other amount as shall be reasonably specified by the Administrative Agent) in form and substance reasonably satisfactory to the Administrative Agent; and (B) a current ALTA survey thereof, complying with the requirements set forth in Schedule 5.10(b) together with a surveyor’s certificate (only with respect to (i) any power plant, (ii) any improved real property, and (iii) any other real property for which an ALTA survey was obtained when such property was acquired. Notwithstanding the foregoing, such Loan Party shall obtain or cause to be obtained an ALTA survey complying with the requirements set forth in Schedule 5.10(b) together with a surveyor’s certificate for any real property that becomes Collateral pursuant to this section to the extent that the title company will not remove the survey exception (or endorse over such exception) without an ALTA survey) or (2) where an amendment to an existing Mortgage has been delivered pursuant to clause (i) instead of a Mortgage, an endorsement to the existing title policy adding such property as an insured parcel, or a new title policy if the requirements in the state in which the real property is located do not allow for such an endorsement, and (y) any consents or estoppels reasonably deemed necessary or advisable by the Administrative Agent or the Collateral Agent in connection with such Mortgage or Mortgage amendment (to the extent obtainable using commercially reasonable efforts), each of the foregoing in form and substance reasonably satisfactory to the Collateral Agent, (iii) if requested by the Administrative Agent, 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, (iv) if requested by the Administrative Agent or the Collateral Agent, deliver to the Administrative Agent and the Collateral Agent a current appraisal of such real property or other valuation of such Loan Party’s interest therein in a form and by an appraiser reasonably acceptable to the Administrative Agent, (v) deliver to the Administrative Agent and the Collateral Agent a SFHDF with respect to such real property and, to the extent that the SFHDF indicates that such real property is in a Special Flood Hazard Area as designated by the Federal Emergency Management Agency, proof that adequate flood insurance, as required under the National Flood Insurance Program, has been obtained with respect to such real property and (vi) deliver evidence of zoning compliance satisfactory to the Collateral Agent or Administrative Agent. (c) With respect to (i) any new Subsidiary (other than an Excluded Subsidiary) created or acquired by the Borrower or any of the Restricted Subsidiaries or (ii) any domestic Immaterial Subsidiary or domestic Unrestricted Subsidiary that is designated as a Restricted Subsidiary in accordance with Section 6.11, in each case, after the Funds Availability Date, within twenty (20) days of such creation, acquisition or designation the Borrower or the applicable Restricted Subsidiary shall (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent and the Collateral Agent deem necessary or reasonably advisable to grant to the Collateral Agent, for the benefit of the Senior Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary Guarantor that is owned by any Loan Party (subject only to the Liens permitted by clause (e) of Section 6.02)Party, (ii) deliver to the Collateral Agent the certificates representing such Capital Stock (if any), together with undated stock powers, in blank, executed and delivered by a duly Authorized Officer of the relevant Loan Party (iii) cause such new Subsidiary Guarantor (a) to execute and deliver to the Collateral Agent (x) a Guarantor Joinder Agreement or such comparable documentation requested by the Collateral Agent to become a Subsidiary Guarantor and guarantee the Obligations, (y) a joinder agreement to the Security Agreement, substantially in the form annexed thereto, or such comparable documentation or other Security Documents requested by the Collateral Agent, as applicable, (b) to take such actions reasonably necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the assets (other than Excluded Assets) of such new Subsidiary Guarantor, including the filing of UCC financing statements in such jurisdictions as may be required by the Security Agreement or comparable documentation or by other applicable law or as may be requested by the Collateral Agent and (c) to deliver to the Collateral Agent (i) a certificate of such Subsidiary Guarantor, substantially in the form of Exhibit M, with appropriate insertions and attachments and (ii) if reasonably requested by the Collateral Agent, a legal opinion from counsel to such new Subsidiary Guarantor in form and substance satisfactory to the Collateral Agent and (iv) if such new Subsidiary Guarantor owns real property with a fair market value of at least $5,000,000, within ninety (90) days of such party becoming a Subsidiary Guarantor (or such longer period as agreed to by the Collateral Agent in its sole discretion), deliver the documents required pursuant to Section 8.8(b) hereof. (d) Subject to and consistent with the Security and Guarantee Principles, with respect to any new Restricted Subsidiary which is an Excluded Foreign Subsidiary described in clause (i) of the definition of Excluded Foreign Subsidiary (other than an Immaterial Subsidiary) created or acquired after the Closing Date by any Loan Party, within ninety (90) days of such creation or acquisition, (i) execute and deliver to the Collateral Agent such Security Documents or amendments thereto as the Collateral Agent reasonably deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest (subject to Liens permitted hereunder) in the Capital Stock of such entity; provided that not more than 65% of the total outstanding Capital Stock of any such Excluded Foreign Subsidiary shall be pledged, (ii) deliver to the Collateral Agent the certificates (if any) representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer Authorized Officer of the Borrower or such Restricted Subsidiary, relevant Loan Party and (iii) cause such Subsidiary that is a wholly-owned Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, and (B) to take such actions necessary or advisable to grant to the Collateral Agent for the benefit of the Senior Secured Parties a perfected first priority security interest (subject, in the case of property not constituting Pledged Securities, to Permitted Liens, and in the case of Pledged Securities, to Liens permitted by Section 6.02(e)) in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by Applicable Law or as may be if reasonably requested by the Administrative Agent and (iv) if requested by the Administrative Collateral Agent, 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, substance reasonably satisfactory to the Administrative Collateral Agent and covering such matters as the Collateral AgentAgent may request. (de) With respect to (i) any Foreign new Non-Guarantor Subsidiary created or acquired after the Funds Availability Closing Date and directly owned by any Loan Party (but excluding any Excluded Foreign Subsidiary and any Non-Guarantor Subsidiary to the extent a pledge of the Capital Stock of such entity is prohibited by its Organizational Documents or (ii) requires the consent of any foreign Immaterial Subsidiary or foreign Unrestricted Subsidiary that is designated as a Restricted Subsidiary in accordance with Section 6.11 and directly owned by any Loan Party, in each case, after the Funds Availability Date , promptly (and, in any eventPerson party thereto), within 30 thirty (30) days of the such creation or acquisition thereof) (Aor such longer period as agreed to by the Collateral Agent in its sole discretion), (i) execute and deliver to the Administrative Agent and the Collateral Agent (x) such Security Documents or amendments to the Guarantee and Collateral Agreement thereto as the Collateral Agent deems necessary or reasonably advisable and/or (y) a Foreign Pledge Agreement, in each case to grant to the Collateral Agent, for the benefit of the Senior Secured Parties, a perfected first priority security interest (subject to Liens permitted hereunder) in the Capital Stock of such Foreign Non-Guarantor Subsidiary that is owned by any such Loan Party (subject only to the Liens permitted by clause (e) of Section 6.02 and provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such Foreign Subsidiary be required to be so pledged)Party, (Bii) if commercially reasonable, deliver to the Collateral Agent the certificates representing such Capital StockStock (if any), together with undated stock powerpowers, in blank, executed and delivered by a duly authorized officer Authorized Officer of the relevant Loan Party, and take (iii) cause such other action as may be necessary ornew Subsidiary Guarantor to deliver to the Collateral Agent a certificate of such Subsidiary Guarantor, substantially in the opinion form of Exhibit M, with appropriate insertions and attachments (including modifications based on the Administrative Agent, desirable to perfect the Collateral Agent’s security interest thereinSecurity and Guarantee Principles), and (Civ) if reasonably requested by the Administrative Collateral Agent, 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, substance reasonably satisfactory to the Administrative Collateral Agent and covering such matters as the Collateral AgentAgent may request.

Additional Collateral, etc. (a) With respect to any property acquired after the Funds Availability Closing Date by the Borrower or any Loan Party Subsidiary Guarantor (other than Excluded Assets, Excluded Perfection Assets and (w) any property described in paragraph (b) or (c) below), (cx) or any property constituting Excluded Assets and (dy) belowany property subject to a Lien expressly permitted by Section 7.3(g) as to which the Collateral Agent, for the benefit of the Senior Secured Parties, does not have a perfected Lien, ) promptly (and, in any event within 20 Business Days following the date of such acquisition) (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent or the Collateral Agent deems necessary or reasonably advisable to grant to the Collateral Agent, for the benefit of the Senior Secured Parties, a security interest in such property property, and (ii) take all actions necessary or reasonably advisable to grant to the Collateral Agent, for the benefit of the Senior Secured Parties, a perfected first priority security interest in such property (subject, in the case of property not constituting Pledged Securities, subject to Permitted Liens, and in the case of Pledged Securities, to Liens permitted by Section 6.02(e)), including the entering into of account control agreements (to the extent required by Section 6.17), 90 ▇▇▇▇▇ Wind – Credit Agreement 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 Administrative Agent or the Collateral Agent; provided that the actions contemplated by clause (ii) shall not be required in respect of any such property if perfection of the security interest in such property requires more than the entering into of account control agreements (to the extent required by Section 6.17) and the filing of Uniform Commercial Code financing statements or delivery of Collateral that can be perfected by possession unless the value, in the reasonable opinion of the Borrower, of such property, individually or in the aggregate, is equal to $1,500,000 or more. (b) With respect to any fee or leased interest in any real property (together with improvements thereof) that has a value, in the reasonable opinion of the Borrower, in excess of $1,500,000 acquired after the Closing Date by the Borrower or any lease consisting of real property acquired or leased after the Funds Availability Date by any Loan Party Subsidiary Guarantor (other than any (x) property constituting Excluded Assets and Excluded Perfection Assets(y) within ninety (90) days after the acquisition or leasing thereof any such real property subject to a Lien expressly permitted by Section 7.3(g)), promptly (i) execute and deliver a first priority Mortgage mortgage or deed of trust, as applicable (subject only or amendments to Liens permitted by clauses (a), (f) and (g) of Section 6.02) or where appropriate under the circumstances, an amendment to an existing Mortgage, in each case ) in favor of the Collateral Agent, for the benefit of the Senior Secured Parties, covering such real propertyproperty (subject to Permitted Liens), and (ii) if requested by the Administrative Agent, provide the Senior Secured Parties with (x) either (1) (A) title insurance covering such real property in an amount at least equal to the purchase price of such real property (or such other amount as shall be reasonably specified by the Administrative Agent) in form and substance reasonably satisfactory to the Administrative Agent; and (B) a current ALTA survey thereof, complying with the requirements set forth in Schedule 5.10(b) together with a surveyor’s certificate (only with respect to (i) any power plant, (ii) any improved real property, and (iii) any other real property for which an ALTA survey was obtained when such property was acquired. Notwithstanding the foregoing, such Loan Party shall obtain or cause to be obtained an ALTA survey complying with the requirements set forth in Schedule 5.10(b) together with a surveyor’s certificate for any real property that becomes Collateral pursuant to this section to the extent that the title company will not remove the survey exception (or endorse over such exception) without an ALTA survey) or (2) where an amendment to an existing Mortgage has been delivered pursuant to clause (i) instead of a Mortgage, an endorsement to the existing title policy adding such property as an insured parcel, or a new title policy if the requirements in the state in which the real property is located do not allow for such an endorsement, and (y) any consents or estoppels reasonably deemed necessary or advisable by the Administrative Agent or the Collateral Agent in connection with such Mortgage or Mortgage amendment (to the extent obtainable using commercially reasonable efforts), each of the foregoing in form and substance reasonably satisfactory to the Collateral Agent, (iii) if requested by the Administrative Agent, 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, (iv) if requested by the Administrative Agent or the Collateral Agent, deliver to provide the Administrative Agent Secured Parties with title insurance, surveys, consents, estoppels, flood “life of loan” certifications and the Collateral Agent a current appraisal proof of such real property or other valuation of such Loan Party’s interest therein flood insurance (if applicable) and legal opinions, in a form and by an appraiser reasonably acceptable to the Administrative Agent, (v) deliver to the Administrative Agent and the Collateral Agent a SFHDF each case with respect to such real property andproperty, to in form and scope substantially consistent with the extent that corresponding documentation delivered on the SFHDF indicates that such real property is in a Special Flood Hazard Area as designated by the Federal Emergency Management Agency, proof that adequate flood insurance, as required under the National Flood Insurance Program, has been obtained with respect to such real property and (vi) deliver evidence of zoning compliance satisfactory to the Collateral Agent or Administrative AgentClosing Date. (c) With respect to (i) any new Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by the Borrower or any of the Restricted Subsidiaries or (ii) any domestic Immaterial Subsidiary or domestic Unrestricted Subsidiary that is designated as a Restricted Subsidiary Guarantor in accordance with Section 6.117.17(b), in each case, after the Funds Availability Date, within twenty (20) days of such creation, acquisition or designation the Borrower or the applicable Restricted Subsidiary shall promptly (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent and or the Collateral Agent deem deems necessary or reasonably advisable to grant to the Collateral Agent, for the benefit of the Senior Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by any Loan Party (subject only to the Liens permitted by clause (e) of Section 6.02)Subsidiary, (ii) deliver take such steps as are necessary to give the Collateral Agent any certificates representing such “control” (as defined in the Uniform Commercial Code) of the Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Restricted Subsidiary, (iii) cause such Subsidiary that is a wholly-owned new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, the Intercreditor Agreement and the Depositary Agreement, (B) to take such actions as are necessary or advisable to grant to the Collateral Agent Agent, for the benefit of the Senior Secured Parties Parties, a perfected first priority security interest (subject, in the case of property not constituting Pledged Securities, to Permitted Liens, and in the case of Pledged Securities, to Liens permitted by Section 6.02(e)) in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary, including the entering into of account control agreements (to the extent required by Section 6.17) and the filing of Uniform 91 ▇▇▇▇▇ Wind – Credit Agreement Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by Applicable Law law or as may be reasonably requested by the Administrative Agent or the Collateral Agent (provided, that the actions contemplated by clause (B) shall not be required in respect of any property of any such new Subsidiary if perfection of the security interest in such property requires more than the entering into of account control agreements (to the extent required by Section 6.17) and the filing of Uniform Commercial Code financing statements or delivery of Collateral that can be perfected by possession unless the value, in the reasonable opinion of the Borrower, of such property, individually or in the aggregate, is equal to $1,500,000 or more) and (C) to deliver to the Administrative Agent and the Collateral Agent certificates of such Subsidiary, substantially in the respective forms of Exhibit F-1 and Exhibit F-2, with appropriate insertions and attachments, and (iv) if requested by the Administrative AgentAgent or the Collateral Agent with respect to any property with a value, in the reasonable opinion of the Borrower, equal to, individually or in the aggregate, $5,000,000 or more, deliver to the 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. (d) With respect to (i) any Foreign Subsidiary created or acquired after the Funds Availability Date and directly owned by any Loan Party or (ii) any foreign Immaterial Subsidiary or foreign Unrestricted Subsidiary that is designated as a Restricted Subsidiary in accordance with Section 6.11 and directly owned by any Loan Party, in each case, after the Funds Availability Date , promptly (and, in any event, within 30 days of the creation or acquisition thereof) (A) execute and deliver to the Administrative Agent and the Collateral Agent (x) such amendments to the Guarantee and Collateral Agreement as the Collateral Agent deems necessary or reasonably advisable and/or (y) a Foreign Pledge Agreement, in each case to grant to the Collateral Agent, for the benefit of the Senior Secured Parties, a perfected first priority security interest in the Capital Stock of such Foreign Subsidiary that is owned by any such Loan Party (subject only to the Liens permitted by clause (e) of Section 6.02 and provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such Foreign Subsidiary be required to be so pledged), (B) if commercially reasonable, deliver to the Collateral Agent the certificates representing such Capital Stock, together with undated stock power, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Collateral Agent’s security interest therein, and (C) if requested by the Administrative Agent, 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.

Additional Collateral, etc. (a) With respect to any property Property acquired after the Funds Availability Closing Date by the Borrower or any Loan Party of its Subsidiaries (other than Excluded Assets, Excluded Perfection Assets and (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) and (z) Receivables Facility Assets) as to which the Collateral Administrative Agent, for the benefit of the Senior Secured PartiesLenders, does not have a perfected Lien, promptly (and, in any event within 20 Business Days following the date of such acquisition) (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Collateral Administrative Agent deems necessary or reasonably advisable in order to grant to the Collateral Administrative Agent, for the benefit of the Senior Secured PartiesLenders, a security interest in such property Property and (ii) take all actions necessary or reasonably advisable to grant to the Collateral Administrative Agent, for the benefit of the Senior Secured PartiesLenders, a perfected first priority security interest in such property (subject, in the case of property not constituting Pledged Securities, to Permitted Liens, and in the case of Pledged Securities, to Liens permitted by Section 6.02(e))Property, 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. (b) With respect to any fee interest in any real property estate which, together with any related parcel of real estate not yet subject to a Mortgage, has a value (determined inclusive of any improvements thereof) of at least $5,000,000 acquired after the Closing Date by the Borrower or any lease consisting of real property acquired or leased after the Funds Availability Date by any Loan Party its Subsidiaries (other than any Excluded Assets and Excluded Perfection Assets) within ninety (90) days after the acquisition or leasing thereof such real estate subject to a Lien expressly permitted by Section 7.3(g)), promptly (i) execute and deliver a first priority Mortgage mortgage or deed of trust (subject only to Liens permitted by clauses (a), (fSection 7.3) and (g) of Section 6.02) or where appropriate under the circumstances, an amendment to an existing Mortgage, in each case in favor of the Collateral Administrative Agent, for the benefit of the Senior Secured PartiesLenders, covering such real propertyestate, in form and substance reasonably satisfactory to the Administrative Agent, (ii) if reasonably requested by the Administrative Agent, provide the Senior Secured Parties Lenders with (x) either (1) (A) title and extended coverage insurance covering such real property estate in an amount at least equal to the purchase price of such real property estate (or such other amount as shall be reasonably specified by the Administrative Agent) in form and substance reasonably satisfactory to the Administrative Agent; and (B) as well as a current ALTA survey thereof, complying with the requirements set forth in Schedule 5.10(b) together with a surveyor’s 's certificate (only with respect to (i) any power plant, (ii) any improved real property, and (iii) any other real property for which an ALTA survey was obtained when such property was acquired. Notwithstanding the foregoing, such Loan Party shall obtain or cause to be obtained an ALTA survey complying with the requirements set forth in Schedule 5.10(b) together with a surveyor’s certificate for any real property that becomes Collateral pursuant to this section to the extent that the title company will not remove the survey exception (or endorse over such exception) without an ALTA survey) or (2) where an amendment to an existing Mortgage has been delivered pursuant to clause (i) instead of a Mortgage, an endorsement to the existing title policy adding such property as an insured parcel, or a new title policy if the requirements in the state in which the real property is located do not allow for such an endorsement, and (y) any consents or estoppels reasonably deemed necessary or advisable by the Administrative Agent or the Collateral Agent in connection with - 58 - 64 such Mortgage mortgage or Mortgage amendment (to the extent obtainable using commercially reasonable efforts)deed of trust, each of the foregoing in form and substance reasonably satisfactory to the Collateral Agent, Administrative Agent and (iii) if reasonably requested by the Administrative Agent, 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, (iv) if requested by the Administrative Agent or the Collateral Agent, deliver to the Administrative Agent and the Collateral Agent a current appraisal of such real property or other valuation of such Loan Party’s interest therein in a form and by an appraiser reasonably acceptable to the Administrative Agent, (v) deliver to the Administrative Agent and the Collateral Agent a SFHDF with respect to such real property and, to the extent that the SFHDF indicates that such real property is in a Special Flood Hazard Area as designated by the Federal Emergency Management Agency, proof that adequate flood insurance, as required under the National Flood Insurance Program, has been obtained with respect to such real property and (vi) deliver evidence of zoning compliance satisfactory to the Collateral Agent or Administrative Agent. (c) With respect to (i) any new Subsidiary (other than an Excluded SubsidiaryForeign Subsidiary or any Receivables SPV) created or acquired after the Closing Date (which, for the purposes of this paragraph (c), shall include any existing Subsidiary that ceases to be an Excluded Foreign Subsidiary) by the Borrower or any of the Restricted Subsidiaries or (ii) any domestic Immaterial Subsidiary or domestic Unrestricted Subsidiary that is designated as a Restricted Subsidiary in accordance with Section 6.11its Subsidiaries, in each case, after the Funds Availability Date, within twenty (20) days of such creation, acquisition or designation the Borrower or the applicable Restricted Subsidiary shall promptly (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent and the Collateral Agent deem deems necessary or reasonably advisable in order to grant to the Collateral Administrative Agent, for the benefit of the Senior Secured PartiesLenders, a perfected first priority security interest in the Capital Stock of such new Subsidiary that which is owned by the Borrower or any Loan Party (subject only to the Liens permitted by clause (e) of Section 6.02)its Subsidiaries, (ii) deliver to the Collateral Administrative Agent any the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Restricted Subsidiary, as the case may be, (iii) cause such Subsidiary that is a wholly-owned new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, Agreement and (B) to take such actions necessary or advisable to grant to the Collateral Administrative Agent for the benefit of the Senior Secured Parties Lenders a perfected first priority security interest (subject, in the case of property not constituting Pledged Securities, to Permitted Liens, and in the case of Pledged Securities, to Liens permitted by Section 6.02(e)) in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary, 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 Applicable Law law or as may be reasonably requested by the Administrative Agent Agent, and (iv) if reasonably requested by the Administrative Agent, 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. (d) With respect to (i) any new Excluded Foreign Subsidiary created or acquired after the Funds Availability Closing Date and directly owned by the Borrower or any Loan Party or (ii) any foreign Immaterial Subsidiary or foreign Unrestricted Subsidiary that is designated as a Restricted Subsidiary in accordance with Section 6.11 and directly owned by any Loan Party, in each case, after the Funds Availability Date of its Subsidiaries, promptly (and, in any event, within 30 days of the creation or acquisition thereof) (Ai) execute and deliver to the Administrative Agent and the Collateral Agent (x) such amendments to the Guarantee and Collateral Agreement as the Collateral Administrative Agent deems necessary or reasonably advisable and/or (y) a Foreign Pledge Agreement, in each case order to grant to the Collateral Administrative Agent, for the benefit of the Senior Secured PartiesLenders, a perfected first priority security interest in the Capital Stock of such Foreign new Subsidiary that which is owned by the Borrower or any such Loan Party of its Subsidiaries (subject only to the Liens permitted by clause (e) of Section 6.02 and provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such Foreign new Subsidiary be required to be so pledged), (Bii) if commercially reasonable, deliver to the Collateral Administrative Agent the certificates representing such Capital Stock, together with undated stock powerpowers, in blank, executed and delivered by a duly authorized officer of the relevant Loan PartyBorrower or such Subsidiary, and take such other action as the case may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Collateral Agent’s security interest therein, and (Ciii) if reasonably requested by the Administrative Agent, 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. (e) Within 60 days after the Closing Date, deliver any items requested by the Administrative Agent pursuant to Sections 5.1(k)(ii) and 5.1(k)(iv) and not delivered on the Closing Date, together with, in the case of surveys, such endorsements to the title insurance policies referred to in Section 5.1(k)(iii) relating to the matters disclosed in such surveys as may be reasonably requested by the Administrative Agent. In the case of the Borrower, within 30 days after the Closing Date, acquire that portion of the capital stock of Heritage not acquired by the Borrower on the Closing Date.

Additional Collateral, etc. (a) With respect to any property acquired after the Funds Availability Closing Date by the Borrower or any Loan Party Subsidiary Guarantor (other than Excluded Assets, Excluded Perfection Assets and (w) any property described in paragraph clause (b)) below, (cx) or any property constituting Excluded Assets and (dy) belowany property subject to a Lien expressly permitted by Section 7.3(g) as to which the Collateral Agent, for the benefit of the Senior Secured Parties, does not have a perfected Lien, ) promptly (and, in any event within 20 Business Days following the date of such acquisition) (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent or the Collateral Agent deems necessary or reasonably advisable to grant to the Collateral Agent, for the benefit of the Senior Secured Parties, a security interest in such property and property, (ii) take all actions necessary or reasonably advisable to grant to the Collateral Agent, for the benefit of the Senior Secured Parties, a perfected first priority security interest in such property (subject, in the case of property not constituting Pledged Securities, subject to Permitted Liens, and in the case of Pledged Securities, to Liens permitted by Section 6.02(e)), including the entering into of account control agreements (to the extent required by Section 6.15), 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. (b) With respect to any fee interest in any real property Administrative Agent or any lease consisting of real property acquired or leased after the Funds Availability Date by any Loan Party (other than any Excluded Assets and Excluded Perfection Assets) within ninety (90) days after the acquisition or leasing thereof (i) execute and deliver a first priority Mortgage (subject only to Liens permitted by clauses (a), (f) and (g) of Section 6.02) or where appropriate under the circumstances, an amendment to an existing Mortgage, in each case in favor of the Collateral Agent, for the benefit of the Senior Secured Parties, covering such real property, (ii) if requested by the Administrative Agent, provide the Senior Secured Parties with (x) either (1) (A) title insurance covering such real property in an amount at least equal to the purchase price of such real property (or such other amount as shall be reasonably specified by the Administrative Agent) in form and substance reasonably satisfactory to the Administrative Agent; and (B) a current ALTA survey thereof, complying with the requirements set forth in Schedule 5.10(b) together with a surveyor’s certificate (only with respect to (i) any power plant, (ii) any improved real property, Agent and (iii) any other real property for which an ALTA survey was obtained when such property was acquired. Notwithstanding the foregoing, such Loan Party shall obtain or cause to be obtained an ALTA survey complying with the requirements set forth in Schedule 5.10(b) together with a surveyor’s certificate for any real property that becomes Collateral pursuant to this section to the extent that the title company will not remove the survey exception (or endorse over such exception) without an ALTA survey) or (2) where an amendment to an existing Mortgage has been delivered pursuant to clause (i) instead of a Mortgage, an endorsement to the existing title policy adding such property as an insured parcel, or a new title policy if the requirements in the state in which the real property is located do not allow for such an endorsement, and (y) any consents or estoppels reasonably deemed necessary or advisable requested by the Administrative Agent or the Collateral Agent with respect to any property with a value, in connection with such Mortgage or Mortgage amendment (to the extent obtainable using commercially reasonable efforts), each opinion of the foregoing Borrower, equal to, individually or in form and substance reasonably satisfactory to the Collateral Agentaggregate, (iii) if requested by the Administrative Agent$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, ; provided that the actions contemplated by clause (ivii) shall not be required in respect of any such property if requested by perfection of the Administrative Agent or the Collateral Agent, deliver security interest in such property requires more than entering into of account control agreements (to the Administrative Agent extent required by Section 6.15) and the filing of Uniform Commercial Code financing statements or delivery of Collateral Agent a current appraisal that can be perfected by possession unless the value, in the reasonable opinion of the Borrower, of such real property property, individually or other valuation in the aggregate, is equal to $5,000,000 or more. (b) Except as required in the process (but not the final reorganization) of such Loan Party’s interest therein in effecting a form and by an appraiser reasonably acceptable to the Administrative AgentPermitted Reorganization, (v) deliver to the Administrative Agent and the Collateral Agent a SFHDF with respect to such real property and, to the extent that the SFHDF indicates that such real property is in a Special Flood Hazard Area as designated by the Federal Emergency Management Agency, proof that adequate flood insurance, as required under the National Flood Insurance Program, has been obtained with respect to such real property and (vi) deliver evidence of zoning compliance satisfactory to the Collateral Agent or Administrative Agent. (c) With respect to (i) any new Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by the Borrower or any of the Restricted Subsidiaries or (ii) any domestic Immaterial Subsidiary or domestic Unrestricted Subsidiary that is designated as a Restricted Subsidiary Guarantor in accordance with Section 6.117.17(b), in each case, after the Funds Availability Date, within twenty (20) days of such creation, acquisition or designation the Borrower or the applicable Restricted Subsidiary shall promptly (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent and or the Collateral Agent deem deems necessary or reasonably advisable to grant to the Collateral Agent, for the benefit of the Senior Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by any Loan Party (subject only to the Liens permitted by clause (e) of Section 6.02)Subsidiary, (ii) deliver take such steps as are necessary to give the Collateral Agent any certificates representing such “control” (as defined in the Uniform Commercial Code) of the Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Restricted Subsidiary, (iii) cause such Subsidiary that is a wholly-owned new Subsidiary (A) to become a party to the Guarantee and Collateral AgreementAgreement and the Intercreditor Agreement pursuant to one or more joinder agreements substantially in the forms attached to each such agreement, and (B) to take such actions as are necessary or advisable to grant to the Collateral Agent Agent, for the benefit of the Senior Secured Parties Parties, a perfected first priority security interest (subject, in the case of property not constituting Pledged Securities, to Permitted Liens, and in the case of Pledged Securities, to Liens permitted by Section 6.02(e)) in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary, including Subsidiary (to the extent required by Section 6.15) and the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by Applicable Law law or as may be reasonably requested by the Administrative Agent or the Collateral Agent (provided, that the actions contemplated by clause (B) shall not be required in respect of any property of any such new Subsidiary if perfection of the security interest in such property requires more than the entering into of account control agreements (to the extent required by Section 6.15) and the filing of Uniform Commercial Code financing statements or delivery of Collateral that can be perfected by possession unless the value, in the reasonable opinion of the Borrower, of such property, individually or in the aggregate, is equal to 92 Sunshine (National) – Credit Agreement $5,000,000 or more) and (C) to deliver to the Administrative Agent and the Collateral Agent certificates of such Subsidiary, substantially in the respective forms of Exhibit E-1 and Exhibit E-2, with appropriate insertions and attachments, and (iv) if requested by the Administrative AgentAgent or the Collateral Agent with respect to any property with a value, in the reasonable opinion of the Borrower, equal to, individually or in the aggregate, $15,000,000 or more, deliver to the 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. (d) With respect to (i) any Foreign Subsidiary created or acquired after the Funds Availability Date and directly owned by any Loan Party or (ii) any foreign Immaterial Subsidiary or foreign Unrestricted Subsidiary that is designated as a Restricted Subsidiary in accordance with Section 6.11 and directly owned by any Loan Party, in each case, after the Funds Availability Date , promptly (and, in any event, within 30 days of the creation or acquisition thereof) (A) execute and deliver to the Administrative Agent and the Collateral Agent (x) such amendments to the Guarantee and Collateral Agreement as the Collateral Agent deems necessary or reasonably advisable and/or (y) a Foreign Pledge Agreement, in each case to grant to the Collateral Agent, for the benefit of the Senior Secured Parties, a perfected first priority security interest in the Capital Stock of such Foreign Subsidiary that is owned by any such Loan Party (subject only to the Liens permitted by clause (e) of Section 6.02 and provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such Foreign Subsidiary be required to be so pledged), (B) if commercially reasonable, deliver to the Collateral Agent the certificates representing such Capital Stock, together with undated stock power, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Collateral Agent’s security interest therein, and (C) if requested by the Administrative Agent, 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.

Additional Collateral, etc. (a) With respect to any property Specified Personal Property acquired after the Funds Availability Closing Date by the Borrower or any Loan Party Subsidiary Guarantor (other than Excluded Assets, Excluded Perfection Assets and any property described in paragraph (b), (cProperty subject to a Lien expressly permitted by Section 7.3(g) or (d) below7.3(j)) as to which the Collateral Administrative Agent, for the benefit of the Senior Secured Parties, does not have a perfected Lien, promptly (and, in any event within 20 Business Days following the date of such acquisition) (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Collateral Administrative Agent reasonably deems necessary or reasonably advisable to grant to the Collateral Administrative Agent, for the benefit of the Senior Secured Parties, a security interest in such property Property and (ii) take all actions necessary or reasonably advisable to grant to the Collateral Administrative Agent, for the benefit of the Senior Secured Parties, a perfected first priority security interest in such property Property, subject to Permitted Liens, 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. (subjectb) With respect to any new Material Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date (which, for the purposes of this paragraph, shall include any existing Material Subsidiary that ceases to be an Excluded Subsidiary and any existing Domestic Subsidiary that ceases to be an Immaterial Subsidiary), by the Borrower or any of the Subsidiary Guarantors, promptly (i) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement and (B) in the case of property not constituting Pledged Securitiesany Domestic Subsidiary, to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary (subject to Permitted Liens, and in the case of Pledged Securities, to Liens permitted by Section 6.02(e)), 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 Agent. (b) With respect to any fee interest in any real property or any lease consisting of real property acquired or leased after the Funds Availability Date by any Loan Party (other than any Excluded Assets and Excluded Perfection Assets) within ninety (90) days after the acquisition or leasing thereof (i) execute and deliver a first priority Mortgage (subject only to Liens permitted by clauses (a), (f) and (g) of Section 6.02) or where appropriate under the circumstances, an amendment to an existing Mortgage, in each case in favor of the Collateral Administrative Agent, for the benefit of the Senior Secured Parties, covering such real property, and (ii) if requested by the Administrative Agent, provide the Senior Secured Parties with (x) either (1) (A) title insurance covering such real property in an amount at least equal to the purchase price of such real property (or such other amount as shall be reasonably specified by the Administrative Agent) in form and substance reasonably satisfactory to the Administrative Agent; and (B) a current ALTA survey thereof, complying with the requirements set forth in Schedule 5.10(b) together with a surveyor’s certificate (only with respect to (i) any power plant, (ii) any improved real property, and (iii) any other real property for which an ALTA survey was obtained when such property was acquired. Notwithstanding the foregoing, such Loan Party shall obtain or cause to be obtained an ALTA survey complying with the requirements set forth in Schedule 5.10(b) together with a surveyor’s certificate for any real property that becomes Collateral pursuant to this section to the extent that the title company will not remove the survey exception (or endorse over such exception) without an ALTA survey) or (2) where an amendment to an existing Mortgage has been delivered pursuant to clause (i) instead of a Mortgage, an endorsement to the existing title policy adding such property as an insured parcel, or a new title policy if the requirements in the state in which the real property is located do not allow for such an endorsement, and (y) any consents or estoppels reasonably deemed necessary or advisable by the Administrative Agent or the Collateral Agent in connection with such Mortgage or Mortgage amendment (to the extent obtainable using commercially reasonable efforts), each of the foregoing in form and substance reasonably satisfactory to the Collateral Agent, (iii) if requested by the Administrative Agent, 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, (iv) if requested by the Administrative Agent or the Collateral Agent, deliver to the Administrative Agent and the Collateral Agent a current appraisal of such real property or other valuation of such Loan Party’s interest therein in a form and by an appraiser reasonably acceptable to the Administrative Agent, (v) deliver to the Administrative Agent and the Collateral Agent a SFHDF with respect to such real property and, to the extent that the SFHDF indicates that such real property is in a Special Flood Hazard Area as designated by the Federal Emergency Management Agency, proof that adequate flood insurance, as required under the National Flood Insurance Program, has been obtained with respect to such real property and (vi) deliver evidence of zoning compliance satisfactory to the Collateral Agent or Administrative Agent. (c) With respect to (i) any new Subsidiary (other than an Excluded Subsidiary) created or acquired by the Borrower or any of the Restricted Subsidiaries or (ii) any domestic Immaterial Subsidiary or domestic Unrestricted Subsidiary that is designated as a Restricted Subsidiary in accordance with Section 6.11, in each case, after the Funds Availability Date, within twenty (20) days of such creation, acquisition or designation the Borrower or the applicable Restricted Subsidiary shall (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent and the Collateral Agent deem necessary or reasonably advisable to grant to the Collateral Agent, for the benefit of the Senior Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by any Loan Party (subject only to the Liens permitted by clause (e) of Section 6.02), (ii) deliver to the Collateral Agent any certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Restricted Subsidiary, (iii) cause such Subsidiary that is a wholly-owned Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, and (B) to take such actions necessary or advisable to grant to the Collateral Agent for the benefit of the Senior Secured Parties a perfected first priority security interest (subject, in the case of property not constituting Pledged Securities, to Permitted Liens, and in the case of Pledged Securities, to Liens permitted by Section 6.02(e)) in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by Applicable Law or as may be reasonably requested by the Administrative Agent and (iv) if requested by the Administrative Agent, 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. (d) With respect to (i) any Foreign Subsidiary created or acquired after the Funds Availability Date and directly owned by any Loan Party or (ii) any foreign Immaterial Subsidiary or foreign Unrestricted Subsidiary that is designated as a Restricted Subsidiary in accordance with Section 6.11 and directly owned by any Loan Party, in each case, after the Funds Availability Date , promptly (and, in any event, within 30 days of the creation or acquisition thereof) (A) execute and deliver to the Administrative Agent and the Collateral Agent (x) such amendments to the Guarantee and Collateral Agreement as the Collateral Agent deems necessary or reasonably advisable and/or (y) a Foreign Pledge Agreement, in each case to grant to the Collateral Agent, for the benefit of the Senior Secured Parties, a perfected first priority security interest in the Capital Stock of such Foreign Subsidiary that is owned by any such Loan Party (subject only to the Liens permitted by clause (e) of Section 6.02 and provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such Foreign Subsidiary be required to be so pledged), (B) if commercially reasonable, deliver to the Collateral Agent the certificates representing such Capital Stock, together with undated stock power, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Collateral Agent’s security interest therein, and (C) if requested by the Administrative Agent, 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.

Additional Collateral, etc. (a) With respect to any property Property acquired after the Funds Availability Closing Date by the Borrower or any Loan Party of its Restricted Subsidiaries (other than Excluded Assets, Excluded Perfection Assets and (x) any property Property described in paragraph (b), ) or paragraph (c) or of this Section, (dy) belowany Property subject to a Lien expressly permitted by Section 7.03(g) and (z) Property acquired by an Excluded Foreign Subsidiary) as to which the Collateral Agent, for the benefit of the Senior Secured PartiesLenders, does not have a perfected Lien, promptly (and, in any event within 20 Business Days following the date of such acquisition) (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Collateral Agent reasonably deems necessary or reasonably advisable to grant to the Collateral Agent, for the benefit of the Senior Secured PartiesLenders, a security interest in such property Property and (ii) take all actions necessary or reasonably advisable to grant to the Collateral Agent, for the benefit of the Senior Secured PartiesLenders, a perfected first priority security interest in such Property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Collateral Agent. (b) With respect to any fee interest in any real property having a value (together with improvements thereof) of at least $500,000 acquired after the Closing Date by the Borrower or any of its Restricted Subsidiaries (other than any such real property owned by an Excluded Foreign Subsidiary or subject to a Lien expressly permitted by Section 7.03(g)), promptly (i) execute and deliver a first priority Mortgage in favor of the Collateral Agent, for the benefit of the Lenders, covering such real property, (ii) if requested by the Collateral Agent, provide the Lenders with (x) title and extended coverage insurance covering such real property in an amount at least equal to the purchase price of such real property (subjector such other amount as shall be reasonably specified by the Collateral Agent) as well as a current ALTA survey thereof, together with a surveyor’s certificate and (y) any consents or estoppels reasonably deemed necessary or advisable by the Collateral Agent in connection with such Mortgage, each of the foregoing in form and substance reasonably satisfactory to the Administrative Agent and (iii) if requested by the Collateral Agent, deliver to the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agent. (c) With respect to any new Restricted Subsidiary (other than an Excluded Foreign Subsidiary) created or acquired after the Closing Date (which, for the purposes of this paragraph, shall include any existing Subsidiary that ceases to be an Excluded Foreign Subsidiary and any Unrestricted Subsidiary that is redesignated as a Restricted Subsidiary pursuant to Section 6.11(l)), by the Borrower or any of its Restricted Subsidiaries, promptly (i) execute and deliver to the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Collateral Agent reasonably deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new Restricted Subsidiary that is owned by the Borrower or any of its Restricted Subsidiaries, (ii) deliver to the Collateral Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Subsidiary, as the case may be, (iii) cause such new Restricted Subsidiary (A) to become a party to the Guarantee and Collateral Agreement and (B) to take such actions necessary or advisable to grant to the Collateral Agent for the benefit of property not constituting Pledged Securities, to Permitted Liens, and the Lenders a perfected first priority security interest in the case of Pledged Securities, Collateral described in the Guarantee and Collateral Agreement (subject to Liens permitted by Section 6.02(e))7.02) with respect to such new Restricted Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Collateral Agent. (b) With respect to any fee interest in any real property or any lease consisting of real property acquired or leased after the Funds Availability Date by any Loan Party (other than any Excluded Assets and Excluded Perfection Assets) within ninety (90) days after the acquisition or leasing thereof (i) execute and deliver a first priority Mortgage (subject only to Liens permitted by clauses (a), (f) and (g) of Section 6.02) or where appropriate under the circumstances, an amendment to an existing Mortgage, in each case in favor of the Collateral Agent, for the benefit of the Senior Secured Parties, covering such real property, (iiiv) if requested by the Administrative Agent, provide the Senior Secured Parties with (x) either (1) (A) title insurance covering such real property in an amount at least equal to the purchase price of such real property (or such other amount as shall be reasonably specified by the Administrative Agent) in form and substance reasonably satisfactory to the Administrative Agent; and (B) a current ALTA survey thereof, complying with the requirements set forth in Schedule 5.10(b) together with a surveyor’s certificate (only with respect to (i) any power plant, (ii) any improved real property, and (iii) any other real property for which an ALTA survey was obtained when such property was acquired. Notwithstanding the foregoing, such Loan Party shall obtain or cause to be obtained an ALTA survey complying with the requirements set forth in Schedule 5.10(b) together with a surveyor’s certificate for any real property that becomes Collateral pursuant to this section to the extent that the title company will not remove the survey exception (or endorse over such exception) without an ALTA survey) or (2) where an amendment to an existing Mortgage has been delivered pursuant to clause (i) instead of a Mortgage, an endorsement to the existing title policy adding such property as an insured parcel, or a new title policy if the requirements in the state in which the real property is located do not allow for such an endorsement, and (y) any consents or estoppels reasonably deemed necessary or advisable by the Administrative Agent or the Collateral Agent in connection with such Mortgage or Mortgage amendment (to the extent obtainable using commercially reasonable efforts), each of the foregoing in form and substance reasonably satisfactory to the Collateral Agent, (iii) if requested by the Administrative Agent, 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, (iv) if requested by the Administrative Agent or the Collateral Agent, deliver to the Administrative Agent and the Collateral Agent a current appraisal of such real property or other valuation of such Loan Party’s interest therein in a form and by an appraiser reasonably acceptable to the Administrative Agent, (v) deliver to the Administrative Agent and the Collateral Agent a SFHDF with respect to such real property and, to the extent that the SFHDF indicates that such real property is in a Special Flood Hazard Area as designated by the Federal Emergency Management Agency, proof that adequate flood insurance, as required under the National Flood Insurance Program, has been obtained with respect to such real property and (vi) deliver evidence of zoning compliance satisfactory to the Collateral Agent or Administrative Agent. (cd) With respect to (i) any new Excluded Foreign Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by the Borrower or any of the its Restricted Subsidiaries or (ii) other than any domestic Immaterial Subsidiary or domestic Unrestricted Subsidiary that is designated as a Restricted Subsidiary in accordance with Section 6.11Excluded Foreign Subsidiaries), in each case, after the Funds Availability Date, within twenty (20) days of such creation, acquisition or designation the Borrower or the applicable Restricted Subsidiary shall promptly (i) 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 Administrative Agent and the Collateral Agent deem reasonably deems necessary or reasonably advisable in order to grant to the Collateral Agent, for the benefit of the Senior Secured PartiesLenders, a perfected first priority security interest in the Capital Stock of such new Restricted Subsidiary that is owned by the Borrower or any Loan Party of its Subsidiaries (subject only other than any Excluded Foreign Subsidiaries), (provided that in no event shall more than 65% of the total outstanding Capital Stock of any such new Excluded Foreign Subsidiary be required to the Liens permitted by clause (e) of Section 6.02be so pledged), (ii) deliver to the Collateral Agent any the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Restricted Subsidiary, (iii) cause as the case may be, and take such Subsidiary that is a wholly-owned Subsidiary (A) other action as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable to become a party to perfect the Guarantee and Lien of the Collateral AgreementAgent thereon, and (B) to take such actions necessary or advisable to grant to the Collateral Agent for the benefit of the Senior Secured Parties a perfected first priority security interest (subject, in the case of property not constituting Pledged Securities, to Permitted Liens, and in the case of Pledged Securities, to Liens permitted by Section 6.02(e)) in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by Applicable Law or as may be reasonably requested by the Administrative Agent and (iviii) if requested by the Administrative Collateral Agent, 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. (de) With respect to (i) any Foreign Subsidiary created or acquired after Promptly upon the Funds Availability Date and directly owned by any Loan Party or (ii) any foreign Immaterial Subsidiary or foreign Unrestricted Subsidiary that is designated as a Restricted Subsidiary in accordance with Section 6.11 and directly owned by any Loan Party, in each case, after the Funds Availability Date , promptly (and, in any event, within 30 days request of the creation or acquisition thereof) (A) execute and deliver to the Administrative Agent and the Collateral Agent (x) such amendments to the Guarantee and Collateral Agreement as the Collateral Agent deems necessary or reasonably advisable and/or (y) a Foreign Pledge Agreement, in each case to grant to the Collateral Agent, for the benefit of the Senior Secured Parties, Borrower shall establish a perfected first priority security interest in the Capital Stock of such Foreign Subsidiary that is owned by any such Loan Party (cash management system subject only to the Liens permitted by clause (e) of Section 6.02 and provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such Foreign Subsidiary be required to be so pledged), (B) if commercially reasonable, deliver a depositary agreement satisfactory to the Collateral Agent the certificates representing such Capital Stockwhereby lock boxes, together with undated stock power, in blank, executed and delivered by a duly authorized officer of the relevant Loan Partylock box accounts, and take such other action as may be necessary or, in concentration accounts are established and maintained under the opinion sole dominion and control of the Administrative Agent, desirable to perfect the Collateral Agent’s security interest therein, into which all payments on and proceeds of (i) Private Accounts, and (Cii) if requested by the Administrative Agent, deliver to the Administrative Agent extent permitted and the Collateral Agent legal opinions relating to the matters described abovein a manner consistent with all applicable laws and regulations, which opinions Government Receivables, shall be in form and substance, deposited and from counsel, reasonably satisfactory to the Administrative Agent and the Collateral Agentwhich all collected funds will be transferred.

Additional Collateral, etc. (a) With respect to any property Property acquired after the Funds Availability Amendment/Restatement Effective Date by the Borrower or any Loan Party of its Subsidiaries (other than Excluded Assets(v) any leasehold interests in real property, Excluded Perfection Assets and (w) any property Intellectual Property to the extent creation of a security interest therein would be contractually prohibited, (x) any Property described in paragraph (b), ) or paragraph (c) or of this Section, (dy) belowany Property subject to a Lien expressly permitted by Section 6.3(g) and (z) Property acquired by an Excluded Foreign Subsidiary) as to which the Collateral Administrative Agent, for the benefit of the Senior Secured PartiesLenders, does not have a perfected Lien, promptly (and, in any event within 20 Business Days following the date of such acquisition) (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Collateral Administrative Agent deems necessary or reasonably advisable to grant to the Collateral Administrative Agent, for the benefit of the Senior Secured PartiesLenders, a security interest in such property Property and (ii) take all actions necessary or reasonably advisable to grant to the Collateral Administrative Agent, for the benefit of the Senior Secured PartiesLenders, a perfected first priority security interest in such property Property (subject, in the case of property not constituting Pledged Securities, to Permitted Liens, and in the case of Pledged Securities, subject to Liens permitted by Section 6.02(e)6.3), 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. (b) With respect to any fee interest in any real property having a value (together with improvements thereof) of at least $500,000 acquired after the Amendment/Restatement Effective Date by the Borrower or any lease consisting of real property acquired or leased after the Funds Availability Date by any Loan Party its Subsidiaries (other than any such real property owned by an Excluded Assets and Excluded Perfection Assets) within ninety (90) days after the acquisition Foreign Subsidiary or leasing thereof subject to a Lien expressly permitted by Section 6.3(g)), promptly (i) execute and deliver a first priority Mortgage (subject only to Liens permitted by clauses (a), (f) and (g) of Section 6.02) or where appropriate under the circumstances, an amendment to an existing Mortgage, in each case in favor of the Collateral Administrative Agent, for the benefit of the Senior Secured PartiesLenders, covering such real property, (ii) if requested by the Administrative Agent, provide the Senior Secured Parties Lenders with (x) either (1) (A) title and extended coverage insurance covering such real property in an amount at least equal to the purchase price of such real property (or such other amount estate as shall be reasonably specified by the Administrative Agent) in form and substance reasonably satisfactory to the Administrative Agent; and (B) well as a current ALTA survey thereof, complying with the requirements set forth in Schedule 5.10(b) together with a surveyor’s 's certificate (only with respect to (i) any power plant, (ii) any improved real property, and (iii) any other real property for which an ALTA survey was obtained when such property was acquired. Notwithstanding the foregoing, such Loan Party shall obtain or cause to be obtained an ALTA survey complying with the requirements set forth in Schedule 5.10(b) together with a surveyor’s certificate for any real property that becomes Collateral pursuant to this section to the extent that the title company will not remove the survey exception (or endorse over such exception) without an ALTA survey) or (2) where an amendment to an existing Mortgage has been delivered pursuant to clause (i) instead of a Mortgage, an endorsement to the existing title policy adding such property as an insured parcel, or a new title policy if the requirements in the state in which the real property is located do not allow for such an endorsement, and (y) any consents or estoppels reasonably deemed necessary or advisable by the Administrative Agent or the Collateral Agent in connection with such Mortgage or Mortgage amendment (to the extent obtainable using commercially reasonable efforts)mortgage, each of the foregoing in form and substance reasonably satisfactory to the Collateral Agent, Administrative Agent and (iii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions covering matters consistent with those covered by opinions of counsel delivered on the Amendment/Restatement Effective Date relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. (c) With respect to any new Subsidiary of the Borrower (other than an Excluded Foreign Subsidiary) created or acquired after the Amendment/Restatement Effective Date (which, for the purposes of this paragraph, shall include any existing Subsidiary that ceases to be an Excluded Foreign Subsidiary), by the Borrower or any of its Subsidiaries, promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by the Borrower or any of its Subsidiaries, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Subsidiary, as the case may be, (iii) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement and (B) to take such actions reasonably necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary (subject to Liens and other matters permitted by Section 6.3 and excluding leasehold interests in real property, and Intellectual Property to the extent creation of a security interest therein would be contractually prohibited), including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent, and (iv) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions covering matters consistent with those covered by the opinions delivered by Dechert LLP on the Amendment/Restatement Effective Date relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. (d) With respect to any new Excluded Foreign Subsidiary created or acquired after the Amendment/Restatement Effective Date by the Borrower or any of its Subsidiaries, promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable in order to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by the Borrower or any of its Subsidiaries (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledged), (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Subsidiary, as the case may be, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Lien of the Administrative Agent thereon, and (iii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent and the Collateral Agent, (iv) if requested by the Administrative Agent or the Collateral Agent, deliver to the Administrative Agent and the Collateral Agent a current appraisal of such real property or other valuation of such Loan Party’s interest therein in a form and by an appraiser reasonably acceptable to the Administrative Agent, (v) deliver to the Administrative Agent and the Collateral Agent a SFHDF with respect to such real property and, to the extent that the SFHDF indicates that such real property is in a Special Flood Hazard Area as designated by the Federal Emergency Management Agency, proof that adequate flood insurance, as required under the National Flood Insurance Program, has been obtained with respect to such real property and (vi) deliver evidence of zoning compliance satisfactory to the Collateral Agent or Administrative Agent. (c) With respect to (i) any new Subsidiary (other than an Excluded Subsidiary) created or acquired by the Borrower or any of the Restricted Subsidiaries or (ii) any domestic Immaterial Subsidiary or domestic Unrestricted Subsidiary that is designated as a Restricted Subsidiary in accordance with Section 6.11, in each case, after the Funds Availability Date, within twenty (20) days of such creation, acquisition or designation the Borrower or the applicable Restricted Subsidiary shall (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent and the Collateral Agent deem necessary or reasonably advisable to grant to the Collateral Agent, for the benefit of the Senior Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by any Loan Party (subject only to the Liens permitted by clause (e) of Section 6.02), (ii) deliver to the Collateral Agent any certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Restricted Subsidiary, (iii) cause such Subsidiary that is a wholly-owned Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, and (B) to take such actions necessary or advisable to grant to the Collateral Agent for the benefit of the Senior Secured Parties a perfected first priority security interest (subject, in the case of property not constituting Pledged Securities, to Permitted Liens, and in the case of Pledged Securities, to Liens permitted by Section 6.02(e)) in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by Applicable Law or as may be reasonably requested by the Administrative Agent and (iv) if requested by the Administrative Agent, 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. (d) With respect to (i) any Foreign Subsidiary created or acquired after the Funds Availability Date and directly owned by any Loan Party or (ii) any foreign Immaterial Subsidiary or foreign Unrestricted Subsidiary that is designated as a Restricted Subsidiary in accordance with Section 6.11 and directly owned by any Loan Party, in each case, after the Funds Availability Date , promptly (and, in any event, within 30 days of the creation or acquisition thereof) (A) execute and deliver to the Administrative Agent and the Collateral Agent (x) such amendments to the Guarantee and Collateral Agreement as the Collateral Agent deems necessary or reasonably advisable and/or (y) a Foreign Pledge Agreement, in each case to grant to the Collateral Agent, for the benefit of the Senior Secured Parties, a perfected first priority security interest in the Capital Stock of such Foreign Subsidiary that is owned by any such Loan Party (subject only to the Liens permitted by clause (e) of Section 6.02 and provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such Foreign Subsidiary be required to be so pledged), (B) if commercially reasonable, deliver to the Collateral Agent the certificates representing such Capital Stock, together with undated stock power, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Collateral Agent’s security interest therein, and (C) if requested by the Administrative Agent, 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.

Additional Collateral, etc. (a) With respect to any property Additional Guarantor created or acquired after the Funds Availability Closing Date by any Loan Party (other than Excluded Assets, Excluded Perfection Assets and any property described in paragraph (b), (c) or (d) below) as to which the Collateral Agentwhich, for the benefit purposes of this paragraph, shall include any existing Subsidiary that ceases to be an Excluded Subsidiary or Transparent Subsidiary), within 30 days after the Senior Secured Parties, does not have a perfected Lien, promptly (and, in any event within 20 Business Days following the date formation or acquisition of such acquisitionSubsidiary (or such Subsidiary ceasing to be an Excluded Subsidiary or Transparent Subsidiary) (i) 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 deems shall be necessary or reasonably advisable to grant to the Collateral Agent, for the benefit of the Senior Secured Parties, Agent a valid and perfected security interest in the Equity Interests of such property and Additional Guarantor, (ii) 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 all such actions as are necessary or reasonably advisable to grant to the Collateral Agent, for the benefit of the Senior Secured Parties, Agent a valid and perfected first priority security interest in such property (subject, the Collateral described in the case of property not constituting Pledged SecuritiesGuarantee and Collateral Agreement with respect to such Additional Guarantor, to Permitted Liensincluding, and in the case of Pledged Securitieswithout limitation, to Liens permitted by Section 6.02(e)), 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. (b) With respect to any fee interest in any real property or any lease consisting of real property acquired or leased after the Funds Availability Date by any Loan Party (other than any Excluded Assets and Excluded Perfection Assets) within ninety (90) days after the acquisition or leasing thereof (i) execute and deliver a first priority Mortgage (subject only to Liens permitted by clauses (a), (f) and (g) of Section 6.02) or where appropriate under the circumstances, an amendment to an existing Mortgage, in each case in favor of the Collateral Agent, for the benefit of the Senior Secured Parties, covering such real property, (iiiv) if requested by the Administrative Agent, provide the Senior Secured Parties with (x) either (1) (A) title insurance covering such real property in an amount at least equal to the purchase price of such real property (or such other amount as shall be reasonably specified by the Administrative Agent) in form and substance reasonably satisfactory to the Administrative Agent; and (B) a current ALTA survey thereof, complying with the requirements set forth in Schedule 5.10(b) together with a surveyor’s certificate (only with respect to (i) any power plant, (ii) any improved real property, and (iii) any other real property for which an ALTA survey was obtained when such property was acquired. Notwithstanding the foregoing, such Loan Party shall obtain or cause to be obtained an ALTA survey complying with the requirements set forth in Schedule 5.10(b) together with a surveyor’s certificate for any real property that becomes Collateral pursuant to this section to the extent that the title company will not remove the survey exception (or endorse over such exception) without an ALTA survey) or (2) where an amendment to an existing Mortgage has been delivered pursuant to clause (i) instead of a Mortgage, an endorsement to the existing title policy adding such property as an insured parcel, or a new title policy if the requirements in the state in which the real property is located do not allow for such an endorsement, and (y) any consents or estoppels reasonably deemed necessary or advisable by the Administrative Agent or the Collateral Agent in connection with such Mortgage or Mortgage amendment (to the extent obtainable using commercially reasonable efforts), each of the foregoing in form and substance reasonably satisfactory to the Collateral Agent, (iii) if requested by the Administrative Agent, 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, (iv) if requested by the Administrative Agent or the Collateral Agent, deliver to the Administrative Agent and the Collateral Agent a current appraisal of such real property or other valuation of such Loan Party’s interest therein in a form and by an appraiser reasonably acceptable to the Administrative Agent, (v) deliver take such other actions as may be required to the Administrative Agent and cause the Collateral Agent a SFHDF and Guarantee Requirement to be satisfied with respect to such real property and, to the extent that the SFHDF indicates that such real property is in a Special Flood Hazard Area as designated by the Federal Emergency Management Agency, proof that adequate flood insurance, as required under the National Flood Insurance Program, has been obtained with respect to such real property and (vi) deliver evidence of zoning compliance satisfactory to the Collateral Agent or Administrative AgentAdditional Guarantor. (cb) With respect Subject to (i) Section 5.7(i), within 30 days after the formation or acquisition of any new Subsidiary (other than an Excluded Subsidiary) created or acquired the Equity Interests of which are owned directly by the Borrower Company or any of Subsidiary Guarantor, the Restricted Subsidiaries Company shall (or (iishall cause the relevant Subsidiary Guarantor to) any domestic Immaterial Subsidiary or domestic Unrestricted Subsidiary that is designated as a Restricted Subsidiary in accordance with Section 6.11, in each case, after the Funds Availability Date, within twenty (20) days of such creation, acquisition or designation the Borrower or the applicable Restricted Subsidiary shall (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments or supplements to the Guarantee and Collateral Agreement as the Administrative Agent and the Collateral Agent deem shall be necessary or reasonably advisable to grant to the Collateral Agent, for the benefit of the Senior Secured Parties, Agent a valid and perfected first priority security interest in the Capital Stock Equity Interests of such new Subsidiary that is owned by any Loan Party (subject only to the Liens permitted by clause (e) of Section 6.02)Company or such Subsidiary Guarantor, (ii) deliver to the Collateral Agent any certificates the certificates, if any, representing such Capital StockEquity Interests, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower Company or the relevant Subsidiary Guarantor, and take such Restricted other actions as may be reasonably requested by the Collateral Agent in order to perfect the Collateral Agent’s security interest therein including, with respect to any Foreign Subsidiary, the execution and delivery of a pledge agreement or similar instrument governed by the law of the jurisdiction in which such Foreign Subsidiary is domiciled and (iii) take such other actions as may be required to cause the Collateral and Guarantee Requirement to be satisfied with respect to such Subsidiary. (c) The Company shall use its commercially reasonable efforts to (i) grant to the Collateral Agent a security interest in the Equity Interests of any newly formed or after-acquired joint venture (or a holding company parent thereof) owned directly by the Company or a Subsidiary Guarantor if the amount recorded by the Company or such Subsidiary Guarantor as its investment in such joint venture exceeds US$50,000,000 and (ii) in the case of any domestic JV Subsidiary (other than an Excluded Subsidiary) to cause such JV Subsidiary to become a Subsidiary Guarantor (in each case, it being understood that such efforts shall not require any economic or other significant concession or result in any material adverse tax consequences with respect the terms or structure of such joint venture arrangements). (d) Subject to Section 5.7(i), at the request of the Administrative Agent, the Company shall, within ten days of the Administrative Agent’s request, (i) cause any Transparent Subsidiary that is a wholly-owned directly holds the Equity Interests of any 956 Subsidiary or holds Equity Interests of any other Transparent Subsidiary to (A) to become a party to the Guarantee and Collateral Agreement, and (B) to take such actions as are necessary or advisable to grant to the Collateral Agent for the benefit of the Senior Secured Parties a valid and perfected first priority security interest (subject, in the case of property not constituting Pledged Securities, to Permitted Liens, and in the case of Pledged Securities, to Liens permitted by Section 6.02(e)) in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Transparent Subsidiary, 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 Applicable Law law or as may be reasonably requested by the Administrative Agent Collateral Agent, and (ivC) enter into such pledge agreements, security agreements and/or similar instruments each in form and substance reasonably satisfactory to the Collateral Agent (including as to the governing law thereof) that are necessary to grant a valid and perfected security interest in all of its property, (ii) deliver to the Collateral Agent the certificates, if any, representing such Equity Interests, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of such Subsidiary, (iii) if requested by the Administrative Agent, deliver to the 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 Collateral Agent, and (iv) take such other actions as may be required to cause the Collateral Agentand Guarantee Requirement to be satisfied with respect to such Subsidiary. (de) With respect to (i) any Foreign Subsidiary created or acquired Within 30 days after the Funds Availability Date and directly owned by occurrence thereof, the Company will notify the Collateral Agent of any Loan Party change to the name, jurisdiction of incorporation or (ii) any foreign Immaterial Subsidiary formation or foreign Unrestricted Subsidiary that is designated as a Restricted Subsidiary in accordance with Section 6.11 and directly owned by any Loan Party, in each case, after the Funds Availability Date , promptly (and, in any event, within 30 days legal form of the creation Company or acquisition thereofany Subsidiary Guarantor. (f) (A) The Company shall, and shall cause each Group Member to, from time to time execute and deliver deliver, or cause to be executed and delivered, such additional instruments, certificates or documents, and take such actions, as the Administrative Agent and or the Collateral Agent may reasonably request to cause the Collateral and Guarantee Requirement to be and remain satisfied at all times or otherwise for the purposes of implementing or effectuating the provisions of this Agreement and the other Credit Documents, or of more fully perfecting (xor maintaining perfection) such amendments to or renewing the Guarantee and Collateral Agreement as rights of the Collateral Agent deems necessary with respect to the Collateral (or reasonably advisable and/or with respect to any additions thereto or replacements or proceeds thereof or with respect to any other property or assets hereafter acquired by any Group Member which may be deemed to be part of the Collateral) pursuant hereto or thereto. Upon the exercise by the Collateral Agent of any power, right, privilege or remedy pursuant to this Agreement or the other Credit Documents which requires any consent, approval, recording, qualification or authorization of any Governmental Authority, the Company will execute and deliver, or will cause the execution and delivery of, all applications, certifications, instruments and other documents and papers that the Administrative Agent or the Collateral Agent may be required to obtain from the Company or any Group Member in order to obtain such governmental consent, approval, recording, qualification or authorization. (yg) a Foreign Pledge AgreementBy June 30 of each year, in each case to grant commencing June 30, 2012 (and promptly upon consummation of any Material Acquisition), the Company shall deliver to the Collateral Agent, for in addition to the benefit updated Intellectual Property information required pursuant to Section 4.3(b) of the Senior Secured PartiesGuarantee and Collateral Agreement, a perfected first priority supplement to Schedule 1.1G (i) setting forth any trademark Registered in the United States by the Company or any of its Subsidiaries that is, in the good faith determination of the Company, material to the business of the Company and its Subsidiaries, taken as a whole, that has not previously been disclosed to the Administrative Agent on Schedule 1.1G (or any update thereto previously provided hereunder) or (ii) removing any trademark Registered in the United States by the Company or any of its Subsidiaries that is no longer, in the good faith determination of the Company, material to the business of the Company and its Subsidiaries, taken as a whole; provided that no Principal Trade Name identified on Schedule 1.1G on the Closing Date may be removed from such Schedule. Each year after delivery of the updated Intellectual Property information required pursuant to Section 4.3(b) of the Guarantee and Collateral Agreement, upon written request of the Collateral Agent, the Company shall take such steps as the Collateral Agent may reasonably request in order to (A) perfect, for Intellectual Property of the Credit Parties Registered in the United States, and (B) file, for Key Foreign Trademarks and Key Foreign Patents in their respective jurisdictions, in the case of each of the foregoing clauses (A) and (B) the security interests granted in such Collateral in accordance with the provisions of the Guarantee and Collateral Agreement. (h) Upon the acquisition by the Company or any other Credit Party of Material Real Estate Asset after the Closing Date, the Company shall cause the Collateral and Guarantee Requirement to be satisfied in respect of such Material Real Estate Asset. (i) Notwithstanding anything to the contrary herein, (i) in no case shall a Person be required to grant a security interest in any stock of a 956 Subsidiary (other than 100% of the Capital Stock non-Voting Equity Interests (if any) and 65% of such Foreign Subsidiary that is owned by any such Loan Party the Voting Equity Interests of a first tier 956 Subsidiary), (subject only to the Liens permitted by clause (eii) of Section 6.02 and provided that in no event case shall more than 65% of the total outstanding voting Capital Stock Voting Equity Interests of any 956 Subsidiary be directly or indirectly pledged, in each case to secure Obligations of the Company or any Domestic Subsidiary if such Foreign grant of a security interest or pledge would result in deemed dividends to the Company or its owners pursuant to Section 956 of the Code and (iii) in no case shall a Transparent Subsidiary be required to guarantee any Obligations under any of the Credit Documents (it being understood that a Transparent Subsidiary may be so pledgedrequired to grant a security interest in certain of its assets, including certain Equity Interests in a 956 Subsidiary held by it, to the extent provided under other provisions of the Credit Documents, insofar as they are not inconsistent with the first two clauses of this Section 5.7(i)). (j) To the extent not delivered on the Closing Date, within 180 days after the Closing Date (or such later date as shall be reasonably acceptable to the Administrative Agent), (B) if commercially reasonable, the Company shall deliver or cause to be delivered to the Collateral Agent (i) a Mortgage with respect to each Mortgaged Property owned by the certificates representing such Capital StockCompany or a Subsidiary Guarantor as of the Closing Date, together with undated stock power, in blank, each executed and delivered by a duly authorized officer the owner of the relevant Loan PartyMortgaged Property covered thereby, (ii) for each such Mortgage, a lenders’ title insurance policy issued by a title company selected by the Company insuring the Collateral Agent’s interest in such Mortgaged Property and take such other action as may be necessary or, in the opinion of reasonably satisfactory to the Administrative Agent, desirable to perfect the Collateral Agent’s security interest therein, and (Ciii) if requested by the Administrative Agentfor each such Mortgage, deliver an opinion of local counsel with respect to the Administrative Agent and enforceability of such Mortgage under the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counselapplicable local law, reasonably satisfactory to the Administrative Agent and the Collateral Agent (collectively, the “Real Estate Deliverables”). If any Real Estate Deliverable is not received and satisfied within such 180-day period, the Borrowing Base will be reduced by the Eligible Value of the Eligible P&E or Eligible Real Estate for which such Real Estate Deliverable is outstanding. (k) Within 90 days (or, in the case of (i) the items identified in clause (f) of the definition of Collateral and Guarantee Requirement, 180 days, or (ii) the items identified in clause (d) of the definition of Collateral and Guarantee Requirement, 30 days) after the Closing Date (or such later date as shall be reasonably acceptable to the Administrative Agent), the Company shall deliver or cause to be delivered to the Collateral Agent each of the items described on Schedule 5.7(k) (collectively the “Post-Closing Deliverables”). If any Post-Closing Deliverable with respect to the Equity Interests in any Foreign Pledgee is not received and satisfied within such 90-day period, the Borrowing Base will be reduced by the Eligible Value of the Equity Interests in any Foreign Pledgee for which such Post-Closing Deliverable is outstanding. (l) The Company shall use commercially reasonable efforts to cause the definitive loan documentation for any Permitted DOE Facility to permit the Obligations to be secured on a second lien basis by the DOE Assets securing such Permitted DOE Facility. To the extent the Obligations may be secured by security interests in such DOE Assets, the Company shall, and shall cause the Subsidiary Guarantors to, promptly enter into such amendments to the Credit Documents or additional Credit Documents as the Administrative Agent may reasonably request, to implement such security interests, together with an intercreditor agreement with respect to such DOE Assets as contemplated by Section 9.25(b).

Additional Collateral, etc. (a) With respect Subject to any property acquired after the Funds Availability Date by any Loan Party (other than Excluded Assets, Excluded Perfection Assets and any property described in paragraph (b), (c) or clause (d) below, upon the formation or the Permitted Acquisition of any new direct or indirect Subsidiary (excluding any Excluded Domestic Subsidiary, Excluded Foreign Subsidiary, or any Subsidiary that is held directly or indirectly by an Excluded Foreign Subsidiary), or upon the occurrence of any Excluded Domestic Subsidiary acquired as an Investment under Section 7.7(k) as becoming or required to which be included in the Collateral Agent, definition of “Material Subsidiary” in order for the benefit of Borrower to comply with such definition, the Senior Secured PartiesBorrower shall, does not have a perfected Lien, promptly (and, in any event within 20 Business Days following at the date of such acquisition) Borrower’s expense: (i) on or before the date on which the Compliance Certificate in the immediately succeeding fiscal quarter is due (the “Compliance Certificate Delivery Date”) (but within 15 days after such formation or acquisition if an Event of Default exists), cause such Subsidiary to duly execute and deliver to the Administrative Agent and (with a copy to counsel to the Collateral Agent such amendments Administrative Agent) a supplement to the Guarantee and Collateral Agreement or such other documents as the Collateral Agent deems necessary Limited Guarantee Agreement (or reasonably advisable to grant to the Collateral Agent, for the benefit of the Senior Secured Parties, a security interest in such property and (ii) take all actions necessary or reasonably advisable to grant to the Collateral Agent, for the benefit of the Senior Secured Parties, a perfected first priority security interest in such property (subject, in the case of property not constituting Pledged Securities, to Permitted Liens, and in the case of Pledged Securities, to Liens permitted by Section 6.02(e)), including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be if required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Collateral Agent. (b) With respect to any fee interest in any real property or any lease consisting of real property acquired or leased after the Funds Availability Date by any Loan Party (other than any Excluded Assets and Excluded Perfection Assets) within ninety (90) days after the acquisition or leasing thereof (i) execute and deliver a first priority Mortgage (subject only to Liens permitted by clauses (a), (f) and (g) of Section 6.02) or where appropriate under the circumstances, an amendment to an existing Mortgage, in each case in favor of the Collateral Agent, for the benefit of the Senior Secured Parties, covering such real property, (ii) if requested by the Administrative Agent, provide the Senior Secured Parties with (x) either (1) (A) title insurance covering such real property to execute and deliver a limited guarantee agreement in an amount at least equal form substantially similar to the purchase price of such real property (Limited Guarantee Agreement or such other amount as shall be otherwise reasonably specified by acceptable to the Administrative Agent) ), as applicable, in form and substance reasonably satisfactory to the Administrative Agent; and (B) a current ALTA survey thereof, complying with guaranteeing the requirements set forth in Schedule 5.10(b) together with a surveyor’s certificate (only with respect to (i) any power plant, other Loan Parties’ obligations under the Loan Documents, (ii) any improved on or before the Compliance Certificate Delivery Date (but within 15 days after such formation or acquisition if an Event of Default exists), furnish to the Administrative Agent a description of the real propertyand personal properties of such Subsidiary, and in detail reasonably satisfactory to the Administrative Agent, (iii) any other real property for which on or before the Compliance Certificate Delivery Date (but within 15 days after such formation or acquisition if an ALTA survey was obtained when Event of Default exists), cause such property was acquired. Notwithstanding Subsidiary to duly execute and deliver to the foregoing, such Loan Party shall obtain or cause to be obtained an ALTA survey complying with the requirements set forth in Schedule 5.10(b) together Administrative Agent (with a surveyor’s certificate for any real property that becomes Collateral pursuant copy to this section counsel to the Administrative Agent) deeds of trust, trust deeds, deeds to secure debt, mortgages, supplements to the Pledge and Security Agreement and, to the extent that the title company will not remove the survey exception (or endorse over such exception) without an ALTA survey) or (2) where an amendment to an existing Mortgage has been delivered pursuant to clause (i) instead of a Mortgage, an endorsement to the existing title policy adding such property as an insured parcel, or a new title policy if the requirements in the state in which the real property is located do not allow for such an endorsement, and (y) any consents or estoppels reasonably deemed necessary or advisable by in the Administrative Agent or the Collateral Agent in connection with such Mortgage or Mortgage amendment (to the extent obtainable using commercially Agent’s reasonable efforts)opinion, each of the foregoing other Security Documents, as reasonably requested by and in form and substance reasonably satisfactory to the Collateral Administrative Agent (including delivery of all Pledged Stock in and of such Subsidiary and 65% of all Pledged Stock of any such Excluded Foreign Subsidiary), securing payment of all the obligations of the other Loan Parties and of such Subsidiary or such parent, as the case may be, under the Loan Documents and constituting Liens on all such real and personal properties; provided however that (1) the execution, delivery and recordation of deeds of trust, mortgages and similar documents granting a lien on real property interests and (2) the execution and delivery of landlord waivers and access agreements shall, in each case, be required only after the occurrence and during the continuance of an Event of Default; (iv) on or before the Compliance Certificate Delivery Date (but within 15 days after such formation or acquisition if an Event of Default exists), cause such Subsidiary (A) if it is not a corporation, to deliver an officer’s certificate certifying as to its organizational documents in form and substance reasonably satisfactory to the Administrative Agent, and (iiiB) (if requested it has not already done so) to take whatever action (including, the filing of Uniform Commercial Code financing statements, the giving of notices, the endorsement of notices on title documents, and after the occurrence and during of an Event of Default, the recording of mortgages) may be necessary or advisable in the reasonable opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and subsisting Liens on the properties purported to be subject to the deeds of trust, trust deeds, deeds to secure debt, mortgages, supplements to Pledge and Security Agreement and Security Documents delivered pursuant to this Section 6.8, enforceable against all third parties in accordance with their terms, (v) within 60 days after the reasonable request of the Administrative Agent, deliver to the Administrative Agent and the Collateral Agent legal opinions relating to the matters described abovea signed copy of a favorable opinion, which opinions shall be in form and substance, and from counsel, reasonably satisfactory addressed to the Administrative Agent and the Collateral AgentLenders, (iv) if requested by of counsel for the Administrative Agent or the Collateral Agent, deliver to the Administrative Agent and the Collateral Agent a current appraisal of such real property or other valuation of such Loan Party’s interest therein in a form and by an appraiser Parties reasonably acceptable to the Administrative AgentAgent as to the matters contained in clauses (i), (viii) deliver and (iv) above, and as to such other matters as the Administrative Agent may reasonably request, and (vi) as promptly as practicable after such formation or acquisition, deliver, upon the reasonable request of the Administrative Agent after the occurrence and continuance of an Event of Default, to the Administrative Agent with respect to each parcel of real property owned or held by the entity that is the subject of such formation or acquisition title reports, surveys and engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance reasonably satisfactory to the Collateral Agent a SFHDF Administrative Agent, provided, however, that to the extent that any Loan Party or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such real property andproperty, such items shall, promptly after the receipt thereof, be delivered to the extent that the SFHDF indicates that such real property is in a Special Flood Hazard Area as designated by the Federal Emergency Management Agency, proof that adequate flood insurance, as required under the National Flood Insurance Program, has been obtained with respect to such real property and (vi) deliver evidence of zoning compliance satisfactory to the Collateral Agent or Administrative Agent. (cb) With respect Subject to clause (d) below, upon the acquisition of any property by any Loan Party, if such property, in the reasonable judgment of the Administrative Agent, shall not already be subject to a perfected first priority security interest in favor of the Administrative Agent for the benefit of the Secured Parties, then the Borrower shall, at the Borrower’s expense and upon the Administrative Agent’s request: (i) any new Subsidiary on or before the Compliance Certificate Delivery Date (other than but within 15 days after such acquisition if an Excluded Subsidiary) created or acquired by Event of Default exists), furnish to the Borrower or any Administrative Agent a description of the Restricted Subsidiaries or property so acquired in detail reasonably satisfactory to the Administrative Agent, (ii) any domestic Immaterial Subsidiary on or domestic Unrestricted Subsidiary that is designated as a Restricted Subsidiary in accordance with Section 6.11before the Compliance Certificate Delivery Date (but within 15 days after such acquisition if an Event of Default exists), in each case, after the Funds Availability Date, within twenty (20) days of such creation, acquisition or designation the Borrower or cause the applicable Restricted Subsidiary shall (i) Loan Party to duly execute and deliver to the Administrative Agent and the Collateral Agent such amendments deeds of trust, trust deeds, deeds to secure debt, mortgages, supplements to the Guarantee Pledge and Collateral Security Agreement and, to the extent necessary or advisable in the Administrative Agent’s reasonable opinion, other Security Documents, as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent, securing payment of all the Obligations of the applicable Loan Party under the Loan Documents and constituting Liens on all such properties; provided however that (1) the execution, delivery and recordation of deeds of trust, mortgages and similar documents granting a lien on real property interests and (2) the execution and delivery of landlord waivers and access agreements shall, in each case, be required only upon the request of the Administrative Agent after the occurrence and during the Collateral Agent deem necessary or reasonably advisable to grant to the Collateral Agent, for the benefit continuance of the Senior Secured Parties, a perfected first priority security interest in the Capital Stock an Event of such new Subsidiary that is owned by any Loan Party (subject only to the Liens permitted by clause (e) of Section 6.02), (ii) deliver to the Collateral Agent any certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Restricted Subsidiary, Default, (iii) on or before the Compliance Certificate Delivery Date (but within 15 days after such acquisition if an Event of Default exists), cause such Subsidiary that is a wholly-owned Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, and (B) applicable Loan Party to take such actions necessary or advisable to grant to the Collateral Agent for the benefit of the Senior Secured Parties a perfected first priority security interest whatever action (subject, in the case of property not constituting Pledged Securities, to Permitted Liens, and in the case of Pledged Securities, to Liens permitted by Section 6.02(e)) in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code UCC financing statements in such jurisdictions as statements, the giving of notices, the endorsement of notices on title documents, and after the occurrence and during of an Event of Default, the recording of mortgages) may be required by necessary or advisable in the Guarantee and Collateral Agreement or by Applicable Law or as may be reasonably requested by reasonable opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and subsisting Liens on such property, enforceable against all third parties, (iv) if requested by within 60 days after the reasonable request of the Administrative Agent, deliver to the Administrative Agent and the Collateral Agent legal opinions relating to the matters described abovea signed copy of a favorable opinion, which opinions shall be in form and substance, and from counsel, reasonably satisfactory addressed to the Administrative Agent and the Collateral Lenders, of counsel for the Loan Parties reasonably acceptable to the Administrative Agent as to the matters contained in clauses (ii) and (iii) above and as to such other matters as the Administrative Agent may reasonably request, and (v) as promptly as practicable after any acquisition of a material fee or material leasehold interest in real property, deliver, upon the reasonable request of the Administrative Agent after the occurrence and continuance of an Event of Default, to the Administrative Agent with respect to such real property title reports, surveys and engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance reasonably satisfactory to the Administrative Agent, provided, however, that to the extent that any Loan Party or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such real property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent, (c) At any time upon reasonable request of the Administrative Agent, promptly execute and deliver any and all further instruments and documents and take all such other action as the Administrative Agent may reasonably deem necessary or desirable in obtaining the full benefits of, or (as applicable) in perfecting and preserving the Liens of, such guaranties, deeds of trust, trust deeds, deeds to secure debt, mortgages, supplements to the Pledge and Security Agreement and other security and pledge agreements. (d) With respect to (i) any Foreign Subsidiary created Notwithstanding anything herein or acquired after the Funds Availability Date and directly owned by any Loan Party or (ii) any foreign Immaterial Subsidiary or foreign Unrestricted Subsidiary that is designated as a Restricted Subsidiary in accordance with Section 6.11 and directly owned by any Loan Party, in each case, after the Funds Availability Date , promptly (and, in any eventother Loan Document to the contrary, within 30 days neither the Borrower nor any of its Subsidiaries shall at any time prior to the creation occurrence and the continuance of an Event of Default be required to grant or acquisition thereof) (A) execute and deliver to perfect a security interest in favor of the Administrative Agent and the Collateral Agent (x) such amendments to the Guarantee and Collateral Agreement as the Collateral Agent deems necessary or reasonably advisable and/or (y) a Foreign Pledge Agreement, in each case to grant to the Collateral Agent, for the benefit of the Senior Secured Parties, a perfected first priority security interest Parties in (i) Excluded Property (as such term is defined in the Capital Stock of such Foreign Subsidiary that is owned by any such Loan Party (subject only to the Liens permitted by clause (e) of Section 6.02 and provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such Foreign Subsidiary be required to be so pledgedSecurity Agreement), (Bii) if commercially reasonable, deliver to the Collateral Agent the certificates representing such Capital Stock, together fee interests in any real property with undated stock power, a fair market value not in blank, executed and delivered by a duly authorized officer excess of the relevant Loan Party, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Collateral Agent’s security interest therein$2,500,000, and (Ciii) if requested by the Administrative Agent, deliver to the Administrative Agent and the Collateral Agent legal opinions relating to the matters described above, which opinions shall be any leasehold interests in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent and the Collateral Agentreal property with a fair market value not in excess of $5,000,000 individually.

Additional Collateral, etc. (a) With respect to any property acquired personal Property acquired, created or developed (including, without limitation, the filing of any applications for the registration or issuance of any Intellectual Property) after the Funds Availability 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 Excluded Assetsany leasehold estate in a retail store, Excluded Perfection Assets and (i) any property Property described in paragraph (b) or paragraph (c) of this Section (without regard to the value threshold set forth therein), (cii) or any Property subject to a Lien expressly permitted by Section 6.3(g), (diii) belowthat portion of the Capital Stock of a Foreign Subsidiary excluded from the Collateral pursuant to the terms of the Guarantee and Collateral Agreement, (iv) Property consisting of deposit accounts which are not required by the terms of the Guarantee and Collateral Agreement to be subject to control agreements) and (v) any other Excluded Assets (as defined in the Guarantee and Collateral Agreement) as to which the Collateral Administrative Agent, for the benefit of the Senior Secured Parties, does not have a perfected Lien), promptly (and, in any event within 20 Business Days following the date of such acquisition) (ix) 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 Administrative Agent deems reasonably necessary or reasonably advisable to grant to the Collateral Administrative Agent, for the benefit of the Senior Secured Parties, a security interest in such property Property and (iiy) take all actions reasonably necessary or reasonably advisable to grant to the Collateral Administrative Agent, for the benefit of the Senior Secured Parties, a perfected first priority security interest in such property (subject, in the case of property not constituting Pledged Securities, subject to Permitted Liens, ) in such Property to the extent required under the Guarantee and in the case of Pledged Securities, to Liens permitted by Section 6.02(e))Collateral Agreement, 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 Agentlaw. (b) With respect to any fee interest (or leasehold interest, to the extent such leasehold is created under a triple net ground lease or similar arrangement) in any real property or any lease consisting having a value (together with improvements thereof) of real property at least $5,000,000 acquired or leased after the Funds Availability Closing Date by any a Loan Party (other than any Excluded Assets and Excluded Perfection Assets) within ninety (90) days after the acquisition or leasing thereof which is not primarily used as a retail store location, promptly (i) execute and deliver a first priority Mortgage (subject only to Liens permitted by clauses (a), (fPermitted Liens) and (g) of Section 6.02) or where appropriate under the circumstances, an amendment to an existing Mortgage, in each case in favor of the Collateral Administrative Agent, for the benefit of the Senior Secured Parties, covering such real property, (ii) if requested by the Administrative Agent, provide the Senior Secured Parties Lenders with (x) either title and extended (1to the extent available without surveys) (A) title insurance coverage insurance, complying with the provisions of Section 4.3(d), covering such real property in an amount at least equal to the purchase price of such real property (or such other lower amount as shall be reasonably specified agreed upon by the Administrative Agent) as well as, if reasonably requested by the Administrative Agent, a current ALTA survey (in form and substance reasonably satisfactory to the Administrative Agent; and (B) a current ALTA survey thereof, complying with the requirements set forth in Schedule 5.10(b) together with a surveyor’s certificate (only with respect to (i) any power plant, (ii) any improved real property, and (iii) any other real property for which an ALTA survey was obtained when such property was acquired. Notwithstanding the foregoing, such Loan Party shall obtain or cause to be obtained an ALTA survey complying with the requirements set forth in Schedule 5.10(b) together with a surveyor’s certificate for any real property that becomes Collateral pursuant to this section to the extent that the title company will not remove the survey exception (or endorse over such exception) without an ALTA survey) or (2) where an amendment to an existing Mortgage has been delivered pursuant to clause (i) instead of a Mortgage, an endorsement to the existing title policy adding such property as an insured parcel, or a new title policy if the requirements in the state in which the real property is located do not allow for such an endorsement, and (y) any consents or estoppels reasonably deemed necessary or advisable by the Administrative Agent or the Collateral Agent in connection with such Mortgage or Mortgage amendment (to the extent obtainable using commercially reasonable efforts)Mortgage, each of the foregoing in form and substance reasonably satisfactory to the Collateral Agent, Administrative Agent and (iii) if reasonably requested by the Administrative Agent, 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, (iv) if requested by the Administrative Agent or the Collateral Agent, deliver to the Administrative Agent and the Collateral Agent a current appraisal of such real property or other valuation of such Loan Party’s interest therein in a form and by an appraiser reasonably acceptable to the Administrative Agent, (v) deliver to the Administrative Agent and the Collateral Agent a SFHDF with respect to such real property and, to the extent that the SFHDF indicates that such real property is in a Special Flood Hazard Area as designated by the Federal Emergency Management Agency, proof that adequate flood insurance, as required under the National Flood Insurance Program, has been obtained with respect to such real property and (vi) deliver evidence of zoning compliance satisfactory to the Collateral Agent or Administrative Agent. (c) With respect to (i) any new Subsidiary (other than an Excluded Subsidiary) that would constitute a Guarantor within the meaning of that term created or acquired by after the Borrower or Closing Date (which, for the purposes of this paragraph, shall include any of the Restricted Subsidiaries or (ii) any domestic Immaterial existing Subsidiary that ceases to be an Foreign Subsidiary or domestic Unrestricted Subsidiary that is designated as an Immaterial Subsidiary), by a Restricted Subsidiary in accordance with Section 6.11Loan Party promptly (e) to the extent required under the Guarantee and Collateral Agreement, in each case, after the Funds Availability Date, within twenty (20) days of such creation, acquisition or designation the Borrower or the applicable Restricted Subsidiary shall (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent and the Collateral Agent deem deems necessary or reasonably advisable to grant to the Collateral Administrative Agent, for the benefit of the Senior Secured Parties, a perfected first priority security interest (subject to Permitted Liens) in the Capital Stock of such new Subsidiary that is owned by any such Loan Party (subject only to the Liens permitted by clause (e) of Section 6.02)Party, (ii) deliver to the Collateral Administrative Agent any certificates 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 SubsidiaryLoan Party, (iii) cause such Subsidiary that is a wholly-owned new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, Agreement and (B) to take such actions necessary or advisable to grant to the Collateral Administrative Agent for the benefit of the Senior Secured Parties a perfected first priority security interest (subject, in the case of property not constituting Pledged Securities, to Permitted Liens, and in the case of Pledged Securities, to Liens permitted by Section 6.02(e)) in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary, including including, without limitation, the recording of instruments in the United States Patent and Trademark Office and the United States Copyright Office, the execution and delivery by all necessary persons of control agreements, and the filing of Uniform Commercial Code UCC financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by Applicable Law law or as may be reasonably requested by the Administrative Agent Agent, and (iv) if reasonably requested by the Administrative Agent, 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. (d) With respect to (i) any new Foreign Subsidiary created or acquired after the Funds Availability Closing Date and directly owned by any Loan Party or (ii) any foreign Immaterial Subsidiary or foreign Unrestricted Subsidiary that is designated as a Restricted Subsidiary in accordance with Section 6.11 and directly owned by any Loan Party, in each case, after the Funds Availability Date , promptly (and, in any event, within 30 days of the creation or acquisition thereof) (Ai) execute and deliver to the Administrative Agent and the Collateral Agent (x) such amendments to the Guarantee and Collateral Agreement or such other documents as the Collateral Administrative Agent reasonably deems necessary or reasonably advisable and/or (y) a Foreign Pledge Agreement, in each case order to grant to the Collateral Administrative Agent, for the benefit of the Senior Secured Parties, a perfected first priority security interest (subject to Permitted Liens) in the Capital Stock of such Foreign new Subsidiary that is owned by any such Loan Party Party, (subject only to the Liens permitted by clause (e) of Section 6.02 and provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Foreign Subsidiary be required to be so pledged), (Bii) if commercially reasonable, deliver to the Collateral Administrative Agent the certificates certificates, if any, representing such Capital Stock, together with undated stock powerpowers, in blank, executed and delivered by a duly authorized officer of the relevant such Loan Party, and take such other action required under the Guarantee and Collateral Agreement as may be necessary or, in to perfect the opinion Lien of the Administrative Agent, desirable to perfect the Collateral Agent’s security interest thereinAgent thereon, and (Ciii) if reasonably requested by the Administrative Agent, 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. (e) Notwithstanding anything to the contrary in this Section 5.10, paragraphs (a), (b), (c) and (d) of this Section 5.10 shall not apply to any Property, new Subsidiary or new Foreign Subsidiary created or acquired after the Closing Date, as applicable, (i) as to which the Administrative Agent has determined in its reasonable discretion that the collateral value thereof is insufficient to justify the difficulty, time and/or expense of obtaining a perfected security interest therein or (ii) with respect to leases of real property described in paragraph (b) of this Section 5.10, as to which the consent of the landlord is required to grant a security interest to the Administrative Agent and the Collateral AgentBorrower has not been able to obtain such consent after having used commercially reasonably efforts to do so (it being agreed that the use of commercially reasonable efforts shall not require the payment by the Borrower or any of its Affiliates of any consent fees or similar payments to landlords).

Additional Collateral, etc. (a) With respect to any property Property acquired after the Funds Availability Restatement Closing Date by the Parent, the Borrower or any Loan Party Subsidiary Guarantor (other than Excluded Assets(u) personal property as to which the Administrative Agent, Excluded Perfection Assets for the benefit of the Secured Parties, is not required to have a perfected security interest pursuant to the Guarantee and Collateral Agreement, (v) the Capital Stock of any property Unrestricted Subsidiary organized under the laws of any jurisdiction outside the United States, (w) any Property described in paragraph (b), (c) or (d) belowof this Section, (x) any interest in real property, (y) any foreign intellectual property and (z) any Property subject to a Lien permitted by Section 7.3(g), (k) or (m)) as to which the Collateral Administrative Agent, for the benefit of the Senior Secured Parties, does not have a perfected LienLien to the extent required pursuant to the Guarantee and Collateral Agreement, promptly (and, in any event within 20 Business Days following the date of such acquisition) (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Collateral Administrative Agent deems necessary or reasonably advisable to grant to the Collateral Administrative Agent, for the benefit of the Senior Secured Parties, a security interest in such property Property and (ii) take all actions necessary or reasonably advisable to grant to the Collateral Administrative Agent, for the benefit of the Senior Secured Parties, a perfected first priority (subject to Liens permitted by the Guarantee and Collateral Agreement) security interest in such property (subject, in the case of property not constituting Pledged Securities, to Permitted Liens, and in the case of Pledged Securities, to Liens permitted by Section 6.02(e))Property, 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. (b) With respect to (i) any fee interest in any real property having a value (together with improvements thereof) of at least $4,000,000 (valued in accordance with Schedule 6.9(b)-1; such valuation to be reasonably satisfactory to the Administrative Agent) acquired after the Restatement Closing Date by the Parent, the Borrower or any lease consisting Subsidiary Guarantor (which, for purposes of this paragraph, shall include any such property owned or leased by an entity at the time such entity becomes a Subsidiary Guarantor) or (ii) any leasehold interest in any real property contemplating an initial annual rent payment, including projected percentage rent during such initial year, after the expiration of any free rent or “rent abatement” period, of at least $550,000 acquired or leased after the Funds Availability Restatement Closing Date by the Parent, the Borrower or any Loan Party Subsidiary Guarantor (in each case other than any Excluded Assets such real property subject to a Lien expressly permitted by Section 7.3(g), (k) or (m)), if, at the time of such acquisition or lease commencement, the aggregate value of all leasehold and Excluded Perfection Assetsfee-owned real property of the Borrower and the Subsidiary Guarantors subject to a Mortgage (valued in accordance with Schedule 6.9(b)-1; such value to be demonstrated to the reasonable satisfaction of the Administrative Agent) within ninety is less than 125% of the Assumed Loan Amount (90provided that, notwithstanding the foregoing requirement, the Parent, the Borrower and the Subsidiary Guarantors may elect to exclude leasehold interests in real property and fee-owned real property, to the extent that such leasehold interests and fee interests (i) have an aggregate value, measured at the time of any such election, not in excess of $150,000,000 (valued in accordance with Schedule 6.9(b)-1) or (ii) are listed on Schedule 6.9(b)-2), then no later than 90 days after the date of such acquisition or leasing thereof lease commencement: (iA) execute and deliver a first priority Mortgage (subject only to Liens permitted by clauses (a), (f) and (g) of Section 6.02) or where appropriate under the circumstances, an amendment to an existing Mortgage, in each case in favor of the Collateral Administrative Agent, for the benefit of the Senior Secured Parties, covering such real property, subject to any Liens permitted by Section 7.3; (iiB) if requested by the Administrative Agent, provide the Senior Secured Parties Lenders with (xw) either (1) (A) a title insurance covering such real property in an amount at least equal to the purchase price of such real property (or such search showing no Liens other amount as shall be reasonably specified by the Administrative Agent) than Liens permitted under Section 7.3 and otherwise in form and substance reasonably satisfactory acceptable to the Administrative Agent; and (B) a current , as well as an ALTA survey thereof, complying with the requirements set forth in Schedule 5.10(b) together with a surveyor’s certificate (only with respect to (i) any power plantcertificate, (ii) any improved real property, and (iii) any other real property for which an ALTA survey was obtained when such property was acquired. Notwithstanding the foregoing, such Loan Party shall obtain or cause to be obtained an ALTA survey complying with the requirements set forth in Schedule 5.10(b) together with a surveyor’s certificate for any real property that becomes Collateral pursuant to this section to the extent that the title company will not remove the survey exception (or endorse over such exception) without an ALTA survey) or (2) where an amendment to an existing Mortgage has been delivered pursuant to clause (i) instead of a Mortgage, an endorsement to the existing title policy adding such property as an insured parcel, or a new title policy if the requirements in the state in which the real property is located do not allow for such an endorsement, and (yx) any consents or estoppels reasonably deemed necessary or advisable by the Administrative Agent or the Collateral Agent in connection with such Mortgage or Mortgage amendment (to the extent obtainable using commercially reasonable efforts)Mortgage, each of the foregoing in form and substance reasonably satisfactory to the Collateral Administrative Agent, (iiiy) an appraisal of the value, or a valuation of, the applicable Mortgaged Property, which shall be reasonably satisfactory to the Administrative Agent, and (z) Phase I environmental reports (and where appropriate based upon such Phase I environmental reports and at the reasonable request of the Administrative Agent, Phase II environmental reports) with respect to such real property, all in form and substance reasonably satisfactory to the Administrative Agent; (C) if requested by the Administrative Agent, 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, ; (ivD) if requested by the Administrative Agent or the Collateral Agent, deliver to the Administrative Agent a completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to such Mortgaged Property (together with a notice about special flood hazard area status and flood disaster assistance duly executed by the Collateral Agent a current appraisal of Borrower and each Loan Party relating thereto) and if any such real property or other valuation of such Loan Party’s interest therein Mortgaged Property is located in a special flood hazard area, evidence of flood insurance in form and amount reasonably satisfactory to the Administrative Agent; and (E) (x) deliver to the Administrative Agent evidence that short form leases or lease memoranda shall have been duly recorded in the local real estate records, with respect to each Mortgaged Property constituting a leasehold interest and (y) with respect to those Mortgaged Properties consisting of leaseholds so designated by an appraiser the Administrative Agent described in the preceding clause (x), use commercially reasonable efforts to deliver to the Administrative Agent copies of valid, binding and enforceable lease amendments or landlord agreements in form and content reasonably acceptable to the Administrative Agent, (v) deliver to conferring on the Administrative Agent rights of default notice, cure opportunity and such other leasehold lender protections as the Collateral Administrative Agent a SFHDF with respect to such real property andmay reasonably require. Notwithstanding the foregoing, to the extent that Administrative Agent may extend the SFHDF indicates that such real property is date for, or waive, in a Special Flood Hazard Area as designated by whole or in part, the Federal Emergency Management Agency, proof that adequate flood insurance, as required under the National Flood Insurance Program, has been obtained with respect to such real property and (vi) deliver evidence of zoning compliance satisfactory to the Collateral Agent or Administrative Agentforegoing deliveries in its sole discretion. (c) With respect to (i) any new Subsidiary (other than (i) a Class II Restricted Subsidiary or (ii) an Excluded SubsidiaryUnrestricted Subsidiary or (iii) a CFC Holdco) created or acquired after the Restatement Closing Date (which, for the purposes of this paragraph, shall include any existing Subsidiary that becomes a Class I Restricted Subsidiary because it ceases to be an Unrestricted Subsidiary), by the Parent, the Borrower or any of the Restricted Subsidiaries or (ii) any domestic Immaterial Subsidiary or domestic Unrestricted Subsidiary that is designated as a Restricted Subsidiary in accordance with Section 6.11Guarantor, in each case, after the Funds Availability Date, within twenty (20) days of such creation, acquisition or designation the Borrower or the applicable Restricted Subsidiary shall promptly (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent and the Collateral Agent deem deems necessary or reasonably advisable to grant to the Collateral Administrative Agent, for the benefit of the Senior Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by the Parent, the Borrower or any Loan Party Subsidiary Guarantor (other than any such Capital Stock subject only to a Lien expressly permitted by Section 7.3(m)), subject to the Liens permitted by clause (e) of Section 6.02)the Guarantee and Collateral Agreement, (ii) deliver to the Collateral Administrative Agent any the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Parent, the Borrower or such Restricted SubsidiarySubsidiary Guarantor, as the case may be, (iii) if such new Subsidiary is a Wholly Owned Subsidiary, cause such Subsidiary that is a wholly-owned new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, Agreement and (B) to take such actions necessary or advisable to grant to the Collateral Administrative Agent for the benefit of the Senior Secured Parties a perfected first priority security interest (subject, in the case of property not constituting Pledged Securities, to Permitted Liens, and in the case of Pledged Securities, to Liens permitted by Section 6.02(e)) in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary, including subject to the Liens permitted by the Guarantee and Collateral Agreement, including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by Applicable Law law or as may be reasonably requested by the Administrative Agent Agent, and (iv) if requested by the Administrative Agent, 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. (d) With respect to (i) any Foreign new Class II Restricted Subsidiary or CFC Class II Holdco created or acquired after the Funds Availability Restatement Closing Date and directly owned by the Parent, the Borrower or any Loan Party or Subsidiary Guarantor (ii) which, for purposes of this paragraph (d), shall include any foreign Immaterial Subsidiary or foreign Unrestricted Subsidiary that is designated as becomes a Class II Restricted Subsidiary in accordance with Section 6.11 and directly owned by any Loan Party, in each case, after the Funds Availability Date Subsidiary), promptly (and, in any event, within 30 days of the creation or acquisition thereof) (Ai) execute and deliver to the Administrative Agent and the Collateral Agent (x) such amendments to the Guarantee and Collateral Agreement or such other documents as the Collateral Administrative Agent deems necessary or reasonably advisable and/or (y) a Foreign Pledge Agreement, in each case order to grant to the Collateral Administrative Agent, for the benefit of the Senior Secured Parties, a perfected first priority (subject to the Liens permitted by the Guarantee and Collateral Agreement) security interest in the Capital Stock of such Foreign new Subsidiary that is owned by the Parent, the Borrower or any Subsidiary Guarantor (other than any such Loan Party (Capital Stock subject only to the Liens a Lien expressly permitted by clause Section 7.3(m)) (e) of Section 6.02 and provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such Foreign new Class II Restricted Subsidiary or CFC Class II Holdco be required to be so pledged), (Bii) if commercially reasonable, deliver to the Collateral Administrative Agent the certificates representing such Capital Stock, together with undated stock powerpowers, in blank, executed and delivered by a duly authorized officer of the relevant Loan PartyParent, the Borrower or such Subsidiary Guarantor, as the case may be, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Collateral Agent’s security interest thereinLien of the Administrative Agent thereon, and (Ciii) if requested by the Administrative Agent, 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. (e) Notwithstanding anything else to the contrary contained in this Section or elsewhere in the Agreement, perfection of Collateral shall not be required where either the burden or costs of perfecting a security interest, lien or mortgage is reasonably determined by the Administrative Agent to be excessive in relation to the benefit afforded to the Lenders thereby.

Additional Collateral, etc. (a) With respect to any personal property or Intellectual Property (other than assets expressly excluded from the Collateral pursuant to the Security Documents) located in the United States acquired or created after the Funds Availability Closing Date by any Loan Party (other than Excluded Assets, Excluded Perfection Assets and (x) any property described subject to a Lien expressly permitted by Section 7.3(g) and (y) Instruments, Certificated Securities, Securities and Chattel Paper, which are referred to in the last sentence of this paragraph (ba), (c) or (d) below) as to which the Collateral Agent, Agent for the benefit of the Senior Secured Parties, Parties does not have a perfected Lien, promptly (andpromptly, but in any event case within 20 Business Days following 30 days (which period may be extended by the date of such acquisition) Administrative Agent in its reasonable discretion), (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 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 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. Any Instrument, Certificated Security (other than in respect of the Capital Stock of any Subsidiary), Security or Chattel Paper in excess of $2,500,000 shall be promptly delivered to the Collateral Agent indorsed in a manner reasonably satisfactory to the Collateral Agent to be held as Collateral pursuant to the relevant Security Document. (b) With respect to any fee owned real property located in the United States having a value (together with improvements thereof) of at least $2,500,000 acquired after the Closing Date by any Loan Party (other than any such real property subject to a Lien expressly permitted by Section 7.3(g)) (i) within 30 days of such acquisition, give notice of such acquisition to the Collateral Agent and, if requested by the Collateral Agent promptly thereafter execute and deliver a first priority Mortgage (subject to Liens permitted by Section 7.3 other than clauses (a), (h)(ii), (z) and (aa) thereof) in favor of the Collateral Agent for the benefit of the Secured Parties, covering such real property (provided that no Mortgage nor survey shall be obtained if the Collateral Agent reasonably determines in consultation with the Borrower that the costs of obtaining such Mortgage or survey are excessive in relation to the value of the security to be afforded thereby), (ii) if reasonably requested by the Collateral Agent (A) provide the Lenders with a lenders’ title insurance policy with extended coverage covering such real property in an amount at least equal to the purchase price of such real property (or such other amount as shall be reasonably specified by the Collateral Agent) as well as a current ALTA survey thereof, together with a surveyor’s certificate unless the title insurance policy referred to above shall not contain an exception for any matter shown by a survey (except to the extent an existing survey has been provided and specifically incorporated into such title insurance policy), each in form and substance reasonably satisfactory to the Collateral Agent, and (B) use commercially reasonable efforts to obtain any consents or estoppels reasonably deemed necessary by the Collateral Agent in connection with such Mortgage, each of the foregoing in form and substance reasonably satisfactory to the Collateral Agent and (iii) if requested by the Collateral Agent deliver to the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agent. (c) With respect to any new Domestic Subsidiary that is created or acquired after the Closing Date by any Loan Party, promptly, but in any case within 30 days of such creation or acquisition (which period may be extended by the Administrative Agent in its reasonable discretion), (i) give notice of such acquisition or creation to the Collateral Agent and, if requested by the Collateral Agent, execute and deliver to the Collateral Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Collateral Agent reasonably deems 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 the Capital Stock of such new Subsidiary that is owned by such Loan Party, (ii) deliver to the Collateral Agent the certificates, if any, representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of such Loan Party, and (iii) if such new Subsidiary is a wholly owned Domestic Subsidiary, cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement and (B) to take such actions necessary or reasonably 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 the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary (to the extent the Collateral Agent, for the benefit of the Senior Secured Parties, has a perfected security interest in such property and (ii) take all actions necessary or reasonably advisable to grant to the same type of Collateral Agent, for the benefit as of the Senior Secured Parties, a perfected first priority security interest in such property (subject, in the case of property not constituting Pledged Securities, to Permitted Liens, and in the case of Pledged Securities, to Liens permitted by Section 6.02(e)Closing Date), 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 Agent. (bd) With respect to any fee interest in any real property new Foreign Subsidiary directly owned by Holdings, the Borrower or any lease consisting of real property a Domestic Subsidiary that is created or acquired or leased after the Funds Availability Closing Date by any Loan Party Party, promptly, but in any case within 30 days of such acquisition (other than any Excluded Assets and Excluded Perfection Assets) within ninety (90) days after which period may be extended by the acquisition or leasing thereof Administrative Agent in its sole discretion), (i) execute and deliver a first priority Mortgage (subject only give notice of such acquisition or creation to Liens permitted the Collateral Agent and, if requested by clauses (a), (f) and (g) of Section 6.02) or where appropriate under the circumstances, an amendment to an existing Mortgage, in each case in favor of the Collateral Agent, for the benefit of the Senior Secured Parties, covering such real property, (ii) if requested by the Administrative Agent, provide the Senior Secured Parties with (x) either (1) (A) title insurance covering such real property in an amount at least equal to the purchase price of such real property (or such other amount as shall be reasonably specified by the Administrative Agent) in form and substance reasonably satisfactory to the Administrative Agent; and (B) a current ALTA survey thereof, complying with the requirements set forth in Schedule 5.10(b) together with a surveyor’s certificate (only with respect to (i) any power plant, (ii) any improved real property, and (iii) any other real property for which an ALTA survey was obtained when such property was acquired. Notwithstanding the foregoing, such Loan Party shall obtain or cause to be obtained an ALTA survey complying with the requirements set forth in Schedule 5.10(b) together with a surveyor’s certificate for any real property that becomes Collateral pursuant to this section to the extent that the title company will not remove the survey exception (or endorse over such exception) without an ALTA survey) or (2) where an amendment to an existing Mortgage has been delivered pursuant to clause (i) instead of a Mortgage, an endorsement to the existing title policy adding such property as an insured parcel, or a new title policy if the requirements in the state in which the real property is located do not allow for such an endorsement, and (y) any consents or estoppels reasonably deemed necessary or advisable by the Administrative Agent or the Collateral Agent in connection with such Mortgage or Mortgage amendment (to the extent obtainable using commercially reasonable efforts), each of the foregoing in form and substance reasonably satisfactory to the Collateral Agent, (iii) if requested by the Administrative Agent, 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, (iv) if requested by the Administrative Agent or the Collateral Agent, deliver to the Administrative Agent and the Collateral Agent a current appraisal of such real property or other valuation of such Loan Party’s interest therein in a form and by an appraiser reasonably acceptable to the Administrative Agent, (v) deliver to the Administrative Agent and the Collateral Agent a SFHDF with respect to such real property and, to the extent that the SFHDF indicates that such real property is in a Special Flood Hazard Area as designated by the Federal Emergency Management Agency, proof that adequate flood insurance, as required under the National Flood Insurance Program, has been obtained with respect to such real property and (vi) deliver evidence of zoning compliance satisfactory to the Collateral Agent or Administrative Agent. (c) With respect to (i) any new Subsidiary (other than an Excluded Subsidiary) created or acquired by the Borrower or any of the Restricted Subsidiaries or (ii) any domestic Immaterial Subsidiary or domestic Unrestricted Subsidiary that is designated as a Restricted Subsidiary in accordance with Section 6.11, in each case, after the Funds Availability Date, within twenty (20) days of such creation, acquisition or designation the Borrower or the applicable Restricted Subsidiary shall (i) 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 Administrative Agent and the Collateral Agent deem deems necessary or reasonably advisable in order to grant to the Collateral Agent, for the benefit of the Senior Secured Parties, a perfected first priority security interest (to the extent required by the Security Documents and with the priority required by Section 4.17) in the Capital Stock of such new Subsidiary that is owned by any such Loan Party (subject only provided that (x) in no event shall more than 65% of the total outstanding voting Capital Stock of any Foreign Subsidiary be required to the Liens permitted by clause be so pledged and (ey) 100% of Section 6.02)non-voting stock of any Foreign Subsidiary, if any, shall be required to be so pledged) and (ii) to the extent permitted by applicable law, deliver to the Collateral Agent any certificates 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, (iii) cause such Subsidiary that is a wholly-owned Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, and (B) to take such actions necessary or advisable to grant to the Collateral Agent for the benefit of the Senior Secured Parties a perfected first priority security interest (subject, in the case of property not constituting Pledged Securities, to Permitted Liens, and in the case of Pledged Securities, to Liens permitted by Section 6.02(e)) in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by Applicable Law or as may be reasonably requested by the Administrative Agent and (iv) if requested by the Administrative Agent, 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. (d) With respect to (i) any Foreign Subsidiary created or acquired after the Funds Availability Date and directly owned by any Loan Party or (ii) any foreign Immaterial Subsidiary or foreign Unrestricted Subsidiary that is designated as a Restricted Subsidiary in accordance with Section 6.11 and directly owned by any Loan Party, in each case, after the Funds Availability Date , promptly (and, in any event, within 30 days of the creation or acquisition thereof) (A) execute and deliver to the Administrative Agent and the Collateral Agent (x) such amendments to the Guarantee and Collateral Agreement as the Collateral Agent deems necessary or reasonably advisable and/or (y) a Foreign Pledge Agreement, in each case to grant to the Collateral Agent, for the benefit of the Senior Secured Parties, a perfected first priority security interest in the Capital Stock of such Foreign Subsidiary that is owned by any such Loan Party (subject only to the Liens permitted by clause (e) of Section 6.02 and provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such Foreign Subsidiary be required to be so pledged), (B) if commercially reasonable, deliver to the Collateral Agent the certificates representing such Capital Stock, together with undated stock power, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and take such other action as may be necessary or, in the reasonable opinion of the Administrative Collateral Agent, desirable necessary to perfect or ensure appropriate priority the Lien of the Collateral Agent’s security interest thereinAgent thereon. (e) Notwithstanding anything to the contrary in any Loan Document, and (C) if requested by this Section shall not apply with respect to any collateral to the Administrative Agent, deliver to extent the Administrative Agent and has reasonably determined that the Collateral Agent legal opinions relating value of such collateral to which this Section would otherwise apply is insufficient to justify the matters described abovedifficulty, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent and the Collateral Agenttime and/or expense of obtaining a perfected Lien therefrom.

Additional Collateral, etc. (a) With respect to any property Property acquired after the Funds Availability Restatement Closing Date by the Parent, the Borrower or any Loan Party Subsidiary Guarantor (other than Excluded Assets(u) personal property as to which the Administrative Agent, Excluded Perfection Assets for the benefit of the Secured Parties, is not required to have a perfected security interest pursuant to the Guarantee and Collateral Agreement, (v) the Capital Stock of any property Unrestricted Subsidiary organized under the laws of any jurisdiction outside the United States, (w) any Property described in paragraph (b), (c) or (d) belowof this Section, (x) any interest in real property, (y) any foreign intellectual property and (z) any Property subject to a Lien permitted by Section 7.3(g), (k) or (m)) as to which the Collateral Administrative Agent, for the benefit of the Senior Secured Parties, does not have a perfected LienLien to the extent required pursuant to the Guarantee and Collateral Agreement, promptly (and, in any event within 20 Business Days following the date of such acquisition) (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Collateral Administrative Agent deems necessary or reasonably advisable to grant to the Collateral Administrative Agent, for the benefit of the Senior Secured Parties, a security interest in such property Property and (ii) take all actions necessary or reasonably advisable to grant to the Collateral Administrative Agent, for the benefit of the Senior Secured Parties, a perfected first priority (subject to Liens permitted by the Guarantee and Collateral Agreement) security interest in such property (subject, in the case of property not constituting Pledged Securities, to Permitted Liens, and in the case of Pledged Securities, to Liens permitted by Section 6.02(e))Property, 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. (b) With respect to (i) any fee interest in any real property having a value (together with improvements thereof) of at least $4,000,000 (valued in accordance with Schedule 6.9(b)-1; such valuation to be reasonably satisfactory to the Administrative Agent) acquired after the Restatement Closing Date by the Parent, the Borrower or any lease consisting Subsidiary Guarantor (which, for purposes of this paragraph, shall include any such property owned or leased by an entity at the time such entity becomes a Subsidiary Guarantor) or (ii) any leasehold interest in any real property contemplating an initial annual rent payment, including projected percentage rent during such initial year, after the expiration of any free rent or “rent abatement” period, of at least $550,000 acquired or leased after the Funds Availability Restatement Closing Date by the Parent, the Borrower or any Loan Party Subsidiary Guarantor (in each case other than any Excluded Assets such real property subject to a Lien expressly permitted by Section 7.3(g), (k) or (m)), if, at the time of such acquisition or lease commencement, the aggregate value of all leasehold and Excluded Perfection Assetsfee-owned real property of the Borrower and the Subsidiary Guarantors subject to a Mortgage (valued in accordance with Schedule 6.9(b)-1; such value to be demonstrated to the reasonable satisfaction of the Administrative Agent) within ninety is less than 250% of the Assumed Loan Amount (90provided that, notwithstanding the foregoing requirement, the Parent, the Borrower and the Subsidiary Guarantors may elect to exclude leasehold interests in real property and fee-owned real property, to the extent that such leasehold interests and fee interests (i) have an aggregate value, measured at the time of any such election, not in excess of $150,000,000 (valued in accordance with Schedule 6.9(b)-1) or (ii) are listed on Schedule 6.9(b)-2 ), then no later than 90 days after the date of such acquisition or leasing thereof lease commencement: (iA) execute and deliver a first priority Mortgage (subject only to Liens permitted by clauses (a), (f) and (g) of Section 6.02) or where appropriate under the circumstances, an amendment to an existing Mortgage, in each case in favor of the Collateral Administrative Agent, for the benefit of the Senior Secured Parties, covering such real property, subject to any Liens permitted by Section 7.3; (iiB) if requested by the Administrative Agent, provide the Senior Secured Parties Lenders with (x) either (1) (Aw) 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) in form and substance reasonably satisfactory to the Administrative Agent; and (B) a current as well as an ALTA survey thereof, complying with the requirements set forth in Schedule 5.10(b) together with a surveyor’s certificate (only with respect to (i) any power plantcertificate, (ii) any improved real property, and (iii) any other real property for which an ALTA survey was obtained when such property was acquired. Notwithstanding the foregoing, such Loan Party shall obtain or cause to be obtained an ALTA survey complying with the requirements set forth in Schedule 5.10(b) together with a surveyor’s certificate for any real property that becomes Collateral pursuant to this section to the extent that the title company will not remove the survey exception (or endorse over such exception) without an ALTA survey) or (2) where an amendment to an existing Mortgage has been delivered pursuant to clause (i) instead of a Mortgage, an endorsement to the existing title policy adding such property as an insured parcel, or a new title policy if the requirements in the state in which the real property is located do not allow for such an endorsement, and (yx) any consents or estoppels reasonably deemed necessary or advisable by the Administrative Agent or the Collateral Agent in connection with such Mortgage or Mortgage amendment (to the extent obtainable using commercially reasonable efforts)Mortgage, each of the foregoing in form and substance reasonably satisfactory to the Collateral Administrative Agent, (iiiy) an appraisal of the value, or a valuation of, the applicable Mortgaged Property, which shall be reasonably satisfactory to the Administrative Agent, and (z) Phase I environmental reports (and where appropriate based upon such Phase I environmental reports and at the reasonable request of the Administrative Agent, Phase II environmental reports) with respect to such real property, all in form and substance reasonably satisfactory to the Administrative Agent; (C) if requested by the Administrative Agent, 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, ; (ivD) if requested by the Administrative Agent or the Collateral Agent, deliver to the Administrative Agent a completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to such Mortgaged Property (together with a notice about special flood hazard area status and flood disaster assistance duly executed by the Collateral Agent a current appraisal of Borrower and each Loan Party relating thereto) and if any such real property or other valuation of such Loan Party’s interest therein Mortgaged Property is located in a special flood hazard area, evidence of flood insurance in form and amount reasonably satisfactory to the Administrative Agent; and (E) (x) deliver to the Administrative Agent evidence that short form leases or lease memoranda shall have been duly recorded in the local real estate records, with respect to each Mortgaged Property constituting a leasehold interest and (y) with respect to those Mortgaged Properties consisting of leaseholds so designated by an appraiser the Administrative Agent described in the preceding clause (x), use commercially reasonable efforts to deliver to the Administrative Agent copies of valid, binding and enforceable lease amendments or landlord agreements in form and content reasonably acceptable to the Administrative Agent, (v) deliver to conferring on the Administrative Agent rights of default notice, cure opportunity and such other leasehold lender protections as the Collateral Administrative Agent a SFHDF with respect to such real property andmay reasonably require. Notwithstanding the foregoing, to the extent that Administrative Agent may extend the SFHDF indicates that such real property is date for, or waive, in a Special Flood Hazard Area as designated by whole or in part, the Federal Emergency Management Agency, proof that adequate flood insurance, as required under the National Flood Insurance Program, has been obtained with respect to such real property and (vi) deliver evidence of zoning compliance satisfactory to the Collateral Agent or Administrative Agentforegoing deliveries in its sole discretion. (c) With respect to (i) any new Subsidiary (other than (i) a Class II Restricted Subsidiary or (ii) an Excluded SubsidiaryUnrestricted Subsidiary organized under the laws of any jurisdiction outside the United States or (iii) a CFC Holdco) created or acquired after the Restatement Closing Date (which, for the purposes of this paragraph, shall include any existing Subsidiary that becomes a Class I Restricted Subsidiary because it ceases to be an Unrestricted Subsidiary), by the Parent, the Borrower or any of the Restricted Subsidiaries or (ii) any domestic Immaterial Subsidiary or domestic Unrestricted Subsidiary that is designated as a Restricted Subsidiary in accordance with Section 6.11Guarantor, in each case, after the Funds Availability Date, within twenty (20) days of such creation, acquisition or designation the Borrower or the applicable Restricted Subsidiary shall promptly (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent and the Collateral Agent deem deems necessary or reasonably advisable to grant to the Collateral Administrative Agent, for the benefit of the Senior Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by the Parent, the Borrower or any Loan Party Subsidiary Guarantor (other than any such Capital Stock subject only to a Lien expressly permitted by Section 7.3(m)), subject to the Liens permitted by clause (e) of Section 6.02)the Guarantee and Collateral Agreement, (ii) deliver to the Collateral Administrative Agent any the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Parent, the Borrower or such Restricted SubsidiarySubsidiary Guarantor, as the case may be, (iii) if such new Subsidiary is a Wholly Owned Subsidiary, cause such Subsidiary that is a wholly-owned new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, Agreement and (B) to take such actions necessary or advisable to grant to the Collateral Administrative Agent for the benefit of the Senior Secured Parties a perfected first priority security interest (subject, in the case of property not constituting Pledged Securities, to Permitted Liens, and in the case of Pledged Securities, to Liens permitted by Section 6.02(e)) in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary, including subject to the Liens permitted by the Guarantee and Collateral Agreement, including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by Applicable Law law or as may be reasonably requested by the Administrative Agent Agent, and (iv) if requested by the Administrative Agent, 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. (d) With respect to (i) any Foreign new Class II Restricted Subsidiary or CFC Class II Holdco created or acquired after the Funds Availability Restatement Closing Date and directly owned by the Parent, the Borrower or any Loan Party or Subsidiary Guarantor (ii) which, for purposes of this paragraph (d), shall include any foreign Immaterial Subsidiary or foreign Unrestricted Subsidiary that is designated as becomes a Class II Restricted Subsidiary in accordance with Section 6.11 and directly owned by any Loan Party, in each case, after the Funds Availability Date Subsidiary), promptly (and, in any event, within 30 days of the creation or acquisition thereof) (Ai) execute and deliver to the Administrative Agent and the Collateral Agent (x) such amendments to the Guarantee and Collateral Agreement or such other documents as the Collateral Administrative Agent deems necessary or reasonably advisable and/or (y) a Foreign Pledge Agreement, in each case order to grant to the Collateral Administrative Agent, for the benefit of the Senior Secured Parties, a perfected first priority (subject to the Liens permitted by the Guarantee and Collateral Agreement) security interest in the Capital Stock of such Foreign new Subsidiary that is owned by the Parent, the Borrower or any Subsidiary Guarantor (other than any such Loan Party (Capital Stock subject only to the Liens a Lien expressly permitted by clause Section 7.3(m)) (e) of Section 6.02 and provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such Foreign new Class II Restricted Subsidiary or CFC Class II Holdco be required to be so pledged), (Bii) if commercially reasonable, deliver to the Collateral Administrative Agent the certificates representing such Capital Stock, together with undated stock powerpowers, in blank, executed and delivered by a duly authorized officer of the relevant Loan PartyParent, the Borrower or such Subsidiary Guarantor, as the case may be, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Collateral Agent’s security interest thereinLien of the Administrative Agent thereon, and (Ciii) if requested by the Administrative Agent, 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. (e) Notwithstanding anything else to the contrary contained in this Section or elsewhere in the Agreement, perfection of Collateral shall not be required where either the burden or costs of perfecting a security interest, lien or mortgage is reasonably determined by the Administrative Agent to be excessive in relation to the benefit afforded to the Lenders thereby.

Additional Collateral, etc. (a) With respect to any property Collateral acquired after the Funds Availability 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 Excluded Assets, Excluded Perfection Assets and any property Collateral described in paragraph paragraphs (b), (c) or (d) belowof this Section) as to which the applicable Collateral AgentTrustee, for the benefit of the Senior Secured Parties, does not have a perfected Liensecurity interest, promptly (and, in any event event, within 20 Business Days following the date of such acquisitionacquisition or designation) (i) execute and deliver to the Administrative Agent, the Collateral Agent and the applicable Collateral Agent Trustee such amendments to the Guarantee and Collateral Agreement, the Texas Genco Security Agreement or such other documents Security Documents as the Collateral Agent or the applicable Collateral Trustee, as the case may be, deems necessary or reasonably advisable to grant to the such Collateral AgentTrustee, for the benefit of the Senior Secured Parties, a security interest in such property Collateral and (ii) take all actions necessary or reasonably advisable requested by the Administrative Agent to grant to the applicable Collateral AgentTrustee, for the benefit of the Senior Secured Parties, a perfected (subject to the limitations set forth in Section 3.19) first priority security interest in such property Collateral (subjectother than any Excluded Perfection Assets and, in the case of property not constituting except with respect to Pledged Securities, subject to Permitted Liens, and in the case of Pledged Securities, to Liens permitted by Section 6.02(e)), including the filing of Uniform Commercial Code UCC financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement, the Texas Genco Security Agreement or by law or as may be reasonably requested by the Administrative Agent, the Collateral AgentAgent or the applicable Collateral Trustee. For the avoidance of doubt, any Collateral acquired by Texas Genco or its Subsidiaries shall be governed by the Texas Genco Security Agreement and the Texas Genco Collateral Trust Agreement unless and until the Texas Genco Collateral Trust Agreement is terminated in compliance with Article 10 of the NRG Collateral Trust Agreement. (b) With respect to any fee interest in any Collateral consisting of real property or any lease of Collateral consisting of real property acquired or leased after the Funds Availability Closing Date by the Borrower or any other Loan Party or which becomes Collateral pursuant to the definition thereof (other than any Excluded Assets and Excluded Perfection Assets), promptly (and, in any event, within 60 days following the date of such acquisition) within ninety (90) days after the acquisition or leasing thereof (i) execute and deliver a first priority Mortgage (subject only to Liens permitted by clauses (a), (f) and (g) of Section 6.02) or where appropriate under the circumstances, an amendment to an existing Mortgage, in each case in favor of the applicable Collateral AgentTrustee, for the benefit of the Senior Secured Parties, covering such real propertyproperty and complying with the provisions herein and in the Security Documents, (ii) if requested by the Administrative Agent, provide the Senior Secured Parties with (x) either (1) (A) title and extended coverage insurance covering such real property in an amount at least equal to the purchase price of such real property (or such other amount as shall be reasonably specified by the Administrative Agent) in form and substance , the Collateral Agent or the applicable Collateral Trustee, which may be the value of the generation assets, if applicable, situated thereon), together with such endorsements as are reasonably satisfactory to required by the Administrative Agent; , the Collateral Agent or the applicable Collateral Trustee and (B) are obtainable in the State in which such Mortgaged Property is located, as well as a current ALTA survey thereof, thereof complying with the requirements set forth in Schedule 5.10(b5.09(b) and all of the other provisions herein and in the Security Documents, together with a surveyor’s certificate (only with respect to (i) any power plant, (ii) any improved real property, and (iii) any other real property for which an ALTA survey was obtained when such property was acquired. Notwithstanding the foregoing, such Loan Party shall obtain or cause to be obtained an ALTA survey complying with the requirements set forth in Schedule 5.10(b) together with a surveyor’s certificate for any real property that becomes Collateral pursuant to this section to the extent that the title company will not remove the survey exception (or endorse over such exception) without an ALTA survey) or (2) where an amendment to an existing Mortgage has been delivered pursuant to clause (i) instead of a Mortgage, an endorsement to the existing title policy adding such property as an insured parcel, or a new title policy if the requirements in the state in which the real property is located do not allow for such an endorsement, and (yB) any consents or estoppels reasonably deemed necessary or advisable by the Administrative Agent, the Collateral Agent or the applicable Collateral Agent Trustee in connection with such Mortgage or Mortgage amendment (to the extent obtainable using commercially reasonable efforts)Mortgage, each of the foregoing in form and substance reasonably satisfactory to the Administrative Agent, the Collateral AgentAgent and the applicable Collateral Trustee, (iii) if reasonably requested by the Administrative Agent, deliver to the Administrative Agent, the Collateral Agent and the applicable Collateral Agent Trustee legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent, the Collateral Agent and the applicable Collateral Agent, Trustee and (iv) if requested by the Administrative Agent or the Collateral Agent, deliver to the Administrative Agent and the Collateral Agent a current appraisal of such real property or other valuation of such Loan Party’s interest therein in a form and by an appraiser reasonably acceptable to the Administrative Agent, (v) deliver to the Administrative Agent and a notice identifying the Collateral Agent a SFHDF with respect consultant’s reports, environmental site assessments or other documents relied upon by the Borrower or any other Loan Party to determine that any such real property andincluded in such Collateral does not contain Hazardous Materials of a form or type or in a quantity or location that could, or to determine that the operations on any such real property included in such Collateral is in compliance with Environmental Law except to the extent that the SFHDF indicates that such real property is any non-compliance could not, reasonably be expected to result in a Special Flood Hazard Area as designated by the Federal Emergency Management Agency, proof that adequate flood insurance, as required under the National Flood Insurance Program, has been obtained with respect to such real property and (vi) deliver evidence of zoning compliance satisfactory to the Collateral Agent or Administrative Agentmaterial Environmental Liability. (c) With respect to (i) any new Subsidiary (other than an Unrestricted Subsidiary or an Excluded Subsidiary, except for an Excluded Project Subsidiary the pledge of whose Equity Interests pursuant to the Security Documents would not cause a default under the applicable Non-Recourse Indebtedness in respect of which it is an obligor) created or acquired after the Closing Date (which, for the purposes of this paragraph, shall include any existing Subsidiary that ceases to be an Unrestricted Subsidiary, an Excluded Foreign Subsidiary or an Excluded Project Subsidiary and any Equity Interests in an Excluded Project Subsidiary the pledge of which would no longer cause a default under the applicable Non-Recourse Indebtedness in respect of which it is an obligor) by the Borrower or any of the Restricted Subsidiaries or Subsidiaries, promptly (ii) any domestic Immaterial Subsidiary or domestic Unrestricted Subsidiary that is designated as a Restricted Subsidiary in accordance with Section 6.11and, in each case, after the Funds Availability Dateany event, within twenty (20) 20 days following such creation or the date of such creationacquisition), acquisition or designation the Borrower or the applicable Restricted Subsidiary shall (i) execute and deliver to the Administrative Agent, the Collateral Agent and the applicable Collateral Agent Trustee such amendments to the Guarantee and Collateral Agreement or the Texas Genco Security Agreement as the Administrative Agent and Agent, the Collateral Agent deem or the applicable Collateral Trustee deems necessary or reasonably advisable to grant to the applicable Collateral AgentTrustee, for the benefit of the Senior Secured Parties, a valid, perfected first priority security interest in the Capital Stock of Equity Interests in such new Subsidiary that is are owned by the Borrower or any Loan Party (subject only to of the Liens permitted by clause (e) of Section 6.02)Subsidiaries, (ii) deliver to the applicable Collateral Agent any certificates Trustee the certificates, if any, representing such Capital StockEquity Interests, together with undated instruments of transfer or stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Restricted Subsidiary, as the case may be, (iii) cause such new Subsidiary that is a wholly-owned not an Excluded Subsidiary or an Unrestricted Subsidiary (A) to become a party to the Guarantee and Collateral AgreementAgreement to, among other things, provide Guarantees of the Guaranteed Obligations hereunder, the applicable Collateral Trust Agreement and the Intellectual Property Security Agreements and (B) to take such actions necessary or advisable reasonably requested by the Administrative Agent to grant to the applicable Collateral Agent Trustee, for the benefit of the Senior Secured Parties Parties, a perfected (subject to the limitations set forth in Section 3.19) first priority security interest (subject, in the case of property not constituting except with respect to Pledged Securities, subject to Permitted Liens, and in the case of Pledged Securities, to Liens permitted by Section 6.02(e)) in the Collateral described in the Guarantee and Collateral Agreement, the Texas Genco Security Agreement and the Intellectual Property Security Agreement with respect to such new Subsidiary that is not an Excluded Subsidiary, including the recording of instruments in the United States Patent and Trademark Office and the United States Copyright Office, the execution and delivery by all necessary Persons of Control Agreements and the filing of Uniform Commercial Code UCC financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement, the Texas Genco Security Agreement, the Intellectual Property Security Agreement or by Applicable Law law or as may be reasonably requested by the Administrative Agent, the Collateral Agent or the applicable Collateral Trustee and (iv) if requested by deliver to the Administrative Agent, deliver to the Administrative Collateral Agent and the applicable Collateral Agent Trustee, if reasonably requested, legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent, the Collateral Agent and the applicable Collateral AgentTrustee. (d) With respect to (i) any new Excluded Foreign Subsidiary created or acquired after the Funds Availability Closing Date and directly owned by the Borrower or any Loan Party or (ii) any foreign Immaterial Subsidiary or foreign Unrestricted Subsidiary that is designated as a Restricted Subsidiary in accordance with Section 6.11 and directly owned by any Loan Party, in each case, after the Funds Availability Date of its Subsidiaries, promptly (and, in any event, within 30 25 days of the following such creation or acquisition thereofthe date of such acquisition) (Ai) execute and deliver to the Administrative Agent, the Collateral Agent and the applicable Collateral Agent (x) Trustee such amendments to the Guarantee and Collateral Agreement or the Texas Genco Security Agreement as the Administrative Agent, the Collateral Agent or the applicable Collateral Trustee deems necessary or reasonably advisable and/or (y) a Foreign Pledge Agreement, in each case order to grant to the Collateral AgentTrustee, for the benefit of the Senior Secured Parties, a perfected first priority security interest in the Capital Stock of Equity Interests in such new Excluded Foreign Subsidiary that is directly owned by the Borrower or any such Loan Party of its Domestic Subsidiaries (subject only to the Liens permitted by clause (e) of Section 6.02 and provided that in no event shall more than 6566% of the total outstanding voting Capital Stock of first-tier Equity Interests in any such new Excluded Foreign Subsidiary be required to be so pledged), (Bii) if commercially reasonable, deliver to the applicable Collateral Agent Trustee the certificates representing such Capital StockEquity Interests, together with undated instruments of transfer or stock powerpowers, in blank, executed and delivered by a duly authorized officer of the relevant Loan PartyBorrower or such Domestic Subsidiary, as the case may be, and take such other action as may be necessary or, in the reasonable opinion of the Administrative Agent, the Collateral Agent or the applicable Collateral Trustee, desirable to perfect the Collateral Agent’s security interest therein, of such Collateral Trustee thereon and (Ciii) if requested by deliver to the Administrative Agent, deliver to the Administrative Agent and the Collateral Agent and such Collateral Trustee, if reasonably requested, legal opinions (which may be delivered by in-house counsel if admitted in the relevant jurisdiction) relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent, the Collateral Agent and the such Collateral AgentTrustee.

Additional Collateral, etc. (a) With respect to any property personal Property acquired after the Funds Availability Initial Amendment Date by the Parent or any Loan Party of its Subsidiaries (other than Excluded Assets(w) any leasehold, Excluded Perfection Assets and easement or fee interest in real property, (x) any property described in paragraph (bProperty subject to a Lien expressly permitted by Section 7.3(g), (cy) Property acquired by an Excluded Subsidiary and (z) Property acquired directly by the Parent, Holdings or (d) belowSBA Senior Finance other than the Capital Stock of a Person of which any of Holdings, SBA Senior Finance or the Borrower is a Subsidiary) as to which the Collateral Administrative Agent, for the benefit of the Senior Secured Parties, does not have a perfected Lien, promptly (and, in any event within 20 Business Days following the date of such acquisition) (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Collateral Administrative Agent deems necessary or reasonably advisable to grant to the Collateral Administrative Agent, for the benefit of the Senior Secured Parties, a security interest in such property Property and (ii) take all actions necessary or reasonably advisable to grant to the Collateral Administrative Agent, for the benefit of the Senior Secured Parties, a perfected first priority security interest in such property (subject, in the case of property not constituting Pledged Securities, to Permitted Liens, and in the case of Pledged Securities, to Liens permitted by Section 6.02(e))Property, 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. (b) With respect to any fee interest in any real property or any lease consisting of real property acquired or leased after the Funds Availability Date by any Loan Party new Subsidiary (other than any an Excluded Assets and Excluded Perfection AssetsSubsidiary) within ninety (90) days created or acquired after the acquisition Initial Amendment Date (which, for the purposes of this paragraph, shall include any existing Subsidiary that ceases to be an Excluded Subsidiary or leasing thereof Securitization Subsidiary) by the Borrower or any of its Subsidiaries, promptly (i) execute and deliver a first priority Mortgage (subject only to Liens permitted by clauses (a), (f) the Administrative Agent such amendments to the Guarantee and (g) of Section 6.02) Collateral Agreement as the Administrative Agent deems necessary or where appropriate under advisable to grant to the circumstances, an amendment to an existing Mortgage, in each case in favor of the Collateral Administrative Agent, for the benefit of the Senior Secured Parties, covering a perfected first priority security interest in the Capital Stock of such real propertynew Subsidiary that is owned by the Borrower or any of its Subsidiaries, (ii) if deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Subsidiary, as the case may be, (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 a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary, including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent, provide the Senior Secured Parties with (x) either (1) (A) 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) in form and substance reasonably satisfactory to the Administrative Agent; and (B) a current ALTA survey thereof, complying with the requirements set forth in Schedule 5.10(b) together with a surveyor’s certificate (only with respect to (i) any power plant, (ii) any improved real property, and (iii) any other real property for which an ALTA survey was obtained when such property was acquired. Notwithstanding the foregoing, such Loan Party shall obtain or cause to be obtained an ALTA survey complying with the requirements set forth in Schedule 5.10(b) together with a surveyor’s certificate for any real property that becomes Collateral pursuant to this section to the extent that the title company will not remove the survey exception (or endorse over such exception) without an ALTA survey) or (2) where an amendment to an existing Mortgage has been delivered pursuant to clause (i) instead of a Mortgage, an endorsement to the existing title policy adding such property as an insured parcel, or a new title policy if the requirements in the state in which the real property is located do not allow for such an endorsement, and (y) any consents or estoppels reasonably deemed necessary or advisable by the Administrative Agent or the Collateral Agent in connection with such Mortgage or Mortgage amendment (to the extent obtainable using commercially reasonable efforts), each of the foregoing in form and substance reasonably satisfactory to the Collateral Agent, (iiiiv) if requested by the Administrative Agent, 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, (iv) if requested by the Administrative Agent or the Collateral Agent, deliver to the Administrative Agent and the Collateral Agent a current appraisal of such real property or other valuation of such Loan Party’s interest therein in a form and by an appraiser reasonably acceptable to the Administrative Agent, (v) deliver to the Administrative Agent and the Collateral Agent a SFHDF with respect to such real property and, to the extent that the SFHDF indicates that such real property is in a Special Flood Hazard Area as designated by the Federal Emergency Management Agency, proof that adequate flood insurance, as required under the National Flood Insurance Program, has been obtained with respect to such real property and (vi) deliver evidence of zoning compliance satisfactory to the Collateral Agent or Administrative Agent. (c) With respect to (i) any new Excluded Subsidiary (other than an Excluded Subsidiary) created or acquired after the Initial Amendment Date by the Borrower or any of the Restricted Subsidiaries or (ii) any domestic Immaterial Subsidiary or domestic Unrestricted Subsidiary that is designated as a Restricted Subsidiary in accordance with Section 6.11its Subsidiaries, in each case, after the Funds Availability Date, within twenty (20) days of such creation, acquisition or designation the Borrower or the applicable Restricted Subsidiary shall promptly (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent and the Collateral Agent deem deems necessary or reasonably advisable in order to grant to the Collateral Administrative Agent, for the benefit of the Senior Secured Parties, a perfected first priority security interest in the Capital Stock of such new Excluded Subsidiary that is owned by the Borrower or any Loan Party of its Subsidiaries (subject only provided that in no event shall more than 65% of the total outstanding Capital Stock of any such new Excluded Subsidiary be required to the Liens permitted by clause (e) of Section 6.02be so pledged), (ii) deliver to the Collateral Administrative Agent any the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Restricted Excluded Subsidiary, (iii) cause as the case may be, and take such Subsidiary that is a wholly-owned Subsidiary (A) other action as may be necessary or, in the opinion of the Administrative Agent, desirable to become a party to perfect the Guarantee and Collateral AgreementLien of the Administrative Agent thereon, and (B) to take such actions necessary or advisable to grant to the Collateral Agent for the benefit of the Senior Secured Parties a perfected first priority security interest (subject, in the case of property not constituting Pledged Securities, to Permitted Liens, and in the case of Pledged Securities, to Liens permitted by Section 6.02(e)) in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by Applicable Law or as may be reasonably requested by the Administrative Agent and (iviii) if requested by the Administrative Agent, 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 Agent. For the Collateral Agent. (d) With respect to (i) any Foreign Subsidiary created or acquired after the Funds Availability Date and directly owned by any Loan Party or (ii) avoidance of doubt, no local perfection measures shall be taken in any foreign Immaterial Subsidiary or foreign Unrestricted Subsidiary that is designated as a Restricted Subsidiary in accordance with Section 6.11 and directly owned by any Loan Party, in each case, after the Funds Availability Date , promptly (and, in any event, within 30 days of the creation or acquisition thereof) (A) execute and deliver to the Administrative Agent and the Collateral Agent (x) such amendments to the Guarantee and Collateral Agreement as the Collateral Agent deems necessary or reasonably advisable and/or (y) a Foreign Pledge Agreement, in each case to grant to the Collateral Agent, for the benefit of the Senior Secured Parties, a perfected first priority security interest in the Capital Stock of such Foreign Subsidiary that is owned by any such Loan Party (subject only to the Liens permitted by clause (e) of Section 6.02 and provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such Foreign Subsidiary be required to be so pledged), (B) if commercially reasonable, deliver to the Collateral Agent the certificates representing such Capital Stock, together with undated stock power, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Collateral Agent’s security interest therein, and (C) if requested by the Administrative Agent, 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 Agentjurisdiction.

Additional Collateral, etc. (a) With respect to any property Property acquired after the Funds Availability Restatement Effective Date by the Borrower or any Loan Party Subsidiary Guarantor (other than Excluded Assets, Excluded Perfection Assets and (x) any real property or any Property described in paragraph (b)) of this Section, (cy) any Property subject to a Lien expressly permitted by Section 7.3(g) and (z) any equity interest in or (d) belowProperty of a Foreign Subsidiary) as to which the Collateral Administrative Agent, for the benefit of the Senior Secured Parties, does not have a perfected Lien, promptly (and, in any event within 20 Business Days following the date of such acquisition) (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Collateral Administrative Agent deems necessary or reasonably advisable to grant to the Collateral Administrative Agent, for the benefit of the Senior Secured Parties, a security interest in such property Property and (ii) take all actions necessary or reasonably advisable to grant to the Collateral Administrative Agent, for the benefit of the Senior Secured Parties, a perfected first priority security interest in such property Property, in each case prior and superior in right to any other Person (subjectexcept, in the case of property not constituting Collateral other than Pledged SecuritiesStock, to Permitted LiensLiens permitted by Section 7.3, and and, in the case of Pledged SecuritiesStock, to (i) Liens permitted by Section 6.02(e)7.3(s) and (ii) Liens permitted by Section 7.3(a) to the extent such Liens are prior and superior to the Liens granted under the Security Documents by operation of law), including without limitation, the filing of 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. (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 Restatement Effective Date by the Borrower or any lease consisting of real property acquired or leased after the Funds Availability Date by any Loan Party Subsidiary Guarantor (other than any Excluded Assets and Excluded Perfection Assets) within ninety (90) days after the acquisition such real property owned by any Foreign Subsidiary or leasing thereof subject to a Lien expressly permitted by Section 7.3(g)), promptly (i) execute and deliver a first priority Mortgage (subject only to Liens permitted by clauses (a), (f) and (g) of Section 6.02) or where appropriate under the circumstances, an amendment to an existing Mortgage, in each case in favor of the Collateral Administrative Agent, for the benefit of the Senior Secured Parties, covering such real property, in each case prior and superior in right to any other Person (except Liens permitted by Section 7.3), (ii) if reasonably requested by the Administrative Agent, provide the Senior Secured Parties Lenders with (x) either (1) (A) title and extended coverage insurance covering such real property in an amount at least equal to the purchase price of such real property (or such other amount as shall be reasonably specified by the Administrative Agent) in form and substance reasonably satisfactory to the Administrative Agent; and (B) as well as a current ALTA survey thereof, complying with the requirements set forth in Schedule 5.10(b) together with a surveyor’s certificate (only with respect to (i) any power plant, (ii) any improved real property, and (iii) any other real property for which an ALTA survey was obtained when such property was acquired. Notwithstanding the foregoing, such Loan Party shall obtain or cause to be obtained an ALTA survey complying with the requirements set forth in Schedule 5.10(b) together with a surveyor’s certificate for any real property that becomes Collateral pursuant to this section to the extent that the title company will not remove the survey exception (or endorse over such exception) without an ALTA survey) or (2) where an amendment to an existing Mortgage has been delivered pursuant to clause (i) instead of a Mortgage, an endorsement to the existing title policy adding such property as an insured parcel, or a new title policy if the requirements in the state in which the real property is located do not allow for such an endorsement, and (y) any consents or estoppels reasonably deemed necessary or advisable by the Administrative Agent or the Collateral Agent in connection with such Mortgage or Mortgage amendment (to the extent obtainable using commercially reasonable efforts)Mortgage, each of the foregoing in form and substance reasonably satisfactory to the Collateral Agent, Administrative Agent and (iii) if reasonably requested by the Administrative Agent, 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, (iv) if requested by the Administrative Agent or the Collateral Agent, deliver to the Administrative Agent and the Collateral Agent a current appraisal of such real property or other valuation of such Loan Party’s interest therein in a form and by an appraiser reasonably acceptable to the Administrative Agent, (v) deliver to the Administrative Agent and the Collateral Agent a SFHDF with respect to such real property and, to the extent that the SFHDF indicates that such real property is in a Special Flood Hazard Area as designated by the Federal Emergency Management Agency, proof that adequate flood insurance, as required under the National Flood Insurance Program, has been obtained with respect to such real property and (vi) deliver evidence of zoning compliance satisfactory to the Collateral Agent or Administrative Agent. (c) With respect to (i) any new Material Wholly Owned Domestic Subsidiary (other than an Excluded Subsidiary) created or acquired after the Restatement Effective Date, by the Borrower or any of the Restricted Subsidiaries or (ii) any domestic Immaterial Subsidiary or domestic Unrestricted Subsidiary that is designated as a Restricted Subsidiary in accordance with Section 6.11its Domestic Subsidiaries, in each case, after the Funds Availability Date, within twenty (20) days of such creation, acquisition or designation the Borrower or the applicable Restricted Subsidiary shall promptly (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent and the Collateral Agent deem deems necessary or reasonably advisable to grant to the Collateral Administrative Agent, for the benefit of the Senior Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by the Borrower or any Loan Party (subject only to the Liens permitted by clause (e) of Section 6.02)its Domestic Subsidiaries, (ii) deliver to the Collateral Administrative Agent any certificates 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 Subsidiary that is a wholly-owned new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, Agreement and (B) to take such actions necessary or advisable to grant to the Collateral Administrative Agent for the benefit of the Senior Secured Parties a perfected first priority security interest (subject, in the case of property not constituting Pledged Securities, to Permitted Liens, and in the case of Pledged Securities, to Liens permitted by Section 6.02(e)) in the Collateral described in the Guarantee and Collateral Agreement with respect to such new SubsidiarySubsidiary in each case prior and superior in right to any other Person (except, including in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.3, and, in the case of Pledged Stock, (i) Liens permitted by Section 7.3(s) and (ii) Liens permitted by Section 7.3(a) to the extent such Liens are prior and superior to the Liens granted under the Security Documents by operation of law), including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by Applicable Law law or as may be reasonably requested by the Administrative Agent Agent, and (iv) if reasonably requested by the Administrative Agent, 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. (d) With respect to (i) any Foreign Subsidiary created or acquired after the Funds Availability Date and directly owned by any Loan Party or (ii) any foreign Immaterial Subsidiary or foreign Unrestricted Subsidiary that is designated as a Restricted Subsidiary in accordance with Section 6.11 and directly owned by any Loan Party, in each case, after the Funds Availability Date , promptly (and, in any event, within 30 days of the creation or acquisition thereof) (A) execute and deliver to the Administrative Agent and the Collateral Agent (x) such amendments to the Guarantee and Collateral Agreement as the Collateral Agent deems necessary or reasonably advisable and/or (y) a Foreign Pledge Agreement, in each case to grant to the Collateral Agent, for the benefit of the Senior Secured Parties, a perfected first priority security interest in the Capital Stock of such Foreign Subsidiary that is owned by any such Loan Party (subject only to the Liens permitted by clause (e) of Section 6.02 and provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such Foreign Subsidiary be required to be so pledged), (B) if commercially reasonable, deliver to the Collateral Agent the certificates representing such Capital Stock, together with undated stock power, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Collateral Agent’s security interest therein, and (C) if requested by the Administrative Agent, 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.

Additional Collateral, etc. (a) With respect to any property Property acquired after the Funds Availability Closing Date by the Company or any Loan Party of its Restricted Subsidiaries (other than Excluded Assets, Excluded Perfection Assets and (1) any interest in real property or any Property described in paragraph (b2) of this Section 6.08, (3) any Property subject to a Lien permitted by Section 7.03(g), (c4) Property acquired by an Excluded Domestic Subsidiary, (5) Property acquired by a Foreign Subsidiary, (6) any Excluded Asset and (7) Capital Stock in a Foreign Subsidiary or (d) belowImmaterial Restricted Subsidiary) as to which the Collateral Agent, for the benefit of the Senior Secured Parties, does not have a perfected Lien, promptly (and, in any event within 20 Business Days following the date of such acquisition) (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement or and such other documents (including intellectual property security agreements) as the Collateral Agent reasonably deems necessary or reasonably advisable to grant to the Collateral Agent, for the benefit of the Senior Secured Parties, a security interest in such property 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 reasonably advisable to grant to the Collateral Agent, for the benefit of the Senior Secured Parties, a perfected first priority security interest in such property (subject, except in the case of property not constituting Pledged Securities, to Permitted Liens, and in the case pledge of Pledged Securitiesany Restricted Subsidiary Capital Stock, to Liens permitted by Section 6.02(e)7.03) in such Property (to the extent required by the Guarantee and Collateral Agreement), including without limitation, the filing of Uniform Commercial Code financing statements and equivalent filings in other 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. (b) With respect to any fee simple interest in any real property having a value (together with improvements thereof) of at least $10,000,000 acquired after the Closing Date by the Company or any lease consisting of real property acquired or leased after the Funds Availability Date by any Loan Party its Restricted Subsidiaries (other than any such real property owned by an Excluded Assets and Excluded Perfection Assets) within ninety (90) days after the acquisition Domestic Subsidiary, a Foreign Subsidiary or leasing thereof subject to a Lien permitted by Section 7.03(g)), promptly (i) execute and deliver a first priority Mortgage (subject only to Liens permitted by clauses (a), (f) and (g) of Section 6.02) or where appropriate under the circumstances, an amendment to an existing Mortgage, in each case in favor of the Collateral Agent, for the benefit of the Senior Secured Parties, covering such real property, (ii) if requested by the Administrative Collateral Agent, provide the Senior Secured Parties Lenders with (x) either (1) (A) title and extended coverage insurance covering such real property in an amount at least equal to the purchase price of such real property (or such other amount as shall be reasonably specified by the Administrative Collateral Agent) in form and substance reasonably satisfactory to as well as if then requested by the Administrative Agent; and (B) Collateral Agent a recent or current ALTA survey thereof, complying with the requirements set forth in Schedule 5.10(b) together with a surveyor’s certificate (only with respect to (i) any power plant, (ii) any improved real property, and (iii) any other real property for which an ALTA survey was obtained when such property was acquired. Notwithstanding the foregoing, such Loan Party shall obtain or cause to be obtained an ALTA survey complying with the requirements set forth in Schedule 5.10(b) together with a surveyor’s certificate for any real property that becomes Collateral pursuant to this section to the extent that the title company will not remove the survey exception (or endorse over such exception) without an ALTA survey) or (2) where an amendment to an existing Mortgage has been delivered pursuant to clause (i) instead of a Mortgage, an endorsement to the existing title policy adding such property as an insured parcel, or a new title policy if the requirements in the state in which the real property is located do not allow for such an endorsement, and (y) any consents or estoppels reasonably deemed necessary or advisable by the Administrative Agent or the Collateral Agent in connection with such Mortgage or Mortgage amendment (to the extent obtainable using commercially reasonable efforts)Mortgage, each of the foregoing in form and substance reasonably satisfactory to the Collateral Agent, Agent and (iii) if requested by the Administrative Collateral Agent, 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, (iv) if requested by the Administrative Agent or the Collateral Agent, deliver . No later than three Business Days prior to the Administrative Agent date on which a Mortgage is executed and delivered pursuant to this Section 6.08(a), in order to comply with the Flood Laws, the Collateral Agent shall have received the following documents (collectively, the “Flood Documents”): (A) a current appraisal completed standard “life of such real property or other valuation of such Loan Party’s interest therein in loan” flood hazard determination form (a form and by an appraiser reasonably acceptable “Flood Determination Form”), (B) if the improvement(s) to the Administrative Agent, (v) deliver to the Administrative Agent and the Collateral Agent a SFHDF with respect to such real property and, to the extent that the SFHDF indicates that such applicable improved real property is located in a Special Flood Hazard Area as designated by special flood hazard area, a notification to the Federal Emergency Management Agency, proof Company (“Company Notice”) and (if applicable) notification to the Company that adequate flood insurance, as required insurance coverage under the National Flood Insurance ProgramProgram (“NFIP”) is not available because the community does not participate in the NFIP, (C) documentation evidencing the Company’s receipt of the Company Notice (e.g. countersigned Company Notice, return receipt of certified U.S. Mail, or overnight delivery), and (D) if the Company Notice is required to be given and flood insurance is available in the community in which the property is located, a copy of one of the following: the flood insurance policy, the Company’s application for a flood insurance policy plus proof of premium payment, a declaration page confirming that flood insurance has been obtained with respect to issued, or such real property and (vi) deliver other evidence of zoning compliance flood insurance satisfactory to the Collateral Agent or Administrative Agent(any of the foregoing being “Evidence of Flood Insurance”). (c) With respect to (i) any new Restricted Subsidiary (other than a Foreign Subsidiary or an Excluded Immaterial Restricted Subsidiary) created or acquired after the Closing Date (which, for the purposes of this paragraph, shall include any existing Restricted Subsidiary that ceases to be either a Foreign Subsidiary or Immaterial Restricted Subsidiary), by the Borrower Company or any of the its Restricted Subsidiaries or (ii) any domestic Immaterial Subsidiary or domestic Unrestricted Subsidiary that is designated as a Restricted Subsidiary in accordance with Section 6.11other than by an Excluded Domestic Subsidiary), in each case, after the Funds Availability Date, within twenty (20) days of such creation, acquisition or designation the Borrower or the applicable Restricted Subsidiary shall promptly (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent and the Collateral Agent deem deems necessary or reasonably advisable to grant to the Collateral Agent, for the benefit of the Senior Secured Parties, a perfected first priority security interest in the Capital Stock of such new Restricted Subsidiary that is owned by the Company or any Loan Party (subject only to the Liens permitted by clause (e) of Section 6.02)its Restricted Subsidiaries, (ii) deliver to the Collateral Agent any the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower Company or such Restricted Subsidiary, as the case may be, (iii) cause such Subsidiary that is a wholly-owned new Restricted Subsidiary, unless an Excluded Domestic Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, Agreement and (B) to take such actions necessary or advisable to grant to the Collateral Agent for the benefit of the Senior Secured Parties a perfected first priority security interest (subject, except in the case of property not constituting Pledged Securities, to Permitted Liens, and in the case pledge of Pledged Securitiesany Restricted Subsidiary Capital Stock, to Liens permitted by Section 6.02(e)7.03) in the Collateral described in the Guarantee and Collateral Agreement with respect to of such new SubsidiaryRestricted Subsidiary 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 relevant jurisdictions and intellectual property security agreements in such jurisdictions as may be required by the Guarantee and Collateral Agreement Agreement, or by Applicable Law law or as may be reasonably requested by the Administrative Agent Collateral Agent, and (iv) if requested by the Administrative Collateral Agent, 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. (d) With respect to (i) any new Foreign Subsidiary (other than any Immaterial Restricted Subsidiary) created or acquired after the Funds Availability Closing Date and directly owned by the Company or any Loan Party or Restricted Subsidiary (iiwhich, for the purposes of this paragraph, shall include any existing Foreign Subsidiary that ceases to be an Immaterial Restricted Subsidiary) other than any foreign Immaterial Foreign Subsidiary or foreign Unrestricted Subsidiary that is designated as a Restricted Subsidiary in accordance with Section 6.11 and directly owned by any Loan Party, in each case, after the Funds Availability Date Excluded Domestic Subsidiary, promptly (and, in any event, within 30 days of the creation or acquisition thereof) (Ai) execute and deliver to the Administrative Agent and the Collateral Agent (x) such amendments to the Guarantee and Collateral Agreement or such other documents as the Collateral Agent reasonably deems necessary or reasonably advisable and/or (y) a Foreign Pledge Agreement, in each case to grant to the Collateral Agent, for the benefit of the Senior Secured Parties, a perfected first priority security interest in the Capital Stock of such Foreign new Restricted Subsidiary that is owned by the Company or any such Loan Party of its Restricted Subsidiaries (subject only to the Liens permitted by clause (e) of Section 6.02 and provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Foreign Subsidiary or CFC Holding Company be required to be so pledged), (Bii) if commercially reasonable, deliver to the Collateral Agent the certificates representing such Capital Stock, together with undated stock powerpowers, in blank, executed and delivered by a duly authorized officer of the relevant Loan PartyCompany or such Restricted Subsidiary, as the case may be, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable or advisable to perfect the Lien of the Collateral Agent’s security interest thereinAgent thereon, and (Ciii) if requested by the Administrative Collateral Agent, 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. (e) Notwithstanding the foregoing or anything to the contrary herein or in any other Loan Document, no Loan Party shall be required to (i) obtain any control agreements or take any other steps requiring perfection by “control” (except to the extent perfected through the filing of a UCC financing statement or delivery of stock certificates/pledged notes and powers/allonges) or (ii) take any action under the law of any non-United States jurisdiction to create or perfect a security interest in any assets, including any intellectual property registered in any non-United States jurisdiction (and no security agreement or pledge agreements governed under the laws of any non-United States jurisdiction shall be required).

Additional Collateral, etc. (a) With respect to any owned property acquired after the Funds Availability Restatement Effective Date by the Borrower or any Loan Party (other than Excluded Assets, Excluded Perfection Assets and any property described in paragraph (b), (c) or (d) below) Subsidiary Guarantor as to which the Collateral Administrative Agent, for the benefit of the Senior Secured Parties, does not have a perfected LienLien (except as expressly set forth in the applicable Security Document), promptly within thirty (and, in any event within 20 Business Days following the date 30) days of such acquisitionacquisition (or within such longer period of time as reasonably consented to by the Administrative Agent) (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Amended and Restated Guarantee and Collateral Agreement or such other documents as the Collateral Administrative Agent reasonably deems necessary or reasonably advisable to grant to the Collateral Administrative Agent, for the benefit of the Senior Secured Parties, a security interest in such property and (ii) take all actions reasonably necessary or reasonably advisable to grant to the Collateral Administrative Agent, for the benefit of the Senior Secured Parties, a (except as expressly set forth in the applicable Security Document) perfected first priority security interest in such property (subject, in the case of property not constituting Pledged Securities, to Permitted Liens, and in the case of Pledged Securities, to Liens permitted by Section 6.02(e))property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Amended and Restated Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Collateral Administrative Agent. (b) With respect to any fee simple interest in any real property having a value of at least $6,000,000 acquired after the Restatement Effective Date by the Borrower or any lease consisting of real property acquired or leased after the Funds Availability Date by any Loan Party Subsidiary Guarantor within sixty (other than any Excluded Assets and Excluded Perfection Assets) within ninety (9060) days after of such acquisition (or within such longer period of time as reasonably consented to by the acquisition or leasing thereof Administrative Agent) (iA) execute execute, acknowledge and deliver a first priority Mortgage (subject only to Liens permitted by clauses (a), (f) and (g) of Section 6.02) or where appropriate under the circumstances, an amendment to an existing Mortgage, in each case in favor of the Collateral Administrative Agent, for the benefit of the Senior Secured Parties, in an amount no greater than 125% of the purchase price if the property is located in a state with mortgage recording tax covering such real property, (iiB) if requested by the Administrative Agent, provide the Senior Secured Parties with (x) either (1) (A) title and extended coverage insurance covering such real property in an amount at least equal to the purchase price of such real property (or such other amount and endorsements thereto) as shall be reasonably specified by the Administrative Agent) in form and substance reasonably satisfactory to the Administrative Agent; and (B) well as a current ALTA survey thereof, complying with the requirements set forth in Schedule 5.10(b) together with a surveyor’s certificate (only with respect to (i) any power plant, (ii) any improved real property, and (iii) any other real property for which an ALTA survey was obtained when such property was acquired. Notwithstanding the foregoing, such Loan Party shall obtain or cause to be obtained an ALTA survey complying with the requirements set forth in Schedule 5.10(b) together with a surveyor’s certificate for any real property that becomes Collateral pursuant to this section to the extent that the title company will not remove the survey exception (or endorse over such exception) without an ALTA survey) or (2) where an amendment to an existing Mortgage has been delivered pursuant to clause (i) instead of a Mortgage, an endorsement to the existing title policy adding such property as an insured parcel, or a new title policy if the requirements in the state in which the real property is located do not allow for such an endorsement, and (y) any consents or estoppels reasonably deemed necessary or advisable by the Administrative Agent or the Collateral Agent in connection with such Mortgage or Mortgage amendment (to the extent obtainable using commercially reasonable efforts)Mortgage, each of the foregoing in form and substance reasonably satisfactory to the Collateral Administrative Agent, (iiiC) a flood hazard certificate, certified to the Administrative Agent, specifying whether such real property is located in a special flood hazard zone and if so, evidence of flood insurance as required by any Requirement of Law and (D) if reasonably requested by the Administrative Agent, 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, (iv) if requested by the Administrative Agent or the Collateral Agent, deliver to the Administrative Agent and the Collateral Agent a current appraisal of such real property or other valuation of such Loan Party’s interest therein in a form and by an appraiser reasonably acceptable to the Administrative Agent, (v) deliver to the Administrative Agent and the Collateral Agent a SFHDF with respect to such real property and, to the extent that the SFHDF indicates that such real property is in a Special Flood Hazard Area as designated by the Federal Emergency Management Agency, proof that adequate flood insurance, as required under the National Flood Insurance Program, has been obtained with respect to such real property and (vi) deliver evidence of zoning compliance satisfactory to the Collateral Agent or Administrative Agent. (c) With respect to (i) any new Restricted Subsidiary (other than an Excluded a Foreign Subsidiary) created or acquired after the Restatement Effective Date by any Group Member (which, for the purposes of this paragraph (c), shall include any existing Restricted Subsidiary that ceases to be a Foreign Subsidiary or an Excluded Subsidiary), promptly (or within such period of time as reasonably consented to by the Borrower or any of the Restricted Subsidiaries or (iiAdministrative Agent) any domestic Immaterial Subsidiary or domestic Unrestricted Subsidiary that is designated as a Restricted Subsidiary in accordance with Section 6.11, in each case, after the Funds Availability Date, within twenty (20) days of such creation, acquisition or designation the Borrower or the applicable Restricted Subsidiary shall (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Amended and Restated Guarantee and Collateral Agreement as the Administrative Agent and the Collateral Agent deem reasonably deems necessary or reasonably advisable to grant to the Collateral Administrative Agent, for the benefit of the Senior Secured Parties, a perfected first priority security interest in the Capital Stock of such new Restricted Subsidiary that is owned by any Loan Party (subject only to the Liens permitted by clause (e) of Section 6.02)Group Member, (ii) deliver to the Collateral Administrative Agent any certificates the certificates, if any, representing such Capital Stock, together with undated stock powerspowers or equivalents, in blank, executed and delivered by a duly authorized officer of the Borrower or such Restricted Subsidiaryrelevant Group Member, (iii) cause such new Restricted Subsidiary that is a wholly-owned Subsidiary (other than any Securitization Subsidiary) (A) to become a party to the Amended and Restated Guarantee and Collateral Agreement, and (B) to take such actions reasonably necessary or reasonably advisable to grant to the Collateral Administrative Agent for the benefit of the Senior Secured Parties a (to the extent provided in the Amended and Restated Guarantee and Collateral Agreement) perfected first priority security interest (subject, in the case of property not constituting Pledged Securities, to Permitted Liens, and in the case of Pledged Securities, to Liens permitted by Section 6.02(e)) in the Collateral described in the Amended and Restated Guarantee and Collateral Agreement with respect to such new Restricted Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Amended and Restated Guarantee and Collateral Agreement or by Applicable Law law or as may be reasonably requested by the Administrative Agent and (C) to deliver to the Administrative Agent a certificate of such Restricted Subsidiary, substantially in the form of Exhibit C, with appropriate insertions and attachments, and (iv) if requested by the Administrative Agent, deliver to the Administrative Agent 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. (d) With respect to (i) any new Foreign Subsidiary created or acquired after the Funds Availability Restatement Effective Date and directly owned by any Loan Party Group Member (other than by any Group Member that is a Foreign Subsidiary) that is a Material Foreign Subsidiary or a direct or indirect parent of any Material Subsidiaries, or (ii) any foreign Immaterial Foreign Subsidiary that becomes a Material Foreign Subsidiary or foreign Unrestricted is a direct or indirect parent of any Subsidiary that is designated as becomes a Restricted Subsidiary in accordance with Section 6.11 and directly owned by any Loan Party, in each case, after the Funds Availability Date Material Foreign Subsidiary, promptly (and, in any event, within 30 days of the creation or acquisition thereofA) (Aor within such period of time as reasonably consented to by the Administrative Agent) execute and deliver to the Administrative Agent and the Collateral Agent (x) such amendments or supplements to the Amended and Restated Guarantee and Collateral Agreement as the Collateral Administrative Agent deems necessary or reasonably advisable and/or (y) a Foreign Pledge Agreement, in each case to grant to the Collateral Administrative Agent, for the benefit of the Senior Secured Parties, a (except as expressly set forth in the Amended and Restated Guarantee and Collateral Agreement) perfected first priority security interest in the Capital Stock of such new Foreign Subsidiary that is owned by any such Loan Party Group Member (subject only to the Liens permitted by clause (e) of Section 6.02 and provided provided, that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Foreign Subsidiary be required to be so pledged), (B) if commercially reasonable, deliver to the Collateral Administrative Agent the certificates certificates, if any, representing such Capital Stock, together with undated stock powerpowers or equivalents, in blank, executed and delivered by a duly authorized officer of the relevant Loan PartyGroup Member, as the case may be, and take such other action as may be reasonably necessary or, in the reasonable opinion of the Administrative Agent, desirable to perfect the Collateral Administrative Agent’s security interest therein, and (C) if requested by the Administrative Agent, 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. (e) If at any time the aggregate amount of Consolidated EBITDA or Consolidated Total Assets attributable to all Subsidiaries that are not Material Subsidiaries exceeds five percent (5.0%) of Consolidated EBITDA of the Borrower and its Restricted Subsidiaries for any such period or five percent (5.0%) of Consolidated Total Assets of the Borrower and its Restricted Subsidiaries as of the end of any such fiscal quarter, the Borrower (or, in the event the Borrower has failed to do so within forty-five (45) days, the Administrative Agent) shall designate sufficient Domestic Subsidiaries as “Material Domestic Subsidiaries” or sufficient Foreign Subsidiaries as “Material Foreign Subsidiaries” to eliminate such excess, and such designated Subsidiaries shall for all purposes of this Agreement constitute Material Domestic Subsidiaries or Material Foreign Subsidiaries, respectively. (f) Promptly after the consummation of any Permitted Foreign Investment, (or within such period of time as reasonably consented to by the Administrative Agent) execute and deliver to the Administrative Agent such amendments or supplements to the Amended and Restated Guarantee and Collateral Agreement and the Security Documents as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a (except as expressly set forth in the Amended and Restated Guarantee and Collateral AgentAgreement) perfected security interest in any promissory notes required to be delivered in accordance with the definition of Permitted Foreign Investment.

Additional Collateral, etc. (a) With respect to any property acquired on or after the Funds Availability Date by any Loan Party (other than Excluded Assets, Excluded Perfection Assets and any property described in paragraph (b), (c) or (d) below) as to which the Collateral Agent, for the benefit of the Senior Secured Parties, does not have a perfected Lien, promptly (and, in any event within 20 Business Days following the date of such acquisition) (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Collateral Agent deems necessary or reasonably advisable to grant to the Collateral Agent, for the benefit of the Senior Secured Parties, a security interest in such property and (ii) take all actions necessary or reasonably advisable to grant to the Collateral Agent, for the benefit of the Senior Secured Parties, a perfected first priority security interest in such property (subject, in the case of property not constituting Pledged Securities, to Permitted LiensLiens afforded priority ahead of the Lien of the Collateral Agent by operation of law, and in the case of Pledged Securities, to Liens permitted by clause (e) of Section 6.02(e)6.02), 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. (b) With respect to any fee interest in any real property or any lease consisting of real property acquired or leased on or after the Funds Availability Date by any Loan Party (other than any Excluded Assets and Excluded Perfection Assets) within ninety (90) days after the acquisition or leasing thereof (i) execute and deliver a first priority Mortgage (subject only to Liens permitted by clauses (ac), (f), (g) and (gm) of Section 6.02 and pari passu Liens permitted by clause (bb) of Section 6.02) or where appropriate under the circumstances, an amendment to an existing Mortgage, in each case in favor of the Collateral Agent, for the benefit of the Senior Secured Parties, covering such real property, (ii) if requested by the Administrative Agent, provide the Senior Secured Parties with (x) either (1) (A) title insurance covering such real property in an amount at least equal to the purchase price of such real property (or such other amount as shall be reasonably specified by the Administrative Agent) in form and substance reasonably satisfactory to the Administrative Agent; and (B) a current ALTA survey thereof, complying with the requirements set forth in Schedule 5.10(b) together with a surveyor’s certificate (only with respect to (i) any power plant, (ii) any improved real property, and (iii) any other real property for which an ALTA survey was obtained when such property was acquired. Notwithstanding the foregoing, such Loan Party shall obtain or cause to be obtained an ALTA survey complying with the requirements set forth in Schedule 5.10(b) together with a surveyor’s certificate for any real property that becomes Collateral pursuant to this section to the extent that the title company will not remove the survey exception (or endorse over such exception) without an ALTA survey) or (2) where an amendment to an existing Mortgage has been delivered pursuant to clause (i) instead of a Mortgage, an endorsement to the existing title policy adding such property as an insured parcel, or a new title policy if the requirements in the state in which the real property is located do not allow for such an endorsement, and (y) any consents or estoppels reasonably deemed necessary or advisable by the Administrative Agent or the Collateral Agent in connection with such Mortgage or Mortgage amendment (to the extent obtainable using commercially reasonable efforts), each of the foregoing in form and substance reasonably satisfactory to the Collateral Agent, (iii) if requested by the Administrative Agent, 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, (iv) if requested by the Administrative Agent or the Collateral Agent, deliver to the Administrative Agent and the Collateral Agent a current appraisal of such real property or other valuation of such Loan Party’s interest therein in a form and by an appraiser reasonably acceptable to the Administrative Agent, (v) deliver to the Administrative Agent and the Collateral Agent a SFHDF with respect to such real property and, to the extent that the SFHDF indicates that such real property is in a Special Flood Hazard Area as designated by the Federal Emergency Management Agency, proof that adequate flood insurance, as required under the National Flood Insurance Program, has been obtained with respect to such real property and (vi) deliver evidence of zoning compliance satisfactory to the Collateral Agent or Administrative Agent. (c) With respect to (i) any new Subsidiary (other than an Excluded Subsidiary) created or acquired by the Borrower or any of the Restricted Subsidiaries or (ii) any domestic Immaterial Subsidiary or domestic Unrestricted Subsidiary that is designated as a Restricted Subsidiary in accordance with Section 6.11, in each case, on or after the Funds Availability Date, within twenty (20) days of such creation, acquisition or designation the Borrower or the applicable Restricted Subsidiary shall (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent and the Collateral Agent deem necessary or reasonably advisable to grant to the Collateral Agent, for the benefit of the Senior Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by any Loan Party (subject only to the Liens permitted by clause (e) of Section 6.02), (ii) deliver to the Collateral Agent any certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Restricted Subsidiary, (iii) cause such Subsidiary that is a wholly-owned Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, and (B) to take such actions necessary or advisable to grant to the Collateral Agent for the benefit of the Senior Secured Parties a perfected first priority security interest (subject, in the case of property not constituting Pledged Securities, to Permitted LiensLiens afforded priority ahead of the Lien of the Collateral Agent by operation of law, and in the case of Pledged Securities, to Liens permitted by clause (e) of Section 6.02(e)6.02) in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by Applicable Law or as may be reasonably requested by the Administrative Agent and (iv) if requested by the Administrative Agent, 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. (d) With respect to (i) any Foreign Subsidiary created or acquired on or after the Funds Availability Date and directly owned by any Loan Party or (ii) any foreign Immaterial Subsidiary or foreign Unrestricted Subsidiary that is designated as a Restricted Subsidiary in accordance with Section 6.11 and directly owned by any Loan Party, in each case, on or after the Funds Availability Date , promptly (and, in any event, within 30 days of the creation or acquisition thereof) (A) execute and deliver to the Administrative Agent and the Collateral Agent (x) such amendments to the Guarantee and Collateral Agreement as the Collateral Agent deems necessary or reasonably advisable and/or (y) a Foreign Pledge Agreement, in each case to grant to the Collateral Agent, for the benefit of the Senior Secured Parties, a perfected first priority security interest in the Capital Stock of such Foreign Subsidiary that is owned by any such Loan Party (subject only to the Liens permitted by clause (e) of Section 6.02 and provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such Foreign Subsidiary be required to be so pledged), (B) if commercially reasonable, deliver to the Collateral Agent the certificates representing such Capital Stock, together with undated stock power, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Collateral Agent’s security interest therein, and (C) if requested by the Administrative Agent, 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. (9) Section 5.11(b) of the Credit Agreement is hereby amended to replace the words “after the Funds Availability Date” with the words “on or after the Funds Availability Date”. (10) Clause (i) of Section 5.13 of the Credit Agreement is hereby amended by replacing the words “each other Loan Party and its Subsidiaries” with “(A) each other Loan Party and its Subsidiaries and (B) Entergy and its subsidiaries”. (11) Clause (vi) of Section 5.13 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

Additional Collateral, etc. (a) With respect to any property (to the extent included in the definition of Collateral and not constituting Excluded Assets) acquired after the Funds Availability Restatement Date by any Loan Party or Enterasys (other than Excluded Assets, Excluded Perfection Assets and (x) any property described in paragraph (b), ) or (c) or below, and (dy) belowany property subject to a Lien expressly permitted by Section 7.3(g)) as to which the Collateral Administrative Agent, for the ratable benefit of the Senior Secured Parties, does not have a perfected Lien, promptly (and, in any event within 20 Business Days following the date of such acquisition) (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement, the Enterasys Pledge Agreement or such other documents as the Collateral Administrative Agent deems may reasonably deem necessary or reasonably advisable to evidence that such Loan Party is a Guarantor and to grant to the Collateral Administrative Agent, for the ratable benefit of the Senior Secured Parties, a security interest in such property and (ii) take all actions necessary or advisable in the opinion of the Administrative Agent to grant to the Administrative Agent, for the ratable benefit of the Secured Parties, a perfected first priority (except as expressly permitted by Section 7.3) security interest and ▇▇▇▇ 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, the Enterasys Pledge Agreement or by law or as may be requested by the Administrative Agent. (b) With respect to any new direct or indirect Material Subsidiary of the Borrower created or acquired after the Restatement Date (including any such Material Subsidiary acquired pursuant to a Permitted Acquisition, and including any Immaterial Subsidiary existing as of the Restatement Date which becomes a Material Subsidiary after the Restatement Date, but excluding any Excluded Subsidiary), promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent reasonably deems necessary or advisable to grant to the Collateral Administrative Agent, for the ratable benefit of the Senior Secured Parties, a perfected first priority security interest and Lien in (to the extent included in the definition of Collateral and not constituting Excluded Assets) the Capital Stock of such property new Material Subsidiary that is owned directly or indirectly by the Borrower, (subjectii) deliver to the Administrative Agent such documents and instruments as may be reasonably required to grant, perfect, protect and ensure the priority of such security interest, including but not limited to, the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the case of property not constituting Pledged SecuritiesBorrower or any other applicable Loan Party, (iii) cause such new Material Subsidiary (A) to Permitted Liensbecome a party to the Guarantee and Collateral Agreement as a Grantor and a Guarantor thereunder, and (B) to take such actions as are necessary or advisable in the case opinion of Pledged Securitiesthe Administrative Agent to grant to the Administrative Agent for the ratable benefit of the Secured Parties a perfected first priority security interest and Lien in the Collateral described in the Guarantee and Collateral Agreement, with respect to Liens permitted by Section 6.02(e))such new Material Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Collateral Agent. (b) With respect to any fee interest in any real property or any lease consisting of real property acquired or leased after the Funds Availability Date by any Loan Party (other than any Excluded Assets and Excluded Perfection Assets) within ninety (90) days after the acquisition or leasing thereof (i) execute and deliver a first priority Mortgage (subject only to Liens permitted by clauses (a), (f) and (g) of Section 6.02) or where appropriate under the circumstances, an amendment to an existing Mortgage, in each case in favor of the Collateral Agent, for the benefit of the Senior Secured Parties, covering such real property, (ii) if requested by the Administrative Agent, provide the Senior Secured Parties with Agent and (xC) either (1) (A) title insurance covering such real property in an amount at least equal to deliver to the purchase price Administrative Agent a certificate of the secretary (or other equivalent officer) of such real property (or such other amount as shall be reasonably specified by Material Subsidiary of the Administrative Agent) type described in Section 5.1(c), in form and substance reasonably satisfactory to the Administrative Agent; , with appropriate insertions and (B) a current ALTA survey thereof, complying with the requirements set forth in Schedule 5.10(b) together with a surveyor’s certificate (only with respect to (i) any power plant, (ii) any improved real propertyattachments, and (iii) any other real property for which an ALTA survey was obtained when such property was acquired. Notwithstanding the foregoing, such Loan Party shall obtain or cause to be obtained an ALTA survey complying with the requirements set forth in Schedule 5.10(b) together with a surveyor’s certificate for any real property that becomes Collateral pursuant to this section to the extent that the title company will not remove the survey exception (or endorse over such exception) without an ALTA survey) or (2) where an amendment to an existing Mortgage has been delivered pursuant to clause (i) instead of a Mortgage, an endorsement to the existing title policy adding such property as an insured parcel, or a new title policy if the requirements in the state in which the real property is located do not allow for such an endorsement, and (y) any consents or estoppels reasonably deemed necessary or advisable by the Administrative Agent or the Collateral Agent in connection with such Mortgage or Mortgage amendment (to the extent obtainable using commercially reasonable efforts), each of the foregoing in form and substance reasonably satisfactory to the Collateral Agent, (iiiiv) if requested by the Administrative Agent, deliver to the Administrative Agent and the Collateral Agent legal opinions relating to addressing such matters as the matters described aboveAdministrative Agent may reasonably specify, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent and the Collateral Agent, (iv) if requested by the Administrative Agent or the Collateral Agent, deliver to the Administrative Agent and the Collateral Agent a current appraisal of such real property or other valuation of such Loan Party’s interest therein in a form and by an appraiser reasonably acceptable to the Administrative Agent, (v) deliver to the Administrative Agent and the Collateral Agent a SFHDF with respect to such real property and, to the extent that the SFHDF indicates that such real property is in a Special Flood Hazard Area as designated by the Federal Emergency Management Agency, proof that adequate flood insurance, as required under the National Flood Insurance Program, has been obtained with respect to such real property and (vi) deliver evidence of zoning compliance satisfactory to the Collateral Agent or Administrative Agent. (c) With respect to (i) any new First Tier Foreign Subsidiary (other than an Excluded Subsidiary) or any First Tier Foreign Subsidiary Holding Company, as applicable, created or acquired by the Borrower or any of the Restricted Subsidiaries or (ii) any domestic Immaterial Subsidiary or domestic Unrestricted Subsidiary that is designated as a Restricted Subsidiary in accordance with Section 6.11, in each case, after the Funds Availability DateRestatement Date by any Loan Party, within twenty (20) days of such creation, acquisition or designation the Borrower or the applicable Restricted Subsidiary shall promptly (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent and the Collateral Agent deem reasonably deems necessary or reasonably advisable to grant to the Collateral Administrative Agent, for the ratable benefit of the Senior Secured Parties, a perfected first priority security interest and Lien in (to the extent included in the definition of Collateral and not constituting Excluded Assets) the Capital Stock of such new Subsidiary that is owned by any Loan Party (subject only to the Liens permitted by clause (e) of Section 6.02), (ii) deliver to the Collateral Agent any certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Restricted Subsidiary, (iii) cause such Subsidiary that is a wholly-owned Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, and (B) to take such actions necessary or advisable to grant to the Collateral Agent for the benefit of the Senior Secured Parties a perfected first priority security interest (subject, in the case of property not constituting Pledged Securities, to Permitted Liens, and in the case of Pledged Securities, to Liens permitted by Section 6.02(e)) in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by Applicable Law or as may be reasonably requested by the Administrative Agent and (iv) if requested by the Administrative Agent, 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. (d) With respect to (i) any First Tier Foreign Subsidiary created or acquired after the Funds Availability Date and directly owned by any Loan Party or (ii) any foreign Immaterial Subsidiary or foreign Unrestricted Subsidiary that is designated as a Restricted Subsidiary in accordance with Section 6.11 and directly owned by any Loan Party, in each case, after the Funds Availability Date , promptly (and, in any event, within 30 days of the creation or acquisition thereof) (A) execute and deliver to the Administrative Agent and the Collateral Agent (x) such amendments to the Guarantee and Collateral Agreement as the Collateral Agent deems necessary or reasonably advisable and/or (y) a Foreign Pledge Agreement, in each case to grant to the Collateral Agent, for the benefit of the Senior Secured Parties, a perfected first priority security interest in the Capital Stock of such First Tier Foreign Subsidiary Holding Company, as applicable, that is owned by any such Loan Party (subject only to the Liens permitted by clause (e) of Section 6.02 and provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new First Tier Foreign Subsidiary or First Tier Foreign Subsidiary Holding Company, as applicable, be required to be so pledged), and (Bii) if commercially reasonable, deliver to the Collateral Administrative Agent the certificates representing such Capital StockStock (if certificated), together with undated stock powerpowers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Collateral Administrative Agent’s security interest therein. (d) Notwithstanding the foregoing, and (C) if requested by or anything to the Administrative Agentcontrary in any Loan Document, deliver to neither the Borrower nor any Subsidiary will be required to, nor will the Administrative Agent and the Collateral Agent legal opinions relating be authorized: (i) to take any action to create, perfect or maintain any Lien in any Excluded Assets; (ii) to enter into any control agreement, blocked account, lockbox or similar arrangement with respect to any deposit account, securities account, commodities account or other bank account (other than as set forth in Section 6.9 above); (iii) other than with respect to the matters described aboveIrish Guarantor and its assets, which opinions shall be to take any action (x) outside of the United States with respect to any assets located outside of the United States, (y) in form and substanceany non-U.S. jurisdiction or (z) required by the laws of any non-U.S. jurisdiction to create, and from counselperfect or maintain any Lien or otherwise; (iv) to take any action with respect to perfecting a Lien (other than the filing of customary “all asset” UCC-1 financing statements) on assets subject to a certificate of title or similar statute; or (v) to deliver landlord lien waivers, reasonably satisfactory to the Administrative Agent and the Collateral Agentestoppels, bailee letters or collateral access letters.

Additional Collateral, etc. (a) With respect to any personal property or Intellectual Property acquired after the Funds Availability Closing Date by any Loan Party (other than Excluded Assetsany motor vehicles, Excluded Perfection Assets and or any tangible personal property described in paragraph (b), (c) evidenced by a title certificate or (d) belowany other type of property expressly excluded by the Security Documents) as to which the Collateral Agent, for the benefit of the Senior Secured Parties, does not have a perfected Lien, promptly (and, in any event within 20 Business Days following the date of such acquisition) (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee Guaranty and Collateral Agreement or such other documents as the Collateral Agent reasonably deems necessary or reasonably advisable to grant to the Collateral Agent, for the benefit of the Senior Secured Parties, a security interest under U.S. law in such property pursuant to the terms, conditions and limitations set forth in the Guaranty and Collateral Agreement, subject to Liens permitted under Section 7.3, and (ii) take all actions necessary or reasonably advisable requested by the Collateral Agent to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest under U.S. law in such property pursuant to the terms, conditions and limitations set forth in the Guaranty and Collateral Agreement, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be reasonably required by the Guaranty and Collateral Agreement or under U.S. law or as may be reasonably requested by the Administrative Agent. (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 date that is 180 days after the Closing Date by any Loan Party (other than any such real property subject or to be subject to a Lien permitted by Section 7.3(g)), on a quarterly basis reasonably promptly within 30 days after delivery of the financial statements delivered pursuant to Section 6.1(a) or (b) execute and deliver a first priority mortgage or deed of trust subject to the Liens permitted by such mortgage or deed of trust in a form substantially similar to the Mortgages on the Mortgaged Properties and otherwise reasonably satisfactory to the Administrative Agent, in favor of the Collateral Agent, for the benefit of the Senior Secured Parties, covering such real property and recorded by a nationally recognized title insurance company in such manner and in such place as is required by law to establish, perfect, preserve and protect the Lien in favor of the Collateral Agent required to be granted pursuant to the Mortgage and all taxes, fees and other charges payable in connection therewith shall be paid in full. Such Loan Party shall otherwise take such actions and execute and/or deliver to the Collateral Agent such documents as the Administrative Agent shall reasonably require to confirm the validity, perfection and priority of the Lien of any existing Mortgage or new Mortgage against such after-acquired Real Property (including a Title Policy, a Survey and local counsel opinion (in form and substance reasonably satisfactory to the Administrative Agent) and other documents of the type described in Section 6.15 in respect of such Mortgage). (c) With respect to any new Subsidiary created or acquired after the Closing Date by any Loan Party, promptly (i) execute and deliver to the Administrative Agent such amendments to the Guaranty and Collateral Agreement as the Administrative Agent reasonably deems necessary to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest subject to Liens permitted pursuant to Section 7.3 in the Capital Stock of such property new Subsidiary that is owned by any Loan Party (subject, provided such security interest shall be limited (A) in the case of property not constituting Pledged Securitiesa Foreign Subsidiary directly owned by a Domestic Subsidiary, to Permitted Liens, 65% of such Capital Stock in such Foreign Subsidiary and (B) in the case of Pledged Securitiesany other Foreign Subsidiary or any Insurance Subsidiary or Immaterial Subsidiary, to 0% of such Capital Stock in such Foreign Subsidiary, Insurance Subsidiary or Immaterial Subsidiary), (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, (iii) cause such new Subsidiary (unless such Subsidiary is a Foreign Subsidiary, an Insurance Subsidiary, an Immaterial Subsidiary, a Regulated Entity or a Non-Wholly-Owned Subsidiary or otherwise excluded pursuant to the definition of a Subsidiary Guarantor) (A) to become a party to the Guaranty and Collateral Agreement, (B) to take such actions necessary and reasonably requested by the Administrative Agent to grant to the Administrative Agent for the benefit of the Lenders a perfected first priority security interest subject to the Liens permitted by under Section 6.02(e))7.3 in the Collateral described in the Guaranty and Collateral Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee Guaranty and Collateral Agreement or by U.S. law or as may be reasonably requested by the Collateral Agent. (b) With respect to any fee interest in any real property or any lease consisting of real property acquired or leased after the Funds Availability Date by any Loan Party (other than any Excluded Assets and Excluded Perfection Assets) within ninety (90) days after the acquisition or leasing thereof (i) execute and deliver a first priority Mortgage (subject only to Liens permitted by clauses (a), (f) Administrative Agent and (gC) to deliver to the Administrative Agent a certificate of Section 6.02) such Subsidiary, substantially in the form of Exhibit C or where appropriate under the circumstances, an amendment in such other form as may be reasonably acceptable to an existing Mortgage, in each case in favor of the Collateral Agent, for the benefit of the Senior Secured Parties, covering such real property, (ii) if requested by the Administrative Agent, provide the Senior Secured Parties with (x) either (1) (A) title insurance covering such real property in an amount at least equal to the purchase price of such real property (or such other amount as shall be reasonably specified by the Administrative Agent) in form appropriate insertions and substance reasonably satisfactory to the Administrative Agent; and (B) a current ALTA survey thereof, complying with the requirements set forth in Schedule 5.10(b) together with a surveyor’s certificate (only with respect to (i) any power plant, (ii) any improved real propertyattachments, and (iii) any other real property for which an ALTA survey was obtained when such property was acquired. Notwithstanding the foregoing, such Loan Party shall obtain or cause to be obtained an ALTA survey complying with the requirements set forth in Schedule 5.10(b) together with a surveyor’s certificate for any real property that becomes Collateral pursuant to this section to the extent that the title company will not remove the survey exception (or endorse over such exception) without an ALTA survey) or (2) where an amendment to an existing Mortgage has been delivered pursuant to clause (i) instead of a Mortgage, an endorsement to the existing title policy adding such property as an insured parcel, or a new title policy if the requirements in the state in which the real property is located do not allow for such an endorsement, and (y) any consents or estoppels reasonably deemed necessary or advisable by the Administrative Agent or the Collateral Agent in connection with such Mortgage or Mortgage amendment (to the extent obtainable using commercially reasonable efforts), each of the foregoing in form and substance reasonably satisfactory to the Collateral Agent, (iiiiv) if reasonably requested by the Administrative Agent, 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 Agent; provided that (1) the Collateral AgentBorrower shall not be required to take, or cause any Subsidiary to take, the actions required by this paragraph (ivc) if requested by the Administrative Agent or the Collateral Agent, deliver to the Administrative Agent and the Collateral Agent a current appraisal of such real property or other valuation of such Loan Party’s interest therein in a form and by an appraiser reasonably acceptable to the Administrative Agent, (v) deliver to the Administrative Agent and the Collateral Agent a SFHDF with respect to any such real property and, new Subsidiary prior to the extent that delivery of financial statements delivered pursuant to Section 6.1(a) or (b) for the SFHDF indicates that fiscal quarter of the Borrower during which such real property new Subsidiary was created or acquired unless (x) the aggregate amount of Investments made by Borrower and the Subsidiaries in all such new Subsidiaries exceeds $10,000,000 prior to the end of such fiscal quarter or (y) an Event of Default has occurred and is in a Special Flood Hazard Area as designated by the Federal Emergency Management Agency, proof that adequate flood insurance, as required under the National Flood Insurance Program, has been obtained with respect to such real property continuing and (vi2) deliver evidence of zoning compliance satisfactory the Borrower shall not be required to provide the Collateral Agent or Administrative Agent. legal opinions required by this paragraph (c) With respect to (i) any if the applicable new Subsidiary (other on a consolidated basis) accounts for less than an Excluded Subsidiary) created or acquired by the Borrower or any 1% of the Restricted Subsidiaries assets, revenues or (ii) any domestic Immaterial Subsidiary or domestic Unrestricted Subsidiary that is designated as a Restricted Subsidiary in accordance with Section 6.11Consolidated EBITDA of the Borrower, in each casecase on a pro forma basis as of the end of and for the four fiscal quarters most recently ended for which financial statements have been delivered under Section 6.1(a) or (b) or, after if prior to the Funds Availability Datefirst delivery date for such financial statements, within twenty (20) days for which financial statements of the Company are available, as though such Subsidiary had become a Subsidiary at the beginning of such creationperiod, acquisition or designation the Borrower or the applicable Restricted Subsidiary shall (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent and the Collateral Agent deem necessary or reasonably advisable to grant to the Collateral Agent, for the benefit of the Senior Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by any Loan Party (subject only to the Liens permitted by clause (e) of Section 6.02), (ii) deliver to the Collateral Agent any certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Restricted Subsidiary, (iii) cause such Subsidiary that is a wholly-owned Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, and (B) to take such actions necessary or advisable to grant to the Collateral Agent for the benefit of the Senior Secured Parties a perfected first priority security interest (subject, in the case of property not constituting Pledged Securities, to Permitted Liens, and in the case of Pledged Securities, to Liens permitted by Section 6.02(e)) in the Collateral described in the Guarantee and Collateral Agreement with respect to unless such new Subsidiary, including together with all other Subsidiary Guarantors organized in the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by Applicable Law or as may be reasonably requested by the Administrative Agent and (iv) if requested same jurisdiction with respect to which no opinions have been received by the Administrative Agent, 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. (d) With respect to (i) any Foreign Subsidiary created or acquired after the Funds Availability Date and directly owned by any Loan Party or (ii) any foreign Immaterial Subsidiary or foreign Unrestricted Subsidiary that is designated as a Restricted Subsidiary in accordance with Section 6.11 and directly owned by any Loan Party, in each case, after the Funds Availability Date , promptly (and, in any event, within 30 days account for 4% of more of the creation assets, revenues or acquisition thereof) (A) execute and deliver to the Administrative Agent and the Collateral Agent (x) such amendments to the Guarantee and Collateral Agreement as the Collateral Agent deems necessary or reasonably advisable and/or (y) a Foreign Pledge Agreement, in each case to grant to the Collateral Agent, for the benefit Consolidated EBITDA of the Senior Secured Parties, a perfected first priority security interest in Borrower (determined on the Capital Stock of such Foreign Subsidiary that is owned by any such Loan Party (subject only to the Liens permitted by clause (e) of Section 6.02 and same basis as provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such Foreign Subsidiary be required to be so pledgedabove), (B) if commercially reasonable, deliver to the Collateral Agent the certificates representing such Capital Stock, together with undated stock power, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Collateral Agent’s security interest therein, and (C) if requested by the Administrative Agent, 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.

Additional Collateral, etc. (a) With respect to any property (to the extent included in the definition of Collateral) acquired at any time after the Funds Availability Closing Date by any Loan Party (other than Excluded Assets, Excluded Perfection Assets and any property described in paragraph (b), (c) or (d) below) as to which the Collateral Agent, for the benefit of the Senior Secured Parties, does not have a perfected Lien, promptly (and, in any event within 20 Business Days following the date of such acquisition) (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Security Agreement or such other documents as the Collateral Agent reasonably deems necessary or reasonably advisable to grant to the Collateral Agent, for the benefit of the Senior Secured Parties, a security interest in such property and (ii) take all actions reasonably necessary or reasonably advisable to grant to the Collateral Agent, for the benefit of the Senior Secured Parties, a perfected (if and to the extent the assets subject to the applicable Security Document can be perfected by the actions required, and to the extent required, by such Security Document) first priority security interest (subject only to the ABL/Term Loan Intercreditor Agreement and L▇▇▇▇ permitted hereunder) in such property (subject, in the case of property not constituting Pledged Securities, to Permitted Liens, and in the case of Pledged Securities, to Liens permitted by Section 6.02(e))property, 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 Agent. (b) With respect to any Real Property having a fair market value (as determined at the time of acquisition thereof) of at least $25,000,000 acquired in fee interest in any real property or any lease consisting of real property acquired or leased after the Funds Availability Closing Date by any Loan Party (other Party, no later than any Excluded Assets and Excluded Perfection Assets) within ninety (90) 90 days after the acquisition or leasing thereof thereof, as may be extended by the Administrative Agent in its reasonable discretion, (i) execute and deliver a first priority Mortgage (subject only to Liens permitted by clauses (a), (f) and (g) of Section 6.02) or where appropriate under the circumstances, an amendment to an existing Mortgage, in each case in favor of the Collateral Agent, for the benefit of the Senior Secured Parties, covering such real propertyinterest in Real Property, (ii) along with a corresponding UCC fixture filing for filing in the applicable jurisdiction if requested required by the Administrative Collateral Agent, provide the Senior Secured Parties with (x) either (1) (A) 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) in form and substance reasonably satisfactory to the Administrative Agent; and (B) a current ALTA survey thereof, complying with the requirements set forth in Schedule 5.10(b) together with a surveyor’s certificate (only with respect to (i) any power plant, (ii) any improved real property, and (iii) any other real property for which an ALTA survey was obtained when such property was acquired. Notwithstanding the foregoing, such Loan Party shall obtain or cause to be obtained an ALTA survey complying with the requirements set forth in Schedule 5.10(b) together with a surveyor’s certificate for any real property that becomes Collateral pursuant to this section to the extent that the title company will not remove the survey exception (or endorse over such exception) without an ALTA survey) or (2) where an amendment to an existing Mortgage has been delivered pursuant to clause (i) instead of a Mortgage, an endorsement to the existing title policy adding such property as an insured parcel, or a new title policy if the requirements in the state in which the real property is located do not allow for such an endorsement, and (y) any consents or estoppels reasonably deemed necessary or advisable by the Administrative Agent or the Collateral Agent in connection with such Mortgage or Mortgage amendment (to the extent obtainable using commercially reasonable efforts), each of the foregoing in form and substance reasonably satisfactory to the Collateral Agent, as may be necessary to create a valid, perfected and subsisting Lien, subject only to the ABL/Term Loan Intercreditor Agreement and Liens permitted under Section 8.02, against such Real Property, (iiiii) if provide the Lenders with a Title Policy and a Survey for each Mortgaged Property, together with such affidavits, certificates, instruments of indemnification, legal opinions, either (a) a “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination evidencing that the Mortgaged Property is not in a flood zone or (b) evidence of flood insurance as required by the National Flood Insurance Program as set forth in the Flood Disaster Protection Act of 1973, as amended and in effect, and such other information, documentation (including, but not limited to, appraisals, environmental reports, and to the extent applicable, using commercially reasonable efforts, subordination agreements) and certifications, in each case, as may be reasonably requested by the Administrative Agent, 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, (iv) if requested by the Administrative Agent or the Collateral Agent, deliver to the Administrative Agent and the Collateral Agent a current appraisal of such real property or other valuation of such Loan Party’s interest therein in a form and by an appraiser reasonably acceptable to the Administrative Agent, (v) deliver to the Administrative Agent and the Collateral Agent a SFHDF with respect to such real property and, to the extent that the SFHDF indicates that such real property is in a Special Flood Hazard Area as designated by the Federal Emergency Management Agency, proof that adequate flood insurance, as required under the National Flood Insurance Program, has been obtained with respect to such real property and (vi) deliver evidence of zoning compliance satisfactory to the Collateral Agent or Administrative Agent). (c) With respect to (i) any new Subsidiary (other than an Excluded Subsidiary) Guarantor created or acquired by after the Borrower Closing Date (or any of the Restricted Subsidiaries or (ii) any domestic Immaterial Subsidiary or domestic Unrestricted Subsidiary that is designated as becomes a Restricted Subsidiary in accordance with Section 6.11, in each case, Guarantor after the Funds Availability Closing Date), promptly, and in any event within twenty (20) 30 days of such creationcreation or acquisition (or, acquisition or designation in the Borrower or the applicable case of any Restricted Subsidiary shall that becomes a Subsidiary Guarantor, the date that such Restricted Subsidiary becomes a Subsidiary Guarantor) (as such date may be extended from time to time by the Administrative Agent in its sole discretion) (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to this Agreement and the Guarantee and Collateral Security Agreement as the Administrative Agent and the Collateral Agent deem deems reasonably necessary or reasonably advisable to grant to the Collateral Agent, for the benefit of the Senior Secured Parties, a perfected first priority security interest (subject only to the ABL/Term Loan Intercreditor Agreement and Liens permitted hereunder) in the Capital Stock of such new Subsidiary Guarantor that is owned by any Loan Party (subject only to the Liens permitted by clause (e) of Section 6.02)Party, (ii) deliver to the Collateral Agent the certificates representing such Capital Stock (if any), together with undated stock powers, in blank, executed and delivered by a duly Authorized Officer of the relevant Loan Party and (iii) cause such new Subsidiary Guarantor (a) to execute and deliver to the Collateral Agent (w) a Guarantor Joinder Agreement or such comparable documentation requested by the Collateral Agent to become a Subsidiary Guarantor, (x) a joinder agreement to the Security Agreement, substantially in the form annexed thereto, (y) to the extent requested by the Administrative Agent a customary joinder agreement to the ABL/Term Loan Intercreditor Agreement then in effect and (z) to the extent requested by the Administrative Agent a customary joinder agreement to the First Lien/Second Lien Intercreditor Agreement then in effect, (b) to take such actions reasonably necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected (if and to the extent the assets subject to the applicable Security Document can be perfected by the actions required, and to the extent required, by such Security Document) first priority security interest (subject only to the ABL/Term Loan Intercreditor Agreement and Liens permitted hereunder) in the Collateral described in the Security Agreement with respect to such new Subsidiary Guarantor, including the filing of UCC financing statements in such jurisdictions as may reasonably be required by the Security Agreement or by law or as may be requested by the Collateral Agent and (c) to deliver to the Collateral Agent (i) a certificate of such Subsidiary Guarantor, substantially in the form of the certificate provided by the Loan Parties on the Closing Date pursuant to Section 6.01(i) of the Original Credit Agreement, with appropriate insertions and attachments and (ii) if reasonably requested by the Collateral Agent, a legal opinion from counsel to such new Subsidiary Guarantor in form and substance reasonably satisfactory to the Collateral Agent. (d) With respect to any new Restricted Subsidiary which is an Excluded Foreign Subsidiary described in clause (i) (but not clause (ii) or (iii)) of the definition of “Excluded Foreign Subsidiary” created or acquired after the Closing Date by any Loan Party, promptly (i) execute and deliver to the Collateral Agent such amendments to the Security Agreement as the Collateral Agent reasonably deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest (subject only to Liens permitted under Section 8.02) in no more than 65% of the total outstanding voting Capital Stock of any such Excluded Foreign Subsidiary and 100% of the total outstanding non-voting Capital Stock of any such Excluded Foreign Subsidiary and (ii) deliver to the Collateral Agent the certificates (if any) representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer Authorized Officer of the Borrower or such Restricted Subsidiary, (iii) cause such Subsidiary that is a wholly-owned Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, and (B) to take such actions necessary or advisable to grant to the Collateral Agent for the benefit of the Senior Secured Parties a perfected first priority security interest (subject, in the case of property not constituting Pledged Securities, to Permitted Liens, and in the case of Pledged Securities, to Liens permitted by Section 6.02(e)) in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by Applicable Law or as may be reasonably requested by the Administrative Agent and (iv) if requested by the Administrative Agent, 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 Agentrelevant Loan Party. (de) With respect to (i) any Foreign new Non-Guarantor Subsidiary created or acquired after the Funds Availability Closing Date and directly owned by any Loan Party (but excluding any Unrestricted Subsidiary, any Excluded Foreign Subsidiary and any Subsidiary which would be a Subsidiary Guarantor but for clause (vi) in the definition thereof to the extent a pledge of the Capital Stock of such entity is prohibited by its Organizational Documents or requires the consent of any Person (iiother than Holdings or any of its Restricted Subsidiaries) any foreign Immaterial Subsidiary or foreign Unrestricted Subsidiary that is designated as a Restricted Subsidiary in accordance with Section 6.11 and directly owned by any Loan Party, in each case, after the Funds Availability Date party thereto which consent has not been obtained), promptly (and, in any event, within 30 days of the creation or acquisition thereof) (Ai) execute and deliver to the Administrative Agent and the Collateral Agent (x) such amendments to this Agreement and the Guarantee and Collateral Security Agreement as the Collateral Agent deems necessary or reasonably advisable and/or (y) a Foreign Pledge Agreement, in each case to grant to the Collateral Agent, for the benefit of the Senior Secured Parties, a perfected first priority security interest (subject only to Liens permitted under Section 8.02) in the Capital Stock of such Foreign Non-Guarantor Subsidiary that is owned by any such Loan Party and (subject only to the Liens permitted by clause (eii) of Section 6.02 and provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such Foreign Subsidiary be required to be so pledged), (B) if commercially reasonable, deliver to the Collateral Agent the certificates representing such Capital StockStock (if any), together with undated stock powerpowers, in blank, executed and delivered by a duly authorized officer Authorized Officer of the relevant Loan Party. Notwithstanding anything to the contrary in the foregoing clauses (c) and (d), the Borrower may notify the Administrative Agent at any time that the Borrower desires to join an Excluded Foreign Subsidiary as a Subsidiary Guarantor under this Agreement and take the other Loan Documents, and, in any such case, cause such Excluded Foreign Subsidiary to (i) become a Subsidiary Guarantor by executing and delivering to the Collateral Agent a Guarantor Joinder Agreement along with such other action documentation as may be necessary orthe Collateral Agent deems reasonably appropriate for effecting such joinder, (ii) g▇▇▇▇ ▇ ▇▇▇▇ in the opinion favor of the Administrative Agent, desirable Collateral Agent for the ratable benefit of the Secured Parties on the assets and other personal property of such Excluded Foreign Subsidiary of the same type that constitute Collateral for purposes of the Security Documents (other than with respect to perfect any Excluded Assets of such Excluded Foreign Subsidiary but without giving effect to any provision of the Collateral Agent’s security interest therein, definition of Excluded Assets that would otherwise result in such Excluded Foreign Subsidiary (and its tangible and intangible personal property) constituting an Excluded Asset) and (Ciii) if enter into any such amendments, modifications, or other changes to this Agreement and any other Loan Document reasonably requested by the Administrative AgentCollateral Agent in its reasonable discretion in order to address any matters in connection with, deliver to or related to, such Excluded Foreign Subsidiary becoming a Subsidiary Guarantor under the Administrative Agent and Loan Documents. Each of the Lenders hereby authorize the Collateral Agent legal opinions relating to enter into any such amendments, modifications, or other changes to this Agreement or any of the other Loan Documents solely to implement the foregoing. (f) Notwithstanding anything herein or in any other Loan Document to the matters described abovecontrary, which opinions (i) in no event shall any Loan Party be required to obtain control agreements with respect to deposit or securities accounts and (ii) no actions in any non-U.S. jurisdiction shall be required in form and substance, and from counsel, reasonably satisfactory order to create any security interests in assets located or titled outside of the Administrative Agent and U.S. or to perfect any security interests (it being understood that there shall be no security agreements or pledge agreements governed under the Collateral Agentlaws of any non-U.S. jurisdiction).

Additional Collateral, etc. (a) With respect to any property Property acquired after the Funds Availability Closing Date by the Borrower or any Loan Party of its Subsidiaries (other than Excluded Assets, Excluded Perfection Assets and (x) any real property or any Property described in paragraph (b)c) of this Section, (cy) or any Property subject to a Lien expressly permitted by Section 6.2(g) and (dz) belowProperty acquired by an Excluded Foreign Subsidiary) as to which the Collateral Administrative Agent, for the benefit of the Senior Secured Parties, does not have a perfected Lien, promptly (and, in any event within 20 Business Days following the date of such acquisition) (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Collateral Administrative Agent deems necessary or reasonably advisable to grant to the Collateral Administrative Agent, for the benefit of the Senior Secured Parties, a security interest in such property Property and (ii) take all actions necessary or reasonably advisable to grant to the Collateral Administrative Agent, for the benefit of the Senior Secured Parties, a perfected first priority security interest in such property (subject, in the case of property not constituting Pledged Securities, to Permitted Liens, and in the case of Pledged Securities, to Liens permitted by Section 6.02(e))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 Agentlaw. (b) With respect to any fee interest in any real property having a value (together with improvements thereof) of at least $750,000 acquired after the Closing Date by the Borrower or any lease consisting of real property acquired or leased after the Funds Availability Date by any Loan Party its Subsidiaries (other than any such real property owned by an Excluded Assets and Excluded Perfection Assets) within ninety (90) days after the acquisition Foreign Subsidiary or leasing thereof subject to a Lien expressly permitted by Section 6.2(g)), promptly (i) execute and deliver a first priority Mortgage (subject only to Liens permitted by clauses (a), (f) and (g) of Section 6.02) or where appropriate under the circumstances, an amendment to an existing Mortgage, in each case in favor of the Collateral Administrative Agent, for the benefit of the Senior Secured Parties, covering such real propertyproperty in appropriate form for recording with the applicable office and otherwise in form and substance reasonably acceptable to the Administrative Agent, (ii) if requested by the Administrative Agent, provide the Senior Secured Parties Lenders with (x) either (1) (A) title and extended coverage insurance covering such real property in an amount at least equal to the purchase price of such real property (or such other amount as shall be reasonably specified by the Administrative Agent) in form and substance reasonably satisfactory to the Administrative Agent; and (B) as well as a current ALTA survey thereof, complying with the requirements set forth in Schedule 5.10(b) together with a surveyor’s certificate (only with respect to (i) any power plant, (ii) any improved real property, and (iii) any other real property for which an ALTA survey was obtained when such property was acquired. Notwithstanding the foregoing, such Loan Party shall obtain or cause to be obtained an ALTA survey complying with the requirements set forth in Schedule 5.10(b) together with a surveyor’s certificate for any real property that becomes Collateral pursuant to this section to the extent that the title company will not remove the survey exception (or endorse over such exception) without an ALTA survey) or (2) where an amendment to an existing Mortgage has been delivered pursuant to clause (i) instead of a Mortgage, an endorsement to the existing title policy adding such property as an insured parcel, or a new title policy if the requirements in the state in which the real property is located do not allow for such an endorsement, and (y) any consents or estoppels reasonably deemed necessary or advisable by the Administrative Agent or the Collateral Agent in connection with such Mortgage or Mortgage amendment (to the extent obtainable using commercially reasonable efforts)Mortgage, each of the foregoing in form and substance reasonably satisfactory to the Collateral Agent, Administrative Agent and (iii) if requested by the Administrative Agent, 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, (iv) if requested by the Administrative Agent or the Collateral Agent, deliver to the Administrative Agent and the Collateral Agent a current appraisal of such real property or other valuation of such Loan Party’s interest therein in a form and by an appraiser reasonably acceptable to the Administrative Agent, (v) deliver to the Administrative Agent and the Collateral Agent a SFHDF with respect to such real property and, to the extent that the SFHDF indicates that such real property is in a Special Flood Hazard Area as designated by the Federal Emergency Management Agency, proof that adequate flood insurance, as required under the National Flood Insurance Program, has been obtained with respect to such real property and (vi) deliver evidence of zoning compliance satisfactory to the Collateral Agent or Administrative Agent. (c) With respect to (i) any new Subsidiary (other than an Excluded Foreign Subsidiary) created or acquired after the Closing Date (which, for the purposes of this paragraph, shall include any existing Subsidiary that ceases to be an Excluded Foreign Subsidiary), by the Borrower or any of the Restricted Subsidiaries or (ii) any domestic Immaterial Subsidiary or domestic Unrestricted Subsidiary that is designated as a Restricted Subsidiary in accordance with Section 6.11its Subsidiaries, in each case, after the Funds Availability Date, within twenty (20) days of such creation, acquisition or designation the Borrower or the applicable Restricted Subsidiary shall promptly (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent and the Collateral Agent deem deems necessary or reasonably advisable to grant to the Collateral Administrative Agent, for the benefit of the Senior Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by the Borrower or any Loan Party (subject only to the Liens permitted by clause (e) of Section 6.02)its Subsidiaries, (ii) deliver to the Collateral Administrative Agent any the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Restricted Subsidiary, as the case may be, (iii) cause such Subsidiary that is a wholly-owned new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, Agreement and (B) to take such actions necessary or advisable to grant to the Collateral Administrative Agent for the benefit of the Senior Secured Parties a perfected first priority security interest (subject, in the case of property not constituting Pledged Securities, to Permitted Liens, and in the case of Pledged Securities, to Liens permitted by Section 6.02(e)) in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary, 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 Applicable Law law or as may be reasonably requested by the Administrative Agent Agent, and (iv) if requested by the Administrative Agent, 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. (d) With respect to (i) any new Excluded Foreign Subsidiary created or acquired after the Funds Availability Closing Date and directly owned by the Borrower or any Loan Party or of its Subsidiaries (ii) other than any foreign Immaterial Subsidiary or foreign Unrestricted Subsidiary that is designated as a Restricted Subsidiary in accordance with Section 6.11 and directly owned by any Loan Party, in each case, after the Funds Availability Date Excluded Foreign Subsidiaries), promptly (and, in any event, within 30 days of the creation or acquisition thereof) (Ai) execute and deliver to the Administrative Agent and the Collateral Agent (x) such amendments to the Guarantee and Collateral Agreement or such other documents as the Collateral Administrative Agent deems necessary or reasonably advisable and/or (y) a Foreign Pledge Agreement, in each case order to grant to the Collateral Administrative Agent, for the benefit of the Senior Secured Parties, a perfected first priority security interest in the Capital Stock of such Foreign new Subsidiary that is owned by the Borrower or any such Loan Party of its Subsidiaries (subject only to the Liens permitted by clause other than any Excluded Foreign Subsidiaries), (e) of Section 6.02 and provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Excluded Foreign Subsidiary be required to be so pledged), (Bii) if commercially reasonable, deliver to the Collateral Administrative Agent the certificates representing such Capital Stock, together with undated stock powerpowers, in blank, executed and delivered by a duly authorized officer of the relevant Loan PartyBorrower or such Subsidiary, as the case may be, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Collateral Agent’s security interest thereinLien of the Administrative Agent thereon, and (Ciii) if requested by the Administrative Agent, 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.

Additional Collateral, etc. (a) With respect to any property Property acquired after the Funds Availability Restatement Effective Date by any Loan Party Group Member (other than Excluded Assets, Excluded Perfection Assets and (x) any property Property described in paragraph (b), (c) or (d) belowbelow and (y) any Property subject to a Lien expressly permitted by Section 8.3(g)) as to which the Collateral Agent, for the benefit of the Senior Secured PartiesParties (in the case of any such Property owned by a Group Member other than an Excluded Foreign Subsidiary), does not have a perfected Lien, promptly (andpromptly, but in any event within 20 Business Days following no later than 45 days after such event (or such longer period as the date of such acquisition) Collateral Agent may agree in its reasonable direction), (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement and any other Security Document or such other documents as the Collateral Agent reasonably deems necessary or reasonably advisable to grant to the Collateral Agent, for the benefit of the Senior applicable Secured PartiesParties (as set forth above), a security interest and Lien in such property Property, in each case, in accordance with the terms and conditions of the applicable Security Documents and (ii) take all actions necessary or reasonably advisable to grant to the Collateral Agent, for the benefit of the Senior applicable Secured PartiesParties (as set forth above), a perfected first priority security interest and Lien in such property (subject, in the case of property not constituting Pledged Securities, to Permitted Liens, and in the case of Pledged Securities, to Liens permitted by Section 6.02(e))Property, including the filing of Uniform Commercial Code and Personal Property Security Act financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or any other Security Document or by law or as may be reasonably requested by the Collateral Agent. (b) With respect to any fee interest in any anyowned real property located in the United States having a value (together with improvements thereof) of at least $10,000,000 or leasehold interest in any ground lease consisting of over real property having a value (together with improvements thereof) of at least $10,000,000, in each case,fair market value in excess of $15,000,000 (as determined by the Borrower in good faith and reasonably acceptable to the Collateral Agent) acquired or leased after the Funds Availability RestatementAmendment No. 6 Effective Date by any Loan Party (other than any Excluded Assets and Excluded Perfection Assets) within ninety (90) such real property or ground lease subject to a Lien expressly permitted by Section 8.3(g)), promptly, but in any event no later than 90 days after such event (or such longer period as the acquisition or leasing thereof Collateral Agent may agree in its reasonable direction), (i) execute and deliver a first priority Mortgage (subject only to Liens permitted by clauses (a)or supplemental debenture, (f) and (g) of Section 6.02) or where appropriate under the circumstances, an amendment to an existing Mortgage, in each case in favor of the Collateral Agent, for the benefit of the Senior Secured PartiesParties free and clear of all Liens except for Liens permitted pursuant to clauses (a), (b), (e), (h), (i), (k) and (m) of Section 8.3 or consented to by the Collateral Agent (in the case of any such Property owned by a Loan Party), covering such real propertyproperty or ground lease, as applicable, (ii) if requested by deliver to the Administrative Collateral Agent, provide the Senior Secured Parties with (x) either (1) in respect of each such Mortgage, a Title Policy (A) 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) in form and substance reasonably satisfactory to the Administrative Agent; and (B) a current ALTA survey thereof, complying with the requirements set forth in Schedule 5.10(b) together with a surveyor’s certificate (only with respect to (i) any power plant, (ii) any improved real property, and (iii) any other real property for which an ALTA survey was obtained when such property was acquired. Notwithstanding the foregoing, such Loan Party shall obtain or cause to be obtained an ALTA survey complying with the requirements set forth in Schedule 5.10(b) together with a surveyor’s certificate for any real property that becomes Collateral pursuant to this section to the extent that the title company will not remove the survey exception (or endorse over such exception) without an ALTA survey) or (2) where an amendment to an existing Mortgage has been delivered pursuant to clause (i) instead of a Mortgage, an endorsement to the existing title policy adding such property as an insured parcel, or a new title policy if the requirements in the state in which the real property is located do not allow for such an endorsement, and (y) any consents or estoppels reasonably deemed necessary or advisable by the Administrative Agent or the Collateral Agent in connection with such Mortgage or Mortgage amendment (to the extent obtainable using commercially reasonable efforts), each of the foregoing in form and substance reasonably satisfactory to the Collateral Agent, but in no event in an amount in excess of the fair market value of the applicable Property and fixtures as determined by the Borrower in good faith and reasonably acceptable to the Collateral Agent; provided that, to the extent any such Property is located in a jurisdiction which imposes mortgage recording taxes or similar fees, the relevant Mortgage shall not secure an amount in excess of the Title Policyfair market value of the applicable Property and fixtures as determined by the Borrower in good faith and reasonably acceptable to the Collateral Agent; (B) insuring that the Mortgage insured thereby creates a valid first Lien on such Property free and clear of all Liens, except for Liens permitted pursuant to clauses (a), (b), (e), (h), (i), (k) and (m) of Section 8.3 or any Liens consented to by the Collateral Agent; (C) naming the Collateral Agent for the benefit of the applicable Secured Parties as the insured thereunder; (D) in the form of ALTA Loan Policy 2006 (or equivalent policies and, in the case of Property in the State of Michigan, Form 1992); (E) containing such endorsements and affirmative coverage as the Collateral Agent may reasonably request to the extent such endorsements may be issued at commercially reasonable rates; provided, however, that in no event shall a creditor’s rights endorsement be required, and (F) be issued by title companies reasonably satisfactory to the Collateral Agent (including any such title companies acting as co-insurers or reinsurers, at the option of the Collateral Agent), (iii) deliver to the Collateral Agent evidence satisfactory to it that all premiums in respect of each such Title Policy, all charges for mortgage recording tax, and all related expenses, if any, have been paid, (iv) deliver to the Collateral Agent, a completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each such Property (together with a notice about special flood hazard area status and flood disaster assistance duly executed by the Borrower and each Loan Party relating thereto) and, if required, evidence of flood insurance as required by Section 7.5(b) and as required by applicable law and otherwise in form and substance reasonably acceptable to the Collateral Agent, (v) deliver to the Collateral Agent, a copy of, or a certificate as to coverage under the insurance policies required by Section 7.5 and the applicable provisions of the Security Documents, each of which shall be endorsed or otherwise amended to include a “standard” or “New York” lender’s loss payable or mortgage endorsement (as applicable) and shall name the Collateral Agent, on behalf of the Secured Parties as additional insured in form and substance reasonably acceptable to the Administrative Agent, (vi) deliver to the title insurance company copies of existing surveys together with any affidavits, or new surveys, as may be reasonably necessary to cause the title insurance company to issue coverage over all general survey exceptions and to issue all endorsements reasonably requested by the Collateral Agent and (vii) if requested by the Administrative Collateral Agent, 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; provided, (iv) if requested by however, the Administrative Agent U.S. Borrower or the Collateral Agentapplicable Loan Party shall not be obligated to deliver a Leasehold Mortgage if it is unable to obtain any required landlord consents, deliver estoppels or collateral access letters after using commercially reasonable efforts within such 90 days to the Administrative Agent and the Collateral Agent a current appraisal of obtain such real property landlord consents, estoppels or other valuation of such Loan Party’s interest therein in a form and by an appraiser reasonably acceptable to the Administrative Agent, (v) deliver to the Administrative Agent and the Collateral Agent a SFHDF with respect to such real property and, to the extent that the SFHDF indicates that such real property is in a Special Flood Hazard Area as designated by the Federal Emergency Management Agency, proof that adequate flood insurance, as required under the National Flood Insurance Program, has been obtained with respect to such real property and (vi) deliver evidence of zoning compliance satisfactory to the Collateral Agent or Administrative Agentcollateral access letters. (c) With respect to (i) any new Material Subsidiary (other than an Excluded Foreign Subsidiary) created or acquired after the Restatement Effective Date by any Group Member (which, for the Borrower purposes of this paragraph (c), shall include any existing Material Subsidiary that ceases to be an Excluded Foreign Subsidiary or any of the Restricted Subsidiaries or (ii) any domestic Immaterial Subsidiary or domestic Unrestricted existing Subsidiary that is designated becomes a Material Subsidiary), promptly, but in any event no later than 45 days after such event (or such longer period as a Restricted Subsidiary the Collateral Agent may agree in accordance with Section 6.11its reasonable discretion), in each case, after the Funds Availability Date, within twenty (20) days of such creation, acquisition or designation the Borrower or the applicable Restricted Subsidiary shall (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement and each other Security Document or such other documents as the Administrative Agent and the Collateral Agent deem reasonably deems necessary or reasonably advisable to grant to the Collateral Agent, for the benefit of the Senior Secured Parties, a perfected first priority security interest and Lien in the Capital Stock of such new Subsidiary that is owned by any Loan Party (Group Member, subject only to the Liens permitted by clause (e) of Section 6.02)for Statutory Prior Claims, (ii) deliver to the Collateral Agent any the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Restricted Subsidiaryrelevant Group Member, and (iii) cause such Subsidiary that is a wholly-owned new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, Agreement and any other Security Document requested by the Collateral Agent to guarantee the Obligations and (B) to take such actions necessary or advisable to grant to the Collateral Agent for the benefit of the Senior Secured Parties a perfected first priority security interest (subject, and Lien in the case of property not constituting Pledged SecuritiesCollateral, to Permitted Liens, and in the case of Pledged Securities, subject to Liens expressly permitted by Section 6.02(e8.3(g)) in the Collateral described in the Guarantee and Collateral Agreement , with respect to such new Subsidiary, including the filing of Uniform Commercial Code and Personal Property Security Act financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement Agreement, any other Security Document or by Applicable Law law or as may be reasonably requested by the Administrative Agent Collateral Agent, and (iv) if requested by the Administrative Collateral Agent, 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... (d) With respect to (i) any Foreign Subsidiary created or acquired Within 90 days after the Funds Availability Restatement Effective Date and directly owned by any Loan Party (or (ii) any foreign Immaterial Subsidiary or foreign Unrestricted Subsidiary that is designated as a Restricted Subsidiary in accordance with Section 6.11 and directly owned by any Loan Party, in each case, after the Funds Availability Date , promptly (and, in any event, within 30 days of the creation or acquisition thereof) (A) execute and deliver to the Administrative Agent and the Collateral Agent (x) such amendments to the Guarantee and Collateral Agreement longer period as the Collateral Agent deems necessary may agree in its reasonable discretion), Cedar Fair LP or reasonably advisable and/or the applicable Loan Party shall deliver either the items listed in paragraph (yi) or the items listed in paragraph (ii) as follows: (i) an opinion or email confirmation from local counsel in each jurisdiction where a Foreign Pledge AgreementMortgaged Property is located, in each case to grant form and substance reasonably satisfactory to the Collateral Agent, to the effect that: (1) the recording of the existing Mortgage is the only filing or recording necessary to give constructive notice to third parties of the lien created by such Mortgage as security for the Obligations (as defined in each Mortgage), including the Obligations evidenced by this Agreement and the other documents executed in connection therewith, for the benefit of the Senior Secured Parties; and (2) no other documents, instruments, filings, recordings, re-recordings, re-filings or other actions, including, without limitation, the payment of any mortgage recording taxes or similar taxes, are necessary or appropriate under applicable law in order to maintain the continued enforceability, validity or priority of the lien created by such Mortgage as security for the Obligations, including the Obligations evidenced by the Credit Agreement as amended by this Amendment and the other documents executed in connection therewith, for the benefit of the Secured Parties; or (ii) with respect to the existing Mortgages, the following, in each case in form and substance reasonably acceptable to the Collateral Agent: (A) with respect to each Mortgage encumbering a Mortgaged Property, an amendment thereof (each a “Mortgage Amendment”) duly executed and acknowledged by the applicable Loan Party, and in form for recording in the recording office where each Mortgage was recorded, together with such certificates, affidavits, questionnaires or returns as shall be required in connection with the recording or filing thereof under applicable law, in each case in form and substance reasonably satisfactory to the Collateral Agent; (B) with respect to each Mortgage Amendment, a perfected date down endorsement (each, a “Title Endorsement,” collectively, the “Title Endorsements”) to the existing Title Policy relating to the Mortgage encumbering the Mortgaged Property subject to such Mortgage assuring the Collateral Agent that such Mortgage, as amended by such Mortgage Amendment is a valid and enforceable first priority security interest lien on such Mortgaged Property in favor of the Capital Stock Collateral Agent for the benefit of such Foreign Subsidiary that is owned by any such Loan Party (subject only to the Secured Parties free and clear of all Liens other than Liens permitted by clause pursuant to clauses (a), (b), (e), (h), (i), (k) and (m) of Section 6.02 8.3 or otherwise consented to by the Collateral Agent and provided that which shall increase the amount of title insurance for the Mortgaged Property to the fair market value (as determined by Cedar Fair LP in no event good faith as reasonably acceptable to the Collateral Agent) of such Mortgaged Property, and such Title Endorsement shall more than 65% otherwise be in form and substance reasonably satisfactory to the Collateral Agent; (C) with respect to each Mortgage Amendment, opinions of local counsel to the total outstanding voting Capital Stock of any such Foreign Subsidiary Loan Parties, which opinions (x) shall be required to be so pledged), (B) if commercially reasonable, deliver addressed to the Collateral Agent and the certificates representing such Capital StockSecured Parties, together with undated stock power, in blank, executed and delivered by a duly authorized officer (y) shall cover the enforceability of the relevant Loan Partyrespective Mortgage as amended by such Mortgage Amendment, the due authorization, execution and take such other action as may be necessary or, in the opinion delivery of the Administrative Agent, desirable to perfect the Collateral Agent’s security interest therein, Mortgage Amendment and (Cz) if requested by the Administrative Agent, 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, substance reasonably satisfactory to the Administrative Agent Collateral Agent; (D) with respect to each Mortgaged Property, such affidavits, certificates, information and instruments of indemnification (including without limitation, a so-called “gap” indemnification) as shall be required by the title company to induce the title company to issue the Title Endorsements; and (E) evidence acceptable to the Collateral AgentAgent of payment by the Borrower of all applicable title insurance premiums, search and examination charges, survey costs and related charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of the Mortgage Amendments and issuance of the Title Endorsements.

Additional Collateral, etc. (a) With respect to any property Property acquired after the Funds Availability Closing Date by any Loan Party (other than Excluded Assets, Excluded Perfection Assets and any property described in paragraph (b), (c) or (d) below) as to which the Collateral Agent, for the benefit of the Senior Secured Parties, Purchaser does not have a perfected Liensecurity interest with the priority required under the Transaction Documents, each Credit Party shall promptly (and, and in any event event, within 20 Business Days five (5) days following the date of such acquisition) (i) execute and deliver to the Administrative Agent and the Collateral Agent Purchaser such amendments to the Guarantee and Collateral this Agreement or such other documents and modifications thereof as the Collateral Agent Purchaser deems necessary or reasonably advisable to grant to the Collateral Agent, for the benefit of the Senior Secured Parties, Purchaser a security interest in such property Collateral and (ii) take all actions necessary or reasonably advisable to grant to the Collateral Agent, for the benefit of the Senior Secured Parties, Purchaser a perfected first priority security interest in such property (subjectCollateral, in the case of property not constituting Pledged Securities, subject only to Permitted Liens, and Liens in the case of Pledged Securities, to Liens permitted by Section 6.02(e))priority, including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions jurisdiction as may be required by the Guarantee and Collateral this Agreement or by law or as may be reasonably requested by the Collateral AgentPurchaser. (b) With Subject to Section 9.11, with respect to any fee interest in any real property new Subsidiary created or any lease consisting of real property acquired or leased after the Funds Availability Closing Date by any Loan Party Credit Party, the Credit Parties shall cause such Subsidiary to promptly (other than and, in any Excluded Assets and Excluded Perfection Assets) event, within ninety five (905) days after following such creation or the acquisition or leasing thereof (i) execute and deliver a first priority Mortgage (subject only to Liens permitted by clauses (a), (f) and (g) of Section 6.02) or where appropriate under the circumstances, an amendment to an existing Mortgage, in each case in favor of the Collateral Agent, for the benefit of the Senior Secured Parties, covering such real property, (ii) if requested by the Administrative Agent, provide the Senior Secured Parties with (x) either (1) (A) title insurance covering such real property in an amount at least equal to the purchase price date of such real property (or such other amount as shall be reasonably specified by the Administrative Agentacquisition) in form and substance reasonably satisfactory to the Administrative Agent; and (B) a current ALTA survey thereof, complying with the requirements set forth in Schedule 5.10(b) together with a surveyor’s certificate (only with respect to (i) any power plant, (ii) any improved real property, and (iii) any other real property for which an ALTA survey was obtained when such property was acquired. Notwithstanding the foregoing, such Loan Party shall obtain or cause to be obtained an ALTA survey complying with the requirements set forth in Schedule 5.10(b) together with a surveyor’s certificate for any real property that becomes Collateral pursuant to this section to the extent that the title company will not remove the survey exception (or endorse over such exception) without an ALTA survey) or (2) where an amendment to an existing Mortgage has been delivered pursuant to clause (i) instead of a Mortgage, an endorsement to the existing title policy adding such property as an insured parcel, or a new title policy if the requirements in the state in which the real property is located do not allow for such an endorsement, and (y) any consents or estoppels reasonably deemed necessary or advisable by the Administrative Agent or the Collateral Agent in connection with such Mortgage or Mortgage amendment (to the extent obtainable using commercially reasonable efforts), each of the foregoing in form and substance reasonably satisfactory to the Collateral Agent, (iii) if requested by the Administrative Agent, 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, (iv) if requested by the Administrative Agent or the Collateral Agent, deliver to the Administrative Agent and the Collateral Agent a current appraisal of such real property or other valuation of such Loan Party’s interest therein in a form and by an appraiser reasonably acceptable to the Administrative Agent, (v) deliver to the Administrative Agent and the Collateral Agent a SFHDF with respect to such real property and, to the extent that the SFHDF indicates that such real property is in a Special Flood Hazard Area as designated by the Federal Emergency Management Agency, proof that adequate flood insurance, as required under the National Flood Insurance Program, has been obtained with respect to such real property and (vi) deliver evidence of zoning compliance satisfactory to the Collateral Agent or Administrative Agent. (c) With respect to (i) any new Subsidiary (other than an Excluded Subsidiary) created or acquired by the Borrower or any of the Restricted Subsidiaries or (ii) any domestic Immaterial Subsidiary or domestic Unrestricted Subsidiary that is designated as a Restricted Subsidiary in accordance with Section 6.11, in each case, after the Funds Availability Date, within twenty (20) days of such creation, acquisition or designation the Borrower or the applicable Restricted Subsidiary shall (i) execute and deliver to the Administrative Agent Purchaser a Joinder Agreement and the Collateral Agent such amendments to the Guarantee and Collateral this Agreement as the Administrative Agent and the Collateral Agent deem Purchaser deems necessary or reasonably advisable to grant to the Collateral AgentPurchaser a security interest, for the benefit of the Senior Secured Partiessubject only to Permitted Liens in priority, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by any Loan Party (subject only to the Liens permitted by clause (e) of Section 6.02), such Credit Party; (ii) deliver to Purchaser the Collateral Agent any certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of such Credit Party, as the Borrower or such Restricted Subsidiary, case may be; (iii) cause such Subsidiary that is become a wholly-owned Subsidiary party to this Agreement, the Security Agreement, the Intellectual Property Security Agreement and any other Transaction Document as Purchaser may request; (Aiv) to become a party to the Guarantee and Collateral Agreement, and Stock Pledge Agreement if such Subsidiary owns Capital Stock of another entity; (Bv) to take such actions necessary or advisable to grant to the Collateral Agent for the benefit of the Senior Secured Parties Purchaser a perfected first priority security interest (subjectinterest, in the case of property not constituting Pledged Securities, subject only to Permitted Liens, and in the case of Pledged Securities, to Liens permitted by Section 6.02(e)) in the Collateral all Property described in this Agreement, the Guarantee Security Agreement and Collateral the Intellectual Property Security Agreement with respect to such new Subsidiary, including including, without limitation, the recording of instruments in the United States Patent and Trademark Office and the United States Copyright Office, the execution and delivery by all necessary Persons of Control Agreements and the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by this Agreement, the Guarantee and Collateral Intellectual Property Security Agreement or by Applicable Law law or as may be reasonably requested by the Administrative Agent Purchaser; (vi) provide evidence of proper corporate or other organizational authorization and (iv) if requested by the Administrative Agent, deliver to the Administrative Agent and the Collateral Agent legal opinions relating with respect to each of the matters described aboveset forth in this Section 8.20(b), which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent Purchaser; and the Collateral Agent. (dvii) With respect deliver to (i) any Foreign Subsidiary created or acquired after the Funds Availability Date and directly owned by any Loan Party or (ii) any foreign Immaterial Subsidiary or foreign Unrestricted Subsidiary that is designated Purchaser such other documentation as a Restricted Subsidiary Purchaser may require, in accordance with Section 6.11 and directly owned by any Loan Partyits sole discretion, in each case, after the Funds Availability Date , promptly (and, in any event, within 30 days of the creation or acquisition thereof) (A) execute and deliver to the Administrative Agent and the Collateral Agent (x) such amendments to the Guarantee and Collateral Agreement as the Collateral Agent deems necessary or reasonably advisable and/or (y) a Foreign Pledge Agreement, in each case to grant to the Collateral Agent, for the benefit of the Senior Secured Parties, a perfected first priority security interest in the Capital Stock of such Foreign Subsidiary that is owned by any such Loan Party (subject only to the Liens permitted by clause (e) of Section 6.02 and provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such Foreign Subsidiary be required to be so pledged), (B) if commercially reasonable, deliver to the Collateral Agent the certificates representing such Capital Stock, together with undated stock power, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Collateral Agent’s security interest therein, and (C) if requested by the Administrative Agent, 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 substance satisfactory to the Administrative Agent and the Collateral AgentPurchaser.

Additional Collateral, etc. (a) With respect to any property acquired after the Funds Availability Closing Date by any Loan Party the Borrower (other than Excluded Assets, Excluded Perfection Assets and (y) any property described in paragraph (b), ) below and (cz) or (d) belowany property subject to a Lien expressly permitted by the Guarantee Agreement) as to which the Collateral Agent, for the benefit of the Senior Secured PartiesLenders, does not have a perfected (to the extent perfection is permitted or provided for under relevant law) Lien, promptly (and, in any event within 20 Business Days following the date of such acquisition) (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Collateral Agent deems take all actions necessary or reasonably advisable to grant to the Collateral Agent, for the benefit of the Senior Secured PartiesLenders, a perfected (to the extent perfection is permitted or provided for under relevant law) first priority security interest in such property property. (b) With respect to any new Subsidiary created or acquired after the Closing Date by the Borrower, promptly (i) execute and (ii) take deliver to the Collateral Agent all actions security documents as the Collateral Agent deems necessary or reasonably advisable to grant to the Collateral Agent, for the benefit of the Senior Secured PartiesLenders, a perfected first priority security interest in the Capital Stock of such property (subject, in the case of property not constituting Pledged Securities, to Permitted Liens, and in the case of Pledged Securities, to Liens permitted by Section 6.02(e)), including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required new Subsidiary that is owned by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Collateral Agent. (b) With respect to any fee interest in any real property or any lease consisting of real property acquired or leased after the Funds Availability Date by any Loan Party (other than any Excluded Assets and Excluded Perfection Assets) within ninety (90) days after the acquisition or leasing thereof (i) execute and deliver a first priority Mortgage (subject only to Liens permitted by clauses (a)Borrower, (fii) and cause such new Subsidiary (gA) of Section 6.02) to take such actions necessary or where appropriate under the circumstances, an amendment advisable to an existing Mortgage, in each case in favor of grant to the Collateral Agent, for the benefit of the Senior Secured PartiesLenders, covering a perfected (to the extent perfection is permitted or provided for under relevant law) first priority security interest in the Collateral described in clause (i) above with respect to such real propertynew Subsidiary and (B) to deliver to the Collateral Agent a certificate of such Subsidiary, substantially in the form of Exhibit C, with appropriate insertions and attachments, (iiiii) cause such new Subsidiary to enter into a guarantee in respect of the Borrower's obligations hereunder in form and substance satisfactory to the Collateral Agent and (iv) if requested by the Administrative Agent, provide the Senior Secured Parties with (x) either (1) (A) title insurance covering such real property in an amount at least equal to the purchase price of such real property (or such other amount as shall be reasonably specified by the Administrative Agent) in form and substance reasonably satisfactory to the Administrative Agent; and (B) a current ALTA survey thereof, complying with the requirements set forth in Schedule 5.10(b) together with a surveyor’s certificate (only with respect to (i) any power plant, (ii) any improved real property, and (iii) any other real property for which an ALTA survey was obtained when such property was acquired. Notwithstanding the foregoing, such Loan Party shall obtain or cause to be obtained an ALTA survey complying with the requirements set forth in Schedule 5.10(b) together with a surveyor’s certificate for any real property that becomes Collateral pursuant to this section to the extent that the title company will not remove the survey exception (or endorse over such exception) without an ALTA survey) or (2) where an amendment to an existing Mortgage has been delivered pursuant to clause (i) instead of a Mortgage, an endorsement to the existing title policy adding such property as an insured parcel, or a new title policy if the requirements in the state in which the real property is located do not allow for such an endorsement, and (y) any consents or estoppels reasonably deemed necessary or advisable by the Administrative Agent or the Collateral Agent in connection with such Mortgage or Mortgage amendment (to the extent obtainable using commercially reasonable efforts), each of the foregoing in form and substance reasonably satisfactory to the Collateral Agent, (iii) if requested by the Administrative Agent, 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, (iv) if requested by the Administrative Agent or the Collateral Agent, deliver to the Administrative Agent and the Collateral Agent a current appraisal of such real property or other valuation of such Loan Party’s interest therein in a form and by an appraiser reasonably acceptable to the Administrative Agent, (v) deliver to the Administrative Agent and the Collateral Agent a SFHDF with respect to such real property and, to the extent that the SFHDF indicates that such real property is in a Special Flood Hazard Area as designated by the Federal Emergency Management Agency, proof that adequate flood insurance, as required under the National Flood Insurance Program, has been obtained with respect to such real property and (vi) deliver evidence of zoning compliance satisfactory to the Collateral Agent or Administrative Agent. (c) With respect to (i) any new Subsidiary (other than an Excluded Subsidiary) created or acquired by the Borrower or any of the Restricted Subsidiaries or (ii) any domestic Immaterial Subsidiary or domestic Unrestricted Subsidiary that is designated as a Restricted Subsidiary in accordance with Section 6.11, in each case, after the Funds Availability Date, within twenty (20) days of such creation, acquisition or designation the Borrower or the applicable Restricted Subsidiary shall (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent and the Collateral Agent deem necessary or reasonably advisable to grant to the Collateral Agent, for the benefit of the Senior Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by any Loan Party (subject only to the Liens permitted by clause (e) of Section 6.02), (ii) deliver to the Collateral Agent any certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Restricted Subsidiary, (iii) cause such Subsidiary that is a wholly-owned Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, and (B) to take such actions necessary or advisable to grant to the Collateral Agent for the benefit of the Senior Secured Parties a perfected first priority security interest (subject, in the case of property not constituting Pledged Securities, to Permitted Liens, and in the case of Pledged Securities, to Liens permitted by Section 6.02(e)) in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by Applicable Law or as may be reasonably requested by the Administrative Agent and (iv) if requested by the Administrative Agent, 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. (d) With respect to (i) any Foreign Subsidiary created or acquired after the Funds Availability Date and directly owned by any Loan Party or (ii) any foreign Immaterial Subsidiary or foreign Unrestricted Subsidiary that is designated as a Restricted Subsidiary in accordance with Section 6.11 and directly owned by any Loan Party, in each case, after the Funds Availability Date , promptly (and, in any event, within 30 days of the creation or acquisition thereof) (A) execute and deliver to the Administrative Agent and the Collateral Agent (x) such amendments to the Guarantee and Collateral Agreement as the Collateral Agent deems necessary or reasonably advisable and/or (y) a Foreign Pledge Agreement, in each case to grant to the Collateral Agent, for the benefit of the Senior Secured Parties, a perfected first priority security interest in the Capital Stock of such Foreign Subsidiary that is owned by any such Loan Party (subject only to the Liens permitted by clause (e) of Section 6.02 and provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such Foreign Subsidiary be required to be so pledged), (B) if commercially reasonable, deliver to the Collateral Agent the certificates representing such Capital Stock, together with undated stock power, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Collateral Agent’s security interest therein, and (C) if requested by the Administrative Agent, 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.

Additional Collateral, etc. (a) With Except during a Collateral Release Period, with respect to any Collateral acquired after the Closing Date or with respect to any property acquired or asset which becomes Collateral pursuant to the definition thereof after the Funds Availability Date by any Loan Party (other than Excluded Assets, Excluded Perfection Assets and any property described in paragraph (b)Closing Date, (cA) with respect to any Deposit Account, Securities Account or Commodities Account, within the time period set forth in (dand in all cases subject to) belowthe second paragraph of Section 5.10 applicable to such Deposit Account, Securities Account or Commodities Account and (B) as with respect to any other Collateral or any other property or asset which the Collateral Agentbecomes Collateral, for the benefit of the Senior Secured Parties, does not have a perfected Lien, promptly (and, in any event within 20 Business Days 60 days following the date of such acquisition) acquisition or designation, or in each case, such longer period as consented to by the Administrative Agent in its sole discretion, (i) execute and deliver to the Administrative Agent, the Collateral Agent and the Collateral Agent 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 advisable to grant to the Collateral AgentTrustee, for the benefit of the Senior Secured Parties, a security interest in such property Collateral and (ii) take all actions necessary or reasonably advisable requested by the Administrative Agent to grant to the Collateral AgentTrustee, for the benefit of the Senior Secured Parties, a perfected (subject to the limitations set forth in Section 3.19) first priority security interest in such property Collateral (subjectother than any Excluded Perfection Assets and, except with respect to Pledged Securities in the case possession of property not constituting Pledged Securitiesthe Collateral Trustee, subject to Permitted Liens, and in the case respect of Pledged SecuritiesSecurities in the possession of the Collateral Trustee, the Permitted Liens set forth in clauses (g) and (o) of the definition thereof and with respect to Liens permitted by Section 6.02(e)any other Priority Lien Obligations), 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). Notwithstanding anything set forth herein or in 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 subject to the applicable provisions of the Guarantee and Collateral Agreement). (b) With Except during a Collateral Release Period, with respect to any fee interest in any Collateral consisting of real property or any lease of Collateral consisting of real property acquired or leased after the Funds Availability Closing Date by the Borrowers or any other Loan Party or which becomes Collateral pursuant to the definition thereof (other than any Excluded Assets and Excluded Perfection Assets) ), subject to the last sentence of this ‎Section 5.09(b), within ninety (90) 90 days after following the date of such acquisition or leasing thereof such longer period as consented to by the Administrative Agent in its sole discretion, (i) execute and deliver a first priority Mortgage (subject only to Liens permitted by clauses (a), (f) and (g) of Section 6.02) or where appropriate under the circumstances, an amendment to an existing Mortgage, in each case in favor of the Collateral AgentTrustee, for the benefit of the Senior Secured Parties, covering such real propertyproperty and complying with the provisions herein and in the Security Documents, (ii) if requested by the Administrative Agent, provide the Senior Secured Parties with (x) either (1) (A) title and extended coverage insurance (or, if approved by the Administrative Agent in its sole discretion, a UCC title insurance policy) 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) in form and substance , the Collateral Agent or the Collateral Trustee, which may be the value of the generation assets, if applicable, situated thereon), together with such endorsements as are reasonably satisfactory to required by the Administrative Agent; , the Collateral Agent or the Collateral Trustee and (B) are obtainable in the State in which such Mortgaged Property is located, as well as a current ALTA survey thereof, thereof complying with the requirements set forth in Schedule 5.10(b5.09(b) and all of the other provisions herein and in the Security Documents, together with a surveyor’s certificate (only with respect to (i) any power plant, (ii) any improved real property, and (iii) any other real property for which an ALTA survey was obtained when such property was acquired. Notwithstanding the foregoing, such Loan Party shall obtain or cause to be obtained an ALTA survey complying with the requirements set forth in Schedule 5.10(b) together with a surveyor’s certificate for any real property that becomes Collateral pursuant to this section to the extent that the title company will not remove the survey exception (or endorse over such exception) without an ALTA survey) or (2) where an amendment to an existing Mortgage has been delivered pursuant to clause (i) instead of a Mortgage, an endorsement to the existing title policy adding such property as an insured parcel, or a new title policy if the requirements in the state in which the real property is located do not allow for such an endorsement, and (yB) any consents or estoppels reasonably deemed necessary or advisable by the Administrative Agent, the Collateral Agent or the Collateral Agent Trustee in connection with such Mortgage or Mortgage amendment (to the extent obtainable using commercially reasonable efforts)Mortgage, each of the foregoing in form and substance reasonably satisfactory to the Administrative Agent, the Collateral AgentAgent and the Collateral Trustee, (iii) if any such Collateral (other than any Excluded Perfection Assets) consisting of fee-owned real property is required to be insured pursuant to the Flood Disaster Protection Act of 1973 or the National Flood Insurance Act of 1968, and the regulations promulgated thereunder, because it is located in an area which has been identified by the Secretary of Housing and Urban Development as a “special flood hazard area,” deliver to the Administrative Agent (A) a policy of flood insurance that (1) covers such Collateral and (2) is written in an amount reasonably satisfactory to the Administrative Agent, (B) a “life of loan” standard flood hazard determination with respect to such Collateral and (C) a confirmation that the Borrowers or such other Loan Party has received the notice requested pursuant to Section 208(e)(3) of Regulation H of the Board, (iv) if reasonably requested by the Administrative Agent, deliver to the Administrative Agent, the Collateral Agent and the Collateral Agent Trustee legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent, the Collateral Agent and the Collateral Agent, (iv) if requested by the Administrative Agent or the Collateral Agent, deliver to the Administrative Agent Trustee and the Collateral Agent a current appraisal of such real property or other valuation of such Loan Party’s interest therein in a form and by an appraiser reasonably acceptable to the Administrative Agent, (v) deliver to the Administrative Agent and a notice identifying the consultant’s reports, environmental site assessments or other documents relied upon by the Borrowers or any other Loan Party to determine that any such real property included in such Collateral does not contain Hazardous Materials of a form or type or in a quantity or location that could, or to determine that the operations on any such real property included in such Collateral is in compliance with Environmental Law except to the extent any non-compliance could not, reasonably be expected to result in a material Environmental Liability. Notwithstanding the foregoing, the Administrative Agent shall not enter into any Mortgage in respect of any real property acquired by any Loan Party after the Fifth Amendment Effective Date unless the Administrative Agent has provided each Revolving Lender, by way of posting such materials on the Approved Electronic Platform, at least ten (10) Business Days prior to entering into such Mortgage, (x) a SFHDF completed a “life of loan” standard flood hazard determination with respect to such real property and, from a third-party vendor if such Mortgaged Property relates to the extent that the SFHDF indicates that such real a property is not located in a Special Flood Hazard Area as designated by the Federal Emergency Management Agency, proof that adequate “special flood insurance, as required under the National Flood Insurance Program, has been obtained hazard area” or (y) a completed a “life of loan” standard flood hazard determination with respect to such real property from a third-party vendor as well as the documentation listed in clause (iii) hereof if such Mortgaged Property relates to a property located in a “special flood hazard area” and the 90-day period (vior such longer period as consented to by the Administrative Agent in its sole discretion) deliver evidence set forth in the first sentence of zoning compliance satisfactory this Section 5.09(b) shall be automatically extended, as necessary, to accommodate the Collateral Agent or Administrative Agentnotice period set forth in this sentence. (c) With Except during a Collateral Release Period (other than for purposes of providing Guarantees of the Guaranteed Obligations hereunder), with respect to (i) any new Subsidiary (other than an Unrestricted Subsidiary or an Excluded Subsidiary) created or acquired after the Closing Date (which, for the purposes of this Section 5.09(c), shall include any existing Subsidiary that ceases to be an Unrestricted Subsidiary, an Excluded Foreign Subsidiary or an Excluded Project Subsidiary) by the Parent Borrower or any of the Restricted Subsidiaries or (ii) any domestic Immaterial Subsidiary or domestic Unrestricted Subsidiary that is designated as a Restricted Subsidiary in accordance with Section 6.11, in each case, after the Funds Availability DateSubsidiaries, within twenty (20) 60 days following such creation or the date of such creation, acquisition or designation such longer period as consented to by the Borrower or the applicable Restricted Subsidiary shall Administrative Agent in its sole discretion, (i) execute and deliver to the Administrative Agent, the Collateral Agent and the Collateral Agent Trustee such amendments to the Guarantee and Collateral Agreement as the Administrative Agent and Agent, the Collateral Agent deem or the Collateral Trustee deems necessary or reasonably advisable to grant to the Collateral AgentTrustee, for the benefit of the Senior Secured Parties, a valid, perfected first priority security interest in the Capital Stock of Equity Interests in such new Subsidiary that is are owned by the Parent Borrower or any Loan Party (subject only to of the Liens permitted by clause (e) of Section 6.02)Subsidiaries, (ii) deliver to the Collateral Agent any certificates Trustee the certificates, if any, representing such Capital StockEquity Interests, together with undated instruments of transfer or stock powers, in blank, executed and delivered by a duly authorized officer of the Parent Borrower or such Restricted Subsidiary, as the case may be, (iii) cause such new Subsidiary that is a wholly-owned not an Excluded Subsidiary or an Unrestricted Subsidiary (A) to become a party to the Guarantee and Collateral AgreementAgreement to, among other things, provide Guarantees of the Guaranteed Obligations hereunder, the Collateral Trust Agreement and the Intellectual Property Security Agreements and (B) to take such actions necessary or advisable reasonably requested by the Administrative Agent to grant to the Collateral Agent Trustee, for the benefit of the Senior Secured Parties Parties, a perfected (subject to the limitations set forth in Section 3.19) first priority security interest (subject, in the case of property not constituting except with respect to Pledged Securities, subject to Permitted Liens, and in the case respect of Pledged Securities, to the Permitted Liens permitted by Section 6.02(e)in clauses (g) and (o) of the definition thereof) in the Collateral described in the Guarantee and Collateral Agreement and the Intellectual Property Security Agreement with respect to such new Subsidiary that is not an Excluded Subsidiary, including the recording of instruments in the United States Patent and Trademark Office and the United States Copyright Office (but not in any intellectual property offices in any jurisdiction outside the United States), the execution and delivery by all necessary Persons of Control Agreements (other than (x) with respect to any Counterparty Accounts and (y) on and after the Sixth Amendment Effective Date) and the filing of Uniform Commercial Code UCC financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by Applicable Law law or as may be reasonably requested by the Administrative Agent, the Collateral Agent or the Collateral Trustee and (iv) if requested by deliver to the Administrative Agent, deliver to the Administrative Collateral Agent and the Collateral Agent Trustee, if reasonably requested, legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent, the Collateral Agent and the Collateral AgentTrustee. (d) With Except during a Collateral Release Period, with respect to (i) any new Excluded Foreign Subsidiary (other than an Unrestricted Subsidiary or an Excluded Subsidiary pursuant to clause (b) or (c) of the definition thereof) created or acquired after the Funds Availability Closing Date and directly owned by the Parent Borrower or any Loan Party or (ii) any foreign Immaterial Subsidiary or foreign Unrestricted Subsidiary that is designated as a Restricted Subsidiary in accordance with Section 6.11 and directly owned by any Loan Party, in each case, after the Funds Availability Date , promptly (and, in any eventof its Subsidiaries, within 30 60 days of the following such creation or the date of such acquisition thereof) or such longer period as consented to by the Administrative Agent in its sole discretion, (Ai) execute and deliver to the Administrative Agent, the Collateral Agent and the Collateral Agent (x) Trustee such amendments to the Guarantee and Collateral Agreement as the Administrative Agent, the Collateral Agent or the Collateral Trustee deems necessary or reasonably advisable and/or (y) a Foreign Pledge Agreement, in each case order to grant to the Collateral AgentTrustee, for the benefit of the Senior Secured Parties, a perfected first priority security interest in the Capital Stock of Equity Interests in such new Excluded Foreign Subsidiary that is directly owned by the Parent Borrower or any such Loan Party of its Domestic Subsidiaries (subject only to the Liens permitted by clause (e) of Section 6.02 and provided that in no event shall more than 6566% of the total outstanding voting Capital Stock of first-tier Equity Interests in any such new Excluded Foreign Subsidiary be required to be so pledged), (Bii) if commercially reasonable, deliver to the Collateral Agent Trustee the certificates representing such Capital StockEquity Interests, together with undated instruments of transfer or stock powerpowers, in blank, executed and delivered by a duly authorized officer of the relevant Loan PartyParent Borrower or such Domestic Subsidiary, as the case may be, and take such other action as may be necessary or, in the reasonable opinion of the Administrative Agent, the Collateral Agent or the Collateral Trustee, desirable to perfect the Collateral Agent’s security interest therein, of the Collateral Trustee thereon and (Ciii) if requested by deliver to the Administrative Agent, deliver to the Administrative Collateral Agent and the Collateral Agent Trustee, if reasonably requested, legal opinions (which may be delivered by in-house counsel if admitted in the relevant jurisdiction) relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent, the Collateral Agent and the Collateral AgentTrustee.

Additional Collateral, etc. (a) With respect to any property Collateral acquired after the Funds Availability Closing Date by any Loan Party (other than Excluded Assets, Excluded Perfection Assets and any property Collateral described in paragraph paragraphs (b), (c), (d) (e) or (df) belowof this Section) as to which the Collateral Agent, for the benefit of the Senior Secured Parties, does not have a first priority perfected Liensecurity interest, promptly (and, in any event event, within 20 15 Business Days following the date of such acquisition) (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement or such other documents Security Documents as the Collateral Agent deems necessary or reasonably advisable to grant to the Collateral Agent, for the benefit of the Senior Secured Parties, a security interest in such property Collateral and (ii) subject to the terms of the Security Documents, take all actions necessary or reasonably advisable to grant to to, or continue on behalf of, the Collateral Agent, for the benefit of the Senior Secured Parties, a perfected first priority security interest in such property Collateral (subjectsubject to, in the case of property not constituting all Collateral other than Pledged Securities, to Permitted Liens, and in the case of Pledged Securities, to Liens permitted by Section 6.02(e)), 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. (b) With respect to any fee interest in any real property Collateral consisting of Material Real Property acquired after the Closing Date by the Borrower or any lease consisting other Loan Party, promptly (and, in any event, within 30 days following the date of real property acquired or leased after the Funds Availability Date by any Loan Party (other than any Excluded Assets and Excluded Perfection Assetssuch acquisition) within ninety (90) days after the acquisition or leasing thereof (i) execute and deliver a first priority Mortgage (subject only to Liens permitted by clauses (a), (f) and (g) of Section 6.02) or where appropriate under the circumstances, an amendment to an existing Mortgageto, in each the case of all Collateral other than Pledged Securities, Permitted Liens) Mortgage in favor of the Collateral Agent, for the benefit of the Senior Secured Parties, covering such real propertyproperty and complying with the provisions herein and in the Security Documents, (ii) if requested by the Administrative Agent, provide the Senior Secured Parties with (x) either (1) (A) title and extended coverage insurance covering such real property in an amount at least equal to the purchase price of such real property Material Real Property (or such other amount as shall be reasonably specified by the Administrative Agent) in form and substance reasonably satisfactory to the Administrative Agent; and (B) a current ALTA survey thereof, complying with the requirements set forth in Schedule 5.10(b) together with a surveyor’s certificate (only with respect to (i) any power plant, (ii) any improved real property, and (iii) any other real property for which an ALTA survey was obtained when such property was acquired. Notwithstanding the foregoing, such Loan Party shall obtain or cause to be obtained an ALTA survey complying with the requirements set forth in Schedule 5.10(b) together with a surveyor’s certificate for any real property that becomes Collateral pursuant to this section to the extent that the title company will not remove the survey exception (or endorse over such exception) without an ALTA survey) or (2) where an amendment to an existing Mortgage has been delivered pursuant to clause (i) instead of a Mortgage, an endorsement to the existing title policy adding such property as an insured parcel, or a new title policy if the requirements in the state in which the real property is located do not allow for such an endorsement, and (y) any consents or estoppels reasonably deemed necessary or advisable by the Administrative Agent or the Collateral Agent in connection with such Mortgage or Mortgage amendment (to the extent obtainable using commercially reasonable effortsshall reasonably specify), each of the foregoing available Surveys, and if applicable, flood insurance, all in form and substance reasonably satisfactory to the Collateral Agent, (iii) if reasonably requested by the Administrative Agent, 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 and (iv) promptly following the Administrative Agent’s request, provide a copy of, the consultant’s reports, environmental site assessments or other documents, if requested any, relied upon by the Administrative Agent Borrower or the Collateral Agent, deliver any other Loan Party to the Administrative Agent and the Collateral Agent a current appraisal of determine that any such real property included in such Collateral does not contain Hazardous Materials of a form or other valuation of such Loan Party’s interest therein type or in a form and by an appraiser quantity or location that could reasonably acceptable be expected to the Administrative Agent, (v) deliver to the Administrative Agent and the Collateral Agent a SFHDF with respect to such real property and, to the extent that the SFHDF indicates that such real property is result in a Special Flood Hazard Area as designated by the Federal Emergency Management Agency, proof that adequate flood insurance, as required under the National Flood Insurance Program, has been obtained with respect to such real property and (vi) deliver evidence of zoning compliance satisfactory to the Collateral Agent or Administrative Agentmaterial Environmental Liability. (c) With respect to (i) any new Subsidiary (other than an Excluded Foreign Subsidiary, the Real Estate Subsidiary, any Regulated Insurance Subsidiary, any Qualified Insurance Holding Company, or any TruPS Business Trust or any other Excluded Subsidiary) created or acquired after the Closing Date (which, for the purposes of this paragraph, shall include any existing Subsidiary that ceases to be an Excluded Foreign Subsidiary, the Real Estate Subsidiary or a Regulated Insurance Subsidiary or ceases to meet the requirement of being a Qualified Insurance Holding Company or a TruPS Business Trust at any time after the Closing Date) by the Borrower or any of the Restricted Subsidiaries or Subsidiaries, promptly (ii) any domestic Immaterial Subsidiary or domestic Unrestricted Subsidiary that is designated as a Restricted Subsidiary in accordance with Section 6.11and, in each case, after the Funds Availability Dateany event, within twenty (20) days 15 Business Days following such creation or the date of such creation, acquisition or designation the Borrower or the applicable Restricted Subsidiary shall acquisition) (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent and or the Collateral Agent deem deems necessary or reasonably advisable to grant to the Collateral Agent, for the benefit of the Senior Secured Parties, a valid, perfected first priority security interest in the Capital Stock of Equity Interests in such new Subsidiary that is are owned by the Borrower or any of the Loan Party (subject only to the Liens permitted by clause (e) of Section 6.02)Parties, (ii) deliver to the Collateral Agent any certificates the certificates, if any, representing such Capital StockEquity Interests, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Restricted SubsidiaryLoan Party, as the case may be, (iii) cause such Subsidiary that is a wholly-owned new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, Agreement (and provide Guarantees of the Obligations) and the Intellectual Property Security Agreements and (B) to take such actions necessary or advisable to grant to the Collateral Agent Agent, for the benefit of the Senior Secured Parties Parties, a perfected first priority security interest (subject, in the case of property not constituting all Collateral other than Pledged Securities, to Permitted Liens, and in the case of Pledged Securities, to Liens permitted by Section 6.02(e)) in the Collateral described in the Guarantee and Collateral Agreement and the Intellectual Property Security Agreement with respect to such new Subsidiary, including the recording of instruments in the United States Patent and Trademark Office and the United States Copyright Office and the filing of Uniform Commercial Code UCC financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement, the Intellectual Property Security Agreement or by Applicable Law law or as may be reasonably requested by the Administrative Agent or the Collateral Agent and (iv) if requested by the Administrative Agent, 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. (d) With respect to (i) any Excluded Foreign Subsidiary created or acquired after the Funds Availability Closing Date and directly owned by the Borrower or any Loan Party or (ii) any foreign Immaterial Subsidiary or foreign Unrestricted Subsidiary that is designated as a Restricted Subsidiary in accordance with Section 6.11 and directly owned by any Loan Party, in each case, after the Funds Availability Date of its Domestic Subsidiaries, promptly (and, in any event, within 30 days of the 15 Business Days following such creation or acquisition thereofthe date of such acquisition) (Ai) execute and deliver to the Administrative Agent and the Collateral Agent (x) such amendments to the Guarantee and Collateral Agreement as the Administrative Agent or the Collateral Agent deems necessary or reasonably advisable and/or (y) a Foreign Pledge Agreement, in each case order to grant to the Collateral Agent, for the benefit of the Senior Secured Parties, a perfected first priority security interest in the Capital Stock of Equity Interests in such new Excluded Foreign Subsidiary that is owned by the Borrower or any such Loan Party of its Domestic Subsidiaries (subject only to the Liens permitted by clause (e) of Section 6.02 and provided that in no event shall more than 65% of the total outstanding voting Capital Stock of Equity Interests in any such new Excluded Foreign Subsidiary be required to be so pledged), (Bii) if commercially reasonablecertificated, deliver to the Collateral Agent the certificates representing such Capital StockEquity Interests, together with undated stock powerpowers, in blank, executed and delivered by a duly authorized officer of the relevant a Loan Party, as the case may be, and take such other action as may be necessary or, in the opinion of the Administrative Agent or the Collateral Agent, desirable to perfect the security interest of the Collateral Agent thereon and (iii) if reasonably requested by the Administrative Agent, 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’s . (e) With respect to any Regulated Insurance Subsidiary, or TruPS Business Trust created or acquired after the Closing Date by the Borrower or any of its Domestic Subsidiaries, promptly (and, in any event, within 15 Business Days following such creation or the date of such acquisition) (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent or the Collateral Agent deems necessary or advisable in order to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest thereinin the Equity Interests in such new Regulated Insurance Subsidiary, or TruPS Business Trust that is owned by a Loan Party; provided that such security interest shall remain limited by and subject to any and all Requirements of Law as further set forth in the Guarantee and Collateral Agreement, (ii) if certificated, deliver to the Collateral Agent the certificates representing such Equity Interests, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Loan Party, as the case may be, and take such other action as may be necessary, or, in the opinion of the Administrative Agent or the Collateral Agent, desirable to perfect the security interest of the Collateral Agent thereon and (Ciii) if requested by the Administrative Agent, 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. (f) With respect to any Qualified Insurance Holding Company created or acquired after the Closing Date by the Borrower or any of the Subsidiaries, promptly (and, in any event, within 15 Business Days following such creation or the date of such acquisition) (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent or the Collateral Agent deems necessary or advisable in order to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Equity Interests in such new Qualified Insurance Holding Company that is owned by the Borrower or any of its Domestic Subsidiaries; provided that such security interest shall remain limited by and subject to any and all Requirements of Law as further set forth in the Guarantee and Collateral Agreement, (ii) if certificated, deliver to the Collateral Agent the certificates, if any, representing such Equity Interests, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Loan Party, as the case may be, (iii) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement (and provide Guarantees of the Obligations) and the Intellectual Property Security Agreements and (B) to take such actions necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest (subject, in the case of all Collateral other than Pledged Securities, to Permitted Liens) in the Collateral described in the Guarantee and Collateral Agreement and the Intellectual Property Security Agreement with respect to such new Subsidiary, including the recording of instruments in the United States Patent and Trademark Office and the United States Copyright Office and the filing of UCC financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement, the Intellectual Property Security Agreement or by law or as may be requested by the Administrative Agent or the Collateral Agent and (iv) if requested by the Administrative Agent, 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. The Administrative Agent in its reasonable discretion may grant extensions of time for the creation or perfection of security interests in, and Mortgages on, or obtaining of title insurance or taking other actions with respect to, particular assets (including extensions beyond the Closing Date) or any other compliance with the requirements of this Section 5.09 and

Additional Collateral, etc. (a) With respect to any property Property acquired after the Funds Availability Closing Date by the Borrower or any Loan Party of its Restricted Subsidiaries (other than Excluded Assets, Excluded Perfection Assets and (x) any property Property described in paragraph (b), ) or paragraph (c) or of this Section, (dy) belowany Property subject to a Lien expressly permitted by Section 7.03(g) and (z) Property acquired by an Excluded Foreign Subsidiary) as to which the Collateral Agent, for the benefit of the Senior Secured PartiesLenders, does not have a perfected Lien, promptly (and, in any event within 20 Business Days following the date of such acquisition) (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Collateral Agent reasonably deems necessary or reasonably advisable to grant to the Collateral Agent, for the benefit of the Senior Secured PartiesLenders, a security interest in such property Property and (ii) take all actions necessary or reasonably advisable to grant to the Collateral Agent, for the benefit of the Senior Secured PartiesLenders, 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 Agreement or by law or as may be requested by the Collateral Agent. (b) With respect to any fee interest in any real property having a value (together with improvements thereof) of at least $500,000 acquired after the Closing Date by the Borrower or any of its Restricted Subsidiaries (other than any such real property owned by an Excluded Foreign Subsidiary or subject to a Lien expressly permitted by Section 7.03(g)), promptly (i) execute and deliver a first priority Mortgage in favor of the Collateral Agent, for the benefit of the Lenders, covering such real property, (ii) if requested by the Collateral Agent, provide the Lenders with (x) title and extended coverage insurance covering such real property in an amount at least equal to the purchase price of such real property (subjector such other amount as shall be reasonably specified by the Collateral Agent) as well as a current ALTA survey thereof, together with a surveyor’s certificate and (y) any consents or estoppels reasonably deemed necessary or advisable by the Collateral Agent in connection with such Mortgage, each of the foregoing in form and substance reasonably satisfactory to the Administrative Agent and (iii) if requested by the Collateral Agent, deliver to the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agent. (c) With respect to any new Restricted Subsidiary (other than an Excluded Foreign Subsidiary) created or acquired after the Closing Date (which, for the purposes of this paragraph, shall include any existing Subsidiary that ceases to be an Excluded Foreign Subsidiary and any Unrestricted Subsidiary that is redesignated as a Restricted Subsidiary pursuant to Section 6.11), by the Borrower or any of its Restricted Subsidiaries, promptly (i) execute and deliver to the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Collateral Agent reasonably deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new Restricted Subsidiary that is owned by the Borrower or any of its Restricted Subsidiaries, (ii) deliver to the Collateral Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Subsidiary, as the case may be, (iii) cause such new Restricted Subsidiary (A) to become a party to the Guarantee and Collateral Agreement and (B) to take such actions necessary or advisable to grant to the Collateral Agent for the benefit of property not constituting Pledged Securities, to Permitted Liens, and the Lenders a perfected first priority security interest in the case of Pledged Securities, Collateral described in the Guarantee and Collateral Agreement (subject to Liens permitted by Section 6.02(e))7.02) with respect to such new Restricted Subsidiary, 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 Agent. (b) With respect to any fee interest in any real property or any lease consisting of real property acquired or leased after the Funds Availability Date by any Loan Party (other than any Excluded Assets and Excluded Perfection Assets) within ninety (90) days after the acquisition or leasing thereof (i) execute and deliver a first priority Mortgage (subject only to Liens permitted by clauses (a), (f) and (g) of Section 6.02) or where appropriate under the circumstances, an amendment to an existing Mortgage, in each case in favor of the Collateral Agent, for the benefit of the Senior Secured Parties, covering such real property, (iiiv) if requested by the Administrative Agent, provide the Senior Secured Parties with (x) either (1) (A) title insurance covering such real property in an amount at least equal to the purchase price of such real property (or such other amount as shall be reasonably specified by the Administrative Agent) in form and substance reasonably satisfactory to the Administrative Agent; and (B) a current ALTA survey thereof, complying with the requirements set forth in Schedule 5.10(b) together with a surveyor’s certificate (only with respect to (i) any power plant, (ii) any improved real property, and (iii) any other real property for which an ALTA survey was obtained when such property was acquired. Notwithstanding the foregoing, such Loan Party shall obtain or cause to be obtained an ALTA survey complying with the requirements set forth in Schedule 5.10(b) together with a surveyor’s certificate for any real property that becomes Collateral pursuant to this section to the extent that the title company will not remove the survey exception (or endorse over such exception) without an ALTA survey) or (2) where an amendment to an existing Mortgage has been delivered pursuant to clause (i) instead of a Mortgage, an endorsement to the existing title policy adding such property as an insured parcel, or a new title policy if the requirements in the state in which the real property is located do not allow for such an endorsement, and (y) any consents or estoppels reasonably deemed necessary or advisable by the Administrative Agent or the Collateral Agent in connection with such Mortgage or Mortgage amendment (to the extent obtainable using commercially reasonable efforts), each of the foregoing in form and substance reasonably satisfactory to the Collateral Agent, (iii) if requested by the Administrative Agent, 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, (iv) if requested by the Administrative Agent or the Collateral Agent, deliver to the Administrative Agent and the Collateral Agent a current appraisal of such real property or other valuation of such Loan Party’s interest therein in a form and by an appraiser reasonably acceptable to the Administrative Agent, (v) deliver to the Administrative Agent and the Collateral Agent a SFHDF with respect to such real property and, to the extent that the SFHDF indicates that such real property is in a Special Flood Hazard Area as designated by the Federal Emergency Management Agency, proof that adequate flood insurance, as required under the National Flood Insurance Program, has been obtained with respect to such real property and (vi) deliver evidence of zoning compliance satisfactory to the Collateral Agent or Administrative Agent. (cd) With respect to (i) any new Excluded Foreign Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by the Borrower or any of the its Restricted Subsidiaries or (ii) other than any domestic Immaterial Subsidiary or domestic Unrestricted Subsidiary that is designated as a Restricted Subsidiary in accordance with Section 6.11Excluded Foreign Subsidiaries), in each case, after the Funds Availability Date, within twenty (20) days of such creation, acquisition or designation the Borrower or the applicable Restricted Subsidiary shall promptly (i) 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 Administrative Agent and the Collateral Agent deem reasonably deems necessary or reasonably advisable in order to grant to the Collateral Agent, for the benefit of the Senior Secured PartiesLenders, a perfected first priority security interest in the Capital Stock of such new Restricted Subsidiary that is owned by the Borrower or any Loan Party of its Subsidiaries (subject only other than any Excluded Foreign Subsidiaries), (provided that in no event shall more than 65% of the total outstanding Capital Stock of any such new Excluded Foreign Subsidiary be required to the Liens permitted by clause (e) of Section 6.02be so pledged), (ii) deliver to the Collateral Agent any the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Restricted Subsidiary, (iii) cause as the case may be, and take such Subsidiary that is a wholly-owned Subsidiary (A) other action as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable to become a party to perfect the Guarantee and Lien of the Collateral AgreementAgent thereon, and (B) to take such actions necessary or advisable to grant to the Collateral Agent for the benefit of the Senior Secured Parties a perfected first priority security interest (subject, in the case of property not constituting Pledged Securities, to Permitted Liens, and in the case of Pledged Securities, to Liens permitted by Section 6.02(e)) in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by Applicable Law or as may be reasonably requested by the Administrative Agent and (iviii) if requested by the Administrative Collateral Agent, 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. (de) With respect to (i) any Foreign Subsidiary created or acquired after Promptly upon the Funds Availability Date and directly owned by any Loan Party or (ii) any foreign Immaterial Subsidiary or foreign Unrestricted Subsidiary that is designated as a Restricted Subsidiary in accordance with Section 6.11 and directly owned by any Loan Party, in each case, after the Funds Availability Date , promptly (and, in any event, within 30 days request of the creation or acquisition thereof) (A) execute and deliver to the Administrative Agent and the Collateral Agent (x) such amendments to the Guarantee and Collateral Agreement as the Collateral Agent deems necessary or reasonably advisable and/or (y) a Foreign Pledge Agreement, in each case to grant to the Collateral Agent, for the benefit of the Senior Secured Parties, Borrower shall establish a perfected first priority security interest in the Capital Stock of such Foreign Subsidiary that is owned by any such Loan Party (cash management system subject only to the Liens permitted by clause (e) of Section 6.02 and provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such Foreign Subsidiary be required to be so pledged), (B) if commercially reasonable, deliver a depositary agreement satisfactory to the Collateral Agent the certificates representing such Capital Stockwhereby lock boxes, together with undated stock power, in blank, executed and delivered by a duly authorized officer of the relevant Loan Partylock box accounts, and take such other action as may be necessary or, in concentration accounts are established and maintained under the opinion sole dominion and control of the Administrative Agent, desirable to perfect the Collateral Agent’s security interest therein, into which all payments on and proceeds of (i) Private Accounts, and (Cii) if requested by the Administrative Agent, deliver to the Administrative Agent extent permitted and the Collateral Agent legal opinions relating to the matters described abovein a manner consistent with all applicable laws and regulations, which opinions Government Receivables, shall be in form and substance, deposited and from counsel, reasonably satisfactory to the Administrative Agent and the Collateral Agentwhich all collected funds will be transferred.

Additional Collateral, etc. (a) With respect to any property acquired after the Funds Availability Restatement Date by any Loan Party Group Member and not subject to the Senior Current Asset Security Agreement (other than Excluded Assets, Excluded Perfection Assets and (x) any property described in paragraph (b), ) or (c) or below and (dy) belowany property subject to a Lien expressly permitted by Section 6.3(g)) as to which the Collateral Inventory and Receivables Security Agent, for the benefit of the Senior Secured PartiesAgents and Lenders, does not have a perfected Lien, promptly (and, in any event within 20 Business Days following the date of such acquisition) (i) execute and deliver to the Administrative Agent Inventory and the Collateral Receivables Security Agent such amendments to the Guarantee and Collateral Agreement Documents or such other documents as the Collateral Inventory and Receivables Security Agent deems necessary or reasonably advisable to grant to the Collateral Agent, for the benefit of the Senior Secured PartiesAgents and Lenders, a third priority security interest in such property (ranking after the security interest granted in such property to the Collateral Agent for the benefit of the Term Loan Lenders and the holders of Series A Notes) and (ii) take all actions necessary or reasonably advisable to grant to the Collateral Agent, for the benefit of the Senior Secured PartiesAgents and Lenders, a perfected first third priority security interest in such property (subject, in the case of property not constituting Pledged Securities, to Permitted Liens, and in the case of Pledged Securities, to Liens permitted by Section 6.02(e))property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement Documents or by law or as may be reasonably requested by the Collateral Inventory and Receivables Security Agent. (b) With respect to any (i) of the leasehold interests in real property set forth on Disclosure Schedule 5.7(b) (the “Leasehold Mortgaged Properties”) hereto where the landlord under the applicable lease consents to the imposition of a mortgage Lien on such leasehold interests, or (ii) fee interest in any real property or any lease consisting having a value (together with improvements thereof) of real property at least $250,000 acquired or leased after the Funds Availability Restatement Date by any Loan Party Group Member (other than any Excluded Assets and Excluded Perfection Assets) within ninety (90) days after the acquisition or leasing thereof such real property subject to a Lien expressly permitted by Section 6.3(g)), promptly (i) execute and deliver a first third priority Mortgage (subject only ranking after any mortgage securing the obligations of any Group Member in respect of Term Loan Obligations and obligations owed by the Company with respect to Liens permitted by clauses (athe Series A Notes), (f) and (g) of Section 6.02) or where appropriate under the circumstances, an amendment to an existing Mortgage, in each case in favor of the Collateral Agent, for the benefit of the Senior Secured PartiesAgents and Lenders, covering such real property, (ii) if requested by the Administrative Inventory and Receivables Security Agent, provide the Senior Secured Parties with Collateral Agent for the benefit of the Agents and Lenders (x) either (1) (A) title and extended coverage insurance covering such real property in an amount at least equal to the purchase price of such real property (or such other amount as shall be reasonably specified by the Administrative Inventory and Receivables Security Agent) in form and substance reasonably satisfactory to the Administrative Agent; and (B) as well as a current ALTA survey thereof, complying with the requirements set forth in Schedule 5.10(b) together with a surveyor’s certificate (only with respect to (i) any power plant, (ii) any improved real property, and (iii) any other real property for which an ALTA survey was obtained when such property was acquired. Notwithstanding the foregoing, such Loan Party shall obtain or cause to be obtained an ALTA survey complying with the requirements set forth in Schedule 5.10(b) together with a surveyor’s certificate for any real property that becomes Collateral pursuant to this section to the extent that the title company will not remove the survey exception (or endorse over such exception) without an ALTA survey) or (2) where an amendment to an existing Mortgage has been delivered pursuant to clause (i) instead of a Mortgage, an endorsement to the existing title policy adding such property as an insured parcel, or a new title policy if the requirements in the state in which the real property is located do not allow for such an endorsement, and (y) any consents or estoppels reasonably deemed necessary or advisable by the Administrative Agent or the Collateral Inventory and Receivables Security Agent in connection with such Mortgage or Mortgage amendment (to the extent obtainable using commercially reasonable efforts)Mortgage, each of the foregoing in form and substance reasonably satisfactory to the Collateral Agent, Inventory and Receivables Security Agent and (iii) if requested by the Administrative Inventory and Receivables Security Agent, deliver to the Administrative Agent and the Collateral Agent for the benefit of the Agents and Lenders 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 Inventory and Receivables Security Agent. With respect to each of the Collateral AgentLeasehold Mortgaged Properties, (iv) if requested by the Administrative Agent or Borrower shall use commercially reasonable efforts to obtain the Collateral Agent, deliver consent of the applicable landlord to the Administrative Agent and Lien of a Mortgage within 30 days following the Collateral Agent a current appraisal of such real property or other valuation of such Loan Party’s interest therein in a form and by an appraiser reasonably acceptable to the Administrative Agent, (v) deliver to the Administrative Agent and the Collateral Agent a SFHDF with respect to such real property and, to the extent that the SFHDF indicates that such real property is in a Special Flood Hazard Area as designated by the Federal Emergency Management Agency, proof that adequate flood insurance, as required under the National Flood Insurance Program, has been obtained with respect to such real property and (vi) deliver evidence of zoning compliance satisfactory to the Collateral Agent or Administrative AgentRestatement Date. (c) With respect to (i) any new Subsidiary (other than an Excluded Subsidiary) created or acquired by the Borrower or any of the Restricted Subsidiaries or (ii) any domestic Immaterial Subsidiary or domestic Unrestricted Subsidiary that is designated as a Restricted Subsidiary in accordance with Section 6.11, in each case, after the Funds Availability DateRestatement Date by any Group Member or to the extent either Consumers Mining or Monessen Southwestern Railway ceases after the Restatement Date to be an Inactive Subsidiary, within twenty (20) days of such creation, acquisition or designation the Borrower or the applicable Restricted Subsidiary shall promptly (i) execute and deliver to the Administrative Agent and the Collateral Agent Agent, such amendments to the Guarantee and Collateral Agreement Documents as the Administrative Inventory and Receivables Security Agent and the Collateral Agent deem deems necessary or reasonably advisable to grant to the Collateral Agent, for the benefit of the Senior Secured PartiesAgents and Lenders, a perfected first third priority security interest in the Capital Stock of such new Subsidiary that is owned by any Group Member (ranking after any security interest in such Capital Stock securing the obligations of any Group Member in respect of Term Loan Party (subject only Obligations and obligations owed by the Company with respect to the Liens permitted by clause (e) of Section 6.02Series A Notes), (ii) deliver to the Collateral Agent any Agent, the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Restricted Subsidiaryrelevant Group Member, (iii) cause such Subsidiary that is a wholly-owned Subsidiary (A) to execute a Guarantee Agreement with respect to the Obligations and to become a party to such other Collateral Documents as the Guarantee Inventory and Collateral AgreementReceivables Security Agent deems appropriate, and (B) to take such actions necessary or advisable to grant to the Collateral Agent or the Inventory and Receivables Security Agent, for the benefit of the Senior Secured Parties Agents and Lenders a perfected first priority security interest (subject, in the case of property not constituting Pledged Securities, to Permitted Liens, and in the case of Pledged Securities, to Liens permitted by Section 6.02(e)) in the Collateral described in the Guarantee and Collateral Agreement Documents with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement Documents or by Applicable Law law or as may be reasonably requested by the Administrative Collateral Agent and (C) to deliver to the Inventory and Receivables Security Agent a certificate of such Subsidiary, substantially in the form of Exhibit E, with appropriate insertions and attachments, and (iv) if requested by the Administrative Inventory and Receivables Security Agent, deliver to the Administrative Agent and the Collateral Agent for the benefit of the Agents and Lenders 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 Inventory and the Collateral Receivables Security Agent. (d) With respect to any joint venture (iincluding, without limitation, the Coke Plant Joint Venture) any Foreign Subsidiary created or acquired entered into after the Funds Availability Restatement Date and directly owned by any Loan Party or (ii) any foreign Immaterial Subsidiary or foreign Unrestricted Subsidiary that is designated as a Restricted Subsidiary in accordance with Section 6.11 and directly owned by any Loan PartyGroup Member, in each case, after the Funds Availability Date , promptly (and, in any event, within 30 days of the creation or acquisition thereof) (A) execute and deliver to the Administrative Agent and the Collateral Agent (x) such amendments to the Guarantee and Collateral Agreement Documents as the Collateral Inventory and Receivables Security Agent deems necessary or reasonably advisable and/or (y) a Foreign Pledge Agreement, in each case to grant to the Collateral Agent, for the benefit of the Senior Secured PartiesAgents and Lenders, a perfected first third priority security interest in the Capital Stock of such Foreign Subsidiary joint venture that is owned by any Group Member (ranking after any security interest in such Capital Stock securing the obligations of any Group Member in respect of Term Loan Party (subject only Obligations and obligations owed by the Company with respect to the Liens permitted by clause (e) of Section 6.02 and provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such Foreign Subsidiary be required to be so pledgedSeries A Notes), (B) if commercially reasonableprovided, deliver to the Collateral Agent the certificates representing such Capital Stock, together with undated stock power, in blank, that any pledge agreement executed and delivered by a duly authorized officer of the relevant Loan Partyany Group Member in connection herewith, and take with respect to its Capital Stock in such other action as may be necessary orjoint venture, in the opinion of the Administrative Agent, desirable to perfect the Collateral Agent’s security interest therein, and (C) if requested by the Administrative Agent, 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 on terms substantially similar to the Administrative Agent and the Collateral Agentthose JV Pledge Agreements previously delivered hereunder.

Additional Collateral, etc. (a) With respect to any property personal Property acquired after the Funds Availability 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 Excluded Assets, Excluded Perfection Assets Document and any property Property provided as replacement Collateral under Section 7.5, (but specifically excluding (x) any Collateral described in paragraph paragraphs (b), (c) or (d) belowof this Section 6.10, (y) any Collateral subject to a Lien expressly permitted by Sections 7.3(f) and (g) (but only for so long as so subject) and (z) Collateral acquired by an Excluded Foreign Subsidiary) as to which the Collateral Administrative Agent, for the benefit of the Senior Secured Parties, does not have a perfected Liensecurity interest, promptly (and, in any event event, within 20 Business Days 30 days following the date of such acquisition) acquisition (or, in the case of replacement Collateral contemplated by Section 7.5, within the time period set forth therein)): (i) 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 Administrative Agent deems necessary or reasonably advisable to grant to the Collateral Administrative Agent, for the benefit of the Senior Secured Parties, a security interest in such property Collateral and (ii) take all actions necessary or reasonably advisable to grant to the Collateral Administrative Agent, for the benefit of the Senior Secured Parties, a perfected first priority security interest in such property (subjectCollateral, in the case of property not constituting Pledged Securitiesincluding, to Permitted Lienswithout limitation, and in the case of Pledged Securities, to Liens permitted by Section 6.02(e)), 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. (b) With respect to any fee interest in any real property Real Estate acquired by Holdings or any lease consisting of real property acquired or leased after the Funds Availability Date by any Loan Party its Restricted Subsidiaries having a value (together with improvements thereof) of at least $1,000,000 (other than with respect to any such Real Estate, (x) owned by an Excluded Assets and Excluded Perfection AssetsForeign Subsidiary, (y) owned by a new Subsidiary subject to the requirements of Section 6.10(c), or (z) subject to a Lien expressly permitted by Sections 7.3(f) or 7.3(g) (but only for so long as so subject)), promptly (and, in any event, within ninety (90) 45 days after following the date of such acquisition or leasing thereof such later date permitted by the Administrative Agent): (i) execute and deliver a first priority Mortgage (subject only to Liens permitted by clauses (a), (fPermitted Liens) and (g) of Section 6.02) or where appropriate under the circumstances, an amendment to an existing Mortgage, in each case in favor of the Collateral Administrative Agent, for the benefit of the Senior Secured Parties, covering such real property, (ii) if requested by the Administrative Agent, provide the Senior Secured Parties with (x) either (1) (A) title and extended coverage insurance covering such real property complying with the provisions of Schedule 6.10(b), in an amount at least equal to the purchase price of such real property (or such other amount as shall be reasonably specified by the Administrative Agent) in form and substance reasonably satisfactory to the Administrative Agent; and (B) as well as a current ALTA survey thereof, complying in substantially the form of such surveys delivered in connection with the requirements set forth in Schedule 5.10(b) Original Credit Agreement, together with a surveyor’s certificate (only with respect to (i) any power plant's certificate, (ii) any improved real property, and (iii) any other real property for which an ALTA survey was obtained when such property was acquired. Notwithstanding the foregoing, such Loan Party shall obtain or cause to be obtained an ALTA survey complying with the requirements set forth in Schedule 5.10(b) together with a surveyor’s certificate for any real property that becomes Collateral pursuant to this section to the extent that the title company will not remove the survey exception (or endorse over such exception) without an ALTA survey) or (2) where an amendment to an existing Mortgage has been delivered pursuant to clause (i) instead of a Mortgage, an endorsement to the existing title policy adding such property as an insured parcel, or a new title policy if the requirements in the state in which the real property is located do not allow for such an endorsement, and (y) any consents or estoppels reasonably deemed necessary or advisable by the Administrative Agent or the Collateral Agent in connection with such Mortgage or Mortgage amendment (to the extent obtainable using commercially reasonable efforts)Mortgage, each of the foregoing in form and substance reasonably satisfactory to the Collateral Administrative Agent and (z) Phase I environmental reports (and where appropriate based upon such Phase I environmental reports and at the request of the Administrative Agent, Phase II environmental reports) with respect to such real property, all in form and substance reasonably satisfactory to the Administrative Agent; and (iii) if requested by the Administrative Agent, deliver to the 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, (iv) if requested by the Administrative Agent or the Collateral Agent, deliver to the Administrative Agent and the Collateral Agent a current appraisal of such real property or other valuation of such Loan Party’s interest therein in a form and by an appraiser reasonably acceptable to the Administrative Agent, (v) deliver to the Administrative Agent and the Collateral Agent a SFHDF with respect to such real property and, to the extent that the SFHDF indicates that such real property is in a Special Flood Hazard Area as designated by the Federal Emergency Management Agency, proof that adequate flood insurance, as required under the National Flood Insurance Program, has been obtained with respect to such real property and (vi) deliver evidence of zoning compliance satisfactory to the Collateral Agent or Administrative Agent. (c) With respect to (i) any new Subsidiary (other than an Excluded Foreign Subsidiary, any Unrestricted Subsidiary created or acquired pursuant to an Investment made in accordance with Sections 7.8(k) or (l), any Foreign Subsidiary of RCM in existence on the Restatement Effective Date and Next Generation Network, Inc.) created or acquired by after the Borrower or Restatement Effective Date (which, for the purposes of this Section 6.10(c), shall include any of the Restricted Subsidiaries existing Subsidiary that (i) ceases to be an Excluded Foreign Subsidiary or (ii) any domestic Immaterial Subsidiary or domestic ceases to be an Unrestricted Subsidiary that is designated as and becomes a Restricted Subsidiary in accordance with Section 6.11Subsidiary), by either of the Borrowers or any of their respective Restricted Subsidiaries, promptly (and, in each case, after the Funds Availability Dateany event, within twenty (20) 30 days following such creation or the date of such creation, acquisition or designation the Borrower or the applicable Restricted Subsidiary shall acquisition): (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement Agreement, if any, as the Administrative Agent and the Collateral Agent deem deems necessary or reasonably advisable to grant to the Collateral Administrative Agent, for the benefit of the Senior Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by either of the Borrowers or any Loan Party (subject only to the Liens permitted by clause (e) of Section 6.02)their respective Restricted Subsidiaries, (ii) deliver to the Collateral Administrative Agent any the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the such Borrower or such Restricted Subsidiary, as the case may be, (iii) cause such Subsidiary that is a wholly-owned new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, Agreement as a Guarantor (but not a Grantor (except with respect to the Capital Stock of its Restricted Subsidiaries)) thereunder and (B) to take such actions necessary or advisable to grant to the Collateral Administrative Agent for the benefit of the Senior Secured Parties a perfected first priority security interest (subject, in the case of property not constituting Pledged Securities, subject to Permitted Liens) in any Real Estate owned in fee by such Subsidiary having a value (together with improvements thereof) of at least $1,000,000 (other than Real Estate subject to a Lien expressly permitted by Sections 7.3(f) or 7.3(g) (but only for so long as so subject)), promptly (and, in any event, within 45 days following the date of such acquisition or such later date as permitted by the Administrative Agent) (I) execute and deliver a first priority Mortgage (subject to Permitted Liens) in favor of the Administrative Agent, for the benefit of the Secured Parties, covering such real property, and in the case of Pledged Securities, to Liens permitted by Section 6.02(e)(II) in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by Applicable Law or as may be reasonably if requested by the Administrative Agent Agent, provide the Secured Parties with (x) title and extended coverage insurance covering such real property complying with the provisions of Schedule 6.10(b); and (iv) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described in clause (iii) above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. (d) With respect to any new Excluded Foreign Subsidiary created or acquired after the Restatement Effective Date by either of the Borrowers or any of their respective Restricted Subsidiaries (other than any Foreign Subsidiary of RCM in existence on the Restatement Effective Date), promptly (and, in any event, within 30 days following such creation or the date of such acquisition): (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable in order to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by either of the Borrowers or any of their respective Domestic Subsidiaries (provided that in no event shall more than 65% of the total outstanding Capital Stock of any such new Subsidiary be required to be so pledged), (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of such Borrower or such Domestic Subsidiary, as the case may be, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the security interest of the Administrative Agent thereon, and (iii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent and the Collateral Agent. (e) Notwithstanding anything to the contrary in this Section 6.10, paragraphs (a), (b), (c) and (d) With respect of this Section 6.10 shall not apply to (i) any Property, new Subsidiary or new Excluded Foreign Subsidiary created or acquired after the Funds Availability Date and directly owned by any Loan Party or (ii) any foreign Immaterial Subsidiary or foreign Unrestricted Subsidiary that is designated Restatement Effective Date, as a Restricted Subsidiary in accordance with Section 6.11 and directly owned by any Loan Partyapplicable, in each case, after the Funds Availability Date , promptly (and, in any event, within 30 days of the creation or acquisition thereof) (A) execute and deliver as to which the Administrative Agent and has determined in its sole discretion that the Collateral collateral value thereof is insufficient to justify the difficulty, time and/or expense of obtaining a perfected security interest therein. (f) The Administrative Agent (x) is hereby authorized by the Lenders to enter into such amendments to the Guarantee and Collateral Agreement as the Collateral Administrative Agent deems necessary or reasonably advisable and/or (y) a Foreign Pledge Agreement, in each case to grant to effectuate the Collateral Agent, for the benefit provisions of the Senior Secured Parties, a perfected first priority security interest in the Capital Stock of such Foreign Subsidiary that is owned by any such Loan Party (subject only to the Liens permitted by clause (e) of this Section 6.02 and provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such Foreign Subsidiary be required to be so pledged), (B) if commercially reasonable, deliver to the Collateral Agent the certificates representing such Capital Stock, together with undated stock power, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Collateral Agent’s security interest therein, and (C) if requested by the Administrative Agent, 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 Agent6.10.

Additional Collateral, etc. (a) With respect Subject to any property acquired after the Funds Availability Date by any Loan Party (other than Excluded Assets, Excluded Perfection Assets and any property described in paragraph (b), (c) or clause (d) below, upon the formation or the acquisition of any new direct or indirect Subsidiary (excluding any Excluded Domestic Subsidiary, Excluded Foreign Subsidiary, any Subsidiary that is held directly or indirectly by an Excluded Foreign Subsidiary, or, subject to the provisions of Section 6.8(e) below, any Broker-Dealer Subsidiary), or upon the occurrence of any Excluded Domestic Subsidiary acquired as an Investment under Section 7.7(k) becoming or required to which be included in the Collateral Agent, definition of “Material Subsidiary” in order for the benefit of Borrower to comply with such definition, the Senior Secured PartiesBorrower shall, does not have a perfected Lien, promptly (and, in any event within 20 Business Days following at the date of such acquisition) Borrower’s expense: (i) on or before the date on which the Compliance Certificate in the immediately succeeding fiscal quarter is due (the “Compliance Certificate Delivery Date”) (but within 15 days after such formation or acquisition if an Event of Default exists), cause such Subsidiary to duly execute and deliver to the Administrative Agent and the Collateral Agent such amendments (with a copy to the Guarantee and Collateral Agreement or such other documents as the Collateral Agent deems necessary or reasonably advisable counsel to grant to the Collateral Agent, for the benefit of the Senior Secured Parties, a security interest in such property and (ii) take all actions necessary or reasonably advisable to grant to the Collateral Agent, for the benefit of the Senior Secured Parties, a perfected first priority security interest in such property (subject, in the case of property not constituting Pledged Securities, to Permitted Liens, and in the case of Pledged Securities, to Liens permitted by Section 6.02(e)), 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. (b) With respect to any fee interest in any real property or any lease consisting of real property acquired or leased after the Funds Availability Date by any Loan Party (other than any Excluded Assets and Excluded Perfection Assets) within ninety (90) days after the acquisition or leasing thereof (i) execute and deliver a first priority Mortgage (subject only to Liens permitted by clauses (a), (f) and (g) of Section 6.02) or where appropriate under the circumstances, an amendment to an existing Mortgage, in each case in favor of the Collateral Agent, for the benefit of the Senior Secured Parties, covering such real property, (ii) if requested by the Administrative Agent, provide the Senior Secured Parties with (x) either (1) (A) title insurance covering such real property in an amount at least equal to the purchase price of such real property (or such other amount as shall be reasonably specified by the Administrative Agent) a supplement to the Guarantee Agreement or, with respect to any Broker-Dealer Subsidiary, a Limited Guarantee Agreement or supplement thereto, as applicable, in form and substance reasonably satisfactory to the Administrative Agent; and (B) a current ALTA survey thereof, complying with guaranteeing the requirements set forth in Schedule 5.10(b) together with a surveyor’s certificate (only with respect to (i) any power plant, other Loan Parties’ obligations under the Loan Documents, (ii) any improved on or before the Compliance Certificate Delivery Date (but within 15 days after such formation or acquisition if an Event of Default exists), furnish to the Administrative Agent a description of the real propertyand personal properties of such Subsidiary, and in detail reasonably satisfactory to the Administrative Agent, (iii) any other real property for which on or before the Compliance Certificate Delivery Date (but within 15 days after such formation or acquisition if an ALTA survey was obtained when Event of Default exists), cause such property was acquired. Notwithstanding Subsidiary to duly execute and deliver to the foregoing, such Loan Party shall obtain or cause to be obtained an ALTA survey complying with the requirements set forth in Schedule 5.10(b) together Administrative Agent (with a surveyor’s certificate for any real property that becomes Collateral pursuant copy to this section counsel to the Administrative Agent) deeds of trust, trust deeds, deeds to secure debt, mortgages, supplements to the Pledge and Security Agreement and, to the extent that the title company will not remove the survey exception (or endorse over such exception) without an ALTA survey) or (2) where an amendment to an existing Mortgage has been delivered pursuant to clause (i) instead of a Mortgage, an endorsement to the existing title policy adding such property as an insured parcel, or a new title policy if the requirements in the state in which the real property is located do not allow for such an endorsement, and (y) any consents or estoppels reasonably deemed necessary or advisable by in the Administrative Agent or the Collateral Agent in connection with such Mortgage or Mortgage amendment (to the extent obtainable using commercially Agent’s reasonable efforts)opinion, each of the foregoing other Security Documents, as reasonably requested by and in form and substance reasonably satisfactory to the Collateral Administrative Agent, securing payment of all the obligations of the other Loan Parties and of such Subsidiary or such parent, as the case may be, under the Loan Documents and constituting Liens on all such real and personal properties; provided however that (iii1) the execution, delivery and recordation of deeds of trust, mortgages and similar documents granting a lien on real property interests and (2) the execution and delivery of landlord waivers and access agreements shall, in each case, be required only after the occurrence and during the continuance of an Event of Default; (iv) on or before the Compliance Certificate Delivery Date (but within 15 days after such formation or acquisition if an Event of Default exists), cause such Subsidiary (A) to deliver to the Administrative Agent its organizational documents and, if requested by the Administrative Agent, an officer’s certificate in form and substance reasonably satisfactory to the Administrative Agent, and (B) (if it has not already done so) to take whatever action (including, the filing of Uniform Commercial Code financing statements, the giving of notices, the endorsement of notices on title documents, the delivery of all certificates evidencing Pledged Stock (excluding Capital Stock which is Excluded Property) and Pledged Notes (as defined in the Pledge and Security Agreement), and after the occurrence and during of an Event of Default, the recording of mortgages) may be necessary or advisable in the reasonable opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and subsisting Liens on the properties purported to be subject to the deeds of trust, trust deeds, deeds to secure debt, mortgages, supplements to Pledge and Security Agreement and Security Documents delivered pursuant to this Section 6.8, enforceable against all third parties in accordance with their terms, (v) within 60 days after the reasonable request of the Administrative Agent, deliver to the Administrative Agent and the Collateral Agent legal opinions relating to the matters described abovea signed copy of a favorable opinion, which opinions shall be in form and substance, and from counsel, reasonably satisfactory addressed to the Administrative Agent and the Collateral AgentLenders, (iv) if requested by of counsel for the Administrative Agent or the Collateral Agent, deliver to the Administrative Agent and the Collateral Agent a current appraisal of such real property or other valuation of such Loan Party’s interest therein in a form and by an appraiser Parties reasonably acceptable to the Administrative AgentAgent as to the matters contained in clauses (i), (viii) deliver and (iv) above, and as to such other matters as the Administrative Agent may reasonably request, and (vi) as promptly as practicable after such formation or acquisition, deliver, upon the reasonable request of the Administrative Agent after the occurrence and continuance of an Event of Default, to the Administrative Agent with respect to each parcel of real property owned or held by the entity that is the subject of such formation or acquisition title reports, surveys and engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance reasonably satisfactory to the Collateral Agent a SFHDF Administrative Agent, provided, however, that to the extent that any Loan Party or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such real property andproperty, such items shall, promptly after the receipt thereof, be delivered to the extent that the SFHDF indicates that such real property is in a Special Flood Hazard Area as designated by the Federal Emergency Management Agency, proof that adequate flood insurance, as required under the National Flood Insurance Program, has been obtained with respect to such real property and (vi) deliver evidence of zoning compliance satisfactory to the Collateral Agent or Administrative Agent. (cb) With respect Subject to clause (d) below, upon the acquisition of any property by any Loan Party, if such property, in the reasonable judgment of the Administrative Agent, shall not already be subject to a perfected first priority security interest in favor of the Administrative Agent for the benefit of the Secured Parties, then the Borrower shall, at the Borrower’s expense and upon the Administrative Agent’s request: (i) any new Subsidiary on or before the Compliance Certificate Delivery Date (other than but within 15 days after such acquisition if an Excluded Subsidiary) created or acquired by Event of Default exists), furnish to the Borrower or any Administrative Agent a description of the Restricted Subsidiaries or property so acquired in detail reasonably satisfactory to the Administrative Agent, (ii) any domestic Immaterial Subsidiary on or domestic Unrestricted Subsidiary that is designated as a Restricted Subsidiary in accordance with Section 6.11before the Compliance Certificate Delivery Date (but within 15 days after such acquisition if an Event of Default exists), in each case, after the Funds Availability Date, within twenty (20) days of such creation, acquisition or designation the Borrower or cause the applicable Restricted Subsidiary shall (i) Loan Party to duly execute and deliver to the Administrative Agent and the Collateral Agent such amendments deeds of trust, trust deeds, deeds to secure debt, mortgages, supplements to the Guarantee Pledge and Collateral Security Agreement and, to the extent necessary or advisable in the Administrative Agent’s reasonable opinion, other Security Documents, as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent, securing payment of all the Obligations of the applicable Loan Party under the Loan Documents and constituting Liens on all such properties; provided however that (1) the execution, delivery and recordation of deeds of trust, mortgages and similar documents granting a lien on real property interests and (2) the execution and delivery of landlord waivers and access agreements shall, in each case, be required only upon the request of the Administrative Agent after the occurrence and during the Collateral Agent deem necessary or reasonably advisable to grant to the Collateral Agent, for the benefit continuance of the Senior Secured Parties, a perfected first priority security interest in the Capital Stock an Event of such new Subsidiary that is owned by any Loan Party (subject only to the Liens permitted by clause (e) of Section 6.02), (ii) deliver to the Collateral Agent any certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Restricted Subsidiary, Default, (iii) on or before the Compliance Certificate Delivery Date (but within 15 days after such acquisition if an Event of Default exists), cause such Subsidiary that is a wholly-owned Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, and (B) applicable Loan Party to take such actions necessary or advisable to grant to the Collateral Agent for the benefit of the Senior Secured Parties a perfected first priority security interest whatever action (subject, in the case of property not constituting Pledged Securities, to Permitted Liens, and in the case of Pledged Securities, to Liens permitted by Section 6.02(e)) in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code UCC financing statements in such jurisdictions as statements, the giving of notices, the endorsement of notices on title documents, the delivery of all certificates evidencing Pledged Stock (excluding Capital Stock which is Excluded Property) and Pledged Notes, and after the occurrence and during of an Event of Default, the recording of mortgages) may be required by necessary or advisable in the Guarantee and Collateral Agreement or by Applicable Law or as may be reasonably requested by reasonable opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and subsisting Liens on such property, enforceable against all third parties, (iv) if requested by within 60 days after the reasonable request of the Administrative Agent, deliver to the Administrative Agent and the Collateral Agent legal opinions relating to the matters described abovea signed copy of a favorable opinion, which opinions shall be in form and substance, and from counsel, reasonably satisfactory addressed to the Administrative Agent and the Collateral Lenders, of counsel for the Loan Parties reasonably acceptable to the Administrative Agent as to the matters contained in clauses (ii) and (iii) above and as to such other matters as the Administrative Agent may reasonably request, and (v) as promptly as practicable after any acquisition of any material interest in real property, deliver, upon the reasonable request of the Administrative Agent after the occurrence and continuance of an Event of Default, to the Administrative Agent with respect to such real property title reports, surveys and engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance reasonably satisfactory to the Administrative Agent, provided, however, that to the extent that any Loan Party or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such real property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent, (c) At any time upon reasonable request of the Administrative Agent, promptly execute and deliver any and all further instruments and documents and take all such other action as the Administrative Agent may reasonably deem necessary or desirable in obtaining the full benefits of, or (as applicable) in perfecting and preserving the Liens of, such guaranties, deeds of trust, trust deeds, deeds to secure debt, mortgages, supplements to the Pledge and Security Agreement and other security and pledge agreements. (d) With respect Notwithstanding anything herein or in any other Loan Document to the contrary, neither the Borrower nor any of its Subsidiaries (i) any Foreign Subsidiary created shall be required to grant or acquired after perfect a security interest in favor of the Funds Availability Date Administrative Agent for the benefit of the Secured Parties in Excluded Property, and directly owned by any Loan Party or (ii) at any foreign Immaterial Subsidiary time prior to the occurrence and the continuance of an Event of Default shall be required to grant or foreign Unrestricted Subsidiary that is designated as perfect a Restricted Subsidiary security interest in accordance with Section 6.11 and directly owned by any Loan Party, favor of the Administrative Agent for the benefit of the Secured Parties in each case, after the Funds Availability Date , promptly (and, A) fee interests in any eventreal property with a fair market value not in excess of $2,500,000, and (B) any leasehold interests in real property with a fair market value not in excess of $5,000,000 individually. (e) If, at any time, the Borrower’s Advisor Services Group (“ASG”) business segment accounts for more than 20% of EBITDA of the Borrower and its Subsidiaries, on a consolidated basis, for the period of four consecutive fiscal quarters then most recently ended (as reported and described in the Borrower’s form 10-Q and 10-K filings with the SEC, including as to calculation of EBITDA), then the Borrower shall so notify the Administrative Agent as part of the Compliance Certificate delivered pursuant to Section 6.2(b) hereof, and shall, within 30 15 days of the creation or acquisition thereof) (A) date such Compliance Certificate was required to have been delivered, cause NFP Securities, Inc. and any other then-existing Broker-Dealer Subsidiary to execute and deliver to the Administrative Agent (i) a Limited Guarantee Agreement, and the Collateral Agent (xii) such amendments to the other customary certificates, documents, consents, evidence of corporate authority, and opinions in connection with such Limited Guarantee and Collateral Agreement as the Collateral Agent deems necessary or reasonably advisable and/or (y) a Foreign Pledge Agreement, in each case to grant to the Collateral Agent, for the benefit of the Senior Secured Parties, a perfected first priority security interest in the Capital Stock of such Foreign Subsidiary that is owned by any such Loan Party (subject only to the Liens permitted by clause (e) of Section 6.02 and provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such Foreign Subsidiary be required to be so pledged), (B) if commercially reasonable, deliver to the Collateral Agent the certificates representing such Capital Stock, together with undated stock power, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Collateral Agent’s security interest therein, and (C) if requested by the Administrative Agent, deliver to the Administrative Agent may reasonably request, all in form, content and the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, scope reasonably satisfactory to the Administrative Agent and the Collateral Agent.

Additional Collateral, etc. (ai) With respect to any personal property or Intellectual Property acquired after the Funds Availability Closing Date by any Loan Party (other than Excluded Assetsany motor vehicles, Excluded Perfection Assets and or any tangible personal property described in paragraph (b), (c) evidenced by a title certificate or (d) belowany other type of property expressly excluded by the Security Documents) as to which the Collateral Agent, for the benefit of the Senior Secured Parties, does not have a perfected Lien, promptly (and, in any event within 20 Business Days following the date of such acquisition) (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee Guaranty and Collateral Agreement or such other documents as the Collateral Agent reasonably deems necessary or reasonably advisable to grant to the Collateral Agent, for the benefit of the Senior Secured Parties, a security interest under U.S. law in such property pursuant to the terms, conditions and limitations set forth in the Guaranty and Collateral Agreement, subject to Liens permitted under Section 7.3, and (ii) take all actions necessary or reasonably advisable requested by the Collateral Agent to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest under U.S. law in such property pursuant to the terms, conditions and limitations set forth in the Guaranty and Collateral Agreement, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be reasonably required by the Guaranty and Collateral Agreement or under U.S. law or as may be reasonably requested by the Administrative Agent. (ii) 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 date that is 180 days after the Closing Date by any Loan Party (other than any such real property subject or to be subject to a Lien permitted by Section 7.3(g)), on a quarterly basis reasonably promptly within 30 days after delivery of the financial statements delivered pursuant to Section 6.1(a) or (b) execute and deliver a first priority mortgage or deed of trust subject to the Liens permitted by such mortgage or deed of trust in a form substantially similar to the Mortgages on the Mortgaged Properties and otherwise reasonably satisfactory to the Administrative Agent, in favor of the Collateral Agent, for the benefit of the Senior Secured Parties, covering such real property and recorded by a nationally recognized title insurance company in such manner and in such place as is required by law to establish, perfect, preserve and protect the Lien in favor of the Collateral Agent required to be granted pursuant to the Mortgage and all taxes, fees and other charges payable in connection therewith shall be paid in full. Such Loan Party shall otherwise take such actions and execute and/or deliver to the Collateral Agent such documents as the Administrative Agent shall reasonably require to confirm the validity, perfection and priority of the Lien of any existing Mortgage or new Mortgage against such after-acquired Real Property (including a Title Policy, a Survey and local counsel opinion (in form and substance reasonably satisfactory to the Administrative Agent) and other documents of the type described in Section 6.15 in respect of such Mortgage). (iii) With respect to any new Subsidiary created or acquired after the Closing Date by any Loan Party, promptly (i) execute and deliver to the Administrative Agent such amendments to the Guaranty and Collateral Agreement as the Administrative Agent reasonably deems necessary to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest subject to Liens permitted pursuant to Section 7.3 in the Capital Stock of such property new Subsidiary that is owned by any Loan Party (subject, provided such security interest shall be limited (A) in the case of property not constituting Pledged Securitiesa Foreign Subsidiary directly owned by a Domestic Subsidiary, to Permitted Liens, 65% of such Capital Stock in such Foreign Subsidiary and (B) in the case of Pledged Securitiesany other Foreign Subsidiary or any Insurance Subsidiary or Immaterial Subsidiary, to 0% of such Capital Stock in such Foreign Subsidiary, Insurance Subsidiary or Immaterial Subsidiary), (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, (iii) cause such new Subsidiary (unless such Subsidiary is a Foreign Subsidiary, an Insurance Subsidiary, an Immaterial Subsidiary, a Regulated Entity or a Non-Wholly-Owned Subsidiary or otherwise excluded pursuant to the definition of a Subsidiary Guarantor) (A) to become a party to the Guaranty and Collateral Agreement, (B) to take such actions necessary and reasonably requested by the Administrative Agent to grant to the Administrative Agent for the benefit of the Lenders a perfected first priority security interest subject to the Liens permitted by under Section 6.02(e))7.3 in the Collateral described in the Guaranty and Collateral Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee Guaranty and Collateral Agreement or by U.S. law or as may be reasonably requested by the Collateral Agent. (b) With respect to any fee interest in any real property or any lease consisting of real property acquired or leased after the Funds Availability Date by any Loan Party (other than any Excluded Assets and Excluded Perfection Assets) within ninety (90) days after the acquisition or leasing thereof (i) execute and deliver a first priority Mortgage (subject only to Liens permitted by clauses (a), (f) Administrative Agent and (gC) to deliver to the Administrative Agent a certificate of Section 6.02) such Subsidiary, substantially in the form of Exhibit C or where appropriate under the circumstances, an amendment in such other form as may be reasonably acceptable to an existing Mortgage, in each case in favor of the Collateral Agent, for the benefit of the Senior Secured Parties, covering such real property, (ii) if requested by the Administrative Agent, provide the Senior Secured Parties with (x) either (1) (A) title insurance covering such real property in an amount at least equal to the purchase price of such real property (or such other amount as shall be reasonably specified by the Administrative Agent) in form appropriate insertions and substance reasonably satisfactory to the Administrative Agent; and (B) a current ALTA survey thereof, complying with the requirements set forth in Schedule 5.10(b) together with a surveyor’s certificate (only with respect to (i) any power plant, (ii) any improved real propertyattachments, and (iii) any other real property for which an ALTA survey was obtained when such property was acquired. Notwithstanding the foregoing, such Loan Party shall obtain or cause to be obtained an ALTA survey complying with the requirements set forth in Schedule 5.10(b) together with a surveyor’s certificate for any real property that becomes Collateral pursuant to this section to the extent that the title company will not remove the survey exception (or endorse over such exception) without an ALTA survey) or (2) where an amendment to an existing Mortgage has been delivered pursuant to clause (i) instead of a Mortgage, an endorsement to the existing title policy adding such property as an insured parcel, or a new title policy if the requirements in the state in which the real property is located do not allow for such an endorsement, and (y) any consents or estoppels reasonably deemed necessary or advisable by the Administrative Agent or the Collateral Agent in connection with such Mortgage or Mortgage amendment (to the extent obtainable using commercially reasonable efforts), each of the foregoing in form and substance reasonably satisfactory to the Collateral Agent, (iiiiv) if reasonably requested by the Administrative Agent, 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 Agent; provided that (1) the Borrower shall not be required to take, or cause any Subsidiary to take, the actions required by this paragraph (c) with respect to any such new Subsidiary prior to the delivery of financial statements delivered pursuant to Section 6.1(a) or (b) for the fiscal quarter of the Borrower during which such new Subsidiary was created or acquired unless (x) the aggregate amount of Investments made by Borrower and the Collateral Agent, Subsidiaries in all such new Subsidiaries exceeds $10,000,000 prior to the end of such fiscal quarter or (ivy) an Event of Default has occurred and is continuing and (2) the Borrower shall not be required to provide the legal opinions required by this paragraph (c) if requested the applicable new Subsidiary (on a consolidated basis) accounts for less than 1% of the assets, revenues or Consolidated EBITDA of the Borrower, in each case on a pro forma basis as of the end of and for the four fiscal quarters most recently ended for which financial statements have been delivered under Section 6.1(a) or (b) or, if prior to the first delivery date for such financial statements, for which financial statements of the Company are available, as though such Subsidiary had become a Subsidiary at the beginning of such period, unless such new Subsidiary, together with all other Subsidiary Guarantors organized in the same jurisdiction with respect to which no opinions have been received by the Administrative Agent or the Collateral Agent, deliver account for 4% of more of the assets, revenues or Consolidated EBITDA of the Borrower (determined on the same basis as provided above). To the extent that the representation and warranty set forth in Section 4.25 is true and correct as of the Amendment and Restatement Effective Date, any failure by the Borrower, prior to the Amendment and Restatement Effective Date, to notify the Administrative Agent and the Collateral Agent a current appraisal of such real property the formation or other valuation of such Loan Party’s interest therein in a form and by an appraiser reasonably acceptable acquisition, prior to the Administrative AgentAmendment and Restatement Effective Date, of any Subsidiary that is required to become a Subsidiary Guarantor, and any failure to take any other actions (vincluding delivery of certificates representing Capital Stock) deliver referred to in the Administrative Agent and the Collateral Agent a SFHDF foregoing provisions of this Section 6.9(c) with respect to such real property and, to the extent that the SFHDF indicates that such real property is in a Special Flood Hazard Area as designated by the Federal Emergency Management Agency, proof that adequate flood insurance, as required under the National Flood Insurance Program, has been obtained with respect to such real property Subsidiary and all Defaults and Events of Default (vi) deliver evidence of zoning compliance satisfactory to the Collateral Agent or Administrative Agent. (c) With respect to (i) any new Subsidiary (other than an Excluded Subsidiary) created or acquired by the Borrower or any of the Restricted Subsidiaries or (ii) any domestic Immaterial Subsidiary or domestic Unrestricted Subsidiary that is designated as a Restricted Subsidiary in accordance with Section 6.11, in each case, after the Funds Availability Date, within twenty (20) days of such creation, acquisition or designation the Borrower or the applicable Restricted Subsidiary shall (i) execute and deliver solely to the Administrative Agent and the Collateral Agent extent arising from or relating to any such amendments to the Guarantee and Collateral Agreement as the Administrative Agent and the Collateral Agent deem necessary or reasonably advisable to grant to the Collateral Agent, for the benefit of the Senior Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by any Loan Party (subject only to the Liens permitted by clause (e) of Section 6.02), (ii) deliver to the Collateral Agent any certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Restricted Subsidiary, (iii) cause such Subsidiary that is a wholly-owned Subsidiary (A) to become a party to the Guarantee and Collateral Agreementfailure, and (B) any failure to take such actions necessary or advisable to grant to the Collateral Agent for the benefit of the Senior Secured Parties a perfected first priority security interest (subject, in the case of property not constituting Pledged Securities, to Permitted Liens, and in the case of Pledged Securities, to Liens permitted by Section 6.02(e)) in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by Applicable Law or as may be reasonably requested by the Administrative Agent and (iv) if requested by the Administrative Agent, 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. (d) With respect to (i) any Foreign Subsidiary created or acquired after the Funds Availability Date and directly owned by any Loan Party or (ii) any foreign Immaterial Subsidiary or foreign Unrestricted Subsidiary that is designated as a Restricted Subsidiary in accordance with Section 6.11 and directly owned by any Loan Party, in each case, after the Funds Availability Date , promptly (and, in any event, within 30 days of the creation or acquisition thereof) (A) execute and deliver to the Administrative Agent and the Collateral Agent (x) such amendments to the Guarantee and Collateral Agreement as the Collateral Agent deems necessary or reasonably advisable and/or (y) a Foreign Pledge Agreement, in each case to grant to the Collateral Agent, for the benefit of the Senior Secured Parties, a perfected first priority security interest in the Capital Stock of such Foreign Subsidiary that is owned by any such Loan Party (subject only to the Liens permitted by clause (e) of Section 6.02 and provided that in no event shall more than 65% of the total outstanding voting Capital Stock give notice of any such Foreign Subsidiary be required to be so pledged), (BDefault or Event of Default or any consequences of such Default or Event of Default that that would have arisen under the Original Credit Agreement or hereunder if such Default or Event of Default had not been waived) if commercially reasonable, deliver to the Collateral Agent the certificates representing such Capital Stock, together with undated stock power, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Collateral Agent’s security interest therein, and (C) if requested by the Administrative Agent, 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 Agentare hereby waived.

Additional Collateral, etc. (a) With respect to any property Property acquired after the Funds Availability Third Restatement Effective Date by any Loan Party Borrower or any of its Subsidiaries (other than Excluded Assets, Excluded Perfection Assets and (w) any real property or any Property described in paragraph (bc) of this Section, (x) vehicles or any Property subject to a Lien expressly permitted by Sections 7.3(g), 7.3(k) or 7.3(n), (cy) or Property acquired by an Excluded Foreign Subsidiary and (dz) belowany Excluded Collateral (as such term is defined in the Guarantee and Collateral Agreement)) as to which the Collateral Administrative Agent, for the benefit of the Senior Secured Parties, does not have a perfected Lien, promptly (and, in any event within 20 Business Days following the date of such acquisition) (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Collateral Administrative Agent deems necessary or reasonably advisable to grant to the Collateral Administrative Agent, for the benefit of the Senior Secured Parties, a security interest in such property Property and (ii) take all actions necessary or reasonably advisable to grant to the Collateral Administrative Agent, for the benefit of the Senior Secured Parties, a perfected first priority security interest (or, solely with respect to Delek Funded FF&E, for so long as Delek Build to Suit Financing is in place with respect to the Delek Financed Build to Suit Leased Location where such Delek Funded FF&E is located, take commercially reasonable, best efforts to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected second priority security interest) in such property Property (subjectother than Deposit Accounts, unless otherwise requested to take such action by the Administrative Agent, in the case of property not constituting Pledged Securities, to Permitted Liens, and in the case of Pledged Securities, to Liens permitted by Section 6.02(e)its sole reasonable discretion), 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. (b) With respect to (i) any fee interest in any real property having an aggregate appraised value (together with improvements thereof) of at least $1,000,000 acquired in one or a series of transactions after the Third Restatement Effective Date by any Borrower or any lease consisting of its Subsidiaries (including any such real property owned by any new Subsidiary acquired after the Third Restatement Effective Date and excluding any such real property owned by an Excluded Foreign Subsidiary or subject to a Lien expressly permitted by Section 7.3(g) or 7.3(k)) or (ii) subject to the related Loan Party obtaining the required landlord consent (provided that, each Loan Party shall use commercially reasonable efforts to obtain such consent), any leasehold interest in any real property having an aggregate appraised value of at least $1,000,000 acquired or leased (including any leasehold property interest owned by any new Subsidiary acquired after the Funds Availability Third Restatement Effective Date) in one or a series of transactions after the Third Restatement Effective Date by any Loan Party Borrower or any of its Subsidiaries, promptly (other than any Excluded Assets and Excluded Perfection Assets) within ninety (90) days after the acquisition or leasing thereof (i1) execute and deliver a first priority Mortgage (subject only to Liens permitted by clauses (a), (f) and (g) of Section 6.02) or where appropriate under the circumstances, an amendment to an existing Mortgage, in each case in favor of the Collateral Administrative Agent, for the benefit of the Senior Secured Parties, covering such real property, (ii2) deliver to the Administrative Agent an appraisal of such real property from a firm reasonably satisfactory to the Administrative Agent, (3) if requested by the Administrative Agent, provide the Senior Secured Parties Lenders with (x) either (1) (A) title and extended coverage insurance covering such real property in an amount at least equal to the purchase price of such real property (or such other amount as shall be reasonably specified by the Administrative Agent) in form and substance reasonably satisfactory to the Administrative Agent; and (B) well as a current ALTA survey thereof, complying with the requirements set forth in Schedule 5.10(b) together with a surveyor’s certificate (only with respect to (i) any power plant, (ii) any improved real property, and (iii) any other real property for which an ALTA survey was obtained when such property was acquired. Notwithstanding the foregoing, such Loan Party shall obtain or cause to be obtained an ALTA survey complying with the requirements set forth in Schedule 5.10(b) together with a surveyor’s certificate for any real property that becomes Collateral pursuant to this section to the extent that the title company will not remove the survey exception (or endorse over such exception) without an ALTA survey) or (2) where an amendment to an existing Mortgage has been delivered pursuant to clause (i) instead of a Mortgage, an endorsement to the existing title policy adding such property as an insured parcel, or a new title policy if the requirements in the state in which the real property is located do not allow for such an endorsement, and (y) any consents consents, waivers or estoppels reasonably deemed necessary or advisable by the Administrative Agent or the Collateral Agent in connection with such Mortgage or Mortgage amendment (to the extent obtainable using commercially reasonable efforts)Mortgage, each of the foregoing in form and substance reasonably satisfactory to the Collateral Agent, Administrative Agent and (iii4) if requested by the Administrative Agent, 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 Agent. Notwithstanding anything to the contrary contained in this Section 6.10(b), (i) in the event that the Borrower is required to obtain flood insurance for any parcel of real property owned in fee with an aggregate appraised value of less than $2,000,000 or a leasehold interest in any real property with an aggregate appraised value of less than $2,000,000 which would otherwise be subject to the requirements of this Section 6.10(b) and the Collateral AgentBorrower believes the premiums for such flood insurance to be uneconomical, subject to the following clause (iv) if requested by ii), at the Borrower’s written request, the Administrative Agent shall waive the Borrower’s compliance with this Section 6.10(b) to the extent permitted by applicable law (including, without limitation, any bank regulatory law or regulations), provided that, the Collateral Borrower has provided the Administrative Agent satisfactory support for such determination, and (ii) the aggregate appraised value of real property either owned in fee or subject to a leasehold interest excluded from the provisions of this Section 6.10(b) may not at any time exceed an amount equal to 2% of the total asset value of the Borrowers and their Subsidiaries. The Borrowers shall not be required to deliver a Mortgage covering any Exempt Property. The forgoing notwithstanding, with respect to each Delek Build to Suit Lease entered into by a Borrower or a Subsidiary of a Borrower, the Borrowers shall promptly (1) execute and deliver a first priority leasehold Mortgage in favor of the Administrative Agent, for the benefit of the Secured Parties, covering such leasehold interest in real property if and to the extent permitted by the terms of such Delek Build to Suit Lease and the holder of Delek Build to Suit Financing associated with such Delek Build to Suit Lease (each such leasehold Mortgage a “Build to Suit Leasehold Mortgage”), (2) solely in the event the Administrative Agent has or is permitted to have a Build to Suit Leasehold Mortgage on such real property or if otherwise required by law, deliver to the Administrative Agent and the Collateral Agent a current an appraisal of such real property from a firm reasonably satisfactory to the Administrative Agent, (3) solely in the event the Administrative Agent has or other valuation of is permitted to have a Build to Suit Leasehold Mortgage on such Loan Party’s interest therein real property, use commercially reasonable, best efforts to deliver to the Administrative Agent a landlord waiver and consent to leasehold mortgage in a form and by an appraiser substance reasonably acceptable to the Administrative Agent, (v4) deliver to the Administrative Agent and the Collateral Agent a SFHDF with respect to such real property and, to the extent that the SFHDF indicates that such real property is in a Special Flood Hazard Area as designated by the Federal Emergency Management Agency, proof that adequate flood insurance, as required under the National Flood Insurance Program, has been obtained with respect to such real property and (vi) deliver evidence of zoning compliance satisfactory to the Collateral Agent or Administrative Agent. (c) With respect to (i) any new Subsidiary (other than an Excluded Subsidiary) created or acquired by the Borrower or any of the Restricted Subsidiaries or (ii) any domestic Immaterial Subsidiary or domestic Unrestricted Subsidiary that is designated as a Restricted Subsidiary in accordance with Section 6.11, in each case, after the Funds Availability Date, within twenty (20) days of such creation, acquisition or designation the Borrower or the applicable Restricted Subsidiary shall (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent and the Collateral Agent deem necessary or reasonably advisable to grant to the Collateral Agent, for the benefit of the Senior Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by any Loan Party (subject only to the Liens permitted by clause (e) of Section 6.02), (ii) deliver to the Collateral Agent any certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Restricted Subsidiary, (iii) cause such Subsidiary that is a wholly-owned Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, and (B) to take such actions necessary or advisable to grant to the Collateral Agent for the benefit of the Senior Secured Parties a perfected first priority security interest (subject, in the case of property not constituting Pledged Securities, to Permitted Liens, and in the case of Pledged Securities, to Liens permitted by Section 6.02(e)) in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by Applicable Law or as may be reasonably if requested by the Administrative Agent and solely in the event the Administrative Agent has or is permitted to have a Build to Suit Leasehold Mortgage on such real property, provide the Lenders with any consents, waivers or estoppels reasonably deemed necessary or advisable by the Administrative Agent in connection with such Mortgage, each of the foregoing in form and substance reasonably satisfactory to the Administrative Agent and (iv5) if requested by the Administrative AgentAgent and solely in the event the Administrative Agent has or is permitted to have a Build to Suit Leasehold Mortgage on such real property, 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. (dc) With respect to any new Subsidiary (i) any other than an Excluded Foreign Subsidiary or a Joint Venture that is a Subsidiary) created or acquired after the Funds Availability Third Restatement Effective Date and directly owned (which, for the purposes of this paragraph, shall include any existing Subsidiary that ceases to be an Excluded Foreign Subsidiary), by any Loan Party Borrower or (ii) any foreign Immaterial Subsidiary or foreign Unrestricted Subsidiary that is designated as a Restricted Subsidiary in accordance with Section 6.11 and directly owned by any Loan Party, in each case, after the Funds Availability Date of its Subsidiaries, promptly (and, in any event, within 30 days of the creation or acquisition thereof) (Ai) execute and deliver to the Administrative Agent and the Collateral Agent (x) such amendments to the Guarantee and Collateral Agreement as the Collateral Administrative Agent deems necessary or reasonably advisable and/or (y) a Foreign Pledge Agreement, in each case to grant to the Collateral Administrative Agent, for the benefit of the Senior Secured Parties, a perfected first priority security interest in the Capital Stock of such Foreign new Subsidiary that is owned by any such Loan Party (subject only to the Liens permitted by clause (e) Borrower or any of Section 6.02 and provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such Foreign Subsidiary be required to be so pledged)its Subsidiaries, (Bii) if commercially reasonable, deliver to the Collateral Administrative Agent the certificates representing such Capital Stock, together with undated stock powerpowers, in blank, executed and delivered by a duly authorized officer of such Borrower or such Subsidiary, as the relevant Loan Partycase may be, (iii) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement (both as a grantor of a security interest and as a guarantor of the payment and performance of all the Obligations) and (B) to take such other action actions necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary, including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be necessary or, in required by the opinion of Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent, desirable to perfect the Collateral Agent’s security interest therein, and (Civ) if requested by the Administrative Agent, 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. (d) With respect to any new Excluded Foreign Subsidiary created or acquired after the Third Restatement Effective Date by any Borrower or any of its Subsidiaries (other than any Excluded Foreign Subsidiaries), promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems necessary or advisable in order to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by such Borrower or any of its Subsidiaries (other than any Excluded Foreign Subsidiaries), (provided that in no event shall more than 65% of the total outstanding Capital Stock of any such new Excluded Foreign Subsidiary be required to be so pledged), (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of such Borrower or such Subsidiary, as the case may be, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Lien of the Administrative Agent thereon, and (iii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.

Additional Collateral, etc. (a) With respect to any property acquired after the Funds Availability Closing Date by the Borrower or any Loan Party of its Subsidiaries (other than Excluded Assets, Excluded Perfection Assets and (x) any property described in paragraph (b), (c) below or (dy) belowany property subject to a Lien expressly permitted by Section 7.1) as to which the Collateral Agent, for the benefit of the Senior Secured PartiesLender, does not have a perfected Lien, promptly (and, in any event within 20 Business Days following the date of such acquisition) (i) execute and deliver to the Administrative Agent and the Collateral Agent Lender such amendments to the Guarantee and Collateral Agreement or such other documents as the Collateral Agent Lender deems necessary or reasonably advisable to grant to the Collateral Agent, for the benefit of the Senior Secured PartiesLender, a security interest in such property and (ii) take all actions necessary or reasonably advisable to grant to the Collateral Agent, for the benefit of the Senior Secured PartiesLender, a perfected first priority security interest in such property (subject, in the case of property not constituting Pledged Securities, to Permitted Liens, and in the case of Pledged Securities, to Liens permitted by Section 6.02(e))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 AgentLender. (b) With respect to any fee interest in any real property either BlueStar Networks, Inc. or any lease consisting of real property acquired or leased after the Funds Availability Date by any Loan Party (other than any Excluded Assets and Excluded Perfection Assets) within ninety (90) days after the acquisition or leasing thereof (i) execute and deliver a first priority Mortgage (subject only to Liens permitted by clauses (a), (f) and (g) of Section 6.02) or where appropriate under the circumstances, an amendment to an existing Mortgage, in each case in favor of the Collateral Agent, for the benefit of the Senior Secured Parties, covering such real property, (ii) if requested by the Administrative Agent, provide the Senior Secured Parties with (x) either (1) (A) title insurance covering such real property in an amount at least equal to the purchase price of such real property (or such other amount as shall be reasonably specified by the Administrative Agent) in form and substance reasonably satisfactory to the Administrative Agent; and (B) a current ALTA survey thereof, complying with the requirements set forth in Schedule 5.10(b) together with a surveyor’s certificate (only with respect to (i) any power plant, (ii) any improved real property, and (iii) any other real property for which an ALTA survey was obtained when such property was acquired. Notwithstanding the foregoing, such Loan Party shall obtain or cause to be obtained an ALTA survey complying with the requirements set forth in Schedule 5.10(b) together with a surveyor’s certificate for any real property that becomes Collateral pursuant to this section to the extent that the title company will not remove the survey exception (or endorse over such exception) without an ALTA survey) or (2) where an amendment to an existing Mortgage has been delivered pursuant to clause (i) instead of a Mortgage, an endorsement to the existing title policy adding such property as an insured parcel, or a new title policy if the requirements in the state in which the real property is located do not allow for such an endorsement, and (y) any consents or estoppels reasonably deemed necessary or advisable by the Administrative Agent or the Collateral Agent in connection with such Mortgage or Mortgage amendment (to the extent obtainable using commercially reasonable efforts), each of the foregoing in form and substance reasonably satisfactory to the Collateral Agent, (iii) if requested by the Administrative Agent, 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, (iv) if requested by the Administrative Agent or the Collateral Agent, deliver to the Administrative Agent and the Collateral Agent a current appraisal of such real property or other valuation of such Loan Party’s interest therein in a form and by an appraiser reasonably acceptable to the Administrative Agent, (v) deliver to the Administrative Agent and the Collateral Agent a SFHDF with respect to such real property and, to the extent that the SFHDF indicates that such real property is in a Special Flood Hazard Area as designated by the Federal Emergency Management Agency, proof that adequate flood insurance, as required under the National Flood Insurance Program, has been obtained with respect to such real property and (vi) deliver evidence of zoning compliance satisfactory to the Collateral Agent or Administrative Agent. (c) With respect to (i) any new Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by the Borrower or any of the Restricted Subsidiaries or (ii) any domestic Immaterial Subsidiary or domestic Unrestricted Subsidiary that is designated as a Restricted Subsidiary in accordance with Section 6.11its Subsidiaries, in each case, after the Funds Availability Date, within twenty (20) days of such creation, acquisition or designation the Borrower or the applicable Restricted Subsidiary shall promptly (i) execute and deliver to the Administrative Agent and the Collateral Agent Lender such amendments to the Guarantee and Collateral Agreement as the Administrative Agent and the Collateral Agent deem Lender deems necessary or reasonably advisable to grant to the Collateral Agent, for the benefit of the Senior Secured Parties, Lender a perfected first priority security interest in the Capital Stock of BlueStar Networks, Inc. or such new Subsidiary Subsidiary, as the case may be, that is owned by the Borrower or any Loan Party (subject only to the Liens permitted by clause (e) of Section 6.02)its Subsidiaries, (ii) deliver to the Collateral Agent any Lender the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Restricted Subsidiary, as the case may be, (iii) cause BlueStar Networks, Inc. or such Subsidiary that is a wholly-owned Subsidiary new Subsidiary, as the case may be, (A) to become a party to the Guarantee and Collateral Agreement, and (B) to take such actions necessary or advisable to grant to the Collateral Agent for the benefit of the Senior Secured Parties Lender a perfected first priority security interest (subject, in the case of property not constituting Pledged Securities, to Permitted Liens, and in the case of Pledged Securities, to Liens permitted by Section 6.02(e)) in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by Applicable Law law or as may be reasonably requested by the Administrative Agent Lender and (C) to deliver to the Lender a certificate of such Subsidiary, substantially in the form of Exhibit B, with appropriate insertions and attachments, and (iv) if requested by the Administrative AgentLender, deliver to the Administrative Agent and the Collateral Agent Lender 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 AgentLender. (d) With respect to (i) any Foreign Subsidiary created or acquired after the Funds Availability Date and directly owned by any Loan Party or (ii) any foreign Immaterial Subsidiary or foreign Unrestricted Subsidiary that is designated as a Restricted Subsidiary in accordance with Section 6.11 and directly owned by any Loan Party, in each case, after the Funds Availability Date , promptly (and, in any event, within 30 days of the creation or acquisition thereof) (A) execute and deliver to the Administrative Agent and the Collateral Agent (x) such amendments to the Guarantee and Collateral Agreement as the Collateral Agent deems necessary or reasonably advisable and/or (y) a Foreign Pledge Agreement, in each case to grant to the Collateral Agent, for the benefit of the Senior Secured Parties, a perfected first priority security interest in the Capital Stock of such Foreign Subsidiary that is owned by any such Loan Party (subject only to the Liens permitted by clause (e) of Section 6.02 and provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such Foreign Subsidiary be required to be so pledged), (B) if commercially reasonable, deliver to the Collateral Agent the certificates representing such Capital Stock, together with undated stock power, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Collateral Agent’s security interest therein, and (C) if requested by the Administrative Agent, 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.