Common use of Additional Collateral, etc Clause in Contracts

Additional Collateral, etc. With respect to any new Subsidiary (other than a Foreign Subsidiary) created or acquired after the Closing Date (which, for purposes of this paragraph, shall include any existing Subsidiary that ceases to be a Foreign Subsidiary, a Management Subsidiary, an Inactive Subsidiary or an Excluded Pledge Subsidiary) by the Borrower or any of its Subsidiaries, promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Pledge Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in all of the Capital Stock of such new Subsidiary that is owned by the Borrower or any of its Subsidiaries, to the extent not otherwise prohibited pursuant to any Contractual Obligation, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, if any, together with, if applicable, 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 (iii) cause such new Subsidiary (A) (other than an Excluded Guarantee Subsidiary) to become guarantor under the Guarantee and Pledge Agreement and (B) to take such actions reasonably 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 Pledge Agreement with respect to such new Subsidiary (other than the Capital Stock of any Excluded Pledge Subsidiary), including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Pledge Agreement or by applicable law or as may be reasonably requested by the Administrative Agent.

Additional Collateral, etc. (a) With respect to any new Subsidiary property (to the extent included in the definition of Collateral and not constituting Excluded Assets) acquired after the Restatement Date by any Loan Party or Enterasys (other than (x) any property described in paragraph (b) or (c) below, and (y) any property subject to a Foreign SubsidiaryLien expressly permitted by Section 7.3(g)) created or acquired after as to which the Closing Date (whichAdministrative Agent, for purposes the ratable benefit of this paragraphthe Secured Parties, shall include any existing Subsidiary that ceases to be does not have a Foreign Subsidiary, a Management Subsidiary, an Inactive Subsidiary or an Excluded Pledge Subsidiary) by the Borrower or any of its Subsidiariesperfected Lien, promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement, the Enterasys Pledge Agreement or such other documents as the Administrative Agent may reasonably deem necessary or advisable to evidence that such Loan Party is a Guarantor and to grant to the Administrative Agent, for the ratable benefit of the 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 Lien in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement, 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 Administrative Agent, for the ratable benefit of the Secured Parties, a perfected first priority security interest and Lien in all (to the extent included in the definition of Collateral and not constituting Excluded Assets) the Capital Stock of such new Material Subsidiary that is owned directly or indirectly by the Borrower or any of its Subsidiaries, to the extent not otherwise prohibited pursuant to any Contractual ObligationBorrower, (ii) 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, if any, together with, if applicable, with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Subsidiaryany other applicable Loan Party, as the case may be, and (iii) cause such new Material Subsidiary (A) (other than an Excluded Guarantee Subsidiary) to become guarantor under a party to the Guarantee and Pledge Collateral Agreement as a Grantor and a Guarantor thereunder, (B) to take such actions reasonably as are 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 security interest and Lien in the Collateral described in the Guarantee and Pledge Agreement Collateral Agreement, with respect to such new Subsidiary (other than the Capital Stock of any Excluded Pledge Material Subsidiary), including, without limitation, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Pledge Collateral Agreement or by applicable law or as may be reasonably requested by the Administrative Agent and (C) to deliver to the Administrative Agent a certificate of the secretary (or other equivalent officer) of such Material Subsidiary of the type described in Section 5.1(c), in form reasonably satisfactory to the Administrative Agent., with appropriate insertions and attachments, and

Additional Collateral, etc. (a) With respect to any personal Property acquired after the Effective Date by the Borrower or any of its Subsidiaries (other than (x) any Property described in paragraph (b) or paragraph (c) of this Section, (y) any Property subject to a Lien expressly permitted by Section 7.3(g) and (z) Property acquired by an Excluded Foreign Subsidiary) as to which the Administrative Agent, for the benefit of the Secured Parties, does not have a perfected Lien, 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 to grant to the Administrative Agent, for the benefit of the Secured Parties, a security interest in such Property and (ii) take all actions necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in such Property, including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent. (b) With respect to any fee or leasehold interest in any real property or fixtures constituting or consisting of Tower sites or Towers acquired or built after the Effective Date by the Borrower or any of its Subsidiaries (i) promptly execute and deliver a first priority Mortgage, substantially in the form of Exhibit I-1, in favor of the Administrative Agent, for the benefit of the Secured Parties, covering such real property, if and to the extent required in order to cause the Mortgage Requirement to continue to be satisfied, (ii) if requested by the Administrative Agent, provide the Lenders with any consents or estoppels reasonably deemed necessary or advisable by the Administrative Agent in connection with such Mortgage, each of the foregoing in form and substance reasonably satisfactory to the Administrative Agent, (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 or (iv) with respect to any fee interest, a copy of the deed through which such parcel was acquired or, with respect to any leasehold interest, a copy of the lease through which such leasehold was acquired, together with evidence that such lease, or a memorandum of lease with respect thereto, has been recorded prior to such Mortgage, if required by the laws of the relevant state in order to obtain a leasehold mortgage of record in respect of such leasehold. (c) 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 Effective Date by the Borrower or any of its Subsidiaries (other than any such real property on which a Tower or a Tower site is located or which is owned by an Excluded Foreign Subsidiary or subject to a Lien expressly permitted by Section 7.3(g)), promptly (i) execute and deliver a first priority Mortgage substantially in the form of Exhibit I-2 in favor of the Administrative Agent, for the benefit of the Lenders, covering such real property, (ii) if requested by the Administrative Agent, provide the Lenders with (x) title and extended coverage insurance covering such real property in an amount at least equal to the purchase price of such real property (or such other amount as shall be reasonably specified by the Administrative Agent) as well as a current ALTA survey thereof, together with a surveyor’s certificate and (y) any consents or estoppels reasonably deemed necessary or advisable by the Administrative Agent in connection with such Mortgage, each of the foregoing in form and substance reasonably satisfactory to the Administrative Agent and (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. (d) With respect to any new Subsidiary (other than a an Excluded Foreign Subsidiary) created or acquired after the Closing Effective Date (which, for the purposes of this paragraph, shall include any existing Subsidiary that ceases to be a an Excluded Foreign Subsidiary), a Management Subsidiary, an Inactive Subsidiary or an Excluded Pledge Subsidiary) by the Borrower or any of its Subsidiaries, promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Pledge Collateral Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in all of the Capital Stock of such new Subsidiary that is owned by the Borrower or any of its Subsidiaries, to the extent not otherwise prohibited pursuant to any Contractual Obligation, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, if any, together with, if applicable, 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 (iii) cause such new Subsidiary (A) (other than an Excluded Guarantee Subsidiary) to become guarantor under a party to the Guarantee and Pledge Collateral Agreement and (B) to take such actions reasonably 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 Pledge Collateral Agreement with respect to such new Subsidiary (other than the Capital Stock of any Excluded Pledge Subsidiary), including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Pledge 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 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) With respect to any new Excluded Foreign Subsidiary created or acquired after the 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 Secured Parties, 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 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.

Additional Collateral, etc. (a) With respect to any personal Property acquired after the Initial Amendment Date by the Parent or any of its Subsidiaries (other than (w) any leasehold, easement or fee interest in real property, (x) any Property subject to a Lien expressly permitted by Section 7.3(g), (y) Property acquired by an Excluded Subsidiary and (z) Property acquired directly by the Parent, Holdings or SBA Senior Finance other than the Capital Stock of a Person of which any of Holdings, SBA Senior Finance or the Borrower is a Subsidiary) as to which the Administrative Agent, for the benefit of the Secured Parties, does not have a perfected Lien, 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 to grant to the Administrative Agent, for the benefit of the Secured Parties, a security interest in such Property and (ii) take all actions necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in such Property, including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent. (a) With respect to any new Subsidiary (other than a Foreign an Excluded Subsidiary) created or acquired after the Closing Initial Amendment Date (which, for the purposes of this paragraph, shall include any existing Subsidiary that ceases to be a Foreign Subsidiary, a Management Subsidiary, an Inactive Excluded Subsidiary or an Excluded Pledge Securitization Subsidiary) by the Borrower or any of its Subsidiaries, promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Pledge Collateral Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in all of the Capital Stock of such new Subsidiary that is owned by the Borrower or any of its Subsidiaries, to the extent not otherwise prohibited pursuant to any Contractual Obligation, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, if any, together with, if applicable, 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 (iii) cause such new Subsidiary (A) (other than an Excluded Guarantee Subsidiary) to become guarantor under a party to the Guarantee and Pledge Collateral Agreement and (B) to take such actions reasonably 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 Pledge Collateral Agreement with respect to such new Subsidiary (other than the Capital Stock of any Excluded Pledge Subsidiary), including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Pledge 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 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. (b) With respect to any new Excluded Subsidiary created or acquired after the Initial Amendment 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 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 of its Subsidiaries (provided that in no event shall more than 65% of the total outstanding Capital Stock of any such new Excluded Subsidiary be required to be so pledged), (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 Excluded Subsidiary, as the case may be, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Lien of the Administrative Agent xxxxxxx, and (iii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. For the avoidance of doubt, no local perfection measures shall be taken in any foreign jurisdiction.

Additional Collateral, etc. (a) With respect to any new Subsidiary (other than a Foreign Subsidiary) created or personal property acquired after the Closing Date (which, for purposes of this paragraph, shall include any existing Subsidiary that ceases to be a Foreign Subsidiary, a Management Subsidiary, an Inactive Subsidiary or an Excluded Pledge Subsidiary) directly by the Borrower or (other than any of its SubsidiariesExcluded Assets and other than any property described in clause (b) below) as to which the Collateral Trustee, for the benefit of, among others, the Lenders, does not have a perfected Lien, the Borrower shall promptly (i) execute and deliver to the Administrative Agent Collateral Trustee such amendments to the Guarantee and Pledge Agreement Security Documents or such other documents as the Administrative Agent reasonably deems necessary or advisable to grant to the Administrative AgentCollateral Trustee, for the benefit of of, among others, the Secured PartiesLenders, a security interest in such property and (ii) take all actions necessary or advisable to grant to the Collateral Trustee, for the benefit of, among others, the Lenders, a perfected first priority security interest in all of the Capital Stock of such new Subsidiary that is owned by the Borrower or any of its Subsidiariesproperty, to the extent not otherwise prohibited pursuant to any Contractual Obligation, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, if any, together with, if applicable, 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 (iii) cause such new Subsidiary (A) (other than an Excluded Guarantee Subsidiary) to become guarantor under the Guarantee and Pledge Agreement and (B) to take such actions reasonably 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 Pledge Agreement with respect to such new Subsidiary (other than the Capital Stock of any Excluded Pledge Subsidiary), including, without limitation, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Pledge Collateral Agreement or by applicable law or as may be requested by the Agent. (b) With respect to any new direct Subsidiary (other than a Subsidiary that is an Excluded Asset) created or acquired after the Closing Date by the Borrower, the Borrower shall promptly (i) execute and deliver to the Collateral Trustee such amendments to the Security Documents as the Agent deems necessary or advisable to grant to the Collateral Trustee, for the benefit of, among others, the Lenders, a perfected first priority security interest in the capital stock of such new Subsidiary, (ii) deliver to the Collateral Trustee the certificates representing such capital stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower, and (iii) if reasonably requested by the Administrative Agent, deliver to the Agent legal opinions (which may be from in-house counsel) relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Agent.

Additional Collateral, etc. With respect (a) Within 30 days after the formation or acquisition of any Additional Guarantor (or the making of a single investment or a series of related investments having a value (determined by reference to any new Net Book Value, in the case of an investment of assets) of $500,000,000 or more in the aggregate by the Borrower or a Guarantor, directly or indirectly, in a Domestic Subsidiary (other than a Foreign an Excluded Subsidiary) created that is not a Guarantor that results in such Domestic Subsidiary becoming an Additional Guarantor), the Borrower shall (or acquired shall cause the relevant Subsidiary to) (i) execute and deliver to the Existing Collateral Trustee such amendments or supplements to the Existing Collateral Security Agreement as the Administrative Agent deems necessary to grant to the Existing Collateral Trustee, for the benefit of the Existing Collateral Secured Parties, a perfected security interest in the Capital Stock of such Additional Guarantor (or Domestic Subsidiary receiving such investment(s)), (ii) deliver to the Existing Collateral Trustee the certificates, if any, representing such Capital Stock (to the extent constituting “certificated securities” under the Uniform Commercial Code), together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Existing Loan Party, and (iii) cause such Additional Guarantor (or Domestic Subsidiary receiving such investment(s)) (A) to become a party to the Existing Collateral Security Agreement, the Existing Collateral Trust Agreement and the Guarantee, (B) to take such actions as necessary to grant to the Existing Collateral Trustee for the benefit of the Existing Collateral Secured Parties a valid, perfected security interest in the Existing Collateral described in the Existing Collateral Security Agreement with respect to such Additional Guarantor (or Domestic Subsidiary receiving such investment(s)), including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by law. (b) Within 30 days after the Closing Date (which, for purposes formation or acquisition any new Foreign Subsidiary the Capital Stock of this paragraph, shall include any existing Subsidiary that ceases to be a Foreign Subsidiary, a Management Subsidiary, an Inactive Subsidiary or an Excluded Pledge Subsidiary) which is owned directly by the Borrower or any Guarantor (other than the Capital Stock of its Subsidiariesany Excluded Subsidiary or any other Subsidiary to the extent the ownership interest in such Subsidiary has a Net Book Value of $500,000,000 or less), the Borrower shall (or shall cause the relevant Subsidiary to) promptly (i) execute and deliver to the Administrative Agent such amendments or supplements to the Guarantee and Pledge Existing Collateral Security Agreement as the Existing Collateral Trustee or the Administrative Agent deems necessary or advisable to grant to the Administrative AgentExisting Collateral Trustee, for the benefit of the Existing Collateral Secured Parties, a perfected first priority security interest in all a portion of the Capital Stock of such new Foreign Subsidiary that is owned by the Borrower or such Guarantor (provided that in no event shall more than 66% of the total outstanding Voting Stock of any of such new Foreign Subsidiary be required to be so pledged unless the Borrower in its Subsidiaries, to the extent not sole discretion otherwise prohibited pursuant to any Contractual Obligation, agrees) and (ii) deliver to the Administrative Agent Existing Collateral Trustee the certificates certificates, if any, representing such Capital Stock, if any, together with, if applicable, with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Subsidiary, as the case may berelevant Guarantor, and (iii) cause such new Subsidiary (A) (other than an Excluded Guarantee Subsidiary) to become guarantor under the Guarantee and Pledge Agreement and (B) to take such actions reasonably 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 Pledge Agreement with respect to such new Subsidiary (other than the Capital Stock of any Excluded Pledge Subsidiary), including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Pledge Agreement or by applicable law or action as may be reasonably requested by the Existing Collateral Trustee or the Administrative AgentAgent in order to perfect the Existing Collateral Trustee’s security interest therein (provided that in no event shall such actions require the execution or delivery of a pledge agreement or similar instrument governed by any law other than the laws of the State of New York). (c) The Borrower shall use its commercially reasonable efforts to (i) grant to the Existing Collateral Trustee a security interest in the Capital Stock of any newly formed or after acquired joint venture (or a holding company parent thereof) owned directly by the Borrower or a Guarantor if the amount recorded by the Borrower or such Guarantor as its investment in such joint venture exceeds $250,000,000 and (ii) in the case of any domestic joint venture in which the Borrower directly or indirectly owns at least 80% of the voting or economic interest, to cause such joint venture to become a Guarantor (in each case, it being understood that such efforts shall not require any economic or other significant concession with respect the terms of such joint venture arrangements). (d) Within 60 days of the occurrence thereof, the Borrower will notify the ATVM Collateral Trustee and DOE of any changes to the name, jurisdiction of incorporation or legal form of the Borrower or any Guarantor. (e) If Ford Motor Vehicle Assurance Company, LLC is not liquidated within six months of the Financial Closing Date, the Borrower shall cause Ford Motor Vehicle Assurance Company, LLC to execute the Guarantee and become a Guarantor thereunder.

Additional Collateral, etc. (a) With respect to any personal Property acquired after the Effective Date by the Parent or any of its Subsidiaries (other than (w) any leasehold, easement or fee interest in real property, (x) any Property subject to a Lien expressly permitted by Section 7.3(g), (y) Property acquired by an Excluded Subsidiary and (z) Property acquired directly by the Parent, Holdings or SBA Senior Finance other than the Capital Stock of a Person of which any of Holdings, SBA Senior Finance or the Borrower is a Subsidiary) as to which the Administrative Agent, for the benefit of the Secured Parties, does not have a perfected Lien, 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 to grant to the Administrative Agent, for the benefit of the Secured Parties, a security interest in such Property and (ii) take all actions necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in such Property, including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement. (b) With respect to any new Subsidiary (other than a Foreign an Excluded Subsidiary) created or acquired after the Closing Effective Date (which, for the purposes of this paragraph, shall include any existing Subsidiary that ceases to be a Foreign Subsidiary, a Management Subsidiary, an Inactive Excluded Subsidiary or an Excluded Pledge Securitization Subsidiary) by the Borrower or any of its Subsidiaries, promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Pledge Collateral Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in all of the Capital Stock of such new Subsidiary that is owned by the Borrower or any of its Subsidiaries, to the extent not otherwise prohibited pursuant to any Contractual Obligation, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, if any, together with, if applicable, 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 (iii) cause such new Subsidiary (A) (other than an Excluded Guarantee Subsidiary) to become guarantor under a party to the Guarantee and Pledge Collateral Agreement and (B) to take such actions reasonably 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 Pledge Collateral Agreement with respect to such new Subsidiary (other than the Capital Stock of any Excluded Pledge Subsidiary), including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Pledge Collateral Agreement. (c) With respect to any new Excluded Subsidiary created or acquired after the 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 by applicable law or as may be reasonably requested by 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 Excluded 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 Capital Stock of any such new Excluded Subsidiary be required to be so pledged), and (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 Excluded Subsidiary, as the case may be. For the avoidance of doubt, no local perfection measures shall be taken in any foreign jurisdiction.

Additional Collateral, etc. (a) With respect to any new Subsidiary (other than a Foreign Subsidiary) created or property acquired after the Closing Date by any Loan Party (whichother than (x) any property described in paragraph (b), (c) or (d) below and (y) property acquired by any Excluded Foreign Subsidiary) as to which the Collateral Trustee, for purposes the benefit of this paragraphthe Lenders and the Administrative Agent and any other Priority Lien Secured Parties (as defined in the Collateral Trust Agreement), shall include any existing Subsidiary that ceases to be does not have a Foreign Subsidiary, a Management Subsidiary, an Inactive Subsidiary or an Excluded Pledge Subsidiary) by the Borrower or any of its Subsidiariesperfected Lien, promptly (i) execute and deliver to the Collateral Trustee and the Administrative Agent such amendments to agreements and documents, and take such other actions, as may be required by the terms and conditions of the Guarantee and Pledge Agreement as Collateral Agreement, that the Collateral Trustee or the Administrative Agent reasonably deems necessary or advisable to grant to the Administrative AgentCollateral Trustee, for the benefit of the Lenders and the Administrative Agent and any other Priority Lien Secured Parties, a security interest in such property to the extent required by the terms and conditions of the Guarantee and Collateral Agreement, and (ii) take all actions necessary or reasonably advisable to grant to the Collateral Trustee, for the benefit of the Lenders and the Administrative Agent and any other Priority Lien Secured Parties, a perfected first priority security interest in all of the Capital Stock of such new Subsidiary that is owned by the Borrower or any of its Subsidiariesproperty, to the extent not otherwise prohibited pursuant to any Contractual Obligation, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, if any, together with, if applicable, 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 (iii) cause such new Subsidiary (A) (other than an Excluded Guarantee Subsidiary) to become guarantor under the Guarantee and Pledge Agreement and (B) to take such actions reasonably 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 Pledge Agreement with respect to such new Subsidiary (other than the Capital Stock of any Excluded Pledge Subsidiary), including, without limitation, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Pledge Collateral Agreement or by applicable law or as may be reasonably requested by the Administrative Agent. Notwithstanding the foregoing, no such actions shall be required in respect of assets as to which the Administrative Agent shall determine in the exercise of its reasonable credit judgment that the costs of obtaining a Lien thereon are excessive in relation to the value of the security to be afforded thereby. (b) With respect to (i) any fee interest in any real property acquired in one or a series of transactions after the Closing Date by the Borrower or any other Loan Party (including any such real property owned by any new Subsidiary Guarantor acquired after the Closing Date and excluding any such real property owned by an Excluded Foreign Subsidiary) or (ii) subject to the related Loan Party obtaining the required landlord consent and other documentation (including, without limitation, recorded leases or recorded memoranda of leases) (provided that each Loan Party shall use commercially reasonable efforts to obtain such consent and other documentation), any ground lease interest in any real property acquired or leased (including any ground lease property interest owned by any new Subsidiary Guarantor acquired after the Closing Date or any ground lease property interest with respect to which a required landlord consent is granted after the Closing Date) in one or a series of transactions after the Closing Date by the Borrower or any other Loan Party, no later than 45 days after the date the applicable interest in real property is acquired (or such later date as agreed to by the Administrative Agent in its sole discretion) (1) execute and deliver a first priority Mortgage (or leasehold Mortgage, as applicable) in favor of the Collateral Trustee, for the benefit of the Priority Lien Secured Parties (as defined in the Collateral Trust Agreement), covering such real property or ground lease interest, (2) if requested by the Administrative Agent, provide the Collateral Trustee with (x) title and extended coverage insurance covering such real property in an amount at least equal to the purchase price or construction cost of such real property or ground lease interest (or such other amount as shall be reasonably specified by the Administrative Agent, but in no event in excess of the insurable value thereof) and (y) any consents, waivers or estoppels reasonably deemed necessary or advisable by the Administrative Agent in connection with such Mortgage (or leasehold Mortgage, as applicable) and that the Borrower can obtain using commercially reasonable efforts, each of the foregoing in form and substance reasonably satisfactory to the Administrative Agent, (3) 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 (4) comply with Section 5.1(k)(iii) with respect to such Mortgaged Property. Notwithstanding the foregoing, no such actions shall be required in respect of such real property or ground lease interest having a Fair Market Value less than $1,000,000 or as to which the Administrative Agent shall otherwise determine in the exercise of its reasonable credit judgment that the costs of obtaining a Lien thereon are excessive in relation to the value of the security to be afforded thereby. (c) With respect to any new Subsidiary (other than (x) an Excluded Foreign Subsidiary, (y) an Immaterial Subsidiary, or (z) a non-Wholly Owned Subsidiary which is prohibited from becoming a Subsidiary Guarantor by the terms of any Requirement of Law (including any duty owed thereunder) or Contractual Obligation binding on or applicable to such non-Wholly Owned Subsidiary or the holders of its Capital Stock) created or acquired after the Closing Date by any Group Member (which, for the purposes of this paragraph (c), shall include any existing Subsidiary that ceases to be an Excluded Foreign Subsidiary or an Immaterial Subsidiary), or any other Subsidiary designated by the Borrower to become a Subsidiary Guarantor, promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent reasonably deems necessary or advisable to grant to the Collateral Trustee, for the benefit of the Lenders and the Administrative Agent, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by any Group Member, (ii) deliver to the Collateral Trustee the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Group Member, (iii) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, (B) to take such actions necessary or advisable to grant to the Collateral Trustee for the benefit of the Lenders and the Administrative Agent a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent and (C) to deliver to the Administrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit F, with appropriate insertions and attachments, and (iv) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no such actions shall be required in respect of such assets as to which the Administrative Agent shall determine in the exercise of its reasonable credit judgment that the costs of obtaining a Lien thereon are excessive in relation to the value of the security to be afforded thereby. (d) With respect to any new Excluded Foreign Subsidiary created or acquired after the Closing Date by any Group Member (other than by any Group Member that is an Excluded Foreign Subsidiary), promptly (i) execute and deliver to the Collateral Trustee such amendments to the Guarantee and Collateral Agreement as the Administrative Agent reasonably deems necessary or advisable to grant to the Collateral Trustee, for the benefit of the Lenders and the Administrative Agent, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by any such Group Member (provided that in no event shall more than 66% of the total outstanding voting Capital Stock and 100% of the total outstanding non-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 relevant Group Member, as the case may be, and take such other action as may be necessary or, as reasonably determined by the Administrative Agent, desirable to perfect the Collateral Trustee’s security interest therein, 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. Notwithstanding the foregoing, no such actions shall be required in respect of such assets as to which the Administrative Agent shall determine in the exercise of its reasonable credit judgment that the costs of obtaining a Lien thereon are excessive in relation to the value of the security to be afforded thereby.

Additional Collateral, etc. (a) With respect to any new Subsidiary (other than a Foreign Subsidiary) created or personal Property acquired after the Closing Date (which, for purposes of this paragraph, shall include any existing Subsidiary that ceases to be a Foreign Subsidiary, a Management Subsidiary, an Inactive Subsidiary or an Excluded Pledge Subsidiary) by the Borrower or any of its SubsidiariesRestricted Subsidiaries constituting possessory collateral required to be delivered to Administrative Agent pursuant to any other provision hereof or any other Loan Document, and any collateral accounts required to be created under this Agreement or any other Loan Document (but specifically excluding (x) any Collateral described in clauses (c) or (d) of this Section 5.9, (y) any Collateral subject to a Lien expressly permitted by Sections 6.3(f) and 6.3(g) (but only for so long as so subject), and (z) Collateral acquired by an Excluded Foreign Subsidiary or a U.S. Holding Company), as to which Administrative Agent, for the benefit of the Secured Parties, does not have a perfected security interest, promptly (and, in any event, within 30 days (or such later date as may be permitted by the Administrative Agent) following the date of such acquisition): (i) execute and deliver to the Administrative Agent such amendments to the Guarantee Guaranty and Pledge Collateral Agreement or such other documents as the Administrative Agent deems necessary or advisable to grant to Administrative Agent, for the benefit of the Secured Parties, a security interest in such Collateral, and (ii) take all actions necessary or advisable to grant to Administrative Agent, for the benefit of the Secured Parties, a perfected first priority First Priority security interest in all such Collateral, including the filing of UCC financing statements in such jurisdictions as may be required by the Guaranty and Collateral Agreement or as may be requested by Administrative Agent. (b) Borrower shall, at the request of Requisite Lenders, from time to time deliver to Administrative Agent such appraisals of Mortgaged Property as are required by Requirements of Law with respect to which Administrative Agent has been granted a Lien. (c) With respect to any wholly-owned Subsidiary (other than (w) an Excluded Foreign Subsidiary or U.S. Holding Company, (x) any Unrestricted Subsidiary created or acquired pursuant to an Investment made in accordance with Section 6.8(j), 6.8(k) or 6.8(q), (y) any UA Subsidiary solely to the extent no UA Subsidiary Guaranty Trigger has occurred, or (z) any Restricted Subsidiary with total assets having a fair market value of less than $5,000 (but only until such time as such Restricted Subsidiary has or acquires assets with a fair market value of $5,000 or more, or becomes an obligor with respect to any other Indebtedness)) created or acquired after the Closing Date (which, for the purposes of this Section 5.9(c), shall include (i) any existing Subsidiary that ceases to be an Excluded Foreign Subsidiary or a U.S. Holding Company, or ceases to be an Unrestricted Subsidiary and becomes a Restricted Subsidiary, (ii) each UA Subsidiary as soon as a UA Subsidiary Guaranty Trigger has occurred, or (iii) any Restricted Subsidiary that ceases to meet the requirements of clause (z) above) by Borrower or any of its Restricted Subsidiaries: (A) promptly (and, in any event, within 90 days (or such later date as may be permitted by the Administrative Agent in its sole discretion) following such creation, acquisition or other event described above) (i) execute and deliver to Administrative Agent such amendments to the Guaranty and Collateral Agreement, if any, as Administrative Agent deems necessary or advisable to grant to Administrative Agent, for the benefit of the Secured Parties, a perfected First Priority security interest in the Capital Stock of such new Subsidiary that is owned by the Borrower or any of its Restricted Subsidiaries, to the extent not otherwise prohibited pursuant to any Contractual Obligation, (ii) deliver to the Administrative Agent the certificates (if any) representing such Capital Stock, if any, together with, if applicable, with undated stock powers, indorsed in blank, executed blank and delivered by a duly authorized officer an Authorized Officer of the Borrower or such Restricted Subsidiary, as the case may be, and (iii) cause such new Subsidiary (A) (other than an Excluded Guarantee Subsidiary) to become guarantor under party to the Guarantee Guaranty and Pledge Collateral Agreement as a Guarantor thereunder, and (B) if requested by Administrative Agent, deliver to Administrative Agent legal opinions relating to the matters described, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to Administrative Agent. (d) With respect to any new Excluded Foreign Subsidiary or U.S. Holding Company created or acquired after the Closing Date by Borrower or any of its Restricted Subsidiaries, promptly (and, in any event, within 30 days (or to the extent Section 5.9(c) is applicable, such later date set forth in Section 5.9(c) by which the holder of such Capital Stock is required to take the action referenced in Section 5.9(c), or such actions reasonably later date as may be permitted by the Administrative Agent in its sole discretion) following such creation or the date of such acquisition): (i) execute and deliver to Administrative Agent such amendments to the Guaranty and Collateral Agreement as Administrative Agent deems necessary or advisable in order to grant to the Administrative Agent Agent, for the benefit of the Secured Parties Parties, a perfected first priority First Priority security interest in the Collateral described in the Guarantee and Pledge Agreement with respect to Capital Stock of such new Subsidiary that is owned by Borrower or any Guarantor (other provided that, in no event shall more than 65% of the total outstanding Capital Stock of any Excluded Pledge such Subsidiary be required to be so pledged, (ii) deliver to Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, indorsed in blank and delivered by an Authorized Officer of Borrower or such Domestic Subsidiary), includingas the case may be, without limitation, the filing of Uniform Commercial Code financing statements in and take such jurisdictions other action as may be required necessary or, in the opinion of Administrative Agent, desirable to perfect the security interest of Administrative Agent thereon, and (iii) if requested by Administrative Agent, deliver to Administrative Agent legal opinions relating to the Guarantee matters described above, which opinions shall be in form and Pledge Agreement substance, and from counsel, reasonably satisfactory to Administrative Agent. (e) Notwithstanding anything to the contrary in this Section 5.9, clauses (a), (b), (c) and (d) of this Section 5.9 shall not apply to any Property, new Subsidiary, new Excluded Foreign Subsidiary or by applicable law new U.S. Holding Company created or acquired after the Closing Date, as may be applicable, as to which Administrative Agent has determined in its sole discretion that the collateral value thereof is insufficient to justify the difficulty, time and/or expense of obtaining a perfected security interest therein. (f) If, at any time on or after the Closing Date, Parent is a guarantor of any Indebtedness (except Indebtedness incurred hereunder) of Borrower or any of its Subsidiaries, (i) within five (5) Business Days of the date on which Parent guarantees such Indebtedness (or such other period as is acceptable to the Administrative Agent in its discretion), Borrower shall cause Parent to execute and deliver, and Parent shall execute and deliver, the Parent Guaranty, (ii) Parent and Borrower shall take such other actions as are reasonably requested by the Administrative AgentAgent to ensure the guaranty, on an unsecured basis, by Parent of the Obligations, and (iii) Parent and Borrower shall deliver or cause to be delivered to the Administrative Agent all such instruments and documents (including legal opinions, signature and incumbency certificates, organizational documents, resolutions and good standing certificates) as the Administrative Agent shall reasonably request to evidence compliance with this Section 5.9(f). Each other Secured Party hereby authorizes the Administrative Agent to enter into the Parent Guaranty and any such other documents on its behalf without notice to, or vote or consent of, any such Secured Party.

Additional Collateral, etc. (a) With respect to any new property acquired after the Restatement Effective Date by the Parent Borrower or any Domestic Subsidiary (other than (x) real property and fixtures, (y) any property described in paragraph (b) or (c) below and (z) any property subject to a Foreign SubsidiaryLien expressly permitted by Section 7.3(g)) created or acquired after as to which the Closing Date (whichAdministrative Agent, for purposes the benefit of this paragraphthe Lenders, shall include any existing Subsidiary that ceases to be does not have a Foreign Subsidiary, a Management Subsidiary, an Inactive Subsidiary or an Excluded Pledge Subsidiary) by the Borrower or any of its Subsidiariesperfected Lien, promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Pledge Collateral Agreement or such other documents as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a security interest in such property and (ii) take all actions necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent. (b) With respect to any new Domestic Subsidiary created or acquired after the Restatement Effective Date by any Group Member (other than (x) any Domestic Subsidiary of a Foreign Subsidiary acquired pursuant to an Investment permitted by Section 7.8, unless and until such Domestic Subsidiary subsequently becomes a direct Subsidiary of the Parent Borrower or another Domestic Subsidiary and (y) any Receivables Entity), promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured PartiesLenders, a perfected first priority security interest in all of the Capital Stock of such new Subsidiary that is directly owned by the Parent Borrower or any of its Subsidiaries, to the extent not otherwise prohibited pursuant to any Contractual Obligationa Domestic Subsidiary, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, if any, together with, if applicable, with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Subsidiaryrelevant Group Member, as the case may be, and (iii) cause such new Subsidiary (A) (other than an Excluded Guarantee Subsidiary) to become guarantor under a party to the Guarantee and Pledge Agreement and Collateral Agreement, (B) to take such actions reasonably necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties Lenders a perfected first priority security interest in the Collateral described in the Guarantee and Pledge Collateral Agreement with respect to such new Subsidiary (other than the Capital Stock of any Excluded Pledge Subsidiarysubject only to Liens expressly permitted by Section 7.3), including, without limitation, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Pledge Collateral Agreement or by applicable law or as may be reasonably requested by the Administrative Agent and (C) to deliver to the Administrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit C, with appropriate insertions and attachments, and (iv) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. (c) With respect to any Foreign Subsidiary that is a direct Subsidiary of the Parent Borrower or any Domestic Subsidiary (other than any Excluded Foreign Subsidiary), 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 Foreign Subsidiary that is directly owned by the Parent Borrower or a Domestic Subsidiary (provided that in no event shall more than 65% (or, in the case of Xxxxx Germany, 64.93%) of the total outstanding voting Capital Stock of any such Foreign Subsidiary be required to be so pledged), (ii) deliver to the Administrative Agent any certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Group Member, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein, 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. The Parent Borrower shall, promptly after delivery of any financial statements pursuant to Section 6.1, cause to be taken the actions described in this paragraph to the extent necessary to ensure that the percentage of Consolidated Total Revenue for the four-quarter period ending on the date of such financial statements contributed by the Excluded Foreign Subsidiaries does not exceed 10%, provided that such percentage may exceed 10% if the Excluded Foreign Subsidiaries consist exclusively of Foreign Subsidiaries as to which such actions may not be taken due to applicable Requirements of Law. (d) Notwithstanding anything to the contrary in this Section 6.9 or any other Loan Document, the Administrative Agent and the Lenders shall not have Liens on (and shall, at the request and expense of the Parent Borrower, timely release any Liens on): (i) the assets transferred to a Receivables Entity and assets of such Receivables Entity and (ii) if the documentation relating to the Receivables securitization to which such Receivables Entity is a party expressly prohibits such a Lien, the Capital Stock or debt (whether or not represented by promissory notes) of or issued by a Receivables Entity to any Group Member, in either case in connection with a Qualified Receivables Transaction, as applicable.

Additional Collateral, etc. (a) With respect to any personal Property acquired after the Closing Date by the Borrower or any of its Subsidiaries (other than (x) any leasehold, easement or fee interest in real property, (x) any Property subject to a Lien expressly permitted by Section 7.3(g) and (z) Property acquired by an Excluded Subsidiary) as to which the Administrative Agent, for the benefit of the Secured Parties, does not have a perfected Lien, 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 to grant to the Administrative Agent, for the benefit of the Secured Parties, a security interest in such Property and (ii) take all actions necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in such Property, including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent. (b) With respect to any new Subsidiary (other than a Foreign 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 a Foreign Subsidiary, a Management Subsidiary, an Inactive Subsidiary or an Excluded Pledge Subsidiary) by the Borrower or any of its Subsidiaries, promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Pledge Collateral Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in all of the Capital Stock of such new Subsidiary that is owned by the Borrower or any of its Subsidiaries, to the extent not otherwise prohibited pursuant to any Contractual Obligation, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, if any, together with, if applicable, 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 (iii) cause such new Subsidiary (A) (other than an Excluded Guarantee Subsidiary) to become guarantor under a party to the Guarantee and Pledge Collateral Agreement and (B) to take such actions reasonably 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 Pledge Collateral Agreement with respect to such new Subsidiary (other than the Capital Stock of any Excluded Pledge Subsidiary), including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Pledge 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 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. (c) With respect to any new Excluded Subsidiary created or acquired after the Closing 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 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 of its Subsidiaries (provided that in no event shall more than 65% of the total outstanding Capital Stock of any such new Excluded Subsidiary be required to be so pledged), (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 Excluded Subsidiary, as the case may be, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Lien of the Administrative Agent thereon, and (iii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. For the avoidance of doubt, no local perfection measures shall be taken in any foreign jurisdiction.

Additional Collateral, etc. With respect (a) Within 30 days after the formation or acquisition of any Additional Subsidiary Guarantor (or the making of a single investment or a series of related investments having a value (determined by reference to any new Net Book Value, in the case of an investment of assets) of $250,000,000 or more in the aggregate by the Company or a Subsidiary Guarantor, directly or indirectly, in a Domestic Subsidiary (other than a Foreign an Excluded Subsidiary) created that is not a Subsidiary Guarantor or acquired after the Closing Date (which, for purposes acquisition of this paragraph, shall include any existing Subsidiary that ceases to be property or assets by a Foreign Domestic Subsidiary, a Management Subsidiaryin each case, that results in such Domestic Subsidiary becoming an Inactive Additional Subsidiary Guarantor), the Company shall (or an Excluded Pledge Subsidiaryshall cause the relevant Subsidiary to) by the Borrower or any of its Subsidiaries, promptly (i) execute and deliver to the Administrative Agent Collateral Trustee such amendments or supplements to the Guarantee and Pledge Security Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative AgentCollateral Trustee, for the benefit of the Secured Parties, a perfected first priority security interest in all of the Capital Stock of such new Additional Subsidiary that is owned by the Borrower Guarantor (or any of its Subsidiaries, to the extent not otherwise prohibited pursuant to any Contractual ObligationDomestic Subsidiary receiving such investment(s) or acquiring such property or assets), (ii) deliver to the Administrative Agent Collateral Trustee the certificates representing such Capital Stockcertificates, if any, representing such Capital Stock (to the extent constituting “certificated securities” under the applicable UCC), together with, if applicable, with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Subsidiary, as the case may berelevant Loan Party, and (iii) cause such new Additional Subsidiary Guarantor (or Domestic Subsidiary receiving such investment(s) or acquiring such property or assets) (A) (other than an Excluded Guarantee Subsidiary) to become guarantor under a party to the Security Agreement, the Guarantee and Pledge the Collateral Trust Agreement and (B) to take such actions reasonably as are necessary or advisable to grant to the Administrative Agent Collateral Trustee for the benefit of the Secured Parties a valid, perfected first priority security interest in the Collateral described in the Guarantee and Pledge Security Agreement with respect to such new Additional Subsidiary Guarantor (other than the Capital Stock of any Excluded Pledge Subsidiaryor Domestic Subsidiary receiving such investment(s) or acquiring such property or assets), including, without limitation, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by law. (b) Within 30 days after the Guarantee formation or acquisition of any new Foreign Subsidiary the Capital Stock of which is owned directly by the Company or any Subsidiary Guarantor (other than the Capital Stock of any Excluded Subsidiary or any other Subsidiary to the extent the ownership interest in such Subsidiary has a Net Book Value of $250,000,000 or less), the Company shall (or shall cause the relevant Subsidiary Guarantor to) promptly (i) execute and Pledge deliver to the Administrative Agent such amendments or supplements to the Security Agreement as the Collateral Trustee or the Administrative Agent deems necessary to grant to the Collateral Trustee, for the benefit of the Secured Parties, a perfected security interest in a portion of the Capital Stock of such new Foreign Subsidiary that is owned by applicable law the Company or such Subsidiary Guarantor (provided that in no event shall more than 66% of the total outstanding Voting Stock of any such new Foreign Subsidiary be required to be so pledged unless the Company in its sole discretion otherwise agrees), and (ii) deliver to the Collateral Trustee 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 Company or the relevant Subsidiary Guarantor, and take such other action as may be reasonably requested by the Collateral Trustee or the Administrative AgentAgent in order to perfect the Collateral Trustee’s security interest therein including the execution and delivery of a pledge agreement governed by the law of the jurisdiction in which such Foreign Subsidiary is domiciled. (c) The Company shall use its commercially reasonable efforts to (i) grant to the Collateral Trustee, for the benefit of the Secured Parties, a security interest in the Capital Stock 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 $250,000,000 and (ii) in the case of any domestic JV Subsidiary in which the Company directly or indirectly owns at least 80% of the voting or economic interest, 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 adverse tax consequences with respect the terms or structure of such joint venture arrangements). (d) Within 30 days after the occurrence thereof, the Company will notify the Collateral Trustee and the Administrative Agent of any changes to the name, jurisdiction of incorporation or formation or legal form of the Company or any Subsidiary Guarantor. (e) The Company shall use reasonable efforts to deliver to the Administrative Agent no later than 180 days after the Closing Date each of the items described on Schedule 5.7(e) (collectively the “Post-Closing Deliverables”) and each Real Estate Deliverable. If any of the Post-Closing Deliverables or Real Estate Deliverables are not provided within such 180-day period (i) the Borrowing Base will be reduced by the Eligible Value of the Capital Stock for which a Post-Closing Deliverable is outstanding or by the Eligible Value of the Eligible P&E for which a Real Estate Deliverable is outstanding and no Default or Event of Default shall be deemed to have occurred as a result thereof, and (ii) the Applicable Margin shall be increased by 0.25% until such time as all outstanding Post-Closing Deliverables are delivered. (f) The Company shall promptly take such steps as the Administrative Agent may reasonably request in order to grant, preserve, protect and perfect the validity and priority of the security interests created or intended to be created in the Collateral. Notwithstanding anything to the contrary herein or in any other Loan Document, neither the Company nor any Subsidiary Guarantor shall be required to perfect the security interests granted by it in any Collateral by any means other than by (a) execution, delivery and recordation of a Mortgage, (b) filings pursuant to the UCC of the relevant State(s) (including with respect to fixtures covered by any Mortgage) or equivalent filings under local jurisdictions to the extent required with respect to the pledge of the Capital Stock of any Foreign Subsidiary, (c) delivery to the Collateral Trustee to be held in its possession of each promissory note listed on Schedule 4.1(g), together with an undated endorsement for each such promissory note executed in blank by a duly authorized officer of the pledgor thereof, and, to the extent certificated and constituting “certificated securities” under the UCC, Capital Stock listed on Schedule 3.13(a) or required to be pledged pursuant to Section 5.7(a), together with an undated stock power for each such certificate executed in blank by a duly authorized officer of the pledgor thereof, (d) delivery of each other promissory note or certificated Capital Stock and constituting “certificated securities” under the UCC constituting Collateral to the extent such promissory note evidences Indebtedness, or such Capital Stock has a Net Book Value, in excess of $250,000,000, together with an undated endorsement or stock power for each such promissory note or certificate, as applicable, executed in blank by a duly authorized officer of the pledgor thereof and (e) filing with the United States Patent and Trademark Office and the United States Copyright office, as the case may be, against any registered trademarks, patents and copyrights listed on Schedule 1.1F. (g) By June 30 and December 31 of each year, the Company shall deliver to the Administrative Agent and the Collateral Trustee a notice containing a list of all patents and trademarks registered by the Company or any Loan Party at the United States Patent and Trademark Office since the last such notice was delivered (or in the case of the first notice, since the Closing Date), and shall take such steps as the Administrative Agent may reasonably request in order to perfect the security interests granted in such Collateral by filing against such patents and trademarks at the United States Patent and Trademark Office. (h) At the request of the Company and notwithstanding Section 9.1(a), the Administrative Agent shall negotiate with the Company in good faith to amend Schedule 1.1B to include a Borrowing Base Amount calculation for any asset of the Company or any Subsidiary that does not have a Borrowing Base Amount at the time such asset becomes Collateral (including the Advance Percentage related thereto and any eligibility or other requirements the Administrative Agent deems reasonably necessary for a determination thereof consistent with the criteria used in determining Borrowing Base Amounts as of the Closing Date). (i) With respect to any fee interest in any real property having a value (together with improvements thereof) of at least $20,000,000 acquired after the Closing Date by any Loan Party (other than (x) any such real property subject to a Lien expressly permitted by clause (h) of the definition of Permitted Liens or (y) dealership properties), promptly (i) execute and deliver a first (and second) priority Mortgages, in favor of the Collateral Trustee covering such real property, (ii) if requested by the Administrative Agent or the Collateral Trustee, provide (x) title and extended coverage insurance covering such real property in an amount at least equal to the purchase price of such real property (or such other amount as shall be reasonably specified by the Administrative Agent or the Collateral Trustee) as well as a current ALTA survey thereof, together with a surveyor’s certificate and (y) any consents or estoppels reasonably deemed necessary or advisable by the Administrative Agent or the Collateral Trustee in connection with such Mortgage, each of the foregoing in form and substance reasonably satisfactory to the Administrative Agent and Collateral Trustee and (iii) if requested by the Collateral Trustee, deliver to the Collateral Trustee legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Trustee. (j) Notwithstanding anything to the contrary herein, in no case shall a Person be required to grant a security interest in any stock of a CFC (other than 100% of the nonvoting stock (if any) and 65% of the Voting Stock of a first-tier CFC). (k) If any Loan Party shall obtain an interest in any Commercial Tort Claim (as defined in the Security Documents) with a potential value in excess of $100,000,000, such Loan Party shall within 30 days after obtaining such interest sign and deliver documentation acceptable to the Administrative Agent granting a security interest to the Collateral Trustee under the terms and provisions of the Security Agreement in and to such Commercial Tort Claim.

Additional Collateral, etc. (a) With respect to any new Subsidiary property acquired after the Restatement Date by any Loan Party (other than (x) any property described in paragraph (b) below or (y) any property subject to a Foreign SubsidiaryLien expressly permitted by Section 6.2(f)) created or acquired after as to which the Closing Date (whichAgent, for purposes the benefit of this paragraph, shall include any existing Subsidiary that ceases to be the Lenders does not have a Foreign Subsidiary, a Management Subsidiary, an Inactive Subsidiary or an Excluded Pledge Subsidiary) by the Borrower or any of its Subsidiariesperfected Lien, promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee Security Agreement or Mortgages and Pledge Agreement such other documents as the Administrative Agent deems are necessary or advisable or required by applicable law to grant to the Administrative Agent, for the benefit of the Secured PartiesLenders, a security interest in such property and (ii) take all actions necessary or advisable or required by applicable law to grant to the Agent, for the benefit of the Lenders, a perfected first priority security interest in all of the Capital Stock of such new Subsidiary that is owned by the Borrower or any of its Subsidiariesproperty, to the extent not otherwise prohibited pursuant to any Contractual Obligation, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, if any, together with, if applicable, 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 (iii) cause such new Subsidiary (A) (other than an Excluded Guarantee Subsidiary) to become guarantor under the Guarantee and Pledge Agreement and (B) to take such actions reasonably 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 Pledge Agreement with respect to such new Subsidiary (other than the Capital Stock of any Excluded Pledge Subsidiary), including, without limitation, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Pledge Security Agreement or by applicable law or as may be reasonably requested by the Administrative Required Lenders. (b) With respect to any After-Acquired Property, promptly (i) deliver an amended and restated version of Schedule 1.1B which shall include a legal description of such After-Acquired Property, (ii) unless directed otherwise by the Agent, deliver a Phase I environmental assessment with respect to such After-Acquired Property, (iii) execute and deliver a first priority Mortgage, in favor of the Agent, for the benefit of the Lenders, covering such After-Acquired Property, (iv) provide the Agent with (x) title and extended coverage insurance covering such After-Acquired 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 Required Lenders) and (y) any consents and estoppels necessary or advisable or required by applicable law in connection with such Mortgage, each of the foregoing in form, scope and substance reasonably satisfactory to the Required Lenders and (v) deliver to the Agent legal opinions relating to matters described above, which opinions shall be in form, scope and substance, and from counsel, reasonably satisfactory to the Required Lenders. Notwithstanding anything to the contrary contained herein or in the UCC, the Agent shall not have any obligation to (i) prepare, record, file, re-record, or re-file any financing statement, perfection statement, continuation statement or other instrument in any public office or for otherwise ensure the perfection, maintenance, priority or enforceability of any security interest granted pursuant to, or contemplated by, any Loan Document, (ii) take any necessary steps to preserve rights against any parties with respect to any Collateral, or (iii) take any action to protect against any diminution in value of the Collateral.

Additional Collateral, etc. i. [Reserved]. ii. With respect to any fee interest in any Material Real Property acquired after the Closing Date by any Loan Party (other than Excluded Real Property), within 90 days (or such later date as may be agreed by the Administrative Agent) (i) give notice of such acquisition to the Collateral Agent and promptly execute and deliver a first priority Mortgage (subject to liens permitted by Section 7.3) in favor of the Collateral Agent for the benefit of the Secured Parties, covering such Real Property (provided that no Mortgage nor survey shall be required if the Administrative Agent determines in consultation with the Borrower that the costs of obtaining such Mortgage or survey are excessive in relation to the value of the security to be afforded thereby), (ii) if reasonably requested by the Collateral Agent (A) provide the Lenders with a lenders’ title insurance policy with extended coverage covering such Real Property in an amount at least equal to the purchase price of such Real Property (or such other amount as shall be reasonably specified by the Collateral Agent) as well as a current ALTA survey thereof, together with a surveyor’s certificate unless the title insurance policy referred to above shall not contain an exception for any matter shown by a survey (except to the extent an existing survey has been provided and specifically incorporated into such title insurance policy), each in form and substance reasonably satisfactory to the Collateral Agent, (B) use commercially reasonable efforts to obtain any consents or estoppels reasonably deemed necessary by the Collateral Agent, in connection with such Mortgage, each of the foregoing in form and substance reasonably satisfactory to the Collateral Agent and (C) provide to the Administrative Agent a “Life-of-Loan” Federal Emergency Management Agency standard flood hazard determination and if any portion of the improvements on the owned Property is currently or at any time in the future identified by the Federal Emergency Management Agency as an area having special flood hazards and in which flood insurance has been made available under the Flood Insurance Laws, (x) a notice about special flood hazard area status and flood disaster assistance duly executed by the Borrower or applicable Subsidiary Guarantor and (y) certificates of coverage under, and a declaration page relating to, the insurance policies required by Section 6.5(d) in form and substance satisfactory to the 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. iii. With respect to any new Domestic Subsidiary (other than a Foreign 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 a Foreign Subsidiary, a Management Subsidiary, an Inactive Subsidiary or an Excluded Pledge Subsidiary) by any Loan Party, within 60 days (or such later date as may be agreed by the Borrower or any of its Subsidiaries, promptly Administrative Agent) (i) give notice of such acquisition or creation to the Collateral Agent and, if requested by the Collateral Agent, execute and deliver to the Administrative Collateral Agent such amendments to the Guarantee and Pledge Collateral Agreement or such other documents as the Administrative Collateral Agent reasonably deems necessary or advisable to grant to the Administrative Agent, Collateral Agent for the benefit of the Secured Parties, 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 all of the Capital Stock of such new Subsidiary that is owned by the Borrower or any of its Subsidiaries, to the extent not otherwise prohibited pursuant to any Contractual Obligationsuch Loan Party, (ii) deliver to the Administrative Collateral Agent the certificates certificates, if any, representing such Capital Stock, if any, together with, if applicable, with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such SubsidiaryLoan Party, as the case may be, and (iii) cause such new Subsidiary (A) (other than an Excluded Guarantee Subsidiary) to become guarantor under a party to the Guarantee and Pledge Collateral Agreement and (B) to take such actions reasonably necessary or advisable to grant to the Administrative Collateral Agent for the benefit of the Secured Parties a perfected first priority security interest (to the extent required by the Security Documents and with the priority required by Section 4.17) in the Collateral described in the Guarantee and Pledge Collateral Agreement with respect to such new Subsidiary (other than the Capital Stock of any Excluded Pledge Subsidiary), including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Pledge Collateral Agreement or by applicable law or as may be reasonably requested by the Collateral Agent and (iv) upon the reasonable request of the Collateral Agent, deliver to the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance similar to the opinions delivered at the Closing Date. iv. With respect to any Capital Stock of any new First Tier Foreign Subsidiary or Foreign Subsidiary Holding Company (other than Excluded Capital Stock) that is created or acquired after the Closing Date by any Loan Party, within 60 days (or such later date as may be agreed by the Administrative Agent) (i) give notice of such acquisition or creation to the Collateral Agent and, if requested by the Collateral Agent, execute and deliver to the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Collateral Agent deems necessary or reasonably advisable in order to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected security interest (to the extent required by the Security Documents and with the priority required by Section 4.17) in the Capital Stock of such new Subsidiary (other than any Excluded Capital Stock) that is owned by such Loan Party and (ii) deliver to the Collateral Agent the certificates, if any, representing such Capital Stock (other than any Excluded Capital Stock), together with undated stock powers, in blank, executed and delivered by a duly authorized officer of such Loan Party, and take such other action as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect or ensure appropriate priority the Lien of the Collateral Agent thereon. v. Notwithstanding anything in this Section 6.8 to the contrary, neither the Borrower nor any of its Restricted Subsidiaries shall be required to take any actions in order to perfect the security interest in the Collateral granted to the Collateral Agent for the ratable benefit of the Secured Parties under the laws of any jurisdiction outside the United States. vi. Notwithstanding the foregoing, to the extent any new Restricted Subsidiary is created solely for the purpose of consummating a merger transaction pursuant to an acquisition permitted by Section 7.7, and such new Subsidiary at no time holds any assets or liabilities other than any merger consideration contributed to it contemporaneously with the closing of such merger transaction, such new Subsidiary shall not be required to take the actions set forth in Section 6.8(c) or 6.8(d), as applicable, until the respective acquisition is consummated. vii. From time to time the Loan Parties shall execute and deliver, or cause to be executed and delivered, such additional instruments, certificates or documents, and take all such actions, as the Collateral Agent may reasonably request for the purposes implementing or effectuating the provisions of this Agreement and the other Loan Documents, or of renewing the rights of the Secured Parties with respect to the Collateral as to which the Collateral Agent, for the ratable benefit of the Secured Parties, has a perfected Lien pursuant hereto or thereto, including, without limitation, filing any financing or continuation statements or financing change statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created thereby. Notwithstanding the foregoing, the provisions of this Section 6.8 shall not apply to assets as to which the Administrative Agent and the Borrower shall reasonably determine that the costs and burdens of obtaining a security interest therein or perfection thereof outweigh the value of the security afforded thereby.

Additional Collateral, etc. (a) With respect to any real or personal property acquired after the date hereof by any Obligor which would have been Collateral had it been owned by such Obligor on the date hereof, including any entity that becomes an Obligor hereafter pursuant to Section 4.11(b), (other than any property described in paragraph (b) or (c) of this Section) as to which the Collateral Trustee, for the benefit of the Secured Parties, does not have a perfected Lien, promptly (i) execute and deliver to the Collateral Trustee such amendments to this Agreement or such other documents as necessary or advisable to grant to the Collateral Trustee, for the benefit of the Secured Parties, a security interest in such property and (ii) take all actions necessary or advisable to grant to the Collateral Trustee, for the benefit of the Secured Parties, a perfected security interest (as provided in this Agreement) in such property, including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by this Agreement or by law or as may be reasonably requested by the Collateral Trustee. (b) With respect to any new Subsidiary (other than an Excluded Foreign Subsidiary, an Insurance Company, a Foreign Finance Company or an Inactive Subsidiary) created or acquired after the Closing Date date hereof (which, for the purposes of this paragraph, shall include (x) any existing Subsidiary that ceases to be a an Excluded Foreign Subsidiary, a Management Subsidiary, Subsidiary or an Inactive Subsidiary or an Excluded Pledge Subsidiaryand (y) any Risk Management Subsidiary that becomes a Wholly-Owned Subsidiary of the Company), by the Borrower Company or any of its Subsidiaries, promptly (i) execute and deliver to the Administrative Agent Collateral Trustee such amendments to the Guarantee and Pledge this Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative AgentCollateral Trustee, for the benefit of the Secured Parties, a perfected first priority security interest (as provided in all of this Agreement) in the Capital Stock of such new Subsidiary that is owned by the Borrower Company or any of its Subsidiaries, to the extent not otherwise prohibited pursuant to any Contractual Obligation, (ii) deliver to the Administrative Agent Collateral Trustee (or any bailee appointed or approved by the Collateral Trustee) the certificates representing such Capital Stock, if any, together with, if applicable, with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower Company or such Subsidiary, as the case may be, and (iii) cause such new Subsidiary (A) (other than an Excluded Guarantee Subsidiary) to become guarantor under the Guarantee and Pledge a party to this Agreement and (B) to take such actions reasonably necessary or advisable to grant to the Administrative Agent Collateral Trustee for the benefit of the Secured Parties a perfected first priority security interest in the Collateral described in the Guarantee and Pledge this Agreement with respect to such new Subsidiary (other than the Capital Stock of any Excluded Pledge Subsidiary), including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Pledge this Agreement or by applicable law or as may be reasonably requested by the Administrative AgentCollateral Trustee, and (iv) if requested by the Collateral Trustee, deliver to the Collateral Trustee legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Trustee. (c) With respect to any new Excluded Foreign Subsidiary created or acquired after the date hereof by the Company or any of its Subsidiaries (other than any Excluded Foreign Subsidiaries), promptly (i) execute and deliver to the Collateral Trustee such amendments to this Agreement or such other documents as necessary or advisable in order to grant to the Collateral Trustee, for the benefit of the Secured Parties, a perfected security interest (as provided in this Agreement) in the Capital Stock of such new Subsidiary that is owned by the Company or any of its Subsidiaries (other than any Excluded Foreign Subsidiaries), (provided that in no event shall more than 65% of the total outstanding Capital Stock of any such new Excluded Foreign Subsidiary be required to be so pledged), (ii) deliver to the Collateral Trustee (or any bailee appointed or approved by the Collateral Trustee) the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Company or such Subsidiary, as the case may be, and take such other action as may be necessary or, in the opinion of the Collateral Trustee, desirable to perfect the Lien of the Collateral Trustee thereon, and (iii) if requested by the Collateral Trustee, deliver to the Collateral Trustee legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Trustee. (d) With respect to any Commercial Tort Claims with a value of $1,000,000 or more held or acquired after the date hereof by the Company or any of its Subsidiaries, promptly (i) execute and deliver to the Collateral Trustee such amendments to this Agreement or such other documents as necessary or advisable to grant to the Collateral Trustee, for the benefit of the Secured Parties, a security interest in such Commercial Tort Claims and (ii) take all actions necessary or advisable to grant to the Collateral Trustee, for the benefit of the Secured Parties, a perfected security interest (as provided in this Agreement) in such Commercial Tort Claims, including without limitation, (A) the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by this Agreement or by law or as may be reasonably requested by the Collateral Trustee and (B) providing the Collateral Trustee with a signed writing describing the brief details thereof and granting the Collateral Trustee a security interest therein and in the proceeds thereof, with such writing in form and substance satisfactory to the Collateral Trustee.

Additional Collateral, etc. (a) With respect to any personal Property acquired after the Amendment and Restatement Effective Date by Parent, Holdings or any of its Subsidiaries (other than (w) any personal Property described in paragraph (c) of this Section, (x) any Property subject to a Lien expressly permitted by Section 10.3(h), (y) any Property acquired by an Excluded Foreign Subsidiary and (z) any Property acquired after the date hereof to the extent that the creation of a security interest therein would be prohibited by a Contractual Obligation binding on Parent, Holdings or the Subsidiary that is the owner of such Property, PROVIDED that such Contractual Obligation existed at the time such Property was acquired and was not entered into in anticipation of such acquisition) as to which the Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien, promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent reasonably deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a security interest in such Property and (ii) take all actions necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such 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. (b) With respect to any fee interest in any Real Property having a value (together with improvements thereof) of at least $5,000,000 acquired after the Amendment and Restatement Effective Date by Parent, Holdings or any of its Subsidiaries (other than any such Real Property owned by an Excluded Foreign Subsidiary, Properties subject to the Spanish WB Agreements, Properties subject to the Partnership Parks Agreements or Marine World Agreements or Properties subject to a Lien expressly permitted by Section 10.3(h)), promptly (i) execute and deliver a first priority Mortgage (subject to Permitted Liens) in favor of the Administrative Agent, for the benefit of the Lenders, covering such Real Property, (ii) if reasonably requested by the Administrative Agent, provide the Administrative Agent with (x) mortgagee title and extended coverage insurance insuring the first priority Lien of the Mortgage upon such Real Property in an amount at least equal to the purchase price of such Real Property (or such lesser amount as shall be reasonably acceptable to the Administrative Agent) as well as a current or updated ALTA survey thereof, certified to the Administrative Agent and (y) any consents or estoppels reasonably deemed necessary or advisable by the Administrative Agent in connection with such Mortgage, each of the foregoing in form and substance reasonably satisfactory to the Administrative Agent (PROVIDED, that Parent, Holdings and its Subsidiaries shall only be required to use commercially reasonable good faith efforts to obtain such consents and estoppels) and (iii) if reasonably requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. (c) With respect to any new Subsidiary (other than a an Excluded Foreign Subsidiary or an Inactive Subsidiary) created or acquired after the Closing Amendment and Restatement Effective Date (which, for the purposes of this paragraph, shall include any existing Subsidiary that ceases to be a an Excluded Foreign Subsidiary, a Management Subsidiary, an Inactive Subsidiary or an Excluded Pledge Inactive Subsidiary) ), by the Borrower Parent, Holdings or any of its Subsidiaries, promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Pledge Collateral Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured PartiesLenders, a perfected first priority security interest (subject to Permitted Liens) in all of the Capital Stock of such new Subsidiary that is owned by the Borrower Parent, Holdings or any of its Subsidiaries, to the extent not otherwise prohibited pursuant to any Contractual Obligation, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, if any, together with, if applicable, with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower Parent, Holdings or such Subsidiary, as the case may be, and (iii) with respect to any such new Subsidiary which is a Subsidiary of Holdings or any of its Subsidiaries, cause such new Subsidiary (A) (other than an Excluded Guarantee Subsidiary) to become guarantor under a party to the Guarantee and Pledge Collateral Agreement and (B) to take such actions reasonably necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties Lenders a perfected first priority security interest (subject to Permitted Liens) in the Collateral described in the Guarantee and Pledge Collateral Agreement with respect to such new Subsidiary (other than the Capital Stock of any Excluded Pledge Subsidiary), including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Pledge Collateral Agreement or by applicable law or as may be requested by the Administrative Agent, and (iv) if reasonably requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. (d) With respect to any new Foreign Subsidiary (other than the joint venture created pursuant to the Spanish WB Agreements) created or acquired after the Amendment and Restatement Effective Date by Parent, Holdings 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 Lenders, a perfected first priority security interest (subject to Permitted Liens) in the Capital Stock of such new Subsidiary that is owned by Parent, Holdings 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 Parent, Holdings 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. (e) In the event any Foreign Subsidiary of Holdings shall propose to become a Foreign Subsidiary Borrower, Holdings shall give notice of such fact to the Administrative Agent, including a summary of the Properties owned by such Foreign Subsidiary and its Subsidiaries; within 10 days after receipt of such information, the Administrative Agent shall provide such information to the Lenders; and if, within 10 days after such information is provided to the Lenders, Lenders whose Aggregate Exposure Percentages equal or exceed 25% shall so request by written notice to the Administrative Agent, the Administrative Agent shall so advise Holdings, and Holdings shall (i) promptly cause such Foreign Subsidiary and, if applicable, the Subsidiaries thereof, to create in favor of the Administrative Agent, as security for all obligations of such Foreign Subsidiary under this Agreement and the other Loan Documents, a security interest in substantially all of the Property of such Foreign Subsidiary and, if applicable, Subsidiaries thereof, except, in each case, with respect to Property as to which the Administrative Agent determines, in its reasonable discretion, that the cost or difficulty of obtaining a security interest therein would be disproportionate to the value of such security interest, (ii) cause each Subsidiary, if any, of such Foreign Subsidiary to provide guarantees to the Administrative Agent in respect of the obligations of such Foreign Subsidiary under this Agreement and the other Loan Documents and (iii) provide to the Administrative Agent and the Lenders such legal opinions with respect to such security interests and guarantees as the Administrative Agent shall reasonably request. (f) Notwithstanding the provisions of the foregoing paragraphs (c) and (d), neither Parent nor Holdings shall be required to create, or to cause their respective Subsidiaries to create, a security interest in the Capital Stock of any Subsidiary acquired after the date hereof to the extent that the creation of such a security interest would be prohibited by a Contractual Obligation binding on Parent, Holdings or the Subsidiary that is the owner of such Capital Stock; PROVIDED, that such Contractual Obligation either (i) was negotiated in good faith in an arm's length transaction with a Person that is not an Affiliate of Parent or Holdings or (ii) existed at the time such Subsidiary was acquired and was not entered into in anticipation of such acquisition.

Additional Collateral, etc. (a) With respect to any new Subsidiary (other than a Foreign an Excluded Unqualified Subsidiary) created or acquired after the Closing Date by Hanover or any of its Qualified Subsidiaries (which, for the purposes of this paragraphparagraph (b), shall include any existing Subsidiary that ceases to be a Foreign Subsidiary, a Management Subsidiary, an Inactive Subsidiary or an Excluded Pledge Unqualified Subsidiary) by the Borrower or any of its Subsidiaries), promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Pledge Collateral Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured PartiesLenders, a perfected first priority security interest in all of the Capital Stock of such new Subsidiary that is owned by the Borrower Hanover or any of its Subsidiaries, to the extent not otherwise prohibited pursuant to any Contractual Obligation, (ii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent the certificates representing such Capital Stock, if any, together with, if applicable, with undated stock powers, in blank, executed and delivered by a duly authorized officer of Hanover or the Borrower or such relevant Subsidiary, as the case may be, and (iii) cause such new Subsidiary (A) (other than an Excluded Guarantee Subsidiary) to become guarantor under a party to the Guarantee and Pledge Collateral Agreement and (B) to take such actions reasonably necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties Lenders a perfected first priority security interest in the Collateral described in the Guarantee and Pledge Collateral Agreement with respect to such new Subsidiary (other than the Capital Stock of any Excluded Pledge Subsidiary), including, without limitation, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Pledge Collateral Agreement or by applicable law or as may be reasonably requested by the Administrative Agent. The parties hereto acknowledge that the Guarantee and Collateral Agreement provides that each such Subsidiary shall be required to pledge its assets as provided therein but shall not be required to guarantee payment of obligations pursuant thereto unless (i) such Subsidiary guarantees payment of all or any portion of the Guaranteed Obligations, as defined in the 2001A Participation Agreement and the 2001B Participation Agreement, or (ii) such Subsidiary is requested to become a guarantor by the Administrative Agent or the Required Lenders. (b) With respect to any new Excluded Unqualified Subsidiary created or acquired after the Closing Date by Hanover or any Subsidiary, promptly, and with respect to any Excluded Unqualified Subsidiary identified as a Post-Closing Pledged Subsidiary in the Guarantee and Collateral Agreement, within ninety (90) days of the Closing Date (or within an additional time period not to exceed one hundred and eighty (180) days from the Closing Date, so long as Hanover and its Subsidiaries are diligently attempting to satisfy their obligations under this clause (b)), (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 Hanover or any Subsidiary that is not an Excluded Unqualified Subsidiary (provided that in no event shall (a) more than 66% of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledged and (b) the Capital Stock of Subsidiaries not directly owned by Hanover, HCLP or any Qualified Subsidiary be required to be pledged), and (ii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of Hanover or the relevant Subsidiary, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein. Until the obligations set forth in this clause (b) with respect to each Post-Closing Pledged Subsidiary (as defined in the Guarantee and Collateral Agreement) shall have been satisfied, the negative covenants contained in Section 8.2, 8.3, 8.4, 8.8, 8.9, 8.10 and 8.13 of this Agreement shall be observed or performed by and in respect of such Post-Closing Pledged Subsidiary without regard to any exceptions stated therein other than those consistent with ordinary course of business practices of, and in respect of, such Post-Closing Pledged Subsidiary on the Closing Date, and the failure to satisfy such obligations when due shall be deemed a violation of Section 8 for purposes of Section 9. (c) With respect to any fee interest in any real property located in the United States having a book value (together with improvements thereof) of at least $1,000,000 acquired after the Closing Date by Hanover or any Subsidiary (other than (x) any such real property subject to a Lien expressly permitted by Section 8.3(p) and (y) real property acquired by any Excluded Unqualified Subsidiary), promptly (i) execute and deliver a first priority Mortgage, in favor of the Administrative Agent, for the benefit of the Lenders, covering such real property, (ii) if requested by the Administrative 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 (or such other amount as shall be reasonably specified by the Administrative Agent) as well as a current ALTA survey thereof, together with a surveyor’s certificate and (y) any consents or estoppels reasonably deemed necessary or advisable by the Administrative Agent in connection with such Mortgage, each of the foregoing in form and substance reasonably satisfactory to the Administrative Agent and (iii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.

Additional Collateral, etc. (a) With respect to any new Subsidiary (other than a Foreign Subsidiary) created or property acquired after the Closing Date by any Loan Party (whichother than (A) any property described in paragraph (b) or (c) below, (B) any property subject to a Lien expressly permitted by Section 7.3(g), (C) so long as the ABL Obligations Payment Date has not occurred, any ABL Priority Collateral as to which the ABL Representative determines, in its reasonable discretion and in consultation with the Borrower, that the cost of obtaining a security interest therein is excessive in relation to the value of the security to be afforded thereby, (D) any property (or, so long as the ABL Obligations Payment Date has not occurred, any property other than ABL Priority Collateral) as to which the Administrative Agent determines, in its reasonable discretion and in consultation with the Borrower, that the cost of obtaining a security interest therein is excessive in relation to the value of the security to be afforded thereby and (E) any property that is Excluded Property (as defined in the Guarantee and Collateral Agreement)) as to which the Administrative Agent, for purposes the benefit of this paragraphthe Secured Parties, shall include any existing Subsidiary that ceases to be does not have a Foreign Subsidiary, a Management Subsidiary, an Inactive Subsidiary or an Excluded Pledge Subsidiary) by the Borrower or any of its Subsidiariesperfected Lien, promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Pledge Collateral Agreement or such other documents as the Administrative Agent deems necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a security interest in such property and (ii) take all actions necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected security interest in any such property (with the priority required by the Intercreditor Agreement), including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent. (b) With respect to any new Domestic Subsidiary (other than any Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party (which, for the purposes of this paragraph (c), shall include (1) any existing Subsidiary that becomes a Domestic Subsidiary that is not an Excluded Subsidiary and (2) any existing Domestic Subsidiary that ceases to be an Excluded Subsidiary), within thirty (30) days after the creation or acquisition of such new Domestic Subsidiary (or such later date as the Administrative Agent shall agree to in its sole discretion) (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent deems necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in all of the Capital Stock of such new Subsidiary that is owned by the Borrower or any of its Subsidiaries, to the extent not otherwise prohibited pursuant to any Contractual ObligationLoan Party, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, if any, together with, if applicable, with undated stock powersendorsements, in blank, executed and delivered by a duly authorized officer of the Borrower or such Subsidiary, as the case may be, relevant Loan Party and (iii) cause such new Subsidiary (A) (other than an Excluded Guarantee Subsidiary) to become guarantor under a party to the Guarantee and Pledge Agreement and Collateral Agreement, (B) to take such actions reasonably necessary or reasonably advisable to grant to the Administrative Agent for the benefit of the Secured Parties a perfected first priority security interest with the priority required by the Intercreditor Agreement in the Collateral described in the Guarantee and Pledge Collateral Agreement with respect to such new Subsidiary (other than the Capital Stock of any Excluded Pledge Subsidiary), including, without limitation, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Pledge Collateral Agreement or by applicable law or as may be reasonably requested by the Administrative Agent and (C) to deliver to the Administrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit C, with appropriate insertions and attachments. (c) With respect to any new CFC Holding Company or Foreign Subsidiary created or acquired after the Closing Date by any Loan Party (which, for the purposes of this paragraph (d) shall include any existing Subsidiary that becomes a CFC Holding Company or a Foreign Subsidiary), within sixty (60) days after the creation or acquisition of such new CFC Holding Company or Foreign Subsidiary (or such later date as the Administrative Agent shall agree to in its sole discretion) (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent deems necessary or reasonably advisable to grant to the Administrative Agent., for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such 71 509265-2041-Active.31278172.28

Additional Collateral, etc. (a) With respect to any new Subsidiary property (other than a Foreign Subsidiaryto the extent included in the definition of Collateral and not constituting Excluded Assets) created or acquired after the Closing Date by any Loan Party or Enterasys (whichother than (x) any property described in paragraph (b) or (c) below, and (y) any property subject to a Lien expressly permitted by Section 7.3(g)) as to which the Administrative Agent, for purposes the ratable benefit of this paragraphthe Secured Parties, shall include any existing Subsidiary that ceases to be does not have a Foreign Subsidiary, a Management Subsidiary, an Inactive Subsidiary or an Excluded Pledge Subsidiary) by the Borrower or any of its Subsidiariesperfected Lien, promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement, the Enterasys Pledge Agreement or such other documents as the Administrative Agent may reasonably deem necessary or advisable to evidence that such Loan Party is a Guarantor and to grant to the Administrative Agent, for the ratable benefit of the 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 Lien in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement, 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 Domestic Subsidiary of the Borrower created or acquired after the Closing Date (including any such Material Domestic Subsidiary acquired pursuant to a Permitted Acquisition, and including any Immaterial Subsidiary existing as of the Closing Date which becomes a Material Domestic Subsidiary after the Closing Date), promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent reasonably deems necessary or advisable to grant to the Administrative Agent, for the ratable benefit of the Secured Parties, a perfected first priority security interest and Lien in all of the Capital Stock of such new Material Domestic Subsidiary that is owned directly or indirectly by the Borrower or any of its Subsidiaries, to the extent not otherwise prohibited pursuant to any Contractual ObligationBorrower, (ii) 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, if any, together with, if applicable, with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Subsidiaryany other applicable Loan Party, as the case may be, and (iii) cause such new Material Domestic Subsidiary (A) (other than an Excluded Guarantee Subsidiary) to become guarantor under a party to the Guarantee and Pledge Collateral Agreement as a Grantor and a Guarantor thereunder, (B) to take such actions reasonably as are 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 security interest and Lien in the Collateral described in the Guarantee and Pledge Agreement Collateral Agreement, with respect to such new Subsidiary (other than the Capital Stock of any Excluded Pledge Material Domestic Subsidiary), including, without limitation, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Pledge Collateral Agreement or by applicable law or as may be requested by the Administrative Agent and (C) to deliver to the Administrative Agent a certificate of the secretary (or other equivalent officer) of such Material Domestic Subsidiary of the type described in Section 5.1(c), in form reasonably satisfactory to the Administrative Agent, with appropriate insertions and attachments, and (iv) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions addressing such matters as the Administrative Agent may reasonably specify, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. (c) With respect to any new First Tier Foreign Subsidiary or any First Tier Foreign Subsidiary Holding Company, as applicable, created or acquired after the Closing Date by any Loan Party or Enterasys, promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement or the Enterasys Pledge Agreement as the Administrative Agent reasonably deems necessary or advisable to grant to the Administrative Agent, for the ratable benefit of the Secured Parties, a perfected first priority security interest and Lien in the Capital Stock of such new First Tier Foreign Subsidiary or First Tier Foreign Subsidiary Holding Company, as applicable, that is owned by any such Loan Party or Enterasys (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), (ii) deliver to the Administrative Agent the certificates representing such Capital Stock (if certificated), together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party or Enterasys, and take such other action (including, as applicable, the delivery of any Foreign Pledge Documents reasonably requested by the Administrative Agent) as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein, and (iii) if reasonably requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. (d) Each Loan Party shall use commercially reasonable efforts to obtain a landlord’s agreement or bailee letter, as applicable, from the lessor of its headquarters location and from the lessor of or the bailee related to any other location where in excess of $750,000 of Collateral is stored or located, in each case, if requested by the Administrative Agent, which agreement or letter, in any such case, shall contain a waiver or subordination of all Liens or claims that the landlord or bailee may assert against the Collateral at that location, and shall otherwise be reasonably satisfactory in form and substance to the Administrative Agent. After the Closing Date, no real property or warehouse space shall be leased by any Loan Party and no Inventory shall be shipped to a processor or converter under arrangements established after the Closing Date, without the prior written consent of the Administrative Agent or unless and until a reasonably satisfactory landlord agreement or bailee letter, as appropriate, if requested by the Administrative Agent, shall first have been obtained with respect to such location. Each Loan Party shall pay and perform its material obligations under all leases and other agreements with respect to each leased location or public warehouse where any Collateral is or may be located. (e) Not later than 120 days (or such longer period as the Administrative Agent may agree in writing in its discretion) after (i) any Material Real Property is acquired by a Loan Party after the Closing Date or (ii) an entity becomes a Loan Party if such entity owns Material Real Property at the time it becomes a Loan Party, cause such Material Real Property to be subject to a Lien and Mortgage in favor of the Administrative Agent for the benefit of the Secured Parties and take, or cause the relevant Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect or record such Lien, in each case to the extent required by, and subject to the limitations and exceptions of, the Loan Documents and to otherwise comply with the requirements of the Loan Documents. Notwithstanding anything to the contrary contained in this Section 6.11(e), prior to the execution of any Mortgage for any such Material Real Property, (x) the Borrower shall deliver to the Administrative Agent advance notice of the address of any such Material Real Property and (y) the Administrative Agent shall provide the Lenders with at least 45 days’ prior written notice of the address of such Material Real Property (it being understood that the Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into the accuracy of any such address, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to provide any such notice).

Additional Collateral, etc. (a) With respect to any new Subsidiary (other than a Foreign an Excluded Unqualified Subsidiary) created or acquired after the Closing Date by Hanover or any of its Qualified Subsidiaries (which, for the purposes of this paragraphparagraph (b), shall include any existing Subsidiary that ceases to be a Foreign Subsidiary, a Management Subsidiary, an Inactive Subsidiary or an Excluded Pledge Unqualified Subsidiary) by the Borrower or any of its Subsidiaries), promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Pledge Collateral Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured PartiesLenders, a perfected first priority security interest in all of the Capital Stock of such new Subsidiary that is owned by the Borrower Hanover or any of its Subsidiaries, to the extent not otherwise prohibited pursuant to any Contractual Obligation, (ii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent the certificates representing such Capital Stock, if any, together with, if applicable, with undated stock powers, in blank, executed and delivered by a duly authorized officer of Hanover or the Borrower or such relevant Subsidiary, as the case may be, and (iii) cause such new Subsidiary (A) (other than an Excluded Guarantee Subsidiary) to become guarantor under a party to the Guarantee and Pledge Collateral Agreement and (B) to take such actions reasonably necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties Lenders a perfected first priority security interest in the Collateral described in the Guarantee and Pledge Collateral Agreement with respect to such new Subsidiary (other than the Capital Stock of any Excluded Pledge Subsidiary), including, without limitation, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Pledge Collateral Agreement or by applicable law or as may be reasonably requested by the Administrative Agent. The parties hereto acknowledge that the Guarantee and Collateral Agreement provides that each such Subsidiary shall be required to pledge its assets as provided therein but shall not be required to guarantee payment of obligations pursuant thereto unless (i) such Subsidiary guarantees payment of all or any portion of the Guaranteed Obligations, as defined in the 2001A Participation Agreement and the 2001B Participation Agreement, or (ii) such Subsidiary is requested to become a guarantor by the Administrative Agent or the Required Lenders. (b) With respect to any new Excluded Unqualified Subsidiary created or acquired after the Closing Date by Hanover or any Subsidiary, 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 Hanover or any Subsidiary that is not an Excluded Unqualified Subsidiary (provided that in no event shall (a) more than 66% of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledged and (b) the Capital Stock of Subsidiaries not directly owned by Hanover, HCLP or any Qualified Subsidiary be required to be pledged), and (ii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of Hanover or the relevant Subsidiary, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein. (c) With respect to any fee interest in any real property located in the United States having a book value (together with improvements thereof) of at least $1,000,000 acquired after the Closing Date by Hanover or any Subsidiary (other than (x) any such real property subject to a Lien expressly permitted by Section 8.3(p) and (y) real property acquired by any Excluded Unqualified Subsidiary), promptly (i) execute and deliver a first priority Mortgage, in favor of the Administrative Agent, for the benefit of the Lenders, covering such real property, (ii) if requested by the Administrative 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 (or such other amount as shall be reasonably specified by the Administrative Agent) as well as a current ALTA survey thereof, together with a surveyor’s certificate and (y) any consents or estoppels reasonably deemed necessary or advisable by the Administrative Agent in connection with such Mortgage, each of the foregoing in form and substance reasonably satisfactory to the Administrative Agent and (iii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.

Additional Collateral, etc. (a) With respect to any new Subsidiary (other than a Foreign an Excluded Unqualified Subsidiary) created or acquired after the Corporate Credit Agreement Closing Date by Hanover or any of its Qualified Subsidiaries (which, for the purposes of this paragraphparagraph (b), shall include any existing Subsidiary that ceases to be a Foreign Subsidiary, a Management Subsidiary, an Inactive Subsidiary or an Excluded Pledge Unqualified Subsidiary) by the Borrower or any of its Subsidiaries), promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Pledge Collateral Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured PartiesLenders, a perfected first priority security interest in all of the Capital Stock of such new Subsidiary that is owned by the Borrower Hanover or any of its Subsidiaries, to the extent not otherwise prohibited pursuant to any Contractual Obligation, (ii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent the certificates representing such Capital Stock, if any, together with, if applicable, with undated stock powers, in blank, executed and delivered by a duly authorized officer of Hanover or the Borrower or such relevant Subsidiary, as the case may be, and (iii) cause such new Subsidiary (A) (other than an Excluded Guarantee Subsidiary) to become guarantor under a party to the Guarantee and Pledge Collateral Agreement and (B) to take such actions reasonably necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties Lenders a perfected first priority security interest in the Collateral described in the Guarantee and Pledge Collateral Agreement with respect to such new Subsidiary (other than the Capital Stock of any Excluded Pledge Subsidiary), including, without limitation, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Pledge Collateral Agreement or by applicable law or as may be reasonably requested by the Administrative Agent. The parties hereto acknowledge that the Guarantee and Collateral Agreement provides that each such Subsidiary shall be required to pledge its assets as provided therein but shall not be required to guarantee payment of obligations pursuant thereto unless (i) such Subsidiary guarantees payment of all or any portion of the Guaranteed Obligations, as defined in the 2001A Participation Agreement and the 2001B Participation Agreement, or (ii) such Subsidiary is requested to become a guarantor by the Administrative Agent or the Required Lenders. (b) With respect to any new Excluded Unqualified Subsidiary created or acquired after the Corporate Credit Agreement Closing Date by Hanover or any Subsidiary, 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 Hanover or any Subsidiary that is not an Excluded Unqualified Subsidiary (provided that in no event shall (a) more than 66% of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledged and (b) the Capital Stock of Subsidiaries not directly owned by Hanover, HCLP or any Qualified Subsidiary be required to be pledged), and (ii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of Hanover or the relevant Subsidiary, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Administrative Agent's security interest therein. (c) With respect to any fee interest in any real property located in the United States having a book value (together with improvements thereof) of at least $1,000,000 acquired after the Corporate Credit Agreement Closing Date by Hanover or any Subsidiary (other than (x) any such real property subject to a Lien expressly permitted by Section 8.3(p) and (y) real property acquired by any Excluded Unqualified Subsidiary), promptly (i) execute and deliver a first priority Mortgage, in favor of the Administrative Agent, for the benefit of the Lenders, covering such real property, (ii) if requested by the Administrative 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 (or such other amount as shall be reasonably specified by the Administrative Agent) as well as a current ALTA survey thereof, together with a surveyor's certificate and (y) any consents or estoppels reasonably deemed necessary or advisable by the Administrative Agent in connection with such Mortgage, each of the foregoing in form and substance reasonably satisfactory to the Administrative Agent and (iii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. 7. Amendments to Section 11 of each of the Synthetic Guarantees. (a) Subsection 11.1 of each of the Synthetic Guarantees is hereby amended by deleting such Section in its entirety and adding the following in its place:

Additional Collateral, etc. (a) With respect to any new Subsidiary property (to the extent included in the definition of Collateral and not constituting Excluded Assets) acquired after the Original Closing Date by any Loan Party (other than (x) any property described in paragraph (b) or (c) below, and (y) any property subject to a Foreign SubsidiaryLien expressly permitted by Section 7.3(g)) created or acquired after as to which the Closing Date (whichAdministrative Agent, for purposes the ratable benefit of this paragraphthe Secured Parties, shall include any existing Subsidiary that ceases to be does not have a Foreign Subsidiary, a Management Subsidiary, an Inactive Subsidiary or an Excluded Pledge Subsidiary) by the Borrower or any of its Subsidiariesperfected Lien, promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Pledge Collateral Agreement, or such other documents as the Administrative Agent may reasonably deem necessary or advisable to evidence that such Loan Party is a Guarantor and to grant to the Administrative Agent, for the ratable benefit of the 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 Lien in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement, or by law or as may be requested by the Administrative Agent. (b) With respect to any new direct or indirect Domestic Subsidiary of the Borrower created or acquired after the Original Closing Date (including any such Domestic Subsidiary acquired pursuant to a Permitted Acquisition), promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent reasonably deems necessary or advisable to grant to the Administrative Agent, for the ratable benefit of the Secured Parties, a perfected first priority security interest and Lien in all of the Capital Stock of such new Domestic Subsidiary that is owned directly or indirectly by the Borrower or any of its Subsidiaries, to the extent not otherwise prohibited pursuant to any Contractual ObligationBorrower, (ii) 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, if any, together with, if applicable, with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Subsidiaryany other applicable Loan Party, as the case may be, and (iii) cause such new Domestic Subsidiary (A) (other than an Excluded Guarantee Subsidiary) to become guarantor under a party to the Guarantee and Pledge Collateral Agreement as a Grantor and a Guarantor thereunder, (B) to take such actions reasonably as are 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 security interest and Lien in the Collateral described in the Guarantee and Pledge Agreement Collateral Agreement, with respect to such new Subsidiary (other than the Capital Stock of any Excluded Pledge Domestic Subsidiary), including, without limitation, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Pledge Collateral Agreement or by applicable law or as may be requested by the Administrative Agent, (C) to become a Loan Party by executing a joinder agreement in form and substance acceptable to Administrative Agent in its reasonable discretion and (D) to deliver to the Administrative Agent a certificate of the secretary (or other equivalent officer) of such Domestic Subsidiary of the type described in Section 5.1(c), in form reasonably satisfactory to the Administrative Agent, with appropriate insertions and attachments, and (iv) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions addressing such matters as the Administrative Agent may reasonably specify, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, any Subsidiary created for the purpose of consummating an acquisition and that the Borrower plans to merge out of existence in connection with such acquisition shall not be required to comply with the foregoing clause (b) provided that such Subsidiary is actually merged out of existence in connection with such acquisition. (c) With respect to any new First Tier Foreign Subsidiary or any First Tier Foreign Subsidiary Holding Company, as applicable, created or acquired after the Original Closing Date by any Loan Party, promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent reasonably deems necessary or advisable to grant to the Administrative Agent, for the ratable benefit of the Secured Parties, a perfected first priority security interest and Lien in the Capital Stock of such new First Tier Foreign Subsidiary or First Tier Foreign Subsidiary Holding Company, as applicable, that is owned by any such Loan Party (provided that in no event shall more than 66% 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), (ii) deliver to the Administrative Agent the certificates representing such Capital Stock (if certificated), together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and take such other action (including, as applicable, the delivery of any Foreign Pledge Documents reasonably requested by the Administrative Agent for any Foreign Subsidiaries that contribute more than $1,500,000 in revenue) as may be necessary or, in the reasonable opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein, and (iii) if reasonably requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. (d) Each Loan Party shall use commercially reasonable efforts to obtain a landlord’s agreement or bailee letter, as applicable, from the lessor of its headquarters location and from the lessor of or the bailee related to any other location where in excess of $1,500,000 of Collateral is stored or located, in each case, if requested by the Administrative Agent, which agreement or letter, in any such case, shall contain a waiver or subordination of all Liens or claims that the landlord or bailee may assert against the Collateral at that location, and shall otherwise be reasonably satisfactory in form and substance to the Administrative Agent. Each Loan Party shall pay and perform its material obligations under all leases and other agreements with respect to each leased location or public warehouse where any Collateral is or may be located. (e) Not later than 120 days (or such longer period as the Administrative Agent may agree in writing in its discretion) after (i) any Material Real Property is acquired by a Loan Party after the Closing Date or (ii) an entity becomes a Loan Party if such entity owns Material Real Property at the time it becomes a Loan Party, cause such Material Real Property to be subject to a Lien and Mortgage in favor of the Administrative Agent for the benefit of the Secured Parties and take, or cause the relevant Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect or record such Lien, in each case to the extent required by, and subject to the limitations and exceptions of, the Loan Documents and to otherwise comply with the requirements of the Loan Documents. Notwithstanding anything to the contrary contained in this Section 6.11(e), prior to the execution of any Mortgage for any such Material Real Property, (x) the Borrower shall deliver to the Administrative Agent advance notice of the address of any such Material Real Property and (y) the Administrative Agent shall provide the Lenders with at least 30 days’ prior written notice of the address of such Material Real Property (it being understood that the Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into the accuracy of any such address, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to provide any such notice). 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 Closing Date until the date that occurs thirty (30) days after the Administrative Agent has delivered to the Lenders (which may be delivered electronically) the following documents in respect of such real property: (i) a completed flood hazard determination from a third party vendor; (ii) if such real property is located in a “special flood hazard area”, (A) a notification to the Borrower (or applicable Loan Party) of that fact and (if applicable) notification to the Borrower that flood insurance coverage is not available and (B) evidence of the receipt by the Borrower of such notice; and (iii) if such notice is required to be provided to the Borrower and flood insurance is available in the community in which such real property is located, evidence of required flood insurance.

Additional Collateral, etc. Subject to Section 11.14: (a) With respect to any new Subsidiary property (other than a Foreign Subsidiarywhich would have been Collateral as of the Closing Date under the terms of the Guarantee and Collateral Agreement and the Shared Collateral Agreement had such property been owned as of the Closing Date) created or acquired after the Closing Date by any Loan Party (whichother than (x) any property described in paragraph (b), for purposes of this paragraph, shall include (c) or (d) below and (y) property acquired by any existing Subsidiary that ceases to be a Foreign Subsidiary, ) as to which the Collateral Agent does not have a Management Subsidiary, an Inactive Subsidiary or an Excluded Pledge Subsidiary) by the Borrower or any of its Subsidiariesperfected Lien, promptly upon the Administrative Agent's reasonable request (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Pledge Collateral Agreement and the Shared Collateral Agreement or such other documents as the Administrative Agent deems reasonably necessary or advisable to grant to the Administrative Agent, for Collateral Agent a security interest in such property and (ii) take all actions necessary or advisable to grant to the benefit of the Secured Parties, Collateral Agent a perfected first priority security interest in all such property (other than Liens permitted by Section 7.3), including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the relevant Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent. (b) With respect to any new Material Subsidiary (other than a Foreign Subsidiary or Unrestricted Subsidiary) created, acquired or designated after the Closing Date by any Loan Party (which, for the purposes of this paragraph (b), shall include any existing Domestic Subsidiary that becomes a Material Subsidiary or any Material Subsidiary that ceases to be a Foreign Subsidiary or Unrestricted Subsidiary, as the case may be), promptly, upon the Administrative Agent's request, (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement and the Shared Collateral Agreement as the Administrative Agent deems reasonably necessary or advisable to grant to the Collateral Agent a perfected first priority security interest in the Capital Stock of such new Material Subsidiary that is owned by the Borrower or any of its Subsidiaries, to the extent not otherwise prohibited pursuant to any Contractual ObligationLoan Party, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, if any, together with, if applicable, 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, relevant Loan Party and (iii) cause such new Material Subsidiary (A) (other than an Excluded Guarantee Subsidiary) to become guarantor under a party to the Guarantee and Pledge Collateral Agreement 66 and the Shared Collateral Agreement, (B) to take such actions reasonably necessary or advisable to grant to the Administrative Collateral Agent for the benefit of the Secured Parties a perfected first priority security interest in the Collateral described in the Guarantee and Pledge Agreement relevant Collateral Agreements with respect to such new Material Subsidiary (other than the Capital Stock of any Excluded Pledge SubsidiaryLiens permitted by Section 7.3), including, without limitation, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Pledge each Collateral Agreement or by applicable law or as may be reasonably requested by the Administrative Agent and (C) to deliver to the Administrative Agent a certificate of such Material Subsidiary, substantially in the form of Exhibit C, with appropriate insertions and attachments. (c) With respect to any new direct Foreign Subsidiary which is a Material Subsidiary (other than an Unrestricted Subsidiary) created or acquired after the Closing Date by any Loan Party, promptly upon the Administrative Agent's request (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement and the Shared Collateral Agreement as the Administrative Agent reasonably deems necessary or advisable to grant to the Collateral Agent a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by any such Loan Party (provided that in no event shall more than 66-2/3% 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 relevant Loan Party, and take such other action as may be necessary or, in the reasonable opinion of the Administrative Agent, desirable to perfect the Collateral Agent's security interest therein, 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. (d) If, at any time, the Company and the Subsidiary Guarantors collectively (after intercompany eliminations of investments in Subsidiaries, affiliated accounts receivable and intercompany sales) account for less than 80% of Consolidated Total Assets or less than 80% of Consolidated Total Revenues for the four fiscal quarters of the Company most recently ended, promptly designate additional Restricted Subsidiaries as Material Subsidiaries pursuant to an officers' certificate delivered to the Administrative Agent for such purposes such that, after giving effect thereto, the Company and the Subsidiary Guarantors collectively (after intercompany eliminations of investments in Subsidiaries, affiliated accounts receivable and intercompany sales) account for greater than 80% of Consolidated Total Assets and greater than 80% of Consolidated Total Revenues for the four fiscal quarters of the Company most recently ended, and, in connection with the foregoing, promptly comply with the requirements of Section 6.9(b).

Additional Collateral, etc. (a) With respect to the shares of stock held by Borrower in the U.K. Subsidiary, promptly but in no event later than September 13, 1999 execute and deliver to Lender a Security Document in form and substance satisfactory to Lender providing for the pledge of all of the issued share capital held by Borrower in the U.K. Subsidiary (provided that no more than 66% of the total combined voting power of all classes of stock entitled to vote of the U.K. Subsidiary shall be required to be pledged) and the certificates evidencing such shares, together with blank stock transfer forms in respect thereof duly executed and delivered by a duly authorized officer of the Borrower, and to take such other actions necessary or advisable to grant to Lender a perfected first priority fixed charge security interest in such shares. (b) With respect to the shares of stock held by Borrower in the Brazilian Subsidiary, promptly but in no event later than February 27, 2000 execute and deliver to Lender a Security Document in form and substance satisfactory to Lender providing for the pledge of all of the shares of stock held by Borrower in the Brazilian Subsidiary (provided that no more than 66% of the total combined voting power of all classes of stock entitled to vote of the Brazilian Subsidiary shall be required to be pledged) and the certificates representing such shares, together with undated stock powers in blank, executed and delivered by a duly authorized officer of the Borrower, and to take such other actions necessary or advisable to grant to Lender a perfected first priority security interest in such shares. (c) With respect to any new Subsidiary (other than a Foreign Subsidiary) created or property acquired after the Closing Date (which, for purposes of this paragraph, shall include any existing Subsidiary that ceases to be a Foreign Subsidiary, a Management Subsidiary, an Inactive Subsidiary or an Excluded Pledge Subsidiary) by the Borrower or any of its SubsidiariesDomestic Restricted Subsidiaries (other than (x) any property described in paragraphs (d), (e) or (f) below, or (y) any property subject to a Lien permitted by clause (g) of the definition of Permitted Liens) as to which Lender does not have a perfected security interest, promptly (i) execute and deliver to the Administrative Agent Lender such amendments to the Guarantee Guaranty and Pledge Security Agreement or such other documents as the Administrative Agent Lender deems necessary or advisable to grant to the Administrative Agent, for Lender a security interest in such property and (ii) take all actions necessary or advisable to grant to the benefit of the Secured Parties, Lender a perfected first priority security interest in all such property (except for Permitted Liens), including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guaranty and Security Agreement or by law or as may be reasonably requested by the Lender. (d) With respect to shares of stock held by the Borrower in HomeXxxxxx.Xxx, Xxc., a Delaware corporation, Stan Xxx Xxxia, Inc., a Delaware corporation, and Worldly Information Network, Inc., a Delaware corporation, promptly but in no event later than October 1, 1999 (i) execute and deliver to Lender such amendments to the Guaranty and Security Agreement as the Lender deems necessary or advisable to grant to the Lender a perfected first priority security interest in such shares and (ii) deliver to Lender the certificates representing such shares, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower and to take such other actions necessary or advisable to grant to Lender a perfected first priority security interest in such shares. (e) With respect to any new Domestic Restricted Subsidiary created or acquired after the Closing Date, promptly (A) (i) execute and deliver to the Lender such amendments to the Guaranty and Security Agreement as the Lender deems necessary or advisable to grant to the Lender a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by the Borrower or any of its Subsidiaries, to the extent not otherwise prohibited pursuant to any Contractual Obligation, Restricted Subsidiaries and (ii) deliver to the Administrative Agent Lender the certificates representing such Capital Stock, if any, together with, if applicable, 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, and (iiiB) cause such new Subsidiary (A) (other than an Excluded Guarantee Subsidiaryi) to become guarantor under a party to the Guarantee Guaranty and Pledge Security Agreement and (Bii) to take such actions reasonably necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties Lender a perfected first priority security interest in the Collateral described in the Guarantee and Pledge Collateral Agreement with respect to such new Subsidiary (other than the Capital Stock of any Excluded Pledge Subsidiaryexcept for Permitted Liens), including, without limitation, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee Guaranty and Pledge Security Agreement or by applicable law or as may be reasonably requested by the Administrative Agent.Lender, and (C) if requested by Lender, deliver to the Lender resolutions, incumbency certificates, and legal opinions relating to the matters described above,

Additional Collateral, etc. With respect to any new Subsidiary Property having a value of at least $2,000,000 individually (other than so long as the aggregate fair market value of the Properties excluded by the Borrower from inclusion in the Collateral as a Foreign Subsidiaryresult of such threshold at any time does not exceed $10,000,000 in the aggregate) created or acquired after the Closing Date by any Grantor (which, for purposes of this paragraph, shall include any existing Subsidiary that ceases to be a other than (x) Property acquired by an Excluded Foreign Subsidiary, (y) Property (other than any Oil and Gas Property) acquired by any Bison Entities, and (z) any other Property excluded from the Collateral pursuant to the terms of the Guarantee and Collateral Agreement) as to which the Administrative Agent, for the benefit of the Secured Parties, does not have a Management Subsidiary, an Inactive Subsidiary or an Excluded Pledge Subsidiary) by the Borrower or any of its Subsidiariesperfected Lien, promptly (i) execute and deliver to the Administrative Agent Mortgages, such amendments to the Guarantee and Pledge Collateral Agreement or such other documents as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a security interest (subject to Permitted Liens) in such Property and (ii) take all actions necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in all such Property, including without limitation, the filing of Mortgages or Uniform Commercial Code financing statements in such jurisdictions as may be required by the Capital Stock of such Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent. (a) With respect to 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 is owned ceases to be an Excluded Foreign Subsidiary), by Holdings, the Borrower or any of its Borrower's Subsidiaries, to the extent not otherwise prohibited pursuant to any Contractual Obligation, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, if any, together with, if applicable, 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 (iii) cause such new Subsidiary (A) (other than an Excluded Guarantee Subsidiary) to become guarantor under a party to the Guarantee and Pledge Collateral Agreement and (B) to take such actions reasonably necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties a perfected first priority security interest (subject to Permitted Liens) in the Collateral described in the Guarantee and Pledge Collateral Agreement with respect to such new Subsidiary (other than the Capital Stock of any Excluded Pledge Subsidiary), including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Pledge Collateral Agreement or by applicable law or as may be reasonably requested by the Administrative Agent. (b) Use commercially reasonable efforts to deliver to the Administrative Agent, for the benefit of the Lenders, as soon as commercially practicable, the certificates representing the shares of Class B Common Stock of the Borrower (or substitute certificates with the same rights) issued to the Original Lenders (as defined in the Existing Credit Agreement), together with a stock power for each such certificate executed by a duly authorized officer of such Original Lender.

Additional Collateral, etc. (a) [Reserved]. (b) With respect to any fee interest in any Material Real Property acquired after the Closing Date by any Loan Party (other than Excluded Real Property), within 90 days (or such later date as may be agreed by the Administrative Agent) (i) give notice of such acquisition to the Collateral Agent and promptly execute and deliver a first priority Mortgage (subject to liens permitted by Section 7.3) in favor of the Collateral Agent for the benefit of the Secured Parties, covering such Real Property (provided that no Mortgage nor survey shall be required if the Administrative Agent determines in consultation with the Borrower that the costs of obtaining such Mortgage or survey are excessive in relation to the value of the security to be afforded thereby), (ii) if reasonably requested by the Collateral Agent (A) provide the Lenders with a lenders’ title insurance policy with extended coverage covering such Real Property in an amount at least equal to the purchase price of such Real Property (or such other amount as shall be reasonably specified by the Collateral Agent) as well as a current ALTA survey thereof, together with a surveyor’s certificate unless the title insurance policy referred to above shall not contain an exception for any matter shown by a survey (except to the extent an existing survey has been provided and specifically incorporated into such title insurance policy), each in form and substance reasonably satisfactory to the Collateral Agent, (B) use commercially reasonable efforts to obtain any consents or estoppels reasonably deemed necessary by the Collateral Agent, in connection with such Mortgage, each of the foregoing in form and substance reasonably satisfactory to the Collateral Agent and (C) provide to the Administrative Agent flood insurance certificates and evidence of flood hazard insurance if any portion of the improvements on the owned Property is currently or at any time in the future identified by the Federal Emergency Management Agency as an area having special flood hazards and in which flood insurance has been made available under the National Flood Insurance Act of 1968 (and any amendment or successor act thereto) or otherwise being designated as a “special flood hazard area or part of a 100 year flood zone”, in an amount equal to 100% of the full replacement cost of the improvements; provided, however, that a portion of such flood hazard insurance may be obtained under the National Flood Insurance Act of 1968, the Flood Disaster Protection Act of 1973 or the National Flood Insurance Reform Act of 1994, as each may be amended 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 (other than a Foreign 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 a Foreign Subsidiary, a Management Subsidiary, an Inactive Subsidiary or an Excluded Pledge Subsidiary) by any Loan Party, within 60 days (or such later date as may be agreed by the Borrower or any of its Subsidiaries, promptly Administrative Agent) (i) give notice of such acquisition or creation to the Collateral Agent and, if requested by the Collateral Agent, execute and deliver to the Administrative Collateral Agent such amendments to the Guarantee and Pledge Collateral Agreement or such other documents as the Administrative Collateral Agent reasonably deems necessary or advisable to grant to the Administrative Agent, Collateral Agent for the benefit of the Secured Parties, 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 all of the Capital Stock of such new Subsidiary that is owned by the Borrower or any of its Subsidiaries, to the extent not otherwise prohibited pursuant to any Contractual Obligationsuch Loan Party, (ii) deliver to the Administrative Collateral Agent the certificates certificates, if any, representing such Capital Stock, if any, together with, if applicable, with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such SubsidiaryLoan Party, as the case may be, and (iii) cause such new Subsidiary (A) (other than an Excluded Guarantee Subsidiary) to become guarantor under a party to the Guarantee and Pledge Collateral Agreement and (B) to take such actions reasonably necessary or advisable to grant to the Administrative Collateral Agent for the benefit of the Secured Parties a perfected first priority security interest (to the extent required by the Security Documents and with the priority required by Section 4.17) in the Collateral described in the Guarantee and Pledge Collateral Agreement with respect to such new Subsidiary (other than the Capital Stock of any Excluded Pledge Subsidiary), including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Pledge Collateral Agreement or by applicable law or as may be reasonably requested by the Collateral Agent and (iv) upon the reasonable request of the Collateral Agent, deliver to the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance similar to the opinions delivered at the Closing Date. (d) With respect to any Capital Stock of any new First Tier Foreign Subsidiary or Foreign Subsidiary Holding Company (other than Excluded Capital Stock) that is created or acquired after the Closing Date by any Loan Party, within 60 days (or such later date as may be agreed by the Administrative Agent) (i) give notice of such acquisition or creation to the Collateral Agent and, if requested by the Collateral Agent, execute and deliver to the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Collateral Agent deems necessary or reasonably advisable in order to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected security interest (to the extent required by the Security Documents and with the priority required by Section 4.17) in the Capital Stock of such new Subsidiary (other than any Excluded Capital Stock) that is owned by such Loan Party and (ii) deliver to the Collateral Agent the certificates, if any, representing such Capital Stock (other than any Excluded Capital Stock), together with undated stock powers, in blank, executed and delivered by a duly authorized officer of such Loan Party, and take such other action as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect or ensure appropriate priority the Lien of the Collateral Agent thereon. (e) Notwithstanding anything in this Section 6.8 to the contrary, neither the Borrower nor any of its Restricted Subsidiaries shall be required to take any actions in order to perfect the security interest in the Collateral granted to the Collateral Agent for the ratable benefit of the Secured Parties under the laws of any jurisdiction outside the United States. (f) Notwithstanding the foregoing, to the extent any new Restricted Subsidiary is created solely for the purpose of consummating a merger transaction pursuant to an acquisition permitted by Section 7.7, and such new Subsidiary at no time holds any assets or liabilities other than any merger consideration contributed to it contemporaneously with the closing of such merger transaction, such new Subsidiary shall not be required to take the actions set forth in Section 6.8(c) or 6.8(d), as applicable, until the respective acquisition is consummated. (g) From time to time the Loan Parties shall execute and deliver, or cause to be executed and delivered, such additional instruments, certificates or documents, and take all such actions, as the Collateral Agent may reasonably request for the purposes implementing or effectuating the provisions of this Agreement and the other Loan Documents, or of renewing the rights of the Secured Parties with respect to the Collateral as to which the Collateral Agent, for the ratable benefit of the Secured Parties, has a perfected Lien pursuant hereto or thereto, including, without limitation, filing any financing or continuation statements or financing change statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created thereby. Notwithstanding the foregoing, the provisions of this Section 6.8 shall not apply to assets as to which the Administrative Agent and the Borrower shall reasonably determine that the costs and burdens of obtaining a security interest therein or perfection thereof outweigh the value of the security afforded thereby.

Additional Collateral, etc. (a) With respect to any new Subsidiary (other than a Foreign Subsidiary) created or acquired after the Closing Effective Date (which, for purposes of this paragraph, shall include any existing Subsidiary that ceases to be a Foreign Subsidiary, a Management Subsidiary, an Inactive Subsidiary or an Excluded Pledge Subsidiary) by the Borrower or any of its Subsidiaries, promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Pledge Collateral Agreement as the Administrative Agent deems necessary or advisable in order to grant to the Administrative Agent, for the benefit of the Secured PartiesLenders, a perfected first priority security interest in all of the Capital Stock of such new Subsidiary that is which are owned by the Borrower or any of its Subsidiaries, Subsidiaries and required to be pledged pursuant to the extent not otherwise prohibited pursuant to any Contractual ObligationGuarantee and Collateral Agreement, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, if any, together with, if applicable, with undated stock powers, powers endorsed in blank, blank executed and delivered by a duly authorized officer Responsible Officer of the Borrower or such Subsidiary, as the case may be, and (iii) cause such new Subsidiary (A) (other than an Excluded Guarantee Subsidiary) to become guarantor under a party to the Guarantee and Pledge Collateral Agreement and (B) to take such actions reasonably necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties Lenders a perfected first priority security interest in the Collateral collateral described in the Guarantee and Pledge Collateral Agreement with respect to such new Subsidiary (other than as contemplated by the Capital Stock of any Excluded Pledge Subsidiary)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 Pledge Collateral Agreement or by applicable law or as may be reasonably requested by the Administrative Agent and (iv) if reasonably requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinion shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent, provided that notwithstanding the foregoing, (i) only 65% of the voting Capital Stock of any direct foreign Subsidiary of the Borrower or any domestic Subsidiary need be pledged under this clause (a), (ii) no voting Capital Stock of any foreign Subsidiary other than a direct foreign Subsidiary of the Borrower or any domestic Subsidiary need be pledged under this clause (a) and (iii) no direct or indirect foreign Subsidiary shall become a Guarantor or shall be required to pledge any of its assets hereunder or under any other Loan Document. (b) Promptly, but in any event not later than 60 Business Days after the Effective Date, execute and deliver to the Administrative Agent a Mortgage reasonably satisfactory to the Administrative Agent in respect of each Mortgaged Property; and, promptly, but in any event not later than 60 Business Days after the Administrative Agent or the Required Lenders, as applicable, shall have made a request contemplated by subsection 10.17, provide to the Administrative Agent in respect of each Mortgaged Property (i) a mortgagee’s title insurance policy (or policies) or marked up unconditional binder for such insurance, provided that each such policy shall (A) be in an amount reasonably satisfactory to the Administrative Agent with respect to each Mortgaged Property covered thereby (but not in excess of the lesser of the fair market value thereof and the aggregate principal amount of the Term Loans and Revolving Credit Commitments and Incremental Revolving Loan Amounts); (B) insure that the Mortgage insured thereby creates a valid first Lien on such Mortgaged Property free and clear of all defects and encumbrances, except as disclosed therein or otherwise permitted by subsection 7.3; (C) name the Administrative Agent for the benefit of the Lenders as the insured thereunder; (D) be in the form of ALTA Loan Policy - 1992 (or equivalent policies) to the extent available in the applicable jurisdictions; (E) contain such endorsements and affirmative coverage as the Administrative Agent may reasonably request to the extent available in the applicable jurisdictions and available without material cost to the Borrower or its Subsidiaries; and (F) be issued by title companies reasonably satisfactory to the Administrative Agent (including any such title companies acting as co-insurers or reinsurers, at the option of the Administrative Agent) and (ii) evidence reasonably satisfactory to it that all premiums in respect of each such policy, all charges for mortgage recording tax, and all related expenses, if any, have been paid or duly provided for. (c) Upon the request of the Administrative Agent, to the extent permitted by applicable Requirements of Law at the time of such request, grant or cause its Subsidiaries to grant, to the Administrative Agent, a direct security interest in the Station Licenses within 30 days after receipt of such request, provided that to the extent FCC consent shall be required in connection with granting such security interest, such consent shall be requested within 30 days after receipt of such request and upon receipt of such FCC consent, such security interest shall be granted within 10 Business Days thereof. (d) Upon the occurrence and during the continuance of (i) any Event of Default with respect to paragraph (a) of Section 8, (ii) any payment default with respect to any Subordinated Indebtedness or Senior Unsecured Indebtedness, or (iii) any Event of Default with respect to subsection 7.1, promptly, but in any event not more than 30 Business Days (subject to necessary approvals by the FCC), following the request of the Administrative Agent, cause the assets relating to each Station held by the Borrower to be transferred to a related License Subsidiary or, at the election of the Administrative Agent or if there is no License Subsidiary related to such Station, another Subsidiary that has no other assets or liabilities.

Additional Collateral, etc. (a) With respect to any new Subsidiary (other than a Foreign Subsidiary) created or property acquired after the Closing Date by any Group Member (whichother than (x) any property described in paragraph (b) or (c) below, (y) any property subject to a Lien expressly permitted by Section 7.3(g) and (z) property acquired by any Excluded Foreign Subsidiary) as to which the Administrative Agent, for purposes the benefit of this paragraphthe Lenders, shall include any existing Subsidiary that ceases to be does not have a Foreign Subsidiary, a Management Subsidiary, an Inactive Subsidiary or an Excluded Pledge Subsidiary) by the Borrower or any of its Subsidiariesperfected Lien, promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Pledge Collateral Agreement or such other documents as the Administrative Agent reasonably deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a security interest in such property and (ii) take all actions necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent. (b) With respect to any new Subsidiary (other than an Excluded Foreign Subsidiary) created or acquired after the Closing Date by any Group Member (which, for the purposes of this paragraph (b), shall include any existing Subsidiary that ceases to be an Excluded Foreign Subsidiary), promptly (i) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent and (C) to deliver to the Administrative Agent a certificate of such Subsidiary, in a form reasonable to the Administrative Agent, and (ii) 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. (c) With respect to any new Excluded Foreign Subsidiary created or acquired after the Closing Date by any Group Member (other than by any Group Member that is an Excluded Foreign Subsidiary), promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured PartiesLenders, a perfected first priority security interest in all of the Capital Stock of such new Excluded Foreign Subsidiary that is owned by any such Group Member (provided that in no event shall more than 65% of the Borrower or total outstanding voting Capital Stock of any of its Subsidiaries, such new Excluded Subsidiary be required to the extent not otherwise prohibited pursuant to any Contractual Obligationbe so pledged), (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, if any, together with, if applicable, with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or relevant Group Member, and take such Subsidiaryother action as may be necessary or, as in the case may beopinion of the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein, and (iii) cause such new Subsidiary (A) (other than an Excluded Guarantee Subsidiary) to become guarantor under the Guarantee and Pledge Agreement and (B) to take such actions reasonably 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 Pledge Agreement with respect to such new Subsidiary (other than the Capital Stock of any Excluded Pledge Subsidiary), including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Pledge Agreement or by applicable law or as may be reasonably 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 Initial Closing Date by the Parent Borrower or any of its Subsidiaries (other than (x) any property described in paragraph (b), (c) or (d) below, (y) any property subject to a Lien expressly permitted by Section 7.3(g) and (z) property acquired by any Excluded Foreign Subsidiary) as to which the Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien, 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 to grant to the Administrative Agent, for the benefit of the Lenders, a security interest in such property and (ii) take all actions necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent. (b) [Intentionally omitted.] (c) With respect to any new Subsidiary (other than a an Excluded Foreign Subsidiary) created or acquired after the Initial Closing Date by the Parent Borrower (which, for the purposes of this paragraphparagraph (c), shall include any existing Subsidiary that ceases to be a an Excluded Foreign Subsidiary), a Management Subsidiary, an Inactive Subsidiary or an Excluded Pledge Subsidiary) by the Parent Borrower or any of its Subsidiaries, promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Pledge Collateral Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured PartiesLenders, a perfected first priority security interest in all of the Capital Stock of such new Subsidiary that is owned by the Parent Borrower or any of its Subsidiaries, to the extent not otherwise prohibited pursuant to any Contractual Obligation, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, if any, together with, if applicable, with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Parent Borrower or such Subsidiary, as the case may be, and (iii) cause such new Subsidiary (A) (other than an Excluded Guarantee Subsidiary) to become guarantor under a party to the Guarantee and Pledge Agreement and Collateral Agreement, (B) to take such actions reasonably necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties Lenders a perfected first priority security interest in the Collateral described in the Guarantee and Pledge Collateral Agreement with respect to such new Subsidiary (other than the Capital Stock of any Excluded Pledge Subsidiary), including, without limitation, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Pledge Collateral Agreement or by applicable law or as may be reasonably requested by the Administrative Agent and (C) to deliver to the Administrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit C, with appropriate insertions and attachments, and (iv) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. (d) With respect to any new Excluded Foreign Subsidiary created or acquired after the Initial Closing Date by the Parent 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 Parent Borrower or any of its 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 the Parent 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 Administrative Agent's security interest therein, 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 new Subsidiary property (other than a Foreign Subsidiaryto the extent included in the definition of Collateral and not constituting Excluded Assets) created or acquired after the Closing Date by any Loan Party (whichother than (x) any property described in paragraph (b) or (c) below, and (y) any property subject to a Lien expressly permitted by Section 7.3(g)) as to which the Administrative Agent, for purposes the ratable benefit of this paragraphthe Secured Parties, shall include any existing Subsidiary that ceases to be does not have a Foreign Subsidiary, a Management Subsidiary, an Inactive Subsidiary or an Excluded Pledge Subsidiary) by the Borrower or any of its Subsidiariesperfected Lien, promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Pledge Collateral Agreement, or such other documents as the Administrative Agent may reasonably deem necessary or advisable to evidence that such Loan Party is a Guarantor and to grant to the Administrative Agent, for the ratable benefit of the 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 Lien in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement, or by law or as may be requested by the Administrative Agent. (b) With respect to any new direct or indirect Domestic Subsidiary of the Borrower created or acquired after the Closing Date (including any such Domestic Subsidiary acquired pursuant to a Permitted Acquisition), promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent reasonably deems necessary or advisable to grant to the Administrative Agent, for the ratable benefit of the Secured Parties, a perfected first priority security interest and Lien in all of the Capital Stock of such new Domestic Subsidiary that is owned directly or indirectly by the Borrower or any of its Subsidiaries, to the extent not otherwise prohibited pursuant to any Contractual ObligationBorrower, (ii) 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, if any, together with, if applicable, with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Subsidiaryany other applicable Loan Party, as the case may be, and (iii) cause such new Domestic Subsidiary (A) (other than an Excluded Guarantee Subsidiary) to become guarantor under a party to the Guarantee and Pledge Collateral Agreement as a Grantor and a Guarantor thereunder, (B) to take such actions reasonably as are 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 security interest and Lien in the Collateral described in the Guarantee and Pledge Agreement Collateral Agreement, with respect to such new Subsidiary (other than the Capital Stock of any Excluded Pledge Domestic Subsidiary), including, without limitation, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Pledge Collateral Agreement or by applicable law or as may be requested by the Administrative Agent, (C) to become a Loan Party by executing a joinder agreement in form and substance acceptable to Administrative Agent in its reasonable discretion and (D) to deliver to the Administrative Agent a certificate of the secretary (or other equivalent officer) of such Domestic Subsidiary of the type described in Section 5.1(c), in form reasonably satisfactory to the Administrative Agent, with appropriate insertions and attachments, and (iv) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions addressing such matters as the Administrative Agent may reasonably specify, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, any Subsidiary created for the purpose of consummating an acquisition and that the Borrower plans to merge out of existence in connection with such acquisition shall not be required to comply with the foregoing clause (b) provided that such Subsidiary is actually merged out of existence in connection with such acquisition. (c) With respect to any new First Tier Foreign Subsidiary or any First Tier Foreign Subsidiary Holding Company, as applicable, created or acquired after the Closing Date by any Loan Party, promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent reasonably deems necessary or advisable to grant to the Administrative Agent, for the ratable benefit of the Secured Parties, a perfected first priority security interest and Lien in the Capital Stock of such new First Tier Foreign Subsidiary or First Tier Foreign Subsidiary Holding Company, as applicable, that is owned by any such Loan Party (provided that in no event shall more than 66% 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), (ii) deliver to the Administrative Agent the certificates representing such Capital Stock (if certificated), together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and take such other action (including, as applicable, the delivery of any Foreign Pledge Documents reasonably requested by the Administrative Agent for any Foreign Subsidiaries that contribute more than $1,500,000 in revenue) as may be necessary or, in the reasonable opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein, and (iii) if reasonably requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. (d) Each Loan Party shall use commercially reasonable efforts to obtain a landlord’s agreement or bailee letter, as applicable, from the lessor of its headquarters location and from the lessor of or the bailee related to any other location where in excess of $1,500,000 of Collateral is stored or located, in each case, if requested by the Administrative Agent, which agreement or letter, in any such case, shall contain a waiver or subordination of all Liens or claims that the landlord or bailee may assert against the Collateral at that location, and shall otherwise be reasonably satisfactory in form and substance to the Administrative Agent. Each Loan Party shall pay and perform its material obligations under all leases and other agreements with respect to each leased location or public warehouse where any Collateral is or may be located. (e) Not later than 120 days (or such longer period as the Administrative Agent may agree in writing in its discretion) after (i) any Material Real Property is acquired by a Loan Party after the Closing Date or (ii) an entity becomes a Loan Party if such entity owns Material Real Property at the time it becomes a Loan Party, cause such Material Real Property to be subject to a Lien and Mortgage in favor of the Administrative Agent for the benefit of the Secured Parties and take, or cause the relevant Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect or record such Lien, in each case to the extent required by, and subject to the limitations and exceptions of, the Loan Documents and to otherwise comply with the requirements of the Loan Documents. Notwithstanding anything to the contrary contained in this Section 6.11(e), prior to the execution of any Mortgage for any such Material Real Property, (x) the Borrower shall deliver to the Administrative Agent advance notice of the address of any such Material Real Property and (y) the Administrative Agent shall provide the Lenders with at least 30 days’ prior written notice of the address of such Material Real Property (it being understood that the Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into the accuracy of any such address, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to provide any such notice). 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 Closing Date until the date that occurs thirty (30) days after the Administrative Agent has delivered to the Lenders (which may be delivered electronically) the following documents in respect of such real property: (i) a completed flood hazard determination from a third party vendor; (ii) if such real property is located in a “special flood hazard area”, (A) a notification to the Borrower (or applicable Loan Party) of that fact and (if applicable) notification to the Borrower that flood insurance coverage is not available and (B) evidence of the receipt by the Borrower of such notice; and (iii) if such notice is required to be provided to the Borrower and flood insurance is available in the community in which such real property is located, evidence of required flood insurance.

Additional Collateral, etc. With respect to (i) If any new additional Restricted Subsidiary (other than a Foreign Subsidiary) created is formed or acquired after the Closing Date (which, for purposes of this paragraph, shall include including any existing Unrestricted Subsidiary that ceases to be is designated as a Foreign Restricted Subsidiary), unless such Subsidiary is an Excluded Subsidiary, a Management Subsidiarythe Borrowers will, an Inactive Subsidiary on or an Excluded Pledge Subsidiary) by prior to the Borrower or any latest of its Subsidiaries, promptly (i) 60 days after such formation or acquisition, (ii) the date on which financial statements are required to be delivered pursuant to Section 6.1(a) or (b), as applicable, with respect to the fiscal quarter in which such Restricted Subsidiary was formed or acquired and (iii) such later date as the Administrative Agent shall reasonably agree, cause such Restricted Subsidiary to execute and to deliver to the Administrative Agent such amendments (1) a Guarantor Joinder Agreement, (2) subject to the Guarantee Agreed Security Principles, applicable Security Documents substantially similar to other Loan Parties organized in the same jurisdiction or, if at such time there are no other Loan Parties in such jurisdiction, in respect of substantially all of its assets (other than any Excluded Assets) to the extent customary under applicable Law (as determined by the Borrower Representative and Pledge Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in all of the Capital Stock of such new Subsidiary that is owned by the Borrower or any of its Subsidiaries, to the extent not otherwise prohibited pursuant to any Contractual Obligation, (iigood faith) deliver to the Administrative Agent the certificates representing such Capital Stock, if any, together with, if applicable, 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 (iii3) cause such new Subsidiary (A) (other than an Excluded Guarantee Subsidiary) to become guarantor under the Guarantee and Pledge Agreement and (B) to take such actions reasonably 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 Pledge Agreement with respect to such new Subsidiary (other than the Capital Stock of any Excluded Pledge Subsidiary), including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Pledge Agreement or by applicable law or as may be if reasonably requested by the Administrative Agent, legal opinions relating to the matters described above, which opinions shall be in form and substance reasonably satisfactory to the Administrative Agent. (ii) [Reserved]. (iii) Notwithstanding anything to the contrary in this Agreement or any other Loan Document, (i) in no event shall control agreements or perfection by control or similar arrangements be required with respect to any Collateral (including deposit or securities accounts), other than in respect of (x) delivery of the certificated Equity Interests in UK Holdco, the Borrowers and material wholly-owned Restricted Subsidiaries thereof to the extent constituting Collateral and required to be pledged and delivered pursuant to the Security Documents and (y) delivery of any intercompany notes (other than the Global Intercompany Note) and other promissory notes held by a Borrower or a Guarantor that constitute Collateral evidencing debt for borrowed money in a principal amount of at least $25,000,000 to the extent required to be pledged and delivered pursuant to the Security Documents, (ii) in no event shall Collateral include any Excluded Assets unless the Borrower Representative so elects, (iii) in no event shall entry into any source code escrow arrangements or the registration of any intellectual property be required, (iv) no perfection actions shall be required, nor shall the Administrative Agent or Collateral Agent be authorized to take any perfection or other actions, other than (A) with respect to US Loan Parties, (1) filings pursuant to the UCC in the office of the secretary of state (or similar central filing office) of the relevant state(s), (2) filings in the United States Copyright Office or the United States Patent and Trademark Office with respect to intellectual property and (3) subject to the Intercreditor Agreements, delivery to the Administrative Agent to be held in its possession of Collateral consisting of certificated Equity Interests, intercompany notes and other promissory notes described in clause (i) above and (B) the actions required by the applicable Security Documents to the extent consistent with the “Agreed Security Principles” set forth on Schedule 1.1B, (v) (A) no actions in any jurisdiction other than an Applicable Security Jurisdiction, or required by the laws of any jurisdiction other than an Applicable Security Jurisdiction, shall be required to be taken, nor shall the Administrative Agent or the Collateral Agent be authorized to take any such action, to create any security interests in assets located or titled outside of an Applicable Security Jurisdiction (including any Equity Interests of Subsidiaries organized under the laws of a jurisdiction other than an Applicable Security Jurisdiction) or to perfect or make enforceable any security interests in any such assets (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any jurisdiction other than an Applicable Security Jurisdiction and all guarantee agreements shall be governed under the laws of the State of New York) and (B) the Security Documents shall be consistent with the “Agreed Security Principles” set forth on Schedule 1.1B and (vi) no Loan Party shall be required to seek any landlord lien waiver, estoppel, warehouseman waiver or other collateral access or similar letter or agreement (this paragraph, the “Collateral and Guarantee Principles”).

Additional Collateral, etc. With (a) subject to Section 5.9(d), with respect to any new Subsidiary personal Property (other than a Foreign SubsidiaryExcluded Assets) acquired, created or acquired developed (including the filing of any applications for the registration or issuance of any Intellectual Property) after the Closing Date (which, for purposes of this paragraph, shall include by any existing Subsidiary that ceases to be a Foreign Subsidiary, a Management Subsidiary, an Inactive Subsidiary or an Excluded Pledge Subsidiary) by the Borrower or any of its SubsidiariesLoan Party, promptly (iand in any event within fifteen (15) days unless otherwise agreed to by the US Borrower and the Administrative Agent) (x) execute and deliver to the Administrative Agent such amendments to the Guarantee and Pledge Collateral Agreement (including schedules thereto) or such other documents as the Administrative Agent deems reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a security interest in such Property and (y) take all actions reasonably necessary to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest (subject to Permitted Liens) in all of the Capital Stock of such new Subsidiary that is owned by the Borrower or any of its Subsidiaries, Property to the extent not otherwise prohibited pursuant required under the Guarantee and Collateral Agreement, including the filing of UCC financing statements in such United States jurisdictions as may be required by the Guarantee and Collateral Agreement. (b) With respect to any Contractual Obligationfee interest in any real property (other than Excluded Assets) acquired after the Closing Date by any Loan Party, as soon as reasonably practicable and in any case on or prior to ninety (90) days after such acquisition or such later date as the Administrative Agent shall reasonably agree (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, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, if any, together with, if applicable, 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 (iii) cause such new Subsidiary (A) (other than an Excluded Guarantee Subsidiary) to become guarantor under the Guarantee and Pledge Agreement and (B) to take such actions reasonably necessary or advisable to grant to provide the Administrative Agent for the benefit of the Secured Parties with title and extended (to the extent available without surveys) coverage insurance covering such real property in an amount at least equal to the purchase price of such real property as well as, if available and reasonably requested by the Administrative Agent, a current ALTA survey thereof, together with a surveyor’s certificate (in form and substance reasonably satisfactory to the Administrative Agent), each of the foregoing in form and substance reasonably satisfactory to the Xxxxxxxxxxxxxx Xxxxx, (xxx) if reasonably requested by the Administrative Agent, deliver to the Administrative Agent legal opinions of local counsel and counsel in the jurisdiction where the Loan Party that owns such Mortgaged Property is located, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent, and (iv) if such Mortgaged 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 improvements on such Mortgaged Property are located in an area which has been identified by the director of the Federal Emergency Management Agency as a “special flood hazard area”, provide to the Administrative Agent (A) evidence of a policy of flood insurance that (1) covers such improvements and (2) is written in an amount reasonably satisfactory to the Administrative Agent (not to exceed 100% of the value of such improvements as reasonably determined by the US Borrower) and complies with Regulation H and all other applicable laws and (B) a confirmation that the applicable Loan Party has received the notice requested pursuant to Section 208.25(i) of Regulation H of the Board. (c) With respect to any new Restricted Subsidiary (other than Excluded Subsidiaries) that would constitute a Subsidiary Guarantor within the meaning of that term acquired or formed after the Closing Date promptly (and in any event within fifteen (15) days unless otherwise agreed to by the US Borrower and the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement (including schedules thereto) as the Administrative Agent reasonably deems necessary to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest (subject to Permitted Liens) in the Capital Stock of such new Restricted Subsidiary that is owned by such Loan Party (other than Excluded Assets), (ii) deliver to the Administrative Agent (x) the certificates, if any, representing such Capital Stock constituting certificated securities under the UCC, together with undated stock powers, in blank, and (y) any note, instrument or debt security in amount in excess of $2,000,000, together with undated instruments of transfer endorsed in blank, in each case executed and delivered by a duly authorized officer of such Loan Party to the extent required by the Guarantee and Collateral Agreement, (iii) cause such new Restricted Subsidiary (A) to become a party to the Guarantee and Collateral Agreement and (B) to take such actions necessary to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest (subject to Permitted Liens) in the Collateral described in the Guarantee and Pledge Collateral Agreement with respect to such new Subsidiary (other than Restricted Subsidiary, including the Capital Stock recording of any Excluded Pledge Subsidiary)instruments in the U.S. Patent and Trademark Office and the U.S. Copyright Office, includingif required, without limitation, and the filing of Uniform Commercial Code UCC financing statements in such jurisdictions as may be required by the Guarantee and Pledge Agreement or by applicable law or as may be Collateral Agreement, and (iv) if reasonably requested by the Administrative Agent, deliver to the Administrative Agent customary legal opinions relating to the matters described above. (d) Notwithstanding the foregoing provisions of this Section 5.9 or any other provision hereof or of any other Loan Document, (i) the US Borrower and Guarantors shall not be required to grant a security interest in any Excluded Assets, (ii) no Loan Party shall be required to take any actions outside the United States to create or perfect any Liens on the Collateral (including any intellectual property registered in any jurisdiction outside the United States) and no Security Document shall be governed by the laws of any jurisdiction outside the United States, except with respect to any assets located in Canada that do not constitute Excluded Assets (to the extent reasonably requested by the Administrative Agent), (iii) the Loan Parties shall not be required to (A) deliver control agreements or (B) otherwise deliver perfection by “control” (within the meaning of the Uniform Commercial Code) (including with respect to deposit accounts, securities accounts and commodities accounts), other than delivery of stock certificates of Subsidiaries (other than Excluded Assets) and instruments, notes and debt securities (and related stock powers, instruments of transfer and endorsements) to the extent required by the Security Documents, and (iv) the Loan Parties shall not be required to perfect security interests in Collateral other than as required under the terms of the Security Documents.

Additional Collateral, etc. (a) With respect to any new Subsidiary (other than a Foreign Subsidiary) created or property constituting Collateral described in the Guarantee and Collateral Agreement acquired after the Closing Date (whichby any Loan Party as to which the Administrative Agent, for purposes the benefit of this paragraphthe Lenders, shall include any existing Subsidiary that ceases to be does not have a Foreign Subsidiary, a Management Subsidiary, an Inactive Subsidiary or an Excluded Pledge Subsidiary) by the Borrower or any of its Subsidiariesperfected Lien, promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Pledge Collateral Agreement or such other documents as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a security interest in such property and (ii) take all actions necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent; provided that the Loan Parties shall not be required to take any such action with respect to any Intellectual Property acquired after the Closing Date until the earlier of the date on which (i) the aggregate value of all such Intellectual Property with respect to which the actions described above have not already been taken shall be at least $10,000,000 or (ii) the list describing such Intellectual Property is required to be furnished to the Administrative Agent and each Lender pursuant to Section 6.2(b). (b) With respect to any new Subsidiary (other than a Foreign Subsidiary, an Excluded Subsidiary, a Securitization Entity or any Subsidiary of a Foreign Subsidiary, Excluded Subsidiary or Securitization Entity) created or acquired after the Closing Date by any Loan Party, promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured PartiesLenders, a perfected first priority security interest in all of the Capital Stock of such new Subsidiary that is owned by the Borrower or any of its Subsidiaries, to the extent not otherwise prohibited pursuant to any Contractual ObligationLoan Party, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, if any, together with, if applicable, with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Subsidiaryrelevant Loan Party, as the case may be, and (iii) cause such new Subsidiary (A) (other than an Excluded Guarantee Subsidiary) to become guarantor under a party to the Guarantee and Pledge Agreement and Collateral Agreement, (B) to take such actions reasonably necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties Lenders a perfected first priority security interest in the Collateral described in the Guarantee and Pledge Collateral Agreement with respect to such new Subsidiary (other than the Capital Stock of any Excluded Pledge Subsidiary), including, without limitation, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Pledge Collateral Agreement or by applicable law or as may be requested by the Administrative Agent and (C) to deliver to the Administrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit C, with appropriate insertions and attachments, and (iv) if reasonably requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. (c) With respect to any new Foreign Subsidiary created or acquired after the Closing Date by any Loan Party (other than by any Foreign Subsidiary, an Excluded Subsidiary or a Securitization Entity), 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 a portion of the Capital Stock of such new Subsidiary that is owned by any such Loan Party (provided that in no event shall more than 66% 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 relevant Group Member, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein, and (iii) if reasonably requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.

Additional Collateral, etc. With Except during a Collateral Release Period, with respect to any new Subsidiary (other than a Foreign Subsidiary) created or Collateral acquired after the Closing Date or with respect to any property or asset which becomes Collateral pursuant to the definition thereof after the Closing Date, promptly (whichand, for purposes in any event, (A) with respect to any Deposit Account, Securities Account or Commodities Account, within the time period set forth in the second paragraph of this paragraphSection 5.10 applicable to such Deposit Account, shall include Securities Account or Commodities Account and (B) with respect to any existing Subsidiary that ceases other Collateral or any other property or asset which becomes Collateral, within 20 Business Days following the date of such acquisition or designation, or in each case, such longer period as consented to be a Foreign Subsidiary, a Management Subsidiary, an Inactive Subsidiary or an Excluded Pledge Subsidiary) by the Borrower or any of Administrative Agent in its Subsidiaries, promptly sole discretion) (i) execute and deliver to the Administrative Agent, the Collateral Agent and the Collateral Trustee such amendments to the Guarantee and Pledge Collateral Agreement or such other Security Documents as the Administrative Collateral Agent or the Collateral Trustee, as the case may be, deems necessary or reasonably advisable to grant to the Collateral Trustee, for the benefit of the Secured Parties, a security interest in such Collateral and (ii) take all actions necessary or reasonably requested by the Administrative AgentAgent to grant to the Collateral Trustee, for the benefit of the Secured Parties, a perfected (subject to the limitations set forth in Section 3.19) first priority security interest in all of the Capital Stock of such new Subsidiary that is owned by the Borrower or any of its Subsidiaries, to the extent not otherwise prohibited pursuant to any Contractual Obligation, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, if any, together with, if applicable, 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 (iii) cause such new Subsidiary (A) Collateral (other than an any Excluded Guarantee Subsidiary) to become guarantor under the Guarantee and Pledge Agreement and (B) to take such actions reasonably 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 Pledge Agreement Perfection Assets and, except with respect to such new Subsidiary Pledged Securities in the possession of the Collateral Trustee, subject to Permitted Liens, and in respect of Pledged Securities in the possession of the Collateral Trustee, the Permitted Liens set forth in clause (g) of the definition thereof and with respect to any other than the Capital Stock of any Excluded Pledge SubsidiaryPriority Lien Obligations), including, without limitation, including the filing of Uniform Commercial Code UCC financing statements in such jurisdictions as may be required by the Guarantee and Pledge Collateral Agreement or by applicable law or as may be reasonably requested by the Administrative Agent, the Collateral Agent or the Collateral Trustee (it being understood and agreed that no Control Agreements shall be required pursuant to this Section 5.09(a) in respect of any Counterparty Accounts). 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).

Additional Collateral, etc. With 3. Except during a Collateral Release Period, with respect to any Collateral acquired after the Closing Date or with respect to any property or asset which becomes Collateral pursuant to the definition thereof after the Closing Date, promptly (and, in any event, (A) with respect to any Deposit Account, Securities Account or Commodities Account, within the time period set forth in the second paragraph of Section 5.10 applicable to such Deposit Account, Securities Account or Commodities Account and (B) with respect to any other Collateral or any other property or asset which becomes Collateral, within 20 Business Days following the date of such acquisition or designation) (i) execute and deliver to the Administrative Agent, the Collateral Agent and the Collateral Trustee such amendments to the Guarantee and Collateral Agreement or such other 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 Trustee, for the benefit of the Secured Parties, a security interest in such Collateral and (ii) take all actions necessary or reasonably requested by the Administrative Agent to grant to the Collateral Trustee, for the benefit of the Secured Parties, a perfected (subject to the limitations set forth in Section 3.19) first priority security interest in such Collateral (other than any Excluded Perfection Assets and, except with respect to Pledged Securities in the possession of the Collateral Trustee, subject to Permitted Liens, and in respect of Pledged Securities in the possession of the Collateral Trustee, the Permitted Liens set forth in clause (g) of the definition thereof and with respect to any other Priority Lien Obligations), including 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 Administrative Agent, the Collateral Agent or the Collateral Trustee (it being understood and agreed that no Control Agreements shall be required pursuant to this Section 5.09(a) in respect of any Counterparty Accounts). 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). (a) 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 Closing Date by the Borrower or any other Loan Party or which becomes Collateral pursuant to the definition thereof (other than any Excluded Perfection Assets), promptly (and, in any event, within 60 days following the date of such acquisition or such longer period as consented to by the Administrative Agent in its sole discretion) (i) execute and deliver a first priority Mortgage in favor of the Collateral Trustee, for the benefit of the Secured Parties, covering such real property and complying with the provisions herein and in the Security Documents, (ii) provide the Secured Parties with (A) title and extended coverage insurance (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, the Collateral Agent or the Collateral Trustee, which may be the value of the generation assets, if applicable, situated thereon), together with such endorsements as are reasonably required by the Administrative Agent, the Collateral Agent or the Collateral Trustee and are obtainable in the State in which such Mortgaged Property is located, as well as a current ALTA survey thereof complying with the requirements set forth in Schedule 5.09(b) and all of the other provisions herein and in the Security Documents, together with a surveyor’s certificate and (B) any consents or estoppels reasonably deemed necessary or advisable by the Administrative Agent, the Collateral Agent or the Collateral Trustee in connection with such Mortgage, each of the foregoing in form and substance reasonably satisfactory to the Administrative Agent, the Collateral Agent 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 Borrower 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 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 Trustee and (v) deliver to the Administrative Agent a notice identifying the 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 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. (b) Except during a Collateral Release Period (other than for purposes of providing Guarantees of the Guaranteed Obligations hereunder), with respect to any new Subsidiary (other than a Foreign an Unrestricted Subsidiary or an Excluded Subsidiary) created or acquired after the Closing Date (which, for the purposes of this paragraphSection 5.09(c), shall include any existing Subsidiary that ceases to be a Foreign Subsidiary, a Management an Unrestricted Subsidiary, an Inactive Excluded Foreign Subsidiary or an Excluded Pledge Project Subsidiary) by the Borrower or any of its the Subsidiaries, promptly (and, in any event, within 20 Business Days following such creation or the date of such acquisition), (i) execute and deliver to the Administrative Agent, the Collateral Agent and the Collateral Trustee such amendments to the Guarantee and Pledge Collateral Agreement as the Administrative Agent, the Collateral Agent or the Collateral Trustee deems necessary or reasonably advisable to grant to the Administrative AgentCollateral Trustee, for the benefit of the Secured Parties, a valid, perfected first priority security interest in all of the Capital Stock of Equity Interests in such new Subsidiary that is are owned by the Borrower or any of its the Subsidiaries, to the extent not otherwise prohibited pursuant to any Contractual Obligation, (ii) deliver to the Administrative Agent Collateral Trustee the certificates representing such Capital Stockcertificates, if any, representing such Equity Interests, together with, if applicable, with undated instruments of transfer or stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Subsidiary, as the case may be, and (iii) cause such new Subsidiary that is not an Excluded Subsidiary or an Unrestricted Subsidiary (A) (other than an Excluded Guarantee Subsidiary) to become guarantor under a party to the Guarantee and Pledge Collateral Agreement 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 reasonably necessary or advisable reasonably requested by the Administrative Agent to grant to the Administrative Agent Collateral Trustee, for the benefit of the Secured Parties Parties, a perfected (subject to the limitations set forth in Section 3.19) first priority security interest (except with respect to Pledged Securities, subject to Permitted Liens, and in respect of Pledged Securities, the Permitted Liens in clause (g) of the definition thereof) in the Collateral described in the Guarantee and Pledge 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 the Capital Stock of with respect to any Excluded Pledge Subsidiary), including, without limitation, Counterparty Accounts) and the filing of Uniform Commercial Code UCC financing statements in such jurisdictions as may be required by the Guarantee and Pledge Collateral Agreement or by applicable law or as may be reasonably requested by the Administrative Agent, the Collateral Agent or the Collateral Trustee and (iv) deliver to the Administrative Agent, the Collateral Agent and the Collateral Trustee, if reasonably requested, legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent, the Collateral Agent and the Collateral Trustee. (c) Except during a Collateral Release Period, with respect to any new Excluded Foreign Subsidiary (other than an Unrestricted Subsidiary or an Excluded Subsidiary pursuant to clause (ii) or (iii) of the definition thereof that is a subsidiary of an Excluded Foreign Subsidiary) created or acquired after the Closing Date by the Borrower or any of its Subsidiaries, promptly (and, in any event, within 20 Business Days following such creation or the date of such acquisition) (i) execute and deliver to the Administrative Agent, the Collateral Agent and the Collateral Trustee such amendments to the Guarantee and Collateral Agreement as the Administrative Agent, the Collateral Agent or the Collateral Trustee deems necessary or advisable in order to grant to the Collateral Trustee, for the benefit of the Secured Parties, a perfected first priority security interest in the Equity Interests in such new Excluded Foreign Subsidiary that is directly owned by the Borrower or any of its Domestic Subsidiaries (provided that in no event shall more than 66% of the total outstanding voting first-tier Equity Interests in any such new Excluded Foreign Subsidiary be required to be so pledged), (ii) deliver to the Collateral Trustee the certificates representing such Equity Interests, together with undated instruments of transfer or stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such 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 security interest of the Collateral Trustee thereon and (iii) deliver to the Administrative Agent, the Collateral Agent and the 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 Collateral Trustee.

Additional Collateral, etc. (a) With respect to any new Subsidiary property (to the extent included in the definition of Collateral and not constituting Excluded Assets) acquired after the Restatement Date by any Loan Party or Enterasys (other than (x) any property described in paragraph (b) or (c) below, and (y) any property subject to a Foreign SubsidiaryLien expressly permitted by Section 7.3(g)) created or acquired after as to which the Closing Date (whichAdministrative Agent, for purposes the ratable benefit of this paragraphthe Secured Parties, shall include any existing Subsidiary that ceases to be does not have a Foreign Subsidiary, a Management Subsidiary, an Inactive Subsidiary or an Excluded Pledge Subsidiary) by the Borrower or any of its Subsidiariesperfected Lien, promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement, the Enterasys Pledge Agreement or such other documents as the Administrative Agent may reasonably deem necessary or advisable to evidence that such Loan Party is a Guarantor and to grant to the Administrative Agent, for the ratable benefit of the 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 Lien in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement, 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 Domestic Subsidiary of the Borrower created or acquired after the Restatement Date (including any such Material Domestic Subsidiary acquired pursuant to a Permitted Acquisition, and including any Immaterial Subsidiary existing as of the Restatement Date which becomes a Material Domestic Subsidiary after the Restatement Date), promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent reasonably deems necessary or advisable to grant to the Administrative Agent, for the ratable benefit of the Secured Parties, a perfected first priority security interest and Lien in all of the Capital Stock of such new Material Domestic Subsidiary that is owned directly or indirectly by the Borrower or any of its Subsidiaries, to the extent not otherwise prohibited pursuant to any Contractual ObligationBorrower, (ii) 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, if any, together with, if applicable, with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Subsidiaryany other applicable Loan Party, as the case may be, and (iii) cause such new Material Domestic Subsidiary (A) (other than an Excluded Guarantee Subsidiary) to become guarantor under a party to the Guarantee and Pledge Collateral Agreement as a Grantor and a Guarantor thereunder, (B) to take such actions reasonably as are 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 security interest and Lien in the Collateral described in the Guarantee and Pledge Agreement Collateral Agreement, with respect to such new Subsidiary (other than the Capital Stock of any Excluded Pledge Material Domestic Subsidiary), including, without limitation, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Pledge Collateral Agreement or by applicable law or as may be requested by the Administrative Agent and (C) to deliver to the Administrative Agent a certificate of the secretary (or other equivalent officer) of such Material Domestic Subsidiary of the type described in Section 5.1(c), in form reasonably satisfactory to the Administrative Agent, with appropriate insertions and attachments, and (iv) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions addressing such matters as the Administrative Agent may reasonably specify, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. (c) With respect to any new First Tier Foreign Subsidiary or any First Tier Foreign Subsidiary Holding Company, as applicable, created or acquired after the Restatement Date by any Loan Party or Enterasys, promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement or the Enterasys Pledge Agreement as the Administrative Agent reasonably deems necessary or advisable to grant to the Administrative Agent, for the ratable benefit of the Secured Parties, a perfected first priority security interest and Lien in the Capital Stock of such new First Tier Foreign Subsidiary or First Tier Foreign Subsidiary Holding Company, as applicable, that is owned by any such Loan Party or Enterasys (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new First Tier Foreign Subsidiary (other than the Irish Guarantor) or First Tier Foreign Subsidiary Holding Company (other than the Irish Guarantor), as applicable, be required to be so pledged), (ii) deliver to the Administrative Agent the certificates representing such Capital Stock (if certificated), together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party or Enterasys, and take such other action (including, as applicable, the delivery of any Foreign Pledge Documents reasonably requested by the Administrative Agent) as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein, and (iii) if reasonably requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. (d) Each Loan Party shall use commercially reasonable efforts to obtain a landlord’s agreement or bailee letter, as applicable, from the lessor of its headquarters location and from the lessor of or the bailee related to any other location where in excess of $750,000 of Collateral is stored or located, in each case, if requested by the Administrative Agent, which agreement or letter, in any such case, shall contain a waiver or subordination of all Liens or claims that the landlord or bailee may assert against the Collateral at that location, and shall otherwise be reasonably satisfactory in form and substance to the Administrative Agent. After the Restatement Date, no real property or warehouse space shall be leased by any Loan Party and no Inventory shall be shipped to a processor or converter under arrangements established after the Restatement Date, without the prior written consent of the Administrative Agent or unless and until a reasonably satisfactory landlord agreement or bailee letter, as appropriate, if requested by the Administrative Agent, shall first have been obtained with respect to such location. Each Loan Party shall pay and perform its material obligations under all leases and other agreements with respect to each leased location or public warehouse where any Collateral is or may be located. (e) Not later than 120 days (or such longer period as the Administrative Agent may agree in writing in its discretion) after (i) any Material Real Property is acquired by a Loan Party after the Restatement Date or (ii) an entity becomes a Loan Party if such entity owns Material Real Property at the time it becomes a Loan Party, cause such Material Real Property to be subject to a Lien and Mortgage in favor of the Administrative Agent for the benefit of the Secured Parties and take, or cause the relevant Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect or record such Lien, in each case to the extent required by, and subject to the limitations and exceptions of, the Loan Documents and to otherwise comply with the requirements of the Loan Documents. Notwithstanding anything to the contrary contained in this Section 6.11(e), prior to the execution of any Mortgage for any such Material Real Property, (x) the Borrower shall deliver to the Administrative Agent advance notice of the address of any such Material Real Property and (y) the Administrative Agent shall provide the Lenders with at least 45 days’ prior written notice of the address of such Material Real Property (it being understood that the Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into the accuracy of any such address, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to provide any such notice). (f) With respect to the Irish Guarantor, promptly (i) cause the Irish Guarantor (A) to become a party to the Guarantee and Collateral Agreement as a Grantor and a Guarantor thereunder, (B) to take such actions as are 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 security interest and Lien in the Collateral described in the Guarantee and Collateral Agreement, with respect to the Irish Guarantor, 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 Administrative Agent, and the filing of Form C1 with the Irish Companies Registration Office, the filing of a notification with the Revenue Commissioners of Ireland in accordance with section 1001 of the Irish Taxes Consolidation Xxx 0000, and take such other action (including, as applicable, the delivery of any foreign law security documents reasonably requested by the Administrative Agent) as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein and (C) to deliver to the Administrative Agent a certificate of the secretary (or other equivalent officer) of the Irish Guarantor of the type described in Section 5.1(c), in form reasonably satisfactory to the Administrative Agent, with appropriate insertions and attachments, and (iii) deliver to the Administrative Agent legal opinions addressing such matters as the Administrative Agent may reasonably specify, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. 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 Closing Date until the date that occurs thirty (30) days after the Administrative Agent has delivered to the Lenders (which may be delivered electronically) the following documents in respect of such real property: (i) a completed flood hazard determination from a third party vendor; (ii) if such real property is located in a “special flood hazard area”, (A) a notification to the Borrower (or applicable Loan Party) of that fact and (if applicable) notification to the Borrower that flood insurance coverage is not available and (B) evidence of the receipt by the Borrower of such notice; and (iii) if such notice is required to be provided to the Borrower and flood insurance is available in the community in which such real property is located, evidence of required flood insurance.

Additional Collateral, etc. With respect 7.10.1 Upon receipt of the restaurant site itemization referred to any new Subsidiary in Section 7.1.11, the Agent shall calculate the ratio of (other than i) the aggregate Trailing 12-month Cash Flow (as specified on such itemization) of the restaurant sites upon which a Foreign Subsidiary) created or acquired after perfected Lien of first-priority has been granted in favor of the Closing Date (whichCollateral Agent, for purposes the benefit of this paragraphthe Secured Parties (or will be granted pursuant to Section 7.12), shall include to (ii) the Aggregate Commitment (the “Collateral Coverage Ratio”). To the extent that the Collateral Coverage Ratio is less than 18%, the Agent may, in is sole discretion, request that the Borrower grant, or cause any existing Subsidiary that ceases of its Restricted Subsidiaries to be a Foreign Subsidiarygrant, a Management Subsidiary, an Inactive Lien on additional restaurant sites which are fee-owned and operated by the Borrower or any Restricted Subsidiary or an Excluded Pledge Subsidiary) such that the Collateral Coverage Ratio is restored to 20%. The Agent and the Borrower shall within 30 days mutually agree upon the designation of such additional restaurant sites which are fee-owned and operated by the Borrower or any of its Restricted Subsidiaries and on which a Lien shall be granted. If such an agreement cannot be reached within this period, the Agent shall, in its sole discretion, designate such additional restaurant sites which are fee-owned and operated by the Borrower or any of its Restricted Subsidiaries (excluding restaurant sites which are put up for sale by the Borrower in good faith). In designating such additional restaurant sites which are fee-owned and operated by the Borrower or any of its Restricted Subsidiaries, promptly the Agent shall use reasonable efforts to minimize the Borrower’s and its Restricted Subsidiaries’ out-of-pocket costs, including (without limitation) mortgage recording taxes and title insurance premiums. Upon any such designation, the applicable Group Members owning such restaurant sites shall promptly, but not later than 90 days (or within such longer period as agreed thereto by the Agent, in its sole discretion, but in any event no later than within 150 days) thereafter, (i) execute and deliver to a first priority Mortgage, in favor of the Administrative Agent such amendments to the Guarantee and Pledge Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in all of the Capital Stock of covering such new Subsidiary that is owned by the Borrower or any of its Subsidiaries, to the extent not otherwise prohibited pursuant to any Contractual Obligationreal properties, (ii) deliver to if requested by the Administrative Agent the certificates representing such Capital StockCollateral Agent, if any, together with, if applicable, 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 (iii) cause such new Subsidiary (A) (other than an Excluded Guarantee Subsidiary) to become guarantor under the Guarantee and Pledge Agreement and (B) to take such actions reasonably necessary or advisable to grant to the Administrative Agent for the benefit of provide the Secured Parties a perfected first priority security interest with (x) title and extended coverage insurance covering such real property in an amount at least equal to 110% of the Real Estate Fair Value of such real properties (or such other amount as shall be reasonably specified by the Collateral described in the Guarantee and Pledge Agreement Agent) together with respect to such new Subsidiary (other than the Capital Stock of any Excluded Pledge Subsidiary), including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Pledge Agreement or by applicable law or title endorsements as may be reasonably requested by the Administrative Collateral Agent, provided, however, that for any jurisdiction wherein a zoning endorsement is unavailable or the cost of the issuance of the zoning endorsement for such real property is calculated as a percentage of the premium for the applicable title insurance policy, in lieu of such zoning endorsement, the applicable Group Member shall deliver a zoning compliance report or a letter from the applicable municipality which demonstrates that the current use of such real property is in compliance with applicable zoning requirements and (A) a Survey certified to the Collateral Agent and the Title Insurance Company in a manner satisfactory to them, dated a date reasonably satisfactory to the Collateral Agent and the Title Insurance Company by an independent professional licensed land surveyor reasonably satisfactory to the Collateral Agent and the Title Insurance Company, or (B) in the absence of a Survey, the title and extended coverage insurance shall not contain a general survey exception and shall contain, to the extent available in the particular jurisdiction and applicable to the particular property,a survey endorsement, an access endorsement, a contiguity endorsement and a comprehensive endorsement, 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 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.

Additional Collateral, etc. (a) With respect to any personal Property acquired, created or developed (including the filing of any applications for the registration or issuance of any Intellectual Property) after the Closing Date by any Loan Party (other than Excluded Assets), promptly (x) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement (including schedules thereto) or such other documents as the Administrative Agent deems reasonably necessary (it being understood that amendments or such other documents substantially similar to those delivered to the First Lien Administrative Agent shall satisfy the requirements of this clause (x)) to grant to the Administrative Agent, for the benefit of the Secured Parties, a security interest in such Property and (y) take all actions reasonably necessary to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected second priority security interest (subject to Permitted Liens) in such Property to the extent required under the Guarantee and Collateral Agreement, including the filing of UCC financing statements in such United States jurisdictions as may be required by the Guarantee and Collateral Agreement (it being understood that amendments or such other documents substantially similar to those delivered to the First Lien Administrative Agent shall satisfy the requirements of this clause (y)). (b) With respect to any fee interest in any real property (other than Excluded Assets) acquired after the Closing Date by any Loan Party, as soon as reasonably practicable and in any case on or prior to 30 days after such acquisition or such later date as the First Lien Administrative Agent (or, after the occurrence of a Discharge of First Lien Obligations, the Administrative Agent) shall agree (i) execute and deliver a second priority Mortgage (subject to Permitted Liens), in favor of the Administrative Agent, for the benefit of the Secured Parties, covering such real property, (ii) provide the First Lien Administrative Agent (or, after the occurrence of a Discharge of First Lien Obligations, the Administrative Agent) for the benefit of the Secured Parties with title and extended (to the extent available without surveys) coverage insurance covering such real property in an amount at least equal to the purchase price of such real property as well as, if available and reasonably requested by the First Lien Administrative Agent (or, after the occurrence of a Discharge of First Lien Obligations, the Administrative Agent), a current ALTA survey thereof, together with a surveyor’s certificate (in form and substance reasonably satisfactory to the First Lien Administrative Agent (or, after the occurrence of a Discharge of First Lien Obligations, the Administrative Agent)), each of the foregoing in form and substance reasonably satisfactory to the Administrative Agent, (iii) if reasonably requested by the First Lien Administrative Agent (or, after the occurrence of a Discharge of First Lien Obligations, the Administrative Agent), deliver to the Administrative Agent legal opinions of local counsel and counsel in the jurisdiction where the Loan Party that owns such Mortgaged Property is located, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the First Lien Administrative Agent (or, after the occurrence of a Discharge of First Lien Obligations, the Administrative Agent), and (iv) if such Mortgaged 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 improvements on such Mortgaged Property are located in an area which has been identified by the director of the Federal Emergency Management Agency as a “special flood hazard area”, provide to the Administrative Agent (A) evidence of a policy of flood insurance that (1) covers such improvements and (2) is written in an amount reasonably satisfactory to the First Lien Administrative Agent (or, after the occurrence of a Discharge of First Lien Obligations, the Administrative Agent) (not to exceed 100% of the value of such improvements) and (B) a confirmation that the applicable Loan Party has received the notice requested pursuant to Section 208.25(i) of Regulation H of the Board. (c) With respect to any new Restricted Subsidiary (other than that would constitute a Foreign Subsidiary) Subsidiary Guarantor within the meaning of that term created or acquired after the Closing Date (which, for purposes of this paragraph, shall include any existing Subsidiary that ceases to be a Foreign Subsidiary, a Management Subsidiary, an Inactive Subsidiary or an other than Excluded Pledge SubsidiarySubsidiaries) by the Borrower or any of its Subsidiaries, promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Pledge Collateral Agreement (including schedules thereto) as the Administrative Agent reasonably deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first second priority security interest (subject to Permitted Liens) in all of the Capital Stock of such new Restricted Subsidiary that is owned by the Borrower or any of its Subsidiaries, such Loan Party (other than Excluded Assets) (it being understood that amendments substantially similar to those delivered to the extent not otherwise prohibited pursuant to any Contractual ObligationFirst Lien Administrative Agent shall satisfy the requirements of this clause (i)), (ii) deliver to the First Lien Administrative Agent (or, after the certificates representing such Capital Stockoccurrence of a Discharge of First Lien Obligations, the Administrative Agent) (x) the certificates, if any, representing such Capital Stock constituting certificated securities under the UCC, together with, if applicable, with undated stock powers, in blank, and (y) any note, instrument or debt security, together with undated instruments of transfer endorsed in blank, in each case executed and delivered by a duly authorized officer of such Loan Party to the Borrower or such Subsidiaryextent required by the Guarantee and Collateral Agreement, as the case may be, and (iii) cause such new Restricted Subsidiary (A) (other than an Excluded Guarantee Subsidiary) to become guarantor under a party to the Guarantee and Pledge Collateral Agreement and (B) to take such actions reasonably necessary or advisable to grant to the Administrative Agent Agent, for the benefit of the Secured Parties Parties, a perfected first second priority security interest (subject to Permitted Liens) in the Collateral described in the Guarantee and Pledge Collateral Agreement with respect to such new Subsidiary (other than Restricted Subsidiary, including the Capital Stock recording of any Excluded Pledge Subsidiary)instruments in the U.S. Patent and Trademark Office and the U.S. Copyright Office, includingif required, without limitation, and the filing of Uniform Commercial Code UCC financing statements in such jurisdictions as may be required by the Guarantee and Pledge Collateral Agreement (it being understood that amendments substantially similar to those delivered to the First Lien Administrative Agent shall satisfy the requirements of this clause (iii)), and (iv) if reasonably requested by the First Lien Administrative Agent (or, after the occurrence of a Discharge of First Lien Obligations, the Administrative Agent), deliver to the Administrative Agent customary legal opinions relating to the matters described above. (d) Notwithstanding the foregoing provisions of this Section 5.9 or any other provision hereof or of any other Loan Document, (i) the Borrower and Guarantors shall not be required to grant a security interest in any Excluded Assets, (ii) no Loan Party shall be required to take any actions outside the United States to create or perfect any Liens on the Collateral (including any intellectual property registered in any jurisdiction outside the United States) and no Security Document shall be governed by applicable law or as may be the laws of any jurisdiction outside the United States, except with respect to any assets located in Canada that do not constitute Excluded Assets (to the extent reasonably requested by the Administrative Agent), (iii) the Loan Parties shall not be required to deliver control agreements or otherwise deliver perfection by “control” (within the meaning of the Uniform Commercial Code) (including with respect to deposit accounts, securities accounts and commodities accounts), other than delivery of stock certificates of Subsidiaries (other than Excluded Assets) and instruments, notes and debt securities (and related stock powers, instruments of transfer and endorsements) to the extent required by the Security Documents, and (iv) the Loan Parties shall not be required to perfect security interests in Collateral other than as required under the terms of the Security Documents.

Additional Collateral, etc. (a) With respect to any property acquired after the Closing Date by any Group Member (other than (x) any property described in paragraph (b) (or which would have been described in paragraph (b) but for the dollar threshold therein), (c), (d) or (e) below and (y) any property subject to a Lien expressly permitted by Section 7.3(g)) as to which the relevant Collateral Agent, for the benefit of, among others, the relevant Lenders, does not have a perfected Lien, promptly (i) execute and deliver to the U.S. Collateral Agent or the Canadian Collateral Agent, as appropriate, such amendments to the relevant Guarantee and Collateral Agreement or such other documents as the relevant Administrative Agent deems necessary or advisable to grant to the U.S. Collateral Agent or the Canadian Collateral Agent, as appropriate, for the benefit of, among others, the relevant Lenders, a security interest in such property and (ii) take all actions necessary or advisable to grant to the U.S. Collateral Agent or the Canadian Collateral Agent, as appropriate, for the benefit of, among others, the Lenders, a first priority security interest in such property subject to Liens permitted by Section 7.3, perfected to the extent required by the relevant Guarantee and Collateral Agreement including the filing of such financing statements in such jurisdictions as may be required by the relevant Guarantee and Collateral Agreement or by law or as may be requested by the applicable Collateral Agent. Notwithstanding anything herein to the contrary, with respect to (A) Intellectual Property of any Group Member which arises under laws of countries (or political subdivisions thereof) other than the United States or Canada, such Group Member shall not be required to comply with the foregoing obligations, and (B) non-material Intellectual Property licensed to any Group Member, such Group Member shall not be required to comply with the foregoing obligations to the extent that (1) such Group Member does not have the right under the applicable license or under applicable law to comply with such obligations for such property, or (2) doing so would impair the value of such property or otherwise subject such Group Member to material penalties or liability. (b) With respect to any fee interest in any real property having a value (together with improvements thereof) of at least $5,000,000 acquired after the date hereof by any Group Member (other than any such real property subject to a Lien expressly permitted by Section 7.3(g)), promptly (or, in the case of any such interest acquired prior to the Closing Date, on the Closing Date) (A) execute and deliver a first priority Mortgage subject to Liens permitted by Section 7.3, in favor of the relevant Collateral Agent, for the benefit of, among others, the relevant Lenders, covering such real property, (B) if requested by the relevant Administrative Agent, provide such Lenders with (x) title and extended coverage insurance covering such real property in an amount at least equal to the purchase price of such real property (or such other amount as shall be reasonably specified by the relevant Administrative Agent) as well as a current ALTA survey thereof or equivalent thereof satisfactory to the relevant Administrative Agent, together with a surveyor’s certificate, (y) any consents or estoppels reasonably deemed necessary or advisable by the relevant Administrative Agent in connection with such Mortgage, each of the foregoing in form and substance reasonably satisfactory to the relevant Administrative Agent and (z) environmental reports or other evidence reasonably satisfactory to the relevant Administrative Agent as to any potential liabilities under Environmental Laws associated with such real property and (C) if requested by the relevant Administrative Agent, deliver to the relevant 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 relevant Administrative Agent. (c) With respect to any new Subsidiary (other than a Foreign Subsidiary) created or acquired after the Closing Date by any Group Member (which, for the purposes of this paragraphparagraph (c), shall include any existing Subsidiary that ceases to be a Foreign Subsidiary, a Management Subsidiary, an Inactive Subsidiary or an Excluded Pledge Subsidiary) by the Borrower or any of its Subsidiaries), promptly (i) execute and deliver to the relevant Administrative Agent and the relevant Collateral Agent such amendments to the U.S. Guarantee and Pledge Collateral Agreement or the Canadian Collateral Agreement, as applicable, as the relevant Administrative Agent deems necessary or advisable to grant to the Administrative relevant Collateral Agent, for the benefit of of, among others, the Secured PartiesU.S. Lenders, a perfected first priority security interest in all of the Capital Stock of such new Subsidiary that is owned by the Borrower or any of its SubsidiariesGroup Member, subject to the extent not otherwise prohibited pursuant to any Contractual Obligation, Liens permitted by Section 7.3 (ii) deliver to the Administrative relevant Collateral Agent the certificates representing such Capital Stock, if any, together with, if applicable, with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Subsidiaryrelevant Group Member, as the case may be, and (iii) cause such new Subsidiary (A) (other than an Excluded Guarantee Subsidiary) to become guarantor under a party to the U.S. Guarantee and Pledge Agreement and Collateral Agreement, (B) to take such actions reasonably necessary or advisable to grant to the Administrative relevant Collateral Agent for the benefit of of, among others, the Secured Parties U.S. Lenders a perfected first priority security interest subject to Liens permitted by Section 7.3 in the Collateral described in the U.S. Guarantee and Pledge Collateral Agreement with respect to such new Subsidiary (other than which is perfected to the Capital Stock of any Excluded Pledge Subsidiary)extent required by the U.S. Guarantee and Collateral Agreement or Canadian Collateral Agreement, includingas applicable, without limitation, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the U.S. Guarantee and Pledge Collateral Agreement or by applicable law or as may be reasonably requested by the relevant Administrative Agent and (C) to deliver to the relevant Administrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit E, with appropriate insertions and attachments, and (iv) if requested by the relevant Administrative Agent, deliver to the relevant 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 relevant Administrative Agent. (d) With respect to any new Foreign Subsidiary created or acquired after the Closing Date by any Group Member (other than by any Group Member that is a Foreign Subsidiary), promptly (i) execute and deliver to the relevant Administrative Agent and the relevant Collateral Agent such amendments to the U.S. Guarantee and Collateral Agreement or such separate securities pledge agreements substantially in the form of the Canadian Pledge Agreement, as applicable, as the relevant Administrative Agent deems necessary or advisable to grant to the relevant Collateral Agent, for the benefit of, among others, the U.S. Lenders, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by any such Group Member, subject to Liens permitted by Section 7.3 (provided that in no event shall more than 66% of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledged), (ii) deliver to the relevant 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 relevant Group Member, and take such other action as may be necessary or, in the opinion of the relevant Administrative Agent, desirable to perfect the relevant Collateral Agent’s security interest therein, and (iii) if requested by the relevant Administrative Agent, deliver to the relevant 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 relevant Administrative Agent. (e) With respect to any new Foreign Subsidiary created or acquired after the Closing Date by any Group Member, promptly (i) if such Group Member is a Foreign Subsidiary, execute and deliver to the relevant Collateral Agent and the relevant Administrative Agent such amendments to the Canadian Collateral Agreement as the relevant Administrative Agent deems necessary or advisable to grant to the relevant Collateral Agent, for the benefit of the Canadian Lenders, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by any Group Member, subject to Liens permitted by Section 7.3, (ii) if such Group Member is a Foreign Subsidiary, deliver to the relevant 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 relevant Group Member, (iii) cause such new Subsidiary (A) to become a party to the Canadian Collateral Agreement, (B) to take such actions necessary or advisable to grant to the relevant Collateral Agent for the benefit of, among others, the Lenders a first priority security interest subject to Liens permitted by Section 7.3 in the Collateral described in the Canadian Collateral Agreement with respect to such new Subsidiary which is perfected to the extent required by the Canadian Collateral Agreement, including the filing of financing statements or other instruments in such jurisdictions as may be required by the Canadian Collateral Agreement or by law or as may be requested by the relevant Administrative Agent and (C) to deliver to the relevant Collateral Agent and the relevant Administrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit E, with appropriate insertions and attachments, (iv) cause such new Subsidiary to become a Guarantor under and as defined in the U.S. Guarantee and Collateral Agreement of the Obligations of the Canadian Borrower, and (v) if requested by the relevant Administrative 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 relevant Administrative Agent.

Additional Collateral, etc. (a) With respect to any new Subsidiary property (to the extent included in the definition of Collateral and not constituting Excluded Assets) acquired after the Restatement Date by any Loan Party or Enterasys (other than (x) any property described in paragraph (b) or (c) below, and (y) any property subject to a Foreign SubsidiaryLien expressly permitted by Section 7.3(g)) created or acquired after as to which the Closing Date (whichAdministrative Agent, for purposes the ratable benefit of this paragraphthe Secured Parties, shall include any existing Subsidiary that ceases to be does not have a Foreign Subsidiary, a Management Subsidiary, an Inactive Subsidiary or an Excluded Pledge Subsidiary) by the Borrower or any of its Subsidiariesperfected Lien, promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement, the Enterasys Pledge Agreement or such other documents as the Administrative Agent may reasonably deem necessary or advisable to evidence that such Loan Party is a Guarantor and to grant to the Administrative Agent, for the ratable benefit of the 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 Lien in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement, 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 Domestic Subsidiary of the Borrower created or acquired after the Restatement Date (including any such Material Domestic Subsidiary acquired pursuant to a Permitted Acquisition, and including any Immaterial Subsidiary existing as of the Restatement Date which becomes a Material Domestic Subsidiary after the Restatement Date), promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent reasonably deems necessary or advisable to grant to the Administrative Agent, for the ratable benefit of the Secured Parties, a perfected first priority security interest and Lien in all of the Capital Stock of such new Material Domestic Subsidiary that is owned directly or indirectly by the Borrower or any of its Subsidiaries, to the extent not otherwise prohibited pursuant to any Contractual ObligationBorrower, (ii) 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, if any, together with, if applicable, with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Subsidiaryany other applicable Loan Party, as the case may be, and (iii) cause such new Material Domestic Subsidiary (A) (other than an Excluded Guarantee Subsidiary) to become guarantor under a party to the Guarantee and Pledge Collateral Agreement as a Grantor and a Guarantor thereunder, (B) to take such actions reasonably as are 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 security interest and Lien in the Collateral described in the Guarantee and Pledge Agreement Collateral Agreement, with respect to such new Subsidiary (other than the Capital Stock of any Excluded Pledge Material Domestic Subsidiary), including, without limitation, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Pledge Collateral Agreement or by applicable law or as may be requested by the Administrative Agent and (C) to deliver to the Administrative Agent a certificate of the secretary (or other equivalent officer) of such Material Domestic Subsidiary of the type described in Section 5.1(c), in form reasonably satisfactory to the Administrative Agent, with appropriate insertions and attachments, and (iv) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions addressing such matters as the Administrative Agent may reasonably specify, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. (c) With respect to any new First Tier Foreign Subsidiary or any First Tier Foreign Subsidiary Holding Company, as applicable, created or acquired after the Restatement Date by any Loan Party or Enterasys, promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement or the Enterasys Pledge Agreement as the Administrative Agent reasonably deems necessary or advisable to grant to the Administrative Agent, for the ratable benefit of the US-DOCS\109358599.12 Secured Parties, a perfected first priority security interest and Lien in the Capital Stock of such new First Tier Foreign Subsidiary or First Tier Foreign Subsidiary Holding Company, as applicable, that is owned by any such Loan Party or Enterasys (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new First Tier Foreign Subsidiary (other than the Irish Guarantor) or First Tier Foreign Subsidiary Holding Company (other than the Irish Guarantor), as applicable, be required to be so pledged), (ii) deliver to the Administrative Agent the certificates representing such Capital Stock (if certificated), together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party or Enterasys, and take such other action (including, as applicable, the delivery of any Foreign Pledge Documents reasonably requested by the Administrative Agent) as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein, and (iii) if reasonably requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. (d) Each Loan Party shall use commercially reasonable efforts to obtain a landlord’s agreement or bailee letter, as applicable, from the lessor of its headquarters location and from the lessor of or the bailee related to any other location where in excess of $750,000 of Collateral is stored or located, in each case, if requested by the Administrative Agent, which agreement or letter, in any such case, shall contain a waiver or subordination of all Liens or claims that the landlord or bailee may assert against the Collateral at that location, and shall otherwise be reasonably satisfactory in form and substance to the Administrative Agent. After the Restatement Date, no real property or warehouse space shall be leased by any Loan Party and no Inventory shall be shipped to a processor or converter under arrangements established after the Restatement Date, without the prior written consent of the Administrative Agent or unless and until a reasonably satisfactory landlord agreement or bailee letter, as appropriate, if requested by the Administrative Agent, shall first have been obtained with respect to such location. Each Loan Party shall pay and perform its material obligations under all leases and other agreements with respect to each leased location or public warehouse where any Collateral is or may be located. (e) Not later than 120 days (or such longer period as the Administrative Agent may agree in writing in its discretion) after (i) any Material Real Property is acquired by a Loan Party after the Restatement Date or (ii) an entity becomes a Loan Party if such entity owns Material Real Property at the time it becomes a Loan Party, cause such Material Real Property to be subject to a Lien and Mortgage in favor of the Administrative Agent for the benefit of the Secured Parties and take, or cause the relevant Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect or record such Lien, in each case to the extent required by, and subject to the limitations and exceptions of, the Loan Documents and to otherwise comply with the requirements of the Loan Documents. Notwithstanding anything to the contrary contained in this Section 6.11(e), prior to the execution of any Mortgage for any such Material Real Property, (x) the Borrower shall deliver to the Administrative Agent advance notice of the address of any such Material Real Property and (y) the Administrative Agent shall provide the Lenders with at least 45 days’ prior written notice of the address of such Material Real Property (it being understood that the Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into the accuracy of any such address, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to provide any such notice). (f) With respect to the Irish Guarantor, promptly (i) cause the Irish Guarantor (A) to become a party to the Guarantee and Collateral Agreement as a Grantor and a Guarantor thereunder, (B) to take such actions as are 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 security interest and Lien in the Collateral described in the Guarantee and Collateral Agreement, with respect to the Irish Guarantor, 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 US-DOCS\109358599.12 by the Administrative Agent, and the filing of Form C1 with the Irish Companies Registration Office, the filing of a notification with the Revenue Commissioners of Ireland in accordance with section 1001 of the Irish Taxes Consolidation Xxx 0000, and take such other action (including, as applicable, the delivery of any foreign law security documents reasonably requested by the Administrative Agent) as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein and (C) to deliver to the Administrative Agent a certificate of the secretary (or other equivalent officer) of the Irish Guarantor of the type described in Section 5.1(c), in form reasonably satisfactory to the Administrative Agent, with appropriate insertions and attachments, and (iii) deliver to the Administrative Agent legal opinions addressing such matters as the Administrative Agent may reasonably specify, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. 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 Closing Date until the date that occurs thirty (30) days after the Administrative Agent has delivered to the Lenders (which may be delivered electronically) the following documents in respect of such real property: (i) a completed flood hazard determination from a third party vendor; (ii) if such real property is located in a “special flood hazard area”, (A) a notification to the Borrower (or applicable Loan Party) of that fact and (if applicable) notification to the Borrower that flood insurance coverage is not available and (B) evidence of the receipt by the Borrower of such notice; and (iii) if such notice is required to be provided to the Borrower and flood insurance is available in the community in which such real property is located, evidence of required flood insurance.

Additional Collateral, etc. (i) With respect to any Collateral acquired after the Closing Date by any Collateral Party as to which the Administrative Agent, for the benefit of the Secured Parties, does not have a perfected Lien, promptly 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 to grant to the Administrative Agent, for the benefit of the Secured Parties, a security interest in such Property, (ii) with respect to any new Restricted Subsidiary (other than a Foreign Subsidiary) created or acquired after the Closing Date (which, for purposes of this paragraph, shall include any existing Subsidiary that ceases to be a Foreign Subsidiary, a Management Subsidiary, an Inactive Subsidiary or an Excluded Pledge Subsidiary) by the Borrower or any of its SubsidiariesRestricted Subsidiary, promptly (iA) execute and deliver to the Administrative Agent such amendments to the Guarantee and Pledge Collateral Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in all of the Capital Stock of such new Subsidiary that is owned by the Borrower or any of its Subsidiaries, to the extent not otherwise prohibited pursuant to any Contractual ObligationSubsidiary, (iiB) deliver to the Administrative Agent the certificates certificates, if any, representing such Capital Stock, if any, together with, if applicable, 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, and (iiiC) cause such new Subsidiary (A) (other than an Excluded Guarantee Subsidiary1) to become guarantor under a party to the Guarantee and Pledge Collateral Agreement and (B2) to take such actions reasonably 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 Pledge Collateral Agreement with respect to such new Subsidiary (other than the Capital Stock of any Excluded Pledge Subsidiary), including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Pledge Collateral Agreement or by applicable law or as may be requested by the Administrative Agent, (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 (iv) take all actions necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in such Property, including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent. (b) If any Loans remain outstanding on the date which is 60 days after the Closing Date (or such earlier date as is reasonably requested by Xxxxxx Brothers but no earlier than the date which is 30 days after the Closing Date), the Borrower shall on such 60th day (or such earlier date) transfer the Incentive Distribution Rights in ILP owned by the Borrower to Inergy Partners, LLC.

Additional Collateral, etc. (a) With respect to any new Subsidiary property (to the extent included in the definition of Collateral and not constituting Excluded Assets) acquired after the Restatement Date by any Loan Party or Enterasys (other than (x) any property described in paragraph (b) or (c) below, and (y) any property subject to a Foreign SubsidiaryLien expressly permitted by Section 7.3(g)) created or acquired after as to which the Closing Date (whichAdministrative Agent, for purposes the ratable benefit of this paragraphthe Secured Parties, shall include any existing Subsidiary that ceases to be does not have a Foreign Subsidiary, a Management Subsidiary, an Inactive Subsidiary or an Excluded Pledge Subsidiary) by the Borrower or any of its Subsidiariesperfected Lien, promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement, the Enterasys Pledge Agreement or such other documents as the Administrative Agent may reasonably deem necessary or advisable to evidence that such Loan Party is a Guarantor and to grant to the Administrative Agent, for the ratable benefit of the 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 Xxxx 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 Administrative Agent, for the ratable benefit of the Secured Parties, a perfected first priority security interest and Lien in all (to the extent included in the definition of Collateral and not constituting Excluded Assets) the Capital Stock of such new Material Subsidiary that is owned directly or indirectly by the Borrower or any of its Subsidiaries, to the extent not otherwise prohibited pursuant to any Contractual ObligationBorrower, (ii) 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, if any, together with, if applicable, with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Subsidiaryany other applicable Loan Party, as the case may be, and (iii) cause such new Material Subsidiary (A) (other than an Excluded Guarantee Subsidiary) to become guarantor under a party to the Guarantee and Pledge Collateral Agreement as a Grantor and a Guarantor thereunder, (B) to take such actions reasonably as are 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 security interest and Lien in the Collateral described in the Guarantee and Pledge Agreement Collateral Agreement, with respect to such new Subsidiary (other than the Capital Stock of any Excluded Pledge Material Subsidiary), including, without limitation, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Pledge Collateral Agreement or by applicable law or as may be requested by the Administrative Agent and (C) to deliver to the Administrative Agent a certificate of the secretary (or other equivalent officer) of such Material Subsidiary of the type described in Section 5.1(c), in form reasonably satisfactory to the Administrative Agent, with appropriate insertions and attachments, and (iv) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions addressing such matters as the Administrative Agent may reasonably specify, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. (c) With respect to any new First Tier Foreign Subsidiary or any First Tier Foreign Subsidiary Holding Company, as applicable, created or acquired after the Restatement Date by any Loan Party, promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent reasonably deems necessary or advisable to grant to the Administrative Agent, for the ratable benefit of the Secured Parties, a perfected first priority security interest and Lien in (to the extent included in the definition of Collateral and not constituting Excluded Assets) the Capital Stock of such new First Tier Foreign Subsidiary or First Tier Foreign Subsidiary Holding Company, as applicable, that is owned by any such Loan Party (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new First Tier Foreign Subsidiary or First Tier Foreign Subsidiary Holding Company, as applicable, be required to be so pledged), and (ii) deliver to the Administrative Agent the certificates representing such Capital Stock (if certificated), together with undated stock powers, 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 Administrative Agent’s security interest therein. (d) Notwithstanding the foregoing, or anything to the contrary in any Loan Document, neither the Borrower nor any Subsidiary will be required to, nor will the Administrative Agent 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 Irish Guarantor and its assets, to take any action (x) outside of the United States with respect to any assets located outside of the United States, (y) in any non-U.S. jurisdiction or (z) required by the laws of any non-U.S. jurisdiction to create, perfect 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, estoppels, bailee letters or collateral access letters.

Additional Collateral, etc. (a) [Reserved]. (b) With respect to any fee interest in any Material Real Property acquired after the Closing Date by any Loan Party (other than Excluded Real Property), within 90 days (or such later date as may be agreed by the Administrative Agent) (i) give notice of such acquisition to the Collateral Agent and promptly execute and deliver a second priority Mortgage (subject to liens permitted by Section 7.3) in favor of the Collateral Agent (or its agent or bailee, pursuant to the Intercreditor Agreement) for the benefit of the Secured Parties, covering such Real Property (provided that no Mortgage nor survey shall be required if the Administrative Agent determines in consultation with the Borrower that the costs of obtaining such Mortgage or survey are excessive in relation to the value of the security to be afforded thereby), (ii) if reasonably requested by the Collateral Agent (A) provide the Lenders with a lenders’ title insurance policy with extended coverage covering such Real Property in an amount at least equal to the purchase price of such Real Property (or such other amount as shall be reasonably specified by the Collateral Agent) as well as a current ALTA survey thereof, together with a surveyor’s certificate unless the title insurance policy referred to above shall not contain an exception for any matter shown by a survey (except to the extent an existing survey has been provided and specifically incorporated into such title insurance policy), each in form and substance reasonably satisfactory to the Collateral Agent, (B) use commercially reasonable efforts to obtain any consents or estoppels reasonably deemed necessary by the Collateral Agent, in connection with such Mortgage, each of the foregoing in form and substance reasonably satisfactory to the Collateral Agent and (C) provide to the Administrative Agent flood insurance certificates and evidence of flood hazard insurance if any portion of the improvements on the owned Property is currently or at any time in the future identified by the Federal Emergency Management Agency as an area having special flood hazards and in which flood insurance has been made available under the National Flood Insurance Act of 1968 (and any amendment or successor act thereto) or otherwise being designated as a “special flood hazard area or part of a 100 year flood zone”, in an amount equal to 100% of the full replacement cost of the improvements; provided, however, that a portion of such flood hazard insurance may be obtained under the National Flood Insurance Act of 1968, the Flood Disaster Protection Act of 1973 or the National Flood Insurance Reform Act of 1994, as each may be amended 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 (other than a Foreign 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 a Foreign Subsidiary, a Management Subsidiary, an Inactive Subsidiary or an Excluded Pledge Subsidiary) by any Loan Party, within 60 days (or such later date as may be agreed by the Borrower or any of its Subsidiaries, promptly Administrative Agent) (i) give notice of such acquisition or creation to the Collateral Agent and, if requested by the Collateral Agent, execute and deliver to the Administrative Collateral Agent such amendments to the Guarantee and Pledge Collateral Agreement or such other documents as the Administrative Collateral Agent reasonably deems necessary or advisable to grant to the Administrative Agent, Collateral Agent for the benefit of the Secured Parties, 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 all of the Capital Stock of such new Subsidiary that is owned by the Borrower or any of its Subsidiaries, to the extent not otherwise prohibited pursuant to any Contractual Obligationsuch Loan Party, (ii) deliver to the Administrative Collateral Agent the certificates certificates, if any, representing such Capital Stock, if any, together with, if applicable, with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such SubsidiaryLoan Party, as the case may be, and (iii) cause such new Subsidiary (A) (other than an Excluded Guarantee Subsidiary) to become guarantor under a party to the Guarantee and Pledge Collateral Agreement and (B) to take such actions reasonably necessary or advisable to grant to the Administrative Collateral Agent for the benefit of the Secured Parties a perfected first priority security interest (to the extent required by the Security Documents and with the priority required by Section 4.17) in the Collateral described in the Guarantee and Pledge Collateral Agreement with respect to such new Subsidiary (other than the Capital Stock of any Excluded Pledge Subsidiary), including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Pledge Collateral Agreement or by applicable law or as may be reasonably requested by the Collateral Agent and (iv) upon the reasonable request of the Collateral Agent, deliver to the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance similar to the opinions delivered at the Closing Date. (d) With respect to any Capital Stock of any new First Tier Foreign Subsidiary or Foreign Subsidiary Holding Company (other than Excluded Capital Stock) that is created or acquired after the Closing Date by any Loan Party, within 60 days (or such later date as may be agreed by the Administrative Agent) (i) give notice of such acquisition or creation to the Collateral Agent and, if requested by the Collateral Agent, execute and deliver to the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Collateral Agent deems necessary or reasonably advisable in order to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected security interest (to the extent required by the Security Documents and with the priority required by Section 4.17) in the Capital Stock of such new Subsidiary (other than any Excluded Capital Stock) that is owned by such Loan Party and (ii) deliver to the Collateral Agent the certificates, if any, representing such Capital Stock (other than any Excluded Capital Stock), together with undated stock powers, in blank, executed and delivered by a duly authorized officer of such Loan Party, and take such other action as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect or ensure appropriate priority the Lien of the Collateral Agent thereon. (e) Notwithstanding anything in this Section 6.8 to the contrary, neither the Borrower nor any of its Restricted Subsidiaries shall be required to take any actions in order to perfect the security interest in the Collateral granted to the Collateral Agent for the ratable benefit of the Secured Parties under the laws of any jurisdiction outside the United States. (f) Notwithstanding the foregoing, to the extent any new Restricted Subsidiary is created solely for the purpose of consummating a merger transaction pursuant to an acquisition permitted by Section 7.7, and such new Subsidiary at no time holds any assets or liabilities other than any merger consideration contributed to it contemporaneously with the closing of such merger transaction, such new Subsidiary shall not be required to take the actions set forth in Section 6.8(c) or 6.8(d), as applicable, until the respective acquisition is consummated. (g) From time to time the Loan Parties shall execute and deliver, or cause to be executed and delivered, such additional instruments, certificates or documents, and take all such actions, as the Collateral Agent may reasonably request for the purposes implementing or effectuating the provisions of this Agreement and the other Loan Documents, or of renewing the rights of the Secured Parties with respect to the Collateral as to which the Collateral Agent, for the ratable benefit of the Secured Parties, has a perfected Lien pursuant hereto or thereto, including, without limitation, filing any financing or continuation statements or financing change statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created thereby. Notwithstanding the foregoing, the provisions of this Section 6.8 shall not apply to assets as to which the Administrative Agent (or its agent or bailee pursuant to the Intercreditor Agreement) and the Borrower shall reasonably determine that the costs and burdens of obtaining a security interest therein or perfection thereof outweigh the value of the security afforded thereby.

Additional Collateral, etc. (a) With respect to any new Subsidiary (other than a Foreign Subsidiary) personal Property acquired, created or acquired developed (including the filing of any applications for the registration or issuance of any Intellectual Property) after the Closing Date by any Loan Party (which, for purposes of this paragraph, shall include any existing Subsidiary that ceases to be a Foreign Subsidiary, a Management Subsidiary, an Inactive Subsidiary or an other than Excluded Pledge Subsidiary) by the Borrower or any of its SubsidiariesAssets), promptly (ix) execute and deliver to the Administrative Agent such amendments to the Guarantee and Pledge Collateral Agreement (including schedules thereto) or such other documents as the Administrative Agent deems reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a security interest in such Property and (y) take all actions reasonably necessary to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest (subject to Permitted Liens) in all of the Capital Stock of such new Subsidiary that is owned by the Borrower or any of its Subsidiaries, Property to the extent not otherwise prohibited pursuant required under the Guarantee and Collateral Agreement, including the filing of UCC financing statements in such United States jurisdictions as may be required by the Guarantee and Collateral Agreement. (b) With respect to any Contractual Obligationfee interest in any real property (other than Excluded Assets) acquired after the Closing Date by any Loan Party, as soon as reasonably practicable and in any case on or prior to 30 days after such acquisition or such later date as the Administrative Agent shall agree (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, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, if any, together with, if applicable, 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 (iii) cause such new Subsidiary (A) (other than an Excluded Guarantee Subsidiary) to become guarantor under the Guarantee and Pledge Agreement and (B) to take such actions reasonably necessary or advisable to grant to provide the Administrative Agent for the benefit of the Secured Parties with title and extended (to the extent available without surveys) coverage insurance covering such real property in an amount at least equal to the purchase price of such real property as well as, if available and reasonably requested by the Administrative Agent, a current ALTA survey thereof, together with a surveyor’s certificate (in form and substance reasonably satisfactory to the Administrative Agent), each of the foregoing in form and substance reasonably satisfactory to the Administrative Agent, (iii) if reasonably requested by the Administrative Agent, deliver to the Administrative Agent legal opinions of local counsel and counsel in the jurisdiction where the Loan Party that owns such Mortgaged Property is located, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent, and (iv) if such Mortgaged 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 improvements on such Mortgaged Property are located in an area which has been identified by the director of the Federal Emergency Management Agency as a “special flood hazard area”, provide to the Administrative Agent (A) evidence of a policy of flood insurance that (1) covers such improvements and (2) is written in an amount reasonably satisfactory to the Administrative Agent (not to exceed 100% of the value of such improvements) and (B) a confirmation that the applicable Loan Party has received the notice requested pursuant to Section 208.25(i) of Regulation H of the Board. (c) With respect to any new Restricted Subsidiary that would constitute a Subsidiary Guarantor within the meaning of that term created or acquired after the Closing Date (other than Excluded Subsidiaries) promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement (including schedules thereto) as the Administrative Agent reasonably deems necessary to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest (subject to Permitted Liens) in the Capital Stock of such new Restricted Subsidiary that is owned by such Loan Party (other than Excluded Assets), (ii) deliver to the Administrative Agent (x) the certificates, if any, representing such Capital Stock constituting certificated securities under the UCC, together with undated stock powers, in blank, and (y) any note, instrument or debt security, together with undated instruments of transfer endorsed in blank, in each case executed and delivered by a duly authorized officer of such Loan Party to the extent required by the Guarantee and Collateral Agreement, (iii) cause such new Restricted Subsidiary (A) to become a party to the Guarantee and Collateral Agreement and (B) to take such actions necessary to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest (subject to Permitted Liens) in the Collateral described in the Guarantee and Pledge Collateral Agreement with respect to such new Subsidiary (other than Restricted Subsidiary, including the Capital Stock recording of any Excluded Pledge Subsidiary)instruments in the U.S. Patent and Trademark Office and the U.S. Copyright Office, includingif required, without limitation, and the filing of Uniform Commercial Code UCC financing statements in such jurisdictions as may be required by the Guarantee and Pledge Agreement or by applicable law or as may be Collateral Agreement, and (iv) if reasonably requested by the Administrative Agent, deliver to the Administrative Agent customary legal opinions relating to the matters described above. (d) Notwithstanding the foregoing provisions of this Section 5.9 or any other provision hereof or of any other Loan Document, (i) the US Borrower and Guarantors shall not be required to grant a security interest in any Excluded Assets, (ii) no Loan Party shall be required to take any actions outside the United States to create or perfect any Liens on the Collateral (including any intellectual property registered in any jurisdiction outside the United States) and no Security Document shall be governed by the laws of any jurisdiction outside the United States, except with respect to any assets located in Canada that do not constitute Excluded Assets (to the extent reasonably requested by the Administrative Agent), (iii) the Loan Parties shall not be required to (A) deliver control agreements or (B) otherwise deliver perfection by “control” (within the meaning of the Uniform Commercial Code) (including with respect to deposit accounts, securities accounts and commodities accounts), other than delivery of stock certificates of Subsidiaries (other than Excluded Assets) and instruments, notes and debt securities (and related stock powers, instruments of transfer and endorsements) to the extent required by the Security Documents, and (iv) the Loan Parties shall not be required to perfect security interests in Collateral other than as required under the terms of the Security Documents.

Additional Collateral, etc. (i) With respect to any property acquired after the Closing Date by any Loan Party that constitutes Collateral (as defined in the Guarantee and Collateral Agreement) as to which the Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien, promptly (a) 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 reasonably advisable to grant to the Administrative Agent, for the benefit of the Lenders, a security interest in such property as required by the Guarantee and Collateral Agreement and (b) take all actions deemed necessary or reasonably advisable by the Administrative Agent to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such Collateral to the extent contemplated by the Guarantee and Collateral Agreement, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by Law or as may be requested by the Administrative Agent. (ii) With respect to any new Subsidiary (other than a Foreign Subsidiary) created or acquired after the Closing Date (which, for purposes as a direct Subsidiary of this paragraph, shall include any existing Subsidiary that ceases to be a Foreign Subsidiary, a Management Subsidiary, an Inactive Subsidiary or an Excluded Pledge Subsidiary) by the Borrower or any of its SubsidiariesLoan Party, promptly (ia) execute and deliver to the Administrative Agent such amendments to the Guarantee and Pledge Collateral Agreement as the Administrative Agent deems necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the Secured PartiesLenders, a perfected first priority security interest in all of the Capital Stock of such new Subsidiary that is owned by the Borrower or any of its Subsidiaries, to the extent not otherwise prohibited pursuant to any Contractual ObligationLoan Party, (iib) deliver to the Administrative Agent the certificates certificates, if any, representing such Capital Stock, if any, together with, if applicable, with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Subsidiaryrelevant Loan Party, as the case may be, and (iiic) cause such new Subsidiary (A) (other than an Excluded Guarantee SubsidiaryI) to become guarantor under a party to the Guarantee and Pledge Agreement and Collateral Agreement, (BII) to take such actions reasonably necessary or reasonably advisable to grant to the Administrative Agent for the benefit of the Secured Parties Lenders a perfected first priority security interest in the Collateral described in the Guarantee and Pledge Collateral Agreement with respect to such new Subsidiary (other than to the Capital Stock of any Excluded Pledge Subsidiary)extent contemplated by the Guarantee and Collateral Agreement, including, without limitation, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Pledge Collateral Agreement or by applicable law or as may be reasonably requested by the Administrative Agent and (III) to deliver to the Administrative Agent a certificate of such Subsidiary, substantially in the form of the certificate delivered pursuant to Section 6.1.1(viii), with appropriate insertions and attachments, and (d) 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 (but generally within the scope of the legal opinion delivered pursuant to Section 6.1.1(vii), and from counsel, reasonably satisfactory to the Administrative Agent. (iii) With respect to (x) any new Foreign Subsidiary (other than any Immaterial Foreign Subsidiary) created or acquired after the Closing Date as a direct Subsidiary of any Loan Party or (y) any Immaterial Foreign Subsidiary that is a direct Subsidiary of a Loan Party and ceases to be an Immaterial Foreign Subsidiary after the Closing Date, promptly (a) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent deems necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such Subsidiary that is owned by any such Loan Party (provided that in no event shall more than 66% of the total outstanding voting Capital Stock of any such Subsidiary be required to be so pledged), (b) deliver to the Administrative Agent the certificates, if any, representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Group Member, and take such other action as the Administrative Agent may deem necessary or reasonably advisable to perfect the Administrative Agent’s security interest therein, and (c) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. (iv) Notwithstanding the foregoing, this Section 7.1.9 shall not require the creation or perfection of pledges of or security interests in, or the obtaining of legal opinions or other deliverables with respect to, particular assets of the Loan Parties, or the provision of any Guaranty by any Subsidiary, if, and for so long as the Administrative Agent, in consultation with the Borrower, determines that the cost of creating or perfecting such pledges or security interests in such assets, or obtaining such legal opinions or other deliverables in respect of such assets, or providing such Guarantees (taking into account any adverse tax consequences to the Borrower and its Subsidiaries (including the imposition of withholding or other material taxes)), shall be excessive in view of the benefits to be obtained by the Lenders therefrom. The Administrative Agent may grant extensions of time for the creation and perfection of security interests in or the obtaining of legal opinions or other deliverables with respect to particular assets or the provision of any Guaranty by any Subsidiary (including extensions beyond the Closing Date or in connection with assets acquired, or Subsidiaries formed or acquired, after the Closing Date) where it determines that such action cannot be accomplished without undue effort or expense by the time or times at which it would otherwise be required to be accomplished by this Agreement or the Security Documents.

Additional Collateral, etc. (a) With respect to any new Subsidiary (other than a Foreign Subsidiary) created or property acquired after the Closing Date by any Borrower (whichother than (x) any property described in paragraph (b), (c), or (d), below, (y) any property subject to a Lien expressly permitted by Section 8.3(l) or 8.3(o)) and (z) property acquired by any Foreign Subsidiary) as to which the Administrative Agent, for purposes the benefit of this paragraphthe Lenders, shall include any existing Subsidiary that ceases to be does not have a Foreign Subsidiary, a Management Subsidiary, an Inactive Subsidiary or an Excluded Pledge Subsidiary) by the Borrower or any of its Subsidiariesperfected Lien, promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Pledge Collateral Agreement or such other documents as the Administrative Agent reasonably deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a security interest in such property and (ii) take all actions necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent (except in the case of the UK Borrowers, where no such financing statements will be required to filed). (b) With respect to any new Subsidiary (other than a Foreign Subsidiary (or a Domestic Subsidiary that is owned directly or indirectly by a Foreign Subsidiary) or a non-Wholly Owned Subsidiary) created or acquired after the Closing Date by TMP (which, for the purposes of this paragraph (b), shall include any existing Subsidiary that ceases to be a Foreign Subsidiary or any non-Wholly Owned Subsidiary that provides a guarantee of any Indebtedness of TMP or any of its Subsidiaries (other than the Loans) after the Closing Date), promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured PartiesLenders, a perfected first priority security interest in all of the Capital Stock of such new Subsidiary that is owned by the Borrower or any of its Subsidiaries, to the extent not otherwise prohibited pursuant to any Contractual ObligationTMP, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, if any, together with, if applicable, with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such SubsidiaryTMP, as the case may be, and (iii) cause such new Subsidiary (A) (other than an Excluded Guarantee Subsidiary) to become guarantor under a party to the Guarantee and Pledge Agreement and Collateral Agreement, (B) to take such actions reasonably necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties Lenders a perfected first priority security interest in the Collateral described in the Guarantee and Pledge Collateral Agreement with respect to such new Subsidiary (other than the Capital Stock of any Excluded Pledge Subsidiary), including, without limitation, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Pledge Collateral Agreement or by applicable law or as may be reasonably requested by the Administrative Agent and (C) to deliver to the Administrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit C, with appropriate insertions and attachments, and (iv) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. (c) With respect to any Domestic Subsidiary created or acquired after the Closing Date by TMP or by a Domestic Subsidiary that does not become a Subsidiary Guarantor pursuant to Section 7.9(b), 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 TMP, (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 TMP and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein, 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. (d) With respect to any new Foreign Subsidiary created or acquired after the Closing Date by TMP or by a Domestic Subsidiary, 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 directly owned by TMP (provided that in no event shall more than 65% of the total outstanding Capital Stock of any such new Subsidiary be required to be so pledged), (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Borrower, or take such other action with respect to Pledged Stock of Foreign Subsidiaries necessary to perfect the first priority security interest of the Administrative Agent in such Pledged Stock, as the case may be, and take such other action as may be necessary or, in the reasonable opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein, 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 new Subsidiary (other than a Foreign Subsidiary) created or property acquired after the Closing Date directly by any AREH Subsidiary Guarantor (whichother than (x) any property described in paragraph (b) below, for purposes of this paragraphand (y) any property subject to a Lien expressly permitted by Section 7.3) as to which the Administrative Agent (or the Collateral Agent on its behalf), shall include any existing does not have a perfected Lien (subject only to Permitted Liens), the applicable AREH Subsidiary that ceases to be a Foreign SubsidiaryGuarantor shall, a Management Subsidiary, an Inactive Subsidiary or an Excluded Pledge Subsidiary) by the Borrower or any of its Subsidiaries, promptly promptly: (i) execute and deliver to the Administrative Agent (or the Collateral Agent on its behalf) such amendments to the Guarantee Pledge and Security Agreement or such other documents as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent (or the Collateral Agent on its behalf), for the benefit of the Lenders, a security interest in such property; and (ii) take all actions necessary or advisable to grant to the Administrative Agent (or the Collateral Agent on its behalf), for the benefit of the Lenders, a perfected security interest in such property (subject only to Permitted Liens), including the filing of Uniform Commercial Code financing statements in such jurisdictions or take such other actions as may be required by the Pledge and Security Agreement or by law or as may be requested by the Administrative Agent. (b) With respect to any new direct Subsidiary created or acquired after the Closing Date by any AREH Subsidiary Guarantor, subject to applicable Gaming Laws, the applicable AREH Subsidiary Guarantor shall promptly: (i) execute and deliver to the Administrative Agent (or the Collateral Agent, as applicable) such amendments hereto and to the Pledge and Security Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative AgentAgent (or the Collateral Agent on its behalf), for the benefit of the Secured PartiesLenders, a perfected first priority security interest (subject only to Permitted Liens) in all of the Capital Stock of such new Subsidiary that is owned by the Borrower or any of its Subsidiaries, to the extent not otherwise prohibited pursuant to any Contractual Obligation, AREH Subsidiary Guarantor; (ii) deliver to the Administrative Agent (or the Collateral Agent on its behalf) the certificates representing such Capital Stock, together with undated stock powers or assignments, in blank, executed and delivered by a duly authorized officer of the relevant Group Member; and (iii) if anyrequested by the Administrative Agent, deliver to the Administrative Agent (or the Collateral Agent on its behalf) 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. (c) Upon the written notice to the Administrative Agent representing Borrowers’ election to designate an additional AREH Subsidiary Guarantor, with respect to any new direct Subsidiary created or acquired after the Closing Date by AREH, subject to applicable Gaming Laws, promptly, such Subsidiary shall: (i) execute and deliver to the Administrative Agent such documents and take such action as the Administrative Agent deems necessary or advisable for such Subsidiary to become an AREH Subsidiary Guarantor, including, but not limited to, executing and delivering an amendment to the Pledge and Security Agreement; (ii) deliver to the Administrative Agent (or the Collateral Agent on its behalf) the certificates representing any Capital Stock owned by such Subsidiary, together with, if applicable, with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Subsidiaryrelevant Group Member, as the case may be, and (iii) cause such new Subsidiary (A) (other than an Excluded Guarantee Subsidiary) to become guarantor under the Guarantee and Pledge Agreement and (B) to take such actions reasonably other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s (or advisable to grant the Collateral Agent’s) security interest therein; and if requested by the Administrative Agent, deliver to the Administrative Agent for (or the benefit Collateral Agent on its behalf) legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. (d) The Borrowers may (i) obtain the release of the Secured Parties a perfected first priority security interest in granted by an AREH Subsidiary Guarantor to the Administrative Agent (or the Collateral described Agent on its behalf) in the Guarantee and Pledge Agreement with respect to such new Subsidiary any of its Property (other than the Capital Stock of any Excluded Pledge Subsidiary), including, without limitation, in any direct Subsidiary of an AREH Subsidiary Guarantor) or (ii) remove a Subsidiary from its designation as an AREH Subsidiary Guarantor, in each case, with the filing consent of Uniform Commercial Code financing statements the Required Lenders, provided, that any Disposition in compliance with Section 7.5 shall not require the Required Lenders’ consent. Any designation under Section 6.9(c) or release or removal under Section 6.9(d) shall be accompanied by an officer’s certificate of the Borrowers certifying that such jurisdictions election, release or removal, as the case may be, complies with the applicable requirements set forth in Section 6.9(c) or Section 6.9(d), as applicable. Schedule 6.9 may be required amended from time to time by AREP in accordance with the Guarantee following sentence. Upon the designation of a Subsidiary as an AREH Subsidiary Guarantor in accordance with Section 6.9(c) or the removal of such a Subsidiary in accordance with Section 6.9(d), as applicable, Schedule 6.9 shall be amended to indicate the status of all AREH Subsidiary Guarantors. Any AREH Subsidiary Guarantor removed from such designation in accordance with this Section 6.9 shall be released from its obligations under each Loan Document to which it is a party and Pledge Agreement or by applicable law or as may be reasonably requested by the Administrative AgentAgent shall release and discharge the Liens granted by such former AREH Subsidiary Guarantor related to the Collateral pursuant to such Loan Documents. The foregoing to the contrary notwithstanding, in the event that the Borrowers remove an AREH Subsidiary Guarantor without satisfying the requirement set forth in Section 6.9(d), such Subsidiary shall be deemed to be an AREH Subsidiary Guarantor and such removal of the designation of such AREH Subsidiary Guarantor shall be ineffective.

Additional Collateral, etc. Subject to the terms, provisions and limitations set forth in the Guarantee and Collateral Agreement: (a) [Reserved]. (b) With respect to any new Subsidiary (other than a Foreign an Excluded Subsidiary) created or acquired after the Closing Date by any Group Member (which, for the purposes of this paragraphSection 6.11(b), shall include any existing Subsidiary that ceases to be a Foreign Subsidiary, a Management Subsidiary, an Inactive Subsidiary or an Excluded Pledge SubsidiarySubsidiary and subject to the limitations set forth in paragraph (c) by the Borrower or any of its Subsidiariesthis Section), promptly (i) execute and promptly deliver to the Administrative Agent such amendments to the Guarantee and Pledge Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, if applicable, the certificates representing such Capital Stock (provided that, for the benefit of avoidance doubt, in the Secured Parties, a perfected first priority security interest in all case of the Capital Stock of such new any Excluded Subsidiary that is owned by the Borrower or any of its Subsidiaries, to the extent not otherwise prohibited pursuant pledged in favor of the Administrative Agent, no certificate(s) representing more than sixty-five percent (65%) of the total outstanding voting Capital Stock of such Excluded Subsidiary shall be required to any Contractual Obligation, (ii) deliver be delivered to the Administrative Agent the certificates representing such Capital Stock, if anyAgent), together with, if applicable, with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or relevant Group Member in accordance with (and within the time periods prescribed in) Section 3.3(g) and Section 5.6 of the Guarantee and Collateral Agreement, (ii) promptly cause such Subsidiary, as new Subsidiary to become a party to the case may be, Guarantee and Collateral Agreement and take any actions required thereby and (iii) cause if reasonably requested by the Administrative Agent, promptly 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. (c) With respect to any new Excluded Subsidiary owned directly by Holdings, the Borrower or any Subsidiary Guarantor created or acquired after the Closing Date by any Loan Party, promptly deliver to the Administrative Agent, if applicable, the certificates representing such new Subsidiary (A) (Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Group Member and take any other than an Excluded Guarantee Subsidiary) to become guarantor under the Guarantee and Pledge Agreement and (B) to take such actions reasonably necessary or advisable reasonably requested by Administrative Agent to grant to the Administrative Agent a perfected first priority Lien in such Capital Stock to the extent required under the Guarantee and Collateral Agreement (subject only to Liens permitted under Section 7.3); provided however, the Group Members shall not be required to (i) provide or cause any Excluded Subsidiary to provide a guaranty of the Obligations or cause any such Excluded Subsidiary to become party to this Agreement and the other Loan Documents as the Borrower, (ii) grant or cause any Excluded Subsidiary to grant a security interest in any of its assets as Collateral for the payment and performance of the Obligations, or (iii) grant a pledge and security interest in favor of the Administrative Agent or the Lenders with respect to any Capital Stock of any Excluded Subsidiary not owned directly by Borrower or any Domestic Subsidiary. (d) With respect to any real property owned in fee having a fair market value (together with improvements thereof) at the time of acquisition thereof of at least $10,000,000 acquired after the Closing Date by any Loan Party, promptly (and, in any event, within ninety (90) days (or such longer time period as the Administrative Agent may determine in its sole discretion)) after such acquisition, to the extent requested by the Administrative Agent, (i) execute and deliver a first priority mortgage (subject to Liens permitted by Section 7.3 other than Section 7.3(w)), in favor of the Administrative Agent, for the benefit of the Secured Parties a perfected first priority security interest Parties, covering such real property, (ii) provide the Lenders with title and extended survey coverage insurance covering such real property in an amount equal to the Collateral described in the Guarantee and Pledge Agreement with respect to purchase price of such new Subsidiary real property (or such other than the Capital Stock of any Excluded Pledge Subsidiary), including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions amount as may shall be required reasonably specified by the Guarantee Administrative Agent but in no event to exceed 110% of the purchase price) as well as either a current ALTA survey thereof or any existing survey of the real property that is acceptable to the title company issuing the title insurance policy to provide extended survey coverage, each of the foregoing in form and Pledge Agreement or by applicable law or as may be substance reasonably satisfactory to the Administrative Agent and (iii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the enforceability of the mortgage, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. In connection with the foregoing, no later than ten (10) days prior to the date on which a mortgage is executed and delivered pursuant to this Section 6.11, in order to comply with the Flood Laws, the Administrative Agent shall have received the following documents (collectively, the “Flood Documents”): (A) a completed standard “life of loan” flood hazard determination form (a “Flood Determination Form”), (B) if the improvement(s) to the applicable improved real property is located in a special flood hazard area, a notification to the applicable Loan Party (“Loan Party Notice”) and (if applicable) notification to the applicable Loan Party that flood insurance coverage under the National Flood Insurance Program (“NFIP”) is not available because the community does not participate in the NFIP, (C) countersigned Loan Party Notice, and (D) if the Loan Party Notice is required to be given and, to the extent flood insurance is required by any applicable Requirement of Law and flood insurance is available in the community in which the property is located, evidence, in form and substance reasonably satisfactory to the Administrative Agent and each Lender, of a flood insurance policy in compliance with the Flood Laws (including without limitation, in an amount required under the Flood Laws); provided that no mortgage shall be required to be executed and delivered until all Lenders have confirmed that flood insurance due diligence and flood insurance compliance has been completed. (e) Notwithstanding the foregoing, (i) Holdings and its Subsidiaries shall not be required to take any action to grant or perfect Administrative Agent’s security interest in any Collateral under any foreign law (ii) no landlord, sublessor or bailee waivers or similar consents nor mortgages on any leased real estate shall be required.

Additional Collateral, etc. With respect (a) Within 30 days after the formation or acquisition of any Additional Subsidiary Guarantor (or the making of a single investment or a series of related investments having a value (determined by reference to any new Net Book Value, in the case of an investment of assets) of $500,000,000 or more in the aggregate by the Company or a Subsidiary Guarantor, directly or indirectly, in a Domestic Subsidiary (other than a Foreign an Excluded Subsidiary) created that is not a Subsidiary Guarantor that results in such Domestic Subsidiary becoming an Additional Subsidiary Guarantor), the Company shall (or acquired after shall cause the Closing Date (which, for purposes of this paragraph, shall include any existing relevant Subsidiary that ceases to be a Foreign Subsidiary, a Management Subsidiary, an Inactive Subsidiary or an Excluded Pledge Subsidiaryto) by the Borrower or any of its Subsidiaries, promptly (i) execute and deliver to the Administrative Agent Collateral Trustee such amendments or supplements to the Guarantee and Pledge Security Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative AgentCollateral Trustee, for the benefit of the Secured Parties, a perfected first priority security interest in all of the Capital Stock of such new Additional Subsidiary that is owned by the Borrower Guarantor (or any of its Subsidiaries, to the extent not otherwise prohibited pursuant to any Contractual ObligationDomestic Subsidiary receiving such investment(s)), (ii) deliver to the Administrative Agent Collateral Trustee the certificates representing such Capital Stockcertificates, if any, representing such Capital Stock (to the extent constituting “certificated securities” under the UCC), together with, if applicable, with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Subsidiary, as the case may berelevant Loan Party, and (iii) cause such new Additional Subsidiary Guarantor (or Domestic Subsidiary receiving such investment(s)) (A) (other than an Excluded Guarantee Subsidiary) to become guarantor under a party to the Security Agreement, the Guarantee and Pledge Agreement and the Collateral Trust Agreement, (B) to take such actions reasonably as necessary or advisable to grant to the Administrative Agent Collateral Trustee for the benefit of the Secured Parties a valid, perfected first priority security interest in the Collateral described in the Guarantee and Pledge Security Agreement with respect to such new Additional Subsidiary Guarantor (other than the Capital Stock of any Excluded Pledge Subsidiaryor Domestic Subsidiary receiving such investment(s)), including, without limitation, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by law. (b) Within 30 days after the Guarantee formation or acquisition any new Foreign Subsidiary the Capital Stock of which is owned directly by the Company or any Subsidiary Guarantor (other than the Capital Stock of any Excluded Subsidiary or any other Subsidiary to the extent the ownership interest in such Subsidiary has a Net Book Value of $500,000,000 or less), the Company shall (or shall cause the relevant Subsidiary to) promptly (i) execute and Pledge deliver to the Administrative Agent such amendments or supplements to the Security Agreement as the Collateral Trustee or the Administrative Agent deems necessary to grant to the Collateral Trustee, for the benefit of the Secured Parties, a perfected security interest in a portion of the Capital Stock of such new Foreign Subsidiary that is owned by applicable law the Company or such Subsidiary Guarantor (provided that in no event shall more than 66% of the total outstanding Voting Stock of any such new Foreign Subsidiary be required to be so pledged unless the Company in its sole discretion otherwise agrees) and (ii) deliver to the Collateral Trustee 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 Company or the relevant Subsidiary Guarantor, and take such other action as may be reasonably requested by the Collateral Trustee or the Administrative Agent in order to perfect the Collateral Trustee’s security interest therein (provided that in no event shall such actions require the execution or delivery of a pledge agreement or similar instrument governed by any law other than the laws of the State of New York). (c) The Company shall use its commercially reasonable efforts to (i) grant a security interest in the Capital Stock 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 $250,000,000 and (ii) in the case of any domestic joint venture in which the Company directly or indirectly owns at least 80% of the voting or economic interest, to cause such joint venture to become a Subsidiary Guarantor (in each case, it being understood that such efforts shall not require any economic or other significant concession with respect the terms of such joint venture arrangements). (d) Within 60 days of the occurrence thereof, the Company will notify the Collateral Trustee and the Administrative Agent of any changes to the name, jurisdiction of incorporation or legal form of the Company or any Subsidiary Guarantor. (e) The Company shall use reasonable efforts to deliver to the Administrative Agent no later than 180 days from the Closing Date (i) a pledge agreement in favor of the Collateral Trustee with respect to the Capital Stock of Volvo and Grupo Ford described on Schedule 4.13 governed by the law of the jurisdiction where such Person is domiciled and an opinion of local counsel as to perfection and enforceability thereof, in each case reasonably satisfactory to the Administrative Agent, (ii) a reliance letter addressed to the Administrative Agent and the Lenders in respect of an opinion of Blake, Xxxxxxx & Xxxxxxx LLP, Canadian counsel to the Company, in favor of the Company with respect to certain collateral securing obligations of Ford Canada under the Ford Canada Intercompany Note and the Ford Canada Intercompany Payable, in each case reasonably satisfactory to the Administrative Agent, (iii) a Mortgage with respect to each property listed on Schedule 1.1E under the heading “Post-Closing Date Mortgages,” executed and delivered by the owner of the Mortgaged Property covered thereby and (iv) for each Mortgaged Property and each property listed on Schedule 6.7(e) under the heading “Canadian Mortgages,” (A) either (1) lenders’ title insurance insuring the Collateral Trustee and satisfying the requirements of Schedule 6.7(e) hereof or (2) title reports and updated boundary surveys and (B) opinions of local counsel reasonably satisfactory to the Administrative Agent (the items in this clause (iv) and the foregoing clause (iii), the “Real Estate Deliverables” and, together with the items in the foregoing clauses (i) and (ii), collectively the “Post-Closing Deliverables”). If any of the Post-Closing Deliverables are not provided within such 180-day period (A) the Applicable Margin shall be increased by 0.25% until such time as all outstanding Post-Closing Deliverables are delivered and (B) the Borrowing Base will be reduced by the Eligible Value of the Capital Stock for which a Post-Closing Deliverable is outstanding or by the Eligible Value of the Eligible PDMP PP&E for which a Real Estate Deliverable is outstanding (it being understood that the failure to deliver any Post-Closing Deliverable shall not constitute a Default or an Event of Default). (f) The Company shall promptly take such steps as the Administrative Agent may reasonably request in order to grant, preserve, protect and perfect the validity and priority of the security interests created or intended to be created in the Collateral. Notwithstanding anything to the contrary herein or in any other Loan Document, neither the Company nor any Subsidiary Guarantor shall be required to perfect the security interests granted by it in any Collateral by any means other than by (a) execution, delivery and recordation of a Mortgage, (b) filings pursuant to the Uniform Commercial Code of the relevant State(s) (including with respect to fixtures covered by any Mortgage) or equivalent filings under local jurisdictions to the extent required with respect to the pledge of the Capital Stock of any member of the Restricted Pledgee Group, (c) delivery to the Collateral Trustee to be held in its possession of each promissory note listed on Schedule 5.1(g), together with an undated endorsement for each such promissory note executed in blank by a duly authorized officer of the pledgor thereof, and, to the extent certificated and constituting “certificated securities” under the UCC, Capital Stock listed on Schedule 4.13 or required to be pledged pursuant to Section 6.7(a), together with an undated stock power for each such certificate executed in blank by a duly authorized officer of the pledgor thereof, (d) delivery of each other promissory note or certificated Capital Stock and constituting “certificated securities” under the UCC constituting Collateral to the extent such promissory note evidences Indebtedness, or such Capital Stock has a Net Book Value, in excess of $250,000,000, together with an undated endorsement or stock power for each such promissory note or certificate, as applicable, executed in blank by a duly authorized officer of the pledgor thereof and (e) filing with the United States Patent and Trademark Office against trademarks listed on Schedule 1.1F. (g) At the request of the Company and notwithstanding Section 10.1(a), the Administrative Agent shall negotiate with the Company in good faith to amend Schedule 1.1B to include a Borrowing Base Amount calculation for any asset of the Company or any Subsidiary that does not have a Borrowing Base Amount at the time such asset becomes Collateral (including the Advance Percentage related thereto and any eligibility or other requirements the Administrative Agent deems reasonably necessary for a determination thereof consistent with the criteria used in determining Borrowing Base Amounts as of the Closing Date). (h) If any Governmental Authority is granted a Lien by the Company or any of its Subsidiaries on property pursuant to clause (g) of the definition of Permitted Liens (such property “Permitted Government First Lien Collateral”) to secure Permitted Second Lien Debt or Indebtedness incurred or issued in connection with Permitted Second Lien Debt in a single transaction or series of related transactions under the ATVM Program or any successor, replacement or similar program, concurrently therewith the Company shall, or shall cause such Subsidiary to, take such actions as are necessary to grant to the Administrative Agent or another agent or collateral trustee, for the benefit of the First Priority Secured Parties (as defined in the Collateral Trust Agreement), a valid, perfected, second priority security interest in such Permitted Government First Lien Collateral, which second priority security interest shall be subject to intercreditor provisions substantially identical to the terms and conditions of Section 8 of the Collateral Trust Agreement. (i) To the extent that in connection with any Permitted Government Debt the United States government (or any agency or instrumentality thereof) is named as loss payee or additional insured, as applicable, with respect to any insurance maintained by the Company or any other Loan Party, the Company shall concurrently cause the Collateral Trustee to be named as co-loss payee or co-additional insured, as applicable, with respect to such insurance. (j) If any Subsidiary that is not a Subsidiary Guarantor guarantees any Permitted Government Debt, the Company shall concurrently cause such Subsidiary (i) to become a party to the Security Agreement, the Guarantee and the Collateral Trust Agreement and (ii) to take such actions as necessary to grant to the Collateral Trustee for the benefit of the Secured Parties a valid, perfected security interest in the Collateral described in the Security Agreement with respect to such Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by law.

Additional Collateral, etc. With respect (a) Within 30 days after the formation or acquisition of any Additional Subsidiary Guarantor (or the making of a single investment or a series of related investments having a value (determined by reference to any new Net Book Value, in the case of an investment of assets) of $500,000,000 or more in the aggregate by the Issuer or a Subsidiary Guarantor, directly or indirectly, in a Domestic Subsidiary (other than a Foreign an Excluded Subsidiary) created that is not a Subsidiary Guarantor that results in such Domestic Subsidiary becoming an Additional Subsidiary Guarantor), the Issuer shall (or acquired after shall cause the Closing Date (which, for purposes of this paragraph, shall include any existing relevant Subsidiary that ceases to be a Foreign Subsidiary, a Management Subsidiary, an Inactive Subsidiary or an Excluded Pledge Subsidiaryto) by the Borrower or any of its Subsidiaries, promptly (i) execute and deliver to the Administrative Agent Collateral Trustee such amendments or supplements to the Guarantee and Pledge Security Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative AgentCollateral Trustee, for the benefit of the Secured Parties, a perfected first priority security interest in all of the Capital Stock of such new Additional Subsidiary that is owned by the Borrower Guarantor (or any of its Subsidiaries, to the extent not otherwise prohibited pursuant to any Contractual ObligationDomestic Subsidiary receiving such investment(s)), (ii) deliver to the Administrative Agent Collateral Trustee the certificates representing such Capital Stockcertificates, if any, representing such Capital Stock (to the extent constituting “certificated securities” under the UCC), together with, if applicable, with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Subsidiary, as the case may berelevant Loan Party, and (iii) cause such new Additional Subsidiary Guarantor (or Domestic Subsidiary receiving such investment(s)) (A) (other than an Excluded Guarantee Subsidiary) to become guarantor under a party to the Security Agreement, the Guarantee and Pledge Agreement and the Collateral Trust Agreement, (B) to take such actions reasonably as necessary or advisable to grant to the Administrative Agent Collateral Trustee for the benefit of the Secured Parties a valid, perfected first priority security interest in the Collateral described in the Guarantee and Pledge Security Agreement with respect to such new Additional Subsidiary Guarantor (other than the Capital Stock of any Excluded Pledge Subsidiaryor Domestic Subsidiary receiving such investment(s)), including, without limitation, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by law. (b) Within 30 days after the Guarantee formation or acquisition any new Foreign Subsidiary the Capital Stock of which is owned directly by the Issuer or any Subsidiary Guarantor (other than the Capital Stock of any Excluded Subsidiary or any other Subsidiary to the extent the ownership interest in such Subsidiary has a Net Book Value of $500,000,000 or less), the Issuer shall (or shall cause the relevant Subsidiary to) promptly (i) execute and Pledge deliver to the Administrative Agent such amendments or supplements to the Security Agreement as the Collateral Trustee or the Administrative Agent deems necessary to grant to the Collateral Trustee, for the benefit of the Secured Parties, a perfected security interest in a portion of the Capital Stock of such new Foreign Subsidiary that is owned by applicable law the Issuer or such Subsidiary Guarantor (provided that in no event shall more than 66% of the total outstanding Voting Stock of any such new Foreign Subsidiary be required to be so pledged unless the Issuer in its sole discretion otherwise agrees) and (ii) deliver to the Collateral Trustee 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 Issuer or the relevant Subsidiary Guarantor, and take such other action as may be reasonably requested by the Collateral Trustee or the Administrative AgentAgent in order to perfect the Collateral Trustee’s security interest therein (provided that in no event shall such actions require the execution or delivery of a pledge agreement or similar instrument governed by any law other than the laws of the State of New York). (c) The Issuer shall use its commercially reasonable efforts to (i) grant a security interest in the Capital Stock of any newly-formed or after-acquired joint venture (or a holding company parent thereof) owned directly by the Issuer or a Subsidiary Guarantor if the amount recorded by the Issuer or such Subsidiary Guarantor as its investment in such joint venture exceeds $250,000,000 and (ii) in the case of any domestic joint venture in which the Issuer directly or indirectly owns at least 80% of the voting or economic interest, to cause such joint venture to become a Subsidiary Guarantor (in each case, it being understood that such efforts shall not require any economic or other significant concession with respect the terms of such joint venture arrangements). (d) Within 60 days of the occurrence thereof, the Issuer will notify the Collateral Trustee and the Administrative Agent of any changes to the name, jurisdiction of incorporation or legal form of the Issuer or any Subsidiary Guarantor. (e) The Issuer shall promptly take such steps as the Administrative Agent may reasonably request in order to grant, preserve, protect and perfect the validity and priority of the security interests created or intended to be created in the Collateral. Notwithstanding anything to the contrary herein or in any other Loan Document, neither the Issuer nor any Subsidiary Guarantor shall be required to perfect the security interests granted by it in any Collateral by any means other than by (a) execution, delivery and recordation of a Mortgage, (b) filings pursuant to the Uniform Commercial Code of the relevant State(s) (including with respect to fixtures covered by any Mortgage) or equivalent filings under local jurisdictions to the extent required with respect to the pledge of the Capital Stock of any member of the Restricted Pledgee Group, (c) delivery to the Collateral Trustee to be held in its possession of each promissory note listed on Schedule 5.1(g) to the Credit Agreement, together with an undated endorsement for each such promissory note executed in blank by a duly authorized officer of the pledgor thereof, and, to the extent certificated and constituting “certificated securities” under the UCC, Capital Stock listed on Schedule 4.13 to the Credit Agreement or required to be pledged pursuant to Section 6.7(a) of the Credit Agreement, together with an undated stock power for each such certificate executed in blank by a duly authorized officer of the pledgor thereof, (d) delivery of each other promissory note or certificated Capital Stock and constituting “certificated securities” under the UCC constituting Collateral to the extent such promissory note evidences Indebtedness, or such Capital Stock has a Net Book Value, in excess of $250,000,000, together with an undated endorsement or stock power for each such promissory note or certificate, as applicable, executed in blank by a duly authorized officer of the pledgor thereof and (e) filing with the United States Patent and Trademark Office against trademarks listed on Schedule 1.1F to the Credit Agreement.

Additional Collateral, etc. (a) With respect to any new Subsidiary (other than a Foreign Subsidiary) created or property acquired after the Closing Date by any Loan Party (whichother than (x) any property described in paragraph (b), (c) or (d) below and (y) property acquired by any Excluded Foreign Subsidiary) as to which the Collateral Trustee, for purposes the benefit of this paragraphthe Lenders and the Administrative Agent and any other Priority Lien Secured Parties (as defined in the Collateral Trust Agreement), shall include any existing Subsidiary that ceases to be does not have a Foreign Subsidiary, a Management Subsidiary, an Inactive Subsidiary or an Excluded Pledge Subsidiary) by the Borrower or any of its Subsidiariesperfected Lien, promptly (i) execute and deliver to the Collateral Trustee and the Administrative Agent such amendments to agreements and documents, and take such other actions, as may be required by the terms and conditions of the Guarantee and Pledge Agreement as Collateral Agreement, that the Collateral Trustee or the Administrative Agent reasonably deems necessary or advisable to grant to the Administrative AgentCollateral Trustee, for the benefit of the Lenders and the Administrative Agent and any other Priority Lien Secured Parties, a security interest in such property to the extent required by the terms and conditions of the Guarantee and Collateral Agreement, and (ii) take all actions necessary or reasonably advisable to grant to the Collateral Trustee, for the benefit of the Lenders and the Administrative Agent and any other Priority Lien Secured Parties, a perfected first priority security interest in all of the Capital Stock of such new Subsidiary that is owned by the Borrower or any of its Subsidiariesproperty, to the extent not otherwise prohibited pursuant to any Contractual Obligation, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, if any, together with, if applicable, 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 (iii) cause such new Subsidiary (A) (other than an Excluded Guarantee Subsidiary) to become guarantor under the Guarantee and Pledge Agreement and (B) to take such actions reasonably 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 Pledge Agreement with respect to such new Subsidiary (other than the Capital Stock of any Excluded Pledge Subsidiary), including, without limitation, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Pledge Collateral Agreement or by applicable law or as may be reasonably requested by the Administrative Agent. Notwithstanding the foregoing, no such actions shall be required in respect of assets as to which the Administrative Agent shall determine in the exercise of its reasonable credit judgment that the costs of obtaining a Lien thereon are excessive in relation to the value of the security to be afforded thereby. (b) With respect to (i) any fee interest in any real property acquired in one or a series of transactions after the Closing Date by the Borrower or any other Loan Party (including any such real property owned by any new Subsidiary Guarantor acquired after the Closing Date and excluding any such real property owned by an Excluded Foreign Subsidiary), (ii) subject to the related Loan Party obtaining the required landlord consent and other documentation (including, without limitation, recorded leases or recorded memoranda of leases) (provided that each Loan Party shall use commercially reasonable efforts to obtain such consent and other documentation), any ground lease interest in any real property acquired or leased (including any ground lease property interest owned by any new Subsidiary Guarantor acquired after the Closing Date or any ground lease property interest with respect to which a required landlord consent is granted after the Closing Date) in one or a series of transactions after the Closing Date by the Borrower or any other Loan Party, and (iii) the Snellville Property, to the extent a sale and leaseback transaction permitted under Section 7.10 is not consummated on or prior to September 1, 2015, no later than 90 days after the date the applicable interest in real property is acquired (or with respect to the Snellville Property, November 30, 2015 and in each case or such later date as agreed to by the Administrative Agent in its sole discretion) (1) execute and deliver a first priority Mortgage (or leasehold Mortgage, as applicable) in favor of the Collateral Trustee, for the benefit of the Priority Lien Secured Parties (as defined in the Collateral Trust Agreement), covering such real property or ground lease interest, (2) if requested by the Administrative Agent, provide the Collateral Trustee with (x) title and extended coverage insurance covering such real property in an amount at least equal to the purchase price or construction cost of such real property or ground lease interest (or such other amount as shall be reasonably specified by the Administrative Agent, but in no event in excess of the insurable value thereof) and (y) any consents, waivers or estoppels reasonably deemed necessary or advisable by the Administrative Agent in connection with such Mortgage (or leasehold Mortgage, as applicable) and that the Borrower can obtain using commercially reasonable efforts, each of the foregoing in form and substance reasonably satisfactory to the Administrative Agent, (3) 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 (4) comply with Part 1 of Schedule 6.13 with respect to such Mortgaged Property. Notwithstanding the foregoing, no such actions shall be required in respect of such real property or ground lease interest having a Fair Market Value less than $1,000,000 or as to which (i) the Administrative Agent shall otherwise determine in the exercise of its reasonable credit judgment that the costs of obtaining a Lien thereon are excessive in relation to the value of the security to be afforded thereby, or (ii) at the Administrative Agent’s discretion to the extent such real property is located in a flood zone; provided that the Administrative Agent may subsequently, upon giving notice to the Borrower, elect to no longer exclude real property previously excluded pursuant to this clause (ii) from the requirements set forth in this Section 6.10(b) and, upon such election, the Borrower shall comply with Part 1 of Schedule 6.13 with respect to Mortgaged Property as though such real property had been newly acquired on the date of such election. (c) With respect to any new Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Group Member (which, for the purposes of this paragraph (c), shall include any existing Subsidiary that ceases to be an Excluded Foreign Subsidiary or an Immaterial Subsidiary), or any other Subsidiary designated by the Borrower to become a Subsidiary Guarantor, promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent reasonably deems necessary or advisable to grant to the Collateral Trustee, for the benefit of the Lenders and the Administrative Agent, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by any Group Member, (ii) deliver to the Collateral Trustee the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Group Member, (iii) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, (B) to take such actions necessary or advisable to grant to the Collateral Trustee for the benefit of the Lenders and the Administrative Agent a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent and (C) to deliver to the Administrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit F, with appropriate insertions and attachments, and (iv) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no such actions shall be required in respect of such assets as to which the Administrative Agent shall determine in the exercise of its reasonable credit judgment that the costs of obtaining a Lien thereon are excessive in relation to the value of the security to be afforded thereby. (d) With respect to any new Excluded Foreign Subsidiary created or acquired after the Closing Date by any Group Member (other than by any Group Member that is an Excluded Foreign Subsidiary), promptly (i) execute and deliver to the Collateral Trustee such amendments to the Guarantee and Collateral Agreement as the Administrative Agent reasonably deems necessary or advisable to grant to the Collateral Trustee, for the benefit of the Lenders and the Administrative Agent, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by any such Group Member (provided that in no event shall more than 66% of the total outstanding voting Capital Stock and 100% of the total outstanding non-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 relevant Group Member, as the case may be, and take such other action as may be necessary or, as reasonably determined by the Administrative Agent, desirable to perfect the Collateral Trustee’s security interest therein, 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. Notwithstanding the foregoing, no such actions shall be required in respect of such assets as to which the Administrative Agent shall determine in the exercise of its reasonable credit judgment that the costs of obtaining a Lien thereon are excessive in relation to the value of the security to be afforded thereby.

Additional Collateral, etc. (a) With respect to any property acquired after the Closing Date by Holdings, the Company or any Subsidiary (other than (v) real property, (w) immaterial property, (x) any property described in paragraph (b) or (c) below, (y) property acquired by any Foreign Subsidiary and (z) assets acquired pursuant to Section 6.06(j) that are not equity interests in, or assets held by, a Subsidiary Guarantor) that is intended to be subject to the security interests created by any of the Security Documents but which is not so subject thereto, promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent reasonably deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a security interest in such property and (ii) take all actions necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such property, including the filing of UCC financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent. (b) With respect to any new Subsidiary (other than a Foreign Subsidiary) created or acquired after the Closing Date (whichby Holdings, for purposes of this paragraph, shall include any existing Subsidiary that ceases to be a Foreign Subsidiary, a Management Subsidiary, an Inactive Subsidiary or an Excluded Pledge Subsidiary) by the Borrower Company or any of its SubsidiariesSubsidiary, promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Pledge Collateral Agreement as the Administrative Agent reasonably deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured PartiesLenders, a perfected first priority security interest in all of the Capital Stock of such new Subsidiary that is owned by Holdings, the Borrower Company or any of its Subsidiaries, to the extent not otherwise prohibited pursuant to any Contractual ObligationSubsidiary, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, if any, together with, if applicable, with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Subsidiaryrelevant owner, as the case may be, and (iii) cause such new Subsidiary (A) (other than an Excluded Guarantee Subsidiary) to become guarantor under a party to the Guarantee and Pledge Agreement and Collateral Agreement, (B) to take such actions necessary to cause the Lien created by the Guarantee and Collateral Agreement to be duly perfected to the extent required by such agreement in accordance with all applicable Requirements of Law with respect to such new Subsidiary, including the filing of UCC financing statements in such jurisdictions as may be reasonably required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent and (C) to deliver to the Administrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit G-3, with appropriate insertions and attachments, and (iv) if reasonably requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. (c) With respect to any new Foreign Subsidiary created or acquired after the Closing Date by Holdings, the Company or any Subsidiary (other than by any Foreign 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 Administrative Agent Agent, for the benefit of the Secured Parties Lenders, a perfected first priority security interest in the Collateral described in the Guarantee and Pledge Agreement with respect to Capital Stock of such new Subsidiary that is owned by Holdings, the Company or any Subsidiary (other provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any Excluded Pledge Subsidiarysuch new Subsidiary be required to be so pledged), including(ii) deliver to the Administrative Agent the certificates representing such Capital Stock, without limitationtogether with undated stock powers, in blank, executed and delivered by a duly authorized officer of the filing of Uniform Commercial Code financing statements in relevant owner, and take such jurisdictions other action as may be necessary or, in the reasonable opinion of the Administrative Agent, desirable to perfect the Administrative Agent's security interest therein, and (iii) if reasonably requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. (d) Upon the request of the Administrative Agent, the Company will, and will cause its Domestic Subsidiaries (other than a Domestic Subsidiary that is a Subsidiary, directly or indirectly, of a Foreign Subsidiary) to, promptly grant to the Administrative Agent, within 60 days of such request, security interests and mortgages in such owned real property of the Company and such Domestic Subsidiaries as are acquired after the Closing Date by the Company or such Subsidiary and that, together with any improvements thereon, individually has a value in excess of $2,500,000, as additional security for the obligations of the Credit Parties under any Credit Document (unless the subject property is already mortgaged to a third party to the extent permitted by Section 6.02 or has been owned by the Company or such Subsidiary for less than three months and shall be sold pursuant to a sale and lease back transaction permitted by Section 6.05(a) within three months of the date of acquisition by the Company or such Subsidiary). Such mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent and shall constitute valid and enforceable perfected Liens subject only to Permitted Liens and such other Liens reasonably acceptable to the Administrative Agent. The mortgages or instruments related thereto shall be duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Guarantee Liens in favor of the Administrative Agent required to be granted pursuant to the mortgages and Pledge Agreement all taxes, fees and other charges payable in connection therewith shall be paid in full. If requested by the Administrative Agent or the Required Lenders, the Company shall provide a lender's title policy with respect to each such mortgage paid for by applicable law or the Company, issued by a nationally recognized title insurance company, together with such endorsements, coinsurance and reinsurance as may be reasonably requested by the Administrative Agent, in form and substance reasonably acceptable to the Administrative Agent, insuring each mortgage as a first lien on the relevant mortgaged property and subject only to Liens expressly agreed to by the Administrative Agent.

Additional Collateral, etc. (a) With respect to any personal Property acquired after the Initial Amendment Date by the Parent or any of its Subsidiaries (other than (w) any leasehold, easement or fee interest in real property, (x) any Property subject to a Lien expressly permitted by Section 7.3(g), (y) Property acquired by an Excluded Subsidiary and (z) Property acquired directly by the Parent, Holdings or SBA Senior Finance other than the Capital Stock of a Person of which any of Holdings, SBA Senior Finance or the Borrower is a Subsidiary) as to which the Administrative Agent, for the benefit of the Secured Parties, does not have a perfected Lien, 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 to grant to the Administrative Agent, for the benefit of the Secured Parties, a security interest in such Property and (ii) take all actions necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in such Property, including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent. (b) With respect to any new Subsidiary (other than a Foreign an Excluded Subsidiary) created or acquired after the Closing Initial Amendment Date (which, for the purposes of this paragraph, shall include any existing Subsidiary that ceases to be a Foreign Subsidiary, a Management Subsidiary, an Inactive Excluded Subsidiary or an Excluded Pledge Securitization Subsidiary) by the Borrower or any of its Subsidiaries, promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Pledge Collateral Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in all of the Capital Stock of such new Subsidiary that is owned by the Borrower or any of its Subsidiaries, to the extent not otherwise prohibited pursuant to any Contractual Obligation, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, if any, together with, if applicable, 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 (iii) cause such new Subsidiary (A) (other than an Excluded Guarantee Subsidiary) to become guarantor under a party to the Guarantee and Pledge Collateral Agreement and (B) to take such actions reasonably 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 Pledge Collateral Agreement with respect to such new Subsidiary (other than the Capital Stock of any Excluded Pledge Subsidiary), including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Pledge 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 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. (c) With respect to any new Excluded Subsidiary created or acquired after the Initial Amendment 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 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 of its Subsidiaries (provided that in no event shall more than 65% of the total outstanding Capital Stock of any such new Excluded Subsidiary be required to be so pledged), (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 Excluded Subsidiary, as the case may be, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Lien of the Administrative Agent xxxxxxx, and (iii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. For the avoidance of doubt, no local perfection measures shall be taken in any foreign jurisdiction.

Additional Collateral, etc. (a) With respect to any new Subsidiary personal property or Intellectual Property (other than a Foreign Subsidiaryassets expressly excluded from the Collateral pursuant to the Security Documents) located in the United States acquired or created or acquired after the Closing Date by any Loan Party (whichother than (x) any property subject to a Lien expressly permitted by Section 6.3(g) and (y) Instruments, for purposes Certificated Securities, Securities and Chattel Paper, which are referred to in the last sentence of this paragraph, shall include any existing Subsidiary that ceases paragraph (a)) as to be a Foreign Subsidiary, a Management Subsidiary, an Inactive Subsidiary or an Excluded Pledge Subsidiary) by which the Borrower or any of its Subsidiaries, promptly (i) execute and deliver to the Administrative Collateral Agent such amendments to the Guarantee and Pledge Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, Parties does not have a perfected first priority security interest Lien, promptly, but in all of the Capital Stock any case within 30 days, (i) give written notice of such new Subsidiary that is owned by the Borrower or any of its Subsidiaries, property to the extent not otherwise prohibited pursuant to any Contractual Obligation, (ii) Collateral Agent and execute and deliver to the Administrative Collateral Agent such amendments to the certificates representing Security Agreement or such Capital Stock, if any, together with, if applicable, undated stock powers, in blank, executed and delivered by a duly authorized officer other Security Document or other documents as the Collateral Agent (acting solely at the written direction of the Borrower or such SubsidiaryAdministrative Agent, as acting solely at the case may be, and (iiiwritten direction of the Required Lenders) cause such new Subsidiary (A) (other than an Excluded Guarantee Subsidiary) to become guarantor under the Guarantee and Pledge Agreement and (B) to take such actions reasonably necessary or advisable requests to grant to the Administrative Collateral Agent for the benefit of the Secured Parties a perfected first priority (subject to Permitted Liens) security interest in such Property and (ii) take all actions reasonably requested by the Collateral described Agent (acting solely at the written direction of the Administrative Agent, acting solely at the written direction of the Required Lenders) to grant to the Collateral Agent for the benefit of the Secured Parties a first priority (subject to Permitted Liens) perfected security interest (to the extent required by the Security Documents) in the Guarantee and Pledge Agreement 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 new Subsidiary (other than property as of the Capital Stock of any Excluded Pledge SubsidiaryClosing Date), including, without limitation, the filing of Uniform Commercial Code UCC financing statements in such jurisdictions as may be required by the Guarantee and Pledge Security Agreement or by applicable law or as may be reasonably requested by the Collateral Agent (acting solely at the written direction of the Administrative Agent, acting solely at the written direction of the Required Lenders). Any Instrument, Certificated Security (other than in respect of the Capital Stock of any Subsidiary), Security or Chattel Paper in excess of $1,000,000 shall be promptly delivered to the Collateral Agent indorsed to the Collateral Agent to be held as Collateral pursuant to the relevant Security Document. (b) Notwithstanding anything to the contrary in any Loan Document, this Section shall not apply with respect to any collateral to the extent the Required Lenders have determined in writing that the value of such collateral to which this Section would otherwise apply is insufficient to justify the difficulty, time and/or expense of obtaining a perfected Lien therefrom.

Additional Collateral, etc. (a) With respect to any new Subsidiary property acquired after the Restatement Closing Date by any Borrower (other than (x) any property described in paragraph (b), (c), or (d), below, (y) any property subject to a Lien expressly permitted by Section 8.3(l) or 8.3(o)) and (z) property acquired by any Foreign Subsidiary) created or acquired after as to which the Closing Date (whichAdministrative Agent, for purposes the benefit of this paragraphthe Lenders, shall include any existing Subsidiary that ceases to be does not have a Foreign Subsidiary, a Management Subsidiary, an Inactive Subsidiary or an Excluded Pledge Subsidiary) by the Borrower or any of its Subsidiariesperfected Lien, promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Pledge Collateral Agreement or such other documents as the Administrative Agent reasonably deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a security interest in such property and (ii) take all actions necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent (except in the case of the UK Borrowers, where no such financing statements will be required to filed). (b) With respect to any new Subsidiary (other than a Foreign Subsidiary (or a Domestic Subsidiary that is owned directly or indirectly by a Foreign Subsidiary) or a non-Wholly Owned Subsidiary) created or acquired after the Restatement Closing Date by Monster Worldwide (which, for the purposes of this paragraph (b), shall include any existing Subsidiary that ceases to be a Foreign Subsidiary or any non-Wholly Owned Subsidiary that provides a guarantee of any Indebtedness of Monster Worldwide or any of the Borrowers (other than the Loans) after the Restatement Closing Date), promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured PartiesLenders, a perfected first priority security interest in all of the Capital Stock of such new Subsidiary that is owned by the Borrower or any of its Subsidiaries, to the extent not otherwise prohibited pursuant to any Contractual ObligationMonster Worldwide, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, if any, together with, if applicable, with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such SubsidiaryMonster Worldwide, as the case may be, and (iii) cause such new Subsidiary (A) (other than an Excluded Guarantee Subsidiary) to become guarantor under a party to the Guarantee and Pledge Agreement and Collateral Agreement, (B) to take such actions reasonably necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties Lenders a perfected first priority security interest in the Collateral described in the Guarantee and Pledge Collateral Agreement with respect to such new Subsidiary (other than the Capital Stock of any Excluded Pledge Subsidiary), including, without limitation, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Pledge Collateral Agreement or by applicable law or as may be reasonably requested by the Administrative Agent and (C) to deliver to the Administrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit C, with appropriate insertions and attachments, and (iv) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. (c) With respect to any Domestic Subsidiary created or acquired after the Restatement Closing Date by Monster Worldwide or by a Domestic Subsidiary that does not become a Subsidiary Guarantor pursuant to Section 7.9(b), 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 Monster Worldwide, (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 Monster Worldwide and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein, 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. (d) With respect to any Foreign Subsidiary created or acquired after the Restatement Closing Date which is directly owned by Monster Worldwide or by a Domestic Subsidiary, promptly (i) give written notice to the Administrative Agent of the creation or acquisition of any such Foreign Subsidiary (a “New Foreign Subsidiary”), (ii) give written notice to the Administrative Agent as soon as such New Foreign Subsidiary (together with its Consolidated Subsidiaries) constitutes 5% or more of Monster Worldwide’s Consolidated revenues in any fiscal year (a “New 5% Subsidiary”), (iii) 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 each such New 5% Subsidiary (provided that in no event shall more than 65% of the total outstanding Capital Stock of any such New 5% Subsidiary be required to be so pledged), and (iv) at the request of the Administrative Agent upon the direction of the Required Lenders, pledge and deliver to the Administrative Agent any pledge documents executed with respect to 65% of the Capital Stock of any New Foreign Subsidiary and 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 with respect to clauses (iii), and (iv) deliver to the Administrative Agent the certificates representing all such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Borrower, or take such other action with respect to Pledged Stock of Foreign Subsidiaries (including any New Foreign Subsidiary and New 5% Subsidiary) necessary to perfect the first priority security interest of the Administrative Agent in such Pledged Stock, as the case may be, and take such other action as may be necessary or, in the reasonable opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein; provided, notwithstanding any provision to the contrary unless expressly permitted hereunder, no Borrower and no Subsidiary Guarantor shall enter into or suffer to exist to become effective any agreement or document to grant, bargain, pledge, convey, sell, mortgage, encumber, or grant any interest in or allow for the creation of any Lien, encumbrance, or interest (other than in favor of the Administrative Agent) in any Capital Stock of any Foreign Subsidiary (including any New Foreign Subsidiary and New 5% Subsidiary) directly owned by Monster Worldwide or any Subsidiary Guarantor.

Additional Collateral, etc. With respect to any new Restricted Subsidiary (other than a Foreign Subsidiary) created or acquired after the Closing Date (which, for the purposes of this paragraph, shall include any existing Unrestricted Subsidiary that ceases is designated as a Restricted Subsidiary pursuant to be a Foreign SubsidiarySection 10.18), a Management Subsidiary, an Inactive Subsidiary or an Excluded Pledge Subsidiary) by the Borrower or any of its Restricted Subsidiaries, promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Pledge Collateral Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in all of the Capital Stock of such new Restricted Subsidiary that is owned by the Borrower or any of its Restricted Subsidiaries, to the extent not otherwise prohibited pursuant to any Contractual Obligation, (ii) deliver to the Administrative Agent the certificates certificates, if any, representing such Capital Stock, if any, together with, if applicable, 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, and (iii) cause such new Subsidiary (A) (other than an Excluded Guarantee Subsidiary) to become guarantor under a party to the Guarantee and Pledge Collateral Agreement and (B) to take such actions reasonably 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 Pledge Collateral Agreement with respect to such new Subsidiary (other than the Capital Stock of any Excluded Pledge Subsidiary), including, without limitation, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Pledge 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 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 personal Property acquired after the Additional Collateral Effective Date by either Borrower or any Restricted Subsidiary other than a Foreign Subsidiary (other than (x) any Property described in paragraph (b) of this Section and (y) any Property subject to a Lien expressly permitted by Section 9.3(g)) as to which the General Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien, promptly (i) execute and deliver to the General Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the General Administrative Agent deems necessary or advisable to grant to the General Administrative Agent, for the benefit of the Lenders, a security interest in such Property and (ii) take all such actions as are necessary or advisable to grant to the General Administrative Agent, for the benefit of the Lenders, 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 as may be requested by the General Administrative Agent. (b) With respect to any new Restricted Subsidiary (other than any Restricted Subsidiary that is a Foreign Subsidiary) created or acquired after the Closing Additional Collateral Effective Date (which, for the purposes of this paragraph, shall include any existing Subsidiary (other than a Foreign Subsidiary) that ceases to be a Foreign an Unrestricted Subsidiary), a Management Subsidiary, an Inactive Subsidiary or an Excluded Pledge Subsidiary) by the either Borrower or any of its SubsidiariesRestricted Subsidiary, promptly (i) execute and deliver to the General Administrative Agent such amendments to the Guarantee and Pledge Collateral Agreement as the General Administrative Agent deems necessary or advisable to grant to the General Administrative Agent, for the benefit of the Secured PartiesLenders, a perfected first priority security interest in all of the Capital Stock of such new Subsidiary that is owned by the either Borrower or any of its Subsidiaries, to the extent not otherwise prohibited pursuant to any Contractual ObligationRestricted Subsidiary, (ii) deliver to the General Administrative Agent the certificates representing such Capital Stock, if any, together with, if applicable, 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, and (iii) cause such new Restricted Subsidiary (A) (other than an Excluded Guarantee Subsidiary) to become guarantor under a party to the Guarantee and Pledge Collateral Agreement and (B) to take such actions reasonably necessary or advisable to grant to the General Administrative Agent for the benefit of the Secured Parties Lenders a perfected first priority security interest in the Collateral described in the Guarantee and Pledge Collateral Agreement with respect to such new Subsidiary (other than the Capital Stock of any Excluded Pledge Restricted Subsidiary), including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Pledge Collateral Agreement or by applicable law or as may be requested by the General Administrative Agent, and (iv) if requested by the General Administrative Agent, deliver to the General 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 General Administrative Agent. (c) On or before February 15, 2002: (i) enter into, and cause each Subsidiary of each Borrower (other than any Foreign Subsidiary) to enter into, the Amended and Restated Guarantee and Collateral Agreement, which shall be in form and substance reasonably satisfactory to the General Administrative Agent and shall (x) contain a guarantee, in form and substance reasonably satisfactory to the General Administrative Agent, by the parties that are guarantors under the Initial Guarantee and (y) contain a grant by each of the Borrowers and each Subsidiary organized under the laws of any State of the United States of a security interest in substantially all personal property assets of each such grantor, as security for the obligations of such grantor under any Loan Document (provided that (1) in no event shall more than 65% of the total outstanding Capital Stock of any Foreign Subsidiary be required to be so encumbered and (2) all personal property of the Canadian Borrower and its Subsidiaries organized under the laws of Canada or any province thereof, other than Capital Stock of any Subsidiary incorporated under the laws of any State of the United States, shall be covered by the Canadian Security Documents described in the following clause (ii)); (ii) with respect to the Canadian Borrower and any of its Subsidiaries organized under the laws of Canada or any province thereof, enter into such security documents as shall be reasonably requested by the General Administrative AgentAgent to grant to the General Administrative Agent a security interest in substantially all personal property assets of each such grantor (to the extent not covered by the Amended and Restated Guarantee and Collateral Agreement), as security for the obligations of each such grantor under the Loan Documents; (iii) cause to be made all filings and recordings, and take all other actions, required by the Security Documents law to perfect the security interests granted pursuant to the foregoing clauses (i) and (ii) (provided, that to the extent that any of such filings, recordings or other actions cannot be completed by February 15, 2002, such filings, recordings or other actions shall be completed as promptly as practicable thereafter); and (iv) cause to be delivered to the General Administrative Agent such legal opinions and corporate and other documents as the General Administrative Agent shall reasonably request with respect to the matters described in the foregoing clauses (i), (ii) and (iii).

Additional Collateral, etc. With respect to any new Subsidiary (other than a Foreign Subsidiary) created or acquired in connection with an Acquisition after the Closing Date (which, for purposes of this paragraph, shall include any existing Subsidiary that ceases to be a Foreign Subsidiary, a Management Subsidiary, an Inactive Subsidiary shall thereupon be deemed to have been created or an Excluded Pledge Subsidiaryacquired) by the Borrower or any of its Subsidiaries, promptly following the consummation of any such Acquisition (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Pledge Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in all of the Capital Stock of such new Subsidiary that is owned by the Borrower or any of its Subsidiaries, to the extent not otherwise prohibited pursuant to any Contractual ObligationObligation existing as of the date of this Agreement, or under any Contractual Obligation assumed or entered into after the date of this Agreement as permitted by Section 7.12 hereof, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, if any, together with, if applicable, 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 (iii) cause such new Subsidiary to the extent not otherwise prohibited pursuant to any Contractual Obligation existing as of the date of this Agreement, or under any Contractual Obligation assumed or entered into after the date of this Agreement as permitted by Section 7.12 hereof, (A) (other than an Excluded Guarantee Subsidiary) to become guarantor under the Guarantee and Pledge Agreement and (B) to take such actions reasonably 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 Pledge Agreement with respect to such new Subsidiary (other than the Capital Stock of any Excluded Pledge Subsidiary), including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Pledge Agreement or by applicable law or as may be reasonably requested by the Administrative Agent; provided that, the provisions of this Section 6.11 shall apply only with respect to a newly acquired or created Subsidiary in which the Borrower or any of its Subsidiaries (for the avoidance of doubt, such term in this instance shall refer solely to those Subsidiaries directly or indirectly owned by the Borrower prior to the time of such Acquisition) has a direct ownership interest.

Additional Collateral, etc. (a) With respect to any new Subsidiary property acquired after the Restatement Effective Date by DW Animation or any Loan Party (other than (w) any property that would have been excluded from the definition of “Collateral” as set forth in Section 3 of the Guarantee and Collateral Agreement if such property had been owned by DW Animation or any Grantor (as defined in the Guarantee and Collateral Agreement) prior to the Restatement Effective Date, (x) any property described in paragraph (c) or (d) below, (y) any fee interest in any real property and (z) any property subject to a Foreign SubsidiaryLien expressly permitted by Section 7.2(g)) created or acquired after as to which the Closing Date (whichAdministrative Agent, for purposes the benefit of this paragraphthe Lenders, shall include any existing Subsidiary that ceases to be does not have a Foreign Subsidiary, a Management Subsidiary, an Inactive Subsidiary or an Excluded Pledge Subsidiary) by the Borrower or any of its Subsidiariesperfected Lien, promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Pledge Collateral Agreement or such other documents as the Administrative Agent deems reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured PartiesLenders, a security interest in such property and (ii) take all actions necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in all such property (subject only to (x) in the case of the Capital Stock property consisting of such new Subsidiary that is owned by the Borrower or any of its Subsidiaries, to the extent not otherwise prohibited pursuant to any Contractual Obligation, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, if any, together with, if applicable, undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Subsidiary, as the case may be, Permitted Collateral Liens and (iiiy) cause such new Subsidiary (A) (other than an Excluded Guarantee Subsidiary) to become guarantor under the Guarantee and Pledge Agreement and (B) to take such actions reasonably 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 Pledge Agreement with respect to such new Subsidiary (property other than the Capital Stock of any Excluded Pledge SubsidiaryStock, Liens permitted under Section 7.2), including, without limitation, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Pledge Collateral Agreement or by applicable law or as may be reasonably requested by the Administrative Agent. (b) [Reserved]. (c) With respect to any new Subsidiary (other than a Foreign Subsidiary or (except with respect to clauses (i) and (ii) below) an Excluded Subsidiary) created or acquired after the Restatement Effective Date by DW Animation or its Subsidiaries (which for purposes of this paragraph (c) shall include any existing Subsidiary that ceases to be a Foreign Subsidiary or an Excluded Subsidiary), promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent deems reasonably 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 (including any Excluded Subsidiary) that is owned by a Loan Party (subject only to Permitted Collateral Liens), (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, and take such other action as may be necessary or, in the reasonable opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein, (iii) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a first priority perfected security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent and (C) to deliver to the Administrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit B, with appropriate insertions and attachments, and (iv) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. (d) With respect to any new Foreign Subsidiary created or acquired after the Restatement Effective Date by any Loan Party, promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent deems reasonably 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 Foreign Subsidiary that is owned by any such Loan Party (provided that in no event shall more than 66% of the total issued and outstanding voting Capital Stock of any such new Foreign Subsidiary be required to be so pledged), (ii) deliver to the Administrative Agent the certificates representing the 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 take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein, 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 new Subsidiary (other than a Foreign Subsidiary) created or property acquired after the Closing Date by any Loan Party (whichother than (v) any real property, (w) any property described in paragraph (c) or (d) below, (x) any property subject to a Lien expressly permitted by Section 7.3(g), (y) so long as the Term Loan Obligations Payment Date has not occurred, any Term Loan Priority Collateral as to which the Term Loan Representative determines, in its reasonable discretion and in consultation with the Borrower, that the cost of obtaining a security interest therein is excessive in relation to the value of the security to be afforded thereby) and (z) any property (other than Term Loan Priority Collateral) as to which the Administrative Agent determines, in its reasonable discretion and in consultation with the Borrower, that the cost of obtaining a security interest therein is excessive in relation to the value of the security to be afforded thereby) as to which the Administrative Agent, for purposes the benefit of this paragraphthe Secured Parties, shall include any existing Subsidiary that ceases to be does not have a Foreign Subsidiary, a Management Subsidiary, an Inactive Subsidiary or an Excluded Pledge Subsidiary) by the Borrower or any of its Subsidiariesperfected Lien, promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Pledge Collateral Agreement or such other documents as the Administrative Agent deems necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a security interest in such property and (ii) take all actions necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in all of such property with the Capital Stock of such new Subsidiary that is owned priority required by the Borrower or any of its SubsidiariesIntercreditor Agreement, to the extent not otherwise prohibited pursuant to any Contractual Obligation, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, if any, together with, if applicable, 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 (iii) cause such new Subsidiary (A) (other than an Excluded Guarantee Subsidiary) to become guarantor under the Guarantee and Pledge Agreement and (B) to take such actions reasonably 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 Pledge Agreement with respect to such new Subsidiary (other than the Capital Stock of any Excluded Pledge Subsidiary), including, without limitation, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Pledge Collateral Agreement or by applicable law or as may be reasonably requested by the Administrative Agent. (b) [Reserved]. (c) With respect to any new Domestic Subsidiary (other than any Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party (which, for the purposes of this paragraph (c), shall include any (1) existing Subsidiary that becomes a Domestic Subsidiary that is not an Excluded Subsidiary and (2) any existing Domestic Subsidiary that ceases to be an Excluded Subsidiary) within forty-five (45) days after the creation or acquisition of such new Domestic Subsidiary (or such later date as the Administrative Agent shall agree to in its sole discretion) (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent deems necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected security interest with the priority required by the Intercreditor Agreement in the Capital Stock of such new Subsidiary that is owned by any Loan Party, (ii) subject to the Intercreditor Agreement, deliver to the Administrative Agent the certificates (if any) representing such Capital Stock, together with undated endorsements, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, (iii) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, (B) to take such actions necessary or reasonably advisable to grant to the Administrative Agent for the benefit of the Secured Parties a perfected security interest with the priority required by the Intercreditor Agreement in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent and (C) subject to the Intercreditor Agreement, to deliver to the Administrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit C-2, with appropriate insertions and attachments, and (iv) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. (d) With respect to any new CFC Holding Company or Foreign Subsidiary created or acquired after the Closing Date by any Loan Party (which, for the purposes of this paragraph (d), shall include any existing Subsidiary that becomes a CFC Holding Company or a Foreign Subsidiary), within sixty (60) days after the creation or acquisition of such new CFC Holding Company or Foreign Subsidiary (or such later date as the Administrative Agent shall agree to in its sole discretion) (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent deems necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected security interest with the priority required by the Intercreditor Agreement in the Capital Stock of such CFC Holding Company or Foreign Subsidiary that is owned by any such Loan Party (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such CFC Holding Company or Foreign Subsidiary be required to be so pledged), (ii) subject to the Intercreditor Agreement, deliver to the Administrative Agent the certificates representing such pledged Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party and take such other action as the Administrative Agent deems necessary or reasonably advisable to perfect the Administrative Agent’s security interest therein. (e) Notwithstanding anything to the contrary in this Agreement or any other Loan Document, no Loan Document shall grant the Secured Parties a security interest in any fee-owned or leased real property.

Additional Collateral, etc. (a) With respect to any new Subsidiary (other than a Foreign Subsidiary) created or property acquired after the Closing Date by any Loan Party (whichother than (v) any real property, (w) any property described in Sections 6.10(c) or (d) below, (x) any property subject to a Lien expressly permitted by Section 7.3(g), (y) while Permitted Term Loans are outstanding, any Term Loan Priority Collateral as to which the Term Loan Representative determines, in its reasonable discretion and in consultation with the Borrower, that the cost of obtaining a security interest therein is excessive in relation to the value of the security to be afforded thereby) and (z) any Excluded Property (as defined in the Guarantee and Collateral Agreement) or other property (other than, while Permitted Term Loans are outstanding, Term Loan Priority Collateral) as to which the Administrative Agent determines, in its reasonable discretion and in consultation with the Borrower, that the cost of obtaining a security interest therein is excessive in relation to the value of the security to be afforded thereby) as to which the Administrative Agent, for purposes the benefit of this paragraphthe Secured Parties, shall include any existing Subsidiary that ceases to be does not have a Foreign Subsidiary, a Management Subsidiary, an Inactive Subsidiary or an Excluded Pledge Subsidiary) by the Borrower or any of its Subsidiariesperfected Lien, promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Pledge Collateral Agreement or such other documents as the Administrative Agent deems necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a security interest in such property and (ii) take all actions necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in all of such property with the Capital Stock of such new Subsidiary that is owned priority required by the Borrower or any of its SubsidiariesIntercreditor Agreements, to the extent not otherwise prohibited pursuant to any Contractual Obligation, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, if any, together with, if applicable, 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 (iii) cause such new Subsidiary (A) (other than an Excluded Guarantee Subsidiary) to become guarantor under the Guarantee and Pledge Agreement and (B) to take such actions reasonably 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 Pledge Agreement with respect to such new Subsidiary (other than the Capital Stock of any Excluded Pledge Subsidiary), including, without limitation, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Pledge Collateral Agreement or by applicable law or as may be reasonably requested by the Administrative Agent. (h) [Reserved]. (i) With respect to any new Domestic Subsidiary (other than any Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party (which, for the purposes of this paragraph (c), shall include any (1) existing Subsidiary that becomes a Domestic Subsidiary that is not an Excluded Subsidiary and (2) any existing Domestic Subsidiary that ceases to be an Excluded Subsidiary) within forty-five (45) days after the creation or acquisition of such new Domestic Subsidiary (or such later date as the Administrative Agent shall agree to in its sole discretion) (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent deems necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected security interest with the priority required by the Intercreditor Agreements in the Capital Stock of such new Subsidiary that is owned by any Loan Party, (ii) subject to the Intercreditor Agreements, deliver to the Administrative Agent the certificates (if any) representing such Capital Stock, together with undated endorsements and/or stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, (iii) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, (B) to take such actions necessary or reasonably advisable to grant to the Administrative Agent for the benefit of the Secured Parties a perfected security interest with the priority required by the Intercreditor Agreements in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent and (C) subject to the Intercreditor Agreements, to deliver to the Administrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit C-2, with appropriate insertions and attachments, and (iv) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. (j) With respect to any new CFC Holding Company or Foreign Subsidiary created or acquired after the Closing Date by any Loan Party (which, for the purposes of this paragraph (d), shall include any existing Subsidiary that becomes a CFC Holding Company or a Foreign Subsidiary), within sixty (60) days after the creation or acquisition of such new CFC Holding Company or Foreign Subsidiary (or such later date as the Administrative Agent shall agree to in its sole discretion) (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent deems necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected security interest with the priority required by the Intercreditor Agreements in the Capital Stock of such CFC Holding Company or Foreign Subsidiary that is owned by any such Loan Party (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such CFC Holding Company or Foreign Subsidiary be required to be so pledged), (ii) subject to the Intercreditor Agreements, deliver to the Administrative Agent the certificates representing such pledged Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party and take such other action as the Administrative Agent deems necessary or reasonably advisable to perfect the Administrative Agent’s security interest therein. (k) Notwithstanding anything to the contrary in this Agreement or any other Loan Document, no Loan Document shall grant the Secured Parties a security interest in any fee-owned or leased real property.

Additional Collateral, etc. (a) With respect to any property acquired after the Closing Date by the Borrower or any of its Subsidiaries (other than property acquired by any Foreign Subsidiary) of the type contemplated by the Guarantee and Collateral Agreement to constitute Collateral and as to which the Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien, promptly take all actions necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such property (subject to Liens permitted by Section 7.3), including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent. (b) With respect to any new Subsidiary (other than a Foreign Subsidiary) created or acquired after the Closing Date (which, for purposes of this paragraph, shall include any existing Subsidiary that ceases to be a Foreign Subsidiary, a Management Subsidiary, an Inactive Subsidiary or an Excluded Pledge Subsidiary) by the Borrower or any of its Subsidiaries, promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Pledge Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in all of the Capital Stock of such new Subsidiary that is owned by the Borrower or any of its Subsidiaries, to the extent not otherwise prohibited pursuant to any Contractual Obligation, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, if any, together with, if applicable, 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 (iii) cause such new Subsidiary (A) (other than an Excluded Guarantee Subsidiaryi) to become guarantor under a party to the Guarantee and Pledge Agreement and Collateral Agreement, (Bii) to take such actions reasonably necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties Lenders a perfected first priority security interest in the Collateral (subject to Liens permitted by Section 7.3) described in the Guarantee and Pledge Collateral Agreement with respect to such new Subsidiary (other than the Capital Stock of any Excluded Pledge Subsidiary), including, without limitation, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Pledge Collateral Agreement or by applicable law or as may be reasonably requested by the Administrative AgentAgent and (iii) to deliver to the Administrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit C, with appropriate insertions and attachments.

Additional Collateral, etc. (a) With respect to any new Subsidiary (other than a Foreign Subsidiary) created or personal Property acquired after the Closing Date (whichby Parent, for purposes of this paragraphHoldings, shall include any existing Subsidiary that ceases to be a Foreign Subsidiary, a Management Subsidiary, an Inactive Subsidiary or an Excluded Pledge Subsidiary) by the Borrower or any of Parent’s Wholly Owned Subsidiaries (other than (w) any personal Property described in paragraph (c) of this Section, (x) any Property subject to a Lien expressly permitted by clauses 9.4(h), (k) and (l), (y) any Property acquired by an Excluded Foreign Subsidiary and (z) any Property acquired after the date hereof to the extent that the creation of a security interest therein would be prohibited by a Contractual Obligation binding on Parent, Holdings, the Borrower or any Subsidiary that is the owner of such Property (including pursuant to the New Time Warner Facility or the Partnership Parks Agreements), provided that such Contractual Obligation existed at the time such Property was acquired and was not entered into in anticipation of such acquisition) as to which the Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien, promptly, and in any event on or prior to 30 days after such acquisition (or such longer period as the Administrative Agent may agree in its Subsidiaries, promptly reasonable discretion) (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Pledge Collateral Agreement or such other documents as the Administrative Agent reasonably deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a security interest in such Property and (ii) take all actions necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such 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 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 $10,000,000 acquired after the Closing Date by Parent, Holdings, the Borrower or any of Parent’s Wholly Owned Subsidiaries (other than any such Real Property owned by an Excluded Foreign Subsidiary, Properties subject to the Great Escape Agreements, Properties subject to the Partnership Parks Agreements or Properties subject to a Lien expressly permitted by clauses (h), (i) and (j) of Section 9.4), promptly, and in any event on or prior to 30 days after such acquisition (or such longer period as the Administrative Agent may agree in its reasonable discretion) (i) execute and deliver a first priority Mortgage (subject to Permitted Liens) in favor of the Administrative Agent, for the benefit of the Lenders, covering such Real Property, (ii) if reasonably requested by the Administrative Agent, provide the Administrative Agent with (x) mortgagee title and extended coverage insurance insuring the first priority Lien of the Mortgage upon such Real Property in an amount at least equal to the purchase price of such Real Property (or such lesser amount as shall be reasonably acceptable to the Administrative Agent) as well as a current or updated ALTA survey thereof, certified to the Administrative Agent and (y) any consents or estoppels reasonably deemed necessary or advisable by the Administrative Agent in connection with such Mortgage, each of the foregoing in form and substance reasonably satisfactory to the Administrative Agent (provided, that Parent, Holdings, the Borrower and Parent’s Wholly Owned Subsidiaries shall only be required to use commercially reasonable good faith efforts to obtain such consents and estoppels) and (iii) if reasonably requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. (c) With respect to any new Wholly Owned Subsidiary (other than an Excluded Foreign Subsidiary or an Inactive Subsidiary) created or acquired after the Closing Date (which, for the purposes of this paragraph, shall include any existing Wholly Owned Subsidiary that ceases to be an Excluded Foreign Subsidiary or an Inactive Subsidiary), by Parent or any of its Wholly Owned Subsidiaries, promptly, and in any event on or prior to 30 days after such creation or acquisition (or such longer period as the Administrative Agent may agree in its reasonable discretion) (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured PartiesLenders, a perfected first priority security interest (subject to Permitted Liens) in all of the Capital Stock of such new Wholly Owned Subsidiary that is owned by the Borrower Parent or any of its Wholly Owned Subsidiaries, to the extent not otherwise prohibited pursuant to any Contractual Obligation, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, if any, together with, if applicable, with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower Parent or such Wholly Owned Subsidiary, as the case may be, and (iii) with respect to any such new Wholly Owned Subsidiary, cause such new Wholly Owned Subsidiary (A) (other than an Excluded Guarantee Subsidiary) to become guarantor under a party to the Guarantee and Pledge Collateral Agreement and (B) to take such actions reasonably necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties Lenders a perfected first priority security interest (subject to Permitted Liens) in the Collateral described in the Guarantee and Pledge Collateral Agreement with respect to such new Subsidiary (other than the Capital Stock of any Excluded Pledge Wholly Owned Subsidiary), including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Pledge Collateral Agreement or by applicable law or as may be reasonably requested by the Administrative Agent, and (iv) if reasonably requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. (d) With respect to any Wholly Owned Subsidiary or Partnership Park Entity that ceases to be contractually prohibited (and, in the case of any Partnership Park Entity, ceases to be subject to any Requirement of Law (including any fiduciary or similar limitation applicable to the directors or managers thereof) effectively prohibiting it) from becoming a Subsidiary Guarantor or executing the Guarantee and Collateral Agreement or from having all or any portion of its Capital Stock from being pledged under the Guarantee and Collateral Agreement, promptly, and in any event on or prior to 30 days after such Wholly Owned Subsidiary or Partnership Park Entity ceases to be prohibited from being a Subsidiary Guarantor (or such longer period as the Administrative Agent may agree in its reasonable discretion) (i) execute and deliver, or cause to be executed and delivered, 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 (subject to Permitted Liens) in the Capital Stock of such Person that is owned by Parent or any of its Wholly Owned 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 Parent or such Wholly Owned Subsidiary, as the case may be, and (iii) if applicable, cause such Person (A) to become a party to the Guarantee and Collateral Agreement and (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected first priority security interest (subject to Permitted Liens) in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Wholly Owned Subsidiary, including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent, and (iv) if reasonably requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. (e) With respect to any new Foreign Subsidiary created or acquired after the Closing Date by Parent or any of its Wholly Owned Subsidiaries (other than any Subsidiary of any Excluded Foreign Subsidiary), promptly, and in any event on or prior to 30 days after such creation or acquisition (or such longer period as the Administrative Agent may agree in its reasonable discretion) (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 Lenders, a perfected first priority security interest (subject to Permitted Liens) in the Capital Stock of such new Foreign Subsidiary that is owned by Parent or any of its Wholly Owned Subsidiaries, provided that in no event shall more than 65% of the total outstanding Capital Stock of any such new 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 Parent or such Wholly Owned 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 reasonably requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. (f) Notwithstanding the provisions of this Section, (i) Parent shall not be required to create, or to cause its Wholly Owned Subsidiaries to create, a security interest in the Capital Stock of any Wholly Owned Subsidiary acquired after the date hereof to the extent that the creation of such a security interest would be prohibited by a Contractual Obligation binding on Parent or the Wholly Owned Subsidiary that is the owner of such Capital Stock; provided, that such Contractual Obligation either (x) was negotiated in good faith in an arm’s length transaction with a Person that is not an Affiliate of Parent or (y) existed at the time such Subsidiary was acquired and was not entered into in anticipation of such acquisition and (ii) the Partnership Parks Entities and their Property and any other Property of Parent and its Subsidiaries subject to the Partnership Parks Agreements shall be expressly excluded from, and shall not be subject to, any provisions of this Section 8.6 so long as the creation of a security interest under, or the execution of, the Guarantee and Collateral Agreement is prohibited by a Contractual Obligation binding on the Partnership Park Entities or, with respect to any other Property of Parent and its Subsidiaries, is prohibited by the Partnership Parks Agreements.

Additional Collateral, etc. (a) With respect to any new Subsidiary property acquired after the Closing Date by the Borrower or any of its Subsidiaries (other than (x) any property described in paragraph (b) below or (y) any property subject to a Foreign SubsidiaryLien expressly permitted by Section 7.1) as to which the Lender, does not have a perfected Lien, promptly (i) execute and deliver to the Lender such amendments to the Guarantee and Collateral Agreement or such other documents as the Lender deems necessary or advisable to grant to the Lender, a security interest in such property and (ii) take all actions necessary or advisable to grant to the Lender, a perfected first priority security interest in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Lender. (b) With respect to either BlueStar Networks, Inc. or any new Subsidiary created or acquired after the Closing Date (which, for purposes of this paragraph, shall include any existing Subsidiary that ceases to be a Foreign Subsidiary, a Management Subsidiary, an Inactive Subsidiary or an Excluded Pledge Subsidiary) by the Borrower or any of its Subsidiaries, promptly (i) execute and deliver to the Administrative Agent Lender such amendments to the Guarantee and Pledge Collateral Agreement as the Administrative Agent Lender deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, Lender a perfected first priority security interest in all of 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 of its Subsidiaries, to the extent not otherwise prohibited pursuant to any Contractual Obligation, (ii) deliver to the Administrative Agent Lender the certificates representing such Capital Stock, if any, together with, if applicable, 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 (iii) cause BlueStar Networks, Inc. or such new Subsidiary Subsidiary, as the case may be, (A) (other than an Excluded Guarantee Subsidiary) to become guarantor under a party to the Guarantee and Pledge Agreement and Collateral Agreement, (B) to take such actions reasonably necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties Lender a perfected first priority security interest in the Collateral described in the Guarantee and Pledge Collateral Agreement with respect to such new Subsidiary (other than the Capital Stock of any Excluded Pledge Subsidiary), including, without limitation, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Pledge Collateral Agreement or by applicable law or as may be reasonably requested by the Administrative AgentLender 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 Lender, deliver to the Lender legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Lender.

Additional Collateral, etc. With respect to any new Subsidiary (other than a Foreign Subsidiary) created or acquired after 5.10.1. To the Closing Date (which, for purposes of this paragraph, shall include any existing Subsidiary that ceases to be a Foreign Subsidiary, a Management Subsidiary, an Inactive Subsidiary or an Excluded Pledge Subsidiary) by extent the Borrower or any Guarantor is required to xxxxx x Xxxx on any of its Subsidiariesproperty or its assets in order to secure the Obligations pursuant to clause (i) of Section 6.6, the Borrower shall, and shall cause any such Guarantor to, at the Borrower’s sole cost and expense, promptly (i) execute and deliver to in any event simultaneously with the Administrative Agent grant of any such amendments to the Guarantee and Pledge Agreement Initial Lien (or such longer period as the Administrative Agent deems may agree in writing)), (i) 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 with the priority required by Section 6.6 (subject to Liens permitted pursuant to Section 6.6) in all of the Capital Stock of such new Subsidiary that is owned by the Borrower property or any of its Subsidiaries, assets subject to the extent not otherwise prohibited pursuant to any Contractual Obligationapplicable Initial Lien, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, if any, together with, if applicable, 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 (iii) cause such new Subsidiary (A) (other than an Excluded Guarantee Subsidiary) to become guarantor under the Guarantee and Pledge Agreement and (B) to take such actions reasonably 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 Pledge Agreement with respect to such new Subsidiary (other than the Capital Stock of any Excluded Pledge Subsidiary), including, without limitation, including the filing of Uniform Commercial Code financing statements statements, filings related to aircraft and related assets with the Federal Aviation Administration and International Registry, or other filings or registrations in such jurisdictions any applicable U.S. or non-U.S. jurisdiction as may be required by the Guarantee and Pledge Agreement applicable Security Documents or by applicable law or as may be reasonably requested by the Administrative Agent, (ii) if reasonably requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent and (iii) if any Aviation Assets, other than Specified Collateral, are subject to such Initial Lien, deliver a customary intercreditor agreement that is reasonably acceptable to the Administrative Agent and the Borrower, between the Administrative Agent and the collateral agent or other representative of holders of Indebtedness secured by such Initial Lien, and which shall provide that the Initial Lien on such Aviation Assets, other than Specified Collateral, shall rank junior in priority to the Liens on such Aviation Assets, other than Specified Collateral, granted to the Administrative Agent in order to secure the Obligations. For the avoidance of doubt, the restrictions in this Section 5.10 shall not apply to Liens on Bridge Collateral securing the Bridge Indebtedness. 5.10.2. For the avoidance of doubt, in addition to any additional Collateral resulting from clause (a) above, the Collateral shall include any property of a Grantor upon which a Lien is purported to be created by any Security Document (including any Pledge Agreement).

Additional Collateral, etc. With (a) [Reserved]. (b) [Reserved]. (c) To the extent permitted under the WF Credit Agreement, with respect to any new direct or indirect Subsidiary (other than a Foreign any Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party (which, for purposes of this paragraph, shall include any existing Subsidiary that ceases including pursuant to be a Foreign Subsidiary, a Management Subsidiary, an Inactive Subsidiary or an Excluded Pledge Subsidiary) by the Borrower or any of its SubsidiariesPermitted Acquisition), promptly (and in any event within fifteen (15) Business Days or such longer period as approved by the Required Lenders in their sole discretion): (i) except to the extent the Capital Stock of such new Subsidiary constitutes Excluded Equity (in which case only such portion constituting Excluded Equity shall be excluded, meaning the portion up to 65% shall be included herein), execute and deliver to the Administrative Agent such supplements, joinders or amendments to the Guarantee and Pledge Agreement applicable Security Documents as the Administrative Agent Required Lenders deems reasonably necessary or advisable to grant to the Administrative Agent, for the ratable benefit of the Secured Parties, a perfected first priority security interest in all of the Capital Stock of such new Subsidiary that is owned directly or indirectly by the Borrower or any of its Subsidiaries, to the extent not otherwise prohibited pursuant to any Contractual Obligationsuch Loan Party, (ii) deliver to the Administrative Agent and the Required Lenders such documents and instruments as may be required to grant, perfect, protect and ensure the priority of such security interest, including but not limited to, the certificates representing such Capital Stock, if any, together with, if applicable, with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Subsidiary, as the case may berelevant Loan Party, and (iii) cause such new Subsidiary or any Subsidiary formed for the purpose of acquiring any such Subsidiary (A) (other than an Excluded Guarantee Subsidiary) to become guarantor under a party to the Guarantee and Pledge Collateral Agreement and other applicable Security Documents, (B) to take such actions as are reasonably necessary or advisable in the opinion of the Required Lenders to grant to the Administrative Agent for the benefit of the Secured Parties a perfected first priority security interest (subject to Liens permitted hereunder) in the Collateral described in the Guarantee and Pledge Collateral Agreement or such other Security Documents, with respect to such new Subsidiary (other than the Capital Stock of any Excluded Pledge Subsidiary), including, without limitation, including the filing of Uniform Commercial Code UCC financing statements in such jurisdictions as may be required by the Guarantee and Pledge Collateral Agreement or by applicable law or as may be reasonably requested by the Required Lenders or the administrative Agent and (C) to deliver to the Required Lenders and the Administrative Agent, and the Administrative Agent a certificate of such Subsidiary, in a form reasonably satisfactory to the Required Lenders, with appropriate insertions and attachments. (d) [Reserved]. (e) [Reserved]. Notwithstanding the foregoing, (i) other than the Collateral in which a Lien was previously granted or required to be granted by the Loan Parties, or the guarantees provided by the Loan Parties, in each case on the Closing Date or pursuant to Section 6.12, the Loan Parties shall not be required to deliver or perfect the Administrative Agent’s security interest under any law with respect to any Collateral (except to the extent perfection can be accomplished by filing UCC financing statements or provide any guarantee of the Obligations), in each case, if the cost of delivering or perfecting the lien in such Collateral or of providing such guarantee exceeds the benefit to the Lenders (which shall take into account any adverse tax consequences suffered or expected to be suffered by the Borrower as a result thereof), in each case, as determined by the Required Lenders in their reasonable discretion, (ii) Liens on the Capital Stock of (or other ownership interest in) a Subsidiary that is required to be pledged shall be documented under U.S. law if the cost of providing a local law pledge exceeds the benefit to the Lenders, in each case, as determined by the Required Lenders in their reasonable discretion, and (iii) other than the Collateral in which a Lien was previously granted or required to be granted by the Loan Parties, or the guarantees provided by the Loan Parties, in each case on the Closing Date or pursuant to Section 6.12, no such Liens or guarantees shall be required to be provided by any Subsidiary in any case in which (or, if applicable, to the extent that) the provision of such Lien or guarantee would violate applicable law or a legal duty of the directors of such Subsidiary, in each case, as determined by the Required Lenders in their reasonable discretion.

Additional Collateral, etc. With respect to any new domestic Subsidiary (other than a Foreign Subsidiary) created or acquired after the Closing Date by any Note Party (whichother than any Deerfield Special Purpose Entity that is prohibited, pursuant to its Organizational Documents or any Contractual Obligation entered into in the ordinary course of business, from guaranteeing or otherwise providing assurance that any of the Obligations will be paid or discharged, or that any agreements relating thereto will be complied with or if so guaranteeing will result, in the Parent’s reasonable opinion upon advice of counsel, in a requirement for purposes of this paragraph, shall include any existing such Subsidiary that ceases to be a Foreign Subsidiary, a Management Subsidiary, registered as an Inactive Subsidiary or an Excluded Pledge Subsidiary) by the Borrower or any of its SubsidiariesInvestment Company), promptly (i) execute and deliver to the Administrative Collateral Agent such amendments to the Guarantee Guaranty and Pledge Agreement as the Collateral Agent or the Administrative Agent deems Holder reasonably deem necessary or advisable to grant to the Administrative Collateral Agent, for the benefit of the Secured PartiesHolders, a perfected first priority security interest in all of the Capital Stock of such new Subsidiary that is owned by Guarantor having such priority as set forth in the Borrower or any of its Subsidiaries, to the extent not otherwise prohibited pursuant to any Contractual ObligationIntercreditor Agreement, (ii) if such Guarantor is a corporation or otherwise issues Capital Stock in certificated form, deliver to the Administrative Collateral Agent the certificates representing such Capital Stock, if any, together with, if applicable, with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such SubsidiaryGuarantor, as the case may be, (iii) if such Guarantor is a corporation or otherwise issues “securities” (as defined in the UCC) in an uncertificated form, deliver to the Collateral Agent a Securities Control Agreement, and (iiiiv) cause such new Subsidiary Guarantor (A) (other than an Excluded Guarantee Subsidiary) to become guarantor under a party to the Guarantee Guaranty and Pledge Agreement and (B) to take such actions reasonably necessary or advisable to grant to the Administrative Agent Collateral Agent, for the benefit of the Secured Parties Holders, a perfected first priority security interest in the Pledged Collateral described in the Guarantee Guaranty and Pledge Agreement with respect to such new Subsidiary (other than the Capital Stock of any Excluded Pledge Subsidiary)Guarantor, including, without limitation, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee Guaranty and Pledge Agreement or by applicable law or as may be reasonably requested by the Administrative Collateral Agent. Notwithstanding anything to the contrary contained in this Agreement, if any domestic Subsidiary is created or acquired after the Closing Date by any Note Party that (i) is not required to be a Guarantor pursuant to the application of clause (b) of the proviso in the definition of Guarantor and (ii) owns one or more Subsidiaries that are not required to be Guarantors by application of clauses (a) or (b) of the proviso in the definition of Guarantor, then, so long as doing so would not, in the reasonable determination of the Parent, adversely affect the Parent or its Subsidiaries, such domestic Subsidiary shall become a Restricted Holding Subsidiary subject to the restrictions of Section 6.18.

Additional Collateral, etc. With Except during a Collateral Release Period, with respect to any new Subsidiary (other than a Foreign Subsidiary) created or Collateral acquired after the Closing Date or with respect to any property or asset which becomes Collateral pursuant to the definition thereof after the Closing Date, promptly (whichand, for purposes in any event, (A) with respect to any Deposit Account, Securities Account or Commodities Account, within the time period set forth in (and in all cases subject to) the second paragraph of this paragraphSection 5.10 applicable to such Deposit Account, shall include Securities Account or Commodities Account and (B) with respect to any existing Subsidiary that ceases other Collateral or any other property or asset which becomes Collateral, within 20 Business Days following the date of such acquisition or designation, or in each case, such longer period as consented to be a Foreign Subsidiary, a Management Subsidiary, an Inactive Subsidiary or an Excluded Pledge Subsidiary) by the Borrower or any of Administrative Agent in its Subsidiaries, promptly sole discretion) (i) execute and deliver to the Administrative Agent, the Collateral Agent and the Collateral Trustee such amendments to the Guarantee and Pledge Collateral Agreement or such other Security Documents as the Administrative Collateral Agent or the Collateral Trustee, as the case may be, deems necessary or reasonably advisable to grant to the Collateral Trustee, for the benefit of the Secured Parties, a security interest in such Collateral and (ii) take all actions necessary or reasonably requested by the Administrative AgentAgent to grant to the Collateral Trustee, for the benefit of the Secured Parties, a perfected (subject to the limitations set forth in Section 3.19) first priority security interest in all of the Capital Stock of such new Subsidiary that is owned by the Borrower or any of its Subsidiaries, to the extent not otherwise prohibited pursuant to any Contractual Obligation, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, if any, together with, if applicable, 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 (iii) cause such new Subsidiary (A) Collateral (other than an any Excluded Guarantee Subsidiary) to become guarantor under the Guarantee and Pledge Agreement and (B) to take such actions reasonably 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 Pledge Agreement Perfection Assets and, except with respect to such new Subsidiary Pledged Securities in the possession of the Collateral Trustee, subject to Permitted Liens, and in respect of Pledged Securities in the possession of the Collateral Trustee, the Permitted Liens set forth in clause (g) of the definition thereof and with respect to any other than the Capital Stock of any Excluded Pledge SubsidiaryPriority Lien Obligations), including, without limitation, including the filing of Uniform Commercial Code UCC financing statements in such jurisdictions as may be required by the Guarantee and Pledge Collateral Agreement or by applicable law or as may be reasonably requested by the Administrative Agent, the Collateral Agent 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).

Additional Collateral, etc. (a) With respect to any new property in the form of Capital Stock of a Restricted Subsidiary or intercompany notes or intercompany receivables (other than a Foreign but, in the case of any intercompany note or receivable owing by an Unrestricted Subsidiary, only if it arises out of the sale of solar modules) created or acquired after the Closing Date by any Loan Party (whichother than any such property described in paragraph (b) or (c) below and such property acquired by any Excluded Foreign Subsidiary) as to which the Administrative Agent, for purposes the benefit of this paragraphthe Lenders, shall include any existing Subsidiary that ceases to be does not have a Foreign Subsidiary, a Management Subsidiary, an Inactive Subsidiary or an Excluded Pledge Subsidiary) by the Borrower or any of its Subsidiariesperfected Lien, promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Pledge Collateral Agreement, the Foreign Collateral Agreements or such other documents as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a security interest in such property and (ii) take all actions necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent. (b) With respect to any new Domestic Subsidiary that is a Restricted Subsidiary created or acquired after the Closing Date (which, for the purposes of this paragraph (b), shall include any such existing Unrestricted Subsidiary that is subsequently designated as a Restricted Subsidiary), promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured PartiesLenders, a perfected first priority security interest in all of the Capital Stock of such new Restricted Subsidiary that is owned by the Borrower Company or any of its Subsidiaries, to the extent not otherwise prohibited pursuant to any Contractual ObligationDomestic Subsidiary Guarantor, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, if any, together with, if applicable, with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Subsidiaryrelevant Group Member, as the case may be, and (iii) cause such new Restricted Subsidiary, if it is a Wholly Owned Subsidiary of the Company, (A) (other than an Excluded Guarantee Subsidiary) to become guarantor under a party to the Guarantee and Pledge Agreement and Collateral Agreement, (B) to take such actions reasonably necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties Lenders a perfected first priority security interest in the Collateral described in the Guarantee and Pledge Collateral Agreement with respect to such new Subsidiary (other than but, in the Capital Stock case of any Excluded Pledge intercompany note or receivable owing by an Unrestricted Subsidiary), includingonly if it arises out of the sale of solar modules) owned by such Restricted Subsidiary, without limitation, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Pledge Collateral Agreement or by applicable law or as may be 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 E, with appropriate insertions and attachments, and (iv) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. (c) With respect to any new Foreign Subsidiary that is a Restricted Subsidiary created or acquired after the Closing Date (which, for the purposes of this paragraph (c), shall include any such existing Unrestricted Subsidiary that is subsequently designated as a Restricted Subsidiary), to the extent permitted and practicable and as reasonably requested by the Administrative Agent, and unless material adverse Tax or other legal effects would result therefrom (as assessed by the Company and the Administrative Agent) promptly (i) execute and deliver to the Administrative Agent such amendments to the applicable Security Documents or execute such new Security Documents as the Administrative Agent reasonably deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new Foreign Subsidiary that is owned by a Loan Party (provided that, only with respect to the Obligations of the Company or any Domestic Subsidiary Guarantor, the amount pledged pursuant to this Section 6.9(c) shall be limited to 66% of the total outstanding voting Capital Stock and 100% of the total outstanding non-voting Capital Stock of any first-tier Foreign Subsidiary owned by the Company or any Domestic Subsidiary Guarantor), (ii) deliver to the Administrative Agent the certificates (if any) representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Group Member, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein, (iii) cause such new Restricted Subsidiary, if it is a Wholly Owned Subsidiary of the Company (A) to execute and deliver any new Security Documents or become a party to the applicable Security Documents (provided that such new Restricted Subsidiary shall only guarantee Obligations of the Borrowing Subsidiaries that are Foreign Subsidiaries), (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected first priority security interest in its property in the form of Capital Stock of a Restricted Subsidiary or intercompany notes or intercompany receivables of such new Restricted Subsidiary (but, in the case of any intercompany note or receivable owing by an Unrestricted Subsidiary, only if it arises out of the sale of solar modules), including the applicable filings in such jurisdictions as may be required by the applicable Security Document or by law or as may be 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 E, with appropriate insertions and attachments 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 new Subsidiary property (other than a Foreign Subsidiaryto the extent included in the definition of Collateral and not constituting Excluded Assets) created or acquired after the Closing Date by any Loan Party (whichother than (x) any property described in paragraph (b) or (c) below, and (y) any property subject to a Lien expressly permitted by Section 7.3(g)) as to which the Administrative Agent, for purposes the ratable benefit of this paragraphthe Secured Parties, shall include any existing Subsidiary that ceases to be does not have a Foreign Subsidiary, a Management Subsidiary, an Inactive Subsidiary or an Excluded Pledge Subsidiary) by the Borrower or any of its Subsidiariesperfected Lien, promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Pledge Collateral Agreement, or such other documents as the Administrative Agent may reasonably deem necessary or advisable to evidence that such Loan Party is a Guarantor and to grant to the Administrative Agent, for the ratable benefit of the 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 Lien in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement, or by law or as may be requested by the Administrative Agent. (b) With respect to Target and any new direct or indirect Domestic Subsidiary of the Borrower created or acquired after the Closing Date (including any such Domestic Subsidiary acquired pursuant to a Permitted Acquisition), promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent reasonably deems necessary or advisable to grant to the Administrative Agent, for the ratable benefit of the Secured Parties, a perfected first priority security interest and Lien in all of the Capital Stock of such new Domestic Subsidiary that is owned directly or indirectly by the Borrower or any of its Subsidiaries, to the extent not otherwise prohibited pursuant to any Contractual ObligationBorrower, (ii) 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, if any, together with, if applicable, with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Subsidiaryany other applicable Loan Party, as the case may be, and (iii) cause such new Domestic Subsidiary (A) (other than an Excluded Guarantee Subsidiary) to become guarantor under a party to the Guarantee and Pledge Collateral Agreement as a Grantor and a Guarantor thereunder, (B) to take such actions reasonably as are 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 security interest and Lien in the Collateral described in the Guarantee and Pledge Agreement Collateral Agreement, with respect to such new Subsidiary (other than the Capital Stock of any Excluded Pledge Domestic Subsidiary), including, without limitation, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Pledge Collateral Agreement or by applicable law or as may be requested by the Administrative Agent, (C) to become a Loan Party by executing a joinder agreement in form and substance acceptable to Administrative Agent in its reasonable discretion and (D) to deliver to the Administrative Agent a certificate of the secretary (or other equivalent officer) of such Domestic Subsidiary of the type described in Section 5.1(c), in form reasonably satisfactory to the Administrative Agent, with appropriate insertions and attachments, and (iv) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions addressing such matters as the Administrative Agent may reasonably specify, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, any Subsidiary created for the purpose of consummating an acquisition and that the Borrower plans to merge out of existence in connection with such acquisition shall not be required to comply with the foregoing clause (b) provided that such Subsidiary is actually merged out of existence in connection with such acquisition. (c) With respect to any new First Tier Foreign Subsidiary or any First Tier Foreign Subsidiary Holding Company, as applicable, created or acquired after the Closing Date by any Loan Party, promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent reasonably deems necessary or advisable to grant to the Administrative Agent, for the ratable benefit of the Secured Parties, a perfected first priority security interest and Lien in the Capital Stock of such new First Tier Foreign Subsidiary or First Tier Foreign Subsidiary Holding Company, as applicable, that is owned by any such Loan Party (provided that in no event shall more than 66% 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), (ii) deliver to the Administrative Agent the certificates representing such Capital Stock (if certificated), together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and take such other action (including, as applicable, the delivery of any Foreign Pledge Documents reasonably requested by the Administrative Agent for any Foreign Subsidiaries that contribute more than $1,500,000 in revenue) as may be necessary or, in the reasonable opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein, and (iii) if reasonably requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. (d) Each Loan Party shall use commercially reasonable efforts to obtain a landlord’s agreement or bailee letter, as applicable, from the lessor of its headquarters location and from the lessor of or the bailee related to any other location where in excess of $1,500,000 of Collateral is stored or located, in each case, if requested by the Administrative Agent, which agreement or letter, in any such case, shall contain a waiver or subordination of all Liens or claims that the landlord or bailee may assert against the Collateral at that location, and shall otherwise be reasonably satisfactory in form and substance to the Administrative Agent. Each Loan Party shall pay and perform its material obligations under all leases and other agreements with respect to each leased location or public warehouse where any Collateral is or may be located. (e) Not later than 120 days (or such longer period as the Administrative Agent may agree in writing in its discretion) after (i) any Material Real Property is acquired by a Loan Party after the Closing Date or (ii) an entity becomes a Loan Party if such entity owns Material Real Property at the time it becomes a Loan Party, cause such Material Real Property to be subject to a Lien and Mortgage in favor of the Administrative Agent for the benefit of the Secured Parties and take, or cause the relevant Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect or record such Lien, in each case to the extent required by, and subject to the limitations and exceptions of, the Loan Documents and to otherwise comply with the requirements of the Loan Documents. Notwithstanding anything to the contrary contained in this Section 6.11(e), prior to the execution of any Mortgage for any such Material Real Property, (x) the Borrower shall deliver to the Administrative Agent advance notice of the address of any such Material Real Property and (y) the Administrative Agent shall provide the Lenders with at least 30 days’ prior written notice of the address of such Material Real Property (it being understood that the Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into the accuracy of any such address, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to provide any such notice). 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 Closing Date until the date that occurs thirty (30) days after the Administrative Agent has delivered to the Lenders (which may be delivered electronically) the following documents in respect of such real property: (i) a completed flood hazard determination from a third party vendor; (ii) if such real property is located in a “special flood hazard area”, (A) a notification to the Borrower (or applicable Loan Party) of that fact and (if applicable) notification to the Borrower that flood insurance coverage is not available and (B) evidence of the receipt by the Borrower of such notice; and (iii) if such notice is required to be provided to the Borrower and flood insurance is available in the community in which such real property is located, evidence of required flood insurance.

Additional Collateral, etc. With respect to any new Subsidiary (other than a Foreign Subsidiary) created or acquired If, after the Closing Date (whichdate hereof, for purposes any Material Subsidiary of this paragraph, shall include any existing Subsidiary that ceases to be a Foreign Subsidiary, a Management Subsidiary, an Inactive Subsidiary or an Excluded Pledge Subsidiary) by the Borrower shall be formed, acquired or any of its Subsidiariescapitalized, promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Pledge Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Partiesas applicable, (A) a perfected first priority security interest in stock certificate or certificates evidencing all of the Capital Stock issued and outstanding shares of capital stock of such new Subsidiary that is owned held by Borrower or its Subsidiary, together with undated stock powers covering each such certificate, duly executed in blank by the Borrower or any of its Subsidiariesthe Subsidiary that directly owns such capital stock, (B) a supplement to the extent not otherwise prohibited pursuant to any Contractual Obligation, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, if any, together with, if applicable, undated stock powers, in blankGuarantee and Collateral Agreement, executed and delivered by a duly authorized officer of the Borrower or and such Subsidiary, pursuant to which the capital stock of any such Subsidiary acquired or created is pledged thereunder on the same terms as the case may be, and (iii) cause such new Subsidiary (A) (other than an Excluded Guarantee Subsidiary) to become guarantor those provided in respect of pledges under the Guarantee and Pledge Collateral Agreement on the Closing Date and (B) pursuant to take which any such actions reasonably necessary or advisable Subsidiary becomes a Subsidiary Guarantor thereunder on the same terms as those provided in respect of pledges under the Guarantee and Collateral Agreement on the Closing Date, pursuant to grant documentation satisfactory 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 Pledge Agreement Agent, (C) legal opinions with respect to the pledge of stock from the General Counsel of the Borrower and/or such new Subsidiary (other than the Capital Stock of any Excluded Pledge Subsidiary), including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions counsel as may be required by the Guarantee and Pledge Agreement or by applicable law or as may be are reasonably requested by satisfactory to the Administrative Agent, PROVIDED that the scope of such opinions shall be no broader than the scope of the opinions of such counsel delivered on the Closing Date, and (D) such other certificates, resolutions and documents as the Administrative Agent may reasonably request; PROVIDED that if such Subsidiary is a Subsidiary more than 65% of the assets of which are securities of foreign companies (such determination to be made on the basis of fair market value) or such Subsidiary is a Foreign Subsidiary, only 65% of the stock of such Subsidiary shall be required to be pledged pursuant to this subsection; PROVIDED, FURTHER, that no such Subsidiary shall be required to become a Guarantor if it is a Foreign Subsidiary; and PROVIDED, FURTHER, that no such capital stock shall be required to be pledged pursuant hereto during any Positive Security Period. In addition, the Borrower shall from time to time promptly take all necessary actions in the foregoing clauses (A) through (D) with respect to Subsidiaries in order to comply with the definition of "Material Subsidiary."

Additional Collateral, etc. (a) With respect to any property acquired after the Closing Date by the Borrower or any Subsidiary Guarantor as to which the Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien (except as expressly set forth in the applicable Security Document), promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent reasonably deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a security interest in such property and (ii) take all actions reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a (except as expressly set forth in the applicable Security Document) 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 reasonably requested by the Administrative Agent. (b) With respect to any fee interest in any real property having a value of at least $3,000,000 acquired after the Closing Date by the Borrower or any Subsidiary Guarantor promptly (i) execute, acknowledge and deliver a Mortgage in favor of the Administrative Agent, for the benefit of the Lenders, 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, (ii) if requested by the Administrative 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 as well as a current ALTA survey thereof, together with a surveyor’s certificate and (y) any consents or estoppels reasonably deemed necessary or advisable by the Administrative Agent in connection with such Mortgage, each of the foregoing in form and substance reasonably satisfactory to the Administrative Agent and (iii) if reasonably requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. (c) With respect to any new Subsidiary (other than a Foreign Subsidiary) created or acquired after the Closing Date by any Group Member (which, for the purposes of this paragraphparagraph (c), shall include any existing Subsidiary that ceases to be a Foreign Subsidiary, a Management Subsidiary, an Inactive Subsidiary or an Excluded Pledge Immaterial Subsidiary) by the Borrower or any of its Subsidiaries), promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Pledge Collateral Agreement as the Administrative Agent reasonably deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by any Group Member, (ii) deliver to the Administrative Agent the certificates, if any, representing such Capital Stock, together with undated stock powers or equivalents, in blank, executed and delivered by a duly authorized officer of the relevant Group Member, (iii) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, (B) to take such actions reasonably necessary or reasonably advisable to grant to the Administrative Agent for the benefit of the Lenders a (to the extent provided in the Guarantee and Collateral Agreement) perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent and (C) to deliver to the Administrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit C, with appropriate insertions and attachments, and (iv) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. (d) The Borrower will not issue or sell any of its Capital Stock (i) to any Person other than Holdings, (ii) unless such Capital Stock is issued subject to the security interest granted by the Guarantee and Collateral Agreement or (iii) in any form except as a certificated security delivered at or substantially concurrent with issuance to the Administrative Agent and pledged pursuant to the Guarantee and Collateral Agreement. (e) With respect to any new Foreign Subsidiary created or acquired after the Closing Date by any Group Member (other than by any Group Member that is a Foreign Subsidiary), promptly (i) execute and deliver to the Administrative Agent such amendments or supplements to the Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured PartiesLenders, a (except as expressly set forth in the Guarantee and Collateral Agreement) perfected first priority security interest in all of the Capital Stock of such new Subsidiary that is owned by any such Group Member (provided that in no event shall more than 65% of the Borrower or total outstanding voting Capital Stock of any of its Subsidiaries, such new Subsidiary be required to the extent not otherwise prohibited pursuant to any Contractual Obligationbe so pledged), (ii) deliver to the Administrative Agent the certificates certificates, if any, representing such Capital Stock, if any, together with, if applicable, with undated stock powerspowers or equivalents, in blank, executed and delivered by a duly authorized officer of the Borrower or such Subsidiaryrelevant Group Member, as the case may be, and (iii) cause such new Subsidiary (A) (other than an Excluded Guarantee Subsidiary) to become guarantor under the Guarantee and Pledge Agreement and (B) to take such actions reasonably 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 Pledge Agreement with respect to such new Subsidiary (other than the Capital Stock of any Excluded Pledge Subsidiary), including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Pledge Agreement or by applicable law or action as may be reasonably necessary or, in the reasonable opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein, and (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.