Common use of Additional Collateral, etc Clause in Contracts

Additional Collateral, etc. (a) With respect to any Property acquired after the Closing Date by the Borrower or any of its Subsidiaries (other than (v) any real property (or interest therein), (w) any Intellectual Property to the extent creation of a security interest therein would be contractually prohibited (other than to the extent that any such prohibition would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code of any relevant jurisdiction or any other applicable law or principles of equity), (x) any Property described in paragraph (b) of this Section, (y) any Property subject to a Lien expressly permitted by Section 6.3(g) and (z) Property acquired by a Foreign Subsidiary) as to which the Collateral Agent, for the benefit of the Secured Parties, does not have a perfected Lien, promptly (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent or the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a security interest in such Property and (ii) take all actions necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in such Property (subject to Liens permitted by Section 6.3), including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent or the Collateral Agent. (b) With respect to any new Subsidiary of the Borrower (other than a Foreign Subsidiary or a Foreign Subsidiary Holding Company) 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 or a Foreign Subsidiary Holding Company), by the Borrower or any of its Subsidiaries, promptly (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent or the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by the Borrower or any of its Subsidiaries, (ii) deliver to the Collateral Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Subsidiary, as the case may be, (iii) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement and (B) to take such actions reasonably necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary (subject to Liens and other matters permitted by Section 6.3 and excluding real property and any interests therein, and Intellectual Property to the extent creation of a security interest therein would be contractually prohibited), including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent or the Collateral Agent, and (iv) if reasonably requested by the Administrative Agent or the Collateral Agent, deliver to the Administrative Agent and the Collateral Agent legal opinions covering matters consistent with those covered by the opinions delivered by Dechert LLP or the applicable local counsel, as the case may be, on the Closing Date relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent and the Collateral Agent. (c) With respect to any new Foreign Subsidiary and Foreign Subsidiary Holding Company created or acquired after the Closing Date by the Borrower or any of its Domestic Subsidiaries, promptly (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent or the Collateral Agent deems necessary or advisable in order to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is directly owned by the Borrower or any of its Domestic Subsidiaries (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Foreign Subsidiary or Foreign Subsidiary Holding Company be required to be so pledged (it being understood and agreed that 100% of the total non-voting Capital Stock of any such Subsidiary shall be required to be pledged)), (ii) deliver to the Collateral Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Subsidiary, as the case may be, and take such other action as may be necessary or, in the opinion of the Administrative Agent or the Collateral Agent, desirable to perfect the Lien of the Collateral Agent thereon, and (iii) if requested by the Administrative Agent or the Collateral Agent, deliver to the Administrative Agent and the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent and the Collateral Agent. (d) Notwithstanding the foregoing, the requirements of this Section 5.9 shall not apply to, and the Collateral shall exclude, those assets as to which the Collateral Agent reasonably determines that the costs (time, expense or otherwise) of obtaining a security interest in or Lien upon such assets are excessive in relation to the benefits to the Secured Parties of the security afforded thereby.

Additional Collateral, etc. (a) With respect to If any Property acquired after the Closing Date by the Borrower or any of its Subsidiaries (other than (v) any real property (or interest therein), (w) any Intellectual Property to the extent creation of a security interest therein would be contractually prohibited (other than to the extent that any such prohibition would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code of any relevant jurisdiction or any other applicable law or principles of equity), (x) any Property described in paragraph (b) of this Section, (y) any Property subject to a Lien expressly permitted by Section 6.3(g) and (z) Property acquired by a Foreign Subsidiary) as to which the Collateral Agent, for the benefit of the Secured Parties, does not have a perfected Lien, promptly (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent or the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a security interest in such Property and (ii) take all actions necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in such Property (subject to Liens permitted by Section 6.3), including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent or the Collateral Agent. (b) With respect to any new additional Restricted Subsidiary of the Borrower (other than a Foreign Subsidiary or a Foreign Subsidiary Holding Company) created is formed or acquired after the Closing Date (which, for the purposes of this paragraph, shall include including any existing Unrestricted Subsidiary that ceases to be is designated as a Foreign Subsidiary or a Foreign Subsidiary Holding CompanyRestricted Subsidiary), by unless such Subsidiary is an Excluded Subsidiary, the Borrower Borrowers will, on or any prior to the 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 and the Collateral 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 Collateral Agreement as the Administrative Agent or the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by the Borrower or any of its Subsidiaries, (iigood faith) deliver to the Collateral Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Subsidiary, as the case may be, (iii) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement and (B) to take such actions reasonably necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary (subject to Liens and other matters permitted by Section 6.3 and excluding real property and any interests therein, and Intellectual Property to the extent creation of a security interest therein would be contractually prohibited), including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent or the Collateral Agent, and (iv3) if reasonably requested by the Administrative Agent or the Collateral Agent, deliver to the Administrative Agent and the Collateral Agent legal opinions covering matters consistent with those covered by the opinions delivered by Dechert LLP or the applicable local counsel, as the case may be, on the Closing Date relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent and the Collateral Agent. (c) With respect to any new Foreign Subsidiary and Foreign Subsidiary Holding Company created or acquired after the Closing Date by the Borrower or any of its Domestic Subsidiaries, promptly (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent or the Collateral Agent deems necessary or advisable in order to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is directly owned by the Borrower or any of its Domestic Subsidiaries (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Foreign Subsidiary or Foreign Subsidiary Holding Company be required to be so pledged (it being understood and agreed that 100% of the total non-voting Capital Stock of any such Subsidiary shall be required to be pledged)), (ii) deliver to the Collateral Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Subsidiary, as the case may be, and take such other action as may be necessary or, in the opinion of the Administrative Agent or the Collateral Agent, desirable to perfect the Lien of the Collateral Agent thereon, and (iii) if requested by the Administrative Agent or the Collateral Agent, deliver to the Administrative Agent and the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, substance reasonably satisfactory to the Administrative Agent and the Collateral Agent. (db) [Reserved]. (c) Notwithstanding anything to the foregoingcontrary 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 requirements 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 this Section 5.9 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 not apply toCollateral 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 excludebe required to be taken, those assets as to which nor shall the Administrative Agent or the Collateral Agent reasonably determines that 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 costs (time, expense laws of a jurisdiction other than an Applicable Security Jurisdiction) or otherwise) of obtaining a to perfect or make enforceable any security interest interests in or Lien upon any such assets are excessive in relation to (it being understood that there shall be no security agreements or pledge agreements governed under the benefits to laws of any jurisdiction other than an Applicable Security Jurisdiction and all guarantee agreements shall be governed under the Secured Parties laws of the security afforded therebyState 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. (a) With respect Concurrently with or prior to any Property acquired delivery of a Compliance Certificate pursuant to Section 5.02(b) in respect of the first full fiscal quarter of the Company ending after the Closing Date by acquisition of any Property, the Borrower or any Company will, and will cause each of its Subsidiaries (other than (vany Receivables Entity and any Excluded Acquired Subsidiary and any Excluded Non-Wholly Owned Subsidiary and any Captive Insurance Subsidiary) to, during a Collateral Period, with respect to any real property (or interest therein), (w) Property of any Intellectual Property to the extent creation of a security interest therein would be contractually prohibited Loan Party (other than to the extent that (x) any such prohibition would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code of any relevant jurisdiction or any other applicable law or principles of equity)Excluded Property, (xy) any Property described in paragraph paragraphs (b) or (c) of this Section, and (yz) any Property subject to a Lien expressly permitted by Section 6.3(g) and (z) Property acquired by a Foreign Subsidiary6.02(g)) as to which the Collateral Administrative Agent, for the benefit of the Secured Parties, does not have a perfected Lien, promptly (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent or the Collateral Agent deems necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the Secured Parties, a security interest in such Property and (ii) take all actions necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in such Property (subject to Liens permitted by Section 6.3)Property, including without limitation, the filing of Uniform Commercial Code UCC and PPSA financing statements (or similar filings), as applicable, in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent or the Collateral Agent. (b) With respect to any new Subsidiary of the Borrower (other than a Foreign Subsidiary or a Foreign Subsidiary Holding Company) 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 or a Foreign Subsidiary Holding Company), by the Borrower or any of its Subsidiaries, promptly (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent or the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by the Borrower or any of its Subsidiaries, (ii) deliver to the Collateral Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Subsidiary, as the case may be, (iii) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement and (B) to take such actions reasonably necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary (subject to Liens and other matters permitted by Section 6.3 and excluding real property and any interests therein, and Intellectual Property to the extent creation of a security interest therein would be contractually prohibited), including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent or the Collateral Agent, and (iv) if reasonably requested by the Administrative Agent or the Collateral Agent, deliver to the Administrative Agent and the Collateral Agent legal opinions covering matters consistent with those covered by the opinions delivered by Dechert LLP or the applicable local counsel, as the case may be, on the Closing Date relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent and the Collateral Agent. (c) With respect to any new Foreign Subsidiary and Foreign Subsidiary Holding Company created or acquired after the Closing Date by the Borrower or any of its Domestic Subsidiaries, promptly (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent or the Collateral Agent deems necessary or advisable in order to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is directly owned by the Borrower or any of its Domestic Subsidiaries (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Foreign Subsidiary or Foreign Subsidiary Holding Company be required to be so pledged (it being understood and agreed that 100% of the total non-voting Capital Stock of any such Subsidiary shall be required to be pledged)), (ii) deliver to the Collateral Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Subsidiary, as the case may be, and take such other action as may be necessary or, in the opinion of the Administrative Agent or the Collateral Agent, desirable to perfect the Lien of the Collateral Agent thereon, and (iii) if requested by the Administrative Agent or the Collateral Agent, deliver to the Administrative Agent and the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent and the Collateral Agent. (d) Notwithstanding the foregoing, the requirements of this Section 5.9 shall not apply to, and the Collateral shall exclude, those assets as to which the Collateral Agent reasonably determines that the costs (time, expense or otherwise) of obtaining a security interest in or Lien upon such assets are excessive in relation to the benefits to the Secured Parties of the security afforded thereby.

Additional Collateral, etc. (a) With respect to any Property acquired after the Closing Date by the Borrower or any of its Subsidiaries (other than (v) any real property (or interest therein), (w) any Intellectual Property to the extent creation of a security interest therein would be contractually prohibited (other than to the extent that any such prohibition would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code of any relevant jurisdiction or any other applicable law or principles of equity)prohibited, (x) any Property described in paragraph (b) of this Section, (y) any Property subject to a Lien expressly permitted by Section 6.3(g) and (z) Property acquired by a Foreign Subsidiary) as to which the Collateral Administrative Agent, for the benefit of the Secured PartiesLenders, does not have a perfected Lien, promptly (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent or the Collateral Agent deems necessary or advisable to grant to the Collateral 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 Collateral Administrative Agent, for the benefit of the Secured PartiesLenders, a perfected first priority security interest in such Property (subject to Liens permitted by Section 6.3), including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent or the Collateral Agent. (b) With respect to any new Subsidiary of the Borrower (other than a Foreign Subsidiary or a Foreign Subsidiary Holding CompanySubsidiary) 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 or a Foreign Subsidiary Holding CompanySubsidiary), by the Borrower or any of its Subsidiaries, promptly (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent or the Collateral Agent deems necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the Secured PartiesLenders, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by the Borrower or any of its Subsidiaries, (ii) deliver to the Collateral Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Subsidiary, as the case may be, (iii) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement and (B) to take such actions reasonably necessary or advisable to grant to the Collateral Agent, Administrative Agent for the benefit of the Secured Parties, Lenders a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary (subject to Liens and other matters permitted by Section 6.3 and excluding real property and any interests therein, and Intellectual Property to the extent creation of a security interest therein would be contractually prohibited), including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent or the Collateral Agent, and (iv) if reasonably requested by the Administrative Agent or the Collateral Agent, deliver to the Administrative Agent and the Collateral Agent legal opinions covering matters consistent with those covered by the opinions delivered by Dechert LLP or the applicable local counsel, as the case may be, on the Closing Date relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent and the Collateral Agent. (c) With respect to any new Foreign Subsidiary and Foreign Subsidiary Holding Company created or acquired after the Closing Date by the Borrower or any of its Domestic Subsidiaries, promptly (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent or the Collateral Agent deems necessary or advisable in order to grant to the Collateral Administrative Agent, for the benefit of the Secured PartiesLenders, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is directly owned by the Borrower or any of its Domestic Subsidiaries (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Subsidiary which is an Excluded Foreign Subsidiary or Foreign Subsidiary Holding Company be required to be so pledged (it being understood and agreed that 100% of the total non-voting Capital Stock of any such Subsidiary shall be required to be pledged)), (ii) deliver to the Collateral 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 or the Collateral Agent, desirable to perfect the Lien of the Collateral Administrative Agent thereon, and (iii) if requested by the Administrative Agent or the Collateral Agent, deliver to the Administrative Agent and the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent and the Collateral Agent. (d) Notwithstanding the foregoing, the requirements of this Section 5.9 shall not apply to, and the Collateral shall exclude, those assets as to which the Collateral Agent reasonably determines that the costs (time, expense or otherwise) of obtaining a security interest in or Lien upon such assets are excessive in relation to the benefits to the Secured Parties of the security afforded thereby.

Additional Collateral, etc. (a) With respect to any Property acquired after the Closing Date by the Borrower Company or any of its Subsidiaries Subsidiary Guarantor (other than (v) any real property (or interest therein), (w) any Intellectual Property to the extent creation of a security interest therein would be contractually prohibited (other than to the extent that any such prohibition would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 in real property or 9-409 of the Uniform Commercial Code of any relevant jurisdiction or any other applicable law or principles of equity), (x) any Property described in paragraph (b) of this SectionSection 6.08, (yx) any Property subject to a Lien expressly permitted by Section 6.3(g7.03(g) and or (zy) Property acquired by a Foreign an Excluded Subsidiary) as to which the Collateral Agent, for the benefit of the Secured Parties, does not have a perfected Lien, promptly (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement or and such other documents (including intellectual property security agreements) as the Administrative Agent or the Collateral Agent reasonably deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a security interest in such Property (to the extent such Property is of a type that would constitute Collateral as described in the Guarantee and Collateral Agreement) and (ii) take all actions reasonably necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest (subject, except in such Property (subject the case of the pledge of Capital Stock of any Subsidiary, to Liens permitted by Section 6.37.03) in such Property (to the extent required by the Guarantee and Collateral Agreement), including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions and/or intellectual property security agreements as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent or the Collateral Agent. (b) With respect to any fee simple interest in any real property having a value (together with improvements thereof) of at least $5,000,000 acquired after the Closing Date by the Company or any Subsidiary Guarantor (or owned by any Person that becomes a Subsidiary Guarantor), the Company shall notify the Collateral Agent and the Co-Collateral Agent promptly after the Borrower obtains knowledge thereof, to permit the Collateral Agent and the Co-Collateral Agent to comply with the Flood Insurance Laws, and within 90 days following the date of such acquisition of such real property or the date on which such Person becomes a Subsidiary Guarantor (or such longer period as the Collateral Agent and the Co-Collateral Agent shall reasonably agree or as may be reasonably required to permit completion of flood insurance diligence by the Collateral Agent and the Co-Collateral Agent), (i) execute and deliver a Mortgage in favor of the Collateral Agent, for the benefit of the Secured Parties, covering such real property, (ii) if requested by the Collateral Agent, deliver to the Collateral Agent (A) a lender’s title insurance policy, in form and substance reasonably acceptable to the Collateral Agent, insuring such Mortgage as a first lien on such Mortgaged Property (subject only to Liens permitted by Section 7.03), (B) an American Land Title Association/American Congress of Surveying and Mapping (ALTA/ACSM) form of survey by a duly registered and licensed land surveyor for which all necessary fees have been paid dated a date reasonably acceptable to the Collateral Agent, certified to the Collateral Agent and the title company in a manner reasonably satisfactory to the Collateral Agent, (C) to the extent required by Financial Institutions Reform, Recovery, and Enforcement Act of 1989, Pub.L. 101-73, 000 Xxxx. 000, enacted August 9, 1989, or any other applicable law, an appraisal, and (D) an opinion of local counsel reasonably satisfactory to the Collateral Agent. No later than 30 days (or such later date as the Collateral Agent or Co-Collateral Agent shall reasonably agree) prior to the date on which a Mortgage is executed and delivered pursuant to this Section 6.08(b), in order to comply with the Flood Laws, the Collateral Agent and the Co-Collateral Agent shall have received the following documents (collectively, the “Flood Documents”), in form and substance reasonably satisfactory thereto: (1) a completed standard “life of loan” flood hazard determination form (a “Flood Determination Form”), (2) if the improvement(s) to the applicable improved real property is located in a special flood hazard area, a notification to the Company (“Company Notice”) and (if applicable) notification to the Company that flood insurance coverage under the National Flood Insurance Program (“NFIP”) is not available because the community does not participate in the NFIP, (3) documentation evidencing the Company’s receipt of the Company Notice (e.g., countersigned Company Notice, return receipt of certified U.S. Mail, or overnight delivery), and (4) if the Company Notice is required to be given and flood insurance is available in the community in which the property is located, evidence of flood insurance reasonably satisfactory to the Collateral Agent and the Co-Collateral Agent (any of the foregoing being “Evidence of Flood Insurance”). Notwithstanding anything to the contrary contained herein, if either the Collateral Agent or the Co-Collateral Agent are unable or fail to complete flood insurance diligence to its reasonable satisfaction so as to permit the Company or any Subsidiary Guarantor to deliver a Mortgage as required by this Section 6.08(b), then so long as the Company or such Subsidiary Guarantor otherwise has complied with this Section 6.08(b), the Company or such Subsidiary Guarantor shall have no obligation hereunder to deliver such Mortgage (and no Event of Default shall be deemed to arise from the Company’s or such Subsidiary Guarantor’s failure to deliver such Mortgage) unless and until both the Collateral Agent and the Co-Collateral Agent completes such flood insurance diligence to their reasonable satisfaction (after which the Company or such Subsidiary Guarantor shall have a period of 30 additional days following written notification thereof to execute and deliver such Mortgage). If at any time while this Agreement is in effect Bank of America, N.A. ceases to be a Lender, then there shall no longer be a Co-Collateral Agent hereunder, and all consent or approval rights of Co-Collateral Agent contained in this Agreement (including, without limitation, in Section 6.05 and this Section 6.08(b)) shall be deemed to be satisfied by the consent or approval of the Collateral Agent; provided, however, that at any time thereafter, the Required Lenders may elect to designate and appoint a successor Co-Collateral Agent, which successor Co-Collateral Agent shall be (i) a Lender, (ii) a bank with an office in New York, New York, or an Affiliate of any such bank, and (iii) reasonably satisfactory to the Company, in which event such successor Co-Collateral Agent shall become vested with all the rights, powers, privileges and duties of the Co-Collateral Agent hereunder. (c) With respect to any new Subsidiary of the Borrower (other than a Foreign Subsidiary or a Foreign Subsidiary Holding Companyan 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 or a Foreign Subsidiary Holding Companyan Excluded Subsidiary), by the Borrower Company or any of its SubsidiariesRestricted Subsidiaries (other than by an Excluded Subsidiary), promptly within 45 days following the date of such creation or acquisition (or such longer period as the Collateral Agent shall reasonably agree), (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent or the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by the Borrower Company or any Subsidiary Guarantor (to the extent such Capital Stock is of its Subsidiariesa type that would constitute Collateral as described in the Guarantee and Collateral Agreement), (ii) deliver to the Collateral Agent the certificates representing such Capital StockStock (to the extent such Capital Stock is of a type that would constitute Collateral as described in the Guarantee and Collateral Agreement), together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower Company or such SubsidiarySubsidiary Guarantor, as the case may be, be and (iii) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement and (B) to take such actions reasonably necessary or advisable to grant to the Collateral Agent, Agent for the benefit of the Secured Parties, Parties a perfected first priority security interest (subject, except in the case of the pledge of any Capital Stock of any Subsidiary, to Liens permitted by Section 7.03) in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary (subject to Liens and other matters permitted by Section 6.3 and excluding real property and any interests therein, and Intellectual Property to the extent creation of a security interest therein would be contractually prohibited)required by the Guarantee and Collateral Agreement, including, without limitation, the filing of Uniform Commercial Code financing statements and intellectual property security agreements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent or the Collateral Agent, and (iv) if reasonably requested by the Administrative Agent or the Collateral Agent, deliver to the Administrative Agent and the Collateral Agent legal opinions covering matters consistent with those covered by the opinions delivered by Dechert LLP or the applicable local counsel, as the case may be, on the Closing Date relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent and the Collateral Agent. (c) With respect to any new Foreign Subsidiary and Foreign Subsidiary Holding Company created or acquired after the Closing Date by the Borrower or any of its Domestic Subsidiariesother than an Immaterial Subsidiary, promptly (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent or the Collateral Agent deems necessary or advisable in order to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is directly owned by the Borrower or any of its Domestic Subsidiaries (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Foreign Subsidiary or Foreign Subsidiary Holding Company be required to be so pledged (it being understood and agreed that 100% of the total non-voting Capital Stock of any such Subsidiary shall be required to be pledged)), (ii) deliver to the Collateral Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Subsidiary, as the case may be, and take such other action as may be necessary or, in the opinion of the Administrative Agent or the Collateral Agent, desirable to perfect the Lien of the Collateral Agent thereon, and (iii) if requested by the Administrative Agent or the Collateral Agent, deliver to the Administrative Agent and the Collateral Agent customary legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent and the Collateral Agent. (d) Notwithstanding The Co-Collateral Agent shall not have any duties or obligations except those expressly set forth in Section 6.05 and Section 6.08. Without limiting the generality of the foregoing, the requirements of this Section 5.9 shall not apply to, and the Collateral shall exclude, those assets as to which the Co-Collateral Agent reasonably determines that the costs (timeis not subject to any fiduciary or other implied duties, expense nor has any duty or otherwise) of obtaining obligation to any Lender or participant or any other Person as a security interest in or Lien upon such assets are excessive in relation to the benefits to the Secured Parties result of the security afforded therebyCo-Collateral Agent’s rights under Section 6.05 and Section 6.08.

Additional Collateral, etc. (a) With respect to any Property property acquired after the Closing Date by the Borrower or any of its Subsidiaries Loan Party (other than (v) any real property (or interest therein), (w) any Intellectual Property to the extent creation of a security interest therein would be contractually prohibited (other than to the extent that any such prohibition would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code of any relevant jurisdiction or any other applicable law or principles of equity), (x) any Property described in paragraph (b) of this Section, (y) any Property subject to a Lien expressly permitted by Section 6.3(g) and (z) Property acquired by a Foreign Subsidiary6.2(f)) as to which the Collateral Agent, for the benefit of the Secured Parties, Lenders does not have a perfected Lien, promptly within thirty (30) days of such acquisition of property, (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Security Agreement or Mortgages and such other documents as the Administrative Agent or the Collateral Agent deems are necessary or advisable or required by applicable law to grant to the Collateral Agent, for the benefit of the Secured PartiesLenders, a security interest in such Property property and (ii) take all actions necessary or advisable or required by applicable law to grant to the Collateral Agent, for the benefit of the Secured PartiesLenders, a perfected first priority security interest in such Property (subject to Liens permitted by Section 6.3)property, including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Security Agreement or by law or as may be requested by the Administrative Agent or the Collateral AgentRequired Lenders. (b) With respect to any new Subsidiary of After-Acquired Property, in addition to the Borrower requirements in paragraph (other than a Foreign Subsidiary or a Foreign Subsidiary Holding Companya) 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 or a Foreign Subsidiary Holding Company), by the Borrower or any of its Subsidiariesabove, promptly (i) execute deliver an amended and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent or the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit restated version of the Secured Parties, Schedule 1.1B which shall include a perfected first priority security interest in the Capital Stock legal description of such new Subsidiary that is owned by the Borrower or any of its SubsidiariesAfter-Acquired Property, (ii) deliver to the Collateral Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer satisfy all of the Borrower or such Subsidiary, as the case may be, (iiirequirements of Section 4.1(g)(ii) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement and (B) to take such actions reasonably necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary After-Acquired Property (subject to Liens and other matters permitted by Section 6.3 and excluding real property and any interests therein, and Intellectual Property except to the extent creation of a security interest therein would be contractually prohibited), including, without limitation, such After-Acquired Property relates to 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 Northern Pipeline or the Collateral Agent, and (iv) if reasonably requested by the Administrative Agent or the Collateral Agent, deliver to the Administrative Agent and the Collateral Agent legal opinions covering matters consistent with those covered by the opinions delivered by Dechert LLP or the applicable local counsel, as the case may be, on the Closing Date relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent and the Collateral Agent. (c) With respect to any new Foreign Subsidiary and Foreign Subsidiary Holding Company created or acquired after the Closing Date by the Borrower or any of its Domestic Subsidiaries, promptly (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent or the Collateral Agent deems necessary or advisable in order to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is directly owned by the Borrower or any of its Domestic Subsidiaries (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Foreign Subsidiary or Foreign Subsidiary Holding Company be required to be so pledged (it being understood and agreed that 100% of the total non-voting Capital Stock of any such Subsidiary shall be required to be pledgedSouthern Pipeline)), (ii) deliver to the Collateral Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Subsidiary, as the case may be, and take such other action as may be necessary or, in the opinion of the Administrative Agent or the Collateral Agent, desirable to perfect the Lien of the Collateral Agent thereon, and (iii) if requested unless directed otherwise by the Administrative Agent or the Collateral Agent, deliver a current (completed within one hundred eighty (180) days prior to the Administrative Agent and the Collateral Agent legal opinions relating acquisition thereof) Phase I environmental site assessment with respect to the matters described above, which opinions shall be such After Acquired Property in form and substance, and from counsel, substance reasonably satisfactory acceptable to the Administrative Agent and Agent; provided, however, that the Collateral Agent. (d) Loan Parties are not required to deliver such assessment except to the extent such Loan Party, itself, receives an assessment in connection with such acquisition. Notwithstanding anything to the foregoingcontrary contained herein or in the UCC, the requirements of this Section 5.9 Agent shall not apply 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, and the Collateral shall excludeor contemplated by, those assets as any Loan Document, (ii) take any necessary steps to which the Collateral Agent reasonably determines that the costs preserve rights against any parties with respect to any Collateral, or (time, expense or otherwiseiii) of obtaining a security interest take any action to protect against any diminution in or Lien upon such assets are excessive in relation to the benefits to the Secured Parties value of the security afforded therebyCollateral.

Additional Collateral, etc. (a) With respect to any personal Property acquired after the Closing Restatement Effective Date by the Borrower Holdings or any of its Restricted Subsidiaries (constituting any Additional Regal-Holdings Notes, any other than (v) any real property (or interest therein), (w) any Intellectual Property possessory collateral required to be delivered to the extent creation of a security interest therein would be contractually prohibited (other than to the extent that any such prohibition would be rendered ineffective Administrative Agent pursuant to Sections 9-406any other Section of this Agreement, 9-407, 9-408 or 9-409 of the Uniform Commercial Code of any relevant jurisdiction collateral accounts required to be created under this Agreement or any other applicable law or principles of equity)Loan Document and any Property provided as replacement Collateral under Section 7.5, (but specifically excluding (x) any Property Collateral described in paragraph paragraphs (b), (c) or (d) of this SectionSection 6.10, (y) any Property Collateral subject to a Lien expressly permitted by Section 6.3(gSections 7.3(f) and (g) (but only for so long as so subject) and (z) Property Collateral acquired by a an Excluded Foreign Subsidiary) as to which the Collateral Administrative Agent, for the benefit of the Secured Parties, does not have a perfected Liensecurity interest, promptly (and, in any event, within 30 days following the date of such acquisition (or, in the case of replacement Collateral contemplated by Section 7.5, within the time period set forth therein)): (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent or the Collateral Agent deems necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the Secured Parties, a security interest in such Property Collateral and (ii) take all actions necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in such Property (subject to Liens permitted by Section 6.3)Collateral, including including, without limitation, the filing of Uniform Commercial Code UCC financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent or the Collateral Agent. (b) With respect to any new Subsidiary fee interest in any Real Estate acquired by Holdings or any of the Borrower its Restricted Subsidiaries having a value (together with improvements thereof) of at least $1,000,000 (other than with respect to any such Real Estate, (x) owned by an Excluded Foreign Subsidiary, (y) owned by a new Subsidiary subject to the requirements of Section 6.10(c), or (z) subject to a Lien expressly permitted by Sections 7.3(f) or 7.3(g) (but only for so long as so subject)), promptly (and, in any event, within 45 days following the date of such acquisition or such later date permitted by the Administrative Agent): (i) execute and deliver a first priority Mortgage (subject to Permitted Liens) in favor of the Administrative Agent, for the benefit of the Secured Parties, covering such real property, (ii) if requested by the Administrative Agent, provide the Secured Parties with (x) title and extended coverage insurance covering such real property complying with the provisions of Schedule 6.10(b), in an amount at least equal to the purchase price of such real property (or such other amount as shall be reasonably specified by the Administrative Agent) as well as a current ALTA survey in substantially the form of such surveys delivered in connection with the Original Credit Agreement, together with a surveyor's certificate, (y) any consents or estoppels reasonably deemed necessary or advisable by the Administrative Agent in connection with such Mortgage, each of the foregoing in form and substance reasonably satisfactory to the Administrative Agent and (z) Phase I environmental reports (and where appropriate based upon such Phase I environmental reports and at the request of the Administrative Agent, Phase II environmental reports) with respect to such real property, all in form and substance reasonably satisfactory to the Administrative Agent; and (iii) if requested by the Administrative Agent, deliver to the 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 an Excluded Foreign Subsidiary, any Unrestricted Subsidiary created or acquired pursuant to an Investment made in accordance with Sections 7.8(k) or (l), any Foreign Subsidiary or a Foreign Subsidiary Holding Companyof RCM in existence on the Restatement Effective Date and Next Generation Network, Inc.) created or acquired after the Closing Restatement Effective Date (which, for the purposes of this paragraphSection 6.10(c), shall include any existing Subsidiary that (i) ceases to be a an Excluded Foreign Subsidiary or (ii) ceases to be an Unrestricted Subsidiary and becomes a Foreign Subsidiary Holding CompanyRestricted Subsidiary), by either of the Borrower Borrowers or any of its their respective Restricted Subsidiaries, (A) promptly (and, in any event, within 30 days following such creation or the date of such acquisition) (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement Agreement, if any, as the Administrative Agent or the Collateral Agent deems necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by either of the Borrower Borrowers or any of its their respective Restricted Subsidiaries, (ii) deliver to the Collateral 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 such Borrower or such Restricted Subsidiary, as the case may be, be and (iii) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement and as a Guarantor (but not a Grantor (except with respect to the Capital Stock of its Restricted Subsidiaries)) thereunder, (B) promptly (and, in any event, within 45 days following the date of such acquisition or such later date as permitted by the Administrative Agent) (I) execute and deliver a first priority Mortgage (subject to take such actions reasonably necessary or advisable to grant to Permitted Liens) in favor of the Collateral Administrative Agent, for the benefit of the Secured Parties, covering any Real Property owned in fee by such Subsidiary having a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement value (together with respect to such new Subsidiary improvements thereof) of at least $1,000,000 (other than Real Estate subject to Liens and other matters a Lien expressly permitted by Section 6.3 and excluding real property and any interests thereinSections 7.3(f) or 7.3(g) (but only for so long as so subject)), and Intellectual Property to the extent creation of a security interest therein would be contractually prohibited), including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be (II) if requested by the Administrative Agent or the Collateral Agent, provide the Secured Parties with (x) title and extended coverage insurance covering such real property complying with the provisions of Schedule 6.10(b); and (ivC) if reasonably requested by the Administrative Agent or the Collateral Agent, deliver to the Administrative Agent and the Collateral Agent legal opinions covering matters consistent with those covered by the opinions delivered by Dechert LLP or the applicable local counsel, as the case may be, on the Closing Date relating to the matters described in clause (iii) above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent and the Collateral Agent. (cd) With respect to any new Excluded Foreign Subsidiary and Foreign Subsidiary Holding Company created or acquired after the Closing Restatement Effective Date by either of the Borrower Borrowers or any of its Domestic Subsidiariestheir respective Restricted Subsidiaries (other than any Foreign Subsidiary of RCM in existence on the Restatement Effective Date), promptly (and, in any event, within 30 days following such creation or the date of such acquisition): (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent or the Collateral Agent deems necessary or advisable in order to grant to the Collateral 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 directly owned by either of the Borrower Borrowers or any of its their respective Domestic Subsidiaries (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Foreign Subsidiary or Foreign Subsidiary Holding Company be required to be so pledged (it being understood and agreed that 100% of the total non-voting Capital Stock of any such Subsidiary shall be required to be pledged)), (ii) deliver to the Collateral 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 such Borrower or such Domestic Subsidiary, as the case may be, and take such other action as may be necessary or, in the opinion of the Administrative Agent or the Collateral Agent, desirable to perfect the Lien security interest of the Collateral Administrative Agent thereon, and (iii) if requested by the Administrative Agent or the Collateral Agent, deliver to the Administrative Agent and the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent and the Collateral Agent. (e) Notwithstanding anything to the contrary in this Section 6.10, paragraphs (a), (b), (c) and (d) Notwithstanding the foregoing, the requirements of this Section 5.9 6.10 shall not apply toto any Property, and new Subsidiary or new Excluded Foreign Subsidiary created or acquired after the Collateral shall excludeRestatement Effective Date, those assets as applicable, as to which the Collateral Administrative Agent reasonably determines has determined in its sole discretion that the costs (timecollateral value thereof is insufficient to justify the difficulty, time and/or expense or otherwise) of obtaining a perfected security interest in or Lien upon therein. (f) The Administrative Agent is hereby authorized by the Lenders to enter into such assets are excessive in relation amendments to the benefits Guarantee and Collateral Agreement as the Administrative Agent deems necessary to effectuate the Secured Parties provisions of this Section 6.10. (g) It is the intention of the security afforded therebyBorrowers and their Subsidiaries that the Obligations are secured by the Mortgages, the Guarantee and Collateral Agreement and the other Security Documents.

Additional Collateral, etc. (a) With respect to any Property property acquired after the Closing Date by any Group Member which is not a Non-Material Subsidiary, Specified Joint Venture or a not-for-profit corporation or similar entity that is prohibited from granting a Lien on its assets to secure the Borrower or any Obligations by a Requirement of its Subsidiaries Law (other than (v) any real property (or interest therein), (w) any Intellectual Property to the extent creation of a security interest therein would be contractually prohibited (other than to the extent that any such prohibition would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code of any relevant jurisdiction or any other applicable law or principles of equity), (x) any Property property described in paragraph (b), (c) of this Sectionor (d) below, (y) any Property fixed or capital assets subject to a Lien expressly permitted by securing Indebtedness incurred in accordance with Section 6.3(g) 7.2 to finance the acquisition of such fixed or capital assets, provided that such Liens were created substantially simultaneously with the acquisition of such fixed or capital assets and (z) Property property acquired by a any Excluded Foreign Subsidiary) as to which the Collateral Agent, for the benefit of the Secured Parties, does not have a perfected Lien, promptly (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent or the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a security interest in such Property property and (ii) take all actions necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in such Property (subject to Liens permitted by Section 6.3)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 or the Collateral Agent. (b) [Reserved]. (c) With respect to any new Subsidiary of the Borrower (other than an Excluded Foreign Subsidiary, a Foreign Non-Material Subsidiary or a Foreign Subsidiary Holding Companynot-for-profit corporation or similar entity that is prohibited from granting a Lien on its assets to secure the Obligations by a Requirement of Law) created or acquired after the Closing Date by any Loan Party (which, for the purposes of this paragraphparagraph (c), shall include any existing Subsidiary that ceases to be an Excluded Foreign Subsidiary, a Foreign Subsidiary Non-Material Subsidiary, a Specified Joint Venture or a Foreign Subsidiary Holding Companynot-for-profit corporation or similar entity that is prohibited from granting a Lien on its assets to secure the Obligations by a Requirement of Law), by the Borrower or any of its Subsidiaries, promptly (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent or the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by the Borrower or any of its SubsidiariesLoan Party, (ii) deliver to the Collateral Agent the any certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Subsidiary, as the case may berelevant Loan Party, (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and Collateral Agreement and the Collateral Agreement, (B) to take such actions reasonably necessary or advisable to grant to the Collateral Agent, Agent for the benefit of the Secured Parties, Parties a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary (subject to Liens and other matters permitted by Section 6.3 and excluding real property and any interests thereinSubsidiary, and Intellectual Property to the extent creation of a security interest therein would be contractually prohibited), including, without limitation, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Collateral Agent and (C) to deliver to the Administrative Agent or a certificate of such Subsidiary, substantially in the Collateral Agentform of Exhibit C, with appropriate insertions and attachments, and a long form good standing certificate from its jurisdiction of organization, and (iv) if reasonably requested by the Administrative Agent or the Collateral Agent, deliver to the Administrative Agent and the Collateral Agent legal opinions covering matters consistent with those covered by the opinions delivered by Dechert LLP or the applicable local counsel, as the case may be, on the Closing Date relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent and the Collateral Agent. (cd) With respect to any new Foreign Subsidiary and Foreign (other than a Subsidiary Holding Company required to become a Subsidiary Guarantor pursuant to Section 6.10(c)) created or acquired after the Closing Date by the Borrower or any of its Domestic SubsidiariesLoan Party, promptly (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent or the Collateral Agent deems necessary or advisable in order to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is directly owned by the Borrower or any of its Domestic Subsidiaries such Loan Party (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Excluded Foreign Subsidiary or Foreign Subsidiary Holding Company be required to be so pledged (it being understood and agreed that 100% of the total non-voting Capital Stock of any such Subsidiary shall be required to be pledged)), (ii) deliver to the Collateral Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Subsidiary, as the case may berelevant Loan Party, and take such other action as may be necessary or, in the opinion of the Administrative Agent or the Collateral Agent, desirable to perfect the Lien of the Collateral Agent thereonAgent’s security interest therein, and (iii) if requested by the Administrative Collateral Agent, deliver to the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agent. (e) If, at the end of any fiscal quarter of the Borrower after the Closing Date, Subsidiaries that are “Non-Material Subsidiaries” pursuant to the definition of “Non-Material Subsidiary” exceed the amounts set forth in the definition thereof, promptly following delivery of each Compliance Certificate delivered pursuant to Section 6.2(b), (i) execute and deliver to the Collateral Agent such amendments to the Collateral Agreement as the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of each Subsidiary so designated by the Borrower that is owned by any Group Member, (ii) deliver to the Collateral Agent any certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Group Member, (iii) cause each Subsidiary designated by the Borrower (A) to become a party to the Subsidiary Guarantee Agreement and the Collateral Agreement, (B) to take such actions necessary or advisable to grant to the Collateral Agent for the benefit of the Secured Parties a perfected first priority security interest in the Collateral described in the Collateral Agreement with respect to such Subsidiaries designated by the Borrower, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Collateral Agreement or by law or as may be requested by the Collateral Agent and (C) to deliver to the Collateral Agent a certificate of such Subsidiaries designated by the Borrower, substantially in the form of Exhibit C, with appropriate insertions and attachments, and (iv) if requested by the Collateral Agent, deliver to the Administrative Agent and the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent and the Collateral Agent. (d) Notwithstanding the foregoing, the requirements of this Section 5.9 shall not apply to, and the Collateral shall exclude, those assets as to which the Collateral Agent reasonably determines so that the costs (time, expense or otherwise) foregoing condition regarding the definition of obtaining a security interest in or Lien upon such assets are excessive in relation “Non-Material Subsidiary” continues to the benefits to the Secured Parties of the security afforded therebybe true.

Additional Collateral, etc. (a) With respect to any Property property acquired after the Closing Date by any Group Member which is not a Non-Material Subsidiary, Specified Joint Venture or a not-for-profit corporation or similar entity that is prohibited from granting a Lien on its assets to secure the Borrower or any Obligations by a Requirement of its Subsidiaries Law (other than (v) any real property (or interest therein), (w) any Intellectual Property to the extent creation of a security interest therein would be contractually prohibited (other than to the extent that any such prohibition would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code of any relevant jurisdiction or any other applicable law or principles of equity), (x) any Property property described in paragraph (bc), (d) of this Sectionor (e) below, (y) any Property fixed or capital assets subject to a Lien expressly permitted by securing Indebtedness incurred in accordance with Section 6.3(g) 7.2 to finance the acquisition of such fixed or capital assets, provided that such Liens were created substantially simultaneously with the acquisition of such fixed or capital assets and (z) Property property acquired by a any Excluded Foreign Subsidiary) as to which the Collateral Agent, for the benefit of the Secured Parties, does not have a perfected Lien, promptly (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent or the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a security interest in such Property property and (ii) take all actions necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in such Property (subject to Liens permitted by Section 6.3)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 or the Collateral Agent; provided, further that no such Lien shall be required to be granted on any real property. (a) [Reserved]. (b) With respect to any new Subsidiary of the Borrower (other than an Excluded Foreign Subsidiary, a Foreign Subsidiary Non-Material Subsidiary, a Specified Joint Venture or a Foreign Subsidiary Holding Companynot-for-profit corporation or similar entity that is prohibited from granting a Lien on its assets to secure the Obligations by a Requirement of Law) created or acquired after the Closing Date November 15, 2010 by any Loan Party (which, for the purposes of this paragraphparagraph (c), shall include any existing Subsidiary that ceases to be an Excluded Foreign Subsidiary, a Foreign Subsidiary Non-Material Subsidiary, a Specified Joint Venture or a Foreign Subsidiary Holding Companynot-for-profit corporation or similar entity that is prohibited from granting a Lien on its assets to secure the Obligations by a Requirement of Law), by the Borrower or any of its Subsidiaries, promptly (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent or the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by the Borrower or any of its SubsidiariesLoan Party, (ii) deliver to the Collateral Agent the any certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Subsidiary, as the case may berelevant Loan Party, (iii) cause such new Subsidiary other than any Specified Joint Venture (A) to become a party to the Subsidiary Guarantee and Collateral Agreement and the Collateral Agreement, (B) to take such actions reasonably necessary or advisable to grant to the Collateral Agent, Agent for the benefit of the Secured Parties, Parties a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary (subject to Liens and other matters permitted by Section 6.3 and excluding real property and any interests thereinSubsidiary, and Intellectual Property to the extent creation of a security interest therein would be contractually prohibited), including, without limitation, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Collateral Agent and (C) to deliver to the Administrative Agent or a certificate of such Subsidiary, substantially in the Collateral Agentform of Exhibit C, with appropriate insertions and attachments, and a long form good standing certificate from its jurisdiction of organization, and (iv) if reasonably requested by the Administrative Agent or the Collateral Agent, deliver to the Administrative Agent and the Collateral Agent legal opinions covering matters consistent with those covered by the opinions delivered by Dechert LLP or the applicable local counsel, as the case may be, on the Closing Date relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent and the Collateral Agent. (c) With respect to any new Foreign Subsidiary and Foreign (other than a Subsidiary Holding Company required to become a Secured Guarantor pursuant to Section 6.10(c)) created or acquired after the Closing Date by the Borrower or any of its Domestic SubsidiariesLoan Party, promptly (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent or the Collateral Agent deems necessary or advisable in order to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is directly owned by the Borrower or any of its Domestic Subsidiaries such Loan Party (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Excluded Foreign Subsidiary or Foreign Subsidiary Holding Company be required to be so pledged (it being understood and agreed that 100% of the total non-voting Capital Stock of any such Subsidiary shall be required to be pledged)), (ii) deliver to the Collateral Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Subsidiary, as the case may berelevant Loan Party, and take such other action as may be necessary or, in the opinion of the Administrative Agent or the Collateral Agent, desirable to perfect the Lien of the Collateral Agent thereonAgent’s security interest therein, and (iii) if requested by the Administrative Collateral Agent, deliver to the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agent. (d) If, at the end of any fiscal quarter of the Borrower after the Closing Date, Subsidiaries that are “Non-Material Subsidiaries” pursuant to the definition of “Non-Material Subsidiary” exceed the amounts set forth in the definition thereof, promptly following delivery of each Compliance Certificate delivered pursuant to Section 6.2(b), (i) execute and deliver to the Collateral Agent such amendments to the Collateral Agreement as the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of each Subsidiary so designated by the Borrower that is owned by any Group Member, (ii) deliver to the Collateral Agent any certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Group Member, (iii) cause each Subsidiary designated by the Borrower (A) to become a party to the Subsidiary Guarantee Agreement and the Collateral Agreement, (B) to take such actions necessary or advisable to grant to the Collateral Agent for the benefit of the Secured Parties a perfected first priority security interest in the Collateral described in the Collateral Agreement with respect to such Subsidiaries designated by the Borrower, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Collateral Agreement or by law or as may be requested by the Collateral Agent and (C) to deliver to the Collateral Agent a certificate of such Subsidiaries designated by the Borrower, substantially in the form of Exhibit C, with appropriate insertions and attachments, and (iv) if requested by the Collateral Agent, deliver to the Administrative Agent and the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent and Agent, so that the Collateral Agentforegoing condition regarding the definition of “Non-Material Subsidiary” continues to be true. (de) Notwithstanding The Borrower may, from time to time in its sole discretion, elect to cause one or more Non-Material Subsidiaries not required to become parties to the foregoingSecurity Documents pursuant to this Agreement (including for the avoidance of doubt according to Section 6.10(e)) to become either (i) Secured Guarantors in a manner consistent with Section 6.10(c) or (ii) Unsecured Guarantors by causing such Subsidiary (x) to become a party to the Subsidiary Guarantee Agreement and (y) to deliver to the Administrative Agent a certificate of such Subsidiary, substantially in the requirements form of this Section 5.9 shall not apply toExhibit C, with appropriate insertions and attachments, and the Collateral shall exclude, those assets as to which the Collateral Agent reasonably determines that the costs (time, expense or otherwise) a long form good standing certificate from its jurisdiction of obtaining a security interest in or Lien upon such assets are excessive in relation to the benefits to the Secured Parties of the security afforded therebyorganization.

Additional Collateral, etc. (a) With respect to any Specified Personal Property acquired after the Closing Date by the Borrower or any of its Subsidiaries Subsidiary Guarantor (other than (v) any real property (or interest therein), (w) any Intellectual Property to the extent creation of a security interest therein would be contractually prohibited (other than to the extent that any such prohibition would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code of any relevant jurisdiction or any other applicable law or principles of equity), (x) any Property described in paragraph (b) of this Section, (y) any Property subject to a Lien expressly permitted by Section 6.3(g7.01(g) and (zor 7.01(j) Property acquired by a Foreign Subsidiary) or 7.01(r)), including without limitation, any barge rig located or operating in the continental United States or waters of the Gulf of Mexico subject to state or Federal jurisdiction, not listed on Schedule 5.07, as to which the Collateral Administrative Agent, for the benefit of the Secured Parties, does not have a perfected Lien, promptly (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments or supplements to the Guarantee and Collateral Security Agreement or Mortgages or such other documents as the Administrative Agent or the Collateral Agent reasonably deems necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the Secured Parties, a security interest Lien in such Property and (ii) take all actions necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest Lien in such Property (Property, subject to Liens permitted by Section 6.3)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 Security Agreement or by law or as may be requested by the Administrative Agent and the recording of such amendment or supplement with the Collateral AgentUnited States Coast Guard. (b) With respect to any new Material Subsidiary of the Borrower (other than a Foreign an Excluded Subsidiary or a Foreign Subsidiary Holding CompanyProject Finance Subsidiary) created or acquired after the Closing Date (which, for the purposes of this paragraph, shall include any existing Material Subsidiary that ceases to be a Foreign an Excluded Subsidiary or a Foreign and any existing Domestic Subsidiary Holding Companythat ceases to be an Immaterial Subsidiary), by the Borrower or any of its Subsidiariesthe Subsidiary Guarantors, promptly (i) cause such new Subsidiary (A) to become a party to the Subsidiary Guaranty and the Security Agreement, (B) in the case of any such Subsidiary owning a barge rig located or operating in the continental United States or waters of the Gulf of Mexico subject to state or Federal jurisdiction, to execute and deliver a Mortgage covering such rig, and (C) in the case of any Domestic Subsidiary, to the Administrative Agent and the Collateral Agent take such amendments to the Guarantee and Collateral Agreement as the Administrative Agent or the Collateral Agent deems actions necessary or advisable to grant to the Collateral 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, (ii) deliver to the Collateral Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Subsidiary, as the case may be, (iii) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement and (B) to take such actions reasonably necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest Lien in the Collateral described in the Guarantee and Collateral Security Agreement or Mortgage with respect to such new Subsidiary (subject to Liens and other matters permitted by Section 6.3 and excluding real property and any interests therein, and Intellectual Property to the extent creation of a security interest therein would be contractually prohibitedPermitted Liens), including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Security Agreement or by law or as may be reasonably requested by the Administrative Agent or and the Collateral Agentrecording of such Mortgage with the United States Coast Guard, and (ivii) if reasonably requested by the Administrative Agent or the Collateral Agent, deliver to the Administrative Agent and the Collateral Agent legal opinions covering matters consistent with those covered by the opinions delivered by Dechert LLP or the applicable local counsel, as the case may be, on the Closing Date relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent and the Collateral Agent. (c) With respect to any new Foreign Subsidiary and Foreign Subsidiary Holding Company created or acquired after the Closing Date by the Borrower or any of its Domestic Subsidiaries, promptly (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent or the Collateral Agent deems necessary or advisable in order to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is directly owned by the Borrower or any of its Domestic Subsidiaries (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Foreign Subsidiary or Foreign Subsidiary Holding Company be required to be so pledged (it being understood and agreed that 100% of the total non-voting Capital Stock of any such Subsidiary shall be required to be pledged)), (ii) deliver to the Collateral Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Subsidiary, as the case may be, and take such other action as may be necessary or, in the opinion of the Administrative Agent or the Collateral Agent, desirable to perfect the Lien of the Collateral Agent thereon, and (iii) if requested by the Administrative Agent or the Collateral Agent, deliver to the Administrative Agent and the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent and the Collateral Agent. (d) Notwithstanding the foregoing, the requirements of this Section 5.9 shall not apply to, and the Collateral shall exclude, those assets as to which the Collateral Agent reasonably determines that the costs (time, expense or otherwise) of obtaining a security interest in or Lien upon such assets are excessive in relation to the benefits to the Secured Parties of the security afforded thereby.

Additional Collateral, etc. (a) With respect to any Property acquired after the Closing Date by Holdings, the Borrower or any of its Material Subsidiaries (other than (vw) any real property (or interest therein), (w) any Intellectual Property to the extent creation of a security interest therein would be contractually prohibited (other than to the extent that any such prohibition would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code of any relevant jurisdiction or any other applicable law or principles of equity)property, (x) any Property property described in paragraph (b) or paragraph (d) of this Section, (y) any Property subject to a Lien expressly permitted by Section 6.3(g7.3(g) and (z) Property acquired by a an Excluded Foreign Subsidiary) as to which the Collateral Administrative Agent, for the benefit of the Secured Parties, does not have a perfected Lien, promptly (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent or the Collateral Agent deems necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the Secured Parties, a security interest in such Property and (ii) take all actions necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in such Property (subject to Liens permitted by Section 6.3)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 or the Collateral Agent. (b) With respect to (i) any new Material Subsidiary of the Borrower (other than a an Excluded Foreign Subsidiary or a Foreign Subsidiary Holding CompanySubsidiary) created or acquired after the Closing Date (which, for the purposes of this paragraph, shall include any existing Subsidiary that ceases to be a an Excluded Foreign Subsidiary or a Foreign Subsidiary Holding CompanySubsidiary), by Holdings, the Borrower or any of its Subsidiaries, (ii) any Excluded Foreign Subsidiary which becomes a guarantor of or provides direct credit support with respect to any Indebtedness of Holdings, the Borrower or any Domestic Subsidiary or (iii) any Inactive Subsidiary which ceases to qualify as an Inactive Subsidiary pursuant to Section 7.18 (such Subsidiary thereafter to be deemed a Material Subsidiary for all purposes of this Agreement), promptly (iA) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent or the Collateral Agent deems necessary or advisable to grant to the Collateral 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 Holdings, the Borrower or any of its Subsidiaries, (iiB) deliver to the Collateral Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of Holdings, the Borrower or such Subsidiary, as the case may be, (iiiC) cause such new Subsidiary (A1) to become a party to the Guarantee and Collateral Agreement and (B2) to take such actions reasonably necessary or advisable to grant to the Collateral Agent, Administrative Agent for the benefit of the Secured Parties, Parties a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary (subject to Liens and other matters permitted by Section 6.3 and excluding real property and any interests therein, and Intellectual Property to the extent creation of a security interest therein would be contractually prohibited)Subsidiary, including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent or the Collateral Agent, and (ivD) if reasonably requested by the Administrative Agent or the Collateral Agent, deliver to the Administrative Agent and the Collateral Agent legal opinions covering matters consistent with those covered by the opinions delivered by Dechert LLP or the applicable local counsel, as the case may be, on the Closing Date relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent and the Collateral Agent. (c) With Subject to Section 6.9(b)(ii), with respect to any new Excluded Foreign Subsidiary and Foreign Subsidiary Holding Company created or acquired after the Closing Date by Holdings, the Borrower or any of its Domestic SubsidiariesSubsidiaries (other than any Subsidiary which is an Excluded Foreign Subsidiary), promptly (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent or the Collateral Agent deems necessary or advisable in order to grant to the Collateral 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 directly owned by Holdings, the Borrower or any of its Domestic Subsidiaries (other than any Excluded Foreign Subsidiaries), (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Excluded Foreign Subsidiary or Foreign Subsidiary Holding Company be required to be so pledged (it being understood and agreed that 100% of the total non-voting Capital Stock of any such Subsidiary shall be required to be pledged)), (ii) deliver to the Collateral Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of Holdings, 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 or the Collateral Agent, desirable to perfect the Lien of the Collateral Administrative Agent thereon, and (iii) if requested by the Administrative Agent or the Collateral Agent, deliver to the Administrative Agent and the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent and the Collateral Agent. (d) Notwithstanding If at any time after the foregoingClosing Date, any Loan Party establishes, or any new Subsidiary (other than a Foreign Subsidiary) created or acquired after the requirements Closing Date holds, a Deposit Account or Securities Account (other than (x) any Deposit Accounts into which proceeds of this Section 5.9 shall Medicare or Medicaid Receivables (as defined in the Guarantee and Collateral Agreement) are directly deposited by the obligor thereof, (y) any Deposit Accounts or Securities Accounts constituting ordinary course operating accounts holding cash and Investment Property (as defined in the Guarantee and Collateral Agreement) in an amount (with the value of such Investment Property being determined in accordance with GAAP) not apply toexceeding $100,000 for any such Deposit Account or Securities Account and not exceeding $2,500,000 in the aggregate for all such Deposit Accounts and Securities Accounts, in each case excluding Deposit Accounts described in clause (x) above, and (z) any Securities Account containing Investment Property (as defined in the Guarantee and Collateral shall excludeAgreement) the value of which (determined in accordance with GAAP) does not exceed $100,000) or obtains, those assets or holds, Letter-of-Credit Rights which do not constitute Supporting Obligations (as defined in the Guarantee and Collateral Agreement) (other than any such Letter of Credit Rights the value of which does not exceed $100,000 in the aggregate), promptly but in any event within 45 days after the establishment or obtaining of such Deposit Account, Securities Account or Letter-of-Credit Right, or the creation or acquisition of such Subsidiary, (i) execute and deliver to which the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent reasonably determines that deems necessary or advisable to grant to the costs (timeAdministrative Agent, expense or otherwise) for the benefit of obtaining the Secured Parties, a perfected first priority security interest in such Deposit Account, Securities Account or Lien upon Letter-of-Credit Rights and (ii) take such assets are excessive in relation actions necessary or advisable to grant to the benefits to Administrative Agent for the benefit of the Secured Parties a perfected first priority security interest in such Deposit Account, Securities Account or Letter-of-Credit Rights, including actions to cause the Administrative Agent to obtain "control" (within the meaning of the security afforded therebyapplicable Uniform Commercial Code) thereof.

Additional Collateral, etc. (a) With respect to any Property created, developed or acquired after the Closing Date by Holdings, the US Borrower or any of their Subsidiaries (other than (w) Property created, developed or acquired after the Closing Date by the Cayman Borrower or any of its Subsidiaries (other than (v) any real property (or interest therein), (w) any Intellectual Property to the extent creation of a security interest therein would be contractually prohibited (other than to the extent that any such prohibition would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code of any relevant jurisdiction or any other applicable law or principles of equity)Foreign Subsidiary, (x) any Property described in paragraph (b), (d) or (f) of this Section, (y) any Property subject to a Lien expressly permitted by Section 6.3(g7.3(g) and (z) Property acquired by a any Foreign Subsidiary) as to which the Collateral Administrative Agent, for the benefit of the Secured Parties, does not have a perfected Lien, promptly (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent or the Collateral Agent deems necessary or advisable to guarantee the Obligations and grant to the Collateral Administrative Agent, for the benefit of the Secured Parties, a security interest in such Property to secure the Obligations and (ii) take all actions necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest First Priority Lien in such Property (subject to Liens permitted by Section 6.3)secure the Obligations, including without limitation, the filing of Uniform Commercial Code UCC financing statements or making other registrations 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 the execution of any documents or other instruments requested by the Collateral AgentAdministrative Agent for filing with the United States Patent and Trademark Office, the United States Copyright Office, and the Canadian Intellectual Property Office. (b) With respect to any Property created, developed or acquired after the Closing Date by any Foreign Subsidiary of Holdings which is a Wholly-Owned Subsidiary (including the Cayman Borrower) (other than any Property subject to a Lien expressly permitted by Section 7.3(g)) as to which the UK Security Agent, for the benefit of the UK Secured Parties, does not have a perfected Lien, promptly (i) execute and deliver to the UK Security Agent a guarantee of the UK Obligations and such amendments to the Foreign Security Agreements or such other documents as the UK Security Agent deems necessary or advisable to grant to the UK Security Agent, for the benefit of the UK Secured Parties, a security interest in such Property to secure the UK Obligations and (ii) take all actions necessary or advisable to grant to the UK Security Agent, for the benefit of the UK Secured Parties, a perfected First Priority Lien in such Property, to secure the UK Obligations including without limitation, the filing of financing statements pursuant to applicable Personal Property Security Legislation in such jurisdictions as may be required by the Foreign Security Agreements or by law or as may be requested by the UK Security Agent. (c) With respect to any fee interest in any owned real property having a value (together with improvements thereof) of at least $1,500,000 acquired after the Closing Date by Holdings, the US Borrower or any of their Subsidiaries (other than (x) a Foreign Subsidiary or (y) any such real property subject to a Lien expressly permitted by Section 7.3(g)), promptly (i) execute and deliver a First Priority Mortgage in favor of the Administrative Agent, for the benefit of the Secured Parties, covering such real property to secure the Obligations, (ii) if requested by the Administrative Agent, provide the Lenders with (x) title and extended coverage insurance, complying with the provisions of Section 5.1(q), 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 complying with the provisions of Section 5.1(p), 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 fee interest (or leasehold interest) in any real property having a value (together with improvements thereof) of at least $1,500,000 acquired after the Closing Date by any Foreign Subsidiary of Holdings (including the Cayman Borrower) (other than any such real property subject to a Lien expressly permitted by Section 7.3(g)), promptly (i) execute and deliver a First Priority Mortgage in favor of the UK Security Agent, for the benefit of the UK Secured Parties, covering such real property to secure the UK Obligations, (ii) if requested by the UK Security Agent, provide the Lenders with (A) a satisfactory title opinion covering such real property or (B) title and extended coverage insurance, complying with the provisions of Section 5.1(q), 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 UK Security Agent) as well as a current ALTA survey thereof complying with the provisions of Section 5.1(p), together with a surveyor’s certificate and any consents or estoppels reasonably deemed necessary or advisable by the UK Security Agent in connection with such Mortgage, each of the foregoing in form and substance reasonably satisfactory to the UK Security 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. (e) With respect to any new Subsidiary of the Borrower (other than a Foreign Subsidiary or a Foreign Subsidiary Holding CompanySubsidiary) 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 or a Foreign Subsidiary Holding Company)Date, by Holdings, the US Borrower or any of its their Subsidiaries, promptly (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement Security Documents as the Administrative Agent or the Collateral Agent deems necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in First Priority Lien on the Capital Stock of such new Subsidiary that is owned by Holdings, the US Borrower or any of its Subsidiariestheir Subsidiaries to secure the Obligations, (ii) deliver to the Collateral Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of Holdings, the US Borrower or such Subsidiary, as the case may be, (iii) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement applicable Security Documents to secure the Obligations and (B) to take such actions reasonably necessary or advisable to grant to the Collateral Agent, Administrative Agent for the benefit of the Secured Parties, Parties a perfected first priority security interest in First Priority Lien on the Collateral described in the Guarantee and Collateral Agreement Security Documents with respect to such new Subsidiary (subject to Liens and other matters permitted by Section 6.3 and excluding real property and any interests therein, and Intellectual Property to secure the extent creation of a security interest therein would be contractually prohibited)Obligations, including, without limitation, the recording of instruments in the United States Patent and Trademark Office and the United States Copyright Office, the execution and delivery by all necessary persons of control agreements, and the filing of Uniform Commercial Code UCC financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement Security Documents or by law or as may be requested by the Administrative Agent or the Collateral Agent, and (iv) if reasonably requested by the Administrative Agent or the Collateral Agent, deliver to the Administrative Agent and the Collateral Agent legal opinions covering matters consistent with those covered by the opinions delivered by Dechert LLP or the applicable local counsel, as the case may be, on the Closing Date relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent and the Collateral Agent. (cf) With To the extent permitted by applicable laws relating to financial assistance, with respect to any new Foreign Subsidiary and Foreign Subsidiary Holding Company created or acquired after the Closing Date by Holdings, the US Borrower, the Cayman Borrower or any of its Domestic their respective Subsidiaries, promptly (i) execute and deliver to the Administrative Agent, the UK Security Agent and or the Collateral Agent UAE Security Agent, as applicable, such amendments to the Guarantee and Collateral Agreement Security Documents or such other documents as the Administrative Agent, the UK Security Agent or the Collateral Agent UAE Security Agent, as applicable, deems necessary or advisable in order to grant to the Collateral Administrative Agent, the UK Security Agent or the UAE Security Agent, as applicable, for the benefit of the Secured Parties or the UK Secured Parties, as applicable, a perfected first priority security interest in First Priority Lien on the Capital Stock of such new Foreign Subsidiary that is directly owned by Holdings, the US Borrower, the Cayman Borrower or any of its Domestic their Subsidiaries to secure the UK Obligations and the US Obligations, (provided that in no event shall more than 100% of the total outstanding non-voting Capital Stock and 65% of the total outstanding voting Capital Stock of any such new Foreign Subsidiary or Foreign Subsidiary Holding Company be required to be so pledged (it being understood and agreed that 100% pledged, other than in favor of the total non-voting UK Secured Parties, who shall have the benefit of a pledge of all such Capital Stock of any such Subsidiary shall be required to be pledged)Stock), (ii) deliver to the Collateral Administrative Agent, the UK Security Agent or the UAE Security Agent, as applicable, the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of Holdings, the US Borrower, the Cayman 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, the UK Security Agent or the Collateral UAE Security Agent, as applicable, desirable to perfect the Lien of the Collateral Administrative Agent, the UK Security Agent or the UAE Security Agent, as applicable, thereon, and (iii) if requested by the Administrative Agent or the Collateral Agent, deliver to the Administrative Agent and the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent and the Collateral Agent. (dg) Notwithstanding anything to the foregoingcontrary in this Section 6.10, the requirements paragraphs (a), (b), (c), (d), (e), and (f) of this Section 5.9 6.10 shall not apply toto (i) any Property, and new Subsidiary or new Foreign Subsidiary created or acquired after the Collateral shall excludeClosing Date, those assets as applicable, as to which the Collateral Administrative Agent reasonably determines has determined in its sole discretion that the costs (timecollateral value thereof is insufficient to justify the difficulty, time and/or expense or otherwise) of obtaining a perfected security interest in therein or Lien upon such assets are excessive in relation to the benefits to the Secured Parties (ii) any Property which is otherwise excluded under Section 3(a) of the security afforded therebyGuarantee and Collateral Agreement or any corresponding section of any Foreign Security Document.

Additional Collateral, etc. (a) With respect to any Property acquired after the Closing Date by the Borrower Company or any of its Subsidiaries (other than (v) any real property (or interest therein), (w) any Intellectual Property to the extent creation of a security interest therein would be contractually prohibited (other than to the extent that any such prohibition would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code of any relevant jurisdiction or any other applicable law or principles of equity), (xi) any Property described in paragraph (bSection 5.10(b) of this Section, (y) any Property subject to a Lien expressly permitted by or Section 6.3(g5.10(c) and (zii) Property acquired by a an Excluded Foreign Subsidiary) as to which the Collateral Agent, for the benefit of the Secured Parties, does not have a perfected Lien, promptly (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent may be required under any applicable law or as the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a security interest in such Property and (ii) take all actions necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in such Property (subject only to Liens permitted by Section 6.3)Permitted Liens, including without limitation, the filing of Uniform Commercial Code UCC financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent or the Collateral Agent. (b) With respect to any new Subsidiary of the Borrower (other than a an Excluded Foreign Subsidiary or a Foreign Subsidiary Holding CompanySubsidiary) created or acquired after the Closing Date (which, for the purposes of this paragraph, shall include any existing Subsidiary that ceases to be a an Excluded Foreign Subsidiary or a Foreign Subsidiary Holding CompanySubsidiary), by the Borrower Company or any of its Subsidiaries, promptly (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent may be required under any applicable law or as the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by the Borrower Company or any of its Subsidiaries, (ii) deliver to the Collateral Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower Company or such Subsidiary, as the case may be, (iii) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement and (B) to take such actions reasonably necessary or advisable to grant to the Collateral Agent, Agent for the benefit of the Secured Parties, Parties a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary (subject to Liens Subsidiary, including the recording of instruments in the United States Patent and other matters permitted Trademark Office and the United States Copyright Offices, the execution and delivery by Section 6.3 and excluding real property and any interests thereinall necessary persons of control agreements, and Intellectual Property to the extent creation of a security interest therein would be contractually prohibited), including, without limitation, the filing of Uniform Commercial Code UCC financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent or the Collateral Agent, and (iv) if reasonably requested by the Administrative Agent or the Collateral Agent, deliver to the Administrative Agent and the Collateral Agent legal opinions covering matters consistent with those covered by the opinions delivered by Dechert LLP or the applicable local counsel, as the case may be, on the Closing Date relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent and the Collateral Agent. (c) With respect to any new Excluded Foreign Subsidiary and Foreign Subsidiary Holding Company created or acquired after the Closing Date by the Borrower Company or any of its Domestic Subsidiaries (other than any Excluded Foreign Subsidiaries), promptly (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent may be required under any applicable law or as the Collateral Agent deems necessary or advisable in order to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is directly owned by the Borrower Company or any of its Domestic Subsidiaries (other than any Excluded Foreign Subsidiaries), (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Excluded Foreign Subsidiary or Foreign Subsidiary Holding Company be required to be so pledged (it being understood and agreed that 100% of the total non-voting Capital Stock of any such Subsidiary shall be required to be pledged)), (ii) deliver to the Collateral Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower Company 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 or the Collateral Agent, desirable to perfect the Lien of the Collateral Agent thereon, and (iii) if requested by the Administrative Agent or the Collateral Agent, deliver to the Administrative Agent and the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent and the Collateral Agent. (d) Notwithstanding anything to the foregoingcontrary in this Section 5.10, the requirements paragraphs (a), (b), (c) and (e) of this Section 5.9 5.10 shall not apply toto any Property, and new Subsidiary or new Excluded Foreign Subsidiary created or acquired after the Collateral shall excludeClosing Date, those assets as applicable, as to which the Collateral Agent reasonably determines has determined in its sole discretion that the costs (timecollateral value thereof is insufficient to justify the difficulty, time and/or expense or otherwise) of obtaining a perfected security interest in therein. (e) With respect to any fee interest (or Lien upon such assets are excessive in relation leasehold interest, to the benefits extent such leasehold is created under a triple net ground lease or similar transaction) in any real property having a value (together with improvements thereof) of at least $100,000 acquired after the Closing Date by the Company or any of its Subsidiaries (other than any such real property owned by an Excluded Foreign Subsidiary), promptly (i) execute and deliver a first priority Mortgage in favor of the Collateral Agent, for the benefit of the Secured Parties, covering such real property, (ii) if requested by the Collateral Agent, provide the Holders with (A) title and extended coverage insurance, complying with the provisions of Section 5.10(f), 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 complying with the provisions of Section 5.10(g) together with a surveyor’s certificate, (B) flood insurance complying with the provisions of Section 5.10(h) and (C) 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 (f) If requested by the Collateral Agent pursuant to Section 5.10(e), the Collateral Agent shall receive in respect of each mortgaged property a mortgagee’s title insurance policy (or policies) or marked up unconditional binder for such insurance. Each such policy shall (A) be in an amount satisfactory to the Collateral Agent; (B) be issued at ordinary rates; (C) insure that the Mortgage insured thereby creates a valid first Lien on, and security interest in, such Mortgaged Property free and clear of all defects and encumbrances, except for Permitted Liens disclosed therein; (D) name the Collateral Agent for the benefit of the Secured Parties as the insured thereunder; (E) be in the form of ALTA Loan Policy - 1970 form B (Amended 10/17/70 and 10/17/84) (or equivalent policies); (F) contain such endorsements and affirmative coverage as the Collateral Agent may reasonably request in form and substance acceptable to the Collateral Agent, including (to the extent applicable with respect to such mortgaged property and available in the jurisdiction in which such mortgaged property is located), the following: variable rate endorsement; survey endorsement; comprehensive endorsement; zoning (ALTA 3.1 with parking added) endorsement; first loss, last dollar and tie-in endorsement; access coverage; separate tax parcel coverage; contiguity coverage; usury; closing business; subdivision; environmental protection lien; CLTA 119.2 and CLTA 119.3 (for leased Real Estate, only); and such other endorsements as the Collateral Agent shall reasonably require in order to provide insurance against specific risks identified by the Collateral Agent in connection with such mortgaged property, and (G) be issued by title companies satisfactory to the Collateral Agent (including any such title companies acting as co-insurers or reinsurers, at the option of the security afforded therebyCollateral Agent). Also, the Collateral Agent shall receive (i) evidence 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 and (ii) a copy of all recorded documents referred to, or listed as exceptions to title in, the title policy or policies referred to above and a copy of all other material documents affecting the mortgaged properties. (g) If requested by the Collateral Agent pursuant to Section 5.10(e), the Collateral Agent shall receive, and the title insurance company issuing the policy referred to in Section 5.10(e) (the “Title Insurance Company”) shall have received, maps or plats of an as-built survey of the sites of the Mortgaged Properties certified to the Collateral Agent and the Title Insurance Company in a manner satisfactory to them, dated not more than 30 days prior to the acquisition of an interest in such property unless the Title Insurance Company has agreed to delete its survey disclosure exception on the basis of an earlier survey and such survey is, in any event, dated not more than 2 years prior to such date by an independent professional licensed land surveyor satisfactory to the Collateral Agent and the Title Insurance Company, which maps or plats and the surveys on which they are based shall be made in accordance with the Minimum Standard Detail Requirements for Land Title Surveys jointly established and adopted by the American Land Title Association and the American Congress on Surveying and Mapping in 1997 or 1999 and meeting the accuracy requirements as defined therein, and, without limiting the generality of the foregoing, there shall be surveyed and shown on such maps, plats or surveys the following: each survey shall (A) be a current “as-built” survey showing the location of any adjoining streets (including their widths and any pavement or other improvements), easements (including the recorded information with respect to all recorded instruments), the mean high water base line or other legal boundary lines of any adjoining bodies of water, fences, zoning or (h) If requested by the Collateral Agent pursuant to Section 5.10(e), the Collateral Agent shall receive, (A) a policy of flood insurance that (1) covers any parcel of improved real property that is encumbered by any Mortgage (2) is written in an amount not less than the outstanding principal amount of the indebtedness secured by such Mortgage that is reasonably allocable to such real property or the maximum limit of coverage made available with respect to the particular type of property under the National Flood Insurance Act of 1968, whichever is less, and (3) has a term ending not later than the maturity of the indebtedness secured by such Mortgage or that may be extended to such maturity date and (B) confirmation that the Company has received the notice required pursuant to Section 208(e)(3) of Regulation H of the Board.

Additional Collateral, etc. (a) With respect to any Property acquired after the Closing Date by Holdings, the Borrower or any of its Material Subsidiaries (other than (vw) any real property (or interest therein), (w) any Intellectual Property to the extent creation of a security interest therein would be contractually prohibited (other than to the extent that any such prohibition would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code of any relevant jurisdiction or any other applicable law or principles of equity)property, (x) any Property property described in paragraph (b) or paragraph (d) of this Section, (y) any Property subject to a Lien expressly permitted by Section 6.3(g7.3(g) and (z) Property acquired by a an Excluded Foreign Subsidiary) as to which the Collateral Administrative Agent, for the benefit of the Secured Parties, does not have a perfected Lien, promptly (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent or the Collateral Agent deems necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the Secured Parties, a security interest in such Property and (ii) take all actions necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in such Property (subject to Liens permitted by Section 6.3)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 or the Collateral Agent. (b) With respect to (i) any new Material Subsidiary of the Borrower (other than a an Excluded Foreign Subsidiary or a Foreign Subsidiary Holding CompanySubsidiary) created or acquired after the Closing Date (which, for the purposes of this paragraph, shall include any existing Subsidiary that ceases to be a an Excluded Foreign Subsidiary or a Foreign Subsidiary Holding CompanySubsidiary), by Holdings, the Borrower or any of its Subsidiaries, (ii) any Excluded Foreign Subsidiary which becomes a guarantor of or provides direct credit support with respect to any Indebtedness of Holdings, the Borrower or any Domestic Subsidiary or (iii) any Inactive Subsidiary which either ceases to qualify as an Inactive Subsidiary pursuant to Section 7.18 or is not dissolved prior to December 31, 2002 (such Subsidiary thereafter to be deemed a Material Subsidiary for all purposes of this Agreement), promptly (iA) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent or the Collateral Agent deems necessary or advisable to grant to the Collateral 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 Holdings, the Borrower or any of its Subsidiaries, (iiB) deliver to the Collateral Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of Holdings, the Borrower or such Subsidiary, as the case may be, (iiiC) cause such new Subsidiary (A1) to become a party to the Guarantee and Collateral Agreement and (B2) to take such actions reasonably necessary or advisable to grant to the Collateral Agent, Administrative Agent for the benefit of the Secured Parties, Parties a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary (subject to Liens and other matters permitted by Section 6.3 and excluding real property and any interests therein, and Intellectual Property to the extent creation of a security interest therein would be contractually prohibited)Subsidiary, including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent or the Collateral Agent, and (ivD) if reasonably requested by the Administrative Agent or the Collateral Agent, deliver to the Administrative Agent and the Collateral Agent legal opinions covering matters consistent with those covered by the opinions delivered by Dechert LLP or the applicable local counsel, as the case may be, on the Closing Date relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent and the Collateral Agent. (c) With Subject to Section 6.9(b)(ii), with respect to any new Excluded Foreign Subsidiary and Foreign Subsidiary Holding Company created or acquired after the Closing Date by Holdings, the Borrower or any of its Domestic SubsidiariesSubsidiaries (other than any Subsidiary which is an Excluded Foreign Subsidiary), promptly (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent or the Collateral Agent deems necessary or advisable in order to grant to the Collateral 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 directly owned by Holdings, the Borrower or any of its Domestic Subsidiaries (other than any Excluded Foreign Subsidiaries), (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Excluded Foreign Subsidiary or Foreign Subsidiary Holding Company be required to be so pledged (it being understood and agreed that 100% of the total non-voting Capital Stock of any such Subsidiary shall be required to be pledged)), (ii) deliver to the Collateral Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of Holdings, 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 or the Collateral Agent, desirable to perfect the Lien of the Collateral Administrative Agent thereon, and (iii) if requested by the Administrative Agent or the Collateral Agent, deliver to the Administrative Agent and the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent and the Collateral Agent. (d) Notwithstanding If at any time after the foregoingClosing Date, any Loan Party establishes, or any new Subsidiary (other than a Foreign Subsidiary) created or acquired after the requirements Closing Date holds, a Deposit Account or Securities Account (other than (x) any Deposit Accounts into which proceeds of this Section 5.9 shall Medicare or Medicaid Receivables (as defined in the Guarantee and Collateral Agreement) are directly deposited by the obligor thereof, (y) any Deposit Accounts or Securities Accounts constituting ordinary course operating accounts holding cash and Investment Property (as defined in the Guarantee and Collateral Agreement) in an amount (with the value of such Investment Property being determined in accordance with GAAP) not apply toexceeding $100,000 for any such Deposit Account or Securities Account and not exceeding $2,500,000 in the aggregate for all such Deposit Accounts and Securities Accounts, in each case excluding Deposit Accounts described in clause (x) above, and (z) any Securities Account containing Investment Property (as defined in the Guarantee and Collateral shall excludeAgreement) the value of which (determined in accordance with GAAP) does not exceed $100,000) or obtains, those assets or holds, Letter-of-Credit Rights which do not constitute Supporting Obligations (as defined in the Guarantee and Collateral Agreement) (other than any such Letter of Credit Rights the value of which does not exceed $100,000 in the aggregate), promptly but in any event within 45 days after the establishment or obtaining of such Deposit Account, Securities Account or Letter-of-Credit Right, or the creation or acquisition of such Subsidiary, (i) execute and deliver to which the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent reasonably determines that deems necessary or advisable to grant to the costs (timeAdministrative Agent, expense or otherwise) for the benefit of obtaining the Secured Parties, a perfected first priority security interest in such Deposit Account, Securities Account or Lien upon Letter-of-Credit Rights and (ii) take such assets are excessive in relation actions necessary or advisable to grant to the benefits to Administrative Agent for the benefit of the Secured Parties a perfected first priority security interest in such Deposit Account, Securities Account or Letter-of-Credit Rights, including actions to cause the Administrative Agent to obtain "control" (within the meaning of the security afforded therebyapplicable Uniform Commercial Code) thereof.

Additional Collateral, etc. (a) With respect to any Property property acquired after the Closing Date by the Borrower or any of its Subsidiaries Loan Party (other than (v) any real property (or interest therein), (w) any Intellectual Property to the extent creation of a security interest therein would be contractually prohibited (other than to the extent that any such prohibition would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code of any relevant jurisdiction or any other applicable law or principles of equity), (x) any Property property described in paragraph (b) of this Section, below or (y) any Property property subject to a Lien expressly permitted by Section 6.3(g) and (z) Property acquired by a Foreign Subsidiary6.2(f)) as to which the Collateral Agent, for the benefit of the Secured Parties, Lenders does not have a perfected Lien, promptly (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Security Agreement or Mortgages and such other documents as the Administrative Agent or the Collateral Agent deems are necessary or advisable or required by applicable law to grant to the Collateral Agent, for the benefit of the Secured PartiesLenders, a security interest in such Property property and (ii) take all actions necessary or advisable or required by applicable law to grant to the Collateral Agent, for the benefit of the Secured PartiesLenders, a perfected first priority security interest in such Property (subject to Liens permitted by Section 6.3)property, including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Security Agreement or by law or as may be requested by the Administrative Agent or the Collateral AgentRequired Lenders. (b) With respect to any new Subsidiary of the Borrower (other than a Foreign Subsidiary or a Foreign Subsidiary Holding Company) 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 or a Foreign Subsidiary Holding Company), by the Borrower or any of its SubsidiariesAfter-Acquired Property, promptly (i) execute deliver an amended and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent or the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit restated version of the Secured Parties, Schedule 1.1B which shall include a perfected first priority security interest in the Capital Stock legal description of such new Subsidiary that is owned by the Borrower or any of its SubsidiariesAfter-Acquired Property, (ii) deliver to the Collateral Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer satisfy all of the Borrower or such Subsidiary, as the case may be, (iiirequirements of Section 4.1(g)(ii) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement and (B) to take such actions reasonably necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary After-Acquired Property and (subject to Liens and other matters permitted by Section 6.3 and excluding real property and any interests therein, and Intellectual Property to the extent creation of a security interest therein would be contractually prohibited), including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required iii) unless directed otherwise by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent or the Collateral Agent, and (iv) if reasonably requested by the Administrative Agent or the Collateral Agent, deliver a current (completed within 180 days prior to the Administrative Agent and the Collateral Agent legal opinions covering matters consistent acquisition thereof) Phase I environmental assessment with those covered by the opinions delivered by Dechert LLP or the applicable local counsel, as the case may be, on the Closing Date relating respect to such After-Acquired Property. Notwithstanding anything to the matters described abovecontrary contained herein or in the UCC, which opinions the Agent shall be in form and substance, and from counsel, reasonably satisfactory not have any obligation to the Administrative Agent and the Collateral Agent. (c) With respect to any new Foreign Subsidiary and Foreign Subsidiary Holding Company created or acquired after the Closing Date by the Borrower or any of its Domestic Subsidiaries, promptly (i) execute and deliver to 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 Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent perfection, maintenance, priority or the Collateral Agent deems necessary or advisable in order to grant to the Collateral Agent, for the benefit enforceability of the Secured Parties, a perfected first priority any security interest in the Capital Stock of such new Subsidiary that is directly owned by the Borrower granted pursuant to, or contemplated by, any of its Domestic Subsidiaries (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Foreign Subsidiary or Foreign Subsidiary Holding Company be required to be so pledged (it being understood and agreed that 100% of the total non-voting Capital Stock of any such Subsidiary shall be required to be pledged))Loan Document, (ii) deliver take any necessary steps to the Collateral Agent the certificates representing such Capital Stockpreserve rights against any parties with respect to any Collateral, 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 or the Collateral Agent, desirable to perfect the Lien of the Collateral Agent thereon, and (iii) if requested by the Administrative Agent or the Collateral Agent, deliver take any action to the Administrative Agent and the Collateral Agent legal opinions relating to the matters described above, which opinions shall be protect against any diminution in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent and the Collateral Agent. (d) Notwithstanding the foregoing, the requirements of this Section 5.9 shall not apply to, and the Collateral shall exclude, those assets as to which the Collateral Agent reasonably determines that the costs (time, expense or otherwise) of obtaining a security interest in or Lien upon such assets are excessive in relation to the benefits to the Secured Parties value of the security afforded therebyCollateral.

Additional Collateral, etc. (a) With respect to any personal Property acquired after the Closing Restatement Effective Date by the Borrower Holdings or any of its Restricted Subsidiaries (constituting any Additional Regal-Holdings Notes, any other than (v) any real property (or interest therein), (w) any Intellectual Property possessory collateral required to be delivered to the extent creation of a security interest therein would be contractually prohibited (other than to the extent that any such prohibition would be rendered ineffective Administrative Agent pursuant to Sections 9-406any other Section of this Agreement, 9-407, 9-408 or 9-409 of the Uniform Commercial Code of any relevant jurisdiction collateral accounts required to be created under this Agreement or any other applicable law or principles of equity)Loan Document and any Property provided as replacement Collateral under Section 7.5, (but specifically excluding (x) any Property Collateral described in paragraph paragraphs (b), (c) or (d) of this SectionSection 6.10, (y) any Property Collateral subject to a Lien expressly permitted by Section 6.3(gSections 7.3(f) and (g) (but only for so long as so subject) and (z) Property Collateral acquired by a an Excluded Foreign Subsidiary) as to which the Collateral Administrative Agent, for the benefit of the Secured Parties, does not have a perfected Liensecurity interest, promptly (and, in any event, within 30 days following the date of such acquisition (or, in the case of replacement Collateral contemplated by Section 7.5, within the time period set forth therein)): (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent or the Collateral Agent deems necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the Secured Parties, a security interest in such Property Collateral and (ii) take all actions necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in such Property (subject to Liens permitted by Section 6.3)Collateral, including including, without limitation, the filing of Uniform Commercial Code UCC financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent or the Collateral Agent. (b) With respect to any new Subsidiary of the Borrower (other than a Foreign Subsidiary or a Foreign Subsidiary Holding Company) created or fee interest in any Real Estate acquired after the Closing Date (which, for the purposes of this paragraph, shall include any existing Subsidiary that ceases to be a Foreign Subsidiary or a Foreign Subsidiary Holding Company), by the Borrower Holdings or any of its SubsidiariesRestricted Subsidiaries having a value (together with improvements thereof) of at least $1,000,000 (other than with respect to any such Real Estate, (x) owned by an Excluded Foreign Subsidiary, (y) owned by a new Subsidiary subject to the requirements of Section 6.10(c), or (z) subject to a Lien expressly permitted by Sections 7.3(f) or 7.3(g) (but only for so long as so subject)), promptly (and, in any event, within 45 days following the date of such acquisition or such later date permitted by the Administrative Agent): (i) execute and deliver a first priority Mortgage (subject to Permitted Liens) in favor of the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent or the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of covering such new Subsidiary that is owned by the Borrower or any of its Subsidiaries, (ii) deliver to the Collateral Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Subsidiary, as the case may be, (iii) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement and (B) to take such actions reasonably necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary (subject to Liens and other matters permitted by Section 6.3 and excluding real property and any interests therein, and Intellectual Property to the extent creation of a security interest therein would be contractually prohibited), including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent or the Collateral Agent, and (iv) if reasonably requested by the Administrative Agent or the Collateral Agent, deliver to the Administrative Agent and the Collateral Agent legal opinions covering matters consistent with those covered by the opinions delivered by Dechert LLP or the applicable local counsel, as the case may be, on the Closing Date relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent and the Collateral Agent. (c) With respect to any new Foreign Subsidiary and Foreign Subsidiary Holding Company created or acquired after the Closing Date by the Borrower or any of its Domestic Subsidiaries, promptly (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent or the Collateral Agent deems necessary or advisable in order to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is directly owned by the Borrower or any of its Domestic Subsidiaries (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Foreign Subsidiary or Foreign Subsidiary Holding Company be required to be so pledged (it being understood and agreed that 100% of the total non-voting Capital Stock of any such Subsidiary shall be required to be pledged)), (ii) deliver to the Collateral Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Subsidiary, as the case may be, and take such other action as may be necessary or, in the opinion of the Administrative Agent or the Collateral Agent, desirable to perfect the Lien of the Collateral Agent thereon, and (iii) if requested by the Administrative Agent or the Collateral Agent, deliver to the Administrative Agent and the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent and the Collateral Agent. (d) Notwithstanding the foregoing, the requirements of this Section 5.9 shall not apply to, and the Collateral shall exclude, those assets as to which the Collateral Agent reasonably determines that the costs (time, expense or otherwise) of obtaining a security interest in or Lien upon such assets are excessive in relation to the benefits to the Secured Parties of the security afforded thereby.property,

Additional Collateral, etc. (a) With respect to any Property acquired after the Closing Date by Holdings, the Borrower or any of its Subsidiaries Subsidiary Guarantor that constitutes Collateral described in the Guarantee and Collateral Agreement with respect to such Loan Party (other than (vw) any real property (or interest therein), (w) any Intellectual Property to the extent creation of a security interest therein would be contractually prohibited (other than to the extent that any such prohibition would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code of any relevant jurisdiction or any other applicable law or principles of equity)property, (x) any Property described in paragraph (b), (c) and (d) of this Section, (y) any Property subject to a Lien expressly permitted by Section 6.3(g7.3(g) and (z) Property acquired by a Foreign Special Purpose Subsidiary or an Immaterial Subsidiary) as to which the Collateral Administrative Agent, for the benefit of the Secured Parties, does not have a perfected Lien, promptly (and, in any event, within 30 days following the date of such acquisition) (i) execute and deliver or cause execution and delivery to the Administrative Agent and the Collateral Agent of such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent or the Collateral Agent deems necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the Secured Parties, a security interest in such Property to the extent constituting Collateral described in the Guarantee and Collateral Agreement with respect to such Loan Party and (ii) take all actions necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in such Property to the extent constituting Collateral described in the Guarantee and Collateral Agreement with respect to such Loan Party (subject only to Liens permitted by Section 6.3Permitted Liens), including without limitation, the filing of Uniform Commercial Code UCC financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent or the Collateral Agent. (b) With respect to any new Subsidiary of the Borrower (other than a Foreign Subsidiary or a Foreign Subsidiary Holding CompanySpecial Purpose 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 or a Foreign Subsidiary Holding CompanySpecial Purpose Subsidiary), by Holdings, the Borrower or any of its Subsidiaries, promptly (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent or the Collateral Agent deems necessary or advisable to grant to the Collateral 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 Holdings, the Borrower or any of its SubsidiariesSubsidiaries and required to be pledged pursuant to the Guarantee and Collateral Agreement, (ii) deliver to the Collateral Administrative Agent the certificates certificates, if any, representing such Capital Stock, together with undated stock powers, if applicable, in blank, executed and delivered by a duly authorized officer of Holdings, the Borrower or such Subsidiary, as the case may be, (iii) unless such Subsidiary is an Immaterial Subsidiary, cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement and (B) to take such actions reasonably necessary or advisable to grant to the Collateral Agent, Administrative Agent for the benefit of the Secured Parties, Parties a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary (subject to Liens as contemplated by the Guarantee and other matters permitted by Section 6.3 and excluding real property and any interests thereinCollateral Agreement, and Intellectual Property to the extent creation of a security interest therein would be contractually prohibited), including, without limitation, including the filing of Uniform Commercial Code UCC financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent or the Collateral Agent, and (iv) if reasonably requested by the Administrative Agent or the Collateral Agent, deliver to the Administrative Agent and the Collateral Agent legal opinions covering matters consistent with those covered by the opinions delivered by Dechert LLP or the applicable local counsel, as the case may be, on the Closing Date relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent and the Collateral Agent. (c) With respect to any new Foreign Subsidiary and Foreign Subsidiary Holding Company (other than a Special Purpose Subsidiary) created or acquired after the Closing Date by Holdings, the Borrower or any of its Domestic SubsidiariesSubsidiaries (other than by any Foreign Subsidiary) (which, for purposes of this paragraph, shall include any existing Foreign Subsidiary (other than a Special Purpose Subsidiary) that becomes owned by Holdings, the Borrower of any of its Subsidiaries (other than any Foreign Subsidiary)), promptly (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent or the Collateral Agent deems necessary or advisable in order to grant to the Collateral Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Foreign Subsidiary that is directly owned by Holdings, the Borrower or any of its Domestic Subsidiaries (other than any Foreign Subsidiary) that is required to be pledged pursuant to the Guarantee and Collateral Agreement (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Foreign Subsidiary or Foreign Subsidiary Holding Company be required to be so pledged (it being understood and agreed that 100% of the total non-voting Capital Stock of any such Subsidiary shall be required to be pledged)), (ii) deliver to the Collateral Administrative Agent the certificates representing such Capital Stock, if any, together with undated stock powers, if applicable in blank, executed and delivered by a duly authorized officer of Holdings, 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 or the Collateral Agent, desirable to perfect the Lien of the Administrative Agent thereon as contemplated by the Guarantee and Collateral Agent thereonAgreement, and (iii) if requested by the Administrative Agent or the Collateral Agent, deliver to the Administrative Agent and the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent and the Collateral Agent. (d) Notwithstanding anything to the foregoingcontrary herein, in no event shall this Section 6.9 or Section 6.12 require a Lien on any property to the requirements extent that such grant of a security interest is prohibited by any Requirements of Law of a Governmental Authority, requires a consent not obtained of any Governmental Authority pursuant to such Requirement of Law or is prohibited by, or constitutes a breach or default under or results in the termination of or requires any consent not obtained under, any contract, license, agreement, instrument or other document evidencing or giving rise to such property or, in the case of any pledged Capital Stock or promissory notes, any applicable shareholder or similar agreement, except to the extent that such Requirement of Law or the term in such contract, license, agreement, instrument or other document or shareholder or similar agreement providing for such prohibition, breach, default or termination or requiring such consent is ineffective under applicable law. (e) With respect to any Subsidiary that ceases to be an Immaterial Subsidiary (other than any Foreign Subsidiary or Special Purpose Subsidiary), promptly (i) cause such Subsidiary to (A) become a party to the Guarantee and Collateral Agreement and (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such Subsidiary as contemplated by the Guarantee and Collateral Agreement, 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, 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. (f) Notwithstanding anything to the contrary in this Section 6.9, paragraphs (a), (b), (c) and (e) of this Section 5.9 6.9 shall not apply toto any Property, and new Subsidiary or new Foreign Subsidiary created or acquired, or Subsidiary ceasing to be an Immaterial Subsidiary, after the Collateral shall excludeClosing Date, those assets as applicable, as to which the Collateral Administrative Agent reasonably determines has determined in its sole discretion that the costs (timecollateral value thereof is insufficient to justify the difficulty, time and/or expense or otherwise) of obtaining a perfected security interest in or Lien upon such assets are excessive in relation to the benefits to the Secured Parties of the security afforded therebytherein.

Additional Collateral, etc. (a) With respect to any personal Property acquired after the Closing Restatement Effective Date by the Borrower Holdings or any of its Restricted Subsidiaries (constituting any Additional Regal-Holdings Notes, any other than (v) any real property (or interest therein), (w) any Intellectual Property possessory collateral required to be delivered to the extent creation of a security interest therein would be contractually prohibited (other than to the extent that any such prohibition would be rendered ineffective Administrative Agent pursuant to Sections 9-406any other Section of this Agreement, 9-407, 9-408 or 9-409 of the Uniform Commercial Code of any relevant jurisdiction collateral accounts required to be created under this Agreement or any other applicable law or principles of equity)Loan Document and any Property provided as replacement Collateral under Section 7.5, (but specifically excluding (x) any Property Collateral described in paragraph paragraphs (b), (c) or (d) of this SectionSection 6.10, (y) any Property Collateral subject to a Lien expressly permitted by Section 6.3(gSections 7.3(f) and (g) (but only for so long as so subject) and (z) Property Collateral acquired by a an Excluded Foreign Subsidiary) as to which the Collateral Administrative Agent, for the benefit of the Secured Parties, does not have a perfected Liensecurity interest, promptly (and, in any event, within 30 days following the date of such acquisition (or, in the case of replacement Collateral contemplated by Section 7.5, within the time period set forth therein)): (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent or the Collateral Agent deems necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the Secured Parties, a security interest in such Property Collateral and (ii) take all actions necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in such Property (subject to Liens permitted by Section 6.3)Collateral, including including, without limitation, the filing of Uniform Commercial Code UCC financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent or the Collateral Agent. (b) With respect to any new Subsidiary fee interest in any Real Estate acquired by Holdings or any of the Borrower its Restricted Subsidiaries having a value (together with improvements thereof) of at least $1,000,000 (other than with respect to any such Real Estate, (x) owned by an Excluded Foreign Subsidiary, (y) owned by a new Subsidiary subject to the requirements of Section 6.10(c), or (z) subject to a Lien expressly permitted by Sections 7.3(f) or 7.3(g) (but only for so long as so subject)), promptly (and, in any event, within 45 days following the date of such acquisition or such later date permitted by the Administrative Agent): (i) execute and deliver a first priority Mortgage (subject to Permitted Liens) in favor of the Administrative Agent, for the benefit of the Secured Parties, covering such real property, (ii) if requested by the Administrative Agent, provide the Secured Parties with (x) title and extended coverage insurance covering such real property complying with the provisions of Schedule 6.10(b), in an amount at least equal to the purchase price of such real property (or such other amount as shall be reasonably specified by the Administrative Agent) as well as a current ALTA survey in substantially the form of such surveys delivered in connection with the Original Credit Agreement, together with a surveyor's certificate, (y) any consents or estoppels reasonably deemed necessary or advisable by the Administrative Agent in connection with such Mortgage, each of the foregoing in form and substance reasonably satisfactory to the Administrative Agent and (z) Phase I environmental reports (and where appropriate based upon such Phase I environmental reports and at the request of the Administrative Agent, Phase II environmental reports) with respect to such real property, all in form and substance reasonably satisfactory to the Administrative Agent; and (iii) if requested by the Administrative Agent, deliver to the 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 an Excluded Foreign Subsidiary, any Unrestricted Subsidiary created or acquired pursuant to an Investment made in accordance with Sections 7.8(k) or (l), any Foreign Subsidiary or a Foreign Subsidiary Holding Companyof RCM in existence on the Restatement Effective Date and Next Generation Network, Inc.) created or acquired after the Closing Restatement Effective Date (which, for the purposes of this paragraphSection 6.10(c), shall include any existing Subsidiary that (i) ceases to be a an Excluded Foreign Subsidiary or (ii) ceases to be an Unrestricted Subsidiary and becomes a Foreign Subsidiary Holding CompanyRestricted Subsidiary), by either of the Borrower Borrowers or any of its their respective Restricted Subsidiaries, promptly (and, in any event, within 30 days following such creation or the date of such acquisition): (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement Agreement, if any, as the Administrative Agent or the Collateral Agent deems necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by either of the Borrower Borrowers or any of its their respective Restricted Subsidiaries, (ii) deliver to the Collateral 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 such Borrower or such Restricted Subsidiary, as the case may be, (iii) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement as a Guarantor (but not a Grantor (except with respect to the Capital Stock of its Restricted Subsidiaries)) thereunder and (B) to take such actions reasonably necessary or advisable to grant to the Collateral Administrative Agent for the benefit of the Secured Parties a perfected first priority security interest (subject to Permitted Liens) in any Real Estate owned in fee by such Subsidiary having a value (together with improvements thereof) of at least $1,000,000 (other than Real Estate subject to a Lien expressly permitted by Sections 7.3(f) or 7.3(g) (but only for so long as so subject)), promptly (and, in any event, within 45 days following the date of such acquisition or such later date as permitted by the Administrative Agent) (I) execute and deliver a first priority Mortgage (subject to Permitted Liens) in favor of the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to covering such new Subsidiary (subject to Liens and other matters permitted by Section 6.3 and excluding real property and any interests thereinproperty, and Intellectual Property to the extent creation of a security interest therein would be contractually prohibited), including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be (II) if requested by the Administrative Agent or the Collateral Agent, provide the Secured Parties with (x) title and extended coverage insurance covering such real property complying with the provisions of Schedule 6.10(b); and (iv) if reasonably requested by the Administrative Agent or the Collateral Agent, deliver to the Administrative Agent and the Collateral Agent legal opinions covering matters consistent with those covered by the opinions delivered by Dechert LLP or the applicable local counsel, as the case may be, on the Closing Date relating to the matters described in clause (iii) above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent and the Collateral Agent. (cd) With respect to any new Excluded Foreign Subsidiary and Foreign Subsidiary Holding Company created or acquired after the Closing Restatement Effective Date by either of the Borrower Borrowers or any of its Domestic Subsidiariestheir respective Restricted Subsidiaries (other than any Foreign Subsidiary of RCM in existence on the Restatement Effective Date), promptly (and, in any event, within 30 days following such creation or the date of such acquisition): (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent or the Collateral Agent deems necessary or advisable in order to grant to the Collateral 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 directly owned by either of the Borrower Borrowers or any of its their respective Domestic Subsidiaries (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Foreign Subsidiary or Foreign Subsidiary Holding Company be required to be so pledged (it being understood and agreed that 100% of the total non-voting Capital Stock of any such Subsidiary shall be required to be pledged)), (ii) deliver to the Collateral 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 such Borrower or such Domestic Subsidiary, as the case may be, and take such other action as may be necessary or, in the opinion of the Administrative Agent or the Collateral Agent, desirable to perfect the Lien security interest of the Collateral Administrative Agent thereon, and (iii) if requested by the Administrative Agent or the Collateral Agent, deliver to the Administrative Agent and the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent and the Collateral Agent. (e) Notwithstanding anything to the contrary in this Section 6.10, paragraphs (a), (b), (c) and (d) Notwithstanding the foregoing, the requirements of this Section 5.9 6.10 shall not apply toto any Property, and new Subsidiary or new Excluded Foreign Subsidiary created or acquired after the Collateral shall excludeRestatement Effective Date, those assets as applicable, as to which the Collateral Administrative Agent reasonably determines has determined in its sole discretion that the costs (timecollateral value thereof is insufficient to justify the difficulty, time and/or expense or otherwise) of obtaining a perfected security interest in or Lien upon therein. (f) The Administrative Agent is hereby authorized by the Lenders to enter into such assets are excessive in relation amendments to the benefits Guarantee and Collateral Agreement as the Administrative Agent deems necessary to effectuate the Secured Parties provisions of the security afforded therebythis Section 6.10.

Additional Collateral, etc. (a) With respect to any Property acquired after the Closing Date by Holdings, the Borrower or any of its Material Subsidiaries (other than (v) any real property (or interest therein)property, (w) any Intellectual Property to the extent creation of a security interest therein would be contractually prohibited (other than to the extent that any such prohibition would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code of any relevant jurisdiction or any other applicable law or principles of equity), (x) any Property property described in paragraph (b) or paragraph (d) of this Section, (x) the Capital Stock of Assisted Living, (y) any Property subject to a Lien expressly permitted by Section 6.3(g7.3(g) and (z) Property acquired by a an Excluded Foreign Subsidiary or an Unrestricted Subsidiary) as to which the Collateral Administrative Agent, for the benefit of the Secured Parties, does not have a perfected Lien, promptly (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent or the Collateral Agent deems necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the Secured Parties, a security interest in such Property and (ii) take all actions necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in such Property (subject to Liens permitted by Section 6.3)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. For purposes of clarity and notwithstanding any provisions of the Guarantee and Collateral Agreement or any other Loan Document to the contrary, the Capital Stock of Assisted Living shall not be subject to the security interest of the Administrative Agent or and shall be deemed to be “Excluded Assets” under and as defined in the Guarantee and Collateral AgentAgreement. (b) With respect to (i) any new Material Subsidiary of the Borrower (other than a an Excluded Foreign Subsidiary or a Foreign Subsidiary Holding Companyan Unrestricted 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 an Excluded Foreign Subsidiary or a Foreign Subsidiary Holding Companyan Unrestricted Subsidiary), by Holdings, the Borrower or any of its Subsidiaries, (ii) any Excluded Foreign Subsidiary which becomes a guarantor of or provides direct credit support with respect to any Indebtedness of Holdings, the Borrower or any Domestic Subsidiary, (iii) any Unrestricted Subsidiary which becomes a guarantor of or provides direct credit support with respect to any Indebtedness of Holdings, the Borrower or any Loan Party or (iv) any Inactive Subsidiary which ceases to qualify as an Inactive Subsidiary pursuant to Section 7.18 (such Subsidiary thereafter to be deemed a Material Subsidiary for all purposes of this Agreement), promptly (iA) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent or the Collateral Agent deems necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Material Subsidiary that is owned by Holdings, the Borrower or any of its Restricted Subsidiaries, (iiB) deliver to the Collateral Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of Holdings, the Borrower or such Restricted Subsidiary, as the case may be, (iiiC) cause such new Material Subsidiary (A1) to become a party to the Guarantee and Collateral Agreement and (B2) to take such actions reasonably necessary or advisable to grant to the Collateral Agent, Administrative Agent for the benefit of the Secured Parties, Parties a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary (subject to Liens and other matters permitted by Section 6.3 and excluding real property and any interests therein, and Intellectual Property to the extent creation of a security interest therein would be contractually prohibited)Material Subsidiary, including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent or the Collateral Agent, and (ivD) if reasonably requested by the Administrative Agent or the Collateral Agent, deliver to the Administrative Agent and the Collateral Agent legal opinions covering matters consistent with those covered by the opinions delivered by Dechert LLP or the applicable local counsel, as the case may be, on the Closing Date relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent Agent. Notwithstanding the foregoing, to the extent that any Unrestricted Subsidiary provides an unsecured guarantee but no other credit support with respect to any Indebtedness of Holdings, the Borrower or any Loan Party, such Unrestricted Subsidiary shall only be required to execute and deliver a guarantee, in a form reasonably satisfactory to the Collateral Administrative Agent, with respect to the Obligations. (c) With Subject to Section 6.9(b)(ii), with respect to any new Excluded Foreign Subsidiary and Foreign Subsidiary Holding Company created or acquired after the Closing Date by Holdings, the Borrower or any of its Domestic SubsidiariesSubsidiaries (other than any Subsidiary which is an Excluded Foreign Subsidiary or an Unrestricted Subsidiary), promptly (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent or the Collateral Agent deems necessary or advisable in order to grant to the Collateral 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 directly owned by Holdings, the Borrower or any of its Domestic Subsidiaries (other than any Excluded Foreign Subsidiaries or Unrestricted Subsidiaries), (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Excluded Foreign Subsidiary or Foreign Subsidiary Holding Company be required to be so pledged (it being understood and agreed that 100% of the total non-voting Capital Stock of any such Subsidiary shall be required to be pledged)), (ii) deliver to the Collateral Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of Holdings, 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 or the Collateral Agent, desirable to perfect the Lien of the Collateral Administrative Agent thereon, and (iii) if requested by the Administrative Agent or the Collateral Agent, deliver to the Administrative Agent and the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent and the Collateral Agent. (d) Notwithstanding If at any time after the foregoingClosing Date, any Loan Party establishes, or any new Subsidiary (other than a Foreign Subsidiary or an Unrestricted Subsidiary) created or acquired after the requirements Closing Date holds, a Deposit Account or Securities Account (other than (x) any Deposit Accounts into which proceeds of this Section 5.9 shall Medicare or Medicaid Receivables (as defined in the Guarantee and Collateral Agreement) are directly deposited by the obligor thereof, (y) any Deposit Accounts or Securities Accounts constituting ordinary course operating accounts holding cash and Investment Property (as defined in the Guarantee and Collateral Agreement) in an amount (with the value of such Investment Property being determined in accordance with GAAP) not apply toexceeding $100,000 for any such Deposit Account or Securities Account and not exceeding $1,000,000 in the aggregate for all such Deposit Accounts and Securities Accounts, in each case excluding Deposit Accounts described in clause (x) above, and (z) any Securities Account containing Investment Property (as defined in the Guarantee and Collateral shall excludeAgreement) the value of which (determined in accordance with GAAP) does not exceed $100,000) or obtains, those assets or holds, Letter-of-Credit Rights which do not constitute Supporting Obligations (as defined in the Guarantee and Collateral Agreement) (other than any such Letter of Credit Rights the value of which does not exceed $100,000 in the aggregate), promptly but in any event within 45 days after the establishment or obtaining of such Deposit Account, Securities Account or Letter-of-Credit Right, or the creation or acquisition of such Subsidiary, (i) execute and deliver to which the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent reasonably determines that deems necessary or advisable to grant to the costs (timeAdministrative Agent, expense or otherwise) for the benefit of obtaining the Secured Parties, a perfected first priority security interest in such Deposit Account, Securities Account or Lien upon Letter-of-Credit Rights and (ii) take such assets are excessive in relation actions necessary or advisable to grant to the benefits to Administrative Agent for the benefit of the Secured Parties a perfected first priority security interest in such Deposit Account, Securities Account or Letter-of-Credit Rights, including actions to cause the Administrative Agent to obtain “control” (within the meaning of the security afforded therebyapplicable Uniform Commercial Code) thereof.

Additional Collateral, etc. (ai) With respect to any Property acquired after the Closing Date by the Borrower or any of its Subsidiaries (other than (v) any real property (or interest therein), (w) any Intellectual Property to the extent creation of a security interest therein would be contractually prohibited (other than to the extent that any such prohibition would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code of any relevant jurisdiction or any other applicable law or principles of equity), (x) any Property described in paragraph (b) of this Section, (y) any Property subject to a Lien expressly permitted by Section 6.3(g) and (z) Property acquired by a Foreign Subsidiary) as to which the Collateral Agent, for the benefit of the Secured Parties, does not have a perfected Lien, promptly (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent or the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a security interest in such Property and (ii) take all actions necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in such Property (subject to Liens permitted by Section 6.3), including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent or the Collateral Agent. (b) With respect to any new Subsidiary of the Borrower (other than a Foreign Subsidiary or a Foreign Subsidiary Holding Company) 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 or a Foreign Subsidiary Holding Company), by the Borrower or any of its Subsidiaries, promptly (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent or the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by the Borrower or any of its Subsidiaries, (ii) deliver to the Collateral Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Subsidiary, as the case may be, (iii) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement and (B) to take such actions reasonably necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary (subject to Liens and other matters permitted by Section 6.3 and excluding real property and any interests therein, and Intellectual Property to the extent creation of a security interest therein would be contractually prohibited), including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent or the Collateral Agent, and (iv) if reasonably requested by the Administrative Agent or the Collateral Agent, deliver to the Administrative Agent and the Collateral Agent legal opinions covering matters consistent with those covered by the opinions delivered by Dechert LLP or the applicable local counsel, as the case may be, on the Closing Date relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent and the Collateral Agent. (c) With respect to any new Foreign Subsidiary and Foreign Subsidiary Holding Company created or acquired after the Closing Date by the Borrower or any of its Domestic Subsidiaries, promptly (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent or the Collateral Agent deems necessary or advisable in order to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is directly owned by the Borrower or any of its Domestic Subsidiaries (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Foreign Subsidiary or Foreign Subsidiary Holding Company be required to be so pledged (it being understood and agreed that 100% of the total non-voting Capital Stock of any such Subsidiary shall be required to be pledged)), (ii) deliver to the Collateral Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Subsidiary, as the case may be, and take such other action as may be necessary or, in the opinion of the Administrative Agent or the Collateral Agent, desirable to perfect the Lien of the Collateral Agent thereon, and (iii) if requested by the Administrative Agent or the Collateral Agent, deliver to the Administrative Agent and the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent and the Collateral Agent. (d) Notwithstanding the foregoing, the requirements of this Section 5.9 shall not apply to, and the Collateral shall exclude, those assets as to which the Collateral Agent reasonably determines that the costs (time, expense or otherwise) of obtaining a security interest in or Lien upon such assets are excessive in relation to the benefits to the Secured Parties of the security afforded thereby.

Additional Collateral, etc. (a) With respect to any Property acquired after the Closing Date by the Borrower or any of its Subsidiaries (other than (v) any real property (or interest therein), (w) any Intellectual Property to the extent creation of a security interest therein would be contractually prohibited (other than to the extent that any such prohibition would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code of any relevant jurisdiction or any other applicable law or principles of equity), (xi) any Property described in paragraph (bSection 6.10(b) of this Section, (y) any Property subject to a Lien expressly permitted by or Section 6.3(g6.10(c) and (zii) Property acquired by a an Excluded Foreign Subsidiary) as to which the Collateral Agent, for the benefit of the Secured Parties, does not have a perfected Lien, the Borrower shall promptly (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement or such other documents as may be required under any applicable law or as the Administrative Agent or the Collateral Agent deems necessary or advisable (acting at the direction of the Majority Lenders) to grant to the Collateral 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 Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in such Property (subject only to Liens permitted by Section 6.3)Permitted Liens, including without limitation, the filing of Uniform Commercial Code UCC financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent or (acting at the Collateral Agentdirection of the Majority Lenders). (b) With respect to any new Subsidiary of the Borrower (other than a an Excluded Foreign Subsidiary or a Foreign Subsidiary Holding CompanySubsidiary) created or acquired after the Closing Date (which, for the purposes of this paragraph, shall include any existing Subsidiary that ceases to be a an Excluded Foreign Subsidiary or a Foreign Subsidiary Holding CompanySubsidiary), by the Borrower or any of its Subsidiaries, the Borrower shall promptly (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement as may be required under any applicable law or as the Administrative Agent or the Collateral Agent deems necessary or advisable (acting at the direction of the Majority Lenders) to grant to the Collateral 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, (ii) deliver to the Collateral Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Subsidiary, as the case may be, (iii) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement and (B) to take such actions reasonably necessary or advisable to grant to the Collateral Agent, Administrative Agent for the benefit of the Secured Parties, Parties a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary (subject to Liens Subsidiary, including the recording of instruments in the United States Patent and other matters permitted Trademark Office and the United States Copyright Offices, the execution and delivery by Section 6.3 and excluding real property and any interests thereinall necessary persons of control agreements, and Intellectual Property to the extent creation of a security interest therein would be contractually prohibited), including, without limitation, the filing of Uniform Commercial Code UCC financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent or (acting at the Collateral Agentdirection of the Majority Lenders), and (iv) if reasonably requested by the Administrative Agent or (acting at the Collateral Agentdirection of the Majority Lenders), deliver to the Administrative Agent and the Collateral Agent legal opinions covering matters consistent with those covered by the opinions delivered by Dechert LLP or the applicable local counsel, as the case may be, on the Closing Date relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent and (acting at the Collateral Agentdirection of the Majority Lenders). (c) With respect to any new Excluded Foreign Subsidiary and Foreign Subsidiary Holding Company created or acquired after the Closing Date by the Borrower or any of its Domestic Subsidiaries (other than any Excluded Foreign Subsidiaries), the Borrower shall promptly (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement or such other documents as may be required under any applicable law or as the Administrative Agent or the Collateral Agent deems necessary or advisable in order to grant to the Collateral 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 directly owned by the Borrower or any of its Domestic Subsidiaries (other than any Excluded Foreign Subsidiaries), (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Excluded Foreign Subsidiary or Foreign Subsidiary Holding Company be required to be so pledged (it being understood and agreed that 100% of the total non-voting Capital Stock of any such Subsidiary shall be required to be pledged)), (ii) deliver to the Collateral 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 or the Collateral Agent, desirable to perfect the Lien of the Collateral Administrative Agent thereon, and (iii) if requested by the Administrative Agent or the Collateral 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) Notwithstanding anything to the contrary in this Section 6.10, paragraphs (a), (b), (c) and (e) of this Section 6.10 shall not apply to any Property, new Subsidiary or new Excluded Foreign Subsidiary created or acquired after the Closing Date, as applicable, as to which the Administrative Agent has determined in its sole discretion (acting at the direction of the Majority Lenders) that the collateral value thereof is insufficient to justify the difficulty, time and/or expense of obtaining a perfected security interest therein. (e) With respect to any fee interest (or leasehold interest, to the extent such leasehold is created under a triple net ground lease or similar transaction) in any real property having a value (together with improvements thereof) of at least $100,000 (the “Mortgaged Property”) acquired after the Closing Date by the Borrower or any of its Subsidiaries (other than any such real property owned by an Excluded Foreign Subsidiary), the Borrower shall promptly (i) execute and deliver a first priority Mortgage in favor of the Collateral Agent, for the benefit of the Secured Parties, covering such real property, (ii) if requested by the Administrative Agent (acting at the direction of the Majority Lenders), provide the Secure Parties with (A) title and extended coverage insurance, complying with the provisions of Section 6.10(f), 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 acting at the direction of the Majority Lenders) as well as a current ALTA survey thereof complying with the provisions of Section 6.10(g) together with a surveyor’s certificate, (B) flood insurance complying with the provisions of Section 6.10(h) and (C) any consents or estoppels reasonably deemed necessary or advisable by the Administrative Agent (acting at the direction of the Majority Lenders) 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 (acting at the direction of the Majority Lenders), 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 (acting at the Collateral Agentdirection of the Majority Lenders). (df) Notwithstanding If requested by the Administrative Agent pursuant to Section 6.10(e), the Administrative Agent shall receive in respect of each Mortgaged Property a mortgagee’s title insurance policy (or policies) or marked up unconditional binder for such insurance. Each such policy shall (A) be in an amount satisfactory to the Administrative Agent; (B) be issued at ordinary rates; (C) insure that the Mortgage insured thereby creates a valid first Lien on, and security interest in, such Mortgaged Property free and clear of all defects and encumbrances, except for Permitted Liens disclosed therein; (D) name the Administrative Agent for the benefit of the Secured Parties as the insured thereunder; (E) be in the form of ALTA Loan Policy – 1970 form B (Amended 10/17/70 and 10/17/84) (or equivalent policies); (F) contain such endorsements and affirmative coverage as the Administrative Agent may reasonably request in form and substance acceptable to the Administrative Agent (in each case, acting at the direction of the Majority Lenders), including (to the extent applicable with respect to such Mortgaged Property and available in the jurisdiction in which such Mortgaged Property is located), the following: variable rate endorsement; survey endorsement; comprehensive endorsement; zoning (ALTA 3.1 with parking added) endorsement; first loss, last dollar and tie-in endorsement; access coverage; separate tax parcel coverage; contiguity coverage; usury; closing business; subdivision; environmental protection lien; CLTA 119.2 and CLTA 119.3 (for leased Real Estate, only); and such other endorsements as the Administrative Agent shall reasonably require (acting at the direction of the Majority Lenders) in order to provide insurance against specific risks identified by the Administrative Agent (acting at the direction of the Majority Lenders) in connection with such Mortgaged Property, and (G) be issued by title companies satisfactory to the Administrative Agent acting at the direction of the Majority Lenders (including any such title companies acting as co-insurers or reinsurers, at the option of the Administrative Agent acting at the direction of the Majority Lenders). Also, the Administrative Agent shall receive (i) evidence 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 and (ii) a copy of all recorded documents referred to, or listed as exceptions to title in, the title policy or policies referred to above and a copy of all other material documents affecting the mortgaged properties. (g) If requested by the Administrative Agent pursuant to Section 6.10(e), the Administrative Agent shall receive, and the title insurance company issuing the policy referred to in Section 6.10(e) (the “Title Insurance Company”) shall have received, maps or plats of an as-built survey of the sites of the Mortgaged Properties certified to the Administrative Agent and the Title Insurance Company in a manner satisfactory to them (in the case of the Administrative Agent, acting at the direction of the Majority Lenders), dated not more than 30 days prior to the acquisition of an interest in such property unless the Title Insurance Company has agreed to delete its survey disclosure exception on the basis of an earlier survey and such survey is, in any event, dated not more than 2 years prior to such date by an independent professional licensed land surveyor satisfactory to the Administrative Agent (acting at the direction of the Majority Lenders) and the Title Insurance Company, which maps or plats and the surveys on which they are based shall be made in accordance with the Minimum Standard Detail Requirements for Land Title Surveys jointly established and adopted by the American Land Title Association and the American Congress on Surveying and Mapping in 1997 or 1999 and meeting the accuracy requirements as defined therein, and, without limiting the generality of the foregoing, there shall be surveyed and shown on such maps, plats or surveys the requirements following: each survey shall (A) be a current “as-built” survey showing the location of this Section 5.9 shall not apply toany adjoining streets (including their widths and any pavement or other improvements), easements (including the recorded information with respect to all recorded instruments), the mean high water base line or other legal boundary lines of any adjoining bodies of water, fences, zoning or restriction setback lines, rights-of-way, utility lines to the points of connection and any encroachments; (B) locate all means of ingress and egress, certifying the amount of acreage and square footage, indicate the address of the property, contain the legal description of the property, and the Collateral shall exclude, those assets as to which the Collateral Agent reasonably determines that the costs (time, expense or otherwise) of obtaining also contain a security interest in or Lien upon such assets are excessive in relation to the benefits to the Secured Parties location sketch of the security afforded thereby.property;

Additional Collateral, etc. (a) With respect to any Property acquired acquired, created or developed (including, without limitation, the filing of any applications for the registration or issuance of any Intellectual Property) after the Closing Date by Holdings, the Borrower or any of its Subsidiaries (other than (vi) Property acquired by a non-Guarantor Immaterial Subsidiary to the extent, after giving effect to such acquisition, such Subsidiary still qualifies as an Immaterial Subsidiary, (ii) any real property (or interest therein)leasehold estate in a retail store, (w) any Intellectual Property to the extent creation of a security interest therein would be contractually prohibited (other than to the extent that any such prohibition would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code of any relevant jurisdiction or any other applicable law or principles of equity), (xiii) any Property described in paragraph (b) or paragraph (c) of this SectionSection (without regard to the value threshold set forth therein), (yiv) any Property subject to a Lien expressly permitted by Section 6.3(g) and 7.3(g), (zv) Property acquired by a an Excluded Foreign SubsidiarySubsidiary or that portion of the Capital Stock of such Excluded Foreign Subsidiary excluded from the Collateral pursuant to the terms of the Guarantee and Collateral Agreement and (vi) Property consisting of deposit accounts which are not required by the terms of the Guarantee and Collateral Agreement to be subject to control agreements) as to which the Collateral Administrative Agent, for the benefit of the Secured Parties, does not have a perfected Lien, promptly (ix) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent or the Collateral Agent deems necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the Secured Parties, a security interest in such Property and (iiy) take all actions reasonably necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in such Property (subject to Liens permitted by Section 6.3)Property, including without limitation, the filing of Uniform Commercial Code UCC financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent or the Collateral Agent. (b) With respect to any new Subsidiary fee interest (or leasehold interest, to the extent such leasehold is created under a triple net ground lease or similar arrangement) in any real property having a value (together with improvements thereof) of at least $2,000,000 acquired after the Borrower Closing Date and which is not primarily used as a retail store location (other than any such real property owned or leased by an Excluded Foreign Subsidiary), promptly (i) execute and deliver a first priority Mortgage in favor of the Administrative Agent, for the benefit of the Secured Parties, covering such real property, (ii) if requested by the Administrative Agent, provide the Lenders with (x) title and extended (to the extent available without surveys) coverage insurance, complying with the provisions of Section 5.1(q), 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, if reasonably requested by the Administrative Agent, a current ALTA survey (in form and substance reasonably satisfactory to the Administrative Agent) and (y) any consents or estoppels reasonably deemed necessary 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. (c) With respect to (x) any new Subsidiary (other than an Excluded Foreign Subsidiary or a Foreign Subsidiary Holding Companynon-Guarantor Immaterial 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 an Excluded Foreign Subsidiary or a Foreign Subsidiary Holding Companynon-Guarantor Immaterial Subsidiary), by Holdings, the Borrower or any of its SubsidiariesSubsidiaries or (y) any of the Non-Surviving Subsidiaries not liquidated by merger with and into the Borrower on the Closing Date as contemplated by the recitals hereto, promptly (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent or the Collateral Agent deems necessary or advisable to grant to the Collateral 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 Holdings, the Borrower or any of its SubsidiariesSubsidiaries or such Non-Surviving Subsidiary, as the case may be, (ii) deliver to the Collateral Administrative Agent the certificates certificates, if any, representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of Holdings, the Borrower or such Subsidiary, as the case may be, (iii) cause such new Subsidiary or such Non-Surviving Subsidiary, as the case may be (A) to become a party to the Guarantee and Collateral Agreement and (B) to take such actions reasonably necessary or advisable to grant to the Collateral Agent, Administrative Agent for the benefit of the Secured Parties, Parties a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary (subject to Liens and other matters permitted by Section 6.3 and excluding real property and any interests therein, and Intellectual Property to the extent creation of a security interest therein would be contractually prohibited)Subsidiary, including, without limitation, the recording of instruments in the United States Patent and Trademark Office and the United States Copyright Offices, the execution and delivery by all necessary persons of control agreements, and the filing of Uniform Commercial Code UCC financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent or the Collateral Agent, and (iv) if reasonably requested by the Administrative Agent or the Collateral Agent, deliver to the Administrative Agent and the Collateral Agent legal opinions covering matters consistent with those covered by the opinions delivered by Dechert LLP or the applicable local counsel, as the case may be, on the Closing Date relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent and the Collateral Agent. (c) With respect to any new Foreign Subsidiary and Foreign Subsidiary Holding Company created or acquired after the Closing Date by the Borrower or any of its Domestic Subsidiaries, promptly (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent or the Collateral Agent deems necessary or advisable in order to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is directly owned by the Borrower or any of its Domestic Subsidiaries (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Foreign Subsidiary or Foreign Subsidiary Holding Company be required to be so pledged (it being understood and agreed that 100% of the total non-voting Capital Stock of any such Subsidiary shall be required to be pledged)), (ii) deliver to the Collateral Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Subsidiary, as the case may be, and take such other action as may be necessary or, in the opinion of the Administrative Agent or the Collateral Agent, desirable to perfect the Lien of the Collateral Agent thereon, and (iii) if requested by the Administrative Agent or the Collateral Agent, deliver to the Administrative Agent and the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent and the Collateral Agent. (d) Notwithstanding With respect to any new Excluded Foreign Subsidiary created or acquired after the foregoingClosing Date by Holdings, the requirements Borrower or any of its Subsidiaries (other than any Excluded Foreign Subsidiaries), promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems necessary 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 Holdings, the Borrower or any of its Subsidiaries (other than any Excluded Foreign Subsidiaries), (provided that in no event shall more than 65% of the total outstanding Capital Stock of any such new Excluded Foreign Subsidiary be required to be so pledged), (ii) deliver to the 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 Holdings, the Borrower or such Subsidiary, as the case may be, and take such other action as may be necessary 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) Notwithstanding anything to the contrary in this Section 6.10, paragraphs (a), (b), (c) and (d) of this Section 5.9 6.10 shall not apply toto any Property, and new Subsidiary or new Excluded Foreign Subsidiary created or acquired after the Collateral shall excludeClosing Date, those assets as applicable, (i) as to which the Collateral Administrative Agent reasonably determines has determined in its reasonable discretion that the costs (timecollateral value thereof is insufficient to justify the difficulty, time and/or expense or otherwise) of obtaining a perfected security interest therein or (ii) with respect to leases of real property described in or Lien upon such assets are excessive in relation paragraph (b) of this Section 6.10, as to which the consent of the landlord is required to grant a security interest to the benefits Administrative Agent and the Borrower has not been able to the Secured Parties of the security afforded therebyobtain such consent after having used commercially reasonably efforts to do so.

Additional Collateral, etc. (a) With respect to any Specified Personal Property acquired after the Closing Date by the Borrower or any of its Subsidiaries Subsidiary Guarantor (other than (v) any real property (or interest therein), (w) any Intellectual Property to the extent creation of a security interest therein would be contractually prohibited (other than to the extent that any such prohibition would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code of any relevant jurisdiction or any other applicable law or principles of equity), (x) any Property described in paragraph (b) of this Section, (y) any Property subject to a Lien expressly permitted by Section 6.3(g7.01(g) and (z) Property acquired by a Foreign Subsidiary) or 7.01(j)), including without limitation, any barge rig located or operating in the continental United States or waters of the Gulf of Mexico subject to state or Federal jurisdiction, not listed on Schedule 5.07, as to which the Collateral Administrative Agent, for the benefit of the Secured Parties, does not have a perfected Lien, promptly (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments or supplements to the Guarantee and Collateral Security Agreement or Mortgages or such other documents as the Administrative Agent or the Collateral Agent reasonably deems necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the Secured Parties, a security interest Lien in such Property and (ii) take all actions necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest Lien in such Property (Property, subject to Liens permitted by Section 6.3)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 Security Agreement or by law or as may be requested by the Administrative Agent and the recording of such amendment or supplement with the Collateral AgentUnited States Coast Guard. (b) With respect to any new Material Subsidiary of the Borrower (other than a Foreign Subsidiary or a Foreign Subsidiary Holding Companyan Excluded Subsidiary) created or acquired after the Closing Date (which, for the purposes of this paragraph, shall include any existing Material Subsidiary that ceases to be a Foreign an Excluded Subsidiary or a Foreign and any existing Domestic Subsidiary Holding Companythat ceases to be an Immaterial Subsidiary), by the Borrower or any of its Subsidiariesthe Subsidiary Guarantors, promptly (i) cause such new Subsidiary (A) to become a party to the Subsidiary Guaranty and the Security Agreement, (B) in the case of any such Subsidiary owning a barge rig located or operating in the continental United States or waters of the Gulf of Mexico subject to state or Federal jurisdiction, to execute and deliver a Mortgage covering such rig, and (C) in the case of any Domestic Subsidiary, to the Administrative Agent and the Collateral Agent take such amendments to the Guarantee and Collateral Agreement as the Administrative Agent or the Collateral Agent deems actions necessary or advisable to grant to the Collateral 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, (ii) deliver to the Collateral Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Subsidiary, as the case may be, (iii) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement and (B) to take such actions reasonably necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest Lien in the Collateral described in the Guarantee and Collateral Security Agreement or Mortgage with respect to such new Subsidiary (subject to Liens and other matters permitted by Section 6.3 and excluding real property and any interests therein, and Intellectual Property to the extent creation of a security interest therein would be contractually prohibitedPermitted Liens), including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Security Agreement or by law or as may be reasonably requested by the Administrative Agent or and the Collateral Agentrecording of such Mortgage with the United States Coast Guard, and (ivii) if reasonably requested by the Administrative Agent or the Collateral Agent, deliver to the Administrative Agent and the Collateral Agent legal opinions covering matters consistent with those covered by the opinions delivered by Dechert LLP or the applicable local counsel, as the case may be, on the Closing Date relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent and the Collateral Agent. (c) With respect to any new Foreign Subsidiary and Foreign Subsidiary Holding Company created or acquired after the Closing Date by the Borrower or any of its Domestic Subsidiaries, promptly (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent or the Collateral Agent deems necessary or advisable in order to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is directly owned by the Borrower or any of its Domestic Subsidiaries (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Foreign Subsidiary or Foreign Subsidiary Holding Company be required to be so pledged (it being understood and agreed that 100% of the total non-voting Capital Stock of any such Subsidiary shall be required to be pledged)), (ii) deliver to the Collateral Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Subsidiary, as the case may be, and take such other action as may be necessary or, in the opinion of the Administrative Agent or the Collateral Agent, desirable to perfect the Lien of the Collateral Agent thereon, and (iii) if requested by the Administrative Agent or the Collateral Agent, deliver to the Administrative Agent and the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent and the Collateral Agent. (dc) Notwithstanding With respect to each Identified Additional Material Subsidiary, on or before June 15, 2008, (i) deliver to the foregoing, Administrative Agent a supplement to the requirements of this Section 5.9 shall not apply toSubsidiary Guaranty and Security Agreement duly executed by each Identified Additional Material Subsidiary, and (ii) take such actions and deliver to the Collateral shall excludeAdministrative Agent all such items as required to be taken or delivered by a Loan Party or with respect to a Loan Party under clauses (i), those assets as to which the Collateral Agent reasonably determines that the costs (timeiii), expense or otherwise(v), (vi), (vii), (viii), (ix) and (xviii) of obtaining a security interest in or Lien upon such assets are excessive in relation to the benefits to the Secured Parties of the security afforded therebySection 4.01(a).

Additional Collateral, etc. (a) With respect to any Property property acquired after the Closing Date by the Borrower or any of its Subsidiaries Loan Party (other than (v) any real property (or interest therein), (w) any Intellectual Property to the extent creation of a security interest therein would be contractually prohibited (other than to the extent that any such prohibition would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code of any relevant jurisdiction or any other applicable law or principles of equity), (x) any Property property described in paragraph (b), (c) of this Section, or (d) below and (y) any Property property subject to a Lien expressly permitted by Section 6.3(gSections 7.2(2)(C) and (z) Property acquired by a Foreign Subsidiaryor 7.2(2)(D)) as to which the Collateral Agent, for the benefit of the Secured PartiesLenders, does not have a perfected Lien, to the extent required pursuant to the Guarantee and Collateral Agreement, promptly (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent or the Collateral Agent deems reasonably necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured PartiesLenders, a security interest in such Property property and (ii) take all actions necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured PartiesLenders, a perfected first priority security interest in such Property (subject to Liens permitted by Section 6.3)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 (to the extent perfection may be achieved by such actions under the laws of the United States or a jurisdiction thereof); provided that in no event shall any Loan Party be required to perfect any Lien by means other than the delivery of share certificates or the Collateral Agentmaking of filings, registrations or recordings required for perfection under the laws of the United States or any jurisdiction thereof other than as required pursuant to Section 7.4. (b) With respect to any new Subsidiary of the Borrower (other than a Foreign Material Domestic Restricted Subsidiary or a Foreign Subsidiary Holding Company) Spectrum Entity created or acquired after the Closing Date by (whichand which is a direct Subsidiary of) any Loan Party (it being understood that this paragraph (b) shall also apply, for without limitation, to (w) any existing Subsidiary which becomes a Material Domestic Restricted Subsidiary upon ceasing to be a Foreign Subsidiary, ceasing to be an Immaterial Subsidiary, ceasing to be an Unrestricted Subsidiary and/or being designated as such by written notice to the purposes of this paragraphAdministrative Agent, shall include (x) any existing Subsidiary that ceases becomes a Spectrum Entity and (y) any new or existing Material Domestic Restricted Subsidiary to the extent the actions specified in this paragraph (b) cease to be a Foreign prohibited in respect of such existing Material Domestic Restricted Subsidiary or a Foreign Subsidiary Holding Companypursuant to the terms of the Existing Notes Indenture), by the Borrower or any of its Subsidiaries, promptly (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent or the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured PartiesLenders, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by any Loan Party, (ii) deliver to the Collateral Agent the certificates representing such Capital Stock, if any, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, (iii) cause such Subsidiary or Spectrum Entity (A) to become a party to the Guarantee and Collateral Agreement, (B) to take such actions necessary or advisable to grant to the Collateral Agent for the benefit of the Lenders a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such Subsidiary in accordance with the terms of 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 and (C) to deliver to the Collateral 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 the Clearwire International Entities, if any such entity shall at any time after the Closing Date enter into any Guarantee of any Indebtedness of the Borrower or any Domestic Restricted Subsidiary (other than any Clearwire International Entity), promptly (i) execute and deliver to the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of its Subsidiariesthe Lenders, a perfected first priority security interest in the Capital Stock of such Clearwire International Entity, (ii) deliver to the Collateral Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or pledgor of such Subsidiary, as the case may beCapital Stock, (iii) cause such new Subsidiary Clearwire International Entity (A) to become a party to the Guarantee and Collateral Agreement and Agreement, (B) to take such actions reasonably necessary or advisable to grant to the Collateral Agent, Agent for the benefit of the Secured Parties, Lenders a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary (subject to Liens and other matters permitted by Section 6.3 and excluding real property and any interests thereinClearwire International Entity, and Intellectual Property to the extent creation of a security interest therein would be contractually prohibited), including, without limitation, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Collateral Agent and (C) to deliver to the Administrative Agent or a certificate of such Clearwire International Entity, substantially in the Collateral Agentform of Exhibit C, with appropriate insertions and attachments, and (iv) if reasonably requested by the Administrative Agent or the Collateral Agent, deliver to the Administrative Agent and the Collateral Agent legal opinions covering matters consistent with those covered by the opinions delivered by Dechert LLP or the applicable local counsel, as the case may be, on the Closing Date relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent and the Collateral Agent. (cd) With respect to any new Material Foreign Subsidiary and Foreign Subsidiary Holding Company (other than any Clearwire International Entity) created or acquired after the Closing Date by the Borrower or (and which is a direct Subsidiary of) any of its Domestic SubsidiariesLoan Party), promptly (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent or the Collateral Agent deems necessary or advisable in order to grant to the Collateral Agent, for the benefit of the Secured PartiesLenders, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is directly owned by the Borrower or any of its Domestic Subsidiaries such Loan Party (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Foreign Subsidiary or Foreign Subsidiary Holding Company be required to be so pledged (it being understood and agreed that 100% of the total non-voting Capital Stock of any such Subsidiary shall be required to be pledged)), (ii) deliver to the Collateral Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Subsidiary, as the case may berelevant Loan Party, and take such other action as may be necessary or, in the opinion of the Administrative Agent or the Collateral Agent, desirable to perfect the Lien of the Collateral Agent thereonAgent’s security interest therein, and (iii) if requested by the Administrative Agent or the Collateral Agent, deliver to the Administrative Agent and the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent and the Collateral Agent. (d) Notwithstanding the foregoing, the requirements of this Section 5.9 shall not apply to, and the Collateral shall exclude, those assets as to which the Collateral Agent reasonably determines that the costs (time, expense or otherwise) of obtaining a security interest in or Lien upon such assets are excessive in relation to the benefits to the Secured Parties of the security afforded thereby.

Additional Collateral, etc. (a) With respect to any Property acquired after the Closing Date by the Parent Borrower or any of its Material Domestic Subsidiaries (other than (v) any real property (or interest therein), (w) any Intellectual Property to the extent creation of a security interest therein would be contractually prohibited (other than to the extent that any such prohibition would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code of any relevant jurisdiction or any other applicable law or principles of equity), (x) any Property described in paragraph (bc) of this Sectionor (d) below and, (y) any real property and (z) any Property subject to a Lien expressly permitted by Section 6.3(g7.3(g), (l) and (zif such Lien was granted in a transaction comparable to that permitted by Section 7.3(g)), (o) Property acquired or (q) (if such Lien was granted in a transaction comparable to that permitted by a Foreign SubsidiarySection 7.3(g)) as to which the Collateral Administrative Agent, for the benefit of the Secured PartiesLenders, does not have a perfected Lien, promptly (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent or the Collateral Agent deems necessary or advisable in order to grant to the Collateral Administrative Agent, for the benefit of the Secured PartiesLenders, a security interest in such Property and (ii) take all actions necessary or reasonably advisable to grant to the Collateral Administrative Agent, for the benefit of the Secured PartiesLenders, a perfected first priority security interest in such Property (Property, subject to no Liens except as permitted by Section 6.3)7.3, including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent or the Collateral Agent. (b) [Reserved]. (c) With respect to any new Material Domestic Subsidiary of the Borrower created (other than including pursuant to a Foreign Subsidiary or a Foreign Subsidiary Holding CompanyDivision) created or acquired after the Closing Date by the Parent Borrower or any of its Subsidiaries (which, for the purposes of this paragraphparagraph (c), shall include any existing Domestic Subsidiary that (1) becomes or is designated a Material Domestic Subsidiary or (2) ceases to be a Foreign Subsidiary or Holdco and is a Foreign Subsidiary Holding CompanyMaterial Domestic Subsidiary), by the Parent Borrower or any the Subsidiary owning the Capital Stock of its Subsidiaries, such new Material Domestic Subsidiary shall promptly (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent or the Collateral Agent deems necessary or reasonably advisable in order to grant to the Collateral Administrative Agent, for the benefit of the Secured PartiesLenders, a perfected first priority security interest in the Capital Stock of such new Material Domestic Subsidiary that which is owned by the Parent Borrower or any of its Subsidiaries, (ii) deliver to the Collateral 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, (iii) cause such new Material Domestic Subsidiary (A) to become a party to the Guarantee and Collateral Agreement and (B) to take such actions reasonably necessary or reasonably advisable to grant to the Collateral Agent, Administrative Agent for the benefit of the Secured Parties, Lenders a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary (Material Domestic Subsidiary, subject to no Liens and other matters except as permitted by Section 6.3 and excluding real property and any interests therein7.3, and Intellectual Property to the extent creation of a security interest therein would be contractually prohibited), including, without limitation, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent or the Collateral Agent, and (iv) if reasonably requested by the Administrative Agent or the Collateral Agent, deliver to the Administrative Agent and the Collateral Agent legal opinions covering matters consistent with those covered by the opinions delivered by Dechert LLP or the applicable local counsel, as the case may be, on the Closing Date relating to the matters described above, which opinions shall be in form and substancesubstance and with customary exceptions and qualifications, and from counsel, reasonably satisfactory to the Administrative Agent and the Collateral Agent. (cd) With respect to any new Material Foreign Subsidiary and that is a Pledge Eligible Foreign Subsidiary Holding Company (65%) created or acquired after the Closing Date by the Parent Borrower or any of its Subsidiaries (which, for the purposes of this paragraph (d), shall include (1) any existing Foreign Subsidiary or Foreign Subsidiary Holdco that (A) becomes or is designated a Material Foreign Subsidiary that is a Pledge Eligible Foreign Subsidiary (65%) or (B) is a Material Foreign Subsidiary and becomes a Pledge Eligible Foreign Subsidiary (65%) and (2) any Domestic SubsidiariesSubsidiary that becomes a Foreign Subsidiary Holdco that is a Material Foreign Subsidiary that is a Pledge Eligible Foreign Subsidiary (65%)), the Parent Borrower or the Subsidiary owning the Capital Stock of such Material Foreign Subsidiary shall promptly (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent or the Collateral Agent deems necessary or reasonably advisable in order to grant to the Collateral Administrative Agent, for the benefit of the Secured PartiesLenders, a perfected first priority security interest in the Capital Stock of such new Material Foreign Subsidiary that is directly owned by the Parent Borrower or any of its Domestic Subsidiaries (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Material Foreign Subsidiary or Foreign Subsidiary Holding Company be required to be so pledged (it being understood and agreed that 100% of the total non-voting Capital Stock of any such Subsidiary shall be required to be pledged)), (ii) deliver to the Collateral Administrative Agent the certificates representing such Capital Stock, if such Capital Stock is certificated, 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 or the Collateral Agent, desirable to perfect the Lien of the Collateral Administrative Agent thereon, and (iii) if requested by the Administrative Agent or the Collateral Agent, deliver to the Administrative Agent and the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substancesubstance and with customary exceptions and qualifications, and from counsel, reasonably satisfactory to the Administrative Agent and the Collateral Agent. (de) Notwithstanding With respect to any new Material Foreign Subsidiary that is a Pledge Eligible Foreign Subsidiary (100%) created or acquired after the foregoingClosing Date by the Parent Borrower or any of its Subsidiaries (which, for the purposes of this paragraph (e), shall include (1) any existing Foreign Subsidiary or Foreign Subsidiary Holdco that (A) becomes or is designated a Material Foreign Subsidiary that is a Pledge Eligible Foreign Subsidiary (100%) or (B) is a Material Foreign Subsidiary and becomes a Pledge Eligible Foreign Subsidiary (100%) and (2) any existing Domestic Subsidiary that becomes a Foreign Subsidiary Holdco that is a Material Foreign Subsidiary and a Pledge Eligible Foreign Subsidiary (100%)), the requirements Parent Borrower or the Subsidiary owning the Capital Stock of this Section 5.9 such new Material Foreign Subsidiary shall not apply topromptly (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 in order to grant to the Administrative Agent, and for the Collateral shall excludebenefit of the Lenders, those assets as to which the Collateral Agent reasonably determines that the costs (time, expense or otherwise) of obtaining a perfected first priority security interest in the Capital Stock of such new Material Foreign Subsidiary that is owned by the Parent Borrower or Lien upon such assets are excessive in relation any of its Subsidiaries, (ii) deliver to the benefits Administrative Agent the certificates representing such Capital Stock, if such Capital Stock is certificated, 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 Lien of the Administrative Agent thereon, (iii) cause such new Material Foreign Subsidiary (A) to become a party to the Secured Parties Guarantee and Collateral Agreement and (B) to take such actions necessary or reasonably advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected first priority security afforded therebyinterest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Material Foreign Subsidiary, subject to no Liens except as 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, 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 with customary exceptions and qualifications, and from counsel, reasonably satisfactory to the Administrative Agent.

Additional Collateral, etc. (a) With Subject to Section 5.9(d), with respect to any personal Property (other than an Excluded Asset) acquired or created (including by the filing of any applications for the registration or issuance of any Intellectual Property) after the Closing Date by any existing Loan Party, no later than the Borrower next date of delivery of financial statements pursuant to Section 5.1(a) or 5.1(b) covering a period that includes the date of such acquisition or creation of such Property (subject, in each case, to any of its Subsidiaries (other than (vspecific time frame established in the relevant Loan Documents) any real property (or interest therein), (w) any Intellectual Property to such later date as may be agreed by the extent creation of a security interest therein would be contractually prohibited (other than to the extent that any such prohibition would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code of any relevant jurisdiction or any other applicable law or principles of equityAgent), (x) any Property described in paragraph (b) of this Section, (y) any Property subject to a Lien expressly permitted by Section 6.3(g) and (z) Property acquired by a Foreign Subsidiary) as to which the Collateral Agent, for the benefit of the Secured Parties, does not have a perfected Lien, promptly (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement Security Documents (including schedules thereto) or such other documents as the Administrative Agent or the Collateral Agent deems necessary or advisable may reasonably request to grant to the Collateral Agent, for the benefit of the Secured Parties, a security interest in such Property and (iiy) take all actions reasonably necessary or advisable (as determined by the Borrower Representative in good faith) to grant to the Collateral Agent, for the benefit of the Secured Parties, a security interest (subject to Permitted Liens) in such Property to the extent required under the Security Documents (including schedules thereto), including the filing of UCC financing statements or PPSA financing statements in such jurisdictions as may be required by the Security Documents. (b) [reserved] (c) With respect to (x) any new Restricted Subsidiary that would constitute a Subsidiary Guarantor (within the meaning of that term) that is created or acquired after the Closing Date (other than an Excluded Subsidiary) or (y) any previously Excluded Subsidiary that ceases to constitute an Excluded Subsidiary (pursuant to the definition of such term) (including any Immaterial Subsidiary that ceases to constitute an Immaterial Subsidiary or that has been designated by the Borrower Representative to no longer constitute an Immaterial Subsidiary in order to comply with the proviso to the definition thereof) (each such Person, a “Subsequent Required Guarantor”), in each case no later than the next date of delivery of financial statements pursuant to Section 5.1(a) or 5.1(b) covering a period that includes the date on which such Person becomes a Subsequent Required Guarantor (i) execute and deliver to the Agent such amendments to the Security Documents (including schedules thereto) as the Agent reasonably deems necessary to grant to the Agent, for the benefit of the Secured Parties, a perfected first priority security interest in such Property (subject to Liens permitted by Section 6.3Permitted Liens) in the Capital Stock of such Subsequent Required Guarantor (other than to the extent constituting Excluded Assets), including without limitation(ii) deliver to the Agent (x) the certificates, if any, representing such Capital Stock of such Subsequent Required Guarantor constituting certificated securities under the filing UCC or PPSA, as applicable, together with undated stock powers, in blank, to the extent necessary to perfect the Agent’s security interests therein, and (y) any note, instrument or debt security in favor of Uniform Commercial Code financing statements such Subsequent Required Guarantor, endorsed in blank or accompanied by an executed transfer form in blank, in each case executed and delivered by a duly authorized officer of such jurisdictions as may be Subsequent Required Guarantor, in each case to the extent required by the Guarantee and Collateral Agreement Security Documents (in each case to the extent delivery of such endorsements or by law or as may be requested by the Administrative Agent or the Collateral Agent. (b) With respect to any new Subsidiary transfer forms are customary under applicable Requirements of the Borrower (other than a Foreign Subsidiary or a Foreign Subsidiary Holding Company) 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 or a Foreign Subsidiary Holding CompanyLaw), by the Borrower or any of its Subsidiaries, promptly (iiii) execute and deliver cause such Subsequent Required Guarantor (A) to become a party to the Administrative Agent applicable Security Documents and the Collateral Agent (B) to take such amendments to the Guarantee and Collateral Agreement as the Administrative Agent or the Collateral Agent deems actions necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by the Borrower or any of its Subsidiaries, (iisubject to Permitted Liens) deliver to the Collateral Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Subsidiary, as the case may be, (iii) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement and (B) to take such actions reasonably necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement applicable Security Documents with respect to such new Subsidiary (subject to Liens and other matters permitted by Section 6.3 and excluding real property and any interests thereinSubsequent Required Guarantor, including the recording of instruments in the applicable IP Office, if required, and Intellectual Property to the extent creation of a security interest therein would be contractually prohibited), including, without limitation, the filing of Uniform Commercial Code UCC financing statements or PPSA financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent or the Collateral AgentSecurity Documents, and (iv) if reasonably requested by the Administrative Agent or the Collateral Agent, deliver to the Administrative Agent and the Collateral Agent legal opinions covering matters consistent with those covered by the opinions delivered by Dechert LLP or the applicable local counsel, as the case may be, on the Closing Date relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent and the Collateral Agent. (c) With respect to any new Foreign Subsidiary and Foreign Subsidiary Holding Company created or acquired after the Closing Date by the Borrower or any of its Domestic Subsidiaries, promptly (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent or the Collateral Agent deems necessary or advisable in order to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is directly owned by the Borrower or any of its Domestic Subsidiaries (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Foreign Subsidiary or Foreign Subsidiary Holding Company be required to be so pledged (it being understood and agreed that 100% of the total non-voting Capital Stock of any such Subsidiary shall be required to be pledged)), (ii) deliver to the Collateral Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Subsidiary, as the case may be, and take such other action as may be necessary or, in the opinion of the Administrative Agent or the Collateral Agent, desirable to perfect the Lien of the Collateral Agent thereon, and (iii) if requested by the Administrative Agent or the Collateral Agent, deliver to the Administrative Agent and the Collateral Agent customary legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent and the Collateral Agent. (d) Notwithstanding the foregoing, the requirements foregoing provisions of this Section 5.9 or any other provision hereof or of any other Loan Document, (i) no Loan Party shall not apply to, and the Collateral shall exclude, those assets as be required to which the Collateral Agent reasonably determines that the costs (time, expense or otherwise) of obtaining grant a security interest in any Excluded Assets, (ii) except as set forth in clause (iii) below, no Loan Party shall be required to perfect any pledges, security interests and mortgages in the Collateral by any means other than (A) (1) filings pursuant to the Uniform Commercial Code (or Lien upon PPSA) in the office of the Secretary of State (or similar central filing office) of the relevant state, province or territory or filings in respect of the giving of security under Section 427 of the Bank Act (Canada) (or such multiple combination thereof as may be required to achieve perfection), and (2) filings in the applicable IP Offices with respect to intellectual property as expressly required in the Security Documents and (B) subject to the ABL Intercreditor Agreement, any Senior Pari Passu Intercreditor Agreement and any other intercreditor arrangements entered into pursuant to this Agreement, delivery to the Agent of all certificates evidencing Capital Stock of Restricted Subsidiaries required to be delivered in order to perfect the Agent’s security interest therein, intercompany notes and other instruments (including the Subordinated Intercompany Notes) to be held in its possession, in each case, as expressly required in the Security Documents, (iii) subject to Section 2.24, no Loan Party shall be required to enter into any control agreement with respect to any deposit account, securities account, futures account or commodity account, (iv) no Loan Party shall be required to take any action with respect to any assets located outside of the United States or Canada, (v) no Loan Party shall be required to take any actions in any jurisdiction other than the United States or Canada (or any political subdivision thereof) in connection with pledging Collateral or enter into any collateral documents governed by the laws of any country (or any political subdivision thereof) other than the United States or Canada (or any political subdivision thereof), (vi) no Subsidiary described in clause (d) or (e) of the definition of Excluded Subsidiary shall be required to guarantee, or make any payments in respect of any US Borrower Obligations, notwithstanding that such Subsidiary may be or may be required to become a Loan Party hereunder with respect to Obligations other than the US Borrower Obligations, (vii) no Loan Party shall be required to grant a security interest in any Excluded Assets described in clause (8), (13) or (15) of such defined term in respect of any US Borrower Obligations, notwithstanding that a Loan Party may grant or may be required to grant a security interest in such assets are excessive in relation with respect to Obligations other than the US Borrower Obligations, and (viii) no Loan Party shall be required to prepare or deliver any environmental surveys or reports with respect to the benefits to the Secured Parties real property of the security afforded therebyany Group Member.

Additional Collateral, etc. (a) With respect to any Property (other than (i) motor vehicles, (ii) Intellectual Property then required to be disclosed hereunder the perfection of a security interest in which required a filing outside the United States, (iii) Collateral that constitutes equipment subject to a certificate of title statute, fixtures, farm products, as-extracted collateral and cash, (iv) deposit accounts not subject to Control Agreements entered into pursuant to Section 6.9(b) of the Credit Agreement, (v) letter of credit rights with respect to letters of credit individually not exceeding $5,000,000, (vi) any lease, license, contract, property rights or agreement to which the Borrower or any Subsidiary Guarantor is a party, any of Borrower’s or any Subsidiary Guarantor’s rights or interests thereunder or any property to which Borrower or any Subsidiary Guarantor has any right, title or interest which is subject to such lease, license, contract, property right or agreement if and for so long as the grant of such security interest shall, pursuant to the terms of such lease, license, contract, property right or agreement, constitute or result in a default, breach, right of recoupment, claim, defense, termination, right of termination or remedy and such terms are effective under Sections 9-406, 9-407 or 9-408 of the Uniform Commercial Code as in effect in the state of New York from time to time), (vii) equity interests issued by an issuer organized outside of the U.S., the perfection of a security interest in which requires action to be taken outside the U.S. if the cost of taking such action as determined by the Administrative Agent in its reasonable discretion is excessive in relation to the value of such equity interests, and (viii) all real property) acquired after the Closing Date by the Borrower or any of its Restricted Subsidiaries (other than (v) any real property (or interest therein), (w) any Intellectual Property to the extent creation of a security interest therein would be contractually prohibited (other than to the extent that any such prohibition would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code of any relevant jurisdiction or any other applicable law or principles of equity), (x) any Property described in paragraph paragraphs (b), (c) or (d) of this Section, (y) any Property subject to a Lien expressly permitted by Section 6.3(g) Excluded Assets and (z) Property acquired by a Foreign SubsidiaryRestricted Subsidiary that is not a Subsidiary Guarantor) as to which the Collateral Administrative Agent, for the benefit of the Secured Parties, does not have a perfected Lien, promptly (and, in any event, within 90 days following the date of such acquisition) (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent or the Collateral Agent deems reasonably necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the Secured Parties, a security interest in such Property and (ii) take all actions reasonably necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in such Property (subject only to Liens permitted by Section 6.3)7.3) including, including without limitationbut not limited to, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent or the Collateral Agent. (b) Borrower shall and shall cause the Subsidiary Guarantors to, at any time on or after the Closing Date, have at all times, not less than 50% of all cash and Cash Equivalents of Borrower and the Subsidiary Guarantors at any one time subject to a perfected Lien in favor of the Administrative Agent pursuant to the applicable Control Agreements, provided that to the extent not previously delivered, the Borrower shall and shall cause the Subsidiary Guarantors to, obtain and deliver to the Administrative Agent, within ninety (90) days after the Closing Date (or such other time as the Administrative Agent in its sole discretion shall agree) the Control Agreements required hereunder. (c) With respect to any new each Person that now is or hereafter becomes a Subsidiary of the Borrower (other than a except JuJu Media, Inc. and any Excluded Foreign Subsidiary or a Foreign Subsidiary Holding CompanySubsidiary) created or acquired after the Closing Date (which, for the purposes of this paragraph, shall include any existing and with respect to each Subsidiary that ceases to be a an Excluded Foreign Subsidiary or (but continues to be a Foreign Subsidiary Holding CompanySubsidiary), by promptly (and, in any event, within 90 days following such creation or the Borrower or any date of its Subsidiaries, promptly such acquisition) (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent or the Collateral Agent deems reasonably necessary or advisable to grant to the Collateral 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, (ii) deliver to the Collateral 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 Restricted Subsidiary, as the case may be, (iii) cause such new Subsidiary if it is a Restricted Subsidiary (A) to become a party to the Guarantee and Collateral Agreement and the Intellectual Property Security Agreements and (B) to take such actions reasonably necessary or advisable to grant to the Collateral Agent, Administrative Agent for the benefit of the Secured Parties, Parties a perfected first priority security interest (subject only to Liens permitted by Section 7.3) in the Collateral described in the Guarantee and Collateral Agreement and the Intellectual Property Security Agreements with respect to such new Subsidiary (subject to Liens Subsidiary, including the recording of instruments in the United States Patent and other matters permitted Trademark Office and the United States Copyright Office, the execution and delivery by Section 6.3 all necessary Persons of any necessary Control Agreements and excluding real property and any interests therein, and Intellectual Property to the extent creation of a security interest therein would be contractually prohibited), including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement Agreement, the Intellectual Property Security Agreements or by law or as may be requested by the Administrative Agent or the Collateral Agent, and (iv) if reasonably requested by the Administrative Agent or the Collateral Agent, deliver to the Administrative Agent and the Collateral Agent customary legal opinions covering matters consistent with those covered by the opinions delivered by Dechert LLP or the applicable local counsel, as the case may be, on the Closing Date relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent and the Collateral Agent. (cd) With respect to any new Excluded Foreign Subsidiary and Foreign Subsidiary Holding Company created or acquired after the Closing Date by the Borrower or any of its Domestic SubsidiariesSubsidiary Guarantors, promptly (and, in any event, within 90 days following such creation or the date of such acquisition) (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent or the Collateral Agent deems reasonably necessary or advisable in order to grant to the Collateral 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 directly owned by the Borrower or any of its Domestic Subsidiaries Subsidiary Guarantors (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Foreign Subsidiary or Foreign Subsidiary Holding Company be required to be so pledged (it being understood and agreed that 100% of the total non-voting Capital Stock of any such Subsidiary shall be required to be pledged)), (ii) deliver to the Collateral 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 Restricted Subsidiary, as the case may be, and take such other action as may be necessary or, in the opinion of if reasonably requested by the Administrative Agent or the Collateral Agent, desirable to perfect the Lien of the Collateral Administrative Agent thereon, thereon and (iii) if requested by the Administrative Agent or the Collateral Agent, deliver to the Administrative Agent and the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent and the Collateral Agent. (e) Notwithstanding anything to the contrary in this Section 6.9, paragraphs (a), (b), (c) and (d) Notwithstanding the foregoing, the requirements of this Section 5.9 6.9 shall not apply toto any Property, and new Subsidiary or new Excluded Foreign Subsidiary created or acquired after the Collateral shall excludeClosing Date, those assets as applicable, as to which the Collateral Administrative Agent reasonably determines has determined in its sole discretion that the costs (timecollateral value thereof is insufficient to justify the difficulty, time and/or expense or otherwise) of obtaining a security interest in or perfected Lien upon such assets are excessive in relation to the benefits to the Secured Parties of the security afforded therebythereon.

Additional Collateral, etc. (a) With respect to any Property (other than (i) motor vehicles, (ii) Intellectual Property then required to be disclosed hereunder the perfection of a security interest in which required a filing outside the United States, (iii) Collateral that constitutes equipment subject to certificate of title statute, fixtures, farm products, as-extracted collateral and cash, (iv) deposit accounts not subject to Control Agreements entered into pursuant to Section 6.9(b) of the Credit Agreement, (v) letter of credit rights with respect to letters of credit individually not exceeding $5,000,000, (vi) any lease, license, contract, property rights or agreement to which the Borrower or any Subsidiary Guarantor is a party, any of Borrower’s or any Subsidiary Guarantor’s rights or interests thereunder or any property to which Borrower or any Subsidiary Guarantor has any right, title or interest which is subject to such lease, license, contract, property right or agreement if and for so long as the grant of such security interest shall, pursuant to the terms of such lease, license, contract, property right or agreement, constitute or result in a default, breach, right of recoupment, claim, defense, termination, right of termination or remedy and such terms are effective under Sections 9-406, 9-407 or 9-408 of the Uniform Commercial Code as in effect in the state of New York from time to time), (vii) equity interests issued by an issuer organized outside of the U.S., the perfection of a security interest in which requires action to be taken outside the U.S. if the cost of taking such action as determined by the First Lien Agent (or, if none, the Administrative Agent) in its reasonable discretion is excessive in relation to the value of such equity interests, and (viii) all real property) acquired after the Closing Date by the Borrower or any of its Restricted Subsidiaries (other than (v) any real property (or interest therein), (w) any Intellectual Property to the extent creation of a security interest therein would be contractually prohibited (other than to the extent that any such prohibition would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code of any relevant jurisdiction or any other applicable law or principles of equity), (x) any Property described in paragraph paragraphs (b), (c) or (d) of this Section, (y) any Property subject to a Lien expressly permitted by Section 6.3(g) Excluded Assets and (z) Property acquired by a Foreign SubsidiaryRestricted Subsidiary that is not a Subsidiary Guarantor) as to which the Collateral Administrative Agent, for the benefit of the Secured Parties, does not have a perfected Lien, promptly (and, in any event, within 90 days following the date of such acquisition) (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent or the Collateral Agent deems reasonably necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the Secured Parties, a security interest in such Property and (ii) take all actions reasonably necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the Secured Parties, a perfected first second priority security interest in such Property (subject only to the first priority Liens securing the First Lien Obligations and Liens permitted by Section 6.37.3), including without limitationincluding, but not limited to, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent or the Collateral Agent. (b) Borrower shall and shall cause the Subsidiary Guarantors to, at any time on or after the Closing Date, have at all times, not less than 50% of all cash and Cash Equivalents of Borrower and the Subsidiary Guarantors at any one time subject to a perfected Lien in favor of the Administrative Agent pursuant to the applicable Control Agreements, provided that to the extent not previously delivered, the Borrower shall and shall cause the Subsidiary Guarantors to, obtain and deliver to the Administrative Agent, within ninety (90) days after the Closing Date (or such other time as the Administrative Agent in its sole discretion shall agree) the Control Agreements required hereunder. (c) With respect to any new each Person that now is or hereafter becomes a Subsidiary of the Borrower (other than a except JuJu Media, Inc. and any Excluded Foreign Subsidiary or a Foreign Subsidiary Holding CompanySubsidiary) created or acquired after the Closing Date (which, for the purposes of this paragraph, shall include any existing and with respect to each Subsidiary that ceases to be a an Excluded Foreign Subsidiary or (but continues to be a Foreign Subsidiary Holding CompanySubsidiary), by promptly (and, in any event, within 90 days following such creation or the Borrower or any date of its Subsidiaries, promptly such acquisition) (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent or the Collateral Agent deems reasonably necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the Secured Parties, a perfected first second priority security interest (subject to the first priority Liens securing the First Lien Obligations) in the Capital Stock of such new Subsidiary that is owned by the Borrower or any of its Restricted Subsidiaries, (ii) subject to the requirements of the Intercreditor Agreement, deliver to the Collateral First Lien Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Restricted Subsidiary, as the case may be, (iii) cause such new Subsidiary if it is a Restricted Subsidiary (A) to become a party to the Guarantee and Collateral Agreement and the Intellectual Property Security Agreements and (B) to take such actions reasonably necessary or advisable to grant to the Collateral Agent, Administrative Agent for the benefit of the Secured Parties, Parties a perfected first second priority security interest (subject only to the first priority Liens securing the First Lien Obligations and Liens permitted by Section 7.3) in the Collateral described in the Guarantee and Collateral Agreement and the Intellectual Property Security Agreements with respect to such new Subsidiary (subject to Liens Subsidiary, including the recording of instruments in the United States Patent and other matters permitted Trademark Office and the United States Copyright Office, the execution and delivery by Section 6.3 all necessary Persons of any necessary Control Agreements and excluding real property and any interests therein, and Intellectual Property to the extent creation of a security interest therein would be contractually prohibited), including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement Agreement, the Intellectual Property Security Agreements or by law or as may be requested by the Administrative Agent or the Collateral Agent, and (iv) if reasonably requested by the Administrative Agent or the Collateral Agent, deliver to the Administrative Agent and the Collateral Agent customary legal opinions covering matters consistent with those covered by the opinions delivered by Dechert LLP or the applicable local counsel, as the case may be, on the Closing Date relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent and the Collateral Agent. (cd) With respect to any new Excluded Foreign Subsidiary and Foreign Subsidiary Holding Company created or acquired after the Closing Date by the Borrower or any of its Domestic SubsidiariesSubsidiary Guarantors, promptly (and, in any event, within 90 days following such creation or the date of such acquisition) (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent or the Collateral Agent deems reasonably necessary or advisable in order to grant to the Collateral Administrative Agent, for the benefit of the Secured Parties, a perfected first second priority security interest (subject to the first priority Liens securing the First Lien Obligations) in the Capital Stock of such new Subsidiary that is directly owned by the Borrower or any of its Domestic Subsidiaries Subsidiary Guarantors (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Foreign Subsidiary or Foreign Subsidiary Holding Company be required to be so pledged (it being understood and agreed that 100% of the total non-voting Capital Stock of any such Subsidiary shall be required to be pledged)), (ii) subject to the requirements of the Intercreditor Agreement, deliver to the Collateral First Lien Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Restricted Subsidiary, as the case may be, and take such other action as may be necessary or, in the opinion of if reasonably requested by the Administrative Agent or the Collateral Agent, desirable to perfect the Lien of the Collateral Administrative Agent thereon, thereon and (iii) if requested by the Administrative Agent or the Collateral Agent, deliver to the Administrative Agent and the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent and the Collateral Agent. (e) Notwithstanding anything to the contrary in this Section 6.9, paragraphs (a), (b), (c) and (d) Notwithstanding the foregoing, the requirements of this Section 5.9 6.9 shall not apply toto any Property, and new Subsidiary or new Excluded Foreign Subsidiary created or acquired after the Collateral shall excludeClosing Date, those assets as applicable, as to which the Collateral First Lien Agent reasonably determines (or, if none, the Administrative Agent) has determined in its sole discretion that the costs (timecollateral value thereof is insufficient to justify the difficulty, time and/or expense or otherwise) of obtaining a security interest in or perfected Lien upon such assets are excessive in relation to the benefits to the Secured Parties of the security afforded therebythereon.

Additional Collateral, etc. (a) With respect to any personal Property acquired after the Closing Date by the Borrower or any of its Restricted Subsidiaries (other than (v) any real property (or interest therein), (w) any Intellectual Property constituting possessory collateral required to the extent creation of a security interest therein would be contractually prohibited (other than delivered to the extent that any such prohibition would be rendered ineffective Administrative Agent pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code of any relevant jurisdiction other provision hereof or any other applicable law Loan Document, and any collateral accounts required to be created under this Agreement or principles of equity), any other Loan Document (but specifically excluding (x) any Property Collateral described in paragraph clauses (b), (c) or (d) of this SectionSection 5.9, (y) any Property Collateral subject to a Lien expressly permitted by Section Sections 6.3(f) and 6.3(g) (but only for so long as so subject), and (z) Property Collateral acquired by an Excluded Foreign Subsidiary or a Foreign Subsidiary) U.S. Holding Company), as to which the Collateral Administrative Agent, for the benefit of the Secured Parties, does not have a perfected Liensecurity 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 and the Collateral Agent such amendments to the Guarantee Guaranty and Collateral Agreement or such other documents as the Administrative Agent or the Collateral Agent deems necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the Secured Parties, a security interest in such Property Collateral, and (ii) take all actions necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the Secured Parties, a perfected first priority First Priority security interest in such Property (subject to Liens permitted by Section 6.3)Collateral, including without limitation, the filing of Uniform Commercial Code UCC financing statements in such jurisdictions as may be required by the Guarantee Guaranty and Collateral Agreement or by law or as may be requested by the Administrative Agent or the Collateral Agent. (b) With respect to any new Subsidiary of the Borrower (other than a Foreign Subsidiary or a Foreign Subsidiary Holding Company) created or fee Real Estate Asset acquired after the Closing Date (which, for the purposes of this paragraph, shall include any existing Subsidiary that ceases to be a Foreign Subsidiary or a Foreign Subsidiary Holding Company), by the Borrower or any of its SubsidiariesRestricted Subsidiaries after the Closing Date having a value (together with improvements thereof) of at least $2,500,000 (other than with respect to any such Real Estate Asset, (w) owned by an Excluded Foreign Subsidiary, or owned by a new Subsidiary subject to the requirements of Section 5.9(c), (x) subject to a Lien expressly permitted by Sections 6.3(f) or 6.3(g) (but only for so long as so subject), (y) owned by any UA Subsidiary solely during the period that the UA Pass-Through Certificates Restriction is in effect, or (z) subject to a contract for sale within 45 days after acquisition; provided that, if such sale is not ultimately consummated within a reasonable period thereafter, the provisions of this Section 5.9(b) shall become applicable), promptly (and, in any event, within 45 days following the date of such acquisition or such later date permitted by Administrative Agent): (i) execute and deliver a First Priority Mortgage (subject only to the Permitted Liens) in favor of Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent or the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of covering such new Subsidiary that is owned by the Borrower or any of its SubsidiariesReal Estate Asset, (ii) deliver if requested by Administrative Agent, provide the Secured Parties with (x) title insurance covering such real property complying with the provisions of Schedule 5.9(b), in an amount at least equal to the Collateral Agent the certificates representing purchase price of such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower real property (or such Subsidiary, other amount as the case may be, (iiishall be reasonably specified by Administrative Agent) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement and (By) to take such actions reasonably necessary or advisable to grant to the Collateral if requested by Administrative Agent, for Phase I environmental reports (and where appropriate based on the benefit results of such Phase I environmental reports and at the Secured Partiesreasonable request of Administrative Agent, a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement Phase II environmental reports) with respect to such new Subsidiary (subject to Liens and other matters permitted by Section 6.3 and excluding real property and any interests thereinReal Estate Asset, and Intellectual Property to the extent creation of a security interest therein would be contractually prohibited), including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent or the Collateral Agent, and (iv) if reasonably requested by the Administrative Agent or the Collateral Agent, deliver to the Administrative Agent and the Collateral Agent legal opinions covering matters consistent with those covered by the opinions delivered by Dechert LLP or the applicable local counsel, as the case may be, on the Closing Date relating to the matters described above, which opinions shall be all in form and substance, and from counsel, substance reasonably satisfactory to the Administrative Agent and the Collateral Agent. (c) With respect to any new Foreign Subsidiary and Foreign Subsidiary Holding Company created or acquired after the Closing Date by the Borrower or any of its Domestic Subsidiaries, promptly (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent or the Collateral Agent deems necessary or advisable in order to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is directly owned by the Borrower or any of its Domestic Subsidiaries (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Foreign Subsidiary or Foreign Subsidiary Holding Company be required to be so pledged (it being understood and agreed that 100% of the total non-voting Capital Stock of any such Subsidiary shall be required to be pledged)), (ii) deliver to the Collateral Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Subsidiary, as the case may be, and take such other action as may be necessary or, in the opinion of the Administrative Agent or the Collateral Agent, desirable to perfect the Lien of the Collateral Agent thereon, and ; (iii) if requested by the Administrative Agent or the Collateral Agent, deliver to the Administrative Agent and the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to Administrative Agent and (iv) a flood hazard certificate with respect to such Real Estate Assets and if such Real Estate Asset is a Flood Hazard Property, evidence of flood insurance with respect to each Flood Hazard Property that is located in a community that participates in the National Flood Insurance Program, in each case in compliance with any applicable regulations of the Board of Governors of the Federal Reserve System, in form and substance reasonably satisfactory to Administrative Agent. In addition to the foregoing, 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 new 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 during the period that the UA Pass-Through Certificates Restriction is in effect, 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 the UA Pass-Through Certificates Restriction is not in effect, 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 3090 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, except solely with respect to (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 Borrower or any of its Restricted Subsidiaries, (ii) deliver to Administrative Agent the certificates (if any) representing such Capital Stock, together with undated stock powers, indorsed in blank and delivered by an Authorized Officer of Borrower or such Restricted Subsidiary, as the case may be, and (iii) cause such new Subsidiary to become party to the Guaranty and Collateral Agreement as a Guarantor thereunder, (B) promptly (and, in any event, within 45 days following the date of such acquisition or such later date as permitted by Administrative Agent) (I) execute and deliver a First Priority Mortgage (subject to Permitted Liens) in favor of Administrative Agent, for the benefit of the Secured Parties, covering any fee-owned Real Estate Asset of such Subsidiary having a fair market value (together with improvements thereof) of at least $2,500,000 (other than Real Estate Assets subject to a Lien expressly permitted by Sections 6.3(f) or 6.3(g) (but only for so long as so subject)) that is not subject to a contract for sale within 45 days following the date of acquisition, provided that, if such sale is not ultimately consummated within a reasonable period thereafter, delivery of such First Priority Mortgage shall thereafter be required in accordance with the provisions of this Section 5.9(c), and (II) if requested by Administrative Agent, provide the Secured Parties with (x) title insurance covering such Real Estate Asset in an amount at least equal to the purchase price of such real property (or such other amount as shall be reasonably specified by Administrative Agent) complying with the provisions of Schedule 5.9(b) together with any consents or estoppels deemed necessary or advisable by Administrative Agent in connection with such Mortgage, each of the foregoing in form and substance reasonably satisfactory to Administrative Agent and (y) Phase I environmental reports (and where appropriate based upon such Phase I environmental reports and at the reasonable request of Administrative Agent, Phase II environmental reports) with respect to such real property, all in form and substance reasonably satisfactory to Administrative Agent; and (Cand (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 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 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 Borrower or any Guarantor (provided that, in no event shall more than 65% of the total outstanding Capital Stock of any 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, as the case may be, and take such other action as may be 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 matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to Administrative Agent. (e) Notwithstanding anything to the foregoingcontrary in this Section 5.9, the requirements clauses (a), (b), (c) and (d) of this Section 5.9 shall not apply toto any Property, and new Subsidiary or, new Excluded Foreign Subsidiary or new U.S. Holding Company created or acquired after the Collateral shall excludeClosing Date, those assets as applicable, as to which the Collateral Administrative Agent reasonably determines has determined in its sole discretion that the costs (timecollateral value thereof is insufficient to justify the difficulty, time and/or expense or otherwise) of obtaining a perfected security interest in or Lien upon such assets are excessive in relation to the benefits to the Secured Parties of the security afforded therebytherein.

Additional Collateral, etc. (a) With respect to any personal Property acquired after the Closing Date by Parent, Holdings, the Borrower or any of its Parent’s Wholly Owned Subsidiaries (other than (v) any real property (or interest therein), (w) any Intellectual Property to the extent creation of a security interest therein would be contractually prohibited (other than to the extent that any such prohibition would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code of any relevant jurisdiction or any other applicable law or principles of equity), (x) any personal Property described in paragraph (bc) of this Section, (yx) any Property subject to a Lien expressly permitted by Section 6.3(gclauses 7.4(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 Foreign SubsidiaryContractual 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 Collateral Administrative Agent, for the benefit of the Secured PartiesLenders, does not have a perfected Lien, promptly promptly, and in any event on or prior to 30 days after such acquisition (or such longer period as the Administrative Agent may agree in its reasonable discretion) (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent or the Collateral Agent reasonably deems necessary or advisable to grant to the Collateral 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 Collateral Administrative Agent, for the benefit of the Secured PartiesLenders, a perfected first priority security interest in Lien on such Property that is prior and superior in right to any other Person (subject to other than Persons holding Permitted Liens or other encumbrances or rights permitted by Section 6.3hereunder), 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 or the Collateral Agent. (b) With respect to any new Subsidiary 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 7.4), 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 Mortgage that is prior and superior in right to any other Person (other than Persons holding Permitted Liens or other encumbrances or rights permitted hereunder) 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 that the Lien of the Mortgage upon such Real Property is prior and superior in right to any other Person (other than Persons holding Permitted Liens or other encumbrances or rights permitted hereunder) 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 a Foreign Subsidiary Holding Companyan 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 a an Excluded Foreign Subsidiary or a Foreign Subsidiary Holding Companyan Inactive Subsidiary), by the Borrower Parent or any of its Wholly Owned Subsidiaries, promptly 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 and the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent or the Collateral Agent deems necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the Secured PartiesLenders, a perfected first priority security interest Lien that is prior and superior in right to any other Person (other than Persons holding Permitted Liens or other encumbrances or rights permitted hereunder) in the Capital Stock of such new Wholly Owned Subsidiary that is owned by the Borrower Parent or any of its Wholly Owned Subsidiaries, (ii) deliver to the Collateral First Lien Administrative Agent or 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 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) to become a party to the Guarantee and Collateral Agreement and (B) to take such actions reasonably necessary or advisable to grant to the Collateral Agent, Administrative Agent for the benefit of the Secured Parties, Lenders a perfected first priority security interest Lien that is prior and superior in right to any other Person (other than Persons holding Permitted Liens or other encumbrances or rights permitted hereunder) in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary (subject to Liens and other matters permitted by Section 6.3 and excluding real property and any interests therein, and Intellectual Property to the extent creation of a security interest therein would be contractually prohibited)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 or the Collateral Agent, and (iv) if reasonably requested by the Administrative Agent or the Collateral Agent, deliver to the Administrative Agent and the Collateral Agent legal opinions covering matters consistent with those covered by the opinions delivered by Dechert LLP or the applicable local counsel, as the case may be, on the Closing Date relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent and the Collateral Agent. (c) With respect to any new Foreign Subsidiary and Foreign Subsidiary Holding Company created or acquired after the Closing Date by the Borrower or any of its Domestic Subsidiaries, promptly (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent or the Collateral Agent deems necessary or advisable in order to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is directly owned by the Borrower or any of its Domestic Subsidiaries (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Foreign Subsidiary or Foreign Subsidiary Holding Company be required to be so pledged (it being understood and agreed that 100% of the total non-voting Capital Stock of any such Subsidiary shall be required to be pledged)), (ii) deliver to the Collateral Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Subsidiary, as the case may be, and take such other action as may be necessary or, in the opinion of the Administrative Agent or the Collateral Agent, desirable to perfect the Lien of the Collateral Agent thereon, and (iii) if requested by the Administrative Agent or the Collateral Agent, deliver to the Administrative Agent and the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent and the Collateral Agent. (d) With respect to 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 Lien that is prior and superior in right to any other Person (other than Persons holding Permitted Liens or other encumbrances or rights permitted hereunder) in the Capital Stock of such Person that is owned by Parent or any of its Wholly Owned Subsidiaries, (ii) deliver to the First Lien Administrative Agent or 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 Lien that is prior and superior in right to any other Person (other than Persons holding Permitted Liens or other encumbrances or rights permitted hereunder) 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 Lien that is prior and superior in right to any other Person (other than Persons holding Permitted Liens or other encumbrances or rights permitted hereunder) 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 First Lien Administrative Agent or 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 foregoing, the requirements provisions of this Section 5.9 Section, (i) Parent shall not apply tobe required to create, and the Collateral shall excludeor to cause its Wholly Owned Subsidiaries to create, those assets as to which the Collateral Agent reasonably determines that the costs (time, expense or otherwise) of obtaining a security interest in or Lien upon such assets are excessive in relation the Capital Stock of any Wholly Owned Subsidiary acquired after the date hereof to the benefits 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 Secured Parties Partnership Parks Agreements shall be expressly excluded from, and shall not be subject to, any provisions of this Section 6.6 so long as the creation of a security afforded therebyinterest 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 Property acquired after the Closing Date by the Parent Borrower or any of its Material Domestic Subsidiaries (other than (v) any real property (or interest therein), (w) any Intellectual Property to the extent creation of a security interest therein would be contractually prohibited (other than to the extent that any such prohibition would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code of any relevant jurisdiction or any other applicable law or principles of equity), (x) any Property described in paragraph (b) of this Sectionor (c) below, (y) any real property and (z) any Property subject to a Lien expressly permitted by Section 6.3(g7.3(g), (l) and (zif such Lien was granted in a transaction comparable to that permitted by Section 7.3(g)), (o) Property acquired or (q) (if such Lien was granted in a transaction comparable to that permitted by a Foreign SubsidiarySection 7.3(g)) as to which the Collateral Administrative Agent, for the benefit of the Secured PartiesLenders, does not have a perfected Lien, promptly (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent or the Collateral Agent deems necessary or advisable in order to grant to the Collateral Administrative Agent, for the benefit of the Secured PartiesLenders, a security interest in such Property and (ii) take all actions necessary or reasonably advisable to grant to the Collateral Administrative Agent, for the benefit of the Secured PartiesLenders, a perfected first priority security interest in such Property (Property, subject to no Liens except as permitted by Section 6.3)7.3, including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent or the Collateral Agent. (b) With respect to any new Material Domestic Subsidiary of the Borrower created (other than including pursuant to a Foreign Subsidiary or a Foreign Subsidiary Holding CompanyDivision) created or acquired after the Closing Date by the Parent Borrower or any of its Subsidiaries (which, for the purposes of this paragraphparagraph (b), shall include any existing Domestic Subsidiary that (1) becomes or is designated a Material Domestic Subsidiary or (2) ceases to be a Foreign Subsidiary or Holdco and is a Foreign Subsidiary Holding CompanyMaterial Domestic Subsidiary), by the Parent Borrower or any the Subsidiary owning the Capital Stock of its Subsidiaries, such new Material Domestic Subsidiary shall promptly (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent or the Collateral Agent deems necessary or reasonably advisable in order to grant to the Collateral Administrative Agent, for the benefit of the Secured PartiesLenders, a perfected first priority security interest in the Capital Stock of such new Material Domestic Subsidiary that which is owned by the Parent Borrower or any of its Subsidiaries, (ii) deliver to the Collateral 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, (iii) cause such new Material Domestic Subsidiary (A) to become a party to the Guarantee and Collateral Agreement and (B) to take such actions reasonably necessary or reasonably advisable to grant to the Collateral Agent, Administrative Agent for the benefit of the Secured Parties, Lenders a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary (Material Domestic Subsidiary, subject to no Liens and other matters except as permitted by Section 6.3 and excluding real property and any interests therein7.3, and Intellectual Property to the extent creation of a security interest therein would be contractually prohibited), including, without limitation, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent or the Collateral Agent, and (iv) if reasonably requested by the Administrative Agent or the Collateral Agent, deliver to the Administrative Agent and the Collateral Agent legal opinions covering matters consistent with those covered by the opinions delivered by Dechert LLP or the applicable local counsel, as the case may be, on the Closing Date relating to the matters described above, which opinions shall be in form and substancesubstance and with customary exceptions and qualifications, and from counsel, reasonably satisfactory to the Administrative Agent and the Collateral Agent. (c) With respect to any new Material Foreign Subsidiary and that is a Pledge Eligible Foreign Subsidiary Holding Company (65%) created or acquired after the Closing Date by the Parent Borrower or any of its Subsidiaries (which, for the purposes of this paragraph (c), shall include (1) any existing Foreign Subsidiary or Foreign Subsidiary Holdco that (A) becomes or is designated a Material Foreign Subsidiary that is a Pledge Eligible Foreign Subsidiary (65%) or (B) is a Material Foreign Subsidiary and becomes a Pledge Eligible Foreign Subsidiary (65%) and (2) any Domestic SubsidiariesSubsidiary that becomes a Foreign Subsidiary Holdco that is a Material Foreign Subsidiary that is a Pledge Eligible Foreign Subsidiary (65%)), the Parent Borrower or the Subsidiary owning the Capital Stock of such Material Foreign Subsidiary shall promptly (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent or the Collateral Agent deems necessary or reasonably advisable in order to grant to the Collateral Administrative Agent, for the benefit of the Secured PartiesLenders, a perfected first priority security interest in the Capital Stock of such new Material Foreign Subsidiary that is directly owned by the Parent Borrower or any of its Domestic Subsidiaries (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Material Foreign Subsidiary or Foreign Subsidiary Holding Company be required to be so pledged (it being understood and agreed that 100% of the total non-voting Capital Stock of any such Subsidiary shall be required to be pledged)), (ii) deliver to the Collateral Administrative Agent the certificates representing such Capital Stock, if such Capital Stock is certificated, 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 or the Collateral Agent, desirable to perfect the Lien of the Collateral Administrative Agent thereonxxxxxxx, and (iii) if requested by the Administrative Agent or the Collateral Agent, deliver to the Administrative Agent and the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substancesubstance and with customary exceptions and qualifications, and from counsel, reasonably satisfactory to the Administrative Agent and the Collateral Agent. (d) Notwithstanding With respect to any new Material Foreign Subsidiary that is a Pledge Eligible Foreign Subsidiary (100%) created or acquired after the foregoingClosing Date by the Parent Borrower or any of its Subsidiaries (which, for the purposes of this paragraph (d), shall include (1) any existing Foreign Subsidiary or Foreign Subsidiary Holdco that (A) becomes or is designated a Material Foreign Subsidiary that is a Pledge Eligible Foreign Subsidiary (100%) or (B) is a Material Foreign Subsidiary and becomes a Pledge Eligible Foreign Subsidiary (100%) and (2) any existing Domestic Subsidiary that becomes a Foreign Subsidiary Holdco that is a Material Foreign Subsidiary and a Pledge Eligible Foreign Subsidiary (100%)), the requirements Parent Borrower or the Subsidiary owning the Capital Stock of this Section 5.9 such new Material Foreign Subsidiary shall not apply topromptly (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 in order to grant to the Administrative Agent, and for the Collateral shall excludebenefit of the Lenders, those assets as to which the Collateral Agent reasonably determines that the costs (time, expense or otherwise) of obtaining a perfected first priority security interest in the Capital Stock of such new Material Foreign Subsidiary that is owned by the Parent Borrower or Lien upon such assets are excessive in relation any of its Subsidiaries, (ii) deliver to the benefits Administrative Agent the certificates representing such Capital Stock, if such Capital Stock is certificated, 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 Lien of the Administrative Agent thereon, (iii) cause such new Material Foreign Subsidiary (A) to become a party to the Secured Parties Guarantee and Collateral Agreement and (B) to take such actions necessary or reasonably advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected first priority security afforded therebyinterest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Material Foreign Subsidiary, subject to no Liens except as 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, 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 with customary exceptions and qualifications, and from counsel, reasonably satisfactory to the Administrative Agent.

Additional Collateral, etc. (a) With respect to any Property acquired after the Closing Restatement Effective Date by the Borrower or any of its Subsidiaries Group Member (other than (v) any real property (or interest therein), (w) any Intellectual Property to the extent creation of a security interest therein would be contractually prohibited (other than to the extent that acquired by any such prohibition would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 Canadian Subsidiary of the Uniform Commercial Code of any relevant jurisdiction or any other applicable law or principles of equity), Borrower (including WSCA) (x) any Property described in paragraph (bc), paragraph (d) or paragraph (e) of this Section, (y) any Property subject to a Lien expressly permitted by Section 6.3(g7.3(g) and (z) any Property acquired by a an Excluded Foreign Subsidiary) as to which the Collateral Administrative Agent, for the benefit of the Secured Parties, does not have a perfected Lien, promptly (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement, the Canadian Guarantee and Collateral Agreement or such other documents as the Administrative Agent or the Collateral Agent deems necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the Secured Parties, a security interest in such Property and (ii) take all actions necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in such Property (subject to Liens permitted by Section 6.3other than Vehicles located in the United States and insurance located in Canada), including without limitation, the filing of Uniform Commercial Code financing statements under the UCC and other applicable Personal Property Security Legislation in such jurisdictions as may be required by the Guarantee and Collateral Agreement, the Canadian Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent or the Collateral Agent. (b) With respect to any Property acquired by any Canadian Subsidiary of the Borrower (including WSCA) (other than (x) any Property described in paragraph (c), paragraph (d) or paragraph (e) of this Section and (y) any Property subject to a Lien expressly permitted by Section 7.3(g)) as to which the Administrative Agent for the benefit of the Canadian Secured Parties does not have a perfected Lien, promptly (i) execute and deliver to the Administrative Agent such amendments to the Canadian 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 Canadian Secured Parties, a security interest in such Property and (ii) take all actions necessary or advisable to grant to the Administrative Agent or the Canadian Secured Parties, as applicable, a perfected first priority security interest in such Property (other than insurance located in Canada), including without limitation, the filing of financing statements applicable Personal Property Security Legislation in such jurisdictions as may be required by the Canadian Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent. (c) With respect to any fee interest (or leasehold interest, to the extent such leasehold is created under a triple net ground lease or similar transaction) in any real property having a value (together with improvements thereof) of at least $250,000 acquired after the Restatement Effective Date by any Group Member (other than any such real property owned by an Excluded Foreign Subsidiary (including WSCA and its Subsidiaries) or subject to a Lien expressly permitted by Section 7.3(g)), promptly (i) execute and deliver a first priority Mortgage (except for Permitted Liens and Liens otherwise allowed under the Mortgages) in favor of the Administrative Agent, for the benefit of the Secured Parties, covering such real property, (ii) if requested by the Administrative Agent, provide the Lenders with (x) title and extended coverage insurance, complying with the provisions of Section 5.1(n), 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 complying with the provisions of Section 5.1(m), 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 to the extent that such consents or estoppels may be obtained using reasonable efforts without payment of money and without obligation to commence litigation, 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 fee interest (or leasehold interest, to the extent such leasehold is created under a triple net ground lease or similar transaction) in any real property having a value (together with improvements thereof) of at least $250,000 acquired by any Canadian Subsidiary of the Borrower (including WSCA) (other than any such real property subject to a Lien expressly permitted by Section 7.3(g)), promptly (i) execute and deliver a first priority Mortgage (except for Permitted Liens and Liens otherwise allowed under the Mortgages) in favor of the Administrative Agent, for the benefit of the Canadian Secured Parties, covering such real property, (ii) if requested by the Administrative Agent, provide the Canadian Secured Parties with a satisfactory title opinion covering such real property and any consents or estoppels reasonably deemed necessary or advisable by the Administrative Agent in connection with such Mortgage to the extent that such consents or estoppels may be obtained using reasonable efforts without payment of money and without obligation to commence litigation, 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. (e) With respect to any new Subsidiary of the Borrower (other than a an Excluded Foreign Subsidiary or a Foreign Subsidiary Holding Company(including WSCA and its Subsidiaries)) created or acquired after the Closing Restatement Effective Date (which, for the purposes of this paragraph, shall include any existing Subsidiary of the Borrower that ceases to be a an Excluded Foreign Subsidiary or a Foreign Subsidiary Holding CompanySubsidiary), by the Borrower or any of its SubsidiariesGroup Member, promptly (i) execute and deliver to the Administrative Agent such amendments to the Security Documents as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by any Group Member, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the applicable Group Member, (iii) cause such new Subsidiary (A) to become a party to the applicable Security Documents and (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties a perfected first priority security interest in the Collateral described in the Security Documents with respect to such new Subsidiary, including, without limitation, the recording of instruments in the United States Patent and Trademark Office, the United States Copyright Offices and the Collateral Canadian Intellectual Property Office, the execution and delivery by all necessary persons of control agreements, and the filing of financing statements under applicable Personal Property Security Legislation in such jurisdictions as may be required by the Security Documents or by law or as may be requested by the Administrative Agent, and (iv) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. (f) With respect to any Excluded Foreign Subsidiary created or acquired after the Restatement Effective Date by the Borrower or any of its Subsidiaries (other than by any Excluded Foreign Subsidiary (including WSCA and its 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 or the Collateral Agent deems necessary or advisable in order to grant to the Collateral 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 (other than any Excluded Foreign Subsidiaries), (provided that in no event shall more than 65% of the total outstanding Capital Stock of any such Excluded Foreign Subsidiary be required to be so pledged), (ii) deliver to the Collateral Administrative Agent the certificates representing such Capital Stock, together with irrevocable proxies, undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Subsidiary, as the case may be, (iii) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement and (B) to take such actions reasonably necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary (subject to Liens and other matters permitted by Section 6.3 and excluding real property and any interests therein, and Intellectual Property to the extent creation of a security interest therein would be contractually prohibited), including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent or the Collateral Agent, and (iv) if reasonably requested by the Administrative Agent or the Collateral Agent, deliver to the Administrative Agent and the Collateral Agent legal opinions covering matters consistent with those covered by the opinions delivered by Dechert LLP or the applicable local counsel, as the case may be, on the Closing Date relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent and the Collateral Agent. (c) With respect to any new Foreign Subsidiary and Foreign Subsidiary Holding Company created or acquired after the Closing Date by the Borrower or any of its Domestic Subsidiaries, promptly (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent or the Collateral Agent deems necessary or advisable in order to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is directly owned by the Borrower or any of its Domestic Subsidiaries (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Foreign Subsidiary or Foreign Subsidiary Holding Company be required to be so pledged (it being understood and agreed that 100% of the total non-voting Capital Stock of any such Subsidiary shall be required to be pledged)), (ii) deliver to the Collateral Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Subsidiary, as the case may beGroup Member, and take such other action as may be necessary or, in the opinion of the Administrative Agent or the Collateral Agent, desirable to perfect the Lien of the Collateral Administrative Agent thereon, and (iii) if requested by the Administrative Agent or the Collateral Agent, deliver to the Administrative Agent and the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent and the Collateral Agent. (g) Notwithstanding anything to the contrary in this Section 6.10, with respect to any leasehold interest required to be encumbered with a first priority Mortgage pursuant to paragraphs (c) or (d) Notwithstanding the foregoing, the requirements of this Section 5.9 6.10, (i) the Borrower shall use commercially reasonable efforts (excluding commencing litigation) to obtain (y) (1) a memorandum or notice of lease in recordable (or registerable) form with respect to such leasehold interest, executed and acknowledged by the lessor of such leasehold interest, or (2) evidence that the applicable lease with respect to such leasehold interest or a memorandum or notice thereof has been recorded (or registered) in all places necessary, in the Administrative Agent’s reasonable judgment, to give constructive notice to third-party purchasers of such leasehold interest, and (z) any lessor consent or approval of such Mortgage as may be required pursuant to the terms of the applicable lease with respect to such leasehold interest, and (ii) if the Borrower shall fail to obtain the documents referred to in clauses (y) or (z) above with respect to any such leasehold interest, after using commercially reasonable efforts to do so, the Borrower shall have no further obligation to comply with paragraphs (c) or (d) of this Section 6.10 with respect to the applicable leasehold interest. The Borrower shall promptly, upon request, provide the Administrative Agent with a report in reasonable detail summarizing the commercially reasonable efforts undertaken to obtain the items referenced in this Section 6.10(g). (h) Notwithstanding anything to the contrary in this Sxxxxxx 0.00, xxxxxxxxxx (x), (x), (x), (x), (x) and (f) of this Section 6.10 shall not apply toto any Property, and new Subsidiary of the Collateral shall excludeBorrower or new Excluded Foreign Subsidiary created or acquired after the Restatement Effective Date, those assets as applicable, as to which the Collateral Administrative Agent reasonably determines has determined in its sole discretion that the costs (timecollateral value thereof is insufficient to justify the difficulty, time and/or expense or otherwise) of obtaining a perfected security interest in or Lien upon such assets are excessive in relation to the benefits to the Secured Parties of the security afforded therebytherein.

Additional Collateral, etc. (a) With respect to any Property property acquired after the Closing Date with a fair market value in excess of $500,000 by the Borrower or any of its Domestic Subsidiaries (other than (vw) any real property described in paragraph (or interest thereinb), (wc) any Intellectual Property to the extent creation of a security interest therein would be contractually prohibited or (other than to the extent that any such prohibition would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code of any relevant jurisdiction or any other applicable law or principles of equity)d) below, (x) any Property described in paragraph (b) of this Section, (y) any Property property subject to a Lien expressly permitted by Section 6.3(g7.3(g), (y) property acquired by any Unrestricted Subsidiary or Joint Venture and (z) Property acquired by acquisition of any additional interest in Dxxxx International Pet Products LLC to the extent its limited liability company agreement prohibits the granting of a Foreign Subsidiarysecurity interest in its limited liability interests (provided, however, that the Borrower shall use commercially reasonable efforts to amend such agreement to permit such grant)) as to which the Collateral Administrative Agent, for the benefit of the Secured PartiesLenders, does not have a perfected Lien, promptly (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent or the Collateral Agent deems necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the Secured PartiesLenders, a security interest in such Property property, (ii) amend Schedule 5.1(1) and (iiiii) take all actions necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the Secured PartiesLenders, a perfected first priority security interest in such Property 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 (a) fee interest in any real property having a value (together with improvements thereof) of at least $2,000,000 acquired after the Closing Date by the Borrower or any of its Domestic Subsidiaries (other than (x) any such real property subject to Liens a Lien expressly permitted by Section 6.37.3(g) and (y) real property acquired by any Unrestricted Subsidiary or Joint Venture); or (b) any property subject to the Clinton IDB and the Ottawa IDB, following the repayment or termination of such IDB: (i) execute and deliver a first priority Mortgage, in favor of CREDIT AGREEMENT 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 reasonably satisfactory to 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 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. (c) With respect to any new Domestic Subsidiary or Domestic Joint Venture created or acquired after the Closing Date by the Borrower or any of the Domestic Subsidiaries (including the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary), including without limitationpromptly (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 Domestic Subsidiary or Domestic Joint Venture that is owned by the Borrower or any of its Restricted Subsidiaries, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Domestic Subsidiary or Domestic Joint Venture, as the case may be, (iii) cause such new Domestic Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, (B) to take such actions consistent with Sections 6.10(a) and 6.10(b) 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 Domestic 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 or and (C) to deliver to the Collateral Administrative Agent a certificate of such Domestic 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. (bd) With respect to any new Subsidiary of the Borrower (other than a Foreign Subsidiary or a Foreign Subsidiary Holding Company) Joint Venture 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 or a Foreign Subsidiary Holding Company), by the Borrower or any of its SubsidiariesDomestic Subsidiaries (including the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary), promptly (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent or the Collateral Agent deems necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the Secured PartiesLenders, a perfected first priority security interest in the Capital Stock of such new Foreign Subsidiary or Foreign Joint Venture that is owned by the Borrower or any of its SubsidiariesRestricted Subsidiaries (provided that in no event shall more than 65% of the total outstanding Capital Stock of any such new Foreign Subsidiary or Foreign Joint Venture be required to be so pledged), (ii) deliver to the Collateral 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 CREDIT AGREEMENT or such Subsidiary, as the case may be, (iii) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement and (B) to take such actions reasonably necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary (subject to Liens and other matters permitted by Section 6.3 and excluding real property and any interests therein, and Intellectual Property to the extent creation of a security interest therein would be contractually prohibited), including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent or the Collateral Agent, and (iv) if reasonably requested by the Administrative Agent or the Collateral Agent, deliver to the Administrative Agent and the Collateral Agent legal opinions covering matters consistent with those covered by the opinions delivered by Dechert LLP or the applicable local counsel, as the case may be, on the Closing Date relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent and the Collateral Agent. (c) With respect to any new Foreign Subsidiary and Foreign Subsidiary Holding Company created or acquired after the Closing Date by the Borrower or any of its Domestic Subsidiaries, promptly (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent or the Collateral Agent deems necessary or advisable in order to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is directly owned by the Borrower or any of its Domestic Subsidiaries (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Foreign Subsidiary or Foreign Subsidiary Holding Company be required to be so pledged (it being understood and agreed that 100% of the total non-voting Capital Stock of any such Subsidiary shall be required to be pledged)), (ii) deliver to the Collateral Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such SubsidiaryJoint Venture, as the case may be, and take such other action as may be necessary or, in the opinion of the Administrative Agent or the Collateral Agent, desirable to perfect the Lien of the Collateral Agent thereonAdministrative Agent’s security interest therein, and (iii) if requested by the Administrative Agent or the Collateral Agent, deliver to the Administrative Agent and the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent and the Collateral Agent. (di) Notwithstanding With respect to each Operating Account and (ii) with respect to each other Deposit Account and each other Securities Account (other than any account the foregoing, the requirements credit balance of this Section 5.9 which shall not apply toexceed $250,000), enter into and/or maintain in effect control agreements for the purpose of perfecting the security interests therein granted pursuant to the Guarantee and Collateral Agreement, in each case, with the Collateral Agent and the financial institution at which such account is held, in form and substance reasonably satisfactory to the Collateral Agent (and the Collateral Agent shall exclude, those assets as to which the Collateral Agent reasonably determines that the costs (time, expense or otherwise) of obtaining a security interest in or Lien upon such assets are excessive in relation to the benefits to the Secured Parties be authorized for and on behalf of the security afforded therebyLenders to enter into each such agreement); provided that, with respect to any such account established after the Closing Date or any such account referred to in clause (ii) above existing on such date that thereafter exceeds the minimum amount specified above with respect thereto, the Borrower shall enter into such a control agreement therefor within 30 days after the later of the date such account is established or exceeds such minimum amount.

Additional Collateral, etc. (a) With respect to any Property property acquired after the Closing Initial Borrowing Date by the Borrower or any of its Subsidiaries Group Member (other than (v) any real property (or interest therein), (w) any Intellectual Property to the extent creation of a security interest therein would be contractually prohibited (other than to the extent that any such prohibition would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code of any relevant jurisdiction or any other applicable law or principles of equity), (x) any Property property described in paragraph (bc) of this Sectionor (d) below and any interest in real property, (y) any Property property subject to a Lien expressly permitted by Section 6.3(g8.3(g) and (z) Property property acquired by a by, or the excess of 65% of stock in, any Foreign Subsidiary) as to which the Collateral Administrative Agent, for the benefit of the Secured Parties, does not have a perfected Lien, promptly (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent or the Collateral Agent deems necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the Secured PartiesLenders, a first priority security interest in such Property property (subject to Liens permitted by Section 8.3 (other than Section 8.3(b)) 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 Liens permitted by Section 8.3 (other than Section 8.3(b)), 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 fee interest in any real property having a value (together with improvements thereof) of at least $500,000 acquired after the Initial Borrowing Date by any Group Member (other than (x) any such real property subject to a Lien expressly permitted by Section 8.3(h) and (y) real property acquired by any Foreign Subsidiary), promptly (i) execute and deliver a Mortgage, covering such real property, which shall grant to the Administrative Agent for the benefit of the Secured Parties a first priority security interest in such property (subject, in each case, to Liens permitted by Section 8.3 (other than Section 8.3(b)), (ii) if requested by the Administrative Agent, provide the relevant 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. (c) With respect to any new Subsidiary (other than a Foreign Subsidiary) created or acquired after the Initial Borrowing Date by any Group Member (which, for the purposes of this paragraph (c), shall include any existing Subsidiary that ceases to be a 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 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 Property new Subsidiary, (subject ii) deliver to Liens permitted the Administrative Agent the certificates representing such Capital Stock, if any, together with undated stock powers, in blank, executed and delivered by Section 6.3)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 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, in the case of the Secured Parties, 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 or the Collateral Agent. and (bC) With respect to any new Subsidiary of the Borrower (other than a Foreign Subsidiary or a Foreign Subsidiary Holding Company) 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 or a Foreign Subsidiary Holding Company), by the Borrower or any of its Subsidiaries, promptly (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent or the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit a certificate 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, (ii) deliver to the Collateral Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Subsidiary, as the case may be, (iii) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement and (B) to take such actions reasonably necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest substantially in the Collateral described in the Guarantee form of Exhibit H, with appropriate insertions and Collateral Agreement with respect to such new Subsidiary (subject to Liens and other matters permitted by Section 6.3 and excluding real property and any interests therein, and Intellectual Property to the extent creation of a security interest therein would be contractually prohibited), including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent or the Collateral Agentattachments, and (iv) if reasonably requested by the Administrative Agent or the Collateral Agent, deliver to the Administrative Agent and the Collateral Agent legal opinions covering matters consistent with those covered by the opinions delivered by Dechert LLP or the applicable local counsel, as the case may be, on the Closing Date relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent and the Collateral Agent. (c) With respect to any new Foreign Subsidiary and Foreign Subsidiary Holding Company created or acquired after the Closing Date by the Borrower or any of its Domestic Subsidiaries, promptly (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent or the Collateral Agent deems necessary or advisable in order to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is directly owned by the Borrower or any of its Domestic Subsidiaries (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Foreign Subsidiary or Foreign Subsidiary Holding Company be required to be so pledged (it being understood and agreed that 100% of the total non-voting Capital Stock of any such Subsidiary shall be required to be pledged)), (ii) deliver to the Collateral Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Subsidiary, as the case may be, and take such other action as may be necessary or, in the opinion of the Administrative Agent or the Collateral Agent, desirable to perfect the Lien of the Collateral Agent thereon, and (iii) if requested by the Administrative Agent or the Collateral Agent, deliver to the Administrative Agent and the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent and the Collateral Agent. (d) Notwithstanding With respect to any new Foreign Subsidiary created or acquired after the foregoingInitial Borrowing Date by any Group Member (other than by any Group Member that is a Foreign Subsidiary), promptly (i) execute and deliver to the requirements Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable to grant the Administrative Agent, for the benefit of this Section 5.9 shall not apply tothe Secured Parties, and the Collateral shall exclude, those assets as to which the Collateral Agent reasonably determines that the costs (time, expense or otherwise) of obtaining a perfected first priority security interest in or Lien upon the Capital Stock of such assets are excessive new Subsidiary (provided that in relation no event shall more than 65% of the total voting power of the outstanding Capital Stock of any such new Subsidiary be required to be so pledged), (ii) deliver to the benefits 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 Group Member and take such other action as may be necessary or, in the opinion of the Administrative, desirable to perfect such Administrative Agent security interest therein, and (iii) if requested by the Administrative, deliver to the Secured Parties Administrative legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative. (e) Within 60 days following the Initial Borrowing Date, cause all cash and Cash Equivalents of the security afforded therebyBorrower and the Subsidiary Guarantors to be deposited or maintained in accounts which are subject to Control Agreements (except for accounts the aggregate amount of cash and Cash Equivalents in which do not exceed $1,000,000 in the aggregate and cash and Cash Equivalents subject to Liens permitted under Section 8.3 other than 8.3(b)).

Additional Collateral, etc. (a) With respect to any Property -------------------------- acquired after the Closing Date by the Borrower Holdings or any of its Domestic Subsidiaries (other than (v) any real property (or interest therein), (w) any Intellectual Property to the extent creation of a security interest therein would be contractually prohibited (other than to the extent that any such prohibition would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code of any relevant jurisdiction or any other applicable law or principles of equity), (x) any Property described in paragraph (b), (c) or (e) of this Section, (yx) any Property subject to a Lien expressly permitted by Section 6.3(g7.3(g), (y) any leasehold interests, motor vehicles, aircraft or non-U.S. Intellectual Property and (z) Property acquired by a Foreign Subsidiaryany Excluded Collateral) as to which the Collateral Administrative Agent, for the benefit of the Secured Parties, does not have a perfected Lien, promptly (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent or the Collateral Agent deems necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the Secured Parties, a security interest in such Property and (ii) take all actions necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in such Property (Property, subject to no Liens other than, in the case of Collateral (other than Pledged Stock), Liens permitted by under Section 6.3)7.3, including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent Agent; provided that (A) with respect to U.S. Intellectual Property acquired by -------- Holdings or any of its Domestic Subsidiaries in the ordinary course of business during any fiscal quarter, this Section 6.9(a) shall be deemed satisfied if Holdings and its Subsidiaries take the actions required by clauses (i) and (ii) above with respect to such U.S. Intellectual Property within five Business Days following the date of delivery of the officer's certificate with respect to such fiscal quarter or the Collateral Agentfiscal year ended at the end of such fiscal quarter required to be delivered pursuant to Section 6.2(b), (B) with respect to any such Property acquired pursuant to the Acquisition the actions described in clauses (i) and (ii) above shall be taken within 10 days of consummation of the Acquisition and (C) Liens shall not be required to be granted hereunder on more than 65% of the total outstanding Capital Stock of any Foreign Subsidiary. (b) With respect to any new Subsidiary fee interest in any real property having a value (together with improvements thereof) of at least $10,000,000 acquired after the Borrower Closing Date by Holdings or any of its Domestic Subsidiaries (other than any such real property subject to a Lien expressly permitted by Section 7.3(g)), promptly, but in any event within 45 days after the acquisition thereof, (i) execute and deliver a first priority Mortgage in favor of the Administrative Agent, for the benefit of the Secured Parties, covering such real property, (ii) if requested by the Administrative Agent, (A) provide the Lenders with, to the extent available on commercially reasonable terms, 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) and (B) use its commercially reasonable efforts to 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, and (iii) if requested by the Administrative Agent, unless mortgage title insurance with respect to such real property shall have been provided as contemplated in clause (ii)(A) above, deliver to the Administrative Agent customary legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. (c) With respect to any new Subsidiary (other than an Excluded Foreign Subsidiary or any Subsidiary the Capital Stock of which is held by a Foreign Subsidiary Holding CompanySubsidiary) created or acquired after the Closing Date (which, for the purposes of this paragraph, shall include any existing Subsidiary that ceases to be an Excluded Foreign Subsidiary, a Foreign Subsidiary or a Foreign Subsidiary Holding Companyan Inactive Subsidiary, as the case may be), by the Borrower Holdings or any of its Subsidiaries, promptly promptly, and in any event within 10 days after the creation or acquisition of such Subsidiary, (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent or the Collateral Agent deems necessary or advisable to grant to the Collateral 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 Holdings or any of its Domestic Subsidiaries, subject to no Liens, (ii) deliver to the Collateral 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 Holdings or such Subsidiary, as the case may be, (iii) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement and (B) (in the case of any Domestic Subsidiary only) to take such actions reasonably necessary or advisable to grant to the Collateral Agent, Administrative Agent for the benefit of the Secured Parties, Parties a perfected first priority (except in the case of Excluded Collateral) security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary (Subsidiary, subject to no Liens and other matters than, in the case of Collateral (other than Pledged Stock), Liens permitted by under Section 6.3 and excluding real property and any interests therein, and Intellectual Property to the extent creation of a security interest therein would be contractually prohibited)7.3, including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent or the Collateral Agent, and (iv) if reasonably requested by the Administrative Agent or the Collateral Agent, deliver to the Administrative Agent and the Collateral Agent customary legal opinions covering matters consistent with those covered by the opinions delivered by Dechert LLP or the applicable local counsel, as the case may be, on the Closing Date relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent Agent; provided that (x) in no -------- event shall more than 65% of the total outstanding Capital Stock of any Excluded Foreign Subsidiary be required to be pledged hereunder and (y) unless the Collateral Agentfair market value of the Capital Stock of any Foreign Subsidiary required to be pledged pursuant to this paragraph (c) exceeds $50,000,000, no actions shall be required to be taken to create or perfect any such pledge, and no legal opinions shall be required to be delivered with respect thereto, in each case under the laws of the jurisdiction of organization of such Foreign Subsidiary. (cd) With respect to any new Excluded Foreign Subsidiary and Foreign Subsidiary Holding Company created or acquired after the Closing Date by the Borrower Holdings or any of its Domestic Subsidiaries, promptly (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent or the Collateral Agent deems necessary or advisable in order to grant to the Collateral 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 directly owned by the Borrower Holdings or any of its Domestic Subsidiaries (Subsidiaries, subject to no Liens, provided that -------- in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Excluded Foreign Subsidiary or Foreign Subsidiary Holding Company be required to be so pledged (it being understood and agreed that 100% of the total non-voting Capital Stock of any such Subsidiary shall be required to be pledged)), (ii) deliver to the Collateral 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 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 or the Collateral Agent, desirable to perfect the Lien of the Collateral Administrative Agent thereon, and (iii) if requested by the Administrative Agent or the Collateral Agent, deliver to the Administrative Agent and the Collateral Agent customary legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent Agent; provided that, unless the fair market -------- value of the Capital Stock of any such Excluded Foreign Subsidiary exceeds $50,000,000, no actions shall be required to be taken to create or perfect any such pledge, and no legal opinions shall be required to be delivered with respect thereto, in each case under the Collateral Agentlaws of the jurisdiction of organization of such Foreign Subsidiary. (de) Notwithstanding If at any time after the foregoingClosing Date, any Loan Party establishes, or any new Subsidiary (other than an Excluded Foreign Subsidiary or Foreign Subsidiary) created or acquired after the requirements Closing Date holds, a Deposit Account or Securities Account (other than (x) any Deposit Accounts or Securities Accounts constituting ordinary course operating accounts, including without limitation, to the extent that funds on deposit therein are invested for periods of this Section 5.9 shall up to thirty days and (y) any Securities Account containing Investment Property (as defined in the Guarantee and Collateral Agreement) the fair market value of which does not apply toexceed $5,000,000) or obtains, or holds, Letter-of- Credit Rights which do not constitute Supporting Obligations (as defined in the Guarantee and Collateral Agreement) (other than any such Letter of Credit Rights the value of which does not exceed $5,000,000 in the aggregate), promptly but in any event within 45 days after the establishment or obtaining of such Deposit Account, Securities Account or Letter-of-Credit Right, or the creation or acquisition of such Subsidiary, (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral shall excludeAgreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, those assets as to which for the Collateral Agent reasonably determines that benefit of the costs (timeLenders, expense or otherwise) of obtaining a perfected first priority security interest in such Deposit Account, Securities Account or Lien upon Letter-of-Credit Rights and (ii) take such assets are excessive in relation actions necessary or advisable to grant to the benefits to Administrative Agent for the Secured Parties benefit of the Lenders a perfected first priority security afforded therebyinterest in such Deposit Account, Securities Account or Letter-of-Credit Rights, including actions to cause the Administrative Agent to obtain "control" (within the meaning of the applicable Uniform Commercial Code) thereof.

Additional Collateral, etc. (a) With respect to any Property acquired after the Closing Date by the Borrower or any of its Subsidiaries Group Member (other than (v) any real property (or interest therein), (w) any Intellectual Property to the extent creation of a security interest therein would be contractually prohibited (other than to the extent that any such prohibition would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code of any relevant jurisdiction or any other applicable law or principles of equity), (x) any Property described in paragraph (b), (c) of this Section, or (d) below and (y) any Property subject to a Lien expressly permitted by Section 6.3(g) and (z) Property acquired by a Foreign Subsidiary8.3(g)) as to which the Collateral Agent, for the benefit of the Secured PartiesParties (in the case of any such Property owned by a Group Member other than an Excluded Foreign Subsidiary), does not have a perfected Lien, promptly (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement and any other Security Document or such other documents as the Administrative Agent or the Collateral Agent reasonably deems necessary or advisable to grant to the Collateral Agent, for the benefit of the applicable Secured PartiesParties (as set forth above), a security interest and Lien in such Property Property, in each case, in accordance with the terms and conditions of the applicable Security Documents and (ii) take all actions necessary or advisable to grant to the Collateral Agent, for the benefit of the applicable Secured PartiesParties (as set forth above), a perfected first priority security interest and Lien in such Property (subject to Liens permitted by Section 6.3)Property, including without limitation, the filing of Uniform Commercial Code and Personal Property Security Act financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or any other Security Document or by law or as may be requested by the Administrative Agent or the Collateral Agent. (b) With respect to any new Subsidiary fee interest in any real property having a value (together with improvements thereof) of at least $5,000,000 or any leasehold interest with annual rental payments in excess of $1,000,000 acquired after the Borrower Closing Date by any Loan Party (other than any such real property subject to a Lien expressly permitted by Section 8.3(g)), promptly (i) execute and deliver a first priority Mortgage or supplemental debenture, in favor of the Collateral Agent, for the benefit of the Secured Parties free and clear of all Liens other than Liens permitted pursuant to clauses (a), (b), (e), (h), (i), (k) and (m) of Section 8.3 (in the case of any such Property owned by a Loan Party), covering such real property, (ii) satisfy the requirements set forth in Section 7.10(d)(ii) and (iii) above with respect to such Mortgages, 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; provided, however, the U.S. Borrower or the applicable Loan Party shall only be obligated to deliver a Leasehold Mortgage with respect to such leasehold interests upon receipt of any required landlord consent to such Leasehold Mortgage after using commercially reasonable efforts within such 90 days to obtain such consent. (c) With respect to any new Material Subsidiary (other than an Excluded Foreign Subsidiary or a Foreign Subsidiary Holding CompanySubsidiary) created or acquired after the Closing Date by any Group Member (which, for the purposes of this paragraphparagraph (c), shall include any existing Material Subsidiary that ceases to be a an Excluded Foreign Subsidiary or any existing Subsidiary that becomes a Foreign Subsidiary Holding CompanyMaterial Subsidiary), by the Borrower or any of its Subsidiaries, promptly (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement and each other Security Document or such other documents as the Administrative Agent or the Collateral Agent reasonably deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest and Lien in the Capital Stock of such new Subsidiary that is owned by the Borrower or any of its SubsidiariesGroup Member, subject to Liens for Statutory Prior Claims, (ii) deliver to the Collateral Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Subsidiary, as the case may berelevant Group Member, (iii) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement and any other Security Document requested by the Collateral Agent to guarantee the Obligations, (B) to take such actions reasonably necessary or advisable to grant to the Collateral Agent, Agent for the benefit of the Secured Parties, Parties a perfected first priority security interest and Lien in the Collateral described in the Guarantee and Collateral Agreement Collateral, subject to Liens expressly permitted by Section 8.3(g), with respect to such new Subsidiary (subject to Liens and other matters permitted by Section 6.3 and excluding real property and any interests thereinSubsidiary, and Intellectual Property to the extent creation of a security interest therein would be contractually prohibited), including, without limitation, including the filing of Uniform Commercial Code and Personal Property Security Act financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement Agreement, any other Security Document or by law or as may be requested by the Administrative Collateral Agent or and (C) to deliver to the Collateral AgentAgent a certificate of such Subsidiary, substantially in the form of Exhibit H, with appropriate insertions and attachments, and (iv) if reasonably requested by the Administrative Agent or the Collateral Agent, deliver to the Administrative Agent and the Collateral Agent legal opinions covering matters consistent with those covered by the opinions delivered by Dechert LLP or the applicable local counsel, as the case may be, on the Closing Date relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent and the Collateral Agent. (c) With respect to any new Foreign Subsidiary and Foreign Subsidiary Holding Company created or acquired after the Closing Date by the Borrower or any of its Domestic Subsidiaries, promptly (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent or the Collateral Agent deems necessary or advisable in order to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is directly owned by the Borrower or any of its Domestic Subsidiaries (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Foreign Subsidiary or Foreign Subsidiary Holding Company be required to be so pledged (it being understood and agreed that 100% of the total non-voting Capital Stock of any such Subsidiary shall be required to be pledged)), (ii) deliver to the Collateral Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Subsidiary, as the case may be, and take such other action as may be necessary or, in the opinion of the Administrative Agent or the Collateral Agent, desirable to perfect the Lien of the Collateral Agent thereon, and (iii) if requested by the Administrative Agent or the Collateral Agent, deliver to the Administrative Agent and the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent and the Collateral Agent. (d) Notwithstanding Within 90 days after the foregoing, the requirements of this Section 5.9 shall not apply to, and the Collateral shall exclude, those assets Closing Date (or such longer period as to which the Collateral Agent may agree in its reasonable discretion), Cedar Fair LP or the applicable Loan Party shall deliver: (i) to the Collateral Agent a Mortgage with respect to each Mortgaged Property executed and delivered by a duly authorized officer of each party thereto to be duly recorded or registered in all applicable registry, land titles or other recording offices; provided, however, the U.S. Borrower or the applicable Loan Party shall only be obligated to deliver a Leasehold Mortgage with respect to such leasehold interests upon receipt of any required landlord consent to such Leasehold Mortgage after using commercially reasonable efforts within such 90 days to obtain such consent. (ii) to the Collateral Agent, in respect of each Mortgaged Property a Title Policy or a marked up unconditional commitment for such Title Policy. Each such Title Policy shall (A) be in an amount satisfactory to the Collateral Agent, but in no event in an amount in excess of the fair market value of the applicable Mortgaged Property and fixtures as determined by the Borrower in good faith and reasonably determines acceptable to the Collateral Agent, provided that the costs total value of all Title Policies, in the aggregate, shall not exceed the total amount of the Obligations and, to the extent any Mortgaged Property is located in a jurisdiction which imposes mortgage recording taxes or similar fees, the relevant Mortgage shall not secure an amount in excess of the Title Policy; (timeB) insure that the Mortgage insured thereby creates a valid first Lien on such Mortgaged Property free and clear of all Liens, expense or otherwiseexcept for Liens permitted pursuant to clauses (a), (b), (e), (h), (i), (k) and (m) of obtaining a security interest Section 8.3; (C) name the Collateral Agent for the benefit of the applicable Secured Parties as the insured thereunder; (D) be in the form of ALTA Loan Policy 2006 (or Lien upon equivalent policies and, in the case of Mortgaged Property in the State of Michigan, Form 1992); (E) contain such assets are excessive in relation endorsements and affirmative coverage as the Collateral Agent may reasonably request to the benefits extent such endorsements may be issued at commercially reasonable rates, provided, however, that in no event shall a creditor’s rights endorsement be required, and (F) be issued by title companies reasonably satisfactory to the Secured Parties Collateral Agent (including any such title companies acting as co insurers or reinsurers, at the option of the security afforded thereby.Collateral Agent). The Collateral Agent shall have received evidence satisfactory to it that all premiums in respect of each such Title Policy, all charges for mortgage recording tax, and all related expenses, if any, have been paid;

Additional Collateral, etc. (a) With respect to any Property acquired after the Closing Date by the Borrower or any of its Subsidiaries (other than (v) any real property (or interest therein), (w) any Intellectual Property to the extent creation of a security interest therein would be contractually prohibited (other than to the extent that any such prohibition would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code of any relevant jurisdiction or any other applicable law or principles of equity), (x) any Property described in paragraph (b) of this Section, (y) any Property subject to a Lien expressly permitted by Section 6.3(g) and (z) Property acquired by a Foreign Subsidiary) as to which the Collateral Agent, for the benefit of the Secured Parties, does not have a perfected Lien, promptly (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent or the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a security interest in such Property and (ii) take all actions necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in such Property (subject to Liens permitted by Section 6.3), including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent or the Collateral Agent. (b) With respect to any new Subsidiary of the Borrower (other than a Foreign Subsidiary or a Foreign Subsidiary Holding Company) 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 or a Foreign Subsidiary Holding Company), by the Borrower or any of its Subsidiaries, promptly (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent or the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by the Borrower or any of its Subsidiaries, (ii) deliver to the Collateral Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Subsidiary, as the case may be, (iii) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement and (B) to take such actions reasonably necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary (subject to Liens and other matters permitted by Section 6.3 and excluding real property and any interests therein, and Intellectual Property to the extent creation of a security interest therein would be contractually prohibited), including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent or the Collateral Agent, and (iv) if reasonably requested by the Administrative Agent or the Collateral Agent, deliver to the Administrative Agent and the Collateral Agent legal opinions covering matters consistent with those covered by the opinions delivered by Dechert LLP or the applicable local counsel, as the case may be, on the Closing Date relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent and the Collateral Agent. (c) With respect to any new Foreign Subsidiary and Foreign Subsidiary Holding Company created or acquired after the Closing Date by the Borrower or any of its Domestic Subsidiaries, promptly (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent or the Collateral Agent deems necessary or advisable in order to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is directly owned by the Borrower or any of its Domestic Subsidiaries (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Foreign Subsidiary or Foreign Subsidiary Holding Company be required to be so pledged (it being understood and agreed that 100% of the total non-voting Capital Stock of any such Subsidiary shall be required to be pledged)), (ii) deliver to the Collateral Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Subsidiary, as the case may be, and take such other action as may be necessary or, in the opinion of the Administrative Agent or the Collateral Agent, desirable to perfect the Lien of the Collateral Agent thereon, and (iii) if requested by the Administrative Agent or the Collateral Agent, deliver to the Administrative Agent and the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent and the Collateral Agent. (d) Notwithstanding the foregoing, the requirements of this Section 5.9 shall not apply to, and the Collateral shall exclude, those assets as to which the Collateral Agent reasonably determines that the costs (time, expense or otherwise) of obtaining a security interest in or Lien upon such assets are excessive in relation to the benefits to the Secured Parties of the security afforded thereby.

Additional Collateral, etc. (a) With Subject to Section 5.9(d), with respect to any personal Property (other than an Excluded Asset) acquired or created (including by the filing of any applications for the registration or issuance of any Intellectual Property) after the Closing Date by any existing Loan Party, no later than the Borrower later of (i) the next date of delivery of a Compliance Certificate pursuant to Section 5.2(a) covering a period that includes the date of such acquisition or any of its Subsidiaries (other than (v) any real property (or interest therein), (w) any Intellectual Property to the extent creation of a security interest therein would be contractually prohibited such Property or (other than to the extent that any ii) forty-five (45) days after such prohibition would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 acquisition or 9-409 of the Uniform Commercial Code of any relevant jurisdiction or any other applicable law or principles of equity)creation, (x) any Property described in paragraph execute and deliver to the Agent such amendments to the Security Documents (bincluding schedules thereto) of this Section, (y) any Property subject or such other documents as are necessary to a Lien expressly permitted by Section 6.3(g) and (z) Property acquired by a Foreign Subsidiary) as grant to which the Collateral Agent, for the benefit of the Secured Parties, does not have a perfected Lien, promptly (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent or the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the applicable Secured Parties, a security interest in such Property and (iiy) take all necessary actions necessary or advisable (as determined by the Borrower Representative in good faith) to grant to the Collateral Agent, for the benefit of the applicable Secured Parties, a perfected first priority security interest (subject to Permitted Liens) in such Property to the extent required under the applicable Security Documents (subject to Liens permitted by Section 6.3including schedules thereto), including without limitation, the filing of Uniform Commercial Code UCC and PPSA financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent or the Collateral Agentapplicable Security Documents. (b) [Reserved]. (c) With respect to (i) any new Restricted Subsidiary that would constitute a Subsidiary Guarantor (within the meaning of the Borrower (other than a Foreign Subsidiary or a Foreign Subsidiary Holding Companythat term) that is created or acquired after the Closing Date (which, for the purposes of this paragraph, shall include other than an Excluded Subsidiary) or (ii) any existing previously Excluded Subsidiary that ceases to be a Foreign constitute an Excluded Subsidiary (pursuant to the definition of such term) (including any Immaterial Subsidiary that ceases to constitute an Immaterial Subsidiary or a Foreign Subsidiary Holding Company), that has been designated by the Borrower Representative to no longer constitute an Immaterial Subsidiary in order to comply with the proviso to the definition thereof) (each such Person, a “Subsequent Required Guarantor”), in each case no later than the later of (A) the next date of delivery of a Compliance Certificate pursuant to Section 5.2(a) covering a period that includes the date of such acquisition, creation or any reclassification of its Subsidiariessuch Restricted Subsidiary or (B) forty-five (45) days after such acquisition, promptly creation or reclassification (iw) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement applicable Security Documents (including schedules thereto) as the Administrative Agent or the Collateral Agent reasonably deems necessary or advisable to grant to the Collateral Agent, for the benefit of the applicable Secured Parties, a perfected first priority security interest (subject to Permitted Liens) in the Capital Stock of such new Subsidiary that is owned by Subsequent Required Guarantor (other than to the Borrower extent constituting Excluded Assets), (x) subject to the ABL Intercreditor Agreement or any of its Subsidiariesother applicable Intercreditor Agreement, (ii) deliver to the Collateral Agent (1) the certificates certificates, if any, representing such Capital StockStock of such Subsequent Required Guarantor constituting certificated securities under the UCC or the PPSA, as applicable, together with undated stock powers, in blank, to the extent necessary to perfect the Agent’s security interests therein and (2) any note, instrument or debt security in favor of such Subsequent Required Guarantor, endorsed in blank or accompanied by an executed transfer form in blank, in each case executed and delivered by a duly authorized officer of such Subsequent Required Guarantor, in each case to the Borrower extent required by the applicable Security Documents (in each case to the extent delivery of such endorsements or such Subsidiary, as the case may betransfer forms are customary under applicable Requirements of Law), (iiiy) cause such new Subsidiary Subsequent Required Guarantor (A1) to become a party to the Guarantee and Collateral Agreement applicable Security Documents and (B2) to take such actions reasonably necessary or advisable to grant to the Collateral Agent, for the benefit of the applicable Secured Parties, a perfected first priority Lien on and security interest in (subject to Permitted Liens) the Collateral described in the Guarantee and Collateral Agreement applicable Security Documents with respect to such new Subsidiary (subject to Liens and other matters permitted by Section 6.3 and excluding real property and any interests thereinSubsequent Required Guarantor, including the recording of instruments in the applicable IP Office, if required, and Intellectual Property to the extent creation of a security interest therein would be contractually prohibited), including, without limitation, the filing of Uniform Commercial Code UCC and PPSA financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent or the Collateral Agent, applicable Security Documents and (ivz) if reasonably requested by the Administrative Agent or the Collateral Agent, deliver to the Administrative Agent and the Collateral Agent legal opinions covering matters consistent with those covered by the opinions delivered by Dechert LLP or the applicable local counsel, as the case may be, on the Closing Date relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent and the Collateral Agent. (c) With respect to any new Foreign Subsidiary and Foreign Subsidiary Holding Company created or acquired after the Closing Date by the Borrower or any of its Domestic Subsidiaries, promptly (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent or the Collateral Agent deems necessary or advisable in order to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is directly owned by the Borrower or any of its Domestic Subsidiaries (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Foreign Subsidiary or Foreign Subsidiary Holding Company be required to be so pledged (it being understood and agreed that 100% of the total non-voting Capital Stock of any such Subsidiary shall be required to be pledged)), (ii) deliver to the Collateral Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Subsidiary, as the case may be, and take such other action as may be necessary or, in the opinion of the Administrative Agent or the Collateral Agent, desirable to perfect the Lien of the Collateral Agent thereon, and (iii) if requested by the Administrative Agent or the Collateral Agent, deliver to the Administrative Agent and the Collateral Agent customary legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent and the Collateral Agent. (d) Notwithstanding the foregoing, the requirements foregoing provisions of this Section 5.9 or any other provision hereof or of any other Loan Document, (i) no Loan Party shall not apply tobe required to pledge, and the Collateral shall exclude, those assets as to which the Collateral Agent reasonably determines that the costs (time, expense grant or otherwise) of obtaining perfect a security interest in in, or Lien upon such assets mortgage on, obtain title insurance, surveys, abstracts or appraisals or take other actions with respect to Excluded Assets (or take any other actions which are excessive in relation expressly not required pursuant to the benefits definition thereof), (ii) except as set forth in clause (iii) below, no Loan Party shall be required to perfect any pledges, security interests and mortgages in the Collateral by any means other than (A)(1) filings pursuant to the Secured Parties UCC or the PPSA in the office of the Secretary of State (or similar central filing office) of the relevant jurisdiction (or such multiple combination thereof as may be required to achieve perfection) and (2) filings in the applicable IP Offices with respect to Intellectual Property as expressly required in the Security Documents and (B) subject to the ABL Intercreditor Agreement and any other applicable Intercreditor Agreement entered into pursuant to this Agreement, delivery to the Agent of all certificates evidencing Capital Stock of Restricted Subsidiaries required to be delivered in order to perfect the Agent’s security afforded therebyinterest therein, intercompany notes and other instruments (including the Subordinated Intercompany Notes) to be held in its possession, in each case, as expressly required in the Security Documents, and (iii) no Loan Party shall be required to take any action that is not required by, or is inconsistent with, the Collateral and Guarantee Requirement.

Additional Collateral, etc. (a) With respect to any Property acquired after the Closing Date by the Borrower or any of its Subsidiaries Group Member (other than (v) any real property (or interest therein), (w) any Intellectual Property to the extent creation of a security interest therein would be contractually prohibited (other than to the extent that any such prohibition would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code of any relevant jurisdiction or any other applicable law or principles of equity), (x) any Property described in paragraph (b), (c) of this Section, or (d) below and (y) any Property subject to a Lien expressly permitted by Section 6.3(g) and (z) Property acquired by a Foreign Subsidiary8.3(g)) as to which the Collateral Agent, for the benefit of the Secured PartiesParties (in the case of any such Property owned by a Group Member other than an Excluded Foreign Subsidiary), does not have a perfected Lien, promptly (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement and any other Security Document or such other documents as the Administrative Agent or the Collateral Agent reasonably deems necessary or advisable to grant to the Collateral Agent, for the benefit of the applicable Secured PartiesParties (as set forth above), a security interest and Lien in such Property Property, in each case, in accordance with the terms and conditions of the applicable Security Documents and (ii) take all actions necessary or advisable to grant to the Collateral Agent, for the benefit of the applicable Secured PartiesParties (as set forth above), a perfected first priority security interest and Lien in such Property (subject to Liens permitted by Section 6.3)Property, including without limitation, the filing of Uniform Commercial Code and Personal Property Security Act financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or any other Security Document or by law or as may be requested by the Administrative Agent or the Collateral Agent. (b) With respect to any new Subsidiary fee interest in any real property having a value (together with improvements thereof) of at least $5,000,000 or any leasehold interest with annual rental payments in excess of $1,000,000 acquired after the Borrower Closing Date by any Loan Party (other than any such real property subject to a Lien expressly permitted by Section 8.3(g)), promptly (i) execute and deliver a first priority Mortgage or supplemental debenture, in favor of the Collateral Agent, for the benefit of the Secured Parties free and clear of all Liens other than Liens permitted pursuant to clauses (a), (b), (e), (h), (i), (k) and (m) of Section 8.3 (in the case of any such Property owned by a Loan Party), covering such real property, (ii) satisfy the requirements set forth in Section 7.10(d)(ii) and (iii) above with respect to such Mortgages, 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; provided, however, the U.S. Borrower or the applicable Loan Party shall only be obligated to deliver a Leasehold Mortgage with respect to such leasehold interests upon receipt of any required landlord consent to such Leasehold Mortgage after using commercially reasonable efforts within such 90 days to obtain such consent. (c) With respect to any new Material Subsidiary (other than an Excluded Foreign Subsidiary or a Foreign Subsidiary Holding CompanySubsidiary) created or acquired after the Closing Date by any Group Member (which, for the purposes of this paragraphparagraph (c), shall include any existing Material Subsidiary that ceases to be a an Excluded Foreign Subsidiary or any existing Subsidiary that becomes a Foreign Subsidiary Holding CompanyMaterial Subsidiary), by the Borrower or any of its Subsidiaries, promptly (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement and each other Security Document or such other documents as the Administrative Agent or the Collateral Agent reasonably deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest and Lien in the Capital Stock of such new Subsidiary that is owned by the Borrower or any of its SubsidiariesGroup Member, subject to Liens for Statutory Prior Claims, (ii) deliver to the Collateral Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Subsidiary, as the case may berelevant Group Member, (iii) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement and any other Security Document requested by the Collateral Agent to guarantee the Obligations, (B) to take such actions reasonably necessary or advisable to grant to the Collateral Agent, Agent for the benefit of the Secured Parties, Parties a perfected first priority security interest and Lien in the Collateral described in the Guarantee and Collateral Agreement Collateral, subject to Liens expressly permitted by Section 8.3(g), with respect to such new Subsidiary (subject to Liens and other matters permitted by Section 6.3 and excluding real property and any interests thereinSubsidiary, and Intellectual Property to the extent creation of a security interest therein would be contractually prohibited), including, without limitation, including the filing of Uniform Commercial Code and Personal Property Security Act financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement Agreement, any other Security Document or by law or as may be requested by the Administrative Collateral Agent or and (C) to deliver to the Collateral AgentAgent a certificate of such Subsidiary, substantially in the form of Exhibit H, with appropriate insertions and attachments, and (iv) if reasonably requested by the Administrative Agent or the Collateral Agent, deliver to the Administrative Agent and the Collateral Agent legal opinions covering matters consistent with those covered by the opinions delivered by Dechert LLP or the applicable local counsel, as the case may be, on the Closing Date relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent and the Collateral Agent. (c) With respect to any new Foreign Subsidiary and Foreign Subsidiary Holding Company created or acquired after the Closing Date by the Borrower or any of its Domestic Subsidiaries, promptly (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent or the Collateral Agent deems necessary or advisable in order to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is directly owned by the Borrower or any of its Domestic Subsidiaries (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Foreign Subsidiary or Foreign Subsidiary Holding Company be required to be so pledged (it being understood and agreed that 100% of the total non-voting Capital Stock of any such Subsidiary shall be required to be pledged)), (ii) deliver to the Collateral Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Subsidiary, as the case may be, and take such other action as may be necessary or, in the opinion of the Administrative Agent or the Collateral Agent, desirable to perfect the Lien of the Collateral Agent thereon, and (iii) if requested by the Administrative Agent or the Collateral Agent, deliver to the Administrative Agent and the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent and the Collateral Agent. (d) Notwithstanding Within 90 days after the foregoing, the requirements of this Section 5.9 shall not apply to, and the Collateral shall exclude, those assets Closing Date (or such longer period as to which the Collateral Agent reasonably determines that may agree in its reasonable discretion), Cedar Fair LP or the costs applicable Loan Party shall deliver: (time, expense or otherwisei) of obtaining a security interest in or Lien upon such assets are excessive in relation to the benefits Collateral Agent a Mortgage with respect to each Mortgaged Property executed and delivered by a duly authorized officer of each party thereto to be duly recorded or registered in all applicable registry, land titles or other recording offices; provided, however, the Secured Parties U.S. Borrower or the applicable Loan Party shall only be obligated to deliver a Leasehold Mortgage with respect to such leasehold interests upon receipt of the security afforded therebyany required landlord consent to such Leasehold Mortgage after using commercially reasonable efforts within such 90 days to obtain such consent.

Additional Collateral, etc. (a) With Subject to Section 5.9(d), with respect to any personal Property (other than an Excluded Asset) acquired or created (including by the filing of any applications for the registration or issuance of any Intellectual Property) after the Closing Date by any existing Loan Party, no later than the Borrower later of (i) the next date of delivery of a Compliance Certificate pursuant to Section 5.2(a) covering a period that includes the date of such acquisition or any of its Subsidiaries (other than (v) any real property (or interest therein), (w) any Intellectual Property to the extent creation of a security interest therein would be contractually prohibited such Property or (other than to the extent that any ii) forty-five (45) days after such prohibition would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 acquisition or 9-409 of the Uniform Commercial Code of any relevant jurisdiction or any other applicable law or principles of equity)creation, (x) any Property described in paragraph execute and deliver to the Agent such amendments to the Security Documents (bincluding schedules thereto) of this Section, (y) any Property subject or such other documents as are necessary to a Lien expressly permitted by Section 6.3(g) and (z) Property acquired by a Foreign Subsidiary) as grant to which the Collateral Agent, for the benefit of the Secured Parties, does not have a perfected Lien, promptly (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent or the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the applicable Secured Parties, a security interest in such Property and (iiy) take all necessary actions necessary or advisable (as determined by the Borrower Representative in good faith) to grant to the Collateral Agent, for the benefit of the applicable Secured Parties, a perfected first priority security interest (subject to Permitted Liens) in such Property to the extent required under the applicable Security Documents (subject to Liens permitted by Section 6.3including schedules thereto), including without limitation, the filing of Uniform Commercial Code UCC and PPSA financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent or the Collateral Agentapplicable Security Documents. (b) [Reserved]. (c) With respect to (i) any new Restricted Subsidiary that would constitute a Subsidiary Guarantor (within the meaning of the Borrower (other than a Foreign Subsidiary or a Foreign Subsidiary Holding Companythat term) that is created or acquired after the Closing Date (which, for the purposes of this paragraph, shall include other than an Excluded Subsidiary) or (ii) any existing previously Excluded Subsidiary that ceases to be a Foreign constitute an Excluded Subsidiary (pursuant to the definition of such term) (including any Immaterial Subsidiary that ceases to constitute an Immaterial Subsidiary or a Foreign Subsidiary Holding Company), that has been designated by the Borrower Representative to no longer constitute an Immaterial Subsidiary in order to comply with the proviso to the definition thereof) (each such Person, a “Subsequent Required Guarantor”), in each case no later than the later of (A) the next date of delivery of a Compliance Certificate pursuant to Section 5.2(a) covering a period that includes the date of such acquisition, creation or any reclassification of its Subsidiariessuch Restricted Subsidiary or (B) forty-five (45) days after such acquisition, promptly creation or reclassification (iw) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement applicable Security Documents (including schedules thereto) as the Administrative Agent or the Collateral Agent reasonably deems necessary or advisable to grant to the Collateral Agent, for the benefit of the applicable Secured Parties, a perfected first priority security interest (subject to Permitted Liens) in the Capital Stock of such new Subsidiary that is owned by Subsequent Required Guarantor (other than to the Borrower extent constituting Excluded Assets), (x) subject to the ABL Intercreditor Agreement or any of its Subsidiariesother applicable Intercreditor Agreement, (ii) deliver to the Collateral Agent (1) the certificates certificates, if any, representing such Capital StockStock of such Subsequent Required Guarantor constituting certificated securities under the UCC or the PPSA, as applicable, together with undated stock powers, in blank, to the extent necessary to perfect the Agent’s security interests therein and (2) any note, instrument or debt security in favor of such Subsequent Required Guarantor, endorsed in blank or accompanied by an executed transfer form in blank, in each case executed and delivered by a duly authorized officer of such Subsequent Required Guarantor, in each case to the Borrower extent required by the applicable Security Documents (in each case to the extent delivery of such endorsements or such Subsidiary, as the case may betransfer forms are customary under applicable Requirements of Law), (iiiy) cause such new Subsidiary Subsequent Required Guarantor (A1) to become a party to the Guarantee and Collateral Agreement applicable Security Documents and (B2) to take such actions reasonably necessary or advisable to grant to the Collateral Agent, for the benefit of the applicable Secured Parties, a perfected first priority Lien on and security interest in (subject to Permitted Liens) the Collateral described in the Guarantee and Collateral Agreement applicable Security Documents with respect to such new Subsidiary (subject to Liens and other matters permitted by Section 6.3 and excluding real property and any interests thereinSubsequent Required Guarantor, including the recording of instruments in the applicable IP Office, if required, and Intellectual Property to the extent creation of a security interest therein would be contractually prohibited), including, without limitation, the filing of Uniform Commercial Code UCC and PPSA financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent or the Collateral Agent, applicable Security Documents and (ivz) if reasonably requested by the Administrative Agent or the Collateral Agent, deliver to the Administrative Agent and the Collateral Agent legal opinions covering matters consistent with those covered by the opinions delivered by Dechert LLP or the applicable local counsel, as the case may be, on the Closing Date relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent and the Collateral Agent. (c) With respect to any new Foreign Subsidiary and Foreign Subsidiary Holding Company created or acquired after the Closing Date by the Borrower or any of its Domestic Subsidiaries, promptly (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent or the Collateral Agent deems necessary or advisable in order to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is directly owned by the Borrower or any of its Domestic Subsidiaries (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Foreign Subsidiary or Foreign Subsidiary Holding Company be required to be so pledged (it being understood and agreed that 100% of the total non-voting Capital Stock of any such Subsidiary shall be required to be pledged)), (ii) deliver to the Collateral Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Subsidiary, as the case may be, and take such other action as may be necessary or, in the opinion of the Administrative Agent or the Collateral Agent, desirable to perfect the Lien of the Collateral Agent thereon, and (iii) if requested by the Administrative Agent or the Collateral Agent, deliver to the Administrative Agent and the Collateral Agent customary legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent and the Collateral Agent. (d) Notwithstanding the foregoing, the requirements foregoing provisions of this Section 5.9 or any other provision hereof or of any other Loan Document, (i) no Loan Party shall not apply tobe required to pledge, and the Collateral shall exclude, those assets as to which the Collateral Agent reasonably determines that the costs (time, expense grant or otherwise) of obtaining perfect a security interest in in, or Lien upon such assets are excessive in relation mortgage on, obtain title insurance, surveys, abstracts or appraisals or take other actions with respect to Excluded Assets (or take any other actions which (1) filings pursuant to the benefits UCC or the PPSA in the office of the Secretary of State (or similar central filing office) of the relevant jurisdiction (or such multiple combination thereof as may be required to achieve perfection) and (2) filings in the applicable IP Offices with respect to Intellectual Property as expressly required in the Security Documents and (B) subject to the Secured Parties ABL Intercreditor Agreement and any other applicable Intercreditor Agreement entered into pursuant to this Agreement, delivery to the Agent of all certificates evidencing Capital Stock of Restricted Subsidiaries required to be delivered in order to perfect the Agent’s security afforded therebyinterest therein, intercompany notes and other instruments (including the Subordinated Intercompany Notes) to be held in its possession, in each case, as expressly required in the Security Documents, and (iii) no Loan Party shall be required to take any action that is not required by, or is inconsistent with, the Collateral and Guarantee Requirement.

Additional Collateral, etc. (a) With respect Concurrently with or prior to any Property acquired delivery of a Compliance Certificate pursuant to Section 5.02(b) in respect of the first full fiscal quarter of the Company ending after the Closing Date by acquisition of any Property, the Borrower or any Company will, and will cause each of its Subsidiaries (other than (vany Receivables Entity and any Excluded Acquired Subsidiary and any Excluded Non-Wholly Owned Subsidiary and any Captive Insurance Subsidiary) to, during a Collateral Period, with respect to any real property (or interest therein), (w) Property of any Intellectual Property to the extent creation of a security interest therein would be contractually prohibited Loan Party (other than to the extent that (x) any such prohibition would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code of any relevant jurisdiction or any other applicable law or principles of equity)Excluded Property, (xy) any Property described in paragraph paragraphs (b) or (c) of this Section, and (yz) any Property subject to a Lien expressly permitted by Section 6.3(g) and (z) Property acquired by a Foreign Subsidiary6.02(g)) as to which the Collateral Administrative Agent, for the benefit of the Secured Parties, does not have a perfected Lien, promptly (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent or the Collateral Agent deems necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the Secured Parties, a security interest in such Property and (ii) take all actions necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in such Property (subject to Liens permitted by Section 6.3)Property, including without limitation, the filing of Uniform Commercial Code UCC and PPSA financing statements (or similar filings), as applicable, in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent or the Collateral Agent. (ba) With Concurrently with or prior to any delivery of a Compliance Certificate pursuant to Section 5.02(b) in respect of the first full fiscal quarter of the Company ending after the acquisition or creation of any new Domestic Subsidiary, or the designation of any Domestic Subsidiary as a Subsidiary Guarantor pursuant to Section 5.09(g)(vi), the Company will, and will cause each of its Subsidiaries (other than any Receivables Entity and any Excluded Acquired Subsidiary and any Excluded Non-Wholly Owned Subsidiary and any Captive Insurance Subsidiary) to, with respect to any such designated Domestic Subsidiary or any such new Domestic Subsidiary of the Borrower (other than a Foreign any Receivables Entity and any Excluded Acquired Subsidiary or a Foreign and any Excluded Non-Wholly Owned Subsidiary Holding Companyand any Captive Insurance Subsidiary) created or acquired after the Closing Original Effective Date (whichby any Loan Party, for the purposes of this paragraph, shall include any existing Subsidiary that ceases to be a Foreign Subsidiary or a Foreign Subsidiary Holding Company), by the Borrower or any of its Subsidiaries, promptly (i) during a Collateral Period, execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent or the Collateral Agent deems necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary (other than Excluded Property) that is owned by the Borrower or any of its SubsidiariesLoan Party, (ii) during a Collateral Period, deliver to the Collateral Administrative Agent the certificates representing such Capital StockStock (other than Excluded Property), together with undated stock transfer powers, in blank, executed and delivered by a duly authorized officer of the Borrower Company or such Subsidiary, as the case may be, (iii) cause such new Domestic Subsidiary (A) to become a party to the Guarantee and Collateral Agreement and (B) during a Collateral Period, to take such actions reasonably necessary or advisable to grant to the Collateral Agent, Administrative Agent for the benefit of the Secured Parties, Parties a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary (subject to Liens and other matters permitted by Section 6.3 and excluding real property and any interests therein, and Intellectual Property to the extent creation of a security interest therein would be contractually prohibited), including, without limitation, the recording of instruments in the United States Patent and Trademark Office and the United States Copyright Offices or the Canadian Intellectual Property Office), the execution and delivery by all necessary persons of control agreements, and the filing of Uniform Commercial Code UCC or PPSA financing statements (or similar filings), as applicable, in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent or the Collateral Agent, and (iv) if reasonably requested by the Administrative Agent or the Collateral Agent, deliver to the Administrative Agent and the Collateral Agent legal opinions covering matters consistent with those covered by the opinions delivered by Dechert LLP or the applicable local counsel, as the case may be, on the Closing Date relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent and the Collateral Agent. (c) With respect to any new Foreign Subsidiary and Foreign Subsidiary Holding Company created or acquired after the Closing Date by the Borrower or any of its Domestic Subsidiaries, promptly (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent or the Collateral Agent deems necessary or advisable in order to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is directly owned by the Borrower or any of its Domestic Subsidiaries (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Foreign Subsidiary or Foreign Subsidiary Holding Company be required to be so pledged (it being understood and agreed that 100% of the total non-voting Capital Stock of any such Subsidiary shall be required to be pledged)), (ii) deliver to the Collateral Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Subsidiary, as the case may be, and take such other action as may be necessary or, in the opinion of the Administrative Agent or the Collateral Agent, desirable to perfect the Lien of the Collateral Agent thereon, and (iii) if requested by the Administrative Agent or the Collateral Agent, deliver to the Administrative Agent and the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. (b) Concurrently with or prior to any delivery of a Compliance Certificate pursuant to Section 5.02(b) in respect of the first full fiscal quarter of the Company ending after the acquisition or creation of any new Foreign Subsidiary, or the designation of any Foreign Subsidiary as a Subsidiary Guarantor pursuant to Section 5.09(g)(vi), the Company will, and will cause each of its Subsidiaries (other than any Receivables Entity and any Excluded Acquired Subsidiary and any Excluded Non-Wholly Owned Subsidiary and any Captive Insurance Subsidiary) to, with respect to any such designated Foreign Subsidiary or any such new Foreign Subsidiary (other than any Receivables Entity and any Excluded Acquired Subsidiary and any Excluded Non-Wholly Owned Subsidiary and any Captive Insurance Subsidiary) created or acquired after the Original Effective Date by any Loan Party, (i) during a Collateral Period, execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems necessary or advisable in order to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Applicable Pledge Percentage of the Capital Stock of such Subsidiary (other than Excluded Property) that is owned by any Loan Party, (ii) during a Collateral Period, deliver to the Administrative Agent the certificates representing such Capital Stock (other than Excluded Property) that has been pledged, together with undated transfer 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 opinion of the Administrative Agent, desirable to perfect the Lien of the Administrative Agent thereon, (iii) if the Company designates such Foreign Subsidiary as a Subsidiary Guarantor, cause such Subsidiary (A) to become a party to the Guarantee and Collateral Agreement and (B) during a Collateral Period, to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such Subsidiary (including, without limitation, the recording of instruments in the United States Patent and Trademark Office and the United States Copyright Offices and the Canadian Intellectual Property Office, if applicable), the execution and delivery by all necessary persons of control agreements, and the filing of UCC and PPSA financing statements (or similar filings) in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent, and (iv) if 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; provided that a Foreign Subsidiary that becomes a Subsidiary Guarantor may elect to guarantee, or to grant a security interest in its Collateral to secure, only certain Loans and Obligations (or none at all) if such limitation will avoid, and not otherwise have, an adverse tax impact on the Company and its Subsidiaries. (c) Notwithstanding anything to the contrary in this Section 5.09, this Section 5.09 shall not apply to any Property or Subsidiary, as applicable, as to which the Administrative Agent has determined in its sole discretion (in consultation with the Company) that the collateral or guaranty value thereof is insufficient to justify the difficulty, time and/or expense of obtaining a perfected security interest therein or guaranty thereof, as the case may be. (d) The Borrowers shall cause each Canadian Subsidiary of the Company party to any Canadian Intercompany Collateral Agreement (in its capacity as a secured party thereunder) to take such actions, or refrain from taking such actions, as the Administrative Agent shall direct with respect to the “collateral” described in such Canadian Intercompany Collateral Agreement (including the taking of any enforcement action permitted to be taken by such Canadian Subsidiary thereunder), in any such case upon the occurrence of any Event of Default or any payment default with respect to any Indebtedness secured thereby. Notwithstanding anything to the foregoingcontrary in this Agreement, the Company shall not, and shall not permit any Subsidiary to, (i) amend, restate, supplement or otherwise modify any Quebec Security Document in any way that is adverse to the interests of the Lenders or (ii) assign or transfer any rights or interests under or with respect to any Quebec Security Document without the prior written consent of the Administrative Agent. (e) Upon the occurrence of a Collateral Release Date, and so long as no Default or Event of Default is then continuing, (i) any Liens granted to the Administrative Agent pursuant to this Agreement, the Guarantee and Collateral Agreement or any other Loan Documents (such clauses, collectively, the “Collateral Requirements”) which remain in effect at such time shall be promptly released by the Administrative Agent upon receipt by the Administrative Agent of written notice from the Company (and the Administrative Agent agrees to execute and deliver any documents or instruments reasonably requested by the Company and in form and substance reasonably satisfactory to the Administrative Agent to evidence the release of all Collateral, all at the expense of the Company) and (ii) the Collateral Requirements shall be suspended and of no effect unless and until a subsequent Collateral Trigger Date occurs following the occurrence of such Collateral Release Date, at which time the Collateral Requirements shall again become fully effective and binding upon the Company and the other Loan Parties in all respects, and the Company hereby acknowledges and agrees that it will, and will cause each other Loan Party to, re-grant the security interests in the Collateral pursuant to comparable Collateral Documents within 30 days of such Collateral Trigger Date (or such later date as may be agreed upon by the Administrative Agent), all in accordance with the Collateral Requirements. (f) Notwithstanding any provision in this Section 5.09 to the contrary, (i) no Canadian Holding Company shall be required to become a Subsidiary Guarantor, (ii) no Receivables Entity shall be required to become a Subsidiary Guarantor, (iii) no UK Borrower shall be required to guarantee or be liable for any Loans other than the Loans of the UK Borrowers nor shall any UK Borrower or any UK Guarantor be required to pledge or grant a security interest on any of their assets to secure any Loans (other than the pledge or grant of a security interest by a UK Borrower or a UK Guarantor of its applicable Equity Interests in its subsidiaries), (iv) no Subsidiary shall be required to become a Subsidiary Guarantor at any time such Subsidiary constitutes an Excluded Acquired Subsidiary, (v) no Loan Party shall be required to pledge or xxxxx x Xxxx upon any Excluded Property and (vi) the Company may, with respect to any non-Wholly Owned Subsidiary and upon written notice to the Administrative Agent, elect to exclude such non-Wholly Owned Subsidiary from the requirements of this Section 5.9 5.09(b) or 5.09(c), as the case may be (any such excluded Subsidiary, an “Excluded Non-Wholly Owned Subsidiary”); provided that, if at any time (x) the aggregate amount of Consolidated EBITDA attributable to all Excluded Non-Wholly Owned Subsidiaries exceeds two and one half percent (2.5%) of Consolidated EBITDA (as of the end of the most recent fiscal quarter of the Company, for the period of four consecutive fiscal quarters then ended, for which financial statements have been delivered pursuant to Section 5.01(a) or (b)) or (y) the aggregate amount of Consolidated Total Assets attributable to all Excluded Non-Wholly Owned Subsidiaries exceeds $200,000,000 of Consolidated Total Assets (as of the end of the most recent fiscal quarter of the Company for which financial statements have been delivered pursuant to Section 5.01(a) or (b)), then, in each case, the Company (or, in the event the Company has failed to do so within ten (10) days, the Administrative Agent) shall not apply todesignate sufficient Excluded Non-Wholly Owned Subsidiaries (other than Receivables Entities and Excluded Acquired Subsidiaries) as Subsidiary Guarantors to eliminate such excess, and such designated Subsidiaries shall for all purposes of this Agreement constitute Subsidiary Guarantors and be subject to the requirements set forth in Section 5.09(b) or (c), as the case may be. (g) Notwithstanding any contrary provision of any Loan Document, automatically upon consummation of the Mexican Reorganization, without any further action, (i) Lakefront Capital shall be released from its guaranty under the Guaranty and Collateral Agreement and (ii) the security interest of the Administrative Agent in the Equity Interests of Lakefront Capital shall excludebe released; provided, those assets as to which the Collateral Agent reasonably determines however, that the costs (time, expense or otherwiseCompany and its Subsidiaries shall comply with Section 5.09(c) of obtaining a security interest in or Lien upon such assets are excessive in relation hereof with respect to Lakefront Capital to the benefits to extent required by the Secured Parties of the security afforded therebyterms thereof.

Additional Collateral, etc. (a) With respect to any Property property acquired after the Closing Date with a fair market value in excess of $500,000 by the Borrower or any of its Domestic Subsidiaries (other than (vw) any real property described in paragraph (or interest thereinb), (wc) any Intellectual Property to the extent creation of a security interest therein would be contractually prohibited or (other than to the extent that any such prohibition would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code of any relevant jurisdiction or any other applicable law or principles of equity)d) below, (x) any Property described in paragraph (b) of this Section, (y) any Property property subject to a Lien expressly permitted by Section 6.3(g7.3(g), (y) property acquired by any Unrestricted Subsidiary or Joint Venture and (z) Property acquired by acquisition of any additional interest in Dxxxx International Pet Products LLC to the extent its limited liability company agreement prohibits the granting of a Foreign Subsidiarysecurity interest in its limited liability interests (provided, however, that the Borrower shall use commercially reasonable efforts to amend such agreement to permit such grant)) as to which the Collateral Agent, for the benefit of the Secured Parties, does not have a perfected Lien, promptly (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent or the Collateral any Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a security interest in such Property property and (ii) take all actions necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in such Property (subject to Liens permitted by Section 6.3)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 or the Collateral any Agent. (b) With respect to any new Subsidiary (a) fee interest in any real property having a value (together with improvements thereof) of at least $2,000,000 acquired after the Closing Date by the Borrower or any of its Domestic Subsidiaries (other than (x) any such real property subject to a Foreign Lien expressly permitted by Section 7.3(g) and (y) real property acquired by any Unrestricted Subsidiary or Joint Venture); or (b) any property subject to the Clinton IDB and the Ottawa IDB, following the repayment or termination of such IDB: (i) execute and deliver a Foreign first priority Mortgage, in favor of the Collateral Agent, for the benefit of the Secured Parties, covering such real property, (ii) if requested by any 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 any Agent) as well as a current ALTA survey thereof, together with a surveyor’s certificate reasonably satisfactory to the Collateral Agent 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 any Agent, deliver to the Agents legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Agents. (c) With respect to any new Domestic Subsidiary Holding Company) or Domestic Joint Venture 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 or a Foreign Subsidiary Holding Company), by the Borrower or any of its Subsidiariesthe Domestic Subsidiaries (including the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary), promptly (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent or the Collateral any Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Domestic Subsidiary or Domestic Joint Venture that is owned by the Borrower or any of its Restricted Subsidiaries, (ii) deliver to the Collateral Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such SubsidiaryDomestic Subsidiary or Domestic Joint Venture, as the case may be, (iii) cause such new Domestic Subsidiary (A) to become a party to the Guarantee and Collateral Agreement and Agreement, (B) to take such actions reasonably consistent with Sections 6.10(a) and 6.10(b) necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Domestic Subsidiary (subject to Liens and other matters permitted by Section 6.3 and excluding real property and any interests therein, and Intellectual Property to the extent creation of a security interest therein would be contractually prohibited), including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative any Agent or and (C) to deliver to the Collateral AgentAgent a certificate of such Domestic Subsidiary, substantially in the form of Exhibit C, with appropriate insertions and attachments, and (iv) if reasonably requested by the Administrative Agent or the Collateral any Agent, deliver to the Administrative Agent and the Collateral Agent Agents legal opinions covering matters consistent with those covered by the opinions delivered by Dechert LLP or the applicable local counsel, as the case may be, on the Closing Date relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent and the Collateral AgentAgents. (cd) With respect to any new Foreign Subsidiary and or Foreign Subsidiary Holding Company Joint Venture created or acquired after the Closing Date by the Borrower or any of its Domestic SubsidiariesSubsidiaries (including the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary), promptly (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent or the Collateral any Agent deems necessary or advisable in order to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Foreign Subsidiary or Foreign Joint Venture that is directly owned by the Borrower or any of its Domestic Restricted Subsidiaries (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Foreign Subsidiary or Foreign Subsidiary Holding Company Joint Venture be required to be so pledged (it being understood and agreed that 100% of the total non-voting Capital Stock of any such Subsidiary shall be required to be pledged)), (ii) deliver to the Collateral Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such SubsidiaryForeign Subsidiary or Foreign Joint Venture, as the case may be, and take such other action as may be necessary or, in the opinion of the Administrative Agent or the Collateral any Agent, desirable to perfect the Lien of the Collateral Agent thereonAgent’s security interest therein, and (iii) if requested by the Administrative Agent or the Collateral any Agent, deliver to the Administrative Agent and the Collateral Agent Agents legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent and the Collateral AgentAgents. (d) Notwithstanding the foregoing, the requirements of this Section 5.9 shall not apply to, and the Collateral shall exclude, those assets as to which the Collateral Agent reasonably determines that the costs (time, expense or otherwise) of obtaining a security interest in or Lien upon such assets are excessive in relation to the benefits to the Secured Parties of the security afforded thereby.

Additional Collateral, etc. (a) With respect to any Property property acquired after the Closing Date by the Borrower Company or any of its Subsidiaries (other than (v) any real property (or interest therein), (w) any Intellectual Property to the extent creation of a security interest therein would be contractually prohibited (other than to the extent that any such prohibition would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code of any relevant jurisdiction or any other applicable law or principles of equity), (x) any Property property described in paragraph (b) of this Sectionor (c) below, (y) any Property property subject to a Lien expressly permitted by Section 6.3(g9.3(g) and (z) Property property acquired by a any Excluded Foreign Subsidiary or Immaterial Subsidiary) as to which the Collateral Agent, for the benefit of the Secured PartiesLenders, does not have a perfected (to the extent perfection is permitted or provided for under any applicable foreign law) Lien, promptly (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent or the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured PartiesLenders, a security interest in such Property property and (ii) take all actions necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured PartiesLenders, a perfected (to the extent perfection is permitted or provided for under any applicable foreign law) first priority security interest in such Property (subject to Liens permitted by Section 6.3)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 or the Collateral Agent. (b) With respect to any new Subsidiary of the Borrower (other than a an Excluded Foreign Subsidiary or a Foreign Subsidiary Holding Companyan Immaterial Subsidiary) created or acquired after the Closing Date by the Company (which, for the purposes of this paragraphparagraph (b), shall include any existing Subsidiary that ceases to be a an Excluded Foreign Subsidiary or a Foreign Subsidiary Holding Companyan Immaterial Subsidiary), by the Borrower Company or any of its Subsidiaries, promptly (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent or the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured PartiesLenders, a perfected (to the extent perfection is permitted or provided for under any applicable foreign law) first priority security interest in the Capital Stock of such new Subsidiary that is owned by the Borrower Company or any of its Subsidiaries, (ii) deliver to the Collateral Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower Company or such Subsidiary, as the case may be, (iii) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement and Agreement, (B) to take such actions reasonably necessary or advisable to grant to the Collateral Agent, Agent for the benefit of the Secured Parties, Lenders a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary (subject to Liens and other matters permitted by Section 6.3 and excluding real property and any interests thereinSubsidiary, and Intellectual Property to the extent creation of a security interest therein would be contractually prohibited), including, without limitation, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Collateral Agent or and (C) to deliver to the Collateral AgentAgent a certificate of such Subsidiary, substantially in the form of Exhibit E, with appropriate insertions and attachments, and (iv) if reasonably requested by the Administrative Agent or the Collateral Agent, deliver to the Administrative Agent and the Collateral Agent legal opinions covering matters consistent with those covered by the opinions delivered by Dechert LLP or the applicable local counsel, as the case may be, on the Closing Date relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent and the Collateral Agent. (c) With respect to any new Foreign Subsidiary and Foreign Subsidiary Holding Company created or acquired after the Closing Date by the Borrower or any of its Domestic Subsidiaries, promptly (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent or the Collateral Agent deems necessary or advisable in order to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is directly owned by the Borrower or any of its Domestic Subsidiaries (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Foreign Subsidiary or Foreign Subsidiary Holding Company be required to be so pledged (it being understood and agreed that 100% of the total non-voting Capital Stock of any such Subsidiary shall be required to be pledged)), (ii) deliver to the Collateral Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Subsidiary, as the case may be, and take such other action as may be necessary or, in the opinion of the Administrative Agent or the Collateral Agent, desirable to perfect the Lien of the Collateral Agent thereon, and (iii) if requested by the Administrative Agent or the Collateral Agent, deliver to the Administrative Agent and the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent and the Collateral Agent. (dc) Notwithstanding With respect to any new Excluded Foreign Subsidiary (other than an Immaterial Subsidiary) created or acquired after the foregoingClosing Date by the Company or any of its Subsidiaries, the requirements of this Section 5.9 shall not apply to, promptly (i) execute and the Collateral shall exclude, those assets as deliver to which the Collateral Agent reasonably determines that such amendments to the costs Guarantee and Collateral Agreement as the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Lenders, a perfected (time, expense to the extent perfection is permitted or otherwiseprovided for under any applicable foreign law) of obtaining a first priority security interest in the Capital Stock of such new Subsidiary that is owned by the Company or Lien upon any of its Subsidiaries (provided that in no event shall more than 65% of the total outstanding Capital Stock of any such assets are excessive in relation new Subsidiary be required to be so pledged), (ii) deliver to the benefits Collateral Agent the certificates representing such Capital Stock (if such Capital Stock is certificated), 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 Agent, desirable to perfect (to the Secured Parties of extent perfection is permitted or provided for under any applicable foreign law) the Collateral Agent's security afforded therebyinterest therein, 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 Property property in the form of Capital Stock of a Restricted Subsidiary or intercompany notes or intercompany receivables (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) acquired after the Closing Date by the Borrower or any of its Subsidiaries Loan Party (other than (v) any real property (or interest therein), (w) any Intellectual Property to the extent creation of a security interest therein would be contractually prohibited (other than to the extent that any such prohibition would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code of any relevant jurisdiction or any other applicable law or principles of equity), (x) any Property property described in paragraph (b) of this Section, or (yc) any Property subject to a Lien expressly permitted by Section 6.3(g) below and (z) Property such property acquired by a any Excluded Foreign Subsidiary) as to which the Collateral Administrative Agent, for the benefit of the Secured PartiesLenders, does not have a perfected Lien, promptly (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement Agreement, the Foreign Collateral Agreements or such other documents as the Administrative Agent or the Collateral Agent deems necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the Secured PartiesLenders, a security interest in such Property property (provided that, only with respect to the Obligations of the Company or any Domestic Subsidiary Guarantor, the amount of Capital Stock of any Restricted Subsidiary that is a first-tier Foreign Subsidiary owned by the Company or any Domestic Subsidiary Guarantor pledged pursuant to this Section 6.9(a) shall be limited to 66% of the total outstanding voting Capital Stock (except, in the case of First Solar Singapore Hold Co Pte. Ltd., the amount of Capital Stock pledged pursuant to this Section 6.9(a) shall be limited to 65% of the total outstanding voting Capital Stock) and 100% of the total outstanding non-voting Capital Stock of such Foreign Subsidiary) and (ii) take all actions necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the Secured PartiesLenders, a perfected first priority security interest in such Property 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. (subject b) With respect to Liens permitted by Section 6.3any 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 Lenders, a perfected first priority security interest in the Capital Stock of such new Restricted Subsidiary that is 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, (iii) cause such new Restricted Subsidiary, if it is a Wholly Owned Subsidiary of the Company, (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 (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) owned by such Restricted Subsidiary, including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent or the Collateral Agent. and (bC) With respect to any new Subsidiary of the Borrower (other than a Foreign Subsidiary or a Foreign Subsidiary Holding Company) 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 or a Foreign Subsidiary Holding Company), by the Borrower or any of its Subsidiaries, promptly (i) execute and deliver to the Administrative Agent and a certificate of such Restricted Subsidiary, substantially in the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent or the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit form of the Secured Partiesclosing certificate delivered on the Closing Date, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by the Borrower or any of its Subsidiaries, (ii) deliver to the Collateral Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed appropriate insertions and delivered by a duly authorized officer of the Borrower or such Subsidiary, as the case may be, (iii) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement and (B) to take such actions reasonably necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary (subject to Liens and other matters permitted by Section 6.3 and excluding real property and any interests therein, and Intellectual Property to the extent creation of a security interest therein would be contractually prohibited), including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent or the Collateral Agentattachments, and (iv) if reasonably requested by the Administrative Agent or the Collateral Agent, deliver to the Administrative Agent and the Collateral Agent legal opinions covering matters consistent with those covered by the opinions delivered by Dechert LLP or the applicable local counsel, as the case may be, on the Closing Date relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent and the Collateral Agent. (c) With respect to any new Foreign Subsidiary and Foreign Subsidiary Holding Company created or acquired after the Closing Date by the Borrower or any of its Domestic Subsidiaries, promptly (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent or the Collateral Agent deems necessary or advisable in order to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is directly owned by the Borrower or any of its Domestic Subsidiaries (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Foreign Subsidiary or Foreign Subsidiary Holding Company be required to be so pledged (it being understood and agreed that 100% of the total non-voting Capital Stock of any such Subsidiary shall be required to be pledged)), (ii) deliver to the Collateral Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Subsidiary, as the case may be, and take such other action as may be necessary or, in the opinion of the Administrative Agent or the Collateral Agent, desirable to perfect the Lien of the Collateral Agent thereon, and (iii) if requested by the Administrative Agent or the Collateral Agent, deliver to the Administrative Agent and the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. (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 (except, in the case of First Solar Singapore Hold Co Pte. Ltd., the amount of Capital Stock pledged pursuant to this Section 6.9(a) shall be limited to 65% 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 (and grant security to secure) 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 Collateral Administrative Agent a certificate of such Restricted Subsidiary, substantially in the form of the closing certificate delivered on the Closing Date, with appropriate insertions and attachments; provided that this clause (iii) shall not apply if and for so long as there are no Borrowing Subsidiaries that are Foreign Subsidiaries, 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) Notwithstanding For the foregoingavoidance of doubt, any Building (as defined in the requirements of this Section 5.9 applicable Flood Insurance Regulations) and any Manufactured (Mobile) Home (as defined in the applicable Flood Insurance Regulations) owned by the Company or any other Loan Party shall not apply to, and be excluded from the Collateral shall exclude, those assets as to which the Collateral Agent reasonably determines that the costs (time, expense or otherwise) of obtaining a security interest in or Lien upon such assets are excessive in relation to the benefits to the Secured Parties of the security afforded therebyCollateral.

Additional Collateral, etc. (a) With respect to any Property property acquired after the Closing Date by the Borrower or any of its Subsidiaries Loan Party (other than (vx) property excluded from Collateral by the Security Documents, (y) any real property (or interest therein), (w) any Intellectual Property to the extent creation of a security interest therein would be contractually prohibited (other than to the extent that any such prohibition would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code of any relevant jurisdiction or any other applicable law or principles of equity), (x) any Property described in paragraph (b) of this Section, or (yc) below and (z) any Property property subject to a Lien expressly permitted by Section 6.3(g6.3(c), (d), (f), (g), (j) and (z) Property acquired by a Foreign Subsidiaryk)) as to which the Collateral Administrative Agent, for the benefit of the Secured PartiesLenders, does not have a perfected Lien, promptly (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent or the Collateral Agent deems necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the Secured PartiesLenders, a security interest in such Property property and (ii) take all actions necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the Secured PartiesLenders, a perfected first priority security interest in such Property (subject to Liens permitted by Section 6.3)property, including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent or the Collateral Agent. (b) With respect to any new Material Subsidiary other than an (x) Excluded Foreign Subsidiary (or any Subsidiary thereof) or (y) any Subsidiary of the Borrower (other than a Foreign that is wholly or partially owned by any Excluded Regulated Subsidiary or a Foreign Subsidiary Holding Company) created or acquired after the Closing Date by any Loan Party (which, for the purposes of this paragraphparagraph (b), shall include any existing Material Subsidiary directly wholly-owned by one or more Loan Parties that ceases to be a Foreign Subsidiary described in clause (x) or (y) above, and shall include any immaterial Subsidiary that becomes a Foreign Material Subsidiary Holding Companyand is not described in clause (x) or (y) above), by the Borrower or any of its Subsidiaries, promptly (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent or the Collateral Agent deems necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the Secured PartiesLenders, 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 SubsidiariesLoan Party, (ii) deliver to the Collateral 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 berelevant Loan Party, (iii) except in the case of an Excluded Regulated Subsidiary, cause such new Material Subsidiary (A) to become a party to the Guarantee and Collateral Agreement and Agreement, (B) to take such actions reasonably necessary or advisable to grant to the Collateral Agent, Administrative Agent for the benefit of the Secured Parties, Lenders a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary (Material Subsidiary, other than any property subject to Liens and other matters a Lien expressly permitted by Section 6.3 and excluding real property and any interests therein, and Intellectual Property to the extent creation of a security interest therein would be contractually prohibited6.3(c), including(d), without limitation(f), (g), (j) and (k), 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 or and (C) to deliver to the Collateral AgentAdministrative Agent a certificate of such Material Subsidiary, substantially in the form of Exhibit C, with appropriate insertions and attachments, and (iv) if reasonably requested by the Administrative Agent or the Collateral Agent, deliver to the Administrative Agent and the Collateral Agent legal opinions covering matters consistent with those covered by the opinions delivered by Dechert LLP or the applicable local counsel, as the case may be, on the Closing Date relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent and the Collateral Agent. (c) With respect to any new Foreign Subsidiary and Foreign Subsidiary Holding Company created or acquired after the Closing Date by the Borrower or any of its Domestic Subsidiaries, promptly (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent or the Collateral Agent deems necessary or advisable in order to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is directly owned by the Borrower or any of its Domestic Subsidiaries (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Foreign Subsidiary or Foreign Subsidiary Holding Company be required to be so pledged (it being understood and agreed that 100% of the total non-voting Capital Stock of any such Subsidiary shall be required to be pledged)), (ii) deliver to the Collateral Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Subsidiary, as the case may be, and take such other action as may be necessary or, in the opinion of the Administrative Agent or the Collateral Agent, desirable to perfect the Lien of the Collateral Agent thereon, and (iii) if requested by the Administrative Agent or the Collateral Agent, deliver to the Administrative Agent and the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent and the Collateral Agent. (dc) Notwithstanding With respect to any new Excluded Foreign Subsidiary created or acquired after the foregoingClosing Date by any Loan Party, promptly (i) execute and deliver to the requirements Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent deems necessary to grant to the Administrative Agent, for the benefit of this Section 5.9 shall not apply tothe Lenders, and the Collateral shall exclude, those assets as to which the Collateral Agent reasonably determines that the costs (time, expense or otherwise) of obtaining a perfected first priority security interest in or Lien upon the Capital Stock of such assets are excessive new Excluded Foreign Subsidiary that is owned by any such Loan Party (provided that in relation no event shall more than 65% of the total outstanding voting Capital Stock of any such new Excluded Foreign Subsidiary be required to be so pledged), (ii) deliver to the benefits 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 to perfect the Administrative Agent’s security interest therein, and (iii) if requested by the Administrative Agent, deliver to the Secured Parties of Administrative Agent legal opinions relating to the security afforded therebymatters 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 Closing Date by Holdings, the Borrower or any of its Material Subsidiaries (other than (v) any real property (or interest therein)property, (w) any Intellectual Property to the extent creation of a security interest therein would be contractually prohibited (other than to the extent that any such prohibition would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code of any relevant jurisdiction or any other applicable law or principles of equity), (x) any Property property described in paragraph (b) or paragraph (d) of this Section, (x) the Capital Stock of Assisted Living or any of its Unrestricted Subsidiaries, (y) any Property subject to a Lien expressly permitted by Section 6.3(g7.3(f) or (g) and (z) Property acquired by a an Excluded Foreign Subsidiary or an Unrestricted Subsidiary) as to which the Collateral Administrative Agent, for the benefit of the Secured Parties, does not have a perfected Lien, promptly (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent or the Collateral Agent deems necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the Secured Parties, a security interest in such Property and (ii) take all actions necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in such Property (subject to Liens permitted by Section 6.3)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. For purposes of clarity and notwithstanding any provisions of the Guarantee and Collateral Agreement or any other Loan Document to the contrary, the Capital Stock of Assisted Living or any of its Unrestricted Subsidiaries shall not be subject to the security interest of the Administrative Agent or and shall be deemed to be “Excluded Assets” under and as defined in the Guarantee and Collateral AgentAgreement. (b) With respect to (i) any new Material Subsidiary of the Borrower (other than a an Excluded Foreign Subsidiary or a Foreign Subsidiary Holding Companyan Unrestricted 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 an Excluded Foreign Subsidiary or a Foreign Subsidiary Holding Companyan Unrestricted Subsidiary), by Holdings, the Borrower or any of its Subsidiaries, (ii) any Excluded Foreign Subsidiary which becomes a guarantor of or provides direct credit support with respect to any Indebtedness of Holdings, the Borrower or any Domestic Subsidiary, (iii) any Unrestricted Subsidiary which becomes a guarantor of or provides direct credit support with respect to any Indebtedness of Holdings, the Borrower or any Loan Party or (iv) any Inactive Subsidiary which ceases to qualify as an Inactive Subsidiary pursuant to Section 7.18 (such Subsidiary thereafter to be deemed a Material Subsidiary for all purposes of this Agreement), promptly (iA) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent or the Collateral Agent deems necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Material Subsidiary that is owned by Holdings, the Borrower or any of its Restricted Subsidiaries, (iiB) deliver to the Collateral Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of Holdings, the Borrower or such Restricted Subsidiary, as the case may be, (iiiC) cause such new Material Subsidiary (A1) to become a party to the Guarantee and Collateral Agreement and (B2) to take such actions reasonably necessary or advisable to grant to the Collateral Agent, Administrative Agent for the benefit of the Secured Parties, Parties a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Material Subsidiary (subject to Liens other than items described in clauses (v), (x), (y) and other matters permitted by Section 6.3 and excluding real property and any interests therein, and Intellectual Property to the extent creation (z) of a security interest therein would be contractually prohibitedsubsection (a) above), 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 or the Collateral Agent, and (ivD) if reasonably requested by the Administrative Agent or the Collateral Agent, deliver to the Administrative Agent and the Collateral Agent legal opinions covering matters consistent with those covered by the opinions delivered by Dechert LLP or the applicable local counsel, as the case may be, on the Closing Date relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent Agent. Notwithstanding the foregoing, to the extent that any Unrestricted Subsidiary provides an unsecured guarantee but no other credit support with respect to any Indebtedness of Holdings, the Borrower or any Loan Party, such Unrestricted Subsidiary shall only be required to execute and deliver an unsecured guarantee, in a form reasonably satisfactory to the Collateral Administrative Agent, with respect to the Obligations. (c) With Subject to Section 6.9(b)(ii), with respect to any new Excluded Foreign Subsidiary and Foreign Subsidiary Holding Company created or acquired after the Closing Date by Holdings, the Borrower or any of its Domestic SubsidiariesSubsidiaries (other than any Subsidiary which is an Excluded Foreign Subsidiary or an Unrestricted Subsidiary), promptly (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent or the Collateral Agent deems necessary or advisable in order to grant to the Collateral 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 directly owned by Holdings, the Borrower or any of its Domestic Subsidiaries (other than any Excluded Foreign Subsidiaries or Unrestricted Subsidiaries), (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Excluded Foreign Subsidiary or Foreign Subsidiary Holding Company be required to be so pledged (it being understood and agreed that 100% of the total non-voting Capital Stock of any such Subsidiary shall be required to be pledged)), (ii) deliver to the Collateral Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of Holdings, 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 or the Collateral Agent, desirable to perfect the Lien of the Collateral Administrative Agent thereon, and (iii) if requested by the Administrative Agent or the Collateral Agent, deliver to the Administrative Agent and the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent and the Collateral Agent. (d) Notwithstanding If at any time after the foregoingClosing Date, any Loan Party establishes, or any new Subsidiary (other than a Foreign Subsidiary or an Unrestricted Subsidiary) created or acquired after the requirements Closing Date holds, a Deposit Account or Securities Account (other than (x) any Deposit Accounts into which proceeds of this Section 5.9 shall Medicare or Medicaid Receivables (as defined in the Guarantee and Collateral Agreement) are directly deposited by the obligor thereof, (y) any Deposit Accounts or Securities Accounts constituting ordinary course operating accounts holding cash and Investment Property (as defined in the Guarantee and Collateral Agreement) in an amount (with the value of such Investment Property being determined in accordance with GAAP) not apply toexceeding $100,000 for any such Deposit Account or Securities Account and not exceeding $1,000,000 in the aggregate for all such Deposit Accounts and Securities Accounts, in each case excluding Deposit Accounts described in clause (x) above, and (z) any Securities Account containing Investment Property (as defined in the Guarantee and Collateral shall excludeAgreement) the value of which (determined in accordance with GAAP) does not exceed $100,000) or obtains, those assets or holds, Letter-of-Credit Rights which do not constitute Supporting Obligations (as defined in the Guarantee and Collateral Agreement) (other than any such Letter of Credit Rights the value of which does not exceed $100,000 in the aggregate), promptly but in any event within 45 days after the establishment or obtaining of such Deposit Account, Securities Account or Letter-of-Credit Right, or the creation or acquisition of such Subsidiary, (i) execute and deliver to which the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent reasonably determines that deems necessary or advisable to grant to the costs (timeAdministrative Agent, expense or otherwise) for the benefit of obtaining the Secured Parties, a perfected first priority security interest in such Deposit Account, Securities Account or Lien upon Letter-of-Credit Rights and (ii) take such assets are excessive in relation actions necessary or advisable to grant to the benefits to Administrative Agent for the benefit of the Secured Parties a perfected first priority security interest in such Deposit Account, Securities Account or Letter-of-Credit Rights, including actions to cause the Administrative Agent to obtain “control” (within the meaning of the security afforded therebyapplicable Uniform Commercial Code) thereof.