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 Subsidiary Guarantor (other than (w) any property described in paragraph (b) or (c) below), (x) any property constituting Excluded Assets and (y) any property subject to a Lien expressly permitted by Section 7.3(g) 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 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 Permitted Liens), including the entering into of account control agreements (to the extent required by Section 6.17), 90 Xxxxx Wind – Credit Agreement delivery of Collateral that can be perfected by possession and the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent or the Collateral Agent; provided that the actions contemplated by clause (ii) shall not be required in respect of any such property if perfection of the security interest in such property requires more than the entering into of account control agreements (to the extent required by Section 6.17) and the filing of Uniform Commercial Code financing statements or delivery of Collateral that can be perfected by possession unless the value, in the reasonable opinion of the Borrower, of such property, individually or in the aggregate, is equal to $1,500,000 or more. (b) With respect to any fee or leased interest in any real property (together with improvements thereof) that has a value, in the reasonable opinion of the Borrower, in excess of $1,500,000 acquired after the Closing Date by the Borrower or any Subsidiary Guarantor (other than (x) property constituting Excluded Assets and (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 or deed of trust, as applicable (or amendments to the existing Mortgage) in favor of the Collateral Agent, for the benefit of the Secured Parties, covering such real property (subject to Permitted Liens), and (ii) if reasonably requested by the Administrative Agent or the Collateral Agent, provide the Secured Parties with title insurance, surveys, consents, estoppels, flood “life of loan” certifications and proof of flood insurance (if applicable) and legal opinions, in each case with respect to such real property, in form and scope substantially consistent with the corresponding documentation delivered on the Closing Date. (c) With respect to any new Subsidiary created or acquired after the Closing Date by the Borrower or any Subsidiary Guarantor in accordance with Section 7.17(b), promptly (i) execute and deliver to 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, (ii) take such steps as are necessary to give the Collateral Agent “control” (as defined in the Uniform Commercial Code) of the Capital Stock, (iii) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, the Intercreditor Agreement and the Depositary Agreement, (B) to take such actions as are necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary, including the entering into of account control agreements (to the extent required by Section 6.17) and the filing of Uniform 91 Xxxxx Wind – Credit Agreement Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent or the Collateral Agent (provided, that the actions contemplated by clause (B) shall not be required in respect of any property of any such new Subsidiary if perfection of the security interest in such property requires more than the entering into of account control agreements (to the extent required by Section 6.17) and the filing of Uniform Commercial Code financing statements or delivery of Collateral that can be perfected by possession unless the value, in the reasonable opinion of the Borrower, of such property, individually or in the aggregate, is equal to $1,500,000 or more) and (C) to deliver to the Administrative Agent and the Collateral Agent certificates of such Subsidiary, substantially in the respective forms of Exhibit F-1 and Exhibit F-2, with appropriate insertions and attachments, and (iv) if requested by the Administrative Agent or the Collateral Agent with respect to any property with a value, in the reasonable opinion of the Borrower, equal to, individually or in the aggregate, $5,000,000 or more, deliver to the Administrative Agent and the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent and the Collateral Agent.

Additional Collateral, etc. (a) With respect to any personal property or Intellectual Property acquired after the Closing Date by the Borrower or any Subsidiary Guarantor Loan Party (other than (w) any motor vehicles, or any tangible personal property described in paragraph (b) evidenced by a title certificate or (c) below), (x) any other type of property constituting Excluded Assets and (y) any property subject to a Lien expressly permitted excluded by Section 7.3(gthe Security Documents) 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 Collateral Administrative Agent such amendments to the Guarantee and Collateral Security 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, subject to Liens permitted under Section 7.3, 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 Permitted Liens)property, including the entering into of account control agreements (to the extent required by Section 6.17), 90 Xxxxx Wind – Credit Agreement delivery of Collateral that can be perfected by possession and the filing of Uniform Commercial Code financing statements in such jurisdictions as may be reasonably required by the Guarantee and Collateral Security Agreement or by law or as may be reasonably requested by the Administrative Agent or the Collateral Agent; provided that the actions contemplated by clause (ii) shall not be required in respect of any such property if perfection of the security interest in such property requires more , other than the entering into of account control agreements (to the extent required by Section 6.17) and the filing of Uniform Commercial Code financing statements or delivery of Collateral that can be perfected by possession unless the value, in the reasonable opinion of the Borrower, of such property, individually or in the aggregate, is equal to $1,500,000 or moreforeign collateral documents. (b) With respect to any fee or leased interest in any real property having a value (together with improvements thereof) that has a value, in the reasonable opinion of the Borrower, in excess of at least $1,500,000 175,000 acquired after the Closing Date by the Borrower or any Subsidiary Guarantor Loan Party (other than (x) property constituting Excluded Assets and (y) any such real property subject or to be subject to a Lien expressly permitted by Section 7.3(g), (w) or (z)), on a quarterly basis reasonably promptly after delivery of the financial statements delivered pursuant to Section 6.1(a) or (i) b), execute and deliver (x) other than with respect to any such real property for which the Flood Determination required pursuant to this paragraph indicates that such real property is located in a Special Flood Hazard Area, a first priority mortgage or deed of trust, as applicable (or amendments trust in a form substantially similar to the existing Mortgage) Mortgages on the Initial Mortgaged Properties and reasonably satisfactory to the Administrative Agent, in favor of the Collateral Administrative Agent, for the benefit of the Secured PartiesLenders, covering such real property and recorded by a nationally recognized title insurance company, (subject to Permitted Liens), and y) a completed Federal Emergency Management Agency life-of-loan Standard Flood Hazard Determination (iia “Flood Determination”) if reasonably requested by the Administrative Agent or the Collateral Agent, provide the Secured Parties with title insurance, surveys, consents, estoppels, flood “life of loan” certifications and proof of flood insurance (if applicable) and legal opinions, in each case with respect to each such real property, in form property and scope substantially consistent (z) a title search dated contemporaneous with the corresponding documentation delivered on delivery of such Mortgage conducted by a title insurance company which reflects that such Mortgaged Property is owned in fee by the Closing DateLoan Party identified as the mortgagor, trustor or grantor in the applicable Mortgage, free and clear of all Liens other than Permitted Liens. (c) With respect to any new Subsidiary (other than an Unrestricted Subsidiary) created or acquired after the Closing Date by the Borrower any Loan Party (or any Subsidiary Guarantor in accordance with Section 7.17(b)that ceases to be a Liquidating Subsidiary) or any Subsidiary of a Loan Party ceases to be an Unrestricted Subsidiary, promptly (i) execute and deliver to the Collateral Administrative Agent such amendments to the Guarantee and Collateral Security Agreement 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 perfected first priority security interest subject to Liens permitted pursuant to Section 7.3 in the Capital Stock of such new Subsidiary (other than an Unrestricted Subsidiary) that is owned by any Loan Party (provided, such security interest shall be limited (iiA) take such steps as are necessary to give the Collateral Agent “control” (as defined in the Uniform Commercial Codecase of a Foreign Subsidiary or a Domestic Subsidiary that has no material assets other than (1) of Holdings and the Capital StockBorrower shall not be required to take, or cause any Subsidiary to take, the actions required by this paragraph (iiic) cause with respect to any such new Subsidiary prior to the delivery of financial statements delivered pursuant to Section 6.1(a) or (Ab) for the fiscal quarter of the Borrower during which such new Subsidiary was created or acquired unless (x) the aggregate amount of Investments made by the Group Members in all such new Subsidiaries exceeds $10,000,000 prior to the end of such fiscal quarter or (y) a Default has occurred and is continuing and (2) Holdings and the Borrower shall not be required to provide the legal opinions required by this paragraph (c) if the applicable new Subsidiary (on a consolidated basis) accounts for less than 1% of the assets, revenues or Consolidated EBITDA of the Borrower, in each case on a pro forma basis as of the end of and for the four fiscal quarters most recently ended for which financial statements have been delivered under Section 6.1 (a) or (b), as though such Subsidiary had become a party to Subsidiary at the Guarantee and Collateral Agreementbeginning of such period, the Intercreditor Agreement and the Depositary Agreement, (B) to take such actions as are 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 unless such new Subsidiary, including together with all other Subsidiary Guarantors organized in the entering into of account control agreements (same jurisdiction with respect to the extent required by Section 6.17) and the filing of Uniform 91 Xxxxx Wind – Credit Agreement 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 which no opinions have been received by the Administrative Agent or the Collateral Agent (providedAgent, that the actions contemplated by clause (B) shall not be required in respect account for 4% of any property of any such new Subsidiary if perfection more of the security interest in such property requires more than the entering into of account control agreements (to the extent required by Section 6.17) and the filing of Uniform Commercial Code financing statements assets, revenues or delivery of Collateral that can be perfected by possession unless the value, in the reasonable opinion Consolidated EBITDA of the Borrower, of such property, individually or in Borrower (determined on the aggregate, is equal to $1,500,000 or more) and (C) to deliver to the Administrative Agent and the Collateral Agent certificates of such Subsidiary, substantially in the respective forms of Exhibit F-1 and Exhibit F-2, with appropriate insertions and attachments, and (iv) if requested by the Administrative Agent or the Collateral Agent with respect to any property with a value, in the reasonable opinion of the Borrower, equal to, individually or in the aggregate, $5,000,000 or more, deliver to the Administrative Agent and the Collateral Agent legal opinions relating to the matters described same basis as provided above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent and the Collateral Agent).

Additional Collateral, etc. (a) With respect to any property Property developed, authored, revised, updated, adapted, translated, collected, compiled, licensed, or acquired after the Closing Date by the Borrower or on behalf of any Subsidiary Guarantor Group Member (other than (wx) any property Property described in paragraph (b), (c) or (cd) below), (x) any property constituting Excluded Assets and (y) any property Property subject to a Lien expressly permitted by Section 7.3(g) and (z) Property acquired by any Excluded Foreign Subsidiary) as to which the Collateral AgentTrustee, for the benefit of the Secured Parties, does not have a perfected Lien) first priority Lien (subject to Permitted Liens), promptly (i) execute and deliver to the Collateral 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 to grant to the Collateral AgentTrustee, 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 AgentTrustee, for the benefit of the Secured Parties, a perfected first priority security interest in such property (subject to Permitted Liens), including the entering into of account control agreements (to the extent required by Section 6.17), 90 Xxxxx Wind – Credit Agreement delivery of Collateral that can be perfected by possession and the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent and, in the case of newly developed, authored, revised, updated, adapted, translated, collected, compiled, licensed or the Collateral Agent; provided that the actions contemplated by clause (ii) shall not be required in respect of any such property if perfection of the security interest in such property requires more than the entering into of account control agreements (acquired Intellectual Property, and, to the extent required by Section 6.17) and in conformity with the filing Borrower's ordinary course business practices, the registration of Uniform Commercial Code financing statements or delivery of Collateral that can be perfected by possession unless the value, such property in the reasonable opinion of U.S. Copyright Office or Patent and Trademark Office, as applicable, or foreign equivalents thereof, and recordation in the BorrowerU.S. Copyright Office or Patent and Trademark Office, as applicable, or foreign equivalents thereof, of Intellectual Property Mortgages covering such property, individually or in the aggregate, is equal to $1,500,000 or more. (b) With respect to any fee or leased interest in any real property having a value (together with improvements thereof) that has a value, in the reasonable opinion of the Borrower, in excess of at least $1,500,000 1,000,000 acquired after the Closing Date by the Borrower or any Subsidiary Guarantor Group Member (other than (x) property constituting Excluded Assets and (y) any such real property subject to a Lien expressly permitted by Section 7.3(g) and (z) real property acquired by any Excluded Foreign Subsidiary)), promptly (i) promptly execute and deliver a first priority mortgage or deed of trustReal Property Mortgage (subject to Permitted Liens), as applicable (or amendments to the existing Mortgage) in favor of the Collateral AgentTrustee, for the benefit of the Secured Parties, covering such real property (subject to Permitted Liens)property, and (ii) if reasonably requested by at least 30 days prior to the purchase of the real property, provide the Administrative Agent or with a copy of an environmental site assessment report conforming to the Collateral Agent, provide standards of the Secured Parties ASTM "Standard Practice for Environmental Site Assessments: Phase I Environmental Site Assessment Process" (ASTM 1527-00) along with title insurance, surveys, consents, estoppels, flood “life of loan” certifications and proof of flood insurance (if applicable) and legal opinions, in each case with respect to such real propertyother documentation, in form and scope substantially consistent with the corresponding documentation delivered on the Closing Date. (c) With respect to any new Subsidiary created or acquired after the Closing Date by the Borrower or any Subsidiary Guarantor in accordance with Section 7.17(b), promptly (i) execute and deliver to 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, (ii) take such steps as are necessary to give the Collateral Agent “control” (as defined in the Uniform Commercial Code) of the Capital Stock, (iii) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, the Intercreditor Agreement and the Depositary Agreement, (B) to take such actions as are necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary, including the entering into of account control agreements (to the extent required by Section 6.17) and the filing of Uniform 91 Xxxxx Wind – Credit Agreement Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent or the Collateral Agent (provided, that the actions contemplated by clause (B) shall not be required in respect of any property of any such new Subsidiary if perfection of the security interest in such property requires more than the entering into of account control agreements (to the extent required by Section 6.17) and the filing of Uniform Commercial Code financing statements or delivery of Collateral that can be perfected by possession unless the value, in the reasonable opinion of the Borrower, of such property, individually or in the aggregate, is equal to $1,500,000 or more) and (C) to deliver substance satisfactory to the Administrative Agent and Agent, sufficient to establish that the Collateral Agent certificates of such Subsidiary, substantially in the respective forms of Exhibit F-1 and Exhibit F-2, with appropriate insertions and attachments, and property does not contain identifiable environmental conditions that are likely to cause a Material Adverse Effect; (iviii) if requested by the Administrative Agent Agent, promptly 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 Collateral Agent with respect to any property Administrative Agent) as well as a current ALTA survey thereof, together with a valuesurveyor's certificate and (y) any consents or estoppels reasonably deemed necessary or advisable by the Administrative Agent in connection with such Real Property Mortgage, in the reasonable opinion each of the Borrower, equal to, individually or foregoing in the aggregate, $5,000,000 or more, deliver form and substance reasonably satisfactory to the Administrative Agent and (iv) deliver to the Collateral 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) created or acquired after the Closing Date by any Group Member (which, for the purposes of this paragraph (c), shall include any existing Subsidiary that ceases to be an Excluded Foreign Subsidiary), promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement and other documents and take such other actions as the Administrative Agent deems necessary or advisable to grant to the Collateral Trustee, 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 Collateral Trustee the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Group Member, (iii) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, (B) to take such actions necessary or advisable to grant to the Collateral Trustee for the benefit of the Secured Parties a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent and (C) to deliver to the Administrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit C, with appropriate insertions and attachments, and (iv) if reasonably requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. (d) With respect to any new Excluded Foreign Subsidiary created or acquired after the Closing Date by any Group Member (other than by any Group Member that is an Excluded Foreign Subsidiary), promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement, Foreign Pledge Agreements and other documents and take such other actions as the Administrative Agent deems necessary or advisable to grant to the Collateral Trustee, 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 such Group Member (provided that in no event shall more than 66.5% of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledged), (ii) deliver to the Collateral Trustee the certificates representing such Capital Stock, together with undated (and, if relevant, stamped) 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 or protect the Collateral Trustee's security interest therein, and (iii) if reasonably requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. (e) The Borrower shall, and shall cause each of its Subsidiaries to, use its commercially reasonable efforts (which shall not require the payment of any fee to obtain any Landlord Waiver) to deliver to the Administrative Agent within 30 days after the Closing Date a Landlord Waiver executed by the lessor of any real property that is currently leased by the Borrower or any such Subsidiary for a term ending subsequent to the first anniversary of the Closing Date in any state which by statute grants such lessor a "landlord's" (or similar) Lien which is superior to that of the Collateral Trustee, and to the extent any such Landlord Waiver is not so executed and delivered, a written explanation of the Borrower as to why the Borrower or such Subsidiary, as the case may be, was unable to obtain such Landlord Waiver. Prior to entering into any new lease of real property or renewing any existing lease of real property following the Closing Date, the Borrower shall, and shall cause each of its Subsidiaries to, use its commercially reasonable efforts to deliver to the Administrative Agent a Landlord Waiver executed by the lessor of any real property that is to be leased by the Borrower or such Subsidiary for a term in excess of one year in any state which by statute grants such lessor a "landlord's" (or similar) Lien which is superior to that of the Collateral Trustee. (f) Within 60 days following the Closing Date, the Administrative Agent shall have received, and the title insurance company issuing the policy referred to in Section 5.1(l) (ii) (the "Title Insurance Company") shall have received, maps or plats of an as-built survey of the site of the Mortgaged Real Property set forth on Schedule 1.1(b) certified to the Administrative Agent and the Collateral AgentTitle Insurance Company in a manner satisfactory to them, dated a date satisfactory to the Administrative Agent and the Title Insurance Company by an independent professional licensed land surveyor satisfactory to the Administrative 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 1992, and, without limiting the generality of the foregoing, there shall be surveyed and shown on such maps, plats or surveys the following: (A) the locations on such sites of all the buildings, structures and other improvements and the established building setback lines; (B) the lines of streets abutting the sites and width thereof; (C) all access and other easements appurtenant to the sites; (D) all roadways, paths, driveways, easements, encroachments and overhanging projections and similar encumbrances affecting the site, whether recorded, apparent from a physical inspection of the sites or otherwise known to the surveyor; (E) any encroachments on any adjoining property by the building structures and improvements on the sites; (F) if the site is described as being on a filed map, a legend relating the survey to said map; and (G) the flood zone designations, if any, in which the Mortgaged Real Properties are located.

Additional Collateral, etc. (a) With respect to any personal property or Intellectual Property acquired after the Closing Date by the Borrower or any Subsidiary Guarantor Loan Party (other than (w) any motor vehicles, or any tangible personal property described in paragraph (b) evidenced by a title certificate or (c) below), (x) any other type of property constituting Excluded Assets and (y) any property subject to a Lien expressly permitted excluded by Section 7.3(gthe Security Documents) 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 Collateral Administrative Agent such amendments to the Guarantee and Collateral Security 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, subject to Liens permitted under Section 7.3, 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 Permitted Liens)property, including the entering into of account control agreements (to the extent required by Section 6.17), 90 Xxxxx Wind – Credit Agreement delivery of Collateral that can be perfected by possession and the filing of Uniform Commercial Code financing statements in such jurisdictions as may be reasonably required by the Guarantee and Collateral Security Agreement or by law or as may be reasonably requested by the Administrative Agent or the Collateral Agent; provided that the actions contemplated by clause (ii) shall not be required in respect of any such property if perfection of the security interest in such property requires more , other than the entering into of account control agreements (to the extent required by Section 6.17) and the filing of Uniform Commercial Code financing statements or delivery of Collateral that can be perfected by possession unless the value, in the reasonable opinion of the Borrower, of such property, individually or in the aggregate, is equal to $1,500,000 or moreforeign collateral documents. (b) With respect to any fee or leased interest in any real property having a value (together with improvements thereof) that has a value, in the reasonable opinion of the Borrower, in excess of at least $1,500,000 175,000 acquired after the Closing Date by the Borrower or any Subsidiary Guarantor Loan Party (other than (x) property constituting Excluded Assets and (y) any such real property subject or to be subject to a Lien expressly permitted by Section 7.3(g), (w) or (z)), on a quarterly basis reasonably promptly after delivery of the financial statements delivered pursuant to Section 6.1(a) or (i) b), execute and deliver (x) other than with respect to any such real property for which the Flood Determination required pursuant to this paragraph indicates that such real property is located in a Special Flood Hazard Area, a first priority mortgage or deed of trust, as applicable (or amendments trust in a form substantially similar to the existing Mortgage) Mortgages on the Initial Mortgaged Properties and reasonably satisfactory to the Administrative Agent, in favor of the Collateral Administrative Agent, for the benefit of the Secured PartiesLenders, covering such real property and recorded by a nationally recognized title insurance company, (subject to Permitted Liens), and y) a completed Federal Emergency Management Agency life-of-loan Standard Flood Hazard Determination (iia “Flood Determination”) if reasonably requested by the Administrative Agent or the Collateral Agent, provide the Secured Parties with title insurance, surveys, consents, estoppels, flood “life of loan” certifications and proof of flood insurance (if applicable) and legal opinions, in each case with respect to each such real property, in form property and scope substantially consistent (z) a title search dated contemporaneous with the corresponding documentation delivered on delivery of such Mortgage conducted by a title insurance company which reflects that such Mortgaged Property is owned in fee by the Closing DateLoan Party identified as the mortgagor, trustor or grantor in the applicable Mortgage, free and clear of all Liens other than Permitted Liens. (c) With respect to any new Subsidiary (other than an Unrestricted Subsidiary) created or acquired after the Closing Date by the Borrower any Loan Party (or any Subsidiary Guarantor in accordance with Section 7.17(b)that ceases to be a Liquidating Subsidiary) or any Subsidiary of a Loan Party ceases to be an Unrestricted Subsidiary, promptly (i) execute and deliver to the Collateral Administrative Agent such amendments to the Guarantee and Collateral Security Agreement 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 perfected first priority security interest subject to Liens permitted pursuant to Section 7.3 in the Capital Stock of such new Subsidiary (other than an Unrestricted Subsidiary) that is owned by any Loan Party (provided, such security interest shall be limited (A) in the case of a Foreign Subsidiary or a Domestic Subsidiary that has no material assets other than Capital Stock of one or more “controlled foreign corporations” (as defined under Section 957 of the Code), to 65% of such Capital Stock in such Subsidiary, (B) in the case of any Insurance Subsidiary, to the lesser of the amount of such Insurance Subsidiary’s Capital Stock which can be pledged pursuant to the applicable law governing such Insurance Subsidiary or if such Insurance Subsidiary is a Foreign Subsidiary, the amount which is required to be otherwise pledged hereunder and (C) in the case of any Non-Profit Entity formed after the Closing Date, to the amount of such entity’s Capital Stock that can be pledged pursuant to the applicable law or regulations governing such entity), (ii) take deliver to the Administrative Agent the certificates representing such steps as are necessary to give the Collateral Agent “control” (as defined Capital Stock, together with undated stock powers, in the Uniform Commercial Code) blank, executed and delivered by a duly authorized officer of the Capital Stockrelevant Loan Party, (iii) cause such new Subsidiary (Aunless such Subsidiary is a Foreign Subsidiary, a Domestic Subsidiary of a Foreign Subsidiary, a Domestic Subsidiary that has no material assets other than Capital Stock of one or more “controlled foreign corporations” (as defined (1) Holdings and the Borrower shall not be required to become a party take, or cause any Subsidiary to the Guarantee and Collateral Agreementtake, the Intercreditor Agreement and the Depositary Agreement, actions required by this paragraph (Bc) to take such actions as are 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 any such new Subsidiary prior to the delivery of financial statements delivered pursuant to Section 6.1(a) or (b) for the fiscal quarter of the Borrower during which such new Subsidiary was created or acquired unless (x) the aggregate amount of Investments made by the Group Members in all such new Subsidiaries exceeds $10,000,000 prior to the end of such fiscal quarter or (y) a Default has occurred and is continuing and (2) Holdings and the Borrower shall not be required to provide the legal opinions required by this paragraph (c) if the applicable new Subsidiary (on a consolidated basis) accounts for less than 1% of the assets, revenues or Consolidated EBITDA of the Borrower, in each case on a pro forma basis as of the end of and for the four fiscal quarters most recently ended for which financial statements have been delivered under Section 6.1 (a) or (b), as though such Subsidiary had become a Subsidiary at the beginning of such period, unless such new Subsidiary, including together with all other Subsidiary Guarantors organized in the entering into of account control agreements (same jurisdiction with respect to the extent required by Section 6.17) and the filing of Uniform 91 Xxxxx Wind – Credit Agreement 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 which no opinions have been received by the Administrative Agent or the Collateral Agent (providedAgent, that the actions contemplated by clause (B) shall not be required in respect account for 4% of any property of any such new Subsidiary if perfection more of the security interest in such property requires more than the entering into of account control agreements (to the extent required by Section 6.17) and the filing of Uniform Commercial Code financing statements assets, revenues or delivery of Collateral that can be perfected by possession unless the value, in the reasonable opinion Consolidated EBITDA of the Borrower, of such property, individually or in Borrower (determined on the aggregate, is equal to $1,500,000 or more) and (C) to deliver to the Administrative Agent and the Collateral Agent certificates of such Subsidiary, substantially in the respective forms of Exhibit F-1 and Exhibit F-2, with appropriate insertions and attachments, and (iv) if requested by the Administrative Agent or the Collateral Agent with respect to any property with a value, in the reasonable opinion of the Borrower, equal to, individually or in the aggregate, $5,000,000 or more, deliver to the Administrative Agent and the Collateral Agent legal opinions relating to the matters described same basis as provided above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent and the Collateral Agent).

Additional Collateral, etc. (a) With respect to any property Property acquired after the Closing Date by the Borrower or any Subsidiary Guarantor of its Subsidiaries (other than (w) any interest in real property or any Property described in paragraph (b) or (c) below)of this Section, (x) any property constituting Excluded Assets and (y) any property Property subject to a Lien expressly permitted by Section 7.3(g), (y) Property acquired by an Excluded Domestic Subsidiary and (z) Property acquired by or equity interests in 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 Collateral Administrative 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 Parties, a security interest in such property, Property (to the extent such Property is of a type that would constitute Collateral as described in the Guarantee and Collateral Agreement) and (ii) take all actions necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest (subject, except in the case of the pledge of any Subsidiary Capital Stock, to Liens permitted by Section 7.3) in such property (subject to Permitted Liens), including the entering into of account control agreements Property (to the extent required by Section 6.17Guarantee and Collateral Agreement), 90 Xxxxx Wind – Credit Agreement delivery of Collateral that can be perfected by possession and 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; provided that the actions contemplated by clause (ii) shall not be required in respect of any such property if perfection of the security interest in such property requires more than the entering into of account control agreements (to the extent required by Section 6.17) and the filing of Uniform Commercial Code financing statements or delivery of Collateral that can be perfected by possession unless the value, in the reasonable opinion of the Borrower, of such property, individually or in the aggregate, is equal to $1,500,000 or more. (b) With respect to any fee or leased simple interest in any real property having a value (together with improvements thereof) that has a value, in the reasonable opinion of the Borrower, in excess of at least $1,500,000 1,000,000 acquired after the Closing Date by the Borrower or any Subsidiary Guarantor of its Subsidiaries (other than (x) property constituting Excluded Assets and (y) any such real property owned by an Excluded Domestic Subsidiary, an Excluded Foreign Subsidiary or subject to a Lien expressly permitted by Section 7.3(g)), promptly (i) execute and deliver a first priority mortgage or deed of trust, as applicable (or amendments to the existing Mortgage) Mortgage in favor of the Collateral Administrative Agent, for the benefit of the Secured Parties, covering such real property (subject to Permitted Liens), and (ii) if reasonably requested by the Administrative Agent or the Collateral Agent, provide the Secured Parties with title insurance, surveys, consents, estoppels, flood “life of loan” certifications and proof of flood insurance (if applicable) and legal opinions, in each case with respect to such real property, in form and scope substantially consistent with the corresponding documentation delivered on the Closing Date. (c) With respect to any new Subsidiary created or acquired after the Closing Date by the Borrower or any Subsidiary Guarantor in accordance with Section 7.17(b), promptly (i) execute and deliver to 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, (ii) take such steps as are necessary to give the Collateral Agent “control” (as defined in the Uniform Commercial Code) of the Capital Stock, (iii) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, the Intercreditor Agreement and the Depositary Agreement, (B) to take such actions as are necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary, including the entering into of account control agreements (to the extent required by Section 6.17) and the filing of Uniform 91 Xxxxx Wind – Credit Agreement Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent or the Collateral Agent (provided, that the actions contemplated by clause (B) shall not be required in respect of any property of any such new Subsidiary if perfection of the security interest in such property requires more than the entering into of account control agreements (to the extent required by Section 6.17) and the filing of Uniform Commercial Code financing statements or delivery of Collateral that can be perfected by possession unless the value, in the reasonable opinion of the Borrower, of such property, individually or in the aggregate, is equal to $1,500,000 or more) and (C) to deliver to the Administrative Agent and the Collateral Agent certificates of such Subsidiary, substantially in the respective forms of Exhibit F-1 and Exhibit F-2, with appropriate insertions and attachments, and (iv) if requested by the Administrative Agent 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 Collateral Agent with respect to any property Administrative Agent) as well as a current ALTA survey thereof, together with a valuesurveyor’s certificate and (y) any consents or estoppels reasonably deemed necessary or advisable by the Administrative Agent in connection with such Mortgage, in the reasonable opinion each of the Borrower, equal to, individually or foregoing in form and substance reasonably satisfactory to the aggregate, $5,000,000 or moreAdministrative Agent and (iii) if requested by the Administrative Agent, deliver to the Administrative Agent and the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. (c) With respect to any new Subsidiary (other than an Excluded Foreign Subsidiary) created or acquired after the Closing Date (which, for the purposes of this paragraph, shall include any existing Subsidiary that ceases to be an Excluded Foreign Subsidiary), by the Borrower or any of its Subsidiaries (other than by an Excluded Domestic Subsidiary), promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the 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 Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Subsidiary, as the case may be, (iii) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement and (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties a perfected first priority security interest (subject, except in the case of the pledge of any Subsidiary Capital Stock, to Liens permitted by Section 7.3) in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary to the extent required by the Guarantee and Collateral Agreement, including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by 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. (d) With respect to any new Excluded Foreign Subsidiary (other than any De Minimus Excluded Foreign Subsidiary) created or acquired after the Closing Date by the 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 reasonably 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 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 voting Capital Stock of any such new Excluded Foreign Subsidiary be required to be so pledged), (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Subsidiary, as the case may be, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Lien of the Administrative Agent thereon, and (iii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.

Additional Collateral, etc. (a) With respect to any property Property acquired after the Closing Date by the Borrower Company or any Subsidiary Guarantor of its Subsidiaries (other than (w) any interest in real property or any Property described in paragraph (b) or (c) below)of this Section 6.08, (x) any property constituting Excluded Assets and (y) any property Property subject to a Lien expressly permitted by Section 7.3(g7.03(g), (y) Property acquired by an Excluded Domestic Subsidiary and (z) Property acquired by or equity interests in 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 Collateral Agent such amendments to the Guarantee and Collateral Agreement or (and, for any Foreign Subsidiary Guarantor, such other Security Documents to which it is a party) and such other documents (including intellectual property security agreements) as the 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, Property (to the extent such Property is of a type that would constitute Collateral as described in the Guarantee and Collateral Agreement or other Security Documents to which any Foreign Subsidiary Guarantor is a party) and (ii) take all actions necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest (subject, except in the case of the pledge of any Subsidiary Capital Stock, to Liens permitted by Section 7.03) in such property (subject to Permitted Liens), including the entering into of account control agreements Property (to the extent required by Section 6.17the Guarantee and Collateral Agreement or other Security Documents to which any Foreign Subsidiary Guarantor is a party), 90 Xxxxx Wind – Credit Agreement delivery of Collateral that can be perfected by possession and including without limitation, the filing of Uniform Commercial Code financing statements and equivalent filings in other jurisdictions and/or intellectual property security agreements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or other Security Documents to which any Foreign Subsidiary Guarantor is a party or by law or as may be reasonably requested by the Administrative Agent or the Collateral Agent; provided that the actions contemplated by clause (ii) shall not be required in respect of any such property if perfection of the security interest in such property requires more than the entering into of account control agreements (to the extent required by Section 6.17) and the filing of Uniform Commercial Code financing statements or delivery of Collateral that can be perfected by possession unless the value, in the reasonable opinion of the Borrower, of such property, individually or in the aggregate, is equal to $1,500,000 or more. (b) With respect to any fee or leased simple interest in any real property having a value (together with improvements thereof) that has a value, in the reasonable opinion of the Borrower, in excess of at least $1,500,000 4,000,000 acquired after the Closing Date by the Borrower Company or any Subsidiary Guarantor of its Subsidiaries (other than (x) property constituting Excluded Assets and (y) any such real property owned by an Excluded Domestic Subsidiary, an Excluded Foreign Subsidiary or subject to a Lien expressly permitted by Section 7.3(g7.03(g)), promptly (i) execute and deliver a first priority mortgage or deed of trust, as applicable (or amendments to the existing Mortgage) Mortgage in favor of the Collateral Agent, for the benefit of the Secured Parties, covering such real property (subject to Permitted Liens)property, and (ii) if reasonably requested by the Administrative Agent or the Collateral Agent, provide the Secured Parties Lenders with (x) title insuranceand 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 Collateral Agent) as well as a current ALTA survey thereof, surveystogether with a surveyor’s certificate and (y) any consents or estoppels reasonably deemed necessary or advisable by the Collateral Agent in connection with such Mortgage, consentseach of the foregoing in form and substance reasonably satisfactory to the Collateral Agent (or equivalent documents, estoppelsif any, flood to the extent relevant in the jurisdiction of organization of any Foreign Subsidiary Guarantor or the jurisdiction where such real property is located) 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. No later than three Business Days 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 shall have received the following documents (collectively, the “Flood Documents”): (A) a completed standard “life of loan” certifications flood hazard determination form (a “Flood Determination Form”), (B) if the improvement(s) to the applicable improved real property is located in a special flood hazard area, a notification to the Company (“Company Notice”) and proof of flood insurance (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, (C) documentation evidencing the Company’s receipt of the Company Notice (e.g., countersigned Company Notice, return receipt of certified U.S. Mail, or overnight delivery), and legal opinions(D) if the Company Notice is required to be given and flood insurance is available in the community in which the property is located, a copy of one of the following: the flood insurance policy, the Company’s application for a flood insurance policy plus proof of premium payment, a declaration page confirming that flood insurance has been issued, or such other evidence of flood insurance satisfactory to the Collateral Agent (any of the foregoing being “Evidence of Flood Insurance”) (or equivalent documents, if any, to the extent relevant in each case with respect to the jurisdiction of organization of any Foreign Subsidiary Guarantor or the jurisdiction where such real property, in form and scope substantially consistent with the corresponding documentation delivered on the Closing Dateproperty is located). (c) With respect to any new Subsidiary (other than an Excluded Foreign Subsidiary) created or acquired after the Closing Date (which, for the purposes of this paragraph, shall include any existing Subsidiary that ceases to be an Excluded Foreign Subsidiary), by the Borrower Company or any Subsidiary Guarantor in accordance with Section 7.17(bof its Subsidiaries (other than by an Excluded Domestic Subsidiary), promptly (i) execute and deliver to the Collateral Agent such amendments to the Guarantee and Collateral Agreement (and, for any Foreign Subsidiary Guarantor, such other Security Documents to which it is a party) 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 SubsidiarySubsidiary that is owned by the Company or any of its Subsidiaries, (ii) take such steps as are necessary deliver to give the Collateral Agent “control” (as defined the certificates representing such Capital Stock, together with undated stock powers, in the Uniform Commercial Code) blank, executed and delivered by a duly authorized officer of the Capital StockCompany or such Subsidiary, as the case may be, (iii) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral AgreementAgreement (and, the Intercreditor Agreement for any Foreign Subsidiary Guarantor, such other Security Documents to which it is to be a party) and the Depositary Agreement, (B) to take such actions as are necessary or advisable to grant to the Collateral Agent, Agent for the benefit of the Secured Parties, Parties a perfected first priority security interest (subject, except in the case of the pledge of any Subsidiary Capital Stock, to Liens permitted by Section 7.03) in the Collateral described in the Guarantee and Collateral Agreement (and, for any Foreign Subsidiary Guarantor, such other Security Documents to which it is a party) with respect to such new Subsidiary, including the entering into of account control agreements (Subsidiary to the extent required by Section 6.17) the Guarantee and Collateral Agreement (and, for any Foreign Subsidiary Guarantor, such other Security Documents to which it is a party), including, without limitation, the filing of Uniform 91 Xxxxx Wind – Credit Agreement Commercial Code financing statements and equivalent filings in other relevant jurisdictions and intellectual property security agreements in such jurisdictions as may be required by the Guarantee and Collateral Agreement Agreement, or such other Security Documents to which any Foreign Subsidiary Guarantor is a party, or by law or as may be reasonably requested by the Administrative Agent or the Collateral Agent (provided, that the actions contemplated by clause (B) shall not be required in respect of any property of any such new Subsidiary if perfection of the security interest in such property requires more than the entering into of account control agreements (to the extent required by Section 6.17) and the filing of Uniform Commercial Code financing statements or delivery of Collateral that can be perfected by possession unless the value, in the reasonable opinion of the Borrower, of such property, individually or in the aggregate, is equal to $1,500,000 or more) and (C) to deliver to the Administrative Agent and the Collateral Agent certificates of such Subsidiary, substantially in the respective forms of Exhibit F-1 and Exhibit F-2, with appropriate insertions and attachmentsAgent, and (iv) if requested by the Administrative Agent or the Collateral Agent with respect to any property with a value, in the reasonable opinion of the Borrower, equal to, individually or in the aggregate, $5,000,000 or moreAgent, 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 Collateral Agent. (d) With respect to any new Excluded Foreign Subsidiary (other than any De Minimus Excluded Foreign Subsidiary) created or acquired after the Closing Date by the Company or any of its Subsidiaries (which, for the purposes of this paragraph, shall include any existing Subsidiary that ceases to be a De Minimus Excluded Foreign Subsidiary) (other than any Excluded Foreign Subsidiaries), promptly (i) execute and deliver to the Collateral Agent such amendments to the Guarantee and Collateral Agreement (and, for any Foreign Subsidiary Guarantor, such other Security Documents to which it is a party) or such other documents as the Collateral Agent reasonably deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by the Company or any of its Subsidiaries (other than any Excluded Foreign Subsidiaries) (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Excluded Foreign Subsidiary be required to be so 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 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 the Lien of the Collateral Agent thereon, 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 acquired after the Closing Effective Date by the Borrower or any Subsidiary Guarantor Group Member (other than (wx) any property described in paragraph (bc) or (cd) below)below and any interest in real property, (x) any property constituting Excluded Assets and (y) any property subject to a Lien expressly permitted by Section 7.3(g8.3(f) and (z) property acquired by any Excluded Foreign Subsidiary) as to which the either Collateral Agent, for the benefit of the relevant Secured Parties, does not have a perfected Lien) , promptly (i) execute and deliver to the such Collateral Agent such amendments to the relevant Guarantee and Collateral Agreement or such other documents as the Administrative Agent or the such Collateral Agent deems necessary or advisable to grant to the such Collateral Agent, for the benefit of the relevant Secured Parties, (A) a first priority security interest in such property, in the case of the First Lien Secured Parties, and (B) a second priority security interest in such property, in the case of the Second Lien Secured Parties (subject, in each case, to Liens permitted by Sections 8.3(a) through (e)) and (ii) take all actions necessary or advisable to grant to the such Collateral Agent, for the benefit of the relevant Secured Parties, (A) a perfected first priority security interest in such property property, in the case of the First Lien Secured Parties, and (subject to Permitted Liens)B) a perfected second priority interest in such property, in the case of the Second Lien Secured Parties, including the entering into of account control agreements (to the extent required by Section 6.17), 90 Xxxxx Wind – Credit Agreement delivery of Collateral that can be perfected by possession and the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the relevant Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent or the such Collateral Agent; provided that the actions contemplated by clause (ii) shall not be required in respect of any such property if perfection of the security interest in such property requires more than the entering into of account control agreements (to the extent required by Section 6.17) and the filing of Uniform Commercial Code financing statements or delivery of Collateral that can be perfected by possession unless the value, in the reasonable opinion of the Borrower, of such property, individually or in the aggregate, is equal to $1,500,000 or more. (b) With respect to any fee or leased interest in any real property having a value (together with improvements thereof) that has a value, in the reasonable opinion of the Borrower, in excess of at least $1,500,000 500,000 acquired after the Closing Effective Date by the Borrower or any Subsidiary Guarantor Group Member (other than (x) property constituting Excluded Assets and (y) any such real property subject to a Lien expressly permitted by Section 7.3(g)8.3(f) and (y) real property acquired by any Excluded Foreign Subsidiary), promptly (i) execute and deliver (A) a first priority mortgage or deed of trustFirst Lien Mortgage, as applicable (or amendments to the existing Mortgage) in favor of the First Lien Collateral Agent, for the benefit of the First Lien Secured Parties, covering such real property, which shall grant to such Collateral Agent for the benefit of such Secured Parties a first priority security interest in such property (subject to Permitted Liens), and (iiB) if reasonably requested by the Administrative Agent or the Collateral Agent, provide the Secured Parties with title insurance, surveys, consents, estoppels, flood “life of loan” certifications and proof of flood insurance (if applicable) and legal opinionsa Second Lien Mortgage, in each case with respect to such real property, in form and scope substantially consistent with favor of the corresponding documentation delivered on the Closing Date. (c) With respect to any new Subsidiary created or acquired after the Closing Date by the Borrower or any Subsidiary Guarantor in accordance with Section 7.17(b), promptly (i) execute and deliver to 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 Second Lien Collateral Agent, for the benefit of the Second Lien Secured Parties, a perfected first priority security interest in the Capital Stock of covering such new Subsidiaryreal property, (ii) take which shall grant to such steps as are necessary to give the Collateral Agent “control” (as defined in the Uniform Commercial Code) of the Capital Stock, (iii) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, the Intercreditor Agreement and the Depositary Agreement, (B) to take such actions as are necessary or advisable to grant to the Collateral Agent, for the benefit of the such Secured Parties, Parties a perfected first second priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary, including the entering into of account control agreements (to the extent required by Section 6.17) and the filing of Uniform 91 Xxxxx Wind – Credit Agreement Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent or the Collateral Agent (provided, that the actions contemplated by clause (B) shall not be required in respect of any property of any such new Subsidiary if perfection of the security interest in such property requires more than the entering into of account control agreements (to the extent required by Section 6.17) and the filing of Uniform Commercial Code financing statements or delivery of Collateral that can be perfected by possession unless the valuesubject, in the reasonable opinion of the Borrowereach case, of such propertyto Liens permitted by Sections 8.3(a) through (e)), individually or in the aggregate, is equal to $1,500,000 or more) and (C) to deliver to the Administrative Agent and the Collateral Agent certificates of such Subsidiary, substantially in the respective forms of Exhibit F-1 and Exhibit F-2, with appropriate insertions and attachments, and (ivii) if requested by either Collateral Agent, provide the Administrative Agent relevant Secured Parties 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 the such other amount as shall be reasonably specified by such Collateral Agent) as well as a current ALTA survey thereof, together with a surveyor’s certificate and (y) any consents or estoppels reasonably deemed necessary or advisable by such Collateral Agent in connection with respect to any property with a valuesuch Mortgage, in the reasonable opinion each of the Borrower, equal to, individually or foregoing in the aggregate, $5,000,000 or moreform and substance reasonably satisfactory to such Collateral Agent and (iii) if requested by such Collateral Agent, deliver to the Administrative Agent and the such 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 such Collateral Agent. (c) With respect to any new Subsidiary (other than an Excluded Foreign Subsidiary) created or acquired after the Effective Date by any Group Member (which, for the purposes of this paragraph (c), shall include any existing Subsidiary that ceases to be an Excluded Foreign Subsidiary), promptly (i) execute and deliver to each Collateral Agent such amendments to the relevant Guarantee and Collateral Agreement as such Collateral Agent deems necessary or advisable to grant to such Collateral Agent, for the benefit of the relevant Secured Parties, (A) a perfected first priority security interest in the Capital Stock of such new Subsidiary, in the case of the First Lien Secured Parties, and (B) a perfected second priority security interest in such Capital Stock, in the case of the Second Lien Secured Parties, (ii) deliver to the First Lien Collateral Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Group Member, (iii) cause such new Subsidiary (A) to become a party to each Guarantee and Collateral Agreement, (B) to take such actions necessary or advisable to grant to each Collateral Agent for the benefit of the relevant Secured Parties (I) a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreements with respect to such new Subsidiary, in the case of the First Lien Secured Parties, and (II) a perfected second priority security interest in such Collateral, in the case of the Second Lien Secured Parties, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the relevant Guarantee and Collateral Agreement or by law or as may be requested by the relevant Collateral Agent and (C) to deliver to each Collateral Agent a certificate of such Subsidiary, substantially in the form of Exhibit C, with appropriate insertions and attachments, and (iv) if requested by either Collateral Agent, deliver to such Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to such Collateral Agent. (d) With respect to any new Excluded Foreign Subsidiary created or acquired after the Effective Date by any Group Member (other than by any Group Member that is an Excluded Foreign Subsidiary), promptly (i) execute and deliver to each Collateral Agent such amendments to the relevant Guarantee and Collateral Agreement as such Collateral Agent deems necessary or advisable to grant to such Collateral Agent, for the benefit of the relevant Secured Parties, (A) a perfected first priority security interest in the Capital Stock of such new Subsidiary, in the case of the First Lien Secured Parties, and (B) a perfected second priority security interest in such Capital Stock, in the case of the Second Lien Secured Parties (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledged under either clause (A) or (B) above), (ii) deliver to the First Lien Collateral 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 either Collateral Agent, desirable to perfect such Collateral Agent’s security interest therein, and (iii) if requested by either Collateral Agent, deliver to such Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to such Collateral Agent.

Additional Collateral, etc. (a) With respect to any property acquired after the Closing Date by the Borrower or any Subsidiary Guarantor (other than (wy) any property described in paragraph (b) or (c) below), (x) any property constituting Excluded Assets below and (yz) any property subject to a Lien expressly permitted by Section 7.3(gthe Guarantee Agreement) 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 relevant law) Lien, promptly take all actions necessary or advisable to grant to the Collateral Agent, for the benefit of the Lenders, a perfected (to the extent perfection is permitted or provided for under relevant law) first priority security interest in such property. (b) With respect to any new Subsidiary created or acquired after the Closing Date by the Borrower, promptly (i) execute and deliver to the Collateral Agent such amendments to the Guarantee and Collateral Agreement or such other all security 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 first priority security interest in the Capital Stock of such propertynew Subsidiary that is owned by the Borrower, and (ii) cause such new Subsidiary (A) to take all such 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 Permitted Liens), including the entering into of account control agreements (to the extent required by Section 6.17), 90 Xxxxx Wind – Credit Agreement delivery of Collateral that can be perfected by possession and the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement perfection is permitted or by law or as may be reasonably requested by the Administrative Agent or the Collateral Agent; provided that the actions contemplated by clause (iifor under relevant law) shall not be required in respect of any such property if perfection of the security interest in such property requires more than the entering into of account control agreements (to the extent required by Section 6.17) and the filing of Uniform Commercial Code financing statements or delivery of Collateral that can be perfected by possession unless the value, in the reasonable opinion of the Borrower, of such property, individually or in the aggregate, is equal to $1,500,000 or more. (b) With respect to any fee or leased interest in any real property (together with improvements thereof) that has a value, in the reasonable opinion of the Borrower, in excess of $1,500,000 acquired after the Closing Date by the Borrower or any Subsidiary Guarantor (other than (x) property constituting Excluded Assets and (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 or deed of trust, as applicable (or amendments to the existing Mortgage) in favor of the Collateral Agent, for the benefit of the Secured Parties, covering such real property (subject to Permitted Liens), and (ii) if reasonably requested by the Administrative Agent or the Collateral Agent, provide the Secured Parties with title insurance, surveys, consents, estoppels, flood “life of loan” certifications and proof of flood insurance (if applicable) and legal opinions, in each case with respect to such real property, in form and scope substantially consistent with the corresponding documentation delivered on the Closing Date. (c) With respect to any new Subsidiary created or acquired after the Closing Date by the Borrower or any Subsidiary Guarantor in accordance with Section 7.17(b), promptly (i) execute and deliver to 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, (ii) take such steps as are necessary to give the Collateral Agent “control” (as defined in the Uniform Commercial Code) of the Capital Stock, (iii) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, the Intercreditor Agreement and the Depositary Agreement, (B) to take such actions as are necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement clause (i) above with respect to such new Subsidiary, including the entering into of account control agreements (to the extent required by Section 6.17) Subsidiary and the filing of Uniform 91 Xxxxx Wind – Credit Agreement Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent or the Collateral Agent (provided, that the actions contemplated by clause (B) shall not be required in respect of any property of any such new Subsidiary if perfection of the security interest in such property requires more than the entering into of account control agreements (to the extent required by Section 6.17) and the filing of Uniform Commercial Code financing statements or delivery of Collateral that can be perfected by possession unless the value, in the reasonable opinion of the Borrower, of such property, individually or in the aggregate, is equal to $1,500,000 or more) and (C) to deliver to the Administrative Agent and the Collateral Agent certificates a certificate of such Subsidiary, substantially in the respective forms form of Exhibit F-1 and Exhibit F-2C, with appropriate insertions and attachments, (iii) cause such new Subsidiary to enter into a guarantee in respect of the Borrower's obligations hereunder in form and substance satisfactory to the Collateral Agent and (iv) if requested by the Administrative Agent or the Collateral Agent with respect to any property with a value, in the reasonable opinion of the Borrower, equal to, individually or in the aggregate, $5,000,000 or moreAgent, deliver to the Administrative Agent and the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent and the Collateral Agent.

Additional Collateral, etc. (a) With respect to any property acquired after the Closing Date by the Borrower or any Subsidiary Guarantor (other than (w) leasehold interests in real property, (x) any property described in paragraph (b) or (c) below), (x) any property constituting Excluded Assets and (y) any property subject to a Lien expressly securing Indebtedness permitted by Section 7.3(g8.2(m) and (z) as otherwise provided in the Guarantee and Collateral Agreement) with a Fair Market Value of at least $25,000,000 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 Collateral Administrative 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, 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 to Permitted Liens)property, including the entering into filing of account control agreements Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent. (b) With respect to any fee interest in any real property having a value (together with improvements thereof) of at least $25,000,000 acquired after the Closing Date by the Borrower or any Subsidiary Guarantor, 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 reasonably requested by the Administrative Agent, provide the Secured Parties with (x) title and extended coverage insurance covering such real property in an amount at least equal to the extent required purchase price of such real property (or such other amount as shall be reasonably specified by Section 6.17the Administrative Agent) as well as a current ALTA survey thereof, together with a surveyor’s certificate and (y) will use commercially reasonable efforts to obtain any consents or estoppels reasonably deemed necessary or advisable by the Administrative Agent in connection with such Mortgage, each of the foregoing in form and substance reasonably satisfactory to the Administrative Agent and (iii) if reasonably requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to such Mortgage, which opinions shall be in form and substance reasonably satisfactory to the Administrative Agent. (c) With respect to (i) any new Domestic Wholly Owned Subsidiary (other than any Immaterial Subsidiaries) acquired after the Closing Date by the Borrower or any Subsidiary Guarantor and (ii) any Subsidiary (whether Foreign or Domestic) of Superholdings that the Borrower (in its sole discretion) elects to be a guarantor hereunder (a “Discretionary Guarantor”), 90 Xxxxx Wind – Credit promptly (I) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement delivery 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 the Borrower or any 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 Subsidiary (A) to become a party to the Guarantee and Collateral that can be Agreement, (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties a perfected by possession first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent or the Collateral Agent; provided that the actions contemplated by clause and (iiC) shall not be required in respect of any such property if perfection of the security interest in such property requires more than the entering into of account control agreements (to deliver to the extent required by Section 6.17) and the filing Administrative Agent a certificate of Uniform Commercial Code financing statements or delivery of Collateral that can be perfected by possession unless the valuesuch Subsidiary, substantially in the reasonable opinion form of Exhibit C (or such other form acceptable to the BorrowerAdministrative Agent), of such propertywith appropriate insertions and attachments, individually or 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 reasonably satisfactory to the aggregate, is equal to $1,500,000 or moreAdministrative Agent. (bd) With respect to any fee new Foreign Subsidiary created or leased interest in any real property (together with improvements thereof) that has a value, in the reasonable opinion of the Borrower, in excess of $1,500,000 acquired after the Closing 2011 Restatement Date by the Borrower or any Subsidiary Guarantor (other than (x) property constituting Excluded Assets and (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 or deed of trust, as applicable (or amendments to the existing Mortgage) in favor of the Collateral Agent, for the benefit of the Secured Parties, covering such real property (subject to Permitted Liens), and (ii) if reasonably requested by the Administrative Agent or the Collateral Agent, provide the Secured Parties with title insurance, surveys, consents, estoppels, flood “life of loan” certifications and proof of flood insurance (if applicable) and legal opinions, in each case with respect to such real property, in form and scope substantially consistent with the corresponding documentation delivered on the Closing Date. (c) With respect to any new Subsidiary created or acquired after the Closing Date by the Borrower or any Subsidiary Guarantor in accordance with Section 7.17(b)Guarantor, promptly (i) execute and deliver to the Collateral Administrative 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 SubsidiaryForeign Subsidiary that is owned by the Borrower or any Subsidiary Guarantor (provided, that no more than 65% of the total outstanding voting Capital Stock of such new Subsidiary be required to be so pledged), (ii) take deliver to the Administrative Agent the certificates, if any, representing such steps as are necessary to give the Collateral Agent “control” (as defined in the Uniform Commercial Code) of the Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly Authorized Officer of the relevant Group Member, and (iii) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, the Intercreditor Agreement and the Depositary Agreement, (B) to take such actions as are necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary, including the entering into of account control agreements (to the extent required by Section 6.17) and the filing of Uniform 91 Xxxxx Wind – Credit Agreement Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be if reasonably requested by the Administrative Agent or the Collateral Agent (provided, that the actions contemplated by clause (B) shall not be required in respect of any property of any such new Subsidiary if perfection of the security interest in such property requires more than the entering into of account control agreements (to the extent required by Section 6.17) and the filing of Uniform Commercial Code financing statements or delivery of Collateral that can be perfected by possession unless the value, in the reasonable opinion of the Borrower, of such property, individually or in the aggregate, is equal to $1,500,000 or more) and (C) to deliver to the Administrative Agent and the Collateral Agent certificates of such Subsidiary, substantially in the respective forms of Exhibit F-1 and Exhibit F-2, with appropriate insertions and attachments, and (iv) if requested by the Administrative Agent or the Collateral Agent with respect to any property with a value, in the reasonable opinion of the Borrower, equal to, individually or in the aggregate, $5,000,000 or moreAgent, 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.

Additional Collateral, etc. (a) With respect to any personal property acquired after the Closing Date by the Borrower or any Subsidiary Guarantor (other than (w) any property described in paragraph (b) or (c) below), (x) any property constituting Excluded Assets and (y) any property subject to a Lien expressly permitted by Section 7.3(g) Company as to which the Collateral Agent, for the benefit of the Secured Parties, does not have a perfected Lien) security interest, promptly (i) execute and deliver to the Collateral Agent such amendments to the Guarantee and Collateral Security 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 Permitted Liens)property, including the entering into of account control agreements (to the extent required by Section 6.17), 90 Xxxxx Wind – Credit Agreement delivery of Collateral that can be perfected by possession and the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Security Agreement or by applicable law or as may be reasonably requested by the Administrative Collateral Agent or (acting at the Collateral Agentdirection of the Required Holders); provided that the actions contemplated by clause (ii) shall not be required in respect of any such property if perfection of the security interest in such property requires more than the entering into of account control agreements (to the extent required by Section 6.17) and the filing of Uniform Commercial Code financing statements or delivery of Collateral that can be perfected by possession unless the value, in the reasonable opinion of the Borrower, value of such property, individually or in the aggregate, is equal to $1,500,000 500,000 or more. (b) With respect to any fee or leased leasehold interest in any real property having a value (together with improvements thereof) that has a value, in the reasonable opinion of the Borrower, in excess of at least $1,500,000 500,000 acquired after the Closing Date by the Borrower or any Subsidiary Guarantor (other than (x) property constituting Excluded Assets and (y) any such real property subject to a Lien expressly permitted by Section 7.3(g)), Company promptly (i) execute and deliver a first priority mortgage or deed of trust, as applicable applicable, (or amendments an amendment to the existing Mortgage) in favor of the Collateral Agent, for the benefit of the Secured Parties, covering such real property (subject to Permitted Liens)property, and (ii) if reasonably requested by the Administrative Collateral Agent or (acting at the Collateral Agentdirection of the Required Holders), provide deliver to the Secured Parties with title insurance, surveys, consents, estoppels, flood “life estoppels (subject to Section 4.12(c) (Delivery of loan” certifications and proof of flood insurance (if applicableMaterial Project Documents; Consents)) and legal opinions, in each case opinions with respect to such real property, after-acquired property in form and scope substantially consistent with the corresponding documentation delivered on the Closing Date. (c) With respect to any new Subsidiary created or acquired after the Closing Date by the Borrower or any Subsidiary Guarantor in accordance with Section 7.17(b), promptly (i) execute and deliver to 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, (ii) take such steps as are necessary to give the Collateral Agent “control” (as defined in the Uniform Commercial Code) of the Capital Stock, (iii) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, the Intercreditor Agreement and the Depositary Agreement, (B) to take such actions as are necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary, including the entering into of account control agreements (to the extent required by Section 6.17) and the filing of Uniform 91 Xxxxx Wind – Credit Agreement Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent or the Collateral Agent (provided, that the actions contemplated by clause (B) shall not be required in respect of any property of any such new Subsidiary if perfection of the security interest in such property requires more than the entering into of account control agreements (to the extent required by Section 6.17) and the filing of Uniform Commercial Code financing statements or delivery of Collateral that can be perfected by possession unless the value, in the reasonable opinion of the Borrower, of such property, individually or in the aggregate, is equal to $1,500,000 or more) and (C) to deliver to the Administrative Agent and the Collateral Agent certificates of such Subsidiary, substantially in the respective forms of Exhibit F-1 and Exhibit F-2, with appropriate insertions and attachments, and (iv) if requested by the Administrative Agent or the Collateral Agent with respect to any property with a value, in the reasonable opinion of the Borrower, equal to, individually or in the aggregate, $5,000,000 or more, deliver to the Administrative Agent and the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent and Required Holders with respect to the Collateral AgentMortgage or the Mortgaged Properties.