Common use of Additional Collateral Clause in Contracts

Additional Collateral. (a) With respect to any property acquired after the Closing Date by any Group Member (other than any property described in paragraph (b), (c) or (d) below, and property acquired by any Excluded Foreign Subsidiary) as to which the Lender does not have a perfected Lien, promptly (i) execute and deliver to the Lender such amendments to the Guarantee and Security Agreement or such other documents or agreements as the Lender may require to grant to the Lender, a perfected first priority security interest in such property and (ii) take all actions required by the Lender to grant to the Lender a perfected first priority security interest in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Security Agreement or by law or as may be requested by the Lender. (b) With respect to any fee interest in any real property having a value (together with improvements thereof) of at least $100,000 acquired after the Closing Date by any Group Member, promptly (i) execute and deliver a first priority Mortgage, in favor of the Lender covering such real property, (ii) if requested by the Lender, provide the Lender with (A) title and extended coverage insurance covering such real property in an amount at least equal to the purchase price of such real property (or such other amount as shall be specified by the Lender), together with such endorsements as the Lender may require, (B) a current ALTA survey of such real property, together with a surveyor's certificate, (C) an environmental site assessment report for such real property, (D) an appraisal of such real property, and (E) such consents, waivers, and estoppels, and intercreditor, attornment and subordination agreements as may be required by the Lender in connection with such Mortgage, each of the foregoing to be in scope, form and substance satisfactory to the Lender, and (iii) if requested by the Lender, deliver to the Lender legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, satisfactory to the Lender. (c) With respect to any new Material Subsidiary (other than an Excluded Foreign Subsidiary) which is 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 Lender such amendments to the Guarantee and Security Agreement and take such other action as the Lender may require to grant to the Lender, for the benefit of the Lender, a perfected first priority security interest in the Equity Interests of such new Material Subsidiary that is owned by any Group Member, (ii) deliver to the Lender the certificates representing such Equity Interests, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Group Member, (iii) cause such new Material Subsidiary (A) to become a party to the Guarantee and Security Agreement, (B) to take all actions required by the Lender to grant to the Lender a perfected first priority security interest in the Collateral described in the Guarantee and Security Agreement with respect to such new Material Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Security Agreement or by law or as may be requested by the Lender and (C) to deliver to the Lender a certificate of such Material Subsidiary, substantially in the form of Exhibit B, with appropriate insertions and attachments, and (iv) if requested by the Lender, deliver to the Lender legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, satisfactory to the Lender. (d) With respect to any new Excluded Foreign Subsidiary that is a Material Subsidiary which is 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 Lender such amendments to the Guarantee and Security Agreement and take such other action as the Lender may require to grant to the Lender a perfected first priority security interest in the Equity Interests of such new Material Subsidiary that is owned by any such Group Member (provided that in no event shall more than 66% of the total outstanding voting Equity Interests of any such new Material Subsidiary be required to be so pledged), (ii) deliver to the Lender the certificates representing such Equity Interests, 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 required by the Lender to perfect the Lender's security interest therein, and (iii) if requested by the Lender, deliver to the Lender legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, satisfactory to the Lender.

Additional Collateral. (a) With respect to (i) any property acquired after the Closing Date that is intended to be subject to the Lien created by any Group Member of the Collateral Documents but is not so subject and (other than ii) any Affiliated Investor who owns an Investment Property that is included in the Borrowing Pool after the Closing Date, promptly (and in any event within 20 days after such acquisition or the inclusion of such Investment Property in the Borrowing Pool, as applicable) (i) cause the owner of such property described (or, in paragraph (bthe case of a Subsidiary of the Borrower that, directly or indirectly, owns any Equity Interests of an Affiliated Investor whose Investment Property is included in the Borrowing Pool, such Subsidiary) to execute a joinder to the Pledge Agreement, in form and substance reasonably satisfactory to the Administrative Agent), (c) or (d) below, and property acquired by any Excluded Foreign Subsidiary) as to which the Lender does not have a perfected Lien, promptly (iii) execute and deliver to the Lender Administrative Agent such amendments or supplements to the Guarantee and Security Agreement relevant Collateral Documents or such other documents or agreements as the Lender may require Administrative Agent shall reasonably deem necessary or advisable to grant to the Administrative Agent, for its benefit and for the benefit of the other Secured Parties, a Lien on such property (or, in the case of an Affiliated Investor whose Investment Property is included in the Borrowing Pool after the Closing Date, all of the Equity Interests held by the Borrower or any of its Subsidiaries, directly or indirectly, in such Affiliated Investor) subject to no Liens other than Liens permitted under clauses (a) and (b) of Section 7.01, (iii) deliver to the Administrative Agent (x) the items referenced in Sections 4.01(a)(iii), (iv) and (v), with respect to the owner of such property or the direct and indirect owners of Equity Interests of such Affiliated Investor, as applicable, and (y) a favorable opinion of counsel (which counsel shall be reasonably acceptable to the Administrative Agent), addressed to the Administrative Agent and each Lender, a perfected first priority security interest in as to such matters concerning the owner of such property or the direct and indirect owners of Equity Interests of such Affiliated Investor, as applicable, and the Loan Documents as the Administrative Agent may reasonably request and (iiiv) take all actions required necessary to cause such Lien to be duly perfected in accordance with all applicable Laws, including, without limitation, the delivery of the certificates (if any) representing Equity Interests (together with undated stock powers or other appropriate instruments of transfer executed and delivered in blank by a duly authorized officer of the Lender to grant to the Lender a perfected first priority security interest in holder(s) of such property, including Equity Interests) and the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Security Agreement or by law or as may be reasonably requested by the Lender. (b) With respect Administrative Agent; provided, that notwithstanding the foregoing, neither the Borrower nor any Subsidiary thereof shall be required to any fee interest in any real property having a value (together with improvements thereof) of at least $100,000 acquired after the Closing Date by any Group Member, promptly pledge (i) execute and deliver a first priority Mortgage, in favor of the Lender covering such real property, (ii) if requested by the Lender, provide the Lender with (A) title and extended coverage insurance covering such real property in an amount at least equal to the purchase price of such real property (or such other amount as shall be specified by the Lender), together with such endorsements as the Lender may require, (B) a current ALTA survey of such real property, together with a surveyor's certificate, (C) an environmental site assessment report for such real property, (D) an appraisal of such real property, and (E) such consents, waivers, and estoppels, and intercreditor, attornment and subordination agreements as may be required by the Lender in connection with such Mortgage, each of the foregoing to be in scope, form and substance satisfactory to the Lender, and (iii) if requested by the Lender, deliver to the Lender legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, satisfactory to the Lender. (c) With respect to any new Material Subsidiary (other than an Excluded Foreign Subsidiary) which is 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 Lender such amendments to the Guarantee and Security Agreement and take such other action as the Lender may require to grant to the Lender, for the benefit of the Lender, a perfected first priority security interest in the Equity Interests of such new Material Subsidiary that is owned by any Group Member, (ii) deliver to the Lender the certificates representing such Equity Interests, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Group Member, (iii) cause such new Material Subsidiary (A) to become a party to the Guarantee and Security Agreement, (B) to take all actions required by the Lender to grant to the Lender a perfected first priority security interest in the Collateral described in the Guarantee and Security Agreement with respect to such new Material Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Security Agreement or by law or as may be requested by the Lender and (C) to deliver to the Lender a certificate of such Material Subsidiary, substantially in the form of Exhibit B, with appropriate insertions and attachments, and (iv) if requested by the Lender, deliver to the Lender legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, satisfactory to the Lender. (d) With respect to any new Excluded Foreign Subsidiary that is a Material Subsidiary which is 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 Lender such amendments to the Guarantee and Security Agreement and take such other action as the Lender may require to grant to the Lender a perfected first priority security interest in the Equity Interests of such new Material Subsidiary that is owned by any such Group Member (provided that in no event shall more than 66% of the total voting power of all outstanding voting Voting Equity Interests of any Subsidiary that is a first-tier controlled foreign corporation (as defined in Section 957(a) of the Code) to the extent the pledge of a greater percentage of such new Material Subsidiary be required Voting Equity Interests would result in adverse tax consequences to be so pledged), the Borrower and (ii) any of the Voting Equity Interests of any Second-Tier CFC to the extent that a pledge of such Voting Equity Interests would result in adverse tax consequences to the Borrower. The Borrower shall otherwise take such actions and execute and/or deliver to the Lender Administrative Agent such documents as the certificates representing such Equity InterestsAdministrative Agent shall reasonably require to confirm the validity, together with undated stock powers, in blank, executed perfection and delivered by a duly authorized officer priority of the relevant Group Member and take Lien of the Collateral Documents on such other action as may be required by the Lender to perfect the Lender's security interest therein, and (iii) if requested by the Lender, deliver to the Lender legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, satisfactory to the Lenderproperties.

Additional Collateral. (a) With respect to (i) any property acquired after the Closing Date that is intended to be subject to the Lien created by any Group Member of the Collateral Documents but is not so subject and (other than ii) any Affiliated Investor who owns a Portfolio Property that is included in the Borrowing Base after the Closing Date, promptly (and in any event within 10 Business Days after such acquisition or on or prior to the inclusion of such Portfolio Property in the Borrowing Base, as applicable) (i) cause the owner of such property described (or, in paragraph (bthe case of the Borrower or a Subsidiary of the Borrower that, directly or indirectly, owns any Equity Interests of an Affiliated Investor whose Portfolio Property is included in the Borrowing Base, the Borrower or such Subsidiary) to execute a joinder to the Pledge Agreement, in form and substance reasonably satisfactory to the Administrative Agent), (c) or (d) below, and property acquired by any Excluded Foreign Subsidiary) as to which the Lender does not have a perfected Lien, promptly (iii) execute and deliver to the Lender Administrative Agent such amendments or supplements to the Guarantee and Security Agreement relevant Collateral Documents or such other documents or agreements as the Lender may require Administrative Agent shall reasonably deem necessary or advisable to grant to the LenderAdministrative Agent, for its benefit and for the benefit of the other Creditor Parties, a perfected first priority security interest Lien on such property (or, in the case of an Affiliated Investor whose Portfolio Property is included in the Borrowing Base after the Closing Date, all of the Equity Interests held by the Borrower or any of its Subsidiaries, directly or indirectly, in such property Affiliated Investor) subject to no Liens other than Permitted Judgment Liens and Liens permitted under Section 7.01(a), (b) or (m), (iii) deliver to the Administrative Agent the items referenced in Section 4.01(a)(iii), (iv), (v), (vi) and (iixii) with respect to the owner of such property or the direct and indirect owners of Equity Interests of such Affiliated Investor, as applicable, and (iv) take all actions required necessary to cause such Lien to be duly perfected in accordance with all applicable Laws, including, without limitation, the delivery of the certificates, if any, representing Equity Interests (together with undated stock powers or other appropriate instruments of transfer executed and delivered in blank by a duly authorized officer of the Lender to grant to the Lender a perfected first priority security interest in holder(s) of such property, including Equity Interests) and the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Security Agreement or by law or as may be reasonably requested by the Lender. (b) With respect Administrative Agent; provided, that for the avoidance of doubt, any Hotel Lessee Subsidiary that has the right to any use or occupy a Hotel Property pursuant to a lease with the fee interest in any real property having a value (together with improvements thereofowner(s) of at least $100,000 acquired after the Closing Date by any Group Member, promptly (i) such Hotel Property shall not be deemed to “own” such Hotel Property for purposes of this Section 6.12(a). The Borrower shall otherwise take such actions and execute and deliver a first priority Mortgage, in favor of the Lender covering such real property, (ii) if requested by the Lender, provide the Lender with (A) title and extended coverage insurance covering such real property in an amount at least equal to the purchase price of such real property (or such other amount as shall be specified by the Lender), together with such endorsements as the Lender may require, (B) a current ALTA survey of such real property, together with a surveyor's certificate, (C) an environmental site assessment report for such real property, (D) an appraisal of such real property, and (E) such consents, waivers, and estoppels, and intercreditor, attornment and subordination agreements as may be required by the Lender in connection with such Mortgage, each of the foregoing to be in scope, form and substance satisfactory to the Lender, and (iii) if requested by the Lender, and/or deliver to the Lender legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, satisfactory to the Lender. (c) With respect to any new Material Subsidiary (other than an Excluded Foreign Subsidiary) which is 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 Lender Administrative Agent such amendments to the Guarantee and Security Agreement and take such other action documents as the Lender may Administrative Agent shall reasonably require to grant to confirm the Lendervalidity, for the benefit perfection and priority of the Lender, a perfected first priority security interest in the Equity Interests of such new Material Subsidiary that is owned by any Group Member, (ii) deliver to the Lender the certificates representing such Equity Interests, together with undated stock powers, in blank, executed and delivered by a duly authorized officer Lien of the relevant Group Member, (iii) cause Collateral Documents on such new Material Subsidiary (A) to become a party to the Guarantee and Security Agreement, (B) to take all actions required by the Lender to grant to the Lender a perfected first priority security interest in the Collateral described in the Guarantee and Security Agreement with respect to such new Material Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Security Agreement or by law or as may be requested by the Lender and (C) to deliver to the Lender a certificate of such Material Subsidiary, substantially in the form of Exhibit B, with appropriate insertions and attachments, and (iv) if requested by the Lender, deliver to the Lender legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, satisfactory to the Lenderproperties. (d) With respect to any new Excluded Foreign Subsidiary that is a Material Subsidiary which is 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 Lender such amendments to the Guarantee and Security Agreement and take such other action as the Lender may require to grant to the Lender a perfected first priority security interest in the Equity Interests of such new Material Subsidiary that is owned by any such Group Member (provided that in no event shall more than 66% of the total outstanding voting Equity Interests of any such new Material Subsidiary be required to be so pledged), (ii) deliver to the Lender the certificates representing such Equity Interests, 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 required by the Lender to perfect the Lender's security interest therein, and (iii) if requested by the Lender, deliver to the Lender legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, satisfactory to the Lender.

Additional Collateral. To the extent not delivered to the Collateral Agent on or before the Effective Date, the Borrower agrees to (or cause each of its applicable Subsidiaries to) do promptly each of the following: (a) With respect to any property acquired after the Closing Date by any Group Member (other than any property described in paragraph (b), (c) or (d) below, and property acquired by any Excluded Foreign Subsidiary) as to which the Lender does not have a perfected Lien, promptly (i) execute and deliver to the Lender Collateral Agent such supplements, and amendments to the Guarantee and Security Pledge Agreement or such other documents or agreements (or, in the case of Equity Interests of any Subsidiary of the Borrower that is not a Domestic Subsidiary, appropriate foreign law pledge agreements) as the Lender may require Collateral Agent deems necessary or advisable in order to grant to the LenderCollateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Equity Interests of such property and (ii) take all actions required Subsidiary that are owned by the Lender Borrower (and of any Subsidiary that is not directly owned by the Borrower as contemplated in Section 3.01) and requested to grant to be pledged by the Lender a perfected first priority security interest Collateral Agent; provided, however, that, unless otherwise agreed by the Borrower and the Collateral Agent, in no event shall such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may Borrower be required by to pledge in excess of 66% of the Guarantee and Security Agreement outstanding voting stock of any direct Subsidiary of the Borrower that is not a Domestic Subsidiary or by law to pledge the Equity Interests of any Insurance Subsidiary or as may be requested by the LenderSecuritization SPV. (b) With respect deliver to any fee interest in any real property having a value the Collateral Agent the certificates (if any) representing such Equity Interests, together with improvements thereof) in the case of at least $100,000 acquired after the Closing Date such certificated Equity Interests, undated stock powers endorsed in blank executed and delivered by any Group Member, promptly (i) execute and deliver a first priority Mortgage, in favor an officer of the Lender covering such real property, Borrower; and (iic) if requested by the Lender, provide the Lender with (A) title and extended coverage insurance covering such real property in an amount at least equal to the purchase price of such real property (or such other amount as shall be specified by the Lender), together with such endorsements as the Lender may require, (B) a current ALTA survey of such real property, together with a surveyor's certificate, (C) an environmental site assessment report for such real property, (D) an appraisal of such real property, and (E) such consents, waivers, and estoppels, and intercreditor, attornment and subordination agreements as may be required by the Lender in connection with such Mortgage, each of the foregoing to be in scope, form and substance satisfactory to the Lender, and (iii) if requested by the LenderCollateral Agent, deliver to the Lender 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 LenderCollateral Agent. (c) With respect to any new Material Subsidiary (other than an Excluded Foreign Subsidiary) which is 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 Lender such amendments to the Guarantee and Security Agreement and take such other action as the Lender may require to grant to the Lender, for the benefit of the Lender, a perfected first priority security interest in the Equity Interests of such new Material Subsidiary that is owned by any Group Member, (ii) deliver to the Lender the certificates representing such Equity Interests, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Group Member, (iii) cause such new Material Subsidiary (A) to become a party to the Guarantee and Security Agreement, (B) to take all actions required by the Lender to grant to the Lender a perfected first priority security interest in the Collateral described in the Guarantee and Security Agreement with respect to such new Material Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Security Agreement or by law or as may be requested by the Lender and (C) to deliver to the Lender a certificate of such Material Subsidiary, substantially in the form of Exhibit B, with appropriate insertions and attachments, and (iv) if requested by the Lender, deliver to the Lender legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, satisfactory to the Lender. (d) With respect to any new Excluded Foreign Subsidiary that is a Material Subsidiary which is 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 Lender such amendments to the Guarantee and Security Agreement and take such other action as the Lender may require to grant to the Lender a perfected first priority security interest in the Equity Interests of such new Material Subsidiary that is owned by any such Group Member (provided that in no event shall more than 66% of the total outstanding voting Equity Interests of any such new Material Subsidiary be required to be so pledged), (ii) deliver to the Lender the certificates representing such Equity Interests, 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 required by the Lender to perfect the Lender's security interest therein, and (iii) if requested by the Lender, deliver to the Lender legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, satisfactory to the Lender.

Additional Collateral. (a) With respect to any property acquired after the Closing Date by any Group Member Loan Party (other than (x) any property described in paragraph (b), (c) or (d) below, (y) any leased real property or any personal property excluded from the grant of the security interest granted under the Security Agreement and (z) any property acquired subject to a Lien expressly permitted by any Excluded Foreign SubsidiarySection 5.2(f)) as to which the Lender Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien, promptly (i) execute and deliver to the Lender Administrative Agent such amendments to the Guarantee and Security Agreement or such other documents or agreements as the Lender may require Administrative Agent reasonably deems necessary to grant to the LenderAdministrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such property and (ii) take all actions required by the Lender reasonably necessary to grant to the Lender Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such propertyProperty, including the filing of Uniform Commercial Code UCC financing statements in such jurisdictions as may be required by the Guarantee and Security Agreement or by law or as may be reasonably requested by the LenderAdministrative Agent. (b) With respect to any fee interest in any real property having a value (together with improvements thereof) of at least $100,000 500,000 acquired after the Closing Date by any Group MemberLoan Party, or owned by any new Subsidiary that becomes a Loan Party as provided in clause (c) below after the Closing Date (other than any such real property subject to a Lien expressly permitted by Section 5.2(f)), promptly (i) execute and deliver a first priority Mortgage, in favor of the Lender Administrative Agent, for the benefit of the Lenders, covering such real property, (ii) if requested by the LenderAdministrative Agent, provide the Lender Lenders with (Ax) 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 Lender), together with such endorsements Administrative Agent) as the Lender may require, (B) well as a current ALTA survey of such real propertythereof, together with a surveyor's certificate, (C) an environmental site assessment report for such real property, (D) an appraisal of such real property, ’s certificate and (Ey) such consents, waivers, and estoppels, and intercreditor, attornment and subordination agreements as may be required any consents or estoppels reasonably deemed necessary by the Lender Administrative Agent in connection with such Mortgage, each of the foregoing to be in scope, form and substance reasonably satisfactory to the Lender, Administrative Agent and (iii) if requested by the LenderAdministrative Agent, deliver to the Lender 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 LenderAdministrative Agent and (iv) deliver to the Administrative Agent a completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to the such real property (together with a notice about special floor hazard area status and floor disaster assistance duly executed by the Borrower and each Loan Party relating thereto) and if such real property is located in a special flood hazard area, evidence of flood insurance in form and amount reasonably satisfactory to the Administrative Agent. (c) With respect to any new Material Subsidiary (other than an Excluded Foreign Subsidiary) which is created or acquired after the Closing Date by any Group Member Loan Party, within 30 days after such creation or acquisition (which, for or such longer period as the purposes of this paragraph (c), shall include any existing Subsidiary that ceases to be an Excluded Foreign Subsidiary), promptly Administrative Agent may provide in its sole discretion) (i) execute and deliver to the Lender Administrative Agent such amendments to the Guarantee and Security Agreement and take such other action as the Lender may require Administrative Agent reasonably deems necessary to grant to the LenderAdministrative Agent, for the benefit of the LenderLenders, a perfected first priority security interest in the Equity Interests of such new Material Subsidiary that is owned by any Group MemberLoan Party, (ii) deliver to the Lender Administrative Agent the certificates representing such Equity Interests, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Group MemberLoan Party, (iii) cause such new Material Subsidiary (A) to become a party to this Agreement and the Guarantee and Security Agreement, (B) to take all such actions required by the Lender reasonably necessary to grant to the Lender Administrative Agent for the benefit of the Lenders a perfected first priority security interest (except as to Liens permitted by Section 5.2) in the Collateral described in the Guarantee and Security Agreement with respect to such new Material Subsidiary, including including, if applicable, the filing of Uniform Commercial Code UCC financing statements in such jurisdictions as may be required by the Guarantee and Security Agreement or by law or as may be requested by the Lender Administrative Agent and (C) to deliver to the Lender Administrative Agent a closing certificate (with insertions and attachments as required in Section 7.1(g)) of such Material Subsidiary, substantially in the form of Exhibit B, with appropriate insertions and attachments, and (iv) if requested by the LenderAdministrative Agent, deliver to the Lender 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 LenderAdministrative Agent. (d) With respect to any new first-tier Excluded Foreign Subsidiary that is a Material Subsidiary which is created or acquired after the Closing Date by any Group Member Loan Party, within 45 days after such creation or acquisition (other than by any Group Member that is an Excluded Foreign Subsidiary), promptly or such longer period as the Administrative Agent may provide in its sole discretion) (i) execute and deliver to the Lender Administrative Agent such amendments to the Guarantee and Security Agreement and take such other action (or a separate Collateral Document) as the Lender may require Administrative Agent reasonably deems necessary to grant to the Lender Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Equity Interests of such new Material Subsidiary that is owned by any such Group Member Loan Party (provided that in no event shall more than 66% of the total outstanding voting Equity Interests of any such new Material Subsidiary be required to be so pledged), (ii) deliver to the Lender Administrative Agent the certificates representing such Equity Interests, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Group Member Loan Party, and take such other action as may be required by reasonably necessary or, in the Lender reasonable opinion of the Administrative Agent, desirable to perfect the Lender's Administrative Agent’s security interest therein, and (iii) if reasonably requested by the LenderAdministrative Agent, deliver to the Lender 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 LenderAdministrative Agent.

Additional Collateral. (a) With respect The Borrower shall have the right subject to the terms hereof to add to the Collateral any property acquired after other Real Estate that is owned by the Closing Date Borrower and which is not security for any other Indebtedness. Such addition shall be completed by any Group Member (other than any property described in paragraph (b)the execution and delivery to the Agent of each of the Eligible Real Estate Qualification Documents. Notwithstanding the foregoing, (c) the addition of such Collateral shall not increase the Designated Collateral Value or (d) below, and property acquired the amounts available to be borrowed by any Excluded Foreign Subsidiary) as to which the Lender does not have a perfected Lien, promptly Borrower unless each of the following conditions shall be satisfied: (i) execute if such proposed collateral is Real Estate, such Real Estate shall be Eligible Real Estate; (ii) no Default or Event of Default shall have occurred or exist or would occur or exist if such asset were included within the Collateral and deliver the requested Loan fully funded, including, without limitation, under Section 9.1; (iii) the Borrower shall have executed and delivered to the Lender such amendments to the Guarantee and Security Agreement Agent all Eligible Real Estate Qualification Documents or such other documents instruments, documents, or agreements agreements, including Uniform Commercial Code financing statements, as the Lender may require Agent shall deem necessary or desirable to grant to the Lender, perfect a perfected first priority security interest in in, or lien on, such property and (ii) take Collateral, all actions required by the Lender to grant to the Lender a perfected first priority security interest in such propertyof which instruments, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Security Agreement documents or by law or as may be requested by the Lender. (b) With respect to any fee interest in any real property having a value (together with improvements thereof) of at least $100,000 acquired after the Closing Date by any Group Member, promptly (i) execute and deliver a first priority Mortgage, in favor of the Lender covering such real property, (ii) if requested by the Lender, provide the Lender with (A) title and extended coverage insurance covering such real property in an amount at least equal to the purchase price of such real property (or such other amount as agreements shall be specified by the Lender), together with such endorsements as the Lender may require, (B) a current ALTA survey of such real property, together with a surveyor's certificate, (C) an environmental site assessment report for such real property, (D) an appraisal of such real property, and (E) such consents, waivers, and estoppels, and intercreditor, attornment and subordination agreements as may be required by the Lender in connection with such Mortgage, each of the foregoing to be in scope, form and substance satisfactory to the LenderAgent in its sole discretion; and (iv) the Agent, on behalf of the Banks, shall have received any other appraisals, surveys, rent rolls, environmental reports, title insurance reports, certificates, opinions or other information or documentation with respect to the Collateral as the Agent, in its sole discretion, shall deem necessary or desirable. The Borrower acknowledges that the decision of the Majority Banks to grant or withhold their consent to the acceptance of additional Collateral under this Section 5.4 shall be based entirely on such factors as the Majority Banks deem relevant in their sole discretion, including, without limitation, those enumerated in clauses (i) through (iv) hereinabove, and such consent may be granted or withheld solely at the discretion of the Majority Banks; provided, however, that if the such Real Estate is a Stabilized Property, acceptance of such Real Estate shall be subject only to the satisfaction of the terms of Section 5.4(a)(ii), (iii) if requested by and (iv). (b) In connection with each such addition, the Lender, deliver Borrower shall pay to the Lender legal opinions relating to Agent the matters described above, which opinions shall be reasonable out-of-pocket costs and expenses (including reasonable attorney's fees and expenses) of the Agent in form and substance, and from counsel, satisfactory to connection with the Lenderaddition of such Collateral. (c) With respect to In no event shall the acquisition cost of any new Material Subsidiary (other than an Excluded Foreign Subsidiary) which is created Mortgaged Property 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 Lender such amendments to the Guarantee and Security Agreement and take such other action as the Lender may require to grant to the Lender, for the benefit of the Lender, a perfected first priority security interest in the Equity Interests of such new Material Subsidiary that is owned by any Group Member, (ii) deliver to the Lender the certificates representing such Equity Interests, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Group Member, (iii) cause such new Material Subsidiary (A) to become a party to the Guarantee and Security Agreement, (B) to take all actions required by the Lender to grant to the Lender a perfected first priority security interest in the Collateral described in the Guarantee and Security Agreement with respect to such new Material Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Security Agreement or by law or as may be requested by the Lender and (C) to deliver to the Lender a certificate of such Material Subsidiary, substantially in the form of Exhibit B, with appropriate insertions and attachments, and (iv) if requested by the Lender, deliver to the Lender legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, satisfactory to the Lenderexceed $40,000,000.00. (d) With respect to any new Excluded Foreign Subsidiary that is a Material Subsidiary which is 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 Lender such amendments to the Guarantee and Security Agreement and take such other action as the Lender may require to grant to the Lender a perfected first priority security interest in the Equity Interests of such new Material Subsidiary that is owned by any such Group Member (provided that in no event shall more than 66% of the total outstanding voting Equity Interests of any such new Material Subsidiary be required to be so pledged), (ii) deliver to the Lender the certificates representing such Equity Interests, 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 required by the Lender to perfect the Lender's security interest therein, and (iii) if requested by the Lender, deliver to the Lender legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, satisfactory to the Lender.

Additional Collateral. (a) With respect to any property acquired after the Closing Date date hereof by the Borrower or any Group Member Loan Party that is a Subsidiary of the Borrower (other than (x) any property described in paragraph (bSections 6.16(b), (c) or (d), (y) below, any property subject to a Lien expressly permitted by Section 8.01 and (z) property acquired by any Excluded Foreign Subsidiary) as to which the Lender does not have a perfected Lienlien, promptly (i) execute and deliver to the Lender such amendments to the Guarantee Security Documents (as applicable) and Security Agreement or such other documents or agreements as the Lender may require deems necessary or advisable to grant to the Lender, Lender a perfected first priority security interest in such property and (ii) take all actions required by the Lender necessary or advisable to grant to the Lender a perfected first priority security interest in such property, including the filing of Uniform Commercial Code UCC financing statements in such jurisdictions as may be required by the Guarantee and Security Agreement Documents or by law or as may be requested by the Lender. (b) With respect to any fee interest in any real property having a value (together with improvements thereof) of at least $100,000 250,000 acquired after the Closing Date date hereof by the Borrower or any Loan Party that is a Subsidiary of the Borrower (other than (x) any such real property subject to a Lien expressly permitted by Section 8.01 and (z) real property acquired by any Group MemberForeign Subsidiary), promptly (i) execute and deliver a first priority Mortgagemortgage instrument, in favor of the Lender covering such real property, (ii) if requested by the Lender, provide the Lender with (Ax) 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 Lender), together with such endorsements ) as the Lender may require, (B) well as a current ALTA survey of such real propertythereof, together with a surveyor's certificate, (C) an environmental site assessment report for such real property, (D) an appraisal of such real property, ’s certificate and (Ey) such consents, waivers, and estoppels, and intercreditor, attornment and subordination agreements as may be required any consents or estoppels reasonably deemed necessary or advisable by the Lender in connection with such Mortgagemortgage instrument, each of the foregoing to be in scope, form and substance reasonably satisfactory to the Lender, Lender and (iii) if requested by the Lender, deliver to the Lender legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Lender. (c) With respect to any new Material Subsidiary (other than an Excluded Unrestricted MSB Subsidiary or a Foreign Subsidiary) which is created or acquired after the Closing Date date hereof by the Borrower or any Group Member Loan Party that is a Subsidiary of the Borrower (which, for the purposes of this paragraph (cSection 6.17(c), shall include any existing Subsidiary that ceases to be a Foreign Subsidiary and any existing Unrestricted MSB Subsidiary that ceases to be an Excluded Foreign Unrestricted MSB Subsidiary), promptly (i) execute and deliver to the Lender such amendments a joinder and/or supplement (as the case may be) to the Guarantee and Security Guaranty Agreement and take the applicable Security Documents, pursuant to which it shall join the Guaranty and the Security Documents to which each of the Guarantors is a party and such other action documents as the Lender may require deems necessary or advisable to grant to the Lender, for the benefit of the Lender, Lender a perfected first priority security interest in the Equity Interests equity interests of such new Material Subsidiary that is owned by any Group MemberLoan Party, (ii) deliver to the Lender the certificates certificates, if any, representing such Equity Interests, together with with, if applicable, undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Group Membersuch Person, (iii) cause such new Material Subsidiary (A) to become a party to the Guarantee and Security Agreement, (B) to take all such actions required by the Lender necessary or advisable to grant to the Lender a perfected first priority security interest in the Collateral described in the Guarantee and applicable Security Agreement Documents with respect to such new Material Subsidiary, including the filing of Uniform Commercial Code UCC financing statements in such jurisdictions as may be required by the Guarantee and such Security Agreement Documents or by law or as may be requested by the Lender and (C) to deliver to the Lender a certificate certified copy of the Organizational Documents of such Material Subsidiary, substantially in and a certified copy of all documents authorizing such Subsidiary’s execution, delivery and performance of the form of Exhibit B, with appropriate insertions Guaranty Agreement and attachmentsthe Security Documents to which it is a party, and (iv) if requested by the Lender, deliver to the Lender legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Lender. (d) With respect to any new Excluded Foreign Subsidiary that is a Material Subsidiary which is created or acquired after the Closing Date date hereof by the Borrower or any Group Member (other than by any Group Member Loan Party that is an Excluded Foreign Subsidiary)a Subsidiary of the Borrower, promptly (i) execute and deliver to the Lender such amendments to the Guarantee Security Documents and Security Agreement and take such other action documents as the Lender may require deems necessary or advisable to grant to the Lender a perfected first priority security interest in the Equity Interests of such new Material Subsidiary that is owned by any such Group Member Loan Party (provided that in no event shall more than 66% of the total outstanding voting Equity Interests of any such new Material Subsidiary be required to be so pledged), (ii) deliver to the Lender the certificates certificates, if any, representing such Equity Interests, together with with, if applicable, undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Group Member such Loan Party, and take such other action as may be required by necessary or, in the Lender opinion of the Lender, desirable to perfect the Lender's ’s security interest therein, and (iii) if requested by the Lender, deliver to the Lender legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Lender.

Additional Collateral. (a) With respect to any owned real --------------------- property acquired or fixtures located on owned real property, in each case with a purchase price or a fair market value of at least $1,000,000, in which the Borrower or any of its Subsidiaries acquires ownership rights at any time after the Closing Date by Date, promptly grant to the Administrative Agent, for the benefit of the Lenders, a Lien of record on all such owned real property and fixtures, upon terms reasonably satisfactory in form and substance to the Administrative Agent and in accordance with any Group Member applicable requirements of any Governmental Authority (other than including, without limitation, any appraisals of such property described in paragraph (b)under the Financial Institutions Reform, (c) or (d) below, Recovery and property acquired by any Excluded Foreign Subsidiary) as to Enforcement Act of 1989 which the Lender does not have a perfected Lien, promptly Administrative Agent reasonably deems to be required by law); provided that (i) execute and deliver to -------- nothing in this subsection 12.10(a) shall defer or impair the Lender such amendments to the Guarantee and Security Agreement attachment or such other documents or agreements as the Lender may require to grant to the Lender, a perfected first priority perfection of any security interest in such property any Collateral covered by any of the Security Documents which would attach or be perfected pursuant to the terms thereof without action by the Borrower, any of its Subsidiaries or any other Person and (ii) take all actions no such Lien shall be required to be granted as contemplated by this subsection 12.10(a) on any owned real property or fixtures the Lender acquisition of which is financed, or is to be financed within any time period permitted by subsection 14.1, until such Indebtedness is repaid in full (and not refinanced as permitted by subsection 14.1) or, as the case may be, the Borrower determines not to proceed with such financing or refinancing. In connection with any such grant to the Lender Administrative Agent, for the benefit of the Lenders, of a perfected first priority security interest Lien of record on any such real property in accordance with this subsection, the Borrower or such Subsidiary shall deliver or cause to be delivered to the Administrative Agent any surveys, title insurance policies, environmental reports and other documents in connection with such grant of such Lien obtained by it in connection with the acquisition of such ownership rights in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Security Agreement or by law real property or as may the Administrative Agent shall reasonably request (in light of the value of such real property and the cost and availability of such surveys, title insurance policies, environmental reports and other documents and whether the delivery of such surveys, title insurance policies, environmental reports and other documents would be requested by the Lendercustomary in connection with such grant of such Lien in similar circumstances). (b) With respect to any fee interest in any real property having a value (together with improvements thereof) of at least $100,000 acquired after Person that, subsequent to the Closing Date by any Group MemberDate, promptly (i) execute and deliver becomes a first priority Mortgage, in favor of the Lender covering such real property, (ii) if requested by the Lender, provide the Lender with (A) title and extended coverage insurance covering such real property in an amount at least equal to the purchase price of such real property (Domestic Subsidiary or such other amount as shall be specified by the Lender), together with such endorsements as the Lender may require, (B) a current ALTA survey of such real property, together with a surveyor's certificate, (C) an environmental site assessment report for such real property, (D) an appraisal of such real property, and (E) such consents, waivers, and estoppels, and intercreditor, attornment and subordination agreements as may be required by the Lender in connection with such Mortgage, each of the foregoing to be in scope, form and substance satisfactory to the Lender, and (iii) if requested by the Lender, deliver to the Lender legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, satisfactory to the Lender. (c) With respect to any new Material Foreign Subsidiary Holdco (other than to the extent that compliance with this subsection 12.10(b) would have an Excluded Foreign Subsidiary) which is created or acquired after adverse tax consequence to 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 SubsidiaryBorrower), promptly upon the request of the Administrative Agent: (i) execute and deliver to the Lender such amendments to the Guarantee and Security Agreement and take such other action as the Lender may require to grant to the LenderAdministrative Agent, for the benefit of the LenderLenders, a perfected first priority security interest in the Equity Interests of new pledge agreement or such new Material Subsidiary that is owned by any Group Member, (ii) deliver amendments to the Lender relevant Collateral Agreement as the certificates representing such Equity Interests, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Group Member, (iii) cause such new Material Subsidiary (A) to become a party to the Guarantee and Security Agreement, (B) to take all actions required by the Lender Administrative Agent shall reasonably deem necessary or reasonably advisable to grant to the Lender Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in Lien on the Collateral described in the Guarantee and Security Agreement with respect to such new Material Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Security Agreement or by law or as may be requested by the Lender and (C) to deliver to the Lender a certificate Capital Stock of such Material Subsidiary, substantially in the form of Exhibit B, with appropriate insertions and attachments, and (iv) if requested by the Lender, deliver to the Lender legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, satisfactory to the Lender. (d) With respect to any new Excluded Foreign Subsidiary that is a Material Subsidiary which is 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 Lender such amendments to the Guarantee and Security Agreement and take such other action as the Lender may require to grant to the Lender a perfected first priority security interest in the Equity Interests of such new Material Subsidiary that is owned by the Borrower or any such Group Member of its Domestic Subsidiaries (provided that in no event -------- shall more than 6665% of the total outstanding voting Equity Interests Capital Stock of any such new Material Foreign Subsidiary Holdco be required to be so pledged), (ii) deliver to the Lender Administrative Agent the certificates (if any) representing such Equity InterestsCapital Stock, together with undated stock powers, in blank, powers executed and delivered in blank by a duly authorized officer of the relevant Group Member and take Borrower or such other action Subsidiary, as the case may be required by the Lender to perfect the Lender's security interest thereinbe, and (iii) if cause such new Subsidiary (A) to become a party to the Collateral Agreement, in each case pursuant to documentation which is in form and substance reasonably satisfactory to the Administrative Agent, and (B) to take all actions reasonably deemed by the Administrative Agent to be necessary or reasonably advisable to cause the Lien created by the Collateral Agreement to be duly perfected in accordance with all applicable Requirements of Law, including, without limitation, the filing of financing statements in such jurisdictions as may be reasonably requested by the LenderAdministrative Agent. (c) With respect to any Person that, subsequent to the Closing Date, becomes a Foreign Subsidiary and which has Capital Stock which is owned directly by the Borrower or a Domestic Subsidiary, promptly upon the request of the Administrative Agent: (i) execute and deliver to the Administrative Agent a new Foreign Pledge Agreement or such amendments to the relevant Foreign Pledge Agreement as the Administrative Agent shall reasonably deem necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the Lenders, a Lien on the Capital Stock of such Subsidiary which is owned directly by the Borrower or any of its Domestic Subsidiaries (provided that in -------- no event shall more than 65% of the Capital Stock of any such Subsidiary be required to be so pledged) and (ii) to the extent reasonably deemed advisable by the Administrative Agent, deliver to the Lender legal opinions relating Administrative Agent any certificates (if any) representing such Capital Stock, together with undated stock powers executed and delivered in blank by a duly authorized officer of the Borrower or such Domestic Subsidiary, as the case may be. (d) Notwithstanding anything to the matters described abovecontrary contained herein, which opinions no Subsidiary of the Borrower shall be in form required to comply with the provisions of this subsection 12.10 until such date as either (i) the consolidated gross revenues of such Subsidiary and substanceits Subsidiaries for the most recently completed period of four consecutive fiscal quarters or (ii) the consolidated assets of such Subsidiary and its Subsidiaries, and from counselexceed $10,000,000 (it being understood that any Subsidiary which achieves such assets or revenues after the date hereof shall be deemed, satisfactory for purposes of this subsection 12.10 only, to have been newly acquired by the LenderBorrower on the date upon which such assets or revenues, as the case may be, are achieved).

Additional Collateral. (a) With respect to any property Collateral acquired after the Closing Date (or with respect to any Borrower Party other than the Borrower, the date such Borrower Party executes an accession agreement) by any Group Member (other than any property described in paragraph (b), (c) or (d) below, and property acquired by any Excluded Foreign Subsidiary) Borrower Party as to which the Lender Collateral Agent, for the benefit of the Secured Parties, does not have a perfected Lien, promptly (i) execute and deliver to the Lender Collateral Agent such amendments to the Guarantee and Security Agreement or such other documents or agreements as the Lender may require Administrative Agent deems necessary or advisable to grant to the LenderCollateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in such property property, subject to Permitted Liens and (ii) take all actions required by the Lender necessary or advisable to grant to the Lender Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in such property, including the filing of Uniform Commercial Code UCC financing statements in such jurisdictions as may be required by the Guarantee and applicable Security Agreement or by law or as may be requested by the LenderCollateral Agent or the Administrative Agent, except for Permitted Liens. (b) With respect If any Project Company either owning a Project with a nameplate capacity of at least 10MWDC or as a result of an acquisition of Real Property increases the capacity of a Project to a Project with a nameplate capacity of at least 10MWDC shall at any fee interest in time acquire any real property having or leasehold or other interest in real property not covered by a value Mortgage, within ninety (together with improvements thereof90) of at least $100,000 acquired after days from such acquisition, the Closing Date by any Group Member, promptly Project Company shall (i) execute execute, deliver and deliver record a first priority supplement to such Mortgage, reasonably satisfactory in favor of form and substance to the Lender covering Administrative Agent and the Collateral Agent, subjecting such real property, property or leasehold or other interests to the lien and security interest created by such Mortgage and (ii) if requested by the Lender, provide the Lender with (A) title and extended coverage insurance covering such real property in an amount at least equal to the purchase price of such real property (or such other amount as shall be specified by the Lender), together with such endorsements as the Lender may require, (B) a current ALTA survey of such real property, together with a surveyor's certificate, (C) an environmental site assessment report for such real property, (D) an appraisal of such real property, and (E) such consents, waivers, and estoppels, and intercreditor, attornment and subordination agreements as may be required by the Lender in connection with such Mortgage, each of the foregoing to be in scope, form and substance satisfactory to the Lender, and (iii) if requested by the Lenderexecute, deliver to and otherwise provide such policy, survey, flood determination and other Real Property deliverables that the Lender legal opinions relating to the matters described above, which opinions Administrative Agent shall be in form and substance, and from counsel, satisfactory to the Lender. (c) With respect to any new Material Subsidiary (other than an Excluded Foreign Subsidiary) which is created or acquired reasonably request; provided that after the Closing Term Conversion Date by any Group Member (whichfor a Tax Equity Project, for the purposes of this paragraph (c), no Project Company owning a Tax Equity Project shall include any existing Subsidiary that ceases to be an Excluded Foreign Subsidiary), promptly (i) execute and deliver to the Lender such amendments to the Guarantee and Security Agreement and take such other action as the Lender may require to grant to the Lender, for the benefit of the Lender, a perfected first priority security interest in the Equity Interests of such new Material Subsidiary that is owned by any Group Member, (ii) deliver to the Lender the certificates representing such Equity Interests, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Group Member, (iii) cause such new Material Subsidiary (A) to become a party to the Guarantee and Security Agreement, (B) to take all actions required by the Lender to grant to the Lender a perfected first priority security interest in the Collateral described in the Guarantee and Security Agreement with respect to such new Material Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Security Agreement or by law or as may be requested by the Lender and (C) to deliver to the Lender a certificate of such Material Subsidiary, substantially in the form of Exhibit B, with appropriate insertions and attachments, and (iv) if requested by the Lender, deliver to the Lender legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, satisfactory to the Lender. (d) With respect to any new Excluded Foreign Subsidiary that is a Material Subsidiary which is 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 Lender such amendments to the Guarantee and Security Agreement and take such other action as the Lender may require to grant to the Lender a perfected first priority security interest in the Equity Interests of such new Material Subsidiary that is owned by any such Group Member (provided that in no event shall more than 66% of the total outstanding voting Equity Interests of any such new Material Subsidiary be required to be so pledgedcomply with this Section 5.16(b), (ii) deliver to the Lender the certificates representing such Equity Interests, 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 required by the Lender to perfect the Lender's security interest therein, and (iii) if requested by the Lender, deliver to the Lender legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, satisfactory to the Lender.

Additional Collateral. (a) With respect to Promptly upon the acquisition or receipt by Issuer or any property acquired after the Closing Date by any Group Member (other than any property described in paragraph (b), (c) or (d) below, and property acquired by any Excluded Foreign Subsidiary) as to which the Lender does not have a perfected Lien, promptly Pledgor of After-Acquired Property: (i) execute Issuer or the applicable Pledgor, as the case may be, and deliver the Trustee will, if necessary, enter into such amendments or supplements to the Lender Security Documents (in registerable or recordable form) and other Security Documents, and Issuer shall cause such amendments amendments, supplements and other Security Documents to the Guarantee be filed and Security Agreement or recorded in all such other documents or agreements governmental offices as the Lender may require shall be necessary in order to grant to the Lender, and create a perfected first valid second priority Lien on and security interest in such property After-Acquired Property in favor of the Trustee (subject to no Liens except Collateral Permitted Liens), and (ii) take all actions required by the Lender Issuer shall cause appropriate financing statements to grant be filed in such governmental offices as shall be reasonably necessary in order to the Lender a perfected first priority perfect any security interest in such propertyAfter-Acquired Property as to which a security interest may, including under the UCC of the applicable jurisdiction, be perfected by the filing of Uniform Commercial Code a financing statements in statement and, if any such jurisdictions After-Acquired Property consists of stock certificates, promissory notes or other property as to which, under the relevant UCC, a security interest may be required perfected only by possession, subject to the Guarantee terms and conditions of the Security Agreement Documents, deliver such certificates, promissory notes and other property, together with stock powers or by law or as may be requested by assignments duly endorsed in blank, to the Lender.Trustee; (bii) With respect to any fee interest in any real the case of After-Acquired Property which constitutes personal property having a value in excess of $10,000,000, and to the extent additional recordings, registrations or filings are necessary to create and/or perfect a Security Interest in such personal property under the Security Documents, Issuer or the applicable Pledgor, as the case may be, shall also deliver to the Trustee the following: (together with improvements thereofA) an Opinion of at least $100,000 acquired after Counsel substantially to the Closing Date by effect that, in the opinion of such counsel, the applicable Security Documents and all other instruments of further assurance or assignment have been properly recorded, registered and filed to the extent necessary to create and/or perfect the Security Interests in such personal property under the Security Documents and reciting the details of such action and stating that as to such Security Interests under such Security Documents, such recordings, registrations and filings are the only recordings, registrations and filings necessary to give notice thereof and no re-recordings, re-registrations or refilings are necessary to maintain such notice (other than as stated in such opinion); (B) an Officers' Certificate of Issuer stating that any Group Memberspecific Liens on such personal property are Collateral Permitted Liens; and (C) evidence of payment or a closing statement indicating payments to be made of all filing fees, promptly recording charges, transfer taxes and other costs and expenses including reasonable legal fees and disbursements of counsel for the Trustee (and any local counsel) that may be incurred to validly and effectively subject such personal property to the Lien of any applicable Security Document to perfect such Liens; (iii) Issuer or the applicable Pledgor shall deliver to the Trustee an Opinion of Counsel and an Officers' Certificate to the effect that the documents that have been or are therewith delivered to the Trustee pursuant to this Section 12.1(b) (including any amendments, supplements or other Security Documents referred to in paragraph (i) execute and deliver a first priority Mortgage, in favor of the Lender covering such real property, (iiabove) if requested by the Lender, provide the Lender with (A) title and extended coverage insurance covering such real property in an amount at least equal conform to the purchase price of such real property (or such other amount as shall be specified by the Lender), together with such endorsements as the Lender may require, (B) a current ALTA survey of such real property, together with a surveyor's certificate, (C) an environmental site assessment report for such real property, (D) an appraisal of such real property, and (E) such consents, waivers, and estoppels, and intercreditor, attornment and subordination agreements as may be required by the Lender in connection with such Mortgage, each of the foregoing to be in scope, form and substance satisfactory to the Lender, and (iii) if requested by the Lender, deliver to the Lender legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, satisfactory to the Lender. (c) With respect to any new Material Subsidiary (other than an Excluded Foreign Subsidiary) which is created or acquired after the Closing Date by any Group Member (which, for the purposes requirements of this paragraph (c), shall include any existing Subsidiary that ceases to be an Excluded Foreign Subsidiary), promptly (i) execute and deliver to the Lender such amendments to the Guarantee and Security Agreement and take such other action as the Lender may require to grant to the Lender, for the benefit of the Lender, a perfected first priority security interest in the Equity Interests of such new Material Subsidiary that is owned by any Group Member, (ii) deliver to the Lender the certificates representing such Equity Interests, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Group Member, (iii) cause such new Material Subsidiary (A) to become a party to the Guarantee and Security Agreement, (B) to take all actions required by the Lender to grant to the Lender a perfected first priority security interest in the Collateral described in the Guarantee and Security Agreement with respect to such new Material Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Security Agreement or by law or as may be requested by the Lender and (C) to deliver to the Lender a certificate of such Material Subsidiary, substantially in the form of Exhibit B, with appropriate insertions and attachments, and (iv) if requested by the Lender, deliver to the Lender legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, satisfactory to the LenderIndenture. (d) With respect to any new Excluded Foreign Subsidiary that is a Material Subsidiary which is 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 Lender such amendments to the Guarantee and Security Agreement and take such other action as the Lender may require to grant to the Lender a perfected first priority security interest in the Equity Interests of such new Material Subsidiary that is owned by any such Group Member (provided that in no event shall more than 66% of the total outstanding voting Equity Interests of any such new Material Subsidiary be required to be so pledged), (ii) deliver to the Lender the certificates representing such Equity Interests, 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 required by the Lender to perfect the Lender's security interest therein, and (iii) if requested by the Lender, deliver to the Lender legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, satisfactory to the Lender.

Additional Collateral. (aA) With respect to Within 60 days following the end of each fiscal quarter, commencing with June 30, 2012, the Company shall (i) notify the Collateral Agent in writing, at the sole cost and expense of the Company, if any property acquired after the Closing Date by Obligor acquires any Group Member assets with a Fair Market Value individually in excess of $500,000 that would constitute Collateral (other than any property described real property, which shall be the subject of Section 9.04(B)) that are not otherwise automatically subject to a perfected security interest under the Collateral Documents and (ii) to the extent applicable, shall within 60 days of delivery of the notice specified in paragraph the foregoing clause (bi), (c) or (d) belowand to the extent required hereunder and under the Collateral Documents, and property acquired by any Excluded Foreign Subsidiary) as to which the Lender does not have a perfected Lien, promptly (i) execute and deliver to the Lender Collateral Agent such amendments to security agreement supplements and other documentation (in form and scope, and covering such additional Collateral on terms consistent with the Guarantee Pledge and Security Agreement or and other Collateral Documents in effect on the Issue Date, and take such other documents or agreements additional actions as the Lender may require are necessary to grant create and fully perfect (except to the Lender, extent perfection is not required hereunder or thereunder)) in favor of the Collateral Agent for the benefit of the Secured Parties a perfected first priority valid and enforceable security interest in such property and (iiCollateral, which shall be free of any other Liens except for Permitted Liens. Any security interest provided pursuant this Section 9.04(A) take all actions required shall be accompanied by the Lender to grant such Opinions of Counsel to the Lender a perfected first priority security interest Company as customarily given by counsel in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Security Agreement or by law or as may be requested by the Lenderrelevant jurisdiction. (bB) With respect to If the Company or any Guarantor (i) owns, on the Issue Date, any fee interest in any real property having land and the related improvements (including fixtures) thereon with a value Fair Market Value that exceeds $2,500,000 or (together with improvements thereofii) of at least $100,000 acquired acquires, after the Closing Date by Issue Date, any Group Member, promptly fee interest in any land and the related improvements (including fixtures) thereon with a Fair Market Value that exceeds $2,500,000 (such interests in clause (i) execute and (ii) above, the “Premises”), then within 90 days of the Issue Date or the date of acquisition of such land and related improvements, as applicable, to the extent such property does not constitute Excluded Assets: (i) the Company or such Guarantor shall deliver to the Collateral Agent, as mortgagee, fully executed counterparts of Mortgages, each dated as of the Issue Date, the date of acquisition of such Premises or such later date specified above, as the case may be, duly executed by the Company or the applicable Guarantor, together with related Opinions of Counsel and evidence of the completion of all recordings and filings of such Mortgage as may be necessary to create a first priority Mortgagevalid, perfected Lien, subject to Permitted Liens, against the properties purported to be covered thereby; (ii) the Company or such Guarantor shall deliver to the Collateral Agent mortgagee’s title insurance policies in favor of the Lender covering such real propertyCollateral Agent, (ii) if requested by the Lender, provide the Lender with (A) title and extended coverage insurance covering such real property in an amount at least equal to the purchase price of such real property (or such other amount as shall be specified by the Lender), together with such endorsements as the Lender may require, (B) a current ALTA survey of such real property, together with a surveyor's certificate, (C) an environmental site assessment report for such real property, (D) an appraisal of such real property, and (E) such consents, waivers, and estoppels, and intercreditor, attornment and subordination agreements as may be required by the Lender in connection with such Mortgage, each of the foregoing to be in scope, form and substance satisfactory to the Lender, and (iii) if requested by the Lender, deliver to the Lender legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, satisfactory to the Lender. (c) With respect to any new Material Subsidiary (other than an Excluded Foreign Subsidiary) which is 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 Lender such amendments to the Guarantee and Security Agreement and take such other action as the Lender may require to grant to the Lender, mortgagee for the benefit of the LenderSecured Parties, in an amount equal to 100% of the Fair Market Value of the Premises purported to be covered by the related Mortgage, insuring that the interests created by the Mortgage constitute valid Liens thereon free and clear of all Liens, defects and encumbrances other than Permitted Liens; and (iii) the Company or such Guarantor shall deliver to the Collateral Agent, with respect to each of the covered Premises, the most recent survey of such Premises, together with either (i) an updated survey certification in favor of the Collateral Agent from the applicable surveyor stating that, based on a perfected first priority security interest visual inspection of the property and the knowledge of the surveyor, there has been no change in the Equity Interests of such new Material Subsidiary that is owned by any Group Member, facts depicted in the survey; or (ii) deliver an affidavit or indemnity from the Company or the applicable Guarantor, as the case may be, stating that to its knowledge, there has been no change in the facts depicted in the survey, other than, in each case, changes that do not materially adversely affect the use by the Company or Guarantor, as applicable, of such Premises for the Company’s or such Guarantor’s business as so conducted, or intended to be conducted, at such Premises and in each case, in form sufficient for the title insurer issuing the title policy to remove the standard survey exception from such policy and provide survey coverage to such policy. Notwithstanding anything herein to the Lender contrary, the certificates representing such Equity InterestsTrustee makes no representation as to the validity, together with undated stock powers, in blank, executed and delivered by a duly authorized officer adequacy or sufficiency of the relevant Group Member, (iii) cause such new Material Subsidiary (A) to become a party to the Guarantee and Security Agreement, (B) to take all actions required by the Lender to grant to the Lender a perfected first priority security interest documents listed in the Collateral described in the Guarantee and Security Agreement with respect to such new Material Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Security Agreement or by law or as may be requested by the Lender and (C) to deliver to the Lender a certificate of such Material Subsidiary, substantially in the form of Exhibit B, with appropriate insertions and attachments, and (iv) if requested by the Lender, deliver to the Lender legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, satisfactory to the Lender. (d) With respect to any new Excluded Foreign Subsidiary that is a Material Subsidiary which is created or acquired after the Closing Date by any Group Member (other than by any Group Member that is an Excluded Foreign Subsidiary), promptly clauses (i) execute and deliver to the Lender such amendments to the Guarantee and Security Agreement and take such other action as the Lender may require to grant to the Lender a perfected first priority security interest in the Equity Interests of such new Material Subsidiary that is owned by any such Group Member (provided that in no event shall more than 66% of the total outstanding voting Equity Interests of any such new Material Subsidiary be required to be so pledged), (ii) deliver to the Lender the certificates representing such Equity Interests, 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 required by the Lender to perfect the Lender's security interest therein, and or (iii) if requested by of this Section 9.04(B) and assumes no responsibility for their correctness. For the Lenderavoidance of doubt, deliver the Company and any Guarantor shall take all necessary steps to grant a (x) senior Lien in favor of the Collateral Trustee on all assets that are or become collateral for any Existing Notes (in respect of which, such Liens shall be expressly subordinated to the Lender legal opinions relating to senior Lien in favor of the matters described above, which opinions shall be in form and substanceCollateral Trustee securing the Obligations under this Indenture), and from counselon all assets that are or become collateral for any Credit Facility described in clause (2) of “Permitted Indebtedness” that are not used in calculating Borrowing Base and (y) a junior Lien in favor of the Collateral Trustee on all assets that are or become collateral for any Credit Facility described in clause (2) of “Permitted Indebtedness” that are used in calculating Borrowing Base, satisfactory or in each case of (x) and (y), any Exchange Indebtedness or Refinancing Indebtedness in respect thereof, and pursuant to the Lenderone or more intercreditor agreements in accordance with Section 4.16.

Additional Collateral. (aA) With respect to Within 60 days following the end of each fiscal quarter, commencing with June 30, 2011, the Company shall (i) notify the Collateral Agent in writing, at the sole cost and expense of the Company, if any property acquired after the Closing Date by Obligor acquires any Group Member assets with a Fair Market Value individually in excess of $500,000 that would constitute Collateral (other than any property described real property, which shall be the subject of Section 9.04(B)) that are not otherwise automatically subject to a perfected security interest under the Collateral Documents and (ii) to the extent applicable, shall within 60 days of delivery of the notice specified in paragraph the foregoing clause (bi), (c) or (d) belowand to the extent required hereunder and under the Collateral Documents, and property acquired by any Excluded Foreign Subsidiary) as to which the Lender does not have a perfected Lien, promptly (i) execute and deliver to the Lender Collateral Agent such amendments to security agreement supplements and other documentation (in form and scope, and covering such additional Collateral on terms consistent with the Guarantee Pledge and Security Agreement or and other Collateral Documents in effect on the Issue Date, and take such other documents or agreements additional actions as the Lender may require are necessary to grant create and fully perfect (except to the Lender, extent perfection is not required hereunder or thereunder)) in favor of the Collateral Agent for the benefit of the Secured Parties a perfected first priority valid and enforceable security interest in such property and (iiCollateral, which shall be free of any other Liens except for Permitted Liens. Any security interest provided pursuant this Section 9.03(A) take all actions required shall be accompanied by the Lender to grant such Opinions of Counsel to the Lender a perfected first priority security interest Company as customarily given by counsel in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Security Agreement or by law or as may be requested by the Lenderrelevant jurisdiction. (bB) With respect to If the Company or any Guarantor (i) owns, on the Issue Date, any fee interest in any real property having land and the related improvements (including fixtures) thereon with a value Fair Market Value that exceeds $2,500,000 or (together with improvements thereofii) of at least $100,000 acquired acquires, after the Closing Date by Issue Date, any Group Member, promptly fee interest in any land and the related improvements (including fixtures) thereon with a Fair Market Value that exceeds $2,500,000 (such interests in clause (i) execute and (ii) above, the “Premises”), then within 90 days of the Issue Date or the date of acquisition of such land and related improvements, as applicable, to the extent such property does not constitute Excluded Assets: (i) the Company or such Guarantor shall deliver to the Collateral Agent, as mortgagee, fully executed counterparts of Mortgages, each dated as of the Issue Date, the date of acquisition of such Premises or such later date specified above, as the case may be, duly executed by the Company or the applicable Guarantor, together with related opinions and evidence of the completion (or satisfactory arrangements for the completion) of all recordings and filings of such Mortgage as may be necessary to create a first priority Mortgagevalid, perfected Lien, subject to Permitted Liens, against the properties purported to be covered thereby; (ii) the Company or such Guarantor shall deliver to the Collateral Agent mortgagee’s title insurance policies in favor of the Lender covering Collateral Agent, as mortgagee for the benefit of the Secured Parties, in an amount equal to 100% of the Fair Market Value of the Premises purported to be covered by the related Mortgage, insuring that title to such real propertyproperty is marketable and that the interests created by the Mortgage constitute valid Liens thereon free and clear of all Liens, defects and encumbrances other than Permitted Liens; and (iii) the Company or such Guarantor shall deliver to the Collateral Agent, with respect to each of the covered Premises, the most recent survey of such Premises, together with either (i) an updated survey certification in favor of the Collateral Agent from the applicable surveyor stating that, based on a visual inspection of the property and the knowledge of the surveyor, there has been no change in the facts depicted in the survey; or (ii) an affidavit or indemnity from the Company or the applicable Guarantor, as the case may be, stating that to its knowledge, there has been no change in the facts depicted in the survey, other than, in each case, changes that do not materially adversely affect the use by the Company or Guarantor, as applicable, of such Premises for the Company’s or such Guarantor’s business as so conducted, or intended to be conducted, at such Premises and in each case, in form sufficient for the title insurer issuing the title policy to remove the standard survey exception from such policy and provide survey coverage to such policy. Notwithstanding anything herein to the contrary, the Trustee makes no representation as to the validity, adequacy or sufficiency of the documents listed in clauses (i), (ii) if requested by the Lender, provide the Lender with or (Aiii) title of this Section 9.03(B) 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 specified by the Lender), together with such endorsements as the Lender may require, (B) a current ALTA survey of such real property, together with a surveyor's certificate, assumes no responsibility for their correctness. (C) an environmental site assessment report for such real property, (D) an appraisal of such real property, and (E) such consents, waivers, and estoppels, and intercreditor, attornment and subordination agreements as may be required by the Lender in connection with such Mortgage, each Upon payment of the foregoing to be in scopeCompany’s final payment under the Makena Agreement, form and substance satisfactory to the Lender, and (iii) if requested by the Lender, deliver to the Lender legal opinions relating to the matters described above, which opinions Company shall be in form and substance, and from counsel, satisfactory to the Lender. (c) With respect to any new Material Subsidiary (other than an Excluded Foreign Subsidiary) which is 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 (iand in any event within 15 days following termination or expiration of the Makena Agreement) execute and deliver to the Lender such amendments to the Guarantee and Security Agreement and take such other action as the Lender may require to grant to the LenderCollateral Agent, for the benefit of the LenderSecured Parties, a perfected first priority security interest (subject to Permitted Liens) in the Equity Interests of such new Material Subsidiary that is owned by any Group Member, (ii) deliver to the Lender the certificates representing such Equity Interests, together with undated stock powers, in blank, executed and delivered by a duly authorized officer all of the relevant Group Member, (iii) cause such new Material Subsidiary (A) to become a party to the Guarantee and Security Agreement, (B) to take all actions required by the Lender to grant to the Lender a perfected first priority security interest Company’s interests in the Collateral described in the Guarantee and Security Agreement with respect to such new Material Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Security Agreement or by law or as may be requested by the Lender and (C) to deliver to the Lender a certificate of such Material Subsidiary, substantially in the form of Exhibit B, with appropriate insertions and attachments, and (iv) if requested by the Lender, deliver to the Lender legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, satisfactory to the LenderMakena. (d) With respect to any new Excluded Foreign Subsidiary that is a Material Subsidiary which is 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 Lender such amendments to the Guarantee and Security Agreement and take such other action as the Lender may require to grant to the Lender a perfected first priority security interest in the Equity Interests of such new Material Subsidiary that is owned by any such Group Member (provided that in no event shall more than 66% of the total outstanding voting Equity Interests of any such new Material Subsidiary be required to be so pledged), (ii) deliver to the Lender the certificates representing such Equity Interests, 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 required by the Lender to perfect the Lender's security interest therein, and (iii) if requested by the Lender, deliver to the Lender legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, satisfactory to the Lender.

Additional Collateral. (a) With respect to any property acquired after the Closing Date by any Group Member Loan Party (other than (1) any property described in paragraph (b), ) of this Section 6.14 and (c2) or (d) below, and any property acquired by any Excluded Foreign Subsidiaryexcluded from the obligation to be made subject to a Lien pursuant to the Security Documents) as to which the Lender Administrative Agent, for the benefit of the Secured Parties, does not have a perfected Second Priority Lien, promptly (i) execute and deliver to the Lender Administrative Agent such amendments to the Guarantee Pledge and Security Agreement or such other documents or agreements as the Lender may require Administrative Agent reasonably deems necessary or advisable to grant to the LenderAdministrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in such property and (ii) take all actions required by the Lender reasonably necessary or advisable to grant to the Lender Administrative Agent, for the benefit of the Secured Parties, a perfected first priority Second Priority security interest in such propertyproperty (subject to Liens permitted under Section 7.01), including including, but not limited to (y) delivery to the First Lien Agent or the Administrative Agent, as applicable, pursuant to the Intercreditor Agreement any and all certificates representing Equity Interests (to the extent certificated) and intercompany notes (to the extent certificated) that are required to be pledged pursuant to the Pledge and Security Agreement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and (z) the filing of Uniform Commercial Code filings with respect to IP Rights, UCC financing statements and other filings and in such jurisdictions as may be required by the Guarantee Pledge and Security Agreement Agreement, other Security Documents or by law or as may be requested by the LenderAdministrative Agent. (b) With respect to any fee interest in any real property having a value (together with improvements thereof) of at least $100,000 5,000,000 acquired after the Closing Date by any Group MemberLoan Party (or owned by any Person at the time it becomes a Loan Party), promptly (a) if such Loan Party acquired such real property with the intention to construct a solar facility thereon, but has not yet commenced such construction within six months of such acquisition (unless a longer period is agreed to by the Administrative Agent in its sole discretion), on such six month anniversary of such acquisition or (b) if such Loan Party did not acquire such real property with the intention to construct a solar facility thereon or if such real property is owned by any Person at the time it becomes a Loan Party, within 60 days after the date of acquisition of such real property or the date such Person becomes a Loan Party, unless, in the case of each of clauses (a) and (b) a longer period is granted by Administrative Agent in its sole discretion, (i) execute and deliver a first priority Mortgage, in favor of the Lender Administrative Agent for the benefit of the Secured Parties, covering such real property, (ii) if requested by the Lender, provide the Lender with (A) title and extended coverage insurance covering such real property in an amount at least equal deliver to the purchase price of such real property (or such other amount as shall be specified by the Lender)Administrative Agent all information, together documentation and certifications described in Section 4.01(a)(vi) with such endorsements as the Lender may require, (B) a current ALTA survey of such real property, together with a surveyor's certificate, (C) an environmental site assessment report for such real property, (D) an appraisal of respect to such real property, and (E) such consents, waivers, and estoppels, and intercreditor, attornment and subordination agreements as may be required by the Lender in connection with such Mortgage, each of the foregoing to be in scope, form and substance satisfactory to the Lender, and (iii) if requested by the Lender, deliver to the Lender legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, satisfactory to the Lender. (c) With respect to any new Material Subsidiary (other than an Excluded Foreign Subsidiary) which is 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 Lender such amendments to the Guarantee and Security Agreement and take such other action as the Lender may require to grant to the Lender, for the benefit of the Lender, a perfected first priority security interest in the Equity Interests of such new Material Subsidiary that is owned by any Group Member, (ii) deliver to the Lender the certificates representing such Equity Interests, together with undated stock powers, in blank, executed and delivered by Administrative Agent a duly authorized officer certificate of a Responsible Officer of the relevant Group MemberBorrower, (iii) cause such new Material Subsidiary (A) to become a party to affirming the Guarantee and Security Agreement, (B) to take all actions required by the Lender to grant to the Lender a perfected first priority security interest representations contained in the Collateral described in the Guarantee and Security Agreement Section 5.08 with respect to such new Material Subsidiaryreal property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Security Agreement or by law or as may be requested by the Lender and (C) to deliver except that all references to the Lender a certificate “Closing Date” contained in Section 5.08 shall instead be construed to refer to the date of delivery of such Material Subsidiary, substantially in the form of Exhibit B, with appropriate insertions and attachments, and (iv) if requested by the Lender, deliver to the Lender legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, satisfactory to the Lendercertificate. (d) With respect to any new Excluded Foreign Subsidiary that is a Material Subsidiary which is 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 Lender such amendments to the Guarantee and Security Agreement and take such other action as the Lender may require to grant to the Lender a perfected first priority security interest in the Equity Interests of such new Material Subsidiary that is owned by any such Group Member (provided that in no event shall more than 66% of the total outstanding voting Equity Interests of any such new Material Subsidiary be required to be so pledged), (ii) deliver to the Lender the certificates representing such Equity Interests, 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 required by the Lender to perfect the Lender's security interest therein, and (iii) if requested by the Lender, deliver to the Lender legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, satisfactory to the Lender.

Additional Collateral. (a) With respect to any property acquired after the Closing Date by the Company or any Group Member Subsidiary Guarantor (other than (x) any property described in paragraph (b), (c), (d), (e), (f) or (dg) below, (y) any property subject to a Lien expressly permitted by subsection 7.3(g) and (z) property acquired by any Excluded Foreign Subsidiary) as to which the Lender Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien, promptly (i) execute and deliver to the Lender Administrative Agent such amendments to the Guarantee and Security Collateral Agreement or such other documents or agreements as the Lender may require Administrative Agent deems necessary or advisable to grant to the LenderAdministrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such property and (ii) take all actions required by the Lender necessary or advisable to grant to the Lender Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Security Collateral Agreement or by law or as may be requested by the LenderAdministrative Agent. (b) With respect to any fee interest in any real property having a value (together with improvements thereof) of at least $100,000 500,000 acquired after the Closing Date by the Company or any Group MemberSubsidiary Guarantor (other than (x) any such real property subject to a Lien expressly permitted by Section 7.3(g) and (z) real property acquired by any Foreign Subsidiary), promptly (i) execute and deliver a first priority Mortgagemortgage or deed of trust, as applicable, in favor of the Lender Administrative Agent, for the benefit of the Lenders, covering such real property, (ii) if requested by the LenderAdministrative Agent, provide the Lender Lenders with (Ax) 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 Lender), together with such endorsements Administrative Agent) as the Lender may require, (B) well as a current ALTA survey of such real propertythereof, together with a surveyor's certificate, (C) an environmental site assessment report for such real property, (D) an appraisal of such real property, certificate and (Ey) such consents, waivers, and estoppels, and intercreditor, attornment and subordination agreements as may be required any consents or estoppels reasonably deemed necessary or advisable by the Lender Administrative Agent in connection with such Mortgagemortgage or deed of trust, each of the foregoing to be in scope, form and substance reasonably satisfactory to the Lender, Administrative Agent and (iii) if requested by the LenderAdministrative Agent, deliver to the Lender 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 LenderAdministrative Agent. (c) With respect to any new Material Subsidiary (other than an Excluded a Foreign SubsidiarySubsidiary or Foreign Subsidiary Holding Company) which is created or acquired after the Closing Date by any Group Member (which, for the purposes of this paragraph (c)paragraph, shall include any existing Subsidiary that ceases to be an Excluded a Foreign SubsidiarySubsidiary or that becomes a Subsidiary described in clause (a) of the definition of "Subsidiary Guarantor"), by the Company or any Subsidiary Guarantor, promptly (i) execute and deliver to the Lender Administrative Agent such amendments to the Guarantee and Security Collateral Agreement and take such other action as the Lender may require Administrative Agent deems necessary or advisable to grant to the LenderAdministrative Agent, for the benefit of the LenderLenders, a perfected first priority security interest in the Equity Interests Capital Stock of such new Material Subsidiary that which is owned by the Company or any Group MemberSubsidiary Guarantor, (ii) deliver to the Lender Administrative Agent the certificates representing such Equity InterestsCapital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Group MemberCompany or such Subsidiary Guarantor, as the case may be, (iii) if 80% or more of the Equity Interests of such new Subsidiary are owned, directly or indirectly (other than indirectly through any Foreign Subsidiary) by the Company or any Subsidiary Guarantor, cause such new Material Subsidiary (A) to become a party to the Guarantee and Security Agreement, Collateral Agreement and (B) to take all such actions required by the Lender necessary or reasonably advisable to grant to the Lender Administrative Agent for the benefit of the Lenders a perfected first priority security interest in the Collateral described in the Guarantee and Security Collateral Agreement with respect to such new Material Subsidiary, including including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Security Collateral Agreement or by law or as may be requested by the Lender and (C) to deliver to the Lender a certificate of such Material Subsidiary, substantially in the form of Exhibit B, with appropriate insertions and attachmentsAdministrative Agent, and (iv) if requested by the LenderAdministrative Agent, deliver to the Lender Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance reasonably satisfactory to the Administrative Agent. (d) With respect to any new Foreign Subsidiary or Foreign Subsidiary Holding Company (other than any Excluded Issuer) created or acquired after the Closing Date by the Company or any Subsidiary Guarantor, promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable in order to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new Foreign Subsidiary which is owned by the Company or any Subsidiary Guarantor (provided that in no event shall more than 65% of the total outstanding Capital Stock of any such new Subsidiary be required to be so pledged), (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Company or such Subsidiary Guarantor, as the case may be, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable under applicable law 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 LenderAdministrative Agent. (de) With respect to any new Excluded Foreign Subsidiary that is a Material Subsidiary which is created or property acquired after the Closing Date by the Canadian Borrower or any Group Member Canadian Subsidiary Guarantor (other than any property subject to a Lien expressly permitted by any Group Member that is an Excluded Foreign Subsidiarysubsection 7.3(g)) as to which the Canadian Administrative Agent, for the benefit of the Canadian Revolving Credit Lenders, does not have a perfected Lien, promptly (i) execute and deliver to the Lender Canadian Administrative Agent such amendments to the Canadian Guarantee and Security Collateral Agreement and take or such other action documents as the Lender may require Canadian Administrative Agent deems necessary or advisable to grant to the Lender Canadian Administrative Agent, for the benefit of the Canadian Revolving Credit Lenders, a security interest in such property and (ii) take all actions necessary or advisable to grant to the Canadian Administrative Agent, for the benefit of the Canadian Revolving Credit Lenders, a perfected first priority security interest (or hypothec, if applicable) in the Equity Interests of such new Material Subsidiary that is owned by any such Group Member (provided that in no event shall more than 66% of the total outstanding voting Equity Interests of any such new Material Subsidiary be required to be so pledged)property, (ii) deliver to the Lender the certificates representing such Equity Interests, together with undated stock powers, in blank, executed including filings and delivered by a duly authorized officer of the relevant Group Member and take such other action actions as may be required by the Lender Canadian Guarantee and Collateral Agreement or by law or as may be requested by the Canadian Administrative Agent. (f) With respect to perfect any fee or similar ownership interest in any real property having a value (together with improvements thereof) of at least $500,000 or the Lenderequivalent amount thereof in Canadian Dollars acquired after the Closing Date by the Canadian Borrower or any of its Subsidiaries (other than any such real property subject to a Lien expressly permitted by Section 7.3(g)), promptly (i) execute and deliver a first priority mortgage, deed of trust or hypothec, as applicable, in favor of the Canadian Administrative Agent, for the benefit of the Canadian Revolving Credit Lenders, or in favor of the Canadian Revolving Credit Lenders (if such real property is located in the Province of Quebec) covering such real property, (ii) if requested by the Canadian Administrative Agent, provide the Canadian Revolving Credit 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 Canadian Administrative Agent) as well as a current as-built survey thereof, together with a surveyor's security interest thereincertificate, and (y) any consents or estoppels reasonably deemed necessary or advisable by the Canadian Administrative Agent in connection with such mortgage, deed of trust or hypothec, each of the foregoing in form and substance reasonably satisfactory to the Canadian Administrative Agent, and (iii) if requested by the LenderCanadian Administrative Agent, deliver to the Lender it legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the LenderCanadian Administrative Agent. (g) With respect to any new Subsidiary created or acquired after the Closing Date (which, for the purposes of this paragraph, shall include any existing Subsidiary that becomes a Subsidiary described in clause (a) of the definition of "Canadian Subsidiary Guarantor") by the Canadian Borrower or any Canadian Subsidiary Guarantor, promptly (i) execute and deliver to the Canadian Administrative Agent such amendments to the Canadian Guarantee and Collateral Agreement as the Canadian Administrative Agent deems necessary or advisable in order to grant to the Canadian Administrative Agent, for the benefit of the Canadian Revolving Credit Lenders, a perfected first priority security interest in the Capital Stock of such new Subsidiary which is owned by the Canadian Borrower or any Canadian Subsidiary Guarantor, (ii) if 80% or more of the Equity Interests of such new Subsidiary are owned by the Canadian Borrower or any Canadian Subsidiary Guarantor, cause such new Subsidiary (A) to become a party to the Canadian Guarantee and Collateral Agreement, (B) to comply with the terms and provisions of the Canadian Guarantee and Collateral Agreement with respect to the registration of shares of such Capital Stock and the delivery to the Canadian Administrative Agent of certificates representing such Capital Stock, and (C) to take such other actions as may be necessary or advisable to grant to the Canadian Administrative Agent, for the benefit of the Canadian Revolving Credit Lenders, a perfected first priority security interest in the Collateral described in the Canadian Guarantee and Collateral Agreement with respect to such new Subsidiary, and (iii) if requested by the Canadian Administrative Agent, deliver to the Canadian Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance reasonably satisfactory to the Canadian Administrative Agent.

Additional Collateral. (a) With respect to any property acquired after the Closing Date by any Group Member Loan Party that constitutes Collateral under the Guaranty on Collateral Agreement (other than (x) any property described in paragraph (b), (c) or (d) below, below and property acquired by any (y) Excluded Foreign SubsidiaryProperty (as defined in the Guarantee and Collateral Agreement) as to which the Lender Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien, promptly (i) execute and deliver to the Lender Administrative Agent such amendments to the Guarantee and Security Collateral Agreement or such other documents or agreements as the Lender may require Administrative Agent reasonably requests, to grant to the LenderAdministrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such property and (ii) take all actions required reasonably requested by the Lender Administrative Agent to grant to the Lender Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Security Agreement or by law or as may be requested by the LenderAdministrative Agent. (b) With respect to any fee interest in any real property having a value (together with improvements thereof) of at least $100,000 2,500,000 acquired after the Closing Date by any Group MemberLoan Party (other than (x) any such real property subject to a Lien expressly permitted under clause (x) of the definition of “Permitted Liens” and (y) real property acquired by any Excluded Foreign Subsidiary), promptly promptly. (i) execute and deliver a first priority MortgageReal Estate Mortgage subject to Permitted Liens, in favor of the Lender Administrative Agent, for the benefit of the Lenders, covering such real property, (ii) if reasonably requested by the LenderAdministrative Agent, provide the Lender Lenders with (Ax) 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 specified by the Lender)well as current ALTA survey thereof, together with such endorsements as the Lender may require, (B) a current ALTA survey of such real property, together with a any surveyor's certificate, (C) an environmental site assessment report for such real property, (D) an appraisal of such real property, ’s certificate that exists and (Ey) such consents, waivers, and estoppels, and intercreditor, attornment and subordination agreements as may be required use commercially reasonable efforts to obtain any consents or estoppels reasonably deemed necessary or advisable by the Lender Administrative Agent in connection with such Real Estate Mortgage, each of the foregoing to be in scope, form and substance reasonably satisfactory to the Lender, Administrative Agent and (iii) if reasonably requested by the LenderAdministrative Agent, deliver to the Lender 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 LenderAdministrative Agent. (c) With respect to any aircraft (including the related engines and spare engines) acquired after the Closing Date by any Loan Party that is not financed or to be financed by Aircraft Acquisition Debt (and any such Aircraft Mortgage shall provide for the release of such assets upon the incurrence of Aircraft Acquisition Debt or the entering into a Sale/Leaseback Transaction in respect of such assets in accordance with Sections 6.1 and 6.11), promptly (i) execute and deliver an Aircraft Mortgage in favor of the Administrative Agent, for the benefit of the Lenders, covering such assets, and the other documents referred to in Section 4(o)(ii), each of the foregoing in form and substance reasonably satisfactory to the Administrative Agent and (iii) if reasonably requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. (d) With respect to any new Material Subsidiary (other than an Excluded Foreign Subsidiary) which is created or acquired after the Closing Date by any Group Member Loan Party (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 Lender Administrative Agent such amendments to the Guarantee and Security Collateral Agreement and take such other action as the Lender may require Administrative Agent deems necessary or desirable to grant to the LenderAdministrative Agent, for the benefit of the LenderLenders, a perfected first priority security interest in the Equity Interests Capital Stock of such new Material Subsidiary that is owned by any Group MemberLoan Party, (ii) deliver to the Lender Administrative Agent the certificates representing such Equity InterestsCapital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Group MemberLoan Party, (iii) cause such new Material Subsidiary (A) to become a party to the Guarantee and Security Collateral Agreement, (B) to take all such actions required reasonably requested by the Lender Administrative Agent to grant to the Lender Administrative Agent for the benefit of the Lenders a perfected first priority security interest in the Collateral described in the Guarantee and Security Collateral Agreement with respect to such new Material Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Security Agreement or by law or as may be requested by the Lender Administrative Agent and (C) to deliver to the Lender Administrative Agent a certificate of such Material Subsidiary, substantially in the form of Exhibit BC, with appropriate insertions and attachmentsattachments and (D) if such new Subsidiary owns any aircraft that is not financed or to be financed by Aircraft Acquisition Debt, execute and deliver an Aircraft Mortgage (which shall provide for the release of such assets upon the incurrence of Aircraft Acquisition Debt or the entering into a Sale/Leaseback Transaction in respect of such assets in accordance with Sections 6.1 and 6.11) in favor of the Administrative Agent, for the benefit of the Lenders, covering such property, and the other documents referred to in Section 4(o)(ii), each of the foregoing in form and substance reasonably satisfactory to the Administrative Agent, and (iv) if reasonably requested by the LenderAdministrative Agent, deliver to the Lender 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 LenderAdministrative Agent. (de) With respect to any new Excluded Foreign Subsidiary that is a Material Subsidiary which is created or acquired after the Closing Date by any Group Member (other than by any Group Member that is an Excluded Foreign Subsidiary)Loan Party, promptly (i) execute and deliver to the Lender Administrative Agent such amendments to the Guarantee and Security Collateral Agreement and take such other action as the Lender may require Administrative Agent reasonably requests to grant to the Lender Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Equity Interests Capital Stock of such new Material Subsidiary that is owned by any such Group Member Loan Party (provided that in no event shall more than 66% of the total outstanding voting Equity Interests Capital Stock of any such new Material Subsidiary be required to be so pledged), (ii) deliver to the Lender Administrative Agent the certificates representing such Equity InterestsCapital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Group Member Loan Party, and take such other action as may be required reasonably requested by the Lender Administrative Agent to perfect the Lender's Administrative Agent’s security interest therein, and (iii) if reasonably requested by the LenderAdministrative Agent, deliver to the Lender 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 LenderAdministrative Agent.

Additional Collateral. (a) With respect to any property acquired after the Closing Date by any Group Member (other than any property described in paragraph (b), (c) or (d) below, property of Xxxxxxx Xxxxxx Xxxxxx Inc., property of Global Financial Services and property acquired by any Excluded Foreign Subsidiary) as to which the Lender does not have a perfected Lien, promptly (i) execute and deliver to the Lender such amendments to the Guarantee and Security Agreement or such other documents or agreements as the Lender may require to grant to the Lender, a perfected first priority security interest in such property and (ii) take all actions required by the Lender to grant to the Lender a perfected first priority security interest in such property, including the filing of Uniform Commercial Code UCC financing statements in such jurisdictions as may be required by the Guarantee and Security Agreement or by law or as may be requested by the Lender. (b) With respect to any fee interest in any real property having a value (together with improvements thereof) of at least $100,000 acquired after the Closing Date by any Group Member, promptly (i) execute and deliver a first priority Mortgage, in favor of the Lender covering such real property, (ii) if requested by the Lender, provide the Lender with (A) title and extended coverage insurance covering such real property in an amount at least equal to the purchase price of such real property (or such other amount as shall be specified by the Lender), together with such endorsements as the Lender may require, (B) a current ALTA survey of such real property, together with a surveyor's certificate, (C) an environmental site assessment report for such real property, (D) an appraisal of such real property, and (E) such consents, waivers, and estoppels, and intercreditor, attornment and subordination agreements as may be required by the Lender in connection with such Mortgage, each of the foregoing to be in scope, form and substance satisfactory to the Lender, and (iii) if requested by the Lender, deliver to the Lender legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, satisfactory to the Lender. (c) With respect to any new Material Subsidiary (other than an Excluded Foreign Subsidiary) which is 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 Lender such amendments to the Guarantee and Security Agreement and take such other action as the Lender may require to grant to the Lender, for the benefit of the Lender, a perfected first priority security interest in the Equity Interests of such new Material Subsidiary that is owned by any Group Member, (ii) deliver to the Lender the certificates representing such Equity Interests, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Group Member, (iii) cause such new Material Subsidiary (A) to become a party to the Guarantee and Security Agreement, (B) to take all actions required by the Lender to grant to the Lender a perfected first priority security interest in the Collateral described in the Guarantee and Security Agreement with respect to such new Material Subsidiary, including the filing of Uniform Commercial Code UCC financing statements in such jurisdictions as may be required by the Guarantee and Security Agreement or by law or as may be requested by the Lender and (C) to deliver to the Lender a certificate of such Material Subsidiary, substantially in the form of Exhibit BA, with appropriate insertions and attachments, and (iv) if requested by the Lender, deliver to the Lender legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, satisfactory to the Lender. (d) With respect to any new Excluded Foreign Subsidiary that is a Material Subsidiary which is 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 Lender such amendments to the Guarantee and Security Agreement and take such other action as the Lender may require to grant to the Lender a perfected first priority security interest in the Equity Interests of such new Material Subsidiary that is owned by any such Group Member (provided that in no event shall more than 66% of the total outstanding voting Equity Interests of any such new Material Subsidiary be required to be so pledged), (ii) deliver to the Lender the certificates representing such Equity Interests, 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 required by the Lender to perfect the Lender's security interest therein, and (iii) if requested by the Lender, deliver to the Lender legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, satisfactory to the Lender.

Additional Collateral. (a) With respect to any property assets acquired after the Closing Effective Date by any Group Member Loan Party (other than any property assets described in paragraph (b), ) or (c) or (d) below, and property acquired by any Excluded Foreign Subsidiary) as to which the Lender Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien, promptly Lien (i) execute and deliver to the Lender Administrative Agent such amendments to this Agreement or the Guarantee and relevant Security Agreement or such other documents or agreements as the Lender may require Administrative Agent or the Required Lenders deem necessary or advisable in order to grant to the LenderAdministrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such property assets, and (ii) take all actions required by the Lender necessary or advisable to grant to the Lender Administrative Agent, for the benefit of the Lenders, a perfected first priority (subject to Liens expressly permitted by Section 7.3) security interest in such propertyassets, including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and appropriate Security Agreement or by law or as may be requested by the LenderAdministrative Agent. (b) With respect to At any time when the aggregate value of any fee or leasehold interest in any real property estate (including improvements thereof) acquired after the Effective Date by the Company or any of its Subsidiaries (excluding individual parcels having a value (together with improvements thereofof less than $1,000,000) and not already subject to a mortgage or deed of at least trust exceeds $100,000 acquired after the Closing Date by any Group Member5,000,000, promptly (i) execute and deliver a first priority Mortgagemortgage or deed of trust, as the case may be (subordinate only to such mortgages or deeds of trust as are necessary to permit the Company or such Subsidiary to purchase such real estate and any other Liens expressly permitted by Section 7.3), in favor of the Lender Administrative Agent, for the benefit of the Lenders, covering such real propertyestate, in form and substance reasonably satisfactory to the Administrative Agent, (ii) if requested by the Lender, provide the Lender Lenders with (A) title and extended coverage insurance covering such real property estate in an amount at least equal to the purchase price of such real property (or such other amount estate as shall be specified by the Lender), together with such endorsements well as the Lender may require, (B) a current ALTA survey of such real propertythereof, together with a surveyor's certificate, (C) an environmental site assessment report for such real property, (D) an appraisal of such real property, and (E) such consents, waivers, and estoppels, and intercreditor, attornment and subordination agreements as may be required by the Lender certificate in connection with such Mortgage, each of the foregoing to be in scope, form and substance reasonably satisfactory to the Lender, Administrative Agent and (iii) if requested by the LenderAdministrative Agent, deliver to the Lender Administrative Agent legal opinions relating to the matters described abovein the preceding clauses (i) and (ii), which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the LenderAdministrative Agent. (c) With respect to any new Material Subsidiary (other than an Excluded a Foreign Subsidiary or the Receivables Subsidiary) which is created or acquired after the Closing Effective Date by Holdings, the Company or any Group Member (whichof its Subsidiaries, 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 Lender Administrative Agent such amendments to the Guarantee and Security relevant Pledge Agreement and take such other action as the Lender may require Administrative Agent or the Required Lenders deem necessary or advisable in order to grant to the LenderAdministrative Agent, for the benefit of the LenderLenders, a perfected first priority security interest in the Equity Interests Capital Stock of such new Material Subsidiary that which is owned by Holdings, the Company or any Group Memberof its Subsidiaries, (ii) deliver to the Lender Administrative Agent the certificates representing such Equity InterestsCapital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Group MemberCompany or such Subsidiary, as the case may be, (iii) cause such new Material Subsidiary (A) to become a party to the Guarantee Subsidiary Guarantee, the Subsidiary Pledge Agreement and the Subsidiary Security Agreement, (B) to take all such actions required by the Lender necessary or advisable to grant to the Lender Administrative Agent for the benefit of the Lenders a perfected first priority (subject to Liens expressly permitted by Section 7.3) security interest in the Collateral described in the Guarantee and Subsidiary Security Agreement with respect to such new Material Subsidiary, including including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Subsidiary Security Agreement or by law or as may be requested by the Lender Administrative Agent, and (C) to deliver issue Intercompany Notes to each Loan Party (which in turn shall be endorsed in blank and pledged by the relevant Loan Party to the Lender a certificate Administrative Agent for the benefit of such Material the Lenders pursuant to the relevant Pledge Agreement), (iv) in the case of the Company and each existing Subsidiary, substantially issue Intercompany Notes to such new Subsidiary (which in turn shall be endorsed in blank and pledged by such new Subsidiary to the form Administrative Agent for the benefit of Exhibit B, with appropriate insertions and attachmentsthe Lenders pursuant to the Subsidiary Pledge Agreement), and (ivv) if requested by the LenderAdministrative Agent, deliver to the Lender Administrative Agent legal opinions relating to the matters described abovein the preceding clauses (i), (ii), (iii) and (iv), which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the LenderAdministrative Agent. (d) With respect to any new Excluded Foreign Subsidiary that is a Material Subsidiary which is created or acquired after the Closing Effective Date by Holdings, the Company or any Group Member (other than by any Group Member that is an Excluded Foreign Subsidiary)of its Subsidiaries, promptly (i) execute and deliver to the Lender Administrative Agent such amendments to the Guarantee and Security relevant Pledge Agreement and take such other action as the Lender may require Administrative Agent or the Required Lenders deem necessary or advisable in order to grant to the Lender Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Equity Interests Capital Stock of such new Material Subsidiary that which is owned by Holdings, the Company or any such Group Member of its Subsidiaries (provided that in no event shall Capital Stock representing more than 6665% of the total outstanding voting Equity Interests power of the Capital Stock of any such new Material Subsidiary be required to be so pledged), ) and (ii) deliver to the Lender Administrative Agent the certificates representing such Equity InterestsCapital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of Holdings, the relevant Group Member and take Company or such other action Subsidiary, as the case may be required by the Lender to perfect the Lender's security interest therein, and (iii) if requested by the Lender, deliver to the Lender legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, satisfactory to the Lenderbe.