Common use of Additional Collateral, etc Clause in Contracts

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

Additional Collateral, etc. (a) With Subject to the entry of the Interim Financing Order, with respect to any property acquired after the Funds Availability Closing Date by any Loan Party (other than Excluded Assets, Excluded Perfection Assets and (w) any property described in paragraph (b), (c) or (d) below) which would not have been subject to the Lien created by the Guarantee and Collateral Agreement as of the Closing Date had such property been owned as of the Closing Date as to which the Collateral Administrative Agent, for the benefit of the Senior Secured Parties, does not have a perfected Lien, promptly (and, in any event within 20 Business Days following the date of such acquisition) (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to either of the Guarantee and Collateral Agreement Agreements or such other documents as the Collateral Agent deems Required Lenders deem necessary or reasonably advisable to grant to the Collateral Administrative Agent, for the benefit of the Senior Secured Parties, a security interest in such property and (ii) take all actions necessary or reasonably advisable to grant to the Collateral Administrative Agent, for the benefit of the Senior Secured Parties, a perfected first priority security interest in such property (subject, in the case of property not constituting Pledged Securities, to Permitted Liens, and in the case of Pledged Securities, subject to Liens permitted by to have priority under Section 6.02(e2.17(c)), including the filing of Uniform Commercial Code financing statements or the making of such other filings or recordings in such jurisdictions as may be required by the Guarantee and Collateral Agreements or by Law or as may be requested by the Administrative Agent (at the direction of the Required Lenders). (b) [Reserved]. (c) Subject to Bankruptcy Court approval, subject to paragraph (d) below, with respect to any new wholly-owned Domestic Subsidiary, or wholly-owned Foreign Subsidiary organized under the Laws of Canada or any of its provinces or territories, organized or acquired after the Closing Date by any Group Member, promptly (i) execute and deliver to the Administrative Agent such amendments to either of the Guarantee and Collateral Agreements or other applicable Security Documents, or such new Security Documents as the Required Lenders deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by any Loan Party, (ii) deliver to the Administrative Agent the certificates, if any, representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, (iii) cause any such new wholly-owned Domestic Subsidiary (A) to become a party to either of the Guarantee and Collateral Agreements, (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties a perfected security interest in the Collateral described in the Guarantee and Collateral Agreements prior and superior in right to any other Person with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by either of the Guarantee and Collateral Agreements or by Law or as may be requested by the Administrative Agent (at the direction of the Required Lenders) and (C) to deliver to the Administrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit I, with appropriate insertions and attachments, (iv) cause any such new Foreign Subsidiary organized under the Laws of Canada or any of its provinces or territories, (A) to execute and deliver to the Administrative Agent the Guarantee and Collateral Agreement (Canada) or other applicable Security Document pursuant to which such Foreign Subsidiary shall guarantee the Obligations, (B) to execute and deliver to the Administrative Agent the Guarantee and Collateral Agreement (Canada) or other applicable Security Document as the Required Lenders deem necessary or advisable to ▇▇▇▇▇ ▇ ▇▇▇▇ to the Administrative Agent, for the benefit of the Secured Parties, on all property of such Foreign Subsidiary to secure payment of the Obligations, (C) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties a perfected security interest in the Collateral described in the Guarantee and Collateral Agreement (Canada) or other applicable Security Document delivered pursuant to the foregoing clause (B) prior and superior in right to any other Person with respect to such new Subsidiary, including such filings or other recordings in such jurisdictions as may be required by the Guarantee and Collateral Agreement (Canada) or other applicable Security Document or by law Law or as may be reasonably requested by the Collateral Agent. Administrative Agent (b) With respect to any fee interest in any real property or any lease consisting at the direction of real property acquired or leased after the Funds Availability Date by any Loan Party (other than any Excluded Assets and Excluded Perfection Assets) within ninety (90) days after the acquisition or leasing thereof (i) execute and deliver a first priority Mortgage (subject only to Liens permitted by clauses (aRequired Lenders), (f) and (gD) to deliver to the Administrative Agent a certificate of Section 6.02) or where such new Foreign Subsidiary, substantially in the form of Exhibit I, with appropriate under insertions and attachments, with such modifications relevant to the circumstancesjurisdiction of such Foreign Subsidiary, an amendment to an existing Mortgage, in each case in favor as may be requested by the Administrative Agent (at the direction of the Collateral AgentRequired Lenders), for the benefit of the Senior Secured Parties, covering such real property, and (iiv) if requested by the Administrative Agent, provide Agent (at the Senior Secured Parties with (x) either (1) (A) title insurance covering such real property in an amount at least equal to the purchase price of such real property (or such other amount as shall be reasonably specified by the Administrative Agent) in form and substance reasonably satisfactory to the Administrative Agent; and (B) a current ALTA survey thereof, complying with the requirements set forth in Schedule 5.10(b) together with a surveyor’s certificate (only with respect to (i) any power plant, (ii) any improved real property, and (iii) any other real property for which an ALTA survey was obtained when such property was acquired. Notwithstanding the foregoing, such Loan Party shall obtain or cause to be obtained an ALTA survey complying with the requirements set forth in Schedule 5.10(b) together with a surveyor’s certificate for any real property that becomes Collateral pursuant to this section to the extent that the title company will not remove the survey exception (or endorse over such exception) without an ALTA survey) or (2) where an amendment to an existing Mortgage has been delivered pursuant to clause (i) instead of a Mortgage, an endorsement to the existing title policy adding such property as an insured parcel, or a new title policy if the requirements in the state in which the real property is located do not allow for such an endorsement, and (y) any consents or estoppels reasonably deemed necessary or advisable by the Administrative Agent or the Collateral Agent in connection with such Mortgage or Mortgage amendment (to the extent obtainable using commercially reasonable efforts), each direction of the foregoing in form and substance reasonably satisfactory to the Collateral Agent, (iii) if requested by the Administrative AgentRequired Lenders), deliver to the Administrative Agent and the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent and the Collateral Agent, (iv) if requested by the Administrative Agent or the Collateral Agent, deliver to the Administrative Agent and the Collateral Agent a current appraisal of such real property or other valuation of such Loan Party’s interest therein in a form and by an appraiser reasonably acceptable to the Administrative Agent, (v) deliver to the Administrative Agent and the Collateral Agent a SFHDF with respect to such real property and, to the extent that the SFHDF indicates that such real property is in a Special Flood Hazard Area as designated by the Federal Emergency Management Agency, proof that adequate flood insurance, as required under the National Flood Insurance Program, has been obtained with respect to such real property and (vi) deliver evidence of zoning compliance satisfactory to the Collateral Agent or Administrative Agent. (c) With respect to (i) any new Subsidiary (other than an Excluded Subsidiary) created or acquired by the Borrower or any of the Restricted Subsidiaries or (ii) any domestic Immaterial Subsidiary or domestic Unrestricted Subsidiary that is designated as a Restricted Subsidiary in accordance with Section 6.11, in each case, after the Funds Availability Date, within twenty (20) days of such creation, acquisition or designation the Borrower or the applicable Restricted Subsidiary shall (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent and the Collateral Agent deem necessary or reasonably advisable to grant to the Collateral Agent, for the benefit of the Senior Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by any Loan Party (subject only to the Liens permitted by clause (e) of Section 6.02), (ii) deliver to the Collateral Agent any certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Restricted Subsidiary, (iii) cause such Subsidiary that is a wholly-owned Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, and (B) to take such actions necessary or advisable to grant to the Collateral Agent for the benefit of the Senior Secured Parties a perfected first priority security interest (subject, in the case of property not constituting Pledged Securities, to Permitted Liens, and in the case of Pledged Securities, to Liens permitted by Section 6.02(e)) in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by Applicable Law or as may be reasonably requested by the Administrative Agent and (iv) if requested by the Administrative Agent, deliver to the Administrative Agent and the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent and the Collateral AgentRequired Lenders. (d) With respect Notwithstanding anything in this Section 6.09 to (i) the contrary, no Subsidiary of a Group Member shall provide a guaranty of all or any Foreign Subsidiary created or acquired after the Funds Availability Date and directly owned by any Loan Party or (ii) any foreign Immaterial Subsidiary or foreign Unrestricted Subsidiary that is designated as a Restricted Subsidiary in accordance with Section 6.11 and directly owned by any Loan Party, in each case, after the Funds Availability Date , promptly (and, in any event, within 30 days portion of the creation Borrower’s obligations under the Second Lien Note Indenture or acquisition thereof) (A) execute and deliver any Permitted Refinancing Debt Document, or ▇▇▇▇▇ ▇ ▇▇▇▇ on any of its assets to secure any other the Administrative Agent and foregoing Indebtedness, unless, prior to or concurrently therewith, such Subsidiary complies with the Collateral Agent (x) such amendments to the Guarantee and Collateral Agreement as the Collateral Agent deems necessary or reasonably advisable and/or (y) a Foreign Pledge Agreement, in each case to grant to the Collateral Agent, for the benefit requirements of the Senior Secured Parties, a perfected first priority security interest in the Capital Stock of such Foreign Subsidiary that is owned by any such Loan Party (subject only to the Liens permitted by clause Section 6.09(c). (e) For the avoidance of Section 6.02 and provided that in no event shall more than 65% doubt, upon the consent of the total outstanding voting Capital Stock of any such Foreign Subsidiary be required Required Lenders, this Section 6.09 shall not apply to be so pledged), (B) if commercially reasonable, deliver to the Collateral Agent the certificates representing such Capital Stock, together with undated stock power, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Collateral Agent’s security interest therein, and (C) if requested by the Administrative Agent, deliver to the Administrative Agent and the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent and the Collateral Agentan Immaterial Subsidiary.

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

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

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

Additional Collateral, etc. (a) With respect to any property acquired after the Funds Availability Closing Date by the Borrower or any other Loan Party (other than (x) Excluded Assets, Excluded Perfection Assets and (y) any property described in paragraph (b), (c) or (d) belowbelow and (z) any property subject to a Lien expressly permitted by Section 6.2(j), (n) and (o)) as to which the Collateral AgentTrustee, for the benefit of the Senior Secured Parties, does not have a perfected Lien, promptly (and, in any event within 20 Business Days following the date of such acquisition) (i) execute and deliver to the Administrative Agent and the Collateral Agent Trustee such amendments to the Guarantee and Collateral Security Agreement or such the other documents Security Document (or execute new Security Documents) as the Collateral Agent Trustee deems reasonably necessary or reasonably advisable to grant to the Collateral AgentTrustee, for the benefit of the Senior Secured Parties, a security interest in such property and (ii) take all actions reasonably necessary or reasonably advisable to grant to the Collateral AgentTrustee, for the benefit of the Senior Secured Parties, a perfected first priority security interest (subject to any Liens permitted under Section 6.2) in such property (subject, in the case of property not constituting Pledged Securities, to Permitted Liens, and in the case of Pledged Securities, to Liens permitted by Section 6.02(e))property, including the filing of Uniform Commercial Code UCC financing statements in such jurisdictions as may be reasonably required by the Guarantee and Collateral Security Agreement (or other Security Document) or by law or as may be reasonably requested by the Administrative Agent or the Collateral AgentTrustee. (b) With respect to any fee interest in any real property owned or acquired by the Borrower or any lease consisting of real property acquired or leased after the Funds Availability Date by any other Loan Party (other than any (x) Excluded Assets and Excluded Perfection Assets(y) within ninety any such real property (90including improvements located on leased land) days after the acquisition or leasing thereof subject to any Liens permitted by Section 6.2), promptly (i) execute and deliver a first priority Mortgage (subject only to Liens permitted by clauses (a), (f) and (g) of Section 6.02) or where appropriate under the circumstances, an amendment to an existing Mortgage, in each case deed of trust or deed to secure debt, in favor of the Collateral AgentTrustee, for the benefit of the Senior Secured Parties, covering such real property, (ii) if requested by the Administrative AgentAgent or the Collateral Trustee, provide the Senior Secured Parties with (x) either (1) (A) title and extended coverage insurance covering such real property in an amount at least equal to the purchase price of such real property (or such other amount as shall be reasonably specified by the Administrative AgentAgent or the Collateral Trustee) in form and substance reasonably satisfactory to the Administrative Agent; and (B) as well as a current ALTA survey thereof, complying with the requirements set forth in Schedule 5.10(b) together with a surveyor’s certificate (only with respect to (i) any power plant, (ii) any improved real property, and (iii) any other real property for which an ALTA survey was obtained when such property was acquired. Notwithstanding the foregoing, such Loan Party shall obtain or cause to be obtained an ALTA survey complying with the requirements set forth in Schedule 5.10(b) together with a surveyor’s certificate for any real property that becomes Collateral pursuant to this section to the extent that the title company will not remove the survey exception (or endorse over such exception) without an ALTA survey) or (2) where an amendment to an existing Mortgage has been delivered pursuant to clause (i) instead of a Mortgage, an endorsement to the existing title policy adding such property as an insured parcel, or a new title policy if the requirements in the state in which the real property is located do not allow for such an endorsement, and (y) any consents or estoppels reasonably deemed necessary or advisable by the Administrative Agent or the Collateral Agent Trustee in connection with such Mortgage Mortgage, deed of trust or Mortgage amendment (deed to the extent obtainable using commercially reasonable efforts)secure debt, each of the foregoing in form and substance reasonably satisfactory to the Administrative Agent or the Collateral Agent, Trustee and (iii) if requested by the Administrative AgentAgent or the Collateral Trustee, deliver to the Administrative Agent and the Collateral Agent legal Trustee local counsel opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent and the Collateral Agent, (iv) if requested by the Administrative Agent or the Collateral Agent, deliver to Trustee; provided the Administrative Agent Borrower and the Collateral Agent a current appraisal other Loan Parties shall not be required to mortgage any real property unless and until the value of all real property (together with improvements thereof) exceeds $10,000,000 (in which case all such real property or other valuation of such Loan Party’s interest therein in a form and by an appraiser reasonably acceptable to the Administrative Agent, (v) deliver to the Administrative Agent shall be mortgaged). The Borrower and the Collateral Agent a SFHDF with respect other Loan Parties shall not be required to such real property and, to the extent that the SFHDF indicates that such real property is in a Special Flood Hazard Area as designated by the Federal Emergency Management Agency, proof that adequate flood insurance, as required under the National Flood Insurance Program, has been obtained with respect to such real property and (vi) deliver evidence of zoning compliance satisfactory to the Collateral Agent or Administrative Agentleasehold mortgages. (c) With respect to (i) any new Subsidiary (other than an Excluded Subsidiary) created or Capital Stock acquired after the Closing Date by the Borrower or any other Loan Party (which, for the purposes of the Restricted Subsidiaries or this paragraph (ii) c), shall include any domestic Immaterial Subsidiary or domestic Unrestricted Capital Stock of an existing Subsidiary that ceases to be an Excluded Subsidiary) (other than any such Capital Stock constituting Excluded Assets or that is designated as a Restricted Subsidiary in accordance with subject to Liens permitted by Section 6.116.2(n)), in each case, after the Funds Availability Date, within twenty (20) days of such creation, acquisition or designation the Borrower or the applicable Restricted Subsidiary shall promptly (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Security Agreement as the Administrative Agent and the Collateral Agent deem Trustee reasonably deems necessary or reasonably advisable to grant to the Collateral AgentTrustee, for the benefit of the Senior Secured Parties, a perfected first priority security interest in the such Capital Stock of such new Subsidiary that is owned by any Loan Party (subject only to the Liens permitted by clause (e) of Section 6.02)Stock, (ii) deliver to the Collateral Agent any certificates Trustee the certificates, if any, representing such Capital Stock, together with related undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Restricted Subsidiarythe relevant Loan Party, (iii) cause such in the case of any new Subsidiary that is a wholly-owned not an Excluded Subsidiary, cause such Subsidiary (A) to become a Subsidiary Guarantor and a party to the Guarantee and Collateral this Agreement, the Security Agreement, the Collateral Trust Agreement and any other Security Document to the extent applicable to such Subsidiary, (B) to take such actions necessary or advisable to grant to the Collateral Agent Trustee for the benefit of the Senior Secured Parties a perfected first priority security interest (subject, in the case of property not constituting Pledged Securities, to Permitted Liens, and in the case of Pledged Securities, to Liens permitted by Section 6.02(e)) in the Collateral described in the Guarantee Security Agreement and the Collateral Trust Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code UCC financing statements in such jurisdictions as may be reasonably required by the Guarantee and Collateral Security Agreement or by Applicable Law law or as may be reasonably requested by the Administrative Agent Collateral Trustee and (C) to deliver to the Collateral Trustee a certificate of such Subsidiary, substantially in the form of Exhibit E, with appropriate insertions and attachments, and (iv) if reasonably requested by the Administrative AgentCollateral Trustee, deliver to the Administrative Agent and the Collateral Agent Trustee legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent and the Collateral AgentTrustee. (d) With respect to (i) any Foreign Subsidiary created or acquired after the Funds Availability Date and directly owned by any Loan Party or (ii) any foreign Immaterial Subsidiary or foreign Unrestricted Subsidiary that is designated as a Restricted Subsidiary in accordance with Section 6.11 and directly owned by any Loan Party, in each case, after the Funds Availability Date , promptly (and, in any event, within 30 days of the creation or acquisition thereof) (A) execute and deliver to the Administrative Agent and The Lenders acknowledge the Collateral Agent (x) such amendments to Trust Agreement provides for the Guarantee release of security interests in and Collateral Agreement as Liens on the Collateral Agent deems necessary or reasonably advisable and/or (y) a Foreign Pledge Agreement, in each case to grant to and releases of Subsidiaries from their obligations under the Collateral Agent, for Credit Documents under the benefit of the Senior Secured Parties, a perfected first priority security interest in the Capital Stock of such Foreign Subsidiary that is owned by any such Loan Party (subject only to the Liens permitted by clause (e) of Section 6.02 and provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such Foreign Subsidiary be required to be so pledged), (B) if commercially reasonable, deliver to the Collateral Agent the certificates representing such Capital Stock, together with undated stock power, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Collateral Agent’s security interest circumstances described therein, and (C) if requested by the Administrative Agent, deliver to the Administrative Agent and the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent and the Collateral Agent.

Additional Collateral, etc. (a) With respect to any property Property acquired after the Funds Availability Original Closing Date by the Company or any Loan Party of its Subsidiaries (other than Excluded Assets, Excluded Perfection Assets and (w) any interest in real property or any Property described in paragraph (bc) of this Section 6.08, (x) any Property subject to a Lien permitted by Section 7.03(g), (cy) Property acquired by an Excluded Domestic Subsidiary and (z) Property acquired by or (d) belowCapital Stock in an Excluded Foreign Subsidiary) as to which the Collateral Agent, for the benefit of the Senior Secured Parties, does not have a perfected Lien, promptly (and, in any event within 20 Business Days following the date of such acquisition) (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement or (and, for any Foreign Subsidiary Guarantor, such other Security Documents to which it is a party) and such other documents (including intellectual property security agreements) as the Collateral Agent reasonably deems necessary or reasonably advisable to grant to the Collateral Agent, for the benefit of the Senior Secured Parties, a security interest in such property Property (to the extent such Property is of a type that would constitute Collateral as described in the Guarantee and Collateral Agreement or other Security Documents to which any Foreign Subsidiary Guarantor is a party) and (ii) take all actions necessary or reasonably advisable to grant to the Collateral Agent, for the benefit of the Senior Secured Parties, a perfected first priority security interest in such property (subject, except in the case of property not constituting Pledged Securities, to Permitted Liens, and in the case pledge of Pledged Securitiesany Subsidiary Capital Stock, to Liens permitted by Section 6.02(e)7.03) in such Property (to the extent required by the Guarantee and Collateral Agreement or other Security Documents to which any Foreign Subsidiary Guarantor is a party), including without limitation, the filing of Uniform Commercial Code financing statements and equivalent filings in other jurisdictions and/or intellectual property security agreements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or other Security Documents to which any Foreign Subsidiary Guarantor is a party or by law or as may be reasonably requested by the Collateral Agent. (b) With respect to any fee simple interest in any real property having a value (together with improvements thereof) of at least $4,400,000 acquired after the Original Closing Date by the Company or any lease consisting of real property acquired or leased after the Funds Availability Date by any Loan Party its Subsidiaries (other than any such real property owned by an Excluded Assets and Domestic Subsidiary, an Excluded Perfection Assets) within ninety (90) days after the acquisition Foreign Subsidiary or leasing thereof subject to a Lien permitted by Section 7.03(g)), promptly (i) execute and deliver a first priority Mortgage (subject only to Liens permitted by clauses (a), (f) and (g) of Section 6.02) or where appropriate under the circumstances, an amendment to an existing Mortgage, in each case in favor of the Collateral Agent, for the benefit of the Senior Secured Parties, covering such real property, (ii) if requested by the Administrative Collateral Agent, provide the Senior Secured Parties Lenders with (x) either (1) (A) title and extended coverage insurance covering such real property in an amount at least equal to the purchase price of such real property (or such other amount as shall be reasonably specified by the Administrative Collateral Agent) in form and substance reasonably satisfactory to the Administrative Agent; and (B) as well as a current ALTA survey thereof, complying with the requirements set forth in Schedule 5.10(b) together with a surveyor’s certificate (only with respect to (i) any power plant, (ii) any improved real property, and (iii) any other real property for which an ALTA survey was obtained when such property was acquired. Notwithstanding the foregoing, such Loan Party shall obtain or cause to be obtained an ALTA survey complying with the requirements set forth in Schedule 5.10(b) together with a surveyor’s certificate for any real property that becomes Collateral pursuant to this section to the extent that the title company will not remove the survey exception (or endorse over such exception) without an ALTA survey) or (2) where an amendment to an existing Mortgage has been delivered pursuant to clause (i) instead of a Mortgage, an endorsement to the existing title policy adding such property as an insured parcel, or a new title policy if the requirements in the state in which the real property is located do not allow for such an endorsement, and (y) any consents or estoppels reasonably deemed necessary or advisable by the Administrative Agent or the Collateral Agent in connection with such Mortgage or Mortgage amendment (to the extent obtainable using commercially reasonable efforts)Mortgage, each of the foregoing in form and substance reasonably satisfactory to the Collateral AgentAgent (or equivalent documents, if any, to the extent relevant in the jurisdiction of organization of any Foreign Subsidiary Guarantor or the jurisdiction where such real property is located) and (iii) if requested by the Administrative Collateral Agent, deliver to the Administrative Agent and the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent and the Collateral Agent, (iv) if requested by the Administrative Agent or the Collateral Agent, deliver . No later than three Business Days prior to the Administrative Agent date on which a Mortgage is executed and delivered pursuant to this Section 6.08(b), in order to comply with the Flood Laws, the Collateral Agent shall have received the following documents (collectively, the “Flood Documents”): (A) a current appraisal completed standard “life of such real property or other valuation of such Loan Party’s interest therein in loan” flood hazard determination form (a form and by an appraiser reasonably acceptable “Flood Determination Form”), (B) if the improvement(s) to the Administrative Agent, (v) deliver to the Administrative Agent and the Collateral Agent a SFHDF with respect to such real property and, to the extent that the SFHDF indicates that such applicable improved real property is located in a Special Flood Hazard Area as designated by special flood hazard area, a notification to the Federal Emergency Management Agency, proof Company (“Company Notice”) and (if applicable) notification to the Company that adequate flood insurance, as required insurance coverage under the National Flood Insurance ProgramProgram (“NFIP”) is not available because the community does not participate in the NFIP, (C) documentation evidencing the Company’s receipt of the Company Notice (e.g., countersigned Company Notice, return receipt of certified U.S. Mail, or overnight delivery), and (D) if the Company Notice is required to be given and flood insurance is available in the community in which the property is located, a copy of one of the following: the flood insurance policy, the Company’s application for a flood insurance policy plus proof of premium payment, a declaration page confirming that flood insurance has been obtained with respect to issued, or such real property and (vi) deliver other evidence of zoning compliance flood insurance satisfactory to the Collateral Agent (any of the foregoing being “Evidence of Flood Insurance”) (or Administrative Agentequivalent documents, if any, to the extent relevant in the jurisdiction of organization of any Foreign Subsidiary Guarantor or the jurisdiction where such real property is located). (c) With respect to (i) any new Subsidiary (other than an Excluded Foreign Subsidiary) created or acquired after the Original Closing Date (which, for the purposes of this paragraph, shall include any existing Subsidiary that ceases to be an Excluded Foreign Subsidiary), by the Borrower Company or any of the Restricted its Subsidiaries or (ii) any domestic Immaterial Subsidiary or domestic Unrestricted Subsidiary that is designated as a Restricted Subsidiary in accordance with Section 6.11other than by an Excluded Domestic Subsidiary), in each case, after the Funds Availability Date, within twenty (20) days of such creation, acquisition or designation the Borrower or the applicable Restricted Subsidiary shall promptly (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement (and, for any Foreign Subsidiary Guarantor, such other Security Documents to which it is a party) as the Administrative Agent and the Collateral Agent deem deems necessary or reasonably advisable to grant to the Collateral Agent, for the benefit of the Senior Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by the Company or any Loan Party (subject only to the Liens permitted by clause (e) of Section 6.02)its Subsidiaries, (ii) deliver to the Collateral Agent any the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower Company or such Restricted Subsidiary, as the case may be, (iii) cause such Subsidiary that is a wholly-owned new Subsidiary (A) to become a party to the Guarantee and Collateral AgreementAgreement (and, for any Foreign Subsidiary Guarantor, such other Security Documents to which it is to be a party) and (B) to take such actions necessary or advisable to grant to the Collateral Agent for the benefit of the Senior Secured Parties a perfected first priority security interest (subject, except in the case of property not constituting Pledged Securities, to Permitted Liens, and in the case pledge of Pledged Securitiesany Subsidiary Capital Stock, to Liens permitted by Section 6.02(e)7.03) in the Collateral described in the Guarantee and Collateral Agreement (and, for any Foreign Subsidiary Guarantor, such other Security Documents to which it is a party) with respect to such new SubsidiarySubsidiary to the extent required by the Guarantee and Collateral Agreement (and, including for any Foreign Subsidiary Guarantor, such other Security Documents to which it is a party), including, without limitation, the filing of Uniform Commercial Code financing statements and equivalent filings in other relevant jurisdictions and intellectual property security agreements in such jurisdictions as may be required by the Guarantee and Collateral Agreement Agreement, or such other Security Documents to which any Foreign Subsidiary Guarantor is a party, or by Applicable Law law or as may be reasonably requested by the Administrative Agent Collateral Agent, and (iv) if requested by the Administrative Collateral Agent, deliver to the Administrative Agent and the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent and the Collateral Agent. (d) With respect to (i) any new Excluded Foreign Subsidiary (other than any De Minimis Excluded Foreign Subsidiary) created or acquired after the Funds Availability Original Closing Date and directly owned by the Company or any Loan Party or of its Subsidiaries (ii) which, for the purposes of this paragraph, shall include any foreign Immaterial Subsidiary or foreign Unrestricted existing Subsidiary that is designated as ceases to be a Restricted Subsidiary in accordance with Section 6.11 and directly owned by De Minimis Excluded Foreign Subsidiary) (other than any Loan Party, in each case, after the Funds Availability Date Excluded Foreign Subsidiaries), promptly (and, in any event, within 30 days of the creation or acquisition thereof) (Ai) execute and deliver to the Administrative Agent and the Collateral Agent (x) such amendments to the Guarantee and Collateral Agreement (and, for any Foreign Subsidiary Guarantor, such other Security Documents to which it is a party) or such other documents as the Collateral Agent reasonably deems necessary or reasonably advisable and/or (y) a Foreign Pledge Agreement, in each case to grant to the Collateral Agent, for the benefit of the Senior Secured Parties, a perfected first priority security interest in the Capital Stock of such Foreign new Subsidiary that is owned by the Company or any such Loan Party of its Subsidiaries (subject only to the Liens permitted by clause other than any Excluded Foreign Subsidiaries) (e) of Section 6.02 and provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Excluded Foreign Subsidiary be required to be so pledged), (Bii) if commercially reasonable, deliver to the Collateral Agent the certificates representing such Capital Stock, together with undated stock powerpowers, in blank, executed and delivered by a duly authorized officer of the relevant Loan PartyCompany or such Subsidiary, as the case may be, and take such other action as may be necessary or, in the opinion of the Administrative Collateral Agent, desirable to perfect the Lien of the Collateral Agent’s security interest thereinAgent thereon, and (Ciii) if requested by the Administrative Collateral Agent, deliver to the Administrative Agent and the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent and the Collateral Agent.

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

Additional Collateral, etc. (a) With respect to any property acquired after the Funds Availability Closing Date by any Loan Party (other than Excluded Assets, Excluded Perfection Assets and (w) any property described in paragraph (b), (c) or (d) below, (x) any property subject to a Lien expressly permitted by Section 8.3(g) (solely to the extent the terms of such Indebtedness relating to such Lien prohibit the granting of a Lien to secure the Obligations), (y) any property acquired by any Excluded Subsidiary and (z) any Foreign Intellectual Property) as to which the Collateral Agent, for the benefit of the Senior Secured Parties, does not have a perfected Lien, promptly (and, in any event within 20 10 Business Days following the date of such acquisitionacquisition (or such longer period as may be reasonably acceptable to the Collateral Agent) (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement applicable Security Document or such other documents as the Collateral Agent deems necessary or reasonably advisable to grant to the Collateral Agent, for the benefit of the Senior Secured Parties, a security interest in such property and property, (ii) take all actions necessary or reasonably advisable to grant to the Collateral Agent, for the benefit of the Senior Secured Parties, a perfected first priority security interest in such property (subjectin the case of property other than Capital Stock, subject to Liens permitted under Section 8.3 and in the case of Capital Stock, subject to non-consensual Liens imposed by any Requirement of Law), including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the applicable Security Document or by law and, in the case of United States registered or applied-for Intellectual Property ((other than registered domain names and United States intent-to-use trademark applications that are included in the Excluded Collateral (as defined in the Guarantee and Collateral Agreement)), the recordation of an Intellectual Property Security Agreement evidencing the security interest created in such United States Intellectual Property suitable for recordation in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, and (iii) if requested by the Collateral Agent, deliver to the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agent. (b) With respect to (a) any fee interest in any real property not constituting Pledged Securitieshaving a fair market value (together with improvements thereof) of at least $1,000,000 owned by any Loan Party (other than any such real property subject to a Lien expressly permitted by Section 8.3(g) (solely to the extent the terms of such Indebtedness relating to such Lien prohibit the granting of a Lien to secure the Obligations)) and (b) any leasehold interest in any real property having annual fixed rental payments of at least $1,000,000 leased by any Loan Party (other than (x) any such real property subject to a Lien expressly permitted by Section 8.3(g) (solely to the extent the terms of such Indebtedness relating to such Lien prohibit the granting of a Lien to secure the Obligations), (y) any such real property where the respective Loan Party has made commercially reasonable efforts to Permitted Liensobtain consent to execute and deliver a first priority Mortgage, in favor of the Collateral Agent, for the benefit of the Secured Parties, but is unable to do so and (z) leased cell towers to the extent a leasehold mortgage is required to create a security interest therein), in each case, acquired after the Closing Date, within 90 days after the acquisition thereof (or such longer period as may be reasonably acceptable to the Collateral Agent) (i) execute and deliver a first priority Mortgage, subject to Liens permitted under Section 8.3, in favor of the Collateral Agent, for the benefit of the Secured Parties, covering such real property, (ii) provide the Secured Parties with (x) a pro forma title insurance policy covering such real property in an amount equal to 105% of the purchase price of such owned real property or the fair market value of the leasehold interests (or, in each case, such other lesser amount as shall be reasonably acceptable to the Collateral Agent) as well as a current ALTA survey thereof, (y) any consents, affidavits or estoppels reasonably deemed necessary or advisable by the Collateral Agent in connection with such Mortgage, each of the foregoing in form and substance reasonably satisfactory to the Administrative Agent and (z) any flood certificates and proof of flood insurance, if applicable, covering such real property and (iii) if requested by the Collateral Agent, deliver to the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agent. (c) With respect to any new Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Group Member (other than by any Group Member that is an Excluded Subsidiary) or any Subsidiary that ceases to be an Excluded Subsidiary (a “re-designated subsidiary”), within 10 Business Days of such creation or acquisition or ceasing to be an Excluded Subsidiary (or such longer period as may be reasonably acceptable to the Collateral Agent) (i) execute and deliver to the Collateral Agent such Security Documents as the Administrative Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest (subject to non-consensual Liens permitted under Section 8.3 imposed by any Requirement of Law) in the Capital Stock of such new Subsidiary or re-designated subsidiary, as applicable, that is owned by any Loan Party, (ii) deliver to the Collateral Agent any certificates representing such Capital Stock, together with undated stock or other transfer powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, (iii) cause such new Subsidiary or re-designated subsidiary, as applicable, (A) to become a party to the applicable Security Documents, (B) to take such actions necessary or advisable to grant to the Collateral Agent for the benefit of the Secured Parties a perfected first priority security interest (in the case of property other than Capital Stock, subject to Liens permitted under Section 8.3 and in the case of Pledged SecuritiesCapital Stock, subject to non-consensual Liens permitted under Section 8.3 imposed by Section 6.02(e))any Requirement of Law) in all or substantially all, or any portion of the Property of such new Subsidiary or re-designated subsidiary, as applicable, as the Administrative Agent shall determine, in its reasonable discretion, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Collateral Agent. (b) With respect to any fee interest in any real property or any lease consisting of real property acquired or leased after the Funds Availability Date by any Loan Party (other than any Excluded Assets and Excluded Perfection Assets) within ninety (90) days after the acquisition or leasing thereof (i) execute and deliver a first priority Mortgage (subject only to Liens permitted by clauses (a), (fiv) and (g) of Section 6.02) or where appropriate under the circumstances, an amendment deliver to an existing Mortgage, in each case in favor of the Collateral Agent, for each such Subsidiary board resolutions and other secretary’s certificates reasonably requested by the benefit of Administrative Agent and consistent with those delivered on the Senior Secured PartiesClosing Date under Section 6.1, covering such real property, and (iiv) if requested by the Administrative Agent, provide the Senior Secured Parties with (x) either (1) (A) title insurance covering such real property in an amount at least equal to the purchase price of such real property (or such other amount as shall be reasonably specified by the Administrative Agent) in form and substance reasonably satisfactory to the Administrative Agent; and (B) a current ALTA survey thereof, complying with the requirements set forth in Schedule 5.10(b) together with a surveyor’s certificate (only with respect to (i) any power plant, (ii) any improved real property, and (iii) any other real property for which an ALTA survey was obtained when such property was acquired. Notwithstanding the foregoing, such Loan Party shall obtain or cause to be obtained an ALTA survey complying with the requirements set forth in Schedule 5.10(b) together with a surveyor’s certificate for any real property that becomes Collateral pursuant to this section to the extent that the title company will not remove the survey exception (or endorse over such exception) without an ALTA survey) or (2) where an amendment to an existing Mortgage has been delivered pursuant to clause (i) instead of a Mortgage, an endorsement to the existing title policy adding such property as an insured parcel, or a new title policy if the requirements in the state in which the real property is located do not allow for such an endorsement, and (y) any consents or estoppels reasonably deemed necessary or advisable by the Administrative Agent or the Collateral Agent in connection with such Mortgage or Mortgage amendment (to the extent obtainable using commercially reasonable efforts), each of the foregoing in form and substance reasonably satisfactory to the Collateral Agent, (iii) if requested by the Administrative Agent, deliver to the Administrative Agent and the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent and the Collateral Agent. (d) With respect to any new Excluded Subsidiary created or acquired after the Closing Date by any Loan Party (other than by any Group Member that is an Excluded Subsidiary), (iv) if requested by the Administrative Agent or the Collateral Agent, deliver to the Administrative Agent and the Collateral Agent a current appraisal within 10 Business Days of such real property creation or other valuation of acquisition (or such Loan Party’s interest therein in a form and by an appraiser longer period as may be reasonably acceptable to the Administrative Collateral Agent, (v) deliver to the Administrative Agent and the Collateral Agent a SFHDF with respect to such real property and, to the extent that the SFHDF indicates that such real property is in a Special Flood Hazard Area as designated by the Federal Emergency Management Agency, proof that adequate flood insurance, as required under the National Flood Insurance Program, has been obtained with respect to such real property and (vi) deliver evidence of zoning compliance satisfactory to the Collateral Agent or Administrative Agent. (c) With respect to (i) any new Subsidiary (other than an Excluded Subsidiary) created or acquired by the Borrower or any of the Restricted Subsidiaries or (ii) any domestic Immaterial Subsidiary or domestic Unrestricted Subsidiary that is designated as a Restricted Subsidiary in accordance with Section 6.11, in each case, after the Funds Availability Date, within twenty (20) days of such creation, acquisition or designation the Borrower or the applicable Restricted Subsidiary shall (i) execute and deliver to the Administrative Collateral Agent and such Security Documents as the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent and the Collateral Agent deem deems necessary or reasonably advisable to grant to the Collateral Agent, for the benefit of the Senior Secured Parties, a perfected first priority security interest (subject to non-consensual Liens permitted under Section 8.3 imposed by any Requirement of Law) in the Capital Stock of such new Subsidiary that is owned by any such Loan Party (subject only provided that in no event shall more than 65% of the total outstanding voting Capital Stock and 100% of the total outstanding non-voting Capital Stock of any such new Foreign Subsidiary be required to the Liens permitted by clause (e) of Section 6.02be so pledged), (ii) deliver to the Collateral Agent any certificates representing such Capital Stock, together with undated stock or other transfer powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Restricted Subsidiaryrelevant Group Member, (iii) cause such Subsidiary that is a wholly-owned Subsidiary (A) to become a party to as the Guarantee and Collateral Agreementcase may be, and (B) to take such actions necessary or advisable to grant to the Collateral Agent for the benefit of the Senior Secured Parties a perfected first priority security interest (subject, in the case of property not constituting Pledged Securities, to Permitted Liens, and in the case of Pledged Securities, to Liens permitted by Section 6.02(e)) in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by Applicable Law or other action as may be reasonably requested by necessary to perfect the Administrative Agent Collateral Agent’s security interest therein, and (iviii) if requested by the Administrative Collateral Agent, deliver to the Administrative Agent and the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent and the Collateral Agent. (d) With respect to (i) any Foreign Subsidiary created or acquired after the Funds Availability Date and directly owned by any Loan Party or (ii) any foreign Immaterial Subsidiary or foreign Unrestricted Subsidiary that is designated as a Restricted Subsidiary in accordance with Section 6.11 and directly owned by any Loan Party, in each case, after the Funds Availability Date , promptly (and, in any event, within 30 days of the creation or acquisition thereof) (A) execute and deliver to the Administrative Agent and the Collateral Agent (x) such amendments to the Guarantee and Collateral Agreement as the Collateral Agent deems necessary or reasonably advisable and/or (y) a Foreign Pledge Agreement, in each case to grant to the Collateral Agent, for the benefit of the Senior Secured Parties, a perfected first priority security interest in the Capital Stock of such Foreign Subsidiary that is owned by any such Loan Party (subject only to the Liens permitted by clause (e) of Section 6.02 and provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such Foreign Subsidiary be required to be so pledged), (B) if commercially reasonable, deliver to the Collateral Agent the certificates representing such Capital Stock, together with undated stock power, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Collateral Agent’s security interest therein, and (C) if requested by the Administrative Agent, deliver to the Administrative Agent and the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent and the Collateral Agent.

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

Additional Collateral, etc. (a) With respect to any property Property acquired after the Funds Availability Closing Date by any Loan Party Group Member (other than Excluded Assets, Excluded Perfection Assets and (x) any real property or any Property described in paragraph (b)c) of this Section 6.10, (cy) or any Property subject to a Lien expressly permitted by Section 7.3 and (dz) belowProperty acquired by an Excluded Foreign Subsidiary) as to which the Collateral Agent, for the benefit of the Senior Secured Parties, Lender does not have a perfected Lien, promptly (and, in any event within 20 Business Days following the date of such acquisition) (i) execute and deliver to the Administrative Agent and the Collateral Agent Lender such amendments to the Guarantee and Collateral Agreement or such other documents as the Collateral Lender or the ASOT Administrative Agent deems necessary or reasonably advisable to grant to the Collateral Agent, for the benefit of the Senior Secured Parties, Lender a security interest in such property Property and (ii) take all actions necessary or reasonably advisable to grant to the Collateral Agent, for the benefit of the Senior Secured Parties, Lender a perfected first priority security interest in such property (subjectProperty, in the case of property not constituting Pledged Securitiesincluding, to Permitted Lienswithout limitation, and in the case of Pledged Securities, to Liens permitted by Section 6.02(e)), including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Collateral Lender or the ASOT Administrative Agent. (b) With respect to (i) any fee interest in any real property or any lease consisting having an appraised value (together with improvements thereof) of real property at least $5,000,000 acquired or leased after the Funds Availability Closing Date by any Loan Party Group Member (other than any such real property owned by an Excluded Assets Foreign Subsidiary or subject to a Lien expressly permitted by Section 7.3), or (ii) subject to the related Loan Party obtaining the required landlord consent (provided that each Loan Party shall use commercially reasonable efforts to obtain such consent), any leasehold interest in real property having an aggregate appraised value of $5,000,000 acquired or leased (including any leasehold property interest owned by any new Subsidiary acquired after the Closing Date) in one or a series of transactions after the Closing Date by any Group Member, promptly (and Excluded Perfection Assets) within ninety (90) in any event no later than 60 days after the acquisition or leasing thereof thereof) (iA) execute and deliver a first priority Mortgage (subject only to Liens permitted by clauses (a), (f) and (g) of Section 6.02) or where appropriate under the circumstances, an amendment to an existing Mortgage, in each case in favor of the Collateral Agent, for the benefit of the Senior Secured PartiesLender, covering such real property, (iiB) if requested by the Lender or the ASOT Administrative Agent, provide the Senior Secured Parties ASOT Administrative Agent with (x) either (1) (A) title and extended coverage insurance covering such real property in an amount at least equal to the purchase price of such real property (or such other amount as shall be reasonably specified by the Lender or the ASOT Administrative Agent) in form and substance reasonably satisfactory to the Administrative Agent; and (B) as well as a current ALTA survey thereof, complying with the requirements set forth in Schedule 5.10(b) together with a surveyor’s certificate (only with respect to (i) any power plant, (ii) any improved real property, and (iii) any other real property for which an ALTA survey was obtained when such property was acquired. Notwithstanding the foregoing, such Loan Party shall obtain or cause to be obtained an ALTA survey complying with the requirements set forth in Schedule 5.10(b) together with a surveyor’s certificate for any real property that becomes Collateral pursuant to this section to the extent that the title company will not remove the survey exception (or endorse over such exception) without an ALTA survey) or (2) where an amendment to an existing Mortgage has been delivered pursuant to clause (i) instead of a Mortgage, an endorsement to the existing title policy adding such property as an insured parcel, or a new title policy if the requirements in the state in which the real property is located do not allow for such an endorsement, and (y) any consents or estoppels reasonably deemed necessary or advisable by the Administrative Agent Lender or the Collateral ASOT Administrative Agent in connection with such Mortgage or Mortgage amendment (to the extent obtainable using commercially reasonable efforts)Mortgage, each of the foregoing in form and substance reasonably satisfactory to the Collateral Agent, ASOT Administrative Agent and (iiiC) if reasonably requested by the Lender or the ASOT Administrative Agent, deliver to the ASOT Administrative Agent and the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent and the Collateral Agent, (iv) if requested by the Administrative Agent or the Collateral Agent, deliver to the Administrative Agent and the Collateral Agent a current appraisal of such real property or other valuation of such Loan Party’s interest therein in a form and by an appraiser reasonably acceptable to the Administrative Agent, (v) deliver to the Administrative Agent and the Collateral Agent a SFHDF with respect to such real property and, to the extent that the SFHDF indicates that such real property is in a Special Flood Hazard Area as designated by the Federal Emergency Management Agency, proof that adequate flood insurance, as required under the National Flood Insurance Program, has been obtained with respect to such real property and (vi) deliver evidence of zoning compliance satisfactory to the Collateral Agent or ASOT Administrative Agent. (c) With respect to (i) any new Subsidiary (other than an Excluded Foreign Subsidiary) created or acquired by after the Borrower or Closing Date (which, for the purposes of this paragraph, shall include any of the Restricted Subsidiaries or (ii) any domestic Immaterial Subsidiary or domestic Unrestricted existing Subsidiary that is designated as a Restricted Subsidiary in accordance with Section 6.11ceases to be an Excluded Foreign Subsidiary), in each caseby any Group Member, after the Funds Availability Date, within twenty (20) days of such creation, acquisition or designation the Borrower or the applicable Restricted Subsidiary shall promptly (i) execute and deliver to the Administrative Agent and the Collateral Agent Lender such amendments to the Guarantee and Collateral Agreement as the ASOT Administrative Agent and the Collateral Agent deem deems necessary or reasonably advisable to grant to the Collateral Agent, for the benefit of the Senior Secured Parties, Lender a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by any Loan Party (subject only to the Liens permitted by clause (e) of Section 6.02)Group Member, (ii) deliver to the Collateral Agent any Lender the certificates representing such Capital StockStock (if any), together with undated stock powers, in blank, executed and delivered by a duly authorized officer of such Group Member, as the Borrower or such Restricted Subsidiarycase may be, (iii) cause such Subsidiary that is a wholly-owned new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, Agreement and (B) to take such actions necessary or advisable to grant to the Collateral Agent for the benefit of the Senior Secured Parties Lender a perfected first priority security interest (subject, in the case of property not constituting Pledged Securities, to Permitted Liens, and in the case of Pledged Securities, to Liens permitted by Section 6.02(e)) in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary, including including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by Applicable Law law or as may be reasonably requested by the Lender or the ASOT Administrative Agent Agent, and (iv) if reasonably requested by the ASOT Administrative Agent, deliver to the ASOT Administrative Agent and the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the ASOT Administrative Agent and the Collateral Agent. (d) With respect to (i) any new Excluded Foreign Subsidiary created or acquired after the Funds Availability Closing Date and directly owned by any Loan Party or Group Member (ii) other than any foreign Immaterial Subsidiary or foreign Unrestricted Subsidiary that is designated as a Restricted Subsidiary in accordance with Section 6.11 and directly owned by any Loan Party, in each case, after the Funds Availability Date Excluded Foreign Subsidiaries), promptly (and, in any event, within 30 days of the creation or acquisition thereof) (Ai) execute and deliver to the Administrative Agent and the Collateral Agent (x) Lender such amendments to the Guarantee and Collateral Agreement or such other documents as the Collateral Lender or the ASOT Administrative Agent deems necessary or reasonably advisable and/or (y) a Foreign Pledge Agreement, in each case order to grant to the Collateral Agent, for the benefit of the Senior Secured Parties, Lender a perfected first priority security interest in the Capital Stock of such Foreign new Subsidiary that is owned by any such Loan Party Group Member (subject only to the Liens permitted by clause other than any Excluded Foreign Subsidiaries), (e) of Section 6.02 and provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Excluded Foreign Subsidiary be required to be so pledged), (Bii) if commercially reasonable, deliver to the Collateral Agent Lender the certificates (if any) representing such Capital Stock, together with undated stock powerpowers, in blank, executed and delivered by a duly authorized officer of such Group Member, as the relevant Loan Partycase may be, and take such other action as may be necessary or, in the opinion of the Lender or the ASOT Administrative Agent, desirable to perfect the Collateral Agent’s security interest thereinLien of the Lender thereon, and (Ciii) if reasonably requested by the Lender or the ASOT Administrative Agent, deliver to the ASOT Administrative Agent and the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the ASOT Administrative Agent and the Collateral Agent.

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

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

Additional Collateral, etc. (a) With respect to any property acquired after the Funds Availability Closing Date by any Loan Party (other than Excluded Assets, Excluded Perfection Assets and (w) any property described in paragraph (b), (c) or (d) below, (x) any property subject to a Lien expressly permitted by Section 7.3(g), (y) so long as the Term Loan Obligations Payment Date has not occurred, any Term Loan Priority Collateral as to which the Term Loan Representative determines, in its reasonable discretion and in consultation with the Borrower, that the cost of obtaining a security interest therein is excessive in relation to the value of the security to be afforded thereby) and (z) any property (other than Term Loan Priority Collateral) as to which the Collateral Administrative Agent determines, in its reasonable discretion and in consultation with the Borrower, that the cost of obtaining a security interest therein is excessive in relation to the value of the security to be afforded thereby) as to which the Administrative Agent, for the benefit of the Senior Secured Parties, does not have a perfected Lien, promptly (and, in any event within 20 Business Days following the date of such acquisition) (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Collateral Administrative Agent deems necessary or reasonably advisable to grant to the Collateral Administrative Agent, for the benefit of the Senior Secured Parties, a security interest in such property and (ii) take all actions necessary or reasonably advisable to grant to the Collateral Administrative Agent, for the benefit of the Senior Secured Parties, a perfected first priority security interest in such property (subject, in with the case of property not constituting Pledged Securities, to Permitted Liens, and in priority required by the case of Pledged Securities, to Liens permitted by Section 6.02(e))Intercreditor Agreement, including (x) the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Collateral AgentAdministrative Agent and (y) filing and recording of intellectual property security agreements with the United States Patent and Trademark Office and the United States Copyright Office, as applicable. (b) With respect to any fee interest in any real property or any lease consisting having a value (together with improvements thereof) of real property at least $10,000,000 acquired or leased after the Funds Availability Closing Date by any Loan Party (including a Person that owns such real property and becomes a Loan Party pursuant to this Section 6.10) (other than (i) any Excluded Assets such real property subject to a Lien expressly permitted by Section 7.3(g) and Excluded Perfection Assets(ii) any real property as to which the Administrative Agent (or, so long as the Term Loan Obligations Payment Date has not occurred, the Term Loan Representative) determines, in its reasonable discretion and in consultation with the Borrower, that the cost of obtaining a security interest therein is excessive in relation to the value of the security to be afforded thereby), within ninety sixty (9060) days after the acquisition or leasing thereof (ior such later date as the Administrative Agent (or, so long as the Term Loan Obligations Payment Date has not occurred, the Term Loan Representative) shall agree to in its sole discretion) execute and deliver a first priority Mortgage (subject only to Liens permitted by clauses (a), (f) and (g) of Section 6.02) or where appropriate under the circumstances, an amendment to an existing Mortgage, in each case in favor of the Collateral Agent, for the benefit of the Senior Secured Parties, covering such real property, (ii) if requested by the Administrative Agent, provide the Senior Secured Parties with (x) either (1) (A) title insurance covering such real property in an amount at least equal to the purchase price of such real property (or such other amount as shall be reasonably specified by the Administrative Agent) in form and substance reasonably satisfactory to the Administrative Agent; Agent the documents and instruments required under Section 5.1(k) of the Existing Credit Agreement (B) a current ALTA survey thereof, complying with including any legal opinions as the requirements set forth in Schedule 5.10(b) together with a surveyor’s certificate (only with respect to (i) any power plant, (ii) any improved real property, and (iii) any other real property for which an ALTA survey was obtained when such property was acquiredAdministrative Agent may reasonably request). Notwithstanding the foregoing, such Loan Party the Administrative Agent shall obtain or cause to be obtained an ALTA survey complying with the requirements set forth not enter into any Mortgage in Schedule 5.10(b) together with a surveyor’s certificate for respect of any real property acquired by any Loan Party after the Closing Date until the date that becomes Collateral pursuant to this section to the extent that the title company will is (a) if such real property is not remove the survey exception located in a “special flood hazard area”, ten (or endorse over such exception10) without an ALTA survey) Business Days or (2b) where an amendment to an existing Mortgage has been delivered pursuant to clause (i) instead of a Mortgage, an endorsement to the existing title policy adding if such property as an insured parcel, or a new title policy if the requirements in the state in which the real property is located do not allow for such an endorsementin a “special flood hazard area”, and twenty (y20) any consents or estoppels reasonably deemed necessary or advisable by days, after the Administrative Agent or the Collateral Agent in connection with such Mortgage or Mortgage amendment (has delivered to the extent obtainable using commercially reasonable efforts)Lenders the following documents in respect of such real property: (i) a completed flood hazard determination from a third party vendor; (ii) if such real property is located in a “special flood hazard area”, each (A) a notification to the applicable Loan Parties of that fact and (if applicable) notification to the applicable Loan Parties that flood insurance coverage is not available and (B) evidence of the foregoing in form receipt by the applicable Loan Parties of such notice; and substance reasonably satisfactory to the Collateral Agent, (iii) if requested required by the Administrative AgentFlood Laws, deliver to the Administrative Agent and the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent and the Collateral Agent, (iv) if requested by the Administrative Agent or the Collateral Agent, deliver to the Administrative Agent and the Collateral Agent a current appraisal evidence of such real property or other valuation of such Loan Party’s interest therein in a form and by an appraiser reasonably acceptable to the Administrative Agent, (v) deliver to the Administrative Agent and the Collateral Agent a SFHDF with respect to such real property and, to the extent that the SFHDF indicates that such real property is in a Special Flood Hazard Area as designated by the Federal Emergency Management Agency, proof that adequate required flood insurance, as required under the National Flood Insurance Program, has been obtained with respect to such real property and (vi) deliver evidence of zoning compliance satisfactory to the Collateral Agent or Administrative Agent. (c) With respect to any new Domestic Subsidiary (iother than any Immaterial Subsidiary, any CFC Holding Company or any Subsidiary of a Foreign Subsidiary or of a CFC Holding Company) created or acquired after the Closing Date by any Loan Party (which, for the purposes of this paragraph (c), shall include (1) any new existing Subsidiary (other than an Excluded Immaterial Subsidiary) created or acquired by the Borrower or any of the Restricted Subsidiaries or (ii) any domestic Immaterial Subsidiary or domestic Unrestricted that becomes a Domestic Subsidiary that is designated as not a Restricted CFC Holding Company or a Subsidiary in accordance with Section 6.11of a Foreign Subsidiary or a CFC Holding Company and (2) any existing Subsidiary that ceases to be an Immaterial Subsidiary (and that is not a CFC Holding Company)), in each case, within thirty (30) days after the Funds Availability Date, within twenty (20) days creation or acquisition of such creationnew Domestic Subsidiary (or such later date as the Administrative Agent (or, acquisition or designation so long as the Borrower or Term Loan Obligations Payment Date has not occurred, the applicable Restricted Subsidiary Term Loan Representative) shall agree to in its sole discretion) (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent and the Collateral Agent deem deems necessary or reasonably advisable to grant to the Collateral Administrative Agent, for the benefit of the Senior Secured Parties, a perfected first priority security interest with the priority required by the Intercreditor Agreement in the Capital Stock of such new Subsidiary that is owned by any Loan Party (subject only to the Liens permitted by clause (e) of Section 6.02)Party, (ii) subject to the Intercreditor Agreement, deliver to the Collateral Administrative Agent any the certificates representing such Capital Stock, together with undated stock powersendorsements, in blank, executed and delivered by a duly authorized officer of the Borrower or such Restricted Subsidiaryrelevant Loan Party, (iii) cause such Subsidiary that is a wholly-owned new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, and (B) to take such actions necessary or reasonably advisable to grant to the Collateral Administrative Agent for the benefit of the Senior Secured Parties a perfected first priority security interest (subject, in with the case of property not constituting Pledged Securities, to Permitted Liens, and in priority required by the case of Pledged Securities, to Liens permitted by Section 6.02(e)) Intercreditor Agreement in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by Applicable Law law or as may be reasonably requested by the Administrative Agent and (C) subject to the Intercreditor Agreement, to deliver to the Administrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit C, with appropriate insertions and attachments, and (iv) if requested by the Administrative Agent, deliver to the Administrative Agent and the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent and the Collateral Agent. (d) With respect to (i) any new CFC Holding Company or Foreign Subsidiary created or acquired after the Funds Availability Closing Date and directly owned by any Loan Party or (ii) which, for the purposes of this paragraph (d), shall include any foreign Immaterial Subsidiary or foreign Unrestricted existing Subsidiary that is designated as becomes a Restricted Subsidiary in accordance with Section 6.11 and directly owned by any Loan Party, in each case, after the Funds Availability Date , promptly (and, in any eventCFC Holding Company or a Foreign Subsidiary), within 30 sixty (60) days of after the creation or acquisition thereofof such new CFC Holding Company or Foreign Subsidiary (or such later date as the Administrative Agent (or, so long as the Term Loan Obligations Payment Date has not occurred, the Term Loan Representative) shall agree to in its sole discretion) (Ai) execute and deliver to the Administrative Agent and the Collateral Agent (x) such amendments to the Guarantee and Collateral Agreement as the Collateral Administrative Agent deems necessary or reasonably advisable and/or (y) a Foreign Pledge Agreement, in each case to grant to the Collateral Administrative Agent, for the benefit of the Senior Secured Parties, a perfected first priority security interest with the priority required by the Intercreditor Agreement in the Capital Stock of such CFC Holding Company or Foreign Subsidiary that is owned by any such Loan Party (subject only to the Liens permitted by clause (e) of Section 6.02 and provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such CFC Holding Company or Foreign Subsidiary be required to be so pledged), (Bii) if commercially reasonablesubject to the Intercreditor Agreement, deliver to the Collateral Administrative Agent the certificates representing such pledged Capital Stock, together with undated stock powerpowers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, Party and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable Agent deems necessary or reasonably advisable to perfect the Collateral Administrative Agent’s security interest therein, and (C) if requested by the Administrative Agent, deliver to the Administrative Agent and the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent and the Collateral Agent.

Additional Collateral, etc. (a) With respect to any property Property acquired after the Funds Availability Restatement Effective Date by the Borrower or any Loan Party Subsidiary Guarantor (other than Excluded Assets, Excluded Perfection Assets and (x) any real property or any Property described in paragraph (b)) of this Section, (cy) any Property subject to a Lien expressly permitted by Section 7.3(g) and (z) any equity interest in or (d) belowProperty of a Foreign Subsidiary) as to which the Collateral Administrative Agent, for the benefit of the Senior Secured Parties, does not have a perfected Lien, promptly (and, in any event within 20 Business Days following the date of such acquisition) (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Collateral Administrative Agent deems necessary or reasonably advisable to grant to the Collateral Administrative Agent, for the benefit of the Senior Secured Parties, a security interest in such property Property and (ii) take all actions necessary or reasonably advisable to grant to the Collateral Administrative Agent, for the benefit of the Senior Secured Parties, a perfected first priority security interest in such property Property, in each case prior and superior in right to any other Person (subjectexcept, in the case of property not constituting Collateral other than Pledged SecuritiesStock, to Permitted LiensLiens permitted by Section 7.3, and and, in the case of Pledged SecuritiesStock, to (i) Liens permitted by Section 6.02(e)7.3(s) and (ii) Liens permitted by Section 7.3(a) to the extent such Liens are prior and superior to the Liens granted under the Security Documents by operation of law), including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Collateral Administrative Agent. (b) With respect to any fee interest in any real property having a value (together with improvements thereof) of at least $2,000,000 acquired after the Restatement Effective Date by the Borrower or any lease consisting of real property acquired or leased after the Funds Availability Date by any Loan Party Subsidiary Guarantor (other than any Excluded Assets and Excluded Perfection Assets) within ninety (90) days after the acquisition such real property owned by any Foreign Subsidiary or leasing thereof subject to a Lien expressly permitted by Section 7.3(g)), promptly (i) execute and deliver a first priority Mortgage (subject only to Liens permitted by clauses (a), (f) and (g) of Section 6.02) or where appropriate under the circumstances, an amendment to an existing Mortgage, in each case in favor of the Collateral Administrative Agent, for the benefit of the Senior Secured Parties, covering such real property, in each case prior and superior in right to any other Person (except Liens permitted by Section 7.3), (ii) if reasonably requested by the Administrative Agent, provide the Senior Secured Parties Lenders with (x) either (1) (A) title and extended coverage insurance covering such real property in an amount at least equal to the purchase price of such real property (or such other amount as shall be reasonably specified by the Administrative Agent) in form and substance reasonably satisfactory to the Administrative Agent; and (B) as well as a current ALTA survey thereof, complying with the requirements set forth in Schedule 5.10(b) together with a surveyor’s certificate (only with respect to (i) any power plant, (ii) any improved real property, and (iii) any other real property for which an ALTA survey was obtained when such property was acquired. Notwithstanding the foregoing, such Loan Party shall obtain or cause to be obtained an ALTA survey complying with the requirements set forth in Schedule 5.10(b) together with a surveyor’s certificate for any real property that becomes Collateral pursuant to this section to the extent that the title company will not remove the survey exception (or endorse over such exception) without an ALTA survey) or (2) where an amendment to an existing Mortgage has been delivered pursuant to clause (i) instead of a Mortgage, an endorsement to the existing title policy adding such property as an insured parcel, or a new title policy if the requirements in the state in which the real property is located do not allow for such an endorsement, and (y) any consents or estoppels reasonably deemed necessary or advisable by the Administrative Agent or the Collateral Agent in connection with such Mortgage or Mortgage amendment (to the extent obtainable using commercially reasonable efforts)Mortgage, each of the foregoing in form and substance reasonably satisfactory to the Collateral Agent, Administrative Agent and (iii) if reasonably requested by the Administrative Agent, deliver to the Administrative Agent and the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent and the Collateral Agent, (iv) if requested by the Administrative Agent or the Collateral Agent, deliver to the Administrative Agent and the Collateral Agent a current appraisal of such real property or other valuation of such Loan Party’s interest therein in a form and by an appraiser reasonably acceptable to the Administrative Agent, (v) deliver to the Administrative Agent and the Collateral Agent a SFHDF with respect to such real property and, to the extent that the SFHDF indicates that such real property is in a Special Flood Hazard Area as designated by the Federal Emergency Management Agency, proof that adequate flood insurance, as required under the National Flood Insurance Program, has been obtained with respect to such real property and (vi) deliver evidence of zoning compliance satisfactory to the Collateral Agent or Administrative Agent. (c) With respect to (i) any new Material Wholly Owned Domestic Subsidiary (other than an Excluded Subsidiary) created or acquired after the Restatement Effective Date, by the Borrower or any of the Restricted Subsidiaries or (ii) any domestic Immaterial Subsidiary or domestic Unrestricted Subsidiary that is designated as a Restricted Subsidiary in accordance with Section 6.11its Domestic Subsidiaries, in each case, after the Funds Availability Date, within twenty (20) days of such creation, acquisition or designation the Borrower or the applicable Restricted Subsidiary shall promptly (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent and the Collateral Agent deem deems necessary or reasonably advisable to grant to the Collateral Administrative Agent, for the benefit of the Senior Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by the Borrower or any Loan Party (subject only to the Liens permitted by clause (e) of Section 6.02)its Domestic Subsidiaries, (ii) deliver to the Collateral Administrative Agent any certificates the certificates, if any, representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Restricted Subsidiary, as the case may be, (iii) cause such Subsidiary that is a wholly-owned new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, Agreement and (B) to take such actions necessary or advisable to grant to the Collateral Administrative Agent for the benefit of the Senior Secured Parties a perfected first priority security interest (subject, in the case of property not constituting Pledged Securities, to Permitted Liens, and in the case of Pledged Securities, to Liens permitted by Section 6.02(e)) in the Collateral described in the Guarantee and Collateral Agreement with respect to such new SubsidiarySubsidiary in each case prior and superior in right to any other Person (except, including in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.3, and, in the case of Pledged Stock, (i) Liens permitted by Section 7.3(s) and (ii) Liens permitted by Section 7.3(a) to the extent such Liens are prior and superior to the Liens granted under the Security Documents by operation of law), including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by Applicable Law law or as may be reasonably requested by the Administrative Agent Agent, and (iv) if reasonably requested by the Administrative Agent, deliver to the Administrative Agent and the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent and the Collateral Agent. (d) With respect to (i) any Foreign Subsidiary created or acquired after the Funds Availability Date and directly owned by any Loan Party or (ii) any foreign Immaterial Subsidiary or foreign Unrestricted Subsidiary that is designated as a Restricted Subsidiary in accordance with Section 6.11 and directly owned by any Loan Party, in each case, after the Funds Availability Date , promptly (and, in any event, within 30 days of the creation or acquisition thereof) (A) execute and deliver to the Administrative Agent and the Collateral Agent (x) such amendments to the Guarantee and Collateral Agreement as the Collateral Agent deems necessary or reasonably advisable and/or (y) a Foreign Pledge Agreement, in each case to grant to the Collateral Agent, for the benefit of the Senior Secured Parties, a perfected first priority security interest in the Capital Stock of such Foreign Subsidiary that is owned by any such Loan Party (subject only to the Liens permitted by clause (e) of Section 6.02 and provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such Foreign Subsidiary be required to be so pledged), (B) if commercially reasonable, deliver to the Collateral Agent the certificates representing such Capital Stock, together with undated stock power, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Collateral Agent’s security interest therein, and (C) if requested by the Administrative Agent, deliver to the Administrative Agent and the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent and the Collateral Agent.

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

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

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

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

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

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

Additional Collateral, etc. (a) With respect to any property acquired after the Funds Availability Closing Date by any Loan Party (other than Excluded Assets, Excluded Perfection Assets and (w) any property described in paragraph (b), (c) or (d) below, (x) any property subject to a Lien expressly permitted by Section 7.3(g), (y) so long as the ABL Obligations Payment Date has not occurred, any ABL Priority Collateral as to which the ABL Representative determines, in its reasonable discretion and in consultation with the Borrower, that the cost of obtaining a security interest therein is excessive in relation to the value of the security to be afforded thereby and (z) any property (or, so long as the ABL Obligations Payment Date has not occurred, any property other than ABL Priority Collateral) as to which the Collateral Administrative Agent determines, in its reasonable discretion and in consultation with the Borrower, that the cost of obtaining a security interest therein is excessive in relation to the value of the security to be afforded thereby) as to which the Administrative Agent, for the benefit of the Senior Secured Parties, does not have a perfected Lien, promptly (and, in any event within 20 Business Days following the date of such acquisition) (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Collateral Administrative Agent deems necessary or reasonably advisable to grant to the Collateral Administrative Agent, for the benefit of the Senior Secured Parties, a security interest in such property and (ii) take all actions necessary or reasonably advisable to grant to the Collateral Administrative Agent, for the benefit of the Senior Secured Parties, a perfected first priority security interest in any such property (subject, in with the case of property not constituting Pledged Securities, to Permitted Liens, and in priority required by the case of Pledged Securities, to Liens permitted by Section 6.02(e)Intercreditor Agreement), including (x) the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Collateral AgentAdministrative Agent and (y) filing and recording of intellectual property security agreements with the United States Patent and Trademark Office and the United States Copyright Office, as applicable. (b) With respect to any fee interest in any real property or any lease consisting having a value (together with improvements thereof) of real property at least $10,000,000 acquired or leased after the Funds Availability Closing Date by any Loan Party (including a Person that owns such real property and becomes a Loan Party pursuant to this Section 6.10) (other than (i) any Excluded Assets such real property subject to a Lien expressly permitted by Section 7.3(g) and Excluded Perfection Assets(ii) any real property as to which the Administrative Agent determines, in its reasonable discretion and in consultation with the Borrower, that the cost of obtaining a security interest therein is excessive in relation to the value of the security to be afforded thereby), within ninety sixty (9060) days after the acquisition or leasing thereof (ior such later date as the Administrative Agent shall agree to in its sole discretion) execute and deliver a first priority Mortgage (subject only to Liens permitted by clauses (a), (f) and (g) of Section 6.02) or where appropriate under the circumstances, an amendment to an existing Mortgage, in each case in favor of the Collateral Agent, for the benefit of the Senior Secured Parties, covering such real property, (ii) if requested by the Administrative Agent, provide the Senior Secured Parties with (x) either (1) (A) title insurance covering such real property in an amount at least equal to the purchase price of such real property (or such other amount as shall be reasonably specified by the Administrative Agent) in form and substance reasonably satisfactory to the Administrative Agent; and (B) a current ALTA survey thereof, complying with the requirements set forth in Schedule 5.10(b) together with a surveyor’s certificate (only with respect to (i) any power plant, (ii) any improved real property, and (iii) any other real property for which an ALTA survey was obtained when such property was acquired. Notwithstanding the foregoing, such Loan Party shall obtain or cause to be obtained an ALTA survey complying with the requirements set forth in Schedule 5.10(b) together with a surveyor’s certificate for any real property that becomes Collateral pursuant to this section to the extent that the title company will not remove the survey exception (or endorse over such exception) without an ALTA survey) or (2) where an amendment to an existing Mortgage has been delivered pursuant to clause (i) instead of a Mortgage, an endorsement to the existing title policy adding such property as an insured parcel, or a new title policy if the requirements in the state in which the real property is located do not allow for such an endorsement, and (y) any consents or estoppels reasonably deemed necessary or advisable by the Administrative Agent or the Collateral Agent in connection with such Mortgage or Mortgage amendment (to the extent obtainable using commercially reasonable efforts), each of the foregoing in form and substance reasonably satisfactory to the Collateral Agent, (iii) if requested by the Administrative Agent, deliver to the Administrative Agent the documents and instruments required under Section 5.1(k) of the Collateral Agent Existing Credit Agreement (including any legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to as the Administrative Agent and the Collateral Agent, (iv) if requested by the Administrative Agent or the Collateral Agent, deliver to the Administrative Agent and the Collateral Agent a current appraisal of such real property or other valuation of such Loan Party’s interest therein in a form and by an appraiser may reasonably acceptable to the Administrative Agent, (v) deliver to the Administrative Agent and the Collateral Agent a SFHDF with respect to such real property and, to the extent that the SFHDF indicates that such real property is in a Special Flood Hazard Area as designated by the Federal Emergency Management Agency, proof that adequate flood insurance, as required under the National Flood Insurance Program, has been obtained with respect to such real property and (vi) deliver evidence of zoning compliance satisfactory to the Collateral Agent or Administrative Agentrequest). (c) With respect to any new Domestic Subsidiary (iother than any Immaterial Subsidiary, any CFC Holding Company or any Subsidiary of a Foreign Subsidiary or of a CFC Holding Company) created or acquired after the Closing Date by any Loan Party (which, for the purposes of this paragraph (c), shall include (1) any new existing Subsidiary (other than an Excluded Immaterial Subsidiary) created or acquired by the Borrower or any of the Restricted Subsidiaries or (ii) any domestic Immaterial Subsidiary or domestic Unrestricted that becomes a Domestic Subsidiary that is designated as not a Restricted CFC Holding Company or a Subsidiary in accordance with Section 6.11of a Foreign Subsidiary or a CFC Holding Company and (2) any existing Subsidiary that ceases to be an Immaterial Subsidiary (and that is not a CFC Holding Company)), in each case, within thirty (30) days after the Funds Availability Date, within twenty (20) days creation or acquisition of such creation, acquisition new Domestic Subsidiary (or designation such later date as the Borrower or the applicable Restricted Subsidiary Administrative Agent shall agree to in its sole discretion) (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent and the Collateral Agent deem deems necessary or reasonably advisable to grant to the Collateral Administrative Agent, for the benefit of the Senior Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by any Loan Party (subject only to the Liens permitted by clause (e) of Section 6.02)Party, (ii) deliver to the Collateral Administrative Agent any the certificates representing such Capital Stock, together with undated stock powersendorsements, in blank, executed and delivered by a duly authorized officer of the Borrower or such Restricted Subsidiaryrelevant Loan Party, (iii) cause such Subsidiary that is a wholly-owned new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, and (B) to take such actions necessary or reasonably advisable to grant to the Collateral Administrative Agent for the benefit of the Senior Secured Parties a perfected first priority security interest (subject, in with the case of property not constituting Pledged Securities, to Permitted Liens, and in priority required by the case of Pledged Securities, to Liens permitted by Section 6.02(e)) Intercreditor Agreement in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by Applicable Law law or as may be reasonably requested by the Administrative Agent and (C) to deliver to the Administrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit C, with appropriate insertions and attachments, and (iv) if requested by the Administrative Agent, deliver to the Administrative Agent and the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent and the Collateral Agent. (d) With respect to (i) any new CFC Holding Company or Foreign Subsidiary created or acquired after the Funds Availability Closing Date and directly owned by any Loan Party or (iiwhich, for the purposes of this paragraph (d) shall include any foreign Immaterial Subsidiary or foreign Unrestricted existing Subsidiary that is designated as becomes a Restricted Subsidiary in accordance with Section 6.11 and directly owned by any Loan Party, in each case, after the Funds Availability Date , promptly (and, in any eventCFC Holding Company or a Foreign Subsidiary), within 30 sixty (60) days of after the creation or acquisition thereofof such new CFC Holding Company or Foreign Subsidiary (or such later date as the Administrative Agent shall agree to in its sole discretion) (Ai) execute and deliver to the Administrative Agent and the Collateral Agent (x) such amendments to the Guarantee and Collateral Agreement as the Collateral Administrative Agent deems necessary or reasonably advisable and/or (y) a Foreign Pledge Agreement, in each case to grant to the Collateral Administrative Agent, for the benefit of the Senior Secured Parties, a perfected first priority security interest in the Capital Stock of such CFC Holding Company or Foreign Subsidiary that is owned by any such Loan Party (subject only to the Liens permitted by clause (e) of Section 6.02 and provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such CFC Holding Company or Foreign Subsidiary be required to be so pledged), ) and (Bii) if commercially reasonable, deliver to the Collateral Administrative Agent the certificates representing such pledged Capital Stock, together with undated stock powerpowers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable Agent deems necessary or reasonably advisable to perfect the Collateral Administrative Agent’s security interest therein, and (C) if requested by the Administrative Agent, deliver to the Administrative Agent and the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent and the Collateral Agent.

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

Additional Collateral, etc. (a) With respect to any property (to the extent included in the definition of Collateral) acquired at any time after the Funds Availability Closing Date by any Loan Party (other than Excluded Assets, Excluded Perfection Assets and any property described in paragraph (b), (c) or (d) below) as to which the Collateral Agent, for the benefit of the Senior Secured Parties, does not have a perfected Lien, promptly (and, in any event within 20 Business Days following the date of such acquisition) (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Security Agreement or such other documents as the Collateral Agent reasonably deems necessary or reasonably advisable to grant to the Collateral Agent, for the benefit of the Senior Secured Parties, a security interest in such property and (ii) take all actions reasonably necessary or reasonably advisable to grant to the Collateral Agent, for the benefit of the Senior Secured Parties, a perfected (if and to the extent the assets subject to the applicable Security Document can be perfected by the actions required, and to the extent required, by such Security Document) first priority security interest (subject only to the ABL/Term Loan Intercreditor Agreement and ▇▇▇▇▇ permitted hereunder) in such property (subject, in the case of property not constituting Pledged Securities, to Permitted Liens, and in the case of Pledged Securities, to Liens permitted by Section 6.02(e))property, including the filing of Uniform Commercial Code UCC financing statements in such jurisdictions as may be required by the Guarantee and Collateral Security Agreement or by law or as may reasonably be reasonably requested by the Collateral Agent. (b) With respect to any Real Property having a fair market value (as determined at the time of acquisition thereof) of at least $25,000,000 acquired in fee interest in any real property or any lease consisting of real property acquired or leased after the Funds Availability Closing Date by any Loan Party (other Party, no later than any Excluded Assets and Excluded Perfection Assets) within ninety (90) 90 days after the acquisition or leasing thereof thereof, as may be extended by the Administrative Agent in its reasonable discretion (i) execute and deliver a first priority Mortgage (subject only to Liens permitted by clauses (a), (f) and (g) of Section 6.02) or where appropriate under the circumstances, an amendment to an existing Mortgage, in each case in favor of the Collateral Agent, for the benefit of the Senior Secured Parties, covering such real propertyinterest in Real Property, (ii) along with a corresponding UCC fixture filing for filing in the applicable jurisdiction if requested required by the Administrative Collateral Agent, provide the Senior Secured Parties with (x) either (1) (A) title insurance covering such real property in an amount at least equal to the purchase price of such real property (or such other amount as shall be reasonably specified by the Administrative Agent) in form and substance reasonably satisfactory to the Administrative Agent; and (B) a current ALTA survey thereof, complying with the requirements set forth in Schedule 5.10(b) together with a surveyor’s certificate (only with respect to (i) any power plant, (ii) any improved real property, and (iii) any other real property for which an ALTA survey was obtained when such property was acquired. Notwithstanding the foregoing, such Loan Party shall obtain or cause to be obtained an ALTA survey complying with the requirements set forth in Schedule 5.10(b) together with a surveyor’s certificate for any real property that becomes Collateral pursuant to this section to the extent that the title company will not remove the survey exception (or endorse over such exception) without an ALTA survey) or (2) where an amendment to an existing Mortgage has been delivered pursuant to clause (i) instead of a Mortgage, an endorsement to the existing title policy adding such property as an insured parcel, or a new title policy if the requirements in the state in which the real property is located do not allow for such an endorsement, and (y) any consents or estoppels reasonably deemed necessary or advisable by the Administrative Agent or the Collateral Agent in connection with such Mortgage or Mortgage amendment (to the extent obtainable using commercially reasonable efforts), each of the foregoing in form and substance reasonably satisfactory to the Collateral Agent, (iii) if requested by the Administrative Agentas may be necessary to create a valid, deliver perfected and subsisting Lien, subject only to the Administrative Agent ABL/Term Loan Intercreditor Agreement and the Collateral Agent legal opinions relating to the matters described aboveLiens permitted under Section 8.02, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent and the Collateral Agentagainst such Real Property, (ivii) if requested by provide the Administrative Agent or the Collateral AgentLenders with a Title Policy and a Survey for each Mortgaged Property, deliver to the Administrative Agent and the Collateral Agent together with such affidavits, certificates, instruments of indemnification, legal opinions, either (a) a current appraisal “Life of such real property or other valuation of such Loan Party’s interest therein in a form and by an appraiser reasonably acceptable to the Administrative Agent, (v) deliver to the Administrative Agent and the Collateral Agent a SFHDF with respect to such real property and, to the extent that the SFHDF indicates that such real property is in a Special Flood Hazard Area as designated by the Loan” Federal Emergency Management Agency, proof Agency Standard Flood Hazard Determination evidencing that adequate the Mortgaged Property is not in a flood insurance, zone or (b) evidence of flood insurance as required under by the National Flood Insurance ProgramProgram as set forth in the Flood Disaster Protection Act of 1973, has been obtained as amended and in effect and otherwise comply with respect to the Flood Laws, and such real property other information, documentation (including, but not limited to, appraisals, environmental reports, and (vi) deliver evidence of zoning compliance satisfactory to the Collateral Agent or extent applicable, using commercially reasonable efforts, subordination agreements) and certifications, in each case, as may be reasonably requested by the Administrative Agent. (c) With respect to (i) any new Subsidiary (other than an Excluded Subsidiary) Guarantor created or acquired by after the Borrower Closing Date (or any of the Restricted Subsidiaries or (ii) any domestic Immaterial Subsidiary or domestic Unrestricted Subsidiary that is designated as becomes a Restricted Subsidiary in accordance with Section 6.11, in each case, Guarantor after the Funds Availability Closing Date), promptly, and in any event within twenty (20) 30 days of such creationcreation or acquisition (or, acquisition or designation in the Borrower or the applicable case of any Restricted Subsidiary shall that becomes a Subsidiary Guarantor, the date that such Restricted Subsidiary becomes a Subsidiary Guarantor) (as such date may be extended from time to time by the Administrative Agent in its sole discretion) (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to this Agreement and the Guarantee and Collateral Security Agreement as the Administrative Agent and the Collateral Agent deem deems reasonably necessary or reasonably advisable to grant to the Collateral Agent, for the benefit of the Senior Secured Parties, a perfected first priority security interest (subject only to the ABL/Term Loan Intercreditor Agreement and Liens permitted hereunder) in the Capital Stock of such new Subsidiary Guarantor that is owned by any Loan Party (subject only to the Liens permitted by clause (e) of Section 6.02)Party, (ii) deliver to the First Lien Term Collateral Agent the certificates representing such Capital Stock (if any), together with undated stock powers, in blank, executed and delivered by a duly Authorized Officer of the relevant Loan Party and (iii) cause such new Subsidiary Guarantor (a) to execute and deliver to the Collateral Agent (w) a Guarantor Joinder Agreement or such comparable documentation requested by the Collateral Agent to become a Subsidiary Guarantor, (x) a joinder agreement to the Security Agreement, substantially in the form annexed thereto, (y) to the extent requested by the Administrative Agent a customary joinder agreement to the ABL/Term Loan Intercreditor Agreement then in effect and (z) to the extent requested by the Administrative Agent a customary joinder agreement to the ABL/Term Loan Intercreditor Agreement then in effect, (b) to take such actions reasonably necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected (if and to the extent the assets subject to the applicable Security Document can be perfected by the actions required, and to the extent required, by such Security Document) first priority security interest (subject only to the ABL/Term Loan Intercreditor Agreement and Liens permitted hereunder) in the Collateral described in the Security Agreement with respect to such new Subsidiary Guarantor, including the filing of UCC financing statements in such jurisdictions as may reasonably be required by the Security Agreement or by law or as may be requested by the Collateral Agent and (c) to deliver to the Collateral Agent (i) a certificate of such Subsidiary Guarantor, substantially in the form of the certificate provided by the Loan Parties on the Closing Date pursuant to Section 6.01(i), with appropriate insertions and attachments and (ii) if reasonably requested by the Collateral Agent, a legal opinion from counsel to such new Subsidiary Guarantor in form and substance reasonably satisfactory to the Collateral Agent. (d) With respect to any new Restricted Subsidiary which is an Excluded Foreign Subsidiary described in clause (i) (but not clauses (ii) or (iii)) of the definition of Excluded Foreign Subsidiary created or acquired after the Closing Date by any Loan Party, promptly (i) execute and deliver to the Collateral Agent such amendments to the Security Agreement as the Collateral Agent reasonably deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest (subject only to Liens permitted under Section 8.02) in no more than 65% of the total outstanding voting Capital Stock of any such Excluded Foreign Subsidiary and 100% of the total outstanding non voting Capital Stock of any such Excluded Foreign Subsidiary and (ii) deliver to the First Lien Term Collateral Agent the certificates (if any) representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer Authorized Officer of the Borrower or such Restricted Subsidiary, (iii) cause such Subsidiary that is a wholly-owned Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, and (B) to take such actions necessary or advisable to grant to the Collateral Agent for the benefit of the Senior Secured Parties a perfected first priority security interest (subject, in the case of property not constituting Pledged Securities, to Permitted Liens, and in the case of Pledged Securities, to Liens permitted by Section 6.02(e)) in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by Applicable Law or as may be reasonably requested by the Administrative Agent and (iv) if requested by the Administrative Agent, deliver to the Administrative Agent and the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent and the Collateral Agentrelevant Loan Party. (de) With respect to (i) any Foreign new Non Guarantor Subsidiary created or acquired after the Funds Availability Closing Date and directly owned by any Loan Party (but excluding any Unrestricted Subsidiary, any Excluded Foreign Subsidiary and any Subsidiary which would be a Subsidiary Guarantor but for clause (vi) in the definition thereof to the extent a pledge of the Capital Stock of such entity is prohibited by its Organizational Documents or requires the consent of any Person (iiother than Holdings or any of its Restricted Subsidiaries) any foreign Immaterial Subsidiary or foreign Unrestricted Subsidiary that is designated as a Restricted Subsidiary in accordance with Section 6.11 and directly owned by any Loan Party, in each case, after the Funds Availability Date party thereto which consent has not been obtained), promptly (and, in any event, within 30 days of the creation or acquisition thereof) (Ai) execute and deliver to the Administrative Agent and the Collateral Agent (x) such amendments to this Agreement and the Guarantee and Collateral Security Agreement as the Collateral Agent deems necessary or reasonably advisable and/or (y) a Foreign Pledge Agreement, in each case to grant to the Collateral Agent, for the benefit of the Senior Secured Parties, a perfected first priority security interest (subject only to Liens permitted under Section 8.02) in the Capital Stock of such Foreign Non Guarantor Subsidiary that is owned by any such Loan Party and (subject only to the Liens permitted by clause (eii) of Section 6.02 and provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such Foreign Subsidiary be required to be so pledged), (B) if commercially reasonable, deliver to the First Lien Term Collateral Agent the certificates representing such Capital StockStock (if any), together with undated stock powerpowers, in blank, executed and delivered by a duly authorized officer Authorized Officer of the relevant Loan Party. Notwithstanding anything to the contrary in the foregoing clauses (c) and (d), the Borrower may notify the Administrative Agent at any time that the Borrower desires to join an Excluded Foreign Subsidiary as a Subsidiary Guarantor under this Agreement and the other Loan Documents, and, in any such case, cause such Excluded Foreign Subsidiary to (i) become a Subsidiary Guarantor by executing and delivering to the Collateral Agent a Guarantor Joinder Agreement along with such other documentation as the Collateral Agent deems reasonably appropriate for effecting such joinder, (ii) ▇▇▇▇▇ ▇ ▇▇▇▇ in favor of the Collateral Agent for the ratable benefit of the Secured Parties on the assets and other personal property of such Excluded Foreign Subsidiary of the same type that constitute Collateral for purposes of the Security Documents (other than with respect to any Excluded Assets of such Excluded Foreign Subsidiary but without giving effect to any provision of the definition of Excluded Assets that would otherwise result in such Excluded Foreign Subsidiary (and its tangible and intangible personal property) constituting an Excluded Asset) and (iii) enter into any such amendments, modifications, or other changes to this Agreement and any other Loan Document reasonably requested by the Collateral Agent in its reasonable discretion in order to address any matters in connection with, or related to, such Excluded Foreign Subsidiary becoming a Subsidiary Guarantor under the Loan Documents. Each of the Lenders hereby authorize the Collateral Agent to enter into any such amendments, modifications, or other changes to this Agreement or any of the other Loan Documents solely to implement the foregoing. (f) Notwithstanding anything herein or in any other Loan Document, (i) other than with respect to the penultimate sentence of clause (e) above to the contrary, no actions in any non-U.S. jurisdiction shall be required in order to create any security interests in assets located or titled outside of the U.S. or to perfect any security interests (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any non-U.S. jurisdiction), (ii) Administrative Agent shall not accept delivery of any Mortgage from any Loan Party with respect to property located in the United States unless each of the Lenders has received 45 days prior written notice thereof and Administrative Agent has received confirmation from each Lender that such Lender has completed its flood insurance diligence, has received copies of all flood insurance documentation and has confirmed that flood insurance compliance has been completed as required by the Flood Laws or as otherwise reasonably satisfactory to such Lender, and take (iii) Administrative Agent shall not accept delivery of any joinder to any Loan Document with respect to any Subsidiary of any Loan Party that is not a Loan Party, if such other action Subsidiary that qualifies as may a “legal entity customer” under the Beneficial Ownership Regulation unless such Subsidiary has delivered a Beneficial Ownership Certification in relation to such Subsidiary and Administrative Agent has completed its Patriot Act searches, OFAC/PEP searches, flood certification and customary individual background checks for such Subsidiary, the results of which shall be necessary orreasonably satisfactory to Administrative Agent; provided, in that no Default or Event of Default shall result from any Loan Party’s failure to comply with the opinion terms of this Section 7.08 so long as such Default or Event of Default arose solely from the failure or refusal of the Administrative Agent, desirable Agent to perfect accept delivery of the Collateral Agent’s applicable joinder or security interest therein, and documentation under this clause (C) if requested by the Administrative Agent, deliver to the Administrative Agent and the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent and the Collateral Agentf).

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

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

Additional Collateral, etc. (a) With respect to any property Collateral acquired after the Funds Availability Closing Date or, in the case of inventory or equipment, any material Collateral moved after the Closing Date by the Borrower or any other Loan Party (other than Excluded Assets, Excluded Perfection Assets and any property Collateral described in paragraph paragraphs (b), (c) or (d) belowof this Section) as to which the Collateral Agent, for the benefit of the Senior Secured Parties, does not as a result of such acquisition or move have a first priority perfected Liensecurity interest (subject to Liens expressly permitted by Section 6.02), promptly (and, in any event event, within 20 Business Days days following the date of such acquisition) (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement or such other documents Security Documents as the Collateral Agent deems necessary or reasonably advisable to grant to the Collateral Agent, for the benefit of the Senior Secured Parties, a security interest in such property Collateral and (ii) promptly following the Administrative Agent’s or the Collateral Agent’s request, take all actions necessary or reasonably advisable to grant to to, or continue on behalf of, the Collateral Agent, for the benefit of the Senior Secured Parties, a perfected first priority security interest in such property (subject, in the case of property not constituting Pledged Securities, to Permitted Liens, and in the case of Pledged Securities, subject to Liens expressly permitted by Section 6.02(e))6.02) in such Collateral, including the filing of Uniform Commercial Code UCC financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent or the Collateral Agent. (b) With respect to any (x) fee interest in any real property or any lease Collateral consisting of real property material Real Property (as determined by Administrative Agent and (y) lease of Collateral consisting of Real Property with an annual base rent in excess of $2,500,000 after the expiration of any rent abatement or free rent period, acquired or leased after the Funds Availability Closing Date by the Borrower or any other Loan Party and promptly (other than and, in any Excluded Assets and Excluded Perfection Assets) event, within ninety 20 days following the date of such acquisition, in the case of clause (90) days after the acquisition or leasing thereof x)) (i) execute and deliver or, in the case of clause (y), use commercially reasonable efforts to execute and deliver, a first priority Mortgage (subject only to Liens expressly permitted by clauses (a), (f) and (g) of Section 6.02) or where appropriate under the circumstances, an amendment to an existing Mortgage, in each case Mortgage in favor of the Collateral Agent, for the benefit of the Senior Secured Parties, covering such real propertyReal Property and complying with the provisions herein and in the Security Documents, (ii) if requested by provide or, in the Administrative Agentcase of clause (y), provide use commercially reasonable efforts to provide, the Senior Secured Parties with (x) either (1) (A) title and extended coverage insurance covering such real property in an amount at least equal to the purchase price of such real property Real Property (or such other amount as the Administrative Agent shall reasonably specify), surveys, and if applicable, flood insurance, lease estoppel certificates or, in the event that the Administrative Agent has determined that a recorded memorandum of lease or an amendment of lease is necessary or appropriate in order to make any such leased Real Property mortgageable, evidence of such recordation or a copy of such fully executed and binding lease amendment, all as may be reasonably specified requested by the Administrative Agent) in form and substance reasonably satisfactory to the Administrative Agent; and (B) a current ALTA survey thereof, complying with the requirements set forth in Schedule 5.10(b) together with a surveyor’s certificate (only with respect to (i) any power plant, (ii) any improved real property, and (iii) any other real property for which an ALTA survey was obtained when such property was acquired. Notwithstanding the foregoing, such Loan Party shall obtain or cause to be obtained an ALTA survey complying with the requirements set forth in Schedule 5.10(b) together with a surveyor’s certificate for any real property that becomes Collateral pursuant to this section to the extent that the title company will not remove the survey exception (or endorse over such exception) without an ALTA survey) or (2) where an amendment to an existing Mortgage has been delivered pursuant to clause (i) instead of a Mortgage, an endorsement to the existing title policy adding such property as an insured parcel, or a new title policy if the requirements in the state in which the real property is located do not allow for such an endorsement, and (y) any consents or estoppels reasonably deemed necessary or advisable by the Administrative Agent or the Collateral Agent in connection with such Mortgage or Mortgage amendment (to the extent obtainable using commercially reasonable efforts), each of the foregoing in form and substance reasonably satisfactory to the Collateral Agent, (iii) if requested by the Administrative Agent, deliver to the Administrative Agent and the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent and the Collateral Agent, Agent and (iv) if requested by deliver to the Administrative Agent a notice identifying, and upon the Administrative Agent’s request and subject to any contractual restrictions contained therein, provide a copy of, the consultant’s reports, environmental site assessments or other documents relied upon by the Borrower or any other Loan Party to determine that any such Real Property included in such Collateral does not contain Hazardous Materials of a form or type or in a quantity or location that could reasonably be expected to result in a material Environmental Liability. Holdings or the Collateral AgentBorrower shall use commercially reasonable efforts to deliver to the Administrative Agent estoppel certificates from the landlord with respect to each leased Mortgaged Property, deliver confirming the nonexistence of any default thereunder and certain other information with respect to such lease, each of the foregoing in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent a current appraisal of such real property or other valuation of such Loan Party’s interest therein in a form and by an appraiser reasonably acceptable to the Administrative Agent, (v) deliver to the Administrative Agent and the Collateral Agent a SFHDF with respect to such real property and, to the extent that the SFHDF indicates that such real property is in a Special Flood Hazard Area as designated by the Federal Emergency Management Agency, proof that adequate flood insurance, as required under the National Flood Insurance Program, has been obtained with respect to such real property and (vi) deliver evidence of zoning compliance satisfactory to the Collateral Agent or Administrative Agent. (c) With respect to (i) any new Subsidiary (other than an Excluded Foreign Subsidiary or a Receivables Subsidiary) created or acquired after the Closing Date (which, for the purposes of this paragraph, shall include any existing Subsidiary that ceases to be an Excluded Foreign Subsidiary at any time after the Closing Date) by the Borrower or any of the Restricted Subsidiaries or Subsidiaries, promptly (ii) any domestic Immaterial Subsidiary or domestic Unrestricted Subsidiary that is designated as a Restricted Subsidiary in accordance with Section 6.11and, in each case, after the Funds Availability Dateany event, within twenty (20) 20 days following such creation or the date of such creation, acquisition or designation the Borrower or the applicable Restricted Subsidiary shall acquisition) (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments or supplements to the Guarantee and Collateral Agreement as the Administrative Agent and or the Collateral Agent deem deems necessary or reasonably advisable to grant to the Collateral Agent, for the benefit of the Senior Secured Parties, a valid, perfected first priority security interest (subject to Liens expressly permitted by clauses (b) or (d) of Section 6.02) in the Capital Stock of Equity Interests in such new Subsidiary that is are owned by the Borrower or any Loan Party (subject only to of the Liens permitted by clause (e) of Section 6.02)Subsidiaries, (ii) deliver to the Collateral Agent any certificates the certificates, if any, representing such Capital StockEquity Interests, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Restricted Subsidiary, as the case may be, (iii) cause such Subsidiary that is a wholly-owned new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, Agreement (and provide Guarantees of the Obligations) and the Intellectual Property Security Agreements and (B) to take such actions necessary or advisable to grant to the Collateral Agent Agent, for the benefit of the Senior Secured Parties Parties, a perfected first priority security interest (subject, in the case of property not constituting Pledged Securities, to Permitted Liens, and in the case of Pledged Securities, subject to Liens expressly permitted by Section 6.02(e)6.02) in the Collateral described in the Guarantee and Collateral Agreement and the Intellectual Property Security Agreement with respect to such new Subsidiary, including the recording of instruments in the United States Patent and Trademark Office and the United States Copyright Office and the filing of Uniform Commercial Code UCC financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement, the Intellectual Property Security Agreement or by Applicable Law law or as may be reasonably requested by the Administrative Agent or the Collateral Agent and (iv) if requested by the Administrative Agent, deliver to the Administrative Agent and the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent and the Collateral Agent. (d) With respect to (i) any Excluded Foreign Subsidiary created or acquired after the Funds Availability Closing Date and directly owned by the Borrower or any Loan Party or (ii) any foreign Immaterial Subsidiary or foreign Unrestricted Subsidiary that is designated as a Restricted Subsidiary in accordance with Section 6.11 and directly owned by any Loan Party, in each case, after the Funds Availability Date of its Domestic Subsidiaries, promptly (and, in any event, within 30 60 days of the following such creation or acquisition thereofthe date of such acquisition) (Ai) execute and deliver to the Administrative Agent and the Collateral Agent (x) such amendments to the Guarantee and Collateral Agreement as the Administrative Agent or the Collateral Agent deems necessary or reasonably advisable and/or (y) a Foreign Pledge Agreement, in each case order to grant to the Collateral Agent, for the benefit of the Senior Secured Parties, a perfected first priority security interest (subject to Liens expressly permitted by clauses (b) or (d) of Section 6.02) in the Capital Stock of Equity Interests in such new Excluded Foreign Subsidiary that is directly owned by the Borrower or any such Loan Party of its Domestic Subsidiaries (subject only to the Liens permitted by clause (e) of Section 6.02 and provided that in no event shall more than 65% of the total outstanding voting Capital Stock of Equity Interests in any such new Excluded Foreign Subsidiary be required to be so pledged), (Bii) if commercially reasonable, deliver to the Collateral Agent the certificates (if applicable) representing such Capital StockEquity Interests, together with undated stock powerpowers, in blank, executed and delivered by a duly authorized officer of the relevant Loan PartyBorrower or such Domestic Subsidiary, as the case may be, and take such other action as may be necessary or, in the opinion of the Administrative Agent or the Collateral Agent, desirable to perfect the Collateral Agent’s security interest therein, of the Collateral Agent thereon and (Ciii) if requested by the Administrative Agent, deliver to the Administrative Agent and the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent and the Collateral Agent.

Additional Collateral, etc. (a) With respect to any property Property --------------------------------- acquired after the Funds Availability Restatement Effective Date by any Loan Party the Company (other than Excluded Assets, Excluded Perfection Assets and (x) any property Property described in paragraph (b), ) or (c) or below and (dy) belowany Property subject to a Lien expressly permitted by Section 8.3(g)) as to which the Collateral Administrative Agent, for the benefit of the Senior Secured PartiesLenders, does not have a perfected Lien, promptly (and, in any event within 20 Business Days following the date of such acquisition) (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Collateral Administrative Agent deems necessary or reasonably advisable in order to grant to the Collateral Administrative Agent, for the benefit of the Senior Secured PartiesLenders, a security interest in such property Property and (ii) take all actions necessary or reasonably advisable to grant to the Collateral Administrative Agent, for the benefit of the Senior Secured PartiesLenders, a perfected first priority security interest in such property (subject, in the case of property not constituting Pledged Securities, to Permitted Liens, and in the case of Pledged Securities, to Liens permitted by Section 6.02(e))Property, including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Collateral Administrative Agent. (b) With respect to any fee interest acquired after the Restatement Effective Date by the Company in any real property or any lease consisting located in the United States having a fair market value (together with improvements thereof) of real property acquired or leased after the Funds Availability Date by any Loan Party (other than any Excluded Assets and Excluded Perfection Assets) within ninety (90) days after the acquisition or leasing thereof at least $5,000,000, promptly (i) execute and deliver a first priority Mortgage (subject only to Liens permitted by clauses (a), (f) and (g) of Section 6.02) or where appropriate under the circumstances, an amendment to an existing Mortgage, in each case in favor of the Collateral Administrative Agent, for the benefit of the Senior Secured PartiesLenders, covering such real property, (ii) if requested by the Administrative Agent, provide the Senior Secured Parties Lenders with (x) either (1) (A) title and extended coverage insurance covering such real property in an amount at least equal to the purchase price of such real property estate (or such other amount as shall be reasonably specified by the Administrative Agent) in form and substance reasonably satisfactory to the Administrative Agent; and (B) as well as a current ALTA survey thereof, complying with the requirements set forth in Schedule 5.10(b) together with a surveyor’s 's certificate (only with respect to (i) any power plant, (ii) any improved real property, and (iii) any other real property for which an ALTA survey was obtained when such property was acquired. Notwithstanding the foregoing, such Loan Party shall obtain or cause to be obtained an ALTA survey complying with the requirements set forth in Schedule 5.10(b) together with a surveyor’s certificate for any real property that becomes Collateral pursuant to this section to the extent that the title company will not remove the survey exception (or endorse over such exception) without an ALTA survey) or (2) where an amendment to an existing Mortgage has been delivered pursuant to clause (i) instead of a Mortgage, an endorsement to the existing title policy adding such property as an insured parcel, or a new title policy if the requirements customary under local practice in the state in which the real property is located do not allow for such an endorsement, relevant jurisdiction and (y) any consents or estoppels reasonably deemed necessary or advisable by the Administrative Agent or the Collateral Agent in connection with such Mortgage mortgage or Mortgage amendment (to the extent obtainable using commercially reasonable efforts)deed of trust, each of the foregoing in form and substance reasonably satisfactory to the Collateral Agent, Administrative Agent and (iii) if requested by the Administrative Agent, deliver to the Administrative Agent and the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent and Agent; provided, however, that the Collateral Agent, provisions of this clause (ivb) if requested by the Administrative Agent or the Collateral Agent, deliver to the Administrative Agent and the Collateral Agent a current appraisal of such real property or other valuation of such Loan Party’s interest therein in a form and by an appraiser reasonably acceptable to the Administrative Agent, (v) deliver to the Administrative Agent and the Collateral Agent a SFHDF -------- ------- shall not apply with respect to such fee interests in real property and, to the extent that the SFHDF indicates that (x) such real property is subject to a Lien expressly permitted by Section 8.3(g) or (y) the Administrative Agent determines that the costs of obtaining a security interest in a Special Flood Hazard Area as designated by the Federal Emergency Management Agency, proof that adequate flood insurance, as required under the National Flood Insurance Program, has been obtained with respect to such real property and (vi) deliver evidence of zoning compliance satisfactory are excessive in relation to the Collateral Agent or Administrative Agentvalue of the security to be afforded thereby. (c) With respect to (i) any new Subsidiary (other than an Excluded Subsidiary) created or acquired after the Restatement Effective Date by the Borrower Company or any of the Restricted Subsidiaries or (ii) any domestic Immaterial Subsidiary or domestic Unrestricted Subsidiary that is designated as a Restricted Subsidiary in accordance with Section 6.11its Subsidiaries, in each case, after the Funds Availability Date, within twenty (20) days of such creation, acquisition or designation the Borrower or the applicable Restricted Subsidiary shall promptly: (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement or an additional Pledge Agreement, and take such other actions, as the Administrative Agent and or the Collateral Syndication Agent deem deems necessary or reasonably advisable in order to grant to the Collateral Administrative Agent, for the benefit of the Senior Secured Partiesrelevant Lenders, a perfected first priority security interest in the Capital Stock of such new Subsidiary that which is owned by the Company or any Loan Party (subject only of its Subsidiaries, including, without limitation, the delivery to the Liens permitted by clause (e) Administrative Agent of Section 6.02), (ii) deliver to the Collateral Agent any certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower Company or such Restricted Subsidiary, as the case may be; (iiiii) cause such Subsidiary that is a wholly-owned Subsidiary (A) to become a party to in the Guarantee and Collateral Agreementcase of any Domestic Subsidiary, and (B) to take such actions necessary or advisable to grant to the Collateral Administrative Agent for the benefit of the Senior Secured Parties Lenders a perfected first priority security interest in the Capital Stock of such new Subsidiary; (subject, iii) in the case of property not constituting Pledged Securities, to Permitted Liens, and in the case of Pledged Securities, to Liens permitted by Section 6.02(e)) in the Collateral described in the Guarantee and Collateral Agreement with respect to such new any Foreign Subsidiary, including the filing of Uniform Commercial Code financing statements in cause such jurisdictions as may be required by the Guarantee and Collateral Agreement or by Applicable Law or as may be reasonably requested by the Administrative Agent and Subsidiary to execute a Foreign Obligations Guarantor Joinder Agreement; and (iv) if requested by the Administrative Agent, deliver to the Administrative Agent and the Collateral Agent legal opinions and any other necessary documentation relating to the matters described above, which opinions and documentation shall be in form and substance, and and, in the case of opinions, from counsel, reasonably satisfactory to the Administrative Agent and the Collateral Agent. (d) With ; provided, however, that any actions described in this Section 7.10 need not be -------- ------- taken by or with respect to (i) any Foreign Subsidiary created or acquired after the Funds Availability Date and directly owned by any Loan Party or (ii) any foreign Immaterial Subsidiary or foreign Unrestricted Subsidiary that is designated as a Restricted Subsidiary in accordance with Section 6.11 and directly owned by any Loan Party, in each case, after the Funds Availability Date , promptly (and, in any event, within 30 days of the creation or acquisition thereof) (A) execute and deliver to the Administrative Agent and the Collateral Agent extent that (x) such amendments to Foreign Subsidiary and its Subsidiaries had consolidated revenues for the Guarantee immediately preceding four fiscal quarters and Collateral Agreement consolidated assets as of the Collateral Agent deems necessary or reasonably advisable and/or last day of the most recently completed fiscal quarter which were less than $2,500,000, (y) a Foreign Pledge Agreement, in each case to grant to the Collateral Agent, for the benefit of the Senior Secured Parties, a perfected first priority security interest in the Capital Stock taking of such Foreign Subsidiary that is owned by any such Loan Party (subject only to the Liens permitted by clause (e) of Section 6.02 and provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such Foreign Subsidiary be required to be so pledged), (B) if commercially reasonable, deliver to the Collateral Agent the certificates representing such Capital Stock, together with undated stock power, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and take such other action as may be necessary orwould, in the opinion good faith judgment of the Company (which shall be promptly notified in writing to the Administrative Agent), cause such the Company or any of its Subsidiaries to be subject to material adverse tax consequences or would cause the Company or any of its Subsidiaries (or any of its respective officers, directors or employees) to be subject to material adverse legal consequences or (z) in the reasonable judgment of the Administrative Agent, desirable to perfect the Collateral Agent’s security interest therein, and (C) if requested by the Administrative Agent, deliver costs related to the Administrative Agent and the Collateral Agent legal opinions relating taking of such actions would be uneconomic relative to the matters described above, benefits which opinions shall would reasonably be in form and substance, and from counsel, reasonably satisfactory expected to the Administrative Agent and the Collateral Agentbe afforded therefrom.

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

Additional Collateral, etc. (a) With respect to any property Property (other than Vehicles, cash, Cash Equivalents, Foreign Cash Equivalents and other assets expressly excluded from the Collateral or excluded from the requirement that a Lien is perfected on such Property pursuant to the First Lien Security Documents) located in the United States acquired after the Funds Availability Closing Date by any Loan Party (other than Excluded Assets, Excluded Perfection Assets (x) any interests in real property and any property Property described in paragraph (b)) of this Section 6.8, (cy) or any Property subject to a Lien expressly permitted by Section 7.3(g) and (dz) belowInstruments, Certificated Securities, Securities and Chattel Paper, which are referred to in the last sentence of this paragraph (a)) as to which the Collateral Agent, Agent for the benefit of the Senior Secured Parties, Parties does not have a perfected Lien, promptly (andpromptly, but in any event case within 20 Business Days following the date of such acquisition) 30 days, (i) give notice of such Property to the Collateral Agent and execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Collateral Agent reasonably requests to grant to the Collateral Agent for the benefit of the Secured Parties a security interest in such Property and (ii) take all actions reasonably requested by the Collateral Agent to grant to the Collateral Agent for the benefit of the Secured Parties a perfected security interest (to the extent required by the First Lien Security Documents and with the priority required by Section 4.17) in such Property (with respect to Property of a type owned by a Loan Party as of the Closing Date to the extent the Collateral Agent for the benefit of the Secured Parties, has a perfected security interest in such Property as of the Closing Date), including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Collateral Agent. Any Instrument, Certificated Security (other than in respect of the Capital Stock of any Subsidiary), Security or Chattel Paper in excess of $100,000 shall be promptly delivered to the Collateral Agent indorsed in a manner reasonably satisfactory to the Collateral Agent to be held as Collateral pursuant to the relevant First Lien Security Document. (b) With respect to any fee interest in any real property located in the United States having a value (together with improvements thereof) of at least $1,000,000 acquired after the Closing Date by any Loan Party (other than any such real property subject to a Lien expressly permitted by Section 7.3(g)) within 30 days of such acquisition, (i) give notice of such acquisition to the Collateral Agent and, if requested by the Collateral Agent execute and deliver a first priority Mortgage (subject to Liens permitted by Section 7.3) in favor of the Collateral Agent for the benefit of the Secured Parties, covering such real property (provided that no Mortgage nor survey shall be obtained if the Collateral Agent reasonably determines in consultation with the Borrower that the costs of obtaining such Mortgage or survey are excessive in relation to the value of the security to be afforded thereby), (ii) if reasonably requested by the Collateral Agent (A) provide the Lenders with a lenders’ title insurance policy with extended coverage covering such real property in an amount at least equal to the purchase price of such real property (or such other amount as shall be reasonably specified by the Collateral Agent) as well as a current ALTA survey thereof, together with a surveyor’s certificate unless the title insurance policy referred to above shall not contain an exception for any matter shown by a survey (except to the extent an existing survey has been provided and specifically incorporated into such title insurance policy), each in form and substance reasonably satisfactory to the Collateral Agent, and (B) use commercially reasonable efforts to obtain any consents or estoppels reasonably deemed necessary by the Collateral Agent, in connection with such Mortgage, each of the foregoing in form and substance reasonably satisfactory to the Collateral Agent and (iii) if requested by the Collateral Agent deliver to the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agent. (c) With respect to any new Domestic Subsidiary that is a Material Subsidiary created or acquired after the Closing Date (which, for the purposes of this paragraph, shall include (x) any previously non-wholly owned Domestic Subsidiary that becomes wholly owned and is a Material Subsidiary and (y) any Domestic Subsidiary that was previously an Immaterial Subsidiary and becomes a Material Subsidiary or a Subsidiary which is a Material Subsidiary, as applicable) by any Loan Party, promptly, but in any case within 30 days of such acquisition, (i) give notice of such acquisition or creation to the Collateral Agent and, if requested by the Collateral Agent, execute and deliver to the Collateral Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Collateral Agent reasonably deems necessary to grant to the Collateral Agent for the benefit of the Secured Parties a perfected security interest (to the extent required by the First Lien Security Documents and with the priority required by Section 4.17) in the Capital Stock of such new Subsidiary that is owned by such Loan Party, (ii) deliver to the Collateral Agent the certificates, if any, representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of such Loan Party, and (iii) if such new Subsidiary is a wholly owned Domestic Subsidiary (and is not an Immaterial Subsidiary), cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement and (B) to take such actions necessary or reasonably advisable to grant to the Collateral Agent for the benefit of the Secured Parties a perfected security interest (to the extent required by the First Lien Security Documents and with the priority required by Section 4.17) in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary (to the extent the Collateral Agent, for the benefit of the Senior Secured Parties, has a perfected security interest in such property and (ii) take all actions necessary or reasonably advisable to grant to the same type of Collateral Agent, for the benefit as of the Senior Secured Parties, a perfected first priority security interest in such property (subject, in the case of property not constituting Pledged Securities, to Permitted Liens, and in the case of Pledged Securities, to Liens permitted by Section 6.02(e)Closing Date), including including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Collateral Agent. (bd) With respect to any fee interest in any real property new Foreign Subsidiary directly owned by Holdings, the Borrower or any lease consisting of real property a Domestic Subsidiary that is a Material Subsidiary created or acquired or leased after the Funds Availability Closing Date (which, for the purposes of this paragraph, shall include any Foreign Subsidiary directly owned by Holdings, the Borrower or a Domestic Subsidiary that previously was an Immaterial Subsidiary and becomes a Material Subsidiary or a Subsidiary which is a Material Subsidiary, as applicable) by any Loan Party (other than Party, promptly, but in any Excluded Assets and Excluded Perfection Assets) case within ninety (90) 30 days after the acquisition or leasing thereof of such acquisition, (i) execute and deliver a first priority Mortgage (subject only give notice of such acquisition or creation to Liens permitted the Collateral Agent and, if requested by clauses (a), (f) and (g) of Section 6.02) or where appropriate under the circumstances, an amendment to an existing Mortgage, in each case in favor of the Collateral Agent, for the benefit of the Senior Secured Parties, covering such real property, (ii) if requested by the Administrative Agent, provide the Senior Secured Parties with (x) either (1) (A) title insurance covering such real property in an amount at least equal to the purchase price of such real property (or such other amount as shall be reasonably specified by the Administrative Agent) in form and substance reasonably satisfactory to the Administrative Agent; and (B) a current ALTA survey thereof, complying with the requirements set forth in Schedule 5.10(b) together with a surveyor’s certificate (only with respect to (i) any power plant, (ii) any improved real property, and (iii) any other real property for which an ALTA survey was obtained when such property was acquired. Notwithstanding the foregoing, such Loan Party shall obtain or cause to be obtained an ALTA survey complying with the requirements set forth in Schedule 5.10(b) together with a surveyor’s certificate for any real property that becomes Collateral pursuant to this section to the extent that the title company will not remove the survey exception (or endorse over such exception) without an ALTA survey) or (2) where an amendment to an existing Mortgage has been delivered pursuant to clause (i) instead of a Mortgage, an endorsement to the existing title policy adding such property as an insured parcel, or a new title policy if the requirements in the state in which the real property is located do not allow for such an endorsement, and (y) any consents or estoppels reasonably deemed necessary or advisable by the Administrative Agent or the Collateral Agent in connection with such Mortgage or Mortgage amendment (to the extent obtainable using commercially reasonable efforts), each of the foregoing in form and substance reasonably satisfactory to the Collateral Agent, (iii) if requested by the Administrative Agent, deliver to the Administrative Agent and the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent and the Collateral Agent, (iv) if requested by the Administrative Agent or the Collateral Agent, deliver to the Administrative Agent and the Collateral Agent a current appraisal of such real property or other valuation of such Loan Party’s interest therein in a form and by an appraiser reasonably acceptable to the Administrative Agent, (v) deliver to the Administrative Agent and the Collateral Agent a SFHDF with respect to such real property and, to the extent that the SFHDF indicates that such real property is in a Special Flood Hazard Area as designated by the Federal Emergency Management Agency, proof that adequate flood insurance, as required under the National Flood Insurance Program, has been obtained with respect to such real property and (vi) deliver evidence of zoning compliance satisfactory to the Collateral Agent or Administrative Agent. (c) With respect to (i) any new Subsidiary (other than an Excluded Subsidiary) created or acquired by the Borrower or any of the Restricted Subsidiaries or (ii) any domestic Immaterial Subsidiary or domestic Unrestricted Subsidiary that is designated as a Restricted Subsidiary in accordance with Section 6.11, in each case, after the Funds Availability Date, within twenty (20) days of such creation, acquisition or designation the Borrower or the applicable Restricted Subsidiary shall (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent and the Collateral Agent deem deems necessary or reasonably advisable in order to grant to the Collateral Agent, for the benefit of the Senior Secured Parties, a perfected first priority security interest (to the extent required by the First Lien Security Documents and with the priority required by Section 4.17) in the Capital Stock of such new Subsidiary that is owned by any such Loan Party (subject only provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any Foreign Subsidiary be required to the Liens permitted by clause (e) of Section 6.02be so pledged), and (ii) to the extent permitted by applicable law, deliver to the Collateral Agent any certificates the certificates, if any, representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Restricted Subsidiary, (iii) cause such Subsidiary that is a wholly-owned Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, and (B) to take such actions necessary or advisable to grant to the Collateral Agent for the benefit of the Senior Secured Parties a perfected first priority security interest (subject, in the case of property not constituting Pledged Securities, to Permitted Liens, and in the case of Pledged Securities, to Liens permitted by Section 6.02(e)) in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by Applicable Law or as may be reasonably requested by the Administrative Agent and (iv) if requested by the Administrative Agent, deliver to the Administrative Agent and the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent and the Collateral Agent. (d) With respect to (i) any Foreign Subsidiary created or acquired after the Funds Availability Date and directly owned by any Loan Party or (ii) any foreign Immaterial Subsidiary or foreign Unrestricted Subsidiary that is designated as a Restricted Subsidiary in accordance with Section 6.11 and directly owned by any Loan Party, in each case, after the Funds Availability Date , promptly (and, in any event, within 30 days of the creation or acquisition thereof) (A) execute and deliver to the Administrative Agent and the Collateral Agent (x) such amendments to the Guarantee and Collateral Agreement as the Collateral Agent deems necessary or reasonably advisable and/or (y) a Foreign Pledge Agreement, in each case to grant to the Collateral Agent, for the benefit of the Senior Secured Parties, a perfected first priority security interest in the Capital Stock of such Foreign Subsidiary that is owned by any such Loan Party (subject only to the Liens permitted by clause (e) of Section 6.02 and provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such Foreign Subsidiary be required to be so pledged), (B) if commercially reasonable, deliver to the Collateral Agent the certificates representing such Capital Stock, together with undated stock power, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and take such other action as may be necessary or, in the reasonable opinion of the Administrative Collateral Agent, desirable necessary to perfect or ensure appropriate priority the Lien of the Collateral Agent’s security interest thereinAgent thereon. (e) Notwithstanding anything to the contrary in any First Lien Loan Document, and (C) if requested by this Section 6.8 shall not apply with respect to any collateral to the Administrative Agent, deliver to extent the Administrative Agent and has reasonably determined that the Collateral Agent legal opinions relating value of such collateral to which this Section 6.8 would otherwise apply is insufficient to justify the matters described abovedifficulty, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent and the Collateral Agenttime and/or expense of obtaining a perfected Lien therefrom.

Additional Collateral, etc. (a) With respect to any property Collateral acquired after the Funds Availability Closing Date or with respect to any property or asset which becomes Collateral pursuant to the definition thereof after the Closing Date or, in the case of inventory or equipment that is part of the Collateral, any material Collateral moved after the Closing Date by the Borrower or any other Loan Party (other than Excluded Assets, Excluded Perfection Assets and any property Collateral described in paragraph paragraphs (b), (c) or (d) belowof this Section) as to which the Collateral AgentTrustee, for the benefit of the Senior Secured Parties, does not have a perfected Liensecurity interest, promptly (and, in any event event, within 20 Business Days following the date of such acquisitionacquisition or designation) (i) execute and deliver to the Administrative Agent, the Collateral Agent and the Collateral Agent Trustee such amendments to the Guarantee and Collateral Agreement or such other documents Security Documents as the Collateral Agent or the Collateral Trustee, as the case may be, deems necessary or reasonably advisable to grant to the Collateral AgentTrustee, for the benefit of the Senior Secured Parties, a security interest in such property Collateral and (ii) take all actions necessary or reasonably advisable requested by the Administrative Agent to grant to the Collateral AgentTrustee, for the benefit of the Senior Secured Parties, a perfected (subject to the limitations set forth in Section 3.19) first priority security interest in such property Collateral (subjectother than any Excluded Perfection Assets and, except with respect to Pledged Securities in the case possession of property not constituting Pledged Securitiesthe Collateral Trustee, subject to Permitted Liens, and in the case respect of Pledged SecuritiesSecurities in the possession of the Collateral Trustee, to the Permitted Liens permitted by Section 6.02(e)set forth in clauses (h) and (ff) of the definition thereof), including the filing of Uniform Commercial Code UCC financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent, the Collateral AgentAgent or the Collateral Trustee (it being understood and agreed that no Control Agreements shall be required pursuant to this paragraph in respect of any Counterparty Accounts). (b) With respect to any fee interest in any Collateral consisting of real property or any lease of Collateral consisting of real property acquired or leased after the Funds Availability Closing Date by the Borrower or any other Loan Party or which becomes Collateral pursuant to the definition thereof (other than any Excluded Assets and Excluded Perfection Assets) ), promptly (and, in any event, within ninety (90) 60 days after following the date of such acquisition or leasing thereof such longer period as consented to by the Administrative Agent in its sole discretion) (i) execute and deliver a first priority Mortgage (subject only to Liens permitted by clauses (a), (f) and (g) of Section 6.02) or where appropriate under the circumstances, an amendment to an existing Mortgage, in each case in favor of the Collateral AgentTrustee, for the benefit of the Senior Secured Parties, covering such real propertyproperty and complying with the provisions herein and in the Security Documents, (ii) if requested by the Administrative Agent, provide the Senior Secured Parties with (x) either (1) (A) title and extended coverage insurance (or, if approved by the Administrative Agent in its sole discretion, a UCC title insurance policy) covering such real property in an amount at least equal to the purchase price of such real property (or such other amount as shall be reasonably specified by the Administrative Agent) in form and substance , the Collateral Agent or the Collateral Trustee, which may be the value of the generation assets, if applicable, situated thereon), together with such endorsements as are reasonably satisfactory to required by the Administrative Agent; , the Collateral Agent or the Collateral Trustee and (B) are obtainable in the State in which such Mortgaged Property is located, as well as a current ALTA survey thereof, thereof complying with the requirements set forth in Schedule 5.10(b5.09(b) and all of the other provisions herein and in the Security Documents, together with a surveyor’s certificate (only with respect to (i) any power plant, (ii) any improved real property, and (iii) any other real property for which an ALTA survey was obtained when such property was acquired. Notwithstanding the foregoing, such Loan Party shall obtain or cause to be obtained an ALTA survey complying with the requirements set forth in Schedule 5.10(b) together with a surveyor’s certificate for any real property that becomes Collateral pursuant to this section to the extent that the title company will not remove the survey exception (or endorse over such exception) without an ALTA survey) or (2) where an amendment to an existing Mortgage has been delivered pursuant to clause (i) instead of a Mortgage, an endorsement to the existing title policy adding such property as an insured parcel, or a new title policy if the requirements in the state in which the real property is located do not allow for such an endorsement, and (yB) any consents or estoppels reasonably deemed necessary or advisable by the Administrative Agent, the Collateral Agent or the Collateral Agent Trustee in connection with such Mortgage or Mortgage amendment (to the extent obtainable using commercially reasonable efforts)Mortgage, each of the foregoing in form and substance reasonably satisfactory to the Administrative Agent, the Collateral AgentAgent and the Collateral Trustee, (iii) if any such Collateral (other than any Excluded Perfection Assets) consisting of fee-owned real property is required to be insured pursuant to the Flood Disaster Protection Act of 1973 or the National Flood Insurance Act of 1968, and the regulations promulgated thereunder, because it is located in an area which has been identified by the Secretary of Housing and Urban Development as a “special flood hazard area,” deliver to the Administrative Agent (A) a policy of flood insurance that (1) covers such Collateral and (2) is written in an amount reasonably satisfactory to the Administrative Agent, (B) a “life of loan” standard flood hazard determination with respect to such Collateral and (C) a confirmation that the Borrower or such other Loan Party has received the notice requested pursuant to Section 208(e)(3) of Regulation H of the Board, (iv) if reasonably requested by the Administrative Agent, deliver to the Administrative Agent, the Collateral Agent and the Collateral Agent Trustee legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent, the Collateral Agent and the Collateral Agent, (iv) if requested by the Administrative Agent or the Collateral Agent, deliver to the Administrative Agent Trustee and the Collateral Agent a current appraisal of such real property or other valuation of such Loan Party’s interest therein in a form and by an appraiser reasonably acceptable to the Administrative Agent, (v) deliver to the Administrative Agent and a notice identifying the Collateral Agent a SFHDF with respect consultant’s reports, environmental site assessments or other documents relied upon by the Borrower or any other Loan Party to determine that any such real property andincluded in such Collateral does not contain Hazardous Materials of a form or type or in a quantity or location that could, or to determine that the operations on any such real property included in such Collateral is in compliance with Environmental Law except to the extent that the SFHDF indicates that such real property is any non-compliance could not, reasonably be expected to result in a Special Flood Hazard Area as designated by the Federal Emergency Management Agency, proof that adequate flood insurance, as required under the National Flood Insurance Program, has been obtained with respect to such real property and (vi) deliver evidence of zoning compliance satisfactory to the Collateral Agent or Administrative Agentmaterial Environmental Liability. (c) With respect to (i) any new Subsidiary (other than an Unrestricted Subsidiary or an Excluded Subsidiary) created or acquired after the Closing Date (which, for the purposes of this paragraph, shall include any existing Subsidiary that ceases to be an Unrestricted Subsidiary, an Excluded Foreign Subsidiary or an Excluded Project Subsidiary) by the Borrower or any of the Restricted Subsidiaries or Subsidiaries, promptly (ii) any domestic Immaterial Subsidiary or domestic Unrestricted Subsidiary that is designated as a Restricted Subsidiary in accordance with Section 6.11and, in each case, after the Funds Availability Dateany event, within twenty (20) 20 days following such creation or the date of such creationacquisition), acquisition or designation the Borrower or the applicable Restricted Subsidiary shall (i) execute and deliver to the Administrative Agent, the Collateral Agent and the Collateral Agent Trustee such amendments to the Guarantee and Collateral Agreement as the Administrative Agent and Agent, the Collateral Agent deem or the Collateral Trustee deems necessary or reasonably advisable to grant to the Collateral AgentTrustee, for the benefit of the Senior Secured Parties, a valid, perfected first priority security interest in the Capital Stock of Equity Interests in such new Subsidiary that is are owned by the Borrower or any Loan Party (subject only to of the Liens permitted by clause (e) of Section 6.02)Subsidiaries, (ii) deliver to the Collateral Agent any certificates Trustee the certificates, if any, representing such Capital StockEquity Interests, together with undated instruments of transfer or stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Restricted Subsidiary, as the case may be, (iii) cause such new Subsidiary that is a wholly-owned not an Excluded Subsidiary or an Unrestricted Subsidiary (A) to become a party to the Guarantee and Collateral AgreementAgreement to, among other things, provide Guarantees of the Guaranteed Obligations hereunder, the Collateral Trust Agreement and the Intellectual Property Security Agreements and (B) to take such actions necessary or advisable reasonably requested by the Administrative Agent to grant to the Collateral Agent Trustee, for the benefit of the Senior Secured Parties Parties, a perfected (subject to the limitations set forth in Section 3.19) first priority security interest (subject, in the case of property not constituting except with respect to Pledged Securities, subject to Permitted Liens, and in the case respect of Pledged Securities, to the Permitted Liens permitted by Section 6.02(e)in clause (h) of the definition thereof) in the Collateral described in the Guarantee and Collateral Agreement and the Intellectual Property Security Agreement with respect to such new Subsidiary that is not an Excluded Subsidiary, including the recording of instruments in the United States Patent and Trademark Office and the United States Copyright Office (but not in any intellectual property offices in any jurisdiction outside the United States), the execution and delivery by all necessary Persons of Control Agreements (other than with respect to any Counterparty Accounts) and the filing of Uniform Commercial Code UCC financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by Applicable Law law or as may be reasonably requested by the Administrative Agent, the Collateral Agent or the Collateral Trustee and (iv) if requested by deliver to the Administrative Agent, deliver to the Administrative Collateral Agent and the Collateral Agent Trustee, if reasonably requested, legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent, the Collateral Agent and the Collateral AgentTrustee. (d) With respect to (i) any new Excluded Foreign Subsidiary (other than an Unrestricted Subsidiary or an Excluded Subsidiary pursuant to clause (ii) or (iii) of the definition thereof that is a subsidiary of an Excluded Foreign Subsidiary) created or acquired after the Funds Availability Closing Date and directly owned by the Borrower or any Loan Party or (ii) any foreign Immaterial Subsidiary or foreign Unrestricted Subsidiary that is designated as a Restricted Subsidiary in accordance with Section 6.11 and directly owned by any Loan Party, in each case, after the Funds Availability Date of its Subsidiaries, promptly (and, in any event, within 30 25 days of the following such creation or acquisition thereofthe date of such acquisition) (Ai) execute and deliver to the Administrative Agent, the Collateral Agent and the Collateral Agent (x) Trustee such amendments to the Guarantee and Collateral Agreement as the Administrative Agent, the Collateral Agent or the Collateral Trustee deems necessary or reasonably advisable and/or (y) a Foreign Pledge Agreement, in each case order to grant to the Collateral AgentTrustee, for the benefit of the Senior Secured Parties, a perfected first priority security interest in the Capital Stock of Equity Interests in such new Excluded Foreign Subsidiary that is directly owned by the Borrower or any such Loan Party of its Domestic Subsidiaries (subject only to the Liens permitted by clause (e) of Section 6.02 and provided that in no event shall more than 6566% of the total outstanding voting Capital Stock of first-tier Equity Interests in any such new Excluded Foreign Subsidiary be required to be so pledged), (Bii) if commercially reasonable, deliver to the Collateral Agent Trustee the certificates representing such Capital StockEquity Interests, together with undated instruments of transfer or stock powerpowers, in blank, executed and delivered by a duly authorized officer of the relevant Loan PartyBorrower or such Domestic Subsidiary, as the case may be, and take such other action as may be necessary or, in the reasonable opinion of the Administrative Agent, the Collateral Agent or the Collateral Trustee, desirable to perfect the Collateral Agent’s security interest therein, of the Collateral Trustee thereon and (Ciii) if requested by deliver to the Administrative Agent, deliver to the Administrative Collateral Agent and the Collateral Agent Trustee, if reasonably requested, legal opinions (which may be delivered by in-house counsel if admitted in the relevant jurisdiction) relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent, the Collateral Agent and the Collateral AgentTrustee.

Additional Collateral, etc. (a) With respect to any property (to the extent included in the definition of Collateral and not constituting Excluded Assets) acquired after the Funds Availability Restatement Date by any Loan Party or Enterasys (other than Excluded Assets, Excluded Perfection Assets and (x) any property described in paragraph (b), ) or (c) or below, and (dy) belowany property subject to a Lien expressly permitted by Section 7.3(g)) as to which the Collateral Administrative Agent, for the ratable benefit of the Senior Secured Parties, does not have a perfected Lien, promptly (and, in any event within 20 Business Days following the date of such acquisition) (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement, the Enterasys Pledge Agreement or such other documents as the Collateral Administrative Agent deems may reasonably deem necessary or reasonably advisable to evidence that such Loan Party is a Guarantor and to grant to the Collateral Administrative Agent, for the ratable benefit of the Senior Secured Parties, a security interest in such property and (ii) take all actions necessary or advisable in the opinion of the Administrative Agent to grant to the Administrative Agent, for the ratable benefit of the Secured Parties, a perfected first priority (except as expressly permitted by Section 7.3) security interest and Lien in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement, the Enterasys Pledge Agreement or by law or as may be requested by the Administrative Agent. (b) With respect to any new direct or indirect Material Domestic Subsidiary of the Borrower created or acquired after the Restatement Date (including any such Material Domestic Subsidiary acquired pursuant to a Permitted Acquisition, and including any Immaterial Subsidiary existing as of the Restatement Date which becomes a Material Domestic Subsidiary after the Restatement Date), promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent reasonably deems necessary or advisable to grant to the Collateral Administrative Agent, for the ratable benefit of the Senior Secured Parties, a perfected first priority security interest and Lien in the Capital Stock of such new Material Domestic Subsidiary that is owned directly or indirectly by the Borrower, (ii) deliver to the Administrative Agent such documents and instruments as may be reasonably required to grant, perfect, protect and ensure the priority of such security interest, including but not limited to, the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or any other applicable Loan Party, (iii) cause such new Material Domestic Subsidiary (A) to become a party to the Guarantee and Collateral Agreement as a Grantor and a Guarantor thereunder, (B) to take such actions as are necessary or advisable in the opinion of the Administrative Agent to grant to the Administrative Agent for the ratable benefit of the Secured Parties a perfected first priority security interest and Lien in the Collateral described in the Guarantee and Collateral Agreement, with respect to such new Material Domestic Subsidiary, including the filing of Uniform Commercial Code financing statements in such property jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent and (subjectC) to deliver to the Administrative Agent a certificate of the secretary (or other equivalent officer) of such Material Domestic Subsidiary of the type described in Section 5.1(c), in form reasonably satisfactory to the Administrative Agent, with appropriate insertions and attachments, and (iv) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions addressing such matters as the Administrative Agent may reasonably specify, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. (c) With respect to any new First Tier Foreign Subsidiary or any First Tier Foreign Subsidiary Holding Company, as applicable, created or acquired after the Restatement Date by any Loan Party or Enterasys, promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement or the Enterasys Pledge Agreement as the Administrative Agent reasonably deems necessary or advisable to grant to the Administrative Agent, for the ratable benefit of the US-DOCS\109358599.12 Secured Parties, a perfected first priority security interest and Lien in the Capital Stock of such new First Tier Foreign Subsidiary or First Tier Foreign Subsidiary Holding Company, as applicable, that is owned by any such Loan Party or Enterasys (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new First Tier Foreign Subsidiary (other than the Irish Guarantor) or First Tier Foreign Subsidiary Holding Company (other than the Irish Guarantor), as applicable, be required to be so pledged), (ii) deliver to the Administrative Agent the certificates representing such Capital Stock (if certificated), together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party or Enterasys, and take such other action (including, as applicable, the delivery of any Foreign Pledge Documents reasonably requested by the Administrative Agent) as may be necessary or, in the case opinion of property not constituting Pledged Securitiesthe Administrative Agent, desirable to Permitted Liensperfect the Administrative Agent’s security interest therein, and (iii) if reasonably requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. (d) Each Loan Party shall use commercially reasonable efforts to obtain a landlord’s agreement or bailee letter, as applicable, from the lessor of its headquarters location and from the lessor of or the bailee related to any other location where in excess of $750,000 of Collateral is stored or located, in each case, if requested by the Administrative Agent, which agreement or letter, in any such case, shall contain a waiver or subordination of all Liens or claims that the landlord or bailee may assert against the Collateral at that location, and shall otherwise be reasonably satisfactory in form and substance to the Administrative Agent. After the Restatement Date, no real property or warehouse space shall be leased by any Loan Party and no Inventory shall be shipped to a processor or converter under arrangements established after the Restatement Date, without the prior written consent of the Administrative Agent or unless and until a reasonably satisfactory landlord agreement or bailee letter, as appropriate, if requested by the Administrative Agent, shall first have been obtained with respect to such location. Each Loan Party shall pay and perform its material obligations under all leases and other agreements with respect to each leased location or public warehouse where any Collateral is or may be located. (e) Not later than 120 days (or such longer period as the Administrative Agent may agree in writing in its discretion) after (i) any Material Real Property is acquired by a Loan Party after the Restatement Date or (ii) an entity becomes a Loan Party if such entity owns Material Real Property at the time it becomes a Loan Party, cause such Material Real Property to be subject to a Lien and Mortgage in favor of the Administrative Agent for the benefit of the Secured Parties and take, or cause the relevant Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect or record such Lien, in each case to the extent required by, and subject to the limitations and exceptions of, the Loan Documents and to otherwise comply with the requirements of the Loan Documents. Notwithstanding anything to the contrary contained in this Section 6.11(e), prior to the execution of any Mortgage for any such Material Real Property, (x) the Borrower shall deliver to the Administrative Agent advance notice of the address of any such Material Real Property and (y) the Administrative Agent shall provide the Lenders with at least 45 days’ prior written notice of the address of such Material Real Property (it being understood that the Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into the accuracy of any such address, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to provide any such notice). (f) With respect to the Irish Guarantor, promptly (i) cause the Irish Guarantor (A) to become a party to the Guarantee and Collateral Agreement as a Grantor and a Guarantor thereunder, (B) to take such actions as are necessary or advisable in the case opinion of Pledged Securitiesthe Administrative Agent to grant to the Administrative Agent for the ratable benefit of the Secured Parties a perfected first priority security interest and Lien in the Collateral described in the Guarantee and Collateral Agreement, with respect to Liens permitted by Section 6.02(e))the Irish Guarantor, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested US-DOCS\109358599.12 by the Collateral Administrative Agent. (b) With respect to any fee interest , and the filing of Form C1 with the Irish Companies Registration Office, the filing of a notification with the Revenue Commissioners of Ireland in any real property or any lease consisting of real property acquired or leased after the Funds Availability Date by any Loan Party (other than any Excluded Assets and Excluded Perfection Assets) within ninety (90) days after the acquisition or leasing thereof (i) execute and deliver a first priority Mortgage (subject only to Liens permitted by clauses (a), (f) and (g) of Section 6.02) or where appropriate under the circumstances, an amendment to an existing Mortgage, in each case in favor accordance with section 1001 of the Collateral AgentIrish Taxes Consolidation ▇▇▇ ▇▇▇▇, for and take such other action (including, as applicable, the benefit delivery of the Senior Secured Parties, covering such real property, (ii) if any foreign law security documents reasonably requested by the Administrative Agent) as may be necessary or, provide in the Senior Secured Parties with (x) either (1) (A) title insurance covering such real property in an amount at least equal to the purchase price opinion of such real property (or such other amount as shall be reasonably specified by the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein and (C) to deliver to the Administrative Agent a certificate of the secretary (or other equivalent officer) of the Irish Guarantor of the type described in Section 5.1(c), in form and substance reasonably satisfactory to the Administrative Agent; , with appropriate insertions and (B) a current ALTA survey thereof, complying with the requirements set forth in Schedule 5.10(b) together with a surveyor’s certificate (only with respect to (i) any power plant, (ii) any improved real propertyattachments, and (iii) any other real property for which an ALTA survey was obtained when such property was acquired. Notwithstanding the foregoing, such Loan Party shall obtain or cause to be obtained an ALTA survey complying with the requirements set forth in Schedule 5.10(b) together with a surveyor’s certificate for any real property that becomes Collateral pursuant to this section to the extent that the title company will not remove the survey exception (or endorse over such exception) without an ALTA survey) or (2) where an amendment to an existing Mortgage has been delivered pursuant to clause (i) instead of a Mortgage, an endorsement to the existing title policy adding such property as an insured parcel, or a new title policy if the requirements in the state in which the real property is located do not allow for such an endorsement, and (y) any consents or estoppels reasonably deemed necessary or advisable by the Administrative Agent or the Collateral Agent in connection with such Mortgage or Mortgage amendment (to the extent obtainable using commercially reasonable efforts), each of the foregoing in form and substance reasonably satisfactory to the Collateral Agent, (iii) if requested by the Administrative Agent, deliver to the Administrative Agent and the Collateral Agent legal opinions relating to addressing such matters as the matters described aboveAdministrative Agent may reasonably specify, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent and Agent. Notwithstanding the Collateral Agentforegoing, (iv) if requested by the Administrative Agent or shall not enter into any Mortgage in respect of any real property acquired by any Loan Party after the Collateral Agent, deliver to Closing Date until the date that occurs thirty (30) days after the Administrative Agent and has delivered to the Collateral Agent a current appraisal Lenders (which may be delivered electronically) the following documents in respect of such real property or other valuation of such Loan Party’s interest therein in property: (i) a form and by an appraiser reasonably acceptable to the Administrative Agent, completed flood hazard determination from a third party vendor; (vii) deliver to the Administrative Agent and the Collateral Agent a SFHDF with respect to such real property and, to the extent that the SFHDF indicates that if such real property is located in a Special Flood Hazard Area as designated by the Federal Emergency Management Agency“special flood hazard area”, proof that adequate flood insurance, as required under the National Flood Insurance Program, has been obtained with respect to such real property and (vi) deliver evidence of zoning compliance satisfactory to the Collateral Agent or Administrative Agent. (c) With respect to (i) any new Subsidiary (other than an Excluded Subsidiary) created or acquired by the Borrower or any of the Restricted Subsidiaries or (ii) any domestic Immaterial Subsidiary or domestic Unrestricted Subsidiary that is designated as a Restricted Subsidiary in accordance with Section 6.11, in each case, after the Funds Availability Date, within twenty (20) days of such creation, acquisition or designation the Borrower or the applicable Restricted Subsidiary shall (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent and the Collateral Agent deem necessary or reasonably advisable to grant to the Collateral Agent, for the benefit of the Senior Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by any Loan Party (subject only to the Liens permitted by clause (e) of Section 6.02), (ii) deliver to the Collateral Agent any certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Restricted Subsidiary, (iii) cause such Subsidiary that is a wholly-owned Subsidiary (A) to become a party notification to the Guarantee Borrower (or applicable Loan Party) of that fact and Collateral Agreement, (if applicable) notification to the Borrower that flood insurance coverage is not available and (B) to take such actions necessary or advisable to grant to the Collateral Agent for the benefit evidence of the Senior Secured Parties a perfected first priority security interest (subject, in the case of property not constituting Pledged Securities, to Permitted Liens, and in the case of Pledged Securities, to Liens permitted by Section 6.02(e)) in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required receipt by the Guarantee and Collateral Agreement or by Applicable Law or as may be reasonably requested by the Administrative Agent Borrower of such notice; and (iviii) if requested by the Administrative Agent, deliver to the Administrative Agent and the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent and the Collateral Agent. (d) With respect to (i) any Foreign Subsidiary created or acquired after the Funds Availability Date and directly owned by any Loan Party or (ii) any foreign Immaterial Subsidiary or foreign Unrestricted Subsidiary that such notice is designated as a Restricted Subsidiary in accordance with Section 6.11 and directly owned by any Loan Party, in each case, after the Funds Availability Date , promptly (and, in any event, within 30 days of the creation or acquisition thereof) (A) execute and deliver to the Administrative Agent and the Collateral Agent (x) such amendments to the Guarantee and Collateral Agreement as the Collateral Agent deems necessary or reasonably advisable and/or (y) a Foreign Pledge Agreement, in each case to grant to the Collateral Agent, for the benefit of the Senior Secured Parties, a perfected first priority security interest in the Capital Stock of such Foreign Subsidiary that is owned by any such Loan Party (subject only to the Liens permitted by clause (e) of Section 6.02 and provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such Foreign Subsidiary be required to be so pledged), (B) if commercially reasonable, deliver provided to the Collateral Agent the certificates representing such Capital Stock, together with undated stock power, in blank, executed Borrower and delivered by a duly authorized officer of the relevant Loan Party, and take such other action as may be necessary or, flood insurance is available in the opinion community in which such real property is located, evidence of the Administrative Agent, desirable to perfect the Collateral Agent’s security interest therein, and (C) if requested by the Administrative Agent, deliver to the Administrative Agent and the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent and the Collateral Agentrequired flood insurance.

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

Additional Collateral, etc. (a) With Subject to and consistent with the Security and Guarantee Principles, with respect to any property (other than Excluded Assets) acquired (including any acquisition pursuant to Division) at any time after the Funds Availability ClosingAmendment No. 3 Effective Date by any Loan Party (other than Excluded Assets, Excluded Perfection Assets and any property described in paragraph (b), (c) or (dc) below) as to which the Collateral Agent, for the benefit of the Senior Secured Parties, does not have a perfected Lien, will promptly (and, and in any no event within 20 Business Days following later than ninety (90) days (or such longer period as the date of such acquisitionAdministrative Agent may agree)) (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement Security Documents or execute all such other documents or do all such acts as the Collateral Agent reasonably deems necessary or reasonably advisable to grant to the Collateral Agent, for the benefit of the Senior Secured Parties, a security interest in such property and (ii) take all actions reasonably necessary or reasonably advisable to grant to the Collateral Agent, for the benefit of the Senior Secured Parties, a perfected first priority security interest in such property (subject, in the case of property not constituting Pledged Securities, subject to Permitted Liens, and ) in the case of Pledged Securities, to Liens permitted by Section 6.02(e))such property, including (where applicable) the filing of Uniform Commercial Code UCC financing statements in such United States jurisdictions as may be required by the Guarantee and Collateral U.S. Security Agreement, the U.S. Holdings Pledge Agreement or by law or as may reasonably be reasonably requested by the Collateral Agent. (b) With Subject to and consistent with the Security and Guarantee Principles, with respect to any fee interest in any real property or Real Property (excluding any lease consisting Leaseholds) having a value (together with improvements thereof) of real property at least $10,000,000 (to the extent of a type included in the definition of “Collateral”) acquired or leased after the Funds Availability Closing Date by any Loan Party Party, will use commercially reasonable efforts to promptly (other and in no event later than any Excluded Assets and Excluded Perfection Assets) within ninety (90) days after (or such longer period as the acquisition or leasing thereof Administrative Agent may agree)) (i) execute and deliver a first priority Mortgage (subject only to Liens permitted by clauses (a), (f) and (g) of Section 6.02) or where appropriate under the circumstances, an amendment to an existing Mortgage, in each case in favor of the Collateral Agent, for the benefit of the Senior Secured Parties, covering such real propertyinterest in Real Property, (ii) along with, if requested by the Administrative Agentapplicable, provide the Senior Secured Parties with (x) either (1) (A) title insurance covering such real property in an amount at least equal to the purchase price of such real property (or such other amount as shall be reasonably specified by the Administrative Agent) in form and substance reasonably satisfactory to the Administrative Agent; and (B) a current ALTA survey thereof, complying with the requirements set forth in Schedule 5.10(b) together with a surveyor’s certificate (only with respect to (i) any power plant, (ii) any improved real property, and (iii) any other real property corresponding UCC fixture filing for which an ALTA survey was obtained when such property was acquired. Notwithstanding the foregoing, such Loan Party shall obtain or cause to be obtained an ALTA survey complying with the requirements set forth in Schedule 5.10(b) together with a surveyor’s certificate for any real property that becomes Collateral pursuant to this section to the extent that the title company will not remove the survey exception (or endorse over such exception) without an ALTA survey) or (2) where an amendment to an existing Mortgage has been delivered pursuant to clause (i) instead of a Mortgage, an endorsement to the existing title policy adding such property as an insured parcel, or a new title policy if the requirements filing in the state applicable United States jurisdiction (or, if relevant, equivalent form in which the real property is located do not allow for such an endorsement, and (y) any consents or estoppels reasonably deemed necessary or advisable by the Administrative Agent or the Collateral Agent in connection with such Mortgage or Mortgage amendment (to the extent obtainable using commercially reasonable effortsnon-United States jurisdiction), each of the foregoing in form and substance reasonably satisfactory to the Collateral Agent, as may be necessary to create a valid, perfected first and subsisting Lien, subject to liens permitted under Section 9.7, against such Real Property, (iiiii) if reasonably requested by the Administrative Collateral Agent, deliver provide the Lenders with title and extended coverage insurance covering such interest in Real Property in an amount at least equal to the Administrative Agent and fair market value of such Real Property (or such lesser amount as shall be specified by the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, Agent) together with title endorsements reasonably satisfactory to the Administrative Agent and requested by the Collateral Agent, (iviii) if reasonably requested by the Administrative Agent Collateral Agent, in the case of any Real Property located in the United States, provide the Lenders with an ALTA survey thereof (or an existing survey accompanied, if necessary, by a “no-change” affidavit and/or other documents if same is/are sufficient for the title insurer to issue survey coverage in the applicable title policy, remove therefrom the standard survey exceptions, and issue the endorsements required pursuant to clause (ii) above), together with a surveyor’s certification, (iv) such affidavits, certificates, instruments of indemnification and other items (including a so-called “gap” indemnification) as shall be reasonably required to induce the title insurer to issue the applicable title policy and endorsements referenced in clause (ii) above, (v) if reasonably requested by the Collateral Agent, deliver to the Administrative Agent and the Collateral Agent a current appraisal of such real property or other valuation of such Loan Party’s interest therein legal opinions in a form and by an appraiser substance reasonably acceptable to the Administrative Agent, (v) deliver to the Administrative Agent and the Collateral Agent a SFHDF with respect to such real property and, to the extent that the SFHDF indicates that such real property is in a Special Flood Hazard Area as designated by the Federal Emergency Management Agency, proof that adequate flood insurance, as required under the National Flood Insurance Program, has been obtained with respect to such real property and (vi) deliver evidence of zoning compliance satisfactory to the Collateral Agent and covering such matters as the Collateral Agent may reasonably request, including, without limitation, the enforceability of the applicable Mortgage, (vi) in the case of Real Property located in the United States, deliver to the Collateral Agent a “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each such parcel of Real Property (together with notice about special flood hazard area status and flood disaster assistance, duly executed by the applicable Loan Party entering into the applicable Mortgage), and in the event any such Real Property or Administrative Agenta portion thereof is located within an area designated by the Director of the Federal Emergency Management Agency to be a “special flood hazard area” and as required by applicable law, evidence of a flood insurance policy for such Real Property or the applicable portion thereof, and (vii) such other information, documentation (including, but not limited to, existing appraisals, existing environmental reports, and to the extent applicable, using commercially reasonable efforts, subordination agreements), certifications, in each case, as may be reasonably required by the Collateral Agent or necessary in order to create a valid, perfected first and subsisting Lien subject to liens permitted under Section 9.7 against the Real Property covered by the applicable Mortgage. (c) With Subject to and consistent with the Security and Guarantee Principles, with respect to (iA) any new Restricted Subsidiary (other than an Excluded a Non-Guarantor Subsidiary) that is established, created or acquired after the ClosingAmendment No. 3 Effective Date by any Loan Party or(including upon the Borrower consummation of a Division), (B) any Restricted Subsidiary of a Loan Party (regardless of when established, created or any of the Restricted Subsidiaries acquired) that ceases to be a Non-Guarantor Subsidiary or (iiC) any domestic Immaterial Subsidiary or domestic Unrestricted Restricted Subsidiary that is designated as becomes a Restricted Subsidiary Co-Borrower, will promptly (and in accordance with Section 6.11, in each case, no event later than ninety (90) days after the Funds Availability Date, within twenty Guarantor Trigger Date (20or such longer period as the Administrative Agent may agree)) days of such creation, acquisition or designation the Borrower or the applicable Restricted Subsidiary shall (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to this Agreement and the Guarantee and Collateral Agreement Security Documents or execute all such documents or do all such acts as the Administrative Agent and the Collateral Agent deem deems necessary or reasonably advisable to grant to the Collateral Agent, for the benefit of the Senior Secured Parties, a perfected first priority security interest in the Capital Stock of such new Restricted Subsidiary (to the extent of a type included in the definition of “Collateral”) that is owned by any Loan Party (subject only to the Liens permitted by clause (e) of Section 6.02)Party, (ii) deliver to the Collateral Agent any the certificates representing such Capital StockStock (if any), together with undated stock powers, in blank, executed and delivered by a duly authorized officer Authorized Officer of the Borrower or such Restricted Subsidiary, relevant Loan Party and (iii) cause such Subsidiary that is a wholly-owned Restricted Subsidiary (Aa) to become a party to the Guarantee and Collateral Agreement, and (B) to take such actions necessary or advisable to grant to the Collateral Agent for the benefit of the Senior Secured Parties a perfected first priority security interest (subject, in the case of property not constituting Pledged Securities, to Permitted Liens, and in the case of Pledged Securities, to Liens permitted by Section 6.02(e)) in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by Applicable Law or as may be reasonably requested by the Administrative Agent and (iv) if requested by the Administrative Agent, deliver to the Administrative Agent and the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent and the Collateral Agent. (d) With respect to (i) any Foreign Subsidiary created or acquired after the Funds Availability Date and directly owned by any Loan Party or (ii) any foreign Immaterial Subsidiary or foreign Unrestricted Subsidiary that is designated as a Restricted Subsidiary in accordance with Section 6.11 and directly owned by any Loan Party, in each case, after the Funds Availability Date , promptly (and, in any event, within 30 days of the creation or acquisition thereof) (A) execute and deliver to the Administrative Agent and the Collateral Agent (x) a Guarantor Joinder Agreement or such amendments to the Guarantee and Collateral Agreement as comparable documentation requested by the Collateral Agent deems necessary or reasonably advisable and/or to become a Subsidiary Guarantor andor Co-Borrower, (y) a Foreign Pledge joinder agreement to the U.S. Security Agreement, substantially in each case the form annexed thereto, or additional Foreign Security Documents, to the extent applicable, substantially in the same form as the Foreign Security Documents governed by the laws of such Restricted Subsidiary’s jurisdiction of organization and executed and delivered by other Loan Parties pursuant to this Agreement and (z) a counterpart of the Global Intercompany Note, (b) to take such actions reasonably necessary or advisable to grant to the Collateral Agent, for the benefit of the Senior Secured Parties, a perfected first priority security interest in the Collateral described in the U.S. Security Documents or Foreign Security Documents, as applicable, with respect to such Restricted Subsidiary, including (where applicable) the filing of UCC financing statements in such jurisdictions as may be required by the U.S. Security Agreement, the U.S. Holdings Pledge Agreement or such other filings as may be required by U.S. Security Documents, the Foreign Security Documents or by law or as may be requested by the Collateral Agent and (c) to deliver to the Collateral Agent (i) a certificate of such Restricted Subsidiary, substantially in the form of Exhibit D, with appropriate insertions and attachments and (ii) if reasonably requested by the Collateral Agent, a legal opinion from counsel to such Restricted Subsidiary in form and substance satisfactory to the Collateral Agent. (d) Subject to and consistent with the Security and Guarantee Principles, with respect to any Non-Guarantor Subsidiary established, created or acquired after the ClosingAmendment No. 3 Effective Date by any Loan Party (including upon the consummation of a Division) to the extent the Capital Stock of such entity is not an Excluded Asset will use commercially reasonable efforts to promptly (and in no event later than ninety (90) days (or such longer period as the Administrative Agent may agree)) (i) execute and deliver to the Collateral Agent such amendments to this Agreement, any U.S. Security Document or any Foreign Security Document as the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest (subject to Permitted Liens) in the Capital Stock of such Non-Guarantor Subsidiary that is owned by any such Loan Party Party, and (subject only to the Liens permitted by clause (eii) of Section 6.02 and provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such Foreign Subsidiary be required to be so pledged), (B) if commercially reasonable, deliver to the Collateral Agent the certificates representing such Capital StockStock (if any), together with undated stock powerpowers, in blank, executed and delivered by a duly authorized officer Authorized Officer of the relevant Loan Party, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Collateral Agent’s security interest therein, Party and (Ciii) if requested by the Administrative Agent, cause such Non-Guarantor Subsidiary to deliver to the Administrative Agent and the Collateral Agent legal opinions relating to a certificate of such Non-Guarantor Subsidiary, substantially in the matters described aboveform of Exhibit D, which opinions shall be in form with appropriate insertions and substance, and from counsel, reasonably satisfactory to the Administrative Agent and the Collateral Agentattachments.