Common use of Additional Collateral, etc Clause in Contracts

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

Additional Collateral, etc. (a) With respect to any Property property acquired after the Closing Funds Availability Date by the Company or any Subsidiary Guarantor Loan Party (other than (w) Excluded Assets, Excluded Perfection Assets and any interest in real property or any Property described in paragraph (b) of this Section 6.08), (x) any Property subject to a Lien permitted by Section 7.03(gc) or (yd) Property acquired by an Excluded Subsidiarybelow) 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 and or 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 (to the extent such Property is of a type that would constitute Collateral as described in the Guarantee and Collateral Agreement) 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, except in the case of property not constituting Pledged Securities, to Permitted Liens, and in the pledge case of Capital Stock of any SubsidiaryPledged Securities, to Liens permitted by Section 7.03) in such Property (to the extent required by the Guarantee and Collateral Agreement6.02(e)), including without limitation, the filing of Uniform Commercial Code financing statements 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) or any lease consisting of at least $5,000,000 real property acquired or leased after the Closing Funds Availability Date by the Company or any Subsidiary Guarantor Loan Party (or owned by other than any Person that becomes a Subsidiary Guarantor), the Company shall notify the Collateral Agent Excluded Assets and the Co-Collateral Agent promptly Excluded Perfection Assets) within ninety (90) days after the Borrower obtains knowledge thereof, to permit the Collateral Agent and the Co-Collateral Agent to comply with the Flood Insurance Laws, and within 90 days following the date of such acquisition of such real property or the date on which such Person becomes a Subsidiary Guarantor (or such longer period as the Collateral Agent and the Co-Collateral Agent shall reasonably agree or as may be reasonably required to permit completion of flood insurance diligence by the Collateral Agent and the Co-Collateral Agent), 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 Collateral Administrative Agent, deliver to provide the Collateral Agent Senior Secured Parties with (x) either (1) (A) a lender’s 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 reasonably acceptable satisfactory to the Collateral Administrative Agent, insuring such Mortgage as a first lien on such Mortgaged Property (subject only to Liens permitted by Section 7.03), ; and (B) an American Land Title Association/American Congress of Surveying 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 Mapping (ALTA/ACSMiii) form of survey by a duly registered and licensed land surveyor any other real property for which all necessary fees have been paid dated 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 date reasonably acceptable surveyor’s certificate for any real property that becomes Collateral pursuant to this section to the Collateral Agentextent 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, certified 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 the title company in a manner substance reasonably satisfactory to the Collateral Agent, (Ciii) if requested by the Administrative Agent, deliver to the extent required by Financial Institutions ReformAdministrative Agent and the Collateral Agent legal opinions relating to the matters described above, Recoverywhich opinions shall be in form and substance, and Enforcement Act of 1989from counsel, Pub.L. 101-73, ▇▇▇ ▇▇▇▇. ▇▇▇, enacted August 9, 1989, or any other applicable law, an appraisal, and (D) an opinion of local counsel reasonably satisfactory to the Administrative Agent and the Collateral Agent. No later than 30 days , (iv) if requested by the Administrative Agent or such later date as the Collateral Agent, deliver to the Administrative Agent and the Collateral Agent a current appraisal of such real property or Co-Collateral Agent shall other valuation of such Loan Party’s interest therein in a form and by an appraiser reasonably agree) prior acceptable to the date on which a Mortgage is executed Administrative Agent, (v) deliver to the Administrative Agent and delivered pursuant to this Section 6.08(b), in order to comply with the Flood Laws, the Collateral Agent and the Co-Collateral Agent shall have received the following documents (collectivelya SFHDF with respect to such real property and, the “Flood Documents”), in form and substance reasonably satisfactory thereto: (1) a completed standard “life of loan” flood hazard determination form (a “Flood Determination Form”), (2) if the improvement(s) to the applicable improved extent that the SFHDF indicates that such real property is located in a special Special Flood Hazard Area as designated by the Federal Emergency Management Agency, proof that adequate flood hazard areainsurance, a notification to the Company (“Company Notice”) and (if applicable) notification to the Company that flood insurance coverage as required under the National Flood Insurance Program (“NFIP”) is not available because the community does not participate in the NFIPProgram, (3) documentation evidencing the Company’s receipt of the Company Notice (e.g., countersigned Company Notice, return receipt of certified U.S. Mail, or overnight delivery), has been obtained with respect to such real property and (4vi) if the Company Notice is required to be given and flood insurance is available in the community in which the property is located, deliver evidence of flood insurance reasonably zoning compliance satisfactory to the Collateral Agent and the Co-Collateral Agent (any of the foregoing being “Evidence of Flood Insurance”). Notwithstanding anything to the contrary contained herein, if either the Collateral Agent or the Co-Collateral Agent are unable or fail to complete flood insurance diligence to its reasonable satisfaction so as to permit the Company or any Subsidiary Guarantor to deliver a Mortgage as required by this Section 6.08(b), then so long as the Company or such Subsidiary Guarantor otherwise has complied with this Section 6.08(b), the Company or such Subsidiary Guarantor shall have no obligation hereunder to deliver such Mortgage (and no Event of Default shall be deemed to arise from the Company’s or such Subsidiary Guarantor’s failure to deliver such Mortgage) unless and until both the Collateral Agent and the Co-Collateral Agent completes such flood insurance diligence to their reasonable satisfaction (after which the Company or such Subsidiary Guarantor shall have a period of 30 additional days following written notification thereof to execute and deliver such Mortgage). If at any time while this Agreement is in effect Bank of America, N.A. ceases to be a Lender, then there shall no longer be a Co-Collateral Agent hereunder, and all consent or approval rights of Co-Collateral Agent contained in this Agreement (including, without limitation, in Section 6.05 and this Section 6.08(b)) shall be deemed to be satisfied by the consent or approval of the Collateral Administrative Agent; provided, however, that at any time thereafter, the Required Lenders may elect to designate and appoint a successor Co-Collateral Agent, which successor Co-Collateral Agent shall be (i) a Lender, (ii) a bank with an office in New York, New York, or an Affiliate of any such bank, and (iii) reasonably satisfactory to the Company, in which event such successor Co-Collateral Agent shall become vested with all the rights, powers, privileges and duties of the Co-Collateral Agent hereunder. (c) With respect to (i) any new Subsidiary (other than 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 Excluded Subsidiary), by the Company Borrower or any of its the Restricted Subsidiaries or (other than by an Excluded Subsidiary)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 45 twenty (20) days following the date of such creation creation, acquisition or acquisition (designation the Borrower or such longer period as the Collateral Agent applicable Restricted Subsidiary shall reasonably agree), (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent and the Collateral Agent deems 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 the Company or any Subsidiary Guarantor Loan Party (subject only to the extent such Capital Stock is Liens permitted by clause (e) of a type that would constitute Collateral as described in the Guarantee and Collateral AgreementSection 6.02), (ii) deliver to the Collateral Agent the any certificates representing such Capital Stock (to the extent such Capital Stock is of a type that would constitute Collateral as described in the Guarantee and Collateral Agreement)Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Company Borrower or such Subsidiary GuarantorRestricted Subsidiary, as the case may be and (iii) cause such new Subsidiary that is a wholly-owned 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 pledge case of any Capital Stock of any SubsidiaryPledged Securities, to Liens permitted by Section 7.036.02(e)) in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary to the extent required by the Guarantee and Collateral AgreementSubsidiary, including, without limitation, including the filing of Uniform Commercial Code financing statements and intellectual property security agreements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law and if Applicable Law or as may be reasonably requested by the Collateral Administrative Agent and (iv) if requested by the Administrative Agent, with respect to any Subsidiary other than an Immaterial Subsidiary, deliver to the Administrative Agent and the Collateral Agent customary legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent and the Collateral Agent. (d) The Co-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 shall not have any duties (x) such amendments to the Guarantee and Collateral Agreement as the Collateral Agent deems necessary or obligations except those expressly set forth reasonably advisable and/or (y) a Foreign Pledge Agreement, in Section 6.05 and Section 6.08. Without limiting each case to grant to the generality Collateral Agent, for the benefit of the foregoingSenior Secured Parties, a perfected first priority security interest in the Co-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 is not subject to any fiduciary or other implied dutiesthe certificates representing such Capital Stock, nor has any duty or obligation to any Lender or participant or any other Person as together with undated stock power, in blank, executed and delivered by a result duly authorized officer of the Co-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 rights under Section 6.05 security interest therein, and Section 6.08(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 acquired after the Closing Date by the Company Borrower or any Subsidiary Guarantor of its Restricted Subsidiaries (other than (wx) any interest in real property or any Property described in paragraph (b) or paragraph (c) of this Section 6.08Section, (xy) any Property subject to a Lien expressly permitted by Section 7.03(g) or and (yz) Property acquired by an Excluded Foreign Subsidiary) as to which the Collateral Agent, for the benefit of the Secured PartiesLenders, does not have a perfected Lien, promptly (i) execute and deliver to the Collateral Agent such amendments to the Guarantee and Collateral Agreement and or such other documents (including intellectual property security agreements) as the Collateral Agent reasonably deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured PartiesLenders, a security interest in such Property (to the extent such Property is of a type that would constitute Collateral as described in the Guarantee and Collateral Agreement) and (ii) take all actions reasonably necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured PartiesLenders, a perfected first priority security interest (subject, except in the case of the pledge of Capital Stock of any Subsidiary, to Liens permitted by Section 7.03) in such Property (to the extent required by the Guarantee and Collateral Agreement)Property, including without limitation, the filing of Uniform Commercial Code financing statements 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 $5,000,000 500,000 acquired after the Closing Date by the Company Borrower or any Subsidiary Guarantor of its Restricted Subsidiaries (or owned by other than any Person that becomes a Subsidiary Guarantor), the Company shall notify the Collateral Agent and the Co-Collateral Agent promptly after the Borrower obtains knowledge thereof, to permit the Collateral Agent and the Co-Collateral Agent to comply with the Flood Insurance Laws, and within 90 days following the date of such acquisition of such real property owned by an Excluded Foreign Subsidiary or the date on which such Person becomes subject to a Subsidiary Guarantor (or such longer period as the Collateral Agent and the Co-Collateral Agent shall reasonably agree or as may be reasonably required to permit completion of flood insurance diligence Lien expressly permitted by the Collateral Agent and the Co-Collateral AgentSection 7.03(g)), promptly (i) execute and deliver a first priority Mortgage in favor of the Collateral Agent, for the benefit of the Secured PartiesLenders, 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 (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 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 (A) a lender’s title insurance policylegal opinions relating to the matters described above, which opinions shall be in form and substance reasonably acceptable to the Collateral Agentsubstance, insuring such Mortgage as a first lien on such Mortgaged Property (subject only to Liens permitted by Section 7.03)and from counsel, (B) an American Land Title Association/American Congress of Surveying and Mapping (ALTA/ACSM) form of survey by a duly registered and licensed land surveyor for which all necessary fees have been paid dated a date reasonably acceptable to the Collateral Agent, certified to the Collateral Agent and the title company in a manner reasonably satisfactory to the Collateral Agent, (C) to the extent required by Financial Institutions Reform, Recovery, and Enforcement Act of 1989, Pub.L. 101-73, ▇▇▇ ▇▇▇▇. ▇▇▇, enacted August 9, 1989, or any other applicable law, an appraisal, and (D) an opinion of local counsel reasonably satisfactory to the Collateral Agent. No later than 30 days (or such later date as the Collateral Agent or Co-Collateral Agent shall reasonably agree) prior to the date on which a Mortgage is executed and delivered pursuant to this Section 6.08(b), in order to comply with the Flood Laws, the Collateral Agent and the Co-Collateral Agent shall have received the following documents (collectively, the “Flood Documents”), in form and substance reasonably satisfactory thereto: (1) a completed standard “life of loan” flood hazard determination form (a “Flood Determination Form”), (2) if the improvement(s) to the applicable improved real property is located in a special flood hazard area, a notification to the Company (“Company Notice”) and (if applicable) notification to the Company that flood insurance coverage under the National Flood Insurance Program (“NFIP”) is not available because the community does not participate in the NFIP, (3) documentation evidencing the Company’s receipt of the Company Notice (e.g., countersigned Company Notice, return receipt of certified U.S. Mail, or overnight delivery), and (4) if the Company Notice is required to be given and flood insurance is available in the community in which the property is located, evidence of flood insurance reasonably satisfactory to the Collateral Agent and the Co-Collateral Agent (any of the foregoing being “Evidence of Flood Insurance”). Notwithstanding anything to the contrary contained herein, if either the Collateral Agent or the Co-Collateral Agent are unable or fail to complete flood insurance diligence to its reasonable satisfaction so as to permit the Company or any Subsidiary Guarantor to deliver a Mortgage as required by this Section 6.08(b), then so long as the Company or such Subsidiary Guarantor otherwise has complied with this Section 6.08(b), the Company or such Subsidiary Guarantor shall have no obligation hereunder to deliver such Mortgage (and no Event of Default shall be deemed to arise from the Company’s or such Subsidiary Guarantor’s failure to deliver such Mortgage) unless and until both the Collateral Agent and the Co-Collateral Agent completes such flood insurance diligence to their reasonable satisfaction (after which the Company or such Subsidiary Guarantor shall have a period of 30 additional days following written notification thereof to execute and deliver such Mortgage). If at any time while this Agreement is in effect Bank of America, N.A. ceases to be a Lender, then there shall no longer be a Co-Collateral Agent hereunder, and all consent or approval rights of Co-Collateral Agent contained in this Agreement (including, without limitation, in Section 6.05 and this Section 6.08(b)) shall be deemed to be satisfied by the consent or approval of the Collateral Agent; provided, however, that at any time thereafter, the Required Lenders may elect to designate and appoint a successor Co-Collateral Agent, which successor Co-Collateral Agent shall be (i) a Lender, (ii) a bank with an office in New York, New York, or an Affiliate of any such bank, and (iii) reasonably satisfactory to the Company, in which event such successor Co-Collateral Agent shall become vested with all the rights, powers, privileges and duties of the Co-Collateral Agent hereunder. (c) With respect to any new 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 SubsidiaryForeign Subsidiary and any Unrestricted Subsidiary that is redesignated as a Restricted Subsidiary pursuant to Section 6.11(l)), by the Company Borrower or any of its Restricted Subsidiaries (other than by an Excluded Subsidiary)Subsidiaries, within 45 days following the date of such creation or acquisition (or such longer period as the Collateral Agent shall reasonably agree), 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 Secured PartiesLenders, a perfected first priority security interest in the Capital Stock of such new Restricted Subsidiary that is owned by the Company Borrower or any Subsidiary Guarantor (to the extent such Capital Stock is of a type that would constitute Collateral as described in the Guarantee and Collateral Agreement)its Restricted Subsidiaries, (ii) deliver to the Collateral Agent the certificates representing such Capital Stock (to the extent such Capital Stock is of a type that would constitute Collateral as described in the Guarantee and Collateral Agreement)Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Company Borrower or such Subsidiary GuarantorSubsidiary, as the case may be and 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 the Secured Parties Lenders a perfected first priority security interest (subject, except in the case of the pledge of any Capital Stock of any Subsidiary, to Liens permitted by Section 7.03) in the Collateral described in the Guarantee and Collateral Agreement (subject to Liens permitted by Section 7.02) with respect to such new Subsidiary to the extent required by the Guarantee and Collateral AgreementRestricted Subsidiary, including, without limitation, including the filing of Uniform Commercial Code financing statements and intellectual property security agreements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law and if or as may be reasonably requested by the Collateral Agent, with respect to any Subsidiary other than an Immaterial Subsidiaryand (iv) if requested by the Collateral Agent, deliver to the Collateral Agent customary legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agent. (d) The Co-With respect to any new Excluded Foreign Subsidiary created or acquired after the Closing Date by the Borrower or any of its Restricted Subsidiaries (other than any Excluded Foreign Subsidiaries), promptly (i) execute and deliver to the Collateral Agent shall not have any duties such amendments to the Guarantee and Collateral Agreement or obligations except those expressly set forth such other documents as the Collateral Agent reasonably deems necessary or advisable in Section 6.05 and Section 6.08. Without limiting order to grant to the generality Collateral Agent, for the benefit of the foregoingLenders, a perfected first priority security interest in the Co-Capital Stock of such new Restricted Subsidiary that is owned by the Borrower or any of its Subsidiaries (other than any Excluded Foreign Subsidiaries), (provided that in no event shall more than 65% of the total outstanding Capital Stock of any such new Excluded Foreign Subsidiary be required to be so pledged), (ii) deliver to the Collateral Agent is not the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Restricted Subsidiary, as the case may be, and take such other action as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect the Lien of the Collateral Agent thereon, and (iii) if requested by the Collateral Agent, deliver to the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agent. (e) Promptly upon the request of the Collateral Agent, Borrower shall establish a cash management system subject to any fiduciary or other implied dutiesa depositary agreement satisfactory to the Collateral Agent whereby lock boxes, nor has any duty or obligation to any Lender or participant or any other Person as a result lock box accounts, and concentration accounts are established and maintained under the sole dominion and control of the Co-Collateral Agent’s rights under Section 6.05 , into which all payments on and Section 6.08proceeds of (i) Private Accounts, and (ii) to the extent permitted and in a manner consistent with all applicable laws and regulations, Government Receivables, shall be deposited and from which all collected funds will be transferred.

Additional Collateral, etc. (a) With respect to any personal Property acquired acquired, created or developed (including, without limitation, the filing of any applications for the registration or issuance of any Intellectual Property) after the Closing Date by the Company or any Loan Party including any Immaterial Subsidiary Guarantor which, after giving effect to such acquisition, is no longer an Excluded Subsidiary (other than any leasehold estate in a retail store, (wi) any interest in real property or any Property described in paragraph (b) or paragraph (c) of this Section 6.08(without regard to the value threshold set forth therein), (xii) any Property subject to a Lien expressly permitted by Section 7.03(g6.3(g), (iii) or that portion of the Capital Stock of a Foreign Subsidiary excluded from the Collateral pursuant to the terms of the Guarantee and Collateral Agreement, (yiv) Property acquired consisting of deposit accounts which are not required by an the terms of the Guarantee and Collateral Agreement to be subject to control agreements) and (v) any other Excluded SubsidiaryAssets (as defined in the Guarantee and Collateral Agreement) as to which the Collateral Administrative Agent, for the benefit of the Secured Parties, does not have a perfected Lien), promptly (ix) execute and deliver to the Collateral Administrative Agent such amendments to the Guarantee and Collateral Agreement and or such other documents (including intellectual property security agreements) as the Collateral Administrative Agent deems reasonably deems necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the Secured Parties, a security interest in such Property (to the extent such Property is of a type that would constitute Collateral as described in the Guarantee and Collateral Agreement) and (iiy) take all actions reasonably necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest (subject, except in the case of the pledge of Capital Stock of any Subsidiary, subject to Liens permitted by Section 7.03Permitted Liens) in such Property (to the extent required by under the Guarantee and Collateral Agreement), including without limitation, the filing of Uniform Commercial Code UCC financing statements and/or intellectual property security agreements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or as may be reasonably requested by the Collateral Agentlaw. (b) With respect to any fee simple interest (or leasehold interest, to the extent such leasehold is created under a triple net ground lease or similar arrangement) in any real property having a value (together with improvements thereof) of at least $5,000,000 acquired after the Closing Date by the Company or any Subsidiary Guarantor (or owned by any Person that becomes a Subsidiary Guarantor)Loan Party and which is not primarily used as a retail store location, the Company shall notify the Collateral Agent and the Co-Collateral Agent promptly after the Borrower obtains knowledge thereof, to permit the Collateral Agent and the Co-Collateral Agent to comply with the Flood Insurance Laws, and within 90 days following the date of such acquisition of such real property or the date on which such Person becomes a Subsidiary Guarantor (or such longer period as the Collateral Agent and the Co-Collateral Agent shall reasonably agree or as may be reasonably required to permit completion of flood insurance diligence by the Collateral Agent and the Co-Collateral Agent), (i) execute and deliver a first priority Mortgage (subject to Permitted Liens) in favor of the Collateral Administrative Agent, for the benefit of the Secured Parties, covering such real property, (ii) if requested by the Collateral Administrative Agent, deliver to provide the Collateral Agent Lenders with (Ax) a lender’s title insurance policy, in form and substance reasonably acceptable to the Collateral Agent, insuring such Mortgage as a first lien on such Mortgaged Property extended (subject only to Liens permitted by Section 7.03), (B) an American Land Title Association/American Congress of Surveying and Mapping (ALTA/ACSM) form of survey by a duly registered and licensed land surveyor for which all necessary fees have been paid dated a date reasonably acceptable to the Collateral Agent, certified to the Collateral Agent and the title company in a manner reasonably satisfactory to the Collateral Agent, (C) to the extent required by Financial Institutions Reformavailable without surveys) coverage insurance, Recoverycomplying with the provisions of Section 4.3(d), and Enforcement Act of 1989, Pub.L. 101-73, ▇▇▇ ▇▇▇▇. ▇▇▇, enacted August 9, 1989, or any other applicable law, covering such real property in an appraisal, and (D) an opinion of local counsel reasonably satisfactory amount at least equal to the Collateral Agent. No later than 30 days purchase price of such real property (or such later date other lower amount as shall be reasonably agreed upon by the Collateral Agent or Co-Collateral Agent shall Administrative Agent) as well as, if reasonably agree) prior to requested by the date on which Administrative Agent, a Mortgage is executed and delivered pursuant to this Section 6.08(b), in order to comply with the Flood Laws, the Collateral Agent and the Co-Collateral Agent shall have received the following documents current ALTA survey (collectively, the “Flood Documents”), in form and substance reasonably satisfactory thereto: (1) a completed standard “life of loan” flood hazard determination form (a “Flood Determination Form”), (2) if the improvement(s) to the applicable improved real property is located in a special flood hazard area, a notification to the Company (“Company Notice”Administrative Agent) and (if applicabley) notification to any consents or estoppels reasonably deemed necessary by the Company that flood insurance coverage under the National Flood Insurance Program (“NFIP”) is not available because the community does not participate Administrative Agent in the NFIPconnection with such Mortgage, (3) documentation evidencing the Company’s receipt each of the Company Notice (e.g., countersigned Company Notice, return receipt of certified U.S. Mail, or overnight delivery), foregoing in form and (4) if the Company Notice is required to be given and flood insurance is available in the community in which the property is located, evidence of flood insurance substance reasonably satisfactory to the Collateral Administrative Agent and the Co-Collateral Agent (any of the foregoing being “Evidence of Flood Insurance”). Notwithstanding anything to the contrary contained herein, if either the Collateral Agent or the Co-Collateral Agent are unable or fail to complete flood insurance diligence to its reasonable satisfaction so as to permit the Company or any Subsidiary Guarantor to deliver a Mortgage as required by this Section 6.08(b), then so long as the Company or such Subsidiary Guarantor otherwise has complied with this Section 6.08(b), the Company or such Subsidiary Guarantor shall have no obligation hereunder to deliver such Mortgage (and no Event of Default shall be deemed to arise from the Company’s or such Subsidiary Guarantor’s failure to deliver such Mortgage) unless and until both the Collateral Agent and the Co-Collateral Agent completes such flood insurance diligence to their reasonable satisfaction (after which the Company or such Subsidiary Guarantor shall have a period of 30 additional days following written notification thereof to execute and deliver such Mortgage). If at any time while this Agreement is in effect Bank of America, N.A. ceases to be a Lender, then there shall no longer be a Co-Collateral Agent hereunder, and all consent or approval rights of Co-Collateral Agent contained in this Agreement (including, without limitation, in Section 6.05 and this Section 6.08(b)) shall be deemed to be satisfied by the consent or approval of the Collateral Agent; provided, however, that at any time thereafter, the Required Lenders may elect to designate and appoint a successor Co-Collateral Agent, which successor Co-Collateral Agent shall be (i) a Lender, (ii) a bank with an office in New York, New York, or an Affiliate of any such bank, and (iii) 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 Company, in which event such successor Co-Collateral Agent shall become vested with all the rights, powers, privileges and duties of the Co-Collateral Agent hereunderAdministrative Agent. (c) With respect to any new Subsidiary (other than an Excluded Subsidiary) that would constitute a Guarantor within the meaning of that term 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 or an Immaterial Subsidiary), by a Loan Party promptly (e) to the Company or any of its Restricted Subsidiaries (other than by an Excluded Subsidiary)extent required under the Guarantee and Collateral Agreement, within 45 days following the date of such creation or acquisition (or such longer period as the Collateral Agent shall reasonably agree), (i) execute and deliver to the Collateral Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Collateral Administrative Agent deems necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest (subject to Permitted Liens) in the Capital Stock of such new Subsidiary that is owned by the Company or any Subsidiary Guarantor (to the extent such Capital Stock is of a type that would constitute Collateral as described in the Guarantee and Collateral Agreement)Loan Party, (ii) deliver to the Collateral Administrative Agent the certificates certificates, if any, representing such Capital Stock (to the extent such Capital Stock is of a type that would constitute Collateral as described in the Guarantee and Collateral Agreement)Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Company or such Subsidiary GuarantorLoan Party, as the case may be and (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 Collateral Administrative Agent for the benefit of the Secured Parties a perfected first priority security interest (subject, except in the case of the pledge of any Capital Stock of any Subsidiary, to Liens permitted by Section 7.03) in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary to the extent required by the Guarantee and Collateral AgreementSubsidiary, 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 and intellectual property security agreements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent, and (iv) if reasonably requested by the Collateral Administrative Agent, with respect to any Subsidiary other than an Immaterial Subsidiary, deliver to the Collateral Administrative Agent customary legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. (d) The Co-With respect to any new Foreign Subsidiary created or acquired after the Closing Date by any Loan Party, promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent reasonably deems necessary in order to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest (subject to Permitted Liens) in the Capital Stock of such new Subsidiary that is owned by such Loan Party, (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Foreign Subsidiary be required to be so pledged), (ii) deliver to the Administrative Agent the certificates, if any, representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of such Loan Party, and take such other action required under the Guarantee and Collateral Agreement as may be necessary to perfect the Lien of the Administrative Agent thereon, and (iii) if reasonably requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. (e) Notwithstanding anything to the contrary in this Section 5.10, paragraphs (a), (b), (c) and (d) of this Section 5.10 shall not have apply to any duties Property, new Subsidiary or obligations except those expressly set forth 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 6.05 and Section 6.08. Without limiting 5.10, as to which the generality consent of the foregoing, landlord is required to grant a security interest to the Co-Collateral Administrative Agent is and the Borrower has not subject been able to any fiduciary or other implied duties, nor has any duty or obligation obtain such consent after having used commercially reasonably efforts to any Lender or participant do so (it being agreed that the use of commercially reasonable efforts shall not require the payment by the Borrower or any other Person as a result of the Co-Collateral Agent’s rights under Section 6.05 and Section 6.08its Affiliates of any consent fees or similar payments to landlords).

Additional Collateral, etc. (a) With respect to any Property Collateral acquired after the Closing Date or with respect to any property or asset which becomes Collateral pursuant to the definition thereof after the Closing Date or, in the case of inventory or equipment that is part of the Collateral, any material Collateral moved after the Closing Date by the Company Borrower or any Subsidiary Guarantor other Loan Party (other than (w) any interest in real property or any Property Collateral described in paragraph paragraphs (b), (c) or (d) of this Section 6.08, (x) any Property subject to a Lien permitted by Section 7.03(g) or (y) Property acquired by an Excluded SubsidiarySection) as to which the applicable Collateral AgentTrustee, for the benefit of the Secured Parties, does not have a perfected Liensecurity interest, promptly (and, in any event, within 20 Business Days following the date of such acquisition or designation) (i) execute and deliver to the Administrative Agent, the Collateral Agent and the applicable Collateral Trustee such amendments to the Guarantee and Collateral Agreement, the Texas Genco Security Agreement and or such other documents (including intellectual property security agreements) Security Documents as the Collateral Agent reasonably 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 Secured Parties, a security interest in such Property (to the extent such Property is of a type that would constitute Collateral as described in the Guarantee and Collateral Agreement) and (ii) take all actions reasonably necessary or advisable reasonably requested by the Administrative Agent to grant to the applicable Collateral AgentTrustee, for the benefit of the Secured Parties, a perfected (subject to the limitations set forth in Section 3.19) first priority security interest in such Collateral (subjectother than any Excluded Perfection Assets and, except in the case of the pledge of Capital Stock of any Subsidiarywith respect to Pledged Securities, subject to Liens permitted by Section 7.03) in such Property (to the extent required by the Guarantee and Collateral AgreementPermitted Liens), including without limitation, the filing of Uniform Commercial Code UCC financing statements and/or intellectual property security agreements 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 simple interest in any Collateral consisting of real property having a value (together with improvements thereof) or any lease of at least $5,000,000 Collateral consisting of real property acquired or leased after the Closing Date by the Company Borrower or any Subsidiary Guarantor other Loan Party or which becomes Collateral pursuant to the definition thereof (or owned by other than any Person that becomes a Subsidiary GuarantorExcluded Perfection Assets), the Company shall notify the Collateral Agent and the Co-Collateral Agent promptly after the Borrower obtains knowledge thereof(and, to permit the Collateral Agent and the Co-Collateral Agent to comply with the Flood Insurance Lawsin any event, and within 90 60 days following the date of such acquisition of such real property or the date on which such Person becomes a Subsidiary Guarantor (or such longer period as the Collateral Agent and the Co-Collateral Agent shall reasonably agree or as may be reasonably required to permit completion of flood insurance diligence by the Collateral Agent and the Co-Collateral Agent), acquisition) (i) execute and deliver a first priority Mortgage in favor of the applicable Collateral AgentTrustee, for the benefit of the Secured Parties, covering such real propertyproperty and complying with the provisions herein and in the Security Documents, (ii) if requested provide the Secured Parties with (A) title and extended coverage insurance covering such real property in an amount at least equal to the purchase price of such real property (or such other amount as shall be reasonably specified by the Collateral Administrative Agent, deliver to 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 required by the Administrative Agent, the Collateral Agent or the applicable Collateral Trustee and are obtainable in the State in which such Mortgaged Property is located, as well as a current ALTA survey thereof complying with the requirements set forth in Schedule 5.09(b) and all of the other provisions herein and in the Security Documents, together with a surveyor’s certificate and (AB) a lender’s title insurance policyany consents or estoppels reasonably deemed necessary or advisable by the Administrative Agent, the Collateral Agent or the applicable Collateral Trustee in connection with such Mortgage, each of the foregoing in form and substance reasonably acceptable to the Collateral Agent, insuring such Mortgage as a first lien on such Mortgaged Property (subject only to Liens permitted by Section 7.03), (B) an American Land Title Association/American Congress of Surveying and Mapping (ALTA/ACSM) form of survey by a duly registered and licensed land surveyor for which all necessary fees have been paid dated a date reasonably acceptable to the Collateral Agent, certified to the Collateral Agent and the title company in a manner reasonably satisfactory to the Collateral Administrative Agent, (C) to the extent required by Financial Institutions Reform, Recovery, and Enforcement Act of 1989, Pub.L. 101-73, ▇▇▇ ▇▇▇▇. ▇▇▇, enacted August 9, 1989, or any other applicable law, an appraisal, and (D) an opinion of local counsel reasonably satisfactory to the Collateral Agent. No later than 30 days (or such later date as the Collateral Agent or Co-Collateral Agent shall reasonably agree) prior to the date on which a Mortgage is executed and delivered pursuant to this Section 6.08(b), in order to comply with the Flood Laws, the Collateral Agent and the Co-applicable Collateral Agent shall have received the following documents (collectively, the “Flood Documents”), in form and substance reasonably satisfactory thereto: (1) a completed standard “life of loan” flood hazard determination form (a “Flood Determination Form”)Trustee, (2iii) if reasonably requested by the improvement(s) Administrative Agent, deliver to the applicable improved real property is located in a special flood hazard areaAdministrative Agent, a notification to the Company (“Company Notice”) and (if applicable) notification to the Company that flood insurance coverage under the National Flood Insurance Program (“NFIP”) is not available because the community does not participate in the NFIP, (3) documentation evidencing the Company’s receipt of the Company Notice (e.g., countersigned Company Notice, return receipt of certified U.S. Mail, or overnight delivery), and (4) if the Company Notice is required to be given and flood insurance is available in the community in which the property is located, evidence of flood insurance reasonably satisfactory to the Collateral Agent and the Co-applicable Collateral Agent (any of the foregoing being “Evidence of Flood Insurance”). Notwithstanding anything Trustee legal opinions relating to the contrary contained hereinmatters described above, if either the Collateral Agent or the Co-Collateral Agent are unable or fail to complete flood insurance diligence to its reasonable satisfaction so as to permit the Company or any Subsidiary Guarantor to deliver a Mortgage as required by this Section 6.08(b), then so long as the Company or such Subsidiary Guarantor otherwise has complied with this Section 6.08(b), the Company or such Subsidiary Guarantor shall have no obligation hereunder to deliver such Mortgage (and no Event of Default which opinions shall be deemed in form and substance, and from counsel, reasonably satisfactory to arise from the Company’s or such Subsidiary Guarantor’s failure to deliver such Mortgage) unless and until both Administrative Agent, the Collateral Agent and the Co-applicable Collateral Trustee and (iv) deliver to the Administrative Agent completes a notice identifying the consultant’s reports, environmental site assessments or other documents relied upon by the Borrower or any other Loan Party to determine that any such flood insurance diligence 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 their reasonable satisfaction (after which determine that the Company or operations on any such Subsidiary Guarantor shall have a period of 30 additional days following written notification thereof to execute and deliver real property included in such Mortgage). If at any time while this Agreement Collateral is in effect Bank of America, N.A. ceases to be a Lender, then there shall no longer be a Co-Collateral Agent hereunder, and all consent or approval rights of Co-Collateral Agent contained in this Agreement (including, without limitation, in Section 6.05 and this Section 6.08(b)) shall be deemed to be satisfied by the consent or approval of the Collateral Agent; provided, however, that at any time thereafter, the Required Lenders may elect to designate and appoint a successor Co-Collateral Agent, which successor Co-Collateral Agent shall be (i) a Lender, (ii) a bank compliance with an office in New York, New York, or an Affiliate of any such bank, and (iii) reasonably satisfactory Environmental Law except to the Companyextent any non-compliance could not, reasonably be expected to result in which event such successor Co-Collateral Agent shall become vested with all the rights, powers, privileges and duties of the Co-Collateral Agent hereundera material Environmental Liability. (c) With respect to 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 Subsidiary), 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 Company Borrower or any of its Restricted Subsidiaries the Subsidiaries, promptly (other than by an Excluded Subsidiary)and, in any event, within 45 20 days following such creation or the date of such creation or acquisition (or such longer period as the Collateral Agent shall reasonably agreeacquisition), (i) execute and deliver to the Administrative Agent, the Collateral Agent and the applicable Collateral 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 to grant to the applicable Collateral Trustee, for the benefit of the Secured Parties, a valid, perfected first priority security interest in the Equity Interests in such new Subsidiary that are owned by the Borrower or any of the Subsidiaries, (ii) deliver to the applicable Collateral Trustee the certificates, if any, representing such Equity Interests, together with undated instruments of transfer or stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Subsidiary, as the case may be, (iii) cause such new Subsidiary that is not an Excluded Subsidiary or an Unrestricted Subsidiary (A) to become a party to the Guarantee and Collateral Agreement 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 reasonably requested by the Administrative Agent to grant to the applicable Collateral Trustee, for the benefit of the Secured Parties, a perfected (subject to the limitations set forth in Section 3.19) first priority security interest (except with respect to Pledged Securities, subject to Permitted Liens) 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 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 law or as may be reasonably requested by the Administrative Agent, the Collateral Agent or the applicable Collateral Trustee and (iv) deliver to the Administrative Agent, the Collateral Agent and the applicable Collateral Trustee, if reasonably requested, legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent, the Collateral Agent and the applicable Collateral Trustee. (d) With respect to any new Excluded Foreign Subsidiary created or acquired after the Closing Date by the Borrower or any of its Subsidiaries, promptly (and, in any event, within 25 days following such creation or the date of such acquisition) (i) execute and deliver to the Administrative Agent, the Collateral Agent and the applicable Collateral 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 advisable in order to grant to the Collateral Trustee, for the benefit of the 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 Company Borrower or any of its Domestic Subsidiaries (provided that in no event shall more than 66% of the total outstanding voting first-tier Equity Interests in any such new Excluded Foreign Subsidiary Guarantor (be required to the extent such Capital Stock is of a type that would constitute Collateral as described in the Guarantee and Collateral Agreementbe so pledged), (ii) deliver to the applicable Collateral Agent Trustee the certificates representing such Capital Stock (to the extent such Capital Stock is of a type that would constitute Collateral as described in the Guarantee and Collateral Agreement)Equity Interests, together with undated instruments of transfer or stock powers, in blank, executed and delivered by a duly authorized officer of the Company Borrower or such Subsidiary GuarantorDomestic 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 security interest of such Collateral Trustee thereon and (iii) cause such new Subsidiary (A) to become a party deliver to the Guarantee and Collateral Agreement and (B) to take such actions necessary or advisable to grant to Administrative Agent, the Collateral Agent for the benefit of the Secured Parties a perfected first priority security interest and such Collateral Trustee, if reasonably requested, legal opinions (subject, except which may be delivered by in-house counsel if admitted in the case of the pledge of any Capital Stock of any Subsidiary, to Liens permitted by Section 7.03relevant jurisdiction) in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary to the extent required by the Guarantee and Collateral Agreement, including, without limitation, the filing of Uniform Commercial Code financing statements and intellectual property security agreements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law and if reasonably requested by the Collateral Agent, with respect to any Subsidiary other than an Immaterial Subsidiary, deliver to the Collateral Agent customary legal opinions relating to the matters described above. (d) The Co-, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent, the Collateral Agent shall not have any duties or obligations except those expressly set forth in Section 6.05 and Section 6.08. Without limiting the generality of the foregoing, the Co-such Collateral Agent is not subject to any fiduciary or other implied duties, nor has any duty or obligation to any Lender or participant or any other Person as a result of the Co-Collateral Agent’s rights under Section 6.05 and Section 6.08Trustee.

Additional Collateral, etc. (a) With respect to any Property acquired after the Restatement Closing Date by the Company Parent, the Borrower or any Subsidiary Guarantor (other than (u) personal property as to which the Administrative Agent, 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 Unrestricted Subsidiary organized under the laws of any jurisdiction outside the United States, (w) any interest in real property or any Property described in paragraph (bc) or (d) of this Section 6.08Section, (x) any interest in real property, (y) any foreign intellectual property and (z) any Property subject to a Lien permitted by Section 7.03(g7.3(g), (k) or (y) Property acquired by an Excluded Subsidiarym)) as to which the Collateral Administrative Agent, for the benefit of the Secured Parties, does not have a perfected LienLien to the extent required pursuant to the Guarantee and Collateral Agreement, promptly (i) execute and deliver to the Collateral Administrative Agent such amendments to the Guarantee and Collateral Agreement and or such other documents (including intellectual property security agreements) as the Collateral Administrative Agent reasonably deems necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the Secured Parties, a security interest in such Property (to the extent such Property is of a type that would constitute Collateral as described in the Guarantee and Collateral Agreement) and (ii) take all actions reasonably necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest (subject, except in the case of the pledge of Capital Stock of any Subsidiary, subject to Liens permitted by Section 7.03) in such Property (to the extent required by the Guarantee and Collateral Agreement)) security interest in such Property, including without limitation, the filing of Uniform Commercial Code financing statements 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 Administrative Agent. (b) With respect to (i) any fee simple interest in any real property having a value (together with improvements thereof) of at least $5,000,000 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 Company Parent, the Borrower or any Subsidiary Guarantor (which, for purposes of this paragraph, shall include any such property owned or owned leased by any Person that 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 Restatement Closing Date by the Parent, the Borrower or any Subsidiary Guarantor (in each case other than any such real property subject to a Lien expressly permitted by Section 7.3(g), (k) or (m)), if, at the Company shall notify time of such acquisition or lease commencement, the Collateral Agent aggregate value of all leasehold and fee-owned real property of the Borrower and the Co-Collateral Agent promptly after 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) is less than 250% of the Assumed Loan Amount (provided that, notwithstanding the foregoing requirement, the Parent, the Borrower obtains knowledge thereofand the Subsidiary Guarantors may elect to exclude leasehold interests in real property and fee-owned real property, to permit the Collateral Agent extent that such leasehold interests and fee interests (i) have an aggregate value, measured at the Co-Collateral Agent to comply time of any such election, not in excess of $150,000,000 (valued in accordance with the Flood Insurance LawsSchedule 6.9(b)-1) or (ii) are listed on Schedule 6.9(b)-2 ), and within then no later than 90 days following after the date of such acquisition of such real property or the date on which such Person becomes a Subsidiary Guarantor lease commencement: (or such longer period as the Collateral Agent and the Co-Collateral Agent shall reasonably agree or as may be reasonably required to permit completion of flood insurance diligence by the Collateral Agent and the Co-Collateral Agent), (iA) execute and deliver a first priority Mortgage in favor of the Collateral Administrative Agent, for the benefit of the Secured Parties, covering such real property, subject to any Liens permitted by Section 7.3; (iiB) if requested by the Collateral Administrative Agent, deliver provide the Lenders with (w) title and extended coverage insurance covering such real property in an amount at least equal to the Collateral Agent (A) a lender’s title insurance policy, in form and substance reasonably acceptable to the Collateral Agent, insuring purchase price of such Mortgage as a first lien on such Mortgaged Property (subject only to Liens permitted by Section 7.03), (B) an American Land Title Association/American Congress of Surveying and Mapping (ALTA/ACSM) form of survey by a duly registered and licensed land surveyor for which all necessary fees have been paid dated a date reasonably acceptable to the Collateral Agent, certified to the Collateral Agent and the title company in a manner reasonably satisfactory to the Collateral Agent, (C) to the extent required by Financial Institutions Reform, Recovery, and Enforcement Act of 1989, Pub.L. 101-73, ▇▇▇ ▇▇▇▇. ▇▇▇, enacted August 9, 1989, or any other applicable law, an appraisal, and (D) an opinion of local counsel reasonably satisfactory to the Collateral Agent. No later than 30 days real property (or such later date other amount as shall be reasonably specified by the Collateral Administrative Agent) as well as an ALTA survey thereof, together with a surveyor’s certificate, (x) any consents or estoppels reasonably deemed necessary or advisable by the Administrative Agent or Co-Collateral Agent shall reasonably agree) prior to in connection with such Mortgage, each of the date on which a Mortgage is executed and delivered pursuant to this Section 6.08(b), in order to comply with the Flood Laws, the Collateral Agent and the Co-Collateral Agent shall have received the following documents (collectively, the “Flood Documents”), foregoing in form and substance reasonably satisfactory thereto: to the Administrative Agent, (1y) 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 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) deliver to the Administrative Agent a completed standard “life of loanLife-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to such Mortgaged Property (together with a notice about special flood hazard determination form (a “Flood Determination Form”), (2area status and flood disaster assistance duly executed by the Borrower and each Loan Party relating thereto) and if the improvement(s) to the applicable improved real property any such Mortgaged Property is located in a special flood hazard area, a notification to the Company (“Company Notice”) and (if applicable) notification to the Company that flood insurance coverage under the National Flood Insurance Program (“NFIP”) is not available because the community does not participate in the NFIP, (3) documentation evidencing the Company’s receipt of the Company Notice (e.g., countersigned Company Notice, return receipt of certified U.S. Mail, or overnight delivery), and (4) if the Company Notice is required to be given and flood insurance is available in the community in which the property is located, evidence of flood insurance in form and amount reasonably satisfactory to the Collateral 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 the Co-Collateral Administrative Agent described in the preceding clause (any 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, conferring on the Administrative Agent rights of default notice, cure opportunity and such other leasehold lender protections as the Administrative Agent may reasonably require. Notwithstanding the foregoing, the Administrative Agent may extend the date for, or waive, in whole or in part, the foregoing being “Evidence of Flood Insurance”). Notwithstanding anything to the contrary contained herein, if either the Collateral Agent or the Co-Collateral Agent are unable or fail to complete flood insurance diligence to deliveries in its reasonable satisfaction so as to permit the Company or any Subsidiary Guarantor to deliver a Mortgage as required by this Section 6.08(b), then so long as the Company or such Subsidiary Guarantor otherwise has complied with this Section 6.08(b), the Company or such Subsidiary Guarantor shall have no obligation hereunder to deliver such Mortgage (and no Event of Default shall be deemed to arise from the Company’s or such Subsidiary Guarantor’s failure to deliver such Mortgage) unless and until both the Collateral Agent and the Co-Collateral Agent completes such flood insurance diligence to their reasonable satisfaction (after which the Company or such Subsidiary Guarantor shall have a period of 30 additional days following written notification thereof to execute and deliver such Mortgage). If at any time while this Agreement is in effect Bank of America, N.A. ceases to be a Lender, then there shall no longer be a Co-Collateral Agent hereunder, and all consent or approval rights of Co-Collateral Agent contained in this Agreement (including, without limitation, in Section 6.05 and this Section 6.08(b)) shall be deemed to be satisfied by the consent or approval of the Collateral Agent; provided, however, that at any time thereafter, the Required Lenders may elect to designate and appoint a successor Co-Collateral Agent, which successor Co-Collateral Agent shall be (i) a Lender, (ii) a bank with an office in New York, New York, or an Affiliate of any such bank, and (iii) reasonably satisfactory to the Company, in which event such successor Co-Collateral Agent shall become vested with all the rights, powers, privileges and duties of the Co-Collateral Agent hereundersole discretion. (c) With respect to 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 Excluded Unrestricted Subsidiary), by the Company Parent, the Borrower or any of its Restricted Subsidiaries (other than by an Excluded Subsidiary)Subsidiary Guarantor, within 45 days following the date of such creation or acquisition (or such longer period as the Collateral Agent shall reasonably agree), promptly (i) execute and deliver to the Collateral Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Collateral Administrative Agent deems necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by the Company Parent, the Borrower or any Subsidiary Guarantor (to the extent other than any such Capital Stock is of subject to a type that would constitute Collateral as described in Lien expressly permitted by Section 7.3(m)), subject to the Liens permitted by the Guarantee and Collateral Agreement), (ii) deliver to the Collateral Administrative Agent the certificates representing such Capital Stock (to the extent such Capital Stock is of a type that would constitute Collateral as described in the Guarantee and Collateral Agreement)Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Company Parent, the Borrower or such Subsidiary Guarantor, as the case may be and be, (iii) if such new Subsidiary is a Wholly Owned Subsidiary, 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 Collateral Administrative Agent for the benefit of the Secured Parties a perfected first priority security interest (subject, except in the case of the pledge of any Capital Stock of any Subsidiary, to Liens permitted by Section 7.03) in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary Subsidiary, subject to the extent required Liens permitted by the Guarantee and Collateral Agreement, including, without limitation, the filing of Uniform Commercial Code financing statements and intellectual property security agreements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law and if reasonably or as may be requested by the Collateral Administrative Agent, with respect to any Subsidiary other than an Immaterial Subsidiaryand (iv) if requested by the Administrative Agent, deliver to the Collateral Administrative Agent customary legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. (d) The Co-With respect to any new Class II Restricted Subsidiary or CFC Class II Holdco created or acquired after the Restatement Closing Date by the Parent, the Borrower or any Subsidiary Guarantor (which, for purposes of this paragraph (d), shall include any Unrestricted Subsidiary that becomes a Class II Restricted Subsidiary), promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems necessary or advisable in order to grant to the Administrative Agent, for the benefit of the 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 new Subsidiary that is owned by the Parent, the Borrower or any Subsidiary Guarantor (other than any such Capital Stock subject to a Lien expressly permitted by Section 7.3(m)) (provided that in no event shall more than 65% of the total outstanding Capital Stock of any such new Class II Restricted Subsidiary or CFC Class II Holdco be required to be so pledged), (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Parent, 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 Lien of the Administrative Agent thereon, and (iii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. (e) Notwithstanding anything else to the contrary contained in this Section or elsewhere in the Agreement, perfection of Collateral shall not have any duties be required where either the burden or obligations except those expressly set forth costs of perfecting a security interest, lien or mortgage is reasonably determined by the Administrative Agent to be excessive in Section 6.05 and Section 6.08. Without limiting relation to the generality of benefit afforded to the foregoing, the Co-Collateral Agent is not subject to any fiduciary or other implied duties, nor has any duty or obligation to any Lender or participant or any other Person as a result of the Co-Collateral Agent’s rights under Section 6.05 and Section 6.08Lenders thereby.

Additional Collateral, etc. (a) With respect to any personal Property acquired after the Closing Initial Amendment Date by the Company Parent or any Subsidiary Guarantor of its Subsidiaries (other than (w) any leasehold, easement or fee interest in real property or any Property described in paragraph (b) of this Section 6.08property, (x) any Property subject to a Lien expressly permitted by Section 7.03(g) or 7.3(g), (y) Property acquired by an Excluded Subsidiary and (z) Property acquired directly by the Parent, Holdings or SBA Senior Finance other than the Capital Stock of a Person of which any of Holdings, SBA Senior Finance or the Borrower is a Subsidiary) as to which the Collateral Administrative Agent, for the benefit of the Secured Parties, does not have a perfected Lien, promptly (i) execute and deliver to the Collateral Administrative Agent such amendments to the Guarantee and Collateral Agreement and or such other documents (including intellectual property security agreements) as the Collateral Administrative Agent reasonably deems necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the Secured Parties, a security interest in such Property (to the extent such Property is of a type that would constitute Collateral as described in the Guarantee and Collateral Agreement) and (ii) take all actions reasonably necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest (subject, except in the case of the pledge of Capital Stock of any Subsidiary, to Liens permitted by Section 7.03) in such Property (to the extent required by the Guarantee and Collateral Agreement)Property, including without limitation, the filing of Uniform Commercial Code financing statements 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 Administrative Agent. (b) With respect to any fee simple interest in any real property having a value (together with improvements thereof) of at least $5,000,000 acquired after the Closing Date by the Company or any Subsidiary Guarantor (or owned by any Person that becomes a Subsidiary Guarantor), the Company shall notify the Collateral Agent and the Co-Collateral Agent promptly after the Borrower obtains knowledge thereof, to permit the Collateral Agent and the Co-Collateral Agent to comply with the Flood Insurance Laws, and within 90 days following the date of such acquisition of such real property or the date on which such Person becomes a Subsidiary Guarantor (or such longer period as the Collateral Agent and the Co-Collateral Agent shall reasonably agree or as may be reasonably required to permit completion of flood insurance diligence by the Collateral Agent and the Co-Collateral Agent), (i) execute and deliver a Mortgage in favor of the Collateral Agent, for the benefit of the Secured Parties, covering such real property, (ii) if requested by the Collateral Agent, deliver to the Collateral Agent (A) a lender’s title insurance policy, in form and substance reasonably acceptable to the Collateral Agent, insuring such Mortgage as a first lien on such Mortgaged Property (subject only to Liens permitted by Section 7.03), (B) an American Land Title Association/American Congress of Surveying and Mapping (ALTA/ACSM) form of survey by a duly registered and licensed land surveyor for which all necessary fees have been paid dated a date reasonably acceptable to the Collateral Agent, certified to the Collateral Agent and the title company in a manner reasonably satisfactory to the Collateral Agent, (C) to the extent required by Financial Institutions Reform, Recovery, and Enforcement Act of 1989, Pub.L. 101-73, ▇▇▇ ▇▇▇▇. ▇▇▇, enacted August 9, 1989, or any other applicable law, an appraisal, and (D) an opinion of local counsel reasonably satisfactory to the Collateral Agent. No later than 30 days (or such later date as the Collateral Agent or Co-Collateral Agent shall reasonably agree) prior to the date on which a Mortgage is executed and delivered pursuant to this Section 6.08(b), in order to comply with the Flood Laws, the Collateral Agent and the Co-Collateral Agent shall have received the following documents (collectively, the “Flood Documents”), in form and substance reasonably satisfactory thereto: (1) a completed standard “life of loan” flood hazard determination form (a “Flood Determination Form”), (2) if the improvement(s) to the applicable improved real property is located in a special flood hazard area, a notification to the Company (“Company Notice”) and (if applicable) notification to the Company that flood insurance coverage under the National Flood Insurance Program (“NFIP”) is not available because the community does not participate in the NFIP, (3) documentation evidencing the Company’s receipt of the Company Notice (e.g., countersigned Company Notice, return receipt of certified U.S. Mail, or overnight delivery), and (4) if the Company Notice is required to be given and flood insurance is available in the community in which the property is located, evidence of flood insurance reasonably satisfactory to the Collateral Agent and the Co-Collateral Agent (any of the foregoing being “Evidence of Flood Insurance”). Notwithstanding anything to the contrary contained herein, if either the Collateral Agent or the Co-Collateral Agent are unable or fail to complete flood insurance diligence to its reasonable satisfaction so as to permit the Company or any Subsidiary Guarantor to deliver a Mortgage as required by this Section 6.08(b), then so long as the Company or such Subsidiary Guarantor otherwise has complied with this Section 6.08(b), the Company or such Subsidiary Guarantor shall have no obligation hereunder to deliver such Mortgage (and no Event of Default shall be deemed to arise from the Company’s or such Subsidiary Guarantor’s failure to deliver such Mortgage) unless and until both the Collateral Agent and the Co-Collateral Agent completes such flood insurance diligence to their reasonable satisfaction (after which the Company or such Subsidiary Guarantor shall have a period of 30 additional days following written notification thereof to execute and deliver such Mortgage). If at any time while this Agreement is in effect Bank of America, N.A. ceases to be a Lender, then there shall no longer be a Co-Collateral Agent hereunder, and all consent or approval rights of Co-Collateral Agent contained in this Agreement (including, without limitation, in Section 6.05 and this Section 6.08(b)) shall be deemed to be satisfied by the consent or approval of the Collateral Agent; provided, however, that at any time thereafter, the Required Lenders may elect to designate and appoint a successor Co-Collateral Agent, which successor Co-Collateral Agent shall be (i) a Lender, (ii) a bank with an office in New York, New York, or an Affiliate of any such bank, and (iii) reasonably satisfactory to the Company, in which event such successor Co-Collateral Agent shall become vested with all the rights, powers, privileges and duties of the Co-Collateral Agent hereunder. (c) With respect to any new Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Initial Amendment Date (which, for the purposes of this paragraph, shall include any existing Subsidiary that ceases to be an Excluded Subsidiary or Securitization Subsidiary), ) by the Company Borrower or any of its Restricted Subsidiaries (other than by an Excluded Subsidiary)Subsidiaries, within 45 days following the date of such creation or acquisition (or such longer period as the Collateral Agent shall reasonably agree), promptly (i) execute and deliver to the Collateral Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Collateral Administrative Agent deems necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by the Company Borrower or any Subsidiary Guarantor (to the extent such Capital Stock is of a type that would constitute Collateral as described in the Guarantee and Collateral Agreement)its Subsidiaries, (ii) deliver to the Collateral Administrative Agent the certificates representing such Capital Stock (to the extent such Capital Stock is of a type that would constitute Collateral as described in the Guarantee and Collateral Agreement)Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Company Borrower or such Subsidiary GuarantorSubsidiary, as the case may be and 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 Collateral Administrative Agent for the benefit of the Secured Parties a perfected first priority security interest (subject, except in the case of the pledge of any Capital Stock of any Subsidiary, to Liens permitted by Section 7.03) in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary to the extent required by the Guarantee and Collateral AgreementSubsidiary, including, without limitation, the filing of Uniform Commercial Code financing statements and intellectual property security agreements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law and if reasonably or as may be requested by the Collateral Administrative Agent, with respect to any Subsidiary other than an Immaterial Subsidiaryand (iv) if requested by the Administrative Agent, deliver to the Collateral Administrative Agent customary legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. (dc) The Co-With respect to any new Excluded Subsidiary created or acquired after the Initial Amendment Date by the Borrower or any of its Subsidiaries, promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent shall not have any duties deems necessary or obligations except those expressly set forth advisable in Section 6.05 and Section 6.08. Without limiting order to grant to the generality Administrative Agent, for the benefit of the foregoingSecured Parties, a perfected first priority security interest in the Co-Collateral Agent Capital Stock of such new Excluded Subsidiary that is not subject to any fiduciary or other implied duties, nor has any duty or obligation to any Lender or participant owned by the Borrower or any other Person as a result of its Subsidiaries (provided that in no event shall more than 65% of the Co-Collateral total outstanding Capital Stock of any such new Excluded Subsidiary be required to be so pledged), (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Excluded Subsidiary, as the case may be, and take such other action as may be necessary or, in the opinion of the Administrative Agent’s rights under Section 6.05 , desirable to perfect the Lien of the Administrative Agent thereon, and Section 6.08(iii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. For the avoidance of doubt, no local perfection measures shall be taken in any foreign jurisdiction.

Additional Collateral, etc. (a) With respect to any Specified Personal Property acquired after the Closing Date by the Company Borrower or any Subsidiary Guarantor (other than (w) any interest in real property or any Property described in paragraph (b) of this Section 6.08, (x) any Property subject to a Lien expressly permitted by Section 7.03(g7.3(g) or (y) Property acquired by an Excluded Subsidiary7.3(j)) as to which the Collateral Administrative Agent, for the benefit of the Secured Parties, does not have a perfected Lien, promptly (i) execute and deliver to the Collateral Administrative Agent such amendments to the Guarantee and Collateral Agreement and or such other documents (including intellectual property security agreements) as the Collateral Administrative Agent reasonably deems necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the Secured Parties, a security interest in such Property (to the extent such Property is of a type that would constitute Collateral as described in the Guarantee and Collateral Agreement) and (ii) take all actions reasonably necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest (subject, except in the case of the pledge of Capital Stock of any Subsidiary, to Liens permitted by Section 7.03) in such Property (Property, subject to the extent required by the Guarantee and Collateral Agreement)Permitted Liens, including without limitation, the filing of Uniform Commercial Code financing statements 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 Administrative Agent. (b) With respect to any fee simple interest in any real property having a value (together with improvements thereof) of at least $5,000,000 acquired after the Closing Date by the Company or any Subsidiary Guarantor (or owned by any Person that becomes a Subsidiary Guarantor), the Company shall notify the Collateral Agent and the Co-Collateral Agent promptly after the Borrower obtains knowledge thereof, to permit the Collateral Agent and the Co-Collateral Agent to comply with the Flood Insurance Laws, and within 90 days following the date of such acquisition of such real property or the date on which such Person becomes a Subsidiary Guarantor (or such longer period as the Collateral Agent and the Co-Collateral Agent shall reasonably agree or as may be reasonably required to permit completion of flood insurance diligence by the Collateral Agent and the Co-Collateral Agent), (i) execute and deliver a Mortgage in favor of the Collateral Agent, for the benefit of the Secured Parties, covering such real property, (ii) if requested by the Collateral Agent, deliver to the Collateral Agent (A) a lender’s title insurance policy, in form and substance reasonably acceptable to the Collateral Agent, insuring such Mortgage as a first lien on such Mortgaged Property (subject only to Liens permitted by Section 7.03), (B) an American Land Title Association/American Congress of Surveying and Mapping (ALTA/ACSM) form of survey by a duly registered and licensed land surveyor for which all necessary fees have been paid dated a date reasonably acceptable to the Collateral Agent, certified to the Collateral Agent and the title company in a manner reasonably satisfactory to the Collateral Agent, (C) to the extent required by Financial Institutions Reform, Recovery, and Enforcement Act of 1989, Pub.L. 101-73, ▇▇▇ ▇▇▇▇. ▇▇▇, enacted August 9, 1989, or any other applicable law, an appraisal, and (D) an opinion of local counsel reasonably satisfactory to the Collateral Agent. No later than 30 days (or such later date as the Collateral Agent or Co-Collateral Agent shall reasonably agree) prior to the date on which a Mortgage is executed and delivered pursuant to this Section 6.08(b), in order to comply with the Flood Laws, the Collateral Agent and the Co-Collateral Agent shall have received the following documents (collectively, the “Flood Documents”), in form and substance reasonably satisfactory thereto: (1) a completed standard “life of loan” flood hazard determination form (a “Flood Determination Form”), (2) if the improvement(s) to the applicable improved real property is located in a special flood hazard area, a notification to the Company (“Company Notice”) and (if applicable) notification to the Company that flood insurance coverage under the National Flood Insurance Program (“NFIP”) is not available because the community does not participate in the NFIP, (3) documentation evidencing the Company’s receipt of the Company Notice (e.g., countersigned Company Notice, return receipt of certified U.S. Mail, or overnight delivery), and (4) if the Company Notice is required to be given and flood insurance is available in the community in which the property is located, evidence of flood insurance reasonably satisfactory to the Collateral Agent and the Co-Collateral Agent (any of the foregoing being “Evidence of Flood Insurance”). Notwithstanding anything to the contrary contained herein, if either the Collateral Agent or the Co-Collateral Agent are unable or fail to complete flood insurance diligence to its reasonable satisfaction so as to permit the Company or any Subsidiary Guarantor to deliver a Mortgage as required by this Section 6.08(b), then so long as the Company or such Subsidiary Guarantor otherwise has complied with this Section 6.08(b), the Company or such Subsidiary Guarantor shall have no obligation hereunder to deliver such Mortgage (and no Event of Default shall be deemed to arise from the Company’s or such Subsidiary Guarantor’s failure to deliver such Mortgage) unless and until both the Collateral Agent and the Co-Collateral Agent completes such flood insurance diligence to their reasonable satisfaction (after which the Company or such Subsidiary Guarantor shall have a period of 30 additional days following written notification thereof to execute and deliver such Mortgage). If at any time while this Agreement is in effect Bank of America, N.A. ceases to be a Lender, then there shall no longer be a Co-Collateral Agent hereunder, and all consent or approval rights of Co-Collateral Agent contained in this Agreement (including, without limitation, in Section 6.05 and this Section 6.08(b)) shall be deemed to be satisfied by the consent or approval of the Collateral Agent; provided, however, that at any time thereafter, the Required Lenders may elect to designate and appoint a successor Co-Collateral Agent, which successor Co-Collateral Agent shall be (i) a Lender, (ii) a bank with an office in New York, New York, or an Affiliate of any such bank, and (iii) reasonably satisfactory to the Company, in which event such successor Co-Collateral Agent shall become vested with all the rights, powers, privileges and duties of the Co-Collateral Agent hereunder. (c) With respect to any new 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 Company Borrower or any of its Restricted Subsidiaries (other than by an Excluded Subsidiary)the Subsidiary Guarantors, within 45 days following the date of such creation or acquisition (or such longer period as the Collateral Agent shall reasonably agree), promptly (i) execute and deliver to the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by the Company or any Subsidiary Guarantor (to the extent such Capital Stock is of a type that would constitute Collateral as described in the Guarantee and Collateral Agreement), (ii) deliver to the Collateral Agent the certificates representing such Capital Stock (to the extent such Capital Stock is of a type that would constitute Collateral as described in the Guarantee and Collateral Agreement), together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Company or such Subsidiary Guarantor, as the case may be and (iii) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement and (B) in the case of any Domestic Subsidiary, to take such actions necessary or advisable to grant to the Collateral Administrative Agent for the benefit of the Secured Parties a perfected first priority security interest (subject, except in the case of the pledge of any Capital Stock of any Subsidiary, to Liens permitted by Section 7.03) in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary (subject to the extent required by the Guarantee and Collateral AgreementPermitted Liens), including, without limitation, the filing of Uniform Commercial Code financing statements and intellectual property security agreements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent, and (ii) if reasonably requested by the Collateral Administrative Agent, with respect to any Subsidiary other than an Immaterial Subsidiary, deliver to the Collateral Administrative Agent customary legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. (d) The Co-Collateral Agent shall not have any duties or obligations except those expressly set forth in Section 6.05 and Section 6.08. Without limiting the generality of the foregoing, the Co-Collateral Agent is not subject to any fiduciary or other implied duties, nor has any duty or obligation to any Lender or participant or any other Person as a result of the Co-Collateral Agent’s rights under Section 6.05 and Section 6.08.

Additional Collateral, etc. (a) With respect to any Property acquired after the Closing Amendment/Restatement Effective Date by the Company Borrower or any Subsidiary Guarantor of its Subsidiaries (other than (v) any leasehold interests in real property, (w) any Intellectual Property to the extent creation of a security interest in real property or therein would be contractually prohibited, (x) any Property described in paragraph (b) or paragraph (c) of this Section 6.08Section, (xy) any Property subject to a Lien expressly permitted by Section 7.03(g6.3(g) or and (yz) Property acquired by an Excluded Foreign Subsidiary) as to which the Collateral Administrative Agent, for the benefit of the Secured PartiesLenders, does not have a perfected Lien, promptly (i) execute and deliver to the Collateral Administrative Agent such amendments to the Guarantee and Collateral Agreement and or such other documents (including intellectual property security agreements) as the Collateral Administrative Agent reasonably deems necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the Secured PartiesLenders, a security interest in such Property (to the extent such Property is of a type that would constitute Collateral as described in the Guarantee and Collateral Agreement) and (ii) take all actions reasonably necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the Secured PartiesLenders, a perfected first priority security interest in such Property (subject, except in the case of the pledge of Capital Stock of any Subsidiary, subject to Liens permitted by Section 7.03) in such Property (to the extent required by the Guarantee and Collateral Agreement6.3), including without limitation, the filing of Uniform Commercial Code financing statements 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 Administrative Agent. (b) With respect to any fee simple interest in any real property having a value (together with improvements thereof) of at least $5,000,000 500,000 acquired after the Closing Amendment/Restatement Effective Date by the Company Borrower or any Subsidiary Guarantor of its Subsidiaries (or owned by other than any Person that becomes a Subsidiary Guarantor), the Company shall notify the Collateral Agent and the Co-Collateral Agent promptly after the Borrower obtains knowledge thereof, to permit the Collateral Agent and the Co-Collateral Agent to comply with the Flood Insurance Laws, and within 90 days following the date of such acquisition of such real property owned by an Excluded Foreign Subsidiary or the date on which such Person becomes subject to a Subsidiary Guarantor (or such longer period as the Collateral Agent and the Co-Collateral Agent shall reasonably agree or as may be reasonably required to permit completion of flood insurance diligence Lien expressly permitted by the Collateral Agent and the Co-Collateral AgentSection 6.3(g)), promptly (i) execute and deliver a first priority Mortgage in favor of the Collateral Administrative Agent, for the benefit of the Secured PartiesLenders, covering such real property, (ii) if requested by the Collateral Administrative Agent, deliver provide the Lenders with (x) title and extended coverage insurance covering such real property in an amount at least equal to the Collateral Agent (A) a lender’s title insurance policy, in form and substance reasonably acceptable to the Collateral Agent, insuring purchase price of such Mortgage real estate as well as a first lien on such Mortgaged Property (subject only to Liens permitted by Section 7.03)current ALTA survey thereof, (B) an American Land Title Association/American Congress of Surveying and Mapping (ALTA/ACSM) form of survey by together with a duly registered and licensed land surveyor for which all necessary fees have been paid dated a date reasonably acceptable to the Collateral Agent, certified to the Collateral Agent and the title company in a manner reasonably satisfactory to the Collateral Agent, (C) to the extent required by Financial Institutions Reform, Recovery, and Enforcement Act of 1989, Pub.L. 101-73, ▇▇▇ ▇▇▇▇. ▇▇▇, enacted August 9, 1989, or any other applicable law, an appraisal, surveyor's certificate and (Dy) an opinion any consents or estoppels reasonably deemed necessary or advisable by the Administrative Agent in connection with such mortgage, each of local counsel reasonably satisfactory to the Collateral Agent. No later than 30 days (or such later date as the Collateral Agent or Co-Collateral Agent shall reasonably agree) prior to the date on which a Mortgage is executed and delivered pursuant to this Section 6.08(b), in order to comply with the Flood Laws, the Collateral Agent and the Co-Collateral Agent shall have received the following documents (collectively, the “Flood Documents”), foregoing in form and substance reasonably satisfactory thereto: to the Administrative Agent and (1) a completed standard “life of loan” flood hazard determination form (a “Flood Determination Form”), (2iii) if requested by the improvement(s) Administrative Agent, deliver to the applicable improved real property is located in a special flood hazard area, a notification Administrative Agent legal opinions covering matters consistent with those covered by opinions of counsel delivered on the Amendment/Restatement Effective Date relating to the Company (“Company Notice”) matters described above, which opinions shall be in form and (if applicable) notification to the Company that flood insurance coverage under the National Flood Insurance Program (“NFIP”) is not available because the community does not participate in the NFIP, (3) documentation evidencing the Company’s receipt of the Company Notice (e.g., countersigned Company Notice, return receipt of certified U.S. Mail, or overnight delivery)substance, and (4) if the Company Notice is required to be given and flood insurance is available in the community in which the property is locatedfrom counsel, evidence of flood insurance reasonably satisfactory to the Collateral Agent and the Co-Collateral Agent (any of the foregoing being “Evidence of Flood Insurance”). Notwithstanding anything to the contrary contained herein, if either the Collateral Agent or the Co-Collateral Agent are unable or fail to complete flood insurance diligence to its reasonable satisfaction so as to permit the Company or any Subsidiary Guarantor to deliver a Mortgage as required by this Section 6.08(b), then so long as the Company or such Subsidiary Guarantor otherwise has complied with this Section 6.08(b), the Company or such Subsidiary Guarantor shall have no obligation hereunder to deliver such Mortgage (and no Event of Default shall be deemed to arise from the Company’s or such Subsidiary Guarantor’s failure to deliver such Mortgage) unless and until both the Collateral Agent and the Co-Collateral Agent completes such flood insurance diligence to their reasonable satisfaction (after which the Company or such Subsidiary Guarantor shall have a period of 30 additional days following written notification thereof to execute and deliver such Mortgage). If at any time while this Agreement is in effect Bank of America, N.A. ceases to be a Lender, then there shall no longer be a Co-Collateral Agent hereunder, and all consent or approval rights of Co-Collateral Agent contained in this Agreement (including, without limitation, in Section 6.05 and this Section 6.08(b)) shall be deemed to be satisfied by the consent or approval of the Collateral Administrative Agent; provided, however, that at any time thereafter, the Required Lenders may elect to designate and appoint a successor Co-Collateral Agent, which successor Co-Collateral Agent shall be (i) a Lender, (ii) a bank with an office in New York, New York, or an Affiliate of any such bank, and (iii) reasonably satisfactory to the Company, in which event such successor Co-Collateral Agent shall become vested with all the rights, powers, privileges and duties of the Co-Collateral Agent hereunder. (c) With respect to any new Subsidiary of the Borrower (other than an Excluded Foreign Subsidiary) created or acquired after the Closing 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 Company Borrower or any of its Restricted Subsidiaries (other than by an Excluded Subsidiary)Subsidiaries, within 45 days following the date of such creation or acquisition (or such longer period as the Collateral Agent shall reasonably agree), promptly (i) execute and deliver to the Collateral Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Collateral Administrative Agent deems necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the Secured PartiesLenders, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by the Company Borrower or any Subsidiary Guarantor (to the extent such Capital Stock is of a type that would constitute Collateral as described in the Guarantee and Collateral Agreement)its Subsidiaries, (ii) deliver to the Collateral Administrative Agent the certificates representing such Capital Stock (to the extent such Capital Stock is of a type that would constitute Collateral as described in the Guarantee and Collateral Agreement)Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Company Borrower or such Subsidiary GuarantorSubsidiary, as the case may be and be, (iii) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement and (B) to take such actions reasonably necessary or advisable to grant to the Collateral Administrative Agent for the benefit of the Secured Parties Lenders a perfected first priority security interest (subject, except in the case of the pledge of any Capital Stock of any Subsidiary, to Liens permitted by Section 7.03) in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary (subject to Liens and other matters permitted by Section 6.3 and excluding leasehold interests in real property, and Intellectual Property to the extent required by the Guarantee and Collateral Agreementcreation of a security interest therein would be contractually prohibited), including, without limitation, the filing of Uniform Commercial Code financing statements and intellectual property security agreements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law and if reasonably or as may be requested by the Collateral Administrative Agent, with respect to any Subsidiary other than an Immaterial Subsidiaryand (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 customary 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. (d) The Co-Collateral Agent shall not have any duties or obligations except those expressly set forth in Section 6.05 and Section 6.08. Without limiting the generality of the foregoing, the Co-Collateral Agent is not subject to any fiduciary or other implied duties, nor has any duty or obligation to any Lender or participant or any other Person as a result of the Co-Collateral Agent’s rights under Section 6.05 and Section 6.08.

Additional Collateral, etc. (a) With respect to any Property property acquired after the Closing Date by the Company Borrower or any Subsidiary Guarantor (other than (w) any interest in real property or any Property described in paragraph (b) of this Section 6.08or (c) below), (x) any Property property constituting Excluded Assets and (y) any property subject to a Lien expressly permitted by Section 7.03(g) or (y) Property acquired by an Excluded Subsidiary7.3(g) as to which the Collateral Agent, for the benefit of the Secured Parties, does not have a perfected Lien, ) promptly (i) execute and deliver to the Collateral Agent such amendments to the Guarantee and Collateral Agreement and or such other documents (including intellectual property security agreements) as the Administrative Agent or the Collateral Agent reasonably deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a security interest in such Property (to the extent such Property is of a type that would constitute Collateral as described in the Guarantee and Collateral Agreement) property, and (ii) take all actions reasonably necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest (subject, except in the case of the pledge of Capital Stock of any Subsidiary, to Liens permitted by Section 7.03) in such Property property (subject to Permitted Liens), including the entering into of account control agreements (to the extent required by the Guarantee and Collateral AgreementSection 6.17), including without limitation, 90 ▇▇▇▇▇ Wind – Credit Agreement delivery of Collateral that can be perfected by possession and the filing of Uniform Commercial Code financing statements 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 Administrative Agent or the Collateral Agent; provided that the actions contemplated by clause (ii) shall not be required in respect of any such property if perfection of the security interest in such property requires more than the entering into of account control agreements (to the extent required by Section 6.17) and the filing of Uniform Commercial Code financing statements or delivery of Collateral that can be perfected by possession unless the value, in the reasonable opinion of the Borrower, of such property, individually or in the aggregate, is equal to $1,500,000 or more. (b) With respect to any fee simple or leased interest in any real property having a value (together with improvements thereof) that has a value, in the reasonable opinion of at least the Borrower, in excess of $5,000,000 1,500,000 acquired after the Closing Date by the Company Borrower or any Subsidiary Guarantor (or owned by other than (x) property constituting Excluded Assets and (y) any Person that becomes a Subsidiary Guarantor), the Company shall notify the Collateral Agent and the Co-Collateral Agent promptly after the Borrower obtains knowledge thereof, to permit the Collateral Agent and the Co-Collateral Agent to comply with the Flood Insurance Laws, and within 90 days following the date of such acquisition of such real property or the date on which such Person becomes subject to a Subsidiary Guarantor (or such longer period as the Collateral Agent and the Co-Collateral Agent shall reasonably agree or as may be reasonably required to permit completion of flood insurance diligence Lien expressly permitted by the Collateral Agent and the Co-Collateral AgentSection 7.3(g)), promptly (i) execute and deliver a Mortgage first priority mortgage or deed of trust, as applicable (or amendments to the existing Mortgage) in favor of the Collateral Agent, for the benefit of the Secured Parties, covering such real propertyproperty (subject to Permitted Liens), and (ii) if reasonably requested by the Administrative Agent or the Collateral Agent, deliver to provide the Collateral Agent (A) a lender’s Secured Parties with title insurance policyinsurance, in form and substance reasonably acceptable to the Collateral Agentsurveys, insuring such Mortgage as a first lien on such Mortgaged Property (subject only to Liens permitted by Section 7.03)consents, (B) an American Land Title Association/American Congress of Surveying and Mapping (ALTA/ACSM) form of survey by a duly registered and licensed land surveyor for which all necessary fees have been paid dated a date reasonably acceptable to the Collateral Agentestoppels, certified to the Collateral Agent and the title company in a manner reasonably satisfactory to the Collateral Agent, (C) to the extent required by Financial Institutions Reform, Recovery, and Enforcement Act of 1989, Pub.L. 101-73, ▇▇▇ ▇▇▇▇. ▇▇▇, enacted August 9, 1989, or any other applicable law, an appraisal, and (D) an opinion of local counsel reasonably satisfactory to the Collateral Agent. No later than 30 days (or such later date as the Collateral Agent or Co-Collateral Agent shall reasonably agree) prior to the date on which a Mortgage is executed and delivered pursuant to this Section 6.08(b), in order to comply with the Flood Laws, the Collateral Agent and the Co-Collateral Agent shall have received the following documents (collectively, the “Flood Documents”), in form and substance reasonably satisfactory thereto: (1) a completed standard flood “life of loan” certifications and proof of flood hazard determination form (a “Flood Determination Form”), (2) if the improvement(s) to the applicable improved real property is located in a special flood hazard area, a notification to the Company (“Company Notice”) and insurance (if applicable) notification to the Company that flood insurance coverage under the National Flood Insurance Program (“NFIP”) is not available because the community does not participate in the NFIP, (3) documentation evidencing the Company’s receipt of the Company Notice (e.g., countersigned Company Notice, return receipt of certified U.S. Mail, or overnight delivery), and (4) if the Company Notice is required to be given and flood insurance is available in the community in which the property is located, evidence of flood insurance reasonably satisfactory to the Collateral Agent and the Co-Collateral Agent (any of the foregoing being “Evidence of Flood Insurance”). Notwithstanding anything to the contrary contained herein, if either the Collateral Agent or the Co-Collateral Agent are unable or fail to complete flood insurance diligence to its reasonable satisfaction so as to permit the Company or any Subsidiary Guarantor to deliver a Mortgage as required by this Section 6.08(b), then so long as the Company or such Subsidiary Guarantor otherwise has complied with this Section 6.08(b), the Company or such Subsidiary Guarantor shall have no obligation hereunder to deliver such Mortgage (and no Event of Default shall be deemed to arise from the Company’s or such Subsidiary Guarantor’s failure to deliver such Mortgage) unless and until both the Collateral Agent and the Co-Collateral Agent completes such flood insurance diligence to their reasonable satisfaction (after which the Company or such Subsidiary Guarantor shall have a period of 30 additional days following written notification thereof to execute and deliver such Mortgage). If at any time while this Agreement is in effect Bank of America, N.A. ceases to be a Lender, then there shall no longer be a Co-Collateral Agent hereunder, and all consent or approval rights of Co-Collateral Agent contained in this Agreement (including, without limitationlegal opinions, in Section 6.05 and this Section 6.08(b)) shall be deemed each case with respect to be satisfied by the consent or approval of the Collateral Agent; provided, however, that at any time thereafter, the Required Lenders may elect to designate and appoint a successor Co-Collateral Agent, which successor Co-Collateral Agent shall be (i) a Lender, (ii) a bank with an office in New York, New York, or an Affiliate of any such bank, and (iii) reasonably satisfactory to the Companyreal property, in which event such successor Co-Collateral Agent shall become vested form and scope substantially consistent with all the rights, powers, privileges and duties of corresponding documentation delivered on the Co-Collateral Agent hereunderClosing Date. (c) With respect to any new Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date (which, for by the purposes of this paragraph, shall include Borrower or any existing Subsidiary that ceases to be an Excluded SubsidiaryGuarantor in accordance with Section 7.17(b), by the Company or any of its Restricted Subsidiaries (other than by an Excluded Subsidiary), within 45 days following the date of such creation or acquisition (or such longer period as the Collateral Agent shall reasonably agree), promptly (i) execute and deliver to the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent or the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by the Company or any Subsidiary Guarantor (to the extent such Capital Stock is of a type that would constitute Collateral as described in the Guarantee and Collateral Agreement)Subsidiary, (ii) deliver take such steps as are necessary to give the Collateral Agent the certificates representing such Capital Stock “control” (to the extent such Capital Stock is of a type that would constitute Collateral as described defined in the Guarantee and Collateral Agreement), together with undated stock powers, in blank, executed and delivered by a duly authorized officer Uniform Commercial Code) of the Company or such Subsidiary GuarantorCapital Stock, as the case may be and (iii) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, the Intercreditor Agreement and the Depositary Agreement, (B) to take such actions as are necessary or advisable to grant to the Collateral Agent Agent, for the benefit of the Secured Parties Parties, a perfected first priority security interest (subject, except in the case of the pledge of any Capital Stock of any Subsidiary, to Liens permitted by Section 7.03) in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary Subsidiary, including the entering into of account control agreements (to the extent required by the Guarantee Section 6.17) and Collateral Agreement, including, without limitation, the filing of Uniform 91 ▇▇▇▇▇ Wind – Credit Agreement Commercial Code financing statements and intellectual property security agreements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law and if or as may be reasonably requested by the Administrative Agent or the Collateral AgentAgent (provided, that the actions contemplated by clause (B) shall not be required in respect of any property of any such new Subsidiary if perfection of the security interest in such property requires more than the entering into of account control agreements (to the extent required by Section 6.17) and the filing of Uniform Commercial Code financing statements or delivery of Collateral that can be perfected by possession unless the value, in the reasonable opinion of the Borrower, of such property, individually or in the aggregate, is equal to $1,500,000 or more) and (C) to deliver to the Administrative Agent and the Collateral Agent certificates of such Subsidiary, substantially in the respective forms of Exhibit F-1 and Exhibit F-2, with appropriate insertions and attachments, and (iv) if requested by the Administrative Agent or the Collateral Agent with respect to any Subsidiary other than an Immaterial Subsidiaryproperty with a value, in the reasonable opinion of the Borrower, equal to, individually or in the aggregate, $5,000,000 or more, deliver to the Administrative Agent and the Collateral Agent customary legal opinions relating to the matters described above. (d) The Co-Collateral , which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent shall not have any duties or obligations except those expressly set forth in Section 6.05 and Section 6.08. Without limiting the generality of the foregoing, the Co-Collateral Agent is not subject to any fiduciary or other implied duties, nor has any duty or obligation to any Lender or participant or any other Person as a result of the Co-Collateral Agent’s rights under Section 6.05 and Section 6.08.

Additional Collateral, etc. (a) With respect to any Property acquired after the Closing Date by the Company or any Subsidiary Additional Guarantor (other than (w) any interest in real property or any Property described in paragraph (b) of this Section 6.08, (x) any Property subject to a Lien permitted by Section 7.03(g) or (y) Property acquired by an Excluded Subsidiary) as to which the Collateral Agent, for the benefit of the Secured Parties, does not have a perfected Lien, promptly (i) execute and deliver to the Collateral Agent such amendments to the Guarantee and Collateral Agreement and such other documents (including intellectual property security agreements) as the Collateral Agent reasonably deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a security interest in such Property (to the extent such Property is of a type that would constitute Collateral as described in the Guarantee and Collateral Agreement) and (ii) take all actions reasonably necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest (subject, except in the case of the pledge of Capital Stock of any Subsidiary, to Liens permitted by Section 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/or intellectual property security agreements as may be required by the Guarantee and Collateral Agreement 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 $5,000,000 acquired after the Closing Date by the Company or any Subsidiary Guarantor (or owned by any Person that becomes a Subsidiary Guarantor), the Company shall notify the Collateral Agent and the Co-Collateral Agent promptly after the Borrower obtains knowledge thereof, to permit the Collateral Agent and the Co-Collateral Agent to comply with the Flood Insurance Laws, and within 90 days following the date of such acquisition of such real property or the date on which such Person becomes a Subsidiary Guarantor (or such longer period as the Collateral Agent and the Co-Collateral Agent shall reasonably agree or as may be reasonably required to permit completion of flood insurance diligence by the Collateral Agent and the Co-Collateral Agent), (i) execute and deliver a Mortgage in favor of the Collateral Agent, for the benefit of the Secured Parties, covering such real property, (ii) if requested by the Collateral Agent, deliver to the Collateral Agent (A) a lender’s title insurance policy, in form and substance reasonably acceptable to the Collateral Agent, insuring such Mortgage as a first lien on such Mortgaged Property (subject only to Liens permitted by Section 7.03), (B) an American Land Title Association/American Congress of Surveying and Mapping (ALTA/ACSM) form of survey by a duly registered and licensed land surveyor for which all necessary fees have been paid dated a date reasonably acceptable to the Collateral Agent, certified to the Collateral Agent and the title company in a manner reasonably satisfactory to the Collateral Agent, (C) to the extent required by Financial Institutions Reform, Recovery, and Enforcement Act of 1989, Pub.L. 101-73, ▇▇▇ ▇▇▇▇. ▇▇▇, enacted August 9, 1989, or any other applicable law, an appraisal, and (D) an opinion of local counsel reasonably satisfactory to the Collateral Agent. No later than 30 days (or such later date as the Collateral Agent or Co-Collateral Agent shall reasonably agree) prior to the date on which a Mortgage is executed and delivered pursuant to this Section 6.08(b), in order to comply with the Flood Laws, the Collateral Agent and the Co-Collateral Agent shall have received the following documents (collectively, the “Flood Documents”), in form and substance reasonably satisfactory thereto: (1) a completed standard “life of loan” flood hazard determination form (a “Flood Determination Form”), (2) if the improvement(s) to the applicable improved real property is located in a special flood hazard area, a notification to the Company (“Company Notice”) and (if applicable) notification to the Company that flood insurance coverage under the National Flood Insurance Program (“NFIP”) is not available because the community does not participate in the NFIP, (3) documentation evidencing the Company’s receipt of the Company Notice (e.g., countersigned Company Notice, return receipt of certified U.S. Mail, or overnight delivery), and (4) if the Company Notice is required to be given and flood insurance is available in the community in which the property is located, evidence of flood insurance reasonably satisfactory to the Collateral Agent and the Co-Collateral Agent (any of the foregoing being “Evidence of Flood Insurance”). Notwithstanding anything to the contrary contained herein, if either the Collateral Agent or the Co-Collateral Agent are unable or fail to complete flood insurance diligence to its reasonable satisfaction so as to permit the Company or any Subsidiary Guarantor to deliver a Mortgage as required by this Section 6.08(b), then so long as the Company or such Subsidiary Guarantor otherwise has complied with this Section 6.08(b), the Company or such Subsidiary Guarantor shall have no obligation hereunder to deliver such Mortgage (and no Event of Default shall be deemed to arise from the Company’s or such Subsidiary Guarantor’s failure to deliver such Mortgage) unless and until both the Collateral Agent and the Co-Collateral Agent completes such flood insurance diligence to their reasonable satisfaction (after which the Company or such Subsidiary Guarantor shall have a period of 30 additional days following written notification thereof to execute and deliver such Mortgage). If at any time while this Agreement is in effect Bank of America, N.A. ceases to be a Lender, then there shall no longer be a Co-Collateral Agent hereunder, and all consent or approval rights of Co-Collateral Agent contained in this Agreement (including, without limitation, in Section 6.05 and this Section 6.08(b)) shall be deemed to be satisfied by the consent or approval of the Collateral Agent; provided, however, that at any time thereafter, the Required Lenders may elect to designate and appoint a successor Co-Collateral Agent, which successor Co-Collateral Agent shall be (i) a Lender, (ii) a bank with an office in New York, New York, or an Affiliate of any such bank, and (iii) reasonably satisfactory to the Company, in which event such successor Co-Collateral Agent shall become vested with all the rights, powers, privileges and duties of the Co-Collateral Agent hereunder. (c) With respect to any new Subsidiary (other than 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 Excluded Subsidiary), by the Company Subsidiary or any of its Restricted Subsidiaries (other than by an Excluded Transparent Subsidiary), within 45 30 days following after the date formation or acquisition of such creation or acquisition Subsidiary (or such longer period as the Collateral Agent shall reasonably agree), Subsidiary ceasing to be an Excluded Subsidiary or Transparent Subsidiary) (i) execute and deliver to the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Collateral Agent deems shall be necessary or advisable to grant to the Collateral Agent, for the benefit of the 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 the Company or any Subsidiary Guarantor (to the extent such Capital Stock is of a type that would constitute Collateral as described in the Guarantee and Collateral Agreement)Additional Guarantor, (ii) deliver to the Collateral Agent the certificates certificates, if any, representing such Capital Stock Equity Interests (to the extent such Capital Stock is of a type that would constitute Collateral as described in constituting “certificated securities” under the Guarantee and Collateral Agreementapplicable UCC), together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Company or such Subsidiary GuarantorSubsidiary, as the case may be and be, (iii) cause such new Subsidiary Additional Guarantor (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 Secured Parties a valid and perfected first priority security interest (subject, except in the case of the pledge of any Capital Stock of any Subsidiary, to Liens permitted by Section 7.03) in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary to the extent required by the Guarantee and Collateral AgreementAdditional Guarantor, including, without limitation, the filing of Uniform Commercial Code financing statements and intellectual property security agreements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law and if or as may be reasonably requested by the Collateral Agent, with respect to any Subsidiary other than an Immaterial Subsidiary(iv) if requested by the Collateral Agent, deliver to the Collateral Agent customary legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agent, and (v) take such other actions as may be required to cause the Collateral and Guarantee Requirement to be satisfied with respect to such Additional Guarantor. (b) Subject to Section 5.7(i), within 30 days after the formation or acquisition of any new Subsidiary the Equity Interests of which are owned directly by the Company or any Subsidiary Guarantor, the Company shall (or shall cause the relevant Subsidiary Guarantor to) (i) execute and deliver to the Collateral Agent such amendments or supplements to the Guarantee and Collateral Agreement as shall be necessary to grant to the Collateral Agent a valid and perfected security interest in the Equity Interests of such new Subsidiary that is owned by the Company or such Subsidiary Guarantor, (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 the Company or the relevant Subsidiary Guarantor, and take such 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) The Co-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 directly holds the Equity Interests of any 956 Subsidiary or holds Equity Interests of any other Transparent Subsidiary to (A) become a party to the Guarantee and Collateral Agreement, (B) take such actions as are necessary to grant to the Collateral Agent a valid and perfected security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such Transparent Subsidiary, including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Collateral Agent, and (C) 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 Collateral Agent legal opinions relating to the matters described above, which opinions shall not have be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agent, and (iv) take such other actions as may be required to cause the Collateral and Guarantee Requirement to be satisfied with respect to such Subsidiary. (e) Within 30 days after the occurrence thereof, the Company will notify the Collateral Agent of any duties change to the name, jurisdiction of incorporation or obligations except those expressly set forth in Section 6.05 and Section 6.08. Without limiting the generality formation or legal form of the foregoingCompany or any Subsidiary Guarantor. (f) The Company shall, and shall cause each Group Member to, from time to time execute and deliver, or cause to be executed and delivered, such additional instruments, certificates or documents, and take such actions, as the Administrative Agent 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 (or maintaining perfection) or renewing the rights of the Collateral Agent with respect to the Collateral (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 Co-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. (g) By June 30 of each year, commencing June 30, 2012 (and promptly upon consummation of any Material Acquisition), the Company shall deliver to the Collateral Agent, in addition to the updated Intellectual Property information required pursuant to Section 4.3(b) of the Guarantee and Collateral Agreement, a 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 not subject no longer, in the good faith determination of the Company, material to any fiduciary or other implied dutiesthe business of the Company and its Subsidiaries, nor has any duty or obligation 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 any Lender or participant 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 as be required to grant a result security interest in any stock of a 956 Subsidiary (other than 100% of the Conon-Voting Equity Interests (if any) and 65% of the Voting Equity Interests of a first tier 956 Subsidiary), (ii) in no case shall more than 65% of the 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 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 required 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), 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 Company or a Subsidiary Guarantor as of the Closing Date, each executed and delivered by the owner of the Mortgaged 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 rights interest in such Mortgaged Property and reasonably satisfactory to the Administrative Agent, and (iii) for each such Mortgage, an opinion of local counsel with respect to the enforceability of such Mortgage under the applicable 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 6.05 and Section 6.089.25(b).

Additional Collateral, etc. (a) With respect to any Property acquired after the Restatement Closing Date by the Company Parent, the Borrower or any Subsidiary Guarantor (other than (u) personal property as to which the Administrative Agent, 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 Unrestricted Subsidiary organized under the laws of any jurisdiction outside the United States, (w) any interest in real property or any Property described in paragraph (bc) or (d) of this Section 6.08Section, (x) any interest in real property, (y) any foreign intellectual property and (z) any Property subject to a Lien permitted by Section 7.03(g7.3(g), (k) or (y) Property acquired by an Excluded Subsidiarym)) as to which the Collateral Administrative Agent, for the benefit of the Secured Parties, does not have a perfected LienLien to the extent required pursuant to the Guarantee and Collateral Agreement, promptly (i) execute and deliver to the Collateral Administrative Agent such amendments to the Guarantee and Collateral Agreement and or such other documents (including intellectual property security agreements) as the Collateral Administrative Agent reasonably deems necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the Secured Parties, a security interest in such Property (to the extent such Property is of a type that would constitute Collateral as described in the Guarantee and Collateral Agreement) and (ii) take all actions reasonably necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest (subject, except in the case of the pledge of Capital Stock of any Subsidiary, subject to Liens permitted by Section 7.03) in such Property (to the extent required by the Guarantee and Collateral Agreement)) security interest in such Property, including without limitation, the filing of Uniform Commercial Code financing statements 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 Administrative Agent. (b) With respect to (i) any fee simple interest in any real property having a value (together with improvements thereof) of at least $5,000,000 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 Company Parent, the Borrower or any Subsidiary Guarantor (which, for purposes of this paragraph, shall include any such property owned or owned leased by any Person that 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 Restatement Closing Date by the Parent, the Borrower or any Subsidiary Guarantor (in each case other than any such real property subject to a Lien expressly permitted by Section 7.3(g), (k) or (m)), if, at the Company shall notify time of such acquisition or lease commencement, the Collateral Agent aggregate value of all leasehold and fee-owned real property of the Borrower and the Co-Collateral Agent promptly after 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) is less than 125% of the Assumed Loan Amount (provided that, notwithstanding the foregoing requirement, the Parent, the Borrower obtains knowledge thereofand the Subsidiary Guarantors may elect to exclude leasehold interests in real property and fee-owned real property, to permit the Collateral Agent extent that such leasehold interests and fee interests (i) have an aggregate value, measured at the Co-Collateral Agent to comply time of any such election, not in excess of $150,000,000 (valued in accordance with the Flood Insurance LawsSchedule 6.9(b)-1) or (ii) are listed on Schedule 6.9(b)-2), and within then no later than 90 days following after the date of such acquisition of such real property or the date on which such Person becomes a Subsidiary Guarantor lease commencement: (or such longer period as the Collateral Agent and the Co-Collateral Agent shall reasonably agree or as may be reasonably required to permit completion of flood insurance diligence by the Collateral Agent and the Co-Collateral Agent), (iA) execute and deliver a first priority Mortgage in favor of the Collateral Administrative Agent, for the benefit of the Secured Parties, covering such real property, subject to any Liens permitted by Section 7.3; (iiB) if requested by the Collateral Administrative Agent, deliver to provide the Collateral Agent Lenders with (Aw) a lender’s title insurance policy, search showing no Liens other than Liens permitted under Section 7.3 and otherwise in form and substance reasonably acceptable to the Collateral Administrative Agent, insuring such Mortgage as well as an ALTA survey thereof, together with a first lien on such Mortgaged Property (subject only to Liens permitted by Section 7.03)surveyor’s certificate, (Bx) an American Land Title Association/American Congress any consents or estoppels reasonably deemed necessary or advisable by the Administrative Agent in connection with such Mortgage, each of Surveying and Mapping (ALTA/ACSM) form of survey by a duly registered and licensed land surveyor for which all necessary fees have been paid dated a date reasonably acceptable to the Collateral Agent, certified to the Collateral Agent and the title company in a manner reasonably satisfactory to the Collateral Agent, (C) to the extent required by Financial Institutions Reform, Recovery, and Enforcement Act of 1989, Pub.L. 101-73, ▇▇▇ ▇▇▇▇. ▇▇▇, enacted August 9, 1989, or any other applicable law, an appraisal, and (D) an opinion of local counsel reasonably satisfactory to the Collateral Agent. No later than 30 days (or such later date as the Collateral Agent or Co-Collateral Agent shall reasonably agree) prior to the date on which a Mortgage is executed and delivered pursuant to this Section 6.08(b), in order to comply with the Flood Laws, the Collateral Agent and the Co-Collateral Agent shall have received the following documents (collectively, the “Flood Documents”), foregoing in form and substance reasonably satisfactory thereto: to the Administrative Agent, (1y) 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 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) deliver to the Administrative Agent a completed standard “life of loanLife-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to such Mortgaged Property (together with a notice about special flood hazard determination form (a “Flood Determination Form”), (2area status and flood disaster assistance duly executed by the Borrower and each Loan Party relating thereto) and if the improvement(s) to the applicable improved real property any such Mortgaged Property is located in a special flood hazard area, a notification to the Company (“Company Notice”) and (if applicable) notification to the Company that flood insurance coverage under the National Flood Insurance Program (“NFIP”) is not available because the community does not participate in the NFIP, (3) documentation evidencing the Company’s receipt of the Company Notice (e.g., countersigned Company Notice, return receipt of certified U.S. Mail, or overnight delivery), and (4) if the Company Notice is required to be given and flood insurance is available in the community in which the property is located, evidence of flood insurance in form and amount reasonably satisfactory to the Collateral 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 the Co-Collateral Administrative Agent described in the preceding clause (any 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, conferring on the Administrative Agent rights of default notice, cure opportunity and such other leasehold lender protections as the Administrative Agent may reasonably require. Notwithstanding the foregoing, the Administrative Agent may extend the date for, or waive, in whole or in part, the foregoing being “Evidence of Flood Insurance”). Notwithstanding anything to the contrary contained herein, if either the Collateral Agent or the Co-Collateral Agent are unable or fail to complete flood insurance diligence to deliveries in its reasonable satisfaction so as to permit the Company or any Subsidiary Guarantor to deliver a Mortgage as required by this Section 6.08(b), then so long as the Company or such Subsidiary Guarantor otherwise has complied with this Section 6.08(b), the Company or such Subsidiary Guarantor shall have no obligation hereunder to deliver such Mortgage (and no Event of Default shall be deemed to arise from the Company’s or such Subsidiary Guarantor’s failure to deliver such Mortgage) unless and until both the Collateral Agent and the Co-Collateral Agent completes such flood insurance diligence to their reasonable satisfaction (after which the Company or such Subsidiary Guarantor shall have a period of 30 additional days following written notification thereof to execute and deliver such Mortgage). If at any time while this Agreement is in effect Bank of America, N.A. ceases to be a Lender, then there shall no longer be a Co-Collateral Agent hereunder, and all consent or approval rights of Co-Collateral Agent contained in this Agreement (including, without limitation, in Section 6.05 and this Section 6.08(b)) shall be deemed to be satisfied by the consent or approval of the Collateral Agent; provided, however, that at any time thereafter, the Required Lenders may elect to designate and appoint a successor Co-Collateral Agent, which successor Co-Collateral Agent shall be (i) a Lender, (ii) a bank with an office in New York, New York, or an Affiliate of any such bank, and (iii) reasonably satisfactory to the Company, in which event such successor Co-Collateral Agent shall become vested with all the rights, powers, privileges and duties of the Co-Collateral Agent hereundersole discretion. (c) With respect to 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 Excluded Unrestricted Subsidiary), by the Company Parent, the Borrower or any of its Restricted Subsidiaries (other than by an Excluded Subsidiary)Subsidiary Guarantor, within 45 days following the date of such creation or acquisition (or such longer period as the Collateral Agent shall reasonably agree), promptly (i) execute and deliver to the Collateral Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Collateral Administrative Agent deems necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by the Company Parent, the Borrower or any Subsidiary Guarantor (to the extent other than any such Capital Stock is of subject to a type that would constitute Collateral as described in Lien expressly permitted by Section 7.3(m)), subject to the Liens permitted by the Guarantee and Collateral Agreement), (ii) deliver to the Collateral Administrative Agent the certificates representing such Capital Stock (to the extent such Capital Stock is of a type that would constitute Collateral as described in the Guarantee and Collateral Agreement)Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Company Parent, the Borrower or such Subsidiary Guarantor, as the case may be and be, (iii) if such new Subsidiary is a Wholly Owned Subsidiary, 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 Collateral Administrative Agent for the benefit of the Secured Parties a perfected first priority security interest (subject, except in the case of the pledge of any Capital Stock of any Subsidiary, to Liens permitted by Section 7.03) in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary Subsidiary, subject to the extent required Liens permitted by the Guarantee and Collateral Agreement, including, without limitation, the filing of Uniform Commercial Code financing statements and intellectual property security agreements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law and if reasonably or as may be requested by the Collateral Administrative Agent, with respect to any Subsidiary other than an Immaterial Subsidiaryand (iv) if requested by the Administrative Agent, deliver to the Collateral Administrative Agent customary legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. (d) The Co-With respect to any new Class II Restricted Subsidiary or CFC Class II Holdco created or acquired after the Restatement Closing Date by the Parent, the Borrower or any Subsidiary Guarantor (which, for purposes of this paragraph (d), shall include any Unrestricted Subsidiary that becomes a Class II Restricted Subsidiary), promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems necessary or advisable in order to grant to the Administrative Agent, for the benefit of the 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 new Subsidiary that is owned by the Parent, the Borrower or any Subsidiary Guarantor (other than any such Capital Stock subject to a Lien expressly permitted by Section 7.3(m)) (provided that in no event shall more than 65% of the total outstanding Capital Stock of any such new Class II Restricted Subsidiary or CFC Class II Holdco be required to be so pledged), (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Parent, 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 Lien of the Administrative Agent thereon, and (iii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. (e) Notwithstanding anything else to the contrary contained in this Section or elsewhere in the Agreement, perfection of Collateral shall not have any duties be required where either the burden or obligations except those expressly set forth costs of perfecting a security interest, lien or mortgage is reasonably determined by the Administrative Agent to be excessive in Section 6.05 and Section 6.08. Without limiting relation to the generality of benefit afforded to the foregoing, the Co-Collateral Agent is not subject to any fiduciary or other implied duties, nor has any duty or obligation to any Lender or participant or any other Person as a result of the Co-Collateral Agent’s rights under Section 6.05 and Section 6.08Lenders 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 Closing Date by the Company or any Subsidiary Guarantor Loan Party (other than (w) any interest in real property or any Property described in paragraph (b) of this Section 6.08, (x) any Property property subject to a Lien expressly permitted by Section 7.03(g7.3(g) or and (y) Property acquired by an Excluded SubsidiaryInstruments, 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 Secured Parties, Parties does not have a perfected Lien, promptly promptly, but in any case within 30 days (which period may be extended by the Administrative Agent in its reasonable discretion), (i) give notice of such property to the Collateral Agent and execute and deliver to the Collateral Agent such amendments to the Guarantee and Collateral Agreement and or such other documents (including intellectual property security agreements) as the Collateral Agent reasonably deems necessary or advisable requests to grant to the Collateral Agent, 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 (to the extent such Property is of a type that would constitute Collateral property as described in the Guarantee and Collateral Agreement) and (ii) take all actions reasonably necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest (subject, except in the case of the pledge of Capital Stock of any Subsidiary, to Liens permitted by Section 7.03) in such Property (to the extent required by the Guarantee and Collateral AgreementClosing Date), including including, without limitation, the filing of Uniform Commercial Code UCC financing statements 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. 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 simple interest in any owned real property located in the United States having a value (together with improvements thereof) of at least $5,000,000 2,500,000 acquired after the Closing Date by the Company or any Subsidiary Guarantor Loan Party (or owned other than any such real property subject to a Lien expressly permitted by any Person that becomes a Subsidiary GuarantorSection 7.3(g)) (i) within 30 days of such acquisition, the Company shall notify give notice of such acquisition to the Collateral Agent and the Co-Collateral Agent promptly after the Borrower obtains knowledge thereofand, to permit the Collateral Agent and the Co-Collateral Agent to comply with the Flood Insurance Laws, and within 90 days following the date of such acquisition of such real property or the date on which such Person becomes a Subsidiary Guarantor (or such longer period as the Collateral Agent and the Co-Collateral Agent shall reasonably agree or as may be reasonably required to permit completion of flood insurance diligence if requested by the Collateral Agent and the Co-Collateral Agent), (i) 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, Agent for the benefit of the Secured Parties, covering such real propertyproperty (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, deliver to the Collateral Agent (A) provide the Lenders with a lenderlenders’ 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 acceptable to the Collateral Agent, insuring such Mortgage as a first lien on such Mortgaged Property (subject only to Liens permitted by Section 7.03), (B) an American Land Title Association/American Congress of Surveying and Mapping (ALTA/ACSM) form of survey by a duly registered and licensed land surveyor for which all necessary fees have been paid dated a date reasonably acceptable to the Collateral Agent, certified to the Collateral Agent and the title company in a manner reasonably satisfactory to the Collateral Agent, (C) to the extent required by Financial Institutions Reform, Recovery, and Enforcement Act of 1989, Pub.L. 101-73, ▇▇▇ ▇▇▇▇. ▇▇▇, enacted August 9, 1989, or any other applicable law, an appraisal, and (DB) an opinion of local counsel use commercially reasonable efforts to obtain any consents or estoppels reasonably satisfactory to the Collateral Agent. No later than 30 days (or such later date as deemed necessary by the Collateral Agent or Co-Collateral Agent shall reasonably agree) prior to in connection with such Mortgage, each of the date on which a Mortgage is executed and delivered pursuant to this Section 6.08(b), in order to comply with the Flood Laws, the Collateral Agent and the Co-Collateral Agent shall have received the following documents (collectively, the “Flood Documents”), foregoing in form and substance reasonably satisfactory thereto: (1) a completed standard “life of loan” flood hazard determination form (a “Flood Determination Form”), (2) if the improvement(s) to the applicable improved real property is located in a special flood hazard area, a notification to the Company (“Company Notice”) and (if applicable) notification to the Company that flood insurance coverage under the National Flood Insurance Program (“NFIP”) is not available because the community does not participate in the NFIP, (3) documentation evidencing the Company’s receipt of the Company Notice (e.g., countersigned Company Notice, return receipt of certified U.S. Mail, or overnight delivery), and (4) if the Company Notice is required to be given and flood insurance is available in the community in which the property is located, evidence of flood insurance reasonably satisfactory to the Collateral Agent and the Co-Collateral Agent (any of the foregoing being “Evidence of Flood Insurance”). Notwithstanding anything to the contrary contained herein, iii) if either requested by the Collateral Agent or the Co-Collateral Agent are unable or fail deliver to complete flood insurance diligence to its reasonable satisfaction so as to permit the Company or any Subsidiary Guarantor to deliver a Mortgage as required by this Section 6.08(b), then so long as the Company or such Subsidiary Guarantor otherwise has complied with this Section 6.08(b), the Company or such Subsidiary Guarantor shall have no obligation hereunder to deliver such Mortgage (and no Event of Default shall be deemed to arise from the Company’s or such Subsidiary Guarantor’s failure to deliver such Mortgage) unless and until both the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and the Co-Collateral Agent completes such flood insurance diligence to their reasonable satisfaction (after which the Company or such Subsidiary Guarantor shall have a period of 30 additional days following written notification thereof to execute and deliver such Mortgage). If at any time while this Agreement is in effect Bank of America, N.A. ceases to be a Lender, then there shall no longer be a Co-Collateral Agent hereundersubstance, and all consent or approval rights of Co-Collateral Agent contained in this Agreement (includingfrom counsel, without limitation, in Section 6.05 and this Section 6.08(b)) shall be deemed to be satisfied by the consent or approval of the Collateral Agent; provided, however, that at any time thereafter, the Required Lenders may elect to designate and appoint a successor Co-Collateral Agent, which successor Co-Collateral Agent shall be (i) a Lender, (ii) a bank with an office in New York, New York, or an Affiliate of any such bank, and (iii) reasonably satisfactory to the Company, in which event such successor Co-Collateral Agent shall become vested with all the rights, powers, privileges and duties of the Co-Collateral Agent hereunderAgent. (c) With respect to any new Domestic Subsidiary (other than an Excluded Subsidiary) that is created or acquired after the Closing Date (whichby any Loan Party, for the purposes of this paragraphpromptly, shall include but in any existing Subsidiary that ceases to be an Excluded Subsidiary), by the Company or any of its Restricted Subsidiaries (other than by an Excluded Subsidiary), case within 45 30 days following the date of such creation or acquisition (or such longer which period as may be extended by the Collateral Administrative Agent shall reasonably agreein 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 or advisable to grant to the Collateral Agent, Agent for the benefit of the Secured Parties, Parties a perfected first priority security interest (to the extent required by the Security Documents and with the priority required by Section 4.17) in the Capital Stock of such new Subsidiary that is owned by the Company or any Subsidiary Guarantor (to the extent such Capital Stock is of a type that would constitute Collateral as described in the Guarantee and Collateral Agreement)Loan Party, (ii) deliver to the Collateral Agent the certificates certificates, if any, representing such Capital Stock (to the extent such Capital Stock is of a type that would constitute Collateral as described in the Guarantee and Collateral Agreement)Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Company or such Subsidiary GuarantorLoan Party, as the case may be 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 advisable to grant to the Collateral Agent for the benefit of the Secured Parties a perfected first priority security interest (subject, except in to the case of extent required by the pledge of any Capital Stock of any Subsidiary, to Liens permitted Security Documents and with the priority required by Section 7.034.17) in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary (to the extent required by the Guarantee and Collateral AgreementAgent, for the benefit of the Secured Parties, has a perfected security interest in the same type of Collateral as of the Closing Date), including, without limitation, the filing of Uniform Commercial Code financing statements and intellectual property security agreements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law and if or as may be reasonably requested by the Collateral Agent, with . (d) With respect to any new Foreign Subsidiary directly owned by Holdings, the Borrower or a 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 acquisition (which period may be extended by the Administrative Agent in its sole 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 deems necessary or reasonably advisable in order to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected security interest (to the extent required by the Security Documents and with the priority required by Section 4.17) in the Capital Stock of such new Subsidiary that is owned by such Loan Party (provided that (x) in no event shall more than an Immaterial 65% of the total outstanding voting Capital Stock of any Foreign Subsidiary be required to be so pledged and (y) 100% of 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 customary legal opinions relating 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 take such other action as may be necessary or, in the reasonable opinion of the Collateral Agent, necessary to perfect or ensure appropriate priority the matters described aboveLien of the Collateral Agent thereon. (de) The Co-Collateral Agent Notwithstanding anything to the contrary in any Loan Document, this Section shall not have any duties or obligations except those expressly set forth in Section 6.05 and Section 6.08. Without limiting the generality of the foregoing, the Co-Collateral Agent is not subject apply with respect to any fiduciary or other implied dutiescollateral to the extent the Administrative Agent has reasonably determined that the value of such collateral to which this Section would otherwise apply is insufficient to justify the difficulty, nor has any duty or obligation to any Lender or participant or any other Person as time and/or expense of obtaining a result of the Co-Collateral Agent’s rights under Section 6.05 and Section 6.08perfected Lien therefrom.

Additional Collateral, etc. (a) With respect Subject to clause (d) below, upon the formation or the Permitted Acquisition of any Property acquired after the Closing Date by the Company new direct or indirect Subsidiary (excluding any Excluded Domestic Subsidiary, Excluded Foreign Subsidiary, or any Subsidiary Guarantor 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) becoming or required to be included in the definition of “Material Subsidiary” in order for the Borrower to comply with such definition, the Borrower shall, at the 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 (with a copy to counsel to the Administrative Agent) a supplement to the Guarantee Agreement or the Limited Guarantee Agreement (or if required by the Administrative Agent, to execute and deliver a limited guarantee agreement in form substantially similar to the Limited Guarantee Agreement or otherwise reasonably acceptable to the Administrative Agent), as applicable, in form and substance reasonably satisfactory to the Administrative Agent, guaranteeing the other than Loan Parties’ obligations under the Loan Documents, (wii) 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 and personal properties of such Subsidiary, in detail reasonably satisfactory to the Administrative Agent, (iii) 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 to duly execute and deliver to the Administrative Agent (with a copy to 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 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 (including delivery of all Pledged Stock in and of such Subsidiary and 65% of all Pledged Stock of any interest in 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 (B) (if 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 a signed copy of a favorable opinion, addressed to the Administrative Agent and the Lenders, of counsel for the Loan Parties reasonably acceptable to the Administrative Agent as to the matters contained in clauses (i), (iii) 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 Administrative Agent, provided, however, that to the extent that any Loan Party or any Property described in paragraph 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. (b) Subject to clause (d) below, upon the acquisition of this Section 6.08any property by any Loan Party, (x) any Property if such property, in the reasonable judgment of the Administrative Agent, shall not already be subject to a Lien permitted by Section 7.03(g) or (y) Property acquired by an Excluded Subsidiary) as to which perfected first priority security interest in favor of the Collateral Agent, Administrative Agent for the benefit of the Secured Parties, does not have a perfected Lienthen the Borrower shall, promptly at the Borrower’s expense and upon the Administrative Agent’s request: (i) on or before the Compliance Certificate Delivery Date (but within 15 days after such acquisition if an Event of Default exists), furnish to the Administrative Agent a description of the property so acquired in detail reasonably satisfactory to the Administrative Agent, (ii) on or before the Compliance Certificate Delivery Date (but within 15 days after such acquisition if an Event of Default exists), cause the applicable Loan Party to duly execute and deliver to the Collateral Administrative Agent such amendments deeds of trust, trust deeds, deeds to secure debt, mortgages, supplements to the Guarantee Pledge and Collateral Security Agreement and such other documents (including intellectual property security agreements) as and, to the Collateral Agent reasonably deems extent necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a security interest in such Property (to the extent such Property is of a type that would constitute Collateral as described in the Guarantee and Collateral Agreement) and (ii) take all actions reasonably necessary or advisable to grant to the Collateral Administrative Agent’s reasonable opinion, for the benefit of the Secured Partiesother Security Documents, a perfected first priority security interest (subject, except in the case of the pledge of Capital Stock of any Subsidiary, to Liens permitted by Section 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/or intellectual property security agreements as may be required by the Guarantee and Collateral Agreement 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 $5,000,000 acquired after the Closing Date by the Company or any Subsidiary Guarantor (or owned by any Person that becomes a Subsidiary Guarantor), the Company shall notify the Collateral Agent and the Co-Collateral Agent promptly after the Borrower obtains knowledge thereof, to permit the Collateral Agent and the Co-Collateral Agent to comply with the Flood Insurance Laws, and within 90 days following the date of such acquisition of such real property or the date on which such Person becomes a Subsidiary Guarantor (or such longer period as the Collateral Agent and the Co-Collateral Agent shall reasonably agree or as may be reasonably required to permit completion of flood insurance diligence by the Collateral Agent and the Co-Collateral Agent), (i) execute and deliver a Mortgage in favor of the Collateral Agent, for the benefit of the Secured Parties, covering such real property, (ii) if requested by the Collateral Agent, deliver to the Collateral Agent (A) a lender’s title insurance policy, in form and substance reasonably acceptable to the Collateral Agent, insuring such Mortgage as a first lien on such Mortgaged Property (subject only to Liens permitted by Section 7.03), (B) an American Land Title Association/American Congress of Surveying and Mapping (ALTA/ACSM) form of survey by a duly registered and licensed land surveyor for which all necessary fees have been paid dated a date reasonably acceptable to the Collateral Agent, certified to the Collateral Agent and the title company in a manner reasonably satisfactory to the Collateral Agent, (C) to the extent required by Financial Institutions Reform, Recovery, and Enforcement Act of 1989, Pub.L. 101-73, ▇▇▇ ▇▇▇▇. ▇▇▇, enacted August 9, 1989, or any other applicable law, an appraisal, and (D) an opinion of local counsel reasonably satisfactory to the Collateral Agent. No later than 30 days (or such later date as the Collateral Agent or Co-Collateral Agent shall reasonably agree) prior to the date on which a Mortgage is executed and delivered pursuant to this Section 6.08(b), in order to comply with the Flood Laws, the Collateral Agent and the Co-Collateral Agent shall have received the following documents (collectively, the “Flood Documents”), in form and substance reasonably satisfactory thereto: 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 completed standard “life of loan” flood hazard determination form (a “Flood Determination Form”), 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 continuance of an Event of Default, (iii) on or before the Compliance Certificate Delivery Date (but within 15 days after such acquisition if an Event of Default exists), cause the improvement(sapplicable Loan Party to take whatever action (including the filing of UCC 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 such property, enforceable against all third parties, (iv) within 60 days after the reasonable request of the Administrative Agent, deliver to the applicable improved real property is located in Administrative Agent a special flood hazard areasigned copy of a favorable opinion, a notification addressed to the Company Administrative Agent and the Lenders, of counsel for the Loan Parties reasonably acceptable to the Administrative Agent as to the matters contained in clauses (“Company Notice”ii) and (if applicableiii) notification 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 Company that flood insurance coverage under the National Flood Insurance Program (“NFIP”) is not available because the community does not participate in the NFIPAdministrative Agent with respect to such real property title reports, (3) documentation evidencing the Company’s receipt of the Company Notice (e.g.surveys and engineering, countersigned Company Notice, return receipt of certified U.S. Mail, or overnight delivery)soils and other reports, and (4) if the Company Notice is required to be given environmental assessment reports, each in scope, form and flood insurance is available in the community in which the property is located, evidence of flood insurance substance reasonably satisfactory to the Collateral Agent and the Co-Collateral Agent (any of the foregoing being “Evidence of Flood Insurance”). Notwithstanding anything to the contrary contained hereinAdministrative Agent, if either the Collateral Agent or the Co-Collateral Agent are unable or fail to complete flood insurance diligence to its reasonable satisfaction so as to permit the Company or any Subsidiary Guarantor to deliver a Mortgage as required by this Section 6.08(b), then so long as the Company or such Subsidiary Guarantor otherwise has complied with this Section 6.08(b), the Company or such Subsidiary Guarantor shall have no obligation hereunder to deliver such Mortgage (and no Event of Default shall be deemed to arise from the Company’s or such Subsidiary Guarantor’s failure to deliver such Mortgage) unless and until both the Collateral Agent and the Co-Collateral Agent completes such flood insurance diligence to their reasonable satisfaction (after which the Company or such Subsidiary Guarantor shall have a period of 30 additional days following written notification thereof to execute and deliver such Mortgage). If at any time while this Agreement is in effect Bank of America, N.A. ceases to be a Lender, then there shall no longer be a Co-Collateral Agent hereunder, and all consent or approval rights of Co-Collateral Agent contained in this Agreement (including, without limitation, in Section 6.05 and this Section 6.08(b)) shall be deemed to be satisfied by the consent or approval of the Collateral Agent; provided, however, that at any time thereafter, the Required Lenders may elect to designate and appoint a successor Co-Collateral Agent, which successor Co-Collateral Agent shall be (i) a Lender, (ii) a bank with an office in New York, New York, or an Affiliate of any such bank, and (iii) reasonably satisfactory to the Company, in which event such successor Co-Collateral Agent extent that any Loan Party or any of its Subsidiaries shall become vested with all the rights, powers, privileges and duties have otherwise received any of the Co-Collateral Agent hereunder.foregoing items with respect to such real property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent, (c) With respect 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) Notwithstanding anything herein or in any new Subsidiary (other than an Excluded Subsidiary) created or acquired after Loan Document to the Closing Date (whichcontrary, for neither the purposes of this paragraph, shall include any existing Subsidiary that ceases to be an Excluded Subsidiary), by the Company or Borrower nor any of its Restricted Subsidiaries (other than by an Excluded Subsidiary), within 45 days following the date of such creation or acquisition (or such longer period as the Collateral Agent shall reasonably agree), (i) execute and deliver at any time prior to the Collateral Agent such amendments to occurrence and the Guarantee and Collateral Agreement as the Collateral Agent deems necessary or advisable continuance of an Event of Default be required to grant to the Collateral Agent, for the benefit of the Secured Parties, or perfect a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by the Company or any Subsidiary Guarantor (to the extent such Capital Stock is of a type that would constitute Collateral as described in the Guarantee and Collateral Agreement), (ii) deliver to the Collateral Agent the certificates representing such Capital Stock (to the extent such Capital Stock is of a type that would constitute Collateral as described in the Guarantee and Collateral Agreement), together with undated stock powers, in blank, executed and delivered by a duly authorized officer favor of the Company or such Subsidiary Guarantor, as the case may be and (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 Collateral Administrative Agent for the benefit of the Secured Parties a perfected first priority security interest in (subject, except i) Excluded Property (as such term is defined in the case Security Agreement), (ii) fee interests in any real property with a fair market value not in excess of the pledge $2,500,000, and (iii) any leasehold interests in real property with a fair market value not in excess of any Capital Stock of any Subsidiary, to Liens permitted by Section 7.03) in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary to the extent required by the Guarantee and Collateral Agreement, including, without limitation, the filing of Uniform Commercial Code financing statements and intellectual property security agreements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law and if reasonably requested by the Collateral Agent, with respect to any Subsidiary other than an Immaterial Subsidiary, deliver to the Collateral Agent customary legal opinions relating to the matters described above$5,000,000 individually. (d) The Co-Collateral Agent shall not have any duties or obligations except those expressly set forth in Section 6.05 and Section 6.08. Without limiting the generality of the foregoing, the Co-Collateral Agent is not subject to any fiduciary or other implied duties, nor has any duty or obligation to any Lender or participant or any other Person as a result of the Co-Collateral Agent’s rights under Section 6.05 and Section 6.08.

Additional Collateral, etc. (a) With Except during a Collateral Release Period, with respect to any Property Collateral acquired after the Closing Date or with respect to any property or asset which becomes Collateral pursuant to the definition thereof after the Closing Date, (A) with respect to any Deposit Account, Securities Account or Commodities Account, within the time period set forth in (and in all cases subject to) the second paragraph of Section 5.10 applicable to such Deposit Account, Securities Account or Commodities Account and (B) with respect to any other Collateral or any other property or asset which becomes Collateral, within 60 days following the date of such acquisition or designation, or in each case, such longer period as consented to by the Company or any Subsidiary Guarantor (other than (w) any interest Administrative Agent in real property or any Property described in paragraph (b) of this Section 6.08its sole discretion, (x) any Property subject to a Lien permitted by Section 7.03(g) or (y) Property acquired by an Excluded Subsidiary) as to which the Collateral Agent, for the benefit of the Secured Parties, does not have a perfected Lien, promptly (i) execute and deliver to the Administrative Agent, the Collateral Agent and the Collateral Trustee such amendments to the Guarantee and Collateral Agreement and or such other documents (including intellectual property security agreements) Security Documents as the Collateral Agent reasonably 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 Secured Parties, a security interest in such Property (to the extent such Property is of a type that would constitute Collateral as described in the Guarantee and Collateral Agreement) and (ii) take all actions reasonably necessary or advisable reasonably requested by the Administrative Agent to grant to the Collateral AgentTrustee, for the benefit of the Secured Parties, a perfected (subject to the limitations set forth in Section 3.19) first priority security interest in such Collateral (subjectother than any Excluded Perfection Assets and, except with respect to Pledged Securities in the case possession of the pledge Collateral Trustee, subject to Permitted Liens, and in respect of Capital Stock Pledged Securities 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 any Subsidiary, to Liens permitted by Section 7.03) in such Property (to the extent required by the Guarantee and Collateral Agreementother Priority Lien Obligations), including without limitation, the filing of Uniform Commercial Code UCC financing statements 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 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 simple interest in any Collateral consisting of real property having a value (together with improvements thereof) or any lease of at least $5,000,000 Collateral consisting of real property acquired or leased after the Closing Date by the Company Borrowers or any Subsidiary Guarantor other Loan Party or which becomes Collateral pursuant to the definition thereof (or owned by other than any Person that becomes a Subsidiary GuarantorExcluded Perfection Assets), subject to the Company shall notify the Collateral Agent and the Co-Collateral Agent promptly after the Borrower obtains knowledge thereoflast sentence of this ‎Section 5.09(b), to permit the Collateral Agent and the Co-Collateral Agent to comply with the Flood Insurance Laws, and within 90 days following the date of such acquisition of such real property or the date on which such Person becomes a Subsidiary Guarantor (or such longer period as the Collateral Agent and the Co-Collateral Agent shall reasonably agree or as may be reasonably required consented to permit completion of flood insurance diligence by the Collateral Administrative Agent and the Co-Collateral Agent)in its sole discretion, (i) execute and deliver a first priority Mortgage in favor of the Collateral AgentTrustee, for the benefit of the Secured Parties, covering such real propertyproperty and complying with the provisions herein and in the Security Documents, (ii) provide the Secured Parties with (A) title and extended coverage insurance (or, if requested approved by the Collateral 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, deliver to the Collateral Agent or the Collateral Trustee, which may be the value of the generation assets, if applicable, situated thereon), together with such endorsements as are reasonably required by the Administrative Agent, the Collateral Agent or the Collateral Trustee and are obtainable in the State in which such Mortgaged Property is located, as well as a current ALTA survey thereof complying with the requirements set forth in Schedule 5.09(b) and all of the other provisions herein and in the Security Documents, together with a surveyor’s certificate and (AB) a lender’s title insurance policyany consents or estoppels reasonably deemed necessary or advisable by the Administrative Agent, the Collateral Agent or the Collateral Trustee in connection with such Mortgage, each of the foregoing in form and substance reasonably acceptable to the Collateral Agent, insuring such Mortgage as a first lien on such Mortgaged Property (subject only to Liens permitted by Section 7.03), (B) an American Land Title Association/American Congress of Surveying and Mapping (ALTA/ACSM) form of survey by a duly registered and licensed land surveyor for which all necessary fees have been paid dated a date reasonably acceptable to the Collateral Agent, certified to the Collateral Agent and the title company in a manner reasonably satisfactory to the Collateral Administrative Agent, (C) to the extent required by Financial Institutions Reform, Recovery, and Enforcement Act of 1989, Pub.L. 101-73, ▇▇▇ ▇▇▇▇. ▇▇▇, enacted August 9, 1989, or any other applicable law, an appraisal, and (D) an opinion of local counsel reasonably satisfactory to the Collateral Agent. No later than 30 days (or such later date as the Collateral Agent or Co-Collateral Agent shall reasonably agree) prior to the date on which a Mortgage is executed and delivered pursuant to this Section 6.08(b), in order to comply with the Flood Laws, the Collateral Agent and the CoCollateral Trustee, (iii) if any such Collateral (other than any Excluded Perfection Assets) consisting of fee-Collateral 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 shall have received the following documents (collectively, the “Flood Documents”), in form and substance reasonably satisfactory thereto: 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 completed standard “life of loan” standard flood hazard determination form with respect to such Collateral and (C) a “Flood Determination Form”)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, (2iv) if reasonably requested by the improvement(s) Administrative Agent, deliver to the applicable improved real property is located in a special flood hazard areaAdministrative Agent, a notification to the Company (“Company Notice”) and (if applicable) notification to the Company that flood insurance coverage under the National Flood Insurance Program (“NFIP”) is not available because the community does not participate in the NFIP, (3) documentation evidencing the Company’s receipt of the Company Notice (e.g., countersigned Company Notice, return receipt of certified U.S. Mail, or overnight delivery), and (4) if the Company Notice is required to be given and flood insurance is available in the community in which the property is located, evidence of flood insurance reasonably satisfactory to the Collateral Agent and the Co-Collateral Agent (any of the foregoing being “Evidence of Flood Insurance”). Notwithstanding anything Trustee legal opinions relating to the contrary contained hereinmatters described above, if either the Collateral Agent or the Co-Collateral Agent are unable or fail to complete flood insurance diligence to its reasonable satisfaction so as to permit the Company or any Subsidiary Guarantor to deliver a Mortgage as required by this Section 6.08(b), then so long as the Company or such Subsidiary Guarantor otherwise has complied with this Section 6.08(b), the Company or such Subsidiary Guarantor shall have no obligation hereunder to deliver such Mortgage (and no Event of Default which opinions shall be deemed in form and substance, and from counsel, reasonably satisfactory to arise from the Company’s or such Subsidiary Guarantor’s failure to deliver such Mortgage) unless and until both Administrative Agent, the Collateral Agent and the CoCollateral Trustee and (v) deliver to the Administrative Agent a notice identifying the consultant’s reports, environmental site assessments or other documents relied upon by the 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-Collateral compliance could not, reasonably be expected to result in a material Environmental Liability. Notwithstanding the foregoing, the Administrative Agent completes 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 completed a “life of loan” standard flood insurance diligence hazard determination with respect to their reasonable satisfaction such real property from a third-party vendor if such Mortgaged Property relates to a property not located in a “special flood hazard area” or (after which 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 Company 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 (or such Subsidiary Guarantor shall have a longer period as consented to by the Administrative Agent in its sole discretion) set forth in the first sentence of 30 additional days following written notification thereof to execute and deliver such Mortgage). If at any time while this Agreement is in effect Bank of America, N.A. ceases to be a Lender, then there shall no longer be a Co-Collateral Agent hereunder, and all consent or approval rights of Co-Collateral Agent contained in this Agreement (including, without limitation, in Section 6.05 and this Section 6.08(b)5.09(b) shall be deemed automatically extended, as necessary, to be satisfied by accommodate the consent or approval of the Collateral Agent; provided, however, that at any time thereafter, the Required Lenders may elect to designate and appoint a successor Co-Collateral Agent, which successor Co-Collateral Agent shall be (i) a Lender, (ii) a bank with an office notice period set forth in New York, New York, or an Affiliate of any such bank, and (iii) reasonably satisfactory to the Company, in which event such successor Co-Collateral Agent shall become vested with all the rights, powers, privileges and duties of the Co-Collateral Agent hereunderthis sentence. (c) With Except during a Collateral Release Period (other than for purposes of providing Guarantees of the Guaranteed Obligations hereunder), with respect to any new Subsidiary (other than an Unrestricted Subsidiary or an Excluded Subsidiary) created or acquired after the Closing Date (which, for the purposes of this paragraphSection 5.09(c), shall include any existing Subsidiary that ceases to be an Unrestricted Subsidiary, an Excluded Foreign Subsidiary or an Excluded Project Subsidiary), ) by the Company Parent Borrower or any of its Restricted Subsidiaries (other than by an Excluded Subsidiary)the Subsidiaries, within 45 60 days following such creation or the date of such creation or acquisition (or such longer period as consented to by the Collateral Administrative Agent shall reasonably agree)in its sole discretion, (i) execute and deliver to the Administrative Agent, the Collateral Agent and the Collateral Trustee such amendments to the Guarantee and Collateral Agreement as the Administrative Agent, the Collateral Agent or the Collateral Trustee deems necessary or reasonably advisable to grant to the Collateral Trustee, for the benefit of the Secured Parties, a valid, perfected first priority security interest in the Equity Interests in such new Subsidiary that are owned by the Parent Borrower or any of the Subsidiaries, (ii) deliver to the Collateral Trustee the certificates, if any, representing such Equity Interests, together with undated instruments of transfer or stock powers, in blank, executed and delivered by a duly authorized officer of the Parent Borrower or such Subsidiary, as the case may be, (iii) cause such new Subsidiary that is not an Excluded Subsidiary or an Unrestricted Subsidiary (A) to become a party to the Guarantee and Collateral Agreement to, among other things, provide Guarantees of the Guaranteed Obligations hereunder, the Collateral Trust Agreement and the Intellectual Property Security Agreements and (B) to take such actions necessary or reasonably requested by the Administrative Agent to grant to the Collateral Trustee, for the benefit of the Secured Parties, a perfected (subject to the limitations set forth in Section 3.19) first priority security interest (except with respect to Pledged Securities, subject to Permitted Liens, and in respect of Pledged Securities, the Permitted Liens 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 UCC financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent, the Collateral Agent or the Collateral Trustee and (iv) deliver to the Administrative Agent, the Collateral Agent and the Collateral Trustee, if reasonably requested, legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent, the Collateral Agent and the Collateral Trustee. (d) Except during a Collateral Release Period, with respect to any new Excluded Foreign Subsidiary (other than an Unrestricted Subsidiary or an Excluded Subsidiary pursuant to clause (b) or (c) of the definition thereof) created or acquired after the Closing Date by the Parent Borrower or any of its Subsidiaries, within 60 days following such creation or the date of such acquisition or 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 Trustee such amendments to the Guarantee and Collateral Agreement as the Administrative Agent, the Collateral Agent or the Collateral Trustee deems necessary or advisable in order to grant to the Collateral Trustee, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of Equity Interests in such new Excluded Foreign Subsidiary that is directly owned by the Company Parent Borrower or any of its Domestic Subsidiaries (provided that in no event shall more than 66% of the total outstanding voting first-tier Equity Interests in any such new Excluded Foreign Subsidiary Guarantor (be required to the extent such Capital Stock is of a type that would constitute Collateral as described in the Guarantee and Collateral Agreementbe so pledged), (ii) deliver to the Collateral Agent Trustee the certificates representing such Capital Stock (to the extent such Capital Stock is of a type that would constitute Collateral as described in the Guarantee and Collateral Agreement)Equity Interests, together with undated instruments of transfer or stock powers, in blank, executed and delivered by a duly authorized officer of the Company Parent Borrower or such Subsidiary GuarantorDomestic Subsidiary, as the case may be, and take such other action as may be necessary or, in the reasonable opinion of the Administrative Agent, the Collateral Agent or the Collateral Trustee, desirable to perfect the security interest of the Collateral Trustee thereon and (iii) cause such new Subsidiary (A) to become a party deliver to the Guarantee and Collateral Agreement and (B) to take such actions necessary or advisable to grant to Administrative Agent, the Collateral Agent for and the benefit of the Secured Parties a perfected first priority security interest Collateral Trustee, if reasonably requested, legal opinions (subject, except which may be delivered by in-house counsel if admitted in the case of the pledge of any Capital Stock of any Subsidiary, to Liens permitted by Section 7.03relevant jurisdiction) in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary to the extent required by the Guarantee and Collateral Agreement, including, without limitation, the filing of Uniform Commercial Code financing statements and intellectual property security agreements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law and if reasonably requested by the Collateral Agent, with respect to any Subsidiary other than an Immaterial Subsidiary, deliver to the Collateral Agent customary legal opinions relating to the matters described above. (d) The Co-, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent, the Collateral Agent shall not have any duties or obligations except those expressly set forth in Section 6.05 and Section 6.08. Without limiting the generality of the foregoing, the Co-Collateral Agent is not subject to any fiduciary or other implied duties, nor has any duty or obligation to any Lender or participant or any other Person as a result of the Co-Collateral Agent’s rights under Section 6.05 and Section 6.08Trustee.

Additional Collateral, etc. (a) With Subject to and consistent with the Security and Guarantee Principles, with respect to any Property property (to the extent included in the definition of Collateral) acquired at any time after the Closing Date by the Company or any Subsidiary Guarantor Loan Party (other than (w) any interest in real property or any Property described in paragraph (b) of this Section 6.08), (x) any Property subject to a Lien permitted by Section 7.03(gc) or (yd) Property acquired by an Excluded Subsidiarybelow) as to which the Collateral Agent, for the benefit of the Secured Parties, does not have a perfected Lien, promptly within thirty (30) days of such acquisition (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 Collateral Agent such amendments or supplements to the Guarantee and Collateral Agreement and applicable Security Documents or such other documents (including intellectual property security agreements) as the Collateral Agent reasonably deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a valid and enforceable first priority security interest in such Property (to the extent such Property is of a type that would constitute Collateral as described in the Guarantee and Collateral Agreement) property and (ii) take all actions reasonably necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest (subject, except in the case of the pledge of Capital Stock of any Subsidiary, subject to Liens permitted by Section 7.03hereunder) in such Property (to the extent required by the Guarantee and Collateral Agreement)property, including without limitation, the filing of Uniform Commercial Code UCC financing statements and/or intellectual property security agreements in such jurisdictions as may be required by the Guarantee and Collateral Security Agreement or by other applicable 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 simple interest in any real property 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 the Company or any Subsidiary Guarantor Loan Party, within ninety (or owned by any Person that becomes a Subsidiary Guarantor), the Company shall notify the Collateral Agent and the Co-Collateral Agent promptly after the Borrower obtains knowledge thereof, to permit the Collateral Agent and the Co-Collateral Agent to comply with the Flood Insurance Laws, and within 90 90) days following the date of such acquisition of such real property or the date on which such Person becomes a Subsidiary Guarantor (or such longer period as the Collateral Agent and the Co-Collateral Agent shall reasonably agree or as may be reasonably required agreed to permit completion of flood insurance diligence by the Collateral Agent and in its sole discretion) of the Co-Collateral Agent)acquisition of such interest, (i) execute and deliver a Mortgage Mortgage, in favor of the Collateral Agent, for the benefit of the Secured Parties, covering such real propertyinterest in Real Property, (ii) if requested by along with a corresponding UCC fixture filing for filing in the Collateral Agentapplicable jurisdiction, deliver to the Collateral Agent (A) a lender’s title insurance policy, each in form and substance reasonably acceptable to the Collateral Agent, insuring such Mortgage as a first lien on such Mortgaged Property (subject only to Liens permitted by Section 7.03), (B) an American Land Title Association/American Congress of Surveying and Mapping (ALTA/ACSM) form of survey by a duly registered and licensed land surveyor for which all necessary fees have been paid dated a date reasonably acceptable to the Collateral Agent, certified to the Collateral Agent and the title company in a manner reasonably satisfactory to the Collateral Agent, 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, (Cii) provide the Lenders with title and extended coverage insurance covering such interest in Real Property in an amount at least equal to the extent required fair market value of such Real Property (or such lesser amount as shall be specified by Financial Institutions Reformthe Collateral Agent) together with title endorsements reasonably requested by the Collateral Agent, Recovery(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 Enforcement Act issue the endorsements required pursuant to subsection (ii) above), together with a surveyor’s certification, (iv) such affidavits, certificates, instruments of 1989indemnification 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, Pub.L. 101-73, ▇▇▇ ▇▇▇▇. ▇▇▇, enacted August 9, 1989, or any other applicable law, an appraisal, and (Dv) an opinion of local counsel reasonably satisfactory deliver to the Collateral Agent. No later than 30 days (or such later date as the Collateral Agent or Co-Collateral Agent shall reasonably agree) prior to the date on which a Mortgage is executed and delivered pursuant to this Section 6.08(b), in order to comply with the Flood Laws, the Collateral Agent and the Co-Collateral Agent shall have received the following documents (collectively, the “Flood Documents”), legal opinions in form and substance reasonably satisfactory thereto: (1) a completed standard “life of loan” flood hazard determination form (a “Flood Determination Form”), (2) if the improvement(s) to the applicable improved real property is located in a special flood hazard area, a notification to the Company (“Company Notice”) and (if applicable) notification to the Company that flood insurance coverage under the National Flood Insurance Program (“NFIP”) is not available because the community does not participate in the NFIP, (3) documentation evidencing the Company’s receipt of the Company Notice (e.g., countersigned Company Notice, return receipt of certified U.S. Mail, or overnight delivery), and (4) if the Company Notice is required to be given and flood insurance is available in the community in which the property is located, evidence of flood insurance reasonably satisfactory to the Collateral Agent and the Co-Collateral Agent (any of the foregoing being “Evidence of Flood Insurance”). Notwithstanding anything to the contrary contained herein, if either covering such matters as the Collateral Agent or the Co-Collateral Agent are unable or fail to complete flood insurance diligence to its reasonable satisfaction so as to permit the Company or any Subsidiary Guarantor to deliver a Mortgage as required by this Section 6.08(b)may reasonably request, then so long as the Company or such Subsidiary Guarantor otherwise has complied with this Section 6.08(b), the Company or such Subsidiary Guarantor shall have no obligation hereunder to deliver such Mortgage (and no Event of Default shall be deemed to arise from the Company’s or such Subsidiary Guarantor’s failure to deliver such Mortgage) unless and until both the Collateral Agent and the Co-Collateral Agent completes such flood insurance diligence to their reasonable satisfaction (after which the Company or such Subsidiary Guarantor shall have a period of 30 additional days following written notification thereof to execute and deliver such Mortgage). If at any time while this Agreement is in effect Bank of America, N.A. ceases to be a Lender, then there shall no longer be a Co-Collateral Agent hereunder, and all consent or approval rights of Co-Collateral Agent contained in this Agreement (including, without limitation, 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 Section 6.05 and this Section 6.08(b)) shall be deemed 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 satisfied 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 consent or approval of the Collateral Agent; provided, however, that at any time thereafter, the Required Lenders may elect to designate and appoint a successor Co-Collateral Agent, which successor Co-Collateral Agent shall be (i) or necessary in order to create a Lendervalid, (ii) a bank with an office in New York, New York, or an Affiliate of any such bank, perfected first and (iii) reasonably satisfactory subsisting Lien subject to liens permitted under Section 9.3 against the Company, in which event such successor Co-Collateral Agent shall become vested with all Real Property covered by the rights, powers, privileges and duties of the Co-Collateral Agent hereunderapplicable Mortgage. (c) With Subject to and consistent with the Security and Guarantee Principles, with respect to any new Subsidiary (other than an Excluded Subsidiary) Guarantor created or acquired after the Closing Date (which, for the purposes of this paragraph, shall include by any existing Subsidiary that ceases to be an Excluded Subsidiary), by the Company or any of its Restricted Subsidiaries (other than by an Excluded Subsidiary)Loan Party, within 45 thirty (30) days following the date 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 shall reasonably agree)in its sole discretion, (i) execute and deliver to the Collateral Agent such amendments to this Agreement and the Guarantee Security Documents and Collateral Agreement such comparable documentation or other Security Documents as the Collateral Agent deems 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 Capital Stock of such new Subsidiary Guarantor that is owned by the Company or any Subsidiary Guarantor (to the extent such Capital Stock is of a type that would constitute Collateral as described in the Guarantee and Collateral Agreement)Loan Party, (ii) deliver to the Collateral Agent the certificates representing such Capital Stock (to the extent such Capital Stock is of a type that would constitute Collateral as described in the Guarantee and Collateral Agreementif any), together with undated stock powers, in blank, executed and delivered by a duly authorized officer Authorized Officer of the Company or such Subsidiary Guarantor, as the case may be and relevant Loan Party (iii) cause such new Subsidiary Guarantor (Aa) 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 party Subsidiary Guarantor and guarantee the Obligations, (y) a joinder agreement to the Guarantee and Security Agreement, substantially in the form annexed thereto, or such comparable documentation or other Security Documents requested by the Collateral Agreement and Agent, as applicable, (Bb) to take such actions reasonably necessary or advisable to grant to the Collateral Agent Agent, for the benefit of the Secured Parties Parties, a perfected first priority security interest (subject, except in the case assets (other than Excluded Assets) of the pledge of any Capital Stock of any Subsidiary, to Liens permitted by Section 7.03) in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary to the extent required by the Guarantee and Collateral AgreementGuarantor, including, without limitation, including the filing of Uniform Commercial Code UCC financing statements and intellectual property security agreements in such jurisdictions as may be required by the Guarantee and Collateral 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 of the relevant Loan Party and (iii) if reasonably requested by the Collateral Agent, deliver to the Collateral Agent customary legal opinions relating in form and substance reasonably satisfactory to the Collateral Agent and covering such matters described aboveas the Collateral Agent may request. (de) The CoWith respect to any new Non-Guarantor Subsidiary created or acquired after the Closing Date 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 requires the consent of any Person party thereto), within thirty (30) days of such creation or acquisition (or such longer period as agreed to by the Collateral Agent shall not have any duties in its sole discretion), (i) execute and deliver to the Collateral Agent such Security Documents or obligations except those expressly set forth in Section 6.05 and Section 6.08. Without limiting amendments thereto as the generality Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the foregoingSecured Parties, a perfected first priority security interest (subject to Liens permitted hereunder) in the CoCapital Stock of such Non-Guarantor Subsidiary that is owned by any Loan Party, (ii) deliver to the Collateral Agent is not subject to any fiduciary or other implied dutiesthe certificates representing such Capital Stock (if any), nor has any duty or obligation to any Lender or participant or any other Person as together with undated stock powers, in blank, executed and delivered by a result duly Authorized Officer of the Co-relevant Loan Party, (iii) cause such new Subsidiary Guarantor to deliver to the Collateral Agent a certificate of such Subsidiary Guarantor, substantially in the form of Exhibit M, with appropriate insertions and attachments (including modifications based on the Security and Guarantee Principles), and (iv) if reasonably requested by the Collateral Agent’s rights under Section 6.05 , deliver to the Collateral Agent legal opinions in form and Section 6.08substance reasonably satisfactory to the Collateral Agent and covering such matters as the Collateral Agent may request.

Additional Collateral, etc. (a) With respect to any Property acquired after the Closing Restatement Effective Date by the Company Borrower or any Subsidiary Guarantor (other than (wx) any interest in real property or any Property described in paragraph (b) of this Section 6.08Section, (xy) any Property subject to a Lien expressly permitted by Section 7.03(g7.3(g) and (z) any equity interest in or (y) Property acquired by an Excluded of a Foreign Subsidiary) as to which the Collateral Administrative Agent, for the benefit of the Secured Parties, does not have a perfected Lien, promptly (i) execute and deliver to the Collateral Administrative Agent such amendments to the Guarantee and Collateral Agreement and or such other documents (including intellectual property security agreements) as the Collateral Administrative Agent reasonably deems necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the Secured Parties, a security interest in such Property (to the extent such Property is of a type that would constitute Collateral as described in the Guarantee and Collateral Agreement) and (ii) take all actions reasonably necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in such Property, in each case prior and superior in right to any other Person (subjectexcept, except in the case of the pledge of Capital Stock of any SubsidiaryCollateral other than Pledged Stock, to Liens permitted by Section 7.037.3, and, in the case of Pledged Stock, (i) in such Property Liens permitted by Section 7.3(s) and (ii) Liens permitted by Section 7.3(a) to the extent required such Liens are prior and superior to the Liens granted under the Security Documents by the Guarantee and Collateral Agreementoperation of law), including without limitation, the filing of Uniform Commercial Code financing statements 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 Administrative Agent. (b) With respect to any fee simple interest in any real property having a value (together with improvements thereof) of at least $5,000,000 2,000,000 acquired after the Closing Restatement Effective Date by the Company Borrower or any Subsidiary Guarantor (or other than any such real property owned by any Person that becomes Foreign Subsidiary or subject to a Subsidiary GuarantorLien expressly permitted by Section 7.3(g)), the Company shall notify the Collateral Agent and the Co-Collateral Agent promptly after the Borrower obtains knowledge thereof, to permit the Collateral Agent and the Co-Collateral Agent to comply with the Flood Insurance Laws, and within 90 days following the date of such acquisition of such real property or the date on which such Person becomes a Subsidiary Guarantor (or such longer period as the Collateral Agent and the Co-Collateral Agent shall reasonably agree or as may be reasonably required to permit completion of flood insurance diligence by the Collateral Agent and the Co-Collateral Agent), (i) execute and deliver a Mortgage in favor of the Collateral Administrative Agent, for the benefit of the 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 Collateral Administrative Agent, deliver provide the Lenders with (x) title and extended coverage insurance covering such real property in an amount at least equal to the Collateral Agent (A) a lender’s title insurance policy, in form and substance reasonably acceptable to the Collateral Agent, insuring purchase price of such Mortgage as a first lien on such Mortgaged Property (subject only to Liens permitted by Section 7.03), (B) an American Land Title Association/American Congress of Surveying and Mapping (ALTA/ACSM) form of survey by a duly registered and licensed land surveyor for which all necessary fees have been paid dated a date reasonably acceptable to the Collateral Agent, certified to the Collateral Agent and the title company in a manner reasonably satisfactory to the Collateral Agent, (C) to the extent required by Financial Institutions Reform, Recovery, and Enforcement Act of 1989, Pub.L. 101-73, ▇▇▇ ▇▇▇▇. ▇▇▇, enacted August 9, 1989, or any other applicable law, an appraisal, and (D) an opinion of local counsel reasonably satisfactory to the Collateral Agent. No later than 30 days real property (or such later date other amount as shall be reasonably specified by the Collateral Administrative Agent) as well as a current ALTA survey thereof, together with a surveyor’s certificate and (y) any consents or estoppels reasonably deemed necessary by the Administrative Agent or Co-Collateral Agent shall reasonably agree) prior to in connection with such Mortgage, each of the date on which a Mortgage is executed and delivered pursuant to this Section 6.08(b), in order to comply with the Flood Laws, the Collateral Agent and the Co-Collateral Agent shall have received the following documents (collectively, the “Flood Documents”), foregoing in form and substance reasonably satisfactory thereto: to the Administrative Agent and (1) a completed standard “life of loan” flood hazard determination form (a “Flood Determination Form”), (2iii) if reasonably requested by the improvement(s) Administrative Agent, deliver to the applicable improved real property is located in a special flood hazard area, a notification Administrative Agent legal opinions relating to the Company (“Company Notice”) matters described above, which opinions shall be in form and (if applicable) notification to the Company that flood insurance coverage under the National Flood Insurance Program (“NFIP”) is not available because the community does not participate in the NFIP, (3) documentation evidencing the Company’s receipt of the Company Notice (e.g., countersigned Company Notice, return receipt of certified U.S. Mail, or overnight delivery)substance, and (4) if the Company Notice is required to be given and flood insurance is available in the community in which the property is locatedfrom counsel, evidence of flood insurance reasonably satisfactory to the Collateral Agent and the Co-Collateral Agent (any of the foregoing being “Evidence of Flood Insurance”). Notwithstanding anything to the contrary contained herein, if either the Collateral Agent or the Co-Collateral Agent are unable or fail to complete flood insurance diligence to its reasonable satisfaction so as to permit the Company or any Subsidiary Guarantor to deliver a Mortgage as required by this Section 6.08(b), then so long as the Company or such Subsidiary Guarantor otherwise has complied with this Section 6.08(b), the Company or such Subsidiary Guarantor shall have no obligation hereunder to deliver such Mortgage (and no Event of Default shall be deemed to arise from the Company’s or such Subsidiary Guarantor’s failure to deliver such Mortgage) unless and until both the Collateral Agent and the Co-Collateral Agent completes such flood insurance diligence to their reasonable satisfaction (after which the Company or such Subsidiary Guarantor shall have a period of 30 additional days following written notification thereof to execute and deliver such Mortgage). If at any time while this Agreement is in effect Bank of America, N.A. ceases to be a Lender, then there shall no longer be a Co-Collateral Agent hereunder, and all consent or approval rights of Co-Collateral Agent contained in this Agreement (including, without limitation, in Section 6.05 and this Section 6.08(b)) shall be deemed to be satisfied by the consent or approval of the Collateral Administrative Agent; provided, however, that at any time thereafter, the Required Lenders may elect to designate and appoint a successor Co-Collateral Agent, which successor Co-Collateral Agent shall be (i) a Lender, (ii) a bank with an office in New York, New York, or an Affiliate of any such bank, and (iii) reasonably satisfactory to the Company, in which event such successor Co-Collateral Agent shall become vested with all the rights, powers, privileges and duties of the Co-Collateral Agent hereunder. (c) With respect to any new Material Wholly Owned Domestic Subsidiary (other than 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 Excluded Subsidiary)Restatement Effective Date, by the Company Borrower or any of its Restricted Subsidiaries (other than by an Excluded Subsidiary)Domestic Subsidiaries, within 45 days following the date of such creation or acquisition (or such longer period as the Collateral Agent shall reasonably agree), promptly (i) execute and deliver to the Collateral Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Collateral Administrative Agent deems necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by the Company Borrower or any Subsidiary Guarantor (to the extent such Capital Stock is of a type that would constitute Collateral as described in the Guarantee and Collateral Agreement)its Domestic Subsidiaries, (ii) deliver to the Collateral Administrative Agent the certificates certificates, if any, representing such Capital Stock (to the extent such Capital Stock is of a type that would constitute Collateral as described in the Guarantee and Collateral Agreement)Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Company Borrower or such Subsidiary GuarantorSubsidiary, as the case may be and 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 Collateral Administrative Agent for the benefit of the Secured Parties a perfected first priority security interest (subject, except in the case of the pledge of any Capital Stock of any Subsidiary, to Liens permitted by Section 7.03) in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary in each case prior and superior in right to any other Person (except, 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 required such Liens are prior and superior to the Liens granted under the Security Documents by the Guarantee and Collateral Agreementoperation of law), including, without limitation, the filing of Uniform Commercial Code financing statements and intellectual property security agreements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent, and (iv) if reasonably requested by the Collateral Administrative Agent, with respect to any Subsidiary other than an Immaterial Subsidiary, deliver to the Collateral Administrative Agent customary legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. (d) The Co-Collateral Agent shall not have any duties or obligations except those expressly set forth in Section 6.05 and Section 6.08. Without limiting the generality of the foregoing, the Co-Collateral Agent is not subject to any fiduciary or other implied duties, nor has any duty or obligation to any Lender or participant or any other Person as a result of the Co-Collateral Agent’s rights under Section 6.05 and Section 6.08.

Additional Collateral, etc. (a) With respect to any Property acquired after the Closing Date by the Company or any Subsidiary Guarantor of its Restricted Subsidiaries (other than (w1) any interest in real property or any Property described in paragraph (b2) of this Section 6.08, (x3) any Property subject to a Lien permitted by Section 7.03(g) or ), (y4) 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 Immaterial Restricted Subsidiary) as to which the Collateral Agent, for the benefit of the Secured Parties, does not have a perfected Lien, promptly (i) execute and deliver to the Collateral Agent such amendments to the Guarantee and Collateral Agreement and such other documents (including intellectual property security agreements) as the Collateral Agent reasonably deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a security interest in such Property (to the extent such Property is of a type that would constitute Collateral as described in the Guarantee and Collateral Agreement) and (ii) take all actions reasonably necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest (subject, except in the case of the pledge of any Restricted Subsidiary Capital Stock of any SubsidiaryStock, to Liens permitted by Section 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 $5,000,000 10,000,000 acquired after the Closing Date by the Company or any Subsidiary Guarantor of its Restricted Subsidiaries (or owned by other than any Person that becomes a Subsidiary Guarantor), the Company shall notify the Collateral Agent and the Co-Collateral Agent promptly after the Borrower obtains knowledge thereof, to permit the Collateral Agent and the Co-Collateral Agent to comply with the Flood Insurance Laws, and within 90 days following the date of such acquisition of such real property owned by an Excluded Domestic Subsidiary, a Foreign Subsidiary or the date on which such Person becomes subject to a Subsidiary Guarantor (or such longer period as the Collateral Agent and the Co-Collateral Agent shall reasonably agree or as may be reasonably required to permit completion of flood insurance diligence Lien permitted by the Collateral Agent and the Co-Collateral AgentSection 7.03(g)), promptly (i) execute and deliver a first priority Mortgage in favor of the Collateral Agent, for the benefit of the Secured Parties, covering such real property, (ii) if requested by the Collateral Agent, provide the Lenders with (x) title and extended coverage insurance covering such real property in an amount at least equal to the purchase price of such real property (or such other amount as shall be reasonably specified by the Collateral Agent) as well as if then requested by the Collateral Agent a recent or 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 Collateral Agent and (iii) if requested by the Collateral Agent, deliver to the Collateral Agent (A) a lender’s title insurance policylegal opinions relating to the matters described above, which opinions shall be in form and substance reasonably acceptable to the Collateral Agent, insuring such Mortgage as a first lien on such Mortgaged Property (subject only to Liens permitted by Section 7.03), (B) an American Land Title Association/American Congress of Surveying and Mapping (ALTA/ACSM) form of survey by a duly registered and licensed land surveyor for which all necessary fees have been paid dated a date reasonably acceptable to the Collateral Agent, certified to the Collateral Agent and the title company in a manner reasonably satisfactory to the Collateral Agent, (C) to the extent required by Financial Institutions Reform, Recoverysubstance, and Enforcement Act of 1989from counsel, Pub.L. 101-73, ▇▇▇ ▇▇▇▇. ▇▇▇, enacted August 9, 1989, or any other applicable law, an appraisal, and (D) an opinion of local counsel reasonably satisfactory to the Collateral Agent. No later than 30 days (or such later date as the Collateral Agent or Co-Collateral Agent shall reasonably agree) three Business Days prior to the date on which a Mortgage is executed and delivered pursuant to this Section 6.08(b6.08(a), in order to comply with the Flood Laws, the Collateral Agent and the Co-Collateral Agent shall have received the following documents (collectively, the “Flood Documents”), in form and substance reasonably satisfactory thereto: ): (1A) a completed standard “life of loan” flood hazard determination form (a “Flood Determination Form”), (2B) if the improvement(s) to the applicable improved real property is located in a special flood hazard area, a notification to the Company (“Company Notice”) and (if applicable) notification to the Company that flood insurance coverage under the National Flood Insurance Program (“NFIP”) is not available because the community does not participate in the NFIP, (3C) documentation evidencing the Company’s receipt of the Company Notice (e.g., e.g. countersigned Company Notice, return receipt of certified U.S. Mail, or overnight delivery), and (4D) if the Company Notice is required to be given and flood insurance is available in the community in which the property is located, a copy of one of the following: the flood insurance policy, the Company’s application for a flood insurance policy plus proof of premium payment, a declaration page confirming that flood insurance has been issued, or such other evidence of flood insurance reasonably satisfactory to the Collateral Agent and the Co-Collateral Agent (any of the foregoing being “Evidence of Flood Insurance”). Notwithstanding anything to the contrary contained herein, if either the Collateral Agent or the Co-Collateral Agent are unable or fail to complete flood insurance diligence to its reasonable satisfaction so as to permit the Company or any Subsidiary Guarantor to deliver a Mortgage as required by this Section 6.08(b), then so long as the Company or such Subsidiary Guarantor otherwise has complied with this Section 6.08(b), the Company or such Subsidiary Guarantor shall have no obligation hereunder to deliver such Mortgage (and no Event of Default shall be deemed to arise from the Company’s or such Subsidiary Guarantor’s failure to deliver such Mortgage) unless and until both the Collateral Agent and the Co-Collateral Agent completes such flood insurance diligence to their reasonable satisfaction (after which the Company or such Subsidiary Guarantor shall have a period of 30 additional days following written notification thereof to execute and deliver such Mortgage). If at any time while this Agreement is in effect Bank of America, N.A. ceases to be a Lender, then there shall no longer be a Co-Collateral Agent hereunder, and all consent or approval rights of Co-Collateral Agent contained in this Agreement (including, without limitation, in Section 6.05 and this Section 6.08(b)) shall be deemed to be satisfied by the consent or approval of the Collateral Agent; provided, however, that at any time thereafter, the Required Lenders may elect to designate and appoint a successor Co-Collateral Agent, which successor Co-Collateral Agent shall be (i) a Lender, (ii) a bank with an office in New York, New York, or an Affiliate of any such bank, and (iii) reasonably satisfactory to the Company, in which event such successor Co-Collateral Agent shall become vested with all the rights, powers, privileges and duties of the Co-Collateral Agent hereunder. (c) With respect to any new 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 an Excluded either a Foreign Subsidiary or Immaterial Restricted Subsidiary), by the Company or any of its Restricted Subsidiaries (other than by an Excluded Domestic Subsidiary), within 45 days following the date of such creation or acquisition (or such longer period as the Collateral Agent shall reasonably agree), promptly (i) execute and deliver to the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the 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 Subsidiary Guarantor (to the extent such Capital Stock is of a type that would constitute Collateral as described in the Guarantee and Collateral Agreement)its Restricted Subsidiaries, (ii) deliver to the Collateral Agent the certificates representing such Capital Stock (to the extent such Capital Stock is of a type that would constitute Collateral as described in the Guarantee and Collateral Agreement)Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Company or such Subsidiary GuarantorRestricted Subsidiary, as the case may be and be, (iii) cause such new Restricted Subsidiary, unless an Excluded Domestic 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 Secured Parties a perfected first priority security interest (subject, except in the case of the pledge of any Restricted Subsidiary Capital Stock of any SubsidiaryStock, to Liens permitted by Section 7.03) in the Collateral described in the Guarantee and Collateral Agreement with respect to of such new Restricted Subsidiary 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 relevant jurisdictions and intellectual property security agreements in such jurisdictions as may be required by the Guarantee and Collateral Agreement Agreement, or by law and if reasonably or as may be requested by the Collateral Agent, with respect to any Subsidiary other than an Immaterial Subsidiaryand (iv) if requested by the Collateral Agent, deliver to the Collateral Agent customary legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agent. (d) The Co-With respect to any new Foreign Subsidiary (other than any Immaterial Restricted Subsidiary) created or acquired after the Closing Date by the Company or any Restricted Subsidiary (which, for the purposes of this paragraph, shall include any existing Foreign Subsidiary that ceases to be an Immaterial Restricted Subsidiary) other than any Foreign Subsidiary or Excluded Domestic Subsidiary, promptly (i) execute and deliver to the Collateral Agent shall not have any duties such amendments to the Guarantee and Collateral Agreement or obligations except those expressly set forth in Section 6.05 and Section 6.08. Without limiting such other documents as the generality Collateral Agent reasonably deems necessary or advisable to grant to the Collateral Agent, for the benefit of the foregoingSecured Parties, a perfected first priority security interest in the Co-Capital Stock of such new Restricted Subsidiary that is owned by the Company or any of its Restricted Subsidiaries (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Foreign Subsidiary or CFC Holding Company be required to be so pledged), (ii) deliver to the Collateral Agent is not subject the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Company or such Restricted Subsidiary, as the case may be, and take such other action as may be necessary or advisable to any fiduciary perfect the Lien of the Collateral Agent thereon, and (iii) if requested by the Collateral Agent, deliver to the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agent. (e) Notwithstanding the foregoing or other implied duties, nor has any duty anything to the contrary herein or obligation to any Lender or participant or in any other Person as 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 result UCC financing statement or delivery of stock certificates/pledged notes and powers/allonges) or (ii) take any action under the Colaw of any non-Collateral Agent’s rights 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 Section 6.05 and Section 6.08the laws of any non-United States jurisdiction shall be required).

Additional Collateral, etc. (a) With respect to any Property owned property acquired after the Closing Restatement Effective Date by the Company Borrower or any Subsidiary Guarantor (other than (w) any interest in real property or any Property described in paragraph (b) of this Section 6.08, (x) any Property subject to a Lien permitted by Section 7.03(g) or (y) Property acquired by an Excluded Subsidiary) as to which the Collateral Administrative Agent, for the benefit of the Secured Parties, does not have a perfected LienLien (except as expressly set forth in the applicable Security Document), promptly within thirty (30) days of such acquisition (or within such longer period of time as reasonably consented to by the Administrative Agent) (i) execute and deliver to the Collateral Administrative Agent such amendments to the Amended and Restated Guarantee and Collateral Agreement and or such other documents (including intellectual property security agreements) as the Collateral Administrative Agent reasonably deems necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the Secured Parties, a security interest in such Property (to the extent such Property is of a type that would constitute Collateral as described in the Guarantee and Collateral Agreement) property and (ii) take all actions reasonably necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the Secured Parties, a (except as expressly set forth in the applicable Security Document) perfected first priority security interest (subject, except in the case of the pledge of Capital Stock of any Subsidiary, to Liens permitted by Section 7.03) in such Property (to the extent required by the Guarantee and Collateral Agreement)property, including without limitation, the filing of Uniform Commercial Code financing statements and/or intellectual property security agreements 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 (together with improvements thereof) of at least $5,000,000 6,000,000 acquired after the Closing Restatement Effective Date by the Company Borrower or any Subsidiary Guarantor within sixty (or owned by any Person that becomes a Subsidiary Guarantor), the Company shall notify the Collateral Agent and the Co-Collateral Agent promptly after the Borrower obtains knowledge thereof, to permit the Collateral Agent and the Co-Collateral Agent to comply with the Flood Insurance Laws, and within 90 60) days following the date of such acquisition of such real property or the date on which such Person becomes a Subsidiary Guarantor (or within such longer period of time as the Collateral Agent and the Co-Collateral Agent shall reasonably agree or as may be reasonably required consented to permit completion of flood insurance diligence by the Collateral Agent and the Co-Collateral Administrative Agent)) (A) execute, (i) execute acknowledge and deliver a Mortgage in favor of the Collateral Administrative Agent, for the benefit of the 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 Collateral Administrative Agent, deliver provide the Secured Parties with (1) title and extended coverage insurance covering such real property in an amount at least equal to the Collateral Agent purchase price of such real property (Aand endorsements thereto) a lender’s title insurance policy, in form and substance reasonably acceptable to the Collateral Agent, insuring such Mortgage as well as a first lien on such Mortgaged Property (subject only to Liens permitted by Section 7.03)current ALTA survey thereof, (B) an American Land Title Association/American Congress of Surveying and Mapping (ALTA/ACSM) form of survey by together with a duly registered and licensed land surveyor for which all necessary fees have been paid dated a date reasonably acceptable to the Collateral Agent, certified to the Collateral Agent and the title company in a manner reasonably satisfactory to the Collateral Agent, (C) to the extent required by Financial Institutions Reform, Recovery, and Enforcement Act of 1989, Pub.L. 101-73, ▇▇▇ ▇▇▇▇. ▇▇▇, enacted August 9, 1989, or any other applicable law, an appraisal, surveyor’s certificate and (D2) an opinion any consents or estoppels reasonably deemed necessary or advisable by the Administrative Agent in connection with such Mortgage, each of local counsel reasonably satisfactory to the Collateral Agent. No later than 30 days (or such later date as the Collateral Agent or Co-Collateral Agent shall reasonably agree) prior to the date on which a Mortgage is executed and delivered pursuant to this Section 6.08(b), in order to comply with the Flood Laws, the Collateral Agent and the Co-Collateral Agent shall have received the following documents (collectively, the “Flood Documents”), foregoing in form and substance reasonably satisfactory thereto: to the Administrative Agent, (1C) a completed standard “life of loan” flood hazard determination form (a “Flood Determination Form”)certificate, (2) if the improvement(s) certified to the applicable improved Administrative Agent, specifying whether such real property is located in a special flood hazard area, a notification to the Company (“Company Notice”) zone and (if applicable) notification to the Company that flood insurance coverage under the National Flood Insurance Program (“NFIP”) is not available because the community does not participate in the NFIP, (3) documentation evidencing the Company’s receipt of the Company Notice (e.g., countersigned Company Notice, return receipt of certified U.S. Mail, or overnight delivery), and (4) if the Company Notice is required to be given and flood insurance is available in the community in which the property is locatedso, 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 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 and the Co-Collateral Agent (any of the foregoing being “Evidence of Flood Insurance”). Notwithstanding anything to the contrary contained herein, if either the Collateral Agent or the Co-Collateral Agent are unable or fail to complete flood insurance diligence to its reasonable satisfaction so as to permit the Company or any Subsidiary Guarantor to deliver a Mortgage as required by this Section 6.08(b), then so long as the Company or such Subsidiary Guarantor otherwise has complied with this Section 6.08(b), the Company or such Subsidiary Guarantor shall have no obligation hereunder to deliver such Mortgage (and no Event of Default shall be deemed to arise from the Company’s or such Subsidiary Guarantor’s failure to deliver such Mortgage) unless and until both the Collateral Agent and the Co-Collateral Agent completes such flood insurance diligence to their reasonable satisfaction (after which the Company or such Subsidiary Guarantor shall have a period of 30 additional days following written notification thereof to execute and deliver such Mortgage). If at any time while this Agreement is in effect Bank of America, N.A. ceases to be a Lender, then there shall no longer be a Co-Collateral Agent hereunder, and all consent or approval rights of Co-Collateral Agent contained in this Agreement (including, without limitation, in Section 6.05 and this Section 6.08(b)) shall be deemed to be satisfied by the consent or approval of the Collateral Administrative Agent; provided, however, that at any time thereafter, the Required Lenders may elect to designate and appoint a successor Co-Collateral Agent, which successor Co-Collateral Agent shall be (i) a Lender, (ii) a bank with an office in New York, New York, or an Affiliate of any such bank, and (iii) reasonably satisfactory to the Company, in which event such successor Co-Collateral Agent shall become vested with all the rights, powers, privileges and duties of the Co-Collateral Agent hereunder. (c) With respect to any new Restricted Subsidiary (other than an Excluded a Foreign Subsidiary) created or acquired after the Closing Restatement Effective Date by any Group Member (which, for the purposes of this paragraphparagraph (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 Company or any of its Restricted Subsidiaries (other than by an Excluded Subsidiary), within 45 days following the date of such creation or acquisition (or such longer period as the Collateral Agent shall reasonably agree), Administrative Agent) (i) execute and deliver to the Collateral Administrative Agent such amendments to the Amended and Restated Guarantee and Collateral Agreement as the Collateral Administrative Agent reasonably deems necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Restricted Subsidiary that is owned by the Company or any Subsidiary Guarantor (to the extent such Capital Stock is of a type that would constitute Collateral as described in the Guarantee and Collateral Agreement)Group Member, (ii) deliver to the Collateral Administrative Agent the certificates certificates, if any, representing such Capital Stock (to the extent such Capital Stock is of a type that would constitute Collateral as described in the Guarantee and Collateral Agreement)Stock, together with undated stock powerspowers or equivalents, in blank, executed and delivered by a duly authorized officer of the Company or such Subsidiary Guarantorrelevant Group Member, as the case may be and (iii) cause such new Restricted Subsidiary (other than any Securitization Subsidiary) (A) to become a party to the Amended and Restated Guarantee and Collateral Agreement and Agreement, (B) to take such actions reasonably necessary or reasonably advisable to grant to the Collateral Administrative Agent for the benefit of the Secured Parties a (to the extent provided in the Amended and Restated Guarantee and Collateral Agreement) perfected first priority security interest (subject, except in the case of the pledge of any Capital Stock of any Subsidiary, to Liens permitted by Section 7.03) in the Collateral described in the Amended and Restated Guarantee and Collateral Agreement with respect to such new Subsidiary to the extent required by the Guarantee and Collateral AgreementRestricted Subsidiary, including, without limitation, including the filing of Uniform Commercial Code financing statements and intellectual property security agreements in such jurisdictions as may be required by the Amended and Restated Guarantee and Collateral Agreement or by law and if or as may be reasonably requested by the Collateral AgentAdministrative Agent and (C) to deliver to the Administrative Agent a certificate of such Restricted Subsidiary, substantially in the form of Exhibit C, with respect to any Subsidiary other than an Immaterial Subsidiaryappropriate insertions and attachments, and (iv) if requested by the Administrative Agent, deliver to the Collateral Administrative Agent customary legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. (d) The Co-With respect to (i) any new Foreign Subsidiary created or acquired after the Restatement Effective Date by any 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 Subsidiary that becomes a Material Foreign Subsidiary or is a direct or indirect parent of any Subsidiary that becomes a Material Foreign Subsidiary, promptly (A) (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 as the Administrative Agent shall not have any duties deems necessary or obligations advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a (except those as expressly set forth in Section 6.05 the Amended and Section 6.08. Without limiting Restated Guarantee and Collateral Agreement) perfected security interest in the generality Capital Stock of such new Foreign Subsidiary that is owned by any such Group Member (provided, that in no event shall more than 65% of the foregoingtotal outstanding voting Capital Stock of any such new Foreign Subsidiary be required to be so pledged), (B) deliver to the Administrative Agent the certificates, if any, representing such Capital Stock, together with undated stock powers or equivalents, in blank, executed and delivered by a duly authorized officer of the relevant Group Member, as the case may be, and take such other action as may be reasonably necessary or, in the reasonable opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein, and (C) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. (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 CoBorrower (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 is not subject deems necessary or advisable to any fiduciary or other implied dutiesgrant to the Administrative Agent, nor has any duty or obligation to any Lender or participant or any other Person as a result for the benefit of the Co-Secured Parties, a (except as expressly set forth in the Amended and Restated Guarantee and Collateral Agent’s rights under Section 6.05 and Section 6.08Agreement) 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 personal property or intellectual property acquired after the Closing Date by the Company or any Subsidiary Guarantor Loan Party (other than (w) any interest in real property motor vehicles, or any Property described in paragraph (b) tangible personal property evidenced by a title certificate or any other type of this Section 6.08, (x) any Property subject to a Lien permitted property expressly excluded by Section 7.03(g) or (y) Property acquired by an Excluded Subsidiarythe Security Documents) as to which the Collateral Administrative Agent, for the benefit of the Secured PartiesLenders, does not have a perfected Lien, promptly (i) execute and deliver to the Collateral Administrative Agent such amendments to the Guarantee and Collateral Security Agreement and or such other documents (including intellectual property security agreements) as the Collateral Administrative Agent reasonably deems necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the Secured PartiesLenders, a security interest in such Property (property, subject to the extent such Property is of a type that would constitute Collateral as described in the Guarantee and Collateral Agreement) Liens permitted under Section 7.3, and (ii) take all actions reasonably necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the Secured PartiesLenders, a perfected first priority security interest (subject, except in the case of the pledge of Capital Stock of any Subsidiary, to Liens permitted by Section 7.03) in such Property (to the extent required by the Guarantee and Collateral Agreement)property, including without limitation, the filing of Uniform Commercial Code financing statements and/or intellectual property security agreements in such jurisdictions as may be reasonably required by the Guarantee and Collateral Security Agreement or by law or as may be reasonably requested by the Collateral Administrative Agent. (b) With respect to any fee simple interest in any real property having a value (together with improvements thereof) of at least $5,000,000 125,000 acquired after the Closing Date by the Company or any Subsidiary Guarantor Loan Party (or owned by other than any Person that becomes a Subsidiary Guarantor), the Company shall notify the Collateral Agent and the Co-Collateral Agent promptly after the Borrower obtains knowledge thereof, to permit the Collateral Agent and the Co-Collateral Agent to comply with the Flood Insurance Laws, and within 90 days following the date of such acquisition of such real property subject or the date on which such Person becomes to be subject to a Subsidiary Guarantor Lien permitted by Section 7.3(g) or (or such longer period as the Collateral Agent and the Co-Collateral Agent shall reasonably agree or as may be reasonably required to permit completion of flood insurance diligence by the Collateral Agent and the Co-Collateral Agentz)), on a quarterly basis reasonably promptly after delivery of the financial statements delivered pursuant to Section 6.1(a) or (ib) execute and deliver a Mortgage first priority mortgage or deed of trust in a form substantially similar to the Mortgages on the Initial Mortgaged Properties and satisfactory to the Administrative Agent, in favor of the Collateral Administrative Agent, for the benefit of the Secured PartiesLenders, covering such real property, (ii) if requested property and recorded by the Collateral Agent, deliver to the Collateral Agent (A) a lender’s nationally recognized title insurance policy, in form and substance reasonably acceptable to the Collateral Agent, insuring such Mortgage as a first lien on such Mortgaged Property (subject only to Liens permitted by Section 7.03), (B) an American Land Title Association/American Congress of Surveying and Mapping (ALTA/ACSM) form of survey by a duly registered and licensed land surveyor for which all necessary fees have been paid dated a date reasonably acceptable to the Collateral Agent, certified to the Collateral Agent and the title company in a manner reasonably satisfactory to the Collateral Agent, (C) to the extent required by Financial Institutions Reform, Recovery, and Enforcement Act of 1989, Pub.L. 101-73, ▇▇▇ ▇▇▇▇. ▇▇▇, enacted August 9, 1989, or any other applicable law, an appraisal, and (D) an opinion of local counsel reasonably satisfactory to the Collateral Agent. No later than 30 days (or such later date as the Collateral Agent or Co-Collateral Agent shall reasonably agree) prior to the date on which a Mortgage is executed and delivered pursuant to this Section 6.08(b), in order to comply with the Flood Laws, the Collateral Agent and the Co-Collateral Agent shall have received the following documents (collectively, the “Flood Documents”), in form and substance reasonably satisfactory thereto: (1) a completed standard “life of loan” flood hazard determination form (a “Flood Determination Form”), (2) if the improvement(s) to the applicable improved real property is located in a special flood hazard area, a notification to the Company (“Company Notice”) and (if applicable) notification to the Company that flood insurance coverage under the National Flood Insurance Program (“NFIP”) is not available because the community does not participate in the NFIP, (3) documentation evidencing the Company’s receipt of the Company Notice (e.g., countersigned Company Notice, return receipt of certified U.S. Mail, or overnight delivery), and (4) if the Company Notice is required to be given and flood insurance is available in the community in which the property is located, evidence of flood insurance reasonably satisfactory to the Collateral Agent and the Co-Collateral Agent (any of the foregoing being “Evidence of Flood Insurance”). Notwithstanding anything to the contrary contained herein, if either the Collateral Agent or the Co-Collateral Agent are unable or fail to complete flood insurance diligence to its reasonable satisfaction so as to permit the Company or any Subsidiary Guarantor to deliver a Mortgage as required by this Section 6.08(b), then so long as the Company or such Subsidiary Guarantor otherwise has complied with this Section 6.08(b), the Company or such Subsidiary Guarantor shall have no obligation hereunder to deliver such Mortgage (and no Event of Default shall be deemed to arise from the Company’s or such Subsidiary Guarantor’s failure to deliver such Mortgage) unless and until both the Collateral Agent and the Co-Collateral Agent completes such flood insurance diligence to their reasonable satisfaction (after which the Company or such Subsidiary Guarantor shall have a period of 30 additional days following written notification thereof to execute and deliver such Mortgage). If at any time while this Agreement is in effect Bank of America, N.A. ceases to be a Lender, then there shall no longer be a Co-Collateral Agent hereunder, and all consent or approval rights of Co-Collateral Agent contained in this Agreement (including, without limitation, in Section 6.05 and this Section 6.08(b)) shall be deemed to be satisfied by the consent or approval of the Collateral Agent; provided, however, that at any time thereafter, the Required Lenders may elect to designate and appoint a successor Co-Collateral Agent, which successor Co-Collateral Agent shall be (i) a Lender, (ii) a bank with an office in New York, New York, or an Affiliate of any such bank, and (iii) reasonably satisfactory to the Company, in which event such successor Co-Collateral Agent shall become vested with all the rights, powers, privileges and duties of the Co-Collateral Agent hereundercompany. (c) With respect to any new Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party (which, for the purposes of this paragraph, shall include or any existing Subsidiary that ceases to be an Excluded a Liquidating Subsidiary), by the Company or any of its Restricted Subsidiaries (other than by an Excluded Subsidiary), within 45 days following the date of such creation or acquisition (or such longer period as the Collateral Agent shall reasonably agree), promptly (i) execute and deliver to the Collateral Administrative Agent such amendments to the Guarantee and Collateral Security Agreement as the Collateral Administrative Agent reasonably deems necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the Secured PartiesLenders, a perfected first priority security interest subject to Liens permitted pursuant to Section 7.3 in the Capital Stock of such new Subsidiary that is owned by any Loan Party (provided, such security interest shall be limited (A) in the Company or any Subsidiary Guarantor (case of a Foreign Subsidiary, to the extent 66% of such Capital Stock is of a type that would constitute Collateral as described in such Foreign Subsidiary, (B) in the Guarantee case of any Insurance Subsidiary, to the lesser of the amount of such Insurance Subsidiary’s Capital Stock which can be pledged pursuant to the applicable law governing such Insurance Subsidiary or if such Insurance Subsidiary is a Foreign Subsidiary, the amount which is required to be otherwise pledged hereunder and Collateral Agreement(C) in the case of any Non-Profit Entity formed after the Closing Date, to the amount of such entity’s Capital Stock that can be pledged pursuant to the applicable law or regulations governing such entity), (ii) deliver to the Collateral Administrative Agent the certificates representing such Capital Stock (to the extent such Capital Stock is of a type that would constitute Collateral as described in the Guarantee and Collateral Agreement)Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Company or such Subsidiary Guarantorrelevant Loan Party, as the case may be and (iii) cause such new Subsidiary (unless such Subsidiary is a Foreign Subsidiary, an Insurance Subsidiary, a Non-Wholly-Owned Subsidiary or a Non-Profit Entity) (A) to become a party to the Guarantee and Collateral Agreement and Security Agreement, (B) to take such actions necessary or advisable to grant to the Collateral Administrative Agent for the benefit of the Secured Parties Lenders a perfected first priority security interest (subject, except in subject to the case of the pledge of any Capital Stock of any Subsidiary, to Liens permitted by under Section 7.03) 7.3 in the Collateral described in the Guarantee and Collateral Security Agreement with respect to such new Subsidiary to the extent required by the Guarantee and Collateral AgreementSubsidiary, including, without limitation, including the filing of Uniform Commercial Code financing statements and intellectual property security agreements in such jurisdictions as may be required by the Guarantee and Collateral Security Agreement or by law or as may be requested by the Administrative Agent and (C) to deliver to the Administrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit C or in such other form as may be acceptable to the Administrative Agent, with appropriate insertions and attachments, and (iv) if reasonably requested by the Collateral Administrative Agent, with respect to any Subsidiary other than an Immaterial Subsidiary, deliver to the Collateral Administrative Agent customary legal opinions relating to the matters described above., which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent; provided that (d1) The Co-Collateral Agent Holdings and the Borrower shall not have be required to take, or cause any duties Subsidiary to take, the actions required by this paragraph (c) with respect to any such new Subsidiary prior to the delivery of financial statements delivered pursuant to Section 6.1(a) or obligations except those expressly set forth in Section 6.05 and Section 6.08. Without limiting (b) for the generality fiscal quarter of the foregoing, Borrower during which such new Subsidiary was created or acquired unless (x) the Co-Collateral Agent aggregate amount of Investments made by the Group Members in all such new Subsidiaries exceeds $5,000,000 prior to the end of such fiscal quarter or (y) a Default has occurred and is continuing and (2) Holdings and the Borrower shall not subject be required to any fiduciary or other implied duties, nor has any duty or obligation to any Lender or participant or any other Person as provide the legal opinions required by this paragraph (c) if the applicable new Subsidiary (on a result consolidated basis) accounts for less than 1% of the Co-Collateral Agent’s rights assets, revenues or Consolidated EBITDA of the Borrower, in each case on a pro forma basis as of the end of and for the four fiscal quarters most recently ended for which financial statements have been delivered under Section 6.05 and Section 6.086.1(a) or (b), as though such Subsidiary had become a Subsidiary at the beginning of such period, unless such new Subsidiary, together with all other Subsidiary Guarantors organized in the same jurisdiction with respect to which no opinions have been received by the Administrative Agent, account for 4% of more of the assets, revenues or Consolidated EBITDA of the Borrower (determined on the same basis as provided above).

Additional Collateral, etc. (a) With Subject to Section 5.9(d), with respect to any personal Property (other than Excluded Assets) acquired or created (including the filing of any applications for the registration or issuance of any Intellectual Property) after the Closing Date by any existing Loan Party, no later than the Company or any Subsidiary Guarantor (other than (w) any interest in real property or any Property described in paragraph (b) later of this Section 6.08, (x) any Property subject to a Lien permitted by Section 7.03(g) 45 days following the acquisition or creation thereof and (y) the next date of delivery of financial statements pursuant to Section 5.1(a) or 5.1(b) covering a period that includes the date of such acquisition or creation of such Property acquired (subject, in each case, to any specific time frame established in the relevant Loan Documents or such later date as may be agreed by an Excluded Subsidiary) as to which the Collateral Administrative Agent), for the benefit of the Secured Parties, does not have a perfected Lien, promptly (i) execute and deliver to the Collateral Administrative Agent such amendments to the Guarantee and Collateral Agreement and Security Documents (including schedules thereto) or such other documents (including intellectual property security agreements) as the Collateral Administrative Agent may reasonably deems necessary or advisable request to grant to the Collateral Administrative Agent, for the benefit of the Secured Parties, a security interest in such Property (to the extent such Property is of a type that would constitute Collateral as described in the Guarantee and Collateral Agreement) and (ii) take all actions reasonably necessary or advisable (as determined by the Administrative Agent in good faith) to grant to the Collateral Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security Table of Contents interest (subject to Permitted Liens) in such Property to the extent required under the Security Documents, including the filing of UCC financing statements or PPSA financing statements in such US or Canadian jurisdictions as may be required by the Security Documents and the making of certificate of title notations in respect of Rolling Stock Collateral. (b) [Reserved]. (c) With respect to (x) any new Restricted Subsidiary that would constitute a Subsidiary Guarantor within the meaning of that term created or acquired after the Closing Date (other than an Excluded Subsidiary), (y) any Intermediate Parent created after the Closing Date or (z) any previous Excluded Subsidiary that ceases to constitute an Excluded Subsidiary pursuant to the definition of such term (including any Immaterial Subsidiary that ceases to constitute an Immaterial Subsidiary or that has been designated by the Lead Borrower to no longer constitute an Immaterial Subsidiary in order to comply with the proviso to the definition thereof) (each such Person, a “Subsequent Required Guarantor”), in each case no later than the later of (x) 45 days following the date on which such Person constitutes a Subsequent Required Guarantor and (y) the next date of delivery of financial statements pursuant to Section 5.1(a) or Section 5.1(b) covering a period that includes the date such Person becomes a Subsequent Required Guarantor (subject, in each case, to any specific time frame established in the relevant Loan Documents or such later date as may be agreed by the Administrative Agent), (i) execute and deliver to the Administrative Agent such amendments to the Security Documents (including schedules thereto) as the Administrative Agent reasonably deems necessary to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected second priority security interest (subject to Permitted Liens) in the Capital Stock of such Subsequent Required Guarantor (other than to the extent constituting Excluded Assets), (ii) deliver to the Administrative Agent (x) the certificates, if any, representing such Capital Stock of such Subsequent Required Guarantor constituting certificated securities under the UCC or PPSA, as applicable, together with undated stock powers, in blank, to the extent necessary to perfect the Administrative Agent’s security interests therein, and (y) any note, instrument or debt security in favor of such Subsequent Required Guarantor, endorsed in blank or accompanied by an executed transfer form in blank, in each case executed and delivered by a duly authorized officer of such Subsequent Required Guarantor, in each case to the extent required by the Security Documents (and in each case to the extent delivery of such endorsements or transfer forms are customary under applicable Requirements of Law), (iii) cause such Subsequent Required Guarantor (A) to become a party to the applicable Security Documents and (B) to take such actions necessary to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest (subject, except in the case of the pledge of Capital Stock of any Subsidiary, subject to Liens permitted by Section 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/or intellectual property security agreements as may be required by the Guarantee and Collateral Agreement 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 $5,000,000 acquired after the Closing Date by the Company or any Subsidiary Guarantor (or owned by any Person that becomes a Subsidiary Guarantor), the Company shall notify the Collateral Agent and the Co-Collateral Agent promptly after the Borrower obtains knowledge thereof, to permit the Collateral Agent and the Co-Collateral Agent to comply with the Flood Insurance Laws, and within 90 days following the date of such acquisition of such real property or the date on which such Person becomes a Subsidiary Guarantor (or such longer period as the Collateral Agent and the Co-Collateral Agent shall reasonably agree or as may be reasonably required to permit completion of flood insurance diligence by the Collateral Agent and the Co-Collateral Agent), (i) execute and deliver a Mortgage in favor of the Collateral Agent, for the benefit of the Secured Parties, covering such real property, (ii) if requested by the Collateral Agent, deliver to the Collateral Agent (A) a lender’s title insurance policy, in form and substance reasonably acceptable to the Collateral Agent, insuring such Mortgage as a first lien on such Mortgaged Property (subject only to Liens permitted by Section 7.03), (B) an American Land Title Association/American Congress of Surveying and Mapping (ALTA/ACSM) form of survey by a duly registered and licensed land surveyor for which all necessary fees have been paid dated a date reasonably acceptable to the Collateral Agent, certified to the Collateral Agent and the title company in a manner reasonably satisfactory to the Collateral Agent, (C) to the extent required by Financial Institutions Reform, Recovery, and Enforcement Act of 1989, Pub.L. 101-73, ▇▇▇ ▇▇▇▇. ▇▇▇, enacted August 9, 1989, or any other applicable law, an appraisal, and (D) an opinion of local counsel reasonably satisfactory to the Collateral Agent. No later than 30 days (or such later date as the Collateral Agent or Co-Collateral Agent shall reasonably agree) prior to the date on which a Mortgage is executed and delivered pursuant to this Section 6.08(b), in order to comply with the Flood Laws, the Collateral Agent and the Co-Collateral Agent shall have received the following documents (collectively, the “Flood Documents”), in form and substance reasonably satisfactory thereto: (1) a completed standard “life of loan” flood hazard determination form (a “Flood Determination Form”), (2) if the improvement(s) to the applicable improved real property is located in a special flood hazard area, a notification to the Company (“Company Notice”) and (if applicable) notification to the Company that flood insurance coverage under the National Flood Insurance Program (“NFIP”) is not available because the community does not participate in the NFIP, (3) documentation evidencing the Company’s receipt of the Company Notice (e.g., countersigned Company Notice, return receipt of certified U.S. Mail, or overnight delivery), and (4) if the Company Notice is required to be given and flood insurance is available in the community in which the property is located, evidence of flood insurance reasonably satisfactory to the Collateral Agent and the Co-Collateral Agent (any of the foregoing being “Evidence of Flood Insurance”). Notwithstanding anything to the contrary contained herein, if either the Collateral Agent or the Co-Collateral Agent are unable or fail to complete flood insurance diligence to its reasonable satisfaction so as to permit the Company or any Subsidiary Guarantor to deliver a Mortgage as required by this Section 6.08(b), then so long as the Company or such Subsidiary Guarantor otherwise has complied with this Section 6.08(b), the Company or such Subsidiary Guarantor shall have no obligation hereunder to deliver such Mortgage (and no Event of Default shall be deemed to arise from the Company’s or such Subsidiary Guarantor’s failure to deliver such Mortgage) unless and until both the Collateral Agent and the Co-Collateral Agent completes such flood insurance diligence to their reasonable satisfaction (after which the Company or such Subsidiary Guarantor shall have a period of 30 additional days following written notification thereof to execute and deliver such Mortgage). If at any time while this Agreement is in effect Bank of America, N.A. ceases to be a Lender, then there shall no longer be a Co-Collateral Agent hereunder, and all consent or approval rights of Co-Collateral Agent contained in this Agreement (including, without limitation, in Section 6.05 and this Section 6.08(b)) shall be deemed to be satisfied by the consent or approval of the Collateral Agent; provided, however, that at any time thereafter, the Required Lenders may elect to designate and appoint a successor Co-Collateral Agent, which successor Co-Collateral Agent shall be (i) a Lender, (ii) a bank with an office in New York, New York, or an Affiliate of any such bank, and (iii) reasonably satisfactory to the Company, in which event such successor Co-Collateral Agent shall become vested with all the rights, powers, privileges and duties of the Co-Collateral Agent hereunder. (c) With respect to any new Subsidiary (other than 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 Excluded Subsidiary), by the Company or any of its Restricted Subsidiaries (other than by an Excluded Subsidiary), within 45 days following the date of such creation or acquisition (or such longer period as the Collateral Agent shall reasonably agree), (i) execute and deliver to the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by the Company or any Subsidiary Guarantor (to the extent such Capital Stock is of a type that would constitute Collateral as described in the Guarantee and Collateral Agreement), (ii) deliver to the Collateral Agent the certificates representing such Capital Stock (to the extent such Capital Stock is of a type that would constitute Collateral as described in the Guarantee and Collateral Agreement), together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Company or such Subsidiary Guarantor, as the case may be and (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 Collateral Agent for the benefit of the Secured Parties a perfected first priority security interest (subject, except in the case of the pledge of any Capital Stock of any Subsidiary, to Liens permitted by Section 7.03Permitted Liens) in the Collateral described in the Guarantee and Collateral Agreement applicable Security Documents with respect to such new Subsidiary to Subsequent Required Guarantor, including the extent required by recording of instruments in the Guarantee applicable IP Office, if required, and Collateral Agreement, including, without limitation, the filing of Uniform Commercial Code UCC financing statements and intellectual property security agreements or PPSA financing statements in such jurisdictions as may be required by the Guarantee Security Documents, and Collateral Agreement or by law and (iv) if reasonably requested by the Collateral Administrative Agent, with respect to any Subsidiary other than an Immaterial Subsidiary, deliver to the Collateral Administrative Agent customary legal opinions relating to the matters described above.above of the type delivered on the Closing Date (d) The Co-Collateral Agent Notwithstanding the foregoing provisions of this Section 5.9 or any other provision hereof or of any other Loan Document, (i) no Loan Party shall not have be required to grant a security interest in any duties or obligations Excluded Assets, (ii) except those expressly as set forth in Section 6.05 clause (iii) below, no Loan Party shall be required to perfect any pledges, security interests and Section 6.08. Without limiting mortgages in the generality Collateral by any means other than (A) (1) filings pursuant to the Uniform Commercial Code (or PPSA) in the office of the foregoingSecretary of State (or similar central filing office) of the relevant State, Province or Territory (or such multiple combination thereof as may be required to achieve perfection) or elsewhere as required by the Co-Uniform Commercial Code or the PPSA, (2) filings in the applicable IP Offices with respect to Intellectual Property as expressly required in the Security Documents and (3) certificate of title notations and filings with respect to Rolling Stock Collateral Agent is not and (B) similar filings in other Qualified Jurisdictions to the extent required under the Loan Documents and (C) subject to the ABL Intercreditor Agreement and any fiduciary or other implied dutiesintercreditor arrangements entered into pursuant to this Agreement, nor has delivery to the Administrative Agent of all certificates evidencing Capital Stock required to be delivered in order to perfect the Administrative Agent’s security interest therein, and intercompany notes and other instruments (including the Subordinated Intercompany Notes) to be held Table of Contents in its possession, in each case, as expressly required in the Security Documents, (iii) subject to Section 2.21(c), no Loan Party shall be required to enter into any duty or obligation control agreement with respect to any Lender deposit account, securities account or participant commodity account, (iv) no Loan Party shall be required to take any action with respect to any assets located outside of the United States or Canada (other than actions listed in clause (ii)(A) or (C) above), (v) no Loan Party shall be required to take any actions in any jurisdiction other than the United States or Canada (or any political subdivision thereof) in connection with pledging Collateral or enter into any collateral documents governed by the laws of any country (or any political subdivision thereof) other Person as a result than the United States or Canada (or any political subdivision thereof), (vi) no Collateral Foreign Subsidiary described in clause (a), (b) or (d) of the Co-definition of Collateral Agent’s rights under Section 6.05 Foreign Subsidiary shall be required to guarantee, or make any payments in respect of any US Borrower Obligations, (vii) no Collateral Foreign Subsidiary described in clause (a), (b) or (d) of the definition of Collateral Foreign Subsidiary shall be required to grant a security interest in any Property with respect to any US Borrower Obligations and Section 6.08(viii) no Subsidiary shall be required to pledge more than 65% of the voting Capital Stock of a Collateral Foreign Subsidiary with respect to any US Borrower Obligation and (ix) no Loan Party shall be required to prepare or deliver any environmental surveys or reports with respect to the real property of any Group Member.

Additional Collateral, etc. (a) With Subject to clause (d) below, upon the formation or the acquisition of any new direct or indirect Subsidiary (excluding any Excluded Domestic Subsidiary, Excluded Foreign Subsidiary, any Subsidiary that is held directly or indirectly by an Excluded Foreign Subsidiary, or, subject to the provisions of Section 6.8(e) below, any Broker-Dealer Subsidiary), or upon the occurrence of any Excluded Domestic Subsidiary acquired as an Investment under Section 7.7(k) becoming or required to be included in the definition of “Material Subsidiary” in order for the Borrower to comply with such definition, the Borrower shall, at the 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 (with a copy to counsel to the Administrative Agent) a supplement to the Guarantee Agreement or, with respect to any Property acquired Broker-Dealer Subsidiary, a Limited Guarantee Agreement or supplement thereto, as applicable, in form and substance reasonably satisfactory to the Administrative Agent, guaranteeing the other Loan Parties’ obligations under the Loan Documents, (ii) 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 and personal properties of such Subsidiary, in detail reasonably satisfactory to the Administrative Agent, (iii) 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 to duly execute and deliver to the Administrative Agent (with a copy to 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 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 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 Closing 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) to deliver to the Administrative Agent its organizational documents and, if requested by the Company Administrative Agent, an officer’s certificate in form and substance reasonably satisfactory to the Administrative Agent, and (B) (if 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, the delivery of all certificates evidencing Pledged Stock (excluding Capital Stock which is Excluded Property) and Pledged Notes (as defined in the Pledge and Security Agreement), 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 a signed copy of a favorable opinion, addressed to the Administrative Agent and the Lenders, of counsel for the Loan Parties reasonably acceptable to the Administrative Agent as to the matters contained in clauses (i), (iii) 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 Administrative Agent, provided, however, that to the extent that any Loan Party or any Subsidiary Guarantor (other than (w) of its Subsidiaries shall have otherwise received any interest in of the foregoing items with respect to such real property or any Property described in paragraph property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent. (b) Subject to clause (d) below, upon the acquisition of this Section 6.08any property by any Loan Party, (x) any Property if such property, in the reasonable judgment of the Administrative Agent, shall not already be subject to a Lien permitted by Section 7.03(g) or (y) Property acquired by an Excluded Subsidiary) as to which perfected first priority security interest in favor of the Collateral Agent, Administrative Agent for the benefit of the Secured Parties, does not have a perfected Lienthen the Borrower shall, promptly at the Borrower’s expense and upon the Administrative Agent’s request: (i) on or before the Compliance Certificate Delivery Date (but within 15 days after such acquisition if an Event of Default exists), furnish to the Administrative Agent a description of the property so acquired in detail reasonably satisfactory to the Administrative Agent, (ii) on or before the Compliance Certificate Delivery Date (but within 15 days after such acquisition if an Event of Default exists), cause the applicable Loan Party to duly execute and deliver to the Collateral Administrative Agent such amendments deeds of trust, trust deeds, deeds to secure debt, mortgages, supplements to the Guarantee Pledge and Collateral Security Agreement and such other documents (including intellectual property security agreements) as and, to the Collateral Agent reasonably deems extent necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a security interest in such Property (to the extent such Property is of a type that would constitute Collateral as described in the Guarantee and Collateral Agreement) and (ii) take all actions reasonably necessary or advisable to grant to the Collateral Administrative Agent’s reasonable opinion, for the benefit of the Secured Partiesother Security Documents, a perfected first priority security interest (subject, except in the case of the pledge of Capital Stock of any Subsidiary, to Liens permitted by Section 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/or intellectual property security agreements as may be required by the Guarantee and Collateral Agreement 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 $5,000,000 acquired after the Closing Date by the Company or any Subsidiary Guarantor (or owned by any Person that becomes a Subsidiary Guarantor), the Company shall notify the Collateral Agent and the Co-Collateral Agent promptly after the Borrower obtains knowledge thereof, to permit the Collateral Agent and the Co-Collateral Agent to comply with the Flood Insurance Laws, and within 90 days following the date of such acquisition of such real property or the date on which such Person becomes a Subsidiary Guarantor (or such longer period as the Collateral Agent and the Co-Collateral Agent shall reasonably agree or as may be reasonably required to permit completion of flood insurance diligence by the Collateral Agent and the Co-Collateral Agent), (i) execute and deliver a Mortgage in favor of the Collateral Agent, for the benefit of the Secured Parties, covering such real property, (ii) if requested by the Collateral Agent, deliver to the Collateral Agent (A) a lender’s title insurance policy, in form and substance reasonably acceptable to the Collateral Agent, insuring such Mortgage as a first lien on such Mortgaged Property (subject only to Liens permitted by Section 7.03), (B) an American Land Title Association/American Congress of Surveying and Mapping (ALTA/ACSM) form of survey by a duly registered and licensed land surveyor for which all necessary fees have been paid dated a date reasonably acceptable to the Collateral Agent, certified to the Collateral Agent and the title company in a manner reasonably satisfactory to the Collateral Agent, (C) to the extent required by Financial Institutions Reform, Recovery, and Enforcement Act of 1989, Pub.L. 101-73, ▇▇▇ ▇▇▇▇. ▇▇▇, enacted August 9, 1989, or any other applicable law, an appraisal, and (D) an opinion of local counsel reasonably satisfactory to the Collateral Agent. No later than 30 days (or such later date as the Collateral Agent or Co-Collateral Agent shall reasonably agree) prior to the date on which a Mortgage is executed and delivered pursuant to this Section 6.08(b), in order to comply with the Flood Laws, the Collateral Agent and the Co-Collateral Agent shall have received the following documents (collectively, the “Flood Documents”), in form and substance reasonably satisfactory thereto: 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 completed standard “life of loan” flood hazard determination form (a “Flood Determination Form”), 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 continuance of an Event of Default, (iii) on or before the Compliance Certificate Delivery Date (but within 15 days after such acquisition if an Event of Default exists), cause the improvement(sapplicable Loan Party to take whatever action (including the filing of UCC financing statements, the giving of notices, the endorsement of notices on title documents, the delivery of all certificates evidencing Pledged Stock (excluding Capital Stock which is Excluded Property) and Pledged Notes, 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 such property, enforceable against all third parties, (iv) within 60 days after the reasonable request of the Administrative Agent, deliver to the applicable improved real property is located in Administrative Agent a special flood hazard areasigned copy of a favorable opinion, a notification addressed to the Company Administrative Agent and the Lenders, of counsel for the Loan Parties reasonably acceptable to the Administrative Agent as to the matters contained in clauses (“Company Notice”ii) and (if applicableiii) notification above and as to such other matters as the Administrative Agent may reasonably request, and (v) as promptly as practicable after any acquisition of any material 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 Company that flood insurance coverage under the National Flood Insurance Program (“NFIP”) is not available because the community does not participate in the NFIPAdministrative Agent with respect to such real property title reports, (3) documentation evidencing the Company’s receipt of the Company Notice (e.g.surveys and engineering, countersigned Company Notice, return receipt of certified U.S. Mail, or overnight delivery)soils and other reports, and (4) if the Company Notice is required to be given environmental assessment reports, each in scope, form and flood insurance is available in the community in which the property is located, evidence of flood insurance substance reasonably satisfactory to the Collateral Agent and the Co-Collateral Agent (any of the foregoing being “Evidence of Flood Insurance”). Notwithstanding anything to the contrary contained hereinAdministrative Agent, if either the Collateral Agent or the Co-Collateral Agent are unable or fail to complete flood insurance diligence to its reasonable satisfaction so as to permit the Company or any Subsidiary Guarantor to deliver a Mortgage as required by this Section 6.08(b), then so long as the Company or such Subsidiary Guarantor otherwise has complied with this Section 6.08(b), the Company or such Subsidiary Guarantor shall have no obligation hereunder to deliver such Mortgage (and no Event of Default shall be deemed to arise from the Company’s or such Subsidiary Guarantor’s failure to deliver such Mortgage) unless and until both the Collateral Agent and the Co-Collateral Agent completes such flood insurance diligence to their reasonable satisfaction (after which the Company or such Subsidiary Guarantor shall have a period of 30 additional days following written notification thereof to execute and deliver such Mortgage). If at any time while this Agreement is in effect Bank of America, N.A. ceases to be a Lender, then there shall no longer be a Co-Collateral Agent hereunder, and all consent or approval rights of Co-Collateral Agent contained in this Agreement (including, without limitation, in Section 6.05 and this Section 6.08(b)) shall be deemed to be satisfied by the consent or approval of the Collateral Agent; provided, however, that at any time thereafter, the Required Lenders may elect to designate and appoint a successor Co-Collateral Agent, which successor Co-Collateral Agent shall be (i) a Lender, (ii) a bank with an office in New York, New York, or an Affiliate of any such bank, and (iii) reasonably satisfactory to the Company, in which event such successor Co-Collateral Agent extent that any Loan Party or any of its Subsidiaries shall become vested with all the rights, powers, privileges and duties have otherwise received any of the Co-Collateral Agent hereunder.foregoing items with respect to such real property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent, (c) With respect 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) Notwithstanding anything herein or in any new Subsidiary (other than an Excluded Subsidiary) created or acquired after Loan Document to the Closing Date (whichcontrary, for neither the purposes of this paragraph, shall include any existing Subsidiary that ceases to be an Excluded Subsidiary), by the Company or Borrower nor any of its Restricted Subsidiaries (other than by an Excluded Subsidiary), within 45 days following the date of such creation or acquisition (or such longer period as the Collateral Agent shall reasonably agree), (i) execute and deliver to the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Collateral Agent deems necessary or advisable shall be required to grant to the Collateral Agent, for the benefit of the Secured Parties, or perfect a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by the Company or any Subsidiary Guarantor (to the extent such Capital Stock is of a type that would constitute Collateral as described in the Guarantee and Collateral Agreement), (ii) deliver to the Collateral Agent the certificates representing such Capital Stock (to the extent such Capital Stock is of a type that would constitute Collateral as described in the Guarantee and Collateral Agreement), together with undated stock powers, in blank, executed and delivered by a duly authorized officer favor of the Company or such Subsidiary Guarantor, as the case may be and (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 Collateral Administrative Agent for the benefit of the Secured Parties in Excluded Property, and (ii) at any time prior to the occurrence and the continuance of an Event of Default shall be required to grant or perfect a perfected first priority security interest (subject, except in the case favor of the pledge Administrative Agent for the benefit of the Secured Parties in (A) fee interests in any Capital Stock real property with a fair market value not in excess of $2,500,000, and (B) any Subsidiaryleasehold interests in real property with a fair market value not in excess of $5,000,000 individually. (e) If, to Liens permitted by Section 7.03at any time, the Borrower’s Advisor Services Group (“ASG”) in business segment accounts for more than 20% of EBITDA of the Collateral Borrower and its Subsidiaries, on a consolidated basis, for the period of four consecutive fiscal quarters then most recently ended (as reported and described in the Guarantee Borrower’s form 10-Q and Collateral Agreement 10-K filings with respect the SEC, including as to calculation of EBITDA), then the Borrower shall so notify the Administrative Agent as part of the Compliance Certificate delivered pursuant to Section 6.2(b) hereof, and shall, within 15 days of the date such new Compliance Certificate was required to have been delivered, cause NFP Securities, Inc. and any other then-existing Broker-Dealer Subsidiary to the extent required by the Guarantee execute and Collateral Agreement, including, without limitation, the filing of Uniform Commercial Code financing statements and intellectual property security agreements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law and if reasonably requested by the Collateral Agent, with respect to any Subsidiary other than an Immaterial Subsidiary, deliver to the Collateral Administrative Agent (i) a Limited Guarantee Agreement, and (ii) such other customary legal certificates, documents, consents, evidence of corporate authority, and opinions relating in connection with such Limited Guarantee Agreement as the Administrative Agent may reasonably request, all in form, content and scope reasonably satisfactory to the matters described aboveAdministrative Agent. (d) The Co-Collateral Agent shall not have any duties or obligations except those expressly set forth in Section 6.05 and Section 6.08. Without limiting the generality of the foregoing, the Co-Collateral Agent is not subject to any fiduciary or other implied duties, nor has any duty or obligation to any Lender or participant or any other Person as a result of the Co-Collateral Agent’s rights under Section 6.05 and Section 6.08.

Additional Collateral, etc. (a) With Except with respect to any Property acquired after Excluded Assets, at the Closing Date by the Company or any Subsidiary Guarantor (other than (w) any interest in real property or any Property described in paragraph (b) of this Section 6.08, (x) any Property subject to a Lien permitted by Section 7.03(g) or (y) Property acquired by an Excluded Subsidiary) as to which the Collateral Agent, for the benefit of the Secured Parties, does not have a perfected Lien, promptly Borrowers’ expense: (i) execute and deliver to the Collateral Agent such amendments to the Guarantee and Collateral Agreement and such other documents (including intellectual property security agreements) as the Collateral Agent reasonably deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a security interest in such Property (to the extent such Property is of a type that would constitute Collateral as described in the Guarantee and Collateral Agreement) and (ii) take all actions reasonably necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest (subject, except in the case of the pledge of Capital Stock of any Loan Party that is a Domestic Subsidiary, to Liens permitted by Section 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/or intellectual property security agreements as may be required by the Guarantee and Collateral Agreement 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 $5,000,000 acquired after the Closing Date by the Company or any Subsidiary Guarantor (or owned by any Person that becomes a Subsidiary Guarantor), the Company shall notify the Collateral Agent and the Co-Collateral Agent promptly after the Borrower obtains knowledge thereof, to permit the Collateral Agent and the Co-Collateral Agent to comply with the Flood Insurance Laws, and within 90 days following the date of such acquisition of such real property or the date on which such Person becomes a Subsidiary Guarantor (or such longer period as the Collateral Agent and the Co-Collateral Agent shall reasonably agree or as may be reasonably required to permit completion of flood insurance diligence by the Collateral Agent and the Co-Collateral Agent), (i) execute and deliver a Mortgage in favor of the Collateral Agent, for the benefit of the Secured Parties, covering such real property, (ii) if requested by the Collateral Agent, deliver to the Collateral Agent (A) a lender’s title insurance policy, in form and substance reasonably acceptable to the Collateral Agent, insuring such Mortgage as a first lien on such Mortgaged Property (subject only to Liens permitted by Section 7.03), (B) an American Land Title Association/American Congress of Surveying and Mapping (ALTA/ACSM) form of survey by a duly registered and licensed land surveyor for which all necessary fees have been paid dated a date reasonably acceptable to the Collateral Agent, certified to the Collateral Agent and the title company in a manner reasonably satisfactory to the Collateral Agent, (C) to the extent required by Financial Institutions Reform, Recovery, and Enforcement Act of 1989, Pub.L. 101-73, ▇▇▇ ▇▇▇▇. ▇▇▇, enacted August 9, 1989, or any other applicable law, an appraisal, and (D) an opinion of local counsel reasonably satisfactory to the Collateral Agent. No later than within 30 days (or such later date as may be agreed by the Collateral Agent in its sole discretion) of the delivery of any Compliance Certificate to the Administrative Agents pursuant to Section 5.2(a), with respect to any property or Co-assets acquired during the immediately preceding fiscal quarter that are not subject to a perfected first priority Lien (subject to Permitted Liens) in favor of the Collateral Agent shall reasonably agree) prior for the benefit of the Secured Parties (as well as any real property not subject to a Mortgage as of the Closing Date which becomes Material Real Property after the Closing Date), furnish to the Collateral Agent a description of such property or assets so held or acquired in detail satisfactory to the Collateral Agent, (B) [reserved], (C) within 30 days (or such later date on which a Mortgage is executed and delivered as may be agreed by the Collateral Agents in its sole discretion) of the delivery of any Compliance Certificate to the Administrative Agents pursuant to this Section 6.08(b5.2(a), after such acquisition, cause the applicable Loan Party to duly execute and deliver to the Collateral Agent any supplements to the Security Agreement, supplements to any US IP Security Agreement and other security and pledge agreements as specified by and in order form and substance satisfactory to comply the Collateral Agent, securing payment of all the Obligations of the applicable Loan Party under the Loan Documents and constituting Liens on all such properties, (D) within 30 days (or such later date as may be agreed by the Collateral Agent in its sole discretion) of the delivery of any Compliance Certificate to the Administrative Agents pursuant to Section 5.2(a), cause the applicable Loan Party to take whatever action (including the filing of Uniform Commercial Code financing statements) may be necessary or advisable in the opinion of the Collateral Agent to vest in the Collateral Agent (or in any representative of the Collateral Agent designated by it) valid and subsisting Liens on such property or assets, enforceable against all third parties, but in any case, subject to any Permitted Liens and in accordance with the Flood LawsCollateral Documents, (E) within 60 days (or such later date as may be agreed by the Collateral Agent in its sole discretion) of the delivery of any Compliance Certificate to the Administrative Agents pursuant to Section 5.2(a), deliver to the Collateral Agent, upon the request of the Collateral Agent, in its sole discretion, a signed copy of a favorable opinion, addressed to the Collateral Agent and the Co-other Secured Parties, of counsel for the Loan Parties acceptable to the Collateral Agent shall as to the matters contained in clauses (C) and (D) above and as to such other matters as the Collateral Agent may reasonably request, and (F) in the case of any such Material Real Property, within 60 days (or such later date as may be agreed by the Collateral Agent in its sole discretion) after (i) the date of the acquisition of Material Real Property or (ii) the date of the delivery of any Compliance Certificate to the Administrative Agents pursuant to Section 5.2(a) if such real property became during the immediately preceding fiscal quarter (or was determined to be) a Material Real Property, deliver to the Collateral Agent a Mortgage with respect to such Material Real Property, duly executed by such Loan Party, together with, for each such Mortgage: (1) evidence that counterparts of such Mortgage have received been duly executed, acknowledged and delivered and are in form suitable for filing or recording in all filing or recording offices that the following documents Collateral Agent may reasonably deem necessary or desirable in order to create a valid first and subsisting Lien (subject only to Permitted Liens) on the property described therein in favor of the Collateral Agent for the benefit of the Secured Parties and that all filing, documentary, stamp, intangible and recording taxes and other fees in connection therewith have been paid, (2) (i) a fully paid American Land Title Association Lender’s Extended Coverage title insurance policy or unconditional commitment therefor, with endorsements or affirmative insurance requested by the Collateral Agent (which may include, without limitation, endorsements on matters relating to usury, first loss, last dollar (to the extent not otherwise provided), zoning, doing business, variable rate, address, separate tax lot, subdivision, tie in or cluster, contiguity, access and so-called comprehensive coverage over covenants and restrictions, to the extent such endorsements are available in the applicable jurisdiction(s) at commercially reasonable rates) and in amounts reasonably acceptable to the Collateral Agent, issued by title insurers acceptable to the Collateral Agent (collectively, the “Flood DocumentsTitle Company”), insuring such Mortgage to be a valid first and subsisting Lien (subject only to Permitted Liens) on the property described therein, free and clear of all defects (including, but not limited to, mechanics’ and materialmen’s Liens) and encumbrances, excepting only Permitted Liens, and providing for such other affirmative insurance and such coinsurance and direct access reinsurance as the Collateral Agent may deem reasonably necessary or desirable (each such policy or unconditional commitment, a “Mortgage Policy”); and the applicable Loan Party shall deliver to the Title Company such affidavits and indemnities as shall be reasonably required to induce the Title Company to issue the Title Policy contemplated in form this clause (B) and substance (ii) evidence reasonably satisfactory thereto: to the Collateral Agent that all expenses and premiums of the Title Company and all other sums required in connection with the issuance of the Title Policy and all recording and stamp taxes (1including mortgage recording and intangible taxes) payable in connection with recording such Mortgage in the appropriate real estate records have been paid to the Title Company or to the appropriate Governmental Authorities, (3) to the extent within the possession of Parent or any of its Restricted Subsidiaries, the most current American Land Title Association survey for the Mortgaged Property, (4) evidence of the insurance required by Section 5.5 (5) (i) a completed “Life of Loan” standard “life of loan” flood hazard determination form form; (a “Flood Determination Form”), (2ii) if the improvement(s) to the applicable improved real property located on a Mortgaged Property is located in a special flood hazard areaSpecial Flood Hazard Area, a notification to the Title Company (“Company Borrower Notice”) and (if applicable) notification to the Title Company that flood insurance coverage under the National Flood Insurance Program (“NFIP”) is not available because the community in which the property is located does not participate in the NFIP, (3) documentation evidencing the Company’s receipt of the Company Notice (e.g., countersigned Company Notice, return receipt of certified U.S. Mail, or overnight delivery), ; and (4iii) if the Company Borrower Notice is required to be given and flood insurance is available in the community in which the property improved Mortgaged Property is located, a copy of one of the following: the flood insurance policy, the Title Company’s application for a flood insurance policy plus proof of premium payment, a declaration page confirming that flood insurance has been issued, or such other evidence of flood insurance reasonably satisfactory to the Collateral Agent and the Co-Collateral Agent required by Section 5.5 (any of the foregoing being “Evidence of Flood Insurance”). Notwithstanding anything ; provided that no Mortgage shall encumber any improved Mortgaged Property that is located in a Special Flood Hazard Area unless Evidence of Flood Insurance has been obtained and provided to the contrary contained herein, if either Collateral Agent; (6) an opinion of counsel (which counsel shall be reasonably satisfactory to the Collateral Agent) in each state in which a Mortgaged Property is located with respect to the enforceability of the form(s) of Mortgage to be recorded in such state and such other matters as the Collateral Agent or the Co-Collateral Agent are unable or fail may reasonably request, in each case, addressed to complete flood insurance diligence to its reasonable satisfaction so as to permit the Company or any Subsidiary Guarantor to deliver a Mortgage as required by this Section 6.08(b), then so long as the Company or such Subsidiary Guarantor otherwise has complied with this Section 6.08(b), the Company or such Subsidiary Guarantor shall have no obligation hereunder to deliver such Mortgage (and no Event of Default shall be deemed to arise from the Company’s or such Subsidiary Guarantor’s failure to deliver such Mortgage) unless and until both the Collateral Agent and the Co-Collateral Agent completes such flood insurance diligence other Secured Parties and in form and substance reasonably satisfactory to their reasonable satisfaction (after which the Company or such Subsidiary Guarantor shall have a period of 30 additional days following written notification thereof to execute and deliver such Mortgage). If at any time while this Agreement is in effect Bank of America, N.A. ceases to be a Lender, then there shall no longer be a Co-Collateral Agent hereunder, and all consent or approval rights of Co-Collateral Agent contained in this Agreement (including, without limitation, in Section 6.05 and this Section 6.08(b)) shall be deemed to be satisfied by the consent or approval of the Collateral Agent; provided, however, and (7) evidence that at any time thereafter, all other action that the Required Lenders may elect to designate and appoint a successor Co-Collateral Agent, which successor Co-Collateral Agent shall may deem necessary or desirable in order to create valid first and subsisting Liens (subject only to Permitted Encumbrances) on the property described in the Mortgage has been taken; (ii) in the case of any Loan Party that is a Foreign Subsidiary, (A) within 60 days (or such later date as may be agreed by the Collateral Agent in its sole discretion) after the date any Compliance Certificate is delivered to the Administrative Agents pursuant to Section 5.2(a), with respect to any Capital Stock in any Restricted Subsidiaries organized or incorporated in any jurisdiction in the immediately preceding fiscal quarter in which any Loan Party is organized or incorporated or any Intellectual Property (other than Intellectual Property that is (i) a Lender, of de minimis value or (ii) licensed from any IP Holding Company) that is not subject to a bank with an office perfected first priority Lien (subject to Permitted Liens) in New York, New York, or an Affiliate favor of any such bank, and (iii) reasonably satisfactory to the Company, in which event such successor Co-Collateral Agent shall become vested with all the rights, powers, privileges and duties of the Co-Collateral Agent hereunder. (c) With respect to any new Subsidiary (other than 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 Excluded Subsidiary), by the Company or any of its Restricted Subsidiaries (other than by an Excluded Subsidiary), within 45 days following the date of such creation or acquisition (or such longer period as the Collateral Agent shall reasonably agree), (i) execute and deliver to the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by the Company or any Subsidiary Guarantor (furnish to the extent Collateral Agent a description of such Capital Stock or Intellectual Property so acquired in detail satisfactory to the Collateral Agent, (B) within 60 days (or such later date as may be agreed by the Collateral Agent in its sole discretion) after the date any Compliance Certificate is of a type that would constitute Collateral as described in delivered to the Guarantee and Collateral AgreementAdministrative Agents pursuant to Section 5.2(a), (ii) cause the applicable Loan Party to duly execute and deliver to the Collateral Agent any pledge and/or security agreements in respect of such Capital Stock, any security and pledge agreements governed by the certificates representing laws of any jurisdiction in which any Loan Party is organized or incorporated (as applicable) with respect to such Intellectual Property, and any other Collateral Documents with respect to such assets, in each case, as specified by and in form and substance reasonably satisfactory to the Collateral Agent (including delivery of, or completion of such other actions which are required to be taken by the applicable Collateral Documents to perfect the Liens in, all such pledged Capital Stock), securing payment of all the Obligations of such Loan Party under the Loan Documents and constituting Liens on all such Capital Stock and Intellectual Property, (C) within 60 days (or such later date as may be agreed by the Collateral Agent in its sole discretion) after the date any Compliance Certificate is delivered to the extent such Capital Stock is of a type that would constitute Collateral as described in the Guarantee and Collateral AgreementAdministrative Agents pursuant to Section 5.2(a), together with undated stock powers, in blank, executed and delivered by a duly authorized officer of cause the Company or such Subsidiary Guarantor, as the case applicable Loan Party to take whatever action may be and (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 in the opinion of the Collateral Agent to grant vest in the Collateral Agent (or in any representative of the Collateral Agent designated by it) for the benefit of the Secured Parties valid and subsisting Liens on such assets, enforceable against all third parties, and (D) within 60 days (or such later date as may be agreed by the Collateral Agent in its sole discretion) after the date any Compliance Certificate is delivered to the Administrative Agents pursuant to Section 5.2(a), deliver to the Collateral Agent, upon the request of the Collateral Agent in its sole discretion, a signed copy of a favorable opinion, addressed to the Collateral Agent and the other Secured Parties, of counsel for the Loan Parties acceptable to the Collateral Agent as to the matters contained in clauses (A), (C) and (D) above, and as to such other matters as the Collateral Agent may reasonably request. The Borrowers shall otherwise take or cause to be taken such actions and execute and/or deliver or cause to be executed and/or delivered to the Collateral Agent such documents as the Collateral Agent shall require to confirm the validity of the Lien granted in favor of the Collateral Agent for the benefit of the Secured Parties against such after-acquired properties or assets, and such assets held on the Closing Date not made subject to a perfected first priority security interest (subject, except in the case Lien created by any of the pledge Collateral Documents. For the avoidance of any Capital Stock of any Subsidiarydoubt, to Liens permitted by Section 7.03) in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary to the extent required by the Guarantee and Collateral Agreement, including, without limitation, Section 5.9 shall apply to any division of a Loan Party and to any division of a Group Member required to become a Loan Party pursuant to the terms of the Loan Documents and to any allocation of assets to a series of a limited liability company. (b) With respect to (A) any Restricted Subsidiary (other than any Excluded Subsidiary) which is required to become a Loan Party to comply with the provisions of Section 5.14, or (B) any Restricted Subsidiary that becomes an IP Holding Company after the Closing Date, in each case, at the Borrowers’ expense: (i) if such Restricted Subsidiary is a Domestic Subsidiary, (A) within 30 days after the date the applicable Compliance Certificate is delivered to the Administrative Agents pursuant to Section 5.2(a) (or such later date as may be agreed by the Collateral Agent in its sole discretion), cause such Domestic Subsidiary to duly execute and deliver to the Collateral Agent a guaranty or guaranty supplement, in form and substance reasonably satisfactory to the Collateral Agent, guaranteeing the Obligations of the Loan Parties, (B) within 30 days after the date the applicable Compliance Certificate is delivered to the Administrative Agents pursuant to Section 5.2(a) (or such later date as may be agreed by the Collateral Agent in its sole discretion), furnish to the Collateral Agent a description of the properties and assets of such Domestic Subsidiary, in detail reasonably satisfactory to the Collateral Agent, (C) within 30 days after the date the applicable Compliance Certificate is delivered to the Administrative Agents pursuant to Section 5.2(a) (or such later date as may be agreed by the Collateral Agent in its sole discretion), cause to be duly executed and delivered to the Collateral Agent any pledge agreements, supplements to the Security Agreement, supplements to any US IP Security Agreement, other Collateral Documents, as specified by and in form and substance reasonably satisfactory to the Collateral Agent (including delivery of all Pledged Equity Interests in and of such Subsidiary), securing the Obligations of such Domestic Subsidiary under the Loan Documents and constituting Liens on all such properties and assets, (D) within 30 days after the date the applicable Compliance Certificate is delivered to the Administrative Agents pursuant to Section 5.2(a) (or such later date as may be agreed by the Collateral Agent in its sole discretion), cause to be taken whatever action (including the filing of Uniform Commercial Code financing statements statements) may be necessary or advisable in the reasonable opinion of the Collateral Agent to vest in the Collateral Agent (or in any representative of the Collateral Agent designated by it) for the benefit of the Secured Parties valid and intellectual property security agreements subsisting Liens on the properties purported to be subject to such pledge agreements, supplements to the Security Agreement, supplements to any US IP Security Agreement and other Collateral Documents delivered pursuant to this Section 5.9, enforceable against all third parties in accordance with their terms, (E) within 60 days after the date the applicable Compliance Certificate is delivered to the Administrative Agents pursuant to Section 5.2(a) (or such jurisdictions later date as may be required by the Guarantee and Collateral Agreement or by law and if reasonably requested agreed by the Collateral Agent, with respect to any Subsidiary other than an Immaterial SubsidiaryAgent in its sole discretion), deliver to the Collateral Agent, upon the request of the Collateral Agent customary legal opinions relating in its sole discretion, a signed copy of a favorable opinion, addressed to the Collateral Agent and the other Secured Parties, of counsel for the Loan Parties acceptable to the Collateral Agent as to the matters described contained in clauses (A), (C) and (D) above., and as to such other matters as the Collateral Agent may reasonably request, (dF) The Co-within 60 days after the date the applicable Compliance Certificate is delivered to the Administrative Agents pursuant to Section 5.2(a) (or such later date as may be agreed by the Collateral Agent shall not have any duties in its sole discretion), with respect to each parcel of Material Real Property owned or obligations except held by such Domestic Subsidiary, deliver such documents, deliverables or instruments and take such actions similar to those expressly set forth described in Section 6.05 5.9(a)(i)(F), each in scope, form and Section 6.08. Without limiting substance satisfactory to the generality of the foregoing, the Co-Collateral Agent is not subject to any fiduciary or other implied duties, nor has any duty or obligation to any Lender or participant or any other Person as a result of the Co-Collateral Agent’s rights under Section 6.05 and Section 6.08.; and (ii) if such Restricted Subsidiary is a Foreign Subsidiary, (A) within 60 days after the date the applicable Compliance Certificate is delivered to the Administrative Agents pu

Additional Collateral, etc. (a) With respect to any Property Collateral acquired after the Closing Effective Date or, in the case of inventory or equipment, any material Collateral moved after the Effective Date by the Company or any Subsidiary Guarantor Tensar Party (other than (w) any interest in real property or any Property Collateral described in paragraph clauses (b), (c) or (d) of this Section 6.08, (x) any Property subject to a Lien permitted by Section 7.03(g) or (y) Property acquired by an Excluded SubsidiarySection) as to which the Collateral Agent, for the benefit of the Secured Parties, TCO does not have a first priority perfected Liensecurity interest, promptly (and, in any event, within 10 days following the date of such acquisition) (i) execute and deliver to TCO and the Collateral Administrative Agent such amendments to the Guarantee and Collateral Agreement and or such other documents (including intellectual property security agreements) Security Documents as TCO or the Collateral Administrative Agent reasonably deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, TCO a security interest in such Property (to the extent such Property is of a type that would constitute Collateral as described in the Guarantee and Collateral Agreement) and (ii) take all actions reasonably necessary or advisable to grant to the Collateral Agentto, for the benefit of the Secured Partiesor continue on behalf of, TCO, a perfected first priority security interest (subject, except in the case of the pledge of Capital Stock of any Subsidiary, to Liens permitted by Section 7.03) in such Property (to the extent required by the Guarantee and Collateral Agreement)Collateral, including without limitation, entering into landlord waivers and the filing of Uniform Commercial Code UCC financing statements 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 TCO or the Collateral Administrative Agent. (b) With respect to any fee simple interest in any real property having a value (together Collateral consisting of Real Property or any lease interest in Collateral consisting of Real Property with improvements thereof) an annual rent in excess of at least $5,000,000 1,000,000 acquired or leased after the Closing Effective Date by the Company or any Subsidiary Guarantor Tensar Party, promptly (or owned by and, in any Person that becomes a Subsidiary Guarantor)event, the Company shall notify the Collateral Agent and the Co-Collateral Agent promptly after the Borrower obtains knowledge thereof, to permit the Collateral Agent and the Co-Collateral Agent to comply with the Flood Insurance Laws, and within 90 20 days following the date of such acquisition of such real property or the date on which such Person becomes a Subsidiary Guarantor (or such longer period as the Collateral Agent and the Co-Collateral Agent shall reasonably agree or as may be reasonably required to permit completion of flood insurance diligence by the Collateral Agent and the Co-Collateral Agent), acquisition) (i) execute and deliver a first priority Mortgage in favor of the Collateral Agent, for the benefit of the Secured Parties, favor.of TCO covering such real propertyproperty and complying with the provisions herein and in the Security Documents, (ii) provide the Secured Parties with title and extended coverage insurance in an amount at least equal to the purchase price of such Real Property (or such other amount as TCO or the Administrative Agent shall reasonably specify), Surveys, and if requested by applicable, flood insurance, lease estoppel certificates, memoranda or amendments, all in accordance with the Collateral Agentstandards for deliveries contemplated on the Effective Date, as described in Annex 9 to this Schedule 3, (iii) deliver to TCO and the Collateral Administrative Agent (A) a lender’s title insurance policylegal opinions relating to the matters described above, which opinions shall be in form and substance reasonably acceptable to the Collateral Agentsubstance, insuring such Mortgage as a first lien on such Mortgaged Property (subject only to Liens permitted by Section 7.03)and from counsel, (B) an American Land Title Association/American Congress of Surveying and Mapping (ALTA/ACSM) form of survey by a duly registered and licensed land surveyor for which all necessary fees have been paid dated a date reasonably acceptable to the Collateral Agent, certified to the Collateral Agent and the title company in a manner reasonably satisfactory to TCO and the Collateral Agent, Administrative Agent and (Civ) deliver to TCO and the extent required by Financial Institutions Reform, RecoveryAdministrative Agent a notice identifying, and Enforcement Act of 1989upon TCO’s or the Administrative Agent request, Pub.L. 101-73, ▇▇▇ ▇▇▇▇. ▇▇▇, enacted August 9, 1989, or any other applicable law, an appraisal, and (D) an opinion of local counsel reasonably satisfactory to the Collateral Agent. No later than 30 days (or such later date as the Collateral Agent or Co-Collateral Agent shall reasonably agree) prior to the date on which provide a Mortgage is executed and delivered pursuant to this Section 6.08(b), in order to comply with the Flood Lawscopy of, the consultant’s reports, environmental site assessments or other documents relied upon by any Tensar Party to determine that any Real Property included in such Collateral Agent and the Co-Collateral Agent shall have received the following documents (collectively, the “Flood Documents”), in does not contain Hazardous Materials of a form and substance reasonably satisfactory thereto: (1) a completed standard “life of loan” flood hazard determination form (a “Flood Determination Form”), (2) if the improvement(s) to the applicable improved real property is located or type or in a special flood hazard area, quantity or location that could reasonably be expected to result in a notification to the Company (“Company Notice”) and (if applicable) notification to the Company that flood insurance coverage under the National Flood Insurance Program (“NFIP”) is not available because the community does not participate in the NFIP, (3) documentation evidencing the Company’s receipt of the Company Notice (e.g., countersigned Company Notice, return receipt of certified U.S. Mail, material Environmental Liability or overnight delivery), and (4) if the Company Notice is required to be given and flood insurance is available in the community in which the property is located, evidence of flood insurance reasonably satisfactory to the Collateral Agent and the Co-Collateral Agent (otherwise cause any of the foregoing being “Evidence representatives or warranties contained in Section 1.17 of Flood Insurance”). Notwithstanding anything to the contrary contained herein, if either the Collateral Agent or the Co-Collateral Agent are unable or fail to complete flood insurance diligence to its reasonable satisfaction so as to permit the Company or any Subsidiary Guarantor to deliver a Mortgage as required by this Section 6.08(b), then so long as the Company or such Subsidiary Guarantor otherwise has complied with this Section 6.08(b), the Company or such Subsidiary Guarantor shall have no obligation hereunder to deliver such Mortgage (and no Event of Default shall be deemed to arise from the Company’s or such Subsidiary Guarantor’s failure to deliver such Mortgage) unless and until both the Collateral Agent and the Co-Collateral Agent completes such flood insurance diligence to their reasonable satisfaction (after which the Company or such Subsidiary Guarantor shall have a period of 30 additional days following written notification thereof to execute and deliver such Mortgage). If at any time while this Agreement is in effect Bank of America, N.A. ceases Schedule 2 to be a Lender, then there shall no longer be a Co-Collateral Agent hereunder, and all consent or approval rights of Co-Collateral Agent contained in this Agreement (including, without limitation, in Section 6.05 and this Section 6.08(b)) shall be deemed to be satisfied by the consent or approval of the Collateral Agent; provided, however, that at any time thereafter, the Required Lenders may elect to designate and appoint a successor Co-Collateral Agent, which successor Co-Collateral Agent shall be (i) a Lender, (ii) a bank with an office in New York, New York, or an Affiliate of any such bank, and (iii) reasonably satisfactory to the Company, in which event such successor Co-Collateral Agent shall become vested with all the rights, powers, privileges and duties of the Co-Collateral Agent hereunderuntrue. (c) With respect to any new Subsidiary (other than an Excluded Foreign Subsidiary) created or acquired after the Closing Effective Date (which, for the purposes of this paragraphclause (c), shall include any existing Subsidiary that ceases to be an Excluded Subsidiary)Foreign Subsidiary at any time Schedule 3, Affirmative Covenants after the Effective Date) by the Company Tensar Holdings, Tensar or any of its Restricted Subsidiaries the Subsidiaries, promptly (other than by an Excluded Subsidiary)and, in any event, within 45 10 days following such creation or the date of such creation or acquisition (or such longer period as the Collateral Agent shall reasonably agree), acquisition) (i) execute and deliver to the Collateral Agent TCO such amendments to the Guarantee and Collateral Agreement as TCO or the Collateral Administrative Agent deems deem necessary or advisable to grant to the Collateral AgentTCO a valid, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of Equity Interests in such new Subsidiary that is are owned by the Company or any Subsidiary Guarantor (to the extent such Capital Stock is of a type that would constitute Collateral as described in the Guarantee and Collateral Agreement)Tensar Party, (ii) deliver to TCO the Collateral Agent the certificates certificates, if any, representing such Capital Stock (to the extent such Capital Stock is of a type that would constitute Collateral as described in the Guarantee and Collateral Agreement)Equity Interests, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Company or such Subsidiary GuarantorTensar Party, as the case may be and be, (iii) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement (and provide Guarantees of the Obligations) and an Intellectual Property Security Agreement and (B) to take such actions necessary or, in the reasonable opinion of TCO or the Administrative Agent, advisable to grant to the Collateral Agent for the benefit of the Secured Parties TCO a perfected first priority security interest (subject, except in the case of the pledge of any Capital Stock of any Subsidiary, to Liens permitted by Section 7.03) in the Collateral described in the Guarantee and Collateral Agreement and such Intellectual Property Security Agreement with respect to such new Subsidiary to Subsidiary, including the extent required by recording of instruments in the Guarantee United States Patent and Collateral Agreement, including, without limitation, Trademark Office and the United States Copyright Office and the filing of Uniform Commercial Code UCC financing statements and intellectual property security agreements in such jurisdictions as may be required by the Guarantee and Collateral Agreement, such Intellectual Property Security Agreement or by law and if or as may be reasonably requested by the Collateral AgentTCO, with respect to any Subsidiary other than an Immaterial Subsidiary, (iv) deliver to TCO and the Collateral Administrative Agent customary legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to TCO and the Administrative Agent, and (v) deliver to TCO and the Administrative Agent a notice identifying, and upon TCO’s or the Administrative Agent’s request, provide a copy of, the consultant’s reports, environmental site assessments or other documents relied upon by any Tensar Party to determine that any such real property owned by such Tensar Party 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 or that acquisition of such Subsidiary will not cause any of the representations and. warranties contained in Section 1.17 of Schedule 2 to be untrue. (d) The CoWith respect to any Excluded Foreign Subsidiary created or acquired after the ‘ Effective Date by Tensar Holdings or any of its Domestic Subsidiaries, promptly (and, in any event, within 10 days following such creation or the date of such acquisition) (i) execute and deliver to TCO and the Administrative Agent such amendments to the Guarantee and Collateral Agreement as TCO or the Administrative Agent deems necessary or advisable in order to grant to TCO a perfected first priority security interest in the Equity Interests in such new Excluded Foreign Subsidiary that is owned by any Tensar Party (provided that in no event shall 66-Collateral Agent shall not have any duties 2/3% or obligations except those expressly set forth in Section 6.05 and Section 6.08. Without limiting the generality more of the foregoingtotal outstanding voting Equity Interests in any such new Excluded Foreign Subsidiary be required to be so pledged), (ii) deliver to TCO the certificates representing such Equity Interests, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of such Tensar Party and take such other action as may be necessary or, in the reasonable opinion of TCO or the Administrative Agent, desirable to perfect the security interest of TCO thereon, (iii) deliver to TCO and 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 TCO and the Administrative Agent, and (iv) deliver to TCO and the Administrative Agent a notice identifying, and upon TCO’s or the Administrative Agent’s request, provide a copy of, the Co-Collateral Agent is not subject to any fiduciary consultant’s reports, environmental site assessments or other implied duties, nor has any duty or obligation to any Lender or participant documents relied upon by the Tensar or any other Person as Tensar Party to determine that any real property owned by such Subsidiary does not contain Hazardous Materials of a form or type or in Schedule 3, Affirmative Covenants a quantity or location that could reasonably be expected to result in a material Environmental Liability or that acquisition of such Subsidiary will not cause any of the Co-Collateral Agent’s rights under representations and warranties contained in Section 6.05 and Section 6.081.17 of Schedule 2 to be untrue.

Additional Collateral, etc. (a) With respect to any Property property --------------------------- acquired after the Closing Date by the Company Holdings or any Subsidiary Guarantor of its Subsidiaries (other than (w) any interest in real property or any Property described in paragraph (b), (c) of this Section 6.08or (d) below, (x) any Property property subject to a Lien expressly permitted by Section 7.03(gsubsection 7.3(g) or (y) Property property acquired by an any Excluded SubsidiaryForeign Subsidiary and (z) any property with respect to which the Administrative Agent determines, in its sole discretion, that the value of the perfection of a security interest in such property would not justify the cost of perfecting a security interest therein) as to which the Collateral Administrative Agent, for the benefit of the Secured PartiesLenders, does not have a perfected Lien, promptly (i) execute and deliver to the Collateral Administrative Agent such amendments to the Guarantee and Collateral Agreement and or such other documents (including intellectual property security agreements) as the Collateral Administrative Agent reasonably deems necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the Secured PartiesLenders, a security interest in such Property (to the extent such Property is of a type that would constitute Collateral as described in the Guarantee and Collateral Agreement) property and (ii) take all actions reasonably necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the Secured PartiesLenders, a perfected first priority security interest (subject, except in the case of the pledge of Capital Stock of any Subsidiary, to Liens permitted by Section 7.03) in such Property (to the extent required by the Guarantee and Collateral Agreement)property, including without limitation, the filing of Uniform Commercial Code financing statements 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 Administrative Agent. (b) With respect to any fee simple interest in any real property having a value (together with improvements thereof) of at least $5,000,000 1,000,000 acquired after the Closing Date by the Company Holdings or any Subsidiary Guarantor of its Subsidiaries (or owned by other than (x) any Person that becomes a Subsidiary Guarantor), the Company shall notify the Collateral Agent and the Co-Collateral Agent promptly after the Borrower obtains knowledge thereof, to permit the Collateral Agent and the Co-Collateral Agent to comply with the Flood Insurance Laws, and within 90 days following the date of such acquisition of such real property or the date on which such Person becomes subject to a Subsidiary Guarantor Lien expressly permitted by subsection 7.3(g) and (or such longer period as the Collateral Agent and the Co-Collateral Agent shall reasonably agree or as may be reasonably required to permit completion of flood insurance diligence z) real property acquired by the Collateral Agent and the Co-Collateral Agentany Excluded Foreign Subsidiary), promptly (i) execute and deliver a Mortgage first priority Mortgage, in favor of the Collateral Administrative Agent, for the benefit of the Secured PartiesLenders, covering such real property, (ii) if requested by the Collateral Administrative Agent, deliver provide the Lenders with (x) title and extended coverage insurance covering such real property in an amount at least equal to the Collateral Agent (A) a lender’s title insurance policy, in form and substance reasonably acceptable to the Collateral Agent, insuring purchase price of such Mortgage as a first lien on such Mortgaged Property (subject only to Liens permitted by Section 7.03), (B) an American Land Title Association/American Congress of Surveying and Mapping (ALTA/ACSM) form of survey by a duly registered and licensed land surveyor for which all necessary fees have been paid dated a date reasonably acceptable to the Collateral Agent, certified to the Collateral Agent and the title company in a manner reasonably satisfactory to the Collateral Agent, (C) to the extent required by Financial Institutions Reform, Recovery, and Enforcement Act of 1989, Pub.L. 101-73, ▇▇▇ ▇▇▇▇. ▇▇▇, enacted August 9, 1989, or any other applicable law, an appraisal, and (D) an opinion of local counsel reasonably satisfactory to the Collateral Agent. No later than 30 days real property (or such later date other amount as shall be reasonably specified by the Collateral Administrative Agent) as well as a current ALTA survey thereof, together with a surveyor's certificate and (y) any consents or estoppels reasonably deemed necessary or advisable by the Administrative Agent in connection with such mortgage or Co-Collateral Agent shall reasonably agree) prior to deed of trust, each of the date on which a Mortgage is executed and delivered pursuant to this Section 6.08(b), in order to comply with the Flood Laws, the Collateral Agent and the Co-Collateral Agent shall have received the following documents (collectively, the “Flood Documents”), foregoing in form and substance reasonably satisfactory thereto: to the Administrative Agent and (1) a completed standard “life of loan” flood hazard determination form (a “Flood Determination Form”), (2iii) if reasonably requested by the improvement(s) Administrative Agent, deliver to the applicable improved real property is located in a special flood hazard area, a notification Administrative Agent legal opinions relating to the Company (“Company Notice”) matters described above, which opinions shall be in form and (if applicable) notification to the Company that flood insurance coverage under the National Flood Insurance Program (“NFIP”) is not available because the community does not participate in the NFIP, (3) documentation evidencing the Company’s receipt of the Company Notice (e.g., countersigned Company Notice, return receipt of certified U.S. Mail, or overnight delivery)substance, and (4) if the Company Notice is required to be given and flood insurance is available in the community in which the property is locatedfrom counsel, evidence of flood insurance reasonably satisfactory to the Collateral Agent and the Co-Collateral Agent (any of the foregoing being “Evidence of Flood Insurance”). Notwithstanding anything to the contrary contained herein, if either the Collateral Agent or the Co-Collateral Agent are unable or fail to complete flood insurance diligence to its reasonable satisfaction so as to permit the Company or any Subsidiary Guarantor to deliver a Mortgage as required by this Section 6.08(b), then so long as the Company or such Subsidiary Guarantor otherwise has complied with this Section 6.08(b), the Company or such Subsidiary Guarantor shall have no obligation hereunder to deliver such Mortgage (and no Event of Default shall be deemed to arise from the Company’s or such Subsidiary Guarantor’s failure to deliver such Mortgage) unless and until both the Collateral Agent and the Co-Collateral Agent completes such flood insurance diligence to their reasonable satisfaction (after which the Company or such Subsidiary Guarantor shall have a period of 30 additional days following written notification thereof to execute and deliver such Mortgage). If at any time while this Agreement is in effect Bank of America, N.A. ceases to be a Lender, then there shall no longer be a Co-Collateral Agent hereunder, and all consent or approval rights of Co-Collateral Agent contained in this Agreement (including, without limitation, in Section 6.05 and this Section 6.08(b)) shall be deemed to be satisfied by the consent or approval of the Collateral Administrative Agent; provided, however, that at any time thereafter, the Required Lenders may elect to designate and appoint a successor Co-Collateral Agent, which successor Co-Collateral Agent shall be (i) a Lender, (ii) a bank with an office in New York, New York, or an Affiliate of any such bank, and (iii) reasonably satisfactory to the Company, in which event such successor Co-Collateral Agent shall become vested with all the rights, powers, privileges and duties of the Co-Collateral Agent hereunder. (c) With respect to any new Subsidiary (other than an Excluded Foreign Subsidiary) created or acquired after the Closing Date by Holdings (which, for the purposes of this paragraphparagraph (c), shall include any existing Subsidiary that ceases to be an Excluded Foreign Subsidiary), by the Company or any of its Restricted Subsidiaries (other than by an Excluded Subsidiary)Subsidiaries, within 45 days following the date of such creation or acquisition (or such longer period as the Collateral Agent shall reasonably agree), promptly (i) execute and deliver to the Collateral Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Collateral Administrative Agent deems necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the Secured PartiesLenders, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by the Company Holdings or any Subsidiary Guarantor (to the extent such Capital Stock is of a type that would constitute Collateral as described in the Guarantee and Collateral Agreement)its Subsidiaries, (ii) deliver to the Collateral Administrative Agent the certificates representing such Capital Stock (to the extent such Capital Stock is of a type that would constitute Collateral as described in the Guarantee and Collateral Agreementcertificated form), together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Company Holdings or such Subsidiary GuarantorSubsidiary, as the case may be and be, (iii) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement and Agreement, (B) to take such actions necessary or advisable to grant to the Collateral Administrative Agent for the benefit of the Secured Parties Lenders a perfected first priority security interest (subject, except in the case of the pledge of any Capital Stock of any Subsidiary, to Liens permitted by Section 7.03) in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary to the extent required by the Guarantee and Collateral AgreementSubsidiary, including, without limitation, including the filing of Uniform Commercial Code financing statements and intellectual property security agreements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent and (C) to deliver to the Administrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit G, with appropriate insertions and attachments, and (iv) if --------- reasonably requested by the Collateral Administrative Agent, with respect to any Subsidiary other than an Immaterial Subsidiary, deliver to the Collateral Administrative Agent customary legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. (d) The Co-With respect to any new Excluded Foreign Subsidiary created or acquired after the Closing Date by Holdings 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 shall not have any duties deems necessary or obligations except those expressly set forth in Section 6.05 and Section 6.08. Without limiting advisable to grant to the generality Administrative Agent, for the benefit of the foregoingLenders, a perfected first priority security interest in the Co-Collateral Agent Capital Stock of such new Subsidiary that is not subject to any fiduciary or other implied duties, nor has any duty or obligation to any Lender or participant owned by Holdings or any other Person as a result of its Subsidiaries (provided that in no event shall more than 65% of the Co-Collateral total outstanding Capital Stock of any such new Subsidiary be required to be so pledged), (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of Holdings or such Subsidiary, as the case may be, and take such other action as may be necessary or, in the opinion of the Administrative Agent’s rights under Section 6.05 , desirable to perfect the Administrative Agent's security interest therein, and Section 6.08(iii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.

Additional Collateral, etc. (a) With Except with respect to any Property acquired after Excluded Assets, at the Closing Date by the Company or any Subsidiary Guarantor (other than (w) any interest in real property or any Property described in paragraph (b) of this Section 6.08, (x) any Property subject to a Lien permitted by Section 7.03(g) or (y) Property acquired by an Excluded Subsidiary) as to which the Collateral Agent, for the benefit of the Secured Parties, does not have a perfected Lien, promptly Borrowers’ expense: (i) execute and deliver to the Collateral Agent such amendments to the Guarantee and Collateral Agreement and such other documents (including intellectual property security agreements) as the Collateral Agent reasonably deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a security interest in such Property (to the extent such Property is of a type that would constitute Collateral as described in the Guarantee and Collateral Agreement) and (ii) take all actions reasonably necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest (subject, except in the case of the pledge of Capital Stock of any Loan Party that is a Domestic Subsidiary, to Liens permitted by Section 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/or intellectual property security agreements as may be required by the Guarantee and Collateral Agreement 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 $5,000,000 acquired after the Closing Date by the Company or any Subsidiary Guarantor (or owned by any Person that becomes a Subsidiary Guarantor), the Company shall notify the Collateral Agent and the Co-Collateral Agent promptly after the Borrower obtains knowledge thereof, to permit the Collateral Agent and the Co-Collateral Agent to comply with the Flood Insurance Laws, and within 90 days following the date of such acquisition of such real property or the date on which such Person becomes a Subsidiary Guarantor (or such longer period as the Collateral Agent and the Co-Collateral Agent shall reasonably agree or as may be reasonably required to permit completion of flood insurance diligence by the Collateral Agent and the Co-Collateral Agent), (i) execute and deliver a Mortgage in favor of the Collateral Agent, for the benefit of the Secured Parties, covering such real property, (ii) if requested by the Collateral Agent, deliver to the Collateral Agent (A) a lender’s title insurance policy, in form and substance reasonably acceptable to the Collateral Agent, insuring such Mortgage as a first lien on such Mortgaged Property (subject only to Liens permitted by Section 7.03), (B) an American Land Title Association/American Congress of Surveying and Mapping (ALTA/ACSM) form of survey by a duly registered and licensed land surveyor for which all necessary fees have been paid dated a date reasonably acceptable to the Collateral Agent, certified to the Collateral Agent and the title company in a manner reasonably satisfactory to the Collateral Agent, (C) to the extent required by Financial Institutions Reform, Recovery, and Enforcement Act of 1989, Pub.L. 101-73, ▇▇▇ ▇▇▇▇. ▇▇▇, enacted August 9, 1989, or any other applicable law, an appraisal, and (D) an opinion of local counsel reasonably satisfactory to the Collateral Agent. No later than within 30 days (or such later date as may be agreed by the Collateral Agent in its sole discretion) of the delivery of any Compliance Certificate to the Administrative Agents pursuant to Section 5.2(a), with respect to any property or Co-assets acquired during the immediately preceding fiscal quarter that are not subject to a perfected first priority Lien (subject to Permitted Liens) in favor of the Collateral Agent shall reasonably agree) prior for the benefit of the Secured Parties (as well as any real property not subject to a Mortgage as of the Closing Date which becomes Material Real Property after the Closing Date), furnish to the Collateral Agent a description of such property or assets so held or acquired in detail satisfactory to the Collateral Agent, (B) [reserved], (C) within 30 days (or such later date on which a Mortgage is executed and delivered as may be agreed by the Collateral Agents in its sole discretion) of the delivery of any Compliance Certificate to the Administrative Agents pursuant to this Section 6.08(b5.2(a), after such acquisition, cause the applicable Loan Party to duly execute and deliver to the Collateral Agent any supplements to the Security Agreement, supplements to any US IP Security Agreement and other security and pledge agreements as specified by and in order form and substance satisfactory to comply the Collateral Agent, securing payment of all the Obligations of the applicable Loan Party under the Loan Documents and constituting Liens on all such properties, |US-DOCS\138541167.4141447058.7|| (D) within 30 days (or such later date as may be agreed by the Collateral Agent in its sole discretion) of the delivery of any Compliance Certificate to the Administrative Agents pursuant to Section 5.2(a), cause the applicable Loan Party to take whatever action (including the filing of Uniform Commercial Code financing statements) may be necessary or advisable in the opinion of the Collateral Agent to vest in the Collateral Agent (or in any representative of the Collateral Agent designated by it) valid and subsisting Liens on such property or assets, enforceable against all third parties, but in any case, subject to any Permitted Liens and in accordance with the Flood LawsCollateral Documents, (E) within 60 days (or such later date as may be agreed by the Collateral Agent in its sole discretion) of the delivery of any Compliance Certificate to the Administrative Agents pursuant to Section 5.2(a), deliver to the Collateral Agent, upon the request of the Collateral Agent, in its sole discretion, a signed copy of a favorable opinion, addressed to the Collateral Agent and the Co-other Secured Parties, of counsel for the Loan Parties acceptable to the Collateral Agent shall as to the matters contained in clauses (C) and (D) above and as to such other matters as the Collateral Agent may reasonably request, and (F) in the case of any such Material Real Property, within 60 days (or such later date as may be agreed by the Collateral Agent in its sole discretion) after (i) the date of the acquisition of Material Real Property or (ii) the date of the delivery of any Compliance Certificate to the Administrative Agents pursuant to Section 5.2(a) if such real property became during the immediately preceding fiscal quarter (or was determined to be) a Material Real Property, deliver to the Collateral Agent a Mortgage with respect to such Material Real Property, duly executed by such Loan Party, together with, for each such Mortgage: (1) evidence that counterparts of such Mortgage have received been duly executed, acknowledged and delivered and are in form suitable for filing or recording in all filing or recording offices that the following documents Collateral Agent may reasonably deem necessary or desirable in order to create a valid first and subsisting Lien (subject only to Permitted Liens) on the property described therein in favor of the Collateral Agent for the benefit of the Secured Parties and that all filing, documentary, stamp, intangible and recording taxes and other fees in connection therewith have been paid, (i) a fully paid American Land Title Association Lender’s Extended Coverage title insurance policy or unconditional commitment therefor, with endorsements or affirmative insurance requested by the Collateral Agent (which may include, without limitation, endorsements on matters relating to usury, first loss, last dollar (to the extent not otherwise provided), zoning, doing business, variable rate, address, separate tax lot, subdivision, tie in or cluster, contiguity, access and so‑called comprehensive coverage over covenants and restrictions, to the extent such endorsements are available in the applicable jurisdiction(s) at commercially |US-DOCS\138541167.4141447058.7|| reasonable rates) and in amounts reasonably acceptable to the Collateral Agent, issued by title insurers acceptable to the Collateral Agent (collectively, the “Flood DocumentsTitle Company”), insuring such Mortgage to be a valid first and subsisting Lien (subject only to Permitted Liens) on the property described therein, free and clear of all defects (including, but not limited to, mechanics’ and materialmen’s Liens) and encumbrances, excepting only Permitted Liens, and providing for such other affirmative insurance and such coinsurance and direct access reinsurance as the Collateral Agent may deem reasonably necessary or desirable (each such policy or unconditional commitment, a “Mortgage Policy”); and the applicable Loan Party shall deliver to the Title Company such affidavits and indemnities as shall be reasonably required to induce the Title Company to issue the Title Policy contemplated in form this clause (B) and substance (ii) evidence reasonably satisfactory thereto: to the Collateral Agent that all expenses and premiums of the Title Company and all other sums required in connection with the issuance of the Title Policy and all recording and stamp taxes (1including mortgage recording and intangible taxes) payable in connection with recording such Mortgage in the appropriate real estate records have been paid to the Title Company or to the appropriate Governmental Authorities, (3) to the extent within the possession of Parent or any of its Restricted Subsidiaries, the most current American Land Title Association survey for the Mortgaged Property, (4) evidence of the insurance required by Section 5.5 (i) a completed “Life of Loan” standard “life of loan” flood hazard determination form form; (a “Flood Determination Form”), (2ii) if the improvement(s) to the applicable improved real property located on a Mortgaged Property is located in a special flood hazard areaSpecial Flood Hazard Area, a notification to the Title Company (“Company Borrower Notice”) and (if applicable) notification to the Title Company that flood insurance coverage under the National Flood Insurance Program (“NFIP”) is not available because the community in which the property is located does not participate in the NFIP, (3) documentation evidencing the Company’s receipt of the Company Notice (e.g., countersigned Company Notice, return receipt of certified U.S. Mail, or overnight delivery), ; and (4iii) if the Company Borrower Notice is required to be given and flood insurance is available in the community in which the property improved Mortgaged Property is located, a copy of one of the following: the flood insurance policy, the Title Company’s application for a flood insurance policy plus proof of premium payment, a declaration page confirming that flood insurance has been issued, or such other evidence of flood insurance reasonably satisfactory to the Collateral Agent and the Co-Collateral Agent required by Section 5.5 (any of the foregoing being “Evidence of Flood Insurance”). Notwithstanding anything ; provided that no Mortgage shall encumber any improved Mortgaged Property that is located in a Special Flood Hazard Area unless Evidence of Flood Insurance has been obtained and provided to the contrary contained herein, if either Collateral Agent; (6) an opinion of counsel (which counsel shall be reasonably satisfactory to the Collateral Agent) in each state in which a Mortgaged |US-DOCS\138541167.4141447058.7|| Property is located with respect to the enforceability of the form(s) of Mortgage to be recorded in such state and such other matters as the Collateral Agent or the Co-Collateral Agent are unable or fail may reasonably request, in each case, addressed to complete flood insurance diligence to its reasonable satisfaction so as to permit the Company or any Subsidiary Guarantor to deliver a Mortgage as required by this Section 6.08(b), then so long as the Company or such Subsidiary Guarantor otherwise has complied with this Section 6.08(b), the Company or such Subsidiary Guarantor shall have no obligation hereunder to deliver such Mortgage (and no Event of Default shall be deemed to arise from the Company’s or such Subsidiary Guarantor’s failure to deliver such Mortgage) unless and until both the Collateral Agent and the Co-Collateral Agent completes such flood insurance diligence other Secured Parties and in form and substance reasonably satisfactory to their reasonable satisfaction (after which the Company or such Subsidiary Guarantor shall have a period of 30 additional days following written notification thereof to execute and deliver such Mortgage). If at any time while this Agreement is in effect Bank of America, N.A. ceases to be a Lender, then there shall no longer be a Co-Collateral Agent hereunder, and all consent or approval rights of Co-Collateral Agent contained in this Agreement (including, without limitation, in Section 6.05 and this Section 6.08(b)) shall be deemed to be satisfied by the consent or approval of the Collateral Agent; provided, however, and (7) evidence that at any time thereafter, all other action that the Required Lenders may elect to designate and appoint a successor Co-Collateral Agent, which successor Co-Collateral Agent shall may deem necessary or desirable in order to create valid first and subsisting Liens (subject only to Permitted Encumbrances) on the property described in the Mortgage has been taken; (ii) in the case of any Loan Party that is a Foreign Subsidiary, (A) within 60 days (or such later date as may be agreed by the Collateral Agent in its sole discretion) after the date any Compliance Certificate is delivered to the Administrative Agents pursuant to Section 5.2(a), with respect to any Capital Stock in any Restricted Subsidiaries organized or incorporated in any jurisdiction in the immediately preceding fiscal quarter in which any Loan Party is organized or any Intellectual Property (other than Intellectual Property that is (i) a Lender, of de minimis value or (ii) licensed from any IP Holding Company) that is not subject to a bank with an office perfected first priority Lien (subject to Permitted Liens) in New York, New York, or an Affiliate favor of any such bank, and (iii) reasonably satisfactory to the Company, in which event such successor Co-Collateral Agent shall become vested with all the rights, powers, privileges and duties of the Co-Collateral Agent hereunder. (c) With respect to any new Subsidiary (other than 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 Excluded Subsidiary), by the Company or any of its Restricted Subsidiaries (other than by an Excluded Subsidiary), within 45 days following the date of such creation or acquisition (or such longer period as the Collateral Agent shall reasonably agree), (i) execute and deliver to the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by the Company or any Subsidiary Guarantor (furnish to the extent Collateral Agent a description of such Capital Stock or Intellectual Property so acquired in detail satisfactory to the Collateral Agent, (B) within 60 days (or such later date as may be agreed by the Collateral Agent in its sole discretion) after the date any Compliance Certificate is of a type that would constitute Collateral as described in delivered to the Guarantee and Collateral AgreementAdministrative Agents pursuant to Section 5.2(a), (ii) cause the applicable Loan Party to duly execute and deliver to the Collateral Agent any pledge and/or security agreements in respect of such Capital Stock, any security and pledge agreements governed by the certificates representing laws of any jurisdiction in which any Loan Party is organized (as applicable) with respect to such Intellectual Property, and any other Collateral Documents with respect to such assets, in each case, as specified by and in form and substance reasonably satisfactory to the Collateral Agent (including delivery of, or completion of such other actions which are required to be taken by the applicable Collateral Documents to perfect the Liens in, all such pledged Capital Stock), securing payment of all the Obligations of such Loan Party under the Loan Documents and constituting Liens on all such Capital Stock and Intellectual Property, (C) within 60 days (or such later date as may be agreed by the Collateral Agent in its sole discretion) after the date any Compliance Certificate is delivered to the extent such Capital Stock is of a type that would constitute Collateral as described in the Guarantee and Collateral AgreementAdministrative Agents pursuant to Section 5.2(a), together with undated stock powers, in blank, executed and delivered by a duly authorized officer of cause the Company or such Subsidiary Guarantor, as the case applicable Loan Party to take whatever action may be and (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 in the opinion of the Collateral Agent to grant vest in the Collateral Agent (or in any representative of the Collateral Agent designated by it) for the benefit of the |US-DOCS\138541167.4141447058.7|| Secured Parties valid and subsisting Liens on such assets, enforceable against all third parties, and (D) within 60 days (or such later date as may be agreed by the Collateral Agent in its sole discretion) after the date any Compliance Certificate is delivered to the Administrative Agents pursuant to Section 5.2(a), deliver to the Collateral Agent, upon the request of the Collateral Agent in its sole discretion, a signed copy of a favorable opinion, addressed to the Collateral Agent and the other Secured Parties, of counsel for the Loan Parties acceptable to the Collateral Agent as to the matters contained in clauses (A), (C) and (D) above, and as to such other matters as the Collateral Agent may reasonably request. The Borrowers shall otherwise take or cause to be taken such actions and execute and/or deliver or cause to be executed and/or delivered to the Collateral Agent such documents as the Collateral Agent shall require to confirm the validity of the Lien granted in favor of the Collateral Agent for the benefit of the Secured Parties against such after-acquired properties or assets, and such assets held on the Closing Date not made subject to a perfected first priority security interest (subject, except in the case Lien created by any of the pledge Collateral Documents. For the avoidance of any Capital Stock of any Subsidiarydoubt, to Liens permitted by Section 7.03) in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary to the extent required by the Guarantee and Collateral Agreement, including, without limitation, Section 5.9 shall apply to any division of a Loan Party and to any division of a Group Member required to become a Loan Party pursuant to the terms of the Loan Documents and to any allocation of assets to a series of a limited liability company. (b) With respect to (A) any Restricted Subsidiary (other than any Excluded Subsidiary) which is required to become a Loan Party to comply with the provisions of Section 5.14, or (B) any Restricted Subsidiary that becomes an IP Holding Company after the Closing Date, in each case, at the Borrowers’ expense: (i) if such Restricted Subsidiary is a Domestic Subsidiary, (A) within 30 days after the date the applicable Compliance Certificate is delivered to the Administrative Agents pursuant to Section 5.2(a) (or such later date as may be agreed by the Collateral Agent in its sole discretion), cause such Domestic Subsidiary to duly execute and deliver to the Collateral Agent a guaranty or guaranty supplement, in form and substance reasonably satisfactory to the Collateral Agent, guaranteeing the Obligations of the Loan Parties, (B) within 30 days after the date the applicable Compliance Certificate is delivered to the Administrative Agents pursuant to Section 5.2(a) (or such later date as may be agreed by the Collateral Agent in its sole discretion), furnish to the Collateral Agent a description of the properties and assets of such Domestic Subsidiary, in detail reasonably satisfactory to the Collateral Agent, (C) within 30 days after the date the applicable Compliance Certificate is delivered to the Administrative Agents pursuant to Section 5.2(a) (or such later date as may be agreed by the Collateral Agent in its sole discretion), |US-DOCS\138541167.4141447058.7|| cause to be duly executed and delivered to the Collateral Agent any pledge agreements, supplements to the Security Agreement, supplements to any US IP Security Agreement, other Collateral Documents, as specified by and in form and substance reasonably satisfactory to the Collateral Agent (including delivery of all Pledged Equity Interests in and of such Subsidiary), securing the Obligations of such Domestic Subsidiary under the Loan Documents and constituting Liens on all such properties and assets, (D) within 30 days after the date the applicable Compliance Certificate is delivered to the Administrative Agents pursuant to Section 5.2(a) (or such later date as may be agreed by the Collateral Agent in its sole discretion), cause to be taken whatever action (including the filing of Uniform Commercial Code financing statements statements) may be necessary or advisable in the reasonable opinion of the Collateral Agent to vest in the Collateral Agent (or in any representative of the Collateral Agent designated by it) for the benefit of the Secured Parties valid and intellectual property security agreements subsisting Liens on the properties purported to be subject to such pledge agreements, supplements to the Security Agreement, supplements to any US IP Security Agreement and other Collateral Documents delivered pursuant to this Section 5.9, enforceable against all third parties in accordance with their terms, (E) within 60 days after the date the applicable Compliance Certificate is delivered to the Administrative Agents pursuant to Section 5.2(a) (or such jurisdictions later date as may be required by the Guarantee and Collateral Agreement or by law and if reasonably requested agreed by the Collateral Agent, with respect to any Subsidiary other than an Immaterial SubsidiaryAgent in its sole discretion), deliver to the Collateral Agent, upon the request of the Collateral Agent customary legal opinions relating in its sole discretion, a signed copy of a favorable opinion, addressed to the Collateral Agent and the other Secured Parties, of counsel for the Loan Parties acceptable to the Collateral Agent as to the matters described contained in clauses (A), (C) and (D) above., and as to such other matters as the Collateral Agent may reasonably request, (dF) The Co-within 60 days after the date the applicable Compliance Certificate is delivered to the Administrative Agents pursuant to Section 5.2(a) (or such later date as may be agreed by the Collateral Agent shall not have any duties in its sole discretion), with respect to each parcel of Material Real Property owned or obligations except held by such Domestic Subsidiary, deliver such documents, deliverables or instruments and take such actions similar to those expressly set forth described in Section 6.05 5.9(a)(i)(F), each in scope, form and Section 6.08. Without limiting substance satisfactory to the generality of the foregoing, the Co-Collateral Agent is not subject to any fiduciary or other implied duties, nor has any duty or obligation to any Lender or participant or any other Person as a result of the Co-Collateral Agent’s rights under Section 6.05 and Section 6.08.; and (ii) if such Restricted Subsidiary is a Foreig

Additional Collateral, etc. (a) With respect to any Property acquired after the Closing Date by the Company Borrower or any Subsidiary Guarantor of its Restricted Subsidiaries (other than (wx) any interest in real property or any Property described in paragraph (b) or paragraph (c) of this Section 6.08Section, (xy) any Property subject to a Lien expressly permitted by Section 7.03(g) or and (yz) Property acquired by an Excluded Foreign Subsidiary) as to which the Collateral Agent, for the benefit of the Secured PartiesLenders, does not have a perfected Lien, promptly (i) execute and deliver to the Collateral Agent such amendments to the Guarantee and Collateral Agreement and or such other documents (including intellectual property security agreements) as the Collateral Agent reasonably deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured PartiesLenders, a security interest in such Property (to the extent such Property is of a type that would constitute Collateral as described in the Guarantee and Collateral Agreement) and (ii) take all actions reasonably necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured PartiesLenders, a perfected first priority security interest (subject, except in the case of the pledge of Capital Stock of any Subsidiary, to Liens permitted by Section 7.03) in such Property (to the extent required by the Guarantee and Collateral Agreement)Property, including without limitation, the filing of Uniform Commercial Code financing statements 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 $5,000,000 500,000 acquired after the Closing Date by the Company Borrower or any Subsidiary Guarantor of its Restricted Subsidiaries (or owned by other than any Person that becomes a Subsidiary Guarantor), the Company shall notify the Collateral Agent and the Co-Collateral Agent promptly after the Borrower obtains knowledge thereof, to permit the Collateral Agent and the Co-Collateral Agent to comply with the Flood Insurance Laws, and within 90 days following the date of such acquisition of such real property owned by an Excluded Foreign Subsidiary or the date on which such Person becomes subject to a Subsidiary Guarantor (or such longer period as the Collateral Agent and the Co-Collateral Agent shall reasonably agree or as may be reasonably required to permit completion of flood insurance diligence Lien expressly permitted by the Collateral Agent and the Co-Collateral AgentSection 7.03(g)), promptly (i) execute and deliver a first priority Mortgage in favor of the Collateral Agent, for the benefit of the Secured PartiesLenders, 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 (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 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 (A) a lender’s title insurance policylegal opinions relating to the matters described above, which opinions shall be in form and substance reasonably acceptable to the Collateral Agentsubstance, insuring such Mortgage as a first lien on such Mortgaged Property (subject only to Liens permitted by Section 7.03)and from counsel, (B) an American Land Title Association/American Congress of Surveying and Mapping (ALTA/ACSM) form of survey by a duly registered and licensed land surveyor for which all necessary fees have been paid dated a date reasonably acceptable to the Collateral Agent, certified to the Collateral Agent and the title company in a manner reasonably satisfactory to the Collateral Agent, (C) to the extent required by Financial Institutions Reform, Recovery, and Enforcement Act of 1989, Pub.L. 101-73, ▇▇▇ ▇▇▇▇. ▇▇▇, enacted August 9, 1989, or any other applicable law, an appraisal, and (D) an opinion of local counsel reasonably satisfactory to the Collateral Agent. No later than 30 days (or such later date as the Collateral Agent or Co-Collateral Agent shall reasonably agree) prior to the date on which a Mortgage is executed and delivered pursuant to this Section 6.08(b), in order to comply with the Flood Laws, the Collateral Agent and the Co-Collateral Agent shall have received the following documents (collectively, the “Flood Documents”), in form and substance reasonably satisfactory thereto: (1) a completed standard “life of loan” flood hazard determination form (a “Flood Determination Form”), (2) if the improvement(s) to the applicable improved real property is located in a special flood hazard area, a notification to the Company (“Company Notice”) and (if applicable) notification to the Company that flood insurance coverage under the National Flood Insurance Program (“NFIP”) is not available because the community does not participate in the NFIP, (3) documentation evidencing the Company’s receipt of the Company Notice (e.g., countersigned Company Notice, return receipt of certified U.S. Mail, or overnight delivery), and (4) if the Company Notice is required to be given and flood insurance is available in the community in which the property is located, evidence of flood insurance reasonably satisfactory to the Collateral Agent and the Co-Collateral Agent (any of the foregoing being “Evidence of Flood Insurance”). Notwithstanding anything to the contrary contained herein, if either the Collateral Agent or the Co-Collateral Agent are unable or fail to complete flood insurance diligence to its reasonable satisfaction so as to permit the Company or any Subsidiary Guarantor to deliver a Mortgage as required by this Section 6.08(b), then so long as the Company or such Subsidiary Guarantor otherwise has complied with this Section 6.08(b), the Company or such Subsidiary Guarantor shall have no obligation hereunder to deliver such Mortgage (and no Event of Default shall be deemed to arise from the Company’s or such Subsidiary Guarantor’s failure to deliver such Mortgage) unless and until both the Collateral Agent and the Co-Collateral Agent completes such flood insurance diligence to their reasonable satisfaction (after which the Company or such Subsidiary Guarantor shall have a period of 30 additional days following written notification thereof to execute and deliver such Mortgage). If at any time while this Agreement is in effect Bank of America, N.A. ceases to be a Lender, then there shall no longer be a Co-Collateral Agent hereunder, and all consent or approval rights of Co-Collateral Agent contained in this Agreement (including, without limitation, in Section 6.05 and this Section 6.08(b)) shall be deemed to be satisfied by the consent or approval of the Collateral Agent; provided, however, that at any time thereafter, the Required Lenders may elect to designate and appoint a successor Co-Collateral Agent, which successor Co-Collateral Agent shall be (i) a Lender, (ii) a bank with an office in New York, New York, or an Affiliate of any such bank, and (iii) reasonably satisfactory to the Company, in which event such successor Co-Collateral Agent shall become vested with all the rights, powers, privileges and duties of the Co-Collateral Agent hereunder. (c) With respect to any new 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 SubsidiaryForeign Subsidiary and any Unrestricted Subsidiary that is redesignated as a Restricted Subsidiary pursuant to Section 6.11(l)), by the Company Borrower or any of its Restricted Subsidiaries (other than by an Excluded Subsidiary)Subsidiaries, within 45 days following the date of such creation or acquisition (or such longer period as the Collateral Agent shall reasonably agree), 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 Secured PartiesLenders, a perfected first priority security interest in the Capital Stock of such new Restricted Subsidiary that is owned by the Company Borrower or any Subsidiary Guarantor (to the extent such Capital Stock is of a type that would constitute Collateral as described in the Guarantee and Collateral Agreement)its Restricted Subsidiaries, (ii) deliver to the Collateral Agent the certificates representing such Capital Stock (to the extent such Capital Stock is of a type that would constitute Collateral as described in the Guarantee and Collateral Agreement)Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Company Borrower or such Subsidiary GuarantorSubsidiary, as the case may be and 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 the Secured Parties Lenders a perfected first priority security interest (subject, except in the case of the pledge of any Capital Stock of any Subsidiary, to Liens permitted by Section 7.03) in the Collateral described in the Guarantee and Collateral Agreement (subject to Liens permitted by Section 7.02) with respect to such new Subsidiary to the extent required by the Guarantee and Collateral AgreementRestricted Subsidiary, including, without limitation, including the filing of Uniform Commercial Code financing statements and intellectual property security agreements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law and if or as may be reasonably requested by the Collateral Agent, with respect to any Subsidiary other than an Immaterial Subsidiaryand (iv) if requested by the Collateral Agent, deliver to the Collateral Agent customary legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agent. (d) The Co-With respect to any new Excluded Foreign Subsidiary created or acquired after the Closing Date by the Borrower or any of its Restricted Subsidiaries (other than any Excluded Foreign Subsidiaries), promptly (i) execute and deliver to the Collateral Agent shall not have any duties such amendments to the Guarantee and Collateral Agreement or obligations except those expressly set forth such other documents as the Collateral Agent reasonably deems necessary or advisable in Section 6.05 and Section 6.08. Without limiting order to grant to the generality Collateral Agent, for the benefit of the foregoingLenders, a perfected first priority security interest in the Co-Capital Stock of such new Restricted Subsidiary that is owned by the Borrower or any of its Subsidiaries (other than any Excluded Foreign Subsidiaries), (provided that in no event shall more than 65% of the total outstanding Capital Stock of any such new Excluded Foreign Subsidiary be required to be so pledged), (ii) deliver to the Collateral Agent is not the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Restricted Subsidiary, as the case may be, and take such other action as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect the Lien of the Collateral Agent thereon, and (iii) if requested by the Collateral Agent, deliver to the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agent. (e) Promptly upon the request of the Collateral Agent, Borrower shall establish a cash management system subject to any fiduciary or other implied dutiesa depositary agreement satisfactory to the Collateral Agent whereby lock boxes, nor has any duty or obligation to any Lender or participant or any other Person as a result lock box accounts, and concentration accounts are established and maintained under the sole dominion and control of the Co-Collateral Agent’s rights under Section 6.05 , into which all payments on and Section 6.08proceeds of (i) Private Accounts, and (ii) to the extent permitted and in a manner consistent with all applicable laws and regulations, Government Receivables, shall be deposited and from which all collected funds will be transferred.

Additional Collateral, etc. (a) With respect to any Property acquired after the Closing Date by the Company or any Subsidiary Guarantor Loan Party (other than (wx) any interest in real property or any estate and fixtures, including, without limitation, Property of the type described in paragraph (b), or any Property of the type described in paragraph (c) of this Section 6.08Section, and (xy) any Property subject to a Lien expressly permitted by Section 7.03(gSections 7.3(f), (g) or (y) Property acquired by an Excluded Subsidiarym)) as to which the Collateral Administrative Agent, for the benefit of the Secured Parties, does not have a perfected LienLien (other than by reason of such Property being Excluded Property or as a result of the Permitted Perfection Exception), promptly (i) execute and deliver to the Collateral Administrative Agent such amendments to the Guarantee and Collateral Agreement and or such other documents (including intellectual property security agreements) as the Collateral Administrative Agent reasonably deems necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the Secured Parties, a security interest in such Property (to the extent such Property is of a type that would constitute Collateral as described in the Guarantee and Collateral Agreement) and (ii) take all actions reasonably necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest (subject, except in the case of the pledge of Capital Stock of any Subsidiary, to Liens permitted by Section 7.03) in such Property (subject to Permitted Liens and the extent required by the Guarantee and Collateral AgreementPermitted Perfection Exception), including without limitation, the filing of Uniform Commercial Code UCC financing statements 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 Administrative Agent. (b) With respect to any fee simple interest (or leasehold interest, to the extent such leasehold is created under a triple net ground lease or similar transaction) in any real property having a value (together with improvements thereof) of at least $5,000,000 10,000,000 acquired after the Closing Date by the Company or any Subsidiary Guarantor Loan Party (or owned by other than any Person that becomes a Subsidiary Guarantor), the Company shall notify the Collateral Agent and the Co-Collateral Agent promptly after the Borrower obtains knowledge thereof, to permit the Collateral Agent and the Co-Collateral Agent to comply with the Flood Insurance Laws, and within 90 days following the date of such acquisition of such real property or the date on which such Person becomes subject to a Subsidiary Guarantor (or such longer period as the Collateral Agent and the Co-Collateral Agent shall reasonably agree or as may be reasonably required to permit completion of flood insurance diligence Lien expressly permitted by the Collateral Agent and the Co-Collateral AgentSections 7.3(f), (g) or (m)), promptly (i) execute and deliver a first priority Mortgage (subject to Permitted Liens) in favor of the Collateral Administrative Agent, for the benefit of the Secured Parties, covering such real property, (ii) if requested by the Collateral Administrative Agent, deliver provide the Lenders with (x) title and extended coverage insurance, complying with the provisions of Section 5.1(p), covering such real property in an amount at least equal to the Collateral Agent purchase price of such real property (Aor such other amount as shall be reasonably specified by the Administrative Agent) as well as a lender’s title insurance policy, in form and substance current ALTA or comparable survey thereof reasonably acceptable to the Collateral Agent, insuring such Mortgage as a first lien on such Mortgaged Property (subject only to Liens permitted by Administrative Agent or complying with the provisions of Section 7.035.1(o), (B) an American Land Title Association/American Congress of Surveying and Mapping (ALTA/ACSM) form of survey by together with a duly registered and licensed land surveyor for which all necessary fees have been paid dated a date reasonably acceptable to the Collateral Agent, certified to the Collateral Agent and the title company in a manner reasonably satisfactory to the Collateral Agent, (C) to the extent required by Financial Institutions Reform, Recovery, and Enforcement Act of 1989, Pub.L. 101-73, ▇▇▇ ▇▇▇▇. ▇▇▇, enacted August 9, 1989, or any other applicable law, an appraisal, surveyor’s certificate and (Dy) an opinion any consents or estoppels reasonably deemed necessary or advisable by the Administrative Agent in connection with such Mortgage, each of local counsel reasonably satisfactory to the Collateral Agent. No later than 30 days (or such later date as the Collateral Agent or Co-Collateral Agent shall reasonably agree) prior to the date on which a Mortgage is executed and delivered pursuant to this Section 6.08(b), in order to comply with the Flood Laws, the Collateral Agent and the Co-Collateral Agent shall have received the following documents (collectively, the “Flood Documents”), foregoing in form and substance reasonably satisfactory thereto: to the Administrative Agent and the Borrower and (1) a completed standard “life of loan” flood hazard determination form (a “Flood Determination Form”), (2iii) if requested by the improvement(s) Administrative Agent, deliver to the applicable improved real property is located in a special flood hazard area, a notification Administrative Agent legal opinions relating to the Company (“Company Notice”) matters described above, which opinions shall be in form and (if applicable) notification to the Company that flood insurance coverage under the National Flood Insurance Program (“NFIP”) is not available because the community does not participate in the NFIP, (3) documentation evidencing the Company’s receipt of the Company Notice (e.g., countersigned Company Notice, return receipt of certified U.S. Mail, or overnight delivery)substance, and (4) if the Company Notice is required to be given and flood insurance is available in the community in which the property is locatedfrom counsel, evidence of flood insurance reasonably satisfactory to the Collateral Administrative Agent and the Co-Collateral Agent (any of the foregoing being “Evidence of Flood Insurance”). Notwithstanding anything to the contrary contained herein, if either the Collateral Agent or the Co-Collateral Agent are unable or fail to complete flood insurance diligence to its reasonable satisfaction so as to permit the Company or any Subsidiary Guarantor to deliver a Mortgage as required by this Section 6.08(b), then so long as the Company or such Subsidiary Guarantor otherwise has complied with this Section 6.08(b), the Company or such Subsidiary Guarantor shall have no obligation hereunder to deliver such Mortgage (and no Event of Default shall be deemed to arise from the Company’s or such Subsidiary Guarantor’s failure to deliver such Mortgage) unless and until both the Collateral Agent and the Co-Collateral Agent completes such flood insurance diligence to their reasonable satisfaction (after which the Company or such Subsidiary Guarantor shall have a period of 30 additional days following written notification thereof to execute and deliver such Mortgage). If at any time while this Agreement is in effect Bank of America, N.A. ceases to be a Lender, then there shall no longer be a Co-Collateral Agent hereunder, and all consent or approval rights of Co-Collateral Agent contained in this Agreement (including, without limitation, in Section 6.05 and this Section 6.08(b)) shall be deemed to be satisfied by the consent or approval of the Collateral Agent; provided, however, that at any time thereafter, the Required Lenders may elect to designate and appoint a successor Co-Collateral Agent, which successor Co-Collateral Agent shall be (i) a Lender, (ii) a bank with an office in New York, New York, or an Affiliate of any such bank, and (iii) reasonably satisfactory to the Company, in which event such successor Co-Collateral Agent shall become vested with all the rights, powers, privileges and duties of the Co-Collateral Agent hereunderBorrower. (c) With respect to any new Subsidiary (other than an Excluded SubsidiarySubsidiary or an Immaterial Subsidiary or a Subsidiary that the Borrower designates as an Unrestricted Subsidiary in accordance with the terms hereof) created or acquired after the Closing Date (which, for the purposes of this paragraph, shall include any existing Restricted Subsidiary that ceases to be an Excluded Subsidiary, an Immaterial Subsidiary or an Unrestricted Subsidiary), by the Company Borrower or any of its Restricted Subsidiaries (other than by an Excluded Subsidiary)Subsidiaries, within 45 days following the date of such creation or acquisition (or such longer period as the Collateral Agent shall reasonably agree), promptly (i) execute and deliver to the Collateral Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Collateral Administrative Agent deems necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Restricted Subsidiary that is owned by the Company Borrower or any Subsidiary Guarantor of its Restricted Subsidiaries (subject to the Permitted Perfection Exception and, solely to the extent such Capital Stock is of a type that would constitute Collateral as described in the Guarantee and Collateral AgreementLiens are nonconsensual Liens, Permitted Liens), (ii) deliver to the Collateral Administrative Agent the certificates representing such Capital Stock (to the extent such Capital Stock is of a type that would constitute Collateral as described in the Guarantee and Collateral Agreement)Stock, if any, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Company Borrower or such Subsidiary GuarantorRestricted Subsidiary, as the case may be and 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 Administrative Agent for the benefit of the Secured Parties a perfected first priority security interest (subject, except in the case of the pledge of any Capital Stock of any Subsidiary, to Liens permitted by Section 7.03) in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary to the extent required by the Guarantee and Collateral AgreementRestricted Subsidiary, including, without limitation, the recording of instruments in the United States Patent and Trademark Office and the United States Copyright Offices, the execution and delivery by all necessary persons of control agreements, and the filing of Uniform Commercial Code UCC financing statements and intellectual property security agreements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law and if reasonably or as may be requested by the Collateral Administrative Agent (subject to the Permitted Perfection Exception), and (iv) if requested by the Administrative Agent, with respect to any Subsidiary other than an Immaterial Subsidiary, deliver to the Collateral Administrative Agent customary legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent and the Borrower. (d) The CoWith respect to any new first-tier Foreign Subsidiary (other than a Securitization Subsidiary, an Immaterial Subsidiary or a Subsidiary that the Borrower designates as an Unrestricted Subsidiary in accordance with the terms hereof) created or acquired after the Closing Date by the Borrower or any of its Domestic Subsidiaries, promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems necessary or advisable in order to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in 65% of the voting Capital Stock and 100% of the non-voting Capital Stock of such new Restricted Subsidiary that is owned by the Borrower or any of its Domestic Subsidiaries that are Restricted Subsidiaries (other than any Excluded Subsidiaries and subject to the Permitted Perfection Exception and, solely to the extent such Liens are nonconsensual Liens, Permitted Liens), (ii) deliver to the Administrative Agent the certificates representing such pledged Capital Stock, if any, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Restricted Subsidiary, as the case may be, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Lien of the Administrative Agent thereon, and (iii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. (e) Notwithstanding anything to the contrary in this Section 6.10, paragraphs (a), (b), (c) and (d) of this Section 6.10 shall not have any duties or obligations except those expressly set forth in Section 6.05 and Section 6.08. Without limiting the generality of the foregoing, the Co-Collateral Agent is not subject apply to any fiduciary Property created or other implied dutiesacquired after the Closing Date, nor as applicable, 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. In addition, nothing in this Section 6.10 shall be construed to require the perfection of any duty or obligation to any Lender or participant or any other Person as a result of the Co-Collateral Agent’s rights under Section 6.05 and Section 6.08Lien on Excluded Property.

Additional Collateral, etc. (a) With respect to any Property acquired after the Closing Date by the Company any Loan Party or any Subsidiary Guarantor of its Subsidiaries (other than (wx) any interest in real property or any Property described in paragraph paragraphs (b), (c) or (d) of this Section 6.08Section, (xy) any Property subject to a Lien expressly permitted by Section 7.03(g7.3(g) or and (yz) Property acquired by an Excluded Foreign Subsidiary) as to which the Collateral Administrative Agent, for the benefit of the Secured Parties, does not have a perfected Liensecurity interest, promptly (and, in any event, within five days following the date of such acquisition) (i) execute and deliver to the Collateral Administrative Agent such amendments to the Guarantee and Collateral Agreement and or such other documents (including intellectual property security agreements) as the Collateral Administrative Agent deems reasonably deems necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the Secured Parties, a security interest in such Property (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 as the Administrative Agent deems reasonably necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest (subject, except in the case of the pledge of Capital Stock of any Subsidiary, to Liens permitted by Section 7.03) in such Property (to the extent required by the Guarantee and Collateral Agreement)Property, including including, without limitation, the filing of Uniform Commercial Code UCC financing statements 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 Administrative Agent and, with respect to certain material Contractual Obligations, if and to the extent requested by the Administrative Agent, using commercially reasonable efforts to obtain a Consent to Assignment from the counterparty to such Contractual Obligation. (b) With respect to any fee simple interest in any real property Real Estate having a value (together with improvements thereof) of at least $5,000,000 1,000,000 or any lease of Real Estate contemplating an initial annual rent payment, including projected percentage rent, after the expiration of any free rent or “rent abatement” period of at least $1,000,000 acquired or leased after the Closing Date or thereafter attaining such a value or rent threshold, as the case may be, by the Company any Loan Party or any Subsidiary Guarantor of its Subsidiaries (or other than any such real property owned by any Person that becomes an Excluded Foreign Subsidiary or subject to a Subsidiary GuarantorLien expressly permitted by Section 7.3(g)), the Company shall notify the Collateral Agent and the Co-Collateral Agent promptly after the Borrower obtains knowledge thereof(and, to permit the Collateral Agent and the Co-Collateral Agent to comply with the Flood Insurance Lawsin any event, and within 90 30 days following the date of such acquisition of such real property or the date on which such Person becomes a Subsidiary Guarantor (or such longer period as the Collateral Agent and the Co-Collateral Agent shall reasonably agree or as may be reasonably required to permit completion of flood insurance diligence by the Collateral Agent and the Co-Collateral Agent), acquisition) (i) execute and deliver a first priority Mortgage (and obtain a mortgagee’s title insurance policy) in favor of the Collateral Administrative Agent, for the benefit of the Secured Parties, covering such real property, (ii) if requested by the Collateral Administrative Agent, deliver provide the Secured Parties with (x) title and extended coverage insurance covering such real property in an amount at least equal to the Collateral Agent (A) a lender’s title insurance policy, in form and substance reasonably acceptable to the Collateral Agent, insuring purchase price of such Mortgage as a first lien on such Mortgaged Property (subject only to Liens permitted by Section 7.03), (B) an American Land Title Association/American Congress of Surveying and Mapping (ALTA/ACSM) form of survey by a duly registered and licensed land surveyor for which all necessary fees have been paid dated a date reasonably acceptable to the Collateral Agent, certified to the Collateral Agent and the title company in a manner reasonably satisfactory to the Collateral Agent, (C) to the extent required by Financial Institutions Reform, Recovery, and Enforcement Act of 1989, Pub.L. 101-73, ▇▇▇ ▇▇▇▇. ▇▇▇, enacted August 9, 1989, or any other applicable law, an appraisal, and (D) an opinion of local counsel reasonably satisfactory to the Collateral Agent. No later than 30 days real property (or such later date other amount as shall be reasonably specified by the Collateral Agent or Co-Collateral Agent shall reasonably agreeAdministrative Agent) prior to the date on which as well as a Mortgage is executed and delivered pursuant to this Section 6.08(b), in order to comply with the Flood Laws, the Collateral Agent and the Co-Collateral Agent shall have received the following documents current ALTA survey thereof (collectively, the “Flood Documents”), in form and substance reasonably satisfactory thereto: (1) a completed standard “life of loan” flood hazard determination form (a “Flood Determination Form”to the Administrative Agent), (2) if the improvement(s) to the applicable improved real property is located in together with a special flood hazard area, a notification to the Company (“Company Notice”) surveyor’s certificate and (if applicabley) notification to any consents or estoppels reasonably deemed necessary or advisable by the Company that flood insurance coverage under the National Flood Insurance Program (“NFIP”) is not available because the community does not participate Administrative Agent in the NFIPconnection with such Mortgage, (3) documentation evidencing the Company’s receipt each of the Company Notice (e.g., countersigned Company Notice, return receipt of certified U.S. Mail, or overnight delivery), foregoing in form and (4) if the Company Notice is required to be given and flood insurance is available in the community in which the property is located, evidence of flood insurance substance reasonably satisfactory to the Collateral Agent and the Co-Collateral Agent (any of the foregoing being “Evidence of Flood Insurance”). Notwithstanding anything to the contrary contained herein, if either the Collateral Agent or the Co-Collateral Agent are unable or fail to complete flood insurance diligence to its reasonable satisfaction so as to permit the Company or any Subsidiary Guarantor to deliver a Mortgage as required by this Section 6.08(b), then so long as the Company or such Subsidiary Guarantor otherwise has complied with this Section 6.08(b), the Company or such Subsidiary Guarantor shall have no obligation hereunder to deliver such Mortgage (and no Event of Default shall be deemed to arise from the Company’s or such Subsidiary Guarantor’s failure to deliver such Mortgage) unless and until both the Collateral Agent and the Co-Collateral Agent completes such flood insurance diligence to their reasonable satisfaction (after which the Company or such Subsidiary Guarantor shall have a period of 30 additional days following written notification thereof to execute and deliver such Mortgage). If at any time while this Agreement is in effect Bank of America, N.A. ceases to be a Lender, then there shall no longer be a Co-Collateral Agent hereunder, and all consent or approval rights of Co-Collateral Agent contained in this Agreement (including, without limitation, in Section 6.05 and this Section 6.08(b)) shall be deemed to be satisfied by the consent or approval of the Collateral Agent; provided, however, that at any time thereafter, the Required Lenders may elect to designate and appoint a successor Co-Collateral Administrative Agent, which successor Co-Collateral Agent shall be (i) a Lender, (ii) a bank with an office in New York, New York, or an Affiliate of any such bank, and (iii) 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 CompanyAdministrative Agent, in which event and (iv) if required by the Administrative Agent, agree to amendments to the Loan Documents to provide for such successor Co-Collateral Agent shall become vested additional representations, warranties and covenants as are customarily associated with all the rights, powers, privileges and duties of the Co-Collateral Agent hereunderloans secured by real property. (c) With respect to any new Subsidiary (other than an Excluded Foreign Subsidiary) created or acquired after the Closing Date (which, for the purposes of this paragraph, shall include any existing Subsidiary that ceases to be an Excluded Foreign Subsidiary), by the Company any Loan Party or any of its Restricted Subsidiaries Subsidiaries, promptly (other than by an Excluded Subsidiary)and, in any event, within 45 15 days following such creation or the date of such creation or acquisition (or such longer period as the Collateral Agent shall reasonably agree), acquisition) (i) execute and deliver to the Collateral Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Collateral Administrative Agent deems necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by the Company any Loan Party or any Subsidiary Guarantor (to the extent such Capital Stock is of a type that would constitute Collateral as described in the Guarantee and Collateral Agreement)its Subsidiaries, (ii) deliver to the Collateral Administrative Agent the certificates representing such Capital Stock (to the extent such Capital Stock is of a type that would constitute Collateral as described in the Guarantee and Collateral Agreement)Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Company such Loan Party or such Subsidiary GuarantorSubsidiary, as the case may be and be, (iii) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement and an Intellectual Property Security Agreement, if applicable, and (B) to take such actions as the Administrative Agent deems reasonably necessary 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 and the Intellectual Property Security Agreement with respect to such new Subsidiary, 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 UCC financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement, such Intellectual Property Security Agreement or by law or as may be requested by the Administrative Agent, and (iv) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. (d) With respect to any new Excluded Foreign Subsidiary created or acquired after the Closing Date by TTPC, LP, the Borrower or any of its Subsidiaries, promptly (and, in any event, within 15 days following such creation or the date of such acquisition) (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable in order to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by TTPC, LP, the Borrower or any of its Domestic Subsidiaries (provided that in no event shall more than 65% of the total outstanding Capital Stock of any such new Subsidiary be required to be so pledged), (ii) deliver to the Administrative Agent the certificates (if issued or required to be issued by such Subsidiary) representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the owner thereof and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the security interest of the Administrative Agent thereon, (iii) in the event such new Subsidiary loans or advances any funds to, or borrows any funds from, a Loan Party, cause such new Subsidiary to become a party to the Subordinated Intercompany Note, and (iv) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. (e) Notwithstanding anything to the contrary in this Section 6.10, paragraphs (a), (b), (c) and (d) of this Section 6.10 shall not apply to any Property, new Subsidiary or new Excluded Foreign Subsidiary created or acquired after the Closing Date, as applicable, as to which the Administrative Agent has determined in its sole discretion that the collateral value thereof is insufficient to justify the difficulty, time and/or expense of obtaining a perfected security interest therein. (f) With respect to any Immaterial Subsidiary (other than an Excluded Foreign Subsidiary) that ceases to meet the requirements therefor set forth in Sections 4.26 and 6.14 at any time after the Closing Date, promptly (and, in any event, (x) with respect to any Subsidiary that is incorporated or organized under the laws of a jurisdiction within the United States of America, within 15 days following such determination, and (y) with respect to any Subsidiary that is incorporated or organized under the laws of any other jurisdiction, within 45 days following such determination) (i) cause such Subsidiary (A) to become a party to the Guarantee and Collateral Agreement and, if applicable, execute an Intellectual Property Security Agreement and (B) to take such actions necessary or advisable to grant to the Collateral Administrative Agent for the benefit of the Secured Parties a perfected first priority security interest (subject, except in the case of the pledge of any Capital Stock of any Subsidiary, to Liens permitted by Section 7.03) in the Collateral described in the Guarantee and Collateral Agreement and any such Intellectual Property Security Agreement with respect to such new Subsidiary to the extent required by the Guarantee and Collateral AgreementSubsidiary, 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 and intellectual property security agreements in such jurisdictions as may be required by the Guarantee and Collateral Agreement, such Intellectual Property Security Agreement or by law and if reasonably or as may be requested by the Collateral Administrative Agent, with respect to any Subsidiary other than an Immaterial Subsidiaryand (ii) if requested by the Administrative Agent, deliver to the Collateral Administrative Agent customary legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. (d) The Co-Collateral Agent shall not have any duties or obligations except those expressly set forth in Section 6.05 and Section 6.08. Without limiting the generality of the foregoing, the Co-Collateral Agent is not subject to any fiduciary or other implied duties, nor has any duty or obligation to any Lender or participant or any other Person as a result of the Co-Collateral Agent’s rights under Section 6.05 and Section 6.08.

Additional Collateral, etc. (aA) With respect to any Property property acquired after the Closing Date by the Company Customer or any its Subsidiary Guarantor (other than any property described in paragraphs (wB) any interest in real property and (C) below), or any Property described in paragraph (b) of this Section 6.08, (x) any Property subject to a Lien permitted by Section 7.03(g) or (y) Property acquired by an Excluded Subsidiary) Collateral as to which the Collateral Agent, for the benefit of the Secured Parties, IBM Credit does not have a perfected Lien, Customer or its Subsidiary shall promptly notify IBM Credit of such acquisition and agrees to (i) execute and deliver to the Collateral Agent IBM Credit such amendments to the Guarantee and Collateral this Agreement and or such other documents (including intellectual property security agreements) as the Collateral Agent reasonably IBM Credit deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured PartiesIBM Credit, a security interest in such Property property, (ii) in the case of Deposit Accounts, Letter of Credit Rights, and any other Collateral for which perfection must require "control" (within the meaning of the U.C.C.) or take any actions requested by IBM Credit to enable IBM Credit to obtain "control" (within the extent meaning of the U.C.C.) with respect thereto provided that Foothill has given prior written consent in its sole discretion permitting Customer to take any such Property actions, (iii) cause IBM Credit's name to be noted as secured party on any certificate of title for a titled good if such notation is deemed necessary or advisable by IBM Credit for the attachment, perfection or priority of, or the ability of a type that would constitute IBM Credit to enforce or realize on, IBM Credit's security interest in such Collateral (iv) comply with any Requirement of Law as to any Collateral if such compliance is deemed necessary or advisable by IBM Credit for the attachment, perfection or priority of, or the ability of IBM Credit to enforce or realize on, IBM Credit's security interest in such Collateral, (v) obtain consents and approvals from any Governmental Authority or other Person, including without limitation any consent of licensor, lessor or other Person obligated on Collateral, (vi) execute and deliver such documents, agreements, and instruments as may be required by IBM Credit to further evidence and perfect its security interests in all Intellectual Property, (vii) obtain waivers from mortgagees and landlords in form and substance satisfactory to IBM Credit, and (viii) except in the case of the Collateral described in clause (ii) above or in the Guarantee and Collateral Agreementcase of property described in paragraphs (B) and (iiC) below or any other Collateral as to which IBM Credit does not have a perfected Lien, take all actions reasonably necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, IBM Credit a perfected first priority security interest (subject, except in the case of the pledge of Capital Stock of any Subsidiary, to Liens permitted by Section 7.03) in such Property (to the extent required by the Guarantee and Collateral Agreement)property, including without limitation, the filing of Uniform Commercial Code U.C.C. financing statements and/or intellectual property security agreements in such jurisdictions as may be required by this Agreement or the Guarantee and Collateral Agreement Other Documents, or by law or as may be reasonably requested by the Collateral AgentIBM Credit. (bB) With respect If Customer shall at any time hold or acquire a Commercial Tort Claim, then Customer shall immediately notify IBM Credit in writing signed by Customer of the details thereof and grant to any fee simple IBM Credit in such writing a security interest therein and in any real property having a value (together with improvements thereof) of at least $5,000,000 acquired after the Closing Date by the Company or any Subsidiary Guarantor (or owned by any Person that becomes a Subsidiary Guarantor), the Company shall notify the Collateral Agent and the Co-Collateral Agent promptly after the Borrower obtains knowledge proceeds thereof, all upon the terms of this Agreement, with such writing to permit the Collateral Agent and the Co-Collateral Agent to comply with the Flood Insurance Laws, and within 90 days following the date of such acquisition of such real property or the date on which such Person becomes a Subsidiary Guarantor (or such longer period as the Collateral Agent and the Co-Collateral Agent shall reasonably agree or as may be reasonably required to permit completion of flood insurance diligence by the Collateral Agent and the Co-Collateral Agent), (i) execute and deliver a Mortgage in favor of the Collateral Agent, for the benefit of the Secured Parties, covering such real property, (ii) if requested by the Collateral Agent, deliver to the Collateral Agent (A) a lender’s title insurance policy, in form and substance reasonably acceptable to the Collateral Agent, insuring such Mortgage as a first lien on such Mortgaged Property (subject only to Liens permitted by Section 7.03), (B) an American Land Title Association/American Congress of Surveying and Mapping (ALTA/ACSM) form of survey by a duly registered and licensed land surveyor for which all necessary fees have been paid dated a date reasonably acceptable to the Collateral Agent, certified to the Collateral Agent and the title company in a manner reasonably satisfactory to the Collateral Agent, (C) to the extent required by Financial Institutions Reform, Recovery, and Enforcement Act of 1989, Pub.L. 101-73, ▇▇▇ ▇▇▇▇. ▇▇▇, enacted August 9, 1989, or any other applicable law, an appraisal, and (D) an opinion of local counsel reasonably satisfactory to the Collateral Agent. No later than 30 days (or such later date as the Collateral Agent or Co-Collateral Agent shall reasonably agree) prior to the date on which a Mortgage is executed and delivered pursuant to this Section 6.08(b), in order to comply with the Flood Laws, the Collateral Agent and the Co-Collateral Agent shall have received the following documents (collectively, the “Flood Documents”), in form and substance reasonably satisfactory thereto: (1) a completed standard “life of loan” flood hazard determination form (a “Flood Determination Form”), (2) if the improvement(s) to the applicable improved real property is located in a special flood hazard area, a notification to the Company (“Company Notice”) and (if applicable) notification to the Company that flood insurance coverage under the National Flood Insurance Program (“NFIP”) is not available because the community does not participate in the NFIP, (3) documentation evidencing the Company’s receipt of the Company Notice (e.g., countersigned Company Notice, return receipt of certified U.S. Mail, or overnight delivery), and (4) if the Company Notice is required to be given and flood insurance is available in the community in which the property is located, evidence of flood insurance reasonably satisfactory to the Collateral Agent and the Co-Collateral Agent (any of the foregoing being “Evidence of Flood Insurance”). Notwithstanding anything to the contrary contained herein, if either the Collateral Agent or the Co-Collateral Agent are unable or fail to complete flood insurance diligence to its reasonable satisfaction so as to permit the Company or any Subsidiary Guarantor to deliver a Mortgage as required by this Section 6.08(b), then so long as the Company or such Subsidiary Guarantor otherwise has complied with this Section 6.08(b), the Company or such Subsidiary Guarantor shall have no obligation hereunder to deliver such Mortgage (and no Event of Default shall be deemed to arise from the Company’s or such Subsidiary Guarantor’s failure to deliver such Mortgage) unless and until both the Collateral Agent and the Co-Collateral Agent completes such flood insurance diligence to their reasonable satisfaction (after which the Company or such Subsidiary Guarantor shall have a period of 30 additional days following written notification thereof to execute and deliver such Mortgage). If at any time while this Agreement is in effect Bank of America, N.A. ceases to be a Lender, then there shall no longer be a Co-Collateral Agent hereunder, and all consent or approval rights of Co-Collateral Agent contained in this Agreement (including, without limitation, in Section 6.05 and this Section 6.08(b)) shall be deemed to be satisfied by the consent or approval of the Collateral Agent; provided, however, that at any time thereafter, the Required Lenders may elect to designate and appoint a successor Co-Collateral Agent, which successor Co-Collateral Agent shall be (i) a Lender, (ii) a bank with an office in New York, New York, or an Affiliate of any such bank, and (iii) reasonably satisfactory to the Company, in which event such successor Co-Collateral Agent shall become vested with all the rights, powers, privileges and duties of the Co-Collateral Agent hereunderIBM Credit. (cC) With respect to any new Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date (whichby Customer or its Subsidiary, for and to the purposes extent not inconsistent with the terms of this paragraphthe Foothill Credit Agreement, shall include any existing Subsidiary that ceases to be an Excluded Subsidiary), by the Company or any of its Restricted Subsidiaries (other than by an Excluded Subsidiary), within 45 days following the date of such creation or acquisition (Customer or such longer period as the Collateral Agent shall reasonably agree)Subsidiary shall, upon IBM Credit's request: (i) execute and deliver to the Collateral Agent IBM Credit such amendments to the Guarantee and Collateral this Agreement as the Collateral Agent or any other documents that IBM Credit deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, IBM Credit a perfected first priority security interest in the Capital Stock capital stock of such new Subsidiary that is owned by the Company Customer or any Subsidiary Guarantor (to the extent such Capital Stock is of a type that would constitute Collateral as described in the Guarantee and Collateral Agreement)its Subsidiary, (ii) deliver to the Collateral Agent IBM Credit the certificates representing such Capital Stock (to the extent such Capital Stock is of a type that would constitute Collateral as described in the Guarantee and Collateral Agreement)capital stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of Customer or the Company or such Subsidiary Guarantorrelevant Subsidiary, as the case may be and (iii) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement and this Agreement, (B) to take such actions necessary or advisable to grant to the Collateral Agent for the benefit of the Secured Parties IBM Credit a perfected first priority security interest (subject, except in the case of the pledge of any Capital Stock of any Subsidiary, to Liens permitted by Section 7.03) in the Collateral described in the Guarantee and Collateral this Agreement with respect to such new Subsidiary to the extent required by the Guarantee and Collateral AgreementSubsidiary, including, without limitation, including the filing of Uniform Commercial Code U.C.C financing statements and intellectual property security agreements in such jurisdictions as may be required by the Guarantee and Collateral this Agreement or by law and if reasonably or as may be requested by the Collateral AgentIBM Credit and (C) to deliver to IBM Credit a certificate of such Subsidiary, in form and substance satisfactory to IBM Credit in its sole discretion, with respect appropriate insertions and attachments, evidencing that Subsidiary has obtained requisite corporate authorization to any Subsidiary other than an Immaterial Subsidiarybecome a party to this Agreement, is in compliance with all of Customer's representations and warranties in this Agreement and is in compliance with all applicable laws, rules, regulations, orders and judgments, noncompliance with which could result in a Material Adverse Effect, and (iv) if requested by IBM Credit, deliver to the Collateral Agent customary IBM Credit legal opinions relating to the matters described above. (d) The Co-Collateral Agent , which opinions shall not have any duties or obligations except those expressly set forth be in form and substance and from counsel, reasonably satisfactory to IBM Credit. Customer will comply, and cause all Subsidiaries of Customer to comply with Section 6.05 7 and Section 6.08. Without limiting the generality 8 of the foregoingthis Agreement, the Co-Collateral Agent is not subject as if such sections applied directly to any fiduciary or other implied duties, nor has any duty or obligation to any Lender or participant or any other Person as a result of the Co-Collateral Agent’s rights under Section 6.05 and Section 6.08such Subsidiaries.

Additional Collateral, etc. (a) With respect to any Property property (to the extent included in the definition of Collateral and not constituting Excluded Assets) acquired after the Closing Restatement Date by the Company any Loan Party or any Subsidiary Guarantor Enterasys (other than (wx) any interest in real property or any Property described in paragraph (b) of this Section 6.08or (c) below, and (xy) any Property property subject to a Lien expressly permitted by Section 7.03(g) or (y) Property acquired by an Excluded Subsidiary7.3(g)) as to which the Collateral Administrative Agent, for the ratable benefit of the Secured Parties, does not have a perfected Lien, promptly (i) execute and deliver to the Collateral Administrative Agent such amendments to the Guarantee and Collateral Agreement, the Enterasys Pledge Agreement and or such other documents (including intellectual property security agreements) as the Collateral Administrative Agent may reasonably deems deem necessary or advisable to evidence that such Loan Party is a Guarantor and to grant to the Collateral Administrative Agent, for the ratable benefit of the Secured Parties, a security interest in such Property (to the extent such Property is of a type that would constitute Collateral as described in the Guarantee and Collateral Agreement) 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 Secured Parties, a perfected first priority security interest (subject, except and Lien in the case of the pledge of Capital Stock of any Subsidiarysuch new Material Domestic Subsidiary that is owned directly or indirectly by the Borrower, to Liens permitted by Section 7.03(ii) in such Property (deliver to the extent 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 without limitation, the filing of Uniform Commercial Code financing statements and/or intellectual property security agreements in such jurisdictions as may be required by the Guarantee and Collateral Agreement 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 $5,000,000 acquired after the Closing Date by the Company or any Subsidiary Guarantor (or owned by any Person that becomes a Subsidiary Guarantor), the Company shall notify the Collateral Agent and the Co-Collateral Agent promptly after the Borrower obtains knowledge thereof, to permit the Collateral Agent and the Co-Collateral Agent to comply with the Flood Insurance Laws, and within 90 days following the date of such acquisition of such real property or the date on which such Person becomes a Subsidiary Guarantor (or such longer period as the Collateral Agent and the Co-Collateral Agent shall reasonably agree law or as may be reasonably required to permit completion of flood insurance diligence requested by the Collateral Administrative Agent and (C) to deliver to the Co-Collateral AgentAdministrative Agent a certificate of the secretary (or other equivalent officer) of such Material Domestic Subsidiary of the type described in Section 5.1(c), (i) execute and deliver a Mortgage in favor of form reasonably satisfactory to the Collateral Administrative Agent, for the benefit of the Secured Partieswith appropriate insertions and attachments, covering such real property, and (iiiv) if requested by the Collateral Administrative Agent, deliver to the Collateral Administrative Agent (A) a lender’s title insurance policylegal opinions addressing such matters as the Administrative Agent may reasonably specify, which opinions shall be in form and substance reasonably acceptable to the Collateral Agentsubstance, insuring such Mortgage as a first lien on such Mortgaged Property (subject only to Liens permitted by Section 7.03)and from counsel, (B) an American Land Title Association/American Congress of Surveying and Mapping (ALTA/ACSM) form of survey by a duly registered and licensed land surveyor for which all necessary fees have been paid dated a date reasonably acceptable to the Collateral Agent, certified to the Collateral Agent and the title company in a manner reasonably satisfactory to the Collateral Administrative Agent, (C) to the extent required by Financial Institutions Reform, Recovery, and Enforcement Act of 1989, Pub.L. 101-73, ▇▇▇ ▇▇▇▇. ▇▇▇, enacted August 9, 1989, or any other applicable law, an appraisal, and (D) an opinion of local counsel reasonably satisfactory to the Collateral Agent. No later than 30 days (or such later date as the Collateral Agent or Co-Collateral Agent shall reasonably agree) prior to the date on which a Mortgage is executed and delivered pursuant to this Section 6.08(b), in order to comply with the Flood Laws, the Collateral Agent and the Co-Collateral Agent shall have received the following documents (collectively, the “Flood Documents”), in form and substance reasonably satisfactory thereto: (1) a completed standard “life of loan” flood hazard determination form (a “Flood Determination Form”), (2) if the improvement(s) to the applicable improved real property is located in a special flood hazard area, a notification to the Company (“Company Notice”) and (if applicable) notification to the Company that flood insurance coverage under the National Flood Insurance Program (“NFIP”) is not available because the community does not participate in the NFIP, (3) documentation evidencing the Company’s receipt of the Company Notice (e.g., countersigned Company Notice, return receipt of certified U.S. Mail, or overnight delivery), and (4) if the Company Notice is required to be given and flood insurance is available in the community in which the property is located, evidence of flood insurance reasonably satisfactory to the Collateral Agent and the Co-Collateral Agent (any of the foregoing being “Evidence of Flood Insurance”). Notwithstanding anything to the contrary contained herein, if either the Collateral Agent or the Co-Collateral Agent are unable or fail to complete flood insurance diligence to its reasonable satisfaction so as to permit the Company or any Subsidiary Guarantor to deliver a Mortgage as required by this Section 6.08(b), then so long as the Company or such Subsidiary Guarantor otherwise has complied with this Section 6.08(b), the Company or such Subsidiary Guarantor shall have no obligation hereunder to deliver such Mortgage (and no Event of Default shall be deemed to arise from the Company’s or such Subsidiary Guarantor’s failure to deliver such Mortgage) unless and until both the Collateral Agent and the Co-Collateral Agent completes such flood insurance diligence to their reasonable satisfaction (after which the Company or such Subsidiary Guarantor shall have a period of 30 additional days following written notification thereof to execute and deliver such Mortgage). If at any time while this Agreement is in effect Bank of America, N.A. ceases to be a Lender, then there shall no longer be a Co-Collateral Agent hereunder, and all consent or approval rights of Co-Collateral Agent contained in this Agreement (including, without limitation, in Section 6.05 and this Section 6.08(b)) shall be deemed to be satisfied by the consent or approval of the Collateral Agent; provided, however, that at any time thereafter, the Required Lenders may elect to designate and appoint a successor Co-Collateral Agent, which successor Co-Collateral Agent shall be (i) a Lender, (ii) a bank with an office in New York, New York, or an Affiliate of any such bank, and (iii) reasonably satisfactory to the Company, in which event such successor Co-Collateral Agent shall become vested with all the rights, powers, privileges and duties of the Co-Collateral Agent hereunder. (c) With respect to any new First Tier Foreign Subsidiary (other than an Excluded Subsidiary) or any First Tier Foreign Subsidiary Holding Company, as applicable, created or acquired after the Closing Restatement Date (whichby any Loan Party or Enterasys, for the purposes of this paragraph, shall include any existing Subsidiary that ceases to be an Excluded Subsidiary), by the Company or any of its Restricted Subsidiaries (other than by an Excluded Subsidiary), within 45 days following the date of such creation or acquisition (or such longer period as the Collateral Agent shall reasonably agree), promptly (i) execute and deliver to the Collateral Administrative Agent such amendments to the Guarantee and Collateral Agreement or the Enterasys Pledge Agreement as the Collateral Administrative Agent reasonably deems necessary or advisable to grant to the Collateral Administrative Agent, for the ratable benefit of the Secured Parties, a perfected first priority security interest and Lien in the Capital Stock of such new First Tier Foreign Subsidiary or First Tier Foreign Subsidiary Holding Company, as applicable, that is owned by any such Loan Party or Enterasys (provided that in no event shall more than 65% of the Company or any Subsidiary Guarantor (to the extent such total outstanding voting Capital Stock is of a type that would constitute Collateral 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 described in the Guarantee and Collateral Agreementapplicable, be required to be so pledged), (ii) deliver to the Collateral Administrative Agent the certificates representing such Capital Stock (to the extent such Capital Stock is of a type that would constitute Collateral as described in the Guarantee and Collateral Agreementif certificated), together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Company relevant Loan Party or Enterasys, and take such Subsidiary Guarantorother action (including, as applicable, the case delivery of any Foreign Pledge Documents reasonably requested by the Administrative Agent) as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein, and (iii) if reasonably requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. (d) Each Loan Party shall use commercially reasonable efforts to obtain a landlord’s agreement or bailee letter, as applicable, from the lessor of its headquarters location and from the lessor of or the bailee related to any other location where in excess of $750,000 of Collateral is stored or located, in each case, if requested by the Administrative Agent, which agreement or letter, in any such case, shall contain a waiver or subordination of all Liens or claims that the landlord or bailee may assert against the Collateral at that location, and shall otherwise be reasonably satisfactory in form and substance to the Administrative Agent. After the Restatement Date, no real property or warehouse space shall be leased by any Loan Party and no Inventory shall be shipped to a processor or converter under arrangements established after the Restatement Date, without the prior written consent of the Administrative Agent or unless and until a reasonably satisfactory landlord agreement or bailee letter, as appropriate, if requested by the Administrative Agent, shall first have been obtained with respect to such location. Each Loan Party shall pay and perform its material obligations under all leases and other agreements with respect to each leased location or public warehouse where any Collateral is or may be located. (e) Not later than 120 days (or such longer period as the Administrative Agent may agree in writing in its discretion) after (i) any Material Real Property is acquired by a Loan Party after the Restatement Date or (ii) an entity becomes a Loan Party if such entity owns Material Real Property at the time it becomes a Loan Party, cause such new Subsidiary Material Real Property to be subject to a Lien and Mortgage in favor of the Administrative Agent for the benefit of the Secured Parties and take, or cause the relevant Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect or record such Lien, in each case to the extent required by, and subject to the limitations and exceptions of, the Loan Documents and to otherwise comply with the requirements of the Loan Documents. Notwithstanding anything to the contrary contained in this Section 6.11(e), prior to the execution of any Mortgage for any such Material Real Property, (x) the Borrower shall deliver to the Administrative Agent advance notice of the address of any such Material Real Property and (y) the Administrative Agent shall provide the Lenders with at least 45 days’ prior written notice of the address of such Material Real Property (it being understood that the Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into the accuracy of any such address, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to provide any such notice). (f) With respect to the Irish Guarantor, promptly (i) cause the Irish Guarantor (A) to become a party to the Guarantee and Collateral Agreement as a Grantor and a Guarantor thereunder, (B) to take such actions as are necessary or advisable in the opinion of the Administrative Agent to grant to the Collateral Administrative Agent for the ratable benefit of the Secured Parties a perfected first priority security interest (subject, except in the case of the pledge of any Capital Stock of any Subsidiary, to Liens permitted by Section 7.03) and Lien in the Collateral described in the Guarantee and Collateral Agreement Agreement, with respect to such new Subsidiary to the extent required by the Guarantee and Collateral AgreementIrish Guarantor, including, without limitation, including the filing of Uniform Commercial Code financing statements and intellectual property security agreements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law and if or as may be reasonably requested by the Collateral Administrative Agent, and the filing of Form C1 with the Irish Companies Registration Office, the filing of a notification with the Revenue Commissioners of Ireland in accordance with section 1001 of the Irish Taxes Consolidation ▇▇▇ ▇▇▇▇, and take such other action (including, as applicable, the delivery of any foreign law security documents reasonably requested by the Administrative Agent) as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein and (C) to deliver to the Administrative Agent a certificate of the secretary (or other equivalent officer) of the Irish Guarantor of the type described in Section 5.1(c), in form reasonably satisfactory to the Administrative Agent, with respect to any Subsidiary other than an Immaterial Subsidiaryappropriate insertions and attachments, and (iii) deliver to the Collateral Administrative Agent customary legal opinions relating 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 matters described above. (d) The Co-Collateral Agent shall not have any duties or obligations except those expressly set forth in Section 6.05 and Section 6.08Administrative Agent. Without limiting the generality of Notwithstanding the foregoing, the Co-Collateral Administrative Agent shall not enter into any Mortgage in respect of any real property acquired by any Loan Party after the Closing Date until the date that occurs thirty (30) days after the Administrative Agent has delivered to the Lenders (which may be delivered electronically) the following documents in respect of such real property: (i) a completed flood hazard determination from a third party vendor; (ii) if such real property is located in a “special flood hazard area”, (A) a notification to the Borrower (or applicable Loan Party) of that fact and (if applicable) notification to the Borrower that flood insurance coverage is not subject to any fiduciary or other implied duties, nor has any duty or obligation to any Lender or participant or any other Person as a result available and (B) evidence of the Co-Collateral Agent’s rights under Section 6.05 receipt by the Borrower of such notice; and Section 6.08(iii) if such notice is required to be provided to the Borrower and flood insurance is available in the community in which such real property is located, evidence of required flood insurance.

Additional Collateral, etc. (a) With respect to any Property acquired after the Restatement Closing Date by the Company Parent, the Borrower or any Subsidiary Guarantor (other than (u) personal property as to which the Administrative Agent, 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 Unrestricted Subsidiary organized under the laws of any jurisdiction outside the United States, (w) any interest in real property or any Property described in paragraph (bc) or (d) of this Section 6.08Section, (x) any interest in real property, (y) any foreign intellectual property and (z) any Property subject to a Lien permitted by Section 7.03(g7.3(g), (k) or (y) Property acquired by an Excluded Subsidiarym)) as to which the Collateral Administrative Agent, for the benefit of the Secured Parties, does not have a perfected LienLien to the extent required pursuant to the Guarantee and Collateral Agreement, promptly (i) execute and deliver to the Collateral Administrative Agent such amendments to the Guarantee and Collateral Agreement and or such other documents (including intellectual property security agreements) as the Collateral Administrative Agent reasonably deems necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the Secured Parties, a security interest in such Property (to the extent such Property is of a type that would constitute Collateral as described in the Guarantee and Collateral Agreement) and (ii) take all actions reasonably necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest (subject, except in the case of the pledge of Capital Stock of any Subsidiary, subject to Liens permitted by Section 7.03) in such Property (to the extent required by the Guarantee and Collateral Agreement)) security interest in such Property, including without limitation, the filing of Uniform Commercial Code financing statements 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 Administrative Agent. (b) With respect to (i) any fee simple interest in any real property having a value (together with improvements thereof) of at least $5,000,000 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 Company Parent, the Borrower or any Subsidiary Guarantor (which, for purposes of this paragraph, shall include any such property owned or owned leased by any Person that 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 Restatement Closing Date by the Parent, the Borrower or any Subsidiary Guarantor (in each case other than any such real property subject to a Lien expressly permitted by Section 7.3(g), (k) or (m)), if, at the Company shall notify time of such acquisition or lease commencement, the Collateral Agent aggregate value of all leasehold and fee-owned real property of the Borrower and the Co-Collateral Agent promptly after 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) is less than 250125% of the Assumed Loan Amount (provided that, notwithstanding the foregoing requirement, the Parent, the Borrower obtains knowledge thereofand the Subsidiary Guarantors may elect to exclude leasehold interests in real property and fee-owned real property, to permit the Collateral Agent extent that such leasehold interests and fee interests (i) have an aggregate value, measured at the Co-Collateral Agent to comply time of any such election, not in excess of $150,000,000 (valued in accordance with the Flood Insurance LawsSchedule 6.9(b)-1) or (ii) are listed on Schedule 6.9(b)-2), and within then no later than 90 days following after the date of such acquisition of such real property or the date on which such Person becomes a Subsidiary Guarantor lease commencement: (or such longer period as the Collateral Agent and the Co-Collateral Agent shall reasonably agree or as may be reasonably required to permit completion of flood insurance diligence by the Collateral Agent and the Co-Collateral Agent), (iA) execute and deliver a first priority Mortgage in favor of the Collateral Administrative Agent, for the benefit of the Secured Parties, covering such real property, subject to any Liens permitted by Section 7.3; (iiB) if requested by the Collateral Administrative Agent, deliver provide the Lenders with (w) a title and extended coverage insurance covering such real property in an amount at least equal to the Collateral Agent purchase price of such real property (A) a lender’s title insurance policy, or such other amount as shall be reasonably specified by thesearch showing no Liens other than Liens permitted under Section 7.3 and otherwise in form and substance reasonably acceptable to the Collateral Administrative Agent, insuring such Mortgage as a first lien on such Mortgaged Property (subject only to Liens permitted by Section 7.03), (B) as well as an American Land Title Association/American Congress of Surveying and Mapping (ALTA/ACSM) form of ALTA survey by thereof, together with a duly registered and licensed land surveyor for which all necessary fees have been paid dated a date reasonably acceptable to the Collateral Agent, certified to the Collateral Agent and the title company in a manner reasonably satisfactory to the Collateral Agentsurveyor’s certificate, (Cx) to any consents or estoppels reasonably deemed necessary or advisable by the extent required by Financial Institutions ReformAdministrative Agent in connection with such Mortgage, Recovery, and Enforcement Act each of 1989, Pub.L. 101-73, ▇▇▇ ▇▇▇▇. ▇▇▇, enacted August 9, 1989, or any other applicable law, an appraisal, and (D) an opinion of local counsel reasonably satisfactory to the Collateral Agent. No later than 30 days (or such later date as the Collateral Agent or Co-Collateral Agent shall reasonably agree) prior to the date on which a Mortgage is executed and delivered pursuant to this Section 6.08(b), in order to comply with the Flood Laws, the Collateral Agent and the Co-Collateral Agent shall have received the following documents (collectively, the “Flood Documents”), foregoing in form and substance reasonably satisfactory thereto: to the Administrative Agent, (1y) 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 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) deliver to the Administrative Agent a completed standard “life of loanLife-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to such Mortgaged Property (together with a notice about special flood hazard determination form (a “Flood Determination Form”), (2area status and flood disaster assistance duly executed by the Borrower and each Loan Party relating thereto) and if the improvement(s) to the applicable improved real property any such Mortgaged Property is located in a special flood hazard area, a notification to the Company (“Company Notice”) and (if applicable) notification to the Company that flood insurance coverage under the National Flood Insurance Program (“NFIP”) is not available because the community does not participate in the NFIP, (3) documentation evidencing the Company’s receipt of the Company Notice (e.g., countersigned Company Notice, return receipt of certified U.S. Mail, or overnight delivery), and (4) if the Company Notice is required to be given and flood insurance is available in the community in which the property is located, evidence of flood insurance in form and amount reasonably satisfactory to the Collateral 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 the Co-Collateral Administrative Agent described in the preceding clause (any 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, conferring on the Administrative Agent rights of default notice, cure opportunity and such other leasehold lender protections as the Administrative Agent may reasonably require. Notwithstanding the foregoing, the Administrative Agent may extend the date for, or waive, in whole or in part, the foregoing being “Evidence of Flood Insurance”). Notwithstanding anything to the contrary contained herein, if either the Collateral Agent or the Co-Collateral Agent are unable or fail to complete flood insurance diligence to deliveries in its reasonable satisfaction so as to permit the Company or any Subsidiary Guarantor to deliver a Mortgage as required by this Section 6.08(b), then so long as the Company or such Subsidiary Guarantor otherwise has complied with this Section 6.08(b), the Company or such Subsidiary Guarantor shall have no obligation hereunder to deliver such Mortgage (and no Event of Default shall be deemed to arise from the Company’s or such Subsidiary Guarantor’s failure to deliver such Mortgage) unless and until both the Collateral Agent and the Co-Collateral Agent completes such flood insurance diligence to their reasonable satisfaction (after which the Company or such Subsidiary Guarantor shall have a period of 30 additional days following written notification thereof to execute and deliver such Mortgage). If at any time while this Agreement is in effect Bank of America, N.A. ceases to be a Lender, then there shall no longer be a Co-Collateral Agent hereunder, and all consent or approval rights of Co-Collateral Agent contained in this Agreement (including, without limitation, in Section 6.05 and this Section 6.08(b)) shall be deemed to be satisfied by the consent or approval of the Collateral Agent; provided, however, that at any time thereafter, the Required Lenders may elect to designate and appoint a successor Co-Collateral Agent, which successor Co-Collateral Agent shall be (i) a Lender, (ii) a bank with an office in New York, New York, or an Affiliate of any such bank, and (iii) reasonably satisfactory to the Company, in which event such successor Co-Collateral Agent shall become vested with all the rights, powers, privileges and duties of the Co-Collateral Agent hereundersole discretion. (c) With respect to 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 Excluded Unrestricted Subsidiary), by the Company Parent, the Borrower or any of its Restricted Subsidiaries (other than by an Excluded Subsidiary)Subsidiary Guarantor, within 45 days following the date of such creation or acquisition (or such longer period as the Collateral Agent shall reasonably agree), promptly (i) execute and deliver to the Collateral Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Collateral Administrative Agent deems necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by the Company Parent, the Borrower or any Subsidiary Guarantor (to the extent other than any such Capital Stock is of subject to a type that would constitute Collateral as described in Lien expressly permitted by Section 7.3(m)), subject to the Liens permitted by the Guarantee and Collateral Agreement), (ii) deliver to the Collateral Administrative Agent the certificates representing such Capital Stock (to the extent such Capital Stock is of a type that would constitute Collateral as described in the Guarantee and Collateral Agreement)Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Company Parent, the Borrower or such Subsidiary Guarantor, as the case may be and be, (iii) if such new Subsidiary is a Wholly Owned Subsidiary, 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 Collateral Administrative Agent for the benefit of the Secured Parties a perfected first priority security interest (subject, except in the case of the pledge of any Capital Stock of any Subsidiary, to Liens permitted by Section 7.03) in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary Subsidiary, subject to the extent required Liens permitted by the Guarantee and Collateral Agreement, including, without limitation, the filing of Uniform Commercial Code financing statements and intellectual property security agreements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law and if reasonably or as may be requested by the Collateral Administrative Agent, with respect to any Subsidiary other than an Immaterial Subsidiaryand (iv) if requested by the Administrative Agent, deliver to the Collateral Administrative Agent customary legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. (d) The Co-With respect to any new Class II Restricted Subsidiary or CFC Class II Holdco created or acquired after the Restatement Closing Date by the Parent, the Borrower or any Subsidiary Guarantor (which, for purposes of this paragraph (d), shall include any Unrestricted Subsidiary that becomes a Class II Restricted Subsidiary), promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems necessary or advisable in order to grant to the Administrative Agent, for the benefit of the 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 new Subsidiary that is owned by the Parent, the Borrower or any Subsidiary Guarantor (other than any such Capital Stock subject to a Lien expressly permitted by Section 7.3(m)) (provided that in no event shall more than 65% of the total outstanding Capital Stock of any such new Class II Restricted Subsidiary or CFC Class II Holdco be required to be so pledged), (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Parent, 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 Lien of the Administrative Agent thereon, and (iii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. (e) Notwithstanding anything else to the contrary contained in this Section or elsewhere in the Agreement, perfection of Collateral shall not have any duties be required where either the burden or obligations except those expressly set forth costs of perfecting a security interest, lien or mortgage is reasonably determined by the Administrative Agent to be excessive in Section 6.05 and Section 6.08. Without limiting relation to the generality of benefit afforded to the foregoing, the Co-Collateral Agent is not subject to any fiduciary or other implied duties, nor has any duty or obligation to any Lender or participant or any other Person as a result of the Co-Collateral Agent’s rights under Section 6.05 and Section 6.08Lenders thereby.

Additional Collateral, etc. (a) With respect to any Property Collateral acquired after the Closing Date or, in the case of inventory or equipment, any material Collateral moved after the Closing Date by the Company Borrower or any Subsidiary Guarantor other Loan Party (other than (w) any interest in real property or any Property Collateral described in paragraph paragraphs (b), (c) or (d) of this Section 6.08, (x) any Property subject to a Lien permitted by Section 7.03(g) or (y) Property acquired by an Excluded SubsidiarySection) as to which the Collateral Agent, for the benefit of the 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, within 20 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 and or such other documents (including intellectual property security agreements) Security Documents as the Collateral Agent reasonably deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a security interest in such Property (to the extent such Property is of a type that would constitute Collateral as described in the Guarantee and Collateral Agreement) and (ii) promptly following the Administrative Agent’s or the Collateral Agent’s request, take all actions reasonably necessary or advisable to grant to to, or continue on behalf of, the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest (subject, except in the case of the pledge of Capital Stock of any Subsidiary, subject to Liens expressly permitted by Section 7.036.02) in such Property (to the extent required by the Guarantee and Collateral Agreement)Collateral, including without limitation, the filing of Uniform Commercial Code UCC financing statements 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 Administrative Agent or the Collateral Agent. (b) With respect to any (x) fee simple interest in any real property having a value Collateral consisting of material Real Property (together as determined by Administrative Agent and (y) lease of Collateral consisting of Real Property with improvements thereof) an annual base rent in excess of at least $5,000,000 2,500,000 after the expiration of any rent abatement or free rent period, acquired or leased after the Closing Date by the Company Borrower or any Subsidiary Guarantor other Loan Party and promptly (or owned by and, in any Person that becomes a Subsidiary Guarantor)event, the Company shall notify the Collateral Agent and the Co-Collateral Agent promptly after the Borrower obtains knowledge thereof, to permit the Collateral Agent and the Co-Collateral Agent to comply with the Flood Insurance Laws, and within 90 20 days following the date of such acquisition acquisition, in the case of such real property or the date on which such Person becomes a Subsidiary Guarantor clause (or such longer period as the Collateral Agent and the Co-Collateral Agent shall reasonably agree or as may be reasonably required to permit completion of flood insurance diligence by the Collateral Agent and the Co-Collateral Agentx), ) (i) execute and deliver or, in the case of clause (y), use commercially reasonable efforts to execute and deliver, a first priority (subject to Liens expressly permitted by Section 6.02) Mortgage in favor of the Collateral Agent, for the benefit of the Secured Parties, covering such real propertyReal Property and complying with the provisions herein and in the Security Documents, (ii) provide or, in the case of clause (y), use commercially reasonable efforts to provide, the Secured Parties with title and extended coverage insurance in an amount at least equal to the purchase price of such 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 requested by the Administrative Agent, (iii) if requested by the Collateral Administrative Agent, deliver to the Administrative Agent and the Collateral Agent (A) a lender’s title insurance policylegal opinions relating to the matters described above, which opinions shall be in form and substance substance, and from counsel, reasonably acceptable satisfactory to the Collateral Agent, insuring such Mortgage as a first lien on such Mortgaged Property (subject only to Liens permitted by Section 7.03), (B) an American Land Title Association/American Congress of Surveying Administrative Agent and Mapping (ALTA/ACSM) form of survey by a duly registered and licensed land surveyor for which all necessary fees have been paid dated a date reasonably acceptable to the Collateral Agent, certified to the Collateral Agent and the title company in a manner reasonably satisfactory (iv) deliver to the Collateral Agent, (C) to the extent required by Financial Institutions Reform, RecoveryAdministrative Agent a notice identifying, and Enforcement Act of 1989upon the Administrative Agent’s request and subject to any contractual restrictions contained therein, Pub.L. 101-73provide a copy of, ▇▇▇ ▇▇▇▇. ▇▇▇the consultant’s reports, enacted August 9, 1989, environmental site assessments or other documents relied upon by the Borrower or any other applicable law, an appraisal, and (D) an opinion Loan Party to determine that any such Real Property included in such Collateral does not contain Hazardous Materials of local counsel a form or type or in a quantity or location that could reasonably satisfactory be expected to result in a material Environmental Liability. Holdings or the Borrower shall use commercially reasonable efforts to deliver to the Collateral Agent. No later than 30 days (or Administrative Agent estoppel certificates from the landlord with respect to each leased Mortgaged Property, confirming the nonexistence of any default thereunder and certain other information with respect to such later date as lease, each of the Collateral Agent or Co-Collateral Agent shall reasonably agree) prior to the date on which a Mortgage is executed and delivered pursuant to this Section 6.08(b), in order to comply with the Flood Laws, the Collateral Agent and the Co-Collateral Agent shall have received the following documents (collectively, the “Flood Documents”), foregoing in form and substance reasonably satisfactory thereto: (1) a completed standard “life of loan” flood hazard determination form (a “Flood Determination Form”), (2) if the improvement(s) to the applicable improved real property is located in a special flood hazard area, a notification to the Company (“Company Notice”) and (if applicable) notification to the Company that flood insurance coverage under the National Flood Insurance Program (“NFIP”) is not available because the community does not participate in the NFIP, (3) documentation evidencing the Company’s receipt of the Company Notice (e.g., countersigned Company Notice, return receipt of certified U.S. Mail, or overnight delivery), and (4) if the Company Notice is required to be given and flood insurance is available in the community in which the property is located, evidence of flood insurance reasonably satisfactory to the Collateral Administrative Agent and the Co-Collateral Agent (any of the foregoing being “Evidence of Flood Insurance”). Notwithstanding anything to the contrary contained herein, if either the Collateral Agent or the Co-Collateral Agent are unable or fail to complete flood insurance diligence to its reasonable satisfaction so as to permit the Company or any Subsidiary Guarantor to deliver a Mortgage as required by this Section 6.08(b), then so long as the Company or such Subsidiary Guarantor otherwise has complied with this Section 6.08(b), the Company or such Subsidiary Guarantor shall have no obligation hereunder to deliver such Mortgage (and no Event of Default shall be deemed to arise from the Company’s or such Subsidiary Guarantor’s failure to deliver such Mortgage) unless and until both the Collateral Agent and the Co-Collateral Agent completes such flood insurance diligence to their reasonable satisfaction (after which the Company or such Subsidiary Guarantor shall have a period of 30 additional days following written notification thereof to execute and deliver such Mortgage). If at any time while this Agreement is in effect Bank of America, N.A. ceases to be a Lender, then there shall no longer be a Co-Collateral Agent hereunder, and all consent or approval rights of Co-Collateral Agent contained in this Agreement (including, without limitation, in Section 6.05 and this Section 6.08(b)) shall be deemed to be satisfied by the consent or approval of the Collateral Agent; provided, however, that at any time thereafter, the Required Lenders may elect to designate and appoint a successor Co-Collateral Agent, which successor Co-Collateral Agent shall be (i) a Lender, (ii) a bank with an office in New York, New York, or an Affiliate of any such bank, and (iii) reasonably satisfactory to the Company, in which event such successor Co-Collateral Agent shall become vested with all the rights, powers, privileges and duties of the Co-Collateral Agent hereunder. (c) With respect to any new Subsidiary (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 Subsidiary), Foreign Subsidiary at any time after the Closing Date) by the Company Borrower or any of its Restricted Subsidiaries the Subsidiaries, promptly (other than by an Excluded Subsidiary)and, in any event, within 45 20 days following such creation or the date of such creation or acquisition (or such longer period as the Collateral Agent shall reasonably agree), 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 or the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the 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 Equity Interests in such new Subsidiary that are owned by the Borrower or any of the Subsidiaries, (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 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 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, for the benefit of the Secured Parties, a perfected first priority security interest (subject to Liens expressly permitted by Section 6.02) in the Capital Stock of such new Subsidiary that is owned by the Company or any Subsidiary Guarantor (to the extent such Capital Stock is of a type that would constitute Collateral as 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 UCC financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement, the Intellectual Property Security Agreement or by law or as may be 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 any Excluded Foreign Subsidiary created or acquired after the Closing Date directly by the Borrower or any of its Domestic Subsidiaries, promptly (and, in any event, within 60 days following such creation or the date of such acquisition) (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent or the Collateral Agent deems necessary or advisable in order to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest (subject to Liens expressly permitted by clauses (b) or (d) of Section 6.02) in the Equity Interests in such new Excluded Foreign Subsidiary that is directly owned by the Borrower or any of its Domestic Subsidiaries (provided that in no event shall more than 65% of the total outstanding voting Equity Interests in any such new Excluded Foreign Subsidiary be required to be so pledged), (ii) deliver to the Collateral Agent the certificates (if applicable) representing such Capital Stock (to the extent such Capital Stock is of a type that would constitute Collateral as described in the Guarantee and Collateral Agreement)Equity Interests, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Company Borrower or such Subsidiary GuarantorDomestic 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 security interest of the Collateral Agent thereon and (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 Collateral Agent for the benefit of the Secured Parties a perfected first priority security interest (subject, except in the case of the pledge of any Capital Stock of any Subsidiary, to Liens permitted by Section 7.03) in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary to the extent required by the Guarantee and Collateral Agreement, including, without limitation, the filing of Uniform Commercial Code financing statements and intellectual property security agreements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law and if reasonably requested by the Collateral Administrative Agent, with respect to any Subsidiary other than an Immaterial Subsidiary, deliver to the Administrative Agent and the Collateral Agent customary legal opinions relating to the matters described above. (d) The Co-Collateral , which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent shall not have any duties or obligations except those expressly set forth in Section 6.05 and Section 6.08. Without limiting the generality of the foregoing, the Co-Collateral Agent is not subject to any fiduciary or other implied duties, nor has any duty or obligation to any Lender or participant or any other Person as a result of the Co-Collateral Agent’s rights under Section 6.05 and Section 6.08.

Additional Collateral, etc. (a) With respect to any Property Collateral acquired after the Closing Date or with respect to any property or asset which becomes Collateral pursuant to the definition thereof after the Closing Date or, in the case of inventory or equipment that is part of the Collateral, any material Collateral moved after the Closing Date by the Company Borrower or any Subsidiary Guarantor other Loan Party (other than (w) any interest in real property or any Property Collateral described in paragraph paragraphs (b), (c) or (d) of this Section 6.08, (x) any Property subject to a Lien permitted by Section 7.03(g) or (y) Property acquired by an Excluded SubsidiarySection) as to which the Collateral AgentTrustee, for the benefit of the Secured Parties, does not have a perfected Liensecurity interest, promptly (and, in any event, within 20 Business Days following the date of such acquisition or designation) (i) execute and deliver to the Administrative Agent, the Collateral Agent and the Collateral Trustee such amendments to the Guarantee and Collateral Agreement and or such other documents (including intellectual property security agreements) Security Documents as the Collateral Agent reasonably 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 Secured Parties, a security interest in such Property (to the extent such Property is of a type that would constitute Collateral as described in the Guarantee and Collateral Agreement) and (ii) take all actions reasonably necessary or advisable reasonably requested by the Administrative Agent to grant to the Collateral AgentTrustee, for the benefit of the Secured Parties, a perfected (subject to the limitations set forth in Section 3.19) first priority security interest in such Collateral (subjectother than any Excluded Perfection Assets and, except with respect to Pledged Securities in the case possession of the pledge Collateral Trustee, subject to Permitted Liens, and in respect of Capital Stock Pledged Securities in the possession of any Subsidiarythe Collateral Trustee, to the Permitted Liens permitted by Section 7.03set forth in clauses (h) in such Property and (to ff) of the extent required by the Guarantee and Collateral Agreementdefinition thereof), including without limitation, the filing of Uniform Commercial Code UCC financing statements 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 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 simple interest in any Collateral consisting of real property having a value (together with improvements thereof) or any lease of at least $5,000,000 Collateral consisting of real property acquired or leased after the Closing Date by the Company Borrower or any Subsidiary Guarantor other Loan Party or which becomes Collateral pursuant to the definition thereof (or owned by other than any Person that becomes a Subsidiary GuarantorExcluded Perfection Assets), the Company shall notify the Collateral Agent and the Co-Collateral Agent promptly after the Borrower obtains knowledge thereof(and, to permit the Collateral Agent and the Co-Collateral Agent to comply with the Flood Insurance Lawsin any event, and within 90 60 days following the date of such acquisition of such real property or the date on which such Person becomes a Subsidiary Guarantor (or such longer period as the Collateral Agent and the Co-Collateral Agent shall reasonably agree or as may be reasonably required consented to permit completion of flood insurance diligence by the Collateral Administrative Agent and the Co-Collateral Agent), in its sole discretion) (i) execute and deliver a first priority Mortgage in favor of the Collateral AgentTrustee, for the benefit of the Secured Parties, covering such real propertyproperty and complying with the provisions herein and in the Security Documents, (ii) provide the Secured Parties with (A) title and extended coverage insurance (or, if requested approved by the Collateral 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, deliver to the Collateral Agent or the Collateral Trustee, which may be the value of the generation assets, if applicable, situated thereon), together with such endorsements as are reasonably required by the Administrative Agent, the Collateral Agent or the Collateral Trustee and are obtainable in the State in which such Mortgaged Property is located, as well as a current ALTA survey thereof complying with the requirements set forth in Schedule 5.09(b) and all of the other provisions herein and in the Security Documents, together with a surveyor’s certificate and (AB) a lender’s title insurance policyany consents or estoppels reasonably deemed necessary or advisable by the Administrative Agent, the Collateral Agent or the Collateral Trustee in connection with such Mortgage, each of the foregoing in form and substance reasonably acceptable to the Collateral Agent, insuring such Mortgage as a first lien on such Mortgaged Property (subject only to Liens permitted by Section 7.03), (B) an American Land Title Association/American Congress of Surveying and Mapping (ALTA/ACSM) form of survey by a duly registered and licensed land surveyor for which all necessary fees have been paid dated a date reasonably acceptable to the Collateral Agent, certified to the Collateral Agent and the title company in a manner reasonably satisfactory to the Collateral Administrative Agent, (C) to the extent required by Financial Institutions Reform, Recovery, and Enforcement Act of 1989, Pub.L. 101-73, ▇▇▇ ▇▇▇▇. ▇▇▇, enacted August 9, 1989, or any other applicable law, an appraisal, and (D) an opinion of local counsel reasonably satisfactory to the Collateral Agent. No later than 30 days (or such later date as the Collateral Agent or Co-Collateral Agent shall reasonably agree) prior to the date on which a Mortgage is executed and delivered pursuant to this Section 6.08(b), in order to comply with the Flood Laws, the Collateral Agent and the CoCollateral Trustee, (iii) if any such Collateral (other than any Excluded Perfection Assets) consisting of fee-Collateral 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 shall have received the following documents (collectively, the “Flood Documents”), in form and substance reasonably satisfactory thereto: 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 completed standard “life of loan” standard flood hazard determination form with respect to such Collateral and (C) a “Flood Determination Form”)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, (2iv) if reasonably requested by the improvement(s) Administrative Agent, deliver to the applicable improved real property is located in a special flood hazard areaAdministrative Agent, a notification to the Company (“Company Notice”) and (if applicable) notification to the Company that flood insurance coverage under the National Flood Insurance Program (“NFIP”) is not available because the community does not participate in the NFIP, (3) documentation evidencing the Company’s receipt of the Company Notice (e.g., countersigned Company Notice, return receipt of certified U.S. Mail, or overnight delivery), and (4) if the Company Notice is required to be given and flood insurance is available in the community in which the property is located, evidence of flood insurance reasonably satisfactory to the Collateral Agent and the Co-Collateral Agent (any of the foregoing being “Evidence of Flood Insurance”). Notwithstanding anything Trustee legal opinions relating to the contrary contained hereinmatters described above, if either the Collateral Agent or the Co-Collateral Agent are unable or fail to complete flood insurance diligence to its reasonable satisfaction so as to permit the Company or any Subsidiary Guarantor to deliver a Mortgage as required by this Section 6.08(b), then so long as the Company or such Subsidiary Guarantor otherwise has complied with this Section 6.08(b), the Company or such Subsidiary Guarantor shall have no obligation hereunder to deliver such Mortgage (and no Event of Default which opinions shall be deemed in form and substance, and from counsel, reasonably satisfactory to arise from the Company’s or such Subsidiary Guarantor’s failure to deliver such Mortgage) unless and until both Administrative Agent, the Collateral Agent and the Co-Collateral Trustee and (v) deliver to the Administrative Agent completes a notice identifying the consultant’s reports, environmental site assessments or other documents relied upon by the Borrower or any other Loan Party to determine that any such flood insurance diligence 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 their reasonable satisfaction (after which determine that the Company or operations on any such Subsidiary Guarantor shall have a period of 30 additional days following written notification thereof to execute and deliver real property included in such Mortgage). If at any time while this Agreement Collateral is in effect Bank of America, N.A. ceases to be a Lender, then there shall no longer be a Co-Collateral Agent hereunder, and all consent or approval rights of Co-Collateral Agent contained in this Agreement (including, without limitation, in Section 6.05 and this Section 6.08(b)) shall be deemed to be satisfied by the consent or approval of the Collateral Agent; provided, however, that at any time thereafter, the Required Lenders may elect to designate and appoint a successor Co-Collateral Agent, which successor Co-Collateral Agent shall be (i) a Lender, (ii) a bank compliance with an office in New York, New York, or an Affiliate of any such bank, and (iii) reasonably satisfactory Environmental Law except to the Companyextent any non-compliance could not, reasonably be expected to result in which event such successor Co-Collateral Agent shall become vested with all the rights, powers, privileges and duties of the Co-Collateral Agent hereundera material Environmental Liability. (c) With respect to 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 Company Borrower or any of its Restricted Subsidiaries the Subsidiaries, promptly (other than by an Excluded Subsidiary)and, in any event, within 45 20 days following such creation or the date of such creation or acquisition (or such longer period as the Collateral Agent shall reasonably agreeacquisition), (i) execute and deliver to the Administrative Agent, the Collateral Agent and the Collateral Trustee such amendments to the Guarantee and Collateral Agreement as the Administrative Agent, the Collateral Agent or the Collateral Trustee deems necessary or reasonably advisable to grant to the Collateral Trustee, for the benefit of the Secured Parties, a valid, perfected first priority security interest in the Equity Interests in such new Subsidiary that are owned by the Borrower or any of the Subsidiaries, (ii) deliver to the Collateral Trustee the certificates, if any, representing such Equity Interests, together with undated instruments of transfer or stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Subsidiary, as the case may be, (iii) cause such new Subsidiary that is not an Excluded Subsidiary or an Unrestricted Subsidiary (A) to become a party to the Guarantee and Collateral Agreement to, among other things, provide Guarantees of the Guaranteed Obligations hereunder, the Collateral Trust Agreement and the Intellectual Property Security Agreements and (B) to take such actions necessary or reasonably requested by the Administrative Agent to grant to the Collateral Trustee, for the benefit of the Secured Parties, a perfected (subject to the limitations set forth in Section 3.19) first priority security interest (except with respect to Pledged Securities, subject to Permitted Liens, and in respect of Pledged Securities, the Permitted Liens 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 UCC financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent, the Collateral Agent or the Collateral Trustee and (iv) deliver to the Administrative Agent, the Collateral Agent and the Collateral Trustee, if reasonably requested, legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent, the Collateral Agent and the Collateral Trustee. (d) With respect to any new Excluded Foreign Subsidiary (other than an Unrestricted Subsidiary or an Excluded Subsidiary pursuant to clause (ii) or (iii) of the definition thereof that is a subsidiary of an Excluded Foreign Subsidiary) created or acquired after the Closing Date by the Borrower or any of its Subsidiaries, promptly (and, in any event, within 25 days following such creation or the date of such acquisition) (i) execute and deliver to the Administrative Agent, the Collateral Agent and the Collateral Trustee such amendments to the Guarantee and Collateral Agreement as the Administrative Agent, the Collateral Agent or the Collateral Trustee deems necessary or advisable in order to grant to the Collateral Trustee, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of Equity Interests in such new Excluded Foreign Subsidiary that is directly owned by the Company Borrower or any of its Domestic Subsidiaries (provided that in no event shall more than 66% of the total outstanding voting first-tier Equity Interests in any such new Excluded Foreign Subsidiary Guarantor (be required to the extent such Capital Stock is of a type that would constitute Collateral as described in the Guarantee and Collateral Agreementbe so pledged), (ii) deliver to the Collateral Agent Trustee the certificates representing such Capital Stock (to the extent such Capital Stock is of a type that would constitute Collateral as described in the Guarantee and Collateral Agreement)Equity Interests, together with undated instruments of transfer or stock powers, in blank, executed and delivered by a duly authorized officer of the Company Borrower or such Subsidiary GuarantorDomestic Subsidiary, as the case may be, and take such other action as may be necessary or, in the reasonable opinion of the Administrative Agent, the Collateral Agent or the Collateral Trustee, desirable to perfect the security interest of the Collateral Trustee thereon and (iii) cause such new Subsidiary (A) to become a party deliver to the Guarantee and Collateral Agreement and (B) to take such actions necessary or advisable to grant to Administrative Agent, the Collateral Agent for and the benefit of the Secured Parties a perfected first priority security interest Collateral Trustee, if reasonably requested, legal opinions (subject, except which may be delivered by in-house counsel if admitted in the case of the pledge of any Capital Stock of any Subsidiary, to Liens permitted by Section 7.03relevant jurisdiction) in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary to the extent required by the Guarantee and Collateral Agreement, including, without limitation, the filing of Uniform Commercial Code financing statements and intellectual property security agreements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law and if reasonably requested by the Collateral Agent, with respect to any Subsidiary other than an Immaterial Subsidiary, deliver to the Collateral Agent customary legal opinions relating to the matters described above. (d) The Co-, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent, the Collateral Agent shall not have any duties or obligations except those expressly set forth in Section 6.05 and Section 6.08. Without limiting the generality of the foregoing, the Co-Collateral Agent is not subject to any fiduciary or other implied duties, nor has any duty or obligation to any Lender or participant or any other Person as a result of the Co-Collateral Agent’s rights under Section 6.05 and Section 6.08Trustee.

Additional Collateral, etc. (a) With respect to any Property property acquired on or after the Closing Funds Availability Date by the Company or any Subsidiary Guarantor Loan Party (other than (w) Excluded Assets, Excluded Perfection Assets and any interest in real property or any Property described in paragraph (b) of this Section 6.08), (x) any Property subject to a Lien permitted by Section 7.03(gc) or (yd) Property acquired by an Excluded Subsidiarybelow) 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 and or 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 (to the extent such Property is of a type that would constitute Collateral as described in the Guarantee and Collateral Agreement) 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, except in the case of property not constituting Pledged Securities, to Permitted Liens afforded priority ahead of the pledge Lien of Capital Stock the Collateral Agent by operation of any Subsidiarylaw, and in the case of Pledged Securities, to Liens permitted by clause (e) of Section 7.03) in such Property (to the extent required by the Guarantee and Collateral Agreement6.02), including without limitation, the filing of Uniform Commercial Code financing statements 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) or any lease consisting of at least $5,000,000 real property acquired or leased on or after the Closing Funds Availability Date by the Company or any Subsidiary Guarantor Loan Party (or owned by other than any Person that becomes a Subsidiary Guarantor), the Company shall notify the Collateral Agent Excluded Assets and the Co-Collateral Agent promptly Excluded Perfection Assets) within ninety (90) days after the Borrower obtains knowledge thereof, to permit the Collateral Agent and the Co-Collateral Agent to comply with the Flood Insurance Laws, and within 90 days following the date of such acquisition of such real property or the date on which such Person becomes a Subsidiary Guarantor (or such longer period as the Collateral Agent and the Co-Collateral Agent shall reasonably agree or as may be reasonably required to permit completion of flood insurance diligence by the Collateral Agent and the Co-Collateral Agent), leasing thereof (i) execute and deliver a first priority Mortgage (subject only to Liens permitted by clauses (c), (f), (g) and (m) of Section 6.02 and pari passu Liens permitted by clause (bb) 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 Collateral Administrative Agent, deliver to provide the Collateral Agent Senior Secured Parties with (x) either (1) (A) a lender’s 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 reasonably acceptable satisfactory to the Collateral Administrative Agent, insuring such Mortgage as a first lien on such Mortgaged Property (subject only to Liens permitted by Section 7.03), ; and (B) an American Land Title Association/American Congress of Surveying 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 Mapping (ALTA/ACSMiii) form of survey by a duly registered and licensed land surveyor any other real property for which all necessary fees have been paid dated 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 date reasonably acceptable surveyor’s certificate for any real property that becomes Collateral pursuant to this section to the Collateral Agentextent 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, certified 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 the title company in a manner substance reasonably satisfactory to the Collateral Agent, (Ciii) if requested by the Administrative Agent, deliver to the extent required by Financial Institutions ReformAdministrative Agent and the Collateral Agent legal opinions relating to the matters described above, Recoverywhich opinions shall be in form and substance, and Enforcement Act of 1989from counsel, Pub.L. 101-73, ▇▇▇ ▇▇▇▇. ▇▇▇, enacted August 9, 1989, or any other applicable law, an appraisal, and (D) an opinion of local counsel reasonably satisfactory to the Administrative Agent and the Collateral Agent. No later than 30 days , (iv) if requested by the Administrative Agent or such later date as the Collateral Agent, deliver to the Administrative Agent and the Collateral Agent a current appraisal of such real property or Co-Collateral Agent shall other valuation of such Loan Party’s interest therein in a form and by an appraiser reasonably agree) prior acceptable to the date on which a Mortgage is executed Administrative Agent, (v) deliver to the Administrative Agent and delivered pursuant to this Section 6.08(b), in order to comply with the Flood Laws, the Collateral Agent and the Co-Collateral Agent shall have received the following documents (collectivelya SFHDF with respect to such real property and, the “Flood Documents”), in form and substance reasonably satisfactory thereto: (1) a completed standard “life of loan” flood hazard determination form (a “Flood Determination Form”), (2) if the improvement(s) to the applicable improved extent that the SFHDF indicates that such real property is located in a special Special Flood Hazard Area as designated by the Federal Emergency Management Agency, proof that adequate flood hazard areainsurance, a notification to the Company (“Company Notice”) and (if applicable) notification to the Company that flood insurance coverage as required under the National Flood Insurance Program (“NFIP”) is not available because the community does not participate in the NFIPProgram, (3) documentation evidencing the Company’s receipt of the Company Notice (e.g., countersigned Company Notice, return receipt of certified U.S. Mail, or overnight delivery), has been obtained with respect to such real property and (4vi) if the Company Notice is required to be given and flood insurance is available in the community in which the property is located, deliver evidence of flood insurance reasonably zoning compliance satisfactory to the Collateral Agent and the Co-Collateral Agent (any of the foregoing being “Evidence of Flood Insurance”). Notwithstanding anything to the contrary contained herein, if either the Collateral Agent or the Co-Collateral Agent are unable or fail to complete flood insurance diligence to its reasonable satisfaction so as to permit the Company or any Subsidiary Guarantor to deliver a Mortgage as required by this Section 6.08(b), then so long as the Company or such Subsidiary Guarantor otherwise has complied with this Section 6.08(b), the Company or such Subsidiary Guarantor shall have no obligation hereunder to deliver such Mortgage (and no Event of Default shall be deemed to arise from the Company’s or such Subsidiary Guarantor’s failure to deliver such Mortgage) unless and until both the Collateral Agent and the Co-Collateral Agent completes such flood insurance diligence to their reasonable satisfaction (after which the Company or such Subsidiary Guarantor shall have a period of 30 additional days following written notification thereof to execute and deliver such Mortgage). If at any time while this Agreement is in effect Bank of America, N.A. ceases to be a Lender, then there shall no longer be a Co-Collateral Agent hereunder, and all consent or approval rights of Co-Collateral Agent contained in this Agreement (including, without limitation, in Section 6.05 and this Section 6.08(b)) shall be deemed to be satisfied by the consent or approval of the Collateral Administrative Agent; provided, however, that at any time thereafter, the Required Lenders may elect to designate and appoint a successor Co-Collateral Agent, which successor Co-Collateral Agent shall be (i) a Lender, (ii) a bank with an office in New York, New York, or an Affiliate of any such bank, and (iii) reasonably satisfactory to the Company, in which event such successor Co-Collateral Agent shall become vested with all the rights, powers, privileges and duties of the Co-Collateral Agent hereunder. (c) With respect to (i) any new Subsidiary (other than 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 Excluded Subsidiary), by the Company Borrower or any of its the Restricted Subsidiaries or (other than by an Excluded Subsidiary)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, on or after the Funds Availability Date, within 45 twenty (20) days following the date of such creation creation, acquisition or acquisition (designation the Borrower or such longer period as the Collateral Agent applicable Restricted Subsidiary shall reasonably agree), (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent and the Collateral Agent deems 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 the Company or any Subsidiary Guarantor Loan Party (subject only to the extent such Capital Stock is Liens permitted by clause (e) of a type that would constitute Collateral as described in the Guarantee and Collateral AgreementSection 6.02), (ii) deliver to the Collateral Agent the any certificates representing such Capital Stock (to the extent such Capital Stock is of a type that would constitute Collateral as described in the Guarantee and Collateral Agreement)Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Company Borrower or such Subsidiary GuarantorRestricted Subsidiary, as the case may be and (iii) cause such new Subsidiary that is a wholly-owned 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 afforded priority ahead of the pledge Lien of any Capital Stock the Collateral Agent by operation of any Subsidiarylaw, and in the case of Pledged Securities, to Liens permitted by clause (e) of Section 7.036.02) in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary to the extent required by the Guarantee and Collateral AgreementSubsidiary, including, without limitation, including the filing of Uniform Commercial Code financing statements and intellectual property security agreements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law and if Applicable Law or as may be reasonably requested by the Collateral Administrative Agent and (iv) if requested by the Administrative Agent, with respect to any Subsidiary other than an Immaterial Subsidiary, deliver to the Administrative Agent and the Collateral Agent customary legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent and the Collateral Agent. (d) The Co-With respect to (i) any Foreign Subsidiary created or acquired on or 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, on or 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 shall not have any duties (x) such amendments to the Guarantee and Collateral Agreement as the Collateral Agent deems necessary or obligations except those expressly set forth reasonably advisable and/or (y) a Foreign Pledge Agreement, in Section 6.05 and Section 6.08. Without limiting each case to grant to the generality Collateral Agent, for the benefit of the foregoingSenior Secured Parties, a perfected first priority security interest in the Co-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 is not subject to any fiduciary or other implied dutiesthe certificates representing such Capital Stock, nor has any duty or obligation to any Lender or participant or any other Person as together with undated stock power, in blank, executed and delivered by a result duly authorized officer of the Co-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 rights under 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. (9) Section 6.05 5.11(b) of the Credit Agreement is hereby amended to replace the words “after the Funds Availability Date” with the words “on or after the Funds Availability Date”. (10) Clause (i) of Section 5.13 of the Credit Agreement is hereby amended by replacing the words “each other Loan Party and its Subsidiaries” with “(A) each other Loan Party and its Subsidiaries and (B) Entergy and its subsidiaries”. (11) Clause (vi) of Section 6.08.5.13 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

Additional Collateral, etc. (a) With respect to any Property property (to the extent included in the definition of Collateral and not constituting Excluded Assets) acquired after the Closing Restatement Date by the Company any Loan Party or any Subsidiary Guarantor Enterasys (other than (wx) any interest in real property or any Property described in paragraph (b) of this Section 6.08or (c) below, and (xy) any Property property subject to a Lien expressly permitted by Section 7.03(g) or (y) Property acquired by an Excluded Subsidiary7.3(g)) as to which the Collateral Administrative Agent, for the ratable benefit of the Secured Parties, does not have a perfected Lien, promptly (i) execute and deliver to the Collateral Administrative Agent such amendments to the Guarantee and Collateral Agreement, the Enterasys Pledge Agreement and or such other documents (including intellectual property security agreements) as the Collateral Administrative Agent may reasonably deems deem necessary or advisable to evidence that such Loan Party is a Guarantor and to grant to the Collateral Administrative Agent, for the ratable benefit of the Secured Parties, a security interest in such Property (to the extent such Property is of a type that would constitute Collateral as described in the Guarantee and Collateral Agreement) 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 ▇▇▇▇ in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement, the Enterasys Pledge Agreement or by law or as may be requested by the Administrative Agent. (b) With respect to any new direct or indirect Material Subsidiary of the Borrower created or acquired after the Restatement Date (including any such Material Subsidiary acquired pursuant to a Permitted Acquisition, and including any Immaterial Subsidiary existing as of the Restatement Date which becomes a Material Subsidiary after the Restatement Date, but excluding any Excluded Subsidiary), promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent reasonably deems necessary or advisable to grant to the Collateral Administrative Agent, for the ratable benefit of the Secured Parties, a perfected first priority security interest (subject, except and Lien in the case of the pledge of Capital Stock of any Subsidiary, to Liens permitted by Section 7.03) in such Property (to the extent included in the definition of Collateral and not constituting Excluded Assets) the Capital Stock of such new Material Subsidiary that is owned directly or indirectly by the Borrower, (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 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 Subsidiary, including without limitation, the filing of Uniform Commercial Code financing statements and/or intellectual property security agreements in such jurisdictions as may be required by the Guarantee and Collateral Agreement 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 $5,000,000 acquired after the Closing Date by the Company or any Subsidiary Guarantor (or owned by any Person that becomes a Subsidiary Guarantor), the Company shall notify the Collateral Agent and the Co-Collateral Agent promptly after the Borrower obtains knowledge thereof, to permit the Collateral Agent and the Co-Collateral Agent to comply with the Flood Insurance Laws, and within 90 days following the date of such acquisition of such real property or the date on which such Person becomes a Subsidiary Guarantor (or such longer period as the Collateral Agent and the Co-Collateral Agent shall reasonably agree law or as may be reasonably required to permit completion of flood insurance diligence requested by the Collateral Administrative Agent and (C) to deliver to the Co-Collateral AgentAdministrative Agent a certificate of the secretary (or other equivalent officer) of such Material Subsidiary of the type described in Section 5.1(c), (i) execute and deliver a Mortgage in favor of form reasonably satisfactory to the Collateral Administrative Agent, for the benefit of the Secured Partieswith appropriate insertions and attachments, covering such real property, and (iiiv) if requested by the Collateral Administrative Agent, deliver to the Collateral Administrative Agent (A) a lender’s title insurance policylegal opinions addressing such matters as the Administrative Agent may reasonably specify, which opinions shall be in form and substance reasonably acceptable to the Collateral Agentsubstance, insuring such Mortgage as a first lien on such Mortgaged Property (subject only to Liens permitted by Section 7.03)and from counsel, (B) an American Land Title Association/American Congress of Surveying and Mapping (ALTA/ACSM) form of survey by a duly registered and licensed land surveyor for which all necessary fees have been paid dated a date reasonably acceptable to the Collateral Agent, certified to the Collateral Agent and the title company in a manner reasonably satisfactory to the Collateral Administrative Agent, (C) to the extent required by Financial Institutions Reform, Recovery, and Enforcement Act of 1989, Pub.L. 101-73, ▇▇▇ ▇▇▇▇. ▇▇▇, enacted August 9, 1989, or any other applicable law, an appraisal, and (D) an opinion of local counsel reasonably satisfactory to the Collateral Agent. No later than 30 days (or such later date as the Collateral Agent or Co-Collateral Agent shall reasonably agree) prior to the date on which a Mortgage is executed and delivered pursuant to this Section 6.08(b), in order to comply with the Flood Laws, the Collateral Agent and the Co-Collateral Agent shall have received the following documents (collectively, the “Flood Documents”), in form and substance reasonably satisfactory thereto: (1) a completed standard “life of loan” flood hazard determination form (a “Flood Determination Form”), (2) if the improvement(s) to the applicable improved real property is located in a special flood hazard area, a notification to the Company (“Company Notice”) and (if applicable) notification to the Company that flood insurance coverage under the National Flood Insurance Program (“NFIP”) is not available because the community does not participate in the NFIP, (3) documentation evidencing the Company’s receipt of the Company Notice (e.g., countersigned Company Notice, return receipt of certified U.S. Mail, or overnight delivery), and (4) if the Company Notice is required to be given and flood insurance is available in the community in which the property is located, evidence of flood insurance reasonably satisfactory to the Collateral Agent and the Co-Collateral Agent (any of the foregoing being “Evidence of Flood Insurance”). Notwithstanding anything to the contrary contained herein, if either the Collateral Agent or the Co-Collateral Agent are unable or fail to complete flood insurance diligence to its reasonable satisfaction so as to permit the Company or any Subsidiary Guarantor to deliver a Mortgage as required by this Section 6.08(b), then so long as the Company or such Subsidiary Guarantor otherwise has complied with this Section 6.08(b), the Company or such Subsidiary Guarantor shall have no obligation hereunder to deliver such Mortgage (and no Event of Default shall be deemed to arise from the Company’s or such Subsidiary Guarantor’s failure to deliver such Mortgage) unless and until both the Collateral Agent and the Co-Collateral Agent completes such flood insurance diligence to their reasonable satisfaction (after which the Company or such Subsidiary Guarantor shall have a period of 30 additional days following written notification thereof to execute and deliver such Mortgage). If at any time while this Agreement is in effect Bank of America, N.A. ceases to be a Lender, then there shall no longer be a Co-Collateral Agent hereunder, and all consent or approval rights of Co-Collateral Agent contained in this Agreement (including, without limitation, in Section 6.05 and this Section 6.08(b)) shall be deemed to be satisfied by the consent or approval of the Collateral Agent; provided, however, that at any time thereafter, the Required Lenders may elect to designate and appoint a successor Co-Collateral Agent, which successor Co-Collateral Agent shall be (i) a Lender, (ii) a bank with an office in New York, New York, or an Affiliate of any such bank, and (iii) reasonably satisfactory to the Company, in which event such successor Co-Collateral Agent shall become vested with all the rights, powers, privileges and duties of the Co-Collateral Agent hereunder. (c) With respect to any new First Tier Foreign Subsidiary (other than an Excluded Subsidiary) or any First Tier Foreign Subsidiary Holding Company, as applicable, created or acquired after the Closing Restatement Date (whichby any Loan Party, for the purposes of this paragraph, shall include any existing Subsidiary that ceases to be an Excluded Subsidiary), by the Company or any of its Restricted Subsidiaries (other than by an Excluded Subsidiary), within 45 days following the date of such creation or acquisition (or such longer period as the Collateral Agent shall reasonably agree), promptly (i) execute and deliver to the Collateral Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Collateral Administrative Agent reasonably deems necessary or advisable to grant to the Collateral Administrative Agent, for the ratable benefit of the Secured Parties, a perfected first priority security interest and Lien in (to the extent included in the definition of Collateral and not constituting Excluded Assets) the Capital Stock of such new First Tier Foreign Subsidiary or First Tier Foreign Subsidiary Holding Company, as applicable, that is owned by any such Loan Party (provided that in no event shall more than 65% of the Company or any Subsidiary Guarantor (to the extent such total outstanding voting Capital Stock is of a type that would constitute Collateral any such new First Tier Foreign Subsidiary or First Tier Foreign Subsidiary Holding Company, as described in the Guarantee and Collateral Agreementapplicable, be required to be so pledged), and (ii) deliver to the Collateral Administrative Agent the certificates representing such Capital Stock (to the extent such Capital Stock is of a type that would constitute Collateral as described in the Guarantee and Collateral Agreementif certificated), together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Company or such Subsidiary Guarantorrelevant Loan Party, as the case may be and (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 Collateral Agent for the benefit of the Secured Parties a perfected first priority security interest (subject, except in the case of the pledge of any Capital Stock of any Subsidiary, to Liens permitted by Section 7.03) in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary to the extent required by the Guarantee and Collateral Agreement, including, without limitation, the filing of Uniform Commercial Code financing statements and intellectual property security agreements in such jurisdictions other action as may be required by necessary or, in the Guarantee and Collateral Agreement or by law and if reasonably requested by opinion of the Collateral Administrative Agent, with respect desirable to any Subsidiary other than an Immaterial Subsidiary, deliver to perfect the Collateral Agent customary legal opinions relating to the matters described aboveAdministrative Agent’s security interest therein. (d) The Co-Collateral Notwithstanding the foregoing, or anything to the contrary in any Loan Document, neither the Borrower nor any Subsidiary will be required to, nor will the Administrative Agent shall not have be authorized: (i) to take any duties action to create, perfect or obligations except those expressly maintain any Lien in any Excluded Assets; (ii) to enter into any control agreement, blocked account, lockbox or similar arrangement with respect to any deposit account, securities account, commodities account or other bank account (other than as set forth in Section 6.05 6.9 above); (iii) other than with respect to the Irish Guarantor and Section 6.08. Without limiting the generality its assets, to take any action (x) outside of the foregoingUnited States with respect to any assets located outside of the United States, (y) in any non-U.S. jurisdiction or (z) required by the Colaws of any non-Collateral Agent is not U.S. jurisdiction to create, perfect or maintain any Lien or otherwise; (iv) to take any action with respect to perfecting a Lien (other than the filing of customary “all asset” UCC-1 financing statements) on assets subject to any fiduciary a certificate of title or other implied dutiessimilar statute; or (v) to deliver landlord lien waivers, nor has any duty estoppels, bailee letters or obligation to any Lender or participant or any other Person as a result of the Co-Collateral Agent’s rights under Section 6.05 and Section 6.08collateral access letters.