Common use of Additional Collateral, etc Clause in Contracts

Additional Collateral, etc. (a) With respect to any Property (other than Vehicles, cash, Cash Equivalents and other assets expressly excluded from the Collateral or excluded from the requirement that a Lien is perfected on such Property pursuant to the Security Documents) located in the United States acquired after the Closing Date by any Loan Party (other than (x) any interests in real property and any Property described in paragraph (b) of this Section 6.8, (y) any Property subject to a Lien expressly permitted by Section 7.3(g) and (z) Instruments, Certificated Securities, Securities and Chattel Paper, which are referred to in the last sentence of this paragraph (a)) as to which the Administrative Agent for the benefit of the Secured Parties does not have a perfected Lien, promptly (i) give notice of such Property to the Administrative Agent and execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent reasonably requests to grant to the Administrative Agent for the benefit of the Secured Parties a security interest in such Property and (ii) take all actions reasonably requested by the Administrative Agent to grant to the Administrative 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 Administrative Agent for the benefit of the Secured Parties, has a perfected security interest in such Property as of the Closing Date), including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent. Any Instrument, Certificated Security (other than in respect of the Capital Stock of any Subsidiary), Security or Chattel Paper in excess of $500,000 shall be promptly delivered to the Administrative Agent indorsed in a manner reasonably satisfactory to the Administrative Agent to be held as Collateral pursuant to the relevant Security Document. (b) With respect to any fee interest in any real property located in the United States having a value (together with improvements thereof) of at least $2,000,000 acquired after the Closing Date by any Loan Party (other than any such real property subject to a Lien expressly permitted by Section 7.3(g)), (i) give notice of such acquisition to the Administrative Agent and execute and deliver a first priority Mortgage (subject to Liens permitted by Section 7.3) in favor of the Administrative Agent for the benefit of the Secured Parties, covering such real property (provided that no Mortgage nor survey shall be obtained if the Administrative Agent determines in consultation with the Borrowers that the costs of obtaining such Mortgage or survey are excessive in relation to the value of the security to be afforded thereby), (ii) provide the Lenders with (1) a lenders’ title insurance policy with extended coverage covering such real property in an amount at least equal to the purchase price of such real property (or such other amount as shall be reasonably specified by the Administrative Agent) as well as

Additional Collateral, etc. (a) With respect to any Property (other than Vehicles, cash, Cash Equivalents and other assets expressly excluded from the Collateral or excluded from the requirement that a Lien is perfected on such Property pursuant to the Security Documents) located in the United States property acquired after the Closing Date by any Loan Party Group Member (other than (x) real property, (y) any interests in real property and any Property described in paragraph (b) of this Section 6.8or (c) below, and (yz) any Property property subject to a Lien expressly permitted by Section 7.3(g) and (z) Instruments, Certificated Securities, Securities and Chattel Paper, which are referred to in the last sentence of this paragraph (a6.2(g)) as to which the Administrative Agent Agent, for the benefit of the Secured Parties Lenders, does not have a perfected Lien, promptly (i) give notice of such Property to the Administrative Agent and execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent reasonably requests deems necessary to grant to the Administrative Agent Agent, for the benefit of the Secured Parties Lenders, a security interest in such property, other than Excluded Property as defined in the Guarantee and Collateral Agreement and subject to Liens expressly permitted by Section 6.2, and (ii) take all actions reasonably requested by the Administrative Agent necessary to grant to the Administrative Agent Agent, for the benefit of the Secured Parties Lenders, a perfected security interest (to the extent required by the Security Documents and with the first 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 Administrative Agent for the benefit of the Secured Parties, has a perfected security interest in such Property as of the Closing Date)property, including, without limitation, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent. Any Instrument, Certificated Security (other than in respect of the Capital Stock of any Subsidiary), Security or Chattel Paper in excess of $500,000 shall be promptly delivered to the Administrative Agent indorsed in a manner reasonably satisfactory to the Administrative Agent to be held as Collateral pursuant to the relevant Security Document. (b) With respect to any fee interest in any real property located in the United States having a value (together with improvements thereof) of at least $2,000,000 new Domestic Subsidiary created or acquired after the Closing Date by any Loan Party (other than any such real property subject to Group Member that is or becomes a Lien expressly permitted by Section 7.3(g))Wholly Owned Subsidiary thereof, promptly (i) give notice of such acquisition execute and deliver to the Administrative Agent such amendments to the Guarantee and execute and deliver Collateral Agreement as the Administrative Agent deems reasonably necessary to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority Mortgage security interest in the Capital Stock of such new Subsidiary that is owned by any Group Member, (subject ii) deliver to Liens permitted the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by Section 7.3a duly authorized officer of the relevant Group Member, (iii) in favor of cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, (B) to take such actions reasonably necessary to grant to the Administrative Agent for the benefit of the Secured PartiesLenders a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement, covering other than Excluded Property as defined in the Guarantee and Collateral Agreement, with respect to such real property new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent and (C) to deliver to the Administrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit C, with appropriate insertions and attachments, and (iv) if reasonably requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. (c) With respect to any new first-tier Foreign Subsidiary created or acquired after the Closing Date by any Group Member (other than any such new Subsidiary designated as an Unrestricted Subsidiary), promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent deems reasonably necessary 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 any such Group Member (provided that in no Mortgage nor survey event shall be obtained if the Administrative Agent determines in consultation with the Borrowers that the costs of obtaining such Mortgage or survey are excessive in relation to the value more than 65% of the security total outstanding voting Capital Stock of any such new Subsidiary be required to be afforded therebyso pledged), (ii) provide the Lenders with (1) a lenders’ title insurance policy with extended coverage covering such real property in an amount at least equal deliver to the purchase price Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of such real property (or the relevant Group Member, and take such other amount action as shall may be reasonably specified necessary to perfect the Administrative Agent’s security interest therein, and (iii) if reasonably requested by the Administrative Agent) as well as, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.

Additional Collateral, etc. (a) With respect to any Property (other than Vehicles, cash, Cash Equivalents and other assets expressly excluded from the Collateral new Subsidiary created or excluded from the requirement that a Lien is perfected on such Property pursuant to the Security Documents) located in the United States acquired after the Closing Date by the Borrower or any Loan Party (other than (x) any interests in real property and any Property described in paragraph (b) of this Section 6.8, (y) any Property subject to a Lien expressly permitted by Section 7.3(g) and (z) Instruments, Certificated Securities, Securities and Chattel Paper, which are referred to in the last sentence of this paragraph (a)) as to which the Administrative Agent for the benefit of the Secured Parties does not have a perfected Lienits Subsidiaries, promptly (i) give notice of such Property to the Administrative Agent and execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent reasonably requests 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 which are owned by the Borrower or any of its Subsidiaries and required to be pledged pursuant to the Guarantee and Collateral Agreement, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers endorsed in blank executed and delivered by a Responsible 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 to the extent required by this Agreement and the Guarantee and Collateral Agreement and (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties Lenders a perfected first priority security interest in the collateral described in the Guarantee and Collateral Agreement with respect to such Property and (ii) take all actions reasonably requested by the Administrative Agent to grant to the Administrative Agent for the benefit of the Secured Parties a perfected security interest (new Subsidiary to the extent required required, and as contemplated, by the Security Documents Guarantee 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 Administrative Agent for the benefit of the Secured Parties, has a perfected security interest in such Property as of the Closing Date)Collateral Agreement, including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent and (iv) if reasonably requested by the Administrative Agent. Any Instrument, Certificated Security deliver to the Administrative Agent legal opinions relating to the matters described above, which opinion shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent, provided that notwithstanding the foregoing, (other than in respect i) only 65% of the voting Capital Stock of any Subsidiarydirect Foreign Subsidiary of the Borrower or any Domestic Subsidiary need be pledged under this clause (a), Security (ii) no voting Capital Stock of any Foreign Subsidiary other than a direct Foreign Subsidiary of the Borrower or Chattel Paper in excess of $500,000 any Domestic Subsidiary need be pledged under this clause (a), (iii) no Immaterial Subsidiary or any direct or indirect Foreign Subsidiary shall become a Guarantor or shall be promptly delivered required to pledge any of its assets hereunder or under any other Loan Document and (iv) no Subsidiary shall become a Guarantor or shall be required to pledge any of its assets hereunder or under any other Loan Document if such Subsidiary is prohibited from doing so by any Requirement of Law or by any contractual obligation or if such Subsidiary would require a consent, approval, license or authorization from a Governmental Authority to do so. (b) Promptly, but in any event not later than 45 Business Days after the Closing Date, or such longer period (not to exceed 90 Business Days after the Closing Date) as may be agreed by the Administrative Agent in its reasonable discretion, in respect of each Mortgaged Property, execute and deliver to the Administrative Agent indorsed in a manner Mortgage reasonably satisfactory to the Administrative Agent in respect of each Mortgaged Property, except in connection with any Mortgaged Property as to be held as Collateral pursuant to the relevant Security Document. (b) With respect to any fee interest in any real property located in the United States having a value (together with improvements thereof) of at least $2,000,000 acquired after the Closing Date by any Loan Party (other than any such real property subject to a Lien expressly permitted by Section 7.3(g)), (i) give notice of such acquisition to which the Administrative Agent and execute and deliver a first priority Mortgage (subject to Liens permitted by Section 7.3) shall determine in favor of the Administrative Agent for the benefit of the Secured Partiesits reasonable discretion, covering such real property (provided that no Mortgage nor survey shall be obtained if the Administrative Agent determines in after consultation with the Borrowers Borrower, that the costs and burden of obtaining such Mortgage or survey a security interest are excessive in relation to the value of the security to be afforded thereby, and provide to the Administrative Agent in respect of each Mortgaged Property (i) a mortgagee’s title insurance policy (or policies) or marked up unconditional binder for such insurance, together with a current ALTA survey thereof and a surveyor’s certificate, or, to the extent that the mortgagee’s title insurance policy delivered in connection therewith meets the requirements set forth in this subsection 6.9(b), an existing ALTA survey thereof (if acceptable to the Administrative Agent in its reasonable discretion) or an “ExpressMap” thereof, in each case in form reasonably satisfactory to the Administrative Agent, provided that each such policy shall (A) be in an amount reasonably satisfactory to the Administrative Agent with respect to each Mortgaged Property covered thereby (but not in excess of the fair market value thereof); (B) insure that the Mortgage insured thereby creates a valid first Lien on such Mortgaged Property free and clear of all defects and encumbrances, except as disclosed therein or otherwise permitted by subsection 7.3; (C) name the Administrative Agent for the benefit of the Lenders as the insured thereunder; (D) be in form reasonably satisfactory to the Administrative Agent; (E) contain such endorsements, coinsurance, reinsurance and affirmative coverage as the Administrative Agent may reasonably request to the extent available at commercially reasonable rates; and (F) be issued by First American Title Insurance Company or such other title companies reasonably satisfactory to the Administrative Agent (including any such title companies acting as co-insurers or reinsurers, at the option of the Administrative Agent), (ii) provide the Lenders with evidence reasonably satisfactory to it that all premiums in respect of each such policy, all charges for mortgage recording tax, and all related expenses, if any, have been paid or duly provided for and (1iii) a lenders’ title insurance policy with extended coverage covering such real property in an amount at least equal to the purchase price of such real property (or such other amount as shall be reasonably specified if requested by the Administrative Agent, legal opinions from local counsel and counsel in the jurisdictions where the owners of the Mortgaged Properties are organized relating to the matters described above, which opinions shall be in form and substance reasonably satisfactory to the Administrative Agent. (c) as well asUpon the request of the Administrative Agent, to the extent permitted by applicable Requirements of Law at the time of such request, grant or cause its Subsidiaries to grant, to the Administrative Agent, a direct security interest in the Station Licenses within 30 days after receipt of such request, provided that to the extent FCC consent shall be required in connection with granting such security interest, such consent shall be requested within 30 days after receipt of such request and upon receipt of such FCC consent, such security interest shall be granted within 10 Business Days thereof. (d) Upon the occurrence and during the continuance of (i) any Event of Default with respect to paragraph (a) of Section 8, (ii) any payment default with respect to any Subordinated Indebtedness or Senior Unsecured Indebtedness, or (iii) any Event of Default with respect to subsection 7.1, promptly, but in any event not more than 30 Business Days (subject to necessary approvals by the FCC), following the request of the Administrative Agent, cause the assets relating to each Station held by the Borrower to be transferred to a related License Subsidiary or, at the election of the Administrative Agent or if there is no License Subsidiary related to such Station, another Subsidiary that has no other assets or liabilities.

Additional Collateral, etc. (a) With respect to any Property (other than Vehicles, cash, Cash Equivalents and other assets expressly excluded from the Collateral or excluded from the requirement that a Lien is perfected on such Property pursuant to the Security Documents) located in the United States property acquired after the Closing Date by the Borrower or any Loan Party Subsidiary Guarantor (other than (w) any property described in clause (b) below, (x) any interests in real property constituting Excluded Assets and any Property described in paragraph (b) of this Section 6.8, (y) any Property property subject to a Lien expressly permitted by Section 7.3(g) and (z) Instruments, Certificated Securities, Securities and Chattel Paper, which are referred to in the last sentence of this paragraph (a)) as to which the Administrative Agent Collateral Agent, for the benefit of the Secured Parties Parties, does not have a perfected Lien, ) promptly (i) give notice of such Property to the Administrative Agent and execute and deliver to the Administrative Collateral Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent reasonably requests or the Collateral Agent deems necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties a security interest in such Property and (ii) take all actions reasonably requested by the Administrative Agent to grant to the Administrative 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 Administrative Agent Collateral Agent, for the benefit of the Secured Parties, has a perfected security interest in such Property as property, (ii) take all actions necessary or advisable to grant to the Collateral Agent, for the benefit of the Closing DateSecured Parties, a perfected first priority security interest in such property (subject to Permitted Liens), includingincluding the entering into of account control agreements (to the extent required by Section 6.15), without limitationdelivery of Collateral that can be perfected by possession and the filing of Uniform Commercial 91 Sunshine (National) – Credit Agreement Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent or the Collateral Agent and (iii) if requested by the Administrative Agent or the Collateral Agent with respect to any property with a value, in the reasonable opinion of the Borrower, equal to, individually or in the aggregate, $15,000,000 or more, deliver to the Administrative Agent and the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent and the Collateral Agent; 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 entering into of account control agreements (to the extent required by Section 6.15) 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 $5,000,000 or more. (b) Except as required in the process (but not the final reorganization) of effecting a Permitted Reorganization, with respect to any new Subsidiary created or acquired after the Closing Date by the Borrower or any Subsidiary Guarantor in accordance with Section 7.17(b), promptly (i) execute and deliver to the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent or the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary, (ii) take such steps as are necessary to give the Collateral Agent “control” (as defined in the Uniform Commercial Code) of the Capital Stock, (iii) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement and the Intercreditor Agreement pursuant to one or more joinder agreements substantially in the forms attached to each such agreement, (B) to take such actions as are necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary (to the extent required by Section 6.15) and the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent. Any InstrumentAgent or the Collateral Agent (provided, Certificated Security that the actions contemplated by clause (other than B) shall not be required in respect of the Capital Stock any property of any Subsidiary)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 6.15) and the filing of Uniform Commercial Code financing statements or delivery of Collateral that can be perfected by possession unless the value, Security in the reasonable opinion of the Borrower, of such property, individually or Chattel Paper in excess of the aggregate, is equal to 92 Sunshine (National) – Credit Agreement $500,000 shall be promptly delivered 5,000,000 or more) and (C) to deliver to the Administrative Agent indorsed and the Collateral Agent certificates of such Subsidiary, substantially in the respective forms of Exhibit E-1 and Exhibit E-2, with appropriate insertions and attachments, and (iv) if requested by the Administrative Agent or the Collateral Agent with respect to any property with a manner value, in the reasonable opinion of the Borrower, equal to, individually or in the aggregate, $15,000,000 or more, deliver to the Administrative Agent and the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent to be held as and the Collateral pursuant to the relevant Security DocumentAgent. (b) With respect to any fee interest in any real property located in the United States having a value (together with improvements thereof) of at least $2,000,000 acquired after the Closing Date by any Loan Party (other than any such real property subject to a Lien expressly permitted by Section 7.3(g)), (i) give notice of such acquisition to the Administrative Agent and execute and deliver a first priority Mortgage (subject to Liens permitted by Section 7.3) in favor of the Administrative Agent for the benefit of the Secured Parties, covering such real property (provided that no Mortgage nor survey shall be obtained if the Administrative Agent determines in consultation with the Borrowers that the costs of obtaining such Mortgage or survey are excessive in relation to the value of the security to be afforded thereby), (ii) provide the Lenders with (1) a lenders’ title insurance policy with extended coverage covering such real property in an amount at least equal to the purchase price of such real property (or such other amount as shall be reasonably specified by the Administrative Agent) as well as

Additional Collateral, etc. (a) With respect to any Property (other than Vehicles, cash, Cash Equivalents and other assets expressly excluded from the Collateral or excluded from the requirement that a Lien is perfected on such Property pursuant to the Security Documents) located in the United States property acquired after the Closing Date by any Loan Party (other than (xw) any interests in real property and any Property described in paragraph (b) of this Section 6.8), (yc) or (d) below, (x) any Property property subject to a Lien expressly permitted by Section 7.3(g8.3(g) (solely to the extent the terms of such Indebtedness relating to such Lien prohibit the granting of a Lien to secure the Obligations), (y) any property acquired by any Excluded Subsidiary and (z) Instruments, Certificated Securities, Securities and Chattel Paper, which are referred to in the last sentence of this paragraph (a)any Foreign Intellectual Property) as to which the Administrative Agent Collateral Agent, for the benefit of the Secured Parties Parties, does not have a perfected Lien, promptly within 10 Business Days of such acquisition (or such longer period as may be reasonably acceptable to the Collateral Agent) (i) give notice of such Property to the Administrative Agent and execute and deliver to the Administrative Collateral Agent such amendments to the Guarantee and Collateral Agreement applicable Security Document or such other documents as the Administrative Collateral Agent reasonably requests deems necessary or advisable to grant to the Administrative Agent Collateral Agent, for the benefit of the Secured Parties Parties, a security interest in such Property and property, (ii) take all actions reasonably requested by the Administrative Agent necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in such property (in the case of property other than Capital Stock, subject to Liens permitted under Section 8.3 and in the case of Capital Stock, subject to non-consensual Liens imposed by any Requirement of Law), including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the applicable Security Document or by law and, in the case of United States registered or applied-for Intellectual Property ((other than registered domain names and United States intent-to-use trademark applications that are included in the Excluded Collateral (as defined in the Guarantee and Collateral Agreement)), the recordation of an Intellectual Property Security Agreement evidencing the security interest created in such United States Intellectual Property suitable for recordation in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, and (iii) if requested by the Collateral Agent, deliver to the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agent. (b) With respect to (a) any fee interest in any real property having a fair market value (together with improvements thereof) of at least $1,000,000 owned by any Loan Party (other than any such real property subject to a Lien expressly permitted by Section 8.3(g) (solely to the extent the terms of such Indebtedness relating to such Lien prohibit the granting of a Lien to secure the Obligations)) and (b) any leasehold interest in any real property having annual fixed rental payments of at least $1,000,000 leased by any Loan Party (other than (x) any such real property subject to a Lien expressly permitted by Section 8.3(g) (solely to the extent the terms of such Indebtedness relating to such Lien prohibit the granting of a Lien to secure the Obligations), (y) any such real property where the respective Loan Party has made commercially reasonable efforts to obtain consent to execute and deliver a first priority Mortgage, in favor of the Collateral Agent, for the benefit of the Secured Parties, but is unable to do so and (z) leased cell towers to the extent a leasehold mortgage is required to create a security interest therein), in each case, acquired after the Closing Date, within 90 days after the acquisition thereof (or such longer period as may be reasonably acceptable to the Collateral Agent) (i) execute and deliver a first priority Mortgage, subject to Liens permitted under Section 8.3, in favor of the Collateral Agent, for the benefit of the Secured Parties, covering such real property, (ii) provide the Secured Parties with (x) a pro forma title insurance policy covering such real property in an amount equal to 105% of the purchase price of such owned real property or the fair market value of the leasehold interests (or, in each case, such other lesser amount as shall be reasonably acceptable to the Collateral Agent) as well as a current ALTA survey thereof, (y) any consents, affidavits or estoppels reasonably deemed necessary or advisable by the Collateral Agent in connection with such Mortgage, each of the foregoing in form and substance reasonably satisfactory to the Administrative Agent and (z) any flood certificates and proof of flood insurance, if applicable, covering such real property and (iii) if requested by the Collateral Agent, deliver to the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agent. (c) With respect to any new Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Group Member (other than by any Group Member that is an Excluded Subsidiary) or any Subsidiary that ceases to be an Excluded Subsidiary (a “re-designated subsidiary”), within 10 Business Days of such creation or acquisition or ceasing to be an Excluded Subsidiary (or such longer period as may be reasonably acceptable to the Collateral Agent) (i) execute and deliver to the Collateral Agent such Security Documents as the Administrative Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest (subject to non-consensual Liens permitted under Section 8.3 imposed by any Requirement of Law) in the Capital Stock of such new Subsidiary or re-designated subsidiary, as applicable, that is owned by any Loan Party, (ii) deliver to the Collateral Agent any certificates representing such Capital Stock, together with undated stock or other transfer powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, (iii) cause such new Subsidiary or re-designated subsidiary, as applicable, (A) to become a party to the applicable Security Documents, (B) to take such actions necessary or advisable to grant to the Collateral Agent for the benefit of the Secured Parties a perfected first priority security interest (in the case of property other than Capital Stock, subject to Liens permitted under Section 8.3 and in the extent required case of Capital Stock, subject to non-consensual Liens permitted under Section 8.3 imposed by the Security Documents and with the priority required by Section 4.17any Requirement of Law) in such Property (with respect to all or substantially all, or any portion of the Property of a type owned by a Loan Party such new Subsidiary or re-designated subsidiary, as of the Closing Date to the extent applicable, as the Administrative Agent for the benefit of the Secured Partiesshall determine, has a perfected security interest in such Property as of the Closing Date)its reasonable discretion, including, without limitation, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Collateral Agent, (iv) deliver to the Collateral Agent, for each such Subsidiary board resolutions and other secretary’s certificates reasonably requested by the Administrative Agent and consistent with those delivered on the Closing Date under Section 6.1, and (v) if requested by the Collateral Agent. Any Instrument, Certificated Security (other than in respect of deliver to the Capital Stock of any Subsidiary)Collateral Agent legal opinions relating to the matters described above, Security or Chattel Paper in excess of $500,000 which opinions shall be promptly delivered to the Administrative Agent indorsed in a manner form and substance, and from counsel, reasonably satisfactory to the Administrative Agent to be held as Collateral pursuant to the relevant Security DocumentAgent. (bd) With respect to any fee interest in any real property located in the United States having a value (together with improvements thereof) of at least $2,000,000 new Excluded Subsidiary created or acquired after the Closing Date by any Loan Party (other than by any such real property subject to a Lien expressly permitted by Section 7.3(g)Group Member that is an Excluded Subsidiary), within 10 Business Days of such creation or acquisition (or such longer period as may be reasonably acceptable to the Collateral Agent) (i) give notice of such acquisition to the Administrative Agent and execute and deliver a first priority Mortgage (subject to Liens permitted by Section 7.3) in favor of the Administrative Collateral Agent such Security Documents as the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, covering a perfected first priority security interest (subject to non-consensual Liens permitted under Section 8.3 imposed by any Requirement of Law) in the Capital Stock of such real property new Subsidiary that is owned by any such Loan Party (provided that in no Mortgage nor survey event shall be obtained if the Administrative Agent determines in consultation with the Borrowers that the costs of obtaining such Mortgage or survey are excessive in relation to the value more than 65% of the security total outstanding voting Capital Stock and 100% of the total outstanding non-voting Capital Stock of any such new Foreign Subsidiary be required to be afforded therebyso pledged), (ii) provide the Lenders with (1) a lenders’ title insurance policy with extended coverage covering such real property in an amount at least equal deliver to the purchase price Collateral Agent any certificates representing such Capital Stock, together with undated stock or other transfer powers, in blank, executed and delivered by a duly authorized officer of such real property (or the relevant Group Member, as the case may be, and take such other amount action as may be reasonably necessary to perfect the Collateral Agent’s security interest therein, and (iii) if requested by the Collateral Agent, deliver to the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably specified by satisfactory to the Administrative Collateral Agent) as well as.

Additional Collateral, etc. (a) With respect to any Property (other than Vehicles, cash, Cash Equivalents and other assets expressly excluded from the Collateral or excluded from the requirement that a Lien is perfected on such Property pursuant to the Security Documents) located in the United States property acquired after the Closing Date by the Borrower or any Loan Party Subsidiary Guarantor (other than (xw) any interests in real property and any Property described in paragraph (b) of this Section 6.8or (c) below), (x) any property constituting Excluded Assets and (y) any Property property subject to a Lien expressly permitted by Section 7.3(g) and (z) Instruments, Certificated Securities, Securities and Chattel Paper, which are referred to in the last sentence of this paragraph (a)) as to which the Administrative Agent Collateral Agent, for the benefit of the Secured Parties Parties, does not have a perfected Lien, ) promptly (i) give notice of such Property to the Administrative Agent and execute and deliver to the Administrative Collateral Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent reasonably requests or the Collateral Agent deems necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties a security interest in such Property and (ii) take all actions reasonably requested by the Administrative Agent to grant to the Administrative 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 Administrative Agent Collateral Agent, for the benefit of the Secured Parties, has a perfected security interest in such Property as property, and (ii) take all actions necessary or advisable to grant to the Collateral Agent, for the benefit of the Closing DateSecured Parties, a perfected first priority security interest in such property (subject to Permitted Liens), includingincluding the entering into of account control agreements (to the extent required by Section 6.17), without limitation, 90 ▇▇▇▇▇ Wind – Credit Agreement delivery of Collateral that can be perfected by possession and the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent or the Collateral Agent. Any Instrument, Certificated Security ; provided that the actions contemplated by clause (other than ii) shall not be required in respect of any such property if perfection of the Capital Stock security interest in such property requires more than the entering into of any Subsidiary), Security or Chattel Paper in excess of $500,000 shall be promptly delivered account control agreements (to the Administrative Agent indorsed 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 a manner reasonably satisfactory the reasonable opinion of the Borrower, of such property, individually or in the aggregate, is equal to the Administrative Agent to be held as Collateral pursuant to the relevant Security Document$1,500,000 or more. (b) With respect to any fee or leased interest in any real property located in the United States having a value (together with improvements thereof) that has a value, in the reasonable opinion of at least the Borrower, in excess of $2,000,000 1,500,000 acquired after the Closing Date by the Borrower or any Loan Party Subsidiary Guarantor (other than (x) property constituting Excluded Assets and (y) any such real property subject to a Lien expressly permitted by Section 7.3(g)), promptly (i) give notice of such acquisition to the Administrative Agent and execute and deliver a first priority Mortgage mortgage or deed of trust, as applicable (subject or amendments to Liens permitted by Section 7.3the existing Mortgage) in favor of the Administrative Agent Collateral Agent, for the benefit of the Secured Parties, covering such real property (provided that no Mortgage nor survey shall be obtained subject to Permitted Liens), and (ii) if reasonably requested by the Administrative Agent determines or the Collateral Agent, provide the Secured Parties with title insurance, surveys, consents, estoppels, flood “life of loan” certifications and proof of flood insurance (if applicable) and legal opinions, in consultation each case with respect to such real property, in form and scope substantially consistent with the Borrowers that corresponding documentation delivered on the costs of obtaining such Mortgage Closing Date. (c) With respect to any new Subsidiary created or survey are excessive acquired after the Closing Date by the Borrower or any Subsidiary Guarantor in relation accordance with Section 7.17(b), promptly (i) execute and deliver to the value 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 to be afforded thereby)interest in the Capital Stock of such new Subsidiary, (ii) provide take such steps as are necessary to give the Lenders with Collateral Agent “control” (1as defined in the Uniform Commercial Code) of the Capital Stock, (iii) cause such new Subsidiary (A) to become a lenders’ title insurance policy with extended coverage covering such real property in an amount at least equal party to the purchase price Guarantee and Collateral Agreement, the Intercreditor Agreement and the Depositary Agreement, (B) to take such actions as are necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such real property new Subsidiary, including the entering into of account control agreements (to the extent required by Section 6.17) and the filing of Uniform 91 ▇▇▇▇▇ Wind – Credit Agreement Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or such other amount by law or as shall may be reasonably specified requested by the Administrative Agent or the Collateral Agent (provided, that the actions contemplated by clause (B) shall not be required in respect of any property of any such new Subsidiary if perfection of the security interest in such property requires more than the entering into of account control agreements (to the extent required by Section 6.17) and the filing of Uniform Commercial Code financing statements or delivery of Collateral that can be perfected by possession unless the value, in the reasonable opinion of the Borrower, of such property, individually or in the aggregate, is equal to $1,500,000 or more) and (C) to deliver to the Administrative Agent and the Collateral Agent certificates of such Subsidiary, substantially in the respective forms of Exhibit F-1 and Exhibit F-2, with appropriate insertions and attachments, and (iv) if requested by the Administrative Agent or the Collateral Agent with respect to any property with a value, in the reasonable opinion of the Borrower, equal to, individually or in the aggregate, $5,000,000 or more, deliver to the Administrative Agent and the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent and the Collateral Agent) as well as.

Additional Collateral, etc. (a) [Reserved]. (b) With respect to any fee interest in any Material Real Property (other than Vehicles, cash, Cash Equivalents and other assets expressly excluded from the Collateral or excluded from the requirement that a Lien is perfected on such Property pursuant to the Security Documents) located in the United States acquired after the Closing Date by any Loan Party (other than Excluded Real Property), within 90 days (xor such later date as may be agreed by the Administrative Agent) (i) any interests in real property give notice of such acquisition to the Collateral Agent and any Property described in paragraph promptly execute and deliver a first priority Mortgage (b) of this Section 6.8, (y) any Property subject to a Lien expressly liens permitted by Section 7.3(g7.3) and (z) Instruments, Certificated Securities, Securities and Chattel Paper, which are referred to in favor of the last sentence of this paragraph (a)) as to which the Administrative Collateral Agent for the benefit of the Secured Parties does Parties, covering such Real Property (provided that no Mortgage nor survey shall be required if the Administrative Agent determines in consultation with the Borrower that the costs of obtaining such Mortgage or survey are excessive in relation to the value of the security to be afforded thereby), (ii) if reasonably requested by the Collateral Agent (A) provide the Lenders with a lenders’ title insurance policy with extended coverage covering such Real Property in an amount at least equal to the purchase price of such Real Property (or such other amount as shall be reasonably specified by the Collateral Agent) as well as a current ALTA survey thereof, together with a surveyor’s certificate unless the title insurance policy referred to above shall not have contain an exception for any matter shown by a perfected Liensurvey (except to the extent an existing survey has been provided and specifically incorporated into such title insurance policy), promptly each in form and substance reasonably satisfactory to the Collateral Agent, (B) use commercially reasonable efforts to obtain any consents or estoppels reasonably deemed necessary by the Collateral Agent, in connection with such Mortgage, each of the foregoing in form and substance reasonably satisfactory to the Collateral Agent and (C) provide to the Administrative Agent a “Life-of-Loan” Federal Emergency Management Agency standard flood hazard determination and if any portion of the improvements on the owned Property is currently or at any time in the future identified by the Federal Emergency Management Agency as an area having special flood hazards and in which flood insurance has been made available under the Flood Insurance Laws, (x) a notice about special flood hazard area status and flood disaster assistance duly executed by the Borrower or applicable Subsidiary Guarantor and (y) certificates of coverage under, and a declaration page relating to, the insurance policies required by Section 6.5(d) in form and substance satisfactory to the Collateral Agent and (iii) if requested by the Collateral Agent deliver to the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agent. (c) With respect to any new Domestic Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date (which, for the purposes of this paragraph, shall include any Subsidiary that ceases to be an Excluded Subsidiary) by any Loan Party, within 60 days (or such later date as may be agreed by the Administrative Agent) (i) give notice of such Property acquisition or creation to the Administrative Collateral Agent and and, if requested by the Collateral Agent, execute and deliver to the Administrative Collateral Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Collateral Agent reasonably requests deems necessary to grant to the Administrative Agent for the benefit of the Secured Parties a security interest in such Property and (ii) take all actions reasonably requested by the Administrative Agent to grant to the Administrative 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 Property (with respect to Property of a type new Subsidiary that is owned by a such Loan Party as of the Closing Date Party, (ii) deliver to the extent Collateral Agent the Administrative 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, (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, has Parties a perfected security interest (to the extent required by the Security Documents and with the priority required by Section 4.17) in the Collateral described in the Guarantee and Collateral Agreement with respect to such Property as of the Closing Date)new Subsidiary, including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent. Any Instrument, Certificated Security Collateral Agent and (other than in respect iv) upon the reasonable request of the Capital Stock of any Subsidiary)Collateral Agent, Security or Chattel Paper in excess of $500,000 deliver to the Collateral Agent legal opinions relating to the matters described above, which opinions shall be promptly delivered in form and substance similar to the Administrative Agent indorsed in a manner reasonably satisfactory to opinions delivered at the Administrative Agent to be held as Collateral pursuant to the relevant Security DocumentClosing Date. (bd) With respect to any fee interest in Capital Stock of any real property located in the United States having a value new First Tier Foreign Subsidiary or Foreign Subsidiary Holding Company (together with improvements thereofother than Excluded Capital Stock) of at least $2,000,000 that is created or acquired after the Closing Date by any Loan Party Party, within 60 days (other than any or such real property subject to a Lien expressly permitted later date as may be agreed by Section 7.3(gthe Administrative Agent)), (i) give notice of such acquisition or creation to the Administrative Collateral Agent and and, if requested by the Collateral Agent, execute and deliver a first priority Mortgage (subject to Liens permitted by Section 7.3) the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Collateral Agent deems necessary or reasonably advisable in favor of order to grant to the Administrative Agent Collateral Agent, for the benefit of the Secured Parties, covering 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 real property new Subsidiary (provided other than any Excluded Capital Stock) that no Mortgage is owned by such Loan Party and (ii) deliver to the Collateral Agent the certificates, if any, representing such Capital Stock (other than any Excluded 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, desirable to perfect or ensure appropriate priority the Lien of the Collateral Agent thereon. (e) Notwithstanding anything in this Section 6.8 to the contrary, neither the Borrower nor survey any of its Restricted Subsidiaries shall be obtained if required to take any actions in order to perfect the security interest in the Collateral granted to the Collateral Agent for the ratable benefit of the Secured Parties under the laws of any jurisdiction outside the United States. (f) Notwithstanding the foregoing, to the extent any new Restricted Subsidiary is created solely for the purpose of consummating a merger transaction pursuant to an acquisition permitted by Section 7.7, and such new Subsidiary at no time holds any assets or liabilities other than any merger consideration contributed to it contemporaneously with the closing of such merger transaction, such new Subsidiary shall not be required to take the actions set forth in Section 6.8(c) or 6.8(d), as applicable, until the respective acquisition is consummated. (g) From time to time the Loan Parties shall execute and deliver, or cause to be executed and delivered, such additional instruments, certificates or documents, and take all such actions, as the Collateral Agent may reasonably request for the purposes implementing or effectuating the provisions of this Agreement and the other Loan Documents, or of renewing the rights of the Secured Parties with respect to the Collateral as to which the Collateral Agent, for the ratable benefit of the Secured Parties, has a perfected Lien pursuant hereto or thereto, including, without limitation, filing any financing or continuation statements or financing change statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created thereby. Notwithstanding the foregoing, the provisions of this Section 6.8 shall not apply to assets as to which the Administrative Agent determines in consultation with and the Borrowers Borrower shall reasonably determine that the costs and burdens of obtaining such Mortgage a security interest therein or survey are excessive in relation to perfection thereof outweigh the value of the security to be afforded thereby), (ii) provide the Lenders with (1) a lenders’ title insurance policy with extended coverage covering such real property in an amount at least equal to the purchase price of such real property (or such other amount as shall be reasonably specified by the Administrative Agent) as well as.

Additional Collateral, etc. (a) With respect to any Property (other than Vehicles, cash, Cash Equivalents and other assets expressly excluded from the Collateral or excluded from the requirement that a Lien is perfected on such Property pursuant to the Security Documents) located in the United States acquired after the Closing Date by the Borrower or any Loan Party of its Subsidiaries (other than (x) any interests in real property and any Property described in paragraph (b), (c) of this Section 6.8, or (d) below and (y) any Property subject to a Lien expressly permitted by Section 7.3(g) and (z) Instruments, Certificated Securities, Securities and Chattel Paper, which are referred to in the last sentence of this paragraph (a6.3(g)) as to which the Administrative Agent Agent, for the benefit of the Secured Parties Lenders, does not have a perfected Lien, promptly (i) give notice of such Property to the Administrative Agent and execute and deliver to the Administrative Agent such amendments to the Guarantee Security and Collateral Pledge Agreement or such other documents as the Administrative Agent deems necessary or advisable in order to grant to the Administrative Agent, for the benefit of the Lenders, a security interest in such Property except as prohibited by documents permitted by Section 6.13 and (ii) take all actions necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such Property subject to Liens permitted by Section 6.3 and perfected to the extent required by the Security and Pledge Agreement, including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security and Pledge Agreement or by law or as may be requested by the Administrative Agent. (b) With respect to any fee interest in any real estate having a value (together with improvements thereof) of at least $500,000 acquired after the Closing Date by the Borrower or any of its Subsidiaries (other than any such real estate subject to a Lien expressly permitted by Section 6.3(g)), promptly (i) execute and deliver a first priority Mortgage in favor of the Administrative Agent, for the benefit of the Lenders, covering such real estate, (ii) if requested by the Administrative Agent, provide the Lenders with (x) title and extended coverage insurance covering such real estate in an amount at least equal to the purchase price of such real estate (or such other amount as shall be reasonably requests specified by the Administrative Agent) as well as a current ALTA survey thereof, together with a surveyor's certificate and (y) any consents or estoppels reasonably deemed necessary or advisable by the Administrative Agent in connection with such mortgage or deed of trust, each of the foregoing in form and substance reasonably satisfactory to the Administrative Agent and (iii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. (c) With respect to any new Subsidiary (other than a Foreign Subsidiary) created or acquired after the Closing Date by the Borrower or any of its Subsidiaries, promptly (i) execute and deliver to the Administrative Agent such amendments to the Security and Pledge Agreement as the Administrative Agent deems necessary or advisable in order to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new Subsidiary which is owned by the Borrower or any of its Subsidiaries, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock if any, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Subsidiary, as the case may be, (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and the Security and Pledge Agreement and (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties Lenders a perfected first priority security interest in such Property and (ii) take all actions reasonably requested by the Administrative Agent to grant to the Administrative Agent for the benefit of the Secured Parties a perfected security interest (to the extent required by Collateral described in the Security Documents and with the priority required by Section 4.17) in such Property (Pledge Agreement with respect to Property of a type owned by a Loan Party as of the Closing Date to the extent the Administrative Agent for the benefit of the Secured Parties, has a perfected security interest in such Property as of the Closing Date)new Subsidiary, including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee Security and Collateral Pledge Agreement or by law or as may be reasonably requested by the Administrative Agent. Any Instrument, Certificated Security and (other than in respect of iv) if requested by the Capital Stock of any Subsidiary)Administrative Agent, Security or Chattel Paper in excess of $500,000 shall be promptly delivered deliver to the Administrative Agent indorsed legal opinions relating to the matters described above, which opinions shall be in a manner form and substance, and from counsel, reasonably satisfactory to the Administrative Agent to be held as Collateral pursuant to the relevant Security DocumentAgent. (bd) With respect to any fee interest in any real property located in the United States having a value (together with improvements thereof) of at least $2,000,000 new Foreign Subsidiary created or acquired after the Closing Date by the Borrower or any Loan Party (other than any such real property subject to a Lien expressly permitted by Section 7.3(g))of its Subsidiaries, promptly (i) give notice of such acquisition execute and deliver to the Administrative Agent such amendments to the Security and execute and deliver a first priority Mortgage (subject to Liens permitted by Section 7.3) in favor of Pledge Agreement as the Administrative Agent deems necessary or advisable in order to grant to the Administrative Agent, for the benefit of the Secured PartiesLenders, covering a perfected first priority security interest in the Capital Stock of such real property new Subsidiary which is owned by the Borrower or any of its Subsidiaries (provided that in no Mortgage nor survey event shall be obtained if the Administrative Agent determines in consultation with the Borrowers that the costs of obtaining such Mortgage or survey are excessive in relation to the value more than 65% of the security total outstanding Capital Stock of any such new Subsidiary be required to be afforded therebyso pledged), (ii) provide the Lenders with (1) a lenders’ title insurance policy with extended coverage covering such real property in an amount at least equal deliver to the purchase price Administrative Agent the certificates representing such Capital Stock, if any, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of such real property (the Borrower or such Subsidiary, as the case may be, and take such other amount action as shall may be reasonably specified necessary or, in the opinion of the Administrative Agent, desirable to perfect the Lien thereon, and (iii) if requested by the Administrative Agent) as well as, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.

Additional Collateral, etc. (a) With respect to any Property (other than Vehicles, cash, Cash Equivalents and other assets expressly excluded from the property that is of a type described as Collateral or excluded from the requirement that a Lien is perfected on such Property pursuant to the Security Documents) located in the United States Guarantee and Collateral Agreement and that is acquired after the Closing Date by any Loan Party Group Member (other than (x) any interests in real property and any Property described in paragraph (b), (c) of this Section 6.8or (d) below, (y) any Property property subject to a Lien expressly permitted by Section 7.3(g) and (z) Instruments, Certificated Securities, Securities and Chattel Paper, which are referred to in the last sentence of this paragraph (a)property acquired by any Foreign Subsidiary) as to which the Administrative Agent Agent, for the benefit of the Secured Parties Lenders, does not have a perfected Lien, promptly (i) give notice of such Property to the Administrative Agent and execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent reasonably requests deems necessary or advisable to grant to the Administrative Agent Agent, for the benefit of the Secured Parties Lenders, a security interest in such Property property and (ii) take all actions reasonably requested by the Administrative Agent necessary or advisable to grant to the Administrative Agent Agent, for the benefit of the Secured Parties Lenders, a perfected first priority security interest in such property (to the extent required by under the Security Documents Guarantee and with the priority required by Section 4.17) in such Property (Collateral Agreement with respect to Property property of a type owned by a Loan Party as of the Closing Date that type, and subject only to the extent the Administrative Agent for the benefit of the Secured Parties, has a perfected security interest in such Property as of the Closing DatePermitted Liens), including, without limitation, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent and the filing of documents with the United States Patent and Trademark Office and the United States Copyright Office as may be required by the Security Documents or by law or as may be requested by the Administrative Agent. Any Instrument, Certificated Security (other than in respect of the Capital Stock of any Subsidiary), Security or Chattel Paper in excess of $500,000 shall be promptly delivered to the Administrative Agent indorsed in a manner reasonably satisfactory to the Administrative Agent to be held as Collateral pursuant to the relevant Security Document. (b) With respect to any fee interest in any real property located in the United States having a value (together with improvements thereof) of at least $2,000,000 1,000,000 acquired after the Closing Date by any Loan Party Group Member (other than (x) any such real property subject to a Lien expressly permitted by Section 7.3(g)) and (y) real property acquired by any Foreign Subsidiary), promptly deliver (i) give notice the determinations and other materials required by Section 5.1(l) and (ii) the documents, certificates, opinions and other materials required by Section 6.13. (c) With respect to any Domestic Subsidiary (other than a Domestic Subsidiary designated as an Unrestricted Subsidiary as permitted by this Agreement) created or acquired after the Closing Date by any Group Member (which, for the purposes of such acquisition this paragraph (c), shall include any existing Domestic Subsidiary that ceases to be an Unrestricted Subsidiary), promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and execute and deliver Collateral Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority Mortgage security interest in the Capital Stock of such Domestic Subsidiary that is owned by any Group Member, (subject ii) deliver to Liens permitted the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by Section 7.3a duly authorized officer of the relevant Group Member, (iii) in favor of cause such Domestic Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, (B) to take such actions as are reasonably necessary or advisable to grant to the Administrative Agent for the benefit of the Secured PartiesLenders a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such Domestic Subsidiary (to the extent required under the Guarantee and Collateral Agreement with respect to property of that type, covering and subject only to Permitted Liens), including the filing of Uniform Commercial Code financing statements in such real property (provided that no Mortgage nor survey shall jurisdictions as may be obtained if required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent determines in consultation with the Borrowers that the costs of obtaining such Mortgage or survey are excessive in relation and (C) to deliver to the value of the security to be afforded thereby), (ii) provide the Lenders with (1) Administrative Agent a lenders’ title insurance policy with extended coverage covering such real property in an amount at least equal to the purchase price certificate of such real property Domestic Subsidiary, substantially in the form of Exhibit C, with appropriate insertions and attachments, and (or such other amount as shall be reasonably specified 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; provided, that the scope of such opinions shall be consistent with the scope of the legal opinions delivered in respect of other Domestic Subsidiaries on the Closing Date. (d) With respect to any Foreign Subsidiary (other than a Foreign Subsidiary designated as well asan Unrestricted Subsidiary as permitted by this Agreement) created or acquired after the Closing Date by any Group Member (other than by any Group Member that is a Foreign Subsidiary), promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such Foreign Subsidiary that is owned by any such Group Member (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) and (ii) deliver to the Administrative Agent the certificates representing such pledged Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Group Member, and take such other action as may be reasonably necessary or, in the opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein; provided, that such Group Member shall not be required to provide a local law pledge agreement with respect to such Capital Stock. Notwithstanding anything to the contrary contained herein, if any Subsidiary shall guarantee obligations in respect of the Second Lien Credit Agreement (or any Permitted Refinancing Indebtedness in respect thereof), such Subsidiary shall promptly become a party to the Guarantee and Collateral Agreement.

Additional Collateral, etc. (a) With respect to any Property (other than Vehicles, cash, Cash Equivalents and other assets expressly excluded from the Collateral or excluded from the requirement that a Lien is perfected on such Property pursuant to the Security Documents) located in the United States property acquired after the Closing Date by the Borrower or any Loan Party Subsidiary Guarantor (other than (w) any property described in clause (b) below, (x) any interests in real property constituting Excluded Assets and any Property described in paragraph (b) of this Section 6.8, (y) any Property property subject to a Lien expressly permitted by Section 7.3(g) and (z) Instruments, Certificated Securities, Securities and Chattel Paper, which are referred to in the last sentence of this paragraph (a)) as to which the Administrative Agent Collateral Agent, for the benefit of the Secured Parties Parties, does not have a perfected Lien, ) promptly (i) give notice of such Property to the Administrative Agent and execute and deliver to the Administrative Collateral Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent reasonably requests or the Collateral Agent deems necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties a security interest in such Property and (ii) take all actions reasonably requested by the Administrative Agent to grant to the Administrative 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 Administrative Agent Collateral Agent, for the benefit of the Secured Parties, has a perfected security interest in such Property as property, (ii) take all actions necessary or advisable to grant to the Collateral Agent, for the benefit of the Closing DateSecured Parties, a perfected first priority security interest in such property (subject to Permitted Liens), includingincluding the entering into of account control agreements (to the extent required by Section 6.15), without limitation, delivery of Collateral that can be perfected by possession and the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent. Any InstrumentAgent or the Collateral Agent and (iii) if requested by the Administrative Agent or the Collateral Agent with respect to any property with a value, Certificated Security (other than in respect the reasonable opinion of the Capital Stock of any Subsidiary)Borrower, Security equal to, individually or Chattel Paper in excess of the aggregate, $500,000 shall be promptly delivered 10,000,000 or more, deliver to the Administrative Agent indorsed and the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in a manner form and substance, and from counsel, reasonably satisfactory to the Administrative Agent to and the Collateral Agent; provided that the actions contemplated by clause (ii) shall not be held as Collateral pursuant required in respect of any such property if perfection of the security interest in such property requires more than entering into of account control agreements (to the relevant Security Documentextent required by Section 6.15) 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 $3,000,000 or more. (b) With Except as required in the process (but not the final reorganization) of effecting a Permitted Reorganization, with respect to any fee interest in any real property located in the United States having a value (together with improvements thereof) of at least $2,000,000 new Subsidiary created or acquired after the Closing Date by the Borrower or any Loan Party (other than any such real property subject to a Lien expressly permitted by Subsidiary Guarantor in accordance with Section 7.3(g)7.17(b), promptly (i) give notice of execute and deliver to the Collateral Agent such acquisition amendments to the Guarantee and Collateral Agreement as the Administrative Agent and execute and deliver a first priority Mortgage (subject or the Collateral Agent deems necessary or advisable to Liens permitted by Section 7.3) in favor of grant to the Administrative Agent Collateral Agent, for the benefit of the Secured Parties, covering a perfected first priority security interest in the Capital Stock of such real property (provided that no Mortgage nor survey shall be obtained if the Administrative Agent determines in consultation with the Borrowers that the costs of obtaining such Mortgage or survey are excessive in relation to the value of the security to be afforded thereby)new Subsidiary, (ii) provide take such steps as are necessary to give the Lenders with Collateral Agent “control” (1as defined in the Uniform Commercial Code) of the Capital Stock, (iii) cause such new Subsidiary (A) to become a lenders’ title insurance policy with extended coverage covering such real property in an amount at least equal party to the purchase price Guarantee and Collateral Agreement and the Intercreditor Agreement pursuant to one or more joinder agreements substantially in the forms attached to each such agreement, (B) to take such actions as are necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such real property new Subsidiary (or such other amount as shall be reasonably specified to the extent required by the Administrative Agent91 Sunshine (Northeast) as well as– Credit Agreement

Additional Collateral, etc. (a) With respect to any Property property or rights acquired after the Merger Effective Time by the Parent or any of its Subsidiaries that is a Loan Party (or is required to be a Loan Party pursuant to the terms of this Agreement and the other Loan Documents) (other than Vehicles, cash, Cash Equivalents and other assets expressly excluded from the Collateral or excluded from the requirement that a Lien is perfected on such Property pursuant to the Security Documents) located in the United States acquired after the Closing Date by any Loan Party (other than (x) any interests in real property and any Property described in paragraph (b) of this Section 6.8), (yc) any Property subject to a Lien expressly permitted by Section 7.3(gor (d) and (z) Instruments, Certificated Securities, Securities and Chattel Paper, which are referred to in the last sentence of this paragraph (a)below) as to which the Administrative Agent Collateral Agent, for the benefit of the Secured Parties Administrative Agent and the Lenders, does not have a perfected Lien, promptly (and, in any event within 90 days following such acquisition) (i) give notice of such Property to the Administrative Agent and execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent or the Collateral Agent reasonably requests request to grant to the Administrative Agent Collateral Agent, for the benefit of the Secured Parties Administrative Agent and the Lenders, a security interest in such Property property and (ii) take all actions reasonably requested by as the Administrative Agent or Collateral Agent reasonably request to grant to the Administrative Agent Collateral Agent, for the benefit of the Secured Parties Administrative Agent and the Lenders, a perfected security interest first priority (subject to the extent required by the Security Documents and with the priority required Liens permitted by Section 4.177.3) in such Property (with respect to Property of a type owned by a Loan Party as of the Closing Date to the extent the Administrative Agent for the benefit of the Secured Parties, has a perfected security interest in such Property as of the Closing Date)property, including, without limitation, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent or 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 $500,000 shall be promptly delivered to the Administrative Agent indorsed in a manner reasonably satisfactory to the Administrative Agent to be held as Collateral pursuant to the relevant Security Document. (b) [Reserved]. (c) With respect to any fee interest in any real property located in the United States having a value (together with improvements thereof) of at least $2,000,000 acquired after the Closing Date by any Loan Party new Subsidiary (other than any such real property subject to a Lien expressly permitted by Section 7.3(g)Excluded Subsidiary) (which, for the purposes of this paragraph (c), shall include any existing Subsidiary that ceases to be an Excluded Subsidiary), created or acquired after the Merger Effective Time promptly (and, in any event within 90 days after the acquisition or formation thereof or the cessation to be an Excluded Subsidiary) (i) give notice of such acquisition execute and deliver to the Administrative Agent and execute the Collateral Agent such amendments, supplements or joinders to the Collateral Agreement as the Administrative Agent or the Collateral Agent reasonably request to grant to the Collateral Agent, for the benefit of the Administrative Agent and deliver the Lenders, a perfected first priority Mortgage (subject to Liens permitted by Section 7.3) security interest in favor the Capital Stock of such new Subsidiary that is owned by the Parent or any of its Subsidiaries that is a Loan Party (or is required to be a Loan Party pursuant to the terms of this Agreement and the other Loan Documents), (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 Parent or such Subsidiary, as the case may be, and take such other action as may be required or the Administrative Agent reasonably requests to perfect the Collateral Agent’s security interest therein, (iii) cause such new Subsidiary to become a party to the Guarantee Agreement and the Collateral Agreement and (iv) if reasonably requested by the Administrative Agent or the Collateral Agent, deliver to the Administrative Agent and the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent and the Collateral Agent. (d) With respect to any new first-tier Foreign Subsidiary or FSHCO of a Loan Party created or acquired after the Merger Effective Time by the Parent or any other Loan Party, promptly (and, in any event within 90 days after the creation or acquisition thereof) (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments, supplements or joinders to the Collateral Agreement as the Administrative Agent or the Collateral Agent reasonably request to grant to the Collateral Agent, for the benefit of the Secured PartiesAdministrative Agent and the Lenders, covering a perfected first priority (subject to Liens permitted by Section 7.3) security interest in the Capital Stock of such real property new Subsidiary (provided that in no Mortgage nor survey event shall more than 65.0% of the total outstanding Capital Stock of any such new Subsidiary that is a CFC or a FSHCO be required to be so pledged); provided, further, that no Loan Party shall be obtained obligated to pledge Capital Stock (A) of a Foreign Subsidiary to the extent such pledge would violate the laws of the jurisdiction of such Foreign Subsidiary’s organization or (B) that is an Excluded Asset, (ii) deliver to the Collateral Agent the certificates, if any, representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of such Loan Party, as the case may be, and take such other action as may be necessary or, in the opinion of the Administrative Agent determines or the Collateral Agent, desirable to perfect the Collateral Agent’s security interest therein and (iii) if reasonably requested by the Administrative Agent or the Collateral Agent, deliver to the Administrative Agent and the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in consultation form and substance, and from counsel, reasonably satisfactory to the Administrative Agent and the Collateral Agent. (e) In addition, within 90 days of the Merger Effective Time, the Parent shall deliver to the Administrative Agent and the Collateral Agent insurance certificates and endorsements naming the Collateral Agent as additional insured or mortgagee and loss payee under the insurance policies of the Parent and its Subsidiaries to the extent required in accordance with the Borrowers Collateral Agreement. (f) For the avoidance of doubt, references in this Section 6.9 to any asset, property, right or Capital Stock of any Subsidiary created or acquired after the Merger Effective Time do not include Excluded Assets (as defined in the Collateral Agreement). (g) The Administrative Agent shall have the right to extend any of the time periods set forth in this Section 6.9 in its discretion. (h) Notwithstanding anything to the contrary in any Loan Document, (i) no Loan Party shall be required, nor shall the Administrative Agent be authorized, (A) to perfect any pledge, security interest or mortgage by any means other than through (x) any filing pursuant to the UCC in the office of the secretary of state (or similar central filing office) of the relevant State(s), (y) any filing in the United States Copyright Office or the United States Patent and Trademark Office with respect to Intellectual Property or (z) delivery to the Administrative Agent to be held in its possession of all Collateral consisting of stock certificates of the Parent and its wholly-owned pledged subsidiaries and certain instruments with a fair market value in excess of $5,000,000, (B) to enter into any account control agreement or lockbox or similar arrangement with respect to any deposit account, securities account or commodities account, (C) to take any action in or required by a jurisdiction other than the United States or with respect to any asset located or titled outside of the United States (and there shall be no guarantee, security agreement or pledge agreement governed by the laws of any such non-U.S. jurisdiction), (D) to seek any landlord waiver, bailee letter, estoppel, warehouseman waiver or other collateral access, lien waiver or similar letter or agreement, (E) to send notices to account debtors or other contractual third-parties unless an Event of Default is continuing and the Obligations have been accelerated pursuant to Section 8 or were not paid when due on the Latest Maturity Date, or (F) to perfect a security interest in any asset to the extent perfection of a security interest in such asset would be prohibited under any applicable Requirement of Law and (ii) (A) in no event will the Collateral include any Excluded Asset, (B) any joinder or supplement to the Collateral Agreement or any other Loan Document executed by any Subsidiary that is required to become a Loan Party pursuant to the costs foregoing provisions of this Section 6.9 may, with the consent of the Administrative Agent or the Collateral Agent (not to be unreasonably withheld, conditioned or delayed), include such schedules (or updates to schedules) as may be necessary to qualify any representation or warranty with respect to such Subsidiary set forth in any Loan Document to the extent necessary to ensure that such representation or warranty is true and correct to the extent required thereby or by the terms of any other Loan Document and (C) neither the taking of a Lien on, nor the perfection of any Lien granted in, those assets as to which the cost of obtaining or perfecting such Mortgage Lien (including any stamp, intangibles or survey are other tax or expenses relating to such Lien) is excessive in relation to the value benefit to the Lenders of the security to be afforded thereby), (ii) provide thereby as reasonably determined by the Lenders with (1) a lenders’ title insurance policy with extended coverage covering such real property in an amount at least equal to Borrower and the purchase price of such real property (or such other amount as Administrative Agent shall be reasonably specified by the Administrative Agent) as well asrequired.

Additional Collateral, etc. (a) With respect to any Property (other than Vehicles, cash, Cash Equivalents and other assets expressly excluded from the Collateral or excluded from the requirement that a Lien is perfected on such Property pursuant to the Security Documents) located in the United States property acquired after the Closing Date by any Loan Party (other than (xw) any interests in real property and any Property described in paragraph (b) of this Section 6.8), (yc) or (d) below, (x) any Property property subject to a Lien expressly permitted by Section 7.3(g), (y) so long as the Term Loan Obligations Payment Date has not occurred, any Term Loan Priority Collateral as to which the Term Loan Representative determines, in its reasonable discretion and in consultation with the Borrower, that the cost of obtaining a security interest therein is excessive in relation to the value of the security to be afforded thereby) and (z) Instruments, Certificated Securities, Securities and Chattel Paper, which are referred to in the last sentence of this paragraph any property (a)other than Term Loan Priority Collateral) as to which the Administrative Agent determines, in its reasonable discretion and in consultation with the Borrower, that the cost of obtaining a security interest therein is excessive in relation to the value of the security to be afforded thereby) as to which the Administrative Agent, for the benefit of the Secured Parties Parties, does not have a perfected Lien, promptly (i) give notice of such Property to the Administrative Agent and 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 reasonably requests advisable to grant to the Administrative Agent for the benefit of the Secured Parties a security interest in such Property and (ii) take all actions reasonably requested by the Administrative Agent to grant to the Administrative 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 Administrative Agent Agent, for the benefit of the Secured Parties, has a security interest in such property and (ii) take all actions necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected security interest in such Property as of property with the Closing Date)priority required by the Intercreditor Agreement, including, without limitation, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent. Any Instrument, Certificated Security (other than in respect of the Capital Stock of any Subsidiary), Security or Chattel Paper in excess of $500,000 shall be promptly delivered to the Administrative Agent indorsed in a manner reasonably satisfactory to the Administrative Agent to be held as Collateral pursuant to the relevant Security Document. (b) With respect to any fee interest in any real property located in the United States having a value (together with improvements thereof) of at least $2,000,000 10,000,000 acquired after the Closing Date by any Loan Party (including a Person that owns such real property and becomes a Loan Party pursuant to this Section 6.10) (other than (i) any such real property subject to a Lien expressly permitted by Section 7.3(g)), ) and (iii) give notice of such acquisition any real property as to which the Administrative Agent (or, so long as the Term Loan Obligations Payment Date has not occurred, the Term Loan Representative) determines, in its reasonable discretion and execute and deliver a first priority Mortgage (subject to Liens permitted by Section 7.3) in favor of the Administrative Agent for the benefit of the Secured Parties, covering such real property (provided that no Mortgage nor survey shall be obtained if the Administrative Agent determines in consultation with the Borrowers Borrower, that the costs cost of obtaining such Mortgage or survey are a security interest therein is excessive in relation to the value of the security to be afforded thereby), within sixty (60) days after the acquisition thereof (or such later date as the Administrative Agent (or, so long as the Term Loan Obligations Payment Date has not occurred, the Term Loan Representative) shall agree to in its sole discretion) execute and deliver to the Administrative Agent the documents and instruments required under Section 5.1(k) (including any legal opinions as the Administrative Agent may reasonably request). (c) With respect to any new Domestic Subsidiary (other than any Immaterial Subsidiary, any CFC Holding Company or any Subsidiary of a Foreign Subsidiary or of a CFC Holding Company) created or acquired after the Closing Date by any Loan Party (which, for the purposes of this paragraph (c), shall include (1) any existing Subsidiary (other than an Immaterial Subsidiary) that becomes a Domestic Subsidiary that is not a CFC Holding Company or a Subsidiary of a Foreign Subsidiary or a CFC Holding Company and (2) any existing Subsidiary that ceases to be an Immaterial Subsidiary (and that is not a CFC Holding Company)), within thirty (30) days after the creation or acquisition of such new Domestic Subsidiary (or such later date as the Administrative Agent (or, so long as the Term Loan Obligations Payment Date has not occurred, the Term Loan Representative) shall agree to in its sole discretion) (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent deems necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected security interest with the priority required by the Intercreditor Agreement in the Capital Stock of such new Subsidiary that is owned by any Loan Party, (ii) provide the Lenders with (1) a lenders’ title insurance policy with extended coverage covering such real property in an amount at least equal subject to the purchase price Intercreditor Agreement, deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated endorsements, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, (iii) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, (B) to take such actions necessary or reasonably advisable to grant to the Administrative Agent for the benefit of the Secured Parties a perfected security interest with the priority required by the Intercreditor Agreement in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent and (C) subject to the Intercreditor Agreement, to deliver to the Administrative Agent a certificate of such real property Subsidiary, substantially in the form of Exhibit C, with appropriate insertions and attachments, and (iv) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. (d) With respect to any new CFC Holding Company or Foreign Subsidiary created or acquired after the Closing Date by any Loan Party (which, for the purposes of this paragraph (d), shall include any existing Subsidiary that becomes a CFC Holding Company or a Foreign Subsidiary), within sixty (60) days after the creation or acquisition of such new CFC Holding Company or Foreign Subsidiary (or such later date as the Administrative Agent (or, so long as the Term Loan Obligations Payment Date has not occurred, the Term Loan Representative) shall agree to in its sole discretion) (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent deems necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected security interest with the priority required by the Intercreditor Agreement in the Capital Stock of such CFC Holding Company or Foreign Subsidiary that is owned by any such Loan Party (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such CFC Holding Company or Foreign Subsidiary be required to be so pledged), (ii) subject to the Intercreditor Agreement, deliver to the Administrative Agent the certificates representing such pledged Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party and take such other amount action as the Administrative Agent deems necessary or reasonably advisable to perfect the Administrative Agent’s security interest therein; provided, that such Loan Party shall be required to provide a local law pledge agreement with respect to such Capital Stock (and local law opinions relating to such local law pledge agreement, which opinions shall be in form and substance, and from counsel, reasonably specified by satisfactory to the Administrative Agent) as well asreasonably requested by the Administrative Agent.

Additional Collateral, etc. (a) With respect to any personal Property acquired, created or developed (other than Vehiclesincluding, cashwithout limitation, Cash Equivalents and other assets expressly excluded from the Collateral filing of any applications for the registration or excluded from the requirement that a Lien is perfected on such Property pursuant to the Security Documentsissuance of any Intellectual Property) located in the United States acquired after the Closing Date by any Loan Party (other than Excluded Assets), promptly (x) any interests in real property and any Property described in paragraph (b) of this Section 6.8, (y) any Property subject to a Lien expressly permitted by Section 7.3(g) and (z) Instruments, Certificated Securities, Securities and Chattel Paper, which are referred to in the last sentence of this paragraph (a)) as to which the Administrative Agent for the benefit of the Secured Parties does not have a perfected Lien, promptly (i) give notice of such Property to the Administrative Agent and execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems reasonably requests necessary to grant to the Administrative Agent Agent, for the benefit of the Secured Parties Parties, a security interest in such Property and (iiy) take all actions reasonably requested by the Administrative Agent necessary to grant to the Administrative 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 Administrative Agent Agent, for the benefit of the Secured Parties, has a perfected first priority security interest (subject to Permitted Liens) in such Property as of to the Closing Date)extent required under the Guarantee and Collateral Agreement, including, including without limitation, the filing of Uniform Commercial Code UCC financing statements in such United States jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent. Any Instrument, Certificated Security (other than in respect of the Capital Stock of any Subsidiary), Security or Chattel Paper in excess of $500,000 shall be promptly delivered to the Administrative Agent indorsed in a manner reasonably satisfactory to the Administrative Agent to be held as Collateral pursuant to the relevant Security Documentapplicable law. (b) With respect to any fee interest in any real property located in the United States having a value (together with improvements thereofother than Excluded Assets) of at least $2,000,000 acquired after the Closing Date by any Loan Party (other than and which is not primarily used as a retail store location, as soon as reasonably practicable and in any case on or prior to 30 days after such real property subject to a Lien expressly permitted by Section 7.3(g)), acquisition or such later date as the Administrative Agent shall agree (i) give notice of such acquisition to the Administrative Agent and execute and deliver a first priority Mortgage (subject to Liens permitted by Section 7.3) Permitted Liens), in favor of the Administrative Agent Agent, for the benefit of the Secured Parties, covering such real property (provided that no Mortgage nor survey shall be obtained if the Administrative Agent determines in consultation with the Borrowers that the costs of obtaining such Mortgage or survey are excessive in relation to the value of the security to be afforded thereby)property, (ii) if requested by the Administrative Agent, provide the Lenders Administrative Agent for the benefit of the Secured Parties with title and extended (1to the extent available without surveys) a lenders’ title coverage 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 lower amount as shall be reasonably specified by the Administrative Agent) as well as, if available and reasonably requested by the Administrative Agent, a current ALTA survey thereof, together with a surveyor’s certificate (in form and substance reasonably satisfactory to the Administrative Agent), each of the foregoing in form and substance reasonably satisfactory to the Administrative Agent, (iii) if reasonably requested by the Administrative Agent, deliver to the Administrative Agent legal opinions of local counsel and counsel in the jurisdiction where the Loan Party that owns such Mortgaged Property is located, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent, and (iv) if such Mortgaged 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 improvements on such Mortgaged Property are located in an area which has been identified by the Secretary of Housing and Urban Development as a “special flood hazard area,” provide to the Administrative Agent (i) evidence of a policy of flood insurance that (A) covers such improvements and (B) is written in an amount reasonably satisfactory to the Administrative Agent (not to exceed 100% of the value of such improvements) and (ii) a confirmation that the applicable Loan Party has received the notice requested pursuant to Section 208.25(i) of Regulation H of the Board. (c) With respect to any new Restricted Subsidiary that would constitute a Guarantor within the meaning of that term created or acquired after the Closing Date (other than Excluded Subsidiaries) by a Loan Party promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent deems necessary to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest (subject to Permitted Liens) in the Capital Stock of such new Restricted Subsidiary that is owned by such Loan Party (other than Excluded Assets), (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 to the extent required by the Guarantee and Collateral Agreement, (iii) cause such new Restricted Subsidiary (A) to become a party to the Guarantee and Collateral Agreement 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 in the Collateral described in the Guarantee and Collateral Agreement with respect to such Restricted Subsidiary, including, without limitation, 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 or by applicable law or as may be reasonably requested by the Administrative Agent, and (iv) if reasonably requested by the Administrative Agent, deliver to the Administrative Agent customary legal opinions relating to the matters described above. (d) Notwithstanding the foregoing provisions of this Section 5.10 or any other provision hereof or of any other Loan Document, (i) the Borrower and Guarantors shall not be required to grant a security interest in any Excluded Assets, (ii) Liens required to be granted pursuant to this Section 5.10, and actions required to be taken, including to perfect such Liens, shall be subject to exceptions and limitations consistent with those set forth in the Security Documents on the Closing Date (or as created or amended after the Closing Date with the approval of the Borrower), (iii) no Loan Party shall be required to take any actions outside the United States to create or perfect any Liens on the Collateral (including, without limitation, any intellectual property registered in any jurisdiction outside the United States) and no Security Document shall be governed by the laws of any jurisdiction outside the United States, (iv) the Loan Parties shall not be required to deliver any landlord waivers, estoppels, collateral access agreements or bailee letters and (v) the Loan Parties shall not be required to deliver control agreements or otherwise deliver perfection by “control” (within the meaning of the Uniform Commercial Code) (including with respect to deposit accounts, securities accounts and commodities accounts), other than delivery of stock certificates of Subsidiaries and instruments and debt securities (and related stock powers and endorsements) to the extent required by the Security Documents, that do not constitute Excluded Assets.

Additional Collateral, etc. (a) With respect to any Property (other than Vehicles, cash, Cash Equivalents and other assets expressly excluded from the Collateral or excluded from the requirement that a Lien is perfected on such Property pursuant to the Security Documents) located in the United States property acquired after the Closing Date by any Loan Party Group Member (other than (x) real property, (y) any interests in real property and any Property described in paragraph (b) of this Section 6.8or (c) below, and (yz) any Property property subject to a Lien expressly permitted by Section 7.3(g) and (z) Instruments, Certificated Securities, Securities and Chattel Paper, which are referred to in the last sentence of this paragraph (a6.2(g)) as to which the Administrative Agent Agent, for the benefit of the Secured Parties Lenders, does not have a perfected Lien, promptly (i) give notice of such Property to the Administrative Agent and execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent reasonably requests deems necessary to grant to the Administrative Agent Agent, for the benefit of the Secured Parties Lenders, a security interest in such Property property and (ii) take all actions reasonably requested by the Administrative Agent necessary to grant to the Administrative Agent Agent, for the benefit of the Secured Parties Lenders, a perfected security interest (to the extent required by the Security Documents and with the first 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 Administrative Agent for the benefit of the Secured Parties, has a perfected security interest in such property, other than Excluded Property as of defined in the Closing Date)Guarantee and Collateral Agreement and subject to Liens expressly permitted by Section 6.2, including, without limitation, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent. Any Instrument, Certificated Security (other than in respect of the Capital Stock of any Subsidiary), Security or Chattel Paper in excess of $500,000 shall be promptly delivered to the Administrative Agent indorsed in a manner reasonably satisfactory to the Administrative Agent to be held as Collateral pursuant to the relevant Security Document. (b) With respect to any fee interest in any real property located in the United States having a value (together with improvements thereof) of at least $2,000,000 new Domestic Subsidiary created or acquired after the Closing Date by any Loan Party (other than any such real property subject to Group Member that is or becomes a Lien expressly permitted by Section 7.3(g))Wholly Owned Subsidiary thereof, promptly (i) give notice of such acquisition execute and deliver to the Administrative Agent such amendments to the Guarantee and execute and deliver Collateral Agreement as the Administrative Agent deems reasonably necessary to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority Mortgage security interest in the Capital Stock of such new Subsidiary that is owned by any Group Member, (subject ii) deliver to Liens permitted the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by Section 7.3a duly authorized officer of the relevant Group Member, (iii) in favor of cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, (B) to take such actions reasonably necessary to grant to the Administrative Agent for the benefit of the Secured PartiesLenders a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement, covering other than Excluded Property as defined in the Guarantee and Collateral Agreement, with respect to such real property (provided that no Mortgage nor survey shall new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be obtained if required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent determines in consultation with the Borrowers that the costs of obtaining such Mortgage or survey are excessive in relation and (C) to deliver to the value of the security to be afforded thereby), (ii) provide the Lenders with (1) Administrative Agent a lenders’ title insurance policy with extended coverage covering such real property in an amount at least equal to the purchase price certificate of such real property Subsidiary, substantially in the form of Exhibit C, with appropriate insertions and attachments, and (or such other amount as shall be iv) if reasonably specified requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. (c) With respect to any new first-tier Foreign Subsidiary created or acquired after the Closing Date by any Group Member (other than any such new Subsidiary designated as well asan Unrestricted Subsidiary), promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent deems reasonably necessary 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 any such Group Member (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), and (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 relevant Group Member, and take such other action as may be reasonably necessary 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.

Additional Collateral, etc. (a) With respect to any Property (other than Vehicles, cash, Cash Equivalents and other assets expressly excluded from the Collateral or excluded from the requirement that a Lien is perfected on such Property pursuant to the Security Documents) located in the United States acquired after the Closing Second Restatement Effective Date by any Loan Party Borrower or any of its Subsidiaries (other than (x) any interests in real property and or any Property described in paragraph (bc) of this Section 6.8Section, (y) vehicles or any Property subject to a Lien expressly permitted by Section 7.3(g) and (z) Instruments, Certificated Securities, Securities and Chattel Paper, which are referred to in the last sentence of this paragraph (a)Property acquired by an Excluded Foreign Subsidiary) as to which the Administrative Agent Agent, for the benefit of the Secured Parties Parties, does not have a perfected Lien, promptly (i) give notice of such Property to the Administrative Agent and execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent reasonably requests deems necessary or advisable to grant to the Administrative Agent Agent, for the benefit of the Secured Parties Parties, a security interest in such Property and (ii) take all actions reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in such Property (other than Deposit Accounts, unless otherwise requested to take such action by the Administrative Agent, in its sole reasonable discretion), including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent. (b) With respect to (i) any fee interest in any real property having an aggregate appraised value (together with improvements thereof) of at least $1,000,000 acquired in one or a series of transactions after the Second Restatement Effective Date by any Borrower or any of its Subsidiaries (including any such real property owned by any new Subsidiary acquired after the Second Restatement Effective Date and excluding any such real property owned by an Excluded Foreign Subsidiary or subject to a Lien expressly permitted by Section 7.3(g)) or (ii) subject to the related Loan Party obtaining the required landlord consent (provided that, each Loan Party shall use commercially reasonable efforts to obtain such consent), any leasehold interest in any real property having an aggregate appraised value of at least $1,000,000 acquired or leased (including any leasehold property interest owned by any new Subsidiary acquired after the Second Restatement Effective Date) in one or a series of transactions after the Second Restatement Effective Date by any Borrower or any of its Subsidiaries, promptly (1) execute and deliver a first priority Mortgage in favor of the Administrative Agent, for the benefit of the Secured Parties, covering such real property, (2) deliver to the Administrative Agent an appraisal of such real property from a firm reasonably satisfactory to the Administrative Agent, (3) if requested by the Administrative Agent, provide the Lenders with (x) title and extended coverage insurance covering such real property in an amount at least equal to the purchase price of such real property as well as a current ALTA survey thereof, together with a surveyor’s certificate and (y) any consents, waivers or estoppels reasonably deemed necessary or advisable by the Administrative Agent in connection with such Mortgage, each of the foregoing in form and substance reasonably satisfactory to the Administrative Agent and (4) 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. Notwithstanding anything to the contrary contained in this Section 6.10(b), (i) in the event that the Borrower is required to obtain flood insurance for any parcel of real property owned in fee with an aggregate appraised value of less than $2,000,000 or a leasehold interest in any real property with an aggregate appraised value of less than $2,000,000 which would otherwise be subject to the requirements of this Section 6.10(b) and the Borrower believes the premiums for such flood insurance to be uneconomical, subject to the following clause (ii), at the Borrower’s written request, the Administrative Agent shall waive the Borrower’s compliance with this Section 6.10(b), provided that, the Borrower has provided the Administrative Agent satisfactory support for such determination, and (ii) the aggregate appraised value of real property either owned in fee or subject to a leasehold interest excluded from the provisions of this Section 6.10(b) may not at any time exceed an amount equal to 2% of the total asset value of the Borrower and its Subsidiaries. (c) With respect to any new Subsidiary (other than an Excluded Foreign Subsidiary) created or acquired after the Second Restatement Effective Date (which, for the purposes of this paragraph, shall include any existing Subsidiary that ceases to be an Excluded Foreign Subsidiary), by any Borrower or any of its Subsidiaries, promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by any Borrower or any of its Subsidiaries, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of such Borrower or such Subsidiary, as the case may be, (iii) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement and (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties a perfected first priority security interest (to in the extent required by Collateral described in the Security Documents Guarantee and with the priority required by Section 4.17) in such Property (Collateral Agreement with respect to Property of a type owned by a Loan Party as of the Closing Date to the extent the Administrative Agent for the benefit of the Secured Parties, has a perfected security interest in such Property as of the Closing Date)new Subsidiary, including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent. Any Instrument, Certificated Security and (other than in respect of iv) if requested by the Capital Stock of any Subsidiary)Administrative Agent, Security or Chattel Paper in excess of $500,000 shall be promptly delivered deliver to the Administrative Agent indorsed legal opinions relating to the matters described above, which opinions shall be in a manner form and substance, and from counsel, reasonably satisfactory to the Administrative Agent to be held as Collateral pursuant to the relevant Security DocumentAgent. (bd) With respect to any fee interest in any real property located in the United States having a value (together with improvements thereof) of at least $2,000,000 new Excluded Foreign Subsidiary created or acquired after the Closing Second Restatement Effective Date by any Loan Party Borrower or any of its Subsidiaries (other than any such real property subject to a Lien expressly permitted by Section 7.3(g)Excluded Foreign Subsidiaries), promptly (i) give notice of such acquisition execute and deliver to the Administrative Agent such amendments to the Guarantee and execute and deliver a first priority Mortgage (subject to Liens permitted by Section 7.3) in favor of 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, covering a perfected first priority security interest in the Capital Stock of such real property new Subsidiary that is owned by such Borrower or any of its Subsidiaries (other than any Excluded Foreign Subsidiaries), (provided that in no Mortgage nor survey event shall be obtained if the Administrative Agent determines in consultation with the Borrowers that the costs of obtaining such Mortgage or survey are excessive in relation to the value more than 65% of the security total outstanding Capital Stock of any such new Excluded Foreign Subsidiary be required to be afforded therebyso pledged), (ii) provide the Lenders with (1) a lenders’ title insurance policy with extended coverage covering such real property in an amount at least equal deliver to the purchase price Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of such real property (Borrower or such Subsidiary, as the case may be, and take such other amount action as shall may be reasonably specified 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) as well as, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.

Additional Collateral, etc. (a) With respect to any Property (other than Vehicles, cash, Cash Equivalents and other assets expressly excluded from the Collateral or excluded from the requirement that a Lien is perfected on such Property pursuant to the Security Documents) located in the United States personal property acquired after the Closing Date directly by any Loan Party the Borrower (other than (x) any interests in real Excluded Assets and other than any property and any Property described in paragraph clause (b) of this Section 6.8, (y) any Property subject to a Lien expressly permitted by Section 7.3(g) and (z) Instruments, Certificated Securities, Securities and Chattel Paper, which are referred to in the last sentence of this paragraph (a)below) as to which the Administrative Agent Collateral Trustee, for the benefit of of, among others, the Secured Parties Lenders, does not have a perfected Lien, the Borrower shall promptly (i) give notice of such Property to the Administrative Agent and execute and deliver to the Administrative Agent Collateral Trustee such amendments to the Guarantee and Collateral Agreement Security Documents or such other documents as the Administrative Agent reasonably requests deems necessary or advisable to grant to the Administrative Agent Collateral Trustee, for the benefit of of, among others, the Secured Parties Lenders, a security interest in such Property property and (ii) take all actions reasonably requested by the Administrative Agent necessary or advisable to grant to the Administrative Agent Collateral Trustee, for the benefit of of, among others, the Secured Parties Lenders, a perfected security interest (to the extent required by the Security Documents and with the first 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 Administrative Agent for the benefit of the Secured Parties, has a perfected security interest in such Property as of the Closing Date)property, including, without limitation, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent. Any Instrument, Certificated Security (other than in respect of the Capital Stock of any Subsidiary), Security or Chattel Paper in excess of $500,000 shall be promptly delivered to the Administrative Agent indorsed in a manner reasonably satisfactory to the Administrative Agent to be held as Collateral pursuant to the relevant Security Document. (b) With respect to any fee interest in any real property located in the United States having new direct Subsidiary (other than a value (together with improvements thereofSubsidiary that is an Excluded Asset) of at least $2,000,000 created or acquired after the Closing Date by any Loan Party (other than any such real property subject to a Lien expressly permitted by Section 7.3(g))the Borrower, the Borrower shall promptly (i) give notice of such acquisition to the Administrative Agent and execute and deliver a first priority Mortgage (subject to Liens permitted by Section 7.3) in favor of the Administrative Collateral Trustee such amendments to the Security Documents as the Agent deems necessary or advisable to grant to the Collateral Trustee, for the benefit of, among others, the Lenders, a perfected first priority security interest in the capital stock of the Secured Parties, covering such real property (provided that no Mortgage nor survey shall be obtained if the Administrative Agent determines in consultation with the Borrowers that the costs of obtaining such Mortgage or survey are excessive in relation to the value of the security to be afforded thereby)new Subsidiary, (ii) provide the Lenders with (1) a lenders’ title insurance policy with extended coverage covering such real property in an amount at least equal deliver to the purchase price Collateral Trustee the certificates representing such capital stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of such real property the Borrower, and (or such other amount as iii) if reasonably requested by the Agent, deliver to the Agent legal opinions (which may be from in-house counsel) relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably specified by satisfactory to the Administrative Agent) as well as.

Additional Collateral, etc. (a) With respect to any Property (other than Vehicles, cash, Cash Equivalents and other assets expressly excluded from the Collateral or excluded from the requirement that a Lien is perfected on such Property pursuant to the Security Documents) located in the United States acquired after the Closing Date by the Company or any Loan Party of its Subsidiaries (other than (xw) any interests interest in real property and or any Property described in paragraph (bc) of this Section 6.86.08, (yx) any Property subject to a Lien expressly permitted by Section 7.3(g7.03(g), (y) Property acquired by an Excluded Domestic Subsidiary and (z) Instruments, Certificated Securities, Securities and Chattel Paper, which are referred to Property acquired by or equity interests in the last sentence of this paragraph (a)an Excluded Foreign Subsidiary) as to which the Administrative Agent Collateral Agent, for the benefit of the Secured Parties Parties, does not have a perfected Lien, promptly (i) give notice of such Property to the Administrative Agent and execute and deliver to the Administrative Collateral Agent such amendments to the Guarantee and Collateral Agreement or (and, for any Foreign Subsidiary Guarantor, such other Security Documents to which it is a party) and such other documents (including intellectual property security agreements) as the Administrative Collateral Agent reasonably requests deems necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties a security interest in such Property and (ii) take all actions reasonably requested by the Administrative Agent to grant to the Administrative 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 Administrative Agent 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 as described in the Guarantee and Collateral Agreement or other Security Documents to which any Foreign Subsidiary Guarantor is a party) and (ii) take all actions necessary or advisable to grant to the Collateral Agent, for the benefit of the Closing DateSecured Parties, a perfected first priority security interest (subject, except in the case of the pledge of any Subsidiary Capital Stock, to Liens permitted by Section 7.03) in such Property (to the extent required by the Guarantee and Collateral Agreement or other Security Documents to which any Foreign Subsidiary Guarantor is a party), including, including without limitation, the filing of Uniform Commercial Code financing statements and equivalent filings in other jurisdictions and/or intellectual property security agreements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or other Security Documents to which any Foreign Subsidiary Guarantor is a party or by law or as may be reasonably requested by the Administrative Collateral Agent. Any Instrument, Certificated Security (other than in respect of the Capital Stock of any Subsidiary), Security or Chattel Paper in excess of $500,000 shall be promptly delivered to the Administrative Agent indorsed in a manner reasonably satisfactory to the Administrative Agent to be held as Collateral pursuant to the relevant Security Document. (b) With respect to any fee simple interest in any real property located in the United States having a value (together with improvements thereof) of at least $2,000,000 4,000,000 acquired after the Closing Date by the Company or any Loan Party of its Subsidiaries (other than any such real property owned by an Excluded Domestic Subsidiary, an Excluded Foreign Subsidiary or subject to a Lien expressly permitted by Section 7.3(g7.03(g)), promptly (i) give notice of such acquisition to the Administrative Agent and execute and deliver a first priority Mortgage (subject to Liens permitted by Section 7.3) in favor of the Administrative Agent Collateral Agent, for the benefit of the Secured Parties, covering such real property (provided that no Mortgage nor survey shall be obtained if the Administrative Agent determines in consultation with the Borrowers that the costs of obtaining such Mortgage or survey are excessive in relation to the value of the security to be afforded thereby)property, (ii) if requested by the Collateral Agent, provide the Lenders with (1x) a lenders’ title insurance policy with and extended coverage insurance covering such real property in an amount at least equal to the purchase price of such real property (or such other amount as shall be reasonably specified by the Administrative Collateral Agent) as well asas 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 Collateral Agent (or equivalent documents, if any, to the extent relevant in the jurisdiction of organization of any Foreign Subsidiary Guarantor or the jurisdiction where such real property is located) and (iii) if requested by the Collateral Agent, deliver to the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agent. No later than three Business Days prior to the date on which a Mortgage is executed and delivered pursuant to this Section 6.08(b), in order to comply with the Flood Laws, the Collateral Agent shall have received the following documents (collectively, the “Flood Documents”): (A) a completed standard “life of loan” flood hazard determination form (a “Flood Determination Form”), (B) if the improvement(s) to the applicable improved real property is located in a special flood hazard area, a notification to the Company (“Company Notice”) and (if applicable) notification to the Company that flood insurance coverage under the National Flood Insurance Program (“NFIP”) is not available because the community does not participate in the NFIP, (C) documentation evidencing the Company’s receipt of the Company Notice (e.g., countersigned Company Notice, return receipt of certified U.S. Mail, or overnight delivery), and (D) if the Company Notice is required to be given and flood insurance is available in the community in which the property is located, a copy of one of the following: the flood insurance policy, the Company’s application for a flood insurance policy plus proof of premium payment, a declaration page confirming that flood insurance has been issued, or such other evidence of flood insurance satisfactory to the Collateral Agent (any of the foregoing being “Evidence of Flood Insurance”) (or equivalent documents, if any, to the extent relevant in the jurisdiction of organization of any Foreign Subsidiary Guarantor or the jurisdiction where such real property is located). (c) With respect to any new Subsidiary (other than an Excluded Foreign Subsidiary) created or acquired after the Closing Date (which, for the purposes of this paragraph, shall include any existing Subsidiary that ceases to be an Excluded Foreign Subsidiary), by the Company or any of its Subsidiaries (other than by an Excluded Domestic Subsidiary), promptly (i) execute and deliver to the Collateral Agent such amendments to the Guarantee and Collateral Agreement (and, for any Foreign Subsidiary Guarantor, such other Security Documents to which it is a party) as the 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 of its Subsidiaries, (ii) deliver to the Collateral Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Company or such Subsidiary, as the case may be, (iii) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement (and, for any Foreign Subsidiary Guarantor, such other Security Documents to which it is to be a party) and (B) to take such actions necessary or advisable to grant to the Collateral Agent for the benefit of the Secured Parties a perfected first priority security interest (subject, except in the case of the pledge of any Subsidiary Capital Stock, to Liens permitted by Section 7.03) in the Collateral described in the Guarantee and Collateral Agreement (and, for any Foreign Subsidiary Guarantor, such other Security Documents to which it is a party) with respect to such new Subsidiary to the extent required by the Guarantee and Collateral Agreement (and, for any Foreign Subsidiary Guarantor, such other Security Documents to which it is a party), including, without limitation, the filing of Uniform 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, or such other Security Documents to which any Foreign Subsidiary Guarantor is a party, or by law or as may be requested by the Collateral Agent, and (iv) 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. (d) With respect to any new Excluded Foreign Subsidiary (other than any De Minimus Excluded Foreign Subsidiary) created or acquired after the Closing Date by the Company or any of its Subsidiaries (which, for the purposes of this paragraph, shall include any existing Subsidiary that ceases to be a De Minimus Excluded Foreign Subsidiary) (other than any Excluded Foreign Subsidiaries), promptly (i) execute and deliver to the Collateral Agent such amendments to the Guarantee and Collateral Agreement (and, for any Foreign Subsidiary Guarantor, such other Security Documents to which it is a party) or such other documents as the Collateral Agent reasonably deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by the Company or any of its Subsidiaries (other than any Excluded Foreign Subsidiaries) (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Excluded Foreign Subsidiary be required to be so pledged), (ii) deliver to the Collateral Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Company or such Subsidiary, as the case may be, and take such other action as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the Lien of the Collateral Agent thereon, and (iii) if requested by the Collateral Agent, deliver to the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agent.

Additional Collateral, etc. (a) With respect to any personal Property (other than Vehicles, cash, Cash Equivalents and other assets expressly excluded from the Collateral or excluded from the requirement that a Lien is perfected on such Property pursuant to the Security Documents) located in the United States acquired after the Closing Restatement Effective Date by Holdings or any of its Restricted Subsidiaries constituting any Additional Regal-Holdings Notes, any other possessory collateral required to be delivered to the Administrative Agent pursuant to any other Section of this Agreement, any collateral accounts required to be created under this Agreement or any other Loan Party Document and any Property provided as replacement Collateral under Section 7.5, (other than but specifically excluding (x) any interests in real property and any Property Collateral described in paragraph paragraphs (b), (c) or (d) of this Section 6.86.10, (y) any Property Collateral subject to a Lien expressly permitted by Section 7.3(gSections 7.3(f) and (g) (but only for so long as so subject) and (z) Instruments, Certificated Securities, Securities and Chattel Paper, which are referred to in the last sentence of this paragraph (a)Collateral acquired by an Excluded Foreign Subsidiary) as to which the Administrative Agent Agent, for the benefit of the Secured Parties Parties, does not have a perfected Liensecurity interest, promptly (and, in any event, within 30 days following the date of such acquisition (or, in the case of replacement Collateral contemplated by Section 7.5, within the time period set forth therein)): (i) give notice of such Property to the Administrative Agent and execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent reasonably requests deems necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties a security interest in such Property and (ii) take all actions reasonably requested by the Administrative Agent to grant to the Administrative 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 Administrative Agent Agent, for the benefit of the Secured Parties, has a perfected security interest in such Property as Collateral and (ii) take all actions necessary or advisable to grant to the Administrative Agent, for the benefit of the Closing Date)Secured Parties, a perfected first priority security interest in such Collateral, including, without limitation, the filing of Uniform Commercial Code UCC financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent. Any Instrument, Certificated Security (other than in respect of the Capital Stock of any Subsidiary), Security or Chattel Paper in excess of $500,000 shall be promptly delivered to the Administrative Agent indorsed in a manner reasonably satisfactory to the Administrative Agent to be held as Collateral pursuant to the relevant Security Document. (b) With respect to any fee interest in any real property located in the United States Real Estate acquired by Holdings or any of its Restricted Subsidiaries having a value (together with improvements thereof) of at least $2,000,000 acquired after the Closing Date by any Loan Party 1,000,000 (other than with respect to any such real property Real Estate, (x) owned by an Excluded Foreign Subsidiary, (y) owned by a new Subsidiary subject to the requirements of Section 6.10(c), or (z) subject to a Lien expressly permitted by Section Sections 7.3(f) or 7.3(g) (but only for so long as so subject)), promptly (and, in any event, within 45 days following the date of such acquisition or such later date permitted by the Administrative Agent): (i) give notice of such acquisition to the Administrative Agent and execute and deliver a first priority Mortgage (subject to Liens permitted by Section 7.3Permitted Liens) in favor of the Administrative Agent Agent, for the benefit of the Secured Parties, covering such real property (provided that no Mortgage nor survey shall be obtained if the Administrative Agent determines in consultation with the Borrowers that the costs of obtaining such Mortgage or survey are excessive in relation to the value of the security to be afforded thereby), (ii) provide the Lenders with (1) a lenders’ title insurance policy with extended coverage covering such real property in an amount at least equal to the purchase price of such real property (or such other amount as shall be reasonably specified by the Administrative Agent) as well asproperty,

Additional Collateral, etc. (a) With respect to any Property new Subsidiary (other than Vehicles, cash, Cash Equivalents and other assets expressly excluded from the Collateral an Excluded Unqualified Subsidiary) created or excluded from the requirement that a Lien is perfected on such Property pursuant to the Security Documents) located in the United States acquired after the Closing 2003 Amendment Effective Date by Holdings or any Loan Party of its Qualified Subsidiaries (other than (x) any interests in real property and any Property described in paragraph (b) of this Section 6.8which, (y) any Property subject to a Lien expressly permitted by Section 7.3(g) and (z) Instruments, Certificated Securities, Securities and Chattel Paper, which are referred to in for the last sentence purposes of this paragraph (ab)) as , shall include any existing Subsidiary that ceases to which the Administrative Agent for the benefit of the Secured Parties does not have a perfected Lienbe an Excluded Unqualified Subsidiary), promptly (i) give notice of such Property to the Administrative Agent and execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent reasonably requests deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by Holdings or any of its Subsidiaries, (ii) if requested by the Administrative Agent or the Required Lenders, 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 the relevant Subsidiary, 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 Administrative Agent for the benefit of the Secured Parties Lenders a perfected first priority security interest in such Property the Collateral described in the Guarantee and (ii) take all actions reasonably requested by the Administrative Agent to grant to the Administrative 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 (Collateral Agreement with respect to Property of a type owned by a Loan Party as of the Closing Date to the extent the Administrative Agent for the benefit of the Secured Partiessuch new Subsidiary, has a perfected security interest in such Property as of the Closing Date), including, without limitation, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent. Any Instrument, Certificated Security The parties hereto acknowledge that the Guarantee and Collateral Agreement provides that each such Subsidiary shall be required to pledge its assets as provided therein but shall not be required to guarantee payment of obligations pursuant thereto unless (other than in respect i) such Subsidiary guarantees payment of all or any portion of the Capital Stock of any Subsidiary)Guaranteed Obligations, Security as defined in the 2001A Participation Agreement and the 2001B Participation Agreement, or Chattel Paper in excess of $500,000 shall be promptly delivered (ii) such Subsidiary is requested to become a guarantor by the Administrative Agent indorsed in a manner reasonably satisfactory to or the Administrative Agent to be held as Collateral pursuant to the relevant Security DocumentRequired Lenders. (b) With respect to any fee interest in any real property located in the United States having a value (together with improvements thereof) of at least $2,000,000 new Excluded Unqualified Subsidiary created or acquired after the Closing 2003 Amendment Effective Date by Holdings or any Loan Party (other than any such real property subject to a Lien expressly permitted by Section 7.3(g))Subsidiary, promptly (i) give notice of such acquisition execute and deliver to the Administrative Agent such amendments to the Guarantee and execute and deliver a first priority Mortgage (subject to Liens permitted by Section 7.3) in favor of Collateral Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured PartiesLenders, covering a perfected first priority security interest in the Capital Stock of such real property new Subsidiary that is owned by Holdings or any Subsidiary that is not an Excluded Unqualified Subsidiary (provided that in no Mortgage nor survey event shall more than 66% of the total outstanding voting Capital Stock of any such new Subsidiary be obtained required to be so pledged), and (ii) if requested by the Administrative Agent determines in consultation with or the Borrowers that the costs of obtaining such Mortgage or survey are excessive in relation Required Lenders, deliver to the value 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 the security to be afforded thereby)relevant Subsidiary, (ii) provide the Lenders with (1) a lenders’ title insurance policy with extended coverage covering such real property in an amount at least equal to the purchase price of such real property (or and take such other amount action as shall may be reasonably specified by necessary or, in the opinion of the Administrative Agent) as well as, desirable to perfect the Administrative Agent’s security interest therein.

Additional Collateral, etc. (a) With respect to any Property (other than Vehicles, cash, Cash Equivalents and other assets expressly excluded from the Collateral new domestic Subsidiary created or excluded from the requirement that a Lien is perfected on such Property pursuant to the Security Documents) located in the United States acquired after the Closing Date by any Loan Note Party (other than any such Subsidiary that is prohibited, pursuant to its Organizational Documents, any Contractual Obligation or otherwise, from guaranteeing or otherwise providing assurance that any of the Obligations will be paid or discharged, or that any agreements relating thereto will be complied with), promptly (xi) any interests in real property execute and any Property described in paragraph (b) of this Section 6.8deliver to the Collateral Agent such amendments to the Guaranty and Pledge Agreement as the Collateral Agent reasonably deems necessary to grant to the Collateral Agent, (y) any Property subject to a Lien expressly permitted by Section 7.3(g) and (z) Instruments, Certificated Securities, Securities and Chattel Paper, which are referred to in the last sentence of this paragraph (a)) as to which the Administrative Agent for the benefit of the Secured Parties does not have Holders, a perfected Lien, promptly (i) give notice security interest in the Capital Stock of such Property to new Guarantor having such priority as set forth in the Administrative Agent and execute and Intercreditor Agreement, (ii) if such Guarantor is a corporation or otherwise issues Capital Stock in certificated form, deliver to the Administrative Collateral Agent the certificates representing such amendments Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of such Guarantor, as the case may be, and (iii) cause such new Guarantor (A) to become a party to the Guarantee Guaranty and Collateral Pledge Agreement and (B) to take such actions reasonably necessary or such other documents as the Administrative Agent reasonably requests advisable to grant to the Administrative Agent Collateral Agent, for the benefit of the Secured Parties a security interest in such Property and (ii) take all actions reasonably requested by the Administrative Agent to grant to the Administrative 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 Administrative Agent for the benefit of the Secured PartiesHolders, has a perfected security interest in the Pledged Collateral described in the Guaranty and Pledge Agreement with respect to such Property as of the Closing Date)new Guarantor, including, without limitation, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee Guaranty and Collateral Pledge Agreement or by law or as may be reasonably requested by the Administrative Collateral Agent. Any Instrument, Certificated Security (other than in respect of the Capital Stock of any Subsidiary), Security or Chattel Paper in excess of $500,000 shall be promptly delivered to the Administrative Agent indorsed in a manner reasonably satisfactory to the Administrative Agent to be held as Collateral pursuant to the relevant Security Document. (b) With respect to any fee interest in any real property located in the United States having a value (together with improvements thereof) of at least $2,000,000 acquired after the Closing Date by any Loan Party (other than any such real property subject to a Lien expressly permitted by Section 7.3(g)), (i) give notice of such acquisition to the Administrative Agent and execute and deliver a first priority Mortgage (subject to Liens permitted by Section 7.3) in favor of the Administrative Agent for the benefit of the Secured Parties, covering such real property (provided that no Mortgage nor survey shall be obtained if the Administrative Agent determines in consultation with the Borrowers that the costs of obtaining such Mortgage or survey are excessive in relation to the value of the security to be afforded thereby), (ii) provide the Lenders with (1) a lenders’ title insurance policy with extended coverage covering such real property in an amount at least equal to the purchase price of such real property (or such other amount as shall be reasonably specified by the Administrative Agent) as well as

Additional Collateral, etc. (a) With respect to any Property (other than Vehicles, cash, Cash Equivalents and other assets expressly excluded from the Collateral or excluded from the requirement that a Lien is perfected on such Property pursuant to the Security DocumentsReal Property) located in the United States acquired after the Closing Date by any Loan Party (other than (x) any interests in real property and any Property described in paragraph (b) of this Section 6.8, (y) any Property subject to a Lien expressly permitted by Section 7.3(g) and (z) Instruments, Certificated Securities, Securities and Chattel Paper, which are referred to in the last sentence of this paragraph (a)) as to which the Administrative Agent Agent, for the benefit of the Secured Parties Parties, does not have a perfected LienLien and security interest, promptly (i) give notice of such Property to the Administrative Agent and execute and deliver to the Administrative Agent such Security Documents or amendments to the Guarantee and Collateral Agreement or such other documents Security Documents as the Administrative Agent reasonably requests deems necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties a security interest in such Property and (ii) take all actions reasonably requested by the Administrative Agent to grant to the Administrative 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 Administrative Agent Agent, for the benefit of the Secured Parties, has a security interest in such Property, (ii) take all actions necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority Lien and security interest in such Property as of the Closing Date(subject only to Permitted Liens), including, without limitationincluding the execution and delivery by all necessary third parties of any Deposit Account Control Agreements and Mortgages, the filing of Uniform Commercial Code UCC financing statements in such jurisdictions as may be required by the Guarantee Security Documents or by law, the filing of any Mortgages in appropriate filing offices and Collateral Agreement or the making of any other filings required by law or as may be reasonably requested by the Administrative Agent. Any Instrument, Certificated Security Agent and (other than in respect of the Capital Stock of any Subsidiary), Security or Chattel Paper in excess of $500,000 shall be promptly delivered iii) deliver to the Administrative Agent indorsed such legal opinions relating to the matters described in a manner clauses (i) and (ii) immediately preceding as the Administrative Agent may reasonably request, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent Agent; provided that unless a Property is acquired for a purchase price or other consideration in excess of $250,000, Borrower shall not be required to be held as Collateral pursuant take the actions specified in this Section 5.10(a) prior to the relevant Security Documentend of the fiscal quarter in which the acquisition occurs, or if earlier, the date at which the cumulative amount of purchase price or other consideration for all Property acquired in such quarter equals or exceeds $250,000, at which time all Property theretofore acquired and not previously made subject to a Lien in favor of the Administrative Agent shall be made so subject. (b) With respect to any fee interest in any real property located in the United States having a value (together with improvements thereof) of at least $2,000,000 Real Property acquired after the Closing Date by any Loan Party (other than any such real property subject to a Lien expressly permitted by Section 7.3(g)acquired for an aggregate consideration valued at less than $100,000), promptly (i) give notice of such acquisition to the Administrative Agent and execute and deliver a first priority Mortgage (subject only to Liens permitted by Section 7.3Permitted Liens) in favor of the Administrative Agent Agent, for the benefit of the Secured Parties, covering such real property (provided that no Mortgage nor survey shall be obtained if and designating thereon the Administrative Agent determines in consultation with the Borrowers that the costs of obtaining such Mortgage or survey are excessive in relation to the value of the security to be afforded thereby)appropriate recording office, (ii) if requested by the Administrative Agent, provide the Lenders Administrative Agent with (1A) a lenders’ title insurance policy with and extended coverage insurance covering such real property in an amount at least equal to the purchase price of such real property (or such other amount as shall be reasonably specified by the Administrative Agent) as well asas a current ALTA or ALTAX survey thereof, together with a surveyor’s certificate, (B) any consents or estoppels reasonably deemed necessary or advisable by the Administrative Agent in connection with such Mortgage, each of the foregoing in form and substance reasonably satisfactory to the Administrative Agent and (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. (c) With respect to any new Subsidiary created or acquired by any Loan Party or otherwise becoming a Subsidiary after the Closing Date, concurrently with such creation, acquisition or becoming a Subsidiary, (i) execute and deliver to the Administrative Agent such Security Documents or amendments to Security Documents as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority Lien and security interest in the Capital Stock of such new Subsidiary that is owned by any Loan Party, (ii) deliver to the Administrative Agent (A) the certificates (if any) representing such Capital Stock, together with undated powers, in blank, executed and delivered by a duly authorized officer of the Loan Party owning such Capital Stock and (B) in the case of a Subsidiary whose Capital Stock is a security that is not evidenced by certificates, an Instructions Agreement, substantially in the form of Annex A to the Guarantee and Security Agreement, duly executed by such Subsidiary and each Loan Party owning such Capital Stock, (iii) cause such new Subsidiary (A) to become a party to the Guarantee and Security Agreement and any other applicable Security Documents (including Mortgages and Deposit Account Control Agreements) and (B) to take such other actions as are necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties a perfected first priority Lien and security interest in the Collateral described in the Guarantee and Security Agreement with respect to such new Subsidiary and, pursuant to Mortgages and Deposit Account Control Agreements, all bank accounts owned by such Subsidiary, subject in each case only to Permitted Liens, including the execution and delivery by all necessary third parties of any Deposit Account Control Agreements and Mortgages, the filing of UCC financing statements in such jurisdictions as may be required by the Guarantee and Security Agreement or by law, the filing of any Mortgages in appropriate filing offices and the making of any other filings required 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 (including Title Opinions) relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. (d) Notwithstanding anything to the contrary in this Section 5.10, paragraphs (a), (b) and (c) of this Section 5.10 shall not apply to any Property or new 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 or expense of obtaining a perfected security interest therein.

Additional Collateral, etc. (a) With Except during a Collateral Release Period, with respect to any Property (other than Vehicles, cash, Cash Equivalents and other assets expressly excluded from the Collateral or excluded from the requirement that a Lien is perfected on such Property pursuant to the Security Documents) located in the United States acquired after the Closing Date by or with respect to any Loan Party property or asset which becomes Collateral pursuant to the definition thereof after the Closing Date, promptly (other than (x) and, in any interests in real property and any Property described in paragraph (b) of this Section 6.8event, (yA) with respect to any Property 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 a Lien expressly permitted by Section 7.3(g) such Deposit Account, Securities Account or Commodities Account and (zB) Instrumentswith respect to any other Collateral or any other property or asset which becomes Collateral, Certificated Securitieswithin 20 Business Days following the date of such acquisition or designation, Securities and Chattel Paperor in each case, which are referred such longer period as consented to in the last sentence of this paragraph (a)) as to which by the Administrative Agent for the benefit of the Secured Parties does not have a perfected Lien, promptly in its sole discretion) (i) give notice of such Property to the Administrative Agent and execute and deliver to the Administrative Agent, the Collateral Agent and the Collateral Trustee such amendments to the Guarantee and Collateral Agreement or such other documents Security Documents as the Administrative Collateral Agent or the Collateral Trustee, as the case may be, deems necessary or reasonably requests advisable to grant to the Administrative Agent Collateral Trustee, for the benefit of the Secured Parties Parties, a security interest in such Property Collateral and (ii) take all actions necessary or reasonably requested by the Administrative Agent to grant to the Administrative 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 Administrative Agent Collateral Trustee, for the benefit of the Secured Parties, has a perfected (subject to the limitations set forth in Section 3.19) first priority security interest in such Property as Collateral (other than any Excluded Perfection Assets and, except with respect to Pledged Securities in the possession of the Closing DateCollateral Trustee, subject to Permitted Liens, and in respect of Pledged Securities in the possession of the Collateral Trustee, the Permitted Liens set forth in clause (g) of the definition thereof and with respect to any other Priority Lien Obligations), including, without limitation, including the filing of Uniform Commercial Code UCC financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent. Any Instrument, Certificated Security the Collateral Agent or the Collateral Trustee (other than 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 Capital Stock of Sixth Amendment Effective Date). Notwithstanding anything set forth herein or in any Subsidiary), Security or Chattel Paper in excess of $500,000 shall be promptly delivered other Loan Document to the Administrative Agent indorsed in a manner reasonably satisfactory contrary, this Section 5.09(a) shall not apply to the Administrative Agent to be held as Intellectual Property Collateral pursuant to the relevant Security Document. (b) With respect to any fee interest in any real property located in the United States having a value (together with improvements thereof) of at least $2,000,000 acquired after the Closing Date by or with respect to any Loan Party property or asset which becomes Intellectual Property Collateral pursuant to the definition of Collateral after the Closing Date (other than any it being agreed and understood that such real property Intellectual Property Collateral shall be subject to a Lien expressly permitted by Section 7.3(g)), (i) give notice of such acquisition to the Administrative Agent and execute and deliver a first priority Mortgage (subject to Liens permitted by Section 7.3) in favor applicable provisions of the Administrative Agent for the benefit of the Secured Parties, covering such real property (provided that no Mortgage nor survey shall be obtained if the Administrative Agent determines in consultation with the Borrowers that the costs of obtaining such Mortgage or survey are excessive in relation to the value of the security to be afforded therebyGuarantee and Collateral Agreement), (ii) provide the Lenders with (1) a lenders’ title insurance policy with extended coverage covering such real property in an amount at least equal to the purchase price of such real property (or such other amount as shall be reasonably specified by the Administrative Agent) as well as.

Additional Collateral, etc. (a) With respect to any Property (other than Vehicles, cash, Cash Equivalents and other assets expressly excluded from the Collateral or excluded from the requirement that a Lien is perfected on such Property pursuant to the Security DocumentsExcluded Collateral) located in the United States (or with respect to Property of any Non-US Guarantor, any Property (other than Excluded Collateral) located in jurisdiction of formation of such Non-US Guarantor or any other jurisdiction in which such Non-US Guarantor has previously granted a security interest to secure the Obligations, in each case to the extent required by the Security Documents to which such Non-US Guarantor is a party) having a value, individually or in the aggregate, of at least $1,000,000 acquired after the Closing Date by the Borrower or any Loan Party Subsidiary Guarantor (other than (xi) any interests in real property and any Property described in paragraph (bc) or paragraph (d) of this Section 6.8, (yii) any Property subject to a Lien expressly permitted by Section 7.3(g) or 7.3(y), and (ziii) Instruments, Certificated Securities, Securities and Chattel Paper, which are referred to in the last sentence of this paragraph (a)) as to which the Administrative Collateral Agent for the benefit of the Secured Parties does not have a perfected Lien, promptly (iA) give notice of such Property to the Administrative Collateral Agent and execute and deliver to the Administrative Collateral Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Collateral Agent reasonably requests to grant to the Administrative Collateral Agent for the benefit of the Secured Parties a security interest in such Property and (iiB) take all actions reasonably requested by the Administrative Collateral Agent to grant to the Administrative Agent Collateral Agent, for the benefit of the Secured Parties Parties, a perfected security interest (to the extent required by the Security Loan 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 the Borrower or any Subsidiary Guarantor as of the Closing Date to the extent the Administrative Agent Collateral Agent, for the benefit of the Secured Parties, has a perfected security interest in such Property as of the Closing Date), including, without limitation, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Collateral Agent. Any If any amount in excess of $1,000,000 payable under or in connection with any of the Collateral shall be or become evidenced by any Instrument, Certificated Security (other than in respect of the Capital Stock of any Subsidiary)Security, Security or Chattel Paper (or, if more than $1,000,000 in excess of $500,000 the aggregate payable under or in connection with the Collateral shall become evidenced by Instruments, Certificated Securities, Securities or Chattel Paper), such Instrument, Certificated Security, Security or Chattel Paper shall be promptly delivered to the Administrative Collateral Agent indorsed in a manner reasonably satisfactory to the Administrative Collateral Agent to be held as Collateral pursuant to this Agreement (or, in the relevant Security Documentcase of any such Collateral that is Term Facility First Priority Collateral, delivered to the BrandCo DIP Agent as gratuitous bailee for the Collateral Agent). (b) With respect to any fee interest in any real property located in the United States having a value (together with improvements thereof) of at least $2,000,000 Real Property acquired after the Closing Date by the Borrower or any Loan Party Subsidiary Guarantor (other than any such real property subject to a Lien expressly permitted by Section 7.3(g)Excluded Collateral), promptly give notice of such acquisition to the Collateral Agent and, if requested by the Collateral Agent pursuant to Section 2.27, execute and deliver a Mortgage and deliver to the Collateral Agent the other Real Property Deliverables requested by the Collateral Agent; (c) With respect to (x) any new Subsidiary that is a Non-Excluded Subsidiary created or acquired after the Closing Date (which, for the purposes of this paragraph, shall include any Subsidiary that was previously an Excluded Subsidiary that becomes a Non-Excluded Subsidiary) by the Borrower or any Subsidiary Guarantor or (y) any other Subsidiary that the Borrower elects to designate as not constituting an “Excluded Subsidiary” pursuant to clause (y) of the first proviso to the definition thereof, promptly, and in any event within 5 calendar days: (i) give notice of such acquisition or creation to the Administrative Collateral Agent and and, if requested by the Collateral Agent or the Borrower, execute and deliver a first priority Mortgage (subject to Liens permitted by Section 7.3) in favor of the Administrative Collateral Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Collateral Agent reasonably deems necessary to grant to the Collateral Agent, for the benefit of the Secured Parties, covering 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 real property new Subsidiary that is owned by the Borrower or such Subsidiary Guarantor (provided as applicable); (ii) deliver to the Collateral Agent pursuant to the terms of the Security Documents (or, in the case of Pledged Securities that are Term Facility First Priority Collateral, the BrandCo DIP Agent as gratuitous bailee for the Collateral Agent), the certificates, if any, representing such Capital Stock (other than Excluded Collateral), together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Subsidiary Guarantor (as applicable); and (iii) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement and (B) (x) to take such actions reasonably necessary to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected security interest (to the extent required by the Security Documents and with the priority required by Section 4.17) in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary (to the extent the Collateral Agent, for the benefit of the Secured Parties, has a perfected security interest in the same type of Collateral as of the Closing Date), including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Collateral Agent and (y) comply with the provisions of Section 6.8(b) with respect to any Real Property (other than Excluded Collateral) owned by such new Subsidiary. (d) With respect to any new first-tier Foreign Subsidiary created or acquired after the Closing Date by the Borrower or any Subsidiary Guarantor, promptly (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 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 (other than any Excluded Collateral) that is owned by the Borrower or such Subsidiary Guarantor (as applicable) and (ii) deliver to the Collateral Agent (or, in the case of Pledged Securities that are Term Facility First Priority Collateral, the BrandCo DIP Agent as gratuitous bailee for the Collateral Agent) the certificates, if any, representing such Capital Stock (other than any Excluded Collateral), together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Subsidiary Guarantor (as applicable). (e) Notwithstanding anything in this Section 6.8 or any Security Document to the contrary, no Mortgage nor survey Liens shall be required to be pledged or created with respect to any of the following (collectively, the “Excluded Collateral”): (A) any “intent-to-use” application for registration of a trademark or service ▇▇▇▇ filed pursuant to Section 1(b) of the ▇▇▇▇▇▇ Act, 15 U.S.C. § 1051, prior to the filing of a “Statement of Use” pursuant to Section 1(d) of the ▇▇▇▇▇▇ Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the ▇▇▇▇▇▇ Act with respect thereto, solely to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of any registration that issues from such intent-to-use application under applicable federal law; (B) any property or asset to the extent that such grant of a security interest is prohibited or effectively restricted by any applicable law (only so long as such prohibition exists and subject to any limitation on such prohibitions under the Bankruptcy Code) or requires a consent not obtained if of any Governmental Authority pursuant to such applicable laws (only so long as such consent requirement exists); (C) any Excluded Equity Securities; (D) (w) any assets owned on or acquired after the Administrative Agent determines Closing Date, to the extent that, and only for so long as, taking such actions would violate applicable law or regulation (after giving effect to Section 9-406(d), 9-407(a), 9-408 or 9-409 of the Uniform Commercial Code and other applicable law), (x) any assets acquired before or after the Closing Date, to the extent that and for so long as such grant would violate an enforceable contractual obligation binding on such assets that existed at the time of the acquisition thereof and was not created or made binding on such assets in consultation contemplation or in connection with the Borrowers acquisition of such assets, (y) any assets (1) owned on the Closing Date or (2) acquired after the Closing Date, in each case in this clause (y), securing Indebtedness of the type permitted pursuant to Section 7.2(c) (or other Indebtedness permitted under Section 7.2(d) or 7.2(j) if such Indebtedness is of the type that is contemplated by Section 7.2(c)) that is secured by a Lien permitted by Section 7.3 so long as the documents governing such Lien do not permit the pledge of such assets to the Collateral Agent, or (z) any lease, license or other agreement, any asset embodying rights, priorities or privileges granted under such leases, licenses or agreements, or any property subject to a purchase money security interest or similar arrangement to the extent that a grant of a security interest therein would violate, breach or invalidate such lease, license or agreement or purchase money arrangement or create a right of acceleration, modification, termination or cancellation in favor of any other party thereto (other than any Loan Party) after giving effect to the applicable anti-assignment provisions of the Uniform Commercial Code or applicable law, other than proceeds and receivables thereof, and only for so long such prohibition exists and to the extent such prohibition was not creation in contemplation of such grant; and (E) (x) any assets to the extent a security interest in such assets could reasonably be expected to result in material adverse tax consequences (including as a result of Section 956 of the Code or any similar law or regulation in any applicable jurisdiction) to Holdings, the Borrower and their respective Subsidiaries, taken as a whole, as agreed by the Borrower and the Required Lenders, or (y) any assets as to which the Required Lenders and the Borrower shall reasonably determine that the costs and burdens of obtaining such Mortgage or survey are excessive in relation to a security interest therein outweigh the value of the security afforded thereby. (f) [reserved]. (g) From time to time the Loan Parties shall execute and deliver, or cause to be executed and delivered, such additional instruments, certificates or documents, and take all such actions, as the Collateral Agent may reasonably request for the purposes implementing or effectuating the provisions of this Agreement and the other Loan Documents, or of renewing the rights of the Secured Parties with respect to the Collateral as to which the Collateral Agent, for the benefit of the Secured Parties, has a perfected Lien pursuant hereto or thereto, including, filing any financing or continuation statements or financing statement amendments under the Uniform Commercial Code (or other similar laws, including the PPSA) in effect in any jurisdiction with respect to the security interests created thereby. Notwithstanding the foregoing, the provisions of this Section 6.8 shall not apply to assets as to which the Required Lenders and the Borrower shall reasonably determine that the costs and burdens of obtaining a security interest therein or perfection thereof outweigh the value of the security afforded thereby. The Administrative Agent (with the consent of the Required Lenders) may grant extensions of time or waivers of requirement for the creation or perfection of security interests in or the obtaining of insurance (including title insurance) or surveys with respect to particular assets (including extensions beyond the Closing Date for the perfection of security interests in the assets of the Loan Parties on such date) where it reasonably determines, in consultation with the Borrower, that perfection or obtaining of such items cannot be accomplished without undue effort or expense by the time or times at which it would otherwise be required by this Agreement or the other Loan Documents. (h) Notwithstanding the foregoing, if (a) the Borrower or any Subsidiary acquires any Real Property constituting Collateral (other than Excluded Collateral) or (b) the Required Lenders or Administrative Agent shall have notified the Borrower in writing that they have or it has a reasonable belief that either the Borrower or any of its Subsidiaries is in breach of its obligations under Section 6.4 (to the extent applicable to Environmental Law or Releases of Materials of Environmental Concern), (ii) provide then the Borrower shall deliver within 60 days after the Required Lenders with (1) a lenders’ title insurance policy with extended coverage covering such real property in an amount at least equal to the purchase price of such real property (or such other amount as shall be reasonably specified by the Administrative Agent, as applicable, requests therefor or such longer period as the Administrative Agent shall agree, at the Borrower’s cost and expense, an environmental assessment report, in the case of clause (b) above of a scope reasonably appropriate to address the subject of the Required Lenders’ or the Administrative Agent’s, as well asapplicable, reasonable belief that such a breach exists, prepared by an environmental consulting firm reasonably acceptable to the Administrative Agent, indicating the presence or absence of Materials of Environmental Concern or noncompliance with Environmental Law and the estimated cost of any compliance, response or other corrective action to address any identified Materials of Environmental Concern, to the extent required by Environmental Law, or noncompliance on such properties. Without limiting the generality of the foregoing, if the Administrative Agent reasonably determines at any time that a material risk exists that any such report will not be provided within the time referred to above, the Administrative Agent may retain an environmental consulting firm to prepare such report at the expense of the Borrower (which report would be addressed to the Borrower), and the Borrower hereby grants and agrees to cause any Subsidiary that owns or leases any property described in such request to grant the Administrative Agent, such firm and any agents or representatives thereof an irrevocable non-exclusive license, subject to the rights of tenants or necessary consent of landlords, to enter onto their respective properties to undertake such an assessment on behalf of the Borrower. By virtue of the foregoing, the Borrower does not intend to waive the attorney-client privilege with respect to any information or advice provided by the environmental consulting firm.

Additional Collateral, etc. (a) With respect to any Property (other than Vehicles, cash, Cash Equivalents and other assets expressly excluded from the Collateral or excluded from the requirement that a Lien is perfected on such Property pursuant to the Security Documents) located in the United States property acquired after the Closing Date by any Loan Party (other than (xA) any interests in real property and any Property described in paragraph (b) of this Section 6.8or (c) below, (yB) any Property property subject to a Lien expressly permitted by Section 7.3(g), (C) so long as the ABL Obligations Payment Date has not occurred, any ABL Priority Collateral as to which the ABL Representative determines, in its reasonable discretion and in consultation with the Borrower, that the cost of obtaining a security interest therein is excessive in relation to the value of the security to be afforded thereby, (D) any property (or, so long as the ABL Obligations Payment Date has not occurred, any property other than ABL Priority Collateral) as to which the Administrative Agent determines, in its reasonable discretion and in consultation with the Borrower, that the cost of obtaining a security interest therein is excessive in relation to the value of the security to be afforded thereby and (zE) Instruments, Certificated Securities, Securities and Chattel Paper, which are referred to any property that is Excluded Property (as defined in the last sentence of this paragraph (aGuarantee and Collateral Agreement)) as to which the Administrative Agent Agent, for the benefit of the Secured Parties Parties, does not have a perfected Lien, promptly (i) give notice of such Property to the Administrative Agent and 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 reasonably requests advisable to grant to the Administrative Agent for the benefit of the Secured Parties a security interest in such Property and (ii) take all actions reasonably requested by the Administrative Agent to grant to the Administrative 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 Administrative Agent Agent, for the benefit of the Secured Parties, has a security interest in such property and (ii) take all actions necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected security interest in any such Property as of property (with the Closing Datepriority required by the Intercreditor Agreement), including, without limitation, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent. Any Instrument, Certificated Security (other than in respect of the Capital Stock of any Subsidiary), Security or Chattel Paper in excess of $500,000 shall be promptly delivered to the Administrative Agent indorsed in a manner reasonably satisfactory to the Administrative Agent to be held as Collateral pursuant to the relevant Security Document. (b) With respect to any fee interest in new Domestic Subsidiary (other than any real property located in the United States having a value (together with improvements thereofExcluded Subsidiary) of at least $2,000,000 created or acquired after the Closing Date by any Loan Party (other than any such real property subject to a Lien expressly permitted by Section 7.3(g)which, for the purposes of this paragraph (c), shall include (1) any existing Subsidiary that becomes a Domestic Subsidiary that is not an Excluded Subsidiary and (2) any existing Domestic Subsidiary that ceases to be an Excluded Subsidiary), within thirty (30) days after the creation or acquisition of such new Domestic Subsidiary (or such later date as the Administrative Agent shall agree to in its sole discretion) (i) give notice of such acquisition execute and deliver to the Administrative Agent such amendments to the Guarantee and execute and deliver Collateral Agreement as the Administrative Agent deems necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority Mortgage security interest in the Capital Stock of such new Subsidiary that is owned by any Loan Party, (subject ii) deliver to Liens permitted the Administrative Agent the certificates representing such Capital Stock, together with undated endorsements, in blank, executed and delivered by Section 7.3a duly authorized officer of the relevant Loan Party and (iii) in favor of cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, (B) to take such actions necessary or reasonably advisable to grant to the Administrative Agent for the benefit of the Secured PartiesParties a perfected security interest with the priority required by the Intercreditor Agreement in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary, covering including the filing of Uniform Commercial Code financing statements in such real property (provided that no Mortgage nor survey shall jurisdictions as may be obtained if required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent determines in consultation with the Borrowers that the costs of obtaining such Mortgage or survey are excessive in relation and (C) to deliver to the value Administrative Agent a certificate of such Subsidiary, substantially in the security form of Exhibit C, with appropriate insertions and attachments. (c) With respect to be afforded therebyany new CFC Holding Company or Foreign Subsidiary created or acquired after the Closing Date by any Loan Party (which, for the purposes of this paragraph (d) shall include any existing Subsidiary that becomes a CFC Holding Company or a Foreign Subsidiary), within sixty (ii60) provide days after the Lenders with (1) a lenders’ title insurance policy with extended coverage covering such real property in an amount at least equal to the purchase price creation or acquisition of such real property new CFC Holding Company or Foreign Subsidiary (or such other amount later date as the Administrative Agent shall be agree to in its sole discretion) (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent deems necessary or reasonably specified by advisable to grant to the Administrative Agent) as well as, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such 71 509265-2041-Active.31278172.28

Additional Collateral, etc. (a) With respect 5.10.1. To the extent the Borrower or any Guarantor is required to ▇▇▇▇▇ ▇ ▇▇▇▇ on any Property (other than Vehicles, cash, Cash Equivalents and other of its property or its assets expressly excluded from in order to secure the Collateral or excluded from the requirement that a Lien is perfected on such Property Obligations pursuant to the Security Documents) located in the United States acquired after the Closing Date by any Loan Party clause (other than (x) any interests in real property and any Property described in paragraph (bi) of this Section 6.86.6, (y) the Borrower shall, and shall cause any Property subject to a Lien expressly permitted by Section 7.3(g) such Guarantor to, at the Borrower’s sole cost and (z) Instruments, Certificated Securities, Securities and Chattel Paper, which are referred to in the last sentence of this paragraph (a)) as to which the Administrative Agent for the benefit of the Secured Parties does not have a perfected Lienexpense, promptly (i) give notice and in any event simultaneously with the grant of any such Property to the Administrative Agent and execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement Initial Lien (or such other documents longer period as the Administrative Agent reasonably requests may agree in writing)), (i) take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties a security interest in such Property and (ii) take all actions reasonably requested by the Administrative Agent to grant to the Administrative 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 Administrative Agent Agent, for the benefit of the Secured Parties, has a perfected security interest with the priority required by Section 6.6 (subject to Liens permitted pursuant to Section 6.6) in such Property as of the Closing Date)property or assets subject to the applicable Initial Lien, including, without limitation, including the filing of Uniform Commercial Code financing statements statements, filings related to aircraft and related assets with the Federal Aviation Administration and International Registry, or other filings or registrations in such jurisdictions any applicable U.S. or non-U.S. jurisdiction as may be required by the Guarantee and Collateral Agreement applicable Security Documents or by law or as may be reasonably requested by the Administrative Agent. Any Instrument, Certificated Security (other than in respect of ii) if reasonably requested by the Capital Stock of any Subsidiary)Administrative Agent, Security or Chattel Paper in excess of $500,000 shall be promptly delivered deliver to the Administrative Agent indorsed legal opinions relating to the matters described above, which opinions shall be in a manner form and substance, and from counsel, reasonably satisfactory to the Administrative Agent to be held as Collateral pursuant to the relevant Security Document. and (biii) With respect to if any fee interest in any real property located in the United States having a value (together with improvements thereof) of at least $2,000,000 acquired after the Closing Date by any Loan Party (Aviation Assets, other than any such real property Specified Collateral, are subject to such Initial Lien, deliver a Lien expressly permitted by Section 7.3(g)), (i) give notice of such acquisition customary intercreditor agreement that is reasonably acceptable to the Administrative Agent and execute and deliver a first priority Mortgage (subject to Liens permitted by Section 7.3) in favor of the Borrower, between the Administrative Agent for and the benefit collateral agent or other representative of holders of Indebtedness secured by such Initial Lien, and which shall provide that the Secured PartiesInitial Lien on such Aviation Assets, covering other than Specified Collateral, shall rank junior in priority to the Liens on such real property (provided that no Mortgage nor survey shall be obtained if Aviation Assets, other than Specified Collateral, granted to the Administrative Agent determines in consultation with order to secure the Borrowers that Obligations. For the costs avoidance of obtaining such Mortgage or survey are excessive doubt, the restrictions in relation this Section 5.10 shall not apply to Liens on Bridge Collateral securing the value Bridge Indebtedness. 5.10.2. For the avoidance of doubt, in addition to any additional Collateral resulting from clause (a) above, the security Collateral shall include any property of a Grantor upon which a Lien is purported to be afforded therebycreated by any Security Document (including any Pledge Agreement), (ii) provide the Lenders with (1) a lenders’ title insurance policy with extended coverage covering such real property in an amount at least equal to the purchase price of such real property (or such other amount as shall be reasonably specified by the Administrative Agent) as well as.

Additional Collateral, etc. (a) With respect to any Property new Subsidiary (other than Vehicles, cash, Cash Equivalents and other assets expressly excluded from the Collateral an Excluded Unqualified Subsidiary) created or excluded from the requirement that a Lien is perfected on such Property pursuant to the Security Documents) located in the United States acquired after the Closing Date by Hanover or any Loan Party of its Qualified Subsidiaries (other than (x) any interests in real property and any Property described in paragraph (b) of this Section 6.8which, (y) any Property subject to a Lien expressly permitted by Section 7.3(g) and (z) Instruments, Certificated Securities, Securities and Chattel Paper, which are referred to in for the last sentence purposes of this paragraph (ab)) as , shall include any existing Subsidiary that ceases to which the Administrative Agent for the benefit of the Secured Parties does not have a perfected Lienbe an Excluded Unqualified Subsidiary), promptly (i) give notice of such Property to the Administrative Agent and execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent reasonably requests deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by Hanover or any of its Subsidiaries, (ii) if requested by the Administrative Agent or the Required Lenders, 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 Hanover or the relevant Subsidiary, 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 Administrative Agent for the benefit of the Secured Parties Lenders a perfected first priority security interest in such Property the Collateral described in the Guarantee and (ii) take all actions reasonably requested by the Administrative Agent to grant to the Administrative 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 (Collateral Agreement with respect to Property of a type owned by a Loan Party as of the Closing Date to the extent the Administrative Agent for the benefit of the Secured Partiessuch new Subsidiary, has a perfected security interest in such Property as of the Closing Date), including, without limitation, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent. Any InstrumentThe parties hereto acknowledge that the Guarantee and Collateral Agreement provides that each such Subsidiary shall be required to pledge its assets as provided therein but shall not be required to guarantee payment of obligations pursuant thereto unless (i) such Subsidiary guarantees payment of all or any portion of the Guaranteed Obligations, Certificated Security as defined in the 2001A Participation Agreement and the 2001B Participation Agreement, or (other than ii) such Subsidiary is requested to become a guarantor by the Administrative Agent or the Required Lenders. (b) With respect to any new Excluded Unqualified Subsidiary created or acquired after the Closing Date by Hanover or any Subsidiary, promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in respect of the Capital Stock of such new Subsidiary that is owned by Hanover or any SubsidiarySubsidiary that is not an Excluded Unqualified Subsidiary (provided that in no event shall (a) more than 66% of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledged and (b) the Capital Stock of Subsidiaries not directly owned by Hanover, HCLP or any Qualified Subsidiary be required to be pledged), Security and (ii) if requested by the Administrative Agent or Chattel Paper in excess of $500,000 shall be promptly delivered the Required Lenders, deliver to the Administrative Agent indorsed the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a manner reasonably satisfactory to duly authorized officer of Hanover or the relevant Subsidiary, and take such other action as may be necessary or, in the opinion of the Administrative Agent Agent, desirable to be held as Collateral pursuant to perfect the relevant Security DocumentAdministrative Agent’s security interest therein. (bc) With respect to any fee interest in any real property located in the United States having a book value (together with improvements thereof) of at least $2,000,000 1,000,000 acquired after the Closing Date by Hanover or any Loan Party Subsidiary (other than (x) any such real property subject to a Lien expressly permitted by Section 7.3(g)8.3(p) and (y) real property acquired by any Excluded Unqualified Subsidiary), promptly (i) give notice of such acquisition to the Administrative Agent and execute and deliver a first priority Mortgage (subject to Liens permitted by Section 7.3) Mortgage, in favor of the Administrative Agent Agent, for the benefit of the Secured PartiesLenders, covering such real property (provided that no Mortgage nor survey shall be obtained if the Administrative Agent determines in consultation with the Borrowers that the costs of obtaining such Mortgage or survey are excessive in relation to the value of the security to be afforded thereby)property, (ii) if requested by the Administrative Agent, provide the Lenders with (1x) a lenders’ title insurance policy with and extended coverage insurance covering such real property in an amount at least equal to the purchase price of such real property (or such other amount as shall be reasonably specified by the Administrative Agent) as well asas a current ALTA survey thereof, together with a surveyor’s certificate and (y) any consents or estoppels reasonably deemed necessary or advisable by the Administrative Agent in connection with such Mortgage, each of the foregoing in form and substance reasonably satisfactory to the Administrative Agent and (iii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.

Additional Collateral, etc. (a) With respect to any Property (other than Vehicles, cash, Cash Equivalents and other assets expressly excluded from the Collateral new domestic Subsidiary created or excluded from the requirement that a Lien is perfected on such Property pursuant to the Security Documents) located in the United States acquired after the Closing Date by any Loan Note Party (other than any such Subsidiary that is prohibited, pursuant to its Organizational Documents, any Contractual Obligation or otherwise, from guaranteeing or otherwise providing assurance that any of the Obligations will be paid or discharged, or that any agreements relating thereto will be complied with), promptly (xi) any interests in real property execute and any Property described in paragraph (b) of this Section 6.8, (y) any Property subject deliver to a Lien expressly permitted by Section 7.3(g) the Collateral Agent such amendments to the Guaranty and (z) Instruments, Certificated Securities, Securities and Chattel Paper, which are referred to in Pledge Agreement as the last sentence of this paragraph (a)) as to which Collateral Agent or the Administrative Agent Holder reasonably deem necessary to grant to the Collateral Agent, for the benefit of the Secured Parties does not have Holders, a perfected Lien, promptly (i) give notice security interest in the Capital Stock of such Property to new Guarantor having such priority as set forth in the Administrative Agent and execute and Intercreditor Agreement, (ii) if such Guarantor is a corporation or otherwise issues Capital Stock in certificated form, deliver to the Administrative Collateral Agent the certificates representing such amendments Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of such Guarantor, as the case may be, and (iii) cause such new Guarantor (A) to become a party to the Guarantee Guaranty and Collateral Pledge Agreement and (B) to take such actions reasonably necessary or such other documents as the Administrative Agent reasonably requests advisable to grant to the Administrative Agent Collateral Agent, for the benefit of the Secured Parties a security interest in such Property and (ii) take all actions reasonably requested by the Administrative Agent to grant to the Administrative 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 Administrative Agent for the benefit of the Secured PartiesHolders, has a perfected security interest in the Pledged Collateral described in the Guaranty and Pledge Agreement with respect to such Property as of the Closing Date)new Guarantor, including, without limitation, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee Guaranty and Collateral Pledge Agreement or by law or as may be reasonably requested by the Administrative Collateral Agent. Any Instrument, Certificated Security (other than in respect of the Capital Stock of any Subsidiary), Security or Chattel Paper in excess of $500,000 shall be promptly delivered to the Administrative Agent indorsed in a manner reasonably satisfactory to the Administrative Agent to be held as Collateral pursuant to the relevant Security Document. (b) With respect to any fee interest in any real property located in the United States having a value (together with improvements thereof) of at least $2,000,000 acquired after the Closing Date by any Loan Party (other than any such real property subject to a Lien expressly permitted by Section 7.3(g)), (i) give notice of such acquisition to the Administrative Agent and execute and deliver a first priority Mortgage (subject to Liens permitted by Section 7.3) in favor of the Administrative Agent for the benefit of the Secured Parties, covering such real property (provided that no Mortgage nor survey shall be obtained if the Administrative Agent determines in consultation with the Borrowers that the costs of obtaining such Mortgage or survey are excessive in relation to the value of the security to be afforded thereby), (ii) provide the Lenders with (1) a lenders’ title insurance policy with extended coverage covering such real property in an amount at least equal to the purchase price of such real property (or such other amount as shall be reasonably specified by the Administrative Agent) as well as

Additional Collateral, etc. (a) With respect to any Property new Subsidiary (other than Vehicles, cash, Cash Equivalents and other assets expressly excluded from the Collateral an Excluded Unqualified Subsidiary) created or excluded from the requirement that a Lien is perfected on such Property pursuant to the Security Documents) located in the United States acquired after the Corporate Credit Agreement Closing Date by Hanover or any Loan Party of its Qualified Subsidiaries (other than (x) any interests in real property and any Property described in paragraph (b) of this Section 6.8which, (y) any Property subject to a Lien expressly permitted by Section 7.3(g) and (z) Instruments, Certificated Securities, Securities and Chattel Paper, which are referred to in for the last sentence purposes of this paragraph (ab)) as , shall include any existing Subsidiary that ceases to which the Administrative Agent for the benefit of the Secured Parties does not have a perfected Lienbe an Excluded Unqualified Subsidiary), promptly (i) give notice of such Property to the Administrative Agent and execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent reasonably requests deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by Hanover or any of its Subsidiaries, (ii) if requested by the Administrative Agent or the Required Lenders, 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 Hanover or the relevant Subsidiary, 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 Administrative Agent for the benefit of the Secured Parties Lenders a perfected first priority security interest in such Property the Collateral described in the Guarantee and (ii) take all actions reasonably requested by the Administrative Agent to grant to the Administrative 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 (Collateral Agreement with respect to Property of a type owned by a Loan Party as of the Closing Date to the extent the Administrative Agent for the benefit of the Secured Partiessuch new Subsidiary, has a perfected security interest in such Property as of the Closing Date), including, without limitation, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent. Any InstrumentThe parties hereto acknowledge that the Guarantee and Collateral Agreement provides that each such Subsidiary shall be required to pledge its assets as provided therein but shall not be required to guarantee payment of obligations pursuant thereto unless (i) such Subsidiary guarantees payment of all or any portion of the Guaranteed Obligations, Certificated Security as defined in the 2001A Participation Agreement and the 2001B Participation Agreement, or (other than ii) such Subsidiary is requested to become a guarantor by the Administrative Agent or the Required Lenders. (b) With respect to any new Excluded Unqualified Subsidiary created or acquired after the Corporate Credit Agreement Closing Date by Hanover or any Subsidiary, promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in respect of the Capital Stock of such new Subsidiary that is owned by Hanover or any SubsidiarySubsidiary that is not an Excluded Unqualified Subsidiary (provided that in no event shall (a) more than 66% of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledged and (b) the Capital Stock of Subsidiaries not directly owned by Hanover, HCLP or any Qualified Subsidiary be required to be pledged), Security and (ii) if requested by the Administrative Agent or Chattel Paper in excess of $500,000 shall be promptly delivered the Required Lenders, deliver to the Administrative Agent indorsed the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a manner reasonably satisfactory to duly authorized officer of Hanover or the relevant Subsidiary, and take such other action as may be necessary or, in the opinion of the Administrative Agent Agent, desirable to be held as Collateral pursuant to perfect the relevant Security DocumentAdministrative Agent's security interest therein. (bc) With respect to any fee interest in any real property located in the United States having a book value (together with improvements thereof) of at least $2,000,000 1,000,000 acquired after the Corporate Credit Agreement Closing Date by Hanover or any Loan Party Subsidiary (other than (x) any such real property subject to a Lien expressly permitted by Section 7.3(g)8.3(p) and (y) real property acquired by any Excluded Unqualified Subsidiary), promptly (i) give notice of such acquisition to the Administrative Agent and execute and deliver a first priority Mortgage (subject to Liens permitted by Section 7.3) Mortgage, in favor of the Administrative Agent Agent, for the benefit of the Secured PartiesLenders, covering such real property (provided that no Mortgage nor survey shall be obtained if the Administrative Agent determines in consultation with the Borrowers that the costs of obtaining such Mortgage or survey are excessive in relation to the value of the security to be afforded thereby)property, (ii) if requested by the Administrative Agent, provide the Lenders with (1x) a lenders’ title insurance policy with and extended coverage insurance covering such real property in an amount at least equal to the purchase price of such real property (or such other amount as shall be reasonably specified by the Administrative Agent) as well asas a current ALTA survey thereof, together with a surveyor's certificate and (y) any consents or estoppels reasonably deemed necessary or advisable by the Administrative Agent in connection with such Mortgage, each of the foregoing in form and substance reasonably satisfactory to the Administrative Agent and (iii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. 7. Amendments to Section 11 of each of the Synthetic Guarantees. (a) Subsection 11.1 of each of the Synthetic Guarantees is hereby amended by deleting such Section in its entirety and adding the following in its place:

Additional Collateral, etc. (a) With respect to any Property (other than Vehicles, cash, Cash Equivalents and other assets expressly excluded from the Collateral or excluded from the requirement that a Lien is perfected on such Property pursuant to the Security Documents) located in the United States property acquired after the Closing Date by Holdings, the Company or any Loan Party Subsidiary (other than (v) real property, (w) immaterial property, (x) any interests in real property and any Property described in paragraph (b) of this Section 6.8or (c) below, (y) property acquired by any Property subject to a Lien expressly permitted by Section 7.3(g) Foreign Subsidiary and (z) Instrumentsassets acquired pursuant to Section 6.06(j) that are not equity interests in, Certificated Securitiesor assets held by, Securities and Chattel Paper, which are referred a Subsidiary Guarantor) that is intended to in be subject to the last sentence of this paragraph (a)) as to which the Administrative Agent for the benefit security interests created by any of the Secured Parties does Security Documents but which is not have a perfected Lienso subject thereto, promptly (i) give notice of such Property to the Administrative Agent and execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent reasonably requests deems necessary or advisable to grant to the Administrative Agent Agent, for the benefit of the Secured Parties Lenders, a security interest in such Property property and (ii) take all actions reasonably requested by the Administrative Agent necessary or advisable to grant to the Administrative Agent Agent, for the benefit of the Secured Parties Lenders, a perfected security interest (to the extent required by the Security Documents and with the first 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 Administrative Agent for the benefit of the Secured Parties, has a perfected security interest in such Property as of the Closing Date)property, including, without limitation, including the filing of Uniform Commercial Code UCC financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent. Any Instrument, Certificated Security (other than in respect of the Capital Stock of any Subsidiary), Security or Chattel Paper in excess of $500,000 shall be promptly delivered to the Administrative Agent indorsed in a manner reasonably satisfactory to the Administrative Agent to be held as Collateral pursuant to the relevant Security Document. (b) With respect to any fee interest in any real property located in the United States having new Subsidiary (other than a value (together with improvements thereofForeign Subsidiary) of at least $2,000,000 created or acquired after the Closing Date by Holdings, the Company or any Loan Party 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 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 Holdings, the Company or any Subsidiary, (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 relevant owner, (iii) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, (B) to take such actions necessary to cause the Lien created by the Guarantee and Collateral Agreement to be duly perfected to the extent required by such agreement in accordance with all applicable Requirements of Law with respect to such new Subsidiary, including the filing of UCC financing statements in such jurisdictions as may be reasonably 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-3, with appropriate insertions and attachments, and (iv) if reasonably requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. (c) With respect to any new Foreign Subsidiary created or acquired after the Closing Date by Holdings, the Company or any Subsidiary (other than by any Foreign 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 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 Holdings, the Company or any Subsidiary (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 relevant owner, and take such other action as may be necessary or, in the reasonable 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) Upon the request of the Administrative Agent, the Company will, and will cause its Domestic Subsidiaries (other than a Domestic Subsidiary that is a Subsidiary, directly or indirectly, of a Foreign Subsidiary) to, promptly grant to the Administrative Agent, within 60 days of such request, security interests and mortgages in such owned real property of the Company and such Domestic Subsidiaries as are acquired after the Closing Date by the Company or such Subsidiary and that, together with any improvements thereon, individually has a value in excess of $2,500,000, as additional security for the obligations of the Credit Parties under any Credit Document (unless the subject property is already mortgaged to a Lien expressly third party to the extent permitted by Section 7.3(g6.02 or has been owned by the Company or such Subsidiary for less than three months and shall be sold pursuant to a sale and lease back transaction permitted by Section 6.05(a) within three months of the date of acquisition by the Company or such Subsidiary)), (i) give notice of such acquisition . Such mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent and execute shall constitute valid and deliver a first priority Mortgage (enforceable perfected Liens subject only to Permitted Liens permitted and such other Liens reasonably acceptable to the Administrative Agent. The mortgages or instruments related thereto shall be duly recorded or filed in such manner and in such places as are required by Section 7.3) law to establish, perfect, preserve and protect the Liens in favor of the Administrative Agent for required to be granted pursuant to the benefit of the Secured Partiesmortgages and all taxes, covering such real property (provided that no Mortgage nor survey fees and other charges payable in connection therewith shall be obtained if paid in full. If requested by the Administrative Agent determines in consultation or the Required Lenders, the Company shall provide a lender's title policy with respect to each such mortgage paid for by the Borrowers that the costs of obtaining such Mortgage or survey are excessive in relation to the value of the security to be afforded thereby)Company, (ii) provide the Lenders with (1) issued by a lenders’ nationally recognized title insurance policy company, together 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 endorsements, coinsurance and reinsurance as shall may be reasonably specified requested by the Administrative Agent) , in form and substance reasonably acceptable to the Administrative Agent, insuring each mortgage as well asa first lien on the relevant mortgaged property and subject only to Liens expressly agreed to by the Administrative Agent.

Additional Collateral, etc. (a) With respect to any Property (other than Vehicles, cash, Cash Equivalents and other assets expressly excluded from the Collateral new Restricted Subsidiary created or excluded from the requirement that a Lien is perfected on such Property pursuant to the Security Documents) located in the United States acquired after the Closing Date by any Loan Party (other than (x) any interests in real property and any Property described in paragraph (b) which, for the purposes of this paragraph, shall include any existing Unrestricted Subsidiary that is designated as a Restricted Subsidiary pursuant to Section 6.810.18), (y) by the Borrower or any Property subject to a Lien expressly permitted by Section 7.3(g) and (z) Instruments, Certificated Securities, Securities and Chattel Paper, which are referred to in the last sentence of this paragraph (a)) as to which the Administrative Agent for the benefit of the Secured Parties does not have a perfected Lienits Restricted Subsidiaries, promptly (i) give notice of such Property to the Administrative Agent and execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent reasonably requests deems necessary or advisable to grant to the Administrative Agent Agent, for the benefit of the Secured Parties Parties, a perfected first priority security interest in the Capital Stock of such Property and new Restricted Subsidiary that is owned by the Borrower or any of its Restricted Subsidiaries, (ii) take all actions reasonably requested by deliver to the Administrative Agent the certificates, if any, representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Restricted Subsidiary, as the case may be, (iii) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement and (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties a perfected first priority security interest (to in the extent required by Collateral described in the Security Documents Guarantee and with the priority required by Section 4.17) in such Property (Collateral Agreement with respect to Property of a type owned by a Loan Party as of the Closing Date to the extent the Administrative Agent for the benefit of the Secured Partiessuch new Subsidiary, has a perfected security interest in such Property as of the Closing Date), including, without limitation, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent. Any Instrument, Certificated Security and (other than in respect of iv) if requested by the Capital Stock of any Subsidiary)Administrative Agent, Security or Chattel Paper in excess of $500,000 shall be promptly delivered deliver to the Administrative Agent indorsed legal opinions relating to the matters described above, which opinions shall be in a manner form and substance, and from counsel, reasonably satisfactory to the Administrative Agent to be held as Collateral pursuant to the relevant Security DocumentAgent. (b) With respect to any fee interest in any real property located in the United States having a value (together with improvements thereof) of at least $2,000,000 acquired after the Closing Date by any Loan Party (other than any such real property subject to a Lien expressly permitted by Section 7.3(g)), (i) give notice of such acquisition to the Administrative Agent and execute and deliver a first priority Mortgage (subject to Liens permitted by Section 7.3) in favor of the Administrative Agent for the benefit of the Secured Parties, covering such real property (provided that no Mortgage nor survey shall be obtained if the Administrative Agent determines in consultation with the Borrowers that the costs of obtaining such Mortgage or survey are excessive in relation to the value of the security to be afforded thereby), (ii) provide the Lenders with (1) a lenders’ title insurance policy with extended coverage covering such real property in an amount at least equal to the purchase price of such real property (or such other amount as shall be reasonably specified by the Administrative Agent) as well as

Additional Collateral, etc. (a) With respect to any Property (other than Vehicles, cash, Cash Equivalents and other assets expressly excluded from the Collateral Additional Guarantor created or excluded from the requirement that a Lien is perfected on such Property pursuant to the Security Documents) located in the United States acquired after the Closing Date by any Loan Party (other than (x) any interests in real property and any Property described in paragraph (b) which, for the purposes of this Section 6.8paragraph, shall include any existing Subsidiary that ceases to be an Excluded Subsidiary or Transparent Subsidiary), within 30 days after the formation or acquisition of such Subsidiary (yor such Subsidiary ceasing to be an Excluded Subsidiary or Transparent Subsidiary) any Property subject to a Lien expressly permitted by Section 7.3(g) and (z) Instruments, Certificated Securities, Securities and Chattel Paper, which are referred to in the last sentence of this paragraph (a)) as to which the Administrative Agent for the benefit of the Secured Parties does not have a perfected Lien, promptly (i) give notice of such Property to the Administrative Agent and execute and deliver to the Administrative Collateral Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent reasonably requests shall be necessary to grant to the Administrative Collateral Agent for the benefit of the Secured Parties a valid and perfected security interest in the Equity Interests of such Property and Additional Guarantor, (ii) deliver to the Collateral Agent (subject to the terms of the First Lien Intercreditor Agreement) the certificates, if any, representing such Equity Interests (to the extent constituting “certificated securities” under the applicable UCC), together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Company or such Subsidiary, as the case may be, (iii) cause such Additional Guarantor (A) to become a party to the Guarantee and Collateral Agreement and (B) to take all such actions reasonably requested by the Administrative Agent as are necessary to grant to the Administrative Collateral Agent for the benefit of the Secured Parties a perfected security interest (to the extent required by the Security Documents valid 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 Administrative Agent for the benefit of the Secured Parties, has a perfected security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such Property as of the Closing Date)Additional Guarantor, including, without limitation, the filing of Uniform Commercial Code UCC financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Collateral Agent. Any Instrument, Certificated Security (iv) 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, 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 (subject to the terms of the First Lien Intercreditor Agreement) 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) Subject to Section 5.7(i), at the request of the Capital Stock 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 UCC financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Collateral Agent, 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 (subject to the terms of the First Lien Intercreditor Agreement) 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 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 change to the name, jurisdiction of incorporation or formation or legal form of the Company 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 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, 2014 (and promptly upon consummation of any Material Acquisition), Security 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 Chattel Paper any of its Subsidiaries that is, in excess the good faith determination of $500,000 shall be promptly delivered 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 indorsed on Schedule 1.1G (or any update thereto previously provided hereunder) or (ii) removing any trademark Registered in the United States by the Company or any of its Subsidiaries that is no longer, in the good faith determination of the Company, material to the business of the Company and its Subsidiaries, taken as a whole; provided that no Principal Trade Name identified on Schedule 1.1G on the Closing Date may be removed from such Schedule. Each year after delivery of the updated Intellectual Property information required pursuant to Section 4.3(b) of the Guarantee and Collateral Agreement, upon written request of the Collateral Agent, the Company shall take such steps as the Collateral Agent may reasonably request in order to (A) perfect, for Intellectual Property of the Credit Parties Registered in the United States, and (B) file, for Key Foreign Trademarks and Key Foreign Patents in their respective jurisdictions, in the case of each of the foregoing clauses (A) and (B) the security interests granted in such Collateral in accordance with the provisions of the Guarantee and Collateral Agreement. (h) Upon the acquisition by the Company or any other Credit Party of Material Real Estate Asset after the Closing Date, the Company shall cause the Collateral and Guarantee Requirement to be satisfied in respect of such Material Real Estate Asset. (i) Notwithstanding anything to the contrary herein, (i) in no case shall a Person be required to grant a security interest in any stock of a 956 Subsidiary (other than 100% of the non-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 manner 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 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 to 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 held as Collateral pursuant to reduced by the relevant Security DocumentEligible Value of the Eligible P&E or Eligible Real Estate for which such Real Estate Deliverable is outstanding. (bk) With respect to any fee interest in any real property located Within 90 days (or, in the United States having a value case of (together with improvements thereofi) the items identified in clause (f) of at least $2,000,000 acquired 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 by any Loan Party (other than any such real property subject to a Lien expressly permitted by Section 7.3(g)), (i) give notice of such acquisition to the Administrative Agent and execute and deliver a first priority Mortgage (subject to Liens permitted by Section 7.3) in favor of the Administrative Agent for the benefit of the Secured Parties, covering such real property (provided that no Mortgage nor survey shall be obtained if the Administrative Agent determines in consultation with the Borrowers that the costs of obtaining such Mortgage or survey are excessive in relation to the value of the security to be afforded thereby), (ii) provide the Lenders with (1) a lenders’ title insurance policy with extended coverage covering such real property in an amount at least equal to the purchase price of such real property (or such other amount later date as shall be reasonably specified by 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) as well as(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.

Additional Collateral, etc. (a) With respect to any Property (other than Vehicles, cash, Cash Equivalents and other assets expressly excluded from the Collateral or excluded from the requirement that a Lien is perfected on such Property pursuant to the Security Documents) located in the United States acquired after the Closing First Restatement Date by any Loan Party Group Member (other than (x) any interests in real property and any Property described in paragraph (b), (c) of this Section 6.8, or (d) below and (y) any Property subject to a Lien expressly permitted by Section 7.3(g) and (z) Instruments, Certificated Securities, Securities and Chattel Paper, which are referred to in the last sentence of this paragraph (a8.3(g)) as to which the Administrative Agent Collateral Agent, for the benefit of the Secured Parties (in the case of any such Property owned by a Group Member other than the Canadian Borrower, Canada’s Wonderland Company or an Excluded Foreign Subsidiary) or for the benefit of the Canadian Secured Parties (in the case of any such Property owned by the Canadian Borrower, Canada’s Wonderland Company or an Excluded Foreign Subsidiary), does not have a perfected Lien, promptly (i) give notice of such Property to the Administrative Agent and execute and deliver to the Administrative Collateral Agent such amendments to the Guarantee and Collateral Agreement and any other Security Document or such other documents as the Administrative Collateral Agent reasonably requests deems necessary or advisable to grant to the Administrative Agent Collateral Agent, for the benefit of the applicable Secured Parties (as set forth above), a security interest and Lien in such Property Property, in each case, in accordance with the terms and conditions of the applicable Security Documents and (ii) take all actions reasonably requested by the Administrative Agent necessary or advisable to grant to the Administrative Agent Collateral Agent, for the benefit of the applicable Secured Parties (as set forth above), a perfected first priority security interest (to the extent required by the Security Documents and with the priority required by Section 4.17) Lien in such Property (with respect to Property of a type owned by a Loan Party as of the Closing Date to the extent the Administrative Agent for the benefit of the Secured PartiesProperty, has a perfected security interest in such Property as of the Closing Date), including, without limitation, including the filing of Uniform Commercial Code and Personal Property Security Act financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or any other Security Document or by law or as may be reasonably requested by the Administrative Collateral Agent. Any Instrument, Certificated Security (other than in respect of the Capital Stock of any Subsidiary), Security or Chattel Paper in excess of $500,000 shall be promptly delivered to the Administrative Agent indorsed in a manner reasonably satisfactory to the Administrative Agent to be held as Collateral pursuant to the relevant Security Document. (b) With respect to any fee interest in any real property located in the United States having a value (together with improvements thereof) of at least $2,000,000 or any leasehold interest with annual rental payments in excess of $250,000 or constituting a ground lease or in respect of property on which an amusement, water, theme or other like park is or is to be situated entered into or acquired after the Closing First Restatement Date by any Loan Party Group Member (other than any such real property subject to a Lien expressly permitted by Section 7.3(g8.3(g)), promptly (i) give notice of such acquisition to the Administrative Agent and execute and deliver a first priority Mortgage (subject to Liens permitted by Section 7.3) or supplemental debenture, in favor of the Administrative Agent Collateral Agent, for the benefit of the Secured PartiesParties (in the case of any such Property owned by a Group Member other than the Canadian Borrower, Canada’s Wonderland Company or an Excluded Foreign Subsidiary) or in favor of the Collateral Agent, for the benefit of the Canadian Secured Parties (in the case of any such Property owned by the Canadian Borrower, Canada’s Wonderland Company or an Excluded Foreign Subsidiary), covering such real property (provided that no Mortgage nor survey shall be obtained if the Administrative Agent determines in consultation with the Borrowers that the costs of obtaining such Mortgage or survey are excessive in relation to the value of the security to be afforded thereby)property, (ii) if requested by the Collateral Agent, provide the Lenders applicable Secured Parties with (1x) a lenders’ title insurance policy with and extended coverage insurance covering such real property in an amount at least equal to the purchase price of such real property (or such other amount as shall be reasonably specified by the Administrative Collateral Agent) as well asas 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 Collateral Agent and (iii) if requested by the Collateral Agent, deliver to the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agent. (c) With respect to any new Material Subsidiary (other than an Excluded Foreign Subsidiary) created or acquired after the First Restatement Date by any Group Member (which, for the purposes of this paragraph (c), shall include any existing Material Subsidiary that ceases to be an Excluded Foreign Subsidiary or any existing Subsidiary that becomes a Material Subsidiary), promptly (i) execute and deliver to the Collateral Agent such amendments to the Guarantee and Collateral Agreement and each other Security Document or such other documents as the Collateral Agent reasonably deems necessary or advisable to grant to the Collateral Agent, for the benefit of the U.S. Secured Parties, a perfected first priority security interest and Lien in the Capital Stock of such new Subsidiary that is owned by any Group Member, subject to Liens for Statutory Prior Claims, (ii) deliver to the Collateral Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Group Member, (iii) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement and any other document requested by the Collateral Agent to guarantee the Obligations, (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 and Lien in the Collateral, subject to Liens expressly permitted by Section 8.3(g), with respect to such new Subsidiary, including the filing of Uniform Commercial Code and Personal Property Security Act financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement, any other Security Document or by law or as may be requested by the Collateral Agent and (C) to deliver to the Collateral Agent a certificate of such Subsidiary, substantially in the form of Exhibit H, with appropriate insertions and attachments, and (iv) 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. (d) With respect to any new Excluded Foreign Subsidiary created or acquired after the First Restatement Date by any Group Member (other than by the Canadian Borrower, Canada’s Wonderland Company or any Group Member that is an Excluded Foreign Subsidiary), promptly (i) execute and deliver to the Collateral Agent such amendments to the Guarantee and Collateral Agreement and such other Security Documents 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 and Lien in the Capital Stock of such new Subsidiary that is owned by any such Group Member (provided that in no event shall more than 65% of the total outstanding voting Capital Stock (and 100% of any non voting Capital Stock) of any such new Subsidiary be required to be so pledged), subject to Liens securing Statutory Prior Claims which are paid when due, or if not paid when due that are being contested in good faith by appropriate proceedings and for which appropriate reserves have been established, (ii) deliver to the Collateral Agent the certificates representing such Capital Stock, together with undated stock or other transfer powers, in blank, executed and delivered by a duly authorized officer of the relevant Group Member, as the case may be, and take such other action as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the Collateral Agent’s security interest and Lien therein, and (iii) if requested by the Collateral Agent, deliver to the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agent. (e) With respect to any new Excluded Foreign Subsidiary created or acquired after the First Restatement Date by any Group Member, promptly (i) execute and deliver to the Collateral Agent (x) such amendments or supplements to the Canadian Security Documents and such other Security Documents as the Collateral Agent reasonably deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Canadian Secured Parties, a perfected first priority security interest and Lien in the Capital Stock of such new Excluded Foreign Subsidiary that is owned by any Group Member, subject to Liens securing Statutory Prior Claims, (ii) deliver to the Collateral Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Group Member, (iii) cause such new Excluded Foreign Subsidiary (A) to become a party to the existing Canadian Security Documents or enter into new Canadian Security Documents, as applicable, (B) to take such actions necessary or advisable to grant to the Collateral Agent for the benefit of the Canadian Secured Parties a perfected first priority security interest and Lien in the Collateral with respect to such new Excluded Foreign Subsidiary, subject to Liens permitted by Section 8.3, including the filing of Uniform Commercial Code and Personal Property Security Act financing statements in such jurisdictions as may be required by the Canadian Security Documents or by law or as may be requested by the Collateral Agent, (C) to deliver to the Collateral Agent a certificate of such Excluded Foreign Subsidiary, substantially in the form of Exhibit H, with appropriate insertions and attachments and (D) to guarantee the Canadian Obligations, and (iv) if requested by the Collateral Agent, deliver to the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agent.

Additional Collateral, etc. (a) With respect to any Property property (other than Vehicles, cash, Cash Equivalents and other assets expressly excluded from the Collateral or excluded from the requirement that a Lien is perfected on such Property pursuant to the Security Documents) located extent included in the United States definition of Collateral and not constituting Excluded Assets) acquired after the Closing Date by any Loan Party (other than (x) any interests in real property and any Property described in paragraph (b) of this Section 6.8or (c) below, and (y) any Property property subject to a Lien expressly permitted by Section 7.3(g) and (z) Instruments, Certificated Securities, Securities and Chattel Paper, which are referred to in the last sentence of this paragraph (a)) as to which the Administrative Agent Agent, for the ratable benefit of the Secured Parties Parties, does not have a perfected Lien, promptly (i) give notice of such Property execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement, or such other documents as the Administrative Agent may reasonably deem necessary or advisable to evidence that such Loan Party is a Guarantor and to grant to the Administrative Agent, for the ratable benefit of the Secured Parties, a security interest in such property and (ii) take all actions necessary or advisable in the opinion of the Administrative Agent to grant to the Administrative Agent, for the ratable benefit of the Secured Parties, a perfected first priority (except as expressly permitted by Section 7.3) security interest and Lien in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement, or by law or as may be requested by the Administrative Agent. (b) With respect to Target and any new direct or indirect Domestic Subsidiary of the Borrower created or acquired after the Closing Date (including any such Domestic Subsidiary acquired pursuant to a Permitted Acquisition), 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 requests deems necessary or advisable to grant to the Administrative Agent Agent, for the ratable benefit of the Secured Parties Parties, a perfected first priority security interest and Lien in the Capital Stock of such Property and new Domestic Subsidiary that is owned directly or indirectly by the Borrower, (ii) deliver to the Administrative Agent such documents and instruments as may be reasonably required to grant, perfect, protect and ensure the priority of such security interest, including but not limited to, the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or any other applicable Loan Party, (iii) cause such new Domestic Subsidiary (A) to become a party to the Guarantee and Collateral Agreement as a Grantor and a Guarantor thereunder, (B) to take all such actions reasonably requested by 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 (to and Lien in the extent required by Collateral described in the Security Documents Guarantee and with the priority required by Section 4.17) in such Property (Collateral Agreement, with respect to Property of a type owned by a Loan Party as of the Closing Date to the extent the Administrative Agent for the benefit of the Secured Partiessuch new Domestic Subsidiary, has a perfected security interest in such Property as of the Closing Date), including, without limitation, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent. Any Instrument, Certificated Security (other than C) to become a Loan Party by executing a joinder agreement in respect of the Capital Stock of any Subsidiary), Security or Chattel Paper form and substance acceptable to Administrative Agent in excess of $500,000 shall be promptly delivered its reasonable discretion and (D) to deliver to the Administrative Agent indorsed a certificate of the secretary (or other equivalent officer) of such Domestic Subsidiary of the type described in a manner Section 5.1(c), in form reasonably satisfactory to the Administrative Agent to be held as Collateral pursuant Agent, with appropriate insertions and attachments, and (iv) if requested by the Administrative Agent, deliver to the relevant Security DocumentAdministrative Agent legal opinions addressing such matters as the Administrative Agent may reasonably specify, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, any Subsidiary created for the purpose of consummating an acquisition and that the Borrower plans to merge out of existence in connection with such acquisition shall not be required to comply with the foregoing clause (b) provided that such Subsidiary is actually merged out of existence in connection with such acquisition. (bc) With respect to any fee interest in new First Tier Foreign Subsidiary or any real property located in the United States having a value (together with improvements thereof) of at least $2,000,000 First Tier Foreign Subsidiary Holding Company, as applicable, 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 as the Administrative Agent reasonably deems necessary or advisable to grant to the 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 (other provided that in no event shall more than 66% of the total outstanding voting Capital Stock of any such real property new First Tier Foreign Subsidiary or First Tier Foreign Subsidiary Holding Company, as applicable, be required to be so pledged), (ii) deliver to the Administrative Agent the certificates representing such Capital Stock (if certificated), together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and take such other action (including, as applicable, the delivery of any Foreign Pledge Documents reasonably requested by the Administrative Agent for any Foreign Subsidiaries that contribute more than $1,500,000 in revenue) as may be necessary or, in the reasonable 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 $1,500,000 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. 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 Closing Date or (ii) an entity becomes a Loan Party if such entity owns Material Real Property at the time it becomes a Loan Party, cause such Material Real Property to be subject to a Lien expressly permitted by Section 7.3(g)), (i) give notice of such acquisition to the Administrative Agent and execute and deliver a first priority Mortgage (subject to Liens permitted by Section 7.3) in favor of the Administrative Agent for the benefit of the Secured PartiesParties and take, covering or cause the relevant Loan Party to take, such real property (provided that no Mortgage nor survey actions as shall be obtained if necessary or reasonably requested by the Administrative Agent determines to grant and perfect or record such Lien, in consultation each case to the extent required by, and subject to the limitations and exceptions of, the Loan Documents and to otherwise comply with the Borrowers that requirements of the costs of obtaining such Mortgage or survey are excessive in relation Loan Documents. Notwithstanding anything to the value 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 security to be afforded thereby), address of any such Material Real Property and (iiy) the Administrative Agent shall provide the Lenders with at least 30 days’ prior written notice of the address of such Material Real Property (1it 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). Notwithstanding the foregoing, the Administrative Agent shall not enter into any Mortgage in respect of any real property acquired by any Loan Party after the 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 lenders’ title insurance policy with extended coverage covering completed flood hazard determination from a third party vendor; (ii) if such real property is located in an amount at least equal a “special flood hazard area”, (A) a notification to the purchase price Borrower (or applicable Loan Party) of that fact and (if applicable) notification to the Borrower that flood insurance coverage is not available and (B) evidence of the receipt by the Borrower of such notice; and (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 (or such other amount as shall be reasonably specified by the Administrative Agent) as well asis located, evidence of required flood insurance.

Additional Collateral, etc. (a) With respect to any Property (other than Vehicles, cash, Cash Equivalents and other assets expressly excluded from the Collateral or excluded from the requirement that a Lien is perfected on such Property pursuant to the Security Documents) located in the United States acquired after the Closing Date by the Company or any Loan Party Subsidiary Guarantor (other than (xw) any interests interest in real property and or any Property described in paragraph (b) of this Section 6.86.08, (yx) any Property subject to a Lien expressly permitted by Section 7.3(g7.03(g) and or, (y) Property acquired by an Excluded Subsidiary or (z) InstrumentsProperty in respect of which the cost of obtaining a security interest in, Certificated Securitiesor perfection of, Securities and Chattel Papersuch Property is excessive relative to the practical benefit of the Lenders afforded thereby, which are referred to as determined by the Administrative Agent in the last sentence of this paragraph (a)its reasonable discretion) as to which the Administrative Agent Collateral Agent, for the benefit of the Secured Parties Parties, does not have a perfected Lien, promptly (i) give notice of such Property to the Administrative Agent and execute and deliver to the Administrative Collateral Agent such amendments to the Guarantee and Collateral Agreement or and such other documents (including intellectual property security agreements) as the Administrative Collateral Agent reasonably requests deems necessary or advisable to grant to the Administrative Agent Collateral Agent, for the benefit of the Secured Parties 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 $5,000,000acquired after the Closing Date by the Company or any Subsidiary Guarantor (or owned by any Person that becomes a Subsidiary Guarantor) having a Fair Market Value of at least $25,000,000 on the date such real property is acquired (other than real property in respect of which the cost of obtaining a Mortgage or other security interest in, or perfection of, such real property is excessive relative to the practical benefit of the Lenders afforded thereby, as determined by the Administrative Agent in its reasonable discretion), 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), provided that a zoning endorsement shall only be required where zoning evidence is reasonably available from the local municipality, (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 (or a survey update or existing survey with a “no change” affidavit, in each case acceptable to a title company issuing a title insurance policy requested hereunder), (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 Administrative 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 Security Documents Guarantee 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 Administrative Agent for the benefit of the Secured Parties, has a perfected security interest in such Property as of the Closing Date)Collateral Agreement, including, without limitation, the filing of Uniform Commercial Code financing statements and intellectual property security agreements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be and if reasonably requested by the Administrative Collateral Agent. Any Instrument, Certificated Security (with respect to any Subsidiary other than in respect of the Capital Stock of any an Immaterial Subsidiary), Security or Chattel Paper in excess of $500,000 shall be promptly delivered deliver to the Administrative Collateral Agent indorsed in a manner reasonably satisfactory customary legal opinions relating to the Administrative Agent to be held as Collateral pursuant to the relevant Security Documentmatters described above. (bd) With respect 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 fee interest in fiduciary or other implied duties, nor has any real property located in the United States having duty or obligation to any Lender or participant or any other Person as a value (together with improvements thereof) of at least $2,000,000 acquired after the Closing Date by any Loan Party (other than any such real property subject to a Lien expressly permitted by Section 7.3(g)), (i) give notice of such acquisition to the Administrative Agent and execute and deliver a first priority Mortgage (subject to Liens permitted by Section 7.3) in favor result of the Administrative Agent for the benefit of the Secured Parties, covering such real property (provided that no Mortgage nor survey shall be obtained if the Administrative Agent determines in consultation with the Borrowers that the costs of obtaining such Mortgage or survey are excessive in relation to the value of the security to be afforded thereby), (ii) provide the Lenders with (1) a lenders’ title insurance policy with extended coverage covering such real property in an amount at least equal to the purchase price of such real property (or such other amount as shall be reasonably specified by the Administrative Co-Collateral Agent) as well as’s rights under Section 6.05 and Section 6.08.

Additional Collateral, etc. (a) With respect to any Property (other than Vehicles, cash, Cash Equivalents and other assets expressly excluded from the Collateral or excluded from the requirement that a Lien is perfected on such Property pursuant to the Security Documents) located in the United States acquired after the Closing Date by the Company or any Loan Party Subsidiary Guarantor (other than (xw) any interests interest in real property and or any Property described in paragraph (b) of this Section 6.86.08, (yx) any Property subject to a Lien expressly permitted by Section 7.3(g7.03(g), (y) and Property acquired by an Excluded Subsidiary or (z) InstrumentsProperty in respect of which the cost of obtaining a security interest in, Certificated Securitiesor perfection of, Securities and Chattel Papersuch Property is excessive relative to the practical benefit of the Lenders afforded thereby, which are referred to as determined by the Administrative Agent in the last sentence of this paragraph (a)its reasonable discretion) as to which the Administrative Agent Collateral Agent, for the benefit of the Secured Parties Parties, does not have a perfected Lien, promptly (i) give notice of such Property to the Administrative Agent and execute and deliver to the Administrative Collateral Agent such amendments to the Guarantee and Collateral Agreement or and such other documents (including intellectual property security agreements) as the Administrative Collateral Agent reasonably requests deems necessary or advisable to grant to the Administrative Agent Collateral Agent, for the benefit of the Secured Parties 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 acquired after the Closing Date by the Company or any Subsidiary Guarantor (or owned by any Person that becomes a Subsidiary Guarantor) having a Fair Market Value of at least $25,000,000 on the date such real property is acquired (other than real property in respect of which the cost of obtaining a Mortgage or other security interest in, or perfection of, such real property is excessive relative to the practical benefit of the Lenders afforded thereby, as determined by the Administrative Agent in its reasonable discretion), the Company shall notify the Collateral Agent and the Co-Collateral Agent promptly after the BorrowerCompany 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), provided that a zoning endorsement shall only be required where zoning evidence is reasonably available from the local municipality, (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 (or a survey update or existing survey with a “no change” affidavit, in each case acceptable to a title company issuing a title insurance policy requested hereunder), (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 Administrative 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 Security Documents Guarantee 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 Administrative Agent for the benefit of the Secured Parties, has a perfected security interest in such Property as of the Closing Date)Collateral Agreement, including, without limitation, the filing of Uniform Commercial Code financing statements and intellectual property security agreements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be and if reasonably requested by the Administrative Collateral Agent. Any Instrument, Certificated Security (with respect to any Subsidiary other than in respect of the Capital Stock of any an Immaterial Subsidiary), Security or Chattel Paper in excess of $500,000 shall be promptly delivered deliver to the Administrative Collateral Agent indorsed in a manner reasonably satisfactory customary legal opinions relating to the Administrative Agent to be held as Collateral pursuant to the relevant Security Documentmatters described above. (bd) With respect 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 fee interest in fiduciary or other implied duties, nor has any real property located in the United States having duty or obligation to any Lender or participant or any other Person as a value (together with improvements thereof) of at least $2,000,000 acquired after the Closing Date by any Loan Party (other than any such real property subject to a Lien expressly permitted by Section 7.3(g)), (i) give notice of such acquisition to the Administrative Agent and execute and deliver a first priority Mortgage (subject to Liens permitted by Section 7.3) in favor result of the Administrative Agent for the benefit of the Secured Parties, covering such real property (provided that no Mortgage nor survey shall be obtained if the Administrative Agent determines in consultation with the Borrowers that the costs of obtaining such Mortgage or survey are excessive in relation to the value of the security to be afforded thereby), (ii) provide the Lenders with (1) a lenders’ title insurance policy with extended coverage covering such real property in an amount at least equal to the purchase price of such real property (or such other amount as shall be reasonably specified by the Administrative Co-Collateral Agent) as well as’s rights under Section 6.05 and Section 6.08.

Additional Collateral, etc. (a) With respect Take promptly such actions, to the extent permitted by applicable law, as the Collateral Agent or the Required Lenders may from time to time reasonably request to establish and maintain first-priority, perfected security interests in and Liens on all of their real and personal property as collateral (subject to other Permitted Liens) pursuant to the applicable Collateral Documents and to execute and deliver to the Collateral Agent a Guaranty, in each case reasonably satisfactory to the Collateral Agent and the Required Lenders, to secure and support the Obligations (except to the extent otherwise expressly provided herein or in any Property (Collateral Document), including reaffirmations and, if appropriate, amendments of Guaranties and Collateral Documents previously provided under the Existing Credit Agreement, provided, that the granting of such Guaranty and/or Collateral by any such Subsidiary does not create any material increased income tax liability on the part of DASI and its Subsidiaries, and provided, further, that the granting of such Guaranty and/or Collateral by any other than Vehicles, cash, Cash Equivalents and other assets expressly excluded non-U.S. Subsidiary shall not be required prior to a request therefor to DASI from the Collateral Agent or excluded from the requirement Required Lenders; upon such request such Guaranty and/or Collateral shall be granted as soon as practicable but in any event within 60 days of such request unless such grant would violate a material obligation of the grantor to a non-Affiliate under Indebtedness permitted under Section 7.2. (i) To cause each Person that becomes a Lien is perfected Material Subsidiary on such Property pursuant to the Security Documents) located in the United States acquired or after the Closing Date by any Loan Party (other than (x) any interests in real property to promptly execute and any Property described in paragraph (b) of this Section 6.8deliver to the Collateral Agent a Guaranty, (y) any Property subject and grant to a Lien expressly permitted by Section 7.3(g) and (z) Instrumentsthe Collateral Agent, Certificated Securities, Securities and Chattel Paper, which are referred to in the last sentence of this paragraph (a)) as to which the Administrative Agent for the benefit of the Secured Parties does Collateral Agent and the Lenders, such security interests and Liens as are required under clause (a) of this Section 6.9, and, (ii) to the extent required under clause (a) of this Section 6.9, to cause each Person owning such Material Subsidiary to pledge pursuant to Collateral Documents reasonably satisfactory to the Collateral Agent and the Required Lenders 100% (or 65% if such Person is not have a perfected Lien, promptly (iincorporated in the United States) give notice of the shares of capital stock or other ownership interests of such Property to the Administrative Agent and execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent reasonably requests Material Subsidiary. (c) Notwithstanding anything set forth in this Section 6.9, no Group Member will be required to grant to the Administrative Agent for the benefit of the Secured Parties a security interest in such Excluded Property and (ii) take all actions reasonably requested by the Administrative Agent any Finance Subsidiary shall not be required to execute a Guaranty or grant to the Administrative 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 Administrative Agent for the benefit of the Secured Parties, has a perfected security interest in such Property as of its property to guaranty the Closing Date), including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent. Any Instrument, Certificated Security (other than in respect of the Capital Stock of any Subsidiary), Security or Chattel Paper in excess of $500,000 shall be promptly delivered to the Administrative Agent indorsed in a manner reasonably satisfactory to the Administrative Agent to be held as Collateral pursuant to the relevant Security DocumentObligations. (bd) With respect to any fee interest in any real property located in No Group Member will guarantee or otherwise become liable for payment of Subordinated Indebtedness or the United States having Senior Unsecured Notes unless such Group Member shall have executed and delivered a value (together with improvements thereof) of at least $2,000,000 acquired after the Closing Date by any Loan Party (other than any such real property subject to a Lien expressly permitted by Section 7.3(g)), (i) give notice of such acquisition to the Administrative Agent Guaranty and execute and deliver a first priority Mortgage (subject to Liens permitted by Section 7.3) in favor of the Administrative Agent for the benefit of the Secured Parties, covering such real property (provided that no Mortgage nor survey shall be obtained if the Administrative Agent determines in consultation with the Borrowers that the costs of obtaining such Mortgage or survey are excessive in relation to the value of the security to be afforded thereby), (ii) provide the Lenders with (1) a lenders’ title insurance policy with extended coverage covering such real property in an amount at least equal to the purchase price of such real property (or such other amount as shall be reasonably specified by the Administrative Agent) as well asapplicable Collateral Documents.

Additional Collateral, etc. (a) With respect to any personal Property (other than Vehicles, cash, Cash Equivalents and other assets expressly excluded from the Collateral or excluded from the requirement that a Lien is perfected on such Property pursuant to the Security Documents) located in the United States acquired after the Closing Restatement Effective Date by Holdings or any of its Restricted Subsidiaries constituting any Additional Regal-Holdings Notes, any other possessory collateral required to be delivered to the Administrative Agent pursuant to any other Section of this Agreement, any collateral accounts required to be created under this Agreement or any other Loan Party Document and any Property provided as replacement Collateral under Section 7.5, (other than but specifically excluding (x) any interests in real property and any Property Collateral described in paragraph paragraphs (b), (c) or (d) of this Section 6.86.10, (y) any Property Collateral subject to a Lien expressly permitted by Section 7.3(gSections 7.3(f) and (g) (but only for so long as so subject) and (z) Instruments, Certificated Securities, Securities and Chattel Paper, which are referred to in the last sentence of this paragraph (a)Collateral acquired by an Excluded Foreign Subsidiary) as to which the Administrative Agent Agent, for the benefit of the Secured Parties Parties, does not have a perfected Liensecurity interest, promptly (and, in any event, within 30 days following the date of such acquisition (or, in the case of replacement Collateral contemplated by Section 7.5, within the time period set forth therein)): (i) give notice of such Property to the Administrative Agent and execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent reasonably requests deems necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties a security interest in such Property and (ii) take all actions reasonably requested by the Administrative Agent to grant to the Administrative 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 Administrative Agent Agent, for the benefit of the Secured Parties, has a perfected security interest in such Property as Collateral and (ii) take all actions necessary or advisable to grant to the Administrative Agent, for the benefit of the Closing Date)Secured Parties, a perfected first priority security interest in such Collateral, including, without limitation, the filing of Uniform Commercial Code UCC financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent. Any Instrument, Certificated Security (other than in respect of the Capital Stock of any Subsidiary), Security or Chattel Paper in excess of $500,000 shall be promptly delivered to the Administrative Agent indorsed in a manner reasonably satisfactory to the Administrative Agent to be held as Collateral pursuant to the relevant Security Document. (b) With respect to any fee interest in any real property located in the United States Real Estate acquired by Holdings or any of its Restricted Subsidiaries having a value (together with improvements thereof) of at least $2,000,000 acquired after the Closing Date by any Loan Party 1,000,000 (other than with respect to any such real property Real Estate, (x) owned by an Excluded Foreign Subsidiary, (y) owned by a new Subsidiary subject to the requirements of Section 6.10(c), or (z) subject to a Lien expressly permitted by Section Sections 7.3(f) or 7.3(g) (but only for so long as so subject)), promptly (and, in any event, within 45 days following the date of such acquisition or such later date permitted by the Administrative Agent): (i) give notice of such acquisition to the Administrative Agent and execute and deliver a first priority Mortgage (subject to Liens permitted by Section 7.3Permitted Liens) in favor of the Administrative Agent Agent, for the benefit of the Secured Parties, covering such real property (provided that no Mortgage nor survey shall be obtained if the Administrative Agent determines in consultation with the Borrowers that the costs of obtaining such Mortgage or survey are excessive in relation to the value of the security to be afforded thereby)property, (ii) if requested by the Administrative Agent, provide the Lenders Secured Parties with (1x) a lenders’ title insurance policy with and extended coverage insurance covering such real property complying with the provisions of Schedule 6.10(b), in an amount at least equal to the purchase price of such real property (or such other amount as shall be reasonably specified by the Administrative Agent) as well asas a current ALTA survey in substantially the form of such surveys delivered in connection with the Original Credit Agreement, together with a surveyor's certificate, (y) any consents or estoppels reasonably deemed necessary or advisable by the Administrative Agent in connection with such Mortgage, each of the foregoing in form and substance reasonably satisfactory to the Administrative Agent and (z) Phase I environmental reports (and where appropriate based upon such Phase I environmental reports and at the request of the Administrative Agent, Phase II environmental reports) with respect to such real property, all in form and substance reasonably satisfactory to the Administrative Agent; and (iii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. (c) With respect to any new Subsidiary (other than an Excluded Foreign Subsidiary, any Unrestricted Subsidiary created or acquired pursuant to an Investment made in accordance with Sections 7.8(k) or (l), any Foreign Subsidiary of RCM in existence on the Restatement Effective Date and Next Generation Network, Inc.) created or acquired after the Restatement Effective Date (which, for the purposes of this Section 6.10(c), shall include any existing Subsidiary that (i) ceases to be an Excluded Foreign Subsidiary or (ii) ceases to be an Unrestricted Subsidiary and becomes a Restricted Subsidiary), by either of the Borrowers or any of their respective Restricted Subsidiaries, promptly (and, in any event, within 30 days following such creation or the date of such acquisition): (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement, if any, as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by either of the Borrowers or any of their respective Restricted Subsidiaries, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of such Borrower or such Restricted Subsidiary, as the case may be, (iii) cause such new Subsidiary (A) to become party to the Guarantee and Collateral Agreement as a Guarantor (but not a Grantor (except with respect to the Capital Stock of its Restricted Subsidiaries)) thereunder and (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties a perfected first priority security interest (subject to Permitted Liens) in any Real Estate owned in fee by such Subsidiary having a value (together with improvements thereof) of at least $1,000,000 (other than Real Estate subject to a Lien expressly permitted by Sections 7.3(f) or 7.3(g) (but only for so long as so subject)), promptly (and, in any event, within 45 days following the date of such acquisition or such later date as permitted by the Administrative Agent) (I) execute and deliver a first priority Mortgage (subject to Permitted Liens) in favor of the Administrative Agent, for the benefit of the Secured Parties, covering such real property, and (II) if requested by the Administrative Agent, provide the Secured Parties with (x) title and extended coverage insurance covering such real property complying with the provisions of Schedule 6.10(b); and (iv) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described in clause (iii) above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. (d) With respect to any new Excluded Foreign Subsidiary created or acquired after the Restatement Effective Date by either of the Borrowers or any of their respective Restricted Subsidiaries (other than any Foreign Subsidiary of RCM in existence on the Restatement Effective Date), promptly (and, in any event, within 30 days following such creation or the date of such acquisition): (i) execute and deliver to the Administrative Agent 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 either of the Borrowers or any of their respective 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 representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of such Borrower or such Domestic Subsidiary, as the case may be, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the security interest 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 apply to any Property, new Subsidiary or new Excluded Foreign Subsidiary created or acquired after the Restatement Effective 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) The Administrative Agent is hereby authorized by the Lenders to enter into such amendments to the Guarantee and Collateral Agreement as the Administrative Agent deems necessary to effectuate the provisions of this Section 6.10.

Additional Collateral, etc. (a) With respect to any Property (other than Vehicles, cash, Cash Equivalents and other assets expressly excluded from the property constituting Collateral or excluded from the requirement that a Lien is perfected on such Property pursuant to the Security Documents) located described in the United States Guarantee and Collateral Agreement acquired after the Closing Date by any Loan Party (other than (x) any interests in real property and any Property described in paragraph (b) of this Section 6.8, (y) any Property subject to a Lien expressly permitted by Section 7.3(g) and (z) Instruments, Certificated Securities, Securities and Chattel Paper, which are referred to in the last sentence of this paragraph (a)) as to which the Administrative Agent Agent, for the benefit of the Secured Parties Lenders, does not have a perfected Lien, promptly (i) give notice of such Property to the Administrative Agent and execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent reasonably requests deems necessary or advisable to grant to the Administrative Agent Agent, for the benefit of the Secured Parties Lenders, a security interest in such Property property and (ii) take all actions reasonably requested by the Administrative Agent necessary or advisable to grant to the Administrative Agent Agent, for the benefit of the Secured Parties Lenders, a perfected security interest (to the extent required by the Security Documents and with the first 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 Administrative Agent for the benefit of the Secured Parties, has a perfected security interest in such Property as of the Closing Date)property, including, without limitation, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent. Any Instrument, Certificated Security (other than in ; provided that the Loan Parties shall not be required to take any such action with respect to any Intellectual Property acquired after the Closing Date until the earlier of the Capital Stock date on which (i) the aggregate value of any Subsidiary), Security or Chattel Paper in excess of $500,000 all such Intellectual Property with respect to which the actions described above have not already been taken shall be promptly delivered at least $10,000,000 or (ii) the list describing such Intellectual Property is required to be furnished to the Administrative Agent indorsed in a manner reasonably satisfactory to the Administrative Agent to be held as Collateral and each Lender pursuant to the relevant Security DocumentSection 6.2(b). (b) With respect to any fee new Subsidiary (other than a Foreign Subsidiary, an Excluded Subsidiary, a Securitization Entity or any Subsidiary of a Foreign Subsidiary, Excluded Subsidiary or Securitization Entity) 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 as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by any real property located Loan Party, (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 relevant Loan Party, (iii) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected first priority security interest in the United States having Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent and (C) to deliver to the Administrative Agent a value certificate of such Subsidiary, substantially in the form of Exhibit C, with appropriate insertions and attachments, and (together with improvements thereofiv) of at least $2,000,000 if reasonably requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. (c) With respect to any new Foreign Subsidiary created or acquired after the Closing Date by any Loan Party (other than by any such real property subject to Foreign Subsidiary, an Excluded Subsidiary or a Lien expressly permitted by Section 7.3(g)Securitization Entity), promptly (i) give notice of such acquisition execute and deliver to the Administrative Agent such amendments to the Guarantee and execute and deliver a first priority Mortgage (subject to Liens permitted by Section 7.3) in favor of Collateral Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured PartiesLenders, covering a perfected first priority security interest in a portion of the Capital Stock of such real property new Subsidiary that is owned by any such Loan Party (provided that in no Mortgage nor survey event shall be obtained if the Administrative Agent determines in consultation with the Borrowers that the costs of obtaining such Mortgage or survey are excessive in relation to the value more than 66% of the security total outstanding voting Capital Stock of any such new Subsidiary be required to be afforded therebyso pledged), (ii) provide the Lenders with (1) a lenders’ title insurance policy with extended coverage covering such real property in an amount at least equal deliver to the purchase price Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of such real property (or the relevant Group Member, and take such other amount action as shall 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 specified requested by the Administrative Agent) as well as, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.

Additional Collateral, etc. (a) With respect to any Property having a value of at least $2,000,000 individually (other than Vehicles, cash, Cash Equivalents and other assets expressly so long as the aggregate fair market value of the Properties excluded by the Borrower from inclusion in the Collateral or excluded from the requirement that as a Lien is perfected on result of such Property pursuant to the Security Documents) located threshold at any time does not exceed $10,000,000 in the United States aggregate) acquired after the Closing Date by any Loan Party Grantor (other than (x) any interests in real property and any Property described in paragraph (b) of this Section 6.8acquired by an Excluded Foreign Subsidiary, (y) Property (other than any Property subject to a Lien expressly permitted Oil and Gas Property) acquired by Section 7.3(g) any Bison Entities, and (z) Instruments, Certificated Securities, Securities any other Property excluded from the Collateral pursuant to the terms of the Guarantee and Chattel Paper, which are referred to in the last sentence of this paragraph (a)Collateral Agreement) as to which the Administrative Agent Agent, for the benefit of the Secured Parties Parties, does not have a perfected Lien, promptly (i) give notice of such Property to the Administrative Agent and execute and deliver to the Administrative Agent Mortgages, such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent reasonably requests deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a security interest (subject to Permitted Liens) in such Property and (ii) take all actions necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in such Property, including without limitation, the filing of Mortgages or Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent. (a) 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 Holdings, the Borrower or any of Borrower's Subsidiaries, cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement and (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties a security interest in such Property and (ii) take all actions reasonably requested by the Administrative Agent subject to grant to the Administrative 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 4.17Permitted Liens) in such Property (the Collateral described in the Guarantee and Collateral Agreement with respect to Property of a type owned by a Loan Party as of the Closing Date to the extent the Administrative Agent for the benefit of the Secured Parties, has a perfected security interest in such Property as of the Closing Date)new Subsidiary, including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent. Any Instrument, Certificated Security (other than in respect of the Capital Stock of any Subsidiary), Security or Chattel Paper in excess of $500,000 shall be promptly delivered to the Administrative Agent indorsed in a manner reasonably satisfactory to the Administrative Agent to be held as Collateral pursuant to the relevant Security Document. (b) With respect Use commercially reasonable efforts to any fee interest in any real property located in the United States having a value (together with improvements thereof) of at least $2,000,000 acquired after the Closing Date by any Loan Party (other than any such real property subject to a Lien expressly permitted by Section 7.3(g)), (i) give notice of such acquisition deliver to the Administrative Agent and execute and deliver a first priority Mortgage (subject to Liens permitted by Section 7.3) in favor of the Administrative Agent Agent, for the benefit of the Secured PartiesLenders, covering such real property as soon as commercially practicable, the certificates representing the shares of Class B Common Stock of the Borrower (provided that no Mortgage nor survey shall be obtained if the Administrative Agent determines in consultation or substitute certificates with the Borrowers that the costs of obtaining such Mortgage or survey are excessive in relation same rights) issued to the value of Original Lenders (as defined in the security to be afforded therebyExisting Credit Agreement), (ii) provide the Lenders together with (1) a lenders’ title insurance policy with extended coverage covering stock power for each such real property in an amount at least equal to the purchase price certificate executed by a duly authorized officer of such real property (or such other amount as shall be reasonably specified by the Administrative Agent) as well asOriginal Lender.

Additional Collateral, etc. (a) With respect to any Property (other than VehiclesIf, cash, Cash Equivalents and other assets expressly excluded from the Collateral or excluded from the requirement that a Lien is perfected on such Property pursuant to the Security Documents) located in the United States acquired after the Closing Date by date hereof, any Loan Party (other than (x) any interests in real property and any Property described in paragraph (b) of this Section 6.8, (y) any Property subject to a Lien expressly permitted by Section 7.3(g) and (z) Instruments, Certificated Securities, Securities and Chattel Paper, which are referred to in the last sentence of this paragraph (a)) as to which the Administrative Agent for the benefit Material Subsidiary of the Secured Parties does not have a perfected LienBorrower shall be formed, acquired or capitalized, promptly (i) give notice of such Property to the Administrative Agent and execute and deliver to the Administrative Agent Agent, as applicable, (A) a stock certificate or certificates evidencing all of the issued and outstanding shares of capital stock of such amendments Subsidiary held by Borrower or its Subsidiary, together with undated stock powers covering each such certificate, duly executed in blank by the Borrower or the Subsidiary that directly owns such capital stock, (B) a supplement to the Guarantee and Collateral Agreement, executed by a duly authorized officer of the Borrower and such Subsidiary, pursuant to which the capital stock of any such Subsidiary acquired or created is pledged thereunder on the same terms as those provided in respect of pledges under the Guarantee and Collateral Agreement or on the Closing Date and pursuant to which any such Subsidiary becomes a Subsidiary Guarantor thereunder on the same terms as those provided in respect of pledges under the Guarantee and Collateral Agreement on the Closing Date, pursuant to documentation satisfactory to the Administrative Agent, (C) legal opinions with respect to the pledge of stock from the General Counsel of the Borrower and/or such other counsel as are reasonably satisfactory to the Administrative Agent, PROVIDED that the scope of such opinions shall be no broader than the scope of the opinions of such counsel delivered on the Closing Date, and (D) such other certificates, resolutions and documents as the Administrative Agent may reasonably requests to grant to the Administrative Agent for the benefit request; PROVIDED that if such Subsidiary is a Subsidiary more than 65% of the Secured Parties assets of which are securities of foreign companies (such determination to be made on the basis of fair market value) or such Subsidiary is a security interest in Foreign Subsidiary, only 65% of the stock of such Property Subsidiary shall be required to be pledged pursuant to this subsection; PROVIDED, FURTHER, that no such Subsidiary shall be required to become a Guarantor if it is a Foreign Subsidiary; and (ii) PROVIDED, FURTHER, that no such capital stock shall be required to be pledged pursuant hereto during any Positive Security Period. In addition, the Borrower shall from time to time promptly take all necessary actions reasonably requested by in the Administrative Agent to grant to the Administrative Agent for the benefit of the Secured Parties a perfected security interest foregoing clauses (to the extent required by the Security Documents and with the priority required by Section 4.17A) in such Property through (D) with respect to Property of a type owned by a Loan Party as of the Closing Date Subsidiaries in order to the extent the Administrative Agent for the benefit of the Secured Parties, has a perfected security interest in such Property as of the Closing Date), including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent. Any Instrument, Certificated Security (other than in respect of the Capital Stock of any Subsidiary), Security or Chattel Paper in excess of $500,000 shall be promptly delivered to the Administrative Agent indorsed in a manner reasonably satisfactory to the Administrative Agent to be held as Collateral pursuant to the relevant Security Document. (b) With respect to any fee interest in any real property located in the United States having a value (together with improvements thereof) of at least $2,000,000 acquired after the Closing Date by any Loan Party (other than any such real property subject to a Lien expressly permitted by Section 7.3(g)), (i) give notice of such acquisition to the Administrative Agent and execute and deliver a first priority Mortgage (subject to Liens permitted by Section 7.3) in favor of the Administrative Agent for the benefit of the Secured Parties, covering such real property (provided that no Mortgage nor survey shall be obtained if the Administrative Agent determines in consultation comply with the Borrowers that the costs definition of obtaining such Mortgage or survey are excessive in relation to the value of the security to be afforded thereby), (ii) provide the Lenders with (1) a lenders’ title insurance policy with extended coverage covering such real property in an amount at least equal to the purchase price of such real property (or such other amount as shall be reasonably specified by the Administrative Agent) as well as"Material Subsidiary."

Additional Collateral, etc. (a) With Except during a Collateral Release Period, with respect to any Property (other than Vehicles, cash, Cash Equivalents and other assets expressly excluded from the Collateral or excluded from the requirement that a Lien is perfected on such Property pursuant to the Security Documents) located in the United States acquired after the Closing Date by or with respect to any Loan Party property or asset which becomes Collateral pursuant to the definition thereof after the Closing Date, promptly (other than (x) and, in any interests in real property and any Property described in paragraph (b) of this Section 6.8event, (yA) with respect to any Property 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 a Lien expressly permitted by Section 7.3(g) such Deposit Account, Securities Account or Commodities Account and (zB) Instrumentswith respect to any other Collateral or any other property or asset which becomes Collateral, Certificated Securitieswithin 20 Business Days following the date of such acquisition or designation, Securities and Chattel Paperor in each case, which are referred such longer period as consented to in the last sentence of this paragraph (a)) as to which by the Administrative Agent for the benefit of the Secured Parties does not have a perfected Lien, promptly in its sole discretion) (i) give notice of such Property to the Administrative Agent and execute and deliver to the Administrative Agent, the Collateral Agent and the Collateral Trustee such amendments to the Guarantee and Collateral Agreement or such other documents Security Documents as the Administrative Collateral Agent or the Collateral Trustee, as the case may be, deems necessary or reasonably requests advisable to grant to the Administrative Agent Collateral Trustee, for the benefit of the Secured Parties Parties, a security interest in such Property Collateral and (ii) take all actions necessary or reasonably requested by the Administrative Agent to grant to the Administrative 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 Administrative Agent Collateral Trustee, for the benefit of the Secured Parties, has a perfected (subject to the limitations set forth in Section 3.19) first priority security interest in such Property as Collateral (other than any Excluded Perfection Assets and, except with respect to Pledged Securities in the possession of the Closing DateCollateral Trustee, subject to Permitted Liens, and in respect of Pledged Securities in the possession of the Collateral Trustee, the Permitted Liens set forth in clause (g) of the definition thereof and with respect to any other Priority Lien Obligations), including, without limitation, including the filing of Uniform Commercial Code UCC financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent. Any Instrument, Certificated Security the Collateral Agent or the Collateral Trustee (other than 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 Capital Stock of Sixth Amendment Effective Date). Notwithstanding anything set forth herein or in any Subsidiary), Security or Chattel Paper in excess of $500,000 shall be promptly delivered other Loan Document to the Administrative Agent indorsed in a manner reasonably satisfactory contrary, this Section 5.09(a) shall not apply to Intellectual Property Collateral acquired after the Administrative Agent Closing Date or with respect to be held as any property or asset which becomes Intellectual Property Collateral pursuant to the relevant Security Documentdefinition of Collateral after the Closing Date (it being agreed and understood that such Intellectual Property Collateral shall be subject to the applicable provisions of the Guarantee and Collateral Agreement). (b) With Except during a Collateral Release Period, with respect to any fee interest in any Collateral consisting of real property located in the United States having a value (together with improvements thereof) or any lease of at least $2,000,000 Collateral consisting of real property acquired or leased after the Closing Date by the Borrower or any other Loan Party or which becomes Collateral pursuant to the definition thereof (other than any such real property Excluded Perfection Assets), promptly (and, in any event, subject to a Lien expressly permitted by Section 7.3(g)the last sentence of this ‎Section 5.09(b), within 60 days following the date of such acquisition or such longer period as consented to by the Administrative Agent in its sole discretion) (i) give notice of such acquisition to the Administrative Agent and execute and deliver a first priority Mortgage (subject to Liens permitted by Section 7.3) in favor of the Administrative Agent Collateral Trustee, for the benefit of the Secured Parties, covering such real property (provided that no Mortgage nor survey shall be obtained if the Administrative Agent determines in consultation and complying with the Borrowers that provisions herein and in the costs of obtaining such Mortgage or survey are excessive in relation to the value of the security to be afforded thereby)Security Documents, (ii) provide the Lenders Secured Parties with (1A) title and extended coverage insurance (or, if approved by the Administrative Agent in its sole discretion, a lenders’ UCC title insurance policy with extended coverage 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) , 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 asas 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 (B) any 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 satisfactory to the Administrative Agent, the Collateral Agent and the Collateral Trustee, (iii) if any such Collateral (other than any Excluded Perfection Assets) consisting of fee-owned real property is required to be insured pursuant to the Flood Disaster Protection Act of 1973 or the National Flood Insurance Act of 1968, and the regulations promulgated thereunder, because it is located in an area which has been identified by the Secretary of Housing and Urban Development as a “special flood hazard area,” deliver to the Administrative Agent (A) a policy of flood insurance that (1) covers such Collateral and (2) is written in an amount reasonably satisfactory to the Administrative Agent, (B) a “life of loan” standard flood hazard determination with respect to such Collateral and (C) a confirmation that the Borrower or such other Loan Party has received the notice requested pursuant to Section 208(e)(3) of Regulation H of the Board, (iv) if reasonably requested by the Administrative Agent, deliver to the Administrative Agent, the Collateral Agent and the Collateral Trustee legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent, the Collateral Agent and the Collateral 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 Borrower or any other Loan Party to determine that any such real property included in such Collateral does not contain Hazardous Materials of a form or type or in a quantity or location that could, or to determine that the operations on any such real property included in such Collateral is in compliance with Environmental Law except to the extent any non-compliance could not, reasonably be expected to result in a material Environmental Liability. Notwithstanding the foregoing, the Administrative Agent shall not enter into any Mortgage in respect of any real property acquired by any Loan Party after the Fifth Amendment Effective Date unless the Administrative Agent has provided each Revolving Lender, by way of posting such materials on the Approved Electronic Platform, at least ten (10) Business Days prior to entering into such Mortgage, (x) a completed a “life of loan” standard flood hazard determination with respect to 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 (y) a completed a “life of loan” standard flood hazard determination with respect to such real property from a third-party vendor as well as the documentation listed in clause (iii) hereof if such Mortgaged Property relates to a property located in a “special flood hazard area” and the 60-day period set forth in the first sentence of this Section 5.09(b) shall be automatically extended, as necessary, to accommodate the notice period set forth in this sentence. (c) 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 Section 5.09(c), shall include any existing Subsidiary that ceases to be an Unrestricted Subsidiary, an Excluded Foreign Subsidiary or an Excluded Project Subsidiary) by the Borrower or any of the Subsidiaries, promptly (and, in any event, within 20 Business 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 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 (g) 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 Borrower or any of its Subsidiaries, promptly (and, in any event, within 20 Business 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 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 66% of the total outstanding voting first-tier Equity Interests in any such new Excluded Foreign Subsidiary be required to be so pledged), (ii) deliver to the Collateral Trustee the certificates 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 Domestic Subsidiary, as the case may be, and take such other action as may be necessary or, in the reasonable opinion of the Administrative Agent, the Collateral Agent or the Collateral Trustee, desirable to perfect the security interest of the Collateral Trustee thereon and (iii) deliver to the Administrative Agent, the Collateral Agent and the Collateral Trustee, if reasonably requested, legal opinions (which may be delivered by in-house counsel if admitted in the relevant jurisdiction) relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent, the Collateral Agent and the Collateral Trustee.

Additional Collateral, etc. (a) With respect to any Property property or rights acquired after the Merger Effective Time by the Parent or any of its Subsidiaries that is a Loan Party (or is required to be a Loan Party pursuant to the terms of this Agreement and the other Loan Documents) (other than Vehicles, cash, Cash Equivalents and other assets expressly excluded from the Collateral or excluded from the requirement that a Lien is perfected on such Property pursuant to the Security Documents) located in the United States acquired after the Closing Date by any Loan Party (other than (x) any interests in real property and any Property described in paragraph (b) of this Section 6.8), (yc) any Property subject to a Lien expressly permitted by Section 7.3(gor (d) and (z) Instruments, Certificated Securities, Securities and Chattel Paper, which are referred to in the last sentence of this paragraph (a)below) as to which the Administrative Agent Collateral Agent, for the benefit of the Secured Parties Administrative Agent and the Lenders, does not have a perfected Lien, promptly (and, in any event within 90 days following such acquisition) (i) give notice of such Property to the Administrative Agent and execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent or the Collateral Agent reasonably requests request to grant to the Administrative Agent Collateral Agent, for the benefit of the Secured Parties Administrative Agent and the Lenders, a security interest in such Property property and (ii) take all actions reasonably requested by as the Administrative Agent or Collateral Agent reasonably request to grant to the Administrative Agent Collateral Agent, for the benefit of the Secured Parties Administrative Agent and the Lenders, a perfected security interest first priority (subject to the extent required by the Security Documents and with the priority required Liens permitted by Section 4.177.3) in such Property (with respect to Property of a type owned by a Loan Party as of the Closing Date to the extent the Administrative Agent for the benefit of the Secured Parties, has a perfected security interest in such Property as of the Closing Date)property, including, without limitation, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent or 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 $500,000 shall be promptly delivered to the Administrative Agent indorsed in a manner reasonably satisfactory to the Administrative Agent to be held as Collateral pursuant to the relevant Security Document. (b) [Reserved]. 106 (c) With respect to any fee interest in any real property located in the United States having a value (together with improvements thereof) of at least $2,000,000 acquired after the Closing Date by any Loan Party new Subsidiary (other than any such real property subject to a Lien expressly permitted by Section 7.3(g)Excluded Subsidiary) (which, for the purposes of this paragraph (c), shall include any existing Subsidiary that ceases to be an Excluded Subsidiary), created or acquired after the Merger Effective Time promptly (and, in any event within 90 days after the acquisition or formation thereof or the cessation to be an Excluded Subsidiary) (i) give notice of such acquisition execute and deliver to the Administrative Agent and execute the Collateral Agent such amendments, supplements or joinders to the Collateral Agreement as the Administrative Agent or the Collateral Agent reasonably request to grant to the Collateral Agent, for the benefit of the Administrative Agent and deliver the Lenders, a perfected first priority Mortgage (subject to Liens permitted by Section 7.3) security interest in favor the Capital Stock of such new Subsidiary that is owned by the Parent or any of its Subsidiaries that is a Loan Party (or is required to be a Loan Party pursuant to the terms of this Agreement and the other Loan Documents), (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 Parent or such Subsidiary, as the case may be, and take such other action as may be required or the Administrative Agent reasonably requests to perfect the Collateral Agent’s security interest therein, (iii) cause such new Subsidiary to become a party to the Guarantee Agreement and the Collateral Agreement and (iv) if reasonably requested by the Administrative Agent or the Collateral Agent, deliver to the Administrative Agent and the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent and the Collateral Agent. (d) With respect to any new first-tier Foreign Subsidiary or FSHCO of a Loan Party created or acquired after the Merger Effective Time by the Parent or any other Loan Party, promptly (and, in any event within 90 days after the creation or acquisition thereof) (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments, supplements or joinders to the Collateral Agreement as the Administrative Agent or the Collateral Agent reasonably request to grant to the Collateral Agent, for the benefit of the Secured PartiesAdministrative Agent and the Lenders, covering a perfected first priority (subject to Liens permitted by Section 7.3) security interest in the Capital Stock of such real property new Subsidiary (provided that in no Mortgage nor survey event shall more than 65.0% of the total outstanding Capital Stock of any such new Subsidiary that is a CFC or a FSHCO be required to be so pledged); provided, further, that no Loan Party shall be obtained obligated to pledge Capital Stock (A) of a Foreign Subsidiary to the extent such pledge would violate the laws of the jurisdiction of such Foreign Subsidiary’s organization or (B) that is an Excluded Asset, (ii) deliver to the Collateral Agent the certificates, if any, representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of such Loan Party, as the case may be, and take such other action as may be necessary or, in the opinion of the Administrative Agent determines or the Collateral Agent, desirable to perfect the Collateral Agent’s security interest therein and (iii) if reasonably requested by the Administrative Agent or the Collateral Agent, deliver to the Administrative Agent and the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in consultation form and substance, and from counsel, reasonably satisfactory to the Administrative Agent and the Collateral Agent. (e) In addition, within 90 days of the Merger Effective Time, the Parent shall deliver to the Administrative Agent and the Collateral Agent insurance certificates and endorsements naming the Collateral Agent as additional insured or mortgagee and loss payee under the insurance policies of the Parent and its Subsidiaries to the extent required in accordance with the Borrowers Collateral Agreement. (f) For the avoidance of doubt, references in this Section 6.9 to any asset, property, right or Capital Stock of any Subsidiary created or acquired after the Merger Effective Time do not include Excluded Assets (as defined in the Collateral Agreement). (g) The Administrative Agent shall have the right to extend any of the time periods set forth in this Section 6.9 in its discretion. 107 (h) Notwithstanding anything to the contrary in any Loan Document, (i) no Loan Party shall be required, nor shall the Administrative Agent be authorized, (A) to perfect any pledge, security interest or mortgage by any means other than through (x) any filing pursuant to the UCC in the office of the secretary of state (or similar central filing office) of the relevant State(s), (y) any filing in the United States Copyright Office or the United States Patent and Trademark Office with respect to Intellectual Property or (z) delivery to the Administrative Agent to be held in its possession of all Collateral consisting of stock certificates of the Parent and its wholly-owned pledged subsidiaries and certain instruments with a fair market value in excess of $5,000,000, (B) to enter into any account control agreement or lockbox or similar arrangement with respect to any deposit account, securities account or commodities account, (C) to take any action in or required by a jurisdiction other than the United States or with respect to any asset located or titled outside of the United States (and there shall be no guarantee, security agreement or pledge agreement governed by the laws of any such non-U.S. jurisdiction), (D) to seek any landlord waiver, bailee letter, estoppel, warehouseman waiver or other collateral access, lien waiver or similar letter or agreement, (E) to send notices to account debtors or other contractual third-parties unless an Event of Default is continuing and the Obligations have been accelerated pursuant to Section 8 or were not paid when due on the Latest Maturity Date, or (F) to perfect a security interest in any asset to the extent perfection of a security interest in such asset would be prohibited under any applicable Requirement of Law and (ii) (A) in no event will the Collateral include any Excluded Asset, (B) any joinder or supplement to the Collateral Agreement or any other Loan Document executed by any Subsidiary that is required to become a Loan Party pursuant to the costs foregoing provisions of this Section 6.9 may, with the consent of the Administrative Agent or the Collateral Agent (not to be unreasonably withheld, conditioned or delayed), include such schedules (or updates to schedules) as may be necessary to qualify any representation or warranty with respect to such Subsidiary set forth in any Loan Document to the extent necessary to ensure that such representation or warranty is true and correct to the extent required thereby or by the terms of any other Loan Document and (C) neither the taking of a Lien on, nor the perfection of any Lien granted in, those assets as to which the cost of obtaining or perfecting such Mortgage Lien (including any stamp, intangibles or survey are other tax or expenses relating to such Lien) is excessive in relation to the value benefit to the Lenders of the security to be afforded thereby), (ii) provide thereby as reasonably determined by the Lenders with (1) a lenders’ title insurance policy with extended coverage covering such real property in an amount at least equal to Borrower and the purchase price of such real property (or such other amount as Administrative Agent shall be reasonably specified by the Administrative Agent) as well asrequired.

Additional Collateral, etc. (a) With respect to any Property (other than Vehicles, cash, Cash Equivalents and other assets expressly excluded from the Collateral new Subsidiary created or excluded from the requirement that a Lien is perfected on such Property pursuant to the Security Documents) located in the United States acquired after the Closing Effective Date by the Borrower or any Loan Party (other than (x) any interests in real property and any Property described in paragraph (b) of this Section 6.8, (y) any Property subject to a Lien expressly permitted by Section 7.3(g) and (z) Instruments, Certificated Securities, Securities and Chattel Paper, which are referred to in the last sentence of this paragraph (a)) as to which the Administrative Agent for the benefit of the Secured Parties does not have a perfected Lienits Subsidiaries, promptly (i) give notice of such Property to the Administrative Agent and execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent reasonably requests 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 which are owned by the Borrower or any of its Subsidiaries and required to be pledged pursuant to the Guarantee and Collateral Agreement, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers endorsed in blank executed and delivered by a Responsible Officer of the Borrower or such Subsidiary, as the case may be, (iii) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement and (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties Lenders a perfected first priority security interest in such Property the collateral described in the Guarantee and (ii) take all actions reasonably requested by the Administrative Agent to grant to the Administrative 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 (Collateral Agreement with respect to Property of a type owned such new Subsidiary as contemplated by a Loan Party as of the Closing Date to the extent the Administrative Agent for the benefit of the Secured Parties, has a perfected security interest in such Property as of the Closing Date)Guarantee and Collateral Agreement, including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent and (iv) if reasonably requested by the Administrative Agent. Any Instrument, Certificated Security deliver to the Administrative Agent legal opinions relating to the matters described above, which opinion shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent, provided that notwithstanding the foregoing, (other than in respect i) only 65% of the voting Capital Stock of any Subsidiarydirect foreign Subsidiary of the Borrower or any domestic Subsidiary need be pledged under this clause (a), Security (ii) no voting Capital Stock of any foreign Subsidiary other than a direct foreign Subsidiary of the Borrower or Chattel Paper in excess of $500,000 any domestic Subsidiary need be pledged under this clause (a) and (iii) no direct or indirect foreign Subsidiary shall become a Guarantor or shall be promptly delivered required to pledge any of its assets hereunder or under any other Loan Document. (b) Promptly, but in any event not later than 60 Business Days after the Effective Date, execute and deliver to the Administrative Agent indorsed in a manner Mortgage reasonably satisfactory to the Administrative Agent to be held as Collateral pursuant to the relevant Security Document. (b) With in respect to any fee interest of each Mortgaged Property; and, promptly, but in any real property located in the United States having a value (together with improvements thereof) of at least $2,000,000 acquired event not later than 60 Business Days after the Closing Date Administrative Agent or the Required Lenders, as applicable, shall have made a request contemplated by any Loan Party (other than any such real property subject to a Lien expressly permitted by Section 7.3(g))subsection 10.17, (i) give notice of such acquisition provide to the Administrative Agent in respect of each Mortgaged Property (i) a mortgagee’s title insurance policy (or policies) or marked up unconditional binder for such insurance, provided that each such policy shall (A) be in an amount reasonably satisfactory to the Administrative Agent with respect to each Mortgaged Property covered thereby (but not in excess of the lesser of the fair market value thereof and execute the aggregate principal amount of the Term Loans and deliver Revolving Credit Commitments and Incremental Revolving Loan Amounts); (B) insure that the Mortgage insured thereby creates a valid first priority Mortgage (subject to Liens Lien on such Mortgaged Property free and clear of all defects and encumbrances, except as disclosed therein or otherwise permitted by Section subsection 7.3; (C) in favor of name the Administrative Agent for the benefit of the Secured Parties, covering Lenders as the insured thereunder; (D) be in the form of ALTA Loan Policy - 1992 (or equivalent policies) to the extent available in the applicable jurisdictions; (E) contain such real property (provided that no Mortgage nor survey shall be obtained if endorsements and affirmative coverage as the Administrative Agent determines in consultation with the Borrowers that the costs of obtaining such Mortgage or survey are excessive in relation may reasonably request to the value extent available in the applicable jurisdictions and available without material cost to the Borrower or its Subsidiaries; and (F) be issued by title companies reasonably satisfactory to the Administrative Agent (including any such title companies acting as co-insurers or reinsurers, at the option of the Administrative Agent) and (ii) evidence reasonably satisfactory to it that all premiums in respect of each such policy, all charges for mortgage recording tax, and all related expenses, if any, have been paid or duly provided for. (c) Upon the request of the Administrative Agent, to the extent permitted by applicable Requirements of Law at the time of such request, grant or cause its Subsidiaries to grant, to the Administrative Agent, a direct security interest in the Station Licenses within 30 days after receipt of such request, provided that to the extent FCC consent shall be afforded thereby)required in connection with granting such security interest, such consent shall be requested within 30 days after receipt of such request and upon receipt of such FCC consent, such security interest shall be granted within 10 Business Days thereof. (d) Upon the occurrence and during the continuance of (i) any Event of Default with respect to paragraph (a) of Section 8, (ii) provide any payment default with respect to any Subordinated Indebtedness or Senior Unsecured Indebtedness, or (iii) any Event of Default with respect to subsection 7.1, promptly, but in any event not more than 30 Business Days (subject to necessary approvals by the Lenders with (1) a lenders’ title insurance policy with extended coverage covering such real property in an amount at least equal to FCC), following the purchase price request of such real property (or such other amount as shall be reasonably specified by the Administrative Agent) as well as, cause the assets relating to each Station held by the Borrower to be transferred to a related License Subsidiary or, at the election of the Administrative Agent or if there is no License Subsidiary related to such Station, another Subsidiary that has no other assets or liabilities.

Additional Collateral, etc. (a) With respect To the extent the Borrower or any Guarantor is required to ▇▇▇▇▇ ▇ ▇▇▇▇ on any Property (other than Vehicles, cash, Cash Equivalents and other of its property or its assets expressly excluded from in order to secure the Collateral or excluded from the requirement that a Lien is perfected on such Property Obligations pursuant to the Security Documents) located in the United States acquired after the Closing Date by any Loan Party clause (other than (x) any interests in real property and any Property described in paragraph (bi) of this Section 6.86.6, (y) the Borrower shall, and shall cause any Property subject to a Lien expressly permitted by Section 7.3(g) such Guarantor to, at the Borrower’s sole cost and (z) Instruments, Certificated Securities, Securities and Chattel Paper, which are referred to in the last sentence of this paragraph (a)) as to which the Administrative Agent for the benefit of the Secured Parties does not have a perfected Lienexpense, promptly (i) give notice and in any event simultaneously with the grant of any such Property to the Administrative Agent and execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement Initial Lien (or such other documents longer period as the Administrative Agent reasonably requests may agree in writing)), (i) take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties a security interest in such Property and (ii) take all actions reasonably requested by the Administrative Agent to grant to the Administrative 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 Administrative Agent Agent, for the benefit of the Secured Parties, has a perfected security interest with the priority required by Section 6.6 (subject to Liens permitted pursuant to Section 6.6) in such Property as of the Closing Date)property or assets subject to the applicable Initial Lien, including, without limitation, including the filing of Uniform Commercial Code financing statements statements, filings related to aircraft and related assets with the Federal Aviation Administration and International Registry, or other filings or registrations in such jurisdictions any applicable U.S. or non-U.S. jurisdiction as may be required by the Guarantee and Collateral Agreement applicable Security Documents or by law or as may be reasonably requested by the Administrative Agent. Any Instrument, Certificated Security (other than in respect of ii) if reasonably requested by the Capital Stock of any Subsidiary)Administrative Agent, Security or Chattel Paper in excess of $500,000 shall be promptly delivered deliver to the Administrative Agent indorsed legal opinions relating to the matters described above, which opinions shall be in a manner form and substance, and from counsel, reasonably satisfactory to the Administrative Agent and (iii) if any Aviation Assets, other than Specified Collateral, are subject to be held as Collateral pursuant such Initial Lien, deliver a customary intercreditor agreement that is reasonably acceptable to the relevant Security DocumentAdministrative Agent and the Borrower, between the Administrative Agent and the collateral agent or other representative of holders of Indebtedness secured by such Initial Lien, and which shall provide that the Initial Lien on such Aviation Assets, other than Specified Collateral, shall rank junior in priority to the Liens on such Aviation Assets, other than Specified Collateral, granted to the Administrative Agent in order to secure the Obligations. For the avoidance of doubt, the restrictions in this Section 5.10 shall not apply to Liens on Bridge Collateral securing the Bridge Indebtedness. (b) With respect For the avoidance of doubt, in addition to any fee interest in additional Collateral resulting from clause (a) above, the Collateral shall include any real property located in the United States having of a value (together with improvements thereof) of at least $2,000,000 acquired after the Closing Date Grantor upon which a Lien is purported to be created by any Loan Party Security Document (other than including any such real property subject to a Lien expressly permitted by Section 7.3(gPledge Agreement)), (i) give notice of such acquisition to the Administrative Agent and execute and deliver a first priority Mortgage (subject to Liens permitted by Section 7.3) in favor of the Administrative Agent for the benefit of the Secured Parties, covering such real property (provided that no Mortgage nor survey shall be obtained if the Administrative Agent determines in consultation with the Borrowers that the costs of obtaining such Mortgage or survey are excessive in relation to the value of the security to be afforded thereby), (ii) provide the Lenders with (1) a lenders’ title insurance policy with extended coverage covering such real property in an amount at least equal to the purchase price of such real property (or such other amount as shall be reasonably specified by the Administrative Agent) as well as.

Additional Collateral, etc. (a) With respect to To the extent that a security interest in any Property (other than Vehicles, cash, Cash Equivalents and other assets expressly excluded from the Collateral or excluded from the requirement that a Lien is perfected on such Property pursuant to the Security Documents) located in the United States acquired after the Closing Date by any Loan Party (other than (x) any interests in real property and any Property described in paragraph (b) or (c) of this Section 6.8, (ySection) of the Borrower or any Property subject of its Subsidiaries is required to a Lien expressly permitted be granted in connection with any Optional Term Loan Amendment executed and delivered by Section 7.3(g) the Borrower and (z) Instruments, Certificated Securities, Securities and Chattel Paper, which are referred to in the last sentence of this paragraph (a)) as to which the Administrative Agent for the benefit of the Secured Parties does not have a perfected Lienrelating to any Optional Term Loan Tranche, promptly (i) give notice of such Property to the Administrative Agent and execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems reasonably requests necessary or advisable to grant to the Administrative Agent Collateral Agent, for the benefit of the Secured Parties Parties, a security interest in such 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 in such Property, including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Collateral Agreement or by law or as may be requested by the Administrative Agent. (b) To the extent that a security interest in any Capital Stock owned by the Borrower or any of its Subsidiaries is required to be granted in connection with any Optional Term Loan Amendment executed and delivered by the Borrower and the Administrative Agent relating to any Optional Term Loan Tranche, promptly (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Pledge Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in such Capital Stock (provided that in no event shall more than 65% of the total outstanding Capital Stock of any Excluded Foreign Subsidiary be required to be so pledged), (ii) deliver to the Collateral Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Subsidiary, as the case may be, (iii) to the extent required by such Optional Term Loan Amendment, cause the issuer of such pledged Capital Stock (A) to become a party to the 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 security interest (to the extent required by the Security Documents and with the first 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 Administrative Agent for the benefit of the Secured Parties, has a perfected security interest in the Property of such Property as of the Closing Date)issuer, including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent, and (iv) if reasonably requested by the Administrative Agent. Any Instrument, Certificated Security (other than in respect of the Capital Stock of any Subsidiary), Security or Chattel Paper in excess of $500,000 shall be promptly delivered deliver to the Administrative Agent indorsed legal opinions relating to the matters described above, which opinions shall be in a manner form and substance, and from counsel, reasonably satisfactory to the Administrative Agent to be held as Collateral pursuant to the relevant Security DocumentAgent. (bc) With respect to To the extent that a security interest in any fee interest in any real property located of the Borrower or any of its Subsidiaries is required to be granted in connection with any Optional Term Loan Amendment executed and delivered by the United States having a value (together with improvements thereof) of at least $2,000,000 acquired after Borrower and the Closing Date by Administrative Agent relating to any Optional Term Loan Party (other than any such real property subject to a Lien expressly permitted by Section 7.3(g))Tranche, promptly (i) give notice of such acquisition to the Administrative Agent and execute and deliver to the Collateral Agent a first priority Mortgage (subject to Liens permitted by Section 7.3) in favor of the Administrative Agent Collateral Agent, for the benefit of the Secured Parties, covering such real property (provided that no Mortgage nor survey shall be obtained if the Administrative Agent determines in consultation with the Borrowers that the costs of obtaining such Mortgage or survey are excessive in relation to the value of the security to be afforded thereby)property, (ii) if requested by the Administrative Agent, provide the Lenders Secured Parties with (1x) a lenders’ title insurance policy with and extended coverage insurance covering such real property in an amount at least equal to the purchase price of such real property (or such other amount as shall be reasonably specified by the Administrative Agent) as well asas a current ALTA survey thereof, together with a surveyor's certificate and (y) any consents or estoppels reasonably deemed necessary or advisable by the Administrative Agent in connection with such Mortgage, each of the foregoing in form and substance reasonably satisfactory to the Administrative Agent and (iii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.

Additional Collateral, etc. (a) With respect to any Property (other than Vehicles, cash, Cash Equivalents and other assets expressly excluded from the Collateral or excluded from the requirement that a Lien is perfected on such Property pursuant to the Security Documents) located in the United States acquired after the Closing Date by Parent, the Borrower or any Loan Party of its Subsidiary Guarantors or any Subsidiary that is required pursuant to Section 5.9(b) to be a Subsidiary Guarantor (other than (w) any Property of the Lingo Subsidiary at any time after a Lingo Offering, (x) any interests in real property and or any Property described in paragraph (bc) of this Section 6.8Section, (y) any Property subject to a Lien expressly permitted by Section 7.3(gof a type described in clause (vi) or (xi) of the definition of “Permitted Liens” and (z) Instruments, Certificated Securities, Securities and Chattel Paper, all assets as to which are referred to a security interest cannot be perfected by filing in the last sentence of this paragraph (a)United States or by delivering stock certificates or other Collateral in the United States) as to which the Administrative Agent Agent, for the benefit of the Secured Parties Parties, does not have a perfected Lien, promptly no less often than on a quarterly basis (i) give notice of such Property to the Administrative Agent and execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent reasonably requests deems necessary or advisable to grant to the Administrative Agent Agent, for the benefit of the Secured Parties Parties, a security interest in such Property and (ii) take all actions reasonably requested by the Administrative Agent necessary or advisable to grant to the Administrative 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 Administrative Agent Agent, for the benefit of the Secured Parties, has a perfected first priority security interest (subject to Permitted Liens) in such Property as of the Closing Date)Property, including, including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent. Any InstrumentNotwithstanding the foregoing, Certificated Security Parent, the Borrower and its Subsidiaries shall not be required to grant security interests in any assets (other than in respect of the Capital Stock Accounts) of any Subsidiary), Security or Chattel Paper in excess of $500,000 shall be promptly delivered Interest Approval Pending Subsidiary until delivery to the Administrative Agent indorsed of a Security Interest Approval Notice in a manner reasonably satisfactory respect of such assets, and Parent, the Borrower and its Subsidiaries shall not be required to grant security interests in any assets acquired after the Administrative Agent to Closing Date until any required approvals of Governmental Authorities for such actions shall be held as Collateral pursuant to the relevant Security Document. (b) received. With respect to any fee interest in any real property located in the United States having a value (together with improvements thereof) of at least $2,000,000 1,000,000 acquired after the Closing Date by Parent, the Borrower or any Loan Party of its Subsidiary Guarantors or any Subsidiary that is required pursuant to Section 5.9(b) to be a Subsidiary Guarantor (other than any such real property (x) owned by (I) an Excluded Foreign Subsidiary or (II) the Lingo Subsidiary at any time after a Lingo Offering or (y) subject to a Lien expressly permitted by Section 7.3(gof a type described in clause (vi) or (xi) of the definition of “Permitted Liens”)), no less often than on a quarterly basis, (i) give notice of such acquisition to the Administrative Agent and execute and deliver a first priority Mortgage (subject to Liens permitted by Section 7.3) in favor of the Administrative Agent Agent, for the benefit of the Secured Parties, covering such real property (provided that no Mortgage nor survey shall be obtained if the Administrative Agent determines in consultation with the Borrowers that the costs of obtaining such Mortgage or survey are excessive in relation to the value of the security to be afforded thereby)property, (ii) if requested by the Administrative Agent, provide the Lenders with (1x) a lenders’ title insurance policy with and extended coverage insurance covering such real property in an amount at least equal to the purchase price of such real property (or such other amount as shall be reasonably specified by the Administrative Agent) as well asas a current ALTA survey thereof, together with a surveyor’s certificate and (y) any consents or estoppels reasonably deemed necessary or advisable by the Administrative Agent in connection with such Mortgage, each of the foregoing in form and substance reasonably satisfactory to the Administrative Agent and (iii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, Parent, the Borrower and its Subsidiaries shall not be required to grant security interests in any real property assets acquired after the Closing Date until any required approvals of Governmental Authorities for such actions shall be received. (b) With respect to any new Subsidiary (other than (x) the Lingo Subsidiary at any time after a Lingo Offering and (y) any 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 Parent, the Borrower or any of its Subsidiary Guarantors or any Subsidiary that is required pursuant to Section 5.9(b) to be a Subsidiary Guarantor, no less often than on a quarterly basis, (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned directly by Parent, the Borrower or any of its Subsidiary Guarantors or any Subsidiary that is required pursuant to Section 5.9(b) to be a Subsidiary Guarantor, (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 Parent, the Borrower or such Subsidiary Guarantor or any Subsidiary that is required pursuant to Section 5.9(b) to be a Subsidiary Guarantor, as the case may be, (iii) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement and (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary subject to the terms and conditions of the Guarantee and Collateral Agreement, including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent, and (iv) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, (i) no Guarantee Approval Pending Subsidiary or Security Interest Approval Pending Subsidiary shall be required to take the actions described above in this paragraph until delivery to the Administrative Agent of a Guarantee Approval Notice in respect of such Guarantee Approval Pending Subsidiary or a Security Interest Approval Notice in respect of such Security Interest Approval Pending Subsidiary, as applicable, and (ii) Parent, the Borrower and its Subsidiaries shall not be required to take the actions described above in this paragraph in respect of any new Subsidiary created or acquired after the Closing Date until any required approvals of Governmental Authorities for such actions shall be received. (c) With respect to any new Excluded Foreign Subsidiary created or acquired after the Closing Date by, and owned directly by, Parent, the Borrower or any of its Subsidiary Guarantors or any Subsidiary that is required pursuant to Section 5.9(b) to be a Subsidiary Guarantor (other than any Excluded Foreign Subsidiaries), promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems necessary 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 directly by Parent, the Borrower or any of its Subsidiary Guarantors or any Subsidiary that is required pursuant to Section 5.9(b) to be a Subsidiary Guarantor (other than any Excluded Foreign Subsidiaries), (provided that in no event shall more than 65% of the total outstanding Capital Stock of any such new Excluded Foreign Subsidiary be required to be so pledged), (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of Parent, the Borrower or such Subsidiary Guarantors or any Subsidiary that is required pursuant to Section 5.9(b) to be a 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. Notwithstanding the foregoing, Parent, the Borrower and its Subsidiaries shall not be required to take the actions described above in this paragraph until any required approvals of Governmental Authorities for such actions shall be received.

Additional Collateral, etc. (a) With respect to any Property (other than Vehicles, cash, Cash Equivalents and other assets expressly excluded from the Collateral or excluded from the requirement that a Lien is perfected on such Property pursuant to the Security Documents) located in the United States acquired after the Closing Date by any Loan Party Obligor (other than (x) any interests in real property and any Property described in paragraph (b) of this Section 6.8property, (y) any Property subject to a Lien expressly permitted by Section 7.3(g10.3(f) and (z) Instruments, Instruments and Certificated Securities, Securities and Chattel Paper, which are referred to in the last sentence of this paragraph (a)) as to which the Administrative Collateral Agent for the benefit of the Secured Parties does not have a perfected Lien, promptly promptly, but in any case within 30 days, (i) give notice of such Property to the Administrative Collateral Agent and execute and deliver to the Administrative Collateral Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Collateral Agent reasonably requests to grant to the Administrative Collateral Agent for the benefit of the Secured Parties a security interest in such Property and (ii) take all actions reasonably requested by the Administrative Collateral Agent to grant to the Administrative 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 4.175.10) in such Property (with respect to Property of a type owned by a Loan Party an Obligor as of the Closing Date to the extent the Administrative Agent Collateral Agent, for the benefit of the Secured Parties, has a perfected security interest in such Property as of the Closing DateClosing), including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Collateral Agent. Any Instrument, Instrument or Certificated Security (other than in respect of the Capital Stock of any Subsidiary), Security or Chattel Paper in excess of $500,000 1,000,000 shall be promptly delivered to the Administrative Collateral Agent indorsed in a manner reasonably satisfactory to the Administrative Collateral Agent to be held as Collateral pursuant to the relevant Security Document. (b) With respect to any fee interest in any real property located in the United States having a value (together with improvements thereof) of at least $2,000,000 1,000,000 acquired after the Closing Date by any Loan Party Obligor (other than any such real property subject to a Lien expressly permitted by Section 7.3(g10.3(f)), (i) give notice of such acquisition to the Administrative Collateral Agent and and, if requested by the Collateral Agent, execute and deliver a first priority Mortgage (subject to Liens permitted by Section 7.310.3) in favor of the Administrative Collateral Agent for the benefit of the Secured Parties, covering such real property (provided that no Mortgage nor survey shall be obtained if the Administrative Collateral Agent reasonably determines in consultation with the Borrowers Company that the costs of obtaining such Mortgage or survey are excessive in relation to the value of the security to be afforded thereby), (ii) if reasonably requested by the Collateral Agent (A) provide the Lenders holders of the Notes with (1) a lenders’ title insurance policy with extended coverage covering such real property in an amount at least equal to the purchase price of such real property (or such other amount as shall be reasonably specified by the Administrative Collateral Agent) as well asas a current ALTA survey thereof, together with a surveyor’s certificate unless the title insurance policy referred to above shall not contain an exception for any matter shown by a survey (except to the extent an existing survey has been provided and specifically incorporated into such title insurance policy), each in form and substance reasonably satisfactory to the Collateral Agent, and (B) use commercially reasonable efforts to obtain any consents reasonably deemed necessary by the Collateral Agent, in connection with such Mortgage, each of the foregoing in form and substance reasonably satisfactory to the Collateral Agent and (iii) if requested by the Collateral Agent deliver to the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agent. (c) With respect to any new Subsidiary created or acquired after the Closing Date by any Obligor, promptly, but in any case within 30 days of such acquisition, (i) give notice of such acquisition or creation to the Collateral Agent and, if requested by the Collateral Agent, execute and deliver to the Collateral Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Collateral Agent reasonably deems necessary to grant to the Collateral Agent for the benefit of the Secured Parties a perfected security interest (to the extent required by the Security Documents and with the priority required by Section 5.7) in the Capital Stock of such new Subsidiary that is owned by such Obligor (provided that no Capital Stock of any Foreign Subsidiary that is a CFC shall be required to be pledged, except for 65% of the Voting Stock and 100% of the Capital Stock (other than Voting Stock) of such CFC of any Foreign Subsidiary owned directly by the Company or any of its Domestic Subsidiaries), (ii) deliver to the Collateral Agent the certificates, if any, representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of such Obligor, 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 security interest (to the extent required by the Security Documents and with the priority required by Section 5.10) in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary (to the extent the Collateral Agent, for the benefit of the Secured Parties has a perfected security interest in the same type of Collateral as of the Closing), 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. For the avoidance of doubt, with respect to any new Foreign Subsidiary that is a CFC created or acquired after the Closing by any Obligor, such Obligor’s obligations under this clause (c) shall include obligations corresponding to each action described in clause (d) below (as such clause (d) relates to any Foreign Subsidiary that is a CFC at the Closing). (d) With respect to any Foreign Subsidiary that is a CFC owned directly by the Company or any of its Domestic Subsidiaries at the Closing, other than Porex Technologies LTD, promptly, but in any case within 30 days of the Closing, (i) take such actions necessary or advisable to grant to the Collateral Agent for the benefit of the Secured Parties a perfected security interest in 65% of the Voting Stock and 100% of the Capital Stock (other than Voting Stock) of such Foreign Subsidiary, (ii) execute and deliver to the Collateral Agent such filings, registrations and other documents as the Collateral Agent reasonably deems necessary to grant to the Collateral Agent for the benefit of the Secured Parties a perfected first-priority security interest in such Capital Stock of such Foreign Subsidiary, and (iii) deliver to the Collateral Agent an opinion of external local counsel to such Foreign Subsidiary, in form and substance reasonably acceptable to the Collateral Agent, confirming the legality, validity, enforceability, priority and perfection of such security interest. (e) Notwithstanding anything to the contrary in any Note Document, this Section 9.8 shall not apply with respect to any Collateral to the extent the Required Holders have reasonably determined that the value of such Collateral to which this Section 9.8 would otherwise apply is insufficient to justify the difficulty, time and/or expense of obtaining a perfected Lien therein.

Additional Collateral, etc. (a) With respect to any Property (other than Vehicles, cash, Cash Equivalents and other assets expressly excluded from the Collateral or excluded from the requirement that a Lien is perfected on such Property pursuant to the Security Documents) located in the United States property acquired after the Closing Date by any Loan Party (other than (x) property excluded from Collateral by the Security Documents, (y) any interests in real property and any Property described in paragraph (b) of this Section 6.8, or (yc) below and (z) any Property property subject to a Lien expressly permitted by Section 7.3(g6.3(c), (d), (f), (g), (j) and (zm) Instruments, Certificated Securities, Securities and Chattel Paper, which are referred or as permitted pursuant to in the last sentence of this paragraph (a)Security Documents) as to which the Administrative Agent Agent, for the benefit of the Lenders, or the Collateral Agent, for the benefit of the Secured Parties Parties, as applicable, does not have a perfected LienLien (“Excluded Assets”), promptly (i) give notice of such Property to the Administrative Agent and execute and deliver to the Administrative Agent and/or the Collateral Agent such amendments to the Guarantee and Collateral Agreement, the Pledge and the Collateral Agency Agreement or such other documents as the Administrative Agent or the Collateral Agent reasonably requests deems necessary to grant to the Administrative Agent Agent, for the benefit of the Secured Parties a security interest in such Property and (ii) take all actions reasonably requested by Lenders, or the Administrative Agent to grant to the Administrative 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 Administrative Agent Collateral Agent, for the benefit of the Secured Parties, has as applicable, a perfected security interest in such Property as property and (ii) take all actions necessary to grant to the Administrative Agent, for the benefit of the Closing DateLenders, or the Collateral Agent, for the benefit of the Secured Parties, as applicable, a perfected first priority security interest in such property (subject to Liens permitted by Section 6.3 or as permitted pursuant to the Security Documents), including, without limitation, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or the Pledge and Collateral Agency Agreement or by law or as may be reasonably requested by the Administrative Agent or 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 $500,000 shall be promptly delivered to the Administrative Agent indorsed in a manner reasonably satisfactory to the Administrative Agent to be held as Collateral pursuant to the relevant Security Documentapplicable. (b) With respect to any fee interest in any real property located in the United States having new Material Subsidiary (other than a value (together with improvements thereofForeign Subsidiary or an Excluded Regulated Subsidiary) of at least $2,000,000 created or acquired after the Closing Date by any Loan Party (other than any such real property subject to a Lien expressly permitted by Section 7.3(g)which, for the purposes of this paragraph (b), shall include any existing Material Subsidiary that is a directly Wholly Owned Subsidiary of one or more Loan Parties that ceases to be a Foreign Subsidiary or an Excluded Regulated Subsidiary and shall include any immaterial Subsidiary that becomes a Material Subsidiary), promptly (i) give notice of such acquisition to the Administrative Agent and execute and deliver a first priority Mortgage (subject to Liens permitted by Section 7.3) in favor of the Administrative Collateral Agent such amendments to the Pledge and Collateral Agency Agreement as the Collateral Agent reasonably deems necessary to grant to the Collateral Agent, for the benefit of the Secured Parties, covering a perfected first priority security interest in the Capital Stock of such real property new Material Subsidiary that is owned by any Loan Party (provided that no Mortgage nor survey shall be obtained if the Administrative Agent determines in consultation with the Borrowers that the costs of obtaining such Mortgage subject to Liens permitted by Section 6.3 or survey are excessive in relation as permitted pursuant to the value of the security to be afforded therebySecurity Documents), (ii) provide the Lenders with (1) a lenders’ title insurance policy with extended coverage covering such real property in an amount at least equal deliver to the purchase price Collateral Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, (iii) except in the case of an Excluded Regulated Subsidiary, cause such real property new Material Subsidiary (A) to become a party to each of the Guarantee and Collateral Agreement and the Pledge and Collateral Agency Agreement, (B) to take such actions necessary to grant to the Administrative Agent, for the benefit of the Lenders, and the Collateral Agent, for the benefit of the Secured Parties, as applicable, a perfected first priority security interest in the Collateral described in each of the Guarantee and Collateral Agreement and the Pledge and Collateral Agency Agreement with respect to such new Material Subsidiary, other than any Excluded Assets and subject to Liens permitted by Section 6.3 or as permitted pursuant to the Security Documents, including the filing of Uniform Commercial Code financing statements in such other amount jurisdictions as shall may be required by the Guarantee and Collateral Agreement or the Pledge and Collateral Agency Agreement or by law or as may be reasonably specified requested by the Administrative Agent or the Collateral Agent, as applicable, and (C) to deliver to the Administrative Agent a certificate of such Material Subsidiary, substantially in the form of Exhibit D, with appropriate insertions and attachments, and (iv) if reasonably requested by the Administrative Agent or the Collateral Agent, deliver to the Administrative Agent or the Collateral Agent, as well asapplicable, 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 or the Collateral Agent, as applicable. (c) 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 Collateral Agent such amendments to the Pledge and Collateral Agency Agreement as the Collateral Agent deems necessary to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Foreign Subsidiary that is owned by any such Loan Party (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new first tier Foreign Subsidiary owned by a domestic Loan Party be required to be so pledged and excluding the Capital Stock of any other Foreign Subsidiary) (subject to Liens permitted by Section 6.3 or as permitted pursuant to the Security Documents), (ii) deliver to the Collateral Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and take such other action as may be necessary to perfect the Collateral Agent’s security interest therein, and (iii) if reasonably requested by the Collateral Agent, deliver to the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agent.

Additional Collateral, etc. (a) With respect to any Property (other than Vehicles, cash, Cash Equivalents and other assets expressly excluded from the Collateral or excluded from the requirement that a Lien is perfected on such Property pursuant to the Security Documents) located in the United States acquired after the Closing Date by any Loan Party (other than (x) any interests in real property and any Property described in paragraph (b) of this Section 6.8, (y) any Property subject to a Lien expressly permitted by Section 7.3(g) and (z) Instruments, Certificated Securities, Securities and Chattel Paper, which are referred to in the last sentence of this paragraph (a)) as to which the Administrative Agent for the benefit of the Secured Parties does not have a perfected Lien, promptly (i) give notice of such Property to the Administrative Agent and execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent reasonably requests to grant to the Administrative Agent for the benefit of the Secured Parties a security interest in such Property and (ii) take all actions reasonably requested by the Administrative Agent to grant to the Administrative 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 Administrative Agent for the benefit of the Secured Parties, has a perfected security interest in such Property as of the Closing Date), including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent. Any Instrument, Certificated Security (other than in respect of the Capital Stock of any Subsidiary), Security or Chattel Paper in excess of $500,000 shall be promptly delivered to the Administrative Agent indorsed in a manner reasonably satisfactory to the Administrative Agent to be held as Collateral pursuant to the relevant Security Document. (b) With respect to any fee interest in any real property located in the United States having a value (together with improvements thereof) of at least $2,000,000 10,000,000 acquired after the Closing Date by the Borrower or any Loan Party of its Subsidiaries (other than any such real property subject to a Lien expressly permitted by Section 7.3(g6.02(d)), if requested by the Collateral Agent, the Borrower shall, or shall cause its Subsidiary to, promptly (i) give notice of such acquisition to the Administrative Agent and execute and deliver a first priority Mortgage (subject to Liens permitted by Section 7.3) Mortgage, in favor of the Administrative Agent Collateral Agent, for the benefit of the Secured PartiesLenders, covering such real property (provided that no Mortgage nor survey shall be obtained if the Administrative Agent determines in consultation with the Borrowers that the costs of obtaining such Mortgage or survey are excessive in relation to the value of the security to be afforded thereby)property, (ii) provide the Lenders with (1x) a lenders’ title insurance policy with and extended coverage insurance covering such real property in an amount at least equal to the purchase price of such real property (or such other amount as shall be reasonably specified by the Administrative Collateral Agent) as well asas 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 Collateral Agent and (iii) deliver to the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agent. (b) With respect to any property acquired after the Closing Date by any of the Borrower or its Subsidiaries (other than (x) any property described in paragraph (a) or Section 5.11, (y) any property subject to a Lien expressly permitted by Section 6.02(d) and (z) properly acquired by any Excluded Foreign Subsidiary) as to which the Collateral Agent, for the benefit of the Lenders, does not have a perfected Lien, if requested by the Collateral Agent, the Borrower shall promptly (i) 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 advisable to grant to the Collateral Agent, for the benefit of the Lenders, a security interest in such property and (ii) take all actions necessary or advisable to grant to the Collateral Agent, for the benefit of the Lenders, a perfected first priority security interest in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Collateral Agent.

Additional Collateral, etc. (a) [Reserved]. (b) With respect to any fee interest in any Material Real Property (other than Vehicles, cash, Cash Equivalents and other assets expressly excluded from the Collateral or excluded from the requirement that a Lien is perfected on such Property pursuant to the Security Documents) located in the United States acquired after the Closing Date by any Loan Party (other than Excluded Real Property), within 90 days (xor such later date as may be agreed by the Administrative Agent) (i) any interests in real property give notice of such acquisition to the Collateral Agent and any Property described in paragraph promptly execute and deliver a first priority Mortgage (b) of this Section 6.8, (y) any Property subject to a Lien expressly liens permitted by Section 7.3(g7.3) and (z) Instruments, Certificated Securities, Securities and Chattel Paper, which are referred to in favor of the last sentence of this paragraph (a)) as to which the Administrative Collateral Agent for the benefit of the Secured Parties does Parties, covering such Real Property (provided that no Mortgage nor survey shall be required if the Administrative Agent determines in consultation with the Borrower that the costs of obtaining such Mortgage or survey are excessive in relation to the value of the security to be afforded thereby), (ii) if reasonably requested by the Collateral Agent (A) provide the Lenders with a lenders’ title insurance policy with extended coverage covering such Real Property in an amount at least equal to the purchase price of such Real Property (or such other amount as shall be reasonably specified by the Collateral Agent) as well as a current ALTA survey thereof, together with a surveyor’s certificate unless the title insurance policy referred to above shall not have contain an exception for any matter shown by a perfected Liensurvey (except to the extent an existing survey has been provided and specifically incorporated into such title insurance policy), promptly each in form and substance reasonably satisfactory to the Collateral Agent, (B) use commercially reasonable efforts to obtain any consents or estoppels reasonably deemed necessary by the Collateral Agent, in connection with such Mortgage, each of the foregoing in form and substance reasonably satisfactory to the Collateral Agent and (C) provide to the Administrative Agent flood insurance certificates and evidence of flood hazard insurance if any portion of the improvements on the owned Property is currently or at any time in the future identified by the Federal Emergency Management Agency as an area having special flood hazards and in which flood insurance has been made available under the National Flood Insurance Act of 1968 (and any amendment or successor act thereto) or otherwise being designated as a “special flood hazard area or part of a 100 year flood zone”, in an amount equal to 100% of the full replacement cost of the improvements; provided, however, that a portion of such flood hazard insurance may be obtained under the National Flood Insurance Act of 1968, the Flood Disaster Protection Act of 1973 or the National Flood Insurance Reform Act of 1994, as each may be amended and (iii) if requested by the Collateral Agent deliver to the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agent. (c) With respect to any new Domestic Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date (which, for the purposes of this paragraph, shall include any Subsidiary that ceases to be an Excluded Subsidiary) by any Loan Party, within 60 days (or such later date as may be agreed by the Administrative Agent) (i) give notice of such Property acquisition or creation to the Administrative Collateral Agent and and, if requested by the Collateral Agent, execute and deliver to the Administrative Collateral Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Collateral Agent reasonably requests deems necessary to grant to the Administrative Agent for the benefit of the Secured Parties a security interest in such Property and (ii) take all actions reasonably requested by the Administrative Agent to grant to the Administrative 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 Property (with respect to Property of a type new Subsidiary that is owned by a such Loan Party as of the Closing Date Party, (ii) deliver to the extent Collateral Agent the Administrative 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, (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, has Parties a perfected security interest (to the extent required by the Security Documents and with the priority required by Section 4.17) in the Collateral described in the Guarantee and Collateral Agreement with respect to such Property as of the Closing Date)new Subsidiary, including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent. Any Instrument, Certificated Security Collateral Agent and (other than in respect iv) upon the reasonable request of the Capital Stock of any Subsidiary)Collateral Agent, Security or Chattel Paper in excess of $500,000 deliver to the Collateral Agent legal opinions relating to the matters described above, which opinions shall be promptly delivered in form and substance similar to the Administrative Agent indorsed in a manner reasonably satisfactory to opinions delivered at the Administrative Agent to be held as Collateral pursuant to the relevant Security DocumentClosing Date. (bd) With respect to any fee interest in Capital Stock of any real property located in the United States having a value new First Tier Foreign Subsidiary or Foreign Subsidiary Holding Company (together with improvements thereofother than Excluded Capital Stock) of at least $2,000,000 that is created or acquired after the Closing Date by any Loan Party Party, within 60 days (other than any or such real property subject to a Lien expressly permitted later date as may be agreed by Section 7.3(gthe Administrative Agent)), (i) give notice of such acquisition or creation to the Administrative Collateral Agent and and, if requested by the Collateral Agent, execute and deliver a first priority Mortgage (subject to Liens permitted by Section 7.3) the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Collateral Agent deems necessary or reasonably advisable in favor of order to grant to the Administrative Agent Collateral Agent, for the benefit of the Secured Parties, covering 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 real property new Subsidiary (provided other than any Excluded Capital Stock) that no Mortgage is owned by such Loan Party and (ii) deliver to the Collateral Agent the certificates, if any, representing such Capital Stock (other than any Excluded 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, desirable to perfect or ensure appropriate priority the Lien of the Collateral Agent thereon. (e) Notwithstanding anything in this Section 6.8 to the contrary, neither the Borrower nor survey any of its Restricted Subsidiaries shall be obtained if required to take any actions in order to perfect the security interest in the Collateral granted to the Collateral Agent for the ratable benefit of the Secured Parties under the laws of any jurisdiction outside the United States. (f) Notwithstanding the foregoing, to the extent any new Restricted Subsidiary is created solely for the purpose of consummating a merger transaction pursuant to an acquisition permitted by Section 7.7, and such new Subsidiary at no time holds any assets or liabilities other than any merger consideration contributed to it contemporaneously with the closing of such merger transaction, such new Subsidiary shall not be required to take the actions set forth in Section 6.8(c) or 6.8(d), as applicable, until the respective acquisition is consummated. (g) From time to time the Loan Parties shall execute and deliver, or cause to be executed and delivered, such additional instruments, certificates or documents, and take all such actions, as the Collateral Agent may reasonably request for the purposes implementing or effectuating the provisions of this Agreement and the other Loan Documents, or of renewing the rights of the Secured Parties with respect to the Collateral as to which the Collateral Agent, for the ratable benefit of the Secured Parties, has a perfected Lien pursuant hereto or thereto, including, without limitation, filing any financing or continuation statements or financing change statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created thereby. Notwithstanding the foregoing, the provisions of this Section 6.8 shall not apply to assets as to which the Administrative Agent determines in consultation with and the Borrowers Borrower shall reasonably determine that the costs and burdens of obtaining such Mortgage a security interest therein or survey are excessive in relation to perfection thereof outweigh the value of the security to be afforded thereby), (ii) provide the Lenders with (1) a lenders’ title insurance policy with extended coverage covering such real property in an amount at least equal to the purchase price of such real property (or such other amount as shall be reasonably specified by the Administrative Agent) as well as.

Additional Collateral, etc. (axli) With respect to any Property (other than Vehicles, cash, Cash Equivalents and other assets expressly excluded from the Collateral or excluded from the requirement that a Lien is perfected on such Property pursuant to the Security Documents) located in the United States acquired after the Closing Date by the Company or any Loan Party Subsidiary Guarantor (other than (xw) any interests interest in real property and or any Property described in paragraph (b) of this Section 6.86.08, (yx) any Property subject to a Lien expressly permitted by Section 7.3(g7.03(g), (y) and Property acquired by an Excluded Subsidiary or (z) InstrumentsProperty in respect of which the cost of obtaining a security interest in, Certificated Securitiesor perfection of, Securities and Chattel Papersuch Property is excessive relative to the practical benefit of the Lenders afforded thereby, which are referred to as determined by the Administrative Agent in the last sentence of this paragraph (a)its reasonable discretion) as to which the Administrative Agent Collateral Agent, for the benefit of the Secured Parties Parties, does not have a perfected Lien, promptly (i1) give notice of such Property to the Administrative Agent and execute and deliver to the Administrative Collateral Agent such amendments to the Guarantee and Collateral Agreement or and such other documents (including intellectual property security agreements) as the Administrative Collateral Agent reasonably requests deems necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties a security interest in such Property and (ii) take all actions reasonably requested by the Administrative Agent to grant to the Administrative 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 Administrative Agent 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 as described in the Guarantee and Collateral Agreement) and (2) take all actions reasonably necessary or advisable to grant to the Collateral Agent, for the benefit of the Closing DateSecured 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, including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions and/or intellectual property security agreements as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Collateral Agent. Any Instrument, Certificated Security (other than in respect of the Capital Stock of any Subsidiary), Security or Chattel Paper in excess of $500,000 shall be promptly delivered to the Administrative Agent indorsed in a manner reasonably satisfactory to the Administrative Agent to be held as Collateral pursuant to the relevant Security Document. (b) With respect to any fee interest in any real property located in the United States having a value (together with improvements thereof) of at least $2,000,000 acquired after the Closing Date by any Loan Party (other than any such real property subject to a Lien expressly permitted by Section 7.3(g)), (i) give notice of such acquisition to the Administrative Agent and execute and deliver a first priority Mortgage (subject to Liens permitted by Section 7.3) in favor of the Administrative Agent for the benefit of the Secured Parties, covering such real property (provided that no Mortgage nor survey shall be obtained if the Administrative Agent determines in consultation with the Borrowers that the costs of obtaining such Mortgage or survey are excessive in relation to the value of the security to be afforded thereby), (ii) provide the Lenders with (1) a lenders’ title insurance policy with extended coverage covering such real property in an amount at least equal to the purchase price of such real property (or such other amount as shall be reasonably specified by the Administrative Agent) as well as

Additional Collateral, etc. (a) With respect to any Property property (other than Vehicles, cash, Cash Equivalents and other assets expressly excluded from the Collateral or excluded from the requirement that a Lien is perfected on such Property pursuant to the Security Documents) located extent included in the United States definition of Collateral and not constituting Excluded Assets) acquired after the Closing Date by any Loan Party (other than (x) any interests in real property and any Property described in paragraph (b) of this Section 6.8or (c) below, and (y) any Property property subject to a Lien expressly permitted by Section 7.3(g) and (z) Instruments, Certificated Securities, Securities and Chattel Paper, which are referred to in the last sentence of this paragraph (a)) as to which the Administrative Agent Agent, for the ratable benefit of the Secured Parties Parties, does not have a perfected Lien, promptly (i) give notice of such Property execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement, or such other documents as the Administrative Agent may reasonably deem necessary or advisable to evidence that such Loan Party is a Guarantor and to grant to the Administrative Agent, for the ratable benefit of the Secured Parties, a security interest in such property and (ii) take all actions necessary or advisable in the opinion of the Administrative Agent to grant to the Administrative Agent, for the ratable benefit of the Secured Parties, a perfected first priority (except as expressly permitted by Section 7.3) security interest and Lien in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement, or by law or as may be requested by the Administrative Agent. (b) With respect to any new direct or indirect Domestic Subsidiary of the Borrower created or acquired after the Closing Date (including any such Domestic Subsidiary acquired pursuant to a Permitted Acquisition), 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 requests deems necessary or advisable to grant to the Administrative Agent Agent, for the ratable benefit of the Secured Parties Parties, a perfected first priority security interest and Lien in the Capital Stock of such Property and new Domestic Subsidiary that is owned directly or indirectly by the Borrower, (ii) deliver to the Administrative Agent such documents and instruments as may be reasonably required to grant, perfect, protect and ensure the priority of such security interest, including but not limited to, the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or any other applicable Loan Party, (iii) cause such new Domestic Subsidiary (A) to become a party to the Guarantee and Collateral Agreement as a Grantor and a Guarantor thereunder, (B) to take all such actions reasonably requested by 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 (to and Lien in the extent required by Collateral described in the Security Documents Guarantee and with the priority required by Section 4.17) in such Property (Collateral Agreement, with respect to Property of a type owned by a Loan Party as of the Closing Date to the extent the Administrative Agent for the benefit of the Secured Partiessuch new Domestic Subsidiary, has a perfected security interest in such Property as of the Closing Date), including, without limitation, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent. Any Instrument, Certificated Security (other than C) to become a Loan Party by executing a joinder agreement in respect of the Capital Stock of any Subsidiary), Security or Chattel Paper form and substance acceptable to Administrative Agent in excess of $500,000 shall be promptly delivered its reasonable discretion and (D) to deliver to the Administrative Agent indorsed a certificate of the secretary (or other equivalent officer) of such Domestic Subsidiary of the type described in a manner Section 5.1(c), in form reasonably satisfactory to the Administrative Agent to be held as Collateral pursuant Agent, with appropriate insertions and attachments, and (iv) if requested by the Administrative Agent, deliver to the relevant Security Document.Administrative Agent legal opinions addressing such matters as the Administrative Agent may reasonably specify, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, any Subsidiary created for the purpose of consummating an acquisition and that the Borrower plans to merge out of existence in connection with such acquisition shall not be required to comply with the foregoing clause (b) provided that such Subsidiary is actually merged out of existence in connection with such acquisition. 758298623.11 (bc) With respect to any fee interest in new First Tier Foreign Subsidiary or any real property located in the United States having a value (together with improvements thereof) of at least $2,000,000 First Tier Foreign Subsidiary Holding Company, as applicable, 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 as the Administrative Agent reasonably deems necessary or advisable to grant to the 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 (other provided that in no event shall more than 66% of the total outstanding voting Capital Stock of any such real property new First Tier Foreign Subsidiary or First Tier Foreign Subsidiary Holding Company, as applicable, be required to be so pledged), (ii) deliver to the Administrative Agent the certificates representing such Capital Stock (if certificated), together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and take such other action (including, as applicable, the delivery of any Foreign Pledge Documents reasonably requested by the Administrative Agent for any Foreign Subsidiaries that contribute more than $1,500,000 in revenue) as may be necessary or, in the reasonable 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 $1,500,000 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. 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 Closing Date or (ii) an entity becomes a Loan Party if such entity owns Material Real Property at the time it becomes a Loan Party, cause such Material Real Property to be subject to a Lien expressly permitted by Section 7.3(g)), (i) give notice of such acquisition to the Administrative Agent and execute and deliver a first priority Mortgage (subject to Liens permitted by Section 7.3) in favor of the Administrative Agent for the benefit of the Secured PartiesParties and take, covering or cause the relevant Loan Party to take, such real property (provided that no Mortgage nor survey actions as shall be obtained if necessary or reasonably requested by the Administrative Agent determines to grant and perfect or record such Lien, in consultation each case to the extent required by, and subject to the limitations and exceptions of, the Loan Documents and to otherwise comply with the Borrowers that requirements of the costs of obtaining such Mortgage or survey are excessive in relation Loan Documents. Notwithstanding anything to the value 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 security to be afforded thereby), address of any such Material Real Property and (iiy) the Administrative Agent shall provide the Lenders with at least 30 days’ prior written notice of the address of such Material Real Property (1it 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). Notwithstanding the foregoing, the Administrative Agent shall not enter into any Mortgage in respect of any real property acquired by any Loan Party after the Closing Date until the date that occurs thirty (30) days after the Administrative Agent has delivered to the Lenders (which may 758298623.11 be delivered electronically) the following documents in respect of such real property: (i) a lenders’ title insurance policy with extended coverage covering completed flood hazard determination from a third party vendor; (ii) if such real property is located in an amount at least equal a “special flood hazard area”, (A) a notification to the purchase price Borrower (or applicable Loan Party) of that fact and (if applicable) notification to the Borrower that flood insurance coverage is not available and (B) evidence of the receipt by the Borrower of such notice; and (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 (or such other amount as shall be reasonably specified by the Administrative Agent) as well asis located, evidence of required flood insurance.

Additional Collateral, etc. (a1) With respect to any Property acquired after the date hereof by the Company (other than Vehicles, cash, Cash Equivalents and other assets expressly excluded from the Collateral or excluded from the requirement that a Lien is perfected on such Property pursuant to the Security Documents) located in the United States acquired after the Closing Date by any Loan Party (other than (x) any interests in real property and any Property described in paragraph clause (b2) of this Section 6.8, (y) any Property subject to a Lien expressly permitted by Section 7.3(g) and (z) Instruments, Certificated Securities, Securities and Chattel Paper, which are referred to in the last sentence of this paragraph (a)below) as to which the Administrative Agent Trustee, for the equal and ratable benefit of the Secured Parties Holders of Securities, does not have a perfected Lien, the Company shall promptly (i) give notice of such Property to the Administrative Agent and execute and deliver to the Administrative Agent such amendments Trustee an indenture supplemental hereto pursuant to the Guarantee and Collateral Agreement Section 1201(3) or such other documents as the Administrative Agent reasonably requests shall be necessary or advisable to grant to the Administrative Agent Trustee, for the equal and ratable benefit of the Secured Parties Holders of Securities, a security interest in such Property and (ii) take all actions reasonably requested by the Administrative Agent necessary or advisable to grant to the Administrative Agent Trustee, for the equal and ratable benefit of the Secured Parties Holders of Securities, a perfected security interest (to the extent required by the Security Documents and with the first 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 Administrative Agent for the benefit of the Secured Parties, has a perfected security interest in such Property as of Property, to the Closing Date)extent such perfection can be accomplished by filing, including, without limitation, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement this Indenture or by law Law or as may be reasonably requested by the Administrative Agent. Any Instrument, Certificated Security (other than in respect of the Capital Stock of any Subsidiary), Security or Chattel Paper in excess of $500,000 shall be promptly delivered to the Administrative Agent indorsed in a manner reasonably satisfactory to the Administrative Agent to be held as Collateral pursuant to the relevant Security DocumentTrustee. (b2) With respect to any easement interest in real property acquired by the Company after the execution and delivery of this Indenture (provided that the Company shall not be required at any time to comply with the provisions of this paragraph unless and until the aggregate value of all such easement interests with respect to which the provisions of this paragraph shall not then have been complied with aggregate at least $500,000) and with respect to any fee interest in any real property located in the United States having a value (together with improvements thereof) of at least $2,000,000 500,000 acquired after the Closing Date by any Loan Party initial execution and delivery of this Indenture (other than any such easement interest or real property subject to a Lien expressly permitted by Section 7.3(g)clause (6) of the definition of "Permitted Liens"), the Company shall (i) give notice of such acquisition to the Administrative Agent promptly execute, deliver and execute and deliver a first priority Mortgage (subject to Liens permitted by Section 7.3) in favor of the Administrative Agent arrange for the benefit recording of the Secured Parties, an indenture supplemental hereto pursuant to Section 1201(3) covering such easement interest or real property (provided that no Mortgage nor survey shall be obtained if the Administrative Agent determines in consultation with the Borrowers that the costs of obtaining such Mortgage or survey are excessive in relation to the value of the security to be afforded thereby), and (ii) provide the Lenders Trustee with an Opinion of Counsel complying with Section 102, and the Trustee may rely upon such Opinion of Counsel in determining whether the Company is in compliance with this Section 611(2). SECTION 612. Annual Officer's Certificate as to Compliance. Within one hundred five (1105) a lenders’ title insurance policy with extended coverage covering such real property in an amount at least equal days after the end of each fiscal year of the Company ending after the date hereof, the Company shall deliver to the purchase price of such real property (or such other amount as shall be reasonably specified Trustee an Officer's Certificate executed by the Administrative Agentchief financial officer, principal accounting officer, treasurer or comptroller of the Company stating that such officer has reviewed the relevant terms of this Indenture (and any indenture supplemental hereto) as well asand has made, or caused to be made, under his or her supervision, a review of the transactions and conditions of the Company from the beginning of the relevant annual period covered by the certificate then being furnished to the date of the certificate and that such review shall not have disclosed the existence during such period of any condition or event that constitutes a Default or Event of Default or, if any such condition or event existed or exists (including, without limitation, any such event or condition resulting from the failure of the Company to comply with any Environmental Law), specifying the nature and period of existence thereof and what action the Company shall have taken or proposes to take with respect thereto.

Additional Collateral, etc. (a) With respect to any Property (other than Vehicles, cash, Cash Equivalents and other assets expressly excluded from the property that is of a type described as Collateral or excluded from the requirement that a Lien is perfected on such Property pursuant to the Security Documents) located in the United States Guarantee and Collateral Agreement and that is acquired after the Closing Date by any Loan Party Group Member (other than (x) any interests in real property and any Property described in paragraph (b), (c) of this Section 6.8or (d) below, (y) any Property property subject to a Lien expressly permitted by Section 7.3(g) and (z) Instruments, Certificated Securities, Securities and Chattel Paper, which are referred to in the last sentence of this paragraph (a)property acquired by any Foreign Subsidiary) as to which the Administrative Agent Agent, for the benefit of the Secured Parties Lenders, does not have a perfected Lien, promptly (i) give notice of such Property to the Administrative Agent and execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent reasonably requests deems necessary or advisable to grant to the Administrative Agent Agent, for the benefit of the Secured Parties Lenders, a security interest in such Property property and (ii) take all actions reasonably requested by the Administrative Agent necessary or advisable to grant to the Administrative Agent Agent, for the benefit of the Secured Parties Lenders, a perfected first priority security interest in such property (to the extent required by under the Security Documents Guarantee and with the priority required by Section 4.17) in such Property (Collateral Agreement with respect to Property property of a type owned by a Loan Party as of the Closing Date that type, and subject only to the extent the Administrative Agent for the benefit of the Secured Parties, has a perfected security interest in such Property as of the Closing DatePermitted Liens), including, without limitation, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent and the filing of documents with the United States Patent and Trademark Office and the United States Copyright Office as may be required by the Security Documents or by law or as may be requested by the Administrative Agent. Any Instrument, Certificated Security (other than in respect of the Capital Stock of any Subsidiary), Security or Chattel Paper in excess of $500,000 shall be promptly delivered to the Administrative Agent indorsed in a manner reasonably satisfactory to the Administrative Agent to be held as Collateral pursuant to the relevant Security Document. (b) With respect to any fee interest in any real property located in the United States having a value (together with improvements thereof) of at least $2,000,000 1,000,000 acquired after the Closing Date by any Loan Party Group Member (other than (x) any such real property subject to a Lien expressly permitted by Section 7.3(g)) and (y) real property acquired by any Foreign Subsidiary), promptly deliver (i) give notice the determinations and other materials required by Section 5.1(l) and (ii) the documents, certificates, opinions and other materials required by Section 6.12. (c) With respect to any Domestic Subsidiary (other than a Domestic Subsidiary designated as an Unrestricted Subsidiary as permitted by this Agreement and any Domestic Subsidiary owned directly or indirectly by a Foreign Subsidiary) created or acquired after the Closing Date by any Group Member (which, for the purposes of such acquisition this paragraph (c), shall include any existing Domestic Subsidiary that ceases to be an Unrestricted Subsidiary), promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and execute and deliver Collateral Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority Mortgage security interest in the Capital Stock of such Domestic Subsidiary that is owned by any Group Member, (subject ii) deliver to Liens permitted the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by Section 7.3a duly authorized officer of the relevant Group Member, (iii) in favor of cause such Domestic Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, (B) to take such actions as are reasonably necessary or advisable to grant to the Administrative Agent for the benefit of the Secured PartiesLenders a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such Domestic Subsidiary (to the extent required under the Guarantee and Collateral Agreement with respect to property of that type, covering and subject only to Permitted Liens), including the filing of Uniform Commercial Code financing statements in such real property (provided that no Mortgage nor survey shall jurisdictions as may be obtained if required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent determines in consultation with the Borrowers that the costs of obtaining such Mortgage or survey are excessive in relation and (C) to deliver to the value of the security to be afforded thereby), (ii) provide the Lenders with (1) Administrative Agent a lenders’ title insurance policy with extended coverage covering such real property in an amount at least equal to the purchase price certificate of such real property Domestic Subsidiary, substantially in the form of Exhibit C, with appropriate insertions and attachments, and (or such other amount as shall be reasonably specified 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; provided, that the scope of such opinions shall be consistent with the scope of the legal opinions delivered in respect of other Domestic Subsidiaries on the Closing Date. (d) With respect to any Foreign Subsidiary (other than a Foreign Subsidiary designated as well asan Unrestricted Subsidiary as permitted by this Agreement) created or acquired after the Closing Date by any Group Member (other than by any Group Member that is a Foreign Subsidiary), promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such Foreign Subsidiary that is owned by any such Group Member (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) and (ii) deliver to the Administrative Agent the certificates representing such pledged Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Group Member, and take such other action as may be reasonably necessary or, in the opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein; provided, that such Group Member shall not be required to provide a local law pledge agreement with respect to such Capital Stock. Notwithstanding anything to the contrary contained herein, if any Subsidiary shall guarantee obligations in respect of the Second Lien Credit Agreement (or any Permitted Refinancing Indebtedness in respect thereof), such Subsidiary shall promptly become a party to the Guarantee and Collateral Agreement.

Additional Collateral, etc. (a) With respect to any Property (other than Vehicles, cash, Cash Equivalents and other assets expressly excluded from the Collateral or excluded from the requirement that a Lien is perfected on such Property pursuant to the Security Documents) located in the United States personal property acquired after the Closing Date by any Loan Party (other than (x) any interests in real property and any Property described in paragraph (b) of this Section 6.8, (y) any Property subject to a Lien expressly permitted by Section 7.3(g) and (z) Instruments, Certificated Securities, Securities and Chattel Paper, which are referred to in the last sentence of this paragraph (a)) Company as to which the Administrative Agent for the benefit of the Secured Parties does not have a perfected LienCollateral Agent, promptly (i) give notice of such Property to the Administrative Agent and execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent reasonably requests to grant to the Administrative Agent for the benefit of the Secured Parties a security interest in such Property and (ii) take all actions reasonably requested by the Administrative Agent to grant to the Administrative 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 Administrative Agent for the benefit of the Secured Parties, has does not have a perfected security interest, promptly (i) execute and deliver to the Collateral Agent such amendments to the Security Agreement or such other documents necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a security interest in such property, and (ii) take all actions necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected security interest in such Property as property, including the entering into of the Closing Date), including, without limitation, account control agreements and the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Security Agreement or by applicable law or as may be reasonably requested by the Administrative Agent. Any Instrument, Certificated Security Collateral Agent (other than acting at the direction of the Required Holders); provided that the actions contemplated by clause (ii) shall not be required in respect of any such property if perfection of the Capital Stock security interest in such property requires more than the entering into of any Subsidiary)account control agreements and the filing of Uniform Commercial Code financing statements or delivery of Collateral that can be perfected by possession unless the value of such property, Security individually or Chattel Paper in excess of the aggregate, is equal to $500,000 shall be promptly delivered to the Administrative Agent indorsed in a manner reasonably satisfactory to the Administrative Agent to be held as Collateral pursuant to the relevant Security Documentor more. (b) With respect to any fee or leasehold interest in any real property located in the United States having a value (together with improvements thereof) of at least $2,000,000 500,000 acquired after the Closing Date by any Loan Party (other than any such real property subject to a Lien expressly permitted by Section 7.3(g)), the Company promptly (i) give notice of such acquisition to the Administrative Agent and execute and deliver a first priority Mortgage mortgage or deed of trust, as applicable, (subject or an amendment to Liens permitted by Section 7.3the existing Mortgage) in favor of the Administrative Agent Collateral Agent, for the benefit of the Secured Parties, covering such real property (provided that no Mortgage nor survey shall be obtained if the Administrative Agent determines in consultation with the Borrowers that the costs of obtaining such Mortgage or survey are excessive in relation to the value of the security to be afforded thereby)property, and (ii) provide if reasonably requested by the Lenders Collateral Agent (acting at the direction of the Required Holders), deliver to the Secured Parties title insurance, surveys, consents, estoppels (subject to Section 4.12(c) (Delivery of Material Project Documents; Consents)) and legal opinions with (1) a lenders’ title insurance policy with extended coverage covering respect to such real after-acquired property in an amount at least equal form and scope substantially reasonably satisfactory to the purchase price of such real property (Required Holders with respect to the Mortgage or such other amount as shall be reasonably specified by the Administrative Agent) as well asMortgaged Properties.

Additional Collateral, etc. (a) With respect to any Property new Subsidiary (other than Vehicles, cash, Cash Equivalents and other assets expressly excluded from the Collateral an Excluded Unqualified Subsidiary) created or excluded from the requirement that a Lien is perfected on such Property pursuant to the Security Documents) located in the United States acquired after the Closing 2003 Amendment Effective Date by Holdings or any Loan Party of its Qualified Subsidiaries (other than (x) any interests in real property and any Property described in paragraph (b) of this Section 6.8which, (y) any Property subject to a Lien expressly permitted by Section 7.3(g) and (z) Instruments, Certificated Securities, Securities and Chattel Paper, which are referred to in for the last sentence purposes of this paragraph (ab)) as , shall include any existing Subsidiary that ceases to which the Administrative Agent for the benefit of the Secured Parties does not have a perfected Lienbe an Excluded Unqualified Subsidiary), promptly (i) give notice of such Property to the Administrative Agent and execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent reasonably requests deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by Holdings or any of its Subsidiaries, (ii) if requested by the Agent or the Required Lenders, deliver to the 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 the relevant Subsidiary, 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 Agent for the benefit of the Secured Parties Lenders a perfected first priority security interest in such Property the Collateral described in the Guarantee and (ii) take all actions reasonably requested by the Administrative Agent to grant to the Administrative 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 (Collateral Agreement with respect to Property of a type owned by a Loan Party as of the Closing Date to the extent the Administrative Agent for the benefit of the Secured Partiessuch new Subsidiary, has a perfected security interest in such Property as of the Closing Date), including, without limitation, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent. Any Instrument, Certificated Security The parties hereto acknowledge that the Guarantee and Collateral Agreement provides that each such Subsidiary shall be required to pledge its assets as provided therein but shall not be required to guarantee payment of obligations pursuant thereto unless (other than in respect i) such Subsidiary guarantees payment of all or any portion of the Capital Stock of any Subsidiary)Guaranteed Obligations, Security as defined in the 2001A Participation Agreement and the 2001B Participation Agreement or Chattel Paper in excess of $500,000 shall be promptly delivered (ii) such Subsidiary is requested to become a Guarantor by the Administrative Agent indorsed in a manner reasonably satisfactory to or the Administrative Agent to be held as Collateral pursuant to the relevant Security DocumentRequired Lenders. (b) With respect to any fee interest in any real property located in the United States having a value (together with improvements thereof) of at least $2,000,000 new Excluded Unqualified Subsidiary created or acquired after the Closing 2003 Amendment Effective Date by Holdings or any Loan Party (other than any such real property subject to a Lien expressly permitted by Section 7.3(g))Subsidiary, promptly (i) give notice of such acquisition to the Administrative Agent and execute and deliver a first priority Mortgage (subject to Liens permitted by Section 7.3) in favor of the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Agent deems necessary or advisable to grant to the Agent, for the benefit of the Secured PartiesLenders, covering a perfected first priority security interest in the Capital Stock of such real property new Subsidiary that is owned by Holdings or any Subsidiary that is not an Excluded Unqualified Subsidiary (provided that in no Mortgage nor survey event shall be obtained if the Administrative Agent determines in consultation with the Borrowers that the costs of obtaining such Mortgage or survey are excessive in relation to the value more than 66% of the security total outstanding voting Capital Stock of any such new Subsidiary be required to be afforded therebyso pledged), and (ii) provide if requested by the Lenders with (1) a lenders’ title insurance policy with extended coverage covering such real property in an amount at least equal Agent or the Required Lenders, deliver to the purchase price Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of such real property (Holdings or the relevant Subsidiary, and take such other amount action as shall may be reasonably specified by necessary or, in the Administrative opinion of the Agent) as well as, desirable to perfect the Agent’s security interest therein.

Additional Collateral, etc. (a) With respect to any personal Property (other than Vehicles, cash, Cash Equivalents and other assets expressly excluded from the Collateral or excluded from the requirement that a Lien is perfected on such Property pursuant to the Security Documents) located in the United States acquired after the Closing Restatement Effective Date by Holdings or any of its Restricted Subsidiaries constituting any Additional Regal-Holdings Notes, any other possessory collateral required to be delivered to the Administrative Agent pursuant to any other Section of this Agreement, any collateral accounts required to be created under this Agreement or any other Loan Party Document and any Property provided as replacement Collateral under Section 7.5, (other than but specifically excluding (x) any interests in real property and any Property Collateral described in paragraph paragraphs (b), (c) or (d) of this Section 6.86.10, (y) any Property Collateral subject to a Lien expressly permitted by Section 7.3(gSections 7.3(f) and (g) (but only for so long as so subject) and (z) Instruments, Certificated Securities, Securities and Chattel Paper, which are referred to in the last sentence of this paragraph (a)Collateral acquired by an Excluded Foreign Subsidiary) as to which the Administrative Agent Agent, for the benefit of the Secured Parties Parties, does not have a perfected Liensecurity interest, promptly (and, in any event, within 30 days following the date of such acquisition (or, in the case of replacement Collateral contemplated by Section 7.5, within the time period set forth therein)): (i) give notice of such Property to the Administrative Agent and execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent reasonably requests deems necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties a security interest in such Property and (ii) take all actions reasonably requested by the Administrative Agent to grant to the Administrative 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 Administrative Agent Agent, for the benefit of the Secured Parties, has a perfected security interest in such Property as Collateral and (ii) take all actions necessary or advisable to grant to the Administrative Agent, for the benefit of the Closing Date)Secured Parties, a perfected first priority security interest in such Collateral, including, without limitation, the filing of Uniform Commercial Code UCC financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent. Any Instrument, Certificated Security (other than in respect of the Capital Stock of any Subsidiary), Security or Chattel Paper in excess of $500,000 shall be promptly delivered to the Administrative Agent indorsed in a manner reasonably satisfactory to the Administrative Agent to be held as Collateral pursuant to the relevant Security Document. (b) With respect to any fee interest in any real property located in the United States Real Estate acquired by Holdings or any of its Restricted Subsidiaries having a value (together with improvements thereof) of at least $2,000,000 acquired after the Closing Date by any Loan Party 1,000,000 (other than with respect to any such real property Real Estate, (x) owned by an Excluded Foreign Subsidiary, (y) owned by a new Subsidiary subject to the requirements of Section 6.10(c), or (z) subject to a Lien expressly permitted by Section Sections 7.3(f) or 7.3(g) (but only for so long as so subject)), promptly (and, in any event, within 45 days following the date of such acquisition or such later date permitted by the Administrative Agent): (i) give notice of such acquisition to the Administrative Agent and execute and deliver a first priority Mortgage (subject to Liens permitted by Section 7.3Permitted Liens) in favor of the Administrative Agent Agent, for the benefit of the Secured Parties, covering such real property (provided that no Mortgage nor survey shall be obtained if the Administrative Agent determines in consultation with the Borrowers that the costs of obtaining such Mortgage or survey are excessive in relation to the value of the security to be afforded thereby)property, (ii) if requested by the Administrative Agent, provide the Lenders Secured Parties with (1x) a lenders’ title insurance policy with and extended coverage insurance covering such real property complying with the provisions of Schedule 6.10(b), in an amount at least equal to the purchase price of such real property (or such other amount as shall be reasonably specified by the Administrative Agent) as well asas a current ALTA survey in substantially the form of such surveys delivered in connection with the Original Credit Agreement, together with a surveyor's certificate, (y) any consents or estoppels reasonably deemed necessary or advisable by the Administrative Agent in connection with such Mortgage, each of the foregoing in form and substance reasonably satisfactory to the Administrative Agent and (z) Phase I environmental reports (and where appropriate based upon such Phase I environmental reports and at the request of the Administrative Agent, Phase II environmental reports) with respect to such real property, all in form and substance reasonably satisfactory to the Administrative Agent; and (iii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. (c) With respect to any new Subsidiary (other than an Excluded Foreign Subsidiary, any Unrestricted Subsidiary created or acquired pursuant to an Investment made in accordance with Sections 7.8(k) or (l), any Foreign Subsidiary of RCM in existence on the Restatement Effective Date and Next Generation Network, Inc.) created or acquired after the Restatement Effective Date (which, for the purposes of this Section 6.10(c), shall include any existing Subsidiary that (i) ceases to be an Excluded Foreign Subsidiary or (ii) ceases to be an Unrestricted Subsidiary and becomes a Restricted Subsidiary), by either of the Borrowers or any of their respective Restricted Subsidiaries, (A) promptly (and, in any event, within 30 days following such creation or the date of such acquisition) (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement, if any, as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by either of the Borrowers or any of their respective Restricted Subsidiaries, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of such Borrower or such Restricted Subsidiary, as the case may be and (iii) cause such new Subsidiary to become party to the Guarantee and Collateral Agreement as a Guarantor (but not a Grantor (except with respect to the Capital Stock of its Restricted Subsidiaries)) thereunder, (B) promptly (and, in any event, within 45 days following the date of such acquisition or such later date as permitted by the Administrative Agent) (I) execute and deliver a first priority Mortgage (subject to Permitted Liens) in favor of the Administrative Agent, for the benefit of the Secured Parties, covering any Real Property owned in fee by such Subsidiary having a value (together with improvements thereof) of at least $1,000,000 (other than Real Estate subject to a Lien expressly permitted by Sections 7.3(f) or 7.3(g) (but only for so long as so subject)), and (II) if requested by the Administrative Agent, provide the Secured Parties with (x) title and extended coverage insurance covering such real property complying with the provisions of Schedule 6.10(b); and (C) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described in clause (iii) above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. (d) With respect to any new Excluded Foreign Subsidiary created or acquired after the Restatement Effective Date by either of the Borrowers or any of their respective Restricted Subsidiaries (other than any Foreign Subsidiary of RCM in existence on the Restatement Effective Date), promptly (and, in any event, within 30 days following such creation or the date of such acquisition): (i) execute and deliver to the Administrative Agent 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 either of the Borrowers or any of their respective 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 representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of such Borrower or such Domestic Subsidiary, as the case may be, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the security interest 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 apply to any Property, new Subsidiary or new Excluded Foreign Subsidiary created or acquired after the Restatement Effective 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) The Administrative Agent is hereby authorized by the Lenders to enter into such amendments to the Guarantee and Collateral Agreement as the Administrative Agent deems necessary to effectuate the provisions of this Section 6.10. (g) It is the intention of the Borrowers and their Subsidiaries that the Obligations are secured by the Mortgages, the Guarantee and Collateral Agreement and the other Security Documents.

Additional Collateral, etc. (a) With respect to any Property (other than Vehicles, cash, Cash Equivalents and other assets expressly excluded from the Collateral or excluded from the requirement that a Lien is perfected on such Property pursuant to the Security Documents) located in the United States property acquired after the Closing Date by any Loan Party (other than (xw) any interests in real property and any Property described in paragraph (b) of this Section 6.8), (yc) or (d) below, (x) any Property property subject to a Lien expressly permitted by Section 7.3(g), (y) so long as the Term Loan Obligations Payment Date has not occurred, any Term Loan Priority Collateral as to which the Term Loan Representative determines, in its reasonable discretion and in consultation with the Borrower, that the cost of obtaining a security interest therein is excessive in relation to the value of the security to be afforded thereby) and (z) Instruments, Certificated Securities, Securities and Chattel Paper, which are referred to in the last sentence of this paragraph any property (a)other than Term Loan Priority Collateral) as to which the Administrative Agent determines, in its reasonable discretion and in consultation with the Borrower, that the cost of obtaining a security interest therein is excessive in relation to the value of the security to be afforded thereby) as to which the Administrative Agent, for the benefit of the Secured Parties Parties, does not have a perfected Lien, promptly (i) give notice of such Property to the Administrative Agent and 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 reasonably requests advisable to grant to the Administrative Agent for the benefit of the Secured Parties a security interest in such Property and (ii) take all actions reasonably requested by the Administrative Agent to grant to the Administrative 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 Administrative Agent Agent, for the benefit of the Secured Parties, has a security interest in such property and (ii) take all actions necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected security interest in such Property as of property with the Closing Date)priority required by the Intercreditor Agreement, including, without limitation, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent. Any Instrument, Certificated Security (other than in respect of the Capital Stock of any Subsidiary), Security or Chattel Paper in excess of $500,000 shall be promptly delivered to the Administrative Agent indorsed in a manner reasonably satisfactory to the Administrative Agent to be held as Collateral pursuant to the relevant Security Document. (b) With respect to any fee interest in any real property located in the United States having a value (together with improvements thereof) of at least $2,000,000 10,000,000 acquired after the Closing Date by any Loan Party (including a Person that owns such real property and becomes a Loan Party pursuant to this Section 6.10) (other than (i) any such real property subject to a Lien expressly permitted by Section 7.3(g)), ) and (iii) give notice of such acquisition any real property as to which the Administrative Agent (or, so long as the Term Loan Obligations Payment Date has not occurred, the Term Loan Representative) determines, in its reasonable discretion and execute and deliver a first priority Mortgage (subject to Liens permitted by Section 7.3) in favor of the Administrative Agent for the benefit of the Secured Parties, covering such real property (provided that no Mortgage nor survey shall be obtained if the Administrative Agent determines in consultation with the Borrowers Borrower, that the costs cost of obtaining such Mortgage or survey are a security interest therein is excessive in relation to the value of the security to be afforded thereby), within sixty (60) days after the acquisition thereof (or such later date as the Administrative Agent (or, so long as the Term Loan Obligations Payment Date has not occurred, the Term Loan Representative) shall agree to in its sole discretion) execute and deliver to the Administrative Agent the documents and instruments required under Section 5.1(k) (including any legal opinions as the Administrative Agent may reasonably request). Notwithstanding the foregoing, the Administrative Agent shall not enter into any Mortgage in respect of any real property acquired by any Loan Party after the Second Amendment Effective Date until the date that is (a) if such real property is not located in a “special flood hazard area”, ten (10) Business Days or (b) if such real property is located in a “special flood hazard area”, twenty (20) days, after the Administrative Agent has delivered to the Lenders the following documents in respect of such real property: (i) a completed flood hazard determination from a third party vendor; (ii) provide if such real property is located in a “special flood hazard area”, (A) a notification to the Lenders with applicable Loan Parties of that fact and (if applicable) notification to the applicable Loan Parties that flood insurance coverage is not available and (B) evidence of the receipt by the applicable Loan Parties of such notice; and (iii) if required by Flood Laws, evidence of required flood insurance. (c) With respect to any new Domestic Subsidiary (other than any Immaterial Subsidiary, any CFC Holding Company or any Subsidiary of a Foreign Subsidiary or of a CFC Holding Company) created or acquired after the Closing Date by any Loan Party (which, for the purposes of this paragraph (c), shall include (1) any existing Subsidiary (other than an Immaterial Subsidiary) that becomes a lenders’ title insurance policy with extended coverage covering such real property in Domestic Subsidiary that is not a CFC Holding Company or a Subsidiary of a Foreign Subsidiary or a CFC Holding Company and (2) any existing Subsidiary that ceases to be an amount at least equal to Immaterial Subsidiary (and that is not a CFC Holding Company)), within thirty (30) days after the purchase price creation or acquisition of such real property new Domestic Subsidiary (or such other amount later date as the Administrative Agent (or, so long as the Term Loan Obligations Payment Date has not occurred, the Term Loan Representative) shall agree to in its sole discretion) (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent deems necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected security interest with the priority required by the Intercreditor Agreement in the Capital Stock of such new Subsidiary that is owned by any Loan Party, (ii) subject to the Intercreditor Agreement, deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated endorsements, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, (iii) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, (B) to take such actions necessary or reasonably advisable to grant to the Administrative Agent for the benefit of the Secured Parties a perfected security interest with the priority required by the Intercreditor Agreement in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent and (C) subject to the Intercreditor Agreement, to deliver to the Administrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit C, with appropriate insertions and attachments, and (iv) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably specified satisfactory to the Administrative Agent. (d) With respect to any new CFC Holding Company or Foreign Subsidiary created or acquired after the Closing Date by any Loan Party (which, for the purposes of this paragraph (d), shall include any existing Subsidiary that becomes a CFC Holding Company or a Foreign Subsidiary), within sixty (60) days after the creation or acquisition of such new CFC Holding Company or Foreign Subsidiary (or such later date as the Administrative Agent (or, so long as the Term Loan Obligations Payment Date has not occurred, the Term Loan Representative) shall agree to in its sole discretion) (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent deems necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected security interest with the priority required by the Intercreditor Agreement in the Capital Stock of such CFC Holding Company or Foreign Subsidiary that is owned by any such Loan Party (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such CFC Holding Company or Foreign Subsidiary be required to be so pledged), (ii) subject to the Intercreditor Agreement, deliver to the Administrative Agent the certificates representing such pledged Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party and take such other action as the Administrative Agent deems necessary or reasonably advisable to perfect the Administrative Agent’s security interest therein; provided, that such Loan Party shall be required to provide a local law pledge agreement with respect to such Capital Stock (and local law opinions relating to such local law pledge agreement, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent) as well asreasonably requested by the Administrative Agent.

Additional Collateral, etc. (a) With respect to any Property property (other than Vehicles, cash, Cash Equivalents and other assets expressly excluded from the Collateral or excluded from the requirement that a Lien is perfected on such Property pursuant to the Security Documents) located extent included in the United States definition of Collateral and not constituting Excluded Assets) acquired after the Original Closing Date by any Loan Party (other than (x) any interests in real property and any Property described in paragraph (b) of this Section 6.8or (c) below, and (y) any Property property subject to a Lien expressly permitted by Section 7.3(g) and (z) Instruments, Certificated Securities, Securities and Chattel Paper, which are referred to in the last sentence of this paragraph (a)) as to which the Administrative Agent Agent, for the ratable benefit of the Secured Parties Parties, does not have a perfected Lien, promptly (i) give notice of such Property execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement, or such other documents as the Administrative Agent may reasonably deem necessary or advisable to evidence that such Loan Party is a Guarantor and to grant to the Administrative Agent, for the ratable benefit of the Secured Parties, a security interest in such property and (ii) take all actions necessary or advisable in the opinion of the Administrative Agent to grant to the Administrative Agent, for the ratable benefit of the Secured Parties, a perfected first priority (except as expressly permitted by Section 7.3) security interest and Lien in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement, or by law or as may be requested by the Administrative Agent. (b) With respect to any new direct or indirect Domestic Subsidiary of the Borrower created or acquired after the Original Closing Date (including any such Domestic Subsidiary acquired pursuant to a Permitted Acquisition), 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 requests deems necessary or advisable to grant to the Administrative Agent Agent, for the ratable benefit of the Secured Parties Parties, a perfected first priority security interest and Lien in the Capital Stock of such Property and new Domestic Subsidiary that is owned directly or indirectly by the Borrower, (ii) deliver to the Administrative Agent such documents and instruments as may be reasonably required to grant, perfect, protect and ensure the priority of such security interest, including but not limited to, the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or any other applicable Loan Party, (iii) cause such new Domestic Subsidiary (A) to become a party to the Guarantee and Collateral Agreement as a Grantor and a Guarantor thereunder, (B) to take all such actions reasonably requested by 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 (to and Lien in the extent required by Collateral described in the Security Documents Guarantee and with the priority required by Section 4.17) in such Property (Collateral Agreement, with respect to Property of a type owned by a Loan Party as of the Closing Date to the extent the Administrative Agent for the benefit of the Secured Partiessuch new Domestic Subsidiary, has a perfected security interest in such Property as of the Closing Date), including, without limitation, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent, (C) to become a Loan Party by executing a joinder agreement in form and substance acceptable to Administrative Agent in its reasonable discretion and (D) to deliver to the Administrative Agent a certificate of the secretary (or other equivalent officer) of such Domestic Subsidiary of the type described in Section 5.1(c), in form reasonably satisfactory to the Administrative Agent, with appropriate insertions and attachments, and (iv) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions addressing such matters as the Administrative Agent may reasonably specify, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, any Subsidiary created for the purpose of consummating an acquisition and that the Borrower plans to merge out of existence in connection with such acquisition shall not be required to comply with the foregoing clause (b) provided that such Subsidiary is actually merged out of existence in connection with such acquisition. (c) With respect to any new First Tier Foreign Subsidiary or any First Tier Foreign Subsidiary Holding Company, as applicable, created or acquired after the Original Closing Date by any Loan Party, 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 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 (provided that in no event shall more than 66% of the total outstanding voting Capital Stock of any such new First Tier Foreign Subsidiary or First Tier Foreign Subsidiary Holding Company, as applicable, be required to be so pledged), (ii) deliver to the Administrative Agent the certificates representing such Capital Stock (if certificated), together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and take such other action (including, as applicable, the delivery of any Foreign Pledge Documents reasonably requested by the Administrative Agent for any Foreign Subsidiaries that contribute more than $1,500,000 in revenue) as may be necessary or, in the reasonable opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein, and (iii) if reasonably requested by the Administrative Agent. Any Instrument, Certificated Security (other than in respect of the Capital Stock of any Subsidiary), Security or Chattel Paper in excess of $500,000 shall be promptly delivered deliver to the Administrative Agent indorsed legal opinions relating to the matters described above, which opinions shall be in a manner form and substance, and from counsel, reasonably satisfactory to the Administrative Agent to be held as Collateral pursuant to the relevant Security DocumentAgent. (bd) With 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 $1,500,000 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. 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 fee interest 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 real property located in the United States having Material Real Property is acquired by a value (together with improvements thereof) of at least $2,000,000 acquired Loan Party after the Closing Date by any or (ii) an entity becomes a Loan Party (other than any if such real property entity owns Material Real Property at the time it becomes a Loan Party, cause such Material Real Property to be subject to a Lien expressly permitted by Section 7.3(g)), (i) give notice of such acquisition to the Administrative Agent and execute and deliver a first priority Mortgage (subject to Liens permitted by Section 7.3) in favor of the Administrative Agent for the benefit of the Secured PartiesParties and take, covering or cause the relevant Loan Party to take, such real property (provided that no Mortgage nor survey actions as shall be obtained if necessary or reasonably requested by the Administrative Agent determines to grant and perfect or record such Lien, in consultation each case to the extent required by, and subject to the limitations and exceptions of, the Loan Documents and to otherwise comply with the Borrowers that requirements of the costs of obtaining such Mortgage or survey are excessive in relation Loan Documents. Notwithstanding anything to the value 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 security to be afforded thereby), address of any such Material Real Property and (iiy) the Administrative Agent shall provide the Lenders with at least 30 days’ prior written notice of the address of such Material Real Property (1it 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). Notwithstanding the foregoing, the Administrative Agent shall not enter into any Mortgage in respect of any real property acquired by any Loan Party after the 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 lenders’ title insurance policy with extended coverage covering completed flood hazard determination from a third party vendor; (ii) if such real property is located in an amount at least equal a “special flood hazard area”, (A) a notification to the purchase price Borrower (or applicable Loan Party) of that fact and (if applicable) notification to the Borrower that flood insurance coverage is not available and (B) evidence of the receipt by the Borrower of such notice; and (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 (or such other amount as shall be reasonably specified by the Administrative Agent) as well asis located, evidence of required flood insurance.

Additional Collateral, etc. (a) With respect to any Property (other than Vehicles, cash, Cash Equivalents and other assets expressly excluded from the Collateral or excluded from the requirement that a Lien is perfected on such Property pursuant to the Security Documents) located in the United States acquired after the Closing Date by any Loan Party Group Member (other than (x) any interests in real property and any Property described in paragraph (b), (c) of this Section 6.8, or (d) below and (y) any Property subject to a Lien expressly permitted by Section 7.3(g) and (z) Instruments, Certificated Securities, Securities and Chattel Paper, which are referred to in the last sentence of this paragraph (a8.3(g)) as to which the Administrative Agent Collateral Agent, for the benefit of the Secured Parties (in the case of any such Property owned by a Group Member other than the Canadian Borrower, Canada's Wonderland Company or an Excluded Foreign Subsidiary) or for the benefit of the Canadian Secured Parties (in the case of any such Property owned by the Canadian Borrower, Canada's Wonderland Company or an Excluded Foreign Subsidiary), does not have a perfected Lien, promptly (i) give notice of such Property to the Administrative Agent and execute and deliver to the Administrative Collateral Agent such amendments to the Guarantee and Collateral Agreement and any other Security Document or such other documents as the Administrative Collateral Agent reasonably requests deems necessary or advisable to grant to the Administrative Agent Collateral Agent, for the benefit of the applicable Secured Parties (as set forth above), a security interest and Lien in such Property Property, in each case, in accordance with the terms and conditions of the applicable Security Documents and (ii) take all actions reasonably requested by the Administrative Agent necessary or advisable to grant to the Administrative Agent Collateral Agent, for the benefit of the applicable Secured Parties (as set forth above), a perfected first priority security interest (to the extent required by the Security Documents and with the priority required by Section 4.17) Lien in such Property (with respect to Property of a type owned by a Loan Party as of the Closing Date to the extent the Administrative Agent for the benefit of the Secured PartiesProperty, has a perfected security interest in such Property as of the Closing Date), including, without limitation, including the filing of Uniform Commercial Code and Personal Property Security Act financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or any other Security Document or by law or as may be reasonably requested by the Administrative Collateral Agent. Any Instrument, Certificated Security (other than in respect of the Capital Stock of any Subsidiary), Security or Chattel Paper in excess of $500,000 shall be promptly delivered to the Administrative Agent indorsed in a manner reasonably satisfactory to the Administrative Agent to be held as Collateral pursuant to the relevant Security Document. (b) With respect to any fee interest in any real property located in the United States having a value (together with improvements thereof) of at least $2,000,000 or any leasehold interest with annual rental payments in excess of $250,000 or constituting a ground lease or in respect of property on which an amusement, water, theme or other like park is or is to be situated entered into or acquired after the Closing Date by any Loan Party Group Member (other than any such real property subject to a Lien expressly permitted by Section 7.3(g8.3(g)), promptly (i) give notice of such acquisition to the Administrative Agent and execute and deliver a first priority Mortgage (subject to Liens permitted by Section 7.3) or supplemental debenture, in favor of the Administrative Agent Collateral Agent, for the benefit of the Secured PartiesParties (in the case of any such Property owned by a Group Member other than the Canadian Borrower, Canada's Wonderland Company or an Excluded Foreign Subsidiary) or in favor of the Collateral Agent, for the benefit of the Canadian Secured Parties (in the case of any such Property owned by the Canadian Borrower, Canada's Wonderland Company or an Excluded Foreign Subsidiary), covering such real property (provided that no Mortgage nor survey shall be obtained if the Administrative Agent determines in consultation with the Borrowers that the costs of obtaining such Mortgage or survey are excessive in relation to the value of the security to be afforded thereby)property, (ii) if requested by the Collateral Agent, provide the Lenders applicable Secured Parties with (1x) a lenders’ title insurance policy with and extended coverage insurance covering such real property in an amount at least equal to the purchase price of such real property (or such other amount as shall be reasonably specified by the Administrative Collateral Agent) as well asas 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 Collateral Agent and (iii) if requested by the Collateral Agent, deliver to the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agent. (c) With respect to any new Material Subsidiary (other than an Excluded Foreign Subsidiary) created or acquired after the Closing Date by any Group Member (which, for the purposes of this paragraph (c), shall include any existing Material Subsidiary that ceases to be an Excluded Foreign Subsidiary or any existing Subsidiary that becomes a Material Subsidiary), promptly (i) execute and deliver to the Collateral Agent such amendments to the Guarantee and Collateral Agreement and each other Security Document or such other documents as the Collateral Agent reasonably deems necessary or advisable to grant to the Collateral Agent, for the benefit of the U.S. Secured Parties, a perfected first priority security interest and Lien in the Capital Stock of such new Subsidiary that is owned by any Group Member, subject to Liens for Statutory Prior Claims, (ii) deliver to the Collateral Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Group Member, (iii) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement and any other document requested by the Collateral Agent to guarantee the Obligations, (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 and Lien in the Collateral, subject to Liens expressly permitted by Section 8.3(g), with respect to such new Subsidiary, including the filing of Uniform Commercial Code and Personal Property Security Act financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement, any other Security Document or by law or as may be requested by the Collateral Agent and (C) to deliver to the Collateral Agent a certificate of such Subsidiary, substantially in the form of Exhibit H, with appropriate insertions and attachments, and (iv) 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. (d) With respect to any new Excluded Foreign Subsidiary created or acquired after the Closing Date by any Group Member (other than by the Canadian Borrower, Canada's Wonderland Company or any Group Member that is an Excluded Foreign Subsidiary), promptly (i) execute and deliver to the Collateral Agent such amendments to the Guarantee and Collateral Agreement and such other Security Documents 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 and Lien in the Capital Stock of such new Subsidiary that is owned by any such Group Member (provided that in no event shall more than 65% of the total outstanding voting Capital Stock (and 100% of any non-voting Capital Stock) of any such new Subsidiary be required to be so pledged), subject to Liens securing Statutory Prior Claims which are paid when due, or if not paid when due that are being contested in good faith by appropriate proceedings and for which appropriate reserves have been established, (ii) deliver to the Collateral Agent the certificates representing such Capital Stock, together with undated stock or other transfer powers, in blank, executed and delivered by a duly authorized officer of the relevant Group Member, as the case may be, and take such other action as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the Collateral Agent's security interest and Lien therein, and (iii) if requested by the Collateral Agent, deliver to the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agent. (e) With respect to any new Excluded Foreign Subsidiary created or acquired after the Closing Date by any Group Member, promptly (i) execute and deliver to the Collateral Agent (x) such amendments or supplements to the Canadian Security Documents and such other Security Documents as the Collateral Agent reasonably deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Canadian Secured Parties, a perfected first priority security interest and Lien in the Capital Stock of such new Excluded Foreign Subsidiary that is owned by any Group Member, subject to Liens securing Statutory Prior Claims, (ii) deliver to the Collateral Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Group Member, (iii) cause such new Excluded Foreign Subsidiary (A) to become a party to the existing Canadian Security Documents or enter into new Canadian Security Documents, as applicable, (B) to take such actions necessary or advisable to grant to the Collateral Agent for the benefit of the Canadian Secured Parties a perfected first priority security interest and Lien in the Collateral with respect to such new Excluded Foreign Subsidiary, subject to Liens permitted by Section 8.3, including the filing of Uniform Commercial Code and Personal Property Security Act financing statements in such jurisdictions as may be required by the Canadian Security Documents or by law or as may be requested by the Collateral Agent, (C) to deliver to the Collateral Agent a certificate of such Excluded Foreign Subsidiary, substantially in the form of Exhibit H, with appropriate insertions and attachments and (D) to guarantee the Canadian Obligations, and (iv) if requested by the Collateral Agent, deliver to the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agent.

Additional Collateral, etc. (a) With respect to any Property (other than Vehicles, cash, Cash Equivalents assets of the type constituting Collateral under the Guarantee and other assets expressly excluded from the Collateral or excluded from the requirement that a Lien is perfected on such Property pursuant to the Security Documents) located in the United States Agreement acquired after the Closing Date by the Parent, the Borrower or any Loan Party of its Non-Insurance Subsidiaries (other than (x) any interests in real property and any Property described in paragraph (b) of this Section 6.8, (y) any Property subject to a Lien expressly permitted assets acquired by Section 7.3(g) and (z) Instruments, Certificated Securities, Securities and Chattel Paper, which are referred to in the last sentence of this paragraph (a)an Excluded Foreign Subsidiary) as to which the Administrative Agent Agent, for the benefit of the Secured Parties Lenders, does not have a perfected Lien, promptly (i) give notice of such Property to the Administrative Agent and execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent reasonably requests deems necessary to grant to the Administrative Agent Agent, for the benefit of the Secured Parties Lenders, a security interest in such Property assets and (ii) take all actions reasonably requested by the Administrative Agent necessary to grant to the Administrative Agent 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 Administrative Agent for the benefit of the Secured PartiesLenders, has a perfected security interest in such Property as of the Closing Date)assets, including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent. Any Instrument, Certificated Security (other than in respect of the Capital Stock of any Subsidiary), Security or Chattel Paper in excess of $500,000 shall be promptly delivered to the Administrative Agent indorsed in a manner reasonably satisfactory to the Administrative Agent to be held as Collateral pursuant to the relevant Security Documentlaw. (b) With respect to any fee interest in any real property located in the United States having a value new Subsidiary (together with improvements thereofother than an Excluded Foreign Subsidiary) of at least $2,000,000 created or acquired after the Closing Date by (which, for the purposes of this paragraph, shall include any Loan Party (other than any such real property subject existing Subsidiary that ceases to a Lien expressly permitted by Section 7.3(g)be an Excluded Foreign Subsidiary), by the Parent, the Borrower or any of its Non-Insurance Subsidiaries, promptly (i) give notice of such acquisition execute and deliver to the Administrative Agent such amendments to the Guarantee and execute Collateral Agreement as the Administrative Agent reasonably deems necessary to grant to the Administrative Agent, for the benefit of the Lenders, a perfected security interest in all shares of Capital Stock of such new Subsidiary that are owned by the Parent, the Borrower or any of its Subsidiaries, (ii) take all actions required by Article 8 of the UCC to cause the Administrative Agent to acquire "control" of such shares of Capital Stock within the meaning of Article 8 of the UCC, (iii) cause such new Subsidiary (unless such Subsidiary is an Insurance Subsidiary) (A) to become a party to the Guarantee and deliver a first priority Mortgage Collateral Agreement and (subject B) to Liens permitted by Section 7.3) in favor of take such actions necessary to grant to the Administrative Agent for the benefit of the Secured PartiesLenders a perfected security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary, covering and (iv) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. (c) With respect to any new Excluded Foreign Subsidiary created or acquired after the Closing Date by the Parent, the Borrower or any of its Non-Insurance Subsidiaries (other than any Excluded Foreign Subsidiaries), promptly (i) execute and deliver to the Administrative Agent such real property 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 Lenders, a perfected security interest in the Capital Stock of such new Subsidiary that is owned by the Parent, the Borrower or any of its Subsidiaries (other than any Excluded Foreign Subsidiaries), (provided that in no Mortgage nor survey event shall be obtained if the Administrative Agent determines in consultation with the Borrowers that the costs of obtaining such Mortgage or survey are excessive in relation to the value more than 66% of the security total outstanding Capital Stock of any such new Excluded Foreign Subsidiary be required to be afforded therebyso pledged), (ii) provide take all actions required by Article 8 of the Lenders with (1) a lenders’ title insurance policy with extended coverage covering such real property in an amount at least equal UCC to cause the purchase price Administrative Agent to acquire "control" of such real property (shares of Capital Stock within the meaning of Article 8 of the UCC or take such other amount action as shall may be reasonably specified necessary or, in the reasonable 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) as well asFor avoidance of doubt, it is understood that no Insurance Subsidiary shall be required to become a guarantor under the Guarantee and Collateral Agreement or to create a security interest in any of its assets to secure the obligations of the Borrower hereunder. It is understood that perfection actions with respect to Property becoming Collateral after the Closing Date will be consistent with actions required by Section 5.1 of the Existing Credit Agreement with respect to Collateral of the same type on the Closing Date, unless any change in law or customary practices require any additional or different actions.

Additional Collateral, etc. (a) With subject to Section 5.9(d), with respect to any personal Property (other than VehiclesExcluded Assets) acquired, cash, Cash Equivalents and other assets expressly excluded from created or developed (including the Collateral filing of any applications for the registration or excluded from the requirement that a Lien is perfected on such Property pursuant to the Security Documentsissuance of any Intellectual Property) located in the United States acquired after the Closing Date by any Loan Party Party, promptly (other than and in any event within fifteen (15) days unless otherwise agreed to by the US Borrower and the Administrative Agent) (x) any interests in real property and any Property described in paragraph (b) of this Section 6.8, (y) any Property subject to a Lien expressly permitted by Section 7.3(g) and (z) Instruments, Certificated Securities, Securities and Chattel Paper, which are referred to in the last sentence of this paragraph (a)) as to which the Administrative Agent for the benefit of the Secured Parties does not have a perfected Lien, promptly (i) give notice of such Property to the Administrative Agent and execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement (including schedules thereto) or such other documents as the Administrative Agent deems reasonably requests necessary to grant to the Administrative Agent Agent, for the benefit of the Secured Parties Parties, a security interest in such Property and (iiy) take all actions reasonably requested by the Administrative Agent necessary to grant to the Administrative 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 Administrative Agent Agent, for the benefit of the Secured Parties, has a perfected first priority security interest (subject to Permitted Liens) in such Property as of to the Closing Date)extent required under the Guarantee and Collateral Agreement, including, without limitation, including the filing of Uniform Commercial Code UCC financing statements in such United States jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent. Any Instrument, Certificated Security (other than in respect of the Capital Stock of any Subsidiary), Security or Chattel Paper in excess of $500,000 shall be promptly delivered to the Administrative Agent indorsed in a manner reasonably satisfactory to the Administrative Agent to be held as Collateral pursuant to the relevant Security DocumentAgreement. (b) With respect to any fee interest in any real property located in the United States having a value (together with improvements thereofother than Excluded Assets) of at least $2,000,000 acquired after the Closing Date by any Loan Party Party, as soon as reasonably practicable and in any case on or prior to ninety (other than any 90) days after such real property subject to a Lien expressly permitted by Section 7.3(g)), acquisition or such later date as the Administrative Agent shall reasonably agree (i) give notice of such acquisition to the Administrative Agent and execute and deliver a first priority Mortgage (subject to Liens permitted by Section 7.3) Permitted Liens), in favor of the Administrative Agent Agent, for the benefit of the Secured Parties, covering such real property (provided that no Mortgage nor survey shall be obtained if the Administrative Agent determines in consultation with the Borrowers that the costs of obtaining such Mortgage or survey are excessive in relation to the value of the security to be afforded thereby)property, (ii) provide the Lenders Administrative Agent for the benefit of the Secured Parties with title and extended (1to the extent available without surveys) a lenders’ title coverage 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 well as, if available and reasonably specified requested by the Administrative Agent, a current ALTA survey thereof, together with a surveyor’s certificate (in form and substance reasonably satisfactory to the Administrative Agent), each of the foregoing in form and substance reasonably satisfactory to the ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, (▇▇▇) if reasonably requested by the Administrative Agent, deliver to the Administrative Agent legal opinions of local counsel and counsel in the jurisdiction where the Loan Party that owns such Mortgaged Property is located, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent, and (iv) if such Mortgaged 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 improvements on such Mortgaged Property are located in an area which has been identified by the director of the Federal Emergency Management Agency as a “special flood hazard area”, provide to the Administrative Agent (A) evidence of a policy of flood insurance that (1) covers such improvements and (2) is written in an amount reasonably satisfactory to the Administrative Agent (not to exceed 100% of the value of such improvements as reasonably determined by the US Borrower) and complies with Regulation H and all other applicable laws and (B) a confirmation that the applicable Loan Party has received the notice requested pursuant to Section 208.25(i) of Regulation H of the Board. (c) With respect to any new Restricted Subsidiary (other than Excluded Subsidiaries) that would constitute a Subsidiary Guarantor within the meaning of that term acquired or formed after the Closing Date promptly (and in any event within fifteen (15) days unless otherwise agreed to by the US Borrower and the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement (including schedules thereto) as well asthe Administrative Agent reasonably deems necessary 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 Restricted Subsidiary that is owned by such Loan Party (other than Excluded Assets), (ii) deliver to the Administrative Agent (x) the certificates, if any, representing such Capital Stock constituting certificated securities under the UCC, together with undated stock powers, in blank, and (y) any note, instrument or debt security in amount in excess of $2,000,000, together with undated instruments of transfer endorsed in blank, in each case executed and delivered by a duly authorized officer of such Loan Party to the extent required by the Guarantee and Collateral Agreement, (iii) cause such new Restricted Subsidiary (A) to become a party to the Guarantee and Collateral Agreement 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 to Permitted Liens) in the Collateral described in the Guarantee and Collateral Agreement with respect to such Restricted Subsidiary, including the recording of instruments in the U.S. Patent and Trademark Office and the U.S. Copyright Office, if required, and the filing of UCC financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement, and (iv) if reasonably requested by the Administrative Agent, deliver to the Administrative Agent customary legal opinions relating to the matters described above. (d) Notwithstanding the foregoing provisions of this Section 5.9 or any other provision hereof or of any other Loan Document, (i) the US Borrower and Guarantors shall not be required to grant a security interest in any Excluded Assets, (ii) no Loan Party shall be required to take any actions outside the United States to create or perfect any Liens on the Collateral (including any intellectual property registered in any jurisdiction outside the United States) and no Security Document shall be governed by the laws of any jurisdiction outside the United States, except with respect to any assets located in Canada that do not constitute Excluded Assets (to the extent reasonably requested by the Administrative Agent), (iii) the Loan Parties shall not be required to (A) deliver control agreements or (B) otherwise deliver perfection by “control” (within the meaning of the Uniform Commercial Code) (including with respect to deposit accounts, securities accounts and commodities accounts), other than delivery of stock certificates of Subsidiaries (other than Excluded Assets) and instruments, notes and debt securities (and related stock powers, instruments of transfer and endorsements) to the extent required by the Security Documents, and (iv) the Loan Parties shall not be required to perfect security interests in Collateral other than as required under the terms of the Security Documents.

Additional Collateral, etc. (ai) With respect to any Property (other than Vehicles, cash, Cash Equivalents and other assets expressly excluded from the Collateral or excluded from the requirement that a Lien is perfected on such Property pursuant to the Security Documents) located in the United States acquired after the Closing Date by any Loan Collateral Party (other than (x) any interests in real property and any Property described in paragraph (b) of this Section 6.8, (y) any Property subject to a Lien expressly permitted by Section 7.3(g) and (z) Instruments, Certificated Securities, Securities and Chattel Paper, which are referred to in the last sentence of this paragraph (a)) as to which the Administrative Agent Agent, for the benefit of the Secured Parties Parties, does not have a perfected Lien, promptly (i) give notice of such Property to the Administrative Agent and execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent reasonably requests deems necessary or advisable to grant to the Administrative Agent Agent, for the benefit of the Secured Parties Parties, a security interest in such Property and Property, (ii) take all actions reasonably requested with respect to any new Restricted Subsidiary created or acquired after the Closing Date by the Borrower or any Restricted Subsidiary, promptly (A) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary, (B) deliver to the Administrative Agent the certificates, if any, representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Restricted Subsidiary, as the case may be, (C) cause such new Subsidiary (1) to become a party to the Guarantee and Collateral Agreement and (2) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties a perfected first priority security interest (to in the extent required by Collateral described in the Security Documents Guarantee and with the priority required by Section 4.17) in such Property (Collateral Agreement with respect to Property of a type owned by a Loan Party as of the Closing Date to the extent the Administrative Agent for the benefit of the Secured Parties, has a perfected security interest in such Property as of the Closing Date)new Subsidiary, including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent. Any Instrument, Certificated Security (other than in respect of iii) if requested by the Capital Stock of any Subsidiary)Administrative Agent, Security or Chattel Paper in excess of $500,000 shall be promptly delivered deliver to the Administrative Agent indorsed legal opinions relating to the matters described above, which opinions shall be in a manner form and substance, and from counsel, reasonably satisfactory to the Administrative Agent and (iv) take all actions necessary or advisable to be held as Collateral pursuant to the relevant Security Document. (b) With respect to any fee interest in any real property located in the United States having a value (together with improvements thereof) of at least $2,000,000 acquired after the Closing Date by any Loan Party (other than any such real property subject to a Lien expressly permitted by Section 7.3(g)), (i) give notice of such acquisition grant to the Administrative Agent and execute and deliver a first priority Mortgage (subject to Liens permitted by Section 7.3) in favor of the Administrative Agent Agent, for the benefit of the Secured Parties, covering a perfected first priority security interest in such real property (provided that no Mortgage nor survey shall Property, including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be obtained if required by the Administrative Agent determines in consultation with the Borrowers that the costs of obtaining such Mortgage Guarantee and Collateral Agreement or survey are excessive in relation to the value of the security to by law or as may be afforded thereby), (ii) provide the Lenders with (1) a lenders’ title insurance policy with extended coverage covering such real property in an amount at least equal to the purchase price of such real property (or such other amount as shall be reasonably specified requested by the Administrative Agent. (b) If any Loans remain outstanding on the date which is 60 days after the Closing Date (or such earlier date as well asis reasonably requested by ▇▇▇▇▇▇ Brothers but no earlier than the date which is 30 days after the Closing Date), the Borrower shall on such 60th day (or such earlier date) transfer the Incentive Distribution Rights in ILP owned by the Borrower to Inergy Partners, LLC.

Additional Collateral, etc. (a) With respect to any Property (other than Vehicles, cash, Cash Equivalents and other assets expressly excluded from the Collateral or excluded from the requirement that a Lien is perfected on such Property pursuant to the Security Documents) located in the United States acquired after the Closing Date by Parent, Holdings or any Loan Party of its Subsidiaries (other than (xw) any interests in real property and any Property described in paragraph (b) or paragraph (c) of this Section 6.8Section, (yx) any Property subject to a Lien expressly permitted by Section 7.3(g10.3(h), (y) any Property acquired by an Excluded Foreign Subsidiary and (z) Instrumentsany Property acquired after the date hereof to the extent that the creation of a security interest therein would be prohibited by a Contractual Obligation binding on Parent, Certificated SecuritiesHoldings or the Subsidiary that is the owner of such Property, Securities PROVIDED that such Contractual Obligation existed at the time such Property was acquired and Chattel Paper, which are referred to was not entered into in the last sentence anticipation of this paragraph (a)such acquisition) as to which the Administrative Agent Agent, for the benefit of the Secured Parties Lenders, does not have a perfected Lien, promptly (i) give notice of such Property to the Administrative Agent and execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent reasonably requests deems necessary or advisable to grant to the Administrative Agent Agent, for the benefit of the Secured Parties Lenders, a security interest in such Property and (ii) take all actions reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such Property (subject to Permitted Liens), including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent. (b) With respect to any fee interest in any Real Property having a value (together with improvements thereof) of at least $5,000,000 acquired after the Closing Date by Parent, 80 Holdings or any of its Subsidiaries (other than any such Real Property owned by an Excluded Foreign Subsidiary, Properties subject to the Spanish WB Acquisition, Properties subject to the Partnership Parks Agreements or Marine World Agreements or Properties subject to a Lien expressly permitted by Section 10.3(h), promptly (i) execute and deliver a first priority Mortgage (subject to Permitted Liens) in favor of the Administrative Agent, for the benefit of the Lenders, covering such Real Property, (ii) if requested by the Administrative Agent, provide the Lenders with (x) title and extended coverage insurance covering such Real Property in an amount at least equal to the purchase price of such Real Property (or such lesser amount as shall be reasonably specified by the Administrative Agent) as well as a current Survey thereof, together with a surveyor's certificate and (y) any consents or estoppels reasonably deemed necessary or advisable by the Administrative Agent in connection with such Mortgage, each of the foregoing in form and substance reasonably satisfactory to the Administrative Agent (PROVIDED, that Parent, Holdings and its Subsidiaries shall only be required to use commercially reasonable good faith efforts to obtain such consents and estoppels) and (iii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. (c) With respect to any new Subsidiary (other than an Excluded Foreign Subsidiary or an Inactive 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 or an Inactive Subsidiary), by Parent, 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 deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest (subject to Permitted Liens) in the Capital Stock of such new Subsidiary that is owned by Parent, Holdings or any of its Subsidiaries, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of Parent, Holdings or such Subsidiary, as the case may be, (iii) with respect to any such new Subsidiary which is a Subsidiary of Holdings or any of its Subsidiaries, cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement and (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties Lenders a perfected first priority security interest (subject to the extent required by the Security Documents and with the priority required by Section 4.17Permitted Liens) in such Property (the Collateral described in the Guarantee and Collateral Agreement with respect to Property of a type owned by a Loan Party as of the Closing Date to the extent the Administrative Agent for the benefit of the Secured Parties, has a perfected security interest in such Property as of the Closing Date)new Subsidiary, including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent, and (iv) if reasonably requested by the Administrative Agent. Any Instrument, Certificated Security (other than in respect of the Capital Stock of any Subsidiary), Security or Chattel Paper in excess of $500,000 shall be promptly delivered deliver to the Administrative Agent indorsed legal opinions relating to the matters described above, which opinions shall be in a manner form and substance, and from counsel, reasonably satisfactory to the Administrative Agent to be held as Collateral pursuant to the relevant Security DocumentAgent. (bd) With respect to any fee interest in any real property located in new Foreign Subsidiary (other than the United States having a value (together with improvements thereofjoint venture created pursuant to the Spanish WB Acquisition) of at least $2,000,000 created or acquired after the Closing Date by Parent, Holdings or any Loan Party of its Subsidiaries (other than any such real property subject to a Lien expressly permitted by Section 7.3(g)Excluded Foreign Subsidiaries), promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems necessary or advisable in order to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest (subject to Permitted Liens) in the Capital Stock of such new Subsidiary that is owned by Parent, Holdings or any of its Subsidiaries (other than any Excluded Foreign Subsidiaries), PROVIDED that in no event shall more than 65% of the total outstanding Capital Stock of any such new Excluded Foreign Subsidiary be required to be so pledged, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of Parent, 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, 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) In the event any Foreign Subsidiary of Holdings shall propose to become a Foreign Subsidiary Borrower, Holdings shall give notice of such acquisition fact to the Administrative Agent, including a summary of the Properties owned by such Foreign Subsidiary and its Subsidiaries; within 10 days after receipt of such information, the Administrative Agent shall provide such information to the Lenders; and if, within 10 days after such information is provided to the Lenders, Lenders whose Aggregate Exposure Percentages equal or exceed 25% shall so request by written notice to the Administrative Agent, the Administrative Agent shall so advise Holdings, and Holdings shall (i) promptly cause such Foreign Subsidiary and, if applicable, the Subsidiaries thereof, to create in favor of the Administrative Agent, as security for all obligations of such Foreign Subsidiary under this Agreement and the other Loan Documents, a security interest in substantially all of the Property of such Foreign Subsidiary and, if applicable, Subsidiaries thereof, except, in each case, with respect to Property as to which the Administrative Agent determines, in its reasonable discretion, that the cost or difficulty of obtaining a security interest therein would be disproportionate to the value of such security interest, (ii) cause each Subsidiary, if any, of such Foreign Subsidiary to provide guarantees to the Administrative Agent in respect of the obligations of such Foreign Subsidiary under this Agreement and the other Loan Documents and (iii) provide to the Administrative Agent and execute the Lenders such legal opinions with respect to such security interests and deliver a first priority Mortgage (subject to Liens permitted by Section 7.3) in favor of guarantees as the Administrative Agent for shall reasonably request. (f) Notwithstanding the benefit provisions of the Secured Partiesforegoing paragraphs (c) and (d), covering such real property (provided that no Mortgage neither Parent nor survey Holdings shall be obtained if required to create, or to cause their respective Subsidiaries to create, a security interest in the Administrative Agent determines in consultation with Capital Stock of any Subsidiary acquired after the Borrowers date hereof to the extent that the costs creation of obtaining such Mortgage a security interest would be prohibited by a Contractual Obligation binding on Parent, Holdings or survey are excessive the Subsidiary that is the owner of such Capital Stock; PROVIDED, that such Contractual Obligation either (i) was negotiated in relation to the value good faith in an arm's length transaction with a Person that is not an Affiliate of the security to be afforded thereby), Parent or Holdings or (ii) provide existed at the Lenders with (1) a lenders’ title insurance policy with extended coverage covering time such real property Subsidiary was acquired and was not entered into in an amount at least equal to the purchase price anticipation of such real property (or such other amount as shall be reasonably specified by the Administrative Agent) as well asacquisition.

Additional Collateral, etc. (a) With respect to any Property property (other than Vehicles, cash, Cash Equivalents and other assets expressly excluded from the Collateral or excluded from the requirement that a Lien is perfected on such Property pursuant to the Security Documents) located extent included in the United States definition of Collateral and not constituting Excluded Assets) acquired after the Closing Date by any Loan Party (other than (x) any interests in real property and any Property described in paragraph (b) of this Section 6.8or (c) below, and (y) any Property property subject to a Lien expressly permitted by Section 7.3(g) and (z) Instruments, Certificated Securities, Securities and Chattel Paper, which are referred to in the last sentence of this paragraph (a)) as to which the Administrative Agent Agent, for the ratable benefit of the Secured Parties Parties, does not have a perfected Lien, promptly (i) give notice of such Property execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement, or such other documents as the Administrative Agent may reasonably deem necessary or advisable to evidence that such Loan Party is a Guarantor and to grant to the Administrative Agent, for the ratable benefit of the Secured Parties, a security interest in such property and (ii) take all actions necessary or advisable in the opinion of the Administrative Agent to grant to the Administrative Agent, for the ratable benefit of the Secured Parties, a perfected first priority (except as expressly permitted by Section 7.3) security interest and Lien in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement, or by law or as may be requested by the Administrative Agent. (b) With respect to any new direct or indirect Domestic Subsidiary of the Borrower created or acquired after the Closing Date (including any such Domestic Subsidiary acquired pursuant to a Permitted Acquisition), 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 requests deems necessary or advisable to grant to the Administrative Agent Agent, for the ratable benefit of the Secured Parties Parties, a perfected first priority security interest and Lien in the Capital Stock of such Property and new Domestic Subsidiary that is owned directly or indirectly by the Borrower, (ii) deliver to the Administrative Agent such documents and instruments as may be reasonably required to grant, perfect, protect and ensure the priority of such security interest, including but not limited to, the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or any other applicable Loan Party, (iii) cause such new Domestic Subsidiary (A) to become a party to the Guarantee and Collateral Agreement as a Grantor and a Guarantor thereunder, (B) to take all such actions reasonably requested by 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 (to and Lien in the extent required by Collateral described in the Security Documents Guarantee and with the priority required by Section 4.17) in such Property (Collateral Agreement, with respect to Property of a type owned by a Loan Party as of the Closing Date to the extent the Administrative Agent for the benefit of the Secured Partiessuch new Domestic Subsidiary, has a perfected security interest in such Property as of the Closing Date), including, without limitation, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent. Any Instrument, Certificated Security (other than C) to become a Loan Party by executing a joinder agreement in respect of the Capital Stock of any Subsidiary), Security or Chattel Paper form and substance acceptable to Administrative Agent in excess of $500,000 shall be promptly delivered its reasonable discretion and (D) to deliver to the Administrative Agent indorsed a certificate of the secretary (or other equivalent officer) of such Domestic Subsidiary of the type described in a manner Section 5.1(c), in form reasonably satisfactory to the Administrative Agent to be held as Collateral pursuant Agent, with appropriate insertions and attachments, and (iv) if requested by the Administrative Agent, deliver to the relevant Security DocumentAdministrative Agent legal opinions addressing such matters as the Administrative Agent may reasonably specify, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, any Subsidiary created for the purpose of consummating an acquisition and that the Borrower plans to merge out of existence in connection with such acquisition shall not be required to comply with the foregoing clause (b) provided that such Subsidiary is actually merged out of existence in connection with such acquisition. (bc) With respect to any fee interest in new First Tier Foreign Subsidiary or any real property located in the United States having a value (together with improvements thereof) of at least $2,000,000 First Tier Foreign Subsidiary Holding Company, as applicable, 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 as the Administrative Agent reasonably deems necessary or advisable to grant to the 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 (other provided that in no event shall more than 66% of the total outstanding voting Capital Stock of any such real property new First Tier Foreign Subsidiary or First Tier Foreign Subsidiary Holding Company, as applicable, be required to be so pledged), (ii) deliver to the Administrative Agent the certificates representing such Capital Stock (if certificated), together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and take such other action (including, as applicable, the delivery of any Foreign Pledge Documents reasonably requested by the Administrative Agent for any Foreign Subsidiaries that contribute more than $1,500,000 in revenue) as may be necessary or, in the reasonable 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 $1,500,000 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. 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 Closing Date or (ii) an entity becomes a Loan Party if such entity owns Material Real Property at the time it becomes a Loan Party, cause such Material Real Property to be subject to a Lien expressly permitted by Section 7.3(g)), (i) give notice of such acquisition to the Administrative Agent and execute and deliver a first priority Mortgage (subject to Liens permitted by Section 7.3) in favor of the Administrative Agent for the benefit of the Secured PartiesParties and take, covering or cause the relevant Loan Party to take, such real property (provided that no Mortgage nor survey actions as shall be obtained if necessary or reasonably requested by the Administrative Agent determines to grant and perfect or record such Lien, in consultation each case to the extent required by, and subject to the limitations and exceptions of, the Loan Documents and to otherwise comply with the Borrowers that requirements of the costs of obtaining such Mortgage or survey are excessive in relation Loan Documents. Notwithstanding anything to the value 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 security to be afforded thereby), address of any such Material Real Property and (iiy) the Administrative Agent shall provide the Lenders with at least 30 days’ prior written notice of the address of such Material Real Property (1it 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). Notwithstanding the foregoing, the Administrative Agent shall not enter into any Mortgage in respect of any real property acquired by any Loan Party after the 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 lenders’ title insurance policy with extended coverage covering completed flood hazard determination from a third party vendor; (ii) if such real property is located in an amount at least equal a “special flood hazard area”, (A) a notification to the purchase price Borrower (or applicable Loan Party) of that fact and (if applicable) notification to the Borrower that flood insurance coverage is not available and (B) evidence of the receipt by the Borrower of such notice; and (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 (or such other amount as shall be reasonably specified by the Administrative Agent) as well asis located, evidence of required flood insurance.

Additional Collateral, etc. (a) With respect to any Property (other than Vehicles, cash, Cash Equivalents and other assets expressly excluded from the Collateral or excluded from the requirement that a Lien is perfected on such Property pursuant to the Security Documents) located in the United States property acquired after the Closing Date by any Loan Party Borrower (other than (x) any interests in real property and any Property described in paragraph (b) of this Section 6.8), (c), or (d), below, (y) any Property property subject to a Lien expressly permitted by Section 7.3(g8.3(l) or 8.3(o)) and (z) Instruments, Certificated Securities, Securities and Chattel Paper, which are referred to in the last sentence of this paragraph (a)property acquired by any Foreign Subsidiary) as to which the Administrative Agent Agent, for the benefit of the Secured Parties Lenders, does not have a perfected Lien, promptly (i) give notice of such Property to the Administrative Agent and execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent reasonably requests deems necessary or advisable to grant to the Administrative Agent Agent, for the benefit of the Secured Parties Lenders, a security interest in such Property property and (ii) take all actions reasonably requested by the Administrative Agent necessary or advisable to grant to the Administrative Agent Agent, for the benefit of the Secured Parties Lenders, a perfected security interest (to the extent required by the Security Documents and with the first 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 Administrative Agent for the benefit of the Secured Parties, has a perfected security interest in such Property as of the Closing Date)property, including, without limitation, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent. Any Instrument, Certificated Security Agent (other than except in respect the case of the Capital Stock of any SubsidiaryUK Borrowers, where no such financing statements will be required to filed), Security or Chattel Paper in excess of $500,000 shall be promptly delivered to the Administrative Agent indorsed in a manner reasonably satisfactory to the Administrative Agent to be held as Collateral pursuant to the relevant Security Document. (b) With respect to any fee interest in any real property located in the United States having new Subsidiary (other than a value Foreign Subsidiary (together with improvements thereofor a Domestic Subsidiary that is owned directly or indirectly by a Foreign Subsidiary) of at least $2,000,000 or a non-Wholly Owned Subsidiary) created or acquired after the Closing Date by TMP (which, for the purposes of this paragraph (b), shall include any Loan Party existing Subsidiary that ceases to be a Foreign Subsidiary or any non-Wholly Owned Subsidiary that provides a guarantee of any Indebtedness of TMP or any of its Subsidiaries (other than any such real property subject to a Lien expressly permitted by Section 7.3(g)the Loans) after the Closing Date), promptly (i) give notice of such acquisition execute and deliver to the Administrative Agent such amendments to the Guarantee and execute and deliver Collateral Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority Mortgage security interest in the Capital Stock of such new Subsidiary that is owned by TMP, (subject ii) deliver to Liens permitted the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by Section 7.3a duly authorized officer of TMP, (iii) in favor of cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Secured PartiesLenders a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary, covering including the filing of Uniform Commercial Code financing statements in such real property jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent and (C) to deliver to the Administrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit C, with appropriate insertions and attachments, and (iv) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. (c) With respect to any Domestic Subsidiary created or acquired after the Closing Date by TMP or by a Domestic Subsidiary that does not become a Subsidiary Guarantor pursuant to Section 7.9(b), promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by TMP, (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 TMP and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein, and (iii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. (d) With respect to any new Foreign Subsidiary created or acquired after the Closing Date by TMP or by a Domestic Subsidiary, promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is directly owned by TMP (provided that in no Mortgage nor survey event shall be obtained if the Administrative Agent determines in consultation with the Borrowers that the costs of obtaining such Mortgage or survey are excessive in relation to the value more than 65% of the security total outstanding Capital Stock of any such new Subsidiary be required to be afforded therebyso pledged), (ii) provide the Lenders with (1) a lenders’ title insurance policy with extended coverage covering such real property in an amount at least equal deliver to the purchase price Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of such real property (the relevant Borrower, or take such other amount action with respect to Pledged Stock of Foreign Subsidiaries necessary to perfect the first priority security interest of the Administrative Agent in such Pledged Stock, as shall the case may be, and take such other action as may be reasonably specified necessary or, in the reasonable opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein, and (iii) if requested by the Administrative Agent) as well as, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.

Additional Collateral, etc. (a) With respect to any Property (other than Vehicles, cash, Cash Equivalents and other assets expressly excluded from the Collateral or excluded from the requirement that a Lien is perfected on such Property pursuant to the Security Documents) located in the United States property acquired after the Closing Restatement Date by any Loan Party (other than (x) any interests in real property and any Property described in paragraph (b), (c) of this Section 6.8, or (d) below and (y) any Property property subject to a Lien expressly permitted by Section 7.3(g) and (z) Instruments, Certificated Securities, Securities and Chattel Paper, which are referred to in the last sentence of this paragraph (a)) as to which the Administrative Agent Collateral Agent, for the benefit of the Secured Parties Parties, does not have a perfected Lien, and subject always to the ability to comply with local laws, promptly upon such acquisition (i) give notice of such Property to the Administrative Agent and execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement Security Documents or such other documents as the Administrative Agent reasonably requests or the Collateral Agent deems necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties a security interest in such Property and (ii) take all actions reasonably requested by the Administrative Agent to grant to the Administrative 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 Administrative Agent Collateral Agent, for the benefit of the Secured Parties, has a perfected security interest in such Property as property and (ii) take all actions necessary or advisable to grant to the Collateral Agent, for the benefit of the Closing DateSecured Parties, a perfected first priority security interest in such property (subject to Liens on assets other than Capital Stock permitted under Section 7.3 and as otherwise permitted to not be so granted according to the terms of the Collateral Documents), including, without limitation, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement Security Documents or by law or as may be reasonably requested by the Administrative Agent. Any Instrument, Certificated Security (other than Agent or the Collateral Agent and the delivery of certificates and transfer powers in respect of any newly formed or acquired Subsidiary (or, in any such case, the Capital Stock of equivalent thereof required in any Subsidiaryother jurisdiction), Security or Chattel Paper in excess of $500,000 shall be promptly delivered to the Administrative Agent indorsed in a manner reasonably satisfactory to the Administrative Agent to be held as Collateral pursuant to the relevant Security Document. (b) With respect to any fee interest in any real property located in the United States having a value (together with improvements thereof) of at least $2,000,000 1,000,000 acquired after the Closing Restatement Date by any Loan Party (other than any such real property subject to a Lien expressly permitted by Section 7.3(g))) as to which the Collateral Agent, for the benefit of the Secured Parties, does not have a perfected Lien, and subject always to the ability to comply with local laws, promptly upon such acquisition (i) give notice of such acquisition to the Administrative Agent and execute and deliver a first priority Mortgage (subject to Liens permitted by Section 7.3) Mortgage, in favor of the Administrative Agent Collateral Agent, for the benefit of the Secured Parties, covering such real property (provided that no Mortgage nor survey shall be obtained if the Administrative Agent determines in consultation with the Borrowers that the costs of obtaining such Mortgage or survey are excessive in relation to the value of the security to be afforded thereby)property, (ii) if requested by the Administrative Agent or the Collateral Agent, provide the Lenders Secured Parties with (1x) a lenders’ title insurance policy with and extended coverage insurance covering such real property in an amount at least equal to the purchase price of such real property (or such other amount as shall be reasonably specified by the Administrative Agent or the Collateral Agent, as applicable) as well asas a current ALTA survey thereof in relation to United States real property, together with a surveyor’s certificate and (y) any consents or estoppels reasonably deemed necessary or advisable by the Administrative Agent or the Collateral Agent in connection with such Mortgage, each of the foregoing in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent and (iii) if requested by the Administrative Agent or the Collateral Agent, deliver to the Administrative Agent and the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent and the Collateral Agent. (c) With respect to any new Subsidiary (other than an Excluded Foreign Subsidiary) created or acquired after the Restatement Date by any Group Member (which, for the purposes of this paragraph (c), shall include any existing Subsidiary that ceases to be an Excluded Foreign Subsidiary), and subject always to the ability to comply with local laws (including as to financial assistance), promptly upon such creation or acquisition (or upon such Subsidiary ceasing to be an Excluded Subsidiary) (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Security Documents as the Administrative Agent or the Collateral Agent reasonably deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by any Loan Party, (ii) deliver to the Collateral Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, (iii) cause such new Subsidiary, if it satisfies the requirements set forth in the definition of “Subsidiary Guarantor”, (A) to become a party to (i) the Guarantee and Collateral Agreement (as a Guarantor and as a Grantor thereunder) or such further Security Documents, and (ii) if such entity is incorporated under the laws of England and Wales, the UK Supplemental Debenture, (B) to take such actions necessary or advisable to grant to the Collateral Agent for the benefit of the Secured Parties a perfected first priority security interest in the Collateral described in the relevant Security Documents of such new Subsidiary, including the filing of Uniform Commercial Code financing statements (or the equivalent thereof in any other applicable jurisdiction) in such jurisdictions as may be required by the Security Documents or by law or as may be reasonably requested by the Administrative Agent or the Collateral Agent and (C) to deliver to the Administrative Agent and the Collateral Agent a certificate of such Subsidiary, substantially in the form of Exhibit H, with appropriate insertions and attachments, (iv) if requested by the Administrative Agent or the Collateral Agent, deliver to the Administrative Agent and the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent and the Collateral Agent and (v) (if applicable) delivery to the Administrative Agent and the Collateral Agent of any such documents as may be required in compliance with relevant financial assistance laws (each satisfactory to the Administrative Agent and the Collateral Agent). (d) With respect to any new Excluded Foreign Subsidiary created or acquired after the Restatement Date by any Loan Party, promptly upon such creation or acquisition (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement (or such other Security Documents) as the Administrative Agent or the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by any such Loan Party (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Excluded Foreign Subsidiary be required to be so pledged), (ii) deliver to the Collateral Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, as the case may be, and take such other action as may be necessary or, in the opinion of the Administrative Agent or the Collateral Agent, desirable to perfect the Collateral Agent’s security interest therein, and (iii) if requested by the Administrative Agent or the Collateral Agent, deliver to the Administrative Agent and the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent and the Collateral Agent. (e) In the event that any Group Member is prevented from complying with its obligations under this Section 6.10 or elsewhere in this Article 6 as a result of any local laws (including as to financial assistance), then each Loan Party will use all reasonable efforts to overcome the relevant legal prohibition (and, in the case of a financial assistance or similar prohibition, will procure that the relevant Group Member will undertake all whitewash or similar procedures which are possible, whether under the Companies ▇▇▇ ▇▇▇▇ of England and Wales or otherwise) to enable the relevant obligation to be complied with as soon as is reasonably practicable.

Additional Collateral, etc. (a) With respect to any Property (other than Vehicles, cash, Cash Equivalents and other assets expressly excluded from the Collateral or excluded from the requirement that a Lien is perfected on such Property pursuant to the Security Documents) located in the United States property acquired after the Closing Date by the Borrower or any Loan Party (other than (x) any interests in real property and any Property described in paragraph (b) of this Section 6.8, (y) any Property subject to a Lien expressly permitted by Section 7.3(g) and (z) Instruments, Certificated Securities, Securities and Chattel Paper, which are referred to in the last sentence of this paragraph (a)) Subsidiary Guarantor as to which the Administrative Agent Agent, for the benefit of the Secured Parties Lenders, does not have a perfected LienLien (except as expressly set forth in the applicable Security Document), promptly (i) give notice of such Property to the Administrative Agent and execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent reasonably requests deems necessary or advisable to grant to the Administrative Agent Agent, for the benefit of the Secured Parties Lenders, a security interest in such Property property and (ii) take all actions reasonably requested by the Administrative Agent necessary or advisable to grant to the Administrative Agent Agent, for the benefit of the Secured Parties Lenders, a (except as expressly set forth in the applicable Security Document) perfected security interest (to the extent required by the Security Documents and with the first 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 Administrative Agent for the benefit of the Secured Parties, has a perfected security interest in such Property as of the Closing Date)property, including, without limitation, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent. Any Instrument, Certificated Security (other than in respect of the Capital Stock of any Subsidiary), Security or Chattel Paper in excess of $500,000 shall be promptly delivered to the Administrative Agent indorsed in a manner reasonably satisfactory to the Administrative Agent to be held as Collateral pursuant to the relevant Security Document. (b) With respect to any fee interest in any real property located in the United States having a value (together with improvements thereof) of at least $2,000,000 3,000,000 acquired after the Closing Date by the Borrower or any Loan Party (other than any such real property subject to a Lien expressly permitted by Section 7.3(g)), Subsidiary Guarantor promptly (i) give notice of such acquisition to the Administrative Agent and execute execute, acknowledge and deliver a first priority Mortgage (subject to Liens permitted by Section 7.3) in favor of the Administrative Agent Agent, for the benefit of the Secured PartiesLenders, 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 (provided that no Mortgage nor survey shall be obtained if the Administrative Agent determines in consultation with the Borrowers that the costs of obtaining such Mortgage or survey are excessive in relation to the value of the security to be afforded thereby)property, (ii) if requested by the Administrative Agent, provide the Lenders with (1x) a lenders’ title insurance policy with and extended coverage insurance covering such real property in an amount at least equal to the purchase price of such real property 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 other amount as shall be Mortgage, each of the foregoing in form and substance reasonably specified satisfactory to the Administrative Agent and (iii) if reasonably requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. (c) With respect to any new Subsidiary (other than a Foreign Subsidiary) created or acquired after the Closing Date by any Group Member (which, for the purposes of this paragraph (c), shall include any existing Subsidiary that ceases to be a Foreign Subsidiary or an Immaterial Subsidiary), promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as well asthe Administrative Agent reasonably deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by any Group Member, (ii) 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, (iii) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, (B) to take such actions reasonably necessary or reasonably advisable to grant to the Administrative Agent for the benefit of the Lenders a (to the extent provided in the Guarantee and Collateral Agreement) perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent and (C) to deliver to the Administrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit C, with appropriate insertions and attachments, and (iv) if requested by the Administrative Agent, deliver to the Administrative Agent 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 Borrower will not issue or sell any of its Capital Stock (i) to any Person other than Holdings, (ii) unless such Capital Stock is issued subject to the security interest granted by the Guarantee and Collateral Agreement or (iii) in any form except as a certificated security delivered at or substantially concurrent with issuance to the Administrative Agent and pledged pursuant to the Guarantee and Collateral Agreement. (e) With respect to any new Foreign Subsidiary created or acquired after the Closing Date by any Group Member (other than by any Group Member that is a Foreign Subsidiary), promptly (i) execute and deliver to the Administrative Agent such amendments or supplements to the Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a (except as expressly set forth in the Guarantee and Collateral Agreement) perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by any such Group Member (provided that in no event shall more than 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, 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 (iii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.

Additional Collateral, etc. (a) With respect to any Property (other than Vehicles, cash, Cash Equivalents and other assets expressly excluded from the Collateral or excluded from the requirement that a Lien is perfected on such Property pursuant to the Security Documents) located in the United States property acquired after the Closing Restatement Effective Date by DW Animation or any Loan Party (other than (w) any property that would have been excluded from the definition of “Collateral” as set forth in Section 3 of the Guarantee and Collateral Agreement if such property had been owned by DW Animation or any Grantor (as defined in the Guarantee and Collateral Agreement) prior to the Restatement Effective Date, (x) any interests in real property and any Property described in paragraph (bc) of this Section 6.8or (d) below, (y) any Property fee interest in any real property and (z) any property subject to a Lien expressly permitted by Section 7.3(g) and (z) Instruments, Certificated Securities, Securities and Chattel Paper, which are referred to in the last sentence of this paragraph (a7.2(g)) as to which the Administrative Agent Agent, for the benefit of the Secured Parties Lenders, does not have a perfected Lien, promptly (i) give notice of such Property to the Administrative Agent and execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems reasonably requests necessary or advisable to grant to the Administrative Agent Agent, for the benefit of the Secured Parties Lenders, a security interest in such Property property and (ii) take all actions reasonably requested by the Administrative Agent necessary or advisable to grant to the Administrative Agent Agent, for the benefit of the Secured Parties Lenders, a perfected security interest (to the extent required by the Security Documents and with the first 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 Administrative Agent for the benefit of the Secured Parties, has a perfected security interest in such Property as property (subject only to (x) in the case of the Closing Dateproperty consisting of Capital Stock, Permitted Collateral Liens and (y) with respect to property other than Capital Stock, Liens permitted under Section 7.2), including, without limitation, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent. Any Instrument, Certificated Security (other than in respect of the Capital Stock of any Subsidiary), Security or Chattel Paper in excess of $500,000 shall be promptly delivered to the Administrative Agent indorsed in a manner reasonably satisfactory to the Administrative Agent to be held as Collateral pursuant to the relevant Security Document. (b) [Reserved]. (c) With respect to any fee interest in any real property located in the United States having new Subsidiary (other than a value Foreign Subsidiary or (together except with improvements thereofrespect to clauses (i) of at least $2,000,000 and (ii) below) an Excluded Subsidiary) created or acquired after the Closing Restatement Effective Date by DW Animation or its Subsidiaries (which for purposes of this paragraph (c) shall include any Loan Party (other than any such real property subject existing Subsidiary that ceases to be a Lien expressly permitted by Section 7.3(g)Foreign Subsidiary or an Excluded Subsidiary), promptly (i) give notice of such acquisition execute and deliver to the Administrative Agent such amendments to the Guarantee and execute and deliver Collateral Agreement as the Administrative Agent deems reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority Mortgage security interest in the Capital Stock of such new Subsidiary (including any Excluded Subsidiary) that is owned by a Loan Party (subject only to Liens permitted Permitted Collateral Liens), (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by Section 7.3a duly authorized officer of the relevant Loan Party, and take such other action as may be necessary or, in the reasonable opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein, (iii) in favor of cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Secured PartiesLenders a first priority perfected security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary, covering including the filing of Uniform Commercial Code financing statements in such real property 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 (C) to deliver to the Administrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit B, with appropriate insertions and attachments, and (iv) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. (d) With respect to any new Foreign Subsidiary created or acquired after the Restatement Effective Date by any Loan Party, promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent deems reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new Foreign Subsidiary that is owned by any such Loan Party (provided that in no Mortgage nor survey event shall be obtained if the Administrative Agent determines in consultation with the Borrowers that the costs of obtaining such Mortgage or survey are excessive in relation to the value more than 66% of the security total issued and outstanding voting Capital Stock of any such new Foreign Subsidiary be required to be afforded therebyso pledged), (ii) provide the Lenders with (1) a lenders’ title insurance policy with extended coverage covering such real property in an amount at least equal deliver to the purchase price Administrative Agent the certificates representing the Capital Stock, if any, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of such real property (or the relevant Loan Party, and take such other amount action as shall may be reasonably specified necessary or, in the opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein, and (iii) if requested by the Administrative Agent) as well as, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.

Additional Collateral, etc. (a) With respect to any Property (other than Vehicles, cash, Cash Equivalents and other assets expressly excluded from the Collateral or excluded from the requirement that a Lien is perfected on such Property pursuant to the Security Documents) located in the United States property acquired after the Closing Date by any Loan Party (other than (xv) any interests in real property, (w) any property and any Property described in paragraph (bc) of this Section 6.8or (d) below, (yx) any Property property subject to a Lien expressly permitted by Section 7.3(g), (y) so long as the Term Loan Obligations Payment Date has not occurred, any Term Loan Priority Collateral as to which the Term Loan Representative determines, in its reasonable discretion and in consultation with the Borrower, that the cost of obtaining a security interest therein is excessive in relation to the value of the security to be afforded thereby) and (z) Instruments, Certificated Securities, Securities and Chattel Paper, which are referred to in the last sentence of this paragraph any property (a)other than Term Loan Priority Collateral) as to which the Administrative Agent determines, in its reasonable discretion and in consultation with the Borrower, that the cost of obtaining a security interest therein is excessive in relation to the value of the security to be afforded thereby) as to which the Administrative Agent, for the benefit of the Secured Parties Parties, does not have a perfected Lien, promptly (i) give notice of such Property to the Administrative Agent and 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 reasonably requests advisable to grant to the Administrative Agent for the benefit of the Secured Parties a security interest in such Property and (ii) take all actions reasonably requested by the Administrative Agent to grant to the Administrative 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 Administrative Agent Agent, for the benefit of the Secured Parties, has a security interest in such property and (ii) take all actions necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected security interest in such Property as of property with the Closing Date)priority required by the Intercreditor Agreement, including, without limitation, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent. Any Instrument, Certificated Security (other than in respect of the Capital Stock of any Subsidiary), Security or Chattel Paper in excess of $500,000 shall be promptly delivered to the Administrative Agent indorsed in a manner reasonably satisfactory to the Administrative Agent to be held as Collateral pursuant to the relevant Security Document. (b) [Reserved]. (c) With respect to any fee interest in new Domestic Subsidiary (other than any real property located in the United States having a value (together with improvements thereofExcluded Subsidiary) of at least $2,000,000 created or acquired after the Closing Date by any Loan Party (other than any such real property subject to a Lien expressly permitted by Section 7.3(g)which, for the purposes of this paragraph (c), shall include any (1) existing Subsidiary that becomes a Domestic Subsidiary that is not an Excluded Subsidiary and (2) any existing Domestic Subsidiary that ceases to be an Excluded Subsidiary) within forty-five (45) days after the creation or acquisition of such new Domestic Subsidiary (or such later date as the Administrative Agent shall agree to in its sole discretion) (i) give notice of such acquisition execute and deliver to the Administrative Agent such amendments to the Guarantee and execute and deliver Collateral Agreement as the Administrative Agent deems necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a first perfected security interest with the priority Mortgage required by the Intercreditor Agreement in the Capital Stock of such new Subsidiary that is owned by any Loan Party, (ii) subject to Liens permitted the Intercreditor Agreement, deliver to the Administrative Agent the certificates (if any) representing such Capital Stock, together with undated endorsements, in blank, executed and delivered by Section 7.3a duly authorized officer of the relevant Loan Party, (iii) in favor of cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, (B) to take such actions necessary or reasonably advisable to grant to the Administrative Agent for the benefit of the Secured Parties a perfected security interest with the priority required by the Intercreditor Agreement in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent and (C) subject to the Intercreditor Agreement, to deliver to the Administrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit C-2, with appropriate insertions and attachments, and (iv) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. (d) With respect to any new CFC Holding Company or Foreign Subsidiary created or acquired after the Closing Date by any Loan Party (which, for the purposes of this paragraph (d), shall include any existing Subsidiary that becomes a CFC Holding Company or a Foreign Subsidiary), within sixty (60) days after the creation or acquisition of such new CFC Holding Company or Foreign Subsidiary (or such later date as the Administrative Agent shall agree to in its sole discretion) (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent deems necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, covering a perfected security interest with the priority required by the Intercreditor Agreement in the Capital Stock of such real property CFC Holding Company or Foreign Subsidiary that is owned by any such Loan Party (provided that in no Mortgage nor survey event shall be obtained if the Administrative Agent determines in consultation with the Borrowers that the costs of obtaining such Mortgage or survey are excessive in relation to the value more than 65% of the security total outstanding voting Capital Stock of any such CFC Holding Company or Foreign Subsidiary be required to be afforded therebyso pledged), (ii) provide the Lenders with (1) a lenders’ title insurance policy with extended coverage covering such real property in an amount at least equal subject to the purchase price Intercreditor Agreement, deliver to the Administrative Agent the certificates representing such pledged Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of such real property (or the relevant Loan Party and take such other amount action as shall be the Administrative Agent deems necessary or reasonably specified by advisable to perfect the Administrative Agent’s security interest therein. (e) as well asNotwithstanding anything to the contrary in this Agreement or any other Loan Document, no Loan Document shall grant the Secured Parties a security interest in any fee-owned or leased real property.