Common use of Additional Collateral, etc Clause in Contracts

Additional Collateral, etc. (a) With respect to any new Subsidiary (other than an Excluded Foreign Subsidiary or an Excluded Subsidiary) created or acquired after the Closing Date by any Group Member (which, for the purposes of this paragraph (a), shall include any existing Subsidiary that ceases to be an Excluded Foreign Subsidiary or an Excluded 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 owned by any Group Member, (ii) deliver to the Administrative Agent any certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Group Member, (iii) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent and (C) to deliver to the Administrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit C, with appropriate insertions and attachments, and (iv) if 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. (b) Upon the addition of any new Real Property as a Borrowing Base Property after the Closing Date, the Borrower shall deliver to the Administrative Agent (a) a certificate of a Responsible Officer certifying that such Real Property satisfies the eligibility criteria set forth in the definition of “Borrowing Base Property”, certifying as to compliance with the financial covenants on a pro-forma basis after giving effect to the addition of such Real Property as a Borrowing Base Property, which certificate shall include calculations in reasonable detail demonstrating such compliance, including as to the calculation of Borrowing Base Value, and certifying that the representations and warranties regarding the Collateral set forth in Article 4 remain true and correct after giving effect to the addition of such Borrowing Base Property, (b) an updated schedule of all Borrowing Base Properties and (c) a copy of the lease for such Real Property, a lease abstract for such Real Property, an operating statement for such Real Property, in each case certified by an officer of the Borrower as being true and correct, and such other information regarding such Real Property as the Agents may reasonably request. From and after the date of delivery of such certificate, schedule and information and so long as such Real Property continues to satisfy the eligibility criteria set forth in the definition of “Borrowing Base Property”, such Real Property shall be treated as a Borrowing Base Property hereunder. (c) Upon the inclusion of any new Mortgage Note in the computation of Borrowing Base Value, the Borrower shall (i) deliver to the Administrative Agent such Mortgage Note, together with an allonge assigning such Mortgage Note, in blank, executed by a duly authorized officer of the relevant Group Member, (ii) an assignment of the mortgage securing such Mortgage Note, in blank, executed by a duly authorized officer of the relevant Group Member and (iii) an updated schedule of all Mortgage Notes included in the computation of Borrowing Base Value. (d) The Borrower will, and will cause each of its Subsidiaries to, cooperate with the Lenders and the Administrative Agent and execute such further instruments and documents as the Lenders or the Administrative Agent shall reasonably request to carry out to their satisfaction the transactions contemplated by this Agreement and the other Loan Documents

Additional Collateral, etc. (a) With respect to any new Subsidiary (other than an Excluded Foreign Subsidiary or an Excluded Subsidiary) created or personal property acquired after the Closing Date directly by the Borrower (other than any Group Member Excluded Assets and other than any property described in clause (whichb) below) as to which the Collateral Trustee, for the purposes of this paragraph (a)benefit of, among others, the Lenders, does not have a perfected Lien, the Borrower shall include any existing Subsidiary that ceases to be an Excluded Foreign Subsidiary or an Excluded Subsidiary), promptly (i) 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 deems necessary or advisable to grant to the Administrative AgentCollateral Trustee, for the benefit of of, among others, the Lenders, a security interest in such property and (ii) take all actions 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 such new Subsidiary that is owned by any Group Member, (ii) deliver to the Administrative Agent any certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Group Member, (iii) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiaryproperty, 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 Agent. (b) With respect to any new direct Subsidiary (other than a Subsidiary that is an Excluded Asset) created or acquired after the Closing Date by the Borrower, the Borrower shall promptly (i) execute and (C) to deliver to 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 certificate perfected first priority security interest in the capital stock of such new Subsidiary, substantially (ii) deliver to the Collateral Trustee the certificates representing such capital stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the form of Exhibit C, with appropriate insertions and attachmentsBorrower, and (iviii) if reasonably requested by the Administrative Agent, deliver to the Administrative 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 satisfactory to the Administrative Agent. (b) Upon the addition of any new Real Property as a Borrowing Base Property after the Closing Date, the Borrower shall deliver to the Administrative Agent (a) a certificate of a Responsible Officer certifying that such Real Property satisfies the eligibility criteria set forth in the definition of “Borrowing Base Property”, certifying as to compliance with the financial covenants on a pro-forma basis after giving effect to the addition of such Real Property as a Borrowing Base Property, which certificate shall include calculations in reasonable detail demonstrating such compliance, including as to the calculation of Borrowing Base Value, and certifying that the representations and warranties regarding the Collateral set forth in Article 4 remain true and correct after giving effect to the addition of such Borrowing Base Property, (b) an updated schedule of all Borrowing Base Properties and (c) a copy of the lease for such Real Property, a lease abstract for such Real Property, an operating statement for such Real Property, in each case certified by an officer of the Borrower as being true and correct, and such other information regarding such Real Property as the Agents may reasonably request. From and after the date of delivery of such certificate, schedule and information and so long as such Real Property continues to satisfy the eligibility criteria set forth in the definition of “Borrowing Base Property”, such Real Property shall be treated as a Borrowing Base Property hereunder. (c) Upon the inclusion of any new Mortgage Note in the computation of Borrowing Base Value, the Borrower shall (i) deliver to the Administrative Agent such Mortgage Note, together with an allonge assigning such Mortgage Note, in blank, executed by a duly authorized officer of the relevant Group Member, (ii) an assignment of the mortgage securing such Mortgage Note, in blank, executed by a duly authorized officer of the relevant Group Member and (iii) an updated schedule of all Mortgage Notes included in the computation of Borrowing Base Value. (d) The Borrower will, and will cause each of its Subsidiaries to, cooperate with the Lenders and the Administrative Agent and execute such further instruments and documents as the Lenders or the Administrative Agent shall reasonably request to carry out to their satisfaction the transactions contemplated by this Agreement and the other Loan Documents

Additional Collateral, etc. (a) With respect to any new Subsidiary (other than an Excluded Foreign Subsidiary or an Excluded Subsidiary) created or acquired after the Closing Effective Date by the Borrower or any Group Member (which, for the purposes of this paragraph (a), shall include any existing Subsidiary that ceases to be an Excluded Foreign Subsidiary or an Excluded Subsidiary)its Subsidiaries, promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable in order to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is which are owned by the Borrower or any Group Memberof its Subsidiaries and required to be pledged pursuant to the Guarantee and Collateral Agreement, (ii) deliver to the Administrative Agent any the certificates representing such Capital Stock, together with undated stock powers, powers endorsed in blank, blank executed and delivered by a duly authorized officer Responsible Officer of the relevant Group MemberBorrower or such Subsidiary, as the case may be, (iii) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, Agreement and (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected first priority security interest in the Collateral collateral described in the Guarantee and Collateral Agreement with respect to such new SubsidiarySubsidiary as contemplated by the Guarantee and Collateral Agreement, 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 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 opinion shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent, provided that notwithstanding the foregoing, (i) only 65% of the voting Capital Stock of any direct foreign Subsidiary of the Borrower or any domestic Subsidiary need be pledged under this clause (a), (ii) no voting Capital Stock of any foreign Subsidiary other than a direct foreign Subsidiary of the Borrower or 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 required to pledge any of its assets hereunder or under any other Loan Document. (b) Upon the addition of Promptly, but in any new Real Property as a Borrowing Base Property event not later than 60 Business Days after the Closing Effective Date, the Borrower shall execute and deliver to the Administrative Agent a Mortgage reasonably satisfactory to the Administrative Agent in respect of each Mortgaged Property; and, promptly, but in any event not later than 60 Business Days after the Administrative Agent or the Required Lenders, as applicable, shall have made a request contemplated by subsection 10.17, provide to the Administrative Agent in respect of each Mortgaged Property (ai) a certificate 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 the aggregate principal amount of the Term Loans and Revolving Credit Commitments and Incremental Revolving Loan Amounts); (B) insure that the Mortgage insured thereby creates a Responsible Officer certifying that valid first Lien on such Real Mortgaged Property satisfies free and clear of all defects and encumbrances, except as disclosed therein or otherwise permitted by subsection 7.3; (C) name the eligibility criteria set forth Administrative Agent for the benefit of the Lenders as the insured thereunder; (D) be in the definition form of “Borrowing Base Property”, certifying as to compliance with the financial covenants on a pro-forma basis after giving effect ALTA Loan Policy - 1992 (or equivalent policies) to the addition of extent available in the applicable jurisdictions; (E) contain such Real Property endorsements and affirmative coverage as a Borrowing Base Property, which certificate shall include calculations in reasonable detail demonstrating such compliance, including as the Administrative Agent may reasonably request to the calculation 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 Borrowing Base Valuethe 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 certifying that the representations and warranties regarding the Collateral set forth in Article 4 remain true and correct after giving effect to the addition of such Borrowing Base Propertyall related expenses, (b) an updated schedule of all Borrowing Base Properties and (c) a copy of the lease for such Real Propertyif any, a lease abstract for such Real Property, an operating statement for such Real Property, in each case certified by an officer of the Borrower as being true and correct, and such other information regarding such Real Property as the Agents may reasonably request. From and after the date of delivery of such certificate, schedule and information and so long as such Real Property continues to satisfy the eligibility criteria set forth in the definition of “Borrowing Base Property”, such Real Property shall be treated as a Borrowing Base Property hereunderhave been paid or duly provided for. (c) Upon the inclusion request of any new Mortgage Note in the computation Administrative Agent, to the extent permitted by applicable Requirements of Borrowing Base ValueLaw at the time of such request, the Borrower shall (i) deliver grant or cause its Subsidiaries to grant, to the Administrative Agent such Mortgage NoteAgent, together with an allonge assigning such Mortgage Note, in blank, executed by a duly authorized officer of the relevant Group Member, (ii) an assignment of the mortgage securing such Mortgage Note, in blank, executed by a duly authorized officer of the relevant Group Member and (iii) an updated schedule of all Mortgage Notes included direct security interest in the computation Station Licenses within 30 days after receipt of Borrowing Base Valuesuch 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) The 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 willto be transferred to a related License Subsidiary or, and will cause each at the election of its Subsidiaries to, cooperate with the Lenders and the Administrative Agent and execute or if there is no License Subsidiary related to such further instruments and documents as the Lenders Station, another Subsidiary that has no other assets or the Administrative Agent shall reasonably request to carry out to their satisfaction the transactions contemplated by this Agreement and the other Loan Documentsliabilities.

Additional Collateral, etc. 5.10.1. To the extent the Borrower or any Guarantor is required to ▇▇▇▇▇ ▇ ▇▇▇▇ on any of its property or its assets in order to secure the Obligations pursuant to clause (ai) With respect to of Section 6.6, the Borrower shall, and shall cause any new Subsidiary (other than an Excluded Foreign Subsidiary or an Excluded Subsidiary) created or acquired after such Guarantor to, at the Closing Date by any Group Member (which, for the purposes of this paragraph (a), shall include any existing Subsidiary that ceases to be an Excluded Foreign Subsidiary or an Excluded Subsidiary)Borrower’s sole cost and expense, promptly (i) execute and deliver to in any event simultaneously with the Administrative Agent grant of any such amendments to the Guarantee and Collateral Agreement Initial Lien (or such longer period as the Administrative Agent deems may agree in writing)), (i) take such actions necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest with the priority required by Section 6.6 (subject to Liens permitted pursuant to Section 6.6) in the Capital Stock of such new Subsidiary that is owned by any Group Member, (ii) deliver property or assets subject to the Administrative Agent any certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Group Member, (iii) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiaryapplicable Initial Lien, 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 and Agent, (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 (ivii) 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. Agent and (biii) Upon the addition of if any new Real Property as Aviation Assets, other than Specified Collateral, are subject to such Initial Lien, deliver a Borrowing Base Property after the Closing Date, the Borrower shall deliver customary intercreditor agreement that is reasonably acceptable to the Administrative Agent (a) a certificate and the Borrower, between the Administrative Agent and the collateral agent or other representative of a Responsible Officer certifying holders of Indebtedness secured by such Initial Lien, and which shall provide that the Initial Lien on such Real Property satisfies the eligibility criteria set forth Aviation Assets, other than Specified Collateral, shall rank junior in the definition of “Borrowing Base Property”, certifying as to compliance with the financial covenants on a pro-forma basis after giving effect priority to the addition of Liens on such Real Property as a Borrowing Base PropertyAviation Assets, which certificate shall include calculations in reasonable detail demonstrating such complianceother than Specified Collateral, including as to the calculation of Borrowing Base Value, and certifying that the representations and warranties regarding the Collateral set forth in Article 4 remain true and correct after giving effect to the addition of such Borrowing Base Property, (b) an updated schedule of all Borrowing Base Properties and (c) a copy of the lease for such Real Property, a lease abstract for such Real Property, an operating statement for such Real Property, in each case certified by an officer of the Borrower as being true and correct, and such other information regarding such Real Property as the Agents may reasonably request. From and after the date of delivery of such certificate, schedule and information and so long as such Real Property continues to satisfy the eligibility criteria set forth in the definition of “Borrowing Base Property”, such Real Property shall be treated as a Borrowing Base Property hereunder. (c) Upon the inclusion of any new Mortgage Note in the computation of Borrowing Base Value, the Borrower shall (i) deliver granted to the Administrative Agent such Mortgage Notein order to secure the Obligations. For the avoidance of doubt, together with an allonge assigning such Mortgage Notethe restrictions in this Section 5.10 shall not apply to Liens on Bridge Collateral securing the Bridge Indebtedness. 5.10.2. For the avoidance of doubt, in blankaddition to any additional Collateral resulting from clause (a) above, executed the Collateral shall include any property of a Grantor upon which a Lien is purported to be created by a duly authorized officer of the relevant Group Member, any Security Document (ii) an assignment of the mortgage securing such Mortgage Note, in blank, executed by a duly authorized officer of the relevant Group Member and (iii) an updated schedule of all Mortgage Notes included in the computation of Borrowing Base Valueincluding any Pledge Agreement). (d) The Borrower will, and will cause each of its Subsidiaries to, cooperate with the Lenders and the Administrative Agent and execute such further instruments and documents as the Lenders or the Administrative Agent shall reasonably request to carry out to their satisfaction the transactions contemplated by this Agreement and the other Loan Documents

Additional Collateral, etc. (a) With respect to any Property --------------------------- acquired after the Closing Date by Holdings, the Borrower or any of its Subsidiaries (other than (x) any Property described in paragraph (b) or paragraph (c) of this Section, (y) any Property subject to a Lien expressly permitted by Section 7.3(g) and (z) Property acquired by an Excluded Foreign Subsidiary) as to which the Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien, 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 to grant to the Administrative 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 Administrative Agent, for the benefit of the Lenders, 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 Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent. (b) With respect to any fee or leasehold interest in any real property or fixtures acquired after the Closing Date by Holdings, the Borrower or any of its Subsidiaries, promptly (i) execute and deliver a first priority Mortgage in favor of the Administrative Agent, for the benefit of the Lenders, covering such real property, if and to the extent required in order to cause the Mortgage Requirement to continue to be satisfied, (ii) if requested by the Administrative Agent, provide the Lenders with 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. (c) With respect to any new Subsidiary (other than an Excluded Foreign Subsidiary or an Excluded Subsidiary) created or acquired after the Closing Date by any Group Member (which, for the purposes of this paragraph (a)paragraph, shall include any existing Subsidiary that ceases to be an Excluded Foreign Subsidiary or an Excluded Subsidiary), by Holdings, the Borrower or any of its Subsidiaries, promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by Holdings, the Borrower or any Group Memberof its Subsidiaries, (ii) deliver to the Administrative Agent any the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of Holdings, the relevant Group MemberBorrower or such Subsidiary, as the case may be, (iii) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, Agreement and (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary, 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 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 attachmentsAgent, 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. (bd) Upon the addition of With respect to any new Real Property as a Borrowing Base Property Excluded Foreign Subsidiary created or acquired after the Closing DateDate by Holdings, the Borrower shall or any of its Subsidiaries, promptly (i) execute and deliver to the Administrative Agent (a) such amendments to the Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable in order to grant to the Administrative Agent, for the benefit of the Lenders, a certificate of a Responsible Officer certifying that such Real Property satisfies the eligibility criteria set forth perfected first priority security interest in the definition of “Borrowing Base Property”, certifying as to compliance with the financial covenants on a pro-forma basis after giving effect to the addition Capital Stock of such Real Property as a Borrowing Base Property, which certificate shall include calculations in reasonable detail demonstrating such compliance, including as to the calculation of Borrowing Base Value, and certifying new Subsidiary that the representations and warranties regarding the Collateral set forth in Article 4 remain true and correct after giving effect to the addition of such Borrowing Base Property, (b) an updated schedule of all Borrowing Base Properties and (c) a copy of the lease for such Real Property, a lease abstract for such Real Property, an operating statement for such Real Property, in each case certified is owned by an officer of the Borrower as being true and correct, and such other information regarding such Real Property as the Agents may reasonably request. From and after the date of delivery of such certificate, schedule and information and so long as such Real Property continues to satisfy the eligibility criteria set forth in the definition of “Borrowing Base Property”, such Real Property shall be treated as a Borrowing Base Property hereunder. (c) Upon the inclusion of any new Mortgage Note in the computation of Borrowing Base ValueHoldings, the Borrower or any of its 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), (iii) deliver to the Administrative Agent the certificates representing such Mortgage NoteCapital Stock, together with an allonge assigning such Mortgage Noteundated stock powers, in blank, executed and delivered by a duly authorized officer of Holdings, the relevant Group MemberBorrower or such Subsidiary, (ii) an assignment as the case may be, and take such other action as may be necessary or, in the opinion of the mortgage securing such Mortgage NoteAdministrative Agent, in blank, executed by a duly authorized officer desirable to perfect the Lien of the relevant Group Member Administrative Agent thereon, and (iii) an updated schedule of all Mortgage Notes included in if requested by the computation of Borrowing Base Value. (d) The Borrower willAdministrative Agent, and will cause each of its Subsidiaries to, cooperate with the Lenders and deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and execute such further instruments substance, and documents as the Lenders or from counsel, reasonably satisfactory to the Administrative Agent shall reasonably request to carry out to their satisfaction the transactions contemplated by this Agreement and the other Loan DocumentsAgent.

Additional Collateral, etc. (a) With respect to any new Subsidiary property (to the extent included in the definition of Collateral and not constituting Excluded Assets) acquired after the Closing Date by any Loan Party (other than an Excluded Foreign (x) any property described in paragraph (b) or (c) below, and (y) any property subject to a Lien expressly permitted by Section 7.3(g)) as to which the Administrative Agent, for the ratable benefit of the Secured Parties, does not have a perfected Lien, 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 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 or an Excluded Subsidiary) of the Borrower created or acquired after the Closing Date by (including any Group Member (which, for the purposes of this paragraph (a), shall include any existing such Domestic Subsidiary that ceases acquired pursuant to be an Excluded Foreign Subsidiary or an Excluded Subsidiarya Permitted Acquisition), 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 LendersSecured Parties, a perfected first priority security interest and Lien in the Capital Stock of such new Domestic Subsidiary that is owned directly or indirectly by any Group Memberthe Borrower, (ii) deliver to the Administrative Agent any 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 relevant Group MemberBorrower or any other applicable Loan Party, (iii) cause such new Domestic Subsidiary (A) to become a party to the Guarantee and Collateral AgreementAgreement as a Grantor and a Guarantor thereunder, (B) to take such actions as are necessary or advisable in the opinion of the Administrative Agent to grant to the Administrative Agent for the ratable benefit of the Lenders Secured Parties a perfected first priority security interest and Lien in the Collateral described in the Guarantee and Collateral Agreement Agreement, with respect to such new Domestic 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, (C) to become a Loan Party by executing a joinder agreement in form and substance acceptable to Administrative Agent in its reasonable discretion and (CD) to deliver to the Administrative Agent a certificate of the secretary (or other equivalent officer) of such SubsidiaryDomestic Subsidiary of the type described in Section 5.1(c), substantially in form reasonably satisfactory to the form of Exhibit CAdministrative 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 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, 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. (bd) Upon Each Loan Party shall use commercially reasonable efforts to obtain a landlord’s agreement or bailee letter, as applicable, from the addition lessor of its headquarters location and from the lessor of or the bailee related to any new 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 as is acquired by a Borrowing Base Property Loan Party after the Closing DateDate or (ii) an entity becomes a Loan Party if such entity owns Material Real Property at the time it becomes a Loan Party, cause such Material Real Property to be subject to a Lien and Mortgage in favor of the Administrative Agent for the benefit of the Secured Parties and take, or cause the relevant Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect or record such Lien, in each case to the extent required by, and subject to the limitations and exceptions of, the Loan Documents and to otherwise comply with the requirements of the Loan Documents. Notwithstanding anything to the contrary contained in this Section 6.11(e), prior to the execution of any Mortgage for any such Material Real Property, (x) the Borrower shall deliver to the Administrative Agent (a) a certificate advance notice of a Responsible Officer certifying that the address of any such Material Real Property satisfies and (y) the eligibility criteria set forth in Administrative Agent shall provide the definition Lenders with at least 30 days’ prior written notice of “Borrowing Base Property”the address of such Material Real Property (it being understood that the Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into the accuracy of any such address, certifying as to compliance with nor shall the financial covenants on a pro-forma basis after giving effect Administrative Agent be responsible or liable to the addition 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 as a Borrowing Base Property, which certificate shall include calculations in reasonable detail demonstrating such compliance, including as to the calculation of Borrowing Base Value, and certifying that the representations and warranties regarding the Collateral set forth in Article 4 remain true and correct after giving effect to the addition of such Borrowing Base Property, (b) an updated schedule of all Borrowing Base Properties and (c) a copy of the lease for such Real Property, a lease abstract for such Real Property, an operating statement for such Real Property, in each case certified by an officer of the Borrower as being true and correct, and such other information regarding such Real Property as the Agents may reasonably request. From and after the date of delivery of such certificate, schedule and information and so long as such Real Property continues to satisfy the eligibility criteria set forth in the definition of “Borrowing Base Property”, such Real Property shall be treated as a Borrowing Base Property hereunder. (c) Upon the inclusion of any new Mortgage Note in the computation of Borrowing Base Value, the Borrower shall real property: (i) deliver to the Administrative Agent such Mortgage Note, together with an allonge assigning such Mortgage Note, in blank, executed by a duly authorized officer of the relevant Group Member, completed flood hazard determination from a third party vendor; (ii) an assignment if such real property is located in a “special flood hazard area”, (A) a notification to the Borrower (or applicable Loan Party) of that fact and (if applicable) notification to the Borrower that flood insurance coverage is not available and (B) evidence of the mortgage securing receipt by the Borrower of such Mortgage Note, in blank, executed by a duly authorized officer of the relevant Group Member notice; and (iii) an updated schedule of all Mortgage Notes included if such notice is required to be provided to the Borrower and flood insurance is available in the computation community in which such real property is located, evidence of Borrowing Base Valuerequired flood insurance. (d) The Borrower will, and will cause each of its Subsidiaries to, cooperate with the Lenders and the Administrative Agent and execute such further instruments and documents as the Lenders or the Administrative Agent shall reasonably request to carry out to their satisfaction the transactions contemplated by this Agreement and the other Loan Documents

Additional Collateral, etc. (a) With respect to any new Subsidiary property (to the extent included in the definition of Collateral and not constituting Excluded Assets) acquired after the Closing Date by any Loan Party (other than an Excluded Foreign (x) any property described in paragraph (b), (c) or (d) below) as to which the Administrative Agent, for the benefit of the Secured Parties, does not have a perfected Lien, promptly (and in any event within three Business Days) (i) 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 Material Domestic Subsidiary or an Excluded Subsidiary) created or acquired after the Closing Date by any Group Member Loan Party (which, for including pursuant to a Permitted Acquisition and including any Immaterial Subsidiary of any Loan Party existing as of the purposes Closing Date which becomes a Material Domestic Subsidiary of this paragraph (a), shall include any existing Subsidiary that ceases to be an Excluded Foreign Subsidiary or an Excluded Subsidiarysuch Loan Party after the Closing Date), 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 ratable benefit of the LendersSecured Parties, a perfected first priority security interest and Lien in the Capital Stock of such new Material Domestic Subsidiary that is owned directly or indirectly by any Group Membersuch Loan Party, (ii) deliver to the Administrative Agent any such documents and instruments as may be 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 relevant Group MemberLoan Party, (iii) cause such new Material Domestic Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, (B) to take such actions as are necessary or advisable in the opinion of the Administrative Agent to grant to the Administrative Agent for the ratable benefit of the Lenders Secured Parties a perfected first priority security interest and Lien in the Collateral described in the Guarantee and Collateral Agreement Agreement, with respect to such new Material Domestic 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 Agent, and (C) to deliver to the Administrative Agent a certificate of such Material Domestic Subsidiary, substantially in form reasonably satisfactory to the form of Exhibit CAdministrative Agent, 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. (bc) Upon the addition of With respect to any new Real Property as a Borrowing Base Property Material First Tier Foreign Subsidiary created or acquired after the Closing DateDate by any Loan Party, the Borrower shall promptly (i) execute and deliver to the Administrative Agent (a) 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 certificate of a Responsible Officer certifying that such Real Property satisfies the eligibility criteria set forth perfected first priority security interest and Lien in the definition of “Borrowing Base Property”, certifying as to compliance with the financial covenants on a pro-forma basis after giving effect to the addition Capital Stock of such Real Property as a Borrowing Base Property, which certificate new Material First Tier Foreign Subsidiary that is owned by any such Loan Party (provided that in no event shall include calculations in reasonable detail demonstrating more than 66% of the total outstanding voting Capital Stock of any such compliance, including as new Material First Tier Foreign Subsidiary be required to the calculation of Borrowing Base Value, and certifying that the representations and warranties regarding the Collateral set forth in Article 4 remain true and correct after giving effect to the addition of such Borrowing Base Propertybe so pledged), (b) an updated schedule of all Borrowing Base Properties and (c) a copy of the lease for such Real Property, a lease abstract for such Real Property, an operating statement for such Real Property, in each case certified by an officer of the Borrower as being true and correct, and such other information regarding such Real Property as the Agents may reasonably request. From and after the date of delivery of such certificate, schedule and information and so long as such Real Property continues to satisfy the eligibility criteria set forth in the definition of “Borrowing Base Property”, such Real Property shall be treated as a Borrowing Base Property hereunder. (c) Upon the inclusion of any new Mortgage Note in the computation of Borrowing Base Value, the Borrower shall (iii) deliver to the Administrative Agent the certificates representing such Mortgage NoteCapital Stock (if certificated), together with an allonge assigning such Mortgage Noteundated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Group MemberLoan Party, and take such other action (iiincluding, as applicable, the delivery of any Foreign Pledge Documents reasonably requested by the Administrative Agent) an assignment as may be necessary or, in the opinion of the mortgage securing such Mortgage NoteAdministrative Agent, in blankdesirable to perfect the Administrative Agent’s security interest therein, executed by a duly authorized officer of the relevant Group Member and (iii) an updated schedule of all Mortgage Notes included 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 computation of Borrowing Base ValueAdministrative Agent. (d) The Borrower willEach 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 $100,000 of Collateral is stored or located (including, with respect to each Loan Party, the locations listed in Schedule 5.3(e) with respect to such Loan Party), 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 will cause each shall otherwise be reasonably satisfactory in form and substance to the Administrative Agent. With respect to such locations leased or owned as of its Subsidiaries tothe Closing Date and thereafter, cooperate with the Lenders and if the Administrative Agent and execute has not received a landlord’s agreement or bailee letter as of the Closing Date (or, if later, as of the date such further instruments and documents location is acquired or leased), the Eligible Inventory at that location shall, in the Administrative Agent’s discretion, be excluded from the U.S. Borrowing Base or be subject to such Reserves as the Lenders or may be established by the Administrative Agent in its reasonable credit judgment. After the Closing Date, no real property or warehouse space shall be leased by any Loan Party and no Inventory shall be shipped to a processor or converter under arrangements established after the Closing Date, without the prior written consent of the Administrative Agent (which consent, in the Administrative Agent’s discretion, may be conditioned upon the exclusion from the U.S. Borrowing Base of Inventory at that location or the establishment of Reserves acceptable to the Administrative Agent) or unless and until a reasonably request satisfactory landlord agreement or bailee letter, as appropriate, shall first have been obtained with respect to carry out such location. Each Loan Party shall pay and perform its material obligations under all leases and other agreements with respect to their satisfaction the transactions contemplated by this Agreement and the other Loan Documentseach leased location or public warehouse where any Collateral is or may be located.

Additional Collateral, etc. (a) With respect to any new Subsidiary property (to the extent included in the definition of Collateral and not constituting Excluded Assets) acquired after the Restatement Date by any Loan Party or Enterasys (other than an Excluded Foreign (x) any property described in paragraph (b) or (c) below, and (y) any property subject to a Lien expressly permitted by Section 7.3(g)) as to which the Administrative Agent, for the ratable benefit of the Secured Parties, does not have a perfected Lien, promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement, the Enterasys Pledge 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 ▇▇▇▇ in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement, the Enterasys Pledge Agreement or by law or as may be requested by the Administrative Agent. (b) With respect to any new direct or indirect Material Subsidiary or an Excluded Subsidiary) of the Borrower created or acquired after the Closing Restatement Date by (including any Group Member (whichsuch Material Subsidiary acquired pursuant to a Permitted Acquisition, for and including any Immaterial Subsidiary existing as of the purposes of this paragraph (a)Restatement Date which becomes a Material Subsidiary after the Restatement Date, shall include but excluding any existing Subsidiary that ceases to be an Excluded Foreign Subsidiary or an Excluded Subsidiary), promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent reasonably deems necessary or advisable to grant to the Administrative Agent, for the ratable benefit of the LendersSecured Parties, a perfected first priority security interest and Lien in (to the extent included in the definition of Collateral and not constituting Excluded Assets) the Capital Stock of such new Material Subsidiary that is owned directly or indirectly by any Group Memberthe Borrower, (ii) deliver to the Administrative Agent any 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 relevant Group MemberBorrower or any other applicable Loan Party, (iii) cause such new Material Subsidiary (A) to become a party to the Guarantee and Collateral AgreementAgreement as a Grantor and a Guarantor thereunder, (B) to take such actions as are necessary or advisable in the opinion of the Administrative Agent to grant to the Administrative Agent for the ratable benefit of the Lenders Secured Parties a perfected first priority security interest and Lien in the Collateral described in the Guarantee and Collateral Agreement Agreement, with respect to such new Material Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and 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 the secretary (or other equivalent officer) of such SubsidiaryMaterial Subsidiary of the type described in Section 5.1(c), substantially in form reasonably satisfactory to the form of Exhibit CAdministrative Agent, with appropriate insertions and attachments, and (iv) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to addressing such matters as the matters described aboveAdministrative Agent may reasonably specify, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. (bc) Upon the addition of With respect to any new Real Property First Tier Foreign Subsidiary or any First Tier Foreign Subsidiary Holding Company, as a Borrowing Base Property applicable, created or acquired after the Closing DateRestatement Date by any Loan Party, the Borrower shall 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 (a) a certificate of a Responsible Officer certifying that such Real Property satisfies to the eligibility criteria set forth extent included in the definition of “Borrowing Base Property”, certifying as to compliance with Collateral and not constituting Excluded Assets) the financial covenants on a pro-forma basis after giving effect to the addition Capital Stock of such Real Property new First Tier Foreign Subsidiary or First Tier Foreign Subsidiary Holding Company, as a Borrowing Base Propertyapplicable, which certificate that is owned by any such Loan Party (provided that in no event shall include calculations in reasonable detail demonstrating more than 65% of the total outstanding voting Capital Stock of any such compliancenew First Tier Foreign Subsidiary or First Tier Foreign Subsidiary Holding Company, including as applicable, be required to the calculation of Borrowing Base Valuebe so pledged), and certifying that the representations and warranties regarding the Collateral set forth in Article 4 remain true and correct after giving effect to the addition of such Borrowing Base Property, (b) an updated schedule of all Borrowing Base Properties and (c) a copy of the lease for such Real Property, a lease abstract for such Real Property, an operating statement for such Real Property, in each case certified by an officer of the Borrower as being true and correct, and such other information regarding such Real Property as the Agents may reasonably request. From and after the date of delivery of such certificate, schedule and information and so long as such Real Property continues to satisfy the eligibility criteria set forth in the definition of “Borrowing Base Property”, such Real Property shall be treated as a Borrowing Base Property hereunder. (c) Upon the inclusion of any new Mortgage Note in the computation of Borrowing Base Value, the Borrower shall (iii) deliver to the Administrative Agent the certificates representing such Mortgage NoteCapital Stock (if certificated), together with an allonge assigning such Mortgage Noteundated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Group MemberLoan Party, (ii) an assignment and take such other action as may be necessary or, in the opinion of the mortgage securing such Mortgage NoteAdministrative Agent, in blank, executed by a duly authorized officer of desirable to perfect the relevant Group Member and (iii) an updated schedule of all Mortgage Notes included in the computation of Borrowing Base ValueAdministrative Agent’s security interest therein. (d) The Notwithstanding the foregoing, or anything to the contrary in any Loan Document, neither the Borrower will, and nor any Subsidiary will cause each of its Subsidiaries be required to, cooperate with the Lenders and nor will the Administrative Agent be authorized: (i) to take any action to create, perfect or maintain any Lien in any Excluded Assets; (ii) to enter into any control agreement, blocked account, lockbox or similar arrangement with respect to any deposit account, securities account, commodities account or other bank account (other than as set forth in Section 6.9 above); (iii) other than with respect to the Irish Guarantor and execute such further instruments and documents as its assets, to take any action (x) outside of the Lenders United States with respect to any assets located outside of the United States, (y) in any non-U.S. jurisdiction or (z) required by the Administrative Agent shall reasonably request laws of any non-U.S. jurisdiction to carry out create, perfect or maintain any Lien or otherwise; (iv) to their satisfaction take any action with respect to perfecting a Lien (other than the transactions contemplated by this Agreement and the other Loan Documentsfiling of customary “all asset” UCC-1 financing statements) on assets subject to a certificate of title or similar statute; or (v) to deliver landlord lien waivers, estoppels, bailee letters or collateral access letters.

Additional Collateral, etc. (a) With respect to any new Subsidiary Property acquired after the First Amendment Effective Date by any Borrower or any of its Subsidiaries (other than (w) any real property or any Property described in paragraph (c) of this Section, (x) vehicles or any Property subject to a Lien expressly permitted by Section 7.3(g), (y) Property acquired by an Excluded Foreign Subsidiary or an and (z) any Excluded SubsidiaryCollateral (as such term is defined in the Guarantee and Collateral Agreement)) created or acquired after as to which the Closing Date by any Group Member (whichAdministrative Agent, for the purposes benefit of this paragraph (a)the Secured Parties, shall include any existing Subsidiary that ceases to be an Excluded Foreign Subsidiary or an Excluded Subsidiary)does not have a perfected Lien, 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 to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by any Group Member, Property and (ii) deliver to the Administrative Agent any certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Group Member, (iii) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, (B) to take such all actions necessary or advisable to grant to the Administrative Agent Agent, for the benefit of the Lenders Secured Parties, a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement (or, solely with respect to Delek Funded FF&E, for so long as Delek Build to Suit Financing is in place with respect to the Delek Financed Build to Suit Leased Location where such new SubsidiaryDelek Funded FF&E is located, take commercially reasonable, best efforts to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected second 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 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. (bf) Upon the addition of any new Real Property as a Borrowing Base Property after the Closing Date, the Borrower shall deliver Amendment to the Administrative Agent (a) a certificate of a Responsible Officer certifying that such Real Property satisfies the eligibility criteria set forth in the definition of “Borrowing Base Property”, certifying as to compliance with the financial covenants on a pro-forma basis after giving effect to the addition of such Real Property as a Borrowing Base Property, which certificate shall include calculations in reasonable detail demonstrating such compliance, including as to the calculation of Borrowing Base Value, and certifying that the representations and warranties regarding the Collateral set forth in Article 4 remain true and correct after giving effect to the addition of such Borrowing Base Property, (b) an updated schedule of all Borrowing Base Properties and (c) a copy of the lease for such Real Property, a lease abstract for such Real Property, an operating statement for such Real Property, in each case certified by an officer of the Borrower as being true and correct, and such other information regarding such Real Property as the Agents may reasonably request. From and after the date of delivery of such certificate, schedule and information and so long as such Real Property continues to satisfy the eligibility criteria set forth in the definition of “Borrowing Base Property”, such Real Property shall be treated as a Borrowing Base Property hereunder. (c) Upon the inclusion of any new Mortgage Note in the computation of Borrowing Base Value, the Borrower shall (i) deliver to the Administrative Agent such Mortgage Note, together with an allonge assigning such Mortgage Note, in blank, executed by a duly authorized officer of the relevant Group Member, (ii) an assignment of the mortgage securing such Mortgage Note, in blank, executed by a duly authorized officer of the relevant Group Member and (iii) an updated schedule of all Mortgage Notes included in the computation of Borrowing Base Value. (d) The Borrower will, and will cause each of its Subsidiaries to, cooperate with the Lenders and the Administrative Agent and execute such further instruments and documents as the Lenders or the Administrative Agent shall reasonably request to carry out to their satisfaction the transactions contemplated by this Agreement and the other Loan DocumentsSection 6.10

Additional Collateral, etc. (a) With respect to any new Subsidiary property (to the extent included in the definition of Collateral) acquired after the Closing Date by any Loan Party (other than (x) any property described in paragraph (b), (c) or (d) below, and (y) any property subject to a Lien expressly permitted by Section 7.3(c) of the Domestic Credit Agreement) as to which the Administrative Agent, for the benefit of the Secured Parties, does not have a perfected Lien, promptly (and in any event within three (3) Business Days) (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 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 security interest and Lien (subject only to (i) Liens expressly permitted pursuant to Section 7.3 of the Domestic Credit Agreement having priority by operation of law over the Liens of the Administrative Agent under the Loan Documents, and (ii) other than with respect to Export-Related Accounts Receivable, Export-Related Inventory, Export- Related General Intangibles and the Proceeds of the foregoing, Liens in favor of the Administrative Agent under the Domestic Loan Documents)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 fee interest in any real property having a value (together with improvements thereof) of at least $750,000 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(c) of the Domestic Credit Agreement), promptly, to the extent requested by the Administrative Agent, (i) execute and deliver a first priority (subject only to (i) Liens having priority by operation of law over the Liens of the Administrative Agent under the Loan Documents, and (ii) Liens in favor of the Administrative Agent under the Domestic Loan Documents) Mortgage, in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, covering such real property, (ii) if requested by the Administrative Agent, provide the EXIM Lenders with (x) title and extended coverage insurance covering such real property in an Excluded Foreign 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 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. (c) With respect to any new direct or indirect Subsidiary or an Excluded Subsidiary) created or acquired after the Closing Date by any Group Member (which, for the purposes of this paragraph (a), shall include any existing Subsidiary that ceases to be an Excluded Foreign Subsidiary or an Excluded Subsidiary)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 ratable benefit of the LendersSecured Parties, a perfected first priority security interest (subject only to Liens in favor of the Administrative Agent under the Domestic Loan Documents) in the Capital Stock of such new Subsidiary that is owned directly or indirectly by any Group Membersuch Loan Party, (ii) deliver to the Administrative Agent any such documents and instruments as may be 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 relevant Group MemberLoan Party; provided that until an Event of Default has occurred, no Loan Party shall be required to deliver any certificates representing any Capital Stock of any Foreign Subsidiary (other than K2M UK Limited) or undated stock powers with respect thereto, (iii) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, (B) to take such actions as are necessary or advisable in the opinion of the Administrative Agent to grant to the Administrative Agent for the benefit of the Lenders Secured Parties a perfected first priority security interest (subject only to (i) Liens permitted pursuant to Section 7.3 of the Domestic Credit Agreement having priority by operation of law over the Liens of the Administrative Agent under the Loan Documents, and (ii) other than with respect to Export-Related Accounts Receivable, Export- Related Inventory, Export-Related General Intangibles and the Proceeds of the foregoing, Liens in favor of the Administrative Agent under the Domestic Loan Documents) in the Collateral described in the Guarantee and Collateral Agreement Agreement, with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent and (C) to deliver to the Administrative Agent a certificate of such Subsidiary, substantially in a from reasonably satisfactory to the form of Exhibit CAdministrative Agent, 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. (bd) Upon At the addition request of the Administrative Agent, each Loan Party shall use commercially reasonable efforts to obtain a landlord’s agreement or bailee letter, as applicable, from the lessor of each leased property or bailee with respect to any new Real Property warehouse, processor or converter facility or other location where Collateral is stored or located, which agreement or letter 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. With respect to such locations or warehouse space leased or owned as of the Closing Date and thereafter, if the Administrative Agent has not received a landlord or mortgagee agreement or bailee letter as of the Closing Date (or, if later, as of the date such location is acquired or leased), the Eligible Foreign Inventory at that location shall, in the Administrative Agent’s discretion, be excluded from the Borrowing Base Property or be subject to such Reserves as may be established by the Administrative Agent in its reasonable credit judgment. After the Closing Date, no real property or warehouse space shall be leased by any Loan Party and no Inventory shall be shipped to a processor or converter under arrangements established after the Closing Date, without the Borrower shall deliver to prior written consent of the Administrative Agent (a) a certificate of a Responsible Officer certifying that such Real Property satisfies the eligibility criteria set forth which consent, in the definition of “Administrative Agent’s discretion, may be conditioned upon the exclusion from the Borrowing Base Property”, certifying as to compliance with of Inventory at that location or the financial covenants on a pro-forma basis after giving effect to the addition establishment of such Real Property as a Borrowing Base Property, which certificate shall include calculations in reasonable detail demonstrating such compliance, including as to the calculation of Borrowing Base Value, and certifying that the representations and warranties regarding the Collateral set forth in Article 4 remain true and correct after giving effect to the addition of such Borrowing Base Property, (b) an updated schedule of all Borrowing Base Properties and (c) a copy of the lease for such Real Property, a lease abstract for such Real Property, an operating statement for such Real Property, in each case certified by an officer of the Borrower as being true and correct, and such other information regarding such Real Property as the Agents may reasonably request. From and after the date of delivery of such certificate, schedule and information and so long as such Real Property continues to satisfy the eligibility criteria set forth in the definition of “Borrowing Base Property”, such Real Property shall be treated as a Borrowing Base Property hereunder. (c) Upon the inclusion of any new Mortgage Note in the computation of Borrowing Base Value, the Borrower shall (i) deliver Reserves acceptable to the Administrative Agent Agent) or unless and until a reasonably satisfactory landlord agreement or bailee letter, as appropriate, shall first have been obtained with respect to such Mortgage Note, together location. Each Loan Party shall pay and perform its material obligations under all leases and other agreements with an allonge assigning such Mortgage Note, in blank, executed by a duly authorized officer of the relevant Group Member, (ii) an assignment of the mortgage securing such Mortgage Note, in blank, executed by a duly authorized officer of the relevant Group Member and (iii) an updated schedule of all Mortgage Notes included in the computation of Borrowing Base Valuerespect to each leased location or public warehouse where any Collateral is or may be located. (d) The Borrower will, and will cause each of its Subsidiaries to, cooperate with the Lenders and the Administrative Agent and execute such further instruments and documents as the Lenders or the Administrative Agent shall reasonably request to carry out to their satisfaction the transactions contemplated by this Agreement and the other Loan Documents

Additional Collateral, etc. At any time that Essent does not maintain an Investment Grade Rating: (a) With respect to any new Subsidiary (other than an Excluded Foreign Subsidiary or an Excluded Subsidiary) created or property acquired after the Closing Date by any Group Member Borrower or Guarantor (whichother than (x) any property described in paragraph (b) or (c) below, (y) any property subject to a Lien expressly permitted by Sections 6.3(g), (j) or (s) or (z) any property excluded from the definition of Collateral in the Guarantee and Security Agreement, Irish Debenture, Bermuda Debenture or any other Security Document) as to which the Administrative Agent, for the purposes benefit of this paragraph (a)the Lenders, shall include any existing Subsidiary that ceases to be an Excluded Foreign Subsidiary does not have a perfected Lien, as soon as required by the Guarantee and Collateral Agreement, Irish Debenture, Irish Share Charge, Bermuda Debenture or an Excluded Subsidiary)other Security Document, promptly as applicable, (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement Agreement, Irish Debenture, Irish Share Charge or Bermuda Debenture or such other documents as the Administrative Agent deems necessary or advisable to grant to the Administrative 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 Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such property, including the filing of UCC financing statements in such jurisdictions and other filings as may be required by the Guarantee and Collateral Agreement, Irish Debenture, Irish Share Charge, Bermuda Debenture, any other Security Document 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 $10,000,000 acquired after the Closing Date by any Borrower or Guarantor (other than any such real property subject to a Lien expressly permitted by Section 6.3(g)), as soon as required by the Guarantee and Collateral Agreement, Irish Debenture, Irish Share Charge, Bermuda Debenture or other Security Document or, if not specified therein, within 60 days after the acquisition thereof (as such date may be extended by the Administrative Agent in its discretion) (i) execute and deliver a first priority Mortgage, in favor of the Administrative Agent, for the benefit of the Lenders, covering such real property, (ii) provide the Lenders with (x) a lender’s policy of title insurance covering such real property in an amount equal to the purchase price of such real property (or such other amount as shall be reasonably acceptable to the Administrative Agent) as well as a current ALTA survey thereof, certified by a licensed surveyor and (y) any consents or estoppels reasonably deemed necessary or advisable by the Administrative Agent in connection with such Mortgage with respect to other Persons having an interest in such real property, each of the foregoing in form and substance reasonably satisfactory to the Administrative Agent and (iii) 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 Subsidiary or, in the case of any Subsidiary that is not a Wholly Owned Subsidiary, unless such Subsidiary is prohibited by any contractual restriction existing on the date such Subsidiary is acquired (so long as, in respect of any such contractual prohibition, such prohibition is not incurred in contemplation of such acquisition)) created or acquired after the Closing Date by any Borrower or Guarantor, as soon as required by the Guarantee and Collateral Agreement, Irish Debenture, Bermuda Debenture or other Security Document, as applicable, or, if not specified therein, within 30 days after the acquisition or formation thereof (as such date may be extended by the Administrative Agent in its discretion) (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement, Irish Debenture, Bermuda Debenture or other Security Document, as applicable, 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 Group MemberBorrower or Guarantor, (ii) deliver to the Administrative Agent any 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, Borrower or Guarantor and (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 Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent and (C) to deliver to the Administrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit C, with appropriate insertions and attachments, and (iv) if 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. (b) Upon the addition of any new Real Property as a Borrowing Base Property after the Closing Date, the Borrower shall deliver to the Administrative Agent (a) a certificate of a Responsible Officer certifying ; provided that such Real Property satisfies the eligibility criteria set forth in the definition of “Borrowing Base Property”, certifying as to compliance with the financial covenants on a pro-forma basis after giving effect to the addition of such Real Property as a Borrowing Base Property, which certificate shall include calculations in reasonable detail demonstrating such compliance, including as to the calculation of Borrowing Base Value, and certifying that the representations and warranties regarding the Collateral set forth in Article 4 remain true and correct after giving effect to the addition of such Borrowing Base Property, (b) an updated schedule of all Borrowing Base Properties and (c) a copy of the lease for such Real Property, a lease abstract for such Real Property, an operating statement for such Real Property, in each case certified by an officer of the Borrower as being true and correct, and such other information regarding such Real Property as the Agents may reasonably request. From and after the date of delivery of such certificate, schedule and information and so long as such Real Property continues to satisfy the eligibility criteria set forth in the definition of “Borrowing Base Property”, such Real Property shall be treated as a Borrowing Base Property hereunder. (c) Upon the inclusion of any new Mortgage Note in the computation of Borrowing Base Value, the Borrower shall (i) deliver to in the Administrative Agent such Mortgage Note, together with an allonge assigning such Mortgage Note, in blank, executed case of a pledge of the Capital Stock of a Foreign Subsidiary that is held by a duly authorized officer Borrower or Guarantor organized under the laws of any jurisdiction within the United States, such pledge shall be limited to no more than 66 2/3 % of the relevant Group Member, total outstanding voting Capital Stock of any such new Subsidiary and (ii) an assignment subject to the foregoing clause (i), this Section 5.9(c) shall not apply to any Foreign Subsidiary in respect of which the pledge of all of the mortgage securing Capital Stock of such Mortgage NoteSubsidiary as Collateral would, in blankthe good faith judgment of a Borrower, executed by a duly authorized officer of the relevant Group Member and (iii) an updated schedule of all Mortgage Notes included result in the computation of Borrowing Base Value. (d) The Borrower will, and will cause each adverse tax consequences to Essent or any of its Subsidiaries to, cooperate with the Lenders and the Administrative Agent and execute such further instruments and documents as the Lenders or the Administrative Agent shall reasonably request to carry out to their satisfaction the transactions contemplated by this Agreement and the other Loan DocumentsSubsidiaries.

Additional Collateral, etc. (a) With respect to any new Subsidiary (other than an Excluded Foreign Subsidiary or an Excluded Subsidiary) created or Property acquired after the Closing Date by any Group Member (which, for the purposes other than (x) any Property described in paragraph (b) or paragraph (c) of this paragraph Section, (a), shall include y) any existing Subsidiary that ceases Property subject to be a Lien expressly permitted by Section 7.3(g) and (z) any Property acquired by an Excluded Foreign Subsidiary or an Excluded Inactive Subsidiary)) as to which the Administrative Agent, for the benefit of the Secured Parties, does not have a perfected Lien, promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement, the Canadian Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a security interest 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 (other than Vehicles located in the United States and insurance located in Canada), including without limitation, the filing of financing statements under the UCC and other applicable Personal Property Security Legislation in such jurisdictions as may be required by the Guarantee and Collateral Agreement, the Canadian Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent. (b) With respect to any fee interest (or leasehold interest, to the extent such leasehold is created under a triple net ground lease or similar transaction) in any real property having a value (together with improvements thereof) of at least $250,000 acquired after the Closing Date by any Group Member (other than any such real property owned by an Excluded Foreign Subsidiary or subject to a Lien expressly permitted by Section 7.3(g)), promptly (i) execute and deliver a first priority Mortgage (except for Permitted Liens and Liens otherwise allowed under the Mortgages) in favor of the Administrative Agent, for the benefit of the Secured Parties, covering such real property, (ii) if requested by the Administrative Agent, provide the Lenders with (x) title and extended coverage insurance, complying with the provisions of Section 5.1(r), 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 a current ALTA survey thereof complying with the provisions of Section 5.1(q), 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 to the extent that such consents or estoppels may be obtained using reasonable efforts without payment of money and without obligation to commence litigation, 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 of CERI or the Borrower (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 of the Borrower that ceases to be an Excluded Foreign Subsidiary or Inactive Subsidiary), by any Group Member, promptly (i) execute and deliver to the Administrative Agent such amendments to the Security Documents as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a 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 any the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant applicable Group Member, (iii) cause such new Subsidiary (A) to become a party to the Guarantee applicable Security Documents and Collateral Agreement, (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders Secured Parties a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement Security Documents with respect to such new Subsidiary, including including, without limitation, the recording of instruments in the United States Patent and Trademark Office, the United States Copyright Offices and the Canadian Intellectual Property Office, the execution and delivery by all necessary persons of control agreements, and the filing of Uniform Commercial Code financing statements under applicable Personal Property Security Legislation in such jurisdictions as may be required by the Guarantee and Collateral Agreement Security Documents 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 attachmentsAgent, 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. (bd) Upon the addition of With respect to any new Real Property as a Borrowing Base Property Excluded Foreign Subsidiary created or acquired after the Closing Date, Date by the Borrower shall or any of its Subsidiaries (other than any Excluded Foreign Subsidiaries), promptly (i) execute and deliver to the Administrative Agent (a) 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 certificate of a Responsible Officer certifying that such Real Property satisfies the eligibility criteria set forth perfected first priority security interest in the definition of “Borrowing Base Property”, certifying as to compliance with the financial covenants on a pro-forma basis after giving effect to the addition Capital Stock of such Real Property as a Borrowing Base Property, which certificate shall include calculations in reasonable detail demonstrating such compliance, including as to new Subsidiary that is owned by the calculation Borrower or any of Borrowing Base Value, and certifying that the representations and warranties regarding the Collateral set forth in Article 4 remain true and correct after giving effect to the addition of such Borrowing Base Propertyits Subsidiaries (other than any Excluded Foreign Subsidiaries), (b) an updated schedule of all Borrowing Base Properties and (c) a copy provided that in no event shall more than 65% of the lease for such Real Property, a lease abstract for such Real Property, an operating statement for such Real Property, in each case certified by an officer of the Borrower as being true and correct, and such other information regarding such Real Property as the Agents may reasonably request. From and after the date of delivery of such certificate, schedule and information and so long as such Real Property continues to satisfy the eligibility criteria set forth in the definition of “Borrowing Base Property”, such Real Property shall be treated as a Borrowing Base Property hereunder. (c) Upon the inclusion total outstanding Capital Stock of any new Mortgage Note in the computation of Borrowing Base Valuesuch Excluded Foreign Subsidiary be required to be so pledged), the Borrower shall (iii) deliver to the Administrative Agent the certificates representing such Mortgage NoteCapital Stock, together with an allonge assigning such Mortgage Noteirrevocable proxies, undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant applicable Group Member, (ii) an assignment and take such other action as may be necessary or, in the opinion of the mortgage securing such Mortgage NoteAdministrative Agent, in blank, executed by a duly authorized officer desirable to perfect the Lien of the relevant Group Member Administrative Agent thereon, and (iii) an updated schedule of all Mortgage Notes included 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 computation of Borrowing Base ValueAdministrative Agent. (e) Notwithstanding anything to the contrary in this Section 6.10, paragraphs (a), (b), (c) and (d) The of this Section 6.10 shall not apply to any Property, new Subsidiary of CERI or the Borrower willor new Excluded Foreign Subsidiary created or acquired after the Closing Date, and will cause each of its Subsidiaries toas applicable, cooperate with the Lenders and as to which the Administrative Agent and execute such further instruments and documents as has determined in its sole discretion that the Lenders or collateral value thereof is insufficient to justify the Administrative Agent shall reasonably request to carry out to their satisfaction the transactions contemplated by this Agreement and the other Loan Documentsdifficulty, time and/or expense of obtaining a perfected security interest therein.

Additional Collateral, etc. (a) With respect to any new Subsidiary property (to the extent included in the definition of Collateral and not constituting Excluded Assets) acquired after the Closing Date by any Loan Party (other than an Excluded Foreign (x) any property described in paragraph (b) or (c) below, and (y) any property subject to a Lien expressly permitted by Section 7.3(g)) as to which the Administrative Agent, for the ratable benefit of the Secured Parties, does not have a perfected Lien, 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 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 or an Excluded Subsidiary) of the Borrower created or acquired after the Closing Date by (including any Group Member (which, for the purposes of this paragraph (a), shall include any existing such Domestic Subsidiary that ceases acquired pursuant to be an Excluded Foreign Subsidiary or an Excluded Subsidiarya Permitted Acquisition), 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 LendersSecured Parties, a perfected first priority security interest and Lien in the Capital Stock of such new Domestic Subsidiary that is owned directly or indirectly by any Group Memberthe Borrower, (ii) deliver to the Administrative Agent any 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 relevant Group MemberBorrower or any other applicable Loan Party, (iii) cause such new Domestic Subsidiary (A) to become a party to the Guarantee and Collateral AgreementAgreement as a Grantor and a Guarantor thereunder, (B) to take such actions as are necessary or advisable in the opinion of the Administrative Agent to grant to the Administrative Agent for the ratable benefit of the Lenders Secured Parties a perfected first priority security interest and Lien in the Collateral described in the Guarantee and Collateral Agreement Agreement, with respect to such new Domestic 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, (C) to become a Loan Party by executing a joinder agreement in form and substance acceptable to Administrative Agent in its reasonable discretion and (CD) to deliver to the Administrative Agent a certificate of the secretary (or other equivalent officer) of such SubsidiaryDomestic Subsidiary of the type described in Section 5.1(c), substantially in form reasonably satisfactory to the form of Exhibit CAdministrative 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 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, 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. (bd) Upon Each Loan Party shall use commercially reasonable efforts to obtain a landlord’s agreement or bailee letter, as applicable, from the addition lessor of its headquarters location and from the lessor of or the bailee related to any new 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 as is acquired by a Borrowing Base Property Loan Party after the Closing DateDate or (ii) an entity becomes a Loan Party if such entity owns Material Real Property at the time it becomes a Loan Party, cause such Material Real Property to be subject to a Lien and Mortgage in favor of the Administrative Agent for the benefit of the Secured Parties and take, or cause the relevant Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect or record such Lien, in each case to the extent required by, and subject to the limitations and exceptions of, the Loan Documents and to otherwise comply with the requirements of the Loan Documents. Notwithstanding anything to the contrary contained in this Section 6.11(e), prior to the execution of any Mortgage for any such Material Real Property, (x) the Borrower shall deliver to the Administrative Agent (a) a certificate advance notice of a Responsible Officer certifying that the address of any such Material Real Property satisfies and (y) the eligibility criteria set forth in Administrative Agent shall provide the definition Lenders with at least 30 days’ prior written notice of “Borrowing Base Property”the address of such Material Real Property (it being understood that the Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into the accuracy of any such address, certifying as to compliance with nor shall the financial covenants on a pro-forma basis after giving effect Administrative Agent be responsible or liable to the addition 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 as a Borrowing Base Property, which certificate shall include calculations in reasonable detail demonstrating such compliance, including as to the calculation of Borrowing Base Value, and certifying that the representations and warranties regarding the Collateral set forth in Article 4 remain true and correct after giving effect to the addition of such Borrowing Base Property, (b) an updated schedule of all Borrowing Base Properties and (c) a copy of the lease for such Real Property, a lease abstract for such Real Property, an operating statement for such Real Property, in each case certified by an officer of the Borrower as being true and correct, and such other information regarding such Real Property as the Agents may reasonably request. From and after the date of delivery of such certificate, schedule and information and so long as such Real Property continues to satisfy the eligibility criteria set forth in the definition of “Borrowing Base Property”, such Real Property shall be treated as a Borrowing Base Property hereunder. (c) Upon the inclusion of any new Mortgage Note in the computation of Borrowing Base Value, the Borrower shall real property: (i) deliver to the Administrative Agent such Mortgage Note, together with an allonge assigning such Mortgage Note, in blank, executed by a duly authorized officer of the relevant Group Member, completed flood hazard determination from a third party vendor; (ii) an assignment if such real property is located in a “special flood hazard area”, (A) a notification to the Borrower (or applicable Loan Party) of that fact and (if applicable) notification to the Borrower that flood insurance coverage is not available and (B) evidence of the mortgage securing receipt by the Borrower of such Mortgage Note, in blank, executed by a duly authorized officer of the relevant Group Member notice; and (iii) an updated schedule of all Mortgage Notes included if such notice is required to be provided to the Borrower and flood insurance is available in the computation community in which such real property is located, evidence of Borrowing Base Valuerequired flood insurance. (d) The Borrower will, and will cause each of its Subsidiaries to, cooperate with the Lenders and the Administrative Agent and execute such further instruments and documents as the Lenders or the Administrative Agent shall reasonably request to carry out to their satisfaction the transactions contemplated by this Agreement and the other Loan Documents

Additional Collateral, etc. (a) With respect to any Property acquired after the Closing Date by Holdings, the Borrower or any Subsidiary Guarantor that constitutes Collateral described in the Guarantee and Collateral Agreement with respect to such Loan Party (other than (w) any real property, (x) any Property described in paragraph (b), (c) and (d) of this Section, (y) any Property subject to a Lien expressly permitted by Section 7.3(g) and (z) Property acquired by a Special Purpose Subsidiary or an Immaterial Subsidiary) as to which the Administrative Agent, for the benefit of the Secured Parties, does not have a perfected Lien, promptly (and, in any event, within 30 days following the date of such acquisition) (i) execute and deliver or cause execution and delivery to the Administrative Agent of such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a security interest in such Property to the extent constituting Collateral described in the Guarantee and Collateral Agreement with respect to such Loan Party 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 to the extent constituting Collateral described in the Guarantee and Collateral Agreement and to the extent required under the Guarantee and Collateral Agreement with respect to such Loan Party (subject only to Permitted Liens), including 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. (b) With respect to any new Subsidiary (other than an Excluded a Foreign Subsidiary or an Excluded a Special Purpose Subsidiary) created or acquired after the Closing Date by any Group Member (which, for the purposes of this paragraph (a)paragraph, shall include any existing Subsidiary that ceases to be an Excluded a Foreign Subsidiary or an Excluded a Special Purpose Subsidiary), by Holdings, the Borrower or any of its Subsidiaries, promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by Holdings, the Borrower or any Group Memberof its Subsidiaries and required to be pledged pursuant to the Guarantee and ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, (ii▇▇) deliver to the Administrative Agent any certificates the certificates, if any, representing such Capital Stock, together with undated stock powers, if applicable, in blank, executed and delivered by a duly authorized officer of Holdings, the relevant Group MemberBorrower or such Subsidiary, as the case may be, (iii) unless such Subsidiary is an Immaterial Subsidiary, cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, Agreement and (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders Secured Parties a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new SubsidiarySubsidiary as contemplated by the Guarantee and Collateral Agreement, 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 and (C) to deliver to the Administrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit C, with appropriate insertions and attachmentsAgent, 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. (bc) Upon the addition of With respect to any new Real Property as Foreign Subsidiary (other than a Borrowing Base Property Special Purpose Subsidiary) created or acquired after the Closing DateDate by Holdings, the Borrower or any of its Subsidiaries (other than by any Foreign Subsidiary) (which, for purposes of this paragraph, shall include any existing Foreign Subsidiary (other than a Special Purpose Subsidiary) that becomes owned by Holdings, the Borrower of any of its Subsidiaries (other than any Foreign Subsidiary)), promptly (i) execute and deliver to the Administrative Agent (a) 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 certificate of a Responsible Officer certifying that such Real Property satisfies the eligibility criteria set forth perfected first priority security interest in the definition of “Borrowing Base Property”, certifying as to compliance with the financial covenants on a pro-forma basis after giving effect to the addition Capital Stock of such Real Property as a Borrowing Base Property, which certificate shall include calculations in reasonable detail demonstrating such compliance, including as to the calculation of Borrowing Base Value, and certifying new Foreign Subsidiary that the representations and warranties regarding the Collateral set forth in Article 4 remain true and correct after giving effect to the addition of such Borrowing Base Property, (b) an updated schedule of all Borrowing Base Properties and (c) a copy of the lease for such Real Property, a lease abstract for such Real Property, an operating statement for such Real Property, in each case certified is owned by an officer of the Borrower as being true and correct, and such other information regarding such Real Property as the Agents may reasonably request. From and after the date of delivery of such certificate, schedule and information and so long as such Real Property continues to satisfy the eligibility criteria set forth in the definition of “Borrowing Base Property”, such Real Property shall be treated as a Borrowing Base Property hereunder. (c) Upon the inclusion of any new Mortgage Note in the computation of Borrowing Base ValueHoldings, the Borrower or any of its Subsidiaries (other than any Foreign Subsidiary) that is required to be pledged pursuant to the Guarantee and Collateral Agreement (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Foreign Subsidiary be required to be so pledged), (iii) deliver to the Administrative Agent the certificates representing such Mortgage NoteCapital Stock, if any, together with an allonge assigning such Mortgage Noteundated stock powers, if applicable in blank, executed and delivered by a duly authorized officer of Holdings, the relevant Group MemberBorrower or such Subsidiary, (ii) an assignment as the case may be, and take such other action as may be necessary or, in the opinion of the mortgage securing such Mortgage NoteAdministrative Agent, in blank, executed by a duly authorized officer desirable to perfect the Lien of the relevant Group Member Administrative Agent thereon as contemplated by the Guarantee and Collateral Agreement, and (iii) an updated schedule of all Mortgage Notes included 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 computation of Borrowing Base ValueAdministrative Agent. (d) The Borrower willNotwithstanding anything to the contrary herein, in no event shall this Section 6.9 or Section 6.12 require a Lien on any property to the extent that such grant of a security interest is prohibited by any Requirements of Law of a Governmental Authority, requires a consent not obtained of any Governmental Authority pursuant to such Requirement of Law or is prohibited by, or constitutes a breach or default under or results in the termination of or requires any consent not obtained under, any contract, license, agreement, instrument or other document evidencing or giving rise to such property or, in the case of any pledged Capital Stock or promissory notes, any applicable shareholder or similar agreement, except to the extent that such Requirement of Law or the term in such contract, license, agreement, instrument or other document or shareholder or similar agreement providing for such prohibition, breach, default or termination or requiring such consent is ineffective under applicable law. (e) With respect to any Subsidiary that ceases to be an Immaterial Subsidiary (other than any Foreign Subsidiary or Special Purpose Subsidiary), promptly (i) cause such Subsidiary to (A) become a party to the Guarantee and will cause each of its Subsidiaries to, cooperate with the Lenders 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 execute Collateral Agreement with respect to such further instruments Subsidiary as contemplated by the Guarantee and documents Collateral Agreement, including the filing of UCC financing statements in such jurisdictions as may be required by the Lenders Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent, and (ii) 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 request satisfactory to carry out the Administrative Agent. (f) Notwithstanding anything to their satisfaction the transactions contemplated by contrary in this Agreement Section 6.9, paragraphs (a), (b), (c) and (e) of this Section 6.9 shall not apply to any Property, new Subsidiary or new Foreign Subsidiary created or acquired, or Subsidiary ceasing to be an Immaterial Subsidiary, after the other Loan DocumentsClosing 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.

Additional Collateral, etc. (a) With respect to any new Subsidiary (other than an Excluded Foreign Subsidiary or an Excluded Subsidiary) created or property acquired after the Closing Date by any Group Member (whichother than (x) any property described in paragraph (b) or (c) below, (y) any property subject to a Lien expressly permitted by Section 8.3(g) and (z) property acquired by any Excluded Foreign Subsidiary) as to which the Administrative Agent, for the purposes benefit of this paragraph (a)the Lenders, shall include any existing Subsidiary that ceases to be an Excluded Foreign Subsidiary or an Excluded Subsidiary)does not have a perfected Lien, promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent reasonably deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a security interest in such property 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, including the Capital Stock 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. (b) With respect to any new Subsidiary that is owned (other than an Excluded Foreign Subsidiary) created or acquired after the Closing Date by any Group MemberMember (which, for the purposes of this paragraph (ii) deliver b), shall include any existing Subsidiary that ceases to the Administrative Agent any certificates representing such Capital Stockbe an Excluded Foreign Subsidiary), together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Group Member, promptly (iiii) 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 Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent and (C) to deliver to the Administrative Agent a certificate of such Subsidiary, substantially in a form reasonable to the form of Exhibit C, with appropriate insertions and attachmentsAdministrative Agent, and (ivii) 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. (bc) Upon the addition of With respect to any new Real Property as a Borrowing Base Property Excluded Foreign Subsidiary created or acquired after the Closing DateDate by any Group Member (other than by any Group Member that is an Excluded Foreign Subsidiary), the Borrower shall promptly (i) execute and deliver to the Administrative Agent (a) 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 certificate of a Responsible Officer certifying that such Real Property satisfies the eligibility criteria set forth perfected first priority security interest in the definition of “Borrowing Base Property”, certifying as to compliance with the financial covenants on a pro-forma basis after giving effect to the addition Capital Stock of such Real Property as a Borrowing Base Property, which certificate new Excluded Foreign Subsidiary that is owned by any such Group Member (provided that in no event shall include calculations in reasonable detail demonstrating more than 65% of the total outstanding voting Capital Stock of any such compliance, including as new Excluded Subsidiary be required to the calculation of Borrowing Base Value, and certifying that the representations and warranties regarding the Collateral set forth in Article 4 remain true and correct after giving effect to the addition of such Borrowing Base Propertybe so pledged), (b) an updated schedule of all Borrowing Base Properties and (c) a copy of the lease for such Real Property, a lease abstract for such Real Property, an operating statement for such Real Property, in each case certified by an officer of the Borrower as being true and correct, and such other information regarding such Real Property as the Agents may reasonably request. From and after the date of delivery of such certificate, schedule and information and so long as such Real Property continues to satisfy the eligibility criteria set forth in the definition of “Borrowing Base Property”, such Real Property shall be treated as a Borrowing Base Property hereunder. (c) Upon the inclusion of any new Mortgage Note in the computation of Borrowing Base Value, the Borrower shall (iii) deliver to the Administrative Agent the certificates representing such Mortgage NoteCapital Stock, together with an allonge assigning such Mortgage Noteundated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Group Member, (ii) an assignment and take such other action as may be necessary or, in the opinion of the mortgage securing such Mortgage NoteAdministrative Agent, in blankdesirable to perfect the Administrative Agent’s security interest therein, executed by a duly authorized officer of the relevant Group Member and (iii) an updated schedule of all Mortgage Notes included in if requested by the computation of Borrowing Base Value. (d) The Borrower willAdministrative Agent, and will cause each of its Subsidiaries to, cooperate with the Lenders and deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and execute such further instruments substance, and documents as the Lenders or from counsel, reasonably satisfactory to the Administrative Agent shall reasonably request to carry out to their satisfaction the transactions contemplated by this Agreement and the other Loan DocumentsAgent.

Additional Collateral, etc. (a) With respect to any property acquired after the Closing Date by any Borrower (other than (x) any property described in paragraph (b), (c), or (d), below, (y) any property subject to a Lien expressly permitted by Section 8.3(l) or 8.3(o)) and (z) property acquired by any Foreign Subsidiary) as to which the Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien, promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent reasonably deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a security interest in such property 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, 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 (except in the case of the UK Borrowers, where no such financing statements will be required to filed). (b) With respect to any new Subsidiary (other than an Excluded a Foreign Subsidiary (or an Excluded a Domestic Subsidiary that is owned directly or indirectly by a Foreign Subsidiary) or a non-Wholly Owned Subsidiary) created or acquired after the Closing Date by any Group Member TMP (which, for the purposes of this paragraph (ab), shall include any existing Subsidiary that ceases to be an Excluded a Foreign Subsidiary or an Excluded Subsidiaryany non-Wholly Owned Subsidiary that provides a guarantee of any Indebtedness of TMP or any of its Subsidiaries (other than the Loans) after the Closing Date), 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 Group MemberTMP, (ii) deliver to the Administrative Agent any the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Group MemberTMP, (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 Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent and (C) to deliver to the Administrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit C, with appropriate insertions and attachments, and (iv) if 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. (bc) Upon the addition of With respect to any new Real Property as a Borrowing Base Property Domestic Subsidiary created or acquired after the Closing DateDate by TMP or by a Domestic Subsidiary that does not become a Subsidiary Guarantor pursuant to Section 7.9(b), the Borrower shall promptly (i) execute and deliver to the Administrative Agent (a) 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 certificate of a Responsible Officer certifying that such Real Property satisfies the eligibility criteria set forth perfected first priority security interest in the definition of “Borrowing Base Property”, certifying as to compliance with the financial covenants on a pro-forma basis after giving effect to the addition Capital Stock of such Real Property as a Borrowing Base Property, which certificate shall include calculations in reasonable detail demonstrating such compliance, including as to the calculation of Borrowing Base Value, and certifying new Subsidiary that the representations and warranties regarding the Collateral set forth in Article 4 remain true and correct after giving effect to the addition of such Borrowing Base Propertyis owned by TMP, (b) an updated schedule of all Borrowing Base Properties and (c) a copy of the lease for such Real Property, a lease abstract for such Real Property, an operating statement for such Real Property, in each case certified by an officer of the Borrower as being true and correct, and such other information regarding such Real Property as the Agents may reasonably request. From and after the date of delivery of such certificate, schedule and information and so long as such Real Property continues to satisfy the eligibility criteria set forth in the definition of “Borrowing Base Property”, such Real Property shall be treated as a Borrowing Base Property hereunder. (c) Upon the inclusion of any new Mortgage Note in the computation of Borrowing Base Value, the Borrower shall (iii) deliver to the Administrative Agent the certificates representing such Mortgage NoteCapital Stock, together with an allonge assigning such Mortgage Noteundated 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 event shall more than 65% of the total outstanding Capital Stock of any such new Subsidiary be required to be so pledged), (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Group MemberBorrower, (ii) an assignment or take such other action with respect to Pledged Stock of Foreign Subsidiaries necessary to perfect the first priority security interest of the mortgage securing Administrative Agent in such Mortgage NotePledged Stock, as the case may be, and take such other action as may be necessary or, in blank, executed by a duly authorized officer the reasonable opinion of the relevant Group Member Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein, and (iii) an updated schedule of all Mortgage Notes included in if requested by the computation of Borrowing Base Value. (d) The Borrower willAdministrative Agent, and will cause each of its Subsidiaries to, cooperate with the Lenders and deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and execute such further instruments substance, and documents as the Lenders or from counsel, reasonably satisfactory to the Administrative Agent shall reasonably request to carry out to their satisfaction the transactions contemplated by this Agreement and the other Loan DocumentsAgent.

Additional Collateral, etc. (a) With respect to any new Subsidiary property (to the extent included in the definition of Collateral and not constituting Excluded Assets) acquired after the Closing Date by any Loan Party (other than (x) any property described in paragraph (b), (c) or (d) below, and (y) any property subject to a Lien expressly permitted by Section 7.3) as to which the Administrative Agent, for the benefit of the Secured Parties, does not have a perfected Lien, promptly (and in any event within three (3) Business Days) (i) execute and deliver to the Administrative Agent such amendments to the Collateral Agreement or such other documents as the Administrative Agent deems reasonably 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 Collateral Agreement or by law or as may be requested by the Administrative Agent; provided, that notwithstanding the foregoing, Borrowers shall not be required to perfect Administrative Agent’s security interest under any foreign law with respect to any Collateral located outside the United States that is not material to the Lenders if the cost of delivering or perfecting the Lien in such Collateral exceeds the benefit to the Lenders, as determined by the Administrative Agent in its reasonable discretion. (b) With respect to any fee interest in any real property having a value (together with improvements thereof) of at least $2,500,000 acquired after the Closing Date by any Loan Party (other than any such real property subject to a Lien expressly permitted by Section 7.3), promptly, to the extent requested by the Administrative Agent, (i) execute and deliver a first priority Mortgage, in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, 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 Excluded Foreign 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 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. (c) With respect to any new direct or indirect Domestic Subsidiary or an Excluded Subsidiary) created or acquired after the Closing Date by any Group Member (which, for the purposes of this paragraph (a), shall include any existing Subsidiary that ceases to be an Excluded Foreign Subsidiary or an Excluded Subsidiary)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 ratable benefit of the LendersSecured Parties, a perfected first priority security interest in the Capital Stock of such new Domestic Subsidiary that is owned directly or indirectly by any Group Membersuch Loan Party, and (ii) deliver to the Administrative Agent any 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 Domestic Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, (B) to take such actions as are necessary or advisable in the opinion of the Administrative Agent to grant to the Administrative Agent for the benefit of the Lenders Secured Parties a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement Agreement, with respect to such new Domestic Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent and (C) to deliver to the Administrative Agent a certificate of such Domestic Subsidiary, substantially in a form reasonably satisfactory to the form of Exhibit CAdministrative Agent, 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. (bd) Upon the addition of With respect to any new Real Property as a Borrowing Base Property First Tier Foreign Subsidiary created or acquired after the Closing DateDate by any Loan Party, the Borrower shall promptly (i) execute and deliver to the Administrative Agent (a) such amendments to the Collateral Agreement, as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a certificate of a Responsible Officer certifying that such Real Property satisfies the eligibility criteria set forth perfected first priority security interest in the definition of “Borrowing Base Property”, certifying as to compliance with the financial covenants on a pro-forma basis after giving effect to the addition Capital Stock of such Real Property as a Borrowing Base Property, which certificate new First Tier Foreign Subsidiary that is owned by any such Loan Party (provided that in no event shall include calculations in reasonable detail demonstrating more than sixty-six percent (66%) of the total outstanding voting Capital Stock of any such compliance, including as new First Tier Foreign Subsidiary be required to the calculation of Borrowing Base Value, and certifying that the representations and warranties regarding the Collateral set forth in Article 4 remain true and correct after giving effect to the addition of such Borrowing Base Propertybe so pledged), (b) an updated schedule of all Borrowing Base Properties and (c) a copy of the lease for such Real Property, a lease abstract for such Real Property, an operating statement for such Real Property, in each case certified by an officer of the Borrower as being true and correct, and such other information regarding such Real Property as the Agents may reasonably request. From and after the date of delivery of such certificate, schedule and information and so long as such Real Property continues to satisfy the eligibility criteria set forth in the definition of “Borrowing Base Property”, such Real Property shall be treated as a Borrowing Base Property hereunder. (c) Upon the inclusion of any new Mortgage Note in the computation of Borrowing Base Value, the Borrower shall (iii) deliver to the Administrative Agent the certificates representing such Mortgage NoteCapital Stock, together with an allonge assigning such Mortgage Noteundated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Group MemberLoan Party, (ii) an assignment and take such other action as may be necessary or, in the opinion of the mortgage securing such Mortgage NoteAdministrative Agent, in blankdesirable to perfect the Administrative Agent’s security interest therein, executed by a duly authorized officer of the relevant Group Member and (iii) an updated schedule of all Mortgage Notes included 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 computation of Borrowing Base ValueAdministrative Agent. (de) The Borrower willAt the request of the Administrative Agent, each Loan Party shall use commercially reasonable efforts to obtain a landlord’s agreement or bailee letter, as applicable, from the lessor of each leased property or bailee with respect to any warehouse, processor or converter facility or other location where Collateral in excess of $500,000 is stored or located, which agreement or letter 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 will cause each shall otherwise be reasonably satisfactory in form and substance to the Administrative Agent. With respect to such locations or warehouse space leased or owned as of its Subsidiaries tothe Closing Date and thereafter, cooperate with the Lenders and if the Administrative Agent and execute has not received a landlord or mortgagee agreement or bailee letter as of the Closing Date (or, if later, as of the date such further instruments and documents location is acquired or leased), the Eligible Inventory at that location shall, in the Administrative Agent’s discretion, be excluded from the Borrowing Base or be subject to such Reserves as the Lenders or may be established by the Administrative Agent in its reasonable credit judgment. After the Closing Date, no real property or warehouse space shall be leased by any Loan Party and no Inventory shall be shipped to a processor or converter under arrangements established after the Closing Date, without the prior written consent of the Administrative Agent (which consent, in the Administrative Agent’s discretion, may be conditioned upon the exclusion from the Borrowing Base of Inventory at that location or the establishment of Reserves acceptable to the Administrative Agent) or unless and until a reasonably request satisfactory landlord agreement or bailee letter, as appropriate, shall first have been obtained with respect to carry out such location. Each Loan Party shall pay and perform its material obligations under all leases and other agreements with respect to their satisfaction the transactions contemplated by this Agreement and the other Loan Documentseach leased location or public warehouse where any Collateral is or may be located.

Additional Collateral, etc. (a) With respect to any new Subsidiary Property (other than an Excluded Vehicles, cash, Cash Equivalents, Foreign Subsidiary Cash Equivalents and other assets expressly excluded from the Collateral or an Excluded Subsidiaryexcluded from the requirement that a Lien is perfected on such Property pursuant to the Security Documents) created or located in the United States acquired after the Closing Date by any Group Member Loan Party (whichother than (x) any interests in real property and any Property described in paragraph (b) of this Section 6.8, for (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 purposes last sentence of this paragraph (a), shall include any existing Subsidiary that ceases ) as to be an Excluded Foreign Subsidiary or an Excluded Subsidiary)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 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 any certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Group Member, (iii) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, (B) to take such actions necessary or advisable reasonably requests to grant to the Administrative Agent for the benefit of the Lenders Secured Parties a perfected first priority security interest in such Property and (ii) take all actions reasonably requested by the Collateral described 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 the Guarantee and Collateral Agreement 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 new SubsidiaryProperty as of the Closing Date), including including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent and Agent. Any Instrument, Certificated Security (C) to deliver 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 certificate of such Subsidiary, substantially manner reasonably satisfactory to the Administrative Agent to be held as Collateral pursuant to the relevant Security Document. (b) With respect to any fee or leasehold interest in any real property located in the form United States having a value (together with improvements thereof) of Exhibit Cat least $1,000,000 acquired or leased after the Closing Date by any Loan Party (other than (x) any such real property subject to a Lien expressly permitted by Section 7.3(g), with appropriate insertions and attachments, (y) any such leasehold interest in any retail store having a size of less than 25,000 square feet and (ivz) any such leasehold interest in any warehouse facility, distribution center or similar facility not material to the operation of the Business; provided that with respect to any warehouse facility, distribution center or similar facility where inventory in excess of $1,000,000 is located the Borrower shall, if requested by the Administrative Agent, use commercially reasonable efforts to provide a reasonably satisfactory, acknowledged bailee letter to the Administrative Agent), (i) give notice of such acquisition to the Administrative Agent and, if requested by the Administrative Agent 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 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 Administrative 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 Administrative Agent) as well as a current ALTA survey thereof, together with a surveyor’s certificate unless the title insurance policy referred to above shall not contain an exception for any matter shown by (c) With respect to any new Domestic Subsidiary that is a Material Subsidiary (and is not an Unrestricted Subsidiary) created or acquired after the Closing Date (which, for the purposes of this paragraph, shall include (x) any previously non-wholly owned Domestic Subsidiary that becomes wholly owned and is a Material Subsidiary (and is not an Unrestricted Subsidiary) and (y) any Domestic Subsidiary that was previously an Immaterial Subsidiary or an Unrestricted Subsidiary and becomes a Material Subsidiary (and is not an Unrestricted Subsidiary) or a Restricted Subsidiary, as applicable) by any Loan Party, promptly (i) give notice of such acquisition or creation to the Administrative Agent and, if requested by the Administrative Agent, execute and deliver to the Administrative Agent legal opinions relating such amendments to the matters described aboveGuarantee and Collateral Agreement or such other documents as the Administrative Agent reasonably deems 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 the Capital Stock of such new Subsidiary that is owned by such Loan Party, which opinions shall be (ii) deliver to the Administrative Agent the certificates, if any, representing such Capital Stock, together with undated stock powers, in form blank, executed and substancedelivered by a duly authorized officer of such Loan Party, and from counsel(iii) if such new Subsidiary is a wholly owned Domestic Subsidiary (and is not an Unrestricted Subsidiary or an Immaterial Subsidiary), cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement and (B) to take such actions necessary or 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 the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary (to the extent the Administrative 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, 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 satisfactory to requested by the Administrative Agent. (bd) Upon the addition of With respect to any new Real Property as first tier Foreign Subsidiary that is a Borrowing Base Property Material Subsidiary (and is not an Unrestricted Subsidiary) created or acquired after the Closing DateDate (which, for the Borrower purposes of this paragraph, shall deliver include any first-tier Foreign Subsidiary that previously was an Immaterial Subsidiary or an Unrestricted Subsidiary and becomes a Material Subsidiary or a Restricted Subsidiary, as applicable) by any Loan Party, promptly (i) give notice of such acquisition or creation to the Administrative Agent (a) a certificate of a Responsible Officer certifying that such Real Property satisfies and, if requested by the eligibility criteria set forth in the definition of “Borrowing Base Property”Administrative Agent, certifying as to compliance with the financial covenants on a pro-forma basis after giving effect to the addition of such Real Property as a Borrowing Base Property, which certificate shall include calculations in reasonable detail demonstrating such compliance, including as to the calculation of Borrowing Base Value, execute and certifying that the representations and warranties regarding the Collateral set forth in Article 4 remain true and correct after giving effect to the addition of such Borrowing Base Property, (b) an updated schedule of all Borrowing Base Properties and (c) a copy of the lease for such Real Property, a lease abstract for such Real Property, an operating statement for such Real Property, in each case certified by an officer of the Borrower as being true and correct, and such other information regarding such Real Property as the Agents may reasonably request. From and after the date of delivery of such certificate, schedule and information and so long as such Real Property continues to satisfy the eligibility criteria set forth in the definition of “Borrowing Base Property”, such Real Property shall be treated as a Borrowing Base Property hereunder. (c) Upon the inclusion of any new Mortgage Note in the computation of Borrowing Base Value, the Borrower shall (i) deliver to the Administrative Agent such Mortgage Noteamendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems necessary or reasonably advisable in order 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 the Capital Stock of such new Subsidiary that is owned by such Loan Party (provided that in no event shall more than 66% of the total outstanding voting Capital Stock of any Foreign Subsidiary be required to be so pledged), and (ii) to the extent permitted by applicable law, deliver to the Administrative Agent the certificates, if any, representing such Capital Stock, together with an allonge assigning such Mortgage Noteundated 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 relevant Group Member, (ii) an assignment reasonable opinion of the mortgage securing such Mortgage NoteAdministrative Agent, in blank, executed by a duly authorized officer necessary to perfect or ensure appropriate priority the Lien of the relevant Group Member and (iii) an updated schedule of all Mortgage Notes included in the computation of Borrowing Base Value. (d) The Borrower will, and will cause each of its Subsidiaries to, cooperate with the Lenders and the Administrative Agent and execute thereon. Notwithstanding any provision set forth herein or in any other Loan Documents to the contrary, in no event shall (x) any Foreign Subsidiary be required to guarantee the obligations of the Borrower or any Domestic Subsidiary, (y) the assets of any Foreign Subsidiary constitute security or secure, or such further instruments and documents as the Lenders assets or the Administrative Agent shall reasonably request proceeds of such assets be required to carry out be available for, payment of the obligations of the Borrower or any Domestic Subsidiary, or (z) more than 66% of the voting stock of any Foreign Subsidiary directly held by the Borrower and its Domestic Subsidiaries be required to their satisfaction be pledged to secure the transactions contemplated by this Agreement and obligations of the other Loan DocumentsBorrower or any Domestic Subsidiary.

Additional Collateral, etc. (a) With respect to any new Subsidiary (other than an Excluded Foreign Subsidiary or an Excluded Subsidiary) created or acquired If, after the Closing Date by date hereof, any Group Member (whichMaterial Subsidiary of the Borrower shall be formed, for the purposes of this paragraph (a), shall include any existing Subsidiary that ceases to be an Excluded Foreign Subsidiary acquired or an Excluded Subsidiary)capitalized, 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 as applicable, (A) a stock certificate or certificates evidencing all of the Lenders, a perfected first priority security interest in the Capital Stock issued and outstanding shares of capital stock of such new Subsidiary that is owned held by any Group Member, (ii) deliver to the Administrative Agent any certificates representing such Capital StockBorrower or its Subsidiary, together with undated stock powerspowers covering each such certificate, duly executed in blank, executed and delivered blank by a duly authorized officer of the relevant Group MemberBorrower or the Subsidiary that directly owns such capital stock, (iiiB) cause such new Subsidiary (A) to become a party supplement 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 Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent and (C) to deliver to the Administrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit C, with appropriate insertions and attachments, and (iv) if 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. (b) Upon the addition of any new Real Property as a Borrowing Base Property after the Closing Date, the Borrower shall deliver to the Administrative Agent (a) a certificate of a Responsible Officer certifying that such Real Property satisfies the eligibility criteria set forth in the definition of “Borrowing Base Property”, certifying as to compliance with the financial covenants on a pro-forma basis after giving effect to the addition of such Real Property as a Borrowing Base Property, which certificate shall include calculations in reasonable detail demonstrating such compliance, including as to the calculation of Borrowing Base Value, and certifying that the representations and warranties regarding the Collateral set forth in Article 4 remain true and correct after giving effect to the addition of such Borrowing Base Property, (b) an updated schedule of all Borrowing Base Properties and (c) a copy of the lease for such Real Property, a lease abstract for such Real Property, an operating statement for such Real Property, in each case certified by an officer of the Borrower as being true and correct, and such other information regarding such Real Property as the Agents may reasonably request. From and after the date of delivery of such certificate, schedule and information and so long as such Real Property continues to satisfy the eligibility criteria set forth in the definition of “Borrowing Base Property”, such Real Property shall be treated as a Borrowing Base Property hereunder. (c) Upon the inclusion of any new Mortgage Note in the computation of Borrowing Base Value, the Borrower shall (i) deliver to the Administrative Agent such Mortgage Note, together with an allonge assigning such Mortgage Note, in blank, executed by a duly authorized officer of the relevant Group MemberBorrower 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 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, (iiC) an assignment legal opinions with respect to the pledge of stock from the General Counsel of the mortgage securing Borrower and/or such Mortgage Noteother counsel as are reasonably satisfactory to the Administrative Agent, in blank, executed by a duly authorized officer PROVIDED that the scope of such opinions shall be no broader than the scope of the relevant Group Member opinions of such counsel delivered on the Closing Date, and (iiiD) an updated schedule of all Mortgage Notes included in the computation of Borrowing Base Value. (d) The Borrower willsuch other certificates, and will cause each of its Subsidiaries to, cooperate with the Lenders and the Administrative Agent and execute such further instruments resolutions and documents as the Lenders or the Administrative Agent may reasonably request; PROVIDED that if such Subsidiary is a Subsidiary more than 65% of the 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 Foreign Subsidiary, only 65% of the stock of such Subsidiary shall reasonably request be required to carry out be pledged pursuant to their satisfaction this subsection; PROVIDED, FURTHER, that no such Subsidiary shall be required to become a Guarantor if it is a Foreign Subsidiary; and PROVIDED, FURTHER, that no such capital stock shall be required to be pledged pursuant hereto during any Positive Security Period. In addition, the transactions contemplated by this Agreement and Borrower shall from time to time promptly take all necessary actions in the other Loan Documentsforegoing clauses (A) through (D) with respect to Subsidiaries in order to comply with the definition of "Material Subsidiary."

Additional Collateral, etc. (a) With respect to any new Subsidiary Property (other than an Excluded Vehicles, cash, Cash Equivalents, Foreign Subsidiary Cash Equivalents and other assets expressly excluded from the Collateral or an Excluded Subsidiaryexcluded from the requirement that a Lien is perfected on such Property pursuant to the Security Documents) created or located in the United States acquired after the Closing Date by any Group Member Loan Party (whichother than (x) any interests in real property and any Property described in paragraph (b) of this Section 6.8, for (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 purposes last sentence of this paragraph (a), shall include any existing Subsidiary that ceases ) as to be an Excluded Foreign Subsidiary or an Excluded Subsidiary)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 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 any certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Group Member, (iii) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, (B) to take such actions necessary or advisable reasonably requests to grant to the Administrative Agent for the benefit of the Lenders Secured Parties a perfected first priority security interest in such Property and (ii) take all actions reasonably requested by the Collateral described 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 the Guarantee and Collateral Agreement 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 new SubsidiaryProperty as of the Closing Date), including including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent and Agent. Any Instrument, Certificated Security (C) to deliver 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 certificate of such Subsidiary, substantially manner reasonably satisfactory to the Administrative Agent to be held as Collateral pursuant to the relevant Security Document. (b) With respect to any fee or leasehold interest in any real property located in the form United States having a value (together with improvements thereof) of Exhibit Cat least $1,000,000 acquired or leased after the Closing Date by any Loan Party (other than (x) any such real property subject to a Lien expressly permitted by Section 7.3(g), with appropriate insertions and attachments, (y) any such leasehold interest in any retail store having a size of less than 25,000 square feet and (ivz) any such leasehold interest in any warehouse facility, distribution center or similar facility not material to the operation of the Business; provided that with respect to any warehouse facility, distribution center or similar facility where inventory in excess of $1,000,000 is located the Borrower shall, if requested by the Administrative Agent, use commercially reasonable efforts to provide a reasonably satisfactory, acknowledged bailee letter to the Administrative Agent), (i) give notice of such acquisition to the Administrative Agent and, if requested by the Administrative Agent 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 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 Administrative 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 Administrative Agent) as well as a current ALTA survey thereof, together with a surveyor’s certificate unless the title insurance policy referred to above shall not contain an exception for any matter shown by a survey (except to the extent an existing survey has been provided and specifically incorporated into such title insurance policy), each in form and substance reasonably satisfactory to the Administrative Agent, and (B) use commercially reasonable efforts to obtain any consents or (to the extent permitted under the relevant lease for any leasehold interest) estoppels reasonably deemed necessary 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. (b) Upon . Notwithstanding the addition of any new Real Property as a Borrowing Base Property after the Closing Dateforegoing, the Borrower shall provide the Administrative Agent with prompt written notice of any warehouse facility, distribution center or other similar facility leased after the Closing Date by any Loan Party that the Borrower determines in good faith is material to the operation of its Business and, if requested by the Administrative Agent, shall take the actions described in the preceding sentence. (c) With respect to any new Domestic Subsidiary that is a Material Subsidiary (and is not an Unrestricted Subsidiary) created or acquired after the Closing Date (which, for the purposes of this paragraph, shall include (x) any previously non-wholly owned Domestic Subsidiary that becomes wholly owned and is a Material Subsidiary (and is not an Unrestricted Subsidiary) and (y) any Domestic Subsidiary that was previously an Immaterial Subsidiary or an Unrestricted Subsidiary and becomes a Material Subsidiary (and is not an Unrestricted Subsidiary) or a Restricted Subsidiary, as applicable) by any Loan Party, promptly (i) give notice of such acquisition or creation to the Administrative Agent and, if requested by the Administrative Agent, execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent reasonably deems necessary to grant to the Administrative Agent for the benefit of the Secured Parties a perfected security interest (ato the extent required by the Security Documents and with the priority required by Section 4.17) a certificate of a Responsible Officer certifying that such Real Property satisfies the eligibility criteria set forth in the definition of “Borrowing Base Property”, certifying as to compliance with the financial covenants on a pro-forma basis after giving effect to the addition Capital Stock of such Real Property as a Borrowing Base Property, which certificate shall include calculations in reasonable detail demonstrating new Subsidiary that is owned by such compliance, including as to the calculation of Borrowing Base Value, and certifying that the representations and warranties regarding the Collateral set forth in Article 4 remain true and correct after giving effect to the addition of such Borrowing Base PropertyLoan Party, (b) an updated schedule of all Borrowing Base Properties and (c) a copy of the lease for such Real Property, a lease abstract for such Real Property, an operating statement for such Real Property, in each case certified by an officer of the Borrower as being true and correct, and such other information regarding such Real Property as the Agents may reasonably request. From and after the date of delivery of such certificate, schedule and information and so long as such Real Property continues to satisfy the eligibility criteria set forth in the definition of “Borrowing Base Property”, such Real Property shall be treated as a Borrowing Base Property hereunder. (c) Upon the inclusion of any new Mortgage Note in the computation of Borrowing Base Value, the Borrower shall (iii) deliver to the Administrative Agent the certificates, if any, representing such Mortgage NoteCapital Stock, together with an allonge assigning such Mortgage Noteundated stock powers, in blank, executed and delivered by a duly authorized officer of such Loan Party, and (iii) if such new Subsidiary is a wholly owned Domestic Subsidiary (and is not an Unrestricted Subsidiary or an Immaterial Subsidiary), cause such new Subsidiary (A) to become a party to the relevant Group MemberGuarantee 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 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 Administrative 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, 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. (d) With respect to any new first tier Foreign Subsidiary that is a Material Subsidiary (and is not an Unrestricted Subsidiary) created or acquired after the Closing Date (which, for the purposes of this paragraph, shall include any first-tier Foreign Subsidiary that previously was an Immaterial Subsidiary or an Unrestricted Subsidiary and becomes a Material Subsidiary or a Restricted Subsidiary, as applicable) by any Loan Party, promptly (i) give notice of such acquisition or creation to the Administrative Agent and, if requested by the Administrative Agent, 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 advisable in order 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 the Capital Stock of such new Subsidiary that is owned by such Loan Party (provided that in no event shall more than 66% of the total outstanding voting Capital Stock of any Foreign Subsidiary be required to be so pledged), and (ii) an assignment of to the mortgage securing extent permitted by applicable law, deliver to the Administrative Agent the certificates, if any, representing such Mortgage NoteCapital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Group Member such Loan Party, and (iii) an updated schedule of all Mortgage Notes included take such other action as may be necessary or, in the computation reasonable opinion of Borrowing Base Value. (d) The Borrower willthe Administrative Agent, and will cause each necessary to perfect or ensure appropriate priority the Lien of its Subsidiaries to, cooperate with the Lenders and the Administrative Agent and execute thereon. Notwithstanding any provision set forth herein or in any other Loan Documents to the contrary, in no event shall (x) any Foreign Subsidiary be required to guarantee the obligations of the Borrower or any Domestic Subsidiary, (y) the assets of any Foreign Subsidiary constitute security or secure, or such further instruments and documents as the Lenders assets or the Administrative Agent shall reasonably request proceeds of such assets be required to carry out be available for, payment of the obligations of the Borrower or any Domestic Subsidiary, or (z) more than 66% of the voting stock of any Foreign Subsidiary directly held by the Borrower and its Domestic Subsidiaries be required to their satisfaction be pledged to secure the transactions contemplated by this Agreement and obligations of the other Loan DocumentsBorrower or any Domestic Subsidiary.