Common use of Additional Borrowers, Guarantors and Collateral Security Clause in Contracts

Additional Borrowers, Guarantors and Collateral Security. Cause: (i) each Subsidiary of any Loan Party not in existence on the Effective Date (other than any Immaterial Subsidiary and/or any Excluded Foreign Subsidiary), to execute and deliver to the Collateral Agent promptly and in any event within 30 days after the formation, acquisition or change in status thereof, (A) a Joinder Agreement, pursuant to which such Subsidiary shall be made a party to this Agreement as a Borrower or Guarantor, (B) a supplement to the Security Agreement, together with (1) certificates evidencing all of the Equity Interests of any Person owned by such Subsidiary required to be pledged under the terms of the Security Agreement, (2) undated stock powers for such Equity Interests executed in blank with signature guaranteed, and (3) such opinions of counsel as the Collateral Agent may reasonably request, (C) to the extent required under the terms of this Agreement, one or more Mortgages creating on the real property of such Subsidiary a perfected, first priority Lien (in terms of priority, subject only to Permitted Liens) on such real property and such other Real Property Deliverables as may be required by the Collateral Agent with respect to each such real property, and (D) such other agreements, instruments, approvals or other documents reasonably requested by the Collateral Agent in order to create, perfect, establish the first priority of or otherwise protect any Lien purported to be covered by any such Security Agreement or Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of such Subsidiary shall become Collateral for the Obligations; and (ii) each owner of the Equity Interests of any such Subsidiary to execute and deliver promptly and in any event within 30 days after the formation or acquisition of such Subsidiary a Pledge Amendment (as defined in the Security Agreement), together with (A) certificates evidencing all of the Equity Interests of such Subsidiary required to be pledged under the terms of the Security Agreement, (B) undated stock powers or other appropriate instruments of assignment for such Equity Interests executed in blank, (C) such opinions of counsel as the Collateral Agent may reasonably request and (D) such other agreements, instruments, approvals or other documents requested by the Collateral Agent.

Additional Borrowers, Guarantors and Collateral Security. Cause: (i) each Subsidiary of any Loan Party not in existence on the Effective Date, and each Subsidiary of any Loan Party which is a non-borrowing Subsidiary on the Effective Date (other than any Immaterial Subsidiary and/or any Excluded Foreign or upon formation or acquisition but later ceases to be a non-borrowing Subsidiary), to execute and deliver to the Collateral Agent promptly and in any event within 30 days 10 Business Days after the formation, acquisition or change in status thereof, (A) a Joinder Agreement, pursuant to which such Subsidiary shall be made a party to this Agreement as a Borrower or a Guarantor, (B) a supplement to the Security Agreement, together with (1) certificates evidencing all of the Equity Interests of any Person owned by such Subsidiary required to be pledged under the terms of the Security Agreement, (2) undated stock powers for such Equity Interests executed in blank with signature guaranteed, and (3) such opinions of counsel as the Collateral Agent may reasonably request, (C) to the extent required under the terms of this Agreement, one or more Mortgages creating on the real property of such Subsidiary a perfected, first priority Lien (in terms of priority, subject only to Permitted Specified Liens) on such real property and such other Real Property Deliverables as may be required by the Collateral Agent with respect to each such real property, and (D) such other agreements, instruments, approvals or other documents reasonably requested by the Collateral Agent in order to create, perfect, establish the first priority of or otherwise protect any Lien purported to be covered by any such Security Agreement or Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of such Subsidiary shall become Collateral for the Obligations; and (ii) each owner of the Equity Interests of any such Subsidiary to execute and deliver promptly and in any event within 30 days 10 Business Days after the formation or acquisition of such Subsidiary a Pledge Amendment (as defined in the Security Agreement), together with (A) certificates evidencing all of the Equity Interests of such Subsidiary required to be pledged under the terms of the Security Agreement, (B) undated stock powers or other appropriate instruments of assignment for such Equity Interests executed in blankblank with signature guaranteed, (C) such opinions of counsel as the Collateral Agent may reasonably request and (D) such other agreements, instruments, approvals or other documents requested by the Collateral Agent. Notwithstanding the foregoing, no Foreign Subsidiary shall be required to become a Guarantor hereunder (and, as such, shall not be required to deliver the documents required by clause (i) above; provided, however, that if the Equity Interests of a Foreign Subsidiary are owned by a Loan Party, such Loan Party shall deliver all such documents, instruments, agreements and certificates described in clause (ii) above to the Collateral Agent, and take all commercially reasonable actions reasonably requested by the Collateral Agent (including, without limitation, an execution and delivery of a pledge agreement governed by the laws of the jurisdiction of the organization of such Foreign Subsidiary if (x) such Foreign Subsidiary is domiciled in Mexico, such pledge to be delivered within 45 days after the Effective Date or formation or acquisition, as applicable, of such Subsidiary, or (y) upon the request of the Collateral Agent, if (1) such Foreign Subsidiary (on a consolidated basis with its Subsidiaries) is a Significant Subsidiary or (2) an Event of Default has occurred and is continuing, such pledge to be delivered within 45 days of the end of the first fiscal quarter such Foreign Subsidiary became a Significant Subsidiary or upon the occurrence of an Event of Default) or otherwise necessary to grant and to perfect a first-priority Lien (subject to Permitted Specified Liens) in favor of the Collateral Agent, for the benefit of the Agents and the Lenders, in 65% of the voting Equity Interests of such Foreign Subsidiary and 100% of all other Equity Interests of such Foreign Subsidiary owned by such Loan Party.

Additional Borrowers, Guarantors and Collateral Security. Cause: (i) i. each Subsidiary of any Loan Party not in existence on the Effective Date (other than any Immaterial Subsidiary and/or any Excluded Foreign Subsidiary), to execute and deliver to the Collateral Agent promptly and in any event within 30 days after the formation, acquisition or change in status thereof, (A) a Joinder Agreement, pursuant to which such Subsidiary shall be made a party to this Agreement as a Borrower or Guarantor, (B) a supplement to the Security Agreement, together with (1) certificates evidencing all of the Equity Interests of any Person owned by such Subsidiary required to be pledged under the terms of the Security Agreement, (2) undated stock powers for such Equity Interests executed in blank with signature guaranteed, and (3) such opinions of counsel as the Collateral Agent may reasonably request, (C) to the extent required under the terms of this Agreement, one or more Mortgages creating on the real property of such Subsidiary a perfected, first priority Lien (in terms of priority, subject only to Permitted Liens) on such real property and such other Real Property Deliverables as may be required by the Collateral Agent with respect to each such real property, and (D) such other agreements, instruments, approvals or other documents reasonably requested by the Collateral Agent in order to create, perfect, establish the first priority of or otherwise protect any Lien purported to be covered by any such Security Agreement or Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of such Subsidiary shall become Collateral for the Obligations; and (ii) . each owner of the Equity Interests of any such Subsidiary to execute and deliver promptly and in any event within 30 days after the formation or acquisition of such Subsidiary a Pledge Amendment (as defined in the Security Agreement), together with (A) certificates evidencing all of the Equity Interests of such Subsidiary required to be pledged under the terms of the Security Agreement, (B) undated stock powers or other appropriate instruments of assignment for such Equity Interests executed in blank, (C) such opinions of counsel as the Collateral Agent may reasonably request and (D) such other agreements, instruments, approvals or other documents requested by the Collateral Agent.

Additional Borrowers, Guarantors and Collateral Security. Cause: (i) each Subsidiary of any Loan Party not in existence (other than an Excluded Subsidiary) created or acquired after the Effective Date, and each Subsidiary of any Loan Party which is an Excluded Subsidiary on the Effective Date (other than any Immaterial Subsidiary and/or any or upon formation or acquisition but later ceases to be an Excluded Foreign Subsidiary), to execute and deliver to the Collateral Agent promptly and in any event within 10 Business Days (or, in the case of matters specified in clause (C) below, 30 days (or such later date as agreed to in writing by the Collateral Agent in its sole discretion)) after the formation, acquisition or change in status thereof, (A) a Joinder Agreement, pursuant to which such Subsidiary shall be made a party to this Agreement as a Borrower or a Guarantor, (B) a supplement to the Security Agreement, together with (1) certificates (if any) evidencing all of the Equity Interests of any Person owned by such Subsidiary required to be pledged under the terms of the applicable Security AgreementDocuments, (2) undated stock powers for such Equity Interests executed in blank with signature guaranteedblank, and (3) such opinions of counsel as the Collateral Agent may reasonably request, (C) to the extent required under the terms of this Agreement, one or more Mortgages creating on the fee owned real property of such Subsidiary a perfected, first priority Lien (in terms of priority, subject only to Permitted Specified Liens) on such real property and such other Real Property Deliverables as may be required by the Collateral Agent with respect to each such real property, and (D) such other agreements, instruments, approvals or other documents reasonably requested by the Collateral Agent in order to create, perfect, establish the first priority of or otherwise protect any Lien purported to be covered by the Security Documents (including, any such Security Agreement or Mortgage Mortgage) or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents that are applicable to the Guarantors and that all property and assets of such Subsidiary shall become Collateral for the Obligations, other than exclusions expressly set forth in the Security Documents; and (ii) each owner of the Equity Interests of any such Subsidiary to execute and deliver promptly and in any event within 30 days 10 Business Days after the formation or acquisition of such Subsidiary a Pledge Amendment (as defined in the Security Agreement), together with with (A) certificates evidencing all of the Equity Interests of such Subsidiary to the extent required to be pledged under the terms of the Security AgreementAgreement or any other applicable Security Document, (B) undated stock powers or other appropriate instruments of assignment for such Equity Interests executed in blank, (C) such opinions of counsel as the Collateral Agent may reasonably request and (D) such other agreements, instruments, approvals or other documents reasonably requested by the Collateral Agent; it being understood and agreed that there shall be no requirement to obtain or deliver security documents governed by a Law other than the Law of the United States or take perfection steps with respect to the Collateral in any jurisdiction other than the United States.

Additional Borrowers, Guarantors and Collateral Security. Cause: (i) (x) each Domestic Subsidiary of any Loan Party not in existence on the Effective Date (other than any Immaterial Subsidiary and/or any Excluded Foreign Subsidiary)Date, to execute and deliver to the Collateral Agent promptly and in any event within 30 days 5 Business Days after the formation, acquisition or change in status thereof, (A) a Joinder Agreement, pursuant to which such Subsidiary shall be made a party to this Agreement as a Borrower or a Guarantor, (B) a supplement to the Security Agreement, Agreement together with (1) certificates evidencing all of the Equity Interests of any Person owned by such Subsidiary required to be pledged under the terms of the Security Agreement, (2) undated stock powers for such Equity Interests executed in blank with signature guaranteed, and (3) such customary opinions of counsel as the Collateral Agent or the Required Lenders may reasonably request, (C) to the extent required under the terms of this Agreement, one or more Mortgages creating on the real property Material Real Property of such Subsidiary a perfected, first priority Lien (in terms of priority, subject only to Permitted Specified Liens) on such real property and such other Real Property Deliverables as may be required by the Collateral Agent or the Required Lenders with respect to each such real property, and (D) such other agreements, instruments, approvals or other documents reasonably requested by the Collateral Agent in order to create, perfect, establish the first priority of or otherwise protect any Lien purported to be covered by any such Security Agreement or Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of such Subsidiary shall become Collateral for the ObligationsObligations as and to the extent required under the Loan Documents and (y) each Subsidiary of any Loan Party not in existence on the Effective Date, to execute and deliver to the Collateral Agent promptly and in any event within 10 Business Days after the formation, acquisition or change in status thereof, any foreign equivalent agreement, instrument, approval, opinion and other documents, each satisfactory to the Collateral Agent in form and substance, as the Collateral Agent or Required Lenders may reasonably request; and (ii) (x) each Subsidiary that is an owner of the Equity Interests of any such Subsidiary to execute and deliver promptly and in any event within 30 days 10 Business Days after the formation or acquisition of such owned Subsidiary a Pledge Amendment (as defined in the Security Agreement), together with (A) to the extent certificated, certificates evidencing all of the Equity Interests of such owned Subsidiary required to be pledged under the terms of the Security Agreement, (B) undated stock powers or other appropriate instruments of assignment for such Equity Interests executed in blankblank with signature guaranteed, (C) such customary opinions of counsel as the Collateral Agent or the Required Lenders may reasonably request and (D) such other agreements, instruments, approvals or other documents requested by the Collateral Agent and (y) each Subsidiary of any Loan Party not in existence on the Effective Date, to execute and deliver promptly and in any event within 10 Business Days after the formation of acquisition thereof, any foreign equivalent agreement, instrument, approval, opinion and other documents, each satisfactory to the Collateral Agent in form and substance, as the Collateral Agent or Required Lenders may reasonably request. Notwithstanding the foregoing, no Excluded Subsidiary shall be required to become a Loan Party hereunder (and, as such, shall not be required to deliver the documents required by clause (i) above); provided, however, that (I) if the Equity Interests of a Foreign Subsidiary that is an Excluded Subsidiary are owned directly by a Loan Party, such Loan Party shall deliver all such documents, instruments, agreements (including, without limitation, at the reasonable request of the Collateral Agent (acting at the direction of the Required Lenders), a pledge agreement governed by the laws of the jurisdiction of the organization of such Excluded Subsidiary) and certificates described in clause (ii) above to the Collateral Agent, and take all commercially reasonable actions reasonably requested by the Collateral Agent (acting at the direction of the Required Lenders) or otherwise necessary to grant and to perfect a first-priority Lien (subject to Permitted Specified Liens) in favor of the Collateral Agent, for the benefit of the Agents and the Lenders, in 65% of the voting Equity Interests of such Foreign Subsidiary and 100% of all other Equity Interests of such Foreign Subsidiary owned by such Loan Party, and (II) promptly and in any event within 20 days after the effectiveness of any amendment of the Internal Revenue Code to allow for 100% of the voting Equity Interests of such Foreign Subsidiary to be pledged to the Collateral Agent without adverse tax consequences to the Loan Parties, 100% of such voting Equity Interests shall be pledged pursuant to clause (ii) above.

Additional Borrowers, Guarantors and Collateral Security. Cause: (i) each Subsidiary (other than an Excluded Subsidiary) of any Loan Party organized under the laws of any Specified Jurisdiction that is not in existence on the Effective Date, each Subsidiary of any Loan Party which is a non-borrowing Subsidiary on the Effective Date (other than or upon formation or acquisition) but later ceases to be an Excluded Subsidiary (including any Immaterial Subsidiary and/or ceasing to be an Immaterial Subsidiary pursuant to clause (iv) below), and any Excluded Foreign Subsidiary)Subsidiary organized in a jurisdiction that becomes a Specified Jurisdiction after the Effective Date, to execute and deliver to the Collateral Agent promptly and in any event within 30 days 5 Business Days after the formation, acquisition formation or change in status thereofof, or on the date of any acquisition of, such Subsidiary, (A) a Joinder Agreement, pursuant to which such Subsidiary shall be made a party to this Agreement as a Borrower or Guarantor, (B) a supplement to the Security AgreementAgreement or other Security Document, together with (1) certificates certificates, if any, evidencing all of the Equity Interests of any Person owned by such Subsidiary required to be pledged under the terms of the Security AgreementAgreement or other Security Document, (2) undated stock powers for such Equity Interests executed in blank with signature guaranteedblank, and (3) such opinions of counsel as the Collateral Agent may reasonably request, (C) to the extent required under the terms of this Agreement, one or more Mortgages creating on the fee-owned real property of such Subsidiary a perfected, first priority Lien (in terms of priority, subject only to Permitted Specified Liens) on such real property and such other Real Property Deliverables as may be reasonably required by the Collateral Agent with respect to each such real property, and (D) such other agreements, instruments, approvals or other documents reasonably requested by the Collateral Agent in order to create, perfect, establish the first priority of or otherwise protect any Lien purported to be covered by any such Security Agreement or Mortgage Document or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that substantially all property and assets of such Subsidiary shall become Collateral for the Obligations; and; (ii) each owner (that is a Loan Party) of the Equity Interests of any such Subsidiary to execute and deliver promptly and in any event within 30 days 5 Business Days, or such longer date as the Collateral Agent may agree to in its sole discretion, after the formation or acquisition of such Subsidiary a Pledge Amendment (as defined in the Security Agreement)) or comparable document pursuant to the applicable Security Document, together with (A) certificates certificates, if any, evidencing all of the Equity Interests of such Subsidiary required to be pledged under the terms of the applicable Security AgreementDocuments, (B) undated stock powers or other appropriate instruments of assignment for such certificated Equity Interests executed in blank, (C) such opinions of counsel as the Collateral Agent may reasonably request and (D) such other agreements, instruments, approvals or other documents reasonably requested by the Collateral Agent; (iii) notwithstanding the foregoing, no CFC of a U.S. Loan Party shall be required to become a Guarantor with respect to the U.S. Obligations (and, as such, shall not be required to deliver the documents required by clause (i) above to secure the U.S. Obligations) and no property or assets of any CFC shall be required to be pledged or otherwise subject to a Lien under the Loan Documents to secure the U.S. Obligations; provided, however, that if the Equity Interests of such CFC are owned by a U.S. Loan Party, such U.S. Loan Party shall deliver, all such documents, instruments, agreements (including, without limitation, at the reasonable request of the Collateral Agent, a pledge agreement governed by the laws of the jurisdiction of organization of such CFC, but only to the extent that such CFC is organized under the laws of a Specified Jurisdiction), and certificates, if any, described in clause (ii) above to the Collateral Agent, and take all commercially reasonable actions reasonably requested by the Collateral Agent or otherwise necessary to grant and to perfect a first-priority Lien (subject to Permitted Specified Liens) in favor of the Collateral Agent, for the benefit of the Secured Parties, to secure the U.S. Obligations, in sixty five percent (65%) of the voting Equity Interests of such CFC and one hundred percent (100%) of all non-voting Equity Interests of such CFC owned by such Loan Party. Nothing contained in this clause (iii) shall limit the obligation of such CFC to become a Guarantor with respect to the Obligations that do not constitute U.S. Obligations, including, without limitation, the Foreign Obligations; and (iv) if at any time and from time to time after the Effective Date, Immaterial Subsidiaries comprise or contribute, as applicable, in the aggregate more than $250,000 of the Consolidated EBITDA of the Parent and its Subsidiaries for the four consecutive fiscal quarter period most recently ended for which financial statements have been delivered or were required to have been delivered, or more than $250,000 of the revenues of the Parent and its Subsidiaries for the four consecutive fiscal quarter period most recently ended for which financial statements have been delivered or were required to have been delivered or more than $250,000 of the consolidated assets of the Parent and its Subsidiaries as of the end of the four consecutive fiscal quarter period most recently ended for which financial statements have been delivered or were required to have been delivered, then the Parent shall, not later than 30 days after the date by which financial statements for such period are required to be delivered, designate in writing to the Administrative Agent that one or more of such Subsidiaries is no longer an Immaterial Subsidiary for purposes of this Agreement to the extent required such that the foregoing condition ceases to be true.

Additional Borrowers, Guarantors and Collateral Security. Cause: (i) each Subsidiary of any Loan Party not in existence on the Effective Date, and each Subsidiary of any Loan Party which is a non-borrowing Subsidiary on the Effective Date (other than any Immaterial Subsidiary and/or any Excluded Foreign or upon formation or acquisition but later ceases to be a non-borrowing Subsidiary), to execute and deliver to the Collateral Agent promptly and in any event within 30 days 10 Business Days after the formation, acquisition or change in status thereof, (A) a Joinder Agreement, pursuant to which such Subsidiary shall be made a party to this Agreement as a Borrower or a Guarantor, (B) a supplement to the Security Agreement, together with (1) certificates evidencing all of the Equity Interests of any Person owned by such Subsidiary required to be pledged under the terms of the Security Agreement, (2) undated stock powers for such Equity Interests executed in blank with signature guaranteed, and (3) such opinions of counsel as the Collateral Agent may reasonably request, (C) to the extent required under the terms of this Agreement, one or more Mortgages creating on the real property of such Subsidiary a perfected, first priority Lien (in terms of priority, subject only to Permitted Specified Liens) on such real property and such other Real Property Deliverables as may be required by the Collateral Agent with respect to each such real property, and (D) such other agreements, instruments, approvals or other documents reasonably requested by the Collateral Agent in order to create, perfect, establish the first priority of or otherwise protect any Lien purported to be covered by any such Security Agreement or Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of such Subsidiary shall become Collateral for the Obligations; and (ii) each owner of the Equity Interests of any such Subsidiary to execute and deliver promptly and in any event within 30 days 10 Business Days after the formation or acquisition of such Subsidiary a Pledge Amendment (as defined in the Security Agreement), together with (A) certificates evidencing all of the Equity Interests of such Subsidiary required to be pledged under the terms of the Security Agreement, (B) undated stock powers or other appropriate instruments of assignment for such Equity Interests executed in blankblank with signature guaranteed, (C) such opinions of counsel as the Collateral Agent may reasonably request and (D) such other agreements, instruments, approvals or other documents requested by the Collateral Agent. Notwithstanding the foregoing, no Foreign Subsidiary shall be required to become a Guarantor hereunder (and, as such, shall not be required to deliver the documents required by clause (i) above; provided, however, that if the Equity Interests of a Foreign Subsidiary are owned by a Loan Party, such Loan Party shall deliver all such documents, instruments, agreements and certificates described in clause (ii) above to the Collateral Agent, and take all commercially reasonable actions reasonably requested by the Collateral Agent (including, without limitation, execution and delivery of a pledge agreement governed by the laws of the jurisdiction of the organization of such Foreign Subsidiary upon the request of the Collateral Agent if (1) such Foreign Subsidiary (on a consolidated basis with its Subsidiaries) is a Significant Subsidiary or (2) an Event of Default has occurred and is continuing, such pledge to be delivered within 45 days of the end of the first fiscal quarter such Foreign Subsidiary became a Significant Subsidiary or upon the occurrence of an Event of Default) or otherwise necessary to grant and to perfect a first-priority Lien (subject to Permitted Specified Liens) in favor of the Collateral Agent, for the benefit of the Agents and the Secured Parties, in 65% of the voting Equity Interests of such Foreign Subsidiary and 100% of all other Equity Interests of such Foreign Subsidiary owned by such Loan Party.

Additional Borrowers, Guarantors and Collateral Security. Cause: (i) each Subsidiary of any Loan Party not in existence on the Effective Date (other than any Immaterial Subsidiary and/or any Excluded Foreign Subsidiary), to execute and deliver to the Collateral Agent promptly and in any event within 30 days 10 Business Days after the formation, acquisition or change in status thereof, (A) a Joinder Agreement, pursuant to which such Subsidiary shall be made a party to this Agreement as a Borrower or a Guarantor, (B) a supplement to the Security Agreement, together with (1) certificates evidencing all of the Equity Interests of any Person owned by such Subsidiary required to be pledged under the terms of the Security Agreement, (2) undated stock powers for such Equity Interests executed in blank with signature guaranteed, and (3) such opinions of counsel as the Collateral Agent may reasonably request, (C) to the extent required under the terms of this Agreement, one or more Mortgages creating on the real property of such Subsidiary a perfected, first priority Lien (in terms of priority, subject only to Permitted Specified Liens) on such real property and such other Real Property Deliverables as may be required by the Collateral Agent with respect to each such real property, and (D) such other agreements, instruments, approvals or other documents reasonably requested by the Collateral Agent in order to create, perfect, establish the first priority of or otherwise protect any Lien purported to be covered by any such Security Agreement or Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of such Subsidiary shall become Collateral for the Obligations; and (ii) each owner of the Equity Interests of any such Subsidiary to execute and deliver promptly and in any event within 30 3 days after the formation or acquisition of such Subsidiary a Pledge Amendment (as defined in the Security Agreement), together with (A) certificates evidencing all of the Equity Interests of such Subsidiary required to be pledged under the terms of the Security Agreement, (B) undated stock powers or other appropriate instruments of assignment for such Equity Interests executed in blankblank with signature guaranteed, (C) such opinions of counsel as the Collateral Agent may reasonably request and (D) such other agreements, instruments, approvals or other documents requested by the Collateral Agent. Notwithstanding the foregoing, no Foreign Subsidiary shall be required to become a Guarantor hereunder (and, as such, shall not be required to deliver the documents required by clause (i) above; provided, however, that if the Equity Interests of a Foreign Subsidiary are owned by a Loan Party, such Loan Party shall deliver all such documents, instruments, agreements (including, without limitation, at the reasonable request of the Collateral Agent, a pledge agreement governed by the laws of the jurisdiction of the organization of such Foreign Subsidiary) and certificates described in clause (ii) above to the Collateral Agent, and take all commercially reasonable actions reasonably requested by the Collateral Agent or otherwise necessary to grant and to perfect a first-priority Lien (subject to Permitted Specified Liens) in favor of the Collateral Agent, for the benefit of the Agents and the Lenders, in 65% of the voting Equity Interests of such Foreign Subsidiary and 100% of all other Equity Interests of such Foreign Subsidiary owned by such Loan Party.

Additional Borrowers, Guarantors and Collateral Security. Cause: (i) each Subsidiary (other than Excluded Subsidiaries) of any Loan Party not in existence on the Effective Date (other than any Immaterial Subsidiary and/or any Excluded Foreign Subsidiary)Date, to execute and deliver to the Collateral Agent promptly and in any event within 30 calendar days (or such later date agreed to by the Collateral Agent in its reasonable discretion) after the formation, acquisition or change in status thereof, (A) a Joinder Agreement, pursuant to which such Subsidiary shall be made a party to this Agreement as a Borrower or a Guarantor, (B) a supplement to the Security Agreement, together with (1) certificates evidencing all of the Equity Interests of any Person owned by such Subsidiary required to be pledged under the terms of the Security Agreement, and (2) undated stock powers for such Equity Interests executed in blank with signature guaranteed, and (3) such opinions of counsel as the Collateral Agent may reasonably requestblank, (C) to the extent required under the terms of this Agreementa Credit Card Processor Trigger Event has occurred, one or more Mortgages creating on the real property Processor Letters with respect to any Credit Card Agreements of such Subsidiary a perfected, first priority Lien (in terms of priority, subject only to Permitted Liens) on such real property and such other Real Property Deliverables as may be required by the Collateral Agent with respect to each such real property, and (D) subject to the terms and conditions herein and the other Loan Documents, such other agreements, opinions, instruments, approvals or other documents reasonably requested by the Collateral Agent in order to create, perfectperfect (if and to the extent required to be perfected under the Loan Documents), establish the first priority (subject to Permitted Liens) of or otherwise protect any Lien purported to be covered by any such Security Agreement or Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets Collateral (as described under this clause (b)(i)) of such Subsidiary shall become Collateral for secure the ObligationsObligations (to the extent required under the Loan Documents); and (ii) each owner of the Equity Interests who is a Loan Party of any such Subsidiary (as described in clause (b)(i) above) to execute and deliver promptly and in any event within 30 calendar days after the formation or acquisition of such Subsidiary a Pledge Amendment (as defined in the Security Agreement), together with (A) any certificates evidencing all of the Equity Interests of such Subsidiary to the extent required to be pledged under the terms of the Security Agreement, (B) undated stock powers or other appropriate instruments of assignment for such Equity Interests executed in blank, and (C) such opinions of counsel as the Collateral Agent may reasonably request and (D) such other agreements, opinions, instruments, approvals or other documents reasonably requested by the Collateral Agent. Notwithstanding the foregoing, no Excluded Subsidiary shall be required to become a Guarantor hereunder (and, as such, shall not be required to deliver the documents required by clause (i) above); provided, however, that if the Equity Interests of an Excluded Subsidiary are directly owned by a Loan Party, such Loan Party shall deliver all such documents, instruments, agreements and certificates described in clause (ii) above to the Collateral Agent, and take all commercially reasonable actions reasonably requested by the Collateral Agent or otherwise necessary to grant and to perfect a first-priority Lien (subject to Permitted Specified Liens) in favor of the Collateral Agent, for the benefit of the Agents and the Lenders, in 100% of the voting Equity Interests of such Excluded Subsidiary and 100% of all other Equity Interests of such Excluded Subsidiary directly owned by such Loan Party (it being understood and agreement that no Loan Party shall be required to execute any security agreement, pledge agreement or other collateral document governed by the laws of any jurisdiction other than (i) the United States, any state thereof or the District of Columbia or (ii) Canada, or any province thereof).. The Collateral Agent may grant extensions of time for the creation or perfection of security interests in or the obtaining of insurance with respect to particular assets if and to the extent that the Collateral Agent reasonably determines, in consultation with the Administrative Borrower, that creation or perfection cannot be accomplished without undue burden, effort or expense by the time or times at which it would otherwise be required by this Agreement or any other Loan Document. In addition, it is understood and agreed that the Loan Parties shall not be required to take any action to create or perfect the security interest of the Collateral Agent: (i) in any particular assets located outside of the United States or Canada, (ii) if and to the extent that the Collateral Agent reasonably determines, in consultation with the Administrative Borrower, that the burden, effort or expense (including any mortgage, stamp, intangible, or other expense relating to such security interest) of the Loan Parties to create or perfect such security interest in such particular assets materially outweighs the benefit to the Agents and the Lenders of such creation or perfection, (iii) requiring perfection through control agreements or other control arrangements (other than control of pledged Equity Stock, Instruments, Cash Management Accounts and otherwise to the extent required under Article VIII of this Agreement or the Security Agreement, in each case, as required by the terms of this Agreement or the Security Agreement), (iv) in any vehicle or other asset subject to a certificate of title, except to the extent that a security interest therein can be perfected by filing a Form UCC-1 (or similar) financing statement under the UCC (without the requirement to list a “VIN” or similar number), (v) asset in respect of which the perfection of a security interest therein would (A) be prohibited by enforceable anti-assignment provisions set forth in any contract that is permitted or otherwise not prohibited by the terms of this Agreement and is binding on such asset at the time of its acquisition and not incurred in contemplation thereof (other than in the case of capital leases, purchase money and similar financings), (B) violate the terms of any contract relating to such asset that is permitted or otherwise not prohibited by the terms of this Agreement and is binding on such asset at the time of its acquisition and not incurred in contemplation thereof (other than in the case of capital leases, purchase money and similar financings), in each case, after giving effect to the applicable anti-assignment provisions of the UCC or other applicable Requirements of Law or (C) trigger termination of any contract relating to such asset that is permitted or otherwise not prohibited by the terms of this Agreement and is (other than in the case of capital leases, purchase money and similar financings) binding on such asset at the time of its acquisition and not incurred in contemplation thereof pursuant to any “change of control” or similar provision; it being understood that the Collateral shall include any proceeds and/or receivables arising out of any contract described in this clause to the extent the assignment of such proceeds or receivables is expressly deemed effective under the UCC or other applicable Requirements of Law notwithstanding the relevant prohibition, violation or termination right, (vi) if the perfection of a security interest in any asset would be prohibited under any applicable Requirements of Law, and (vii) other than pursuant to (A) filings pursuant to the UCC or the PPSA in the office of the secretary state (or similar central filing office) of the relevant state(s) or province where Loan Parties are organized, (B) filings with the United States and Canadian government offices with respect to Intellectual Property that constitute Collateral as expressly required by the Loan Documents, (C) delivery to the Administrative Agent, for its possession (subject to the terms of any applicable Intercreditor Agreement), of all Collateral consisting of Material Debt Instruments (as defined in the Security Agreement) and Equity Interests of the Borrower and its Subsidiaries (other than Excluded Subsidiaries), in each case, as and to the extent expressly required in the Loan Documents or (D) Mortgages (including Real Property Deliverables) and fixture filings in respect of any Material Real Estate Asset.

Additional Borrowers, Guarantors and Collateral Security. Cause: (i) each Subsidiary of any Loan Party not in existence on the Effective Date, and each Subsidiary of any Loan Party which is a PUC Restricted Subsidiary on the Effective Date (other than any Immaterial Subsidiary and/or any Excluded Foreign or upon formation or acquisition but later ceases to be a PUC Restricted Subsidiary), to execute and deliver to the Collateral Agent promptly and in any event within 30 days 10 Business Days after the formation, acquisition or change in status thereof, (A) a Joinder Agreement, pursuant to which such Subsidiary shall be made a party to this Agreement as a Borrower or a Guarantor, (B) a supplement to the Security Agreement, together with (1) certificates evidencing all of the Equity Interests of any Person owned by such Subsidiary required to be pledged under the terms of the Security Agreement, (2) undated stock powers for such Equity Interests executed in blank with signature guaranteed, and (3) such opinions of counsel as the Collateral Agent may reasonably request, (C) to the extent required under the terms of this Agreement, one or more Mortgages creating on the real property of such Subsidiary a perfected, first priority Lien (in terms of priority, subject only to Permitted Specified Liens) on such real property and such other Real Property Deliverables as may be required by the Collateral Agent with respect to each such real property, property and (D) such other agreements, instruments, approvals or other documents reasonably requested by the Collateral Agent in order to create, perfect, establish the first priority of or otherwise protect any Lien purported to be covered by any such Security Agreement or Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of such Subsidiary shall become Collateral for the Obligations; and (ii) each owner of the Equity Interests of any such Subsidiary to execute and deliver promptly and in any event within 30 days 10 Business Days after the formation or acquisition of such Subsidiary a Pledge Amendment (as defined in the Security Agreement), together with (A) certificates evidencing all of the Equity Interests of such Subsidiary required to be pledged under the terms of the Security Agreement, (B) undated stock powers or other appropriate instruments of assignment for such Equity Interests executed in blankblank with signature guaranteed, (C) such opinions of counsel as the Collateral Agent may reasonably request and (D) such other agreements, instruments, approvals or other documents requested by the Collateral Agent.

Additional Borrowers, Guarantors and Collateral Security. Cause: (i) each Subsidiary of any Loan Party (other than an Excluded Subsidiary) not in existence on the Effective Date (other than each a "New Subsidiary"), and each Excluded Subsidiary of any Immaterial Loan Party which is an Excluded Subsidiary and/or any on the Effective Date or upon formation or acquisition thereof but later ceases to be an Excluded Foreign Subsidiary), subject to clause (b)(iii) below, to execute and deliver to the Collateral Agent promptly and in any event within 30 days 10 Business Days after the formation, acquisition or change in status thereof, (A) a Joinder Agreement, pursuant to which such New Subsidiary shall be made a party to this Agreement as a Borrower or a Guarantor, (B) a supplement or other comparable document to the applicable Security AgreementDocument (or a substantially similar Security Document), together with (1) certificates (if any) evidencing all of the Equity Interests of any Person owned by such New Subsidiary required to be pledged under the terms of the Security AgreementDocument, (2) undated stock powers or stock transfer forms for such Equity Interests executed in blank with signature guaranteed, and (3) such opinions of counsel as the Collateral Agent may reasonably request, (C) to the extent required under the terms of this Agreement, one or more Mortgages creating on the real property of such owned by New Subsidiary a perfected, first priority Lien (in terms of priority, subject only to Permitted Liens) on such real property and such other Real Property Deliverables as may be required by the Collateral Agent with respect to each such real propertyReal Property, and (D) such other agreements, instruments, approvals or other documents reasonably requested by the Collateral Agent in order to create, perfect, establish the first priority (subject to Permitted Liens) of or otherwise protect any Lien purported to be covered by any such Security Agreement Document or Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of such New Subsidiary shall become Collateral for the Obligations, other than exclusions expressly set forth in the any Security Document; and (ii) each owner of the Equity Interests of any such Subsidiary to execute and deliver promptly and in any event within 30 days 10 Business Days after the formation or acquisition of such Subsidiary a Pledge Amendment (as defined in each applicable Security Document, or comparable document) or other local law security document (to the extent the Equity Interests of any such Subsidiary are not already effectively pledged or charged to the satisfaction of the Collateral Agent under the existing Security AgreementDocuments), together with (A) certificates evidencing all of the Equity Interests of such Subsidiary required to be pledged under the terms of the applicable Security AgreementDocument, (B) undated stock powers or other appropriate instruments of assignment for such Equity Interests executed in blankblank with signature guaranteed, (C) such opinions of counsel as the Collateral Agent may reasonably request and (D) such other agreements, instruments, approvals or other documents reasonably requested by the Collateral Agent. (iii) Notwithstanding the foregoing, no Excluded Foreign Subsidiary shall be required to become a Loan Party hereunder (and, as such, shall not be required to deliver the documents required by clause (i) above) and, except as provided in the proviso to this clause (b)(iii), no Equity Interests of an Excluded Foreign Subsidiary shall be required to be pledged or otherwise subject to a Lien under the Loan Documents as security for the Obligations; provided, however, that if the Equity Interests of an Excluded Foreign Subsidiary are directly owned by a Loan Party, such Loan Party shall deliver all such documents, instruments, agreements (including, without limitation, at the reasonable request of the Collateral Agent, a pledge agreement governed by the laws of the jurisdiction of the organization of such Excluded Foreign Subsidiary), and certificates described in clause (ii) above to the Collateral Agent, and take all actions reasonably requested by the Collateral Agent or otherwise necessary to grant and to perfect a first-priority Lien (subject to Permitted Liens) in favor of the Collateral Agent, as security for the Obligations, for the benefit of the Secured Parties, in sixty-five percent (65%) of the voting Equity Interests of such Excluded Foreign Subsidiary.

Additional Borrowers, Guarantors and Collateral Security. CauseSubject to any applicable limitations, exceptions or exclusions set forth in this Agreement, any Security Document or any other Loan Document, cause: (i) each Subsidiary of any Loan Party not in existence on the Effective Date (other than any Immaterial Subsidiary and/or any an Excluded Foreign Subsidiary), ) to execute and deliver to the Collateral Agent promptly and in any event event, in the case of clauses (A), (B) and (D), within 30 thirty (30) days (or such longer period reasonably agreed by the Collateral Agent) after the formation, acquisition or change in status thereof, and in the case of clause (C), within forty-five (45) days (or such longer period reasonably agreed by the Collateral Agent) after the formation, acquisition or change in status thereof, (A) a Joinder Agreement, pursuant to which such Subsidiary shall be made a party to this Agreement as a Borrower or a Guarantor, as applicable, (B) a supplement to the applicable Security Agreement, together together, as applicable, with (1) to the extent certificated, certificates evidencing all of the Equity Interests of any Person owned by such Subsidiary required to be pledged under the terms of the Security Agreement, (2) undated stock powers or other appropriate instruments of assignment for such Equity Interests executed in blank with signature guaranteed, and (3) such opinions of counsel (limited to one (1) per jurisdiction) as the Collateral Agent may reasonably request, (C) to the extent required under the terms of this Agreement, one or more Mortgages creating on the any fee-owned real property of such Subsidiary having a value in excess of $750,000 (or its equivalent in other currencies) a perfected, first priority Lien on such real property (in terms of priority, subject only to Permitted Liens) on such real property and such other Real Property Deliverables as may be reasonably required by the Collateral Agent with respect unless the Collateral Agent determines (in its reasonable discretion), upon completion of the Collateral Agent’s due diligence, that the costs to each the Loan Parties of perfecting such real propertysecurity interest are unreasonably excessive in relation to the benefits to the Agents and the Lenders afforded thereby, and (D) such other agreements, instruments, approvals or other documents reasonably requested by the Collateral Agent in order to create, perfect, establish the first priority (subject to Permitted Liens) of or otherwise protect any Lien purported to be covered by any such Security Agreement or Mortgage Document or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of such Subsidiary shall become Collateral for the ObligationsObligations other than exclusions expressly set forth in the Security Documents; and (ii) each Loan Party that is an owner of the Equity Interests of any such Subsidiary formed or acquired after the Effective Date that is required to be pledged under the terms of the Security Agreement to execute and deliver promptly and in any event within 30 thirty (30) days (or such longer period reasonably agreed by the Collateral Agent) after the formation or acquisition of such Subsidiary a Pledge Amendment (as defined in the Security Agreement), together together, as applicable, with (A) to the extent certificated, certificates evidencing all of the Equity Interests of such Subsidiary required to be pledged under the terms of the Security Agreement, (B) undated stock powers powers, stock transfer forms or other appropriate instruments of assignment for such Equity Interests executed in blankblank with signature guaranteed, (C) such opinions of counsel as the Collateral Agent may reasonably request and (D) such other agreements, instruments, approvals or other documents requested by the Collateral Agent. Notwithstanding the foregoing clauses (i) and (ii) of this Section 7.01(b), (A) no Excluded Subsidiary shall be required to become a Guarantor hereunder (and, as such, shall not be required to deliver the documents required by clause (i) above) and (B) no Subsidiary shall be required to guarantee or pledge its assets for any Obligations of a Loan Party if such guarantee or pledge reasonably be expected to cause material adverse tax consequences to the Borrower or an Affiliate thereof as reasonably determined by the Borrower and the Collateral Agent.

Additional Borrowers, Guarantors and Collateral Security. Cause: (i) each Subsidiary of any Loan Party not in existence on the Effective Date (other than any Immaterial Subsidiary and/or any Excluded Foreign Subsidiary)Date, to execute and deliver to the Collateral Agent Agents promptly and in any event within 30 days 5 Business Days (except in the case of clause (D) below) after the formation, acquisition or change in status thereof, (A) a Joinder Agreement, pursuant to which such Subsidiary shall be made a party to this Agreement as a Borrower or a Guarantor, (B) a supplement to the Security Agreement, together with (1) certificates evidencing all of the Equity Interests of any Person owned by such Subsidiary required to be pledged under the terms of the Security Agreement, (2) undated stock powers for such Equity Interests executed in blank with signature guaranteed, and (3) such opinions of counsel as the Collateral Agent may reasonably request, (C) to the extent required under the terms of this Agreement, one or more Mortgages creating on the real property of such Subsidiary a perfected, first priority Lien (in terms of priority, subject only to Permitted Specified Liens) on such real property and such other Real Property Deliverables as may be required by the Collateral Agent with respect to each such real property, (D) Credit Card Acknowledgements with respect to any Credit Card Agreements of such Subsidiary, it being agreed that the Loan Parties shall use commercially reasonable efforts to deliver such Credit Card Acknowledgments on or before the date that is 45 days following the formation, acquisition or change in status of such Subsidiary) and (DE) such other agreements, instruments, approvals or other documents reasonably requested by the Collateral any Agent in order to create, perfect, establish the first priority of or otherwise protect any Lien purported to be covered by any such Security Agreement or Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of such Subsidiary shall become Collateral for the Obligations; and (ii) each owner of the Equity Interests of any such Subsidiary to execute and deliver promptly and in any event within 30 days 5 Business Days after the formation or acquisition of such Subsidiary a Pledge Amendment (as defined in the Security Agreement), together with (A) certificates evidencing all of the Equity Interests of such Subsidiary required to be pledged under the terms of the Security Agreement, (B) undated stock powers or other appropriate instruments of assignment for such Equity Interests executed in blankblank with signature guaranteed, (C) such opinions of counsel as the Collateral Agent may reasonably request and (D) such other agreements, instruments, approvals or other documents reasonably requested by the Collateral Agent. Notwithstanding the foregoing, no Foreign Subsidiary shall be required to become a Guarantor hereunder (and, as such, shall not be required to deliver the documents required by clause (i) above); provided, however, that if the Equity Interests of a Foreign Subsidiary are owned by a Loan Party, such Loan Party shall deliver all such documents, instruments, agreements (including, without limitation, at the reasonable request of the Collateral Agent, a pledge agreement governed by the laws of the jurisdiction of the organization of such Foreign Subsidiary) and certificates described in clause (ii) above to the Collateral Agent, and take all commercially reasonable actions reasonably requested by the Collateral Agent or otherwise necessary to grant and to perfect a first-priority Lien (subject to Permitted Specified Liens) in favor of the Collateral Agent, for the benefit of the Agents and the Lenders, in 65% of the voting Equity Interests of such Foreign Subsidiary and 100% of all other Equity Interests of such Foreign Subsidiary owned by such Loan Party.

Additional Borrowers, Guarantors and Collateral Security. Cause: (ia) each Subsidiary of any Loan Party (other than an Immaterial Foreign Subsidiary, a Special Purpose Subsidiary, Orinter, Interep or the Consolid Mexico Subsidiaries) not in existence on the Effective Date (other than and each Subsidiary of any Loan 142901395v2 Party which is an Immaterial Foreign Subsidiary and/or any Excluded on the Effective Date or upon formation or acquisition but later ceases to be an Immaterial Foreign Subsidiary), to execute and deliver to the Collateral Administrative Agent promptly and in any event within 30 3 days after the formation, acquisition or change in status thereof, (A) a Joinder Agreement, pursuant to which such Subsidiary shall be made a party to this Agreement as a Borrower or a Guarantor, (B) a supplement to the Security Agreement, the Mexican Security Documents or the Brazil Security Documents, as applicable, together with (1) certificates evidencing all of the Equity Interests of any Person owned by such Subsidiary required to be pledged under the terms of the Security Agreement, the Mexican Security Documents and/or the Brazil Security Documents, as applicable, (2) unless otherwise provided under any Loan Document, undated stock powers for such Equity Interests executed in blank with signature guaranteed, and (3) such opinions of counsel as the Collateral Administrative Agent may reasonably request, (C) to the extent required under the terms of this Agreement, one or more Mortgages creating on the real property of such Subsidiary a perfected, first priority Lien (in terms of priority, subject only to Permitted Specified Liens) on such real property and such other Real Property Deliverables as may be required by the Collateral Administrative Agent with respect to each such real propertyproperty (to the extent, with respect to any leasehold Facility, the lease with respect thereto requires the payment of annual rent exceeding in the aggregate $1,000,000 or such leasehold Facility is listed in Schedule III of the Security Agreement as a chief executive office), and (D) such other agreements, instruments, approvals or other documents reasonably requested by the Collateral Administrative Agent in order to create, perfect, establish the first priority of or otherwise protect any Lien purported to be covered by any such Security Agreement or Agreement, applicable Brazil Security Document, applicable Mexican Security Document and/or Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of such Subsidiary shall become Collateral for the Obligations; and (iib) each owner of the Equity Interests of any such Subsidiary to execute and deliver promptly and in any event within 30 3 days after the formation or acquisition of such Subsidiary a Pledge Amendment (as defined in the Security Agreement), applicable Mexican Security Document and/or applicable Brazil Security Document, together with (A) certificates evidencing all of the Equity Interests of such Subsidiary required to be pledged under the terms of the Security Agreement, applicable Mexican Security Document and/or applicable Brazil Security Document, (B) unless otherwise provided under any Loan Document, undated stock powers or other appropriate instruments of assignment for such Equity Interests executed in blankblank with signature guaranteed, (C) such opinions of counsel as the Collateral Administrative Agent may reasonably request and (D) such other agreements, instruments, approvals or other documents requested by the Collateral Administrative Agent.

Additional Borrowers, Guarantors and Collateral Security. Cause: : (i) each Subsidiary of any Loan Party (other than an Immaterial Foreign Subsidiary, a Special Purpose Subsidiary, Orinter, Interep or the Consolid Mexico Subsidiaries) not in existence on the Effective Date (other than and each Subsidiary of any Loan Party which is an Immaterial Foreign Subsidiary and/or any Excluded on the Effective Date or upon formation or acquisition but later ceases to be an Immaterial Foreign Subsidiary), to execute and deliver to the Collateral Administrative Agent promptly and in any event within 30 3 days after the formation, acquisition or change in status thereof, (A) a Joinder Agreement, pursuant to which such Subsidiary shall be made a party to this Agreement as a Borrower or a Guarantor, (B) a supplement to the Security Agreement, the Mexican Security Documents or the Brazil Security Documents, as applicable, together with (1) certificates evidencing all of the Equity Interests of any Person owned by such Subsidiary required to be pledged under the terms of the Security Agreement, the Mexican Security Documents and/or the Brazil Security Documents, as applicable, (2) unless otherwise provided under any Loan Document, undated stock powers for such Equity Interests executed in blank with signature guaranteed, and (3) such opinions of counsel as the Collateral Administrative Agent may reasonably request, (C) to the extent required under the terms of this Agreement, one or more Mortgages creating on the real property of such Subsidiary a perfected, first priority Lien (in terms of priority, subject only to Permitted Specified Liens) on such real property and such other Real Property Deliverables as may be required by the Collateral Administrative Agent with respect to each such real propertyproperty (to the extent, with respect to any leasehold Facility, the lease with respect thereto requires the payment of annual rent exceeding in the aggregate $1,000,000 or such leasehold Facility is listed in Schedule III of the Security Agreement as a chief executive office), and (D) such other agreements, instruments, approvals or other documents reasonably requested by the Collateral Administrative Agent in order to create, perfect, establish the first priority of or otherwise protect any Lien purported to be covered by any such Security Agreement or Agreement, applicable Brazil Security Document, applicable Mexican Security Document and/or Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of such Subsidiary shall become Collateral for the Obligations; and and (ii) each owner of the Equity Interests of any such Subsidiary to execute and deliver promptly and in any event within 30 3 days after the formation or acquisition of such Subsidiary a Pledge Amendment (as defined in the Security Agreement), together with (A) certificates evidencing all of the Equity Interests of such Subsidiary required to be pledged under the terms of the Security Agreement, (B) undated stock powers or other appropriate instruments of assignment for such Equity Interests executed in blank, (C) such opinions of counsel as the Collateral Agent may reasonably request and (D) such other agreements, instruments, approvals or other documents requested by the Collateral Agent.of

Additional Borrowers, Guarantors and Collateral Security. Cause: (ia) Borrower and each Subsidiary of any Loan Party shall cause each of their respective direct and indirect Subsidiaries not in existence on the Effective Date (Closing Date, other than any Immaterial Subsidiary and/or any an Excluded Foreign Subsidiary), to execute and deliver to the Collateral Agent promptly and in any event within 30 three (3) days after the formation, acquisition or change in status thereof, (A1) a Joinder Agreement, pursuant to which such Subsidiary shall be made a party to this Agreement, the Pledge Agreement and Security Agreement as a Borrower or Guarantora grantor, as applicable (B) a supplement including providing supplements to the Schedules hereto); (2) supplements to each of the Security Agreement, Agreement and the Pledge Agreement together with (1A) certificates evidencing all of the Equity Interests equity interests of any Person owned by such Subsidiary required to be pledged under the terms of the Security Agreement, Pledge Agreement and (2B) undated stock powers for such Equity Interests equity interests executed in blank with signature guaranteed, and blank; (3) such opinions of counsel as the Collateral Agent may reasonably request, (C) to the extent required under the terms of this Agreement, one or more Mortgages creating on the real property Real Property of such Subsidiary a perfected, perfected first priority Lien (in terms of priority, subject only to Permitted Liens) on such real property Real Property and such other Real Property Deliverables as may be required by the Collateral Agent with respect to each such real propertyReal Property; (4) Omnibus Collateral Assignments in favor of Agent for any agreement as set forth in Section 7.11(c) below of such Subsidiary (including any consents required for the foregoing); (5) a joinder to the Intercompany Subordinated Note, pursuant to which such Subsidiary shall be made a party to the Intercompany Subordinated Note as an Affiliated Obligor (as defined therein) thereunder and (D6) such other agreements, instruments, approvals or other documents reasonably requested by the Collateral Agent in order to create, perfect, establish the first priority of or otherwise protect any Lien purported to be covered by any such Security Agreement or Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property Property and assets of such Subsidiary shall become Collateral for the Obligations; andObligations to the same extent that Property of the Borrower being parties to the Loan Documents at the Closing Date is required to be such Collateral. (iib) each To the extent Borrower acquires additional equity interests in NMG San Diego, LLC or Comprehensive Care, LLC following the Closing Date without becoming the beneficial owner of 100% of the Equity Interests of any such Subsidiary to execute and deliver promptly and in any event within 30 days after the formation or acquisition equity interests of such Subsidiary a Pledge Amendment entities, Borrower shall deliver, within ten (10) days thereafter (or such later time as defined may be agreed by the Agent in writing), supplements to each of the Security Agreement), Agreement and the Pledge Agreement together with (A1) certificates (if applicable) or transaction documents and consents evidencing all of the Equity Interests of such Subsidiary additional equity interests required to be pledged under the terms of the Security Agreement, Pledge Agreement and (B2) undated stock powers or other appropriate instruments of assignment for such Equity Interests equity interests executed in blank. To the extent Borrower becomes the beneficial owner of 100% of the equity interests of NMG San Diego, LLC, NMG Ohio, LLC, or Comprehensive Care, LLC following the Closing Date, Borrower shall cause such entities to become Guarantors under this Agreement in accordance with the requirements of Section 7.12(a). (c) If any Loan Party after the Closing Date enters into or takes delivery of any item listed in the definition of “Omnibus Collateral Assignment” in Section 1.1, such Loan Party shall promptly, in any event within three (3) Business Days, deliver an Omnibus Collateral Assignment covering such item to the Agent. (d) In the event Borrower or any other Loan Party acquires any fee owned Real Property other than comprising an Excluded Asset, Borrower shall notify the Agent of such Real Property immediately and in any event within three (3) days of such acquisition, and within 45 days (or such longer period consented to by Agent in writing), such Person shall execute and/or deliver, or cause to be executed and/or delivered, to Agent, (Cw) an appraisal of such opinions Real Property, (x) a fully executed Mortgage, in form and substance reasonably satisfactory to Agent together with an A.L.T.A. lender’s title insurance policy issued by a title insurer reasonably satisfactory to Agent, in form and substance and in an amount reasonably satisfactory to Agent insuring that the Mortgage is a valid and enforceable first priority Lien on the respective Real Property, and such Real Property is free and clear of counsel as the Collateral Agent may reasonably request all defects, encumbrances and Liens (Dother than any Permitted Liens), (y) such other agreements, instruments, approvals or other documents if requested by the Collateral Agent, an opinion of counsel to such Person in respect of such Mortgage addressed to the Agent and the Lenders in form and substance reasonably acceptable to the Agent, (z) then current A.L.T. A. surveys, certified to Agent by a licensed surveyor sufficient to allow the issuer of the lender’s title insurance policy to issue such policy without a survey exception and (aa) to the extent available or reasonably required by Agent to comply with any Requirements of Law, an environmental site assessment prepared by a qualified firm reasonably acceptable to Agent, in form and substance reasonably satisfactory to Agent.

Additional Borrowers, Guarantors and Collateral Security. Cause: (i) each Subsidiary of any Loan Party not in existence on the Effective Date, or in existence on the Effective Date (other than any Immaterial Subsidiary and/or any Excluded Foreign Subsidiary)and not a debtor and debtor-in-possession in the Chapter 11 Cases on the Effective Date, to execute and deliver to the Collateral Agent promptly and in any event within 30 days after the formation, acquisition or change in status thereof, or within two (2) Business Days of becoming a debtor and debtor-in-possession in the Chapter 11 Cases (or such later date when the Bankruptcy Court approves such Subsidiary becoming a Borrower or Guarantor hereunder to the extent necessary), (A) a Joinder Agreement, pursuant to which such Subsidiary shall be made a party to this Agreement as a Borrower or Guarantor, (B) a supplement to the each relevant Security Agreement, together with (1) certificates evidencing all of the Equity Interests of any Person owned by such Subsidiary required to be pledged under the terms of the such Security Agreement, (2) undated stock powers for such Equity Interests executed in blank with signature guaranteed, and (3) such opinions of counsel as the Collateral Agent may reasonably request, (C) to the extent required under the terms of this Agreement, one or more Mortgages creating on the real property of such Subsidiary a perfected, first priority Lien (in terms of priority, subject only to Permitted Liens) on such real property and such other Real Property Deliverables as may be required by the Collateral Agent with respect to each such real property, (D) if such Subsidiary is organized under the laws of the United Mexican States, an amendment to the relevant Mexican Security Agreement, whereby the shareholders or partners of such Subsidiary pledge their shares or equity interest in such Subsidiary in the same terms as the applicable Mexican Security Agreement, (E) if such Subsidiary is organized under the laws of the United Mexican States, an additional Mexican Security Agreement, whereby such Subsidiary pledges its assets in the same terms as the applicable Mexican Security Agreement, and (DF) such other agreements, instruments, approvals or other documents reasonably requested by the Collateral Agent in order to create, perfect, establish the first priority of or otherwise protect any Lien purported to be covered by any such Security Agreement Agreements or Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of such Subsidiary shall become Collateral for the Obligations; and (ii) each owner of the Equity Interests of any such Subsidiary to execute and deliver promptly and in any event within 30 days after the formation or acquisition of such Subsidiary a Pledge Amendment (as defined in the Security Agreement), together with (A) certificates evidencing all of the Equity Interests of such Subsidiary required to be pledged under the terms of the Security Agreement, (B) undated stock powers or other appropriate instruments of assignment for such Equity Interests executed in blank, (C) such opinions of counsel as the Collateral Agent may reasonably request and (D) such other agreements, instruments, approvals or other documents requested by the Collateral Agent.

Additional Borrowers, Guarantors and Collateral Security. Cause: (i) each Subsidiary of any Loan Party not in existence on the Effective Date (other than any Immaterial Subsidiary and/or any Excluded Foreign Subsidiary)Date, to execute and deliver to the Collateral Agent Agents promptly and in any event within 30 3 days after the formation, acquisition or change in status thereof, (A) a Joinder Agreement, pursuant to which such Subsidiary shall be made a party to this Agreement as a Borrower or a Guarantor, (B) a supplement to the Security Agreement, together with (1) certificates evidencing all of the Equity Interests of any Person owned by such Subsidiary required to be pledged under the terms of the Security Agreement, (2) undated stock powers for such Equity Interests executed in blank with signature guaranteed, and (3) such opinions of counsel as the Collateral Agent may reasonably request, (C) to the extent required under the terms of this Agreement, one or more Mortgages creating on the real property of such Subsidiary a perfected, first priority Lien (in terms of priority, subject only to Permitted Specified Liens) on such real property and such other Real Property Deliverables as may be required by the Collateral Agent with respect to each such real property, (D) Credit Card Acknowledgements with respect to any Credit Card Agreements of such Subsidiary and (DE) such other agreements, instruments, approvals or other documents reasonably requested by the Collateral any Agent in order to create, perfect, establish the first priority of or otherwise protect any Lien purported to be covered by any such Security Agreement or Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of such Subsidiary shall become Collateral for the Obligations; and (ii) each owner of the Equity Interests of any such Subsidiary to execute and deliver promptly and in any event within 30 3 days after the formation or acquisition of such Subsidiary a Pledge Amendment (as defined in the Security Agreement), together with (A) certificates evidencing all of the Equity Interests of such Subsidiary required to be pledged under the terms of the Security Agreement, (B) undated stock powers or other appropriate instruments of assignment for such Equity Interests executed in blankblank with signature guaranteed, (C) such opinions of counsel as the Collateral Agent may reasonably request and (D) such other agreements, instruments, approvals or other documents reasonably requested by the Collateral Agent. Notwithstanding the foregoing, no Foreign Subsidiary shall be required to become a Guarantor hereunder (and, as such, shall not be required to deliver the documents required by clause (i) above); provided, however, that if the Equity Interests of a Foreign Subsidiary are owned by a Loan Party, such Loan Party shall deliver all such documents, instruments, agreements (including, without limitation, at the reasonable request of the Collateral Agent, a pledge agreement governed by the laws of the jurisdiction of the organization of such Foreign Subsidiary) and certificates described in clause (ii) above to the Collateral Agent, and take all commercially reasonable actions reasonably requested by the Collateral Agent or otherwise necessary to grant and to perfect a first-priority Lien (subject to Permitted Specified Liens) in favor of the Collateral Agent, for the benefit of the Agents and the Lenders, in 65% of the voting Equity Interests of such Foreign Subsidiary and 100% of all other Equity Interests of such Foreign Subsidiary owned by such Loan Party.

Additional Borrowers, Guarantors and Collateral Security. Cause: (i) i. each Subsidiary of any Loan Party not in existence on the Effective Date May 27, 2022 (other than any Immaterial Subsidiary and/or any Excluded Foreign Subsidiary), to execute and deliver to the Collateral Agent promptly and in any event within 30 days after the formation, acquisition or change in status thereof, (A) a Joinder Agreement, pursuant to which such Subsidiary shall be made a party to this Agreement as a Borrower or Guarantor, (B) a supplement to the Security Guaranty and Collateral Agreement, together with (1) certificates evidencing all of the Equity Interests of any Person owned by such Subsidiary required to be pledged under the terms of the Security Guaranty and Collateral Agreement, (2) undated stock powers for such Equity Interests executed in blank with signature guaranteed, and (3) such opinions of counsel as the Collateral Agent at the request of the Required Lenders may reasonably request, (C) to the extent required under the terms of this Agreement, one or more Mortgages creating on the real property of such Subsidiary a perfected, first priority Lien (in terms of priority, subject only to Permitted Liens) on such real property and such other Real Property Deliverables as may be required by the Collateral Agent at the request of the Required Lenders with respect to each such real property, and (D) such other agreements, instruments, approvals or other documents reasonably requested by the Collateral Agent at the Request of the Required Lenders in order to create, perfect, establish the first priority of or otherwise protect any Lien purported to be covered by any such Security Guaranty and Collateral Agreement or a Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of such Subsidiary shall become Collateral for the Obligations; and (ii) . each owner of the Equity Interests of any such Subsidiary to execute and deliver promptly and in any event within 30 days after the formation or acquisition of such Subsidiary a Pledge Amendment (as defined in the Security Guaranty and Collateral Agreement), together with (A) certificates evidencing all of the Equity Interests of such Subsidiary required to be pledged under the terms of the Security Guaranty and Collateral Agreement, (B) undated stock powers or other appropriate instruments of assignment for such Equity Interests executed in blank, (C) such opinions of counsel as the Collateral Agent may reasonably request and (D) such other agreements, instruments, approvals or other documents requested by the Collateral Agent.

Additional Borrowers, Guarantors and Collateral Security. Cause: (i) each Subsidiary of any Loan Party not in existence on the Effective Date (other than including any Subsidiary formed as a result of an LLC Division), each Subsidiary of any Loan Party that becomes borrower or a guarantor under the Revolving Loan Documents after the Effective Date, and each Immaterial Subsidiary and/or any Excluded Foreign Subsidiary)that no longer satisfies the criteria for Immaterial Subsidiaries set forth in the definition thereof after the Effective Date, to execute and deliver to the Collateral Agent promptly and in any event within 30 3 days (or such later date acceptable to the Collateral Agent in its sole discretion) after the formation, acquisition or change in status thereof, (A) a Joinder Agreement, pursuant to which such Subsidiary shall be made a party to this Agreement as a Borrower or a Guarantor, (B) a supplement to the Security AgreementAgreement with respect to any Domestic Subsidiary, or a supplement to the applicable foreign-law governed Security Document with respect to any Foreign Subsidiary, together with (1) certificates evidencing all of the Equity Interests of any Person owned by such Subsidiary required to be pledged under the terms of the Security Agreement, (2) undated stock powers for such Equity Interests executed in blank with signature guaranteed, and (3) such opinions of counsel as the Collateral Agent may reasonably requestrequest (including, without limitation, any foreign law-governed agreements, instruments, approvals, or other documents with respect to any Foreign Subsidiary), (C) to the extent required under the terms of this Agreement, one or more Mortgages creating on the real property of such Subsidiary a perfected, first priority Lien (in terms of priority, subject only to Permitted Specified Liens) on such real property and such other Real Property Deliverables as may be required by the Collateral Agent with respect to each such real property, and (D) such other agreements, instruments, approvals or other documents (including, without limitation, any foreign law-governed agreements, instruments, approvals, or other documents with respect to any Foreign Subsidiary) reasonably requested by the Collateral Agent in order to create, perfect, establish the 120535197v14 first priority of or otherwise protect any Lien purported to be covered by any such Security Agreement Document or Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of such Subsidiary shall become Collateral for the Obligations; and (ii) each owner of the Equity Interests of any such Subsidiary to execute and deliver promptly and in any event within 30 3 days (or such later date acceptable to the Collateral Agent in its sole discretion) after the formation or acquisition of such Subsidiary a Pledge Amendment (as defined in the Security Agreement) (or, in the case of any Foreign Subsidiary, a supplemental pledge to the applicable foreign Security Document), together with (A) certificates evidencing all of the Equity Interests of such Subsidiary required to be pledged under the terms of the Security AgreementSubsidiary, (B) undated stock powers or other appropriate instruments of assignment for such Equity Interests executed in blankblank with signature guaranteed, (C) such opinions of counsel as the Collateral Agent may reasonably request (including, without limitation, opinions of foreign counsel with respect to any Foreign Subsidiary) and (D) such other agreements, instruments, approvals or other documents (including, without limitation, any foreign-law governed agreements, instruments, approvals or other documents with respect to any Foreign Subsidiary) requested by the Collateral Agent. Notwithstanding the foregoing, no Excluded Subsidiary shall be required to become a Guarantor hereunder (and, as such, shall not be required to deliver the documents required by clause (i) above); provided, however, that (I) if the Equity Interests of an Excluded Subsidiary are owned by a Loan Party, such Loan Party shall deliver all such documents, instruments, agreements (including, without limitation, at the reasonable request of the Collateral Agent, a pledge agreement governed by the laws of the jurisdiction of the organization of such Excluded Subsidiary) and certificates described in clause (ii) above to the Collateral Agent, and take all commercially reasonable actions reasonably requested by the Collateral Agent or otherwise necessary to grant and to perfect a first-priority Lien (subject to Permitted Specified Liens) in favor of the Collateral Agent, for the benefit of the Agents and the Lenders, in the Equity Interests of such Excluded Subsidiary.

Additional Borrowers, Guarantors and Collateral Security. Cause: (i) each Subsidiary of any Loan Party not in existence on the Effective Date (other than any Immaterial Subsidiary and/or any Excluded Foreign Subsidiary), to execute and deliver to the Collateral Agent promptly and in any event within 30 days after the formation, acquisition or change in status thereof, (A) a Joinder Agreement, pursuant to which such Subsidiary shall be made a party to this Agreement as a Borrower or Guarantor, (B) a supplement to the Security Agreement, together with (1) certificates evidencing all of the Equity Interests of any Person owned by such Subsidiary required to be pledged under the terms of the Security Agreement, (2) undated stock powers for such Equity Interests executed in blank with signature guaranteed, and (3) such opinions of counsel as the Collateral Agent may reasonably request, (C) to the extent required under the terms of this Agreement, one or more Mortgages creating on the real property of such Subsidiary a perfected, first priority Lien (in terms of priority, subject only to Permitted Liens) on such real property and such other Real Property Deliverables as may be required by the Collateral Agent with respect to each such real property, and (D) such other agreements, instruments, approvals or other documents reasonably requested by the Collateral Agent in order to create, perfect, establish the first priority of or otherwise protect any Lien purported to be covered by any such Security Agreement or Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of such Subsidiary shall become Collateral for the Obligations; and (ii) each owner of the Equity Interests of any such Subsidiary to execute and deliver promptly and in any event within 30 days after the formation or acquisition of such Subsidiary a Pledge Amendment (as defined in the Security Agreement), together with (A) certificates evidencing all of the Equity Interests of such Subsidiary required to be pledged under the terms of the Security Agreement, (B) undated stock powers or other appropriate instruments of assignment for such Equity Interests executed in blank, (C) such opinions of counsel as the Collateral Agent may reasonably request and (D) such other agreements, instruments, approvals or other documents requested by the Collateral Agent.

Additional Borrowers, Guarantors and Collateral Security. Cause: (i) each Subsidiary of any Loan Party not in existence on the Effective Date (other than any Immaterial Excluded Subsidiary) not in existence or not constituting a Subsidiary and/or any Excluded Foreign Subsidiary)on the Effective Date, but which later becomes a Subsidiary of a Loan Party, to execute and deliver to the Collateral Agent promptly and in any event within 30 days Business Days (or such longer period as the Collateral Agent may agree to in its reasonable discretion in writing) after the formation, acquisition or change in status thereof, (A) a Joinder AgreementAgreement (or foreign equivalent), pursuant to which such Subsidiary shall be made a party to this Agreement as a Borrower or a Guarantor, (B) a supplement to the Security AgreementAgreement (or foreign equivalent) or the Canadian Share Pledge, as applicable, together with (1) any certificates evidencing all of the certificated Equity Interests of any Person directly owned by such Subsidiary required to be pledged under the terms of the Security AgreementAgreement (or foreign equivalent) or the Canadian Share Pledge, as applicable, (but not creating any obligation to certificate any Equity Interests), (2) undated stock powers for such certificated Equity Interests executed in blank with signature guaranteedblank, and (3) such customary opinions of counsel (limited to one per applicable jurisdiction) as the Collateral Agent may reasonably request, (C) to the extent required under the terms of this Agreement, one or more Mortgages creating on the owned real property of such Subsidiary a perfected, first priority Lien (in terms of priority, subject only to Permitted Liens) on such owned real property and such other Real Property Deliverables as may reasonably be required by the Collateral Agent with respect to each such owned real property, and (D) such other agreements, instruments, approvals or other documents reasonably requested by the Collateral Agent in order to create, perfect, establish the first priority of (subject to Permitted Liens) or otherwise protect any Lien purported to be covered by any such Security Agreement (or foreign equivalent), Canadian Share Pledge or Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that a security interest in all property and assets of such Subsidiary shall become constituting Collateral for the ObligationsObligations other than exclusions and exceptions expressly set forth in this Agreement shall become subject to a Lien in favor of the Collateral Agent; and (ii) each owner Loan Party directly owning any of the Equity Interests of any such Subsidiary to execute and deliver promptly and in any event within 30 days 15 Business Days (or such longer period as the Collateral Agent may agree to in its reasonable discretion in writing) after the formation or acquisition of such Subsidiary a Pledge Amendment (as defined in the Security AgreementAgreement (or foreign equivalent) or the Canadian Share Pledge, as applicable,), together with (A) any certificates evidencing all of the Equity Interests of such Subsidiary required to be pledged under the terms of the Security AgreementAgreement (or foreign equivalent) or the Canadian Share Pledge, as applicable, (but not creating any obligation to certificate any Equity Interests), (B) undated stock powers or other appropriate instruments of assignment for such certificated Equity Interests executed in blank, (C) such customary opinions of counsel (limited to one per applicable jurisdiction) as the Collateral Agent may reasonably request and (D) such other agreements, instruments, approvals or other documents reasonably requested by the Collateral Agent including, but not limited to, those in form and substance substantially similar to those required pursuant to Section 5.03. Notwithstanding the foregoing, no Excluded Subsidiary shall be required to become a Guarantor hereunder (and, as such, shall not be required to deliver the documents required by clause (i) above); provided, however, that if the Equity Interests of a Foreign Subsidiary that is an Excluded Subsidiary are owned by a Loan Party, such Loan Party shall deliver all such documents, instruments, agreements (including, without limitation, at the reasonable request of the Collateral Agent, a pledge agreement governed by the laws of the jurisdiction of the organization of such Excluded Subsidiary) and certificates described in clause (ii) above to the Collateral Agent, and take all commercially reasonable actions reasonably requested by the Collateral Agent or otherwise necessary to grant and to perfect a first-priority Lien (subject to Permitted Liens) in favor of the Collateral Agent, for the benefit of the Agents and the Lenders, 100% (or 65% in the event that a greater percentage would be reasonably expected to cause any material adverse tax consequences to any Loan Party or its Subsidiaries) of the voting Equity Interests of such Foreign Subsidiary and 100% of all other Equity Interests of such Foreign Subsidiary owned by such Loan Party.

Additional Borrowers, Guarantors and Collateral Security. Cause: (i) each Subsidiary of any Loan Party not in existence on the Effective Date, and each Subsidiary of any Loan Party which is a non-borrowing Subsidiary on the Effective Date (other than any Immaterial Subsidiary and/or any Excluded Foreign or upon formation or acquisition but later ceases to be a non-borrowing Subsidiary), to execute and deliver to the Collateral Agent promptly and in any event within 30 days 10 Business Days (45 Business Days in the case of the matters set forth in clause (C) below) (or, in each case, such later date as agreed to in writing by the Collateral Agent in its sole discretion) after the formation, acquisition or change in status thereof, (A) a Joinder Agreement, pursuant to which such Subsidiary shall be made a party to this Agreement as a Borrower or a Guarantor, (B) a supplement to the Security Agreement, together with (1) certificates evidencing all of the Equity Interests of any Person owned by such Subsidiary required to be pledged under the terms of the Security Agreement, (2) undated stock powers for such Equity Interests executed in blank with signature guaranteed, and (3) such opinions of counsel as the Collateral Agent may reasonably request, (C) to the extent required under the terms of this Agreement, one or more Mortgages creating on the real property of such Subsidiary a perfected, first priority Lien (in terms of priority, subject only to Permitted Specified Liens) on such real property and such other Real Property Deliverables as may be reasonably required by the Collateral Agent with respect to each such real property, and (D) such other agreements, instruments, approvals or other documents reasonably requested by the Collateral Agent in order to create, perfect, establish the first priority of or otherwise protect any Lien purported to be covered by any such Security Agreement or Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of such Subsidiary shall become Collateral for the Obligations; and (ii) each owner of the Equity Interests of any such Subsidiary to execute and deliver promptly and in any event within 30 days 10 Business Days (or such later date as agreed to in writing by the Collateral Agent in its sole discretion) after the formation or acquisition of such Subsidiary a Pledge Amendment (as defined in the Security Agreement), together with (A) certificates evidencing all of the Equity Interests of such Subsidiary required to be pledged under the terms of the Security Agreement, (B) undated stock powers or other appropriate instruments of assignment for such Equity Interests executed in blankblank with signature guaranteed, (C) such opinions of counsel as the Collateral Agent may reasonably request and (D) such other agreements, instruments, approvals or other documents requested by the Collateral Agent. Notwithstanding the foregoing, no Subsidiary of a Foreign Subsidiary that is a "controlled foreign corporation" within the meaning of Section 957 of the Internal Revenue Code shall be required to become a Guarantor hereunder (and, as such, shall not be required to deliver the documents required by clause (i) above); provided, however, that if the Equity Interests of a Foreign Subsidiary are owned by a Loan Party, such Loan Party shall deliver all such documents, instruments, agreements (including, without limitation, at the reasonable request of the Collateral Agent, a pledge agreement governed by the laws of the jurisdiction of the organization of such Foreign Subsidiary) and certificates described in clause (ii) above to the Collateral Agent, and take all commercially reasonable actions reasonably requested by the Collateral Agent or otherwise necessary to grant and to perfect a first-priority Lien (subject to Permitted Specified Liens) in favor of the Collateral Agent, for the benefit of the Agents and the Lenders, in 65% of the voting Equity Interests of such Foreign Subsidiary and 100% of all other Equity Interests of such Foreign Subsidiary owned by such Loan Party. For the avoidance of doubt, the Loan Parties shall not be required to take any action in any foreign jurisdiction to create any security interest in any Collateral located or titled outside of the United States or to perfect any security interests in such Collateral to the extent the fair market value of any such Collateral (when aggregated with all Collateral located or titled outside of the United States) does not exceed $2,000,000 in the aggregate, including, without limitation, delivery of any security agreements or pledge agreements with respect to such Collateral governed by the laws of any jurisdiction other than the United States.

Additional Borrowers, Guarantors and Collateral Security. Cause: (i) each Subsidiary (other than an Excluded Subsidiary) of any Loan Party not in existence on the Effective Date and any Excluded Subsidiary who ceases to be an Excluded Subsidiary (including, without limitation, by reason of an Immaterial Subsidiary obtaining assets (other than de minimis assets) or liabilities, generating revenue or engaging in any business activity and ceasing to be an Immaterial Subsidiary and/or any Excluded Foreign Subsidiary), to execute and deliver to the Collateral Agent promptly and in any event within 30 fifteen (15) days after the formation, acquisition or change in status thereofthereof (or such later date as agreed by Collateral Agent in its sole discretion), (A) a Joinder Agreement, pursuant to which such Subsidiary shall be made a party to this Agreement as a Borrower US-DOCS\103792213.14 or a Guarantor, (B) a supplement to the Security Agreement, together with (1) certificates evidencing all of the Equity Interests of any Person owned by such Subsidiary required to be pledged under the terms of the Security Agreement, (2) undated stock powers for such Equity Interests executed in blank with signature guaranteed, and (3) such opinions of counsel as the Collateral Agent may reasonably request, (C) to the extent required under the terms of this Agreement, one or more Mortgages creating on the real property of such Subsidiary a perfected, first priority Lien (in terms of priority, subject only to Permitted Specified Liens) on such real property and such other Real Property Deliverables as may be required by the Collateral Agent with respect to each such real property, and (D) such other agreements, instruments, approvals or other documents reasonably requested by the Collateral Agent in order to create, perfect, establish the first priority of or otherwise protect any Lien purported to be covered by any such Security Agreement (to the extent provided therein) or Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of such Subsidiary shall become Collateral for the Obligations, subject to the terms of the Loan Documents; and (ii) each owner of the Equity Interests of any such Subsidiary to execute and deliver promptly and in any event within 30 fifteen (15) days after the formation or acquisition of such Subsidiary (or such later date as agreed by the Collateral Agent in its sole discretion) a Pledge Amendment (as defined in the Security Agreement), together with (A) certificates evidencing all of the Equity Interests of such Subsidiary required to be pledged under the terms of the Security Agreement, (B) undated stock powers or other appropriate instruments of assignment for such Equity Interests executed in blankblank with signature guaranteed, (C) such opinions of counsel as the Collateral Agent may reasonably request and (D) such other agreements, instruments, approvals or other documents reasonably requested by the Collateral Agent. Notwithstanding the foregoing, no Excluded Subsidiary shall be required to become a Guarantor hereunder so long as it remains an Excluded Subsidiary (and, as such, shall not be required to deliver the documents required by clause (i) above) or required to pledge any assets (including stock) it owns; provided, however, that if the Equity Interests of an Excluded Subsidiary are owned directly by a Loan Party, such Loan Party shall deliver all such documents, instruments, agreements and certificates described in clause (ii) above to the Collateral Agent, and take all commercially reasonable actions reasonably requested by the Collateral Agent or otherwise necessary to grant and to perfect a first-priority Lien (subject to Permitted Specified Liens) in favor of the Collateral Agent, for the benefit of the Agents and the Lenders, in 100% of the Equity Interests of any Excluded Subsidiary; provided that notwithstanding the foregoing such pledge shall not include in the case of an Excluded Foreign Subsidiary more than 65% (or such greater percentage that, due to a change in applicable law, (i) would not reasonably be expected to cause the undistributed earnings of such Excluded Foreign Subsidiary as determined for United States federal income tax purposes to be treated as a deemed dividend to such Excluded Foreign Subsidiary’s United States parent and (ii) would not reasonably be expected to cause any material adverse tax consequences) of the issued and outstanding shares of Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) (it being understood and agreed that the Collateral shall include 100% of the issued US-DOCS\103792213.14 and outstanding shares of Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) or other equity interest of such Excluded Foreign Subsidiary).

Additional Borrowers, Guarantors and Collateral Security. Cause: (ia) each Subsidiary of any Loan Party (other than an Immaterial Foreign Subsidiary or a Special Purpose Subsidiary) not in existence on the Effective Date, each Subsidiary of any Loan Party that becomes a borrower or a guarantor under any ABL Document after the Effective Date, and each Subsidiary of any Loan Party which is an Immaterial Foreign Subsidiary on the Effective Date (other than any or upon formation or acquisition but later ceases to be an Immaterial Subsidiary and/or any Excluded Foreign Subsidiary), to execute and deliver to the Collateral Agent promptly and in any event within 30 3 days after the ​ formation, acquisition or change in status thereof, (A) a Joinder Agreement, pursuant to which such Subsidiary shall be made a party to this Agreement as a Borrower or a Guarantor, (B) a supplement to the Security Agreement, together with (1) certificates evidencing all of the Equity Interests of any Person owned by such Subsidiary required to be pledged under the terms of the Security Agreement, (2) undated stock powers for such Equity Interests executed in blank with signature guaranteed, and (3) such opinions of counsel as the Collateral Agent may reasonably request, (C) to the extent required under the terms of this Agreement, one or more Mortgages creating on the real property of such Subsidiary a perfected, first priority Lien (in terms of priority, subject only to Permitted Specified Liens) on such real property and such other Real Property Deliverables as may be required by the Collateral Agent with respect to each such real propertyproperty (to the extent, with respect to any leasehold Facility, the lease with respect thereto requires the payment of annual rent exceeding in the aggregate $1,000,000 or such leasehold Facility is listed in Schedule III of the Security Agreement as a chief executive office), and (D) such other agreements, instruments, approvals or other documents reasonably requested by the Collateral Agent in order to create, perfect, establish the first priority of or otherwise protect any Lien purported to be covered by any such Security Agreement or Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of such Subsidiary shall become Collateral for the Obligations; and (iib) each owner of the Equity Interests of any such Subsidiary to execute and deliver promptly and in any event within 30 3 days after the formation or acquisition of such Subsidiary a Pledge Amendment (as defined in the Security Agreement), together with (A) certificates evidencing all of the Equity Interests of such Subsidiary required to be pledged under the terms of the Security Agreement, (B) undated stock powers or other appropriate instruments of assignment for such Equity Interests executed in blankblank with signature guaranteed, (C) such opinions of counsel as the Collateral Agent may reasonably request and (D) such other agreements, instruments, approvals or other documents requested by the Collateral Agent.

Additional Borrowers, Guarantors and Collateral Security. Cause: (i) each Subsidiary of any Loan Party not in existence on the Effective Date, and each Subsidiary of any Loan Party which is a non-borrowing Subsidiary on the Effective Date (other than any Immaterial Subsidiary and/or any Excluded Foreign or upon formation or acquisition but later ceases to be a non-borrowing Subsidiary), to execute and deliver to the Collateral Agent promptly and in any event within 30 days 10 Business Days (45 Business Days in the case of the matters set forth in clause (C) below) (or, in each case, such later date as agreed to in writing by the Collateral Agent in its sole discretion) after the formation, acquisition or change in status thereof, (A) a Joinder Agreement, pursuant to which such Subsidiary shall be made a party to this Agreement as a Borrower or a Guarantor, (B) a supplement to the Security Agreement, together with (1) certificates evidencing all of the Equity Interests of any Person owned by such Subsidiary required to be pledged under the terms of the Security Agreement, (2) undated stock powers for such Equity Interests executed in blank with signature guaranteed, and (3) such opinions of counsel as the Collateral Agent may reasonably request, (C) to the extent required under the terms of this Agreement, one or more Mortgages creating on the real property of such Subsidiary a perfected, first priority Lien (in terms of priority, subject only to Permitted Specified Liens) on such real property and such other Real Property Deliverables as may be reasonably required by the Collateral Agent with respect to each such real property, and (D) such other agreements, instruments, approvals or other documents reasonably requested by the Collateral Agent in order to create, perfect, establish the first priority of or otherwise protect any Lien purported to be covered by any such Security Agreement or Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of such Subsidiary shall become Collateral for the Obligations; and (ii) each owner of the Equity Interests of any such Subsidiary to execute and deliver promptly and in any event within 30 days 10 Business Days (or such later date as agreed to in writing by the Collateral Agent in its sole discretion) after the formation or acquisition of such Subsidiary a Pledge Amendment (as defined in the Security Agreement), together with (A) certificates evidencing all of the Equity Interests of such Subsidiary required to be pledged under the terms of the Security Agreement, (B) undated stock powers or other appropriate instruments of assignment for such Equity Interests executed in blankblank with signature guaranteed, (C) such opinions of counsel as the Collateral Agent may reasonably request and (D) such other agreements, instruments, approvals or other documents requested by the Collateral Agent. Notwithstanding the foregoing, the Loan Parties shall not be required to take any action in any foreign jurisdiction to create any security interest in any Collateral located or titled outside of the United States or to perfect any security interests in such Collateral to the extent the fair market value of any such Collateral (when aggregated with all Collateral located or titled outside of the United States) does not exceed $2,000,000 in the aggregate, including, without limitation, delivery of any security agreements or pledge agreements with respect to such Collateral governed by the laws of any jurisdiction other than the United States.

Additional Borrowers, Guarantors and Collateral Security. Cause: (ia) each Subsidiary of any Loan Party (other than an Immaterial Foreign Subsidiary, a Special Purpose Subsidiary or Orinter) not in existence on the Effective Date (other than and each Subsidiary of any Loan Party which is an Immaterial Foreign Subsidiary and/or any Excluded on the Effective Date or upon formation or acquisition but later ceases to be an Immaterial Foreign Subsidiary), to execute and deliver to the Collateral Administrative Agent promptly and in any event within 30 3 days after the formation, acquisition or change in status thereof, (A) a Joinder Agreement, pursuant to which such Subsidiary shall be made a party to this Agreement as a Borrower or a Guarantor, (B) a supplement to the Security AgreementAgreement or Brazil Security Document, as applicable, together with (1) certificates evidencing all of the Equity Interests of any Person owned by such Subsidiary required to be pledged under the terms of the Security AgreementAgreement and/or Brazil Security Document, as applicable, (2) undated stock powers for such Equity Interests executed in blank with signature guaranteed, and (3) such opinions of counsel as the Collateral Administrative Agent may reasonably request, (C) to the extent required under the terms of this Agreement, one or more Mortgages creating on the real property of such Subsidiary a perfected, first priority Lien (in terms of priority, subject only to Permitted Specified Liens) on such real property and such other Real Property Deliverables as may be required by the Collateral Administrative Agent with respect to each such real propertyproperty (to the extent, with respect to any leasehold Facility, the lease with respect thereto requires the payment of annual rent exceeding in the aggregate $1,000,000 or such leasehold Facility is listed in Schedule III of the Security Agreement as a chief executive office), and (D) such other agreements, instruments, approvals or other documents reasonably requested by the Collateral Administrative Agent in order to create, perfect, establish the first priority of or otherwise protect any Lien purported to be covered by any such Security Agreement or Agreement, applicable Brazil Security Document and/or Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of such Subsidiary shall become Collateral for the Obligations; and (iib) each owner of the Equity Interests of any such Subsidiary to execute and deliver promptly and in any event within 30 3 days after the formation or acquisition of such Subsidiary a Pledge Amendment (as defined in the Security Agreement)) and/or applicable Brazil Security Document, together with (A) certificates evidencing all of the Equity Interests of such Subsidiary required to be pledged under the terms of the Security AgreementAgreement and/or applicable Brazil Security Document, (B) undated stock powers or other appropriate instruments of assignment for such Equity Interests executed in blankblank with signature guaranteed, (C) such opinions of counsel as the Collateral Administrative Agent may reasonably request and (D) such other agreements, instruments, approvals or other documents requested by the Collateral Administrative Agent.

Additional Borrowers, Guarantors and Collateral Security. Cause: (i) each Subsidiary of any Loan Party not in existence on the Effective Date (other than any Immaterial Subsidiary and/or any an Excluded Foreign Subsidiary), to execute and deliver to the Collateral Agent promptly and in any event within 30 forty-five (45) days (or such longer period as the Agent may permit in its sole discretion) after the formation, acquisition or change in status thereof, (A) a Joinder Agreement, pursuant to which such Subsidiary shall be made a party to this Agreement as a Borrower or a Guarantor, (B) a supplement to the relevant Security AgreementAgreement and Foreign Security Document, together with (1) certificates evidencing all of the Equity Interests of any Person owned by such Subsidiary required to be pledged under the terms of the relevant Security AgreementAgreement and Foreign Security Document, (2) undated stock powers for such Equity Interests executed in blank with signature guaranteed, and (3) such opinions of counsel as the Collateral Agent may reasonably request, (C) to the extent required under the terms of this Agreement, one or more Mortgages creating on the real property of such Subsidiary a perfected, first priority Lien (in terms of priority, subject only to Permitted Specified Liens) on such real property and 128498985v11 such other Real Property Deliverables as may be required by the Collateral Agent with respect to each such real property, and (D) such other agreements, instruments, approvals or other documents reasonably requested by the Collateral Agent in order to create, perfect, establish the first priority of or otherwise protect any Lien purported to be covered by any such Security Agreement or Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of such Subsidiary shall become Collateral for the Obligations; and (ii) each owner of the Equity Interests of any such Subsidiary to execute and deliver promptly and in any event within 30 forty-five (45) days (or such longer period as the Agent may permit in its sole discretion) after the formation or acquisition of such Subsidiary a Pledge Amendment (as defined in the Security Agreement)) and/or applicable Foreign Security Document, together with (A) certificates evidencing all of the Equity Interests of such Subsidiary required to be pledged under the terms of the Security Agreement, (B) undated stock powers or other appropriate instruments of assignment for such Equity Interests executed in blankblank with signature guaranteed, (C) such opinions of counsel as the Collateral Agent may reasonably request and (D) such other agreements, instruments, approvals or other documents reasonably requested by the Collateral Agent. Notwithstanding the foregoing, no Excluded Subsidiary shall be required to become a Guarantor hereunder (and, as such, shall not be required to deliver the documents required by clause (i) above).

Additional Borrowers, Guarantors and Collateral Security. Cause: (i) each Subsidiary (other than Excluded Subsidiaries) of any Loan Party not in existence on the Effective Date (other than any Immaterial Subsidiary and/or any Excluded Foreign Subsidiary)Date, to execute and deliver to the Collateral Agent promptly and in any event within 30 calendar days (or such later date agreed to by the Collateral Agent in its reasonable discretion) after the formation, acquisition or change in status thereof, (A) a Joinder Agreement, pursuant to which such Subsidiary shall be made a party to this Agreement as a Borrower or a Guarantor, (B) a supplement to the Security Agreement, together with (1) certificates evidencing all of the Equity Interests of any Person owned by such Subsidiary required to be pledged under the terms of the Security Agreement, and (2) undated stock powers for such Equity Interests executed in blank with signature guaranteed, and (3) such opinions of counsel as the Collateral Agent may reasonably requestblank, (C) to the extent required under the terms of this Agreementa Credit Card Processor Trigger Event has occurred, one or more Mortgages creating on the real property Processor Letters with respect to any Credit Card Agreements of such Subsidiary a perfected, first priority Lien (in terms of priority, subject only to Permitted Liens) on such real property and such other Real Property Deliverables as may be required by the Collateral Agent with respect to each such real property, and (D) subject to the terms and conditions herein and the other Loan Documents, such other agreements, opinions, instruments, approvals or other documents reasonably requested by the Collateral Agent in order to create, perfectperfect (if and to the extent required to be perfected under the Loan Documents), establish the first priority (subject to Permitted Liens) of or otherwise protect any Lien purported to be covered by any such Security Agreement or Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets Collateral (as described under this clause (b)(i)) of such Subsidiary shall become Collateral for secure the ObligationsObligations (to the extent required under the Loan Documents); and (ii) each owner of the Equity Interests who is a Loan Party of any such Subsidiary (as described in clause (b)(i) above) to execute and deliver promptly and in any event within 30 calendar days after the formation or acquisition of such Subsidiary a Pledge Amendment (as defined in the Security Agreement), together with (A) any certificates evidencing all of the Equity Interests of such Subsidiary to the extent required to be pledged under the terms of the Security Agreement, (B) undated stock powers or other appropriate instruments of assignment for such Equity Interests executed in blank, and (C) such opinions of counsel as the Collateral Agent may reasonably request and (D) such other agreements, opinions, instruments, approvals or other documents reasonably requested by the Collateral Agent. Notwithstanding the foregoing, no Excluded Subsidiary shall be required to become a Guarantor hereunder (and, as such, shall not be required to deliver the documents required by clause (i) above); provided, however, that if the Equity Interests of an Excluded Subsidiary are directly owned by a Loan Party, such Loan Party shall deliver all such documents, instruments, agreements and certificates described in clause (ii) above to the Collateral Agent, and take all commercially reasonable actions reasonably requested by the Collateral Agent or otherwise necessary to grant and to perfect a first-priority Lien (subject to Permitted Specified Liens) in favor of the Collateral Agent, for the benefit of the Agents and the Lenders, in 100% of the voting Equity Interests of such Excluded Subsidiary and 100% of all other Equity Interests of such Excluded Subsidiary directly owned by such Loan Party (it being understood and agreement that no Loan Party shall be required to execute any security agreement, pledge agreement or other collateral document governed by the laws of any jurisdiction other than (i) the United States, any state thereof or the District of Columbia or (ii) Canada, or any province thereof). The Collateral Agent may grant extensions of time for the creation or perfection of security interests in or the obtaining of insurance with respect to particular assets if and to the extent that the Collateral Agent reasonably determines, in consultation with the Administrative Borrower, that creation or perfection cannot be accomplished without undue burden, effort or expense by the time or times at which it would otherwise be required by this Agreement or any other Loan Document. In addition, it is understood and agreed that the Loan Parties shall not be required to take any action to create or perfect the security interest of the Collateral Agent: (i) in any particular assets located outside of the United States or Canada, (ii) if and to the extent that the Collateral Agent reasonably determines, in consultation with the Administrative Borrower, that the burden, effort or expense (including any mortgage, stamp, intangible, or other expense relating to such security interest) of the Loan Parties to create or perfect such security interest in such particular assets materially outweighs the benefit to the Agents and the Lenders of such creation or perfection, (iii) requiring perfection through control agreements or other control arrangements (other than control of pledged Equity Stock, Instruments, Cash Management Accounts and otherwise to the extent required under Article VIII of this Agreement or the Security Agreement, in each case, as required by the terms of this Agreement or the Security Agreement), (iv) in any vehicle or other asset subject to a certificate of title, except to the extent that a security interest therein can be perfected by filing a Form UCC-1 (or similar) financing statement under the UCC (without the requirement to list a “VIN” or similar number), (v) asset in respect of which the perfection of a security interest therein would (A) be prohibited by enforceable anti-assignment provisions set forth in any contract that is permitted or otherwise not prohibited by the terms of this Agreement and is binding on such asset at the time of its acquisition and not incurred in contemplation thereof (other than in the case of capital leases, purchase money and similar financings), (B) violate the terms of any contract relating to such asset that is permitted or otherwise not prohibited by the terms of this Agreement and is binding on such asset at the time of its acquisition and not incurred in contemplation thereof (other than in the case of capital leases, purchase money and similar financings), in each case, after giving effect to the applicable anti-assignment provisions of the UCC or other applicable Requirements of Law or (C) trigger termination of any contract relating to such asset that is permitted or otherwise not prohibited by the terms of this Agreement and is (other than in the case of capital leases, purchase money and similar financings) binding on such asset at the time of its acquisition and not incurred in contemplation thereof pursuant to any “change of control” or similar provision; it being understood that the Collateral shall include any proceeds and/or receivables arising out of any contract described in this clause to the extent the assignment of such proceeds or receivables is expressly deemed effective under the UCC or other applicable Requirements of Law notwithstanding the relevant prohibition, violation or termination right, (vi) if the perfection of a security interest in any asset would be prohibited under any applicable Requirements of Law, and (vii) other than pursuant to (A) filings pursuant to the UCC or the PPSA in the office of the secretary state (or similar central filing office) of the relevant state(s) or province where Loan Parties are organized, (B) filings with the United States and Canadian government offices with respect to Intellectual Property that constitute Collateral as expressly required by the Loan Documents, (C) delivery to the Administrative Agent, for its possession (subject to the terms of any applicable Intercreditor Agreement), of all Collateral consisting of Material Debt Instruments (as defined in the Security Agreement) and Equity Interests of the Borrower and its Subsidiaries (other than Excluded Subsidiaries), in each case, as and to the extent expressly required in the Loan Documents or (D) Mortgages (including Real Property Deliverables) and fixture filings in respect of any Material Real Estate Asset.

Additional Borrowers, Guarantors and Collateral Security. Cause: (i) each Subsidiary (other than an Excluded Subsidiary) of any Loan Party organized under the laws of any Specified Jurisdiction that is not in existence on the Effective Date, each Subsidiary of any Loan Party which is a non-borrowing Subsidiary on the Effective Date (other than or upon formation or acquisition) but later ceases to be an Excluded Subsidiary (including any Immaterial Subsidiary and/or ceasing to be an Immaterial Subsidiary pursuant to the terms of the definition thereof), and any Excluded Foreign Subsidiary)Subsidiary organized in a jurisdiction that becomes a Specified Jurisdiction after the Effective Date, to execute and deliver to the Collateral Agent promptly and in any event within 30 days 5 Business Days after the formation, acquisition formation or change in status thereofof, or on the date of any acquisition of, such Subsidiary, (A) a Joinder Agreement, pursuant to which such Subsidiary shall be made a party to this Agreement as a Borrower or a Guarantor, (B) a supplement to the Security AgreementAgreement or other Security Document, together with (1) certificates certificates, if any, evidencing all of the Equity Interests of any Person owned by such Subsidiary required to be pledged under the terms of the Security AgreementAgreement or other Security Document, (2) undated stock powers for such Equity Interests executed in blank with signature guaranteedblank, and (3) such opinions of counsel as the Collateral Agent may reasonably request, (C) to the extent required under the terms of this Agreement, one or more Mortgages creating on the fee-owned real property of such Subsidiary a perfected, first priority Lien (in terms of priority, subject only to Permitted Specified Liens) on such real property and such other Real Property Deliverables as may be reasonably required by the Collateral Agent with respect to each such real property, and (D) such other agreements, instruments, approvals or other documents reasonably requested by the Collateral Agent in order to create, perfect, establish the first priority of or otherwise protect any Lien purported to be covered by any such Security Agreement or Mortgage Document or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that substantially all property and assets of such Subsidiary shall become Collateral for the Obligations; and; (ii) each owner (that is a Loan Party) of the Equity Interests of any such Subsidiary to execute and deliver promptly and in any event within 30 days 10 Business Days, or such longer date as the Collateral Agent may agree to in its sole discretion, after the formation or acquisition of such Subsidiary a Pledge Amendment (as defined in the Security Agreement)) or comparable document pursuant to the applicable Security Document, together with (A) certificates certificates, if any, evidencing all of the Equity Interests of such Subsidiary required to be pledged under the terms of the applicable Security AgreementDocuments, (B) undated stock powers or other appropriate instruments of assignment for such certificated Equity Interests executed in blank, (C) such opinions of counsel as the Collateral Agent may reasonably request and (D) such other agreements, instruments, approvals or other documents reasonably requested by the Collateral Agent; and (iii) notwithstanding the foregoing, no CFC of a U.S. Loan Party shall be required to become a Guarantor with respect to the U.S. Obligations (and, as such, shall not be required to deliver the documents required by clause (i) above to secure the U.S. Obligations) and no property or assets of any CFC shall be required to be pledged or otherwise subject to a Lien under the Loan Documents to secure the U.S. Obligations; provided, however, that if the Equity Interests of such CFC are owned by a U.S. Loan Party, such U.S. Loan Party shall deliver, all such documents, instruments, agreements (including, without limitation, at the reasonable request of the Collateral Agent, a pledge agreement governed by the laws of the jurisdiction of organization of such CFC, but only to the extent that such CFC is organized under the laws of a Specified Jurisdiction), and certificates, if any, described in clause (ii) above to the Collateral Agent, and take all commercially reasonable actions reasonably requested by the Collateral Agent or otherwise necessary to grant and to perfect a first-priority Lien (subject to Permitted Specified Liens) in favor of the Collateral Agent, for the benefit of the Agents and the Lenders to secure the U.S. Obligations, in sixty five percent (65%) of the voting Equity Interests of such CFC and one hundred percent (100%) of all non-voting Equity Interests of such CFC owned by such Loan Party. Nothing contained in this clause (iii) shall limit the obligation of such CFC to become a Guarantor with respect to the Obligations that do not constitute U.S. Obligations, including, without limitation, the Foreign Obligations.

Additional Borrowers, Guarantors and Collateral Security. Cause: (i) each Subsidiary of any Loan Party not in existence on the Effective Date (other than any Immaterial Subsidiary and/or any an Excluded Foreign Subsidiary), and each Subsidiary of any Loan Party which is an Excluded Subsidiary on the Effective Date or upon formation or acquisition but later ceases to be an Excluded Subsidiary, to execute and deliver to the Collateral Agent promptly and in any event within 30 days (A) with respect to any Domestic Subsidiary, 10 days, and (B) with respect to any Foreign Subsidiary, 20 days, after the formation, acquisition or change in status thereof, (A1) a Joinder Agreement, pursuant to which such Subsidiary shall be made a party to this Agreement as a Borrower or a Guarantor, (B2) a supplement to the Security Agreement, together with (1x) certificates evidencing all of the Equity Interests of any Person owned by such Subsidiary required to be pledged under the terms of the Security Agreement, (2y) undated stock powers for such Equity Interests executed in blank with signature guaranteed, and (3z) such opinions of counsel as the Collateral Agent may reasonably request, (C3) to the extent required under the terms of this Agreement, one or more Mortgages creating on the real property of such Subsidiary a perfected, first priority Lien (in terms of priority, subject only to Permitted Specified Liens) on such real property and such other Real Property Deliverables as may be required by the Collateral Agent with respect to each such real property, (4) with respect to any Foreign Subsidiary, such other foreign law security agreements, approvals, documents, filings, or registrations reasonably requested by the Collateral Agent in order to create, perfect, or establish the priority of or perfection of any lien pursuant to the applicable laws of the jurisdiction of organization of such Foreign Subsidiary, and (D5) such other agreements, instruments, approvals or other documents reasonably requested by the Collateral Agent in order to create, perfect, establish the first priority of or otherwise protect any Lien purported to be covered by any such Security Agreement or Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of such Subsidiary shall become Collateral for the Obligations; and (ii) each owner of the Equity Interests of any such Subsidiary to execute and deliver promptly and in any event within 30 days (A) with respect to any Domestic Subsidiary, 10 days, and (B) with respect to any Foreign Subsidiary, 20 days, after the formation formation, acquisition or acquisition change in status of such Subsidiary a Pledge Amendment (as defined in the Security Agreement), together with (A1) certificates evidencing all of the Equity Interests of such Subsidiary required to be pledged under the terms of the Security Agreement, (B2) undated stock powers or other appropriate instruments of assignment for such Equity Interests executed in blankblank with signature guaranteed, (C3) such opinions of counsel as the Collateral Agent may reasonably request request, (4) with respect to any Foreign Subsidiary, such other foreign law security agreements, approvals, documents, filings, or registrations reasonably requested by the Collateral Agent in order to create, perfect, or establish the priority of or perfection of any lien pursuant to the applicable laws of the jurisdiction of organization of such Foreign Subsidiary, and (D5) such other agreements, instruments, approvals or other documents requested by the Collateral Agent. Notwithstanding the foregoing, no Excluded Subsidiary shall be required to become a Guarantor hereunder (and, as such, shall not be required to deliver the documents required by clause (i) above); provided, however, that if the Equity Interests of an Excluded Subsidiary are owned by a Loan Party, such Loan Party shall deliver all such documents, instruments, agreements (including, without limitation, with respect to any Foreign Subsidiary, at the reasonable request of the Collateral Agent, a pledge agreement governed by the laws of the jurisdiction of the organization of such Foreign Subsidiary) and certificates described in clause (ii) above to the Collateral Agent, and take all commercially reasonable actions reasonably requested by the Collateral Agent or otherwise necessary to grant and to perfect a first-priority Lien (subject to Permitted Specified Liens) in favor of the Collateral Agent, for the benefit of the Agents and the Lenders, in all of the Equity Interests of such Excluded Subsidiary owned by such Loan Party.

Additional Borrowers, Guarantors and Collateral Security. Cause: (i) each Subsidiary of any Loan Party not in existence on the Effective Date (other than any Immaterial Subsidiary and/or any Excluded Foreign Subsidiary), ) to execute and deliver to the Collateral Agent promptly and in any event within 30 15 days after the formation, formation or acquisition or change in status thereof, (A) a Joinder Agreement, pursuant to which such Subsidiary shall be made a party to this Agreement as a Borrower (in the case of any Subsidiary organized in the United States or Canada, or any other jurisdiction agreed in writing by the Administrative Agent) or a Guarantor, (B) a supplement to the Security AgreementAgreement (or security documents reasonably acceptable to the Collateral Agent, in each case, governed by the laws of the organization or formation of such Subsidiary, the "Foreign Collateral Documents"), together with (1) certificates evidencing all of the Equity Interests of any Person owned by such Subsidiary required to be pledged under the terms of the applicable Security AgreementDocument, (2) undated stock powers (or equivalent) for such Equity Interests executed in blank with signature guaranteed, and (3) such customary opinions of counsel as the Collateral Agent may reasonably request, (C) to the extent required under the terms of this Agreement, one or more Mortgages creating on the real property of such Subsidiary a perfected, first priority Lien (in terms of priority, subject only to Permitted Specified Liens) on such real property and such other Real Property Deliverables as may be reasonably required by the Collateral Agent with respect to each such real property; provided, that with respect to this clause (C), such deliverables shall be required within 45 days (or such longer period as the Collateral Agent may agree to in its sole discretion) of the formation or acquisition of such new Subsidiary, (D) Credit Card Acknowledgements with respect to any Credit Card Agreements of such Subsidiary, (E) an acknowledgement to the Parent Note Intercreditor Agreement; and (DF) such other agreements, instruments, approvals or other documents reasonably requested by the Collateral Agent in order to create, perfect, establish the first priority of or otherwise protect any Lien purported to be covered by any such Security Agreement Document or Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of such Subsidiary shall become Collateral for the Obligations; and (ii) each owner of the Equity Interests of any such Subsidiary to execute and deliver promptly and in any event within 30 15 days after the formation or acquisition of such Subsidiary a Pledge Amendment (as defined in the Security Agreement)) or a similar pledge amendment constituting a Foreign Collateral Document, as applicable, together with (A) certificates evidencing all of the Equity Interests of such Subsidiary required to be pledged under the terms of the applicable Security AgreementDocument, (B) undated stock powers or other appropriate instruments of assignment for such Equity Interests executed in blankblank with signature guaranteed, (C) such customary opinions of counsel as the Collateral Agent may reasonably request and (D) such other agreements, instruments, approvals or other documents requested by the Collateral Agent. Notwithstanding anything herein or in the other Loan Documents to the contrary, the term "Collateral" shall not include, and no Loan Party is pledging, nor granting a security interest in, (i) any of such Loan Party's right, title or interest in any license, contract or agreement to which such Loan Party is a party on the Effective Date or with respect to any Subsidiary that becomes a Loan Party after the Effective Date, on such date it becomes a Loan Party (in each case, to the extent not entered into in contemplation hereof), or any of its right, title or interest thereunder to the extent, but only to the extent, that such a grant would, under the express terms of such license, contract or agreement result in a breach of the terms of, or constitute a default under, such license, contract or agreement (other than to the extent that any such term (A) has been waived or (B) would be rendered ineffective pursuant to Sections 9-406, 9-408, 9-409 of the Uniform Commercial Code or other applicable provisions of the Uniform Commercial Code or the PPSA of any relevant jurisdiction or any other applicable law (including the Debtor Relief Laws) or principles of equity); provided, that (x) immediately upon the ineffectiveness, lapse, termination or waiver of any such provision, the Collateral shall include, and such Loan Party shall be deemed to have granted a security interest in, all such right, title and interest as if such provision had never been in effect and (y) the foregoing exclusion shall in no way be construed so as to limit, impair or otherwise affect the Collateral Agent's unconditional continuing security interest in and liens upon any rights or interests of a Loan Party in or to the proceeds of, or any monies due or to become due under, any such license, contract or agreement, (ii) any intent-to-use United States trademark applications for which an amendment to allege use or statement of use has not been filed under 15 U.S.C. § 1051(c) or 15 U.S.C. § 1051(d), respectively, or if filed, has not been deemed in conformance with 15 U.S.C. § 1051(a) or examined and accepted, respectively, by the United States Patent and Trademark Office, provided that upon such filing and acceptance, such intent-to-use applications shall be included in the definition of Collateral, (iii) any asset or property right of such Loan Party of any nature to the extent that any applicable Requirement of Law prohibits the creation of a security interest thereon (other than to the extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code or other applicable provisions of the Uniform Commercial Code or the PPSA of any relevant jurisdiction or any other applicable law (including the Debtor Relief Laws) or principles of equity); provided, that (x) immediately upon the ineffectiveness, lapse, termination or waiver of any such Requirement of Law, the Collateral shall include, and such Loan Party shall be deemed to have granted a security interest in, all such right, title and interest as if such Requirement of Law had never been in effect and (y) the foregoing exclusion shall in no way be construed so as to limit, impair or otherwise affect the Collateral Agent's unconditional continuing security interest in and liens upon any rights or interests of a Loan Party in or to the proceeds of, or any monies due or to become due under, any such asset or property, (iv) Excluded Accounts, (v) any assets subject to Liens permitted by clauses (e) or (u) of the definition of "Permitted Liens" if, to the extent and for so long as the grant of the security interest on such assets would constitute or result in a breach of, a default under, the definitive documentation creating such Liens or other arrangements governing such Liens (other than to the extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code or other applicable provisions of the Uniform Commercial Code or the PPSA of any relevant jurisdiction or any other applicable law (including the Debtor Relief Laws) or principles of equity), (vi) any property or asset as to which the Collateral Agent and the Administrative Borrower reasonably agree in writing that the cost of obtaining a security interest in such asset or the perfection of such security interest are excessive in relation to the benefit to the Secured Parties of the security to be afforded thereby, (vii) all leasehold interests in real property, (viii) any fee interest in any real property with a Current Value less than $1,000,000, and (ix) commercial tort claims having a value less than $50,000 (the assets described in clauses (i) through (ix), collectively, the "Excluded Collateral").

Additional Borrowers, Guarantors and Collateral Security. Cause: (i) each Subsidiary of any Loan Party not in existence on the Effective Date, and each Subsidiary of any Loan Party which is a non-borrowing Subsidiary on the Effective Date (other than any Immaterial Subsidiary and/or any Excluded Foreign or upon formation or acquisition but later ceases to be a non-borrowing Subsidiary), to execute and deliver to the Collateral Agent promptly and in any event within 30 days 10 Business Days (45 Business Days in the case of the matters set forth in clause (C) below) (or, in each case, such later date as agreed to in writing by the Collateral Agent in its sole discretion) after the formation, acquisition or change in status thereof, (A) a Joinder Agreement, pursuant to which such Subsidiary shall be made a party to this Agreement as a Borrower or a Guarantor, (B) a supplement to the Security Agreement, together with (1) certificates evidencing all of the Equity Interests of any Person owned by such Subsidiary required to be pledged under the terms of the Security Agreement, (2) undated stock powers for such Equity Interests executed in blank with signature guaranteed, and (3) such opinions of counsel as the Collateral Agent may reasonably request, (C) to the extent required under the terms of this Agreement, one or more Mortgages creating on the real property of such Subsidiary a perfected, first priority Lien (in terms of priority, subject only to Permitted Specified Liens) on such real property and such other Real Property Deliverables as may be reasonably required by the Collateral Agent with respect to each such real property, and (D) such other agreements, instruments, approvals or other documents reasonably requested by the Collateral Agent in order to create, perfect, establish the first priority of or otherwise protect any Lien purported to be covered by any such Security Agreement or Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of such Subsidiary shall become Collateral for the Obligations; and (ii) each owner of the Equity Interests of any such Subsidiary to execute and deliver promptly and in any event within 30 days 10 Business Days (or such later date as agreed to in writing by the Collateral Agent in its sole discretion) after the formation or acquisition of such Subsidiary a Pledge Amendment (as defined in the Security Agreement), together with (A) certificates evidencing all of the Equity Interests of such Subsidiary required to be pledged under the terms of the Security Agreement, (B) undated stock powers or other appropriate instruments of assignment for such Equity Interests executed in blankblank with signature guaranteed, (C) such opinions of counsel as the Collateral Agent may reasonably request and (D) such other agreements, instruments, approvals or other documents requested by the Collateral Agent. Notwithstanding the foregoing, no Subsidiary of a Foreign Subsidiary that is a “controlled foreign corporation” within the meaning of Section 957 of the Internal Revenue Code shall be required to become a Guarantor hereunder (and, as such, shall not be required to deliver the documents required by clause (i) above); provided, however, that if the Equity Interests of a Foreign Subsidiary are owned by a Loan Party, such Loan Party shall deliver all such documents, instruments, agreements (including, without limitation, at the reasonable request of the Collateral Agent, a pledge agreement governed by the laws of the jurisdiction of the organization of such Foreign Subsidiary) and certificates described in clause (ii) above to the Collateral Agent, and take all commercially reasonable actions reasonably requested by the Collateral Agent or otherwise necessary to grant and to perfect a first-priority Lien (subject to Permitted Specified Liens) in favor of the Collateral Agent, for the benefit of the Agents and the Lenders, in 65% of the voting Equity Interests of such Foreign Subsidiary and 100% of all other Equity Interests of such Foreign Subsidiary owned by such Loan Party. For the avoidance of doubt, the Loan Parties shall not be required to take any action in any foreign jurisdiction to create any security interest in any Collateral located or titled outside of the United States or to perfect any security interests in such Collateral to the extent the fair market value of any such Collateral (when aggregated with all Collateral located or titled outside of the United States) does not exceed $2,000,000 in the aggregate, including, without limitation, delivery of any security agreements or pledge agreements with respect to such Collateral governed by the laws of any jurisdiction other than the United States.

Additional Borrowers, Guarantors and Collateral Security. Cause: (i) each Subsidiary of any Loan Party not in existence on the Effective Date (other than any Immaterial Subsidiary and/or any Excluded Foreign Subsidiary)Date, to execute and deliver to the Collateral Agent promptly and in any event within 30 days 5 Business Days after the formation, acquisition or change in status thereof, (A) a Joinder Agreement, pursuant to which such Subsidiary shall be made a party to this Agreement as a Borrower or a Guarantor, (B) a supplement to the Security Agreement, together with (1) certificates evidencing all of the Equity Interests of any Person owned by such Subsidiary required to be pledged under the terms of the Security Agreement, (2) undated stock powers for such Equity Interests executed in blank with signature guaranteed, and (3) such opinions of counsel as the Collateral Agent may reasonably request, (C) to the extent required under the terms of this Agreement, one or more Mortgages creating on the real property of such Subsidiary a perfected, first priority Lien (in terms of priority, subject only to Permitted Specified Liens) on such real property and such other Real Property Deliverables as may be required by the Collateral Agent with respect to each such real property, and (D) such other agreements, instruments, approvals or other documents reasonably requested by the Collateral Agent in order to create, perfect, establish the first priority of or otherwise protect any Lien purported to be covered by any such Security Agreement or Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of such Subsidiary shall become Collateral for the Obligations; and (ii) each owner of the Equity Interests of any such Subsidiary to execute and deliver promptly and in any event within 30 days 5 Business Days after the formation or acquisition of such Subsidiary a Pledge Amendment (as defined in the Security Agreement), together with (A) certificates evidencing all of the Equity Interests of such Subsidiary required to be pledged under the terms of the Security Agreement, (B) undated stock powers or other appropriate instruments of assignment for such Equity Interests executed in blankblank with signature guaranteed, (C) such opinions of counsel as the Collateral Agent may reasonably request and (D) such other agreements, instruments, approvals or other documents reasonably requested by the Collateral Agent.

Additional Borrowers, Guarantors and Collateral Security. Cause: (ia) each Subsidiary of any Loan Party (other than an Immaterial Foreign Subsidiary, a Special Purpose Subsidiary, Orinter, Interep or the Consolid Mexico Subsidiaries) not in existence on the Effective Date (other than and each Subsidiary of any Loan Party which is an Immaterial Foreign Subsidiary and/or any Excluded on the Effective Date or upon formation or acquisition but later ceases to be an Immaterial Foreign Subsidiary), to execute and deliver to the Collateral Administrative Agent promptly and in any event within 30 3 days after the formation, acquisition or change in status thereof, (A) a Joinder Agreement, pursuant to which such Subsidiary shall be made a party to this Agreement as a Borrower or a Guarantor, (B) a supplement to the Security Agreement, the Mexican Security Documents or the Brazil Security Documents, as applicable, together with (1) certificates evidencing all of the Equity Interests of any Person owned by such Subsidiary required to be pledged under the terms of the Security Agreement, the Mexican Security Documents and/or the Brazil Security Documents, as applicable, (2) unless otherwise provided under any Loan Document, undated stock powers for such Equity Interests executed in blank with signature guaranteed, and (3) such opinions of counsel as the Collateral Administrative Agent may reasonably request, (C) to the extent required under the terms of this Agreement, one or more Mortgages creating on the real property of such Subsidiary a perfected, first priority Lien (in terms of priority, subject only to Permitted Specified Liens) on such real property and such other Real Property Deliverables as may be required by the Collateral Administrative Agent with respect to each such real propertyproperty (to the extent, with respect to any leasehold Facility, the lease with respect thereto requires the payment of annual rent exceeding in the aggregate $1,000,000 or such leasehold Facility is listed in Schedule III of the Security Agreement as a chief executive office), and (D) such other agreements, instruments, approvals or other documents reasonably requested by the Collateral Administrative Agent in order to create, perfect, establish the first priority of or otherwise protect any Lien purported to be covered by any such Security Agreement or Agreement, applicable Brazil Security Document, applicable Mexican Security Document and/or Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of such Subsidiary shall become Collateral for the Obligations; and (iib) each owner of the Equity Interests of any such Subsidiary to execute and deliver promptly and in any event within 30 3 days after the formation or acquisition of such Subsidiary a Pledge Amendment (as defined in the Security Agreement), applicable Mexican Security Document and/or applicable Brazil Security Document, together with (A) certificates evidencing all of the Equity Interests of such Subsidiary required to be pledged under the terms of the Security Agreement, applicable Mexican Security Document and/or applicable Brazil Security Document, (B) unless otherwise provided under any Loan Document, undated stock powers or other appropriate instruments of assignment for such Equity Interests executed in blankblank with signature guaranteed, (C) such opinions of counsel as the Collateral Administrative Agent may reasonably request and (D) such other agreements, instruments, approvals or other documents requested by the Collateral Administrative Agent.. 137907439v16

Additional Borrowers, Guarantors and Collateral Security. Cause: (i) each Subsidiary of any Loan Party not in existence on the Effective Date (other than including any Subsidiary formed as a result of an LLC Division), each Subsidiary of any Loan Party that becomes borrower or a guarantor under the Revolving Loan Documents after the Effective Date, and each Immaterial Subsidiary and/or any Excluded Foreign Subsidiary)that no longer satisfies the criteria for Immaterial Subsidiaries set forth in the definition thereof after the Effective Date, to execute and deliver to the Collateral Agent promptly and in any event within 30 3 days (or such later date acceptable to the Collateral Agent in its sole discretion) after the formation, acquisition or change in status thereof, (A) a Joinder Agreement, pursuant to which such Subsidiary shall be made a party to this Agreement as a Borrower or a Guarantor, (B) a supplement to the Security AgreementAgreement with respect to any Domestic Subsidiary, or a supplement to the applicable foreign-law governed Security Document with respect to any Foreign Subsidiary, together with (1) certificates evidencing all of the Equity Interests of any Person owned by such Subsidiary required to be pledged under the terms of the Security Agreement, (2) undated stock powers for such Equity Interests executed in blank with signature guaranteed, and (3) such opinions of counsel as the Collateral Agent may reasonably requestrequest (including, without limitation, any foreign law-governed agreements, instruments, approvals, or other documents with respect to any Foreign Subsidiary), (C) to the extent required under the terms of this Agreement, one or more Mortgages creating on the real property of such Subsidiary a perfected, first priority Lien (in terms of priority, subject only to Permitted Specified Liens) on such real property and such other Real Property Deliverables as may be required by the Collateral Agent with respect to each such real property, and (D) such other agreements, instruments, approvals or other documents (including, without limitation, any foreign law-governed agreements, instruments, approvals, or other documents with respect to any Foreign Subsidiary) reasonably requested by the Collateral Agent in order to create, perfect, establish the first priority of or otherwise protect any Lien purported to be covered by any such Security Agreement Document or Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of such Subsidiary shall become Collateral for the Obligations; and (ii) each owner of the Equity Interests of any such Subsidiary to execute and deliver promptly and in any event within 30 3 days (or such later date acceptable to the Collateral Agent in its sole discretion) after the formation or acquisition of such Subsidiary a Pledge Amendment (as defined in the Security Agreement) (or, in the case of any Foreign Subsidiary, a supplemental pledge to the applicable foreign Security Document), together with (A) certificates evidencing all of the Equity Interests of such Subsidiary required to be pledged under the terms of the Security AgreementSubsidiary, (B) undated stock powers or other appropriate instruments of assignment for such Equity Interests executed in blankblank with signature guaranteed, (C) such opinions of counsel as the Collateral Agent may reasonably request (including, without limitation, opinions of foreign counsel with respect to any Foreign Subsidiary) and (D) such other agreements, instruments, approvals or other documents (including, without limitation, any foreign-law governed agreements, instruments, approvals or other documents with respect to any Foreign Subsidiary) requested by the Collateral Agent. Notwithstanding the foregoing, no Excluded Subsidiary shall be required to become a Guarantor hereunder (and, as such, shall not be required to deliver the documents required by clause (i) above); provided, however, that (I) if the Equity Interests of an Excluded Subsidiary are owned by a Loan Party, such Loan Party shall deliver all such documents, instruments, agreements (including, without limitation, at the reasonable request of the Collateral Agent, a pledge agreement governed by the laws of the jurisdiction of the organization of such Excluded Subsidiary) and certificates described in clause (ii) above to the Collateral Agent, and take all commercially reasonable actions reasonably requested by the Collateral Agent or otherwise necessary to grant and to perfect a first-priority Lien (subject to Permitted Specified Liens) in favor of the Collateral Agent, for the benefit of the Agents and the Lenders, in the Equity Interests of such Excluded Subsidiary.

Additional Borrowers, Guarantors and Collateral Security. Cause: (i) each Subsidiary of any Loan Party not in existence or not constituting a Subsidiary on the Effective Date (other than any Immaterial Date, but which later becomes a Subsidiary and/or any Excluded Foreign Subsidiary)of a Loan Party, to execute and deliver to the Collateral Agent promptly and in any event within 30 days 15 Business Days (or such longer period as the Collateral Agent may agree to in writing) after the formation, acquisition or change in status thereof, (A) a Joinder Agreement, pursuant to which such Subsidiary shall be made a party to this Agreement as a Borrower or a Guarantor, (B) a supplement to the Security Agreement, together with (1) any certificates evidencing all of the certificated Equity Interests of any Person directly owned by such Subsidiary required to be pledged under the terms of the Security AgreementAgreement (but not creating any obligation to certificate any Equity Interests),, (2) undated stock powers for such certificated Equity Interests executed in blank with signature guaranteedblank, and (3) such opinions of counsel as the Collateral Agent may reasonably request, (C) to the extent required under the terms of this Agreement, one or more Mortgages creating on the owned real property of such Subsidiary a perfected, first priority Lien (in terms of priority, subject only to Permitted Specified Liens) on such owned real property and such other Real Property Deliverables as may be required by the Collateral Agent with respect to each such owned real property, and (D) such other agreements, instruments, approvals or other documents reasonably requested by the Collateral Agent in order to create, perfect, establish the first priority of (subject to Permitted Liens) or otherwise protect any Lien purported to be covered by any such Security Agreement or Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that a security interest in all property and assets of such Subsidiary constituting Collateral shall become subject to a Lien in favor of the Collateral for the ObligationsAgent; and (ii) each owner Loan Party directly owning any of the Equity Interests of any such Subsidiary to execute and deliver promptly and in any event within 30 days 20 Business Days (or such longer period as the Collateral Agent may agree to in writing) after the formation or acquisition of such Subsidiary a Pledge Amendment (as defined in the Security Agreement), together with (A) any certificates evidencing all of the Equity Interests of such Subsidiary required to be pledged under the terms of the Security AgreementAgreement (but not creating any obligation to certificate any Equity Interests), (B) undated stock powers or other appropriate instruments of assignment for such certificated Equity Interests executed in blank, (C) such opinions of counsel as the Collateral Agent may reasonably request and (D) such other agreements, instruments, approvals or other documents reasonably requested by the Collateral Agent including, but not limited to, those in form and substance substantially similar to those required pursuant to Section 5.03. Notwithstanding the foregoing, (y) no Excluded Subsidiary shall be required to become a Loan Party hereunder (and, as such, shall not be required to deliver the documents required by clause (i) above); provided, however, that if (I) the Equity Interests of a Foreign Subsidiary that is an Excluded Subsidiary are owned by a Loan Party, such Loan Party shall deliver all such documents, instruments, agreements (including, without limitation, at the reasonable request of the Collateral Agent, a pledge agreement governed by the laws of the jurisdiction of the organization of such Excluded Subsidiary) and certificates described in clause (ii) above to the Collateral Agent, and take all commercially reasonable actions reasonably requested by the Collateral Agent or otherwise necessary to grant and to perfect a first-priority Lien (subject to Permitted Specified Liens) in favor of the Collateral Agent, for the benefit of the Agents and the Lenders, in 65% of the voting Equity Interests of such Foreign Subsidiary and 100% of all other Equity Interests of such Foreign Subsidiary owned by such Loan Party and (II) promptly and in any event within 20 days after the effectiveness of any amendment of the Internal Revenue Code to allow for 100% of the voting Equity Interests of such Foreign Subsidiary to be pledged to the Collateral Agent without material adverse tax consequences to the Administrative Borrower and its Subsidiaries (as determined by Administrative Borrower in good faith), upon the request of Collateral Agent, 100% of such voting Equity Interests shall be pledged pursuant to clause (ii) above and (z) Spire Scotland shall not be required to become a Loan Party hereunder and nor shall any Loan Party be required to create any Lien or inchoate shares pledge over the Equity Interests of Spire Scotland until the occurrence of the Spire Scotland Transfer Date, whereupon each Loan Party shall cause Spire Scotland to comply with section 7.01(b)(i) above on or before the date occurring 30 days after the occurrence of the Spire Scotland Transfer Date, provided that the only Liens which shall be created in respect of Spire Scotland shall be (AA) a Scottish floating charge granted by Spire Scotland and (BB) a Scottish shares pledge granted by Spire Global Subsidiary, Inc. in respect of the Equity Interests of Spire Scotland.

Additional Borrowers, Guarantors and Collateral Security. Cause: : (i) each Subsidiary of any Loan Party (other than an Immaterial Foreign Subsidiary, a Special Purpose Subsidiary, Orinter, Interep or the Consolid Mexico Subsidiaries) not in existence on the Effective Date (other than and each Subsidiary of any Loan Party which is an Immaterial Foreign Subsidiary and/or any Excluded on the Effective Date or upon formation or acquisition but later ceases to be an Immaterial Foreign Subsidiary), to execute and deliver to the Collateral Administrative Agent promptly and in any event within 30 3 days after the formation, acquisition or change in status thereof, (A) a Joinder Agreement, pursuant to which such Subsidiary shall be made a party to this Agreement as a Borrower or a Guarantor, (B) a supplement to the Security Agreement, the Mexican Security Documents or the Brazil Security Documents, as applicable, together with (1) certificates evidencing all of the Equity Interests of any Person owned by such Subsidiary required to be pledged under the terms of the Security Agreement, the Mexican Security Documents and/or the Brazil Security Documents, as applicable, (2) unless otherwise provided under any Loan Document, undated stock powers for such Equity Interests executed in blank with signature guaranteed, and (3) such opinions of counsel as the Collateral Administrative Agent may reasonably request, (C) to the extent required under the terms of this Agreement, one or more Mortgages creating on the real property of such Subsidiary a perfected, first priority Lien (in terms of priority, subject only to Permitted Specified Liens) on such real property and such other Real Property Deliverables as may be required by the Collateral Administrative Agent with respect to each such real propertyproperty (to the extent, with respect to any leasehold Facility, the lease with respect thereto requires the payment of annual rent exceeding in the aggregate $1,000,000 or such leasehold Facility is listed in Schedule III of the Security Agreement as a chief executive office), and (D) such other agreements, instruments, approvals or other documents reasonably requested by the Collateral Administrative Agent in order to create, perfect, establish the first priority of or otherwise protect any Lien purported to be covered by any such Security Agreement or Agreement, applicable Brazil Security Document, applicable Mexican Security Document and/or Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of such Subsidiary shall become Collateral for the Obligations; and (ii) each owner of the Equity Interests of any such Subsidiary to execute and deliver promptly and in any event within 30 days after the formation or acquisition of such Subsidiary a Pledge Amendment (as defined in the Security Agreement), together with (A) certificates evidencing all of the Equity Interests of such Subsidiary required to be pledged under the terms of the Security Agreement, (B) undated stock powers or other appropriate instruments of assignment for such Equity Interests executed in blank, (C) such opinions of counsel as the Collateral Agent may reasonably request and (D) such other agreements, instruments, approvals or other documents requested by the Collateral Agent.

Additional Borrowers, Guarantors and Collateral Security. CauseSubject to the last paragraph of this Section 7.01(b), cause: (i) each Subsidiary of any Loan Party not in existence on the Effective Date, and each Subsidiary of any Loan Party which is a non-borrowing Subsidiary on the Effective Date (other than any Immaterial Subsidiary and/or any Excluded Foreign or upon formation or acquisition but later ceases to be a non-borrowing Subsidiary), to execute and deliver to the Collateral Agent promptly and in any event within 30 3 days after the formation, acquisition or change in status thereof, (A) a Joinder Agreement, pursuant to which such Subsidiary shall be made a party to this Agreement as a Borrower or a Guarantor, (B) a supplement to the Security Agreement, together with (1) certificates evidencing all of the Equity Interests of any Person owned by such Subsidiary required to be pledged under the terms of the Security Agreement, (2) undated stock powers for such Equity Interests executed in blank with signature guaranteed, and (3) such opinions of counsel as the Collateral Origination Agent may reasonably request, (C) to the extent required under the terms of this Agreement, one or more Mortgages creating on the real property of such Subsidiary a perfected, first priority Lien (in terms of priority, subject only to Permitted Specified Liens) on such real property and such other Real Property Deliverables as may be required by the Collateral Agent with respect to each such real property, and (D) such other agreements, instruments, approvals or other documents reasonably requested by the Origination Agent and the Collateral Agent in order to create, perfect, establish the first priority of or otherwise protect any Lien purported to be covered by any such Security Agreement or Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of such Subsidiary shall become Collateral for the Obligations; and (ii) each Loan Party that is an owner of the Equity Interests of any such Subsidiary to execute and deliver promptly and in any event within 30 days 10 Business Days after the formation or acquisition of such Subsidiary a Pledge Amendment (as defined in the Security Agreement), together with (A) certificates evidencing all of the Equity Interests of such Subsidiary required to be pledged under the terms of the Security Agreement, (B) undated stock powers or other appropriate instruments of assignment for such Equity Interests executed in blankblank with signature guaranteed, (C) such opinions of counsel as the Collateral Origination Agent may reasonably request and (D) such other agreements, instruments, approvals or other documents reasonably requested by the Origination Agent. Notwithstanding the foregoing, no Foreign Subsidiary shall be required to become a Guarantor hereunder (and, as such, shall not be required to deliver the documents required by clause (i) above; provided, however, that if the Equity Interests of a Foreign Subsidiary are owned directly by a Loan Party, such Loan Party shall deliver all such documents, instruments, agreements (including, without limitation, at the reasonable request of the Origination Agent, a pledge agreement governed by the laws of the jurisdiction of the organization of such Foreign Subsidiary; provided, further, that, so long as no Event of Default has occurred and is continuing, the Origination Agent will not request such foreign law governed pledge agreement with respect to any Subsidiary that represents less than 5.00% of the consolidated total revenue of the Parent and its Subsidiaries) and certificates described in clause (ii) above to the Collateral Agent, and take all commercially reasonable actions reasonably requested by the Collateral Agent or otherwise necessary to grant and to perfect a first-priority Lien (subject to Permitted Specified Liens) in favor of the Collateral Agent, for the benefit of the Agents and the Lenders, in 65% of the voting Equity Interests of such Foreign Subsidiary and 100% of all other Equity Interests of such Foreign Subsidiary owned directly by such Loan Party.

Additional Borrowers, Guarantors and Collateral Security. Cause: (i) each Subsidiary of any Loan Party not in existence on the Effective Date, and each Subsidiary of any Loan Party which is a non-borrowing Subsidiary on the Effective Date (other than any Immaterial Subsidiary and/or any Excluded Foreign or upon formation or acquisition but later ceases to be a non-borrowing Subsidiary), to execute and deliver to the Collateral Agent promptly and in any event within 30 days 10 Business Days (45 Business Days in the case of the matters set forth in clause (C) below) (or, in each case, such later date as agreed to in writing by the Collateral Agent in its sole discretion) after the formation, acquisition or change in status thereof, (A) a Joinder Agreement, pursuant to which such Subsidiary shall be made a party to this Agreement as a Borrower or a Guarantor, (B) a supplement to the Security Agreement, together with (1) certificates evidencing all of the Equity Interests of any Person owned by such Subsidiary required to be pledged under the terms of the Security Agreement, (2) undated stock powers for such Equity Interests executed in blank with signature guaranteed, and (3) such opinions of counsel as the Collateral Agent may reasonably request, (C) to the extent required under the terms of this Agreement, one or more Mortgages creating on the real property of such Subsidiary a perfected, first priority Lien (in terms of priority, subject only to Permitted Specified Liens) on such real property and such other Real Property Deliverables as may be reasonably required by the Collateral Agent with respect to each such real property, and (D) such other agreements, instruments, approvals or other documents reasonably requested by the Collateral Agent in order to create, perfect, establish the first priority of or otherwise protect any Lien purported to be covered by any such Security Agreement or Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of such Subsidiary shall become Collateral for the Obligations; and (ii) each owner of the Equity Interests of any such Subsidiary to execute and deliver promptly and in any event within 30 days 10 Business Days (or such later date as agreed to in writing by the Collateral Agent in its sole discretion) after the formation or acquisition of such such Subsidiary a Pledge Amendment (as defined in the Security Agreement), together with (A) certificates evidencing all of the Equity Interests of such Subsidiary required to be pledged under the terms of the Security Agreement, (B) undated stock powers or other appropriate instruments of assignment for such Equity Interests executed in blankblank with signature guaranteed, (C) such opinions of counsel as the Collateral Agent may reasonably request and (D) such other agreements, instruments, approvals or other documents requested by the Collateral Agent. Notwithstanding the foregoing, no Subsidiary of a Foreign Subsidiary that is a "controlled foreign corporation" within the meaning of Section 957 of the Internal Revenue Code shall be required to become a Guarantor hereunder (and, as such, shall not be required to deliver the documents required by clause (i) above); provided, however, that if the Equity Interests of a Foreign Subsidiary are owned by a Loan Party, such Loan Party shall deliver all such documents, instruments, agreements (including, without limitation, at the reasonable request of the Collateral Agent, a pledge agreement governed by the laws of the jurisdiction of the organization of such Foreign Subsidiary) and certificates described in clause (ii) above to the Collateral Agent, and take all commercially reasonable actions reasonably requested by the Collateral Agent or otherwise necessary to grant and to perfect a first-priority Lien (subject to Permitted Specified Liens) in favor of the Collateral Agent, for the benefit of the Agents and the Lenders, in 65% of the voting Equity Interests of such Foreign Subsidiary and 100% of all other Equity Interests of such Foreign Subsidiary owned by such Loan Party. For the avoidance of doubt, the Loan Parties shall not be required to take any action in any foreign jurisdiction to create any security interest in any Collateral located or titled outside of the United States or to perfect any security interests in such Collateral to the extent the fair market value of any such Collateral (when aggregated with all Collateral located or titled outside of the United States) does not exceed $2,000,000 in the aggregate, including, without limitation, delivery of any security agreements or pledge agreements with respect to such Collateral governed by the laws of any jurisdiction other than the United States.

Additional Borrowers, Guarantors and Collateral Security. Cause: (i) each Subsidiary of any Loan Party not in existence on the Effective Date May 27, 2022 (other than any Immaterial Subsidiary and/or any Excluded Foreign Subsidiary), to execute and deliver to the Collateral Agent promptly and in any event within 30 days after the formation, acquisition or change in status thereof, (A) a Joinder Agreement, pursuant to which such Subsidiary shall be made a party to this Agreement as a Borrower or Guarantor, (B) a supplement to the Security Guaranty and Collateral Agreement, together with (1) certificates evidencing all of the Equity Interests of any Person owned by such Subsidiary required to be pledged under the terms of the Security Guaranty and Collateral Agreement, (2) undated stock powers for such Equity Interests executed in blank with signature guaranteed, and (3) such opinions of counsel as the Collateral Agent at the request of the Required Lenders may reasonably request, (C) to the extent required under the terms of this Agreement, one or more Mortgages creating on the real property of such Subsidiary a perfected, first priority Lien (in terms of priority, subject only to Permitted Liens) on such real property and such other Real Property Deliverables as may be required by the Collateral Agent at the request of the Required Lenders with respect to each such real property, and (D) such other agreements, instruments, approvals or other documents reasonably requested by the Collateral Agent at the Request of the Required Lenders in order to create, perfect, establish the first priority of or otherwise protect any Lien purported to be covered by any such Security Guaranty and Collateral Agreement or a Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of such Subsidiary shall become Collateral for the Obligations; and (ii) each owner of the Equity Interests of any such Subsidiary to execute and deliver promptly and in any event within 30 days after the formation or acquisition of such Subsidiary a Pledge Amendment (as defined in the Security Guaranty and Collateral Agreement), together with (A) certificates evidencing all of the Equity Interests of such Subsidiary required to be pledged under the terms of the Security Guaranty and Collateral Agreement, (B) undated stock powers or other appropriate instruments of assignment for such Equity Interests executed in blank, (C) such opinions of counsel as the Collateral Agent may reasonably request and (D) such other agreements, instruments, approvals or other documents requested by the Collateral Agent.

Additional Borrowers, Guarantors and Collateral Security. Cause: (i) each Subsidiary of any Loan Party not in existence (other than an Excluded Subsidiary) created or acquired after the Effective Date, and each Subsidiary of any Loan Party which is an Excluded Subsidiary on the Effective Date (other than any Immaterial Subsidiary and/or any or upon formation or acquisition but later ceases to be an Excluded Foreign Subsidiary), to execute and deliver to the Collateral Agent promptly and in any event within 10 Business Days (or, in the case of matters specified in clause (C) below, 30 days (or such later date as agreed to in writing by the Collateral Agent in its sole discretion)) after the formation, acquisition or change in status thereof, (A) a Joinder Agreement, pursuant to which such Subsidiary shall be made a party to this Agreement as a Borrower or a Guarantor, (B) a supplement to the Security Agreement, together with (1) certificates (if any) evidencing all of the Equity Interests of any Person owned by such Subsidiary required to be pledged under the terms of the applicable Security AgreementDocuments, (2) undated stock powers for such Equity Interests executed in blank with signature guaranteedblank, and (3) such opinions of counsel as the Collateral Agent may reasonably request, (C) to the extent required under the terms of this Agreement, one or more Mortgages creating on the fee owned real property of such Subsidiary a perfected, first priority Lien (in terms of priority, subject only to Permitted Specified Liens) on such real property and such other Real Property Deliverables as may be required by the Collateral Agent with respect to each such real property, and (D) such other agreements, instruments, approvals or other documents reasonably requested by the Collateral Agent in order to create, perfect, establish the first priority of or otherwise protect any Lien purported to be covered by the Security Documents (including, any such Security Agreement or Mortgage Mortgage) or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents that are applicable to the Guarantors and that all property and assets of such Subsidiary shall become Collateral for the Obligations, other than exclusions expressly set forth in the Security Documents; and (ii) each owner of the Equity Interests of any such Subsidiary to execute and deliver promptly and in any event within 30 days 10 Business Days after the formation or acquisition of such Subsidiary a Pledge Amendment (as defined in the Security Agreement), together with (A) certificates evidencing all of the Equity Interests of such Subsidiary to the extent required to be pledged under the terms of the Security AgreementAgreement or any other applicable Security Document, (B) undated stock powers or other appropriate instruments of assignment for such Equity Interests executed in blank, (C) such opinions of counsel as the Collateral Agent may reasonably request and (D) such other agreements, instruments, approvals or other documents reasonably requested by the Collateral Agent; it being understood and agreed that there shall be no requirement to obtain or deliver security documents governed by a Law other than the Law of the United States or take perfection steps with respect to the Collateral in any jurisdiction other than the United States.