Common use of Additional Collateral; Further Assurances Clause in Contracts

Additional Collateral; Further Assurances. (a) Subject to applicable Requirements of Law, each Loan Party will cause each of its domestic Subsidiaries formed or acquired after the date of this Agreement to become a Loan Party by executing a Joinder Agreement. Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor or Borrower hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the Lender, for the benefit of the Secured Parties, in any property of such Loan Party which constitutes Collateral, including any parcel of real property located in the U.S. owned by any Loan Party. (b) Each Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each of its domestic Subsidiaries and (ii) 65% of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each foreign Subsidiary directly owned by any Borrower or any domestic Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Lender, for the benefit of the Secured Parties, pursuant to the terms and conditions of the Loan Documents or other security documents as the Lender shall reasonably request. (c) Without limiting the foregoing, each Loan Party will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Lender such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by any Requirement of Law or which the Lender may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Loan Parties. (d) If any material assets (including any real property or improvements thereto or any interest therein) are acquired by any Loan Party after the Effective Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien under the Security Agreement upon acquisition thereof), the Borrower Representative will (i) notify the Lender and, if requested by the Lender, cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) take, and cause each applicable Loan Party to take, such actions as shall be necessary or reasonably requested by the Lender to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of the Loan Parties.

Additional Collateral; Further Assurances. At the Borrower’s expense, subject, in the case of any Debtor, to the Final Order, take all action reasonably requested by the Administrative Agent to ensure that the Collateral and Guarantee Requirement continues to be satisfied, including: (a) Subject to applicable Requirements of Law, causing each Loan Party will cause each of its domestic Subsidiaries Domestic Subsidiary formed or acquired after the date Closing Date in accordance with the terms of this Agreement to become a Loan Party Guarantor by executing a Joinder Agreement. Upon joinder agreement in a form specified by the Administrative Agent on or before the thirtieth (30th) day following the date of such acquisition or formation, it being understood and agreed that upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor or Borrower hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the LenderAdministrative Agent, for the benefit of the Secured PartiesAdministrative Agent and the Lenders, in any property of such Loan Party which constitutes Collateral, including any parcel of real property located in the U.S. owned by any Loan Party.; (b) Each Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each of its domestic Subsidiaries and (ii) 65% of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each foreign Subsidiary directly owned by any Borrower or any domestic Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Lender, for the benefit of the Secured Parties, pursuant to the terms and conditions of the Loan Documents or other security documents as the Lender shall reasonably request. (c) Without without limiting the foregoing, each Loan Party will, executing and will cause each Subsidiary to, execute and deliverdelivering, or cause causing to be executed and delivered, to the Lender Administrative Agent such documents, agreements and instruments, and will take taking or cause causing to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust Mortgages and other documents and such other actions or deliveries of the type required by Section 4.01, as applicableArticle IV or the Collateral and Guarantee Requirement), which may be required by any Requirement of Law or which the Lender Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents or the Orders, all at the expense of the Loan Parties; (c) executing and delivering, or causing to be executed and delivered, to the Administrative Agent such documents, agreements and instruments, and taking or causing to be taken such further actions, which may be required by Law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents, all at the expense of the Loan Parties.; and (d) If upon any material assets (including any real property or improvements thereto or any interest therein) are acquired filing by any Loan Party after Direct Holdings IP L.L.C. of a voluntary petition initiating proceedings under Chapter 11 of the Effective Date (other than assets constituting Collateral under Bankruptcy Code, promptly and diligently seek to obtain approval by the Security Agreement that become subject to the Lien under the Security Agreement upon acquisition thereof), the Borrower Representative will Bankruptcy Court of (i) notify the Lender and, if requested by joint administration of such case with the Lender, cause such assets to be subjected to a Lien securing the Secured Obligations Cases and (ii) takethe addition of Direct Holdings IP L.L.C. as a Guarantor hereunder (for the avoidance of doubt, and cause with the assets of Direct Holdings IP L.L.C. pledged as Collateral to the same extent as each applicable Loan Party to take, such actions as shall be necessary or reasonably requested by the Lender to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of the Loan Partiesother Guarantor hereunder).

Additional Collateral; Further Assurances. (a) Subject to applicable Requirements Requirement of Law, each Loan Party will cause each of its domestic Subsidiaries Subsidiary formed or acquired after the date of this Agreement to become a Loan Party by executing a Joinder Agreement. Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor or Borrower hereunder and thereupon shall have all of the rights, benefits, duties, duties and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the LenderAdministrative Agent, for the benefit of the Administrative Agent and the other Secured Parties, in any property of such Loan Party which constitutes Collateral, including any parcel of real property located in the U.S. owned by any Loan Party. (b) Each Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each of its domestic Subsidiaries and (ii) 65% of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each foreign Subsidiary directly owned by any the Borrower or any domestic Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the LenderAdministrative Agent, for the benefit of the Administrative Agent and the other Secured Parties, pursuant to the terms and conditions of the Loan Documents or such other security documents as the Lender Administrative Agent shall reasonably request. (c) Without limiting the foregoing, each Loan Party will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Lender Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by any Requirement of Law or which the Lender Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all in form and substance reasonably satisfactory to the Administrative Agent and all at the expense of the Loan Parties. (d) If any material assets (including any real property or improvements thereto or any interest therein) are acquired by any Loan Party after the Effective Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien under the Security Agreement upon acquisition thereof), the Borrower Representative will (i) notify the Lender Administrative Agent and the Lenders thereof and, if requested by the LenderAdministrative Agent or the Required Lenders, cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) take, and cause each applicable Loan Party to take, such actions as shall be necessary or reasonably requested by the Lender Administrative Agent to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of the Loan Parties.

Additional Collateral; Further Assurances. (a) Subject to applicable Requirements of LawLegal Requirements, each Loan Party Borrower will cause each of its domestic Subsidiaries subsidiary formed or acquired after the date of this Agreement to become a Loan Party by executing a Joinder Agreementjoinder agreement in form satisfactory to Lender. In connection therewith, Lender shall have received all documentation and other information regarding such newly formed or acquired subsidiaries as may be required to comply with the applicable “know your customer” rules and regulations, including the Patriot Act. Upon execution and delivery thereof, each such Person (ia) shall automatically become a Loan Guarantor or Borrower hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (iib) will grant Liens to the Lender, for the benefit of the Secured Parties, Lender in any property of such Loan Party which constitutes is intended to constitute Collateral, including any parcel of real property located in the U.S. owned by any Loan Party. (b) . Each Loan Party Borrower will cause (i) 100% of the issued and outstanding Equity Interests of each of its domestic Subsidiaries and (ii) 65% of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each foreign Subsidiary directly owned by any Borrower or any domestic Subsidiary subsidiaries to be subject at all times to a first priority, perfected Lien in favor of the Lender, for the benefit of the Secured Parties, Lender pursuant to the terms and conditions of the Loan Documents or other security documents as the Lender shall reasonably request. (c) . Without limiting the foregoing, each Loan Party Borrower will, and will cause each Subsidiary subsidiary to, execute and deliver, or cause to be executed and delivered, to the Lender such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.012.5, as applicable), which may be required by any Legal Requirement of Law or which the Lender may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Loan Documents, all in form and substance reasonably satisfactory to Lender and all at the expense of the Loan Parties. , provided that, no perfection by “control” or control agreements shall be required with respect to any deposit account or securities accounts (dother than the Blocked Account) and, with respect to any motor vehicle that constitutes Collateral, no steps to perfect the security interest therein shall be required other than the filing of a UCC-1 Financing Statement unless requested by Lxxxxx after the Effective Date. If any material assets (including any real property or improvements thereto or any interest therein) are is acquired by any Loan Party Borrower after the Effective Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien under the Security Agreement upon acquisition thereof), the Borrower Representative Loan Parties will (i) notify the Lender Lender, and, if requested by the LenderLxxxxx, cause such assets real property to be subjected to a Lien securing the Secured Obligations and (ii) take, and cause each applicable Loan Party to take, such actions as shall be necessary or reasonably requested by the Lender to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of the Loan Parties.

Additional Collateral; Further Assurances. (a) Subject to applicable Requirements of Lawlaw, each Borrower and each Loan Party will cause each of its domestic Subsidiaries Designated Subsidiary formed or acquired after the date of this Agreement or that becomes a Designated Subsidiary after the Effective Date in accordance with the terms of this Agreement within 30 days (in each case, as such time may be extended in the Administrative Agent’s sole discretion) to become a Loan Party by executing Borrower (excluding, for the avoidance of doubt, any Foreign Subsidiary) or a Guarantor pursuant to a Joinder AgreementAgreement and take all such further actions (including the filing and recording of financing statements and other documents) that are required under the Collateral Documents or this Agreement to cause the Collateral and Guaranty Requirement to be satisfied with respect to such Designated Subsidiary. Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor Borrower or Borrower Guarantor, as applicable hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the LenderAdministrative Agent, for the benefit of the Administrative Agent and the applicable Secured Parties, in any property of such Loan Party which constitutes Collateral, including any parcel of real property located in under the U.S. owned by any Loan Partyapplicable Security Agreement. (b) Each The Loan Party Parties will cause (i) 100% of the issued execute any and outstanding Equity Interests of each of its domestic Subsidiaries and (ii) 65% of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each foreign Subsidiary directly owned by any Borrower or any domestic Subsidiary to be subject at all times to a first priorityfurther documents, perfected Lien in favor of the Lender, for the benefit of the Secured Parties, pursuant to the terms and conditions of the Loan Documents or other security documents as the Lender shall reasonably request. (c) Without limiting the foregoing, each Loan Party will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Lender such documentsfinancing statements, agreements and instruments, and will take or cause to be taken all such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), documents) which may be required by any Requirement of Law or which the Lender Administrative Agent may, from time to time, reasonably request request, to carry out cause the terms Collateral and conditions of this Agreement Guaranty Requirement to be and remain satisfied at all times. The Loan Parties also agree to provide to the other Loan Documents and Administrative Agent, from time to ensure time upon reasonable request, evidence reasonably satisfactory to the Administrative Agent as to the perfection and priority of the Liens created or intended to be created by the Collateral Documents. For the avoidance of doubt, all at until an opinion of local counsel, in form and substance satisfactory to the expense of Administrative Agent, is received by the Administrative Agent with respect to the Loan Parties. (d) If any material Party organized in Puerto Rico, the assets (including any real property or improvements thereto or any interest therein) are acquired by any of such Puerto Rican Loan Party after shall not be eligible for inclusion in the Effective Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien under the Security Agreement upon acquisition thereof), the Borrower Representative will (i) notify the Lender and, if requested by the Lender, cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) take, and cause each applicable Loan Party to take, such actions as shall be necessary or reasonably requested by the Lender to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of the Loan PartiesBorrowing Base.

Additional Collateral; Further Assurances. (a) Subject to applicable Requirements Requirement of Law, each Loan Party will cause each of its domestic Subsidiaries Subsidiary formed or acquired after the date of this Agreement to become a Loan Party by executing a Joinder Agreement; provided, however, that no Foreign Subsidiary (or any Subsidiary thereof) shall be required to become a Loan Party hereunder to the extent doing so could reasonably be expected to result in material adverse tax consequences to the Loan Parties. In connection therewith, the Administrative Agent shall have received all documentation and other information regarding such newly formed or acquired Subsidiaries as may be required to comply with the applicable “know your customer” rules and regulations, including the USA Patriot Act. Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor or Borrower hereunder and thereupon shall have all of the rights, benefits, duties, duties and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the LenderAdministrative Agent, for the benefit of the Administrative Agent and the other Secured Parties, in any property of such Loan Party which constitutes Collateral, including any parcel of real property located in the U.S. owned by any Loan Party. (b) Each Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each of its domestic Subsidiaries and (ii) 65% of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each foreign Subsidiary directly owned by any Borrower or any domestic Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Lender, for the benefit of the Secured Parties, pursuant to the terms and conditions of the Loan Documents or other security documents as the Lender shall reasonably request[reserved]. (c) Without limiting the foregoing, each Loan Party will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Lender Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust filings and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by any Requirement of Law or which the Lender Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all in form and substance reasonably satisfactory to the Administrative Agent and all at the expense of the Loan Parties. (d) If any material assets (including any real property or improvements thereto or any interest therein) are acquired by any Loan Party after the Effective Date (other than assets that are excluded from the Collateral under the terms of the Loan Documents or assets constituting Collateral under the Security Agreement that become subject to the Lien under the Security Agreement upon acquisition thereof), the Borrower Representative will (i) notify the Lender Administrative Agent and the Lenders thereof and, if requested by the LenderAdministrative Agent or the Required Lenders, cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) take, and cause each applicable Loan Party to take, such actions as shall be necessary or reasonably requested by the Lender Administrative Agent to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of the Loan Parties.

Additional Collateral; Further Assurances. (a) Subject to applicable Requirements of Lawlaw, each Loan Party will the Borrower shall cause each of its domestic Subsidiaries formed or acquired after the date of this Agreement in accordance with the terms of this Agreement to become a Loan Party by executing a the Joinder Agreement set forth as Exhibit E hereto (the “Joinder Agreement”). Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor or Borrower hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the LenderAdministrative Agent, for the benefit of the Administrative Agent and the other Secured Parties, in any property of such Loan Party which constitutes Collateral, including any parcel of real property located in the U.S. owned by any Loan PartyCollateral (other than FCC Licenses). (b) Each The Borrower and each Loan Party Guarantor will cause (i) 100% of the issued and outstanding Equity Interests of each of its domestic Subsidiaries and (ii) 6566% (or such greater percentage that, due to a change in applicable law after the date hereof, (A) could not reasonably be expected to cause the undistributed earnings of such foreign Subsidiary as determined for U.S. federal income tax purposes to be treated as a deemed dividend to such foreign Subsidiary’s U.S. parent and (B) could not reasonably be expected to cause any material adverse tax consequences) of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each foreign Subsidiary directly owned by any the Borrower or any domestic Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Lender, for the benefit of the Secured Parties, Administrative Agent pursuant to the terms and conditions of the Loan Documents or other security documents as the Lender Administrative Agent shall reasonably request. (c) Without limiting the foregoing, each Loan Party the Borrower will, and will cause each domestic Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Lender Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by any Requirement of Law law or which the Lender Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Loan Parties. (d) If any material assets (including any assets, excluding real property or improvements thereto or any interest therein) with a fair market value less than $15,000,000 and, so long as applicable Law does not permit a lien on such Licenses, FCC Licenses, are acquired by the Borrower or any Loan Party Guarantor after the Effective Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien under in favor of the Security Agreement Administrative Agent upon acquisition thereof), the Borrower Representative will (i) notify the Lender Administrative Agent and the Lenders thereof, and, if requested by the LenderAdministrative Agent or the Required Lenders, the Borrower will cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) will take, and cause each applicable the other Loan Party Parties to take, such actions as shall be necessary or reasonably requested by the Lender Administrative Agent to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of the Loan Parties.

Additional Collateral; Further Assurances. (a) Subject to applicable Requirements of Law, each Loan Party will shall cause each of its domestic Significant Subsidiaries formed or acquired after the date of this Agreement to become a Loan Party by executing a Joinder AgreementJoinder. Upon execution and delivery thereofof a Joinder, each such Person (i) if intended to become a Borrower, shall automatically become a Loan Guarantor or Borrower hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the Lender, Agent (for the benefit of the Secured Parties, Lender Group and the Bank Product Providers ) in any property of such Loan Party which constitutes Collateral. Notwithstanding the foregoing, including any parcel of real property located if a Subsidiary is acquired through a Permitted Acquisition such Subsidiary shall not be required to become a Loan Party so long as KAC delivers notice to Agent prior to the Permitted Acquisition that such acquired Subsidiary would not become a Loan Party; provided, that each Subsidiary so acquired that does not become a Loan Party shall not be included in the U.S. owned by calculation of the Fixed Charge Coverage Ratio for any period if such Subsidiary, together with all other Subsidiaries that are not Loan PartyParties, account for greater than 15% of the consolidated EBITDA of KAC and its Subsidiaries for such period. (b) Each Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each of its domestic Subsidiaries and (ii) 65% of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each foreign Subsidiary directly owned by any Borrower or any domestic Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Lender, for the benefit of the Secured Parties, pursuant to the terms and conditions of the Loan Documents or other security documents as the Lender shall reasonably request. (c) Without limiting the foregoing, each Loan Party will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Lender Agent such documents, agreements and instrumentsinstruments (including policies of title insurance, flood certification documentation or other documentation with respect to all Real Property owned in fee and subject to a Mortgage), and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust statements and other documents and such other actions or deliveries of the type required by Section 4.013.1, as applicable), which may be required by any Requirement of Law law or which the Lender Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Loan Documents, all at the expense of the Borrowers. (c) Notwithstanding anything to the contrary contained in this Agreement (including this Section 5.14) or in any other Loan PartiesDocument, (i) Agent shall not accept delivery of any Mortgage from any Loan Party unless each of the Lenders has received 45 days’ prior written notice thereof and Agent has received confirmation from each Lender that such Lender has completed its flood insurance diligence, has received copies of all flood insurance documentation and has confirmed that flood insurance compliance has been completed as required by the Flood Laws or as otherwise satisfactory to such Lender and (ii) Agent shall not accept delivery of any joinder to any Loan Document with respect to any Subsidiary of any Loan Party that is not a Loan Party, if such Subsidiary that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation unless such Subsidiary has delivered a Beneficial Ownership Certification in relation to such Subsidiary and Agent has completed its Patriot Act searches, OFAC/PEP searches and customary individual background checks for such Subsidiary, the results of which shall be satisfactory to Agent. (d) If any material assets (including any real property Any document, agreement, or improvements thereto instrument executed or any interest therein) are acquired by any issued pursuant to this Section 5.14 shall constitute a Loan Party after the Effective Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien under the Security Agreement upon acquisition thereof), the Borrower Representative will (i) notify the Lender and, if requested by the Lender, cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) take, and cause each applicable Loan Party to take, such actions as shall be necessary or reasonably requested by the Lender to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of the Loan PartiesDocument.

Additional Collateral; Further Assurances. (a) Subject to applicable Requirements In the case of Law, each Loan Party will cause each the formation or acquisition by the Credit Parties of its domestic Subsidiaries formed or acquired any Subsidiary after the date of this Agreement hereof, as to become a Loan Party by executing a Joinder Agreement. Upon execution and delivery thereofany such Subsidiary, each such Person (i) such Credit Party shall automatically become cause such Subsidiary to execute and deliver to Agent, in form and substance satisfactory to Agent, a Loan Guarantor or Borrower hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under joinder agreement to the Loan Documents in order to make such Subsidiary a party to this Agreement as a Guarantor and a Guaranty Agreement and shall cause it to execute and deliver such other agreements, documents or instruments and to deliver other consents, waivers, acknowledgments and other agreements from third persons which Agent may deem reasonably necessary or desirable in order to permit, protect and perfect its security interests in and Liens upon the assets of such Subsidiary and the Equity Interests of such Credit Party in such Subsidiary, corporate resolutions and other organization and authorizing documents of such Person, and favorable opinions of counsel to such person and (ii) will grant Liens such Credit Party shall execute and deliver to the LenderAgent, a pledge and security agreement, in form and substance satisfactory to Agent, granting to Agent for the benefit of the Secured Parties, in any property Agent and Lenders a first pledge of such Loan Party which constitutes Collateral, including any parcel of real property located in the U.S. owned by any Loan Party. (b) Each Loan Party will cause (i) 100% and Lien on all of the issued and outstanding shares of Equity Interests of each any such Subsidiary, such other agreements, documents and instruments as Agent may require in connection with the documents referred to above, including, but not limited to, supplements and amendments hereto, corporate resolutions and other organization and authorizing documents and favorable opinions of its domestic Subsidiaries and (ii) 65% of the issued and outstanding Equity Interests entitled counsel to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each foreign Subsidiary directly owned by any Borrower or any domestic Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Lender, for the benefit of the Secured Parties, pursuant to the terms and conditions of the Loan Documents or other security documents as the Lender shall reasonably requestsuch person. (cb) Without limiting the foregoing, each Loan Party Borrower will, and will cause each Subsidiary (other than the MVC PE Fund) to, execute and deliver, or cause to be executed and delivered, to the Lender Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.016.1, as applicable), which may be required by any Requirement of Law or which the Lender Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the security interests and Liens created or intended to be created by the Collateral Documentshereunder, all in form and substance reasonably satisfactory to Agent and at the expense of the Loan PartiesBorrower. (d) If any material assets (including any real property or improvements thereto or any interest therein) are acquired by any Loan Party after the Effective Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien under the Security Agreement upon acquisition thereof), the Borrower Representative will (i) notify the Lender and, if requested by the Lender, cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) take, and cause each applicable Loan Party to take, such actions as shall be necessary or reasonably requested by the Lender to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of the Loan Parties.

Additional Collateral; Further Assurances. (a) Subject to applicable Requirements of Lawlaw, each Borrower and each other Loan Party will shall cause each of its domestic Subsidiaries (other than an Excluded Subsidiary) formed or acquired after the date of this Agreement to become a Loan Party on or prior to ten (10) days following the date of such creation or acquisition by executing a Joinder Agreement in substantially the form set forth as Exhibit D hereto (the “Joinder Agreement”). Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Subsidiary Guarantor or Borrower hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will simultaneously therewith or as soon as practicable thereafter grant Liens to the LenderAdministrative Agent, for the benefit of the Administrative Agent and the Lenders and each other Secured PartiesParty, in each case to the extent required by the terms thereof, in any property (subject to the limitations with respect to Capital Stock set forth in paragraph (b) of this Section 5.12, the limitations with respect to real property set forth in paragraph (d) of this Section 5.12, and any other limitations set forth in the Pledge and Security Agreement) of such Loan Party which constitutes Collateral, including any parcel on such terms as may be required pursuant to the terms of real property located the Collateral Documents and in such priority as may be required pursuant to the U.S. owned by any Loan Partyterms of the Intercreditor Agreement. (b) Each Borrower and each Subsidiary that is a Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each of its domestic Subsidiaries and (ii) 65% of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each foreign Subsidiary all Capital Stock directly owned by any Borrower or any domestic Subsidiary them to be subject at all times to a first priority, perfected Lien in favor of the Lender, for the benefit of the Secured Parties, Administrative Agent pursuant to the terms and conditions of the Loan Collateral Documents or other security documents as and the Lender shall reasonably requestOrders. (c) Without limiting the foregoing, each Loan Party will, and will cause each Subsidiary that is a Loan Party to, promptly execute and deliver, or cause to be promptly executed and delivered, to the Lender Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01Article 4, as applicable), which may be required by any Requirement of Law the Administrative Agent or which the Lender Required Lenders may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral DocumentsDocuments (to the extent required herein or therein), all at the expense of the Loan Parties. (d) If [Reserved]. (e) After any material Subsidiary ceases to constitute an Excluded Subsidiary in accordance with the definition thereof, the Borrower Agent shall cause such Domestic Subsidiary to take all actions required by this Section 5.12 (within the time periods specified herein) as if such Subsidiary were then formed or acquired. Notwithstanding anything to the contrary in this Section 5.12 or any other Collateral Document, (a) the Administrative Agent (acting at the direction of the Required Lenders) shall not require the taking of a Lien on, or require the perfection of any Lien granted in, those assets as to which the cost of obtaining or perfecting such Lien (including any real property mortgage, stamp, intangibles or improvements thereto other tax or any interest thereinexpenses relating to such Lien) are acquired by any Loan Party after the Effective Date (other than assets constituting Collateral under the Security Agreement that become subject is excessive in relation to the Lien under benefit to the Security Agreement upon acquisition thereof), Lenders of the security afforded thereby as reasonably determined by the Administrative Agent acting at the direction of the Required Lenders) and the Borrower Representative will (i) notify the Lender and, if requested by the Lender, cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) take, and cause each applicable Loan Party to take, such actions as shall be necessary or reasonably requested by the Lender to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of the Loan PartiesAgent.

Additional Collateral; Further Assurances. (a) Subject To the extent required by Section 5.14(f) (provided, that at the Borrower’s election to be made in its sole and absolute discretion, any Loan Party may cause any Subsidiary to become a Loan Guarantor pursuant to this Section 5.14 even if not required by Section 5.14(f)) below, but subject to applicable Requirements of Law, each Loan Party will cause each of its domestic Subsidiaries formed or acquired after the date of this Agreement within thirty (30) days (or such longer period the Administrative Agent shall approve in writing) after such formation or acquisition to become a Loan Party by executing a Joinder AgreementAgreement (or such other documents performing similar functions as may be required by the Administrative Agent or the Required Lenders). In connection therewith, the Administrative Agent shall have received all documentation and other information regarding such newly formed or acquired Subsidiaries as may be required to comply with the applicable “know your customer” rules and regulations, including the USA Patriot Act and Canadian AML Legislation. Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor or Borrower hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the LenderAdministrative Agent or the Australian Security Trustee (as applicable), for the benefit of the Administrative Agent, the Australian Security Trustee and the other Secured Parties, in any property of such Loan Party which constitutes Collateral, including any parcel of real property located in the U.S. owned by any Loan PartyMaterial Real Property. (b) Each To the extent so owned, each Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each of its domestic Subsidiaries to be subject at all times to a perfected Lien in favor of the Administrative Agent or the Australian Security Trustee (as applicable) for the benefit of the Administrative Agent, the Australian Security Trustee and the other Secured Parties, pursuant to the terms and conditions of the Loan Documents or other security documents as the Administrative Agent shall reasonably request; provided that if the Borrower, in good faith consultation with the Administrative Agent, reasonably determines that such security interest in the Equity Interests of a Foreign Subsidiary (iiother than a Loan Party) would result in material adverse tax consequences, then such pledge may be limited to 65% of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each foreign Foreign Subsidiary directly owned by any Borrower or any domestic Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Lender, for the benefit of the Secured Parties, pursuant to the terms and conditions of the Loan Documents or other security documents as the Lender shall reasonably requestParty. (c) Without limiting the foregoing, each Loan Party will, and will cause each Loan Party and Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Lender Administrative Agent or the Australian Security Trustee (as applicable) (or, if the Intercreditor Agreement and/or any other intercreditor agreement is in effect, its agents, designee or bailee, in each case pursuant to the Intercreditor Agreement and/or such other intercreditor agreement) such documents, agreements and instruments, and will take or cause to be taken such further actions (including the delivery of legal opinions, filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by any Requirement of Law or which the Lender Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Loan Parties. (d) With respect to all owned Material Real Property owned by a Loan Party that is acquired after the Effective Date or that becomes Material Real Property after the Effective Date, the Loan Parties shall within sixty (60) days thereafter (or such later date as approved by the Administrative Agent), deliver each of the following, in form and substance reasonably satisfactory to the Administrative Agent: (i) a Mortgage on such property; (ii) evidence that a counterpart of the Mortgage has been recorded in the place necessary, in the Administrative Agent’s reasonable judgment, to create a valid and enforceable Lien in favor of the Administrative Agent for the benefit of itself and the Secured Parties, subject to Permitted Encumbrances; (iii) ALTA or other mortgagee’s title policy; (iv) an ALTA survey prepared and certified to the Administrative Agent by a surveyor reasonably acceptable to the Administrative Agent; (v) an opinion of counsel in the state in which such Material Real Property is located in form and substance and from counsel reasonably satisfactory to the Administrative Agent; (vi) if any such parcel of Material Real Property is determined by the Administrative Agent to be in a flood zone, a flood notification form signed by the Borrower and evidence that flood insurance is in place for the building and contents, all in form and substance satisfactory to the Administrative Agent; (vii) such other information, documentation, and certifications as may be reasonably required by Administrative Agent or Required Lenders. (e) If any material assets (including any real property Material Real Property or improvements thereto or any interest therein) are acquired by any Loan Party after the Effective Date (other than assets constituting Collateral under the Security Agreement Agreements that become subject to the Lien Liens under the Security Agreement Agreements upon acquisition thereof), the Borrower Representative will (i) notify the Lender Administrative Agent and the Lenders thereof, and, if requested by the LenderAdministrative Agent or the Required Lenders, to the extent not constituting Excluded Assets (as defined in the US Security Agreement and the Canadian Security Agreement, as applicable), cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) take, and cause each applicable Loan Party to take, such actions as shall be necessary or reasonably requested by the Lender Administrative Agent to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of the Loan Parties. (f) The Borrower will ensure that the Guarantors will: (i) at all times, own, in aggregate, at least 85% of the Total Assets of the Borrower and its Subsidiaries; and (ii) generate at least 85% of the EBITDA of the Borrower and its Subsidiaries in respect of each 6-month period ending on the last day of each fiscal quarter. A failure to comply with Section 5.14(f) at any time will not constitute an Event of Default if any Subsidiary that is not a Guarantor becomes a Guarantor by satisfying the requirements set forth Section 5.14 within thirty (30) days (or such longer period the Administrative Agent shall approve in writing) of such formation or acquisition and, as a result, the requirements of Section 5.14(f) are satisfied.

Additional Collateral; Further Assurances. (a) Subject No later than 30 days after the formation or acquisition thereof, subject to applicable Requirements of Lawlaw, each Loan Party the Borrower will cause each of its domestic Material Subsidiaries formed or acquired after the date of this Agreement to become a Loan Party by executing a Joinder joinder agreement to each applicable Loan Document, including the Guaranty and the Security Agreement. Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor or Borrower hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the LenderAdministrative Agent, for the benefit of the Administrative Agent and the other Secured Parties, in any property of such Loan Party which constitutes Collateral, including any parcel of real property located in to the U.S. owned by any Loan Partyextent required under the Security Agreement. (b) Each Notwithstanding the foregoing or anything to the contrary in any Loan Party will cause Document, (i) 100% of the issued and outstanding Equity Interests of each of its domestic Subsidiaries no Foreign Subsidiary shall be required to issue any guaranty or grant a security interest in any collateral and (ii) no Loan Party shall be required to pledge more than 65% of the issued and outstanding Equity Interests entitled to vote voting stock (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning United States Treasury Regulations) of Treas. Reg. Section 1.956-2(c)(2)) in each foreign Subsidiary directly owned by any Borrower or any domestic Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Lender, for the benefit of the Secured Parties, pursuant to the terms and conditions of the Loan Documents or other security documents as the Lender shall reasonably requestForeign Subsidiary. (c) Without limiting the foregoing, each Loan Party the Borrower will, and will cause each Subsidiary other Loan Party to, execute and deliver, or cause to be executed and delivered, to the Lender Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by any Requirement of Law law or which the Lender Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Loan PartiesBorrower. (d) If any material assets (including any real property or improvements thereto or any interest therein) are acquired by any Loan Party after the Effective Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien under the Security Agreement upon acquisition thereof), the Borrower Representative will (i) notify the Lender and, if requested by the Lender, cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) take, and cause each applicable Loan Party to take, such actions as shall be necessary or reasonably requested by the Lender to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of the Loan Parties.

Additional Collateral; Further Assurances. (a) Subject to applicable Requirements of Lawlaw, each Loan Party will shall, unless the Required Lenders otherwise consent, (i) cause each Subsidiary of its domestic Subsidiaries the Parent (excluding any Foreign Subsidiary) to become or remain a Loan Party and a Guarantor and (ii) cause each Subsidiary of the Parent (excluding any Foreign Subsidiary) formed or acquired after the date Closing Date in accordance with the terms of this Agreement to (1) become a party to this Agreement by executing the Joinder Agreement set forth as Exhibit F hereto (the “Joinder Agreement”), and (2) guarantee payment and performance of the Guaranteed Obligations pursuant to the Guaranty. (b) Upon the request of the Agent, each Loan Party shall (i) grant Liens to the Agent, for the benefit of the Agent and the Lenders, pursuant to such documents as the Agent may reasonably deem necessary and deliver such property, documents, and instruments as the Agent may request to perfect the Liens of the Agent in any Property of such Loan Party which constitutes Collateral, including any parcel of real Property located in the U.S. owned by executing a Joinder Agreementany Loan Party, and (ii) in connection with the foregoing requirements, or either of them, deliver to the Agent all items of the type required by Section 4.1 (as applicable). Upon execution and delivery thereofof such Loan Documents and other instruments, certificates, and agreements, each such Person (i) shall automatically become a Loan Guarantor or Borrower hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the Lender, for the benefit of the Secured Parties, in any property of such Loan Party which constitutes Collateral, including any parcel of real property located in the U.S. owned by any Loan Party. (b) Each Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each of its domestic Subsidiaries and (ii) 65% of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each foreign Subsidiary directly owned by any Borrower or any domestic Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Lender, for the benefit of the Secured Parties, pursuant to the terms and conditions of the Loan Documents or other security documents as the Lender shall reasonably requestDocuments. (c) Without limiting the foregoing, each Loan Party willshall, and will shall cause each Subsidiary of the Parent’s Subsidiaries which is required to become a Loan Party pursuant to the terms of this Agreement to, execute and deliver, or cause to be executed and delivered, to the Lender Agent such documents, agreements documents and instrumentsagreements, and will shall take or cause to be taken such further actions (including as the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by any Requirement of Law or which the Lender Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Loan Parties. (d) If any material assets (including any real property or improvements thereto or any interest therein) are acquired by any Loan Party after the Effective Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien under the Security Agreement upon acquisition thereof), the Borrower Representative will (i) notify the Lender and, if requested by the Lender, cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) take, and cause each applicable Loan Party to take, such actions as shall be necessary or reasonably requested by the Lender to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of the Loan Parties.

Additional Collateral; Further Assurances. (a) Subject to applicable Requirements Requirement of Law, the Borrowers and each Subsidiary that is a Loan Party will cause each of its domestic Domestic Subsidiaries formed or acquired after the date of this Agreement in accordance with the terms of this Agreement to become a Loan Party by executing a Joinder Agreement. Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor or Borrower hereunder and thereupon shall have all of the rights, benefits, duties, duties and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the LenderAdministrative Agent, for the benefit of the Administrative Agent, the Lenders and the other Secured Parties, in any property of such Loan Party which constitutes Collateral, including any parcel of real property located in the U.S. owned by any Loan Party. (b) Each The Borrowers and each Subsidiary that is a Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each of its domestic Domestic Subsidiaries and (ii) 65% of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each foreign Foreign Subsidiary directly owned by any a Borrower or any domestic Domestic Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the LenderAdministrative Agent, for the benefit of the Administrative Agent and the other Secured Parties, pursuant to the terms and conditions of the Loan Documents or other security documents as the Lender Administrative Agent shall reasonably request. Notwithstanding the foregoing, at any time after an Event of Default has occurred and is continuing, each Loan Party will, upon the request of the Administrative Agent, cause each foreign Subsidiary to become a Loan Party and a Loan Guarantor and to grant Liens to the Administrative Agent on its assets and have the balance of its stock pledged to the Administrative Agent. (c) Without limiting the foregoing, each Loan Party will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Lender Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by any Requirement of Law or which the Lender Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all in form and substance reasonably satisfactory to the Administrative Agent and all at the expense of the Loan Parties. (d) If any material assets (including any real property or improvements thereto or any interest therein) are acquired by any Borrower or any Subsidiary that is a Loan Party after the Effective Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien under the Security Agreement upon acquisition thereof), the Borrower Representative will (i) notify the Lender Administrative Agent and the Lenders thereof and, if requested by the LenderAdministrative Agent or the Required Lenders, cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) take, and cause each applicable Subsidiary that is a Loan Party to take, such actions as shall be necessary or reasonably requested by the Lender Administrative Agent to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of the Loan Parties.

Additional Collateral; Further Assurances. (a) Subject to applicable Requirements of Law, each Loan Party will cause each of its domestic Restricted Subsidiaries (other than any Excluded Subsidiary) formed or acquired after the date of this Agreement to become a Loan Party by executing a Joinder Agreement. Agreement in substantially the form of Exhibit E. Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor or Borrower hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the LenderAdministrative Agent, for the benefit of the Secured PartiesAdministrative Agent and the Lenders, in any property of such Loan Party which constitutes Collateral, including any parcel of real property located in the U.S. owned by any Loan Party. (b) Each Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each of its domestic Restricted Subsidiaries (other than a Disregarded Domestic Subsidiary) and (ii) 65% of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each foreign Restricted Subsidiary and Disregarded Domestic Subsidiary directly owned by any the Borrower or any domestic Restricted Subsidiary that is not a Disregarded Domestic Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Lender, Administrative Agent for the benefit of the Secured PartiesAdministrative Agent and the Lenders, pursuant to the terms and conditions of the Loan Documents or other security documents as the Lender Administrative Agent shall reasonably request. (c) The Borrower will cause Holdings to pledge and grant a first priority, perfected Lien in favor of the Administrative Agent in 100% of the issued and outstanding Equity Interests of the Borrower. (d) Without limiting the foregoing, each Loan Party will, and will cause each Restricted Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Lender Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by any Requirement of Law law or which the Lender Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Loan Parties. Nothing in this Section 5.12 shall require, and the Loan Documents shall not contain any requirements as to, the creation or perfection of pledges of or security interests in, or the obtaining of title insurance, surveys, abstracts or appraisals or taking other actions with respect to any Excluded Property. (de) If any material assets (including any real property or improvements thereto having a fair market value in excess of $1,000,000 or any interest therein) are acquired by any Loan Party after the Effective Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien under in favor of the Security Agreement upon acquisition thereof), the Borrower Representative will (i) notify the Lender Administrative Agent and the Lenders thereof, and, if requested by the LenderAdministrative Agent or the Required Lenders, cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) take, and cause each applicable Loan Party to take, such actions as shall be necessary or reasonably requested by the Lender Administrative Agent to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of the Loan Parties. (f) Notwithstanding any other provision to the contrary, nothing in this Section 5.12 shall require, and the Loan Documents shall not contain any requirements as to, the creation or perfection of pledges of or security interests in any Excluded Property. (g) No actions shall be required to create any security interests in any assets or to perfect such security interests other than in the United States (it being understood that there shall be no security agreement or pledge agreement governed under the Laws of any non-U.S. jurisdiction).

Additional Collateral; Further Assurances. (a) Subject to applicable Requirements of Lawlaw, the Borrower and each other Loan Party will shall, unless the Lender otherwise consents, cause each Subsidiary of its domestic Subsidiaries the Borrower (excluding any foreign Subsidiary) formed or acquired after the date of this Agreement in accordance with the terms of this Agreement to become a Loan Party by executing a the Joinder Agreement set forth as Exhibit D hereto (the “Joinder Agreement”). Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor or Borrower hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the Lender, for the benefit of the Secured Parties, in any property (other than any real property) of such Loan Party which constitutes Collateral, including any parcel of real property located in the U.S. owned by any Loan Party. (b) Each The Borrower and each other Loan Party will cause (i) pledge 100% of the issued and outstanding Equity Interests of each of its domestic Subsidiaries and (ii) 65% of to the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each foreign Subsidiary directly owned by any Borrower or any domestic Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Lender, for the benefit of the Secured Parties, Lender pursuant to the terms and conditions of the Loan Documents or other security documents as the Lender shall reasonably request. (c) Without limiting the foregoing, each Loan Party will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Lender such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by any Requirement of Law law or which the Lender may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Loan Parties. (d) If any material assets (including any real property or improvements thereto or any interest therein) are acquired by the Borrower or any Subsidiary that is a Loan Party after the Effective Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien under in favor of the Security Agreement upon acquisition thereof), the Borrower Representative will (i) notify the Lender Lender, and, if requested by the Lender, the Borrower will cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) will take, and cause each applicable the Subsidiary Loan Party Parties to take, such actions as shall be necessary or reasonably requested by the Lender to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of the Loan Parties.

Additional Collateral; Further Assurances. (a) Subject Promptly, and in any event within 30 days after the Borrower or any of its Restricted Subsidiaries acquires any asset or property, including any Real Property, which is not covered by the existing Security Documents, including, without limitation, any Capital Stock of any Restricted Subsidiary (the "ADDITIONAL COLLATERAL"), the Borrower will cause any newly acquired Restricted Subsidiary to applicable Requirements of Lawexecute a Subsidiary Guaranty, each Loan Party and the Borrower will, and will cause each of its domestic Restricted Subsidiaries formed or acquired after the date of this Agreement to become a Loan Party by executing a Joinder Agreement. Upon execution and delivery thereofto, each such Person (i) shall automatically become a Loan Guarantor or Borrower hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the LenderAdministrative Agent, for the benefit of the Secured PartiesBanks, security interests and mortgages in such asset or property, EXCEPT that, with respect to any asset or property of such Loan Party which constitutes Collateralacquired in a Permitted Business Acquisition, including any parcel Restricted Subsidiary so acquired, such actions shall be required to be performed on or before the applicable Permitted Business Acquisition Closing Date (except as otherwise assented to by the Administrative Agent). Such security interests and mortgages shall be granted pursuant to documentation substantially the same as the Security Documents (the "ADDITIONAL SECURITY DOCUMENTS") reasonably satisfactory in form and substance to the Administrative Agent, including, without limitation, and if deemed desirable by the Administrative Agent, opinions of real local counsel in any jurisdictions in which such asset or property located is located, and shall constitute valid and enforceable perfected security interests superior to and prior to the rights of all third Persons and subject to no other Liens except Permitted Encumbrances at the time of perfection thereof. The Additional Security Documents or other instruments related thereto shall be duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the U.S. owned by any Loan PartyLiens in favor of the Administrative Agent for the benefit of the Banks required to be granted pursuant to the Additional Security Documents and all taxes, fees and other charges payable in connection therewith shall have been paid in full. (b) Each Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each of its domestic Subsidiaries and (ii) 65% of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each foreign Subsidiary directly owned by any The Borrower or any domestic Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Lender, for the benefit of the Secured Parties, pursuant to the terms and conditions of the Loan Documents or other security documents as the Lender shall reasonably request. (c) Without limiting the foregoing, each Loan Party will, and will cause each Subsidiary of its Restricted Subsidiaries to, execute at its own expense, make, execute, endorse, acknowledge, file and/or deliver to the Administrative Agent from time to time such vouchers, invoices, schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, real property surveys, reports and deliverother assurances or instruments and take such further steps relating to the Collateral covered by any of the Security Documents or the Additional Security Documents as the Administrative Agent may reasonably require. Furthermore, or the Borrower shall cause to be executed and delivered, delivered to the Lender Administrative Agent such documentsopinions of counsel, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust title insurance and other related documents and such other actions or deliveries as may be requested by the Administrative Agent to assure themselves that this Section 6.14 has been compiled with. (c) At the request of the type required by Section 4.01Administrative Agent or the Required Banks, as applicable)the Borrower shall provide to the Administrative Agent appraisals satisfying applicable requirements of FIRREA in respect of the Real Property of the Borrower and its Restricted Subsidiaries, which may be required by any Requirement of Law or which the Lender mayif any, constituting Collateral, from time to time, in form and substance reasonably request satisfactory to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Loan PartiesAdministrative Agent. (d) If The Borrower agrees that each action required by this Section 6.14 shall be completed as soon as possible, but if such Collateral has been newly acquired by the Borrower or its Restricted Subsidiaries or is Collateral held by any material assets newly acquired Restricted Subsidiary of the Borrower, in no event later than 30 days after the date of the acquisition of such Collateral; PROVIDED that with respect to any Collateral acquired in a Permitted Business Acquisition, each action required by this Section 6.14 with respect to such Collateral (including property of, or Capital Stock of, any real property newly acquired Restricted Subsidiary) shall be taken no later than the closing of such Permitted Business Acquisition, unless otherwise consented to by the Administrative Agent. (e) Following the Closing Date, the Borrower will, and will cause each of its Restricted Subsidiaries to, perform any and all acts and execute any and all documents (including, without limitation, the execution, amendment or improvements thereto modification of any financing statement and continuation statement) for filing in any appropriate jurisdiction under the provisions of the UCC, local law or any interest thereinstatute, rule or regulation of any applicable jurisdiction which are necessary in order to maintain or confirm in favor of the Administrative Agent for the ratable benefit of the Banks a valid and perfected Lien on the Collateral and any Additional Collateral, subject to no Liens except for Prior Liens and Permitted Encumbrances. The Borrower shall, as promptly as practicable after the filing of any such financing statements, deliver to the Administrative Agent acknowledgment copies of, or copies of lien search reports confirming the filing of, financing statements duly filed under the UCC of all jurisdictions as may be necessary or, in the reasonable opinion of the Administrative Agent, desirable to perfect the Lien created, or purported or intended to be created, by each Security Document. (f) are acquired The Borrower shall use its best efforts and shall cause each of its Restricted Subsidiaries to use their best efforts, to obtain an executed Landlord Certification and Waiver with respect to each lease of Real Property entered into by any Loan Credit Party after the Effective Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien under the Security Agreement upon acquisition thereof)Closing Date; PROVIDED that, the Borrower Representative will (i) notify shall not be required to take actions or incur costs which are commercially unreasonable with respect to such leases of Real Property which, in the Lender and, if requested by the Lender, cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) take, and cause each applicable Loan Party to take, such actions as shall be necessary or reasonably requested by the Lender to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense reasonable judgement of the Loan PartiesAdministrative Agent, are not material to the business of the Borrower and its Restricted Subsidiaries taken as a whole, in order to obtain such Landlord Certification and Waivers.

Additional Collateral; Further Assurances. (a) Subject to applicable Requirements of Lawlaw, the Borrower and each Subsidiary that is a Loan Party will shall, unless the Lender otherwise consents, cause each Subsidiary of its domestic Subsidiaries the Borrower formed or acquired after the date of this Agreement in accordance with the terms of this Agreement to become a Loan Party by executing a Joinder Agreementsupplement to a Loan Guaranty. Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor or Borrower hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents Documents, and (ii) will grant Liens to the Lender, for the benefit of the Secured Parties, in any property of such Loan Party which constitutes Collateral, including any parcel of real property located in the U.S. owned by any Loan Party. (b) Each The Borrower and each Subsidiary that is a Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each of its domestic Subsidiaries and (ii) 65% of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each foreign Subsidiary directly owned by any Borrower or any domestic Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Lender, for the benefit of the Secured Parties, Lender pursuant to the terms and conditions of the Loan Documents or other security documents as the Lender shall reasonably request; provided that, unless otherwise requested by the Lender, no Loan Party shall be required to create or perfect any Lien under the laws of jurisdiction other than the United States, each state thereof or the District of Columbia. (c) Without limiting the foregoing, each Loan Party will, and will cause each Subsidiary to, execute and deliver, deliver or cause to be executed and delivered, to the Lender such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by any Requirement of Law law or which the Lender may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Loan Parties; provided, however, that (x) no Deposit Account Control Agreement or Securities Account Control Agreements are required to be delivered hereunder prior to the date which is thirty (30) days after the Effective Date or such later date as the Lender may agree in its sole discretion and (y) no Mortgages or other real estate-related deliverables or Collateral Access Agreements are required to be delivered hereunder prior to the date which is sixty (60) days after the Effective Date or such later date as the Lender may agree in its sole discretion; provided, further, that unless otherwise requested by the Lender, no foreign-law governed pledge, security agreement or similar agreement shall be required to create or perfect any Lien on any Collateral. (d) If any material assets asset with an individual value in excess of $100,000 (including any real property or improvements thereto or any interest therein) are is acquired by the Borrower or any Subsidiary that is a Loan Party after the Effective Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien under in favor of the Security Agreement upon acquisition thereof), the Borrower Representative will (i) notify the Lender Lender, and, if requested by the Lender, cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) take, and cause each applicable Subsidiary that is a Loan Party to take, such actions as shall be necessary or reasonably requested by the Lender to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of the Loan Parties. (e) Notwithstanding anything herein to the contrary, no Excluded Subsidiary shall be required to execute a Loan Guaranty and become a Loan Guarantor for so long as such Subsidiary shall remain an Excluded Subsidiary. If any Excluded Subsidiary shall cease to qualify as an Excluded Subsidiary, the Borrower shall (i) promptly notify the Lender thereof and (ii) if requested by the Lender, shall cause such Subsidiary that ceased to qualify as an Excluded Subsidiary to become a Loan Guarantor by executing a supplement to the Loan Guaranty within 30 days following such request. Notwithstanding anything in this Agreement to the contrary, no Loan Party will be required to take any steps to deliver any foreign-law governed pledges, security agreements or similar agreements or create or perfect any Lien under the laws of any jurisdiction other that the United States, each state thereof or the District of Columbia to the extent such agreements or actions are not legally permissible or possible in such jurisdiction.

Additional Collateral; Further Assurances. (a) Subject to applicable Requirements of Law, The Borrower and each Subsidiary that is a Loan Party will shall cause each of its domestic Domestic Subsidiaries formed or acquired after the date Effective Date in accordance with the terms of this Agreement to become a Loan Party by executing a the Joinder Agreement set forth as Exhibit E hereto (the “Joinder Agreement”) within thirty (30) days (or such later date as may be agreed upon by the Administrative Agent) of such formation, acquisition or qualification, such Joinder Agreement to be accompanied by appropriate corporate resolutions, other corporate organizational and authorization documentation and legal opinions in form and substance reasonably satisfactory to the Administrative Agent. Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor or Borrower hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the LenderAdministrative Agent, for the benefit of the Secured Parties, in any property of such Loan Party which constitutes Collateral, including any parcel of real property located in the U.S. owned by any Loan Party. (b) Each Without limiting the generality of the foregoing, the Borrower and each Subsidiary that is a Loan Party will cause (i) 100% the Applicable Pledge Percentage of the issued and outstanding Equity Interests of each of its domestic Subsidiaries and (ii) 65% of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each foreign Pledge Subsidiary directly owned by any the Borrower or any domestic Domestic Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Lender, Administrative Agent for the benefit of the Secured Parties, pursuant to secure the Secured Obligations in accordance with the terms and conditions of the Loan Collateral Documents or such other security documents as the Lender Administrative Agent shall reasonably request. Notwithstanding the foregoing, no such pledge agreement in respect of the Equity Interests of a Foreign Subsidiary shall be required hereunder (i) until July 9, 2010 (or such later date as may be agreed upon by the Administrative Agent) and (ii) to the extent the Administrative Agent or its counsel determines that, in light of the cost and expense associated therewith, such pledge would not provide material credit support for the benefit of the Secured Parties pursuant to legally valid, binding and enforceable pledge agreements. (c) Without limiting the foregoing, each Loan Party will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Lender Administrative Agent such documents, agreements and instrumentsinstruments (including, without limitation, deposit account control agreements and securities account control agreements), and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust statements and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by any Requirement of Law law or which the Lender Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all in form and substance reasonably satisfactory to the Administrative Agent and all at the expense of the Loan Parties. (d) If any material assets (including any real property or improvements thereto or any interest therein) are acquired by the Borrower or any Subsidiary that is a Loan Party after the Effective Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien under in favor of the Security Agreement Administrative Agent upon acquisition thereof), the Borrower Representative will (i) notify the Lender Administrative Agent and the Lenders thereof, and, if requested by the LenderAdministrative Agent or the Required Lenders, the Borrower will cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) will take, and cause each applicable the Subsidiary Loan Party Parties to take, such actions as shall be necessary or reasonably requested by the Lender Administrative Agent to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of the Loan Parties.

Additional Collateral; Further Assurances. (a) Subject Promptly, and in any event within 30 days after the Borrower or any of its Subsidiaries acquires any asset or property, including any Real Property, which is not covered by the existing Security Documents, including, without limitation, any Capital Stock of any Subsidiary (the "ADDITIONAL COLLATERAL"), the Borrower will cause any newly acquired Subsidiary to applicable Requirements of Lawexecute a Subsidiary Guaranty, each Loan Party and the Borrower will, and will cause each of its domestic Subsidiaries formed or acquired after the date of this Agreement to become a Loan Party by executing a Joinder Agreement. Upon execution and delivery thereofto, each such Person (i) shall automatically become a Loan Guarantor or Borrower hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the LenderAdministrative Agent, for the benefit of the Secured PartiesBanks, security interests and mortgages in such asset or property, EXCEPT that, with respect to any asset or property of such Loan Party which constitutes Collateralacquired in a Permitted Business Acquisition, including any parcel Subsidiary so acquired, such actions shall be required to be performed on or before the applicable Permitted Business Acquisition Closing Date (except as otherwise assented to by the Administrative Agent). Such security interests and mortgages shall be granted pursuant to documentation substantially the same as the Security Documents (the "ADDITIONAL SECURITY DOCUMENTS") reasonably satisfactory in form and substance to the Administrative Agent, including, without limitation, and if deemed desirable by the Administrative Agent, opinions of real local counsel in any jurisdictions in which such asset or property located is located, and shall constitute valid and enforceable perfected security interests superior to and prior to the rights of all third Persons and subject to no other Liens except Permitted Encumbrances at the time of perfection thereof. The Additional Security Documents or other instruments related thereto shall be duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the U.S. owned by any Loan PartyLiens in favor of the Administrative Agent for the benefit of the Banks required to be granted pursuant to the Additional Security Documents and all taxes, fees and other charges payable in connection therewith shall have been paid in full. (b) Each Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each of its domestic Subsidiaries and (ii) 65% of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each foreign Subsidiary directly owned by any Borrower or any domestic Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Lender, for the benefit of the Secured Parties, pursuant to the terms and conditions of the Loan Documents or other security documents as the Lender shall reasonably request. (c) Without limiting the foregoing, each Loan Party Holdings will, and will cause each Subsidiary of its Subsidiaries to, execute at its own expense, make, execute, endorse, acknowledge, file and/or deliver to the Administrative Agent from time to time such vouchers, invoices, schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, real property surveys, reports and deliverother assurances or instruments and take such further steps relating to the Collateral covered by any of the Security Documents or the Additional Security Documents as the Administrative Agent may reasonably require. Furthermore, or Holdings shall cause to be executed and delivered, delivered to the Lender Administrative Agent such documentsopinions of counsel, agreements title insurance and instrumentsother related documents as may be requested by the Administrative Agent to assure themselves that this Section 6.14 has been compiled with. Without limiting the generality of the foregoing, Holdings will, and will take cause each of its Subsidiaries to, obtain a Landlord Certification and Waiver in form and substance satisfactory to the Administrative Agent with respect to any leases of Real Property entered into by any Credit Party after the Closing Date or cause to be taken such further actions held by any Person which becomes a Credit Party after the Closing Date. (including c) At the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries request of the type required by Section 4.01Administrative Agent or the Required Banks, as applicable)Holdings shall provide to the Administrative Agent appraisals satisfying applicable requirements of FIRREA in respect of the Real Property of Holdings and its Subsidiaries, which may be required by any Requirement of Law or which the Lender mayif any, constituting Collateral, from time to time, in form and substance reasonably request satisfactory to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Loan PartiesAdministrative Agent. (d) If Holdings and the Borrower agree that each action required by this Section 6.14 shall be completed as soon as possible, but if such Collateral has been newly acquired by Holdings or its Subsidiaries or is Collateral held by any material assets newly acquired Subsidiary of the Borrower, in no event later than 30 days after the date of the acquisition of such Collateral; PROVIDED that with respect to any Collateral acquired in a Permitted Business Acquisition, each action required by this Section 6.14 with respect to such Collateral (including property of, or Capital Stock of, any real property or improvements thereto or any interest thereinnewly acquired Subsidiary) are acquired by any Loan Party after shall be taken no later than the Effective Date (other than assets constituting Collateral under the Security Agreement that become subject closing of such Permitted Business Acquisition, unless otherwise consented to the Lien under the Security Agreement upon acquisition thereof), the Borrower Representative will (i) notify the Lender and, if requested by the Lender, cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) take, and cause each applicable Loan Party to take, such actions as shall be necessary or reasonably requested by the Lender to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of the Loan PartiesAdministrative Agent.

Additional Collateral; Further Assurances. (a) Subject to applicable Requirements of Law, each Loan Party will cause each of its domestic Domestic Subsidiaries formed or acquired after the date of this Agreement or existing as of the date of this Agreement and not a Loan Party to become a Loan Party by executing a Joinder AgreementAgreement if requested by the Lender at any time. Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor or Borrower hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the Lender, for the benefit of the Secured Parties, in any property of such Loan Party which constitutes Collateral, including any parcel of real property located in the U.S. owned by any Loan Party. (b) Each Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each of its domestic Domestic Subsidiaries and (ii) 65% of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each foreign Foreign Subsidiary directly owned by any the Borrower or any domestic Domestic Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Lender, for the benefit of the Secured Parties, pursuant to the terms and conditions of the Loan Documents or other security documents as the Lender shall reasonably request. (c) Without limiting the foregoing, each Loan Party will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Lender such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by any Requirement of Law or which the Lender may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Loan Parties. (d) If any material assets (including any real property or improvements thereto or any interest therein) are acquired by any Loan Party after the Effective Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien under the Security Agreement upon acquisition thereof), the Borrower Representative will (i) notify the Lender and, if requested by the Lender, cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) take, and cause each applicable Loan Party to take, such actions as shall be necessary or reasonably requested by the Lender to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of the Loan Parties.

Additional Collateral; Further Assurances. (a) Subject to any applicable Requirements Requirement of Law, each Loan Party will cause each of its domestic Subsidiaries that is not a CFC formed or acquired after the date of this Agreement to become a Loan Party by executing a Joinder AgreementAgreement within 60 days of formation. In connection therewith, the Lender shall have received all documentation and other information regarding such newly formed or acquired Subsidiaries as may be required to comply with the applicable “know your customer” rules and regulations, including the USA Patriot Act. Upon execution and delivery thereof, each such Person (ix) shall automatically become a Loan Guarantor or Borrower hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (iiy) will grant Liens to the Lender, for the benefit of the Secured Parties, in any property of such Loan Party which constitutes Collateral, including any parcel of real property located in the U.S. owned by any Loan Party. (b) Each Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each of its domestic Domestic Subsidiaries (other than any Domestic Foreign Holding Company), and (ii) 65% (or such greater percentage that, due to a change in applicable law after the date hereof, (1) could not reasonably be expected to cause the undistributed earnings of such Foreign Subsidiary as determined for U.S. federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s U.S. parent and (2) could not reasonably be expected to cause any material adverse tax consequences) of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each foreign Foreign Subsidiary and Domestic Foreign Holding Company directly owned by any the Borrower or any domestic Subsidiary Loan Party to be subject at all times to a first priority, perfected Lien in favor of the Lender, Lender for the benefit of the Secured Parties, subject to Permitted Liens, pursuant to the terms and conditions of the Loan Documents or other security documents as the Lender shall reasonably request. (c) Without limiting the foregoing, each Loan Party will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Lender such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by any Requirement of Law or which the Lender may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all in form and substance reasonably satisfactory to the Lender and all at the expense of the Loan Parties. (d) If any material assets (including any real property or improvements thereto or any interest therein) are Material Real Property is acquired by any Loan Party after the Effective Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien under the Security Agreement upon acquisition thereof)Date, the Borrower Representative will (i) notify the Lender and, if requested by the Lender, cause such assets to be subjected to a Lien securing the Secured Obligations Obligations. In connection with any such acquisition of a fee interest in Material Real Property, the Loan Parties shall deliver to the Lender a Mortgage, title insurance policy (in such amount and containing such endorsements and affirmative coverages as the Lender shall reasonably require), survey, local counsel opinion, updated property insurance certificates naming the Lender as lender mortgagee and such other documents, instruments, agreements, convents, estoppels and other materials as the Lender shall reasonably require, each in form and substance reasonably satisfactory to the Lender. In addition to the foregoing, the Loan Parties shall deliver to the Lender prior to the execution and delivery of such Mortgage evidence as to (A) whether any such real property is a Flood Hazard Property and (iiB) takeif any such real property is a Flood Hazard Property, and cause each (1) whether the community in which such real property is located is participating in the National Flood Insurance Program, (2) the applicable Loan Party to take, such actions as shall be necessary or reasonably requested by Party’s written acknowledgment of receipt of written notification from the Lender (a) as to grant the fact that such real property is a Flood Hazard Property and perfect (b) as to whether the community in which each such Liens, including actions described Flood Hazard Property is located is participating in paragraph the National Flood Insurance Program and (c3) copies of this Section, all at the expense insurance policies or certificates of insurance of the Loan PartiesParties and their Subsidiaries evidencing flood insurance reasonably satisfactory to the Lender and naming the Lender as additional loss payee, in each case, in accordance with applicable Requirements of Law.

Additional Collateral; Further Assurances. (a) Subject to applicable Requirements of Lawlaw, the Borrower and each Loan Party will Domestic Subsidiary shall, unless the Lender otherwise consents, cause each of its domestic Domestic Subsidiaries formed or acquired after the date of this Agreement in accordance with the terms of this Agreement to become a Loan Party by executing execute a Joinder Agreement. Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor or Borrower hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the Lender, for the benefit of the Secured Parties, in any property of such Loan Party which constitutes Collateral, including any parcel of real property located in the U.S. owned by any Loan Party. (b) Each Loan Party The Borrower and each Domestic Subsidiary will cause (i) 100% of the issued and outstanding Equity Interests of each of its domestic Subsidiaries and (ii) 65% of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each foreign Domestic Subsidiary directly owned by any Borrower or any domestic Subsidiary such Loan Party to be subject at all times to a first priority, perfected Lien in favor of the Lender, for the benefit of the Secured Parties, Lender pursuant to the terms and conditions of the Loan Documents or other security documents as the Lender shall reasonably request. (c) Without limiting the foregoing, the Borrower and each Loan Party Domestic Subsidiary will, and will cause each Domestic Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Lender such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by any Requirement of Law law or which the Lender may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Loan Parties. (d) If any material assets (including any real property or improvements thereto or any interest thereinexcluding Excluded Property) are acquired by the Borrower or any Loan Party Domestic Subsidiary after the Effective Date (other than assets constituting Collateral under the Security Agreement or any other Collateral Document that become subject to the Lien under in favor of the Security Agreement Lender upon acquisition thereof), the Borrower Representative will (i) notify the Lender Lender, and, if requested by the Lender, cause such assets to be subjected to a Lien securing the Secured Obligations of or guaranteed by the applicable Loan Party and (ii) take, and cause each applicable Loan Party Domestic Subsidiary to take, such actions as shall be necessary or reasonably requested by the Lender to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of the Loan Parties.

Additional Collateral; Further Assurances. (a) Subject to applicable Requirements of Law, each Loan Party existing as of the First Amendment Effective Date will cause each of its domestic Subsidiaries formed or acquired after the date of this Agreement to become a Loan Party by executing a Joinder Agreement. Upon execution Loan Guaranty, which Loan Guaranty shall become effective on the First Amendment Effective Date, and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor or Borrower hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) Party will grant Liens to the LenderAdministrative Agent, for the benefit of the Administrative Agent and the other Secured Parties, in any property of such Loan Party which constitutes Collateral, including which grant shall become effective on the First Amendment Effective Date. Each Loan Party will cause each of its Subsidiaries formed or acquired after the First Amendment Effective Date to become a Loan Party by executing a Loan Guaranty and granting Liens to the Administrative Agent, for the benefit of the Administrative Agent and the other Secured Parties, in any parcel property of real property located such Loan Party which constitutes Collateral, in the U.S. owned by any Loan Partyeach case reasonably promptly after such Subsidiary is formed or acquired. (b) Each Loan Party will cause (i) 100% all of the issued and outstanding Equity Interests of each of its domestic Subsidiaries and (ii) 65% of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each foreign Subsidiary directly owned by any Borrower or any domestic Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Lender, Administrative Agent for the benefit of the Administrative Agent and the other Secured Parties, pursuant to the terms and conditions of the Loan Documents or other security documents as the Lender Administrative Agent shall reasonably request. (c) Without limiting the foregoing, each Loan Party will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Lender Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.014.03, as applicable), which may be required by any Requirement of Law or which the Lender Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all in form and substance reasonably satisfactory to the Administrative Agent and all at the expense of the Loan Parties. (d) If any material assets (including any real property Specified Real Property or improvements thereto or any interest therein) are acquired by any Loan Party after the First Amendment Effective Date (other than ​ ​ ​ assets constituting Collateral under the Security Agreement Collateral Documents that become subject to the Lien under the Security Agreement Collateral Documents upon acquisition thereof), the Borrower Representative will (i) notify the Lender Administrative Agent and the Lenders thereof, and, if requested by the LenderAdministrative Agent or the Required Lenders, cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) take, and cause each applicable Loan Party to take, such actions as shall be necessary or reasonably requested by the Lender Administrative Agent to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of the Loan Parties, and each Lender shall have completed and received all flood insurance due diligence and flood insurance compliance requirements with respect to such Specified Real Property. (e) Notwithstanding anything herein to the contrary, any grant of Liens by any of the Loan Parties required under this Agreement or any of the other Loan Documents, so long as the Senior Notes are outstanding and the Intercreditor Agreement is in effect, shall be granted to the Collateral Agent for the benefit of the Secured Parties and the holders of the Senior Notes and subject to the Intercreditor Agreement, and any reference herein to the grant of a Lien under the Collateral Documents for the benefit of the Administrative Agent and the other Secured Parties shall be deemed to refer to the Collateral Agent for the benefit of the Secured Parties and the holders of the Senior Notes and subject to the Intercreditor Agreement.

Additional Collateral; Further Assurances. (a) Subject to applicable Requirements of Lawlaw, Holdings, each U.S. Borrower and each Subsidiary that is a U.S. Loan Party will shall cause each of its domestic Domestic Subsidiaries formed or acquired after the date of this Agreement in accordance with the terms of this Agreement to become a U.S. Loan Party by executing a the Joinder Agreement set forth as Exhibit E hereto (the “Joinder Agreement”). Upon execution and delivery thereof, each such Person (i) shall automatically become a U.S. Loan Guarantor or Borrower hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the LenderAdministrative Agent, for the benefit of the Secured Lender Parties, in any all personal property of such U.S. Loan Party which constitutes other than Excluded Collateral, including any parcel of real property located in the U.S. owned by any Loan Party. (b) Each Subject to applicable law, the Canadian Borrower and each other Canadian Loan Party shall cause each of their Subsidiaries that is organized under the laws of Canada or any province thereof to become party to a guarantee agreement that guarantees repayment of the Canadian Obligations (which guarantee agreement shall be in form and substance satisfactory to Administrative Agent in its Permitted Discretion) and a security agreement (which shall, among other things, pledge 100% of the Equity Interests in each such Subsidiary and grant a security interest in all the personal property of each such Subsidiary other than Excluded Collateral, the foregoing to be in a form substantially similar to the Canadian Security Agreement) that secures repayment of the Canadian Obligations, together with such other documentation and filings that the Administrative Agent may reasonably require in order to perfect its first priority security interest in the assets subject to the terms of such security agreement. (c) To secure the prompt payment and performance of all the U.S. Secured Obligations, Holdings, each Borrower and each Subsidiary that is a U.S. Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each of its domestic Subsidiaries and Domestic Subsidiaries, (ii) 65% of the issued and outstanding Equity Interests constituting the total combined classes of Equity Interests entitled to vote in each of its first-tier Foreign Subsidiaries, and (within the meaning of Treas. Reg. Section 1.956-2(c)(2)iii) and 100% of the issued and outstanding non-voting Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956each of its first-2(c)(2)) in each foreign Subsidiary directly owned by any Borrower or any domestic Subsidiary tier Foreign Subsidiaries, to be subject at all times to a first priority, perfected Lien in favor of the Lender, Administrative Agent (for the benefit of the Secured U.S. Lender Parties, ) pursuant to the terms and conditions of the Loan Documents or other security documents as the Lender Administrative Agent shall reasonably request. (cd) Without limiting the foregoing, each Loan Party will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Lender Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by any Requirement of Law law or which the Lender Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Loan Parties. (de) If any material assets constituting personal property (including any real property or improvements thereto or any interest thereinother than Excluded Collateral) are acquired by any Loan Party after the Effective Date (other than assets constituting Collateral under the U.S. Security Agreement or the Canadian Security Agreement that become subject to the Lien under in favor of the Security Agreement Administrative Agent (for the benefit of the Lender Parties or the Canadian Lender Parties, as the case may be) upon acquisition thereof), the Borrower Representative will (i) promptly notify the Lender Administrative Agent and the Lenders thereof, and, if requested by the LenderAdministrative Agent or the Required Lenders, the Borrowers will cause such assets to be subjected to a Lien in favor of Administrative Agent (for the benefit of the Lender Parties or the Canadian Lender Parties, as the case may be) securing the Secured Obligations and (ii) will take, and cause each the applicable Loan Party Parties to take, such actions as shall be necessary or reasonably requested by the Lender Administrative Agent to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of the Loan Parties.

Additional Collateral; Further Assurances. . (a5) Subject to applicable Requirements of Lawlaw, GIC and each other Loan Party will shall cause each of its domestic Subsidiaries (if organized under the laws of any of the fifty States of the U.S.) formed or acquired after the date Third Restatement Date in accordance with the terms of this Agreement to become a Loan Party by executing a the Joinder Agreement set forth as Exhibit E hereto (the “Joinder Agreement”). Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor or Borrower hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the LenderAdministrative Agent, for the benefit of the Administrative Agent and the other Secured Parties, in any property of such Loan Party which constitutes Collateral, including any parcel of real Real Property or heritable property located in the U.S. owned by any Loan Party. (b6) Each GIC and each other Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each of its domestic Subsidiaries organized under the laws of any of the fifty States of the U.S. to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent, for the benefit of the Administrative Agent and the other Secured Parties, pursuant to the terms and conditions of the Loan Documents or other security documents as the Administrative Agent shall reasonably request. GIC and each other Loan Party will cause 65% (or such greater percentage that, due to a change in applicable law after the date hereof, (1) could not reasonably be expected, in the Borrower Representative’s discretion, to cause the undistributed earnings of such Foreign Subsidiary as determined for U.S. federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s U.S. parent and (ii2) 65% could not reasonably be expected, in the Borrower Representative’s discretion, to cause any material adverse tax consequences) of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in of each foreign Subsidiary directly owned by any Borrower or any domestic Subsidiary of its Foreign Subsidiaries to be subject at all times to a first priority, perfected Lien in favor of the LenderAdministrative Agent, for the benefit of the Administrative Agent and the other Secured Parties, . pursuant to the terms and conditions of the Loan Documents Security Agreement or other security documents governed by the laws of a state of the United States as the Lender Administrative Agent shall reasonably request. (c7) Without limiting the foregoing, each Loan Party GIC will, and will cause each Subsidiary of the other Loan Parties to, execute and deliver, or cause to be executed and delivered, to the Lender Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by any Requirement of Law or which the Lender Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all in form and substance reasonably satisfactory to the Administrative Agent and all at the expense of the Loan Parties. (d) 8) If any material assets (including any real property Real Property or improvements thereto or any interest therein) are acquired by any Borrower or any Subsidiary thereof that is a Loan Party after the Effective Third Restatement Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien under in favor of the Security Agreement Administrative Agent upon acquisition thereof), the applicable Borrower Representative will (i) notify the Lender Administrative Agent and the Lenders thereof, and, if requested by the LenderAdministrative Agent or the Required Lenders, the applicable Borrower will cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) will take, and cause each applicable Loan Party such Subsidiary to take, such actions as shall be necessary or reasonably requested by the Lender Administrative Agent to grant and perfect such Liens, including actions described in paragraph (cb) of this Section, all at the expense of the Loan Parties.

Additional Collateral; Further Assurances. (a) Subject to applicable Requirements of Law, each Loan Party will shall cause each of its domestic Significant Subsidiaries formed or acquired after the date of this Agreement to become a Loan Party by executing a Joinder AgreementJoinder. Upon execution and delivery thereofof a Joinder, each such Person (i) if intended to become a Borrower, shall automatically become a Loan Guarantor or Borrower hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the Lender, Agent (for the benefit of the Secured Parties, Lender Group and the Bank Product Providers ) in any property of such Loan Party which constitutes Collateral. Notwithstanding the foregoing, including any parcel of real property located if a Subsidiary is acquired through a Permitted Acquisition such Subsidiary shall not be required to become a Loan Party so long as KAC delivers notice to Agent prior to the Permitted Acquisition that such acquired Subsidiary would not become a Loan Party; provided, that each Subsidiary so acquired that does not become a Loan Party shall not be included in the U.S. owned by calculation of the Fixed Charge Coverage Ratio for any period if such Subsidiary, together with all other Subsidiaries that are not Loan PartyParties, account for greater than 15% of the consolidated EBITDA of KAC and its Subsidiaries for such period. (b) Each Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each of its domestic Subsidiaries and (ii) 65% of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each foreign Subsidiary directly owned by any Borrower or any domestic Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Lender, for the benefit of the Secured Parties, pursuant to the terms and conditions of the Loan Documents or other security documents as the Lender shall reasonably request. (c) Without limiting the foregoing, each Loan Party will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Lender Agent such documents, agreements and instrumentsinstruments (including policies of title insurance, flood certification documentation or other documentation with respect to all Real Property owned in fee and subject to a Mortgage), and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust statements and other documents and such other actions or deliveries of the type required by Section 4.013.1, as applicable), which may be required by any Requirement of Law law or which the Lender Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Loan Documents, all at the expense of the Loan PartiesBorrowers. (dc) If any material assets Notwithstanding anything to the contrary contained in this Agreement (including this Section 5.14) or in any real property or improvements thereto or other Loan Document, (i) Agent shall not accept delivery of any interest therein) are acquired by Mortgage from any Loan Party after unless each of the Effective Date (other than assets constituting Collateral under Lenders has received 45 days’ prior written notice thereof and Agent has received confirmation from each Lender that such Lender has completed its flood insurance diligence, has received copies of all flood insurance documentation and has confirmed that flood insurance compliance has been completed as required by the Security Agreement that become subject Flood Laws or as otherwise satisfactory to the Lien under the Security Agreement upon acquisition thereof), the Borrower Representative will (i) notify the such Lender and, if requested by the Lender, cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) take, and cause each applicable Loan Party to take, such actions as shall be necessary or reasonably requested by the Lender to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of the Loan Parties.

Additional Collateral; Further Assurances. (a) Subject to applicable Requirements of Law, each Loan Party will cause each Subsidiary of its domestic Subsidiaries formed or acquired after the date of this Agreement a Borrower (other than any Excluded Subsidiary) to become a U.S. Loan Party or a Foreign Loan Party, as applicable, by executing a Joinder AgreementAgreement within ten (10) Business Days after the date on which such Subsidiary is acquired, formed or ceases to be an Excluded Subsidiary. Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan U.S. Guarantor or Borrower a Foreign Guarantor, as applicable, hereunder and thereupon shall have all of the rights, benefits, duties, duties and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the LenderAdministrative Agent, for the benefit of the Administrative Agent and the other Secured Parties, in any property of such Loan Party which constitutes Collateral, including any parcel of real property located in the U.S. owned by any Loan Party. (b) Each U.S. Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each of its domestic Subsidiaries Domestic Subsidiaries, and (ii) 65% of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each foreign Foreign Subsidiary directly owned by any each Borrower or any domestic Domestic Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the LenderAdministrative Agent, for the benefit of the Administrative Agent and the other Secured Parties, pursuant to the terms and conditions of the Loan Documents or other security documents as the Administrative Agent shall reasonably request. After an Event of Default, each Foreign Loan Party will cause 100% of the issued and outstanding Equity Interests of each Foreign Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent, for the benefit of the Secured Parties, to secure the Foreign Obligations pursuant to the terms and conditions of the Loan Documents or other security documents as the Lender shall reasonably request. (c) Without limiting the foregoing, each Loan Party will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Lender Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture Fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by any Requirement of Law or which the Lender Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all in form and substance reasonably satisfactory to the Administrative Agent and all at the expense of the Loan Parties. (d) If any material assets (including any real property or improvements thereto or any interest therein) are acquired by any Loan Party after the Effective Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien under the Security Agreement upon acquisition thereof), the Borrower Representative will (i) notify the Lender Administrative Agent and the Lenders thereof and, if requested by the LenderAdministrative Agent or the Required Lenders and required under the Loan Documents, cause such assets to be subjected to a Lien securing the Secured Obligations or the Foreign Secured Obligations, as applicable, and (ii) to the extent required under the Loan Documents, take, and cause each applicable Loan Party to take, such actions as shall be necessary or reasonably requested by the Lender Administrative Agent to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of the Loan Parties. (e) Notwithstanding anything to the contrary contained herein or in any other Loan Document, no Loan or other Obligation of a U.S. Loan Party under any Loan Document shall be deemed to be (i) guaranteed by a CFC or by a CFC Holdco, or guaranteed by a subsidiary of a CFC or CFC Holdco; (ii) secured by any assets of a CFC, CFC Holdco or a subsidiary of a CFC or a CFC Holdco (including any CFC or CFC Holdco equity interests held directly or indirectly by a CFC or CFC Holdco); or (iii) secured by a pledge or other security interest in excess of 65% of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2) (and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) of a CFC or CFC Holdco. (f) Notwithstanding anything to the contrary contained herein or in any other Loan Document, (1) except as may be perfected by the filing of financing statements on Form UCC-1 or PPSA financing statements naming each applicable Loan Party as debtor and the Administrative Agent as the secured party with the appropriate filing office(s) and for so long as (x) no Event of Default shall have occurred is continuing and (y) such Real Estate or Equipment is not included in the determination of any portion of the Aggregate Borrowing Base, the Borrowers shall not be required to take any further actions (including the filing and recording of Fixture filings, mortgages, deeds of trust and other documents), which may otherwise be required by any Requirement of Law to ensure perfection and priority of the Liens created or intended to be created on Collateral consisting of any Real Estate or any Equipment of any Loan Party and (2) so long as the Borrowers shall not have made a Canadian Borrowing Base Election and no Event of Default shall have occurred is continuing, the Canadian Borrower and the other Foreign Loan Parties shall not be required to (except in their sole discretion) execute or deliver any Collateral Documents securing the Foreign Secured Obligations, any security agreements, mortgages, deeds of trust, deposit account control agreements, any securities account control agreements, or any other agreements, instruments or documents to create, perfect or evidence Liens to on such Loan Party’s assets to secure the Foreign Obligations; provided, however, that in each case of clauses (1) and (2) above, all such assets of such Loan Party shall at all times be maintained free and clear of all Liens and rights of any other Person (other than Permitted Encumbrances and, in the case of Equipment or Real Estate of any Loan Party, Liens securing Indebtedness under any Specified Debt Transaction (in compliance with the terms of this Agreement). (g) If any Event of Default has occurred and is continuing, at the Administrative Agent’s option and election, each Loan Party shall take such actions as the Administrative Agent shall reasonably require (including, without limitation, the execution and delivery of all such security agreements, mortgages, deeds of trust, deposit account control agreements, securities account control agreements, or other agreements, instruments or documents) to create, perfect or evidence Liens to on such Loan Party’s assets to secure the Foreign Secured Obligations and, in the case of a U.S. Loan Party, the U.S. Secured Obligations, as applicable. (h) Notwithstanding the foregoing, the Administrative Agent shall not enter into any Mortgage in respect of any Real Property acquired by any Loan Party after the Effective Date until the date that is (a) if such Mortgage relates to Real Property not located in a “special flood hazard area”, ten (10) Business Days or (b) if such Mortgage relates to Real Property located in a “special flood hazard area”, thirty (30) days (in each case, the “Mortgage Notice Period”), after the Administrative Agent has delivered to the Lenders the following documents in respect of such Real Property (which may be delivered electronically on an Electronic System): (i) a “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Real Property subject to a Mortgage (together with a notice about special flood hazard area status and flood disaster assistance duly executed by the Borrower or the applicable Loan Party in the event any such Real Property subject to a Mortgage is located in a special flood hazard area) and (ii) if required by Flood Laws, evidence of flood insurance as required by Section 5.10; provided, that any such Mortgage may be entered into prior to end of the Mortgage Notice Period if the Administrative Agent shall have received confirmation from each applicable Lender that such Lender has completed any necessary flood insurance diligence to its reasonable satisfaction.

Additional Collateral; Further Assurances. (a) Subject to applicable Requirements of LawThe Borrowers will, each Loan Party and will cause each Domestic Subsidiary to, execute any documents, UCC or PPSA filing statements, agreements and instruments, and take all further action (including filing Mortgages) that may be required under applicable law, or that the Administrative Agent may reasonably request, in order to effectuate the transactions contemplated by the Loan Documents and in order to grant, preserve, protect and perfect the validity and first priority of the Liens created or intended to be created by the Loan Documents. Each Borrower will cause any subsequently acquired or organized Domestic Subsidiary to execute a supplement (in form and substance satisfactory to the Administrative Agent) to the Subsidiary Guaranty and each other applicable Loan Document in favor of the Secured Parties. Each Borrower will cause its Foreign Subsidiaries to execute and deliver any documents reasonably necessary to perfect the pledge of its domestic Subsidiaries formed Equity Interests (subject to the limitations set forth below) under the laws of such subsidiaries’ jurisdiction of organization. In addition, from time to time, the Borrowers will, at their cost and expense, promptly secure the Obligations by pledging or acquired after creating, or causing to be pledged or created, perfected Liens with respect to such of their and their Domestic Subsidiaries’ assets and properties as the date of this Agreement to become a Loan Party by executing a Joinder Agreement. Upon execution and delivery thereofAdministrative Agent or the Required Lenders shall designate, each such Person (i) shall automatically become a Loan Guarantor or Borrower hereunder and thereupon shall have all it being agreed that it is the intent of the rightsparties that the Obligations shall be secured by, benefitsamong other things, dutiessubstantially all the assets of the Borrowers and their Domestic Subsidiaries (including real and personal property acquired subsequent to the Effective Date); provided that, and obligations notwithstanding anything to the contrary contained in any Loan Document, Revolving Loan Document or Second Lien Term Loan Document, neither the Borrowers nor their subsidiaries shall be required to pledge more than 65% of the voting Equity Interests (representing not greater than 65% of the total combined voting power of all classes of Equity Interests entitled to vote) of a Foreign Subsidiary, provided, further, that none of the Borrowers or their subsidiaries shall be required to pledge (or cause to be pledged) Equity Interests of a Foreign Subsidiary to the extent such capacity Equity Interests of such Foreign Subsidiary are held by another Foreign Subsidiary. Such Liens will be created under the Loan Documents in form and (ii) will grant Liens substance satisfactory to the LenderAdministrative Agent, for and the benefit of Borrowers shall deliver or cause to be delivered to the Secured PartiesAdministrative Agent all such instruments and documents (including legal opinions, in any property of such Loan Party which constitutes Collateral, including any parcel of real property located in title insurance policies and lien searches) as the U.S. owned by any Loan PartyAdministrative Agent shall reasonably request to evidence compliance with this Section. (b) Each Loan Party The Borrowers will cause (i) 100% of the issued and outstanding Equity Interests of each of its domestic Subsidiaries and (ii) 65% of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each foreign Subsidiary directly owned by any Borrower Revolving Loan Collateral or any domestic Subsidiary to be other assets that are subject at all times to a first priority, perfected Lien in favor of the Lender, for lenders (or the benefit administrative agent on behalf of such lenders) under the Revolving Loan Documents to be subject at all times to a perfected Lien in favor of the Secured Parties, Administrative Agent pursuant to the terms and conditions of the Loan Documents or Documents, and shall deliver such other security documents in connection therewith as the Lender Administrative Agent shall reasonably (taking into account the costs of delivery of such security documents and the benefits provided by such security documents) request. (c) Without limiting the foregoing, each Loan Party will, and the Borrowers will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Lender Administrative Agent such documents, agreements documents and instrumentsagreements, and will take or cause to be taken such further actions (including as the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by any Requirement of Law or which the Lender Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and Documents, including but not limited to ensure perfection and priority all items of the Liens created or intended to be created type required by the Collateral Documents, all at the expense of the Loan PartiesSection 4.01 (as applicable). (d) If To the extent permitted hereunder, if, after the Effective Date, any material assets Borrower proposes to (including any i) acquire a fee ownership interest in real property with a fair market value in excess of $5,000,000 or improvements thereto (ii) enter into any lease of Specified Real Property, such Borrower will (or, with respect to any such lease of Specified Leasehold Property, will use commercially reasonable efforts to), prior to or any concurrently with the acquisition of such fee ownership interest thereinor the entry into such lease, as the case may be, provide the Administrative Agent a mortgage or deed of trust granting the Administrative Agent a first priority Lien on the fee ownership interest or the leasehold interest (as applicable) are acquired to be acquired, a mortgage title insurance policy, local counsel opinion(s), a survey (with respect to such a fee ownership interest), consent of the lessor under the applicable lease to the mortgage or deed of trust (with respect to such a leasehold interest), supplemental casualty insurance if required by any Loan Party the Administrative Agent, flood insurance if required by law, and such other documents, instruments or agreements reasonably requested by the Administrative Agent, in each case, in form and substance reasonably satisfactory to the Administrative Agent. (e) Notwithstanding anything else set forth herein, the Borrowers will not be required to deliver the following items on the Effective Date and will be required instead to deliver them no later than 30 days after the Effective Date (other than assets constituting Collateral under or such later dates from time to time as consented to by the Security Agreement that become subject to the Lien under the Security Agreement upon acquisition thereof), the Borrower Representative will Administrative Agent in its reasonable discretion): (i) notify any documents required under German law to create and perfect the Lender and, if requested by security interest of the Lender, cause such assets to be subjected to a Lien securing Administrative Agent in 65% of the Secured Obligations and Equity Interests of any Subsidiary of any Borrower organized under the laws of Germany; (ii) take, a Mortgage and cause each applicable Loan Party all other documents and instruments required to take, such actions as shall be necessary or reasonably requested delivered in connection with the Mortgages delivered on the Effective Date with respect to all real estate acquired by the Lender Borrowers pursuant to grant and perfect such Liensthe IBR Plasma Asset Acquisition; and (iii) PPSA filing statements with respect to the Borrowers’ assets located in Canada, including actions described in paragraph (c) together with opinions of this Section, all at local counsel opining to the expense perfection of the Loan PartiesAdministrative Agent’s security interest in such Collateral.

Additional Collateral; Further Assurances. (a) Subject to applicable Requirements of Lawlaw, each Loan Party will shall cause each of its domestic Subsidiaries formed or acquired after the date of this Agreement in accordance with the terms of this Agreement to become a Loan Party by executing a the Joinder Agreement set forth as Exhibit E hereto (the “Joinder Agreement”). Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor or Borrower hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the LenderAdministrative Agent, for the benefit of the Secured PartiesAdministrative Agent and the Lenders, in any property of such Loan Party which constitutes Collateral, including any parcel of real property located in the U.S. owned by any Loan Party. (b) Each Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each of its domestic Subsidiaries and (ii) 65% (or such greater percentage that, due to a change in applicable law after the date hereof, (1) could not reasonably be expected to cause the undistributed earnings of such foreign Subsidiary as determined for U.S. federal income tax purposes to be treated as a deemed dividend to such foreign Subsidiary’s U.S. parent and (2) could not reasonably be expected to cause any material adverse tax consequences) of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each foreign Subsidiary directly owned by any the Borrower or any domestic Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Lender, for the benefit of the Secured Parties, Administrative Agent pursuant to the terms and conditions of the Loan Documents or other security documents as the Lender Administrative Agent shall reasonably request. (c) Without limiting the foregoing, each Loan Party will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Lender Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by any Requirement of Law law or which the Lender Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Loan Parties. Notwithstanding the foregoing, at any time after an Event of Default has occurred, each Loan Party will, upon the request of the Administrative Agent, cause each foreign Subsidiary to become a Loan Party and a Loan Guarantor and to grant Liens to the Administrative Agent on its assets and have the balance of its stock pledged to the Administrative Agent. (d) If any material assets (including any real property or improvements thereto or any interest therein) are acquired by any Loan Party after the Effective Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien under in favor of the Security Agreement upon acquisition thereof), the Borrower Representative will (i) notify the Lender Administrative Agent and the Lenders thereof, and, if requested by the LenderAdministrative Agent or the Required Lenders, the Borrowers will cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) will take, and cause each applicable the Loan Party Parties to take, such actions as shall be necessary or reasonably requested by the Lender Administrative Agent to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of the Loan Parties.

Additional Collateral; Further Assurances. (a) Subject to applicable Requirements Requirement of Law, each Loan Party will cause each of its domestic Subsidiaries Subsidiary formed or acquired after the date of this Agreement to become a Loan Party by executing a Joinder Agreement; provided, however, that no Foreign Subsidiary (or any Subsidiary thereof) shall be required to become a Loan Party hereunder to the extent doing so could reasonably be expected to result in material adverse tax consequences to the Loan Parties. Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor or Borrower hereunder and thereupon shall have all of the rights, benefits, duties, duties and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the LenderAdministrative Agent, for the benefit of the Administrative Agent and the other Secured Parties, in any property of such Loan Party which constitutes Collateral, including any parcel of real property located in the U.S. owned by any Loan Party. (b) Each Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each of its domestic directly-owned Domestic Subsidiaries and (ii) 65% (or such greater percentage that could not reasonably be expected to cause any material adverse tax consequences to the Loan Parties) of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each foreign directly-owned Subsidiary directly owned by any Borrower or any domestic that is a Foreign Subsidiary to to, in each case, be subject at all times to a first priority, perfected Lien in favor of the LenderAdministrative Agent, for the benefit of the Administrative Agent and the other Secured Parties, pursuant to the terms and conditions of the Loan Documents or other security documents as the Lender Administrative Agent shall reasonably request. (c) Without limiting the foregoing, each Loan Party will, and will cause each Subsidiary to, grant Liens and security interests in favor of the Administrative Agent on all assets other than Excluded Property (as defined in the Security Agreement) and to execute and deliver, or cause to be executed and delivered, to the Lender Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.014.01 and Section 5.15, as applicable), which may be required by any Requirement of Law or which the Lender Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all in form and substance reasonably satisfactory to the Administrative Agent and all at the expense of the Loan Parties. (d) If any material assets (including any real property or improvements thereto or any interest therein) constituting Collateral are acquired by any Loan Party after the Effective Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien under the Security Agreement upon acquisition thereof), the Borrower Representative will (i) notify the Lender Administrative Agent and the Lenders thereof and, if requested by the LenderAdministrative Agent or the Required Lenders, cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) take, and cause each applicable Loan Party to take, such actions as shall be necessary or reasonably requested by the Lender Administrative Agent to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of the Loan Parties.

Additional Collateral; Further Assurances. (a) Subject to applicable Requirements of Lawlaw, (y) each Loan Party will Borrower and each Subsidiary shall cause each of its domestic Domestic Subsidiaries formed or acquired after the date of this Agreement in accordance with the terms of this Agreement, and (z) Holdings shall cause each of its Line of Business Subsidiaries formed or acquired or otherwise existing after the date of this Agreement, to become a Loan Party by executing a the Joinder Agreement set forth as Exhibit E hereto (the “Joinder Agreement”). Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor or Borrower hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the LenderAdministrative Agent, for the benefit of the Secured PartiesAdministrative Agent and the Lenders, in any property of such Loan Party which constitutes Collateral, including any parcel of real property located in the U.S. owned by any Loan Party. (b) Each Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each of its domestic Subsidiaries and (ii) 65% of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each foreign Subsidiary directly owned by any Borrower or any domestic Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Lender, for the benefit of the Secured Parties, pursuant to the terms and conditions of the Loan Documents or other security documents as the Lender shall reasonably request.[Reserved] (c) Without limiting the foregoing, each Loan Party will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Lender Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust statements and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by any Requirement of Law law or which the Lender Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Loan Parties. Notwithstanding the foregoing or anything to the contrary set forth herein or in any Loan Document, at any time after an Event of Default has occurred and is continuing, at the option of the Administrative Agent, each Loan Party will, upon the request of the Administrative Agent, cause each Foreign Subsidiary to become a Loan Party and a Loan Guarantor and to grant Liens to the Administrative Agent on its assets and have all of its stock pledged to the Administrative Agent. (d) If any material assets (including any real property or improvements thereto or any interest therein) are acquired by any Loan Party after the Effective Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien under the Security Agreement upon acquisition thereof), the Borrower Representative will (i) notify the Lender and, if requested by the Lender, cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) take, and cause each applicable Loan Party to take, such actions as shall be necessary or reasonably requested by the Lender to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of the Loan Parties.[Reserved]

Additional Collateral; Further Assurances. (a) Subject to applicable Requirements of Lawlaw, each Loan Party will shall, unless the Required Lenders otherwise consent, (i) cause each of its domestic Subsidiaries (excluding any Foreign Subsidiary) to become or remain a Loan Party and a Guarantor and (ii) cause each (excluding any Foreign Subsidiary) formed or acquired after the date Closing Date in accordance with the terms of this Agreement to (1) become a party to this Agreement by executing the Joinder Agreement set forth as Exhibit F hereto (the “Joinder Agreement”), and (2) guarantee payment and performance of the Guaranteed Obligations pursuant to the Guaranty. (b) Upon the request of the Agent, each Loan Party shall (i) grant Liens to the Agent, for the benefit of the Agent and the Lenders, pursuant to such documents as the Agent may reasonably deem necessary and deliver such property, documents, and instruments as the Agent may request to perfect the Liens of the Agent in any Property of such Loan Party which constitutes Collateral, including any parcel of real Property located in the U.S. owned by executing a Joinder Agreementany Loan Party, and (ii) in connection with the foregoing requirements, or either of them, deliver to the Agent all items of the type required by Section 4.1 (as applicable). Upon execution and delivery thereofof such Loan Documents and other instruments, certificates, and agreements, each such Person (i) shall automatically become a Loan Guarantor or Borrower hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the Lender, for the benefit of the Secured Parties, in any property of such Loan Party which constitutes Collateral, including any parcel of real property located in the U.S. owned by any Loan PartyDocuments. (bc) Each Loan Party will cause (i) 100% of the issued and outstanding Equity Interests Capital Stock of each of its domestic Domestic Subsidiaries and (ii) 65% (or such greater percentage that, due to a change in an applicable law after the date hereof, (1) could not reasonably be expected to cause the undistributed earnings of such Foreign Subsidiary as determined for U.S. federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s U.S. parent and (2) could not reasonably be expected to cause any material adverse tax consequences) of the issued and outstanding Equity Interests Capital Stock entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests Capital Stock not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each foreign Foreign Subsidiary directly owned by any Borrower such Loan Party or any domestic Domestic Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Lender, for the benefit of the Secured Parties, Agent pursuant to the terms and conditions of the Loan Documents or other security documents as the Lender Agent shall reasonably request. (cd) Without limiting the foregoing, each Loan Party willshall, and will shall cause each Subsidiary of the Borrowers’ Subsidiaries which is required to become a Loan Party pursuant to the terms of this Agreement to, execute and deliver, or cause to be executed and delivered, to the Lender Agent such documents, agreements documents and instrumentsagreements, and will shall take or cause to be taken such further actions (including as the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by any Requirement of Law or which the Lender Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Loan Parties. (de) If Notwithstanding the foregoing, at any material assets (including any real property or improvements thereto or any interest therein) are acquired by any time after a Default has occurred, each Loan Party after shall, upon the Effective Date (other than assets constituting Collateral under request of the Security Agreement that Agent, cause each Foreign Subsidiary to become subject a Loan Party and a Guarantor and to grant Liens to the Lien under Agent on its assets and have the Security Agreement upon acquisition thereof), balance of its stock pledged to the Borrower Representative will (i) notify the Lender and, if requested by the Lender, cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) take, and cause each applicable Loan Party to take, such actions as shall be necessary or reasonably requested by the Lender to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of the Loan PartiesAgent.

Additional Collateral; Further Assurances. (a) Subject to applicable Requirements of Law, each Loan Party will cause each of its domestic Restricted Subsidiaries (other than any Excluded Subsidiary) formed or acquired after the date of this Agreement to become a Loan Party by executing a Joinder Agreement. Agreement in substantially the form of Exhibit E. Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor or Borrower hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the LenderAdministrative Agent, for the benefit of the Secured PartiesAdministrative Agent and the Lenders, in any property of such Loan Party which constitutes Collateral, including any parcel of real property located in the U.S. owned by any Loan Party. (b) Each Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each of its domestic Restricted Subsidiaries (other than a Disregarded Domestic Subsidiary) and (ii) 65% of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each foreign Restricted Subsidiary and Disregarded Domestic Subsidiary directly owned by any the Borrower or any domestic Restricted Subsidiary that is not a Disregarded Domestic Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Lender, Administrative Agent for the benefit of the Secured PartiesAdministrative Agent and the Lenders, pursuant to the terms and conditions of the Loan Documents or other security documents as the Lender Administrative Agent shall reasonably request. (c) The Borrower will cause Holdings to pledge and grant a first priority, perfected Lien in favor of the Administrative Agent in 100% of the issued and outstanding Equity Interests of the Borrower. (d) Without limiting the foregoing, each Loan Party will, and will cause each Restricted Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Lender Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by any Requirement of Law law or which the Lender Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Loan Parties. Nothing in this Section 5.12 shall require, and the Loan Documents shall not contain any requirements as to, the creation or perfection of pledges of or 59562397_5 LEGAL_US_E # 113892680.8124105178.14 security interests in, or the obtaining of title insurance, surveys, abstracts or appraisals or taking other actions with respect to any Excluded Property. (de) If any material assets (including any real property or improvements thereto having a fair market value in excess of $1,000,000 or any interest therein) are acquired by any Loan Party after the Effective Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien under in favor of the Security Agreement upon acquisition thereof), the Borrower Representative will (i) notify the Lender Administrative Agent and the Lenders thereof, and, if requested by the LenderAdministrative Agent or the Required Lenders, cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) take, and cause each applicable Loan Party to take, such actions as shall be necessary or reasonably requested by the Lender Administrative Agent to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of the Loan Parties. (f) Notwithstanding any other provision to the contrary, nothing in this Section 5.12 shall require, and the Loan Documents shall not contain any requirements as to, the creation or perfection of pledges of or security interests in any Excluded Property. (g) No actions shall be required to create any security interests in any assets or to perfect such security interests other than in the United States (it being understood that there shall be no security agreement or pledge agreement governed under the Laws of any non-U.S. jurisdiction).

Additional Collateral; Further Assurances. (a) Subject to applicable Requirements of Lawlaw, each Loan Party will shall cause each of its domestic Subsidiaries formed or acquired after the date of this Agreement in accordance with the terms of this Agreement to become a Loan Party by executing a the Joinder Agreement set forth as Exhibit E hereto (the “Joinder Agreement”). Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor or Borrower hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the LenderAdministrative Agent, for the benefit of the Secured PartiesAdministrative Agent and the Lenders, in any property of such Loan Party which constitutes Collateral, including any parcel of real property located in the U.S. owned by any Loan Party. (b) Each Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each of its domestic Subsidiaries and (ii) 65% of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each foreign Subsidiary directly owned by any Borrower or any domestic Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Lender, for the benefit of the Secured Parties, Administrative Agent pursuant to the terms and conditions of the Loan Documents or other security documents as the Lender Administrative Agent shall reasonably request. (c) Without limiting the foregoing, each Loan Party will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Lender Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by any Requirement of Law law or which the Lender Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Loan Parties. (d) If any material assets (including any real property or improvements thereto or any interest therein) are acquired by any Loan Party after the Effective Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien under in favor of the Security Agreement upon acquisition thereof), the Borrower Representative will (i) notify the Lender Administrative Agent and the Lenders thereof, and, if requested by the LenderAdministrative Agent or the Required Lenders, the Borrower will cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) will take, and cause each applicable the Loan Party Parties to take, such actions as shall be necessary or reasonably requested by the Lender Administrative Agent to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of the Loan Parties.

Additional Collateral; Further Assurances. (a%3) Subject to applicable Requirements of Law, each Loan Party will cause each of its domestic Subsidiaries Domestic Subsidiary formed or acquired after the date of this Agreement to become a Loan Party by executing a Joinder Agreementjoinder agreement in form satisfactory to the Lender. Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor or Borrower hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the Lender, for the benefit of the Secured Parties, in any property of such Loan Party which constitutes Collateral, including any parcel of real property located in the U.S. owned by any Loan Party and all other existing and future assets of each Loan Party. (ba) Each Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each of its domestic Subsidiaries and (iilimited, in the case of the Equity Interests of Foreign Subsidiaries, to (i) 6566.66% of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)), provided that a greater percentage may be required by the Lender to the extent a pledge of a greater percentage could not reasonably be expected to result in a material adverse tax consequence or if the Lender’s ability to be repaid in full would be impaired without such greater percentage, and (ii) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each foreign Foreign Subsidiary directly owned by any Borrower or any domestic Subsidiary such Loan Party) to be subject at all times to a first second priority, perfected Lien in favor of the Lender, for the benefit of the Secured Parties, subject only to first priority Liens in favor of the Lender on ABL Priority Collateral pursuant to the Intracreditor Agreement, and pursuant to the terms and conditions of the other Loan Documents or other security documents as the Lender shall reasonably request. (cb) Without limiting the foregoing, each Loan Party will, and will cause each Domestic Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Lender such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by any Requirement of Law or which the Lender may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all in form and substance reasonably satisfactory to the Lender and all at the expense of the Loan Parties. (dc) If any material assets (including any real property or improvements thereto or any interest therein) are acquired by any Loan Party after the Effective Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien under the Security Agreement upon acquisition thereof), the Borrower Representative will (i) notify the Lender Lender, and, if requested by the Lender, cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) take, and cause each applicable Loan Party to take, such actions as shall be necessary or reasonably requested by the Lender to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of the Loan Parties.

Additional Collateral; Further Assurances. (a) Subject to applicable Requirements Requirement of LawLaw and the definition of Excluded Assets, each Loan Party will cause each of its domestic Subsidiaries (other than Excluded Subsidiaries) formed or acquired after the date of this Agreement to become a Loan Party by executing a Joinder AgreementAgreement in each case promptly (and in any event within thirty (30) days after such Person becomes a Subsidiary or is no longer an Excluded Asset). In connection therewith, the Administrative Agent shall have received all documentation and other information regarding such newly formed or acquired Subsidiaries (other than Excluded Subsidiaries) as may be required to comply with the applicable “know your customer” rules and regulations, including the USA Patriot Act. Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor or Borrower hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the LenderAdministrative Agent, for the benefit of the Administrative Agent and the other Secured Parties, in any property of such Loan Party which constitutes Collateral, including any parcel of real property located . Notwithstanding anything to the contrary set forth in the U.S. owned by any Loan PartyDocument, no Loan Party shall be required to grant or cause to be perfected any Lien in any Excluded Asset. (b) Each Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each of its domestic Subsidiaries and (iiother than Excluded Assets) 65% of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each foreign Subsidiary directly owned by any Borrower or any domestic Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Lender, Administrative Agent for the benefit of the Administrative Agent and the other Secured Parties, pursuant to the terms and conditions of the Loan Documents or other security documents as the Lender Administrative Agent shall reasonably request. (c) The Borrower will cause Holdings to pledge and grant a first priority, perfected Lien in favor of the Lender in 100% of the issued and outstanding Equity Interests of the Borrower. (d) Without limiting the foregoing, each Loan Party will, and will cause each Subsidiary (other than Excluded Subsidiaries or Excluded Assets) to, execute and deliver, or cause to be executed and delivered, to the Lender Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by any Requirement of Law or which the Lender Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all in form and substance reasonably satisfactory to the Administrative Agent and all at the expense of the Loan Parties. (de) If any material assets (including any real property or improvements thereto or any interest therein) are acquired by any Loan Party after the Effective Date (other than (x) assets constituting Collateral under the Security Agreement that become subject to the Lien under the Security Agreement upon acquisition thereof, and (y) Excluded Assets), the Borrower Representative will (i) notify the Lender Administrative Agent and the Lenders thereof, and, if requested by the LenderAdministrative Agent or the Required Lenders, cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) take, and cause each applicable Loan Party to take, such actions as shall be necessary or reasonably requested by the Lender Administrative Agent to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of the Loan Parties.

Additional Collateral; Further Assurances. (a) Subject to applicable Requirements of Law, each Loan Credit Party will shall cause each any Subsidiary of its domestic Subsidiaries formed or acquired after the date Friedman's which is required to become a Credit Party pursuaxx xx xxx terms of this Agreement to, upon the request of the Agent, (i) grant Liens to become the Agent, for the benefit of the Agent and the Lenders, pursuant to such documents as the Agent may reasonably deem necessary and deliver such property, documents, and instruments as the Agent may request to perfect the Liens of the Agent in the Collateral of such Subsidiary (ii) execute a Loan Party Guaranty Agreement with respect to the Total Obligations (excluding the Total Obligations of such Credit Party) pursuant to Section 6.13, in form and substance satisfactory to the Agent, and (iii) in connection with the foregoing requirements, or either of them, deliver to the Agent all items of the type required by executing a Joinder AgreementSection 4.1(a) (as applicable). Upon execution and delivery thereofof such Credit Documents and other instruments, each certificates, and agreements, such Person (i) Subsidiary shall automatically become a Loan Borrower and a Guarantor, or a Guarantor or Borrower (but not a Borrower), as applicable, hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the Lender, for the benefit of the Secured Parties, in any property of such Loan Party which constitutes Collateral, including any parcel of real property located in the U.S. owned by any Loan PartyCredit Documents. (b) Each Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each of its domestic Subsidiaries and (ii) 65% of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each foreign Subsidiary directly owned by any Borrower or any domestic Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Lender, for the benefit of the Secured Parties, pursuant to the terms and conditions of the Loan Documents or other security documents as the Lender shall reasonably request. (c) Without limiting the foregoing, each Loan Credit Party willshall, and will shall cause each Subsidiary of Friedman's Subsidiaries which is required to become a Credit Xxxxx xxxsuant to the terms of this Agreement to, execute and deliver, or cause to be executed and delivered, to the Lender Agent such documents, agreements documents and instrumentsagreements, and will shall take or cause to be taken such further actions (including as the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by any Requirement of Law or which the Lender Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Credit Documents, all at the expense of the Loan Parties. (dc) If any material assets (including any real property or improvements thereto or any interest therein) are acquired Upon the Agent's request, each Credit Party will deliver to the Agent the following with respect to each parcel of Real Property owned by any Loan Party after the Effective Date (Credit Party, other than assets constituting Collateral under the Security Agreement that become Real Property described in Section 7.1(g) if prohibited by the terms of the documentation evidencing the Indebtedness described therein: (i) a Mortgage in proper form for recording in the jurisdiction in which such Real Property covered thereby is located; (ii) ALTA or other mortgagee's policies, in form and substance satisfactory to the Agent, with respect to the Real Property subject to the Lien under Mortgages; (iii) an environmental site assessment, in compliance with applicable Requirements of Law prepared by a credentialed environmental consultant acceptable to the Security Agreement upon acquisition thereof)Agent; (iv) a boundary survey prepared and certified to the Agent by a credentialed surveyor acceptable to the Agent; and (v) such other information, the Borrower Representative will (i) notify the Lender and, if requested by the Lender, cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) takedocumentation, and cause each applicable Loan Party certifications, in form and substance satisfactory to takethe Agent, such actions as shall may be necessary or reasonably requested by the Lender to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of the Loan PartiesAgent.

Additional Collateral; Further Assurances. (a%3) Subject to applicable Requirements of Law, each Loan Party will cause each of its domestic Subsidiaries Domestic Subsidiary formed or acquired after the date of this Agreement to become a Loan Party by executing a Joinder Agreementjoinder agreement in form satisfactory to the Lender. Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor or Borrower hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the Lender, for the benefit of the Secured Parties, in any property of such Loan Party which constitutes Collateral, including any parcel of real property located in the U.S. owned by any Loan Party and all other existing and future assets of each Loan Party. (ba) Each Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each of its domestic Subsidiaries and (iilimited, in the case of the Equity Interests of Foreign Subsidiaries, to (i) 6566.66% of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)), provided that a greater percentage may be required by the Lender to the extent a pledge of a greater percentage could not reasonably be expected to result in a material adverse tax consequence or if the Lender’s ability to be repaid in full would be impaired without such greater percentage, and (ii) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each foreign Foreign Subsidiary directly owned by any Borrower or any domestic Subsidiary such Loan Party) to be subject at all times to a first priority, perfected Lien in favor of the Lender, for the benefit of the Secured Parties, pursuant to the terms and conditions of the Loan Documents or other security documents as the Lender shall reasonably request. (cb) Without limiting the foregoing, each Loan Party will, and will cause each Domestic Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Lender such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by any Requirement of Law or which the Lender may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all in form and substance reasonably satisfactory to the Lender and all at the expense of the Loan Parties. (dc) If any material assets (including any real property or improvements thereto or any interest therein) are acquired by any Loan Party after the Effective Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien under the Security Agreement upon acquisition thereof), the Borrower Representative will (i) notify the Lender Lender, and, if requested by the Lender, cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) take, and cause each applicable Loan Party to take, such actions as shall be necessary or reasonably requested by the Lender to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of the Loan Parties.

Additional Collateral; Further Assurances. (a) Subject to applicable Requirements of LawThe Borrowers will, each Loan Party and will cause each Domestic Subsidiary to, execute any documents, UCC or PPSA filing statements, agreements and instruments, and take all further action (including filing Mortgages) that may be required under applicable law, or that the Administrative Agent may reasonably request, in order to effectuate the transactions contemplated by the Loan Documents and in order to grant, preserve, protect and perfect the validity and priority of the Liens created or intended to be created by the Loan Documents. Each Borrower will cause any subsequently acquired or organized Domestic Subsidiary to execute a supplement (in form and substance satisfactory to the Administrative Agent) to the Subsidiary Guaranty and each other applicable Loan Document in favor of the Secured Parties. Each Borrower will cause its Foreign Subsidiaries to execute and deliver any documents reasonably necessary to perfect the pledge of its domestic Subsidiaries formed Equity Interests (subject to the limitations set forth below) under the laws of such subsidiaries’ jurisdiction of organization. In addition, from time to time, the Borrowers will, at their cost and expense, promptly secure the Obligations by pledging or acquired after creating, or causing to be pledged or created, perfected Liens with respect to such of their and their Domestic Subsidiaries’ assets and properties as the date of this Agreement to become a Loan Party by executing a Joinder Agreement. Upon execution and delivery thereofAdministrative Agent or the Required Lenders shall designate, each such Person (i) shall automatically become a Loan Guarantor or Borrower hereunder and thereupon shall have all it being agreed that it is the intent of the rightsparties that the Obligations shall be secured by, benefitsamong other things, dutiessubstantially all the assets of the Borrowers and their Domestic Subsidiaries (including real and personal property acquired subsequent to the Effective Date); provided that, and obligations notwithstanding anything to the contrary contained in any Loan Document, Revolving Loan Document or Second Lien Term Loan Document, neither the Borrowers nor their subsidiaries shall be required to pledge more than 65% of the voting Equity Interests (representing not greater than 65% of the total combined voting power of all classes of Equity Interests entitled to vote) of a Foreign Subsidiary, provided, further, that none of the Borrowers or their subsidiaries shall be required to pledge (or cause to be pledged) Equity Interests of a Foreign Subsidiary to the extent such capacity Equity Interests of such Foreign Subsidiary are held by another Foreign Subsidiary. Such Liens will be created under the Loan Documents in form and (ii) will grant Liens substance satisfactory to the LenderAdministrative Agent, for and the benefit of Borrowers shall deliver or cause to be delivered to the Secured PartiesAdministrative Agent all such instruments and documents (including legal opinions, in any property of such Loan Party which constitutes Collateral, including any parcel of real property located in title insurance policies and lien searches) as the U.S. owned by any Loan PartyAdministrative Agent shall reasonably request to evidence compliance with this Section. (b) Each Loan Party The Borrowers will cause (i) 100% of the issued and outstanding Equity Interests of each of its domestic Subsidiaries and (ii) 65% of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each foreign Subsidiary directly owned by any Borrower Revolving Loan Collateral or any domestic Subsidiary to be other assets that are subject at all times to a first priority, perfected Lien in favor of the Lender, for lenders (or the benefit administrative agent on behalf of such lenders) under the Revolving Loan Documents to be subject at all times to a perfected Lien in favor of the Secured Parties, Administrative Agent pursuant to the terms and conditions of the Loan Documents or Documents, and shall deliver such other security documents in connection therewith as the Lender Administrative Agent shall reasonably (taking into account the costs of delivery of such security documents and the benefits provided by such security documents) request. (c) The Borrowers will cause any First Lien Term Loan Collateral or other assets that are subject to a first priority, perfected Lien in favor of the First Lien Term Loan Lenders (or the administrative agent on behalf of such First Lien Term Loan Lenders) under the First Lien Term Loan Documents to be subject at all times to a perfected Lien in favor of the Administrative Agent pursuant to the terms and conditions of the Loan Documents, and shall deliver such other security documents in connection therewith as the Administrative Agent shall reasonably (taking into account the costs of delivery of such security documents and the benefits provided by such security documents) request. (d) Without limiting the foregoing, each Loan Party will, and the Borrowers will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Lender Administrative Agent such documents, agreements documents and instrumentsagreements, and will take or cause to be taken such further actions (including as the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by any Requirement of Law or which the Lender Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and Documents, including but not limited to ensure perfection and priority all items of the Liens created or intended to be created type required by the Collateral Documents, all at the expense of the Loan PartiesSection 4.01 (as applicable). (de) If To the extent permitted hereunder, if, after the Effective Date, any material assets Borrower proposes to (including any i) acquire a fee ownership interest in real property with a fair market value in excess of $5,000,000 or improvements thereto (ii) enter into any lease of Specified Real Property, such Borrower will (or, with respect to any such lease of Specified Leasehold Property, will use commercially reasonable efforts to), prior to or any concurrently with the acquisition of such fee ownership interest thereinor the entry into such lease, as the case may be, provide the Administrative Agent a mortgage or deed of trust granting the Administrative Agent a first priority Lien on the fee ownership interest or the leasehold interest (as applicable) are acquired to be acquired, a mortgage title insurance policy, local counsel opinion(s), a survey (with respect to such a fee ownership interest), consent of the lessor under the applicable lease to the mortgage or deed of trust (with respect to such a leasehold interest), supplemental casualty insurance if required by any Loan Party the Administrative Agent, flood insurance if required by law, and such other documents, instruments or agreements reasonably requested by the Administrative Agent, in each case, in form and substance reasonably satisfactory to the Administrative Agent. (f) Notwithstanding anything else set forth herein, the Borrowers will not be required to deliver the following items on the Effective Date and will be required instead to deliver them no later than 30 days after the Effective Date (other than assets constituting Collateral under or such later dates from time to time as consented to by the Security Agreement that become subject to the Lien under the Security Agreement upon acquisition thereof), the Borrower Representative will Administrative Agent in its reasonable discretion): (i) notify any documents required under German law to create and perfect the Lender and, if requested by security interest of the Lender, cause such assets to be subjected to a Lien securing Administrative Agent in 65% of the Secured Obligations and Equity Interests of any Subsidiary of any Borrower organized under the laws of Germany; (ii) take, a Mortgage and cause each applicable Loan Party all other documents and instruments required to take, such actions as shall be necessary or reasonably requested delivered in connection with the Mortgages delivered on the Effective Date with respect to all real estate acquired by the Lender Borrowers pursuant to grant and perfect such Liensthe IBR Plasma Asset Acquisition; and (iii) PPSA filing statements with respect to the Borrowers’ assets located in Canada, including actions described in paragraph (c) together with opinions of this Section, all at local counsel opining to the expense perfection of the Loan PartiesAdministrative Agent’s security interest in such Collateral.

Additional Collateral; Further Assurances. (a) Subject to applicable Requirements of Lawlaw, the Borrower and each Subsidiary that is a Loan Party will shall cause each of its domestic Subsidiaries formed or acquired after the date of this Agreement in accordance with the terms of this Agreement to become a Loan Party by executing a the Joinder Agreement set forth as Exhibit E hereto (the “Joinder Agreement”). Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor or Borrower hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the Lender, for the benefit of the Secured Parties, Lender in any property of such Loan Party which constitutes Collateral, including any parcel of real property located in the U.S. owned by any Loan Party. (b) Each The Borrower and each Subsidiary that is a Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each of its domestic Subsidiaries and (ii) 65% (or such greater percentage that, due to a change in applicable law after the date hereof, (1) could not reasonably be expected to cause the undistributed earnings of such foreign Subsidiary as determined for U.S. federal income tax purposes to be treated as a deemed dividend to such foreign Subsidiary's U.S. parent and (2) could not reasonably be expected to cause any material adverse tax consequences) of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each foreign Subsidiary directly owned by any the Borrower or any domestic Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Lender, for the benefit of the Secured Parties, Lender pursuant to the terms and conditions of the Loan Documents or other security documents as the Lender shall reasonably request. (c) Without limiting the foregoing, each Loan Party will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Lender such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by any Requirement of Law law or which the Lender may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Loan Parties. Notwithstanding the foregoing, at any time after an Event of Default has occurred, each Loan Party will, upon the request of Lender, cause each Foreign Subsidiary to become a Loan Party and a Loan Guarantor and to grant Liens to Lender on its assets and have the balance of its stock pledged to Lender. (d) If any material assets (including any real property or improvements thereto or any interest therein) are acquired by the Borrower or any Subsidiary that is a Loan Party after the Effective Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien under in favor of the Security Agreement upon acquisition thereof), the Borrower Representative will (i) notify the Lender thereof, and, if requested by the Lender, the Borrower will cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) will take, and cause each applicable the Subsidiary Loan Party Parties to take, such actions as shall be necessary or reasonably requested by the Lender to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of the Loan Parties.

Additional Collateral; Further Assurances. (a) Subject to applicable Requirements of Law, each Loan Party will cause each of its domestic Domestic Subsidiaries formed or acquired after the date of this Agreement to become a Loan Party by executing a Joinder Agreement. Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor or Borrower hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the Lender, for the benefit of the Secured Parties, in any property of such Loan Party which constitutes Collateral. If, including at any parcel time, an Excluded Domestic Subsidiary, which is not a Loan Party solely because it does not meet the fair market value threshold, commences business operations and has total assets with a fair market value in excess of real property located $250,000.00, the Borrower shall notify the Lender in writing, and such Excluded Domestic Subsidiary shall be designated a Loan Party and comply with the U.S. owned by any Loan Partyprovisions of this Section 5.13. (b) Each Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each of its domestic Subsidiaries Domestic Subsidiary and (ii) 65% of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each foreign Foreign Subsidiary directly owned by any the Borrower or any domestic Domestic Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Lender, for the benefit of the Secured Parties, pursuant to the terms and conditions of the Loan Documents or other security documents as the Lender shall reasonably request. (c) Without limiting the foregoing, each Loan Party will, and will cause each Domestic Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Lender such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust statements and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by any Requirement of Law or which the Lender may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Loan Parties. (d) If any material assets (including any real property of the same type or improvements thereto or any interest therein) nature as those comprising Collateral are acquired by the Borrower or any Domestic Subsidiary that is a Loan Party after the Effective Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien in favor of the Lender under the Security Agreement upon acquisition thereof), the Borrower Representative will (i) notify the Lender and, if requested by the Lender, cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) take, and cause each applicable Loan Party to take, such actions as shall be necessary or reasonably requested by the Lender to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of the Loan Parties.

Additional Collateral; Further Assurances. (a1) Subject to any applicable Requirements Requirement of Law, each Loan Party will cause each of its domestic Subsidiaries Domestic Subsidiary formed or acquired after the date of this Agreement Agreement, including any limited liability company formed pursuant to any Division, to become a Loan Party by executing a Joinder Agreement. In connection therewith, the Administrative Agent must have received all documentation and other information regarding such newly formed or acquired Subsidiaries as may be required to comply with the applicable “know your customer” rules and regulations, including the USA Patriot Act. Upon execution and delivery thereof, each such Person (i) shall will automatically become a Loan Guarantor or Borrower hereunder and thereupon shall will have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the LenderAdministrative Agent, for the benefit of the Administrative Agent and the other Secured Parties, in any property of such Loan Party which that constitutes Collateral, including any parcel of real property located in the U.S. owned by any Loan Party. (b) Each Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each of its domestic Subsidiaries and (ii) 65% of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each foreign Subsidiary directly owned by any Borrower or any domestic Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Lender, for the benefit of the Secured Parties, pursuant to the terms and conditions of the Loan Documents or other security documents as the Lender shall reasonably request. (c2) Without limiting the foregoing, each Loan Party will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Lender Administrative Agent such documents, agreements agreements, and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which that may be required by any Requirement of Law or which that the Lender Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Loan Parties. (d) If any material assets (including any real property or improvements thereto or any interest therein) are acquired by any Loan Party after the Effective Date (other than assets constituting Collateral under the Security Agreement that become subject in form and substance reasonably satisfactory to the Lien under the Security Agreement upon acquisition thereof), the Borrower Representative will (i) notify the Lender and, if requested by the Lender, cause such assets to be subjected to a Lien securing the Secured Obligations Administrative Agent and (ii) take, and cause each applicable Loan Party to take, such actions as shall be necessary or reasonably requested by the Lender to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of the Loan PartiesBorrowers.

Additional Collateral; Further Assurances. (a) Subject to applicable Requirements of Lawlaw, the Borrower and each Subsidiary that is a Loan Party will shall cause each of its domestic Subsidiaries formed or acquired after the date of this Agreement in accordance with the terms of this Agreement to become a Loan Party by executing a the Joinder Agreement set forth as Exhibit C hereto (the “Joinder Agreement”) within thirty (30) days after that date when any such domestic Subsidiary is acquired or formed. Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor or Borrower hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the LenderAdministrative Agent, for the benefit of the Secured PartiesAdministrative Agent and the Lenders, in any property of such Loan Party which constitutes Collateral, including any parcel of real property located in the U.S. owned by any Loan Party. (b) Each The Borrower and each Subsidiary that is a Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each of its domestic Subsidiaries and (ii) 65% of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each foreign Subsidiary directly owned by any the Borrower or any domestic Subsidiary to be subject at all times (or in the case of Equity Interests that are acquired after the date hereof, within thirty (30) days after the date of such acquisition and at all times thereafter) to a first priority, perfected Lien in favor of the Lender, for the benefit of the Secured Parties, Administrative Agent pursuant to the terms and conditions of the Loan Documents or other security documents as the Lender Administrative Agent shall reasonably request. (c) Without limiting the foregoing, each Loan Party will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Lender Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by any Requirement of Law law or which the Lender Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Loan Documents, all at the expense of the Loan Parties. (d) If any material assets (including any real property or improvements thereto or any interest therein) are acquired by the Borrower or any Subsidiary that is a Loan Party after the Effective Date (other than assets constituting Collateral under the Security Agreement Agreements that become subject to the Lien under in favor of the Security Agreement Administrative Agent upon acquisition thereof), the Borrower Representative will (i) notify the Lender Administrative Agent and the Lenders thereof, and, if requested by the LenderAdministrative Agent or the Required Lenders, the Borrower will cause such assets to be subjected to a Lien securing the Secured Obligations Indebtedness evidenced by this Agreement and (ii) the other Loan Documents and will take, and cause each applicable the Subsidiary Loan Party Parties to take, such actions as shall be necessary or reasonably requested by the Lender Administrative Agent to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of the Loan Parties. (e) Upon request by Administrative Agent, the Borrower will deliver to the Administrative Agent control agreements with respect to all deposit accounts and securities accounts of the Borrower and its Subsidiaries (other than any deposit accounts and securities accounts that Administrative Agent may exclude in its sole discretion), in each case, in form, scope, and substance reasonably satisfactory the Administrative Agent, which have been duly executed and delivered by each party thereto.

Additional Collateral; Further Assurances. (a) Subject to applicable Requirements of Lawlaw, the Borrower and each Loan Party will Subsidiary Guarantor shall cause each of its domestic Subsidiaries formed or acquired after the date of this Agreement Effective Date to become a Loan Party by executing a Joinder Agreement in the form of Exhibit E (each, a “Joinder Agreement”). Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Subsidiary Guarantor or Borrower hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the LenderCollateral Agent, for the benefit of the Secured Parties, in any property of such Loan Party Subsidiary Guarantor which constitutes Collateral, including any parcel of real property located in the U.S. and owned by any Loan Partysuch Subsidiary Guarantor. (b) Each Loan Party The Borrower and each Subsidiary Guarantor will cause (i) 100% of the issued and outstanding Equity Interests of each of its domestic Subsidiaries and (ii) 65% of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each foreign Subsidiary directly owned by any Borrower or any domestic Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Lender, for the benefit of the Secured Parties, Collateral Agent pursuant to the terms and conditions of the Loan Documents or other security documents as the Lender shall reasonably requestDocuments. (c) Without limiting the foregoing, each Loan Party will, and will cause each Subsidiary of its Subsidiaries formed or acquired after the Effective Date to, execute and deliver, or cause to be executed and delivered, to the Lender Collateral Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.013.01, as applicable), which may be required by any Requirement of Law law or which the Lender Collateral Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Loan Parties. Anything contained in this Agreement or any of the other Loan Documents to the contrary notwithstanding, no Excluded Subsidiary Guarantor shall be required to execute a Joinder Agreement (as defined in the Security Agreement) or otherwise grant the Collateral Agent Liens on any of its real or personal property. (d) If any material assets (including any real property or improvements thereto or any interest therein) are acquired by the Borrower or any Loan Party Subsidiary Guarantor (other than an Excluded Subsidiary Guarantor) after the Effective Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien under in favor of the Security Agreement Collateral Agent upon the acquisition thereof), the Borrower Representative will (i) notify the Lender Collateral Agent and the Lenders thereof, and, if requested by the LenderCollateral Agent or the Required Lenders, the Borrower will cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) will take, and cause each applicable Loan Party the Subsidiary Guarantors to take, such actions as shall be necessary or reasonably requested by the Lender Collateral Agent to grant and perfect such Liens, including actions described in paragraph (c) of this SectionSection 5.13(c), all at the expense of the Loan Parties. (e) Promptly upon request by the Collateral Agent or the Required Lenders, the Borrower will take such actions as shall be necessary or reasonably requested by the Collateral Agent to increase the “maximum principal indebtedness” referred to in the Mortgage encumbering the Borrower’s Mortgaged Property located in Niagara County New York to an amount requested by the Collateral Agent, not to exceed $22,000,000, including without limitation, executing and delivering an amendment to such Mortgage in form and substance satisfactory to the Collateral Agent together with any affidavits, agreements or other documents reasonably requested by Collateral Agent in connection therewith and paying or causing to be paid any mortgage recording tax or other similar taxes and fees applicable in respect of such increase in such jurisdiction, all at the expense of the Loan Parties.

Additional Collateral; Further Assurances. (a) Subject to applicable Requirements of Lawlaw, the Borrower and each other Loan Party will shall cause each of its domestic Subsidiaries formed or acquired after the date of this Agreement in accordance with the terms of this Agreement to (i) become a Loan Party by executing a the Joinder Agreement set forth as Exhibit E hereto (the “Joinder Agreement”), and (ii) execute a joinder to the Security Agreement, pursuant to which such Subsidiary shall grant Liens to the Administrative Agent, for the benefit of the Administrative Agent and the Lenders, in any property of such Loan Party which constitutes Collateral. Upon execution and delivery thereofof the Joinder Agreement, each such Person (i) shall automatically become a Loan Guarantor or Borrower hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the Lender, for the benefit of the Secured Parties, in any property of such Loan Party which constitutes Collateral, including any parcel of real property located in the U.S. owned by any Loan PartyDocuments. (b) Each The Borrower and each other Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each of its domestic Subsidiaries and (ii) 6566% of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each foreign Foreign Subsidiary directly or indirectly owned by any the Borrower or any domestic Subsidiary other Loan Party to be subject at all times to a first priority, perfected Lien in favor of the Lender, for the benefit of the Secured Parties, Administrative Agent pursuant to the terms and conditions of the Loan Documents or other security documents as the Lender Administrative Agent shall reasonably request. (c) Without limiting the foregoing, each Loan Party will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Lender Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by any Requirement of Law law or which the Lender Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Loan Parties. (d) If any material assets (including any real property or improvements thereto or any interest therein) are acquired by any Loan Party after the Effective Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien under the Security Agreement upon acquisition thereof), the Borrower Representative will (i) notify the Lender and, if requested by the Lender, cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) take, and cause each applicable Loan Party to take, such actions as shall be necessary or reasonably requested by the Lender to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of the Loan Parties.

Additional Collateral; Further Assurances. (a) Subject to applicable Requirements of Law, each Loan Party will cause each of its domestic Subsidiaries formed or acquired after the date of this Agreement within thirty (30) days (or such longer period the Administrative Agent shall approve in writing) after such formation or acquisition to become a Loan Party by executing a Joinder Agreement. In connection therewith, the Administrative Agent shall have received all documentation and other information regarding such newly formed or acquired Subsidiaries as may be required to comply with the applicable “know your customer” rules and regulations, including the USA PATRIOT Act. Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor or Borrower hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the LenderAdministrative Agent, for the benefit of the Administrative Agent and the other Secured Parties, in any property of such Loan Party which constitutes Collateral, including any parcel of real property Material Real Property located in the U.S. owned by any Loan Party. (b) Each Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each of its domestic Subsidiaries and (ii) 65% of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each foreign Subsidiary directly owned by any Borrower or any domestic Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Lender, Administrative Agent for the benefit of the Administrative Agent and the other Secured Parties, pursuant to the terms and conditions of the Loan Documents or other security documents as the Lender Administrative Agent shall reasonably request. (c) Without limiting the foregoing, each Loan Party will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Lender Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the delivery of legal opinions, filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by any Requirement of Law or which the Lender Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Loan Parties. (d) With respect to all owned Material Real Property that is acquired after the Effective Date or that becomes Material Real Property after the Effective Date, the Loan Parties shall within sixty (60) days thereafter (or such later date as approved by the Administrative Agent), deliver each of the following, in form and substance reasonably satisfactory to the Administrative Agent: (i) a Mortgage on such property; (ii) evidence that a counterpart of the Mortgage has been recorded in the place necessary, in the Administrative Agent’s reasonable judgment, to create a valid and enforceable first priority Lien in favor of the Administrative Agent for the benefit of itself and the Secured Parties, subject to Permitted Encumbrances; (iii) ALTA or other mortgagee’s title policy; (iv) an ALTA survey prepared and certified to the Administrative Agent by a surveyor reasonably acceptable to the Administrative Agent; (v) an opinion of counsel in the state in which such real property is located in form and substance and from counsel reasonably satisfactory to the Administrative Agent; (vi) if any such parcel of real property is determined by the Administrative Agent to be in a flood zone, a flood notification form signed by the Borrower and evidence that flood insurance is in place for the building and contents, all in form and substance satisfactory to the Administrative Agent; (vii) if reasonably required by the Administrative Agent, a current appraisal of the real property prepared by an appraiser reasonably acceptable to the Administrative Agent, and in form and substance reasonably satisfactory to the Administrative Agent; (viii) if required by the Administrative Agent, an environmental assessment of the real property prepared by an environmental engineer reasonably acceptable to the Administrative Agent, and accompanied by such reports, certificates, studies or data as Administrative Agent may reasonably require, which shall all be in form and substance reasonably satisfactory to the Administrative Agent; and (ix) such other information, documentation, and certifications as may be reasonably required by the Administrative Agent. (e) If any material assets (including any real property or improvements thereto or any interest therein) are acquired by any Loan Party after the Effective Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien under the Security Agreement upon acquisition thereof), the Borrower Representative will (i) notify the Lender Administrative Agent and the Lenders thereof, and, if requested by the LenderAdministrative Agent or the Required Lenders, cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) take, and cause each applicable Loan Party to take, such actions as shall be necessary or reasonably requested by the Lender Administrative Agent to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of the Loan Parties.

Additional Collateral; Further Assurances. (a) Subject to applicable Requirements of Lawlaw, SYX and each other Loan Party will shall cause each of its domestic Subsidiaries (if organized under the laws of any of the fifty States of the U.S.) formed or acquired after the date Third Restatement Date in accordance with the terms of this Agreement to become a Loan Party by executing a the Joinder Agreement set forth as Exhibit E hereto (the “Joinder Agreement”). Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor or Borrower hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the LenderAdministrative Agent, for the benefit of the Administrative Agent and the other Secured Parties, in any property of such Loan Party which constitutes Collateral, including any parcel of real Real Property or heritable property located in the U.S. owned by any Loan Party. (b) Each SYX and each other Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each of its domestic Subsidiaries organized under the laws of any of the fifty States of the U.S. to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent, for the benefit of the Administrative Agent and the other Secured Parties, pursuant to the terms and conditions of the Loan Documents or other security documents as the Administrative Agent shall reasonably request. SYX and each other Loan Party will cause 65% (or such greater percentage that, due to a change in applicable law after the date hereof, (1) could not reasonably be expected, in the Borrower Representative’s discretion, to cause the undistributed earnings of such Foreign Subsidiary as determined for U.S. federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s U.S. parent and (ii2) 65% could not reasonably be expected, in the Borrower Representative’s discretion, to cause any material adverse tax consequences) of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in of each foreign Subsidiary directly owned by any Borrower or any domestic Subsidiary of its Foreign Subsidiaries to be subject at all times to a first priority, perfected Lien in favor of the LenderAdministrative Agent, for the benefit of the Administrative Agent and the other Secured Parties, . pursuant to the terms and conditions of the Loan Documents Security Agreement or other security documents governed by the laws of a state of the United States as the Lender Administrative Agent shall reasonably request. (c) Without limiting the foregoing, each Loan Party SYX will, and will cause each Subsidiary of the other Loan Parties to, execute and deliver, or cause to be executed and delivered, to the Lender Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by any Requirement of Law or which the Lender Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all in form and substance reasonably satisfactory to the Administrative Agent and all at the expense of the Loan Parties. (d) If any material assets (including any real property Real Property or improvements thereto or any interest therein) are acquired by any Borrower or any Subsidiary thereof that is a Loan Party after the Effective Third Restatement Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien under in favor of the Security Agreement Administrative Agent upon acquisition thereof), the applicable Borrower Representative will (i) notify the Lender Administrative Agent and the Lenders thereof, and, if requested by the LenderAdministrative Agent or the Required Lenders, the applicable Borrower will cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) will take, and cause each applicable Loan Party such Subsidiary to take, such actions as shall be necessary or reasonably requested by the Lender Administrative Agent to grant and perfect such Liens, including actions described in paragraph (cb) of this Section, all at the expense of the Loan Parties.

Additional Collateral; Further Assurances. (a) Subject to applicable Requirements of Lawlaw, each the Loan Party will Parties shall cause each of its domestic their respective Subsidiaries (other than Excluded Subsidiaries) formed or acquired after the date of this Agreement in accordance with the terms of this Agreement to become a Loan Party by executing a the Joinder Agreement set forth as Exhibit E hereto (the “Joinder Agreement”). Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor or Borrower hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the LenderAdministrative Agent, for the benefit of the Secured PartiesAdministrative Agent and the Lenders, in any property of such Loan Party which constitutes Collateral, including any parcel of real property located in the U.S. owned by any Loan Party. (b) Each Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each of its domestic Subsidiaries and (ii) 65% of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each foreign Subsidiary directly owned by any Borrower or any domestic Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Lender, for the benefit of the Secured Parties, pursuant to the terms and conditions of the Loan Documents or other security documents as the Lender shall reasonably request. (c) Without limiting the foregoing, each Loan Party will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Lender Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by any Requirement of Law law or which the Lender Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Loan Parties. (dc) If any material assets (including any real property or improvements thereto or any interest therein) that would constitute Collateral are acquired by the Loan Parties or any Subsidiary that is or becomes a Loan Party after the Effective Date (other than assets constituting Collateral under the Security Agreement Agreements that become subject to the a first priority perfected Lien under the Security Agreement Agreements upon acquisition thereof), the Borrower Representative Loan Parties will (i) notify the Lender Administrative Agent and the Lenders thereof, and, if requested by the LenderAdministrative Agent or the Required Lenders, the Loan Parties will cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) will take, and cause each applicable the Subsidiary Loan Party Parties to take, such actions as shall be necessary or reasonably requested by the Lender Administrative Agent to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of the Loan Parties.

Additional Collateral; Further Assurances. (a) Subject to applicable Requirements of Law, each Loan the Obligated Parties shall cause any Subsidiary of the Parent which is required to become an Obligated Party will cause each of its domestic Subsidiaries formed or acquired after pursuant to the date terms of this Agreement to, upon the request of the Agent, (i) grant Liens to become the Agent, for the benefit of the Agent and the Lenders, pursuant to such documents as the Agent may reasonably deem necessary and deliver such property, documents, and instruments as the Agent may request to perfect the Liens of the Agent in the Collateral of such Subsidiary (ii) execute a Loan Party Guaranty of the Obligations pursuant to Section 7.27, in form and substance satisfactory to the Agent, and (iii) in connection with the foregoing requirements, or either of them, deliver to the Agent all items of the type required by executing a Joinder AgreementSection 8.1(a) (as applicable). Upon execution and delivery thereofof such Loan Documents and other instruments, each certificates, and agreements, such Person (i) Subsidiary shall automatically become a Loan Guarantor or Borrower hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the Lender, for the benefit of the Secured Parties, in any property of such Loan Party which constitutes Collateral, including any parcel of real property located in the U.S. owned by any Loan PartyDocuments. (b) Each Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each of its domestic Subsidiaries and (ii) 65% of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each foreign Subsidiary directly owned by any Borrower or any domestic Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Lender, for the benefit of the Secured Parties, pursuant to the terms and conditions of the Loan Documents or other security documents as the Lender shall reasonably request. (c) Without limiting the foregoing, each Loan Party willthe Obligated Parties shall, and will shall cause each Subsidiary of the Parent's Subsidiaries which is required to become an Obligated Party pursuant to the terms of this Agreement to, execute and deliver, or cause to be executed and delivered, to the Lender Agent such documents, agreements documents and instrumentsagreements, and will shall take or cause to be taken such further actions (including as the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by any Requirement of Law or which the Lender Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Loan Parties. (dc) If any material assets (including any real property or improvements thereto or any interest therein) are acquired The Obligated Parties will deliver to the Agent the following with respect to each parcel of Real Estate owned by any Loan Obligated Party after the Effective Date (other than assets constituting Collateral under the Security Agreement that become subject which is required to the Lien under the Security Agreement upon acquisition thereof), the Borrower Representative will be Collateral: (i) notify a Mortgage in proper form for recording in the Lender jurisdiction in which such Real Estate covered thereby is located; and, if requested by the Lender, cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) takesuch other information, documentation, and cause each applicable Loan Party certifications, in form and substance satisfactory to takethe Agent, such actions as shall may be necessary or reasonably requested required by the Lender to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of the Loan PartiesAgent.

Additional Collateral; Further Assurances. Subject to applicable law, the REIT, the Borrower and each Borrowing Base Subsidiary shall: (a) Subject to applicable Requirements of Lawunless the Lender otherwise consents, each Loan Party will cause each Borrowing Base Subsidiary of its domestic Subsidiaries the Borrower formed or acquired after the date of this Agreement in accordance with the terms of this Agreement to become a Loan Party by executing a the Joinder Agreement set forth as Exhibit C hereto (the “Joinder Agreement”). Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor or Borrower hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will become a grantor under the Security Agreement and will grant Liens to the Lender, for the benefit of the Secured Parties, in any property of such Loan Party which constitutes Collateral, including any parcel of real property located in the U.S. owned by any Loan Party.; (b) Each Loan Party The REIT, the Borrower and each Borrowing Base Subsidiary will cause one hundred percent (i100%) 100% of the issued and outstanding Equity Interests of each of its domestic Borrowing Base Subsidiaries and (ii) 65% of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each foreign Subsidiary directly owned by any Borrower or any domestic Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Lender, for the benefit of the Secured Parties, Lender pursuant to the terms and conditions of the Loan Documents or other security documents as the Lender shall reasonably request.; and (c) Without limiting the foregoing, each Loan Party will, and will cause each Borrowing Base Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Lender such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by any Requirement of Law law or which the Lender may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Loan Parties. (d) If any material assets (including any real property or improvements thereto or any interest therein) are acquired by any Loan Party after the Effective Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien under the Security Agreement upon acquisition thereof), the Borrower Representative will (i) notify the Lender and, if requested by the Lender, cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) take, and cause each applicable Loan Party to take, such actions as shall be necessary or reasonably requested by the Lender to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of the Loan Parties.

Additional Collateral; Further Assurances. (a) Subject to applicable Requirements Requirement of Law, each Loan Party will cause each of its domestic Subsidiaries Subsidiary formed or acquired after the date of this Agreement to become a Loan Party by executing a Joinder Agreement; provided, however, that no Foreign Subsidiary (or any Subsidiary thereof) shall be required to become a Loan Party hereunder to the extent doing so could reasonably be expected to result in material adverse tax consequences to the Loan Parties. Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor or Borrower hereunder and thereupon shall have all of the rights, benefits, duties, duties and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the LenderAdministrative Agent, for the benefit of the Administrative Agent and the other Secured Parties, in any property of such Loan Party which constitutes Collateral, including any parcel of real property located in the U.S. owned by any Loan Party. (b) Each Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each of its domestic directly-owned Domestic Subsidiaries and (ii) 65% (or such greater percentage that could not reasonably be expected to cause any material adverse tax consequences to the Loan Parties) of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each foreign directly-owned Subsidiary directly owned by any Borrower or any domestic that is a Foreign Subsidiary to to, in each case, be subject at all times to a first priority, perfected Lien in favor of the LenderAdministrative Agent, for the benefit of the Administrative Agent and the other Secured Parties, pursuant to the terms and conditions of the Loan Documents or other security documents as the Lender Administrative Agent shall reasonably request. (c) Without limiting the foregoing, each Loan Party will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Lender Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust statements and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by any Requirement of Law or which the Lender Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all in form and substance reasonably satisfactory to the Administrative Agent and all at the expense of the Loan Parties. (d) If any material assets (including any real property or improvements thereto or any interest therein) constituting Collateral are acquired by any Loan Party after the Effective Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien under the Security Agreement upon acquisition thereof), the Borrower Representative will (i) notify the Lender Administrative Agent and the Lenders thereof and, if requested by the LenderAdministrative Agent or the Required Lenders, cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) take, and cause each applicable Loan Party to take, such actions as shall be necessary or reasonably requested by the Lender Administrative Agent to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of the Loan Parties.

Additional Collateral; Further Assurances. (a) Subject to applicable Requirements of Lawlaw, each Loan Party will and each Subsidiary that is a Loan Party shall cause each of its domestic Domestic Subsidiaries formed or acquired after the date Effective Date (except for Permitted J/Vs) in accordance with the terms of this Agreement to become a Loan Party by executing a the Joinder Agreement set forth as Exhibit D hereto (the “Joinder Agreement”) within five (5) Business Days of the creation or acquisition thereof (or such longer period of time agreed to in writing by the Administrative Agent in its sole and absolute discretion). Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor or Borrower hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the LenderAdministrative Agent, for the benefit of the Secured PartiesAdministrative Agent and the Lenders, in any property of such Loan Party which constitutes Collateral, including any parcel of owned real property located in the U.S. owned by any Loan Party. (b) Each Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each of its domestic Domestic Subsidiaries and (ii) 65% other than the Equity Interest of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests any Permitted J/Vs not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each foreign Subsidiary directly owned by any Borrower other Loan Party or any domestic Subsidiary Subsidiary) to be subject at all times to a first priority, perfected Lien in favor of the Lender, for the benefit of the Secured Parties, Administrative Agent pursuant to the terms and conditions of the Loan Documents or other security documents as the Lender Administrative Agent shall reasonably request. Each Loan Party will cause 65% of the issued and outstanding Equity Interests of each of its Foreign Subsidiaries (other than the Equity Interest of any Permitted J/Vs not owned by any other Loan Party or Subsidiary) to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent pursuant to the terms and conditions of the Loan Documents or other security documents as the Administrative Agent shall reasonably request. (c) Without limiting the foregoing, each Loan Party will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Lender Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, fee property mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by any Requirement of Law law or which the Lender Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Loan Parties. For the avoidance of doubt, no Loan Party shall have any obligation to deliver any mortgages in respect of any leasehold interests in real property. (d) If Subject to the second sentence of clause (b) above and the final sentence of clause (c) above, if any material assets (including any fee real property or improvements thereto or any interest therein) are acquired by any Loan Party after the Effective Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien under in favor of the Security Agreement upon acquisition thereof), the Borrower Representative will (i) notify the Lender Administrative Agent and the Lenders thereof, and, if requested by the LenderAdministrative Agent or the Required Lenders, cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) will take, and cause each applicable Subsidiary that is a Loan Party to take, such actions as shall be necessary or reasonably requested by the Lender Administrative Agent to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of the Loan Parties.

Additional Collateral; Further Assurances. (a) Subject The Borrower shall at all times remain party to applicable Requirements of Lawthe Security Agreement. Quiksilver shall, each Loan Party will and shall cause each of its domestic Material Domestic Subsidiaries (other than the Borrower) and each of the Additional Domestic Guarantors to, at all times (1) guarantee payment and performance of the Guaranteed Obligations pursuant to the Guarantee and (2) be party to the Security Agreement. Subject to the last sentence of Section 5.14(c) below, Quiksilver shall cause each Material Domestic Subsidiary formed or acquired after the date Closing Date in accordance with the terms of this Agreement to become a Loan Party by executing a Joinder Agreement. Upon execution (1) guarantee payment and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor or Borrower hereunder and thereupon shall have all performance of the rights, benefits, duties, and obligations in such capacity under Guaranteed Obligations pursuant to the Loan Documents Guarantee and (ii2) will grant Liens become party to the Lender, for the benefit of the Secured Parties, in any property of such Loan Party which constitutes Collateral, including any parcel of real property located in the U.S. owned by any Loan PartySecurity Agreement. (b) Each Loan Party will Quiksilver shall cause (i) 100% of the issued and outstanding Equity Interests Capital Stock of each of its domestic Material Domestic Subsidiaries and of each of the Additional Domestic Guarantors and (ii) 65% of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas) Section 1. Reg. Section 1.956956-2(c)(2)) and 100% of the issued and outstanding Equity Interests Capital Stock not entitled to vote (within the meaning of Treas. Reg. Section 1. Section 1.956956-2(c)(2)) in each foreign Material Foreign Subsidiary directly owned by any Borrower Quiksilver or any domestic Subsidiary Domestic Subsidiary, in each case to be subject at all times to a first priority, perfected Lien in favor of the Lender, for the benefit of the Secured Parties, Agent pursuant to the terms and conditions of the Loan Documents or other security documents as the Lender Agent shall reasonably request; provided, that, notwithstanding the foregoing, neither Quiksilver nor the Borrower shall be required to pledge any Capital Stock of the Target or the Holding Company unless the Holding Company and/or the Target, as applicable, remains a first-tier Material Foreign Subsidiary on the date which is ninety (90) days following the completion of the Tender Offer. (c) Without limiting the foregoing, Quiksilver shall, and shall cause each of the Domestic Subsidiaries which is required to become a Loan Party will, and will cause each Subsidiary pursuant to the terms of this Agreement to, execute and deliver, or cause to be executed and delivered, to the Lender Agent such documents, agreements documents and instrumentsagreements, and will shall take or cause to be taken such further actions (including as the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by any Requirement of Law or which the Lender Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority Documents. Following the completion of the Liens created or intended Tender Offer, Quiksilver shall, and shall cause each of its Subsidiaries to, use commercially reasonable efforts to be created by the Collateral Documents, all at the expense have each of the Loan Parties. Material Domestic Subsidiaries (dto the extent that such Material Domestic Subsidiaries are also Subsidiaries of the Target) If any material assets (including any real property or improvements thereto or any interest therein) are acquired by any Loan Party after promptly become party to both the Effective Date (other than assets constituting Collateral under Guarantee and the Security Agreement that become subject to the Lien under the Security Agreement upon acquisition thereof), the Borrower Representative will (i) notify the Lender and, if requested by the Lender, cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) take, and cause each applicable Loan Party to take, such actions as shall be necessary or reasonably requested by the Lender to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of the Loan PartiesAgreement.

Additional Collateral; Further Assurances. (a) Subject to applicable Requirements of Lawlaw, each Loan Party will shall, except as otherwise permitted hereunder (i) cause each Subsidiary of the Company (other than a Foreign Subsidiary and other than an Excluded Subsidiary or an Excluded Domestic Loan Party or a Designated Subsidiary) to become or remain a Loan Party and a Guarantor of all of the Obligations and (ii) cause each of its domestic Subsidiaries (other than a Foreign Subsidiary or an Excluded Domestic Loan Party) formed or acquired after the date of this Agreement in accordance with the terms of this Agreement to become a Loan Party by executing a the Joinder Agreement set forth as Exhibit B hereto (the “Joinder Agreement”). Upon execution and delivery thereof, each such Person (i) shall automatically become a Domestic Loan Guarantor or Borrower hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents Documents. (b) Each Canadian Loan Party now or hereafter formed or acquired shall guaranty the Foreign Obligations pursuant to a Joinder Agreement or a separate Loan Guaranty and (ii) will grant Liens to the LenderCanadian Agent, for the benefit of the Secured PartiesCanadian Agent and the Canadian Revolving Lenders, in any property of such Canadian Loan Party which constitutes Collateral, including excluding Real Property. Each European Loan Party now or hereafter formed or acquired shall guaranty the Foreign Obligations pursuant to a Joinder Agreement or a separate Loan Guaranty and grant Liens to the European Agent, for the benefit of the European Agent and the European Revolving Lenders, in any parcel property of real property located in the U.S. owned by any such European Loan PartyParty which constitutes Collateral, excluding Real Property. (bc) Holdings will cause 100% of the issued and outstanding Equity Interests of the Company to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent pursuant to the terms and conditions of the Loan Documents or other security documents as the Administrative Agent shall reasonably request. Each Borrower and each Subsidiary that is a Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each of its domestic Domestic Subsidiaries, other than Excluded Domestic Loan Parties, (and all other Subsidiaries in the case of Equity Interests owned by (A) the Canadian Borrower and each of its Subsidiaries, but not in support of the Domestic Obligations, (B) any European Borrower and each of their respective Subsidiaries, but not in support of the Domestic Obligations) and (ii) 65% of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each foreign Subsidiary CFC or CFC Holdco directly owned by the Company or by any Borrower or any domestic Subsidiary of its Domestic Subsidiaries to be subject at all times to a first priority, perfected Lien in favor of the Lender, for the benefit of the Secured Parties, Administrative Agent pursuant to the terms and conditions of the Loan Documents or other security documents as the Lender Administrative Agent shall reasonably request. (cd) Without limiting the foregoing, each Loan Party will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Lender Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust filings and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by any Requirement of Law law or which the Lender Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Loan Parties. (de) If any material assets (including excluding any real property Real Property or improvements thereto or any interest interests therein, which are addressed in Section 5.16) are acquired by any Loan Party after the Effective Date (other than assets constituting Collateral under the Security Agreement Agreements that become subject to the Lien under the Security Agreement Agreements upon acquisition thereof), the Borrower Representative will (i) notify the Lender Administrative Agent and the Lenders thereof, and, if requested by the LenderAdministrative Agent or the Required Lenders, subject to Section 9.21, the Borrowers will cause such assets to be subjected to a Lien securing the Secured Obligations, the Canadian Obligations and/or the European Obligations, as applicable, and (ii) will take, and cause each applicable the other Loan Party Parties to take, such actions as shall be necessary or reasonably requested by the Lender Administrative Agent to grant and perfect such Liens, including actions described in paragraph (cd) of this Section, all at the expense of the Loan Parties.

Additional Collateral; Further Assurances. (a) Subject to applicable Requirements Requirement of Law, each Loan Party will cause each Subsidiary that is (i) formed, (ii) acquired or (iii) that qualifies independently as, or is designated by the Borrower or the Administrative Agent as a Material Domestic Subsidiary pursuant to the definition of its domestic Subsidiaries formed or acquired “Material Domestic Subsidiary”, in each case after the date of this Agreement to become a Loan Party by executing a Joinder Agreement. Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor or Borrower hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the LenderAdministrative Agent, for the benefit of the Administrative Agent and the other Secured Parties, in any property of such Loan Party which constitutes Collateral, including any parcel of real property located in the U.S. owned by any Loan Party.. 77 (b) Each Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each of its domestic Domestic Subsidiaries (except any Excluded Domestic Subsidiary) and (ii) 65% of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each foreign Domestic Subsidiary Holding Company and in each Foreign Subsidiary directly owned by any Borrower or Loan Party (except any domestic such Foreign Subsidiary owned by a Domestic Subsidiary Holding Company) to be subject at all times to a first priority, perfected Lien in favor of the LenderAdministrative Agent, for the benefit of the Administrative Agent and the other Secured Parties, pursuant to the terms and conditions of the Loan Documents or other security documents as the Lender Administrative Agent shall reasonably request. Each Domestic Subsidiary Holding Company that is a Loan Party will cause 100% of the issued and outstanding Equity Interests of each of its Domestic Subsidiaries (except any Excluded Domestic Subsidiary) to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent, for the benefit of the Administrative Agent and the other Secured Parties, pursuant to the terms and conditions of the Loan Documents or other security documents as the Administrative Agent shall reasonably request. (c) Without limiting the foregoing, each Loan Party will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Lender Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by any Requirement of Law or which the Lender Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all in form and substance reasonably satisfactory to the Administrative Agent and all at the expense of the Loan Parties. (d) If any material assets (including excluding any real property or improvements thereto or any interest therein) are acquired by any Loan Party after the Effective Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien under the Security Agreement upon acquisition thereof), the Borrower Representative will (i) notify the Lender Administrative Agent and the Lenders thereof, and, if requested by the LenderAdministrative Agent or the Required Lenders, cause such assets (other than with respect to any real property or improvements thereto or any interest therein) to be subjected to a Lien securing the Secured Obligations and (ii) take, and cause each applicable Loan Party to take, such actions (other than with respect to any real property or improvements thereto or any interest therein) as shall be necessary or reasonably requested by the Lender Administrative Agent to grant and perfect such Liens, including actions described in paragraph clause (c) of this Section, all at the expense of the Loan Parties.

Additional Collateral; Further Assurances. (a1) Subject to applicable Requirements of Law, each Loan Obligated Party will shall cause each any Subsidiary of its domestic Subsidiaries formed or acquired after the date Parent which is required to become an Obligated Party pursuant to the terms of this Agreement to, upon the request of the Agent, (i) grant Liens to become the Agent, for the benefit of the Agent and the Lenders, pursuant to such documents as the Agent may reasonably deem necessary and deliver such property, documents, and instruments as the Agent may request to perfect the Liens of the Agent in the Collateral of such Subsidiary (ii) execute a Loan Party Guaranty of the Obligations pursuant to Section 7.29, in form and substance satisfactory to the Agent, and (iii) in connection with the foregoing requirements, or either of them, deliver to the Agent all items of the type required by executing a Joinder AgreementSection 8.1(a) (as applicable). Upon execution and delivery thereofof such Loan Documents and other instruments, each certificates, and agreements, such Person (i) Subsidiary shall automatically become a Loan Borrower and a Guarantor, or a Guarantor or Borrower (but not a Borrower), as applicable, hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the Lender, for the benefit of the Secured Parties, in any property of such Loan Party which constitutes Collateral, including any parcel of real property located in the U.S. owned by any Loan PartyDocuments. (b) Each Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each of its domestic Subsidiaries and (ii) 65% of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each foreign Subsidiary directly owned by any Borrower or any domestic Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Lender, for the benefit of the Secured Parties, pursuant to the terms and conditions of the Loan Documents or other security documents as the Lender shall reasonably request. (c2) Without limiting the foregoing, each Loan Obligated Party willshall, and will shall cause each Subsidiary of the Parent's Subsidiaries which is required to become an Obligated Party pursuant to the terms of this Agreement to, execute and deliver, or cause to be executed and delivered, to the Lender Agent such documents, agreements documents and instrumentsagreements, and will shall take or cause to be taken such further actions (including as the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by any Requirement of Law or which the Lender Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Loan Parties. (d3) If any material assets (including any real property or improvements thereto or any interest therein) are acquired Upon the Agent's request, each Obligated Party will deliver to the Agent the following with respect to each parcel of Real Estate owned by any Loan Party after Obligated Party: (1) a Mortgage in proper form for recording in the Effective Date jurisdiction in which such Real Estate covered thereby is located; (2) ALTA or other than assets constituting Collateral under mortgagee's title policies, in form and substance satisfactory to the Security Agreement that become Agent, with respect to the Real Estate subject to the Lien under Mortgages; (3) an environmental site assessment, in compliance with applicable Requirements of Law, prepared by a credentialed environmental consultant acceptable to the Security Agreement upon acquisition thereof)Agent; (4) a boundary survey prepared and certified to the Agent by a credentialed surveyor acceptable to the Agent; and (5) such other information, documentation, and certifications, in form and substance satisfactory to the Borrower Representative will (i) notify the Lender andAgent, if requested as may be required by the Lender, cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) take, and cause each applicable Loan Party to take, such actions as shall be necessary or reasonably requested by the Lender to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of the Loan PartiesAgent.

Additional Collateral; Further Assurances. (a) Subject to applicable Requirements Requirement of Law, each Loan Party will cause each of its domestic Subsidiaries Subsidiary formed or acquired after the date of this Agreement to become a Loan Party by executing a Joinder Agreement. Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor or Borrower hereunder and thereupon shall have all of the rights, benefits, duties, duties and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the LenderAdministrative Agent, for the benefit of the Administrative Agent and the other Secured Parties, in any property of such Loan Party which constitutes Collateral, including any parcel of real property located in the U.S. owned by any Loan Party. (b) Each Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each of its domestic Domestic Subsidiaries and (ii) 65% (or such greater percentage that, due to a change in applicable law after the date hereof, (1) could not reasonably be expected to cause the undistributed earnings of such Foreign Subsidiary as determined for U.S. federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary's U.S. parent and (2) could not reasonably be expected to cause any material adverse tax consequences) of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each foreign Foreign Subsidiary directly owned by any such Borrower or any domestic Domestic Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the LenderAdministrative Agent, for the benefit of the Administrative Agent and the other Secured Parties, pursuant to the terms and conditions of the Loan Documents or other security documents as the Lender Administrative Agent shall reasonably request. (c) Without limiting the foregoing, each Loan Party will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Lender Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust statements and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by any Requirement of Law or which the Lender Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all in form and substance reasonably satisfactory to the Administrative Agent and all at the expense of the Loan Parties. Notwithstanding the foregoing, at any time after an Event of Default has occurred, each Loan Party will, upon the request of the Administrative Agent, cause each Foreign Subsidiary to become a Loan Party and a Loan Guarantor and to grant Liens to the Administrative Agent on its assets and have the balance of its Equity Interests pledged to the Administrative Agent. (d) If any material assets (including any real property or improvements thereto or any interest therein) are acquired by any Loan Party after the Effective Date that are of the type of Collateral described in the Security Agreement (other than assets constituting Collateral under the Security Agreement that become subject to the Lien under the Security Agreement upon acquisition thereof), the Borrower Representative will (i) notify the Lender Administrative Agent and the Lenders thereof and, if requested by the LenderAdministrative Agent or the Required Lenders, cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) take, and cause each applicable Loan Party to take, such actions as shall be necessary or reasonably requested by the Lender Administrative Agent to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of the Loan Parties. (e) Within 60 days of the Effective Date, or such later date as may be agreed to by the Administrative Agent, the Loan Parties shall deliver to the Administrative Agent each Control Agreement required to be provided pursuant to Section 4.14 of the Security Agreement.

Additional Collateral; Further Assurances. (a) Subject to applicable Requirements of Law, each Loan Party will shall cause each of its domestic Significant Subsidiaries formed or acquired after the date of this Agreement to become a Loan Party by executing a Joinder; provided that subject to compliance with the terms of Section 5.18(b), XX Xxxxxxx shall execute and deliver a Joinder Agreementno later than April 16, 2021. Upon execution and delivery thereofof a Joinder, each such Person (i) if intended to become a Borrower, shall automatically become a Loan Guarantor or Borrower hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the Lender, Agent (for the benefit of the Secured Parties, Lender Group and the Bank Product Providers ) in any property of such Loan Party which constitutes Collateral. Notwithstanding the foregoing, including any parcel of real property located if a Subsidiary is acquired through a Permitted Acquisition such Subsidiary shall not be required to become a Loan Party so long as KAC delivers notice to Agent prior to the Permitted Acquisition that such acquired Subsidiary would not become a Loan Party; provided, that each Subsidiary so acquired that does not become a Loan Party shall not be included in the U.S. owned by calculation of the Fixed Charge Coverage Ratio for any period if such Subsidiary, together with all other Subsidiaries that are not Loan PartyParties, account for greater than 15% of the consolidated EBITDA of KAC and its Subsidiaries for such period. (b) Each Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each of its domestic Subsidiaries and (ii) 65% of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each foreign Subsidiary directly owned by any Borrower or any domestic Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Lender, for the benefit of the Secured Parties, pursuant to the terms and conditions of the Loan Documents or other security documents as the Lender shall reasonably request. (c) Without limiting the foregoing, each Loan Party will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Lender Agent such documents, agreements and instrumentsinstruments (including policies of title insurance, flood certification documentation or other documentation with respect to all Real Property owned in fee and subject to a Mortgage), and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust statements and other documents and such other actions or deliveries of the type required by Section 4.013.1, as applicable), which may be required by any Requirement of Law law or which the Lender Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Loan Documents, all at the expense of the Borrowers. (c) Notwithstanding anything to the contrary contained in this Agreement (including this Section 5.14) or in any other Loan PartiesDocument, (i) Agent shall not accept delivery of any Mortgage from any Loan Party unless each of the Lenders has received 45 days’ prior written notice thereof and Agent has received confirmation from each Lender that such Lender has completed its flood insurance diligence, has received copies of all flood insurance documentation and has confirmed that flood insurance compliance has been completed as required by the Flood Laws or as otherwise satisfactory to such Lender and (ii) Agent shall not accept delivery of any joinder to any Loan Document with respect to any Subsidiary of any Loan Party that is not a Loan Party, if such Subsidiary that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation unless such Subsidiary has delivered a Beneficial Ownership Certification in relation to such Subsidiary and Agent has completed its Patriot Act searches, OFAC/PEP searches and customary individual background checks for such Subsidiary, the results of which shall be satisfactory to Agent. (d) If any material assets (including any real property Any document, agreement, or improvements thereto instrument executed or any interest therein) are acquired by any issued pursuant to this Section 5.14 shall constitute a Loan Party after the Effective Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien under the Security Agreement upon acquisition thereof), the Borrower Representative will (i) notify the Lender and, if requested by the Lender, cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) take, and cause each applicable Loan Party to take, such actions as shall be necessary or reasonably requested by the Lender to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of the Loan PartiesDocument.

Additional Collateral; Further Assurances. (a) Subject to applicable Requirements of Law, each Loan Obligated Party will shall cause each any Subsidiary of its domestic Subsidiaries formed or acquired after the date Parent which is required to become an Obligated Party pursuant to the terms of this Agreement to become (i) grant Liens to the Agent, for the benefit of the Agent and the Lenders, pursuant to such documents as the Agent may reasonably deem necessary and deliver such property, documents, and instruments as the Agent may request to perfect the Liens of the Agent in the Collateral of such Subsidiary (ii) execute a Loan Party AMENDED AND RESTATED CREDIT AGREEMENT Guaranty of the Obligations pursuant to Section 7.26, in form and substance satisfactory to the Agent, and (iii) in connection with the foregoing requirements, or either of them, deliver to the Agent all items of the type required by executing a Joinder AgreementSection 8.1(a) (as applicable). Upon execution and delivery thereofof such Loan Documents and other instruments, each certificates, and agreements, such Person (i) Subsidiary shall automatically become a Loan Guarantor Borrower or Borrower a Guarantor, as applicable, hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the Lender, for the benefit of the Secured Parties, in any property of such Loan Party which constitutes Collateral, including any parcel of real property located in the U.S. owned by any Loan PartyDocuments. (b) Each Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each of its domestic Subsidiaries and (ii) 65% of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each foreign Subsidiary directly owned by any Borrower or any domestic Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Lender, for the benefit of the Secured Parties, pursuant to the terms and conditions of the Loan Documents or other security documents as the Lender shall reasonably request. (c) Without limiting the foregoing, each Loan Obligated Party willshall, and will shall cause each Subsidiary of the Parent’s Subsidiaries which is required to become an Obligated Party pursuant to the terms of this Agreement to, execute and deliver, or cause to be executed and delivered, to the Lender Agent such documents, agreements documents and instrumentsagreements, and will shall take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01actions, as applicable), which may be required by the Agent or any Requirement of Law or which the Lender may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Loan Parties. (dc) If any material assets (including any real property or improvements thereto or any interest therein) are acquired Each Obligated Party was, in accordance with the Original Credit Agreement, required to deliver to the Agent the following with respect to each parcel of Real Estate owned by any Loan Party after Obligated Party, if and to the Effective Date extent required by the Original Credit Agreement: (i) a Mortgage in proper form for recording in the jurisdiction in which such Real Estate covered thereby is located; (ii) ALTA or other than assets constituting Collateral under mortgagee’s title policies, in form and substance satisfactory to the Security Agreement that become Agent, with respect to the Real Estate subject to the Mortgages; (iii) an environmental site assessment, in compliance with applicable Requirements of Law, prepared by a credentialed environmental consultant acceptable to the Agent; (iv) a boundary survey prepared and certified to the Agent by a credentialed surveyor acceptable to the Agent (provided, however, that, with respect to the Real Estate in which the Agent was granted a Lien under on December 31, 2002, no such survey was required to be delivered to the Security Agent until thirty (30) days following December 31, 2002, at which time the Parent caused the survey exception contained in the mortgagee’s title policies to be eliminated by amendment or endorsement thereto); (v) an opinion of local counsel with respect to each Mortgage in form and substance satisfactory to the Agent; and (vi) such information, documentation, and certifications with respect to each parcel of Real Estate owned by any Obligated Party, in each case, in form and substance satisfactory to the Agent, as may be required by the Agent from time to time. Each Obligated Party will maintain in full force and effect the Liens in favor of the Agent covering Real Estate owned by such Obligated Party and securing the Obligations in accordance with the Original Credit Agreement, except to the extent that such Liens have been released in accordance with the terms and provisions of the Original Credit Agreement upon acquisition thereof)or may be released in accordance with the terms and provisions of this Agreement. In connection with each Lien required to be maintained in full force and effect, each Loan Party will maintain the Borrower Representative will requirements of subsections (i) notify the Lender and, if requested by the Lender, cause such assets to be subjected to a Lien securing the Secured Obligations and through (iivi) take, and cause each applicable Loan Party to take, such actions as shall be necessary or reasonably requested by the Lender to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of the Loan Parties.above. AMENDED AND RESTATED CREDIT AGREEMENT

Additional Collateral; Further Assurances. (a) Subject to applicable Requirements of Lawlaw, the Borrower will, and will cause each Subsidiary that is a Loan Party will to, cause each of its domestic Subsidiaries formed or acquired after the date of this Agreement in accordance with the terms of this Agreement to become a Loan Party by executing the Joinder Agreement in the form of Exhibit A to the Subsidiary Guaranty and the Joinder Agreement in the form of Annex F to the Security Agreement (collectively, the “Joinder Agreements” and each a “Joinder Agreement”) within 30 days of such formation or acquisition. Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Subsidiary Guarantor or Borrower hereunder under the Subsidiary Guaranty and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents to which it is a party and (ii) will shall automatically become a Grantor under the Security Agreement and shall grant Liens to the LenderAdministrative Agent, for the benefit of the Secured PartiesAdministrative Agent and the Lenders, in any property of such Loan Party which constitutes Collateral, including any parcel of real property located in the U.S. owned by any Loan Party. (b) Each Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each of its domestic Subsidiaries and (ii) 65% of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each foreign Subsidiary directly owned by any Borrower or any domestic Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Lender, for the benefit of the Secured Parties, pursuant to the terms and conditions of the Loan Documents or other security documents as the Lender shall reasonably request. (c) Without limiting the foregoing, each Loan Party the Borrower will, and will cause each Subsidiary that is a Loan Party to, execute and deliver, or cause to be executed and delivered, to the Lender Administrative Agent such documents, agreements agreements, opinions and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust statements and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by any Requirement of Law law or which the Lender Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Loan Parties. (dc) If any material assets (including any real property or improvements thereto the Borrower or any interest therein) are acquired by any Subsidiary that is a Loan Party after the Effective Date acquires any Deposit Account or Securities Account (other than assets constituting Collateral under an Excluded Account and any Specified Chase Account) in connection with the Security Agreement that become subject to the Lien under the Security Agreement upon acquisition thereof)consummation of a Permitted Acquisition, the Borrower Representative will shall, or shall cause such Subsidiary to (i) notify provide prompt written notice to the Lender andAdministrative Agent of the acquisition of such Deposit Account or Securities Account, if requested by the Lender, cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) takeobtain a Control Agreement with respect to such Deposit Account or Securities Account within 90 days following the consummation of such Permitted Acquisition. In the event that the Borrower or such Subsidiary is unable to obtain a Control Agreement with respect to any Deposit Account or Securities Account (other than an Excluded Account and any Specified Chase Account) acquired in connection with a Permitted Acquisition within such 90 day period, the Borrower shall, or shall cause such Subsidiary to, unless waived by the Administrative Agent, within 30 days after the expiration of such 90 day period, close such Deposit Account or Securities Account and transfer the cash or securities (or proceeds thereof) maintained in such accounts to new Deposit Accounts or Securities Accounts maintained with a depository bank, securities broker, securities intermediary or other financial institution that is a party to a Control Agreement or to any Specified Chase Account. (d) The Borrower will, and will cause each applicable Subsidiary that is a Loan Party to, use commercially reasonable efforts to take, such actions as shall be necessary or reasonably requested obtain a Processor Control Agreement/Letter with respect to each Credit Card Processor party to a credit card processing agreement acquired by the Lender Borrower or such Subsidiary in connection with the consummation of any Permitted Acquisition, within 90 days after the consummation of such Permitted Acquisition; provided that in the event that the Borrower or such Subsidiary is unable to grant and perfect obtain any such LiensProcessor Control Agreement/Letter within such 90 day period, including actions described in paragraph (c) then, unless waived by the Administrative Agent, the Borrower or such Subsidiary shall terminate the applicable credit card processing agreement within 30 days after the expiration of this Section, all at the expense of the Loan Partiessuch 90 day period).

Additional Collateral; Further Assurances. (a) Subject to applicable Requirements of Lawlaw, SYX and each other Loan Party will shall cause each of its domestic Subsidiaries (if organized under the laws of the United States of America) formed or acquired after the date of this Agreement in accordance with the terms of this Agreement to become a Loan Party by executing a the Joinder Agreement set forth as Exhibit E hereto (the "Joinder Agreement"). Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor or Borrower hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the Lenderapplicable Administrative Agents, for the benefit of the Secured Partiessuch Administrative Agent and the applicable Lenders, in any property of such Loan Party which constitutes Collateral, including any parcel of real Real Property or heritable property located in the U.S. US or UK owned by any Loan Party. (b) Each SYX and each other Loan Party (other than the UK Borrower) will cause (i) 100% of the issued and outstanding Equity Interests of each of its domestic Subsidiaries and (ii) 65% of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each foreign Subsidiary directly owned by any Borrower or any domestic Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Lender, for the benefit of the Secured Parties, US Administrative Agent pursuant to the terms and conditions of the Loan Documents or other security documents as the Lender US Administrative Agent shall reasonably request. SYX will cause 65% of the issued and outstanding Equity Interests of UK Borrower to be subject at all times to a first priority, perfected Lien in favor of the US Administrative Agent pursuant to the terms and conditions of the Share Pledge or other security documents as the US Administrative Agent shall reasonably request. (c) UK Borrower will cause 100% of the issued and outstanding Equity Interests of each of its Subsidiaries to be subject at all times to a first priority, perfected Lien (to the extent that Lien may be granted and perfected by the Debenture or other document governed by the laws of England, Scotland and Wales) in favor of the UK Administrative Agent pursuant to the terms and conditions of the Loan Documents or other security documents as the UK Administrative Agent shall reasonably request. (d) Without limiting the foregoing, each Loan Party SYX will, and will cause each Subsidiary of the other Loan Parties to, execute and deliver, or cause to be executed and delivered, to the Lender Administrative Agents such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by any Requirement of Law law or which the Lender any Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Loan Parties. (de) If any material assets (including any real property Real Property or improvements thereto or any interest therein) are acquired by any US Borrower or any US Subsidiary thereof that is a Loan Party after the Effective Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien under in favor of the Security Agreement US Administrative Agent upon acquisition thereof), the applicable Borrower Representative will (i) notify the Lender US Administrative Agent and the Lenders thereof, and, if requested by the LenderUS Administrative Agent or the Required Lenders, the applicable Borrower will cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) will take, and cause each applicable Loan Party such Subsidiary to take, such actions as shall be necessary or reasonably requested by the Lender US Administrative Agent to grant and perfect such Liens, including actions described in paragraph (b) of this Section, all at the expense of the Loan Parties. (f) If any material assets (including any Real Property or improvements thereto or any interest therein) are acquired by UK Borrower or any Subsidiary thereof that is a Loan Party after the Effective Date (other than assets constituting Collateral under the Debenture that become subject to the Lien in favor of the UK Administrative Agent upon acquisition thereof), UK Borrower will notify the UK Administrative Agent and the UK Lenders thereof, and, if requested by the UK Administrative Agent or the Required UK Lenders, the UK Borrower will cause such assets to be subjected to a Lien securing the Secured Obligations owed by the UK Borrower and will take, and cause such Subsidiary to take, such actions as shall be necessary or reasonably requested by the UK Administrative Agent to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of the Loan Parties.

Additional Collateral; Further Assurances. (a) Subject to applicable Requirements of Lawlaw, each Loan Party will shall, unless the Required Lenders otherwise consent, cause each of its domestic Subsidiaries (excluding any Foreign Subsidiary) formed or acquired after the date of this Agreement in accordance with the terms of this Agreement to become a Loan Party by executing a the Joinder Agreement set forth as Exhibit F hereto (the “Joinder Agreement”) within thirty (30) days after the formation or acquisition thereof. Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor or Borrower hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the LenderAdministrative Agent, for the benefit of the Secured PartiesAdministrative Agent and the Lenders, in any property of such Loan Party which constitutes CollateralCollateral as set forth in, including any parcel of real property located and in accordance with, the U.S. owned by any Loan PartyCollateral Documents. (b) Each Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each of its domestic Domestic Subsidiaries (excluding any Immaterial Subsidiary) and (ii) 65% of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each foreign Foreign Subsidiary (excluding, for the avoidance of doubt, Canadian Fertilizers, Ltd.) directly owned by any the Borrower or any domestic Domestic Subsidiary that is a Loan Party to be subject at all times to a first priority, priority perfected Lien in favor of the Lender, for the benefit of the Secured Parties, Administrative Agent pursuant to the terms and conditions of the Loan Documents or other security documents as the Lender Administrative Agent shall reasonably request. (c) Without limiting the foregoing, each Loan Party will, and will cause each Subsidiary of its Subsidiaries which is required to become a Loan Party pursuant to the terms of this Agreement to, execute and deliver, or cause to be executed and delivered, to the Lender Administrative Agent such documents, agreements documents and instrumentsagreements, and will take or cause to be taken such further actions (including as the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by any Requirement of Law or which the Lender Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Loan Parties. (d) If any material assets (including any real property or improvements thereto or any interest therein) are acquired by any Loan Party after the Effective Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien under the Security Agreement upon acquisition thereof), the Borrower Representative will (i) notify the Lender and, if requested by the Lender, cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) take, and cause each applicable Loan Party to take, such actions as shall be necessary or reasonably requested by the Lender to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of the Loan Parties.

Additional Collateral; Further Assurances. (a) Subject to applicable Requirements of Lawlaw, each Borrower and each Loan Party will cause each of its domestic Subsidiaries Designated Subsidiary formed or acquired after the date of this Agreement or that becomes a Designated Subsidiary after the Effective Date in accordance with the terms of this Agreement within 60 days (in each case, as such time may be extended in the Administrative Agent’s sole discretion) to become a Loan Party by executing Borrower or a Guarantor pursuant to a Joinder AgreementAgreement and take all such further actions (including the filing and recording of financing statements, fixture filings, and other documents) that are required under the Collateral Documents or this Agreement to cause the Collateral and Guaranty Requirement to be satisfied with respect to such Designated Subsidiary. Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor Borrower or Borrower Guarantor, as applicable hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the LenderAdministrative Agent, for the benefit of the Administrative Agent and the applicable Secured Parties, in any property of such Loan Party which constitutes Collateral, including any parcel of real property located in under the U.S. owned by any Loan Partyapplicable Security Agreement. (b) Each The Loan Party Parties will cause (i) 100% of the issued execute any and outstanding Equity Interests of each of its domestic Subsidiaries and (ii) 65% of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each foreign Subsidiary directly owned by any Borrower or any domestic Subsidiary to be subject at all times to a first priorityfurther documents, perfected Lien in favor of the Lender, for the benefit of the Secured Parties, pursuant to the terms and conditions of the Loan Documents or other security documents as the Lender shall reasonably request. (c) Without limiting the foregoing, each Loan Party will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Lender such documentsfinancing statements, agreements and instruments, and will take or cause to be taken all such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), documents) which may be required by any Requirement of Law or which the Lender Administrative Agent may, from time to time, reasonably request request, to carry out cause the terms Collateral and conditions of this Agreement Guaranty Requirement to be and remain satisfied at all times. The Loan Parties also agree to provide to the other Loan Documents and Administrative Agent, from time to ensure time upon reasonable request, evidence reasonably satisfactory to the Administrative Agent as to the perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Loan Parties. (d) If any material assets (including any real property or improvements thereto or any interest therein) are acquired by any Loan Party after the Effective Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien under the Security Agreement upon acquisition thereof), the Borrower Representative will (i) notify the Lender and, if requested by the Lender, cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) take, and cause each applicable Loan Party to take, such actions as shall be necessary or reasonably requested by the Lender to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of the Loan Parties.

Additional Collateral; Further Assurances. (a) Subject to applicable Requirements of Lawlaw, the Borrower and each Subsidiary that is a Loan Party will shall cause each of its domestic Subsidiaries formed or acquired after the date of this Agreement in accordance with the terms of this Agreement to become a Loan Party by executing a the Joinder Agreement set forth as Exhibit E hereto (the “Joinder Agreement”) as soon as reasonably practicable and in any event not later than thirty days after the date of formation or acquisition. Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor or Borrower hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the LenderAdministrative Agent, for the benefit of the Secured Parties, in any property of such Loan Party which constitutes Collateral, including any parcel of real property located in the U.S. owned by any Loan Party. (b) Each Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each of its domestic Subsidiaries and (ii) 65% of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each foreign Subsidiary directly owned by any Borrower or any domestic Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Lender, for the benefit of the Secured Parties, pursuant to the terms and conditions of the Loan Documents or other security documents as the Lender shall reasonably request. (c) Without limiting the foregoing, each Loan Party will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Lender Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust statements and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by any Requirement of Law law or which the Lender Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Loan Parties. (dc) If any material assets (including any real property or improvements thereto or any interest therein) are acquired by any Anything contained in this Agreement to the contrary notwithstanding, Invision shall not be required to become a Loan Party after for so long as doing so would result in a breach of the Effective Date (other than assets constituting Collateral under the Security Agreement SunTrust Credit Agreement. At any time that become subject to the Lien under the Security Agreement upon acquisition thereof), the Borrower Representative will (i) notify Invision is able to become a Loan Party without breaching the Lender and, if requested by the Lender, cause such assets to be subjected to a Lien securing the Secured Obligations SunTrust Credit Agreement and (ii) takeInvision is a domestic Subsidiary, and the Borrower shall cause each applicable Invision to become a Loan Party to takein accordance with Section 5.10(a), such actions as shall be necessary or reasonably requested by the Lender to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of the Loan Partiesmutatis mutandis.

Additional Collateral; Further Assurances. (a) Subject to applicable Requirements of Lawlaw, the Borrower and each Subsidiary that is a Loan Party will shall cause each of its domestic Subsidiaries whose financial results are consolidated with those of Borrower formed or acquired after the date of this Agreement in accordance with the terms of this Agreement to become a Loan Party by executing a Joinder joinder agreement becoming a party to this Agreement. Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor or Borrower hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the LenderAdministrative Agent, for the benefit of the Secured PartiesAdministrative Agent, the Issuing Bank and the Lenders, in any property of such Loan Party which constitutes Collateral, including any parcel of real property located in the U.S. owned by any Loan Party. (b) Each Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each of its domestic Subsidiaries and (ii) 65% of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each foreign Subsidiary directly owned by any Borrower or any domestic Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Lender, for the benefit of the Secured Parties, pursuant to the terms and conditions of the Loan Documents or other security documents as the Lender shall reasonably request. (c) Without limiting the foregoing, each Loan Party will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Lender Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust statements and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by any Requirement of Law law or which the Lender Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Loan Parties. (dc) If any material assets (including any real property of the same type or improvements thereto or any interest therein) nature as those comprising Collateral are acquired by the Borrower or any Subsidiary that is a Loan Party after the Effective Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien in favor of the Administrative Agent under the Security Agreement upon acquisition thereof), the Borrower Representative will (i) notify the Lender Administrative Agent and the Lenders thereof, and, if requested by the LenderAdministrative Agent or the Majority Lenders, the Borrower will cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) will take, and cause each applicable the Subsidiary Loan Party Parties to take, such actions as shall be necessary or reasonably requested by the Lender Administrative Agent to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of the Loan Parties.

Additional Collateral; Further Assurances. (a) Subject to applicable Requirements of Law, each Loan Obligated Party will shall cause each any Subsidiary of its domestic Subsidiaries formed or acquired after the date Parent which is required to become an Obligated Party pursuant to the terms of this Agreement to become (i) grant Liens to the Agent, for the benefit of the Agent and the Lenders, pursuant to such documents as the Agent may reasonably deem necessary and deliver such property, documents, and instruments as the Agent may request to perfect the Liens of the Agent in the Collateral of such Subsidiary (ii) execute a Loan Party Guaranty of the Obligations pursuant to Section 7.26, in form and substance satisfactory to the Agent, and (iii) in connection with the foregoing requirements, or either of them, deliver to the Agent all items of the type required by executing a Joinder AgreementSection 8.1(a) (as applicable). Upon execution and delivery thereofof such Loan Documents and other instruments, each certificates, and agreements, such Person (i) Subsidiary shall automatically become a Loan Guarantor Borrower or Borrower a Guarantor, as applicable, hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the Lender, for the benefit of the Secured Parties, in any property of such Loan Party which constitutes Collateral, including any parcel of real property located in the U.S. owned by any Loan PartyDocuments. (b) Each Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each of its domestic Subsidiaries and (ii) 65% of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each foreign Subsidiary directly owned by any Borrower or any domestic Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Lender, for the benefit of the Secured Parties, pursuant to the terms and conditions of the Loan Documents or other security documents as the Lender shall reasonably request. (c) Without limiting the foregoing, each Loan Obligated Party willshall, and will shall cause each Subsidiary of the Parent's Subsidiaries which is required to become an Obligated Party pursuant to the terms of this Agreement to, execute and deliver, or cause to be executed and delivered, to the Lender Agent such documents, agreements documents and instrumentsagreements, and will shall take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01actions, as applicable), which may be required by the Agent or any Requirement of Law or which the Lender may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents Documents. (c) Each Obligated Party will deliver to the Agent the following with respect to each parcel of Real Estate owned by any Obligated Party: (i) a Mortgage in proper form for recording in the jurisdiction in which such Real Estate covered thereby is located; (ii) ALTA or other mortgagee's title policies, in form and substance satisfactory to ensure perfection the Agent, with respect to the Real Estate subject to the Mortgages; (iii) an environmental site assessment, in compliance with applicable Requirements of Law, prepared by a credentialed environmental consultant acceptable to the Agent; (iv) a boundary survey prepared and priority of certified to the Liens created or intended Agent by a credentialed surveyor acceptable to the Agent (provided, however, that, with respect to the Real Estate in which the Agent is being granted a Lien on the Closing Date, no such survey shall be required to be created delivered to the Agent until thirty (30) days following the Closing Date, at which time the Parent will cause the survey exception contained in the mortgagee's title policies to be eliminated by amendment or endorsement thereto); (v) an opinion of local counsel with respect to each Mortgage in form and substance satisfactory to the Agent; and (vi) such other information, documentation, and certifications, in form and substance satisfactory to the Agent, as may be required by the Collateral Documents, all at the expense of the Loan PartiesAgent. (d) If In addition to, and without limiting the generality of, the foregoing provisions of this Section 7.28, each Obligated Party that owns any material assets (including any real property or improvements thereto of the Unappraised Assets or any interest thereintherein as of the earlier to occur of ninety (90) are acquired by any Loan Party days after the Effective Closing Date (other than assets constituting Collateral under or the Security Agreement that become subject initial date upon which any Default has occurred will, effective as of such date, grant Liens on such Unappraised Assets and interests therein to the Lien under Agent as security for the Security Agreement upon acquisition thereof), the Borrower Representative will Obligations in accordance with clause (i) notify the Lender and, if requested by the Lender, cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) take, and cause each applicable Loan Party to take, such actions as shall be necessary or reasonably requested by the Lender to grant and perfect such Liens, including actions described in paragraph (ca) of this Section, all at Section 7.28 (without the expense necessity of any request therefor by the Loan PartiesAgent).

Additional Collateral; Further Assurances. (a) Subject to applicable Requirements of Lawlaw, each Borrower and each Subsidiary that is a Loan Party will shall cause each of its domestic Subsidiaries formed or acquired after the date of this Agreement in accordance with the terms of this Agreement to become a Loan Party Borrower or a guarantor, as applicable, by executing a the Joinder Agreement set forth as Exhibit E hereto (the “Joinder Agreement”). Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Party and a Loan Guarantor or Borrower hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the LenderAdministrative Agent, for the benefit of the Secured PartiesAdministrative Agent and the Lenders, in any property of such Loan Party which constitutes Collateral, including any parcel of real property located in the U.S. owned by any Loan Party. (b) Each Borrower and each Subsidiary that is a Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each of its domestic Subsidiaries and (ii) 65% of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each foreign Subsidiary directly owned by any the Borrower or any domestic Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Lender, for the benefit of the Secured Parties, Administrative Agent pursuant to the terms and conditions of the Loan Documents or other security documents as the Lender Administrative Agent shall reasonably request. (c) Without limiting the foregoing, each Loan Party will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Lender Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by any Requirement of Law law or which the Lender Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Loan Parties. (d) If any material assets (including any real property or improvements thereto or any interest therein) are acquired by any Borrower or any Subsidiary that is a Loan Party after the Effective Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien under in favor of the Security Agreement upon acquisition thereof), the Borrower Representative will (i) notify the Lender Administrative Agent and the Lenders thereof, and, if requested by the LenderAdministrative Agent or the Required Lenders, the Borrowers will cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) will take, and cause each applicable the Subsidiary Loan Party Parties to take, such actions as shall be necessary or reasonably requested by the Lender Administrative Agent to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of the Loan Parties.

Additional Collateral; Further Assurances. (a) Subject to applicable Requirements Requirement of LawLaw and the definition of Excluded Assets, each Loan Party will cause each of its domestic Subsidiaries formed or acquired after the date of this Agreement to become a Loan Party by executing a Joinder AgreementAgreement in each case promptly (and in any event within thirty (30) days after such Person becomes a Subsidiary or is no longer an Excluded Asset). In connection therewith, the Administrative Agent shall have received all documentation and other information regarding such newly formed or acquired Subsidiaries as may be required to comply with the applicable “know your customer” rules and regulations, including the USA Patriot Act. Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor or Borrower hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the LenderAdministrative Agent, for the benefit of the Administrative Agent and the other Secured Parties, in any property of such Loan Party which constitutes Collateral, including any parcel of real property located . Notwithstanding anything to the contrary set forth in the U.S. owned by any Loan PartyDocument, no Loan Party shall be required to grant or cause to be perfected any Lien in any Excluded Asset. (b) Each Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each of its domestic Subsidiaries and (iiother than Excluded Assets) 65% of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each foreign Subsidiary directly owned by any Borrower or any domestic Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Lender, Administrative Agent for the benefit of the Administrative Agent and the other Secured Parties, pursuant to the terms and conditions of the Loan Documents or other security documents as the Lender Administrative Agent shall reasonably request. (c) The Borrower will cause Holdings to pledge and grant a first priority, perfected Lien in favor of the Lender in 100% of the issued and outstanding Equity Interests of the Borrower. (d) Without limiting the foregoing, each Loan Party will, and will cause each Subsidiary (other than Excluded Assets) to, execute and deliver, or cause to be executed and delivered, to the Lender Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by any Requirement of Law or which the Lender Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all in form and substance reasonably satisfactory to the Administrative Agent and all at the expense of the Loan Parties. (de) If any material assets (including any real property or improvements thereto or any interest therein) are acquired by any Loan Party after the Effective Date (other than (x) assets constituting Collateral under the Security Agreement that become subject to the Lien under the Security Agreement upon acquisition thereof, and (y) Excluded Assets), the Borrower Representative will (i) notify the Lender Administrative Agent and the Lenders thereof, and, if requested by the LenderAdministrative Agent or the Required Lenders, cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) take, and cause each applicable Loan Party to take, such actions as shall be necessary or reasonably requested by the Lender Administrative Agent to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of the Loan Parties.

Additional Collateral; Further Assurances. (a) Subject to applicable Requirements of Law, each Loan Obligated Party will cause shall cause, unless the Majority Lenders otherwise consent, each Subsidiary of its domestic the Parent other than those Subsidiaries formed listed on Schedule 8.27, and any Subsidiary that is not organized under Requirements of Law of the U.S. or acquired after the date of this Agreement any state thereof, to become a Loan Borrower and a Guarantor, or a Guarantor (but not a Borrower). (b) Upon request of the Administrative Agent, each Obligated Party shall (i) grant Liens to the Administrative Agent, for the benefit of the Administrative Agent and the Lenders, pursuant to such agreements, certificates, documents, and instruments as the Administrative Agent may reasonably deem necessary and deliver such property, agreements, certificates, documents, and instruments as the Administrative Agent may request to perfect the Liens of the Administrative Agent in any property of such Obligated Party that constitutes Collateral, (ii) execute a Guaranty Agreement as required by executing a Joinder AgreementSection 8.25, and (iii) in connection with the foregoing requirements, or either of them, deliver to the Administrative Agent all items of the type required by Section 9.1 (as applicable). Upon execution and delivery thereofof such Loan Documents and other agreements, certificates, documents, and instruments, each such Person (i) shall automatically become a Loan Borrower and a Guarantor, or a Guarantor or Borrower (but not a Borrower), as applicable, hereunder and thereupon shall have all of the rights, benefits, duties, and obligations obligations, in such capacity under the Loan Documents and (ii) will grant Liens to the Lender, for the benefit of the Secured Parties, in any property of such Loan Party which constitutes Collateral, including any parcel of real property located in the U.S. owned by any Loan Party. (b) Each Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each of its domestic Subsidiaries and (ii) 65% of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each foreign Subsidiary directly owned by any Borrower or any domestic Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Lender, for the benefit of the Secured Parties, pursuant to the terms and conditions of the Loan Documents or other security documents as the Lender shall reasonably requestDocuments. (c) Without limiting the foregoing, each Loan Obligated Party willshall, and will shall cause each Subsidiary of the Parent’s Subsidiaries that is required to become an Obligated Party pursuant to the terms of this Agreement to, execute and deliver, or cause to be executed and delivered, to the Lender Administrative Agent such documents, agreements documents and instrumentsagreements, and will shall take or cause to be taken such further actions (including as the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by any Requirement of Law or which the Lender Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Loan Parties. (d) If any material assets (including any real property or improvements thereto or any interest therein) are acquired by any Loan Party after the Effective Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien under the Security Agreement upon acquisition thereof), the Borrower Representative will (i) notify the Lender and, if requested by the Lender, cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) take, and cause each applicable Loan Party to take, such actions as shall be necessary or reasonably requested by the Lender to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of the Loan Parties.

Additional Collateral; Further Assurances. (a) Subject to applicable Requirements Requirement of Law, each Loan Party will cause each of its domestic Domestic Subsidiaries formed or acquired after the date of this Agreement AgreementEffective Date to become a Loan Party by executing a Joinder Agreement. In connection therewith, the Administrative Agent shall have received all documentation and other information regarding such newly formed or acquired Subsidiaries as may be required to comply with the applicable “know your customer” rules and regulations, including the USA Patriot Act. Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor or Borrower hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the LenderAdministrative Agent, for the benefit of the Administrative Agent and the other Secured Parties, in any property of such Loan Party which constitutes Collateral, including any parcel of real property located in the U.S. owned by any Loan Party. (b) Each Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each of its domestic Domestic Subsidiaries and (ii) 65% of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each foreign Foreign Subsidiary directly owned by any the Borrower or any domestic Domestic Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Lender, Administrative Agent for the benefit of the Administrative Agent and the other Secured Parties, pursuant to the terms and conditions of the Loan Documents or other security documents as the Lender Administrative Agent shall reasonably request. Notwithstanding the foregoing, no such pledge agreement in respect of the Equity Interests of a Foreign Subsidiary shall be required hereunder to the extent the Administrative Agent or its counsel determines that such pledge would not provide material credit support for the benefit of the Secured Parties pursuant to legally valid, binding and enforceable pledge agreements. (c) Without limiting the foregoing, each Loan Party will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Lender Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by any Requirement of Law or which the Lender Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all in form and substance reasonably satisfactory to the Administrative Agent and all at the expense of the Loan Parties. (d) If any material assets (including any real property or improvements thereto or any interest therein) are acquired by any Loan Party after the Effective Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien under the Security Agreement upon acquisition thereof), the Borrower Representative will (i) notify the Lender Administrative Agent and the Lenders thereof, and, if requested by the LenderAdministrative Agent or the Required Lenders, cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) take, and cause each applicable Loan Party to take, such actions as shall be necessary or reasonably requested by the Lender Administrative Agent to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of the Loan Parties; provided that the Administrative Agent may (but shall not be obligated to) determine in its sole and reasonable discretion that the cost to the Loan Parties of granting and perfecting any such Lien is disproportionate to the benefit to be realized by the Administrative Agent, the Lenders and the other Secured Parties by perfecting a Lien in a given asset or group of assets included in the Collateral and, in such case, the Administrative Agent shall be permitted to, without the consent of the Lenders or Required Lenders, waive the requirement of perfection set forth in this Section 5.14.

Additional Collateral; Further Assurances. (a) Subject to applicable Requirements of Lawlaw, each Loan Party will shall, unless the Required Lenders otherwise consent, cause each of its domestic Domestic Subsidiaries formed or acquired after the date of this Agreement in accordance with the terms of this Agreement to become a Loan Party by executing a the Joinder Agreement set forth as Exhibit E hereto (the "Joinder Agreement"). Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor or Borrower hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the LenderCollateral Agent, for the benefit of the Secured PartiesAgents and the Lenders, in any property of such Loan Party which constitutes Collateral, including any parcel of real property valued in excess of $1,000,000 which is located in the U.S. owned by any Loan Party. (b) Each Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each of its domestic Subsidiaries Domestic Subsidiaries, and (ii) 65% of the issued and outstanding Equity Interests entitled to vote (within the meaning Capital Stock of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each foreign Foreign Subsidiary directly owned by any the Borrower or any domestic Subsidiary other Loan Party to be subject at all times to a first priority, perfected Lien (subject only to the Lien securing the First Priority Obligations and Permitted Liens) in favor of the Lender, for the benefit of the Secured Parties, Collateral Agent pursuant to the terms and conditions of the Loan Documents or other security documents as the Lender Administrative Agent shall reasonably request. (c) Without limiting the foregoing, each Loan Party will, and will cause each Subsidiary of the Subsidiaries which is required to become a Loan Party pursuant to the terms of this Agreement to, execute and deliver, or cause to be executed and delivered, to the Lender Agents, as applicable, such documents, agreements documents and instrumentsagreements, and will take or cause to be taken such further actions (including as the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by any Requirement of Law or which the Lender Agents may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and Documents, including but not limited to ensure perfection and priority all items of the Liens created or intended to be created type required by the Collateral Documents, all at the expense of the Loan PartiesSection 4.1 (as applicable). (d) If any material assets (including any real property or improvements thereto or any interest therein) are acquired by To the extent permitted hereunder, if any Loan Party proposes to acquire a fee ownership interest in real property valued in excess of $1,000,000 and located in the United States after the Effective Date date of this Agreement, it shall contemporaneously with such acquisition provide to the Agents a mortgage or deed of trust granting the Collateral Agent a second priority Lien on such real property (other than assets constituting Collateral under the Security Agreement that become subject to the Lien under the Security Agreement upon acquisition thereofPermitted Liens), the Borrower Representative will (i) notify the Lender together with mortgage title insurance commitment, real property survey, local counsel opinion(s), and, if requested required by the LenderAdministrative Agent, cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) takeflood insurance, and cause each applicable Loan Party to takesuch other documents, such actions as shall be necessary instruments or agreements reasonably requested by the Lender Administrative Agent, in each case, in form and substance reasonably satisfactory to grant and perfect the Administrative Agent. (e) DASI will not permit any Domestic Subsidiary to become an obligor with respect to any First Priority Obligations or to pledge any property, whether now existing or hereafter acquired, to secure any First Priority Obligations unless such Liens, including actions described in paragraph (c) of this Section, all at the expense of Subsidiary is a Loan Party under the Loan PartiesDocuments and pledges such property to secure the Obligations.

Additional Collateral; Further Assurances. (a) Subject to applicable Requirements of Lawlaw, each Borrower and each Loan Party will cause each of its domestic Subsidiaries Designated Subsidiary formed or acquired after the date of this Agreement or that becomes a Designated Subsidiary after the Effective Date in accordance with the terms of this Agreement within 60 days (in each case, as such time may be extended in the Administrative Agent’s sole discretion) to become a Loan Party by executing Borrower or a Guarantor pursuant to a Joinder AgreementAgreement and take all such further actions (including the filing and recording of financing statements, fixture filings, and other documents) that are required under the Collateral Documents or this Agreement to cause the Collateral and Guaranty Requirement to be satisfied with respect to such Designated Subsidiary. Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor Borrower or Borrower Guarantor, as applicable hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the LenderAdministrative Agent, for the benefit of the Administrative Agent and the applicable Secured Parties, in any property of such Loan Party which constitutes Collateral, including any parcel of real property located in under the U.S. owned by any Loan Partyapplicable Security Agreement. (b) Each The Loan Party Parties will cause (i) 100% of the issued execute any and outstanding Equity Interests of each of its domestic Subsidiaries and (ii) 65% of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each foreign Subsidiary directly owned by any Borrower or any domestic Subsidiary to be subject at all times to a first priorityfurther documents, perfected Lien in favor of the Lender, for the benefit of the Secured Parties, pursuant to the terms and conditions of the Loan Documents or other security documents as the Lender shall reasonably request. (c) Without limiting the foregoing, each Loan Party will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Lender such documentsfinancing statements, agreements and instruments, and will take or cause to be taken all such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), documents) which may be required by any Requirement of Law or which the Lender Administrative Agent may, from time to time, reasonably request request, to carry out cause the terms Collateral and conditions of this Agreement Guaranty Requirement to be and remain satisfied at all times. The Loan Parties also agree to provide to the other Loan Documents and Administrative Agent, from time to ensure time upon reasonable request, evidence reasonably satisfactory to the Administrative Agent as to the perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Loan Parties. (dc) If Notwithstanding the foregoing, the Administrative Agent shall not enter into any material assets (including Mortgage in respect of any real property or improvements thereto or any interest therein) are Real Estate acquired by any Loan Party after the Effective Date until (other than assets constituting Collateral under 1) the Security Agreement date that become subject occurs 45 days after the Administrative Agent has delivered to the Lien under Lenders (which may be delivered electronically) the Security Agreement upon acquisition thereof), the Borrower Representative will following documents in respect of such Real Estate: (i) notify the Lender anda completed flood hazard determination from a third party vendor, if requested by the Lender, cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) take, and cause each if such Real Estate is located in a “special flood hazard area,” (A) a notification to the applicable Loan Party of that fact and (if applicable) notification to take, such actions as shall be necessary or reasonably requested the applicable Loan Party that flood insurance is not available and (B) evidence of receipt by the Lender applicable Loan Party of such notice, and (iii) if such notice is required to grant be provided to the applicable Loan Party and perfect flood insurance is available in the community in which such LiensReal Estate is located, including actions described in paragraph evidence of flood insurance, and (c2) of this Sectionthe Administrative Agent shall have received written confirmation from the Lenders that flood insurance due diligence and flood insurance compliance has been completed by the Lenders (such written confirmation not to be unreasonably conditioned, all at the expense of the Loan Partieswithheld or delayed).

Additional Collateral; Further Assurances. (a) Subject to applicable Requirements of Lawlaw, each Loan Party will shall cause each of its domestic Subsidiaries (other than such domestic Subsidiaries having less than $10,000 of assets) formed or acquired after the date of this Agreement in accordance with the terms of this Agreement to become a Loan Party by executing a the Joinder Agreement set forth as Exhibit E hereto (the “Joinder Agreement”). Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor or Borrower hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the LenderAdministrative Agent, for the benefit of the Secured PartiesCreditors, in any property of such Loan Party which constitutes Collateral, including any parcel of real property located in the U.S. owned by any Loan Party. (b) Each Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each of its domestic Subsidiaries and (ii) 65% of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each foreign Subsidiary directly owned by any Borrower or any domestic Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Lender, for the benefit of the Secured Parties, pursuant to the terms and conditions of the Loan Documents or other security documents as the Lender shall reasonably request. (c) Without limiting the foregoing, each Loan Party will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Lender Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by any Requirement of Law law or which the Lender Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Loan Parties. (dc) If at any material assets (including any real property or improvements thereto or any interest therein) are acquired time Availability shall fall below the Changeover Amount, then the Loan Parties shall promptly take the actions prescribed by any Loan Party after the Effective Date (other than assets constituting Collateral under the Security Agreement that become subject to establish cash dominion in favor of the Lien under the Security Agreement upon acquisition thereof), the Borrower Representative will (i) notify the Lender and, if requested by the Lender, cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) take, and cause each applicable Loan Party to take, such actions as shall be necessary or reasonably requested by the Lender to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of Administrative Agent over the Loan Parties.’ cash and Investment Property that

Additional Collateral; Further Assurances. (a) Subject to applicable Requirements of Law, each Loan Party will cause each of its domestic Domestic Subsidiaries formed or acquired after the date of this Agreement promptly to become a Loan Party by executing a Joinder Agreement. Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor or Borrower hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the Lender, for the benefit of the Secured Parties, in any property of such Loan Party which constitutes Collateral, including any parcel of real property located in the U.S. owned by any Loan PartyParty with a fair market value greater than $250,000. (b) Each Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each of its domestic Domestic Subsidiaries and (ii) 65% (or such higher percentage that would not result in a material adverse tax consequence for the Borrowers) of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each foreign Foreign Subsidiary directly owned by any Borrower or any domestic Domestic Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Lender, for the benefit of the Secured Parties, pursuant to the terms and conditions of the Loan Documents or other security documents as the Lender shall reasonably request. (c) Without limiting the foregoing, each Loan Party will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Lender such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by any Requirement of Law or which the Lender may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Loan Parties. (d) If any material assets (including any real property or improvements thereto or any interest therein) are acquired by any Loan Party after the Effective Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien under the Security Agreement upon acquisition thereof), the Borrower Representative Borrowers will (i) notify the Lender and, if requested by the Lender, cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) take, and cause each applicable Loan Party to take, such actions as shall be necessary or reasonably requested by the Lender to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of the Loan Parties. (e) If any material assets (including any real property or improvements thereto or any interest therein located in the U.S. with a fair market value greater than $250,000) are acquired by any Loan Party after the Effective Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien under the Security Agreement upon acquisition thereof), the Borrowers will (i) notify the Lender and, if requested by the Lender, cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) take, and cause each applicable Loan Party to take, such actions as shall be necessary or reasonably requested by the Lender to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of the Loan Parties.

Additional Collateral; Further Assurances. (a) Subject to any applicable Requirements Requirement of Law, each Loan Party will cause each of its domestic Subsidiaries formed or acquired after the date of this Agreement or any limited liability companies formed pursuant to any division to become a Loan Party by executing a Joinder Agreement. In connection therewith, the Lender shall have received all documentation and other information regarding such newly formed or acquired Subsidiaries as may be required to comply with the applicable “know your customer” rules and regulations, including the USA Patriot Act. Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor or Borrower hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the Lender, for the benefit of the Secured Parties, in any property of such Loan Party which constitutes Collateral, including any parcel of real property located in the U.S. owned by any Loan Party. (b) Each Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each of its domestic Subsidiaries and (ii) 65% of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each foreign Subsidiary directly owned by any Borrower or any domestic Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Lender, for the benefit of the Secured Parties, pursuant to the terms and conditions of the Loan Documents or other security documents as the Lender shall reasonably request. (c) Without limiting the foregoing, each Loan Party will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Lender such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by any Requirement of Law or which the Lender may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all in form and substance reasonably satisfactory to the Lender and all at the expense of the Loan Parties. (d) If any material assets (including any real property or improvements thereto or any interest therein) are acquired by any Loan Party after the Effective Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien under the Security Agreement upon acquisition thereof), the Borrower Representative will (i) notify the Lender and, if requested by the Lender, cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) take, and cause each applicable Loan Party to take, such actions as shall be necessary or reasonably requested by the Lender to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of the Loan Parties.

Additional Collateral; Further Assurances. (a) Subject to applicable Requirements of Law, each Loan Party existing as of the First Amendment Effective Date will cause each of its domestic Subsidiaries formed or acquired after the date of this Agreement to become a Loan Party by executing a Joinder Agreement. Upon execution Loan Guaranty, which Loan Guaranty shall become effective on the First Amendment Effective Date, and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor or Borrower hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) Party will grant Liens to the LenderAdministrative Agent, for the benefit of the Administrative Agent and the other Secured Parties, in any property of such Loan Party which constitutes Collateral, including which grant shall become effective on the First Amendment Effective Date. Each Loan Party will cause each of its Subsidiaries formed or acquired after the First Amendment Effective Date to become a Loan Party by executing a Loan Guaranty and granting Liens to the Administrative Agent, for the benefit of the Administrative Agent and the other Secured Parties, in any parcel property of real property located such Loan Party which constitutes Collateral, in the U.S. owned by any Loan Partyeach case reasonably promptly after such Subsidiary is formed or acquired. (b) Each Loan Party will cause (i) 100% all of the issued and outstanding Equity Interests of each of its domestic Subsidiaries and (ii) 65% of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each foreign Subsidiary directly owned by any Borrower or any domestic Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Lender, Administrative Agent for the benefit of the Administrative Agent and the other Secured Parties, pursuant to the terms and conditions of the Loan Documents or other security documents as the Lender Administrative Agent shall reasonably request. (c) Without limiting the foregoing, each Loan Party will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Lender Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.014.03, as applicable), which may be required by any Requirement of Law or which the Lender Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all in form and substance reasonably satisfactory to the Administrative Agent and all at the expense of the Loan Parties. (d) If any material assets (including any real property Specified Real Property or improvements thereto or any interest therein) are acquired by any Loan Party after the First Amendment Effective Date (other than assets constituting Collateral under the Security Agreement Collateral Documents that become subject to the Lien under the Security Agreement Collateral Documents upon acquisition thereof), the Borrower Representative will (i) notify the Lender Administrative Agent and the Lenders thereof, and, if requested by the LenderAdministrative Agent or the Required Lenders, cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) take, and cause each applicable Loan Party to take, such actions as shall be necessary or reasonably requested by the Lender Administrative Agent to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of the Loan Parties, and each Lender shall have completed and received all flood insurance due diligence and flood insurance compliance requirements with respect to such Specified Real Property. (e) Notwithstanding anything herein to the contrary, any grant of Liens by any of the Loan Parties required under this Agreement or any of the other Loan Documents, so long as the Senior Notes are outstanding and the Intercreditor Agreement is in effect, shall be granted to the Collateral Agent for the benefit of the Secured Parties and the holders of the Senior Notes and subject to the Intercreditor Agreement, and any reference herein to the grant of a Lien under the Collateral Documents for the benefit of the Administrative Agent and the other Secured Parties shall be deemed to refer to the Collateral Agent for the benefit of the Secured Parties and the holders of the Senior Notes and subject to the Intercreditor Agreement.

Additional Collateral; Further Assurances. (a) Subject To the extent required by Section 5.14(f) below (provided, that at the Borrower’s election to be made in its sole and absolute discretion, any Loan Party may cause any Subsidiary to become a Loan Guarantor pursuant to this Section 5.14 even if not required by Section 5.14(f)), but subject to applicable Requirements of Law, each Loan Party will cause each of its domestic Subsidiaries formed or acquired after the date of this Agreement within thirty (30) days (or such longer period the Administrative Agent shall approve in writing) after such formation or acquisition to become a Loan Party by executing a Joinder AgreementAgreement (or such other documents performing similar functions as may be required by the Administrative Agent). In connection therewith, the Administrative Agent shall have received all documentation and other information regarding such newly formed or acquired Subsidiaries as may be required to comply with the applicable “know your customer” rules and regulations, including the USA Patriot Act and Canadian AML Legislation. Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor or Borrower hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the LenderAdministrative Agent or the Australian Security Trustee (as applicable), for the benefit of the Administrative Agent, the Australian Security Trustee and the other Secured Parties, in any property of such Loan Party which constitutes Collateral, including any parcel of real property located in the U.S. owned by any Loan PartyMaterial Real Property. (b) Each To the extent so owned, each Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each of its domestic Subsidiaries to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent or the Australian Security Trustee (as applicable) for the benefit of the Administrative Agent, the Australian Security Trustee and the other Secured Parties, pursuant to the terms and conditions of the Loan Documents or other security documents as the Administrative Agent shall reasonably request; provided that if the Borrower, in good faith consultation with the Administrative Agent, reasonably determines that such security interest in the Equity Interests of a Foreign Subsidiary (iiother than a Loan Party) would result in material adverse tax consequences, then such pledge may be limited to 65% of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each foreign Foreign Subsidiary directly owned by any Borrower or any domestic Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Lender, for the benefit of the Secured Parties, pursuant to the terms and conditions of the Loan Documents or other security documents as the Lender shall reasonably requestParty. (c) Without limiting the foregoing, each Loan Party will, and will cause each Loan Party and Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Lender Administrative Agent or the Australian Security Trustee (as applicable) such documents, agreements and instruments, and will take or cause to be taken such further actions (including the delivery of legal opinions, filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by any Requirement of Law or which the Lender Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Loan Parties. (d) With respect to all owned Material Real Property owned by a Loan Party that is acquired after the Effective Date or that becomes Material Real Property after the Effective Date, the Loan Parties shall within sixty (60) days thereafter (or such later date as approved by the Administrative Agent), deliver each of the following, in form and substance reasonably satisfactory to the Administrative Agent: (i) a Mortgage on such property; (ii) evidence that a counterpart of the Mortgage has been recorded in the place necessary, in the Administrative Agent’s reasonable judgment, to create a valid and enforceable first priority Lien in favor of the Administrative Agent for the benefit of itself and the Secured Parties, subject to Permitted Encumbrances; (iii) ALTA or other mortgagee’s title policy; (iv) an ALTA survey prepared and certified to the Administrative Agent by a surveyor reasonably acceptable to the Administrative Agent; (v) an opinion of counsel in the state in which such Material Real Property is located in form and substance and from counsel reasonably satisfactory to the Administrative Agent; (vi) if any such parcel of Material Real Property is determined by the Administrative Agent to be in a flood zone, a flood notification form signed by the Borrower and evidence that flood insurance is in place for the building and contents, all in form and substance satisfactory to the Administrative Agent; (vii) such other information, documentation, and certifications as may be reasonably required by Administrative Agent. (e) If any material assets (including any real property Material Real Property or improvements thereto or any interest therein) are acquired by any Loan Party after the Effective Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien under the Security Agreement upon acquisition thereof), the Borrower Representative will (i) notify the Lender Administrative Agent and the Lenders thereof, and, if requested by the LenderAdministrative Agent or the Required Lenders, to the extent not constituting Excluded Assets (as defined in the Security Agreement), cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) take, and cause each applicable Loan Party to take, such actions as shall be necessary or reasonably requested by the Lender Administrative Agent to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of the Loan Parties. (f) The Borrower will ensure that the Guarantors will: (i) at all times, own, in aggregate, at least 85% of the Total Assets of the Borrower and its Subsidiaries; and (ii) generate at least 85% of the EBITDA of the Borrower and its Subsidiaries in respect of each 6-month period ending on last day of each fiscal quarter. A failure to comply with Section 5.14(f) at any time will not constitute an Event of Default if any Subsidiary that is not a Guarantor becomes a Guarantor by satisfying the requirements set forth Section 5.14 within thirty (30) days (or such longer period the Administrative Agent shall approve in writing) of such formation or acquisition and, as a result, the requirements of Section 5.14(f) are satisfied.

Additional Collateral; Further Assurances. (a) Subject to applicable Requirements Requirement of Law, each Loan Party will cause each of its domestic Subsidiaries after any Material Domestic Subsidiary (other than a Foreign Subsidiary Holdco) is formed or acquired after the date of this Agreement Agreement, each Loan Party will cause, as promptly as possible but in any event within thirty (30) days (or such later date as may be agreed upon by the Administrative Agent) after such formation or acquisition, such Material Domestic Subsidiary to become a Loan Party by executing a Joinder Agreement. Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor or Borrower hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the LenderAdministrative Agent, for the benefit of the Administrative Agent and the other Secured Parties, in any property of such Loan Party which constitutes Collateral, including any parcel of real property located in the U.S. owned by any Loan PartyParty (other than any Excluded Assets). (b) Each Subject, on and after the Alternative Financing Effective Date, to the terms and conditions of the Intercreditor Agreement (if any), each Loan Party will cause (i) 100% the Applicable Pledge Percentage of the issued and outstanding Equity Interests of each of its domestic Subsidiaries and (ii) 65% of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each foreign Pledge Subsidiary directly owned by any the Borrower or any domestic Subsidiary other Loan Party to be subject at all times to a first priority, perfected Lien in favor of the LenderAdministrative Agent, for the benefit of the Administrative Agent and the other Secured Parties, pursuant to the terms and conditions of the Loan Documents or other security documents as the Lender Administrative Agent shall reasonably request. Notwithstanding the foregoing, no such pledge agreement in respect of the Equity Interests of a Foreign Subsidiary shall be required hereunder (A) until the date that is sixty (60) days after the Restatement Effective Date or such later date as the Administrative Agent may agree in the exercise of its reasonable discretion with respect thereto, and (B) to the extent the Administrative Agent or its counsel determines that such pledge would not provide material credit support for the benefit of the Secured Parties pursuant to legally valid, binding and enforceable pledge agreements. (c) Without limiting the foregoing, each Loan Party will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Lender Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by any Requirement of Law or which the Lender Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all in form and substance reasonably satisfactory to the Administrative Agent and all at the expense of the Loan Parties. (d) If, at any time after the Restatement Effective Date any Subsidiary of the Borrower that is not a Loan Party shall become party to a guaranty of, or xxxxx x Xxxx on any assets to secure, the Alternative Financing, any Subordinated Indebtedness or any other Material Indebtedness, the Borrower shall promptly notify the Administrative Agent thereof and, within five (5) days thereof (or such later date as may be agreed upon by the Administrative Agent) cause such Subsidiary to comply with Section 5.14(a) as if such Subsidiary constituted a Material Domestic Subsidiary (but without giving effect to the 30-day grace period provided therein). (e) If any material assets (including any real property or improvements thereto or any interest therein, but excluding any Excluded Assets) are acquired by any Loan Party after the Restatement Effective Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien under the Security Agreement upon acquisition thereof), the Borrower Representative will (i) notify the Lender Administrative Agent and the Lenders thereof, and, if requested by the LenderAdministrative Agent or the Required Lenders, cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) take, and cause each applicable Loan Party to take, such actions as shall be necessary or reasonably requested by the Lender Administrative Agent to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of the Loan Parties.. ARTICLE VI

Additional Collateral; Further Assurances. Within thirty (30) days (or such longer period acceptable to the acceptable to the Administrative Agent) after the occurrence of such event specified below or any Subsidiary becomes a Loan Party (by the operation of the definition of Immaterial Subsidiaries, by acquisition, creation or otherwise): (a) Subject to applicable Requirements of Law, each Loan Party (including any new Loan Party by operation of the definition of Immaterial Subsidiaries) will cause each of its domestic Domestic Subsidiaries that are not Immaterial Subsidiaries formed or acquired after the date of this Agreement to become a Loan Party by executing a Joinder Agreement. Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor or Borrower hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the LenderAdministrative Agent, for the benefit of the Administrative Agent and the other Secured Parties, in any property of such Loan Party which constitutes Collateral, including any parcel of real property located in the U.S. owned by any Loan Party. (b) Each Loan Party (including any new Loan Party by operation of the definition of Immaterial Subsidiaries) will cause (i) 100% of the issued and outstanding Equity Interests of each of its domestic Domestic Subsidiaries and (ii) 65% of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each foreign Foreign Subsidiary directly owned by any the Borrower or any domestic Domestic Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Lender, Administrative Agent for the benefit of the Administrative Agent and the other Secured Parties, pursuant to the terms and conditions of the Loan Documents or other security documents as the Lender Administrative Agent shall reasonably request. (c) Without limiting the foregoing, each Loan Party willwill (including any new Loan Party by operation of the definition of Immaterial Subsidiaries), and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Lender Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by any Requirement of Law or which the Lender Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Loan Parties.. Credit Agreement, Page 67 (d) If any material assets (including any real property or improvements thereto thereto, or any interest therein, having a fair market value in excess of $500,000 per asset, but including all acquired assets after $2,000,000 in the aggregate of assets less than $500,000 each are acquired over the term of this Agreement) are acquired by any Loan Party after the Effective Date (other than including any new Loan Party by operation of the definition of Immaterial Subsidiaries, and excluding assets constituting Collateral under the Security Agreement that become subject to the Lien under the Security Agreement upon acquisition thereof), the Borrower Representative will (i) notify the Lender Administrative Agent and the Lenders thereof, and, if requested by the LenderAdministrative Agent or the Required Lenders, cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) take, and cause each applicable Loan Party to take, such actions as shall be necessary or reasonably requested by the Lender Administrative Agent to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of the Loan Parties.

Additional Collateral; Further Assurances. (a) Subject to applicable Requirements of LawThe Borrower will, each Loan Party and Anixter will and will cause each of its domestic Subsidiaries formed or acquired after the date of this Agreement to become a Loan Party by executing a Joinder Agreement. Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor or Borrower hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the Lender, for the benefit of the Secured Parties, in any property of such Loan Party which constitutes Collateral, including any parcel of real property located in the U.S. owned by any Loan Party. (b) Each Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each of its domestic Subsidiaries and (ii) 65% of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each foreign Subsidiary directly owned by any Borrower or any domestic Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Lender, for the benefit of the Secured Parties, pursuant to the terms and conditions of the Loan Documents or other security documents as the Lender shall reasonably request. (c) Without limiting the foregoing, each Loan Party will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Lender Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust statements and other documents and such other actions or deliveries of the type required by Section 4.015.01, as applicable), which may be required by any Requirement of Law or which the Lender Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all in form and substance reasonably satisfactory to the Administrative Agent and all at the expense of the Loan PartiesBorrower. (db) If any material assets (including any real property or improvements thereto or any interest therein) are acquired by any Loan Party the Borrower after the Effective Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien under the Security Agreement upon acquisition thereofhereof), the Borrower Representative will (i) notify the Lender Administrative Agent and the Lenders thereof, and, if requested by the LenderAdministrative Agent or the Required Lenders, cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) take, and cause each applicable Loan Party Person to take, such actions as shall be necessary or reasonably requested by the Lender Administrative Agent to grant and perfect such Liens, including actions described in paragraph all at the sole expense of the Borrower. (c) At any time during any Cash Dominion Trigger Period, the Administrative Agent may, or the Administrative Agent may direct the Borrower or the Servicer to, notify the Obligors of this Sectionthe Receivables, all at the expense Borrower’s expense, of the Loan Partiessecurity interests of the Administrative Agent (on behalf of the Lenders) under this Agreement and may also direct that payments of all amounts due or that become due under any or all Receivables be made directly to the Administrative Agent or its designee. The Borrower or the Servicer (as applicable) shall, at any Lender’s request, withhold the identity of such Lender in any such notification.

Additional Collateral; Further Assurances. (a) Subject to applicable Requirements Requirement of Law, each Loan Party will and each Subsidiary that is a Loan Party shall cause each of its domestic Domestic Subsidiaries formed or acquired after the date of this Agreement Effective Date (except for Permitted J/Vs) to become a Loan Party by executing a the Joinder Agreement set forth as Exhibit E hereto (the “Joinder Agreement”) within five (5) Business Days of the creation or acquisition thereof (or such longer period of time agreed to in writing by the Administrative Agent in its sole and absolute discretion). In connection therewith, the Administrative Agent shall have received all documentation and other information regarding such newly formed or acquired Subsidiaries as may be required to comply with the applicable “know your customer” rules and regulations, including the USA Patriot Act. Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor or Borrower hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the LenderAdministrative Agent, for the benefit of the Secured Parties, in any property of such Loan Party which constitutes Collateral, including any parcel of owned real property located in the U.S. owned by any Loan Party. (b) Each Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each of its domestic Domestic Subsidiaries and (ii) 65% other than the Equity Interest of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests any Permitted J/Vs not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each foreign Subsidiary directly owned by any Borrower other Loan Party or any domestic Subsidiary Subsidiary) to be subject at all times to a first priority, perfected Lien in favor of the LenderAdministrative Agent pursuant to the terms and conditions of the Loan Documents or other security documents as the Administrative Agent shall reasonably request. Each Loan Party will cause 65% of the issued and outstanding Equity Interests of each of its Foreign Subsidiaries (other than the Equity Interest of any Permitted J/Vs not owned by any other Loan Party or Subsidiary) to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent for the benefit of the Administrative Agent and the other Secured Parties, pursuant to the terms and conditions of the Loan Documents or other security documents as the Lender Administrative Agent shall reasonably request. (c) Without limiting the foregoing, each Loan Party will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Lender Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by any Requirement of Law or which the Lender Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all in form and substance reasonably satisfactory to the Administrative Agent and all at the expense of the Loan Parties. For the avoidance of doubt, no Loan Party shall have any obligation to deliver any mortgages in respect of any leasehold interests in real property. (d) If Subject to the second sentence of clause (b) above and the final sentence of clause (c) above, if any material assets (including any fee real property or improvements thereto or any interest therein) are acquired by any Loan Party after the Effective Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien under the Security Agreement upon acquisition thereof), the Borrower Representative will (i) notify the Lender Administrative Agent and the Lenders thereof, and, if requested by the LenderAdministrative Agent or the Required Lenders, cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) take, and cause each applicable Subsidiary that is a Loan Party to take, such actions as shall be necessary or reasonably requested by the Lender Administrative Agent to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of the Loan Parties.

Additional Collateral; Further Assurances. (a) Subject to applicable Requirements Requirement of Law, the Borrower and each Subsidiary that is a Loan Party will cause each of its domestic Domestic Subsidiaries formed or acquired after the date of this Agreement in accordance with the terms of this Agreement to become a Loan Party by executing a Joinder Agreement. Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor or Borrower hereunder and thereupon shall have all of the rights, benefits, duties, duties and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the LenderAdministrative Agent, for the benefit of the Administrative Agent, the Lenders and the other Secured Parties, in any property of such Loan Party which constitutes Collateral, including any parcel of real property located in the U.S. owned by any Loan Party. (b) Each The Borrower and each Subsidiary that is a Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each of its domestic Domestic Subsidiaries and (ii) 65% of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each foreign Foreign Subsidiary directly owned by any the Borrower or any domestic Domestic Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Lender, for the benefit of the Secured Parties, Administrative Agent pursuant to the terms and conditions of the Loan Documents or other security documents as the Lender Administrative Agent shall reasonably request. Notwithstanding the foregoing, at any time after an Event of Default has occurred and is continuing, each Loan Party will, upon the request of the Administrative Agent, cause each foreign Subsidiary to become a Loan Party and a Loan Guarantor and to grant Liens to the Administrative Agent on its assets and have the balance of its stock pledged to the Administrative Agent. (c) Without limiting the foregoing, each Loan Party will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Lender Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by any Requirement of Law or which the Lender Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all in form and substance reasonably satisfactory to the Administrative Agent and all at the expense of the Loan Parties. (d) If any material assets (including any real property or improvements thereto or any interest therein) are acquired by the Borrower or any Subsidiary that is a Loan Party after the Effective Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien under the Security Agreement upon acquisition thereof), the Borrower Representative will (i) notify the Lender Administrative Agent and the Lenders thereof and, if requested by the LenderAdministrative Agent or the Required Lenders, cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) take, and cause each applicable Subsidiary that is a Loan Party to take, such actions as shall be necessary or reasonably requested by the Lender Administrative Agent to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of the Loan Parties.

Additional Collateral; Further Assurances. (a) Subject to applicable Requirements of Lawlaw, each Loan Party will and each Subsidiary that is a Loan Party shall cause each of its domestic Domestic Subsidiaries formed or acquired after the date Effective Date (except for Permitted J/Vs) in accordance with the terms of this Agreement to become a Loan Party by executing a the Joinder Agreement set forth as Exhibit D hereto (the “Joinder Agreement”). Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor or Borrower hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the LenderAdministrative Agent, for the benefit of the Secured PartiesAdministrative Agent and the Lenders, in any property of such Loan Party which constitutes Collateral, including any parcel of owned real property located in the U.S. owned by any Loan Party. (b) Each Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each of its domestic Subsidiaries and (ii) 65% other than the Equity Interest of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests any Permitted J/Vs not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each foreign Subsidiary directly owned by any Borrower other Loan Party or any domestic Subsidiary Subsidiary) to be subject at all times to a first priority, perfected Lien in favor of the Lender, for the benefit of the Secured Parties, Administrative Agent pursuant to the terms and conditions of the Loan Documents or other security documents as the Lender Administrative Agent shall reasonably request. Each Loan Party will cause 65% of the issued and outstanding Equity Interests of each of its Foreign Subsidiaries (other than the Equity Interest of any Permitted J/Vs not owned by any other Loan Party or Subsidiary) to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent pursuant to the terms and conditions of the Loan Documents or other security documents as the Administrative Agent shall reasonably request. (c) Without limiting the foregoing, each Loan Party will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Lender Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, fee property mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by any Requirement of Law law or which the Lender Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Loan Parties. For the avoidance of doubt, no Loan Party shall have any obligation to deliver any mortgages in respect of any leasehold interests in real property. (d) If Subject to the second sentence of clause (b) above and the final sentence of clause (c) above, if any material assets (including any fee real property or improvements thereto or any interest therein) are acquired by any Loan Party after the Effective Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien under in favor of the Security Agreement upon acquisition thereof), the Borrower Representative will (i) notify the Lender Administrative Agent and the Lenders thereof, and, if requested by the LenderAdministrative Agent or the Required Lenders, cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) will take, and cause each applicable Subsidiary that is a Loan Party to take, such actions as shall be necessary or reasonably requested by the Lender Administrative Agent to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of the Loan Parties.

Additional Collateral; Further Assurances. (a) Subject to applicable Requirements of Lawlaw, each Borrower and each Subsidiary that is a Loan Party will shall cause each of its domestic Domestic Subsidiaries formed or acquired after the date of this Agreement in accordance with the terms of this Agreement to become a Loan Party by executing a the Joinder Agreement set forth as Exhibit D hereto (the “Joinder Agreement”). Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor or Borrower hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the LenderAdministrative Agent, for the benefit of the Secured PartiesAdministrative Agent and the Lenders, in any property of such Loan Party which constitutes Collateral, including any parcel of real property located in the U.S. owned by any Loan PartyParty having a fair market value in excess of $2,500,000. (b) Each Borrower and each Subsidiary that is a Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each of its domestic Domestic Subsidiaries and (ii) 65% of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each foreign Foreign Subsidiary directly owned by any the Borrower or any domestic Domestic Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Lender, for the benefit of the Secured Parties, Administrative Agent pursuant to the terms and conditions of the Loan Documents or other security documents as the Lender Administrative Agent shall reasonably request. (c) Without limiting the foregoing, each Loan Party will, and will cause each Domestic Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Lender Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by any Requirement of Law law or which the Lender Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Loan Parties. (d) If any material assets (including any parcel of real property or improvements thereto having a fair market value in excess of $2,500,000 or any interest therein) are acquired by any Borrower or any Subsidiary that is a Loan Party after the Effective Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien under in favor of the Security Agreement upon acquisition thereof), the Borrower Representative will (i) notify the Lender Administrative Agent and the Lenders thereof, and, if requested by within 90 days after the Lenderconsummation of such acquisition, the Borrowers will cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) will take, and cause each applicable the Subsidiary Loan Party Parties to take, such actions as shall be necessary or reasonably requested by the Lender Administrative Agent to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of the Loan Parties.

Additional Collateral; Further Assurances. (a) Subject to applicable Requirements of Law, each Loan Party will cause each of its domestic Subsidiaries formed or acquired after the date of this Agreement to become a Loan Party by executing a Joinder Agreement. Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor or Borrower hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the LenderAdministrative Agent, for the benefit of the Administrative Agent and the other Secured Parties, in any property of such Loan Party which constitutes Collateral, including any parcel of real property located in the U.S. owned by any Loan Party. (b) Each Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each of its domestic Subsidiaries other than a Foreign Subsidiary HoldCo and (ii) 65% of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each foreign Subsidiary and each Foreign Subsidiary HoldCo directly owned by any Borrower or any domestic Subsidiary a Loan Party to be subject at all times to a first priority, perfected Lien in favor of the Lender, Administrative Agent for the benefit of the Administrative Agent and the other Secured Parties, pursuant to the terms and conditions of the Loan Documents or other security documents as the Lender Administrative Agent shall reasonably request. (c) Without limiting the foregoing, each Loan Party will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Lender Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by any Requirement of Law law or which the Lender Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Loan Parties. (d) If any material assets (including any real property or improvements thereto or any interest therein) are acquired by any Loan Party after the Effective Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien under the Security Agreement upon acquisition thereof), the Borrower Representative will (i) notify the Lender Administrative Agent and the Lenders thereof, and, if requested by the LenderAdministrative Agent or the Required Lenders, cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) take, and cause each applicable Loan Party to take, such actions as shall be necessary or reasonably requested by the Lender Administrative Agent to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of the Loan Parties. (e) For so long as any Loan Party has a Subsidiary that is licensed by the Insurance Supervision Division of the Cayman Islands Monetary Authority, such Loan Party, at the request of the Administrative Agent, shall take commercially reasonable efforts to cause 65% of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in such Subsidiary owned by such Loan Party to be subject to a first priority, perfected Lien in favor of the Administrative Agent for the benefit of the Administrative Agent and the other Secured Parties, pursuant to the terms and conditions of the Loan Documents or other security documents as the Administrative Agent shall reasonably request.

Additional Collateral; Further Assurances. (a) Subject to applicable Requirements of Law, The Company and each Subsidiary that is a Loan Party will shall cause each of its domestic Domestic Subsidiaries formed or acquired after the date Effective Date in accordance with the terms of this Agreement to become a Loan Party by executing a the Joinder Agreement set forth as Exhibit E hereto (the “Joinder Agreement”) within thirty (30) days (or such later date as may be agreed upon by the Administrative Agent) of such formation, or acquisition, such Joinder Agreement to be accompanied by appropriate corporate resolutions, other corporate organizational and authorization documentation and legal opinions in form and substance reasonably satisfactory to the Administrative Agent. Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor or Borrower hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the LenderAdministrative Agent, for the benefit of the Secured Parties, in any property of such Loan Party which constitutes Collateral, including any parcel of real property located in the U.S. owned by any Loan Party. (b) Each Without limiting the generality of the foregoing, the Company and each Domestic Subsidiary that is a Loan Party will cause (i) 100% the Applicable Pledge Percentage of the issued and outstanding Equity Interests of each of its domestic Subsidiaries and (ii) 65% of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each foreign Domestic Subsidiary and First Tier Foreign Subsidiary directly owned by any Borrower the Company or any domestic Domestic Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Lender, Administrative Agent for the benefit of the Secured Parties, pursuant to secure the Secured Obligations in accordance with the terms and conditions of the Loan Collateral Documents or such other security documents as the Lender Administrative Agent shall reasonably request. Notwithstanding the foregoing, (x) the parties hereto acknowledge and agree that no pledge agreement in respect of the pledge of Equity Interests of a First Tier Foreign Subsidiary shall be required until the date that is sixty (60) days after the Effective Date (or such later date as is agreed to by the Administrative Agent in its reasonable discretion) and (y) no pledge agreement in respect of the Equity Interests of a Foreign Subsidiary shall be required hereunder to the extent the Administrative Agent or its counsel determines that, in light of the cost and expense associated therewith, such pledge would not provide material credit support for the benefit of the Secured Parties pursuant to legally valid, binding and enforceable pledge agreements. (c) To secure the prompt payment and performance of all of the Foreign Secured Obligations, subject to applicable law, each Foreign Subsidiary Borrower shall cause each of its Subsidiaries (including any Foreign Subsidiaries acquired pursuant to the Specified Acquisition, but excluding any Excluded Entities) to (i) to the extent requested by the Administrative Agent, become a party to a guarantee that guarantees repayment of the Foreign Secured Obligations and is in form and substance reasonably satisfactory to the Administrative Agent, (ii) pledge and grant a security interest in 100% of the Equity Interests in each such Foreign Subsidiary Guarantor by becoming party to a Foreign Security Agreement that is in form and substance reasonably satisfactory to the Administrative Agent, and (iii) deliver such other documentation, make any filings and take any other actions that the Administrative Agent may reasonably require in order to perfect its first priority security interest in the assets referred to clause (ii). (d) Without limiting the foregoing, each Loan Party will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Lender Administrative Agent such documents, agreements and instrumentsinstruments (including, without limitation, deposit account control agreements and securities account control agreements), and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust statements and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by any Requirement of Law law or which the Lender Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all in form and substance reasonably satisfactory to the Administrative Agent and all at the expense of the Loan Parties. Notwithstanding the foregoing, at such time as no Term Loans are outstanding and no Default or Event of Default has occurred and is then continuing, the Lien granted to or held by the Administrative Agent upon the Equity Interests in LTB de Mexico, S.A. de C.V. shall be released and such Equity Interests shall no longer constitute Collateral. (de) If any material assets (including any real property or improvements thereto or any interest therein) are acquired by any Borrower or any Subsidiary that is a Loan Party after the Effective Date (other than assets constituting Collateral under the any Security Agreement that become subject to the Lien under in favor of the Security Agreement Administrative Agent upon acquisition thereof), the Borrower Representative Company will (i) notify the Lender Administrative Agent and the Lenders thereof, and, if requested by the LenderAdministrative Agent or the Required Lenders, the Borrowers will cause such assets to be subjected to a Lien securing the Secured Obligations or Foreign Secured Obligations (as applicable) and (ii) will take, and cause each applicable the Subsidiary Loan Party Parties to take, such actions as shall be necessary or reasonably requested by the Lender Administrative Agent to grant and perfect such Liens, including actions described in paragraph (cd) of this Section, all at the expense of the Loan Parties. (f) If and for so long as Availability is less than $5,000,000, if requested by the Administrative Agent, each Foreign Loan Party shall, and each Borrower shall cause each Foreign Loan Party to, notify all Account Debtors obligated on the Accounts of such Foreign Loan Party of the Liens created by the applicable Foreign Security Agreement(s). (g) Notwithstanding the foregoing, the parties hereto acknowledge and agree that, in circumstances where the Administrative Agent reasonably determines that the cost or effort of obtaining or perfecting a security interest in any Equity Interest or other asset that constitutes Collateral is excessive in relation to the benefit afforded to the Secured Parties thereby, the Administrative Agent may exclude such Collateral from the creation and perfection requirements set forth in this Agreement and the other Loan Documents.

Additional Collateral; Further Assurances. (a) Subject to applicable Requirements Requirement of Law, each Loan Party will cause each of its domestic Subsidiaries Subsidiary formed or acquired after the date of this Agreement (other than any Inactive Subsidiary) to become a Loan Party by executing a Joinder Agreement, concurrently with the formation or acquisition thereof, or such later date as may be approved in writing by the Administrative Agent in its sole discretion. In connection therewith, the Administrative Agent shall have received all documentation and other information regarding such newly formed or acquired Subsidiaries as may be required to comply with the applicable “know your customer” rules and regulations, including the USA Patriot Act. Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor or or, if approved by Administrative Agent, a Borrower hereunder and thereupon shall have all of the rights, benefits, duties, duties and obligations in such capacity under the Loan Documents Documents, and (ii) will grant Liens to the LenderAdministrative Agent, for the benefit of the Administrative Agent and the other Secured Parties, in any property of such Loan Party which constitutes Collateral. The Loan Parties will (concurrently with the formation or acquisition thereof, or such later date as may be approved in writing by the Administrative Agent in its sole discretion) cause to be delivered customary secretary’s certificates and other deliverables, including favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in this Section 5.14), in form, content and scope reasonably satisfactory to the Administrative Agent. The Loan Parties shall notify the Administrative Agent, regarding such Subsidiary, of (i) its jurisdiction of formation, (ii) the number of shares of each class of its Equity Interests outstanding, (iii) the number and percentage of outstanding shares of each class owned (directly or indirectly) by the Loan Parties or any parcel Subsidiary and (iv) the number and effect, if exercised, of real property located in the U.S. owned by any Loan Partyall outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto. (b) Each Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each of its domestic Domestic Subsidiaries and each Foreign Subsidiary that constitutes a Loan Guarantor, and (ii) 65% (or such greater percentage that, due to a change in applicable law after the date hereof, (1) could not reasonably be expected to cause the undistributed earnings of such Foreign Subsidiary as determined for U.S. federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s U.S. parent and (2) could not reasonably be expected to cause any material adverse tax consequences) of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each foreign Foreign Subsidiary (to the extent not a Loan Guarantor) directly owned by any Borrower or any domestic Subsidiary such Loan Party to be subject at all times to a first prioritypriority (subject to the ABL Liens and Permitted Encumbrances which may have priority by operation of Requirements of Law), perfected Lien in favor of the LenderAdministrative Agent, for the benefit of the Administrative Agent and the other Secured Parties, pursuant to the terms and conditions of the Loan Documents or other security documents as the Lender Administrative Agent shall reasonably request. (c) Without limiting the foregoing, each Loan Party will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Lender Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust statements and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by any Requirement of Law or which the Lender Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all in form and substance reasonably satisfactory to the Administrative Agent and all at the expense of the Loan Parties. (d) If any material assets (including any real property or improvements thereto or any interest therein) are acquired by any Loan Party after the Effective Date (other than Excluded Property or assets constituting Collateral under the Security Agreement that become subject to the Lien under the Security Agreement upon acquisition thereof), the Borrower Representative will (i) notify the Lender and, if requested by Administrative Agent and the Lender, Lenders thereof and cause such assets to be subjected to a Lien securing the Secured Obligations Obligations, and (ii) take, and cause each applicable Loan Party to take, such actions as shall be necessary or reasonably requested by the Lender Administrative Agent to grant and perfect such Liens, including actions described in paragraph (cSection 5.14(c) of this Sectionabove, all at the expense of the Loan Parties. For the avoidance of doubt, at all times prior to the joinder of a Subsidiary as contemplated above, no Subsidiary shall be a Loan Party and the Eligible M&E and Eligible Rolling Stock of such Subsidiary shall not be included in the Term Loan Borrowing Base.

Additional Collateral; Further Assurances. (a) Subject to applicable Requirements of Lawlaw, each Loan Party will shall, unless the Lender otherwise consents, (i) cause each of its domestic Subsidiaries existing on the Closing Date (excluding any Foreign Subsidiary existing on the Closing Date other than Mondel Canada) to become or remain a Loan Party and a Guarantor and (ii) cause each of its Subsidiaries (excluding any Foreign Subsidiary formed after the Closing Date with the Lender’s prior consent) formed or acquired after the date Closing Date in accordance with the terms of this Agreement to (1) become a party to this Agreement by executing the Joinder Agreement set forth as Exhibit F hereto (the “Joinder Agreement”), and (2) guarantee payment and performance of the Guaranteed Obligations pursuant to the Guaranty; provided that no Subsidiary party to a Joinder Agreement shall be a Borrower under this Agreement unless the Lender has designated such Subsidiary to be a Borrower. (b) Upon the request of the Lender, each Loan Party shall (i) grant Liens to the Lender, pursuant to such documents as the Lender may reasonably deem necessary and deliver such property, documents, and instruments as the Lender may request to perfect the Liens of the Lender in any Property of such Loan Party which constitutes Collateral, including any parcel of real Property located in the U.S. owned by executing a Joinder Agreementany Loan Party, and (ii) in connection with the foregoing requirements, or either of them, deliver to the Lender all items of the type required by Section 4.1 (as applicable). Upon execution and delivery thereofof such Loan Documents and other instruments, certificates, and agreements, each such Person (i) shall automatically become a Loan Guarantor or Borrower hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the Lender, for the benefit of the Secured Parties, in any property of such Loan Party which constitutes Collateral, including any parcel of real property located in the U.S. owned by any Loan PartyDocuments. (bc) Each Loan Party will cause (i) 100% of the issued and outstanding Equity Interests Capital Stock of each of its domestic Domestic Subsidiaries and (ii) 65% (or such greater percentage that, due to a change in an applicable law after the date hereof, (1) could not reasonably be expected to cause the undistributed earnings of such Foreign Subsidiary as determined for U.S. federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s U.S. parent and (2) could not reasonably be expected to cause any material adverse tax consequences) of the issued and outstanding Equity Interests Capital Stock entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) (exclusive of any Excluded Foreign Stock) and 100% of the issued and outstanding Equity Interests Capital Stock not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each foreign Foreign Subsidiary directly owned by any Borrower Loan Party (exclusive of any Excluded Foreign Stock) or any domestic Domestic Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Lender, for the benefit of the Secured Parties, Lender pursuant to the terms and conditions of the Loan Documents or other security documents as the Lender shall reasonably request. (cd) Without limiting the foregoing, each Loan Party willshall, and will shall cause each Subsidiary of its Subsidiaries which is required to become a Loan Party pursuant to the terms of this Agreement to, execute and deliver, or cause to be executed and delivered, to the Lender such documents, agreements documents and instrumentsagreements, and will shall take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by any Requirement of Law or which the Lender may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Loan Parties. (d) If any material assets (including any real property or improvements thereto or any interest therein) are acquired by any Loan Party after the Effective Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien under the Security Agreement upon acquisition thereof), the Borrower Representative will (i) notify the Lender and, if requested by the Lender, cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) take, and cause each applicable Loan Party to take, such actions as shall be necessary or reasonably requested by the Lender to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of the Loan Parties.

Additional Collateral; Further Assurances. (a) Subject to applicable Requirements of Lawlaw, each Loan Party will shall, unless the Required Lenders otherwise consent, (i) cause each of its domestic Domestic Subsidiaries to become or remain a Loan Party and a Guarantor and (ii) cause each of its Domestic Subsidiaries formed or acquired after the date Closing Date in accordance with the terms of this Agreement to (1) become a Loan Party party to this Agreement by executing a Joinder Agreement, and (2) guarantee payment and performance of the Guaranteed Obligations pursuant to the Guaranty. Upon execution and delivery thereofof such Loan Documents and other instruments, certificates, and agreements requested by the Agent, each such Person (i) Domestic Subsidiary shall automatically become a Guarantor and Loan Guarantor or Borrower Party hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and Documents. (iib) will grant Liens to To secure the Lender, for the benefit payment when due of the Secured PartiesObligations, the Borrowers and each Guarantor shall execute and deliver, or cause to be executed and delivered, to the Lenders and the Agent Collateral Documents, including without limitation such documents as the Agent may reasonably deem necessary and deliver such property, documents, and instruments as the Agent may request to perfect the Liens of the Agent in any property Property of such Loan Party which constitutes Collateral, including any parcel of real property Property located in the U.S. owned by any Loan Party, granting the following: (i) Security interests in all present and future accounts, inventory, equipment, chattel paper, instruments, investment property, documents, general intangibles, fixtures and all other personal property of the Company and each Domestic Subsidiary, excluding the following (the following described assets in this parenthetical are defined as the "Excluded Collateral"), so long as no holder of the Second Secured Debt, the Third Secured Term Loan Debt or the Fourth Secured Term Loan Debt requests or receives liens or security interests on such assets: (A) motor vehicles, instruments and chattel paper with an aggregate fair market value for all of the foregoing less than $1,000,000, (B) real property leases, (C) any other real property with an aggregate fair market value (when combined with all such other real property) less than $1,000,000 (provided that the Company represents that as of the Closing Date all real property owned by the Loan Parties has an aggregate fair market value of less than $1,000,000) and (D) rights arising under any contracts or licenses (other than, in each of the foregoing cases, any right to receive payment) as to which a grant of a security interest would constitute a violation of a valid and enforceable restriction in favor of a third party on such grant, unless and until any required consents shall have been obtained, provided that the Company shall notify the Agent of any such restriction and shall use all reasonable efforts to obtain any required consent to the extent requested by the Agent; and (ii) Upon request of the Agent, (A) the Borrowers and the Guarantors shall execute and deliver such agreements and documents reasonably requested by the Agent to grant a first priority lien and security interest on all real property owned by the Borrowers and the Guarantors (other than Excluded Collateral), (B) each Foreign Borrowing Subsidiary shall execute and deliver all agreements and documents reasonably requested by the Agent to grant a first priority lien and security interest on all assets owned by such Foreign Borrowing Subsidiary, to secure the Secured Obligations of such Foreign Borrowing Subsidiary, unless it is prohibited by applicable law or existing contractual restrictions from doing so or it is reasonably determined by the Agent to be impractical or unreasonably costly, (C) each parent corporation of a Foreign Subsidiary Borrower and Subsidiary of such Foreign Subsidiary Borrower or parent that is organized under the same jurisdiction as such Foreign Subsidiary Borrower or other Foreign Subsidiary requested by the Agent will execute a Guaranty with respect to the Secured Obligations of such Foreign Borrowing Subsidiary and will execute and deliver all agreements and documents reasonably requested by the Agent to grant a first priority lien and security interest on all of its assets to secure such Guaranty, unless it is prohibited by applicable law or existing contractual restrictions from doing so or it is reasonably determined by the Agent to be impractical or unreasonably costly or such Foreign Subsidiary is inactive and does not have any material assets as determined by the Agent, and (D) if requested by the Agent, each Foreign Borrowing Subsidiary and its parent and their Subsidiaries organized under the same jurisdiction as such Foreign Subsidiary Borrower shall execute and deliver, or cause to be executed and delivered, all agreements and documents reasonably requested by the Agent to secure all intercompany loans and advances owing to them by a first priority lien and security interest on all assets owned by the Subsidiary owing such intercompany loans and advances, unless it is prohibited by applicable law or existing contractual restrictions from doing so or it is reasonably determined by the Agent to be impractical or unreasonably costly. (bc) Each Loan Party The Company and each Domestic Subsidiary will cause (i) 100% of the issued and outstanding Equity Interests Capital Stock of each of its domestic Domestic Subsidiaries and (ii) 65% (or such greater percentage that, due to a change in an applicable law after the date hereof, (1) could not reasonably be expected to cause the undistributed earnings of such Foreign Subsidiary as determined for U.S. federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary's U.S. parent and (2) could not reasonably be expected to cause any material adverse tax consequences) of the issued and outstanding Equity Interests Capital Stock entitled to vote (within the meaning of Treas. Reg. Section 1. Section 1.956956-2(c)(2)) and 100% of the issued and outstanding Equity Interests Capital Stock not entitled to vote (within the meaning of Treas. Reg. Section 1. Section 1.956956-2(c)(2)) in each foreign Foreign Subsidiary directly owned by any Borrower the Company or any domestic Domestic Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Lender, for the benefit of the Secured Parties, Agent pursuant to the terms and conditions of the Loan Documents or other security documents as the Lender Agent shall reasonably request. (cd) Without limiting the foregoing, each Loan Party willshall, and will shall cause each Subsidiary of the Company's Subsidiaries which is required to become a Loan Party pursuant to the terms of this Agreement to, execute and deliver, or cause to be executed and delivered, to the Lender Agent such documents, agreements documents and instrumentsagreements, and will shall take or cause to be taken such further actions (including as the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by any Requirement of Law or which the Lender Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Loan Parties. (d) If any material assets (including any real property or improvements thereto or any interest therein) are acquired by any Loan Party after the Effective Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien under the Security Agreement upon acquisition thereof), the Borrower Representative will (i) notify the Lender andwithout limitation, if requested by the LenderAgent, cause such assets one or more opinions of counsel satisfactory to be subjected to a Lien securing the Secured Obligations Agent, corporate documents and resolutions and consents and other documents (ii) takefurther including, and cause each applicable Loan Party to takewithout limitation, such actions as shall be consents from any shareholders or other owners of any Subsidiary to the execution and performance of such Loan Documents by such Subsidiary), which in the opinion of the Agent are necessary or reasonably requested by the Lender to grant and perfect such Liens, including actions described advisable in paragraph (c) of this Section, all at the expense of the Loan Partiesconnection therewith.

Additional Collateral; Further Assurances. (a) Subject to applicable Requirements of Law, each Loan Party will cause each of its domestic Subsidiaries formed or acquired after the date of this Agreement to become a Loan Party by executing a Joinder Agreement. Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor or Borrower hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the LenderSecurity Trustee and/or the Administrative Agent, as applicable, for the benefit of the Secured Parties, in any property of such Loan Party which constitutes Collateral, including any parcel of real property located in the U.S. owned by any Loan Party. (b) Each Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each of its domestic Subsidiaries and (ii) 65% of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each foreign Subsidiary directly owned by any Borrower or any domestic Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Lender, Administrative Agent for the benefit of the Administrative Agent and the other Secured Parties, pursuant to the terms and conditions of the Loan Documents or other security documents as the Lender Administrative Agent shall reasonably request. (c) Without limiting the foregoing, each Loan Party will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Lender Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by any Requirement of Law or which the Lender Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Loan Parties. (d) If any Vessel or other material assets asset (including any real property or improvements thereto or any interest therein) are acquired by any Loan Party after the Effective Date (other than assets constituting Collateral under the a Security Agreement that become subject to the Lien under the a Security Agreement upon acquisition thereof), the Borrower Representative will promptly (i) notify the Lender andSecurity Trustee and the Lenders thereof, if requested by the Lender, and cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) take, and cause each applicable Loan Party to take, such actions as shall be necessary or reasonably requested by the Lender Security Trustee to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of the Loan Parties. Concurrently with any Loan Party’s acquisition of a Vessel, such Loan Party shall deliver to the Security Trustee, each of the following in form and substance reasonably satisfactory to the Security Trustee: (A) A Ship Mortgage on such Vessel; (B) A General Assignment from the relevant Loan Party; (C) The Certificate of Documentation and any further evidence as shall be required by the Security Trustee that the relevant Vessel is beneficially owned by the relevant Borrower and registered in the name of the relevant Borrower, including without limitation, the xxxx of sale, the protocol of delivery and acceptance, the builder’s certificate, the certificate of non-registration and the certificate of freedom from encumbrances other than the Ship Mortgage; (D) A vessel abstract from the NVDC reflecting no Liens thereon other than in favor of the Security Trustee or those being released or satisfied on the Effective Date; (E) If applicable, a Certificate of Financial Responsibility; (F) For each Vessel that is classed, evidence that the Vessel is classed with the relevant IACS classification society, free of all requirements and recommendations of the relevant classification society affecting class; (G) If applicable, the document of compliance issued in accordance with the ISM Code to the person who is the operator of the relevant Vessel for purposes of the ISM Code; (H) If applicable, the safety management certificate in respect of the relevant Vessel issued in accordance with the ISM Code; and (I) If applicable, the international ship security certificate in respect of the relevant Vessel issued under the ISPS Code.

Additional Collateral; Further Assurances. (a) Subject to applicable Requirements of Lawlaw, the Borrower and each Restricted Subsidiary that is a Loan Party will cause each of its domestic Domestic Subsidiaries (other than any Excluded Subsidiary) formed or acquired after the date of this Agreement in accordance with the terms of this Agreement to become a Loan Party by executing a Joinder AgreementAgreement within thirty (30) days or such longer period as agreed to in writing by the Administrative Agent. Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor or Borrower hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the LenderAdministrative Agent, for the benefit of the Secured PartiesAdministrative Agent and the Lenders, in any property of such Loan Party which constitutes Collateral, including any parcel of real property located in the U.S. owned by any Loan Party. (b) Each In addition, the Borrower shall within thirty (30) days or such longer period as agreed to in writing by the Administrative Agent, cause each Loan Party will cause (i) 100% that is the direct parent of a Material Subsidiary, to execute and deliver a supplement to the issued and outstanding Security Agreement to pledge the Equity Interests of such Material Subsidiary held by such Loan Party (other than Excluded Collateral), as applicable, and, if applicable, deliver any original certificates evidencing such Equity Interests, together with an appropriate undated stock powers for each of its domestic Subsidiaries and (ii) 65% of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) certificate duly executed in each foreign Subsidiary directly owned blank by any Borrower such direct parent or any domestic Subsidiary to be subject at all times to a first prioritysuch Material Subsidiary, perfected Lien in favor of the Lender, for the benefit of the Secured Parties, pursuant to the terms and conditions of the Loan Documents or other security documents as the Lender shall reasonably requestapplicable. (c) Without limiting the foregoing, each Each Loan Party will, and will cause each Restricted Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Lender Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust Mortgages and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by any Requirement of Law law or which the Lender Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Loan Parties. . Without limiting the foregoing, within ninety (d90) If any material assets days (including any real property or improvements thereto or any interest thereinon such later date as the Administrative Agent may agree in its reasonable discretion) are acquired by any Loan Party after the Effective Date (other than assets constituting Collateral under with respect to any Mortgaged Property owned as of the Security Agreement that become subject to the Lien under the Security Agreement upon acquisition thereofEffective Date), or after the Borrower Representative will Acquisition thereof (with respect any each other Mortgaged Property), with respect to each Mortgaged Property the Administrative Agent shall have received (i) notify the Lender and, if requested counterparts of each Mortgage to be entered into with respect to each such Mortgaged Property duly executed and delivered by the Lenderrecord owner of such Mortgaged Property and suitable for recording or filing in all filing or recording offices that the Administrative Agent may reasonably deem necessary or desirable in order to create a valid and enforceable Lien subject to no other Liens except Permitted Liens, cause such assets to be subjected to a Lien securing at the Secured Obligations and time of recordation thereof, (ii) takewith respect to the Mortgage encumbering each such Mortgaged Property, opinions of counsel regarding the enforceability, due authorization, execution and cause delivery of the Mortgages and such other matters customarily covered in real estate counsel opinions as the Administrative Agent may reasonably request, in form and substance reasonably acceptable to the Administrative Agent, (iii) the Flood Documentation for each applicable Loan Party Mortgaged Property, (iv) a policy or policies or marked up unconditional binder of title insurance with respect to take, each Mortgaged Property in an amount not less than the fair market value of such actions as shall be necessary or reasonably requested Mortgaged Property paid for by the Lender Borrower, issued by a nationally recognized title insurance company insuring the Lien of each Mortgage as a valid Lien on the Mortgaged Property described therein, free of any other Liens except those permitted pursuant to grant Section 6.02, together with such customary endorsements, coinsurance and perfect such Liensreinsurance as the Administrative Agent may reasonably request and which are available in the jurisdiction where the applicable Mortgaged Property is located, (v) a survey of each Mortgaged Property (including actions described all improvements, easements and other customary matters thereon reasonably required by the Administrative Agent) with respect to each Mortgaged Property, for which all necessary fees (where applicable) have been paid with respect to each Mortgaged Property, which is (A) complying in paragraph (c) of this Section, all at material respects with the expense minimum detail requirements of the Loan Parties.American Land Title Association and the National Society of Professional Surveyors as such requirements are in effect on the date of preparation of such survey and

Additional Collateral; Further Assurances. (a) Subject to applicable Requirements of Law, each Loan Party will cause each of its domestic Subsidiaries formed or acquired after the date of this Agreement to become a Loan Party by executing a Joinder Agreement. Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor or Borrower hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the Lender, for the benefit of the Secured Parties, in any property of such Loan Party which constitutes Collateral, including any parcel of real property located in the U.S. owned by any Loan Party. (b) Each Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each of its domestic Subsidiaries and (ii) 65% of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each foreign Subsidiary directly owned by any Borrower or any domestic Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Lender, for the benefit of the Secured Parties, pursuant to the terms and conditions of the Loan Documents or other security documents as the Lender shall reasonably request. (c) Without limiting the foregoing, each Loan Party will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Lender such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by any Requirement of Law or which the Lender may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Loan Parties. (d) If any material assets (including any real property or improvements thereto or any interest therein) are acquired by any Loan Party after the Effective Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien under the Security Agreement upon acquisition thereof), the Borrower Representative will (i) notify the Lender and, if requested by the Lender, cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) take, and cause each applicable Loan Party to take, such actions as shall be necessary or reasonably requested by the Lender to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of the Loan Parties.

Additional Collateral; Further Assurances. (a) Subject to applicable Requirements of Law, each Loan Party will cause each of its domestic Domestic Subsidiaries formed or acquired after the date of this Agreement to become a Loan Party by executing a Joinder Agreement. Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor or Borrower hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the LenderAdministrative Agent, for the benefit of the Administrative Agent and the other Secured Parties, in any property of such Loan Party which constitutes Collateral, including any parcel of real property located in the U.S. owned by any Loan Party. (b) Each Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each of its domestic Domestic Subsidiaries (other than Foreign Holdcos) and (ii) 65% of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each foreign Foreign Subsidiary and Foreign Holdco directly owned by any a Borrower or any domestic Domestic Subsidiary (other than any Foreign Holdco) to be subject at all times to a first priority, perfected Lien in favor of the Lender, Administrative Agent for the benefit of the Administrative Agent and the other Secured Parties, pursuant to the terms and conditions of the Loan Documents or other security documents as the Lender Administrative Agent shall reasonably request. (c) Without limiting the foregoing, each Loan Party will, and will cause each Domestic Subsidiary (other than a Foreign Holdco) to, execute and deliver, or cause to be executed and delivered, to the Lender Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by any Requirement of Law or which the Lender Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Loan Parties. (d) If any material assets (including any real property or improvements thereto or any interest therein) are acquired by any Loan Party after the Effective Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien under the Security Agreement upon acquisition thereof), the Borrower Representative will (i) notify the Lender Administrative Agent and the Lenders thereof, and, if requested by the LenderAdministrative Agent or the Required Lenders, cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) take, and cause each applicable Loan Party to take, such actions as shall be necessary or reasonably requested by the Lender Administrative Agent to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of the Loan Parties.

Additional Collateral; Further Assurances. (a) Subject to applicable Requirements Requirement of Law, each Loan Party will cause each of its domestic Subsidiaries after any Material Domestic Subsidiary (other than a Foreign Subsidiary Holdco) is formed or acquired after the date of this Agreement Agreement, each Loan Party will cause, as promptly as possible but in any event within thirty (30) days (or such later date as may be agreed upon by the Administrative Agent) after such formation or acquisition, such Material Domestic Subsidiary to become a Loan Party by executing a Joinder Agreement. Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor or Borrower hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the LenderAdministrative Agent, for the benefit of the Administrative Agent and the other Secured Parties, in any property of such Loan Party which constitutes Collateral, including any parcel of real property located in the U.S. owned by any Loan Party. (b) Each Loan Party will cause (i) 100% the Applicable Pledge Percentage of the issued and outstanding Equity Interests of each of its domestic Subsidiaries and (ii) 65% of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each foreign Pledge Subsidiary directly owned by any the Borrower or any domestic Subsidiary other Loan Party to be subject at all times to a first priority, perfected Lien in favor of the LenderAdministrative Agent, for the benefit of the Administrative Agent and the other Secured Parties, pursuant to the terms and conditions of the Loan Documents or other security documents as the Lender Administrative Agent shall reasonably request. Notwithstanding the foregoing, no such pledge agreement in respect of the Equity Interests of a Foreign Subsidiary shall be required hereunder (A) until the date that is sixty (60) days after the Effective Date or such later date as the Administrative Agent may agree in the exercise of its reasonable discretion with respect thereto, and (B) to the extent the Administrative Agent or its counsel determines that such pledge would not provide material credit support for the benefit of the Secured Parties pursuant to legally valid, binding and enforceable pledge agreements. (c) Without limiting the foregoing, each Loan Party will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Lender Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust filings and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by any Requirement of Law or which the Lender Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all in form and substance reasonably satisfactory to the Administrative Agent and all at the expense of the Loan Parties. (d) If, at any time after the Effective Date any Subsidiary of the Borrower that is not a Loan Party shall become party to a guaranty of, or xxxxx x Xxxx on any assets to secure, any Subordinated Indebtedness or any other Material Indebtedness, the Borrower shall promptly notify the Administrative Agent thereof and, within five (5) days thereof (or such later date as may be agreed upon by the Administrative Agent) cause such Subsidiary to comply with Section 5.14(a) as if such Subsidiary constituted a Material Domestic Subsidiary (but without giving effect to the 30-day grace period provided therein). (e) If any material assets (including other than any real property or improvements thereto or any interest thereinExcluded Assets) are acquired by any Loan Party after the Effective Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien under the Security Agreement upon acquisition thereof), the Borrower Representative will (i) notify the Lender Administrative Agent and the Lenders thereof, and, if requested by the LenderAdministrative Agent or the Required Lenders, cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) take, and cause each applicable Loan Party to take, such actions as shall be necessary or reasonably requested by the Lender Administrative Agent to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of the Loan Parties.

Additional Collateral; Further Assurances. (a) Subject to applicable Requirements of Law, each Loan Party will cause each of its domestic Subsidiaries Domestic Subsidiary formed or acquired after the date of this Agreement to become a Loan Party by executing a Joinder Agreementjoinder agreement in form satisfactory to the Lender. Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor or Borrower hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the Lender, for the benefit of the Secured Parties, in any property of such Loan Party which constitutes Collateral, including any parcel of real property located in the U.S. owned by any Loan Party. (b) Each Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each of its domestic Domestic Subsidiaries and (ii) 65% of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each foreign Subsidiary directly owned by any Borrower or any domestic Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Lender, for the benefit of the Secured Parties, pursuant to the terms and conditions of the Loan Documents or other security documents as the Lender shall reasonably request. (c) Without limiting the foregoing, each Loan Party will, and will cause each Domestic Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Lender such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by any Requirement of Law or which the Lender may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all in form and substance reasonably satisfactory to the Lender and all at the expense of the Loan Parties. (d) If any material assets (including any real property or improvements thereto or any interest therein) are acquired by any Loan Party after the Effective Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien under the Security Agreement upon acquisition thereof), the Borrower Representative will (i) notify the Lender Lender, and, if requested by the Lender, cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) take, and cause each applicable Loan Party to take, such actions as shall be necessary or reasonably requested by the Lender to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of the Loan Parties. Notwithstanding the above, Collateral shall not include real property or any life insurance policy owned by any Borrower on the Effective Date.

Additional Collateral; Further Assurances. (a1) Subject to applicable Requirements of Lawlaw, the Company and each Loan Subsidiary that is a Company Party will shall, unless Wanxiang otherwise consents, cause each Subsidiary of its domestic Subsidiaries the Company formed or acquired after the date of this Agreement Note in accordance with the terms of this Note to become a Loan Company Party by executing a Joinder Agreementsupplement to a Note Guaranty. Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Note Guarantor or Borrower hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents Note and the Transaction Documents, and (ii) will grant Liens to the Lender, for the benefit of the Secured PartiesWanxiang, in any property of such Loan Company Party which constitutes Collateral, including any parcel of real property located in the U.S. owned by any Loan Company Party. (b2) Each Loan The Company and each Subsidiary that is a Company Party will cause (i) 100% of the issued and outstanding Equity Interests of each of its domestic Subsidiaries and (ii) 65% of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each foreign Subsidiary directly owned by any Borrower or any domestic Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Lender, for the benefit of the Secured Parties, Wanxiang pursuant to the terms and conditions of the Loan Note and the Transaction Documents or other security documents as the Lender Wanxiang shall reasonably request, provided that, unless otherwise requested by Wanxiang, no Company Party shall be required to create or perfect any Lien under the laws of jurisdiction other than the United States, each state thereof or the District of Columbia. (c3) Without limiting the foregoing, each Loan Company Party will, and will cause each Subsidiary to, execute and deliver, deliver or cause to be executed and delivered, to the Lender Wanxiang such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01documents, as applicable), which may be required by any Requirement of Law law or which the Lender Wanxiang may, from time to time, reasonably request to carry out the terms and conditions of this Agreement Note and the other Loan Transaction Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Loan Company Parties. (d4) If any material assets asset with an individual value in excess of $100,000 (including any real property or improvements thereto or any interest therein) are is acquired by the Company or any Loan Subsidiary that is a Company Party after the Effective Issuance Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien under in favor of the Security Agreement upon acquisition thereof), the Borrower Representative Company will (i) notify the Lender Wanxiang, and, if requested by the LenderWanxiang, cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) take, and cause each applicable Loan Subsidiary that is a Company Party to take, such actions as shall be necessary or reasonably requested by the Lender Wanxiang to grant and perfect such Liens, including actions described in paragraph (c3) of this Section, all at the expense of the Loan Company Parties. (5) Notwithstanding anything herein to the contrary, no Excluded Subsidiary shall be required to execute a Note Guaranty and become a Note Guarantor for so long as such Subsidiary shall remain an Excluded Subsidiary. If any Excluded Subsidiary shall cease to qualify as an Excluded Subsidiary, the Company shall (i) promptly notify Wanxiang thereof and (ii) if requested by Wanxiang, shall cause such Subsidiary that ceased to qualify as an Excluded Subsidiary to become a Note Guarantor by executing a supplement to the Note Guaranty within thirty (30) days following such request. Notwithstanding anything in this Note to the contrary, no Company Party will be required to take any steps to deliver any foreign-law governed pledges, security agreements or similar agreements or create or perfect any Lien under the laws of any jurisdiction other that the United States, each state thereof or the District of Columbia to the extent such agreements or actions are not legally permissible or possible in such jurisdiction.

Additional Collateral; Further Assurances. (a) Subject to any applicable Requirements Requirement of Law, each Loan Party will cause each of its domestic Subsidiaries formed or acquired after the date of this Agreement or any limited liability companies formed pursuant to any division to become a Loan Party by executing a Joinder joinder to this Agreement. In connection therewith, Lender shall have received all documentation and other information regarding such newly formed or acquired Subsidiaries as may be required to comply with the applicable “know your customer” rules and regulations, including the USA Patriot Act. Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor or Borrower hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the Lender, for the benefit of the Secured Parties, in any property of such Loan Party which constitutes Collateral, including any parcel of real property located in the U.S. owned by any Loan Party. (b) Each Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each of its domestic Subsidiaries and (ii) 65% of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each foreign Subsidiary directly owned by any Borrower or any domestic Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Lender, for the benefit of the Secured Parties, pursuant to the terms and conditions of the Loan Documents or other security documents as the Lender shall reasonably request. (c) Borrowers shall pledge and grant a first priority, perfected Lien in favor of Lender in 100% of the issued and outstanding Equity Interests of their Subsidiaries. (d) Without limiting the foregoing, each Loan Party will, and will cause each domestic Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Lender such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by any Requirement of Law or which the Lender may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all in form and substance reasonably satisfactory to Lender and all at the expense of the Loan Parties. (de) If any material assets (including any real property or improvements thereto or any interest therein) are acquired by any Loan Party after the Effective Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien under the Security Agreement upon acquisition thereof), the Borrower Representative will (i) notify the Lender and, if requested by the Lender, cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) take, and cause each applicable Loan Party to take, such actions as shall be necessary or reasonably requested by the Lender to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of the Loan Parties.

Additional Collateral; Further Assurances. (a) Subject to applicable Requirements of Law, each Loan Credit Party will shall cause each any Subsidiary of its domestic Subsidiaries formed or acquired after the date Parent which is required to become a Credit Party pursuant to the terms of this Agreement to, upon the request of the Agent, (i) grant Liens to become the Agent, for the benefit of the Agent and the Lenders, pursuant to such documents as the Agent may reasonably deem necessary and deliver such property, documents, and instruments as the Agent may request to perfect the Liens of the Agent in the Collateral of such Subsidiary (ii) execute a Loan Party Guaranty Agreement with respect to the Total Obligations (excluding the Total Obligations of such Credit Party) pursuant to Section 6.13, in form and substance satisfactory to the Agent, and (iii) in connection with the foregoing requirements, or either of them, deliver to the Agent all items of the type required by executing a Joinder AgreementSection 4.1(a) (as applicable). Upon execution and delivery thereofof such Credit Documents and other instruments, each certificates, and agreements, such Person (i) Subsidiary shall automatically become a Loan Borrower and a Guarantor, or a Guarantor or Borrower (but not a Borrower), as applicable, hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the Lender, for the benefit of the Secured Parties, in any property of such Loan Party which constitutes Collateral, including any parcel of real property located in the U.S. owned by any Loan PartyCredit Documents. (b) Each Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each of its domestic Subsidiaries and (ii) 65% of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each foreign Subsidiary directly owned by any Borrower or any domestic Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Lender, for the benefit of the Secured Parties, pursuant to the terms and conditions of the Loan Documents or other security documents as the Lender shall reasonably request. (c) Without limiting the foregoing, each Loan Credit Party willshall, and will shall cause each Subsidiary of the Parent's Subsidiaries which is required to become a Credit Party pursuant to the terms of this Agreement to, execute and deliver, or cause to be executed and delivered, to the Lender Agent such documents, agreements documents and instrumentsagreements, and will shall take or cause to be taken such further actions (including as the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by any Requirement of Law or which the Lender Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Credit Documents, all at the expense of the Loan Parties. (dc) If any material assets (including any real property or improvements thereto or any interest therein) are acquired Upon the Agent's request, each Credit Party will deliver to the Agent the following with respect to each parcel of Real Property owned by any Loan Party after Credit Party: (i) a Mortgage in proper form for recording in the Effective Date jurisdiction in which such Real Property covered thereby is located; (ii) ALTA or other than assets constituting Collateral under mortgagee's policies, in form and substance satisfactory to the Security Agreement that become Agent, with respect to the Real Property subject to the Lien under Mortgages; (iii) an environmental site assessment, in compliance with applicable Requirements of Law prepared by a credentialed environmental consultant acceptable to the Security Agreement upon acquisition thereof)Agent; (iv) a boundary survey prepared and certified to the Agent by a credentialed surveyor acceptable to the Agent; and (v) such other information, the Borrower Representative will (i) notify the Lender and, if requested by the Lender, cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) takedocumentation, and cause each applicable Loan Party certifications, in form and substance satisfactory to takethe Agent, such actions as shall may be necessary or reasonably requested by the Lender to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of the Loan PartiesAgent.

Additional Collateral; Further Assurances. (a) Subject to applicable Requirements of Lawlaw, each Loan Party will shall cause each of its domestic Subsidiaries formed or acquired after the date of this Agreement in accordance with the terms of this Agreement (any such formation or acquisition being prohibited by Section 6.13 of this Agreement without the prior written consent of the Administrative Agent) to become a Loan Party by executing a the Joinder Agreement set forth as Exhibit D hereto (the “Joinder Agreement”). Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor or Borrower hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the LenderAdministrative Agent, for the benefit of the Secured PartiesAdministrative Agent and the Lenders, in any property of such Loan Party which constitutes Collateral, including any parcel of real property located in the U.S. owned by any Loan Party. (b) Each Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each of its domestic Subsidiaries and (ii) 65% (or such greater percentage that, due to a change in applicable law after the date hereof, (1) could not reasonably be expected to cause the undistributed earnings of such foreign Subsidiary as determined for U.S. federal income tax purposes to be treated as a deemed dividend to such foreign Subsidiary’s U.S. parent and (2) could not reasonably be expected to cause any material adverse tax consequences) of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each foreign Subsidiary directly owned by any Borrower or any domestic Subsidiary a Loan Party to be subject at all times to a first priority, perfected Lien in favor of the Lender, for the benefit of the Secured Parties, Administrative Agent pursuant to the terms and conditions of the Loan Documents or other security documents as the Lender Administrative Agent shall reasonably request. Notwithstanding the foregoing, at any time after an Event of Default has occurred and is continuing, each Loan Party will, upon the request of the Administrative Agent, cause each foreign Subsidiary to become a Loan Party and a Loan Guarantor and to grant Liens to the Administrative Agent on its assets and have the balance of its stock pledged to the Administrative Agent. (c) Without limiting the foregoing, each Loan Party will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Lender Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by any Requirement of Law law or which the Lender Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Loan Parties. (d) If any material assets (including any real property or improvements thereto or any interest therein) are acquired by any Loan Party after the Effective Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien under in favor of the Security Agreement upon acquisition thereof), the Borrower Representative will (i) notify the Lender Administrative Agent and the Lenders thereof, and, if requested by the LenderAdministrative Agent or the Required Lenders, the Borrower will cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) will take, and cause each applicable the Loan Party Parties to take, such actions as shall be necessary or reasonably requested by the Lender Administrative Agent to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of the Loan Parties. (e) The Administrative Agent and the Lenders are not requiring that the Loan Parties deliver certificates of title for all titled motor vehicles or that the Lien in favor of the Administrative Agent in such motor vehicles granted pursuant to the Security Agreement be perfected by having such Lien noted on such certificates of title as a condition to the closing of the Transaction. However, if the Required Lenders direct the Administrative Agent to request that the Loan Parties deliver all original certificates of title for all motor vehicles owned by the Loan Parties, the Loan Parties shall deliver all such original certificates of title to the Administrative Agent immediately upon demand and shall provide all assistance required by the Administrative Agent to perfect its Lien on the motor vehicles owned by the Loan Parties at the Loan Parties’ cost and expense.