Common use of Additional Collateral; Further Assurances Clause in Contracts

Additional Collateral; Further Assurances. (a) Subject to applicable law, each Borrower and each Loan Party will cause each 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 Borrower (excluding, for the avoidance of doubt, any Foreign Subsidiary) or a Guarantor pursuant to a Joinder Agreement 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 Borrower or 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 Administrative Agent, for the benefit of the Administrative Agent and the applicable Secured Parties, in any property of such Loan Party which constitutes Collateral, under the applicable Security Agreement. (b) The Loan Parties will execute any and all further documents, financing statements, agreements and instruments, and take all such further actions (including the filing and recording of financing statements, fixture filings, and other documents) which may be required by any Requirement of Law or which the Administrative Agent may, from time to time, reasonably request, to cause the Collateral and Guaranty Requirement to be and remain satisfied at all times. The Loan Parties also agree to provide to the Administrative Agent, from time to 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, until an opinion of local counsel, in form and substance satisfactory to the Administrative Agent, is received by the Administrative Agent with respect to the Loan Party organized in Puerto Rico, the assets of such Puerto Rican Loan Party shall not be eligible for inclusion in the Borrowing Base.

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 lawexecute a Subsidiary Guaranty, each and the Borrower will, and each Loan Party will cause each 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 caseits Restricted Subsidiaries to, as such time may be extended in the Administrative Agent’s sole discretion) to become a Borrower (excluding, for the avoidance of doubt, any Foreign Subsidiary) or a Guarantor pursuant to a Joinder Agreement 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 Borrower or 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 Administrative Agent, for the benefit of the Banks, security interests and mortgages in such asset or property, EXCEPT that, with respect to any asset or property acquired in a Permitted Business Acquisition, including any 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 local counsel in any jurisdictions in which such asset or property 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 Liens in favor of the Administrative Agent for the benefit of the Banks required to be granted pursuant to the Additional Security Documents and the applicable Secured Partiesall taxes, fees and other charges payable in any property of such Loan Party which constitutes Collateral, under the applicable Security Agreementconnection therewith shall have been paid in full. (b) The Loan Parties Borrower will, and will execute any and all further documentscause each of its Restricted Subsidiaries to, 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, agreements transfer endorsements, powers of attorney, certificates, real property surveys, reports and instruments, other assurances or instruments and take all such further actions (including steps relating to the filing and recording of financing statements, fixture filings, and other documents) which may be required Collateral covered by any Requirement of Law the Security Documents or which the Additional Security Documents as the Administrative Agent maymay reasonably require. Furthermore, the Borrower shall cause to be delivered to the Administrative Agent such opinions of counsel, title insurance and other related documents 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 Administrative Agent or the Required Banks, 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, if any, constituting Collateral, from time to time, reasonably request, to cause the Collateral in form and Guaranty Requirement to be and remain satisfied at all times. The Loan Parties also agree to provide to the Administrative Agent, from time to time upon reasonable request, evidence substance reasonably satisfactory to the Administrative Agent. (d) 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 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 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 modification of any financing statement and continuation statement) for filing in any appropriate jurisdiction under the provisions of the UCC, local law or any statute, 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 perfection and priority 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 Liens created Administrative Agent, desirable to perfect the Lien created, or purported or intended to be created created, by each Security Document. (f) 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 Credit Party after the Collateral Documents. For Closing Date; PROVIDED that, the avoidance Borrower shall not be required to take actions or incur costs which are commercially unreasonable with respect to such leases of doubt, until an opinion of local counselReal Property which, in form and substance satisfactory to the reasonable judgement of the Administrative Agent, is received by the Administrative Agent with respect are not material to the Loan Party organized business of the Borrower and its Restricted Subsidiaries taken as a whole, in Puerto Rico, the assets of order to obtain such Puerto Rican Loan Party shall not be eligible for inclusion in the Borrowing BaseLandlord Certification and Waivers.

Additional Collateral; Further Assurances. (a) At any time or times during the term of this Agreement, upon the request of Lender, Borrower, will at its joint and several expense promptly and duly execute and deliver any and all such further financing statements, instruments, endorsements, powers of attorney and other documents, make such filings, provide such notices and take such further action as Lender may reasonably deem desirable or necessary in order to create, perfect, preserve and protect any security interest granted or purported to be granted hereby or to enable Lender to exercise and enforce its rights and remedies under this Agreement with respect to any or all of the Collateral, including, without limitation, the filing of any financing statements, or continuation statements, or amendments thereto, in form acceptable to Lender, under the Uniform Commercial Code in effect in any jurisdiction with respect to the liens and security interests granted under this Agreement. Borrower also hereby authorizes Lender to file any such financing statement without the signature of Borrower to the fullest extent permitted by applicable law. A photocopy of this Agreement shall be sufficient as a financing statement and may be filed instead of the original to the fullest extent permitted by applicable law. Borrower, jointly and severally, will (i) pay or reimburse Lender for all filing fees and related filing costs and expenses; (ii) provide Lender from time to time with statements and schedules further identifying and describing the Collateral and any other reports in connection with the Collateral as Lender may reasonably request, all in sufficient detail and in form reasonably satisfactory to Lender; and (iii) reimburse Lender for performing or ordering all searches Lender reasonably deems necessary or desirable to establish and determine the priority of the security interests of Lender in the Collateral or to determine the existence or priority of other secured parties with respect to the Collateral. (b) Subject to applicable law, each Borrower and each Loan Party will Subsidiary shall, unless Lender otherwise consents, cause each Designated Subsidiary Borrower 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 caseto become, as such time may be extended in the Administrative Agentat Lender’s sole discretion) to become option, a Guarantor by executing Guarantee Documents or a Borrower (excluding, for the avoidance of doubt, any Foreign Subsidiary) or by executing a Guarantor pursuant joinder to a Joinder this Agreement and take all such further actions (including any of 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 SubsidiaryRelated Documents. Upon execution and delivery thereof, each such Person (i) shall automatically become a Guarantor or Borrower or Guarantor, as applicable hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Related Documents and (ii) will grant Liens to the Administrative Agent, for the benefit of the Administrative Agent and the applicable Secured PartiesLender, in any property of such Loan Party Subsidiary which constitutes Collateral, under the applicable Security Agreementincluding any parcel of real property owned by any such Subsidiary. (bc) The Loan Parties Borrower and each Subsidiary 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 in favor of Lender pursuant to the terms and conditions of the Related Documents or other security documents as Lender shall reasonably request. (d) Without limiting the foregoing, Borrower and any Guarantor will, and will cause each Subsidiary to, execute any and all further deliver, or cause to be executed and delivered, to Lender such documents, financing statements, agreements and instruments, and will take all 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) documents and such other actions or deliveries of the type, as applicable), which may be required by any Requirement of Law law or which the Administrative Agent Lender may, from time to time, reasonably request, request to cause carry out the Collateral terms and Guaranty Requirement conditions of this Agreement and the Related Documents and to be and remain satisfied at all times. The Loan Parties also agree to provide to the Administrative Agent, from time to time upon reasonable request, evidence reasonably satisfactory to the Administrative Agent as to the ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents. For , all at the avoidance joint and several expense of doubt, until an opinion of local counsel, in form and substance satisfactory Borrower. (e) If any material assets (including any real property or improvements thereto or any interest therein) are acquired by Borrower or any Subsidiary after the Closing Date (other than assets constituting Collateral hereunder that become subject to the Administrative AgentLien in favor of Lender upon acquisition thereof), is received Borrower will notify Lender, and, if requested by Lender, Borrower will cause such assets to be subjected to a Lien securing the Administrative Agent with respect Liabilities and will take, and cause such Subsidiary to take, such actions as shall be necessary or reasonably requested by Lender to grant and perfect such Liens, including actions described in this Section, all at the Loan Party organized in Puerto Rico, the assets expense of such Puerto Rican Loan Party shall not be eligible for inclusion in the Borrowing BaseBorrower.

Additional Collateral; Further Assurances. (a) Subject to applicable lawRequirements of Law, each Borrower and each Loan Party will cause each Designated Material Domestic Subsidiary formed formed, acquired or acquired that otherwise becomes a Material Domestic Subsidiary after the date of this Agreement or that becomes to become a Designated Subsidiary after the Effective Date in accordance with the terms of this Loan Party by executing a Joinder Agreement within 30 thirty (30) days of such event (in each case, or such longer period as such time may be extended in agreed to by the Administrative Agent’s 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 become a Borrower (excludingcomply with the applicable “know your customer” rules and regulations, for the avoidance of doubt, any Foreign Subsidiary) or a Guarantor pursuant to a Joinder Agreement 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 SubsidiaryUSA PATRIOT Act. Upon execution and delivery thereof, each such Person (i) shall automatically become a Borrower or Guarantor, as applicable Guarantor 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 Administrative Agent, for the benefit of the Administrative Agent and the applicable other Secured Parties, in any property of such Loan Party which constitutes Collateral. The Administrative Agent shall not accept delivery of any mortgage from any Loan Party unless each of the Lenders has received forty-five (45) days prior written notice thereof and Administrative 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. The Administrative 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 qualifies as a “legal entity customer” under the applicable Security AgreementBeneficial Ownership Regulation unless such Subsidiary has delivered a Beneficial Ownership Certification in relation to such Subsidiary and the Administrative Agent has completed its USA PATRIOT Act searches, Sanctions searches and customary individual background checks for such Subsidiary, the results of which shall be satisfactory to Administrative Agent. (b) The Each Loan Parties 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 such Borrower or any 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, subject to Dispositions permitted under Section 6.05. (c) Without limiting the foregoing, each Loan Party will, and will cause each Subsidiary to, execute any and all further deliver, or cause to be executed and delivered, to the Administrative Agent such documents, financing statements, agreements and instruments, and will take all or cause to be taken such further actions (including the filing and recording of financing statements, Intellectual Property security agreements, fixture filings, mortgages, deeds of trust and other documents) 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 Loan Document or which the Administrative Agent may, from time to time, reasonably request, request to cause carry out the Collateral terms and Guaranty Requirement conditions of this Agreement and the other Loan Documents and to be and remain satisfied at all times. The Loan Parties also agree to provide to the Administrative Agent, from time to time upon reasonable request, evidence reasonably satisfactory to the Administrative Agent as to the ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents. For the avoidance of doubt, until an opinion of local counsel, all in form and substance reasonably satisfactory to the Administrative Agent, is received by Agent and all at the Administrative Agent with respect to expense of the Loan Party organized in Puerto Rico, the assets of such Puerto Rican Loan Party shall not be eligible for inclusion in the Borrowing BaseParties.

Additional Collateral; Further Assurances. (a) Within sixty (60) days (or such later date as may be agreed upon by the Administrative Agent in its reasonable discretion) after any wholly-owned Subsidiary qualifies as a Material Domestic Subsidiary pursuant to the definition of “Material Domestic Subsidiary”, the Company shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing the material assets of such Person and shall cause each such Subsidiary to deliver to the Administrative Agent a Joinder Agreement and a joinder to the Security Agreement (in the form contemplated thereby) pursuant to which such Subsidiary agrees to be bound by the terms and provisions hereof and thereof, such delivery to be accompanied by requisite resolutions, other organizational documentation and legal opinions as may be reasonably requested by, and in form and substance reasonably satisfactory to, the Administrative Agent and its counsel. Notwithstanding anything to the contrary in any Loan Document, (i) no Excluded Domestic Subsidiary or Excluded Foreign Subsidiary shall be required to be a Loan Party and (ii) no Collateral constituting fee-owned real property located in the State of New York shall secure any Commitments, Revolving Loans or Revolving Exposure. (b) Subject to the terms, limitations and exceptions set forth in the applicable lawCollateral Documents and this Section 5.14(b), each Borrower and each Loan Party will cause each Designated Subsidiary formed all of its owned property (whether real, personal, tangible, intangible, or acquired after mixed but excluding Excluded Assets and any real property that is not Material Real Property) to be subject at all times to perfected Liens in favor of the date Administrative Agent for the benefit of this Agreement or that becomes a Designated Subsidiary after the Effective Date Secured Parties to secure the Secured Obligations in accordance with the terms and conditions of this Agreement within 30 days (the Collateral Documents on a first priority basis, subject in each caseany case to Liens permitted by Section 6. 02. Without limiting the generality of the foregoing, as such time may be extended and subject to the terms, limitations and exceptions set forth in the Administrative Agent’s sole discretionapplicable Collateral Documents, the Company (i) will cause the Applicable Pledge Percentage of the issued and outstanding Equity Interests of each Pledge Subsidiary directly owned by the Company or any other Loan Party (other than Excluded Assets) to become a Borrower (excluding, for the avoidance of doubt, any Foreign Subsidiary) or a Guarantor pursuant be subject at all times to a Joinder Agreement first priority perfected (subject in any case to Liens permitted by Section 6.02) Lien in favor of the Administrative Agent to secure the Secured Obligations in accordance with the terms and take all such further actions (including the filing and recording conditions of financing statements and other documents) that are required under the Collateral Documents or this Agreement to cause such other pledge and security documents as the Collateral and Guaranty Requirement to be satisfied with respect to such Designated Subsidiary. Upon execution and delivery thereof, each such Person (i) Administrative Agent shall automatically become a Borrower or Guarantor, as applicable hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents reasonably request and (ii) will grant Liens deliver Mortgages and Mortgage Instruments with respect to Material Real Property owned by the Company or such Loan Party to the extent, and within such time period as is, reasonably required by the Administrative Agent. Notwithstanding anything to the contrary in this Section 5.14, (i) no such Mortgage or Mortgage Instruments are required to be delivered hereunder until the date that is ninety (90) days (or such later date as may be agreed upon by the Administrative Agent in its reasonable discretion) after (A) the Effective Date, with respect to Material Real Property owned by the Company or any other Loan Party on the Effective Date or (B) the date of acquisition thereof, with respect to Material Real Property acquired by the Company or any other Loan Party after the Effective Date and (ii) no foreign pledge documentation in respect of the pledge of Equity Interests of a Pledge Subsidiary that is a Material Foreign Subsidiary shall be required hereunder (A) until the date that is ninety (90) 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, (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 Administrative Agent Secured Parties pursuant to legally valid, binding and the applicable Secured Parties, in any property of such Loan Party which constitutes Collateral, under the applicable Security Agreement. (b) The Loan Parties will execute any and all further documents, financing statements, agreements and instrumentsenforceable pledge agreements, and take all such further actions (including the filing and recording of financing statements, fixture filings, and other documentsC) which may be required by any Requirement of Law or which the Administrative Agent may, from time to time, reasonably request, to cause the Collateral and Guaranty Requirement to be and remain satisfied at all times. The Loan Parties also agree to provide to the Administrative Agent, from time to time upon reasonable request, evidence extent the Company reasonably satisfactory determines in its good faith judgment that such pledge would result in a material adverse tax consequence to the Administrative Agent as to the perfection and priority of the Liens created Company or intended to be created by the Collateral Documents. For the avoidance of doubt, until an opinion of local counsel, in form and substance satisfactory to the Administrative Agent, is received by the Administrative Agent with respect to the Loan Party organized in Puerto Rico, the assets of such Puerto Rican Loan Party shall not be eligible for inclusion in the Borrowing Baseany Subsidiary.

Additional Collateral; Further Assurances. (ai) Subject to applicable lawRequirements of Law, each Borrower and within 30 days (or such later period as the Administrative Agent may agree in its reasonable discretion) after the time that any Person becomes a Material Domestic Subsidiary of the Company as a result of the creation of such Subsidiary, the growth of such Subsidiary or a Permitted Acquisition or otherwise, each Loan Party will cause each Designated such Material Domestic Subsidiary formed or acquired after (other than a Material Domestic Subsidiary of the date of this Agreement or Company 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 discretionis not Wholly Owned) to become a Borrower (excluding, for the avoidance of doubt, any Foreign Subsidiary) or a Guarantor pursuant to Loan Party by executing a Joinder Agreement 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 SubsidiaryAgreement. Upon execution and delivery thereof, each such Person (i) shall automatically become a Borrower or Guarantor, as applicable Loan Guarantor hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and Documents, (ii) will grant Liens to the Administrative Agent, for the benefit of the Administrative Agent and the applicable other Secured Parties, in any property or assets of such Loan Party of the type which constitutes Collateral, in accordance with the requirements of the Collateral Documents, pursuant to joinder agreements to the applicable Collateral Documents in such form reasonably deemed appropriate by the Administrative Agent and (iii) shall execute and deliver to the Administrative Agent legal opinions (consistent in scope and substance as such legal opinions delivered on the Effective Date) and related documents as the Administrative Agent may reasonably request with respect to such property and assets. (ii) Subject to applicable Requirements of Law, within 30 days (or such later period as the Administrative Agent may agree in its reasonable discretion) after the time that any UK Subsidiary has tangible or intangible personal or real property with a fair market value in excess of $2,500,000 (other than the Equity Interests described on Schedule 3.15) as a result of the creation of such Subsidiary, the growth of such Subsidiary or a Permitted Acquisition or otherwise, each Loan Party will cause such UK Subsidiary (other than a UK Subsidiary that is not Wholly Owned) 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 hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents, (ii) will grant Liens to the Administrative Agent, for the benefit of the Administrative Agent and the other Secured Parties, in any property or assets of such Loan Party of the type which constitutes Collateral, in accordance with the requirements of the Collateral Documents, pursuant to joinder agreements to the applicable Security AgreementCollateral Documents in such form reasonably deemed appropriate by the Administrative Agent and (iii) shall execute and deliver to the Administrative Agent legal opinions (consistent in scope and substance as such legal opinions delivered on the Effective Date) and related documents as the Administrative Agent may reasonably request with respect to such property and assets. (b) The Each (i) U.S. Loan Parties Party will cause (A) 100% of the issued and outstanding Equity Interests of each of its Domestic Subsidiaries and (B) 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 first-tier Foreign Subsidiary directly owned by such U.S. Loan Party and (ii) non-U.S. Loan Party will cause 100% of the issued and outstanding Equity Interests of each of its Subsidiaries directly owned by such non-U.S. Loan Party, in each case, 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 Collateral Documents as the Administrative Agent shall reasonably request. First Amended and Restated Credit Agreement (Orthofix), Page 98 (c) Without limiting the foregoing, each Loan Party will, and will cause each Subsidiary to, execute any and all further deliver, or cause to be executed and delivered, to the Administrative Agent such documents, financing statements, agreements and instruments, and will take all or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, filings and other documents) documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by any applicable Requirement of Law in the U.S., the Netherlands, England or Wales or which the Administrative Agent may, from time to time, reasonably request, request to cause carry out the Collateral terms and Guaranty Requirement conditions of this Agreement and the other Loan Documents and to be and remain satisfied at all times. The Loan Parties also agree to provide to the Administrative Agent, from time to time upon reasonable request, evidence reasonably satisfactory to the Administrative Agent as to the ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents. For , all at the avoidance expense of doubtthe Loan Parties (unless such action is excluded by the other terms of this Agreement and/or any of the Collateral Documents, until an opinion as applicable). (d) If any assets with a fair market value in excess of local counsel, in form and substance satisfactory $2,500,000 are acquired by any Loan Party after the Effective Date (other than (x) assets constituting Collateral under any Collateral Document that become subject to the Lien under such Collateral Document upon acquisition thereof and (y) Excluded Assets), the Borrower Representative will (i) notify the Administrative AgentAgent thereof, is received and, if reasonably requested by the Administrative Agent with respect 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 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 set forth herein or in any of the other Loan Party organized in Puerto RicoDocuments, the assets of such Puerto Rican no Loan Party shall not be eligible for inclusion required (i) to enter into any Collateral Document governed by the laws of a jurisdiction other than the U.S., the Netherlands and England and Wales, (ii) create any Lien in any jurisdiction other than the Borrowing BaseU.S., the Netherlands and England and Wales or (iii) perfect any Lien in any jurisdiction other than the U.S., the Netherlands and England and Wales.

Additional Collateral; Further Assurances. Until all the Liabilities are paid in full: (a) Subject to applicable requirements of law, each Borrower and each Loan Note Party will cause each Designated of its Subsidiaries (other than any Immaterial Subsidiary or Excluded Subsidiary, other than as set forth in clauses (f) or (g), as applicable) formed or acquired after the date of this Agreement or that becomes a Designated Subsidiary after the Effective Closing Date in accordance with the terms of this Agreement within 30 sixty (60) days (or such longer period approved by the Collateral Agent (at the direction of the Required Purchasers) in each case, as writing) after such time may be extended in the Administrative Agent’s sole discretion) formation or acquisition to become a Borrower Note Party by executing a joinder agreement (excludingor such other documents performing similar functions as may be required by the Collateral Agent (at the direction of the Required Purchasers)); provided, for that the avoidance Subsidiary is not a Sanctioned Person and such Subsidiary becoming a Note Party shall not cause a violation of doubt, Sanctions by any Foreign Subsidiary) or a Guarantor pursuant to a Joinder Agreement and take all such further actions Person (including KLIM). In connection therewith, the filing Collateral Agent and recording of financing statements the Purchasers shall have received all documentation and other documents) that are required under information regarding such newly formed or acquired Subsidiaries as may be reasonably requested by KLIM or the Collateral Documents or this Agreement to cause the Collateral and Guaranty Requirement to be satisfied Agent with respect to such Designated Subsidiary“know your customer” and Anti-Money Laundering Laws and Sanctions, including the PATRIOT Act (including a completed OFAC questionnaire and, if the Company qualifies as a “legal entity customer” under the Beneficial Ownership Regulations, a Beneficial Ownership Certification with respect to the Company). Upon execution and delivery thereof, and upon execution and delivery of a joinder agreement to the Subsidiary Guarantee, each such Person (i) shall automatically become a Borrower or Guarantor, as applicable Subsidiary Guarantor hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Transaction Documents and (ii) will grant Liens to secure the Administrative Agent, for the benefit of the Administrative Agent and the applicable Secured Parties, Notes in any property of such Loan Note Party which constitutes Collateral, under the applicable Security Agreement. (b) The Loan Parties Each Note Party will execute any and all further deliver, or cause to be executed and delivered, to the Collateral Agent and the Purchasers such documents, financing statements, agreements and instruments, and will take all 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) documents and such other actions or deliveries of the type required by the Transaction Documents, as applicable), which may be required by any Requirement requirement of Law law or which the Administrative Collateral Agent (at the direction of the Required Purchasers) may, from time to time, reasonably request, request to cause carry out the Collateral terms and Guaranty Requirement conditions of this Agreement and the other Transaction Documents and to be and remain satisfied at all times. The Loan Parties also agree to provide to the Administrative Agent, from time to time upon reasonable request, evidence reasonably satisfactory to the Administrative Agent as to the ensure perfection and priority of the Liens created or intended to be created by and in accordance with the Security Agreement, all at the expense of the Note Parties. (c) With respect to all owned Real Estate Assets with a fee interest in real estate with a fair market value greater than $5,000,000 owned by a Note Party that is acquired after the Closing Date, the applicable Note Party shall within ninety (90) days thereafter (or such later date as approved by the Collateral Documents. For Agent (at the avoidance direction of doubtthe Required Purchasers), until deliver each of the following, in form and substance reasonably satisfactory to the Collateral Agent and the Required Purchasers: (i) a mortgage on such property; (ii) evidence that a counterpart of the mortgage has been recorded in the place necessary, in the Collateral Agent’s (at the direction of the Required Purchasers) reasonable judgment, to create a valid and enforceable Lien in favor of the Collateral Agent; (iii) ALTA or other mortgagee’s title policy; (iv) an ALTA survey prepared and certified to the Collateral Agent by a surveyor reasonably acceptable to the Collateral Agent (at the direction of the Required Purchasers); (v) an opinion of local counselcounsel in the state in which such Real Estate Asset is located in form and substance and from counsel reasonably satisfactory to the Collateral Agent and the Required Purchasers; (vi) if any such parcel of Real Estate Asset is determined by the Purchasers to be in a flood zone, a flood notification form signed by the Company and evidence that flood insurance is in place for the building and contents, all in form and substance satisfactory to the Administrative Required Purchasers; and (vii) such other information, documentation, and certifications as may be reasonably required by the Collateral Agent (at the direction of the Required Purchasers). (d) If any material assets are acquired by any Note Party after the Closing Date (other than assets constituting Collateral under the Security Agreement that become subject to the Liens under the Security Agreement upon acquisition thereof), the Company will (i) notify each Purchaser and the Collateral Agent, is received and, if requested by the Administrative Collateral Agent (at the direction of the Required Purchasers), cause such assets to be subjected to a Lien securing the Obligations and (ii) take, and cause each applicable Note Party to take, such actions as shall be necessary or reasonably requested by the Collateral Agent (at the direction of the Required Purchasers) to grant and perfect such Liens created by and in accordance with respect the Security Agreement, all at the expense of the Note Parties. (e) The Note Parties shall, from time to time execute and deliver, or cause to be executed and delivered, such additional instruments, certificates or documents, and take such actions, as the Loan Party organized Collateral Agent and/or the Required Purchasers may reasonably request for the purposes of implementing or effectuating the provisions of this Agreement and the other Transaction Documents. (f) In the event that any Immaterial Subsidiary later ceases to be an Immaterial Subsidiary, or in Puerto Ricothe event that Subsidiaries designated as Immaterial Subsidiaries at any time, in the aggregate, either (i) own or hold assets, when combined with the assets of such Puerto Rican Loan Party shall all other Immaterial Subsidiaries that are not be eligible for inclusion in Note Parties, exceeding five percent (5.0%) of the Borrowing Base.consolidated total assets of the Company and its Subsidiaries or

Additional Collateral; Further Assurances. (a) Within sixty (60) days (or such later date as may be agreed upon by the Administrative Agent in its reasonable discretion) after any wholly-owned Subsidiary qualifies as a Material Domestic Subsidiary pursuant to the definition of “Material Domestic Subsidiary”, the Company shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing the material assets of such Person and shall cause each such Subsidiary to deliver to the Administrative Agent a Joinder Agreement and a joinder to the Security Agreement (in the form contemplated thereby) pursuant to which such Subsidiary agrees to be bound by the terms and provisions hereof and thereof, such delivery to be accompanied by requisite resolutions, other organizational documentation and legal opinions as may be reasonably requested by, and in form and substance reasonably satisfactory to, the Administrative Agent and its counsel. Notwithstanding anything to the contrary in any Loan Document, (i) no Excluded Domestic Subsidiary or Excluded Foreign Subsidiary shall be required to be a Loan Party and (ii) no Collateral constituting fee-owned real property located in the State of New York shall secure any Commitments, Revolving Loans or Revolving Exposure. (b) Subject to the terms, limitations and exceptions set forth in the applicable lawCollateral Documents and this Section 5.14(b), each Borrower and each Loan Party will cause each Designated Subsidiary formed all of its owned property (whether real, personal, tangible, intangible, or acquired after mixed but excluding Excluded Assets and any real property that is not Material Real Property) to be subject at all times to perfected Liens in favor of the date Administrative Agent for the benefit of this Agreement or that becomes a Designated Subsidiary after the Effective Date Secured Parties to secure the Secured Obligations in accordance with the terms and conditions of this Agreement within 30 days (the Collateral Documents on a first priority basis, subject in each caseany case to Liens permitted by Section 6.02. Without limiting the generality of the foregoing, as such time may be extended and subject to the terms, limitations and exceptions set forth in the Administrative Agent’s sole discretionapplicable Collateral Documents, the Company (i) will cause the Applicable Pledge Percentage of the issued and outstanding Equity Interests of each Pledge Subsidiary directly owned by the Company or any other Loan Party (other than Excluded Assets) to become a Borrower (excluding, for the avoidance of doubt, any Foreign Subsidiary) or a Guarantor pursuant be subject at all times to a Joinder Agreement first priority perfected (subject in any case to Liens permitted by Section 6.02) Lien in favor of the Administrative Agent to secure the Secured Obligations in accordance with the terms and take all such further actions (including the filing and recording conditions of financing statements and other documents) that are required under the Collateral Documents or this Agreement to cause such other pledge and security documents as the Collateral and Guaranty Requirement to be satisfied with respect to such Designated Subsidiary. Upon execution and delivery thereof, each such Person (i) Administrative Agent shall automatically become a Borrower or Guarantor, as applicable hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents reasonably request and (ii) will grant Liens deliver Mortgages and Mortgage Instruments with respect to Material Real Property owned by the Company or such Loan Party to the extent, and within such time period as is, reasonably required by the Administrative Agent. Notwithstanding anything to the contrary in this Section 5.14, (i) no such Mortgage or Mortgage Instruments are required to be delivered hereunder until the date that is ninety (90) days (or such later date as may be agreed upon by the Administrative Agent in its reasonable discretion) after (A) the Effective Date, with respect to Material Real Property owned by the Company or any other Loan Party on the Effective Date or (B) the date of acquisition thereof, with respect to Material Real Property acquired by the Company or any other Loan Party after the Effective Date and (ii) no foreign pledge documentation in respect of the pledge of Equity Interests of a Pledge Subsidiary that is a Material Foreign Subsidiary shall be required hereunder (A) until the date that is ninety (90) 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, (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 Administrative Agent Secured Parties pursuant to legally valid, binding and enforceable pledge agreements, and (C) to the applicable Secured Parties, extent the Company reasonably determines in its good faith judgment that such pledge would result in a material adverse tax consequence to the Company or any property of such Loan Party which constitutes Collateral, under the applicable Security AgreementSubsidiary. (c) If, at any time after the Effective Date any Subsidiary of the Company that is not a Loan Party shall become party to a guaranty of, or xxxxx x Xxxx on any assets to secure, the Term LoanLoans/Notes Obligations, any Subordinated Indebtedness or any other Material Indebtedness of a Loan Party, the Company shall promptly notify the Administrative Agent thereof and, within ten (10) 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) and (b) The (but without giving effect to the 30-day grace periods provided therein). (d) Without limiting the foregoing, each Loan Parties Party will, and will cause each Subsidiary to, execute any and all further deliver, or cause to be executed and delivered, to the Administrative Agent such documents, financing statements, agreements and instruments, and take all 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) 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 Administrative Agent may, from time to time, reasonably request, request to cause carry out the Collateral terms and Guaranty Requirement conditions of this Agreement and the other Loan Documents and to be and remain satisfied at all times. The Loan Parties also agree to provide to the Administrative Agent, from time to time upon reasonable request, evidence reasonably satisfactory to the Administrative Agent as to the ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents. For , subject to the avoidance terms, limitations, and exceptions set forth herein or in any Collateral Document, all at the expense of doubt, until an opinion of local counselthe Loan Parties, in form and substance satisfactory each case to the extent required by, and subject to the limitations and exceptions of, this Agreement and the other Loan Documents. (e) If any material assets (other than Excluded Assets or other assets not required to be Collateral) are acquired by any Loan Party after the Effective Date (other than assets constituting Collateral under the applicable Collateral Documents that become subject to the Lien granted by the Loan Parties in favor of the Administrative AgentAgent in support of all of the Secured Obligations upon acquisition thereof), is received the Borrower Representative will promptly (i) notify the Administrative Agent thereof and, if requested by the Administrative Agent or the Required Lenders, cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) take such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, subject to clause (f) of this Section, all at the expense of the Loan Parties, subject, however, to the terms, limitations and exceptions set forth herein or in any Collateral Document; provided that with respect to any Material Real Property acquired by the Company or any other Loan Party organized after the Effective Date (including in Puerto Ricoconnection with a Permitted Acquisition), which property would not be automatically subject to any other Lien pursuant to an existing Collateral Document, no Mortgage or Mortgage Instrument shall be required to be delivered hereunder prior to the date that is one hundred twenty (120) days after the acquisition thereof as determined by the Borrower Representative (acting reasonably in good faith) (or such later date as may be agreed upon by the Administrative Agent in its reasonable discretion). (f) Notwithstanding the foregoing, the assets parties hereto acknowledge and agree that (i) in circumstances where the Administrative Agent reasonably determines that the cost or effort of obtaining or perfecting a security interest in any asset that constitutes Collateral is excessive in relation to the benefit afforded to the Secured Parties thereby, the Administrative Agent may exclude such Puerto Rican Collateral from the creation and perfection requirements set forth in this Agreement and the other Loan Party shall Documents and (ii) the Administrative Agent may grant extensions of time for the creation or perfection of Liens in particular property (including extensions of time beyond the Effective Date) where it determines that such creation or perfection cannot be eligible for inclusion in accomplished without undue effort or expense by the Borrowing Basetime or times at which it would otherwise be required by this Agreement or any other Loan Document.

Additional Collateral; Further Assurances. (ai) Subject to applicable lawRequirements of Law, each Borrower and within 30 days (or such later period as the Administrative Agent may agree in its reasonable discretion) after the time that any Person becomes a Material Domestic Subsidiary of the Company as a result of the creation of such Subsidiary, the growth of such Subsidiary or a Permitted Acquisition or otherwise, each Loan Party will cause each Designated such Material Domestic Subsidiary formed or acquired after (other than a Material Domestic Subsidiary of the date of this Agreement or Company 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 discretionis not Wholly Owned) to become a Borrower (excluding, for the avoidance of doubt, any Foreign Subsidiary) or a Guarantor pursuant to Loan Party by executing a Joinder Agreement 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 SubsidiaryAgreement. Upon execution and delivery thereof, each such Person (i) shall automatically become a Borrower or Guarantor, as applicable Loan Guarantor hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and Documents, (ii) will grant Liens to the Administrative Agent, for the benefit of the Administrative Agent and the applicable other Secured Parties, in any property or assets of such Loan Party of the type which constitutes Collateral, in accordance with the requirements of the Collateral Documents, pursuant to joinder agreements to the applicable Collateral Documents in such form reasonably deemed appropriate by the Administrative Agent and (iii) shall execute and deliver to the Administrative Agent legal opinions (consistent in scope and substance as such legal opinions delivered on the Effective Date) and related documents as the Administrative Agent may reasonably request with respect to such property and assets. (ii) Subject to applicable Requirements of Law, within 30 days (or such later period as the Administrative Agent may agree in its reasonable discretion) after the time that any UK Subsidiary has tangible or intangible personal or real property with a fair market value in excess of $2,500,000 (other than the Equity Interests described on Schedule 3.15) as a result of the creation of such Subsidiary, the growth of such Subsidiary or a Permitted Acquisition or otherwise, each Loan Party will cause such UK Subsidiary (other than a UK Subsidiary that is not Wholly Owned) 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 hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents, (ii) will grant Liens to the Administrative Agent, for the benefit of the Administrative Agent and the other Secured Parties, in any property or assets of such Loan Party of the type which constitutes Collateral, in accordance with the requirements of the Collateral Documents, pursuant to joinder agreements to the applicable Security AgreementCollateral Documents in such form reasonably deemed appropriate by the Administrative Agent and (iii) shall execute and deliver to the Administrative Agent legal opinions (consistent in scope and substance as such legal opinions delivered on the Effective Date) and related documents as the Administrative Agent may reasonably request with respect to such property and assets. (b) The Each Loan Parties Party will cause (i) 100% of the issued and outstanding Equity Interests of (x) each of its Domestic Subsidiaries and (y) each Initial Subsidiary Guarantor that is a Foreign 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 Subsidiary (other than any Initial Subsidiary Guarantor that is a Foreign Subsidiary) directly owned by Loan Party 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 Credit Agreement (Orthofix), Page 68 to the terms and conditions of the Loan Documents or other Collateral Documents as the Administrative Agent shall reasonably request. (c) Without limiting the foregoing, each Loan Party will, and will cause each Subsidiary to, execute any and all further deliver, or cause to be executed and delivered, to the Administrative Agent such documents, financing statements, agreements and instruments, and will take all or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, filings and other documents) documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by any applicable Requirement of Law in the U.S., England or Wales or which the Administrative Agent may, from time to time, reasonably request, request to cause carry out the Collateral terms and Guaranty Requirement conditions of this Agreement and the other Loan Documents and to be and remain satisfied at all times. The Loan Parties also agree to provide to the Administrative Agent, from time to time upon reasonable request, evidence reasonably satisfactory to the Administrative Agent as to the ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents. For , all at the avoidance expense of doubtthe Loan Parties (unless such action is excluded by the other terms of this Agreement and/or any of the Collateral Documents, until an opinion as applicable). (d) If any assets with a fair market value in excess of local counsel, in form and substance satisfactory $2,500,000 are acquired by any Loan Party after the Effective Date (other than (x) assets constituting Collateral under any Collateral Document that become subject to the Lien under such Collateral Document upon acquisition thereof and (y) Excluded Assets), the Borrower Representative will (i) notify the Administrative AgentAgent thereof, is received and, if reasonably requested by the Administrative Agent with respect 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 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 set forth herein or in any of the other Loan Party organized in Puerto RicoDocuments, the assets of such Puerto Rican no Loan Party shall not be eligible for inclusion required (i) to enter into any Collateral Document governed by the laws of a jurisdiction other than the U.S. and England and Wales, (ii) create any Lien in any jurisdiction other than the Borrowing BaseU.S., Curacao, and England and Wales or (iii) perfect any Lien in any jurisdiction other than the U.S., and England and Wales.

Additional Collateral; Further Assurances. (a) Subject to applicable lawthe Limited Conditionality Provision, each the Borrower and each Subsidiary that is a Loan Party will shall cause each Designated Subsidiary of its Material Domestic Subsidiaries 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 to become a Loan Party by executing the Joinder Agreement set forth as Exhibit E hereto (the “Joinder Agreement”) within 30 thirty (30) days (in each case, or such later date as such time may be extended in agreed upon by the Administrative Agent’s sole discretion) to become a Borrower (excludingof such formation, for the avoidance of doubtor acquisition, any Foreign Subsidiary) or a Guarantor pursuant to a such Joinder Agreement to be accompanied by appropriate corporate resolutions, other corporate organizational and take authorization documentation and legal opinions in form and substance reasonably satisfactory to the Administrative Agent. In connection therewith, the Administrative Agent shall have received all documentation and other information regarding such further actions (newly formed or acquired Subsidiaries as may be required to comply with applicable “know your customer” rules and regulations, 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 SubsidiaryPatriot Act. Upon execution and delivery thereof, each such Person (i) shall automatically become a Borrower or Guarantor, as applicable Loan Guarantor 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 Administrative Agent, for the benefit of the Administrative Agent and the applicable Secured Parties, in any property of such Loan Party which constitutes Collateral, under the applicable Security Agreement. (b) The Without limiting the generality of the foregoing, subject to the Limited Conditionality Provision, the Borrower and each Domestic Subsidiary that is a Loan Party (i) will cause the Applicable Pledge Percentage of the issued and outstanding Equity Interests (other than any Excluded Assets) in each Domestic Subsidiary and First Tier Foreign Subsidiary directly owned by the Borrower or any 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 Secured Parties, to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents or such other security documents as the Administrative Agent shall reasonably request and (ii) will deliver Mortgages and Mortgage Instruments with respect to Material Real Property owned by each such Loan Party to the extent, and within such time period as is, reasonably required by the Administrative Agent. Notwithstanding the foregoing, the parties hereto acknowledge and agree that (i) no such Mortgages and Mortgage Instruments are required to be delivered hereunder until the date that is ninety (90) days after the Effective Date (or, if acquired after the Effective Date, the date that is ninety (90) days after the date the Material Real Property is acquired) or such later date as the Administrative Agent may agree in the exercise of its reasonable discretion with respect thereto, (ii) no pledge agreement in respect of the pledge of Equity Interests of a First Tier Foreign 85 Subsidiary shall be required until the date that is ninety (90) days after the Effective Date (or, if acquired after the Effective Date, the date that is ninety (90) days after the date such Equity Interests are acquired) or such later date as is agreed to by the Administrative Agent in its reasonable discretion and (iii) 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) [Intentionally Omitted.] (d) Without limiting the foregoing, each Loan Party will, and will cause each Subsidiary to, execute any and all further deliver, or cause to be executed and delivered, to the Administrative Agent such documents, financing statements, agreements and instrumentsinstruments (including, without limitation, deposit account control agreements and securities account control agreements), and will take all or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, statements and other documents) 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 Administrative Agent may, from time to time, reasonably request, request to cause carry out the Collateral terms and Guaranty Requirement conditions of this Agreement and the other Loan Documents and to be and remain satisfied at all times. The Loan Parties also agree to provide to the Administrative Agent, from time to time upon reasonable request, evidence reasonably satisfactory to the Administrative Agent as to the ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents. For , subject to the avoidance of doubtLimited Conditionality Provision (and other exceptions set forth in this Agreement or the Collateral Documents), until an opinion of local counsel, all in form and substance reasonably satisfactory to the Administrative Agent and all at the expense of the Loan Parties. (e) If any material assets are acquired by the Borrower or any Subsidiary that is a Loan Party after the Effective Date (other than (i) Excluded Assets, (ii) real property that does not constitute Material Real Property or (iii) assets of the type constituting Collateral under any Collateral Document that either become subject to the Lien in favor of the Administrative Agent upon acquisition thereof or with respect to which no notice or further action would be required to create or perfect the Administrative Agent’s Lien in such assets), is received the Borrower will notify the Administrative Agent and the Lenders thereof, and, if requested by the Administrative Agent with respect or the Required Lenders, the Borrower will cause such assets to be subjected to a Lien securing the Secured Obligations and will take, and cause the Subsidiary Loan Parties to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in paragraph (d) of this Section, all at the expense of the Loan Parties, subject, however, to the Loan Party organized in Puerto RicoLimited Conditionality Provision. (f) If, at any time after the assets Effective Date any Domestic Subsidiary of such Puerto Rican 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 ABL Obligations, any Subordinated Indebtedness or any other Material Indebtedness of a Loan Party, the Borrower shall promptly notify the Administrative Agent thereof and, within thirty (30) days thereof (or such later date as may be agreed upon by the Administrative Agent) cause such Subsidiary to either (i) comply with this Section 5.14 (but without giving effect to the 30-day grace periods provided therein) or (ii) terminate such guaranty and/or Lien, as applicable, in each case, to the reasonable satisfaction of the Administrative Agent. 86 (g) Notwithstanding the foregoing, the parties hereto acknowledge and agree that, (i) 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 and (ii) the Administrative Agent may grant extensions of time for the creation or perfection of Liens in particular property (including extensions of time beyond the Effective Date) where it determines that such creation or perfection cannot be eligible for inclusion in accomplished without undue effort or expense by the Borrowing Basetime or times at which it would otherwise be required by this Agreement or any other Loan Document.

Additional Collateral; Further Assurances. (a) Subject to applicable law, each Borrower and each Loan Party will cause each Designated Restricted Subsidiary that is formed or acquired after the date of this Agreement or (and is not an Excluded Subsidiary), that becomes a Designated Restricted Subsidiary after the Effective Closing Date (and is not an Excluded Subsidiary) or that ceases to be an Excluded Subsidiary after the Closing Date in accordance with the terms of this Agreement within 30 sixty (60) days (in each case, as such time may be extended in the Administrative Agent’s sole discretion) to become a Borrower (excluding, for the avoidance of doubt, any Foreign Subsidiary) or a Guarantor pursuant to a Joinder Agreement and take all such further actions (including authorizing the filing and recording of financing statements 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 Borrower or 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 Administrative Agent, for the benefit of the Administrative Agent and the applicable Secured Parties, in any property of such Loan Party which constitutes Collateral, under the applicable Security Agreement.and (b) The Loan Parties will execute any and all further documents, financing statements, agreements and instruments, and take all such further actions (including authorizing the filing and recording of financing statements, fixture filings, and other documents) which may be required by any Requirement of Law or which the Administrative Agent may, from time to time, reasonably request, to cause the Collateral and Guaranty Requirement to be and remain satisfied at all times. The . (c) Upon the acquisition by any of the Loan Parties also agree to provide to or any of their Subsidiaries after the Second Amendment Effective Date of any interest in any Material Real Property, such Loan Party or Subsidiary, as applicable, shall immediately so notify the Administrative Agent, from setting forth with specificity a description of the interest acquired, the location of the Material Real Property, any structures or improvements thereon and either an appraisal or such Loan Party’s or Subsidiary’s good-faith estimate of the current value of such Material Real Property. The Administrative Agent shall notify such Loan Party or Subsidiary, as applicable, whether it intends to require a Mortgage (and any other Real Property Deliverables solely to the extent requested by the Term Agent pursuant to the Term Credit Agreement) with respect to such Material Real Property. Upon receipt of such notice requesting a Mortgage (and any other Real Property Deliverables solely to the extent requested by the Term Agent pursuant to the Term Credit Agreement) such Loan Party or Subsidiary, as applicable, shall promptly and in any event within sixty (60) days after the acquisition of such Material Real Property (or such later time to time upon reasonable request, evidence reasonably satisfactory to as the Administrative Agent as may agree in its sole discretion), deliver one or more Mortgages creating a perfected, first priority Lien (in terms of priority, subject only to Permitted Specified Liens) on such Material Real Property and such other Real Property Deliverables (solely to the perfection and priority of the Liens created or intended to be created extent requested by the Collateral Documents. For the avoidance of doubt, until an opinion of local counsel, in form and substance satisfactory Term Agent pursuant to the Administrative Agent, is received Term Credit Agreement) as may be required by the Administrative Agent with respect to such Material Real Property acquired after the Second Amendment Effective Date; provided that no Mortgage on such Material Real Property shall be recorded at the direction of the Administrative Agent until each Lender has confirmed to the Administrative Agent that it has completed all internal credit requirements necessary to accept such Mortgage. The Borrowers shall pay all fees and expenses, including, without limitation, reasonable attorneys’ fees and expenses, and all title insurance charges and premiums, in connection with each Loan Party’s obligations under this Section 5.14(c). (d) Notwithstanding the foregoing, the Administrative Agent shall not enter into any Mortgage in respect of any Material Real Property acquired by any Loan Party organized after the Second Amendment Effective Date until (1) the date that occurs 45 days after the Administrative Agent has delivered to the Lenders (which may be delivered electronically) the following documents in Puerto Rico, the assets respect of such Puerto Rican real property: (i) a completed flood hazard determination from a third party vendor, (ii) if such real property is located in a “special flood hazard area,” (A) a notification to the applicable Loan Party shall of that fact and (if applicable) notification to the applicable Loan Party that flood insurance is not available and (B) evidence of receipt by the applicable Loan Party of such notice, and (iii) if such notice is required to be eligible for inclusion provided to the applicable Loan Party and flood insurance is available in the Borrowing Base.community in which such real property is located, evidence of flood insurance, and (2) the Administrative Agent shall have received written

Additional Collateral; Further Assurances. (a) Subject to applicable law, each Each Borrower and each Subsidiary that is a Loan Party will cause each Designated Subsidiary of its Domestic Subsidiaries that is not a FSHCO 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 and any Excluded Subsidiary at such time that it no longer constitutes an Excluded Subsidiary to become a Loan Party by executing a Joinder Agreement within 30 thirty (30) days (or such later date as may from time to time be approved by the Administrative Agent in each caseits reasonable discretion, but in no event later than the date such Domestic Subsidiary becomes an issuer or guarantor under or in respect of the Term Loan Agreement) of such formation, acquisition or disqualification as an Excluded Subsidiary (to the extent such time may Domestic Subsidiary remains in existence as of such thirtieth day), such Joinder Agreement to be extended accompanied by appropriate corporate resolutions, other corporate organizational and authorization documentation and legal opinions in form and substance reasonably satisfactory to the Administrative Agent’s sole discretion) to become a Borrower (excluding, for the avoidance of doubt, any Foreign Subsidiary) or a Guarantor pursuant to a Joinder Agreement 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 Borrower or Guarantor, as applicable Loan Guarantor 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 Administrative Agent, for the benefit of the Administrative Agent and the applicable other Secured Parties, in any property of such Loan Party which constitutes Collateral, under including any real property owned by any Loan Party (other than Excluded Assets). Nothing in this Section 5.14 shall be construed as a consent to form or acquire any Subsidiary after the applicable Security AgreementEffective Date that is not otherwise expressly permitted herein. Notwithstanding anything herein to the contrary, no Foreign Subsidiary of any Loan Party and no FSHCO shall be required to become a Loan Party. (b) The Without limiting the generality of the foregoing, each Borrower and each Subsidiary that is a Loan Party will cause (i) 100% of the issued and outstanding non-voting Equity Interests and (ii) the Applicable Pledge Percentage of the issued and outstanding voting Equity Interests of each Pledge 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 Secured Obligations in accordance with the terms and conditions of the Collateral Documents or such other security documents as the 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 any and all further deliver, or cause to be executed and delivered, to the Administrative Agent such documents, financing statements, agreements and instruments, and will take all or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, statements and other documents) 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 Administrative Agent may, from time to time, reasonably request, request to cause carry out the Collateral terms and Guaranty Requirement conditions of this Agreement and the other Loan Documents and to be and remain satisfied at all times. The Loan Parties also agree to provide to the Administrative Agent, from time to time upon reasonable request, evidence reasonably satisfactory to the Administrative Agent as to the ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents. For the avoidance of doubt, until an opinion of local counsel, all in form and substance reasonably satisfactory to the Administrative AgentAgent and all at the expense of the Loan Parties. (d) If any material assets are acquired by any Loan Party after the Effective Date (other than Excluded Assets or assets constituting Collateral under the Security Agreement that become subject to the Lien under the Security Agreement upon the acquisition thereof), the Borrower Representative will take, and cause each Subsidiary that is received a Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent with respect to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of the Loan Party organized in Puerto RicoParties. (e) If, at any time after the assets Effective Date any Subsidiary of such Puerto Rican Holdings that is not a Loan Party shall not become party to a guaranty of, or xxxxx x Xxxx on any assets (other than Excluded Assets) to secure, the Term Loan Obligations, any Subordinated Indebtedness or any other Material Indebtedness of Holdings or a Domestic Subsidiary, the Borrower Representative shall promptly notify the Administrative Agent thereof and, within ten (10) days thereof (or such later date as may be eligible for inclusion agreed upon by the Administrative Agent) cause such Subsidiary to comply with Section 5.14(a) and (b) (but without giving effect to the 30- day grace periods provided therein). (f) Notwithstanding anything to the contrary in the Borrowing Base.this Agreement or any other Loan Document,

Additional Collateral; Further Assurances. (a) Within sixty (60) days (or such later date as may be agreed upon by the Administrative Agent in its reasonable discretion) after any wholly-owned Subsidiary qualifies as a Material Domestic Subsidiary pursuant to the definition of “Material Domestic Subsidiary”, the Company shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing the material assets of such Person and shall cause each such Subsidiary to deliver to the Administrative Agent a Joinder Agreement and a joinder to the Security Agreement (in the form contemplated thereby) pursuant to which such Subsidiary agrees to be bound by the terms and provisions hereof and thereof, such delivery to be accompanied by requisite resolutions, other organizational documentation and legal opinions as may be reasonably requested by, and in form and substance reasonably satisfactory to, the Administrative Agent and its counsel. Notwithstanding anything to the contrary in any Loan Document, (i) no Excluded Domestic Subsidiary or Excluded Foreign Subsidiary shall be required to be a Loan Party and (ii) no Collateral constituting fee-owned real property located in the State of New York shall secure any Commitments, Revolving Loans or Revolving Exposure. (b) Subject to the terms, limitations and exceptions set forth in the applicable lawCollateral Documents and this Section 5.14(b), each Borrower and each Loan Party will cause each Designated Subsidiary formed all of its owned property (whether real, personal, tangible, intangible, or acquired after mixed but excluding Excluded Assets and any real property that is not Material Real Property) to be subject at all times to perfected Liens in favor of the date Administrative Agent for the benefit of this Agreement or that becomes a Designated Subsidiary after the Effective Date Secured Parties to secure the Secured Obligations in accordance with the terms and conditions of this Agreement within 30 days (the Collateral Documents on a first priority basis, subject in each caseany case to Liens permitted by Section 6.02. Without limiting the generality of the foregoing, as such time may be extended and subject to the terms, limitations and exceptions set forth in the Administrative Agent’s sole discretionapplicable Collateral Documents, the Company (i) will cause the Applicable Pledge Percentage of the issued and outstanding Equity Interests of each Pledge Subsidiary directly owned by the Company or any other Loan Party (other than Excluded Assets) to become a Borrower (excluding, for the avoidance of doubt, any Foreign Subsidiary) or a Guarantor pursuant be subject at all times to a Joinder Agreement first priority perfected (subject in any case to Liens permitted by Section 6.02) Lien in favor of the Administrative Agent to secure the Secured Obligations in accordance with the terms and take all such further actions (including the filing and recording conditions of financing statements and other documents) that are required under the Collateral Documents or this Agreement to cause such other pledge and security documents as the Collateral and Guaranty Requirement to be satisfied with respect to such Designated Subsidiary. Upon execution and delivery thereof, each such Person (i) Administrative Agent shall automatically become a Borrower or Guarantor, as applicable hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents reasonably request and (ii) will grant Liens deliver Mortgages and Mortgage Instruments with respect to Material Real Property owned by the Company or such Loan Party to the extent, and within such time period as is, reasonably required by the Administrative Agent. Notwithstanding anything to the contrary in this Section 5.14, (i) no such Mortgage or Mortgage Instruments are required to be delivered hereunder until the date that is ninety (90) days (or such later date as may be agreed upon by the Administrative Agent in its reasonable discretion) after (A) the Effective Date, with respect to Material Real Property owned by the Company or any other Loan Party on the Effective Date or (B) the date of acquisition thereof, with respect to Material Real Property acquired by the Company or any other Loan Party after the Effective Date and (ii) no foreign pledge documentation in respect of the pledge of Equity Interests of a Pledge Subsidiary that is a Material Foreign Subsidiary shall be required hereunder (A) until the date that is ninety (90) 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, (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 Administrative Agent Secured Parties pursuant to legally valid, binding and enforceable pledge agreements, and (C) to the applicable Secured Parties, extent the Company reasonably determines in its good faith judgment that such pledge would result in a material adverse tax consequence to the Company or any property of such Loan Party which constitutes Collateral, under the applicable Security AgreementSubsidiary. (c) If, at any time after the Effective Date any Subsidiary of the Company that is not a Loan Party shall become party to a guaranty of, or gxxxx x Xxxx on any assets to secure, the Term Loans/Notes Obligations, any Subordinated Indebtedness or any other Material Indebtedness of a Loan Party, the Company shall promptly notify the Administrative Agent thereof and, within ten (10) 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) and (b) The (but without giving effect to the 30-day grace periods provided therein). (d) Without limiting the foregoing, each Loan Parties Party will, and will cause each Subsidiary to, execute any and all further deliver, or cause to be executed and delivered, to the Administrative Agent such documents, financing statements, agreements and instruments, and take all 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) 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 Administrative Agent may, from time to time, reasonably request, request to cause carry out the Collateral terms and Guaranty Requirement conditions of this Agreement and the other Loan Documents and to be and remain satisfied at all times. The Loan Parties also agree to provide to the Administrative Agent, from time to time upon reasonable request, evidence reasonably satisfactory to the Administrative Agent as to the ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents. For , subject to the avoidance terms, limitations, and exceptions set forth herein or in any Collateral Document, all at the expense of doubt, until an opinion of local counselthe Loan Parties, in form and substance satisfactory each case to the extent required by, and subject to the limitations and exceptions of, this Agreement and the other Loan Documents. (e) If any material assets (other than Excluded Assets or other assets not required to be Collateral) are acquired by any Loan Party after the Effective Date (other than assets constituting Collateral under the applicable Collateral Documents that become subject to the Lien granted by the Loan Parties in favor of the Administrative AgentAgent in support of all of the Secured Obligations upon acquisition thereof), is received the Borrower Representative will promptly (i) notify the Administrative Agent thereof and, if requested by the Administrative Agent or the Required Lenders, cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) take such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, subject to clause (f) of this Section, all at the expense of the Loan Parties, subject, however, to the terms, limitations and exceptions set forth herein or in any Collateral Document; provided that with respect to any Material Real Property acquired by the Company or any other Loan Party organized after the Effective Date (including in Puerto Ricoconnection with a Permitted Acquisition), which property would not be automatically subject to any other Lien pursuant to an existing Collateral Document, no Mortgage or Mortgage Instrument shall be required to be delivered hereunder prior to the date that is one hundred twenty (120) days after the acquisition thereof as determined by the Borrower Representative (acting reasonably in good faith) (or such later date as may be agreed upon by the Administrative Agent in its reasonable discretion). (f) Notwithstanding the foregoing, the assets parties hereto acknowledge and agree that (i) in circumstances where the Administrative Agent reasonably determines that the cost or effort of obtaining or perfecting a security interest in any asset that constitutes Collateral is excessive in relation to the benefit afforded to the Secured Parties thereby, the Administrative Agent may exclude such Puerto Rican Collateral from the creation and perfection requirements set forth in this Agreement and the other Loan Party shall Documents and (ii) the Administrative Agent may grant extensions of time for the creation or perfection of Liens in particular property (including extensions of time beyond the Effective Date) where it determines that such creation or perfection cannot be eligible for inclusion in accomplished without undue effort or expense by the Borrowing Basetime or times at which it would otherwise be required by this Agreement or any other Loan Document.

Additional Collateral; Further Assurances. Until all the Liabilities are paid in full: (a) Subject to applicable requirements of law, each Borrower and each Loan Note Party will cause each Designated of its Subsidiaries (other than any Immaterial Subsidiary or Excluded Subsidiary, other than as set forth in clauses (f) or (g), as applicable) formed or acquired after the date of this Agreement or that becomes a Designated Subsidiary after the Effective Closing Date in accordance with the terms of this Agreement within 30 sixty (60) days (or such longer period approved by the Collateral Agent (at the direction of the Required Purchasers) in each case, as writing) after such time may be extended in the Administrative Agent’s sole discretion) formation or acquisition to become a Borrower Note Party by executing a joinder agreement (excludingor such other documents performing similar functions as may be required by the Collateral Agent (at the direction of the Required Purchasers)); provided, for that the avoidance Subsidiary is not a Sanctioned Person and such Subsidiary becoming a Note Party shall not cause a violation of doubt, Sanctions by any Foreign Subsidiary) or a Guarantor pursuant to a Joinder Agreement and take all such further actions Person (including KLIM). In connection therewith, the filing Collateral Agent and recording of financing statements the Purchasers shall have received all documentation and other documents) that are required under information regarding such newly formed or acquired Subsidiaries as may be reasonably requested by KLIM or the Collateral Documents or this Agreement to cause the Collateral and Guaranty Requirement to be satisfied Agent with respect to such Designated Subsidiary“know your customer” and Anti-Money Laundering Laws and Sanctions, including the PATRIOT Act (including a completed OFAC questionnaire and, if the Company qualifies as a “legal entity customer” under the Beneficial Ownership Regulations, a Beneficial Ownership Certification with respect to the Company). Upon execution and delivery thereof, and upon execution and delivery of a joinder agreement to the Subsidiary Guarantee, each such Person (i) shall automatically become a Borrower or Guarantor, as applicable Subsidiary Guarantor hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Transaction Documents and (ii) will grant Liens to secure the Administrative Agent, for the benefit of the Administrative Agent and the applicable Secured Parties, Notes in any property of such Loan Note Party which constitutes Collateral, under the applicable Security Agreement. (b) The Loan Parties Each Note Party will execute any and all further deliver, or cause to be executed and delivered, to the Collateral Agent and the Purchasers such documents, financing statements, agreements and instruments, and will take all 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) documents and such other actions or deliveries of the type required by the Transaction Documents, as applicable), which may be required by any Requirement requirement of Law law or which the Administrative Collateral Agent (at the direction of the Required Purchasers) may, from time to time, reasonably request, request to cause carry out the Collateral terms and Guaranty Requirement conditions of this Agreement and the other Transaction Documents and to be and remain satisfied at all times. The Loan Parties also agree to provide to the Administrative Agent, from time to time upon reasonable request, evidence reasonably satisfactory to the Administrative Agent as to the ensure perfection and priority of the Liens created or intended to be created by and in accordance with the Security Agreement, all at the expense of the Note Parties. (c) With respect to all owned Real Estate Assets with a fee interest in real estate with a fair market value greater than $5,000,000 owned by a Note Party that is acquired after the Closing Date, the applicable Note Party shall within ninety (90) days thereafter (or such later date as approved by the Collateral Documents. For Agent (at the avoidance direction of doubtthe Required Purchasers), until deliver each of the following, in form and substance reasonably satisfactory to the Collateral Agent and the Required Purchasers: (i) a mortgage on such property; (ii) evidence that a counterpart of the mortgage has been recorded in the place necessary, in the Collateral Agent’s (at the direction of the Required Purchasers) reasonable judgment, to create a valid and enforceable Lien in favor of the Collateral Agent; (iii) ALTA or other mortgagee’s title policy; (iv) an ALTA survey prepared and certified to the Collateral Agent by a surveyor reasonably acceptable to the Collateral Agent (at the direction of the Required Purchasers); (v) an opinion of local counselcounsel in the state in which such Real Estate Asset is located in form and substance and from counsel reasonably satisfactory to the Collateral Agent and the Required Purchasers; (vi) if any such parcel of Real Estate Asset is determined by the Purchasers to be in a flood zone, a flood notification form signed by the Company and evidence that flood insurance is in place for the building and contents, all in form and substance satisfactory to the Administrative Required Purchasers; and (vii) such other information, documentation, and certifications as may be reasonably required by the Collateral Agent (at the direction of the Required Purchasers). (d) If any material assets are acquired by any Note Party after the Closing Date (other than assets constituting Collateral under the Security Agreement that become subject to the Liens under the Security Agreement upon acquisition thereof), the Company will (i) notify each Purchaser and the Collateral Agent, is received and, if requested by the Administrative Collateral Agent (at the direction of the Required Purchasers), cause such assets to be subjected to a Lien securing the Obligations and (ii) take, and cause each applicable Note Party to take, such actions as shall be necessary or reasonably requested by the Collateral Agent (at the direction of the Required Purchasers) to grant and perfect such Liens created by and in accordance with the Security Agreement, all at the expense of the Note Parties. (e) The Note Parties shall, from time to time execute and deliver, or cause to be executed and delivered, such additional instruments, certificates or documents, and take such actions, as the Collateral Agent and/or the Required Purchasers may reasonably request for the purposes of implementing or effectuating the provisions of this Agreement and the other Transaction Documents. (f) In the event that any Immaterial Subsidiary later ceases to be an Immaterial Subsidiary, or in the event that Subsidiaries designated as Immaterial Subsidiaries at any time, in the aggregate, either (i) own or hold assets, when combined with the assets of all other Immaterial Subsidiaries that are not Note Parties, exceeding five percent (5.0%) of the consolidated total assets of the Company and its Subsidiaries or (ii) account for revenue, when combined with the revenue of all other Immaterial Subsidiaries that are not Note Parties, exceeding ten percent (10.0%) of the revenue of the Company and its Subsidiaries, in either case, as of the end of or for the fiscal quarter most recently ended for which financial statements have been, or are required to have been, disclosed in the SEC Reports and pursuant to Section 4.14, such Subsidiary shall no longer be an Immaterial Subsidiary and Company shall comply, or shall cause its Subsidiaries to comply, with Section 4.18 with respect to such Subsidiary such that, after such designation and compliance, the Loan Party organized Subsidiaries designated by the Company as Immaterial Subsidiaries, in Puerto Ricothe aggregate (i) do not hold assets, when combined with the assets of such Puerto Rican Loan Party shall all other Immaterial Subsidiaries that are not be eligible Note Parties, in excess of five percent (5.0%) of the consolidated total assets of the Company and its Subsidiaries and (ii) do not account for inclusion revenue, when combined with the revenue of all other Immaterial Subsidiaries that are not Note Parties, in excess of ten percent (10.0%) of the revenue of the Company and its Subsidiaries, in each case, as of the end of or for the fiscal quarter most recently ended for which financial statements have been, or are required to have been, disclosed in the Borrowing BaseSEC Reports and pursuant to Section 4.14. (g) In the event that an Excluded Subsidiary becomes a wholly-owned Subsidiary and at any time thereafter is not an Immaterial Subsidiary, the Company shall cause such Excluded Subsidiary to become party to the Security Agreement and otherwise comply with this Section 4.18 with respect to thereto.

Additional Collateral; Further Assurances. (a) Subject to applicable lawRequirements of Law, each Borrower and each Loan Party will shall cause each Designated Subsidiary of its domestic Significant Subsidiaries 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 Borrower (excluding, for by executing the avoidance of doubt, any Foreign Subsidiary) or a Guarantor pursuant to a Joinder Agreement and take all such further actions set forth as Exhibit E hereto (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“Joinder Agreement”). Upon execution and delivery thereofof a Joinder Agreement, each such Person (i) shall automatically become a Borrower or Guarantor, as applicable and 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 Administrative Agent, Agent (for the benefit of the Administrative Agent and the applicable Secured Parties, Holders) in any property of such Loan Party Borrower which constitutes Collateral. Notwithstanding the foregoing, if a Subsidiary is acquired through a Permitted Acquisition such Subsidiary shall not be required to become a Borrower under this Agreement so long as the applicable Security Company delivers notice to the Administrative Agent prior to the Permitted Acquisition that such acquired Subsidiary would not become a Borrower under this Agreement; provided, that each Subsidiary so acquired that does not become a Borrower shall not be included in the calculation of the Fixed Charge Coverage Ratio for any period if such Subsidiary, together with all other Subsidiaries that are not Borrowers, account for greater than 15% of the consolidated EBITDA of the Company and its Subsidiaries for such period. (b) The Loan Parties Without limiting the foregoing, each Borrower will execute any and all further deliver, or cause to be executed and delivered, to the Administrative Agent such documents, financing statements, agreements and instruments, and will take all or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, ) and other documents) 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 Administrative Agent may, from time to time, reasonably request, request to cause carry out the Collateral terms and Guaranty Requirement conditions of this Agreement and the other Loan Documents and to be and remain satisfied at all times. The Loan Parties also agree to provide to the Administrative Agent, from time to time upon reasonable request, evidence reasonably satisfactory to the Administrative Agent as to the ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents. For , all at the avoidance expense of doubtthe Borrowers. (c) Within 30 days after the Effective Date, until an opinion of local counsel, in form and substance satisfactory to the Administrative Agent, is received by the Administrative Agent shall have received Deposit Account Control Agreements and Lock Box Agreements to the extent required by Section 4.10 of the Security Agreement with respect to any such Deposit Account or Lock Box that is not subject to a Deposit Account Control Agreement or Lock Box Agreement, as applicable, as of the Loan Party organized in Puerto Rico, the assets of such Puerto Rican Loan Party shall not be eligible for inclusion in the Borrowing BaseEffective Date.

Additional Collateral; Further Assurances. (ai) Subject With respect to applicable lawany Property (to the extent included in the definition of Collateral) acquired after the Closing Date by any Obligor (other than any property described in paragraph (ii) or (iii) below) as to which the Lender does not have a perfected Lien, each Borrower promptly (and each Loan Party will cause each Designated in any event within five (5) Business Days, or such longer period as the Lender may agree) (i) execute and deliver to the Lender such amendments or supplements to the Security Agreement or such other Security Documents as the Lender reasonably deems necessary or advisable to grant to the Lender a security interest in such property and (ii) take all actions necessary or advisable to grant to the Lender a perfected first priority Lien in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may be requested by the Lender. (ii) With respect to any fee interest in any Real Estate acquired after the Closing Date by any Obligor, within 30 days of such acquisition (i) execute and deliver a first priority Mortgage in favor of the Lender, covering such Real Estate, (ii) if reasonably requested by the Lender, provide the Lender with the Related Real Estate Documents and (iii) if reasonably requested by the Lender, deliver to the Lender legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Lender. (iii) With respect to any new Subsidiary formed created or acquired after the date Closing Date by any Obligor, within 10 days of this such creation or acquisition (i) execute and deliver to the Lender such amendments to the Security Agreement and Guaranty Agreement as the Lender reasonably deems necessary or advisable to grant to the Lender a perfected first priority Lien in Equity Interests of such new Subsidiary that becomes a Designated Subsidiary after is owned by any Obligors, (ii) deliver to the Effective Date in accordance with the terms of this Agreement within 30 days (in each case, Lender such documents and instruments as such time may be extended required to grant, perfect, protect and ensure the priority of such security interest, including but not limited to, the certificates representing such Equity Interest, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Administrative Agent’s sole discretionrelevant Obligor and (iii) cause such new Subsidiary (a) to become a Borrower (excluding, for party to the avoidance of doubt, any Foreign Subsidiary) or a Guarantor pursuant to a Joinder Security Agreement and a Guaranty Agreement, (b) to take all such further actions (including necessary or advisable to grant to the filing and recording of financing statements and other documents) that are required under Lender a perfected first priority Lien in the Collateral Documents or this Agreement to cause described in the Collateral and Guaranty Requirement to be satisfied Security Agreement, with respect to such Designated new Subsidiary. Upon execution and delivery thereof, each such Person (i) shall automatically become a Borrower or 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 Administrative Agent, for the benefit of the Administrative Agent and the applicable Secured Parties, in any property of such Loan Party which constitutes Collateral, under the applicable Security Agreement. (b) The Loan Parties will execute any and all further documents, financing statements, agreements and instruments, and take all such further actions (including the filing and recording of Uniform Commercial Code financing statements, fixture filings, and other documents) which statements in such jurisdictions as may be required by any Requirement of Law the Security Agreement or which by law or as may be requested by the Administrative Agent may, from time Lender and (c) to time, reasonably request, to cause the Collateral and Guaranty Requirement to be and remain satisfied at all times. The Loan Parties also agree to provide deliver to the Administrative AgentLender a certificate of such Subsidiary, from time to time upon reasonable request, evidence in a form reasonably satisfactory to the Administrative Agent as to the perfection Lender, with appropriate resolutions, incumbency and priority of the Liens created or intended to be created such Subsidiary’s Governing Documents. (iv) If reasonably requested by the Lender, each Obligor shall use commercially reasonable efforts (which shall not require any Obligor to agree to any modification to any lease or to payment of any fees other than the landlord’s legal or out-of- pocket costs in connection with negotiating the landlord’s agreement or bailee letter) to obtain a landlord’s agreement or bailee letter, as applicable, from the lessor of each leased property or bailee with respect to any warehouse, processor or converter facility or other location where Collateral Documents. For with a book value in excess of $50,000 is stored or located in the avoidance United States, which agreement or letter shall contain a waiver or subordination of doubtall Liens or claims that the landlord or bailee may assert against the Collateral at that location, until an opinion of local counsel, and shall otherwise be reasonably satisfactory in form and substance satisfactory to the Administrative Agent, is received by the Administrative Agent with respect Lender. (v) Subject to the Loan Party organized in Puerto Rico, the assets of such Puerto Rican Loan Party shall not be eligible for inclusion limitations on perfection set forth herein and in the Borrowing Baseother Loan Documents, execute any further instruments and take such further action as the Lender reasonably deems necessary to perfect, protect, ensure the priority of or continue the Lender’s first priority Lien on the Collateral or to effect the purposes of this Agreement.

Additional Collateral; Further Assurances. (a) Subject The Issuer agrees that immediately upon becoming the beneficial owner of any additional Collateral, it will pledge and deliver to applicable law, each Borrower and each Loan Party will cause each 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 Borrower (excluding, for the avoidance of doubt, any Foreign Subsidiary) or a Guarantor pursuant to a Joinder Agreement 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 Borrower or 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 Administrative Agent, Agent for the benefit of the Administrative Agent Trustee and the applicable equal and ratable benefit of the Holders of the Secured PartiesNotes, the certificates, instruments and documents, if any, representing such Collateral (as well as duly executed instruments of transfer or assignment in any property blank), and grant to the Collateral Agent for the benefit of the Trustee and the equal and ratable benefit of the Holders of the Secured Notes pursuant to appropriate and necessary Security Agreements, a continuing first priority security interest in and Lien on such Loan Party which constitutes other Collateral, under the applicable Security Agreement. (b) The Loan Parties will execute any all in form and all further documents, financing statements, agreements and instruments, and take all such further actions (including the filing and recording of financing statements, fixture filings, and other documents) which may be required by any Requirement of Law or which the Administrative Agent may, from time to time, reasonably request, to cause the Collateral and Guaranty Requirement to be and remain satisfied at all times. The Loan Parties also agree to provide to the Administrative Agent, from time to time upon reasonable request, evidence substance reasonably satisfactory to the Administrative Agent as Trustee. The Issuer shall also promptly (and in any event within five Business Days after receipt thereof), subject to its compliance with the requirements of applicable law, deliver to the perfection Collateral Agent any other documents of title, promissory notes, certificates or instruments representing Collateral which it holds. The Issuer further agrees that it will promptly (and priority of in any event within five Business Days after such acquisition) deliver to the Liens created or intended to be created Collateral Agent and the Trustee an amendment, duly executed by the Collateral Documents. For the avoidance of doubt, until an opinion of local counselIssuer, in substantially the form and substance satisfactory to the Administrative Agentof SCHEDULE E hereto (an "Additional Collateral Amendment"), is received by the Administrative Agent with respect to the Loan Party organized additional Collateral that is to be pledged pursuant to this Agreement. The Issuer hereby authorizes the Collateral Agent and the Trustee to attach each Additional Collateral Amendment to this Agreement and agrees that any notes, instruments or other forms of Investment or other property or assets listed on any Additional Collateral Amendment delivered to the Collateral Agent or the Trustee and all proceeds thereof shall for all purposes hereunder be considered Collateral. The Issuer will promptly (i) execute and deliver, cause to be executed and filed, or use its best efforts to give any notices, in Puerto Ricoall appropriate jurisdictions (including foreign jurisdictions) or procure any financing statements, including continuation statements, assignments, pledges or other documents, (ii) xxxx any chattel paper constituting Collateral and deliver any certificates, chattel paper or instruments constituting Collateral to the assets of Collateral Agent or the Trustee, (iii) execute and deliver or cause to be executed and delivered all assignments, instruments and other documents, and (iv) take any other actions, in each such Puerto Rican Loan Party shall not be eligible for inclusion case as necessary or, in the Borrowing Basereasonable opinion of the Collateral Agent or the Trustee, desirable to perfect or continue the perfection and the priority of the Collateral Agent's security interest and Liens in the Collateral, to protect the Collateral against the rights, claims, or interests of third Persons other than holders of Permitted Liens or to effect the purposes of this Agreement. The Issuer also hereby authorizes the Collateral Agent to file any financing or continuation statements with respect to the Collateral necessary or, in its reasonable opinion desirable, to perfect or continue the perfection or priority of the Collateral Agent's Lien hereunder without the signature of the Issuer to the extent permitted by applicable law.

Additional Collateral; Further Assurances. (a) Subject to applicable law, each Each Borrower and each Subsidiary that is a Loan Party will cause each Designated Subsidiary of its Domestic Subsidiaries that is not a FSHCO 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 and Dairyland HP at such time that Dairyland HP no longer constitutes an Excluded Subsidiary to become a Loan Party by executing a Joinder Agreement within 30 thirty (30) days (or such later date as may from time to time be approved by the Administrative Agent in each caseits reasonable discretion, but in no event later than the date such Domestic Subsidiary becomes an issuer or guarantor under or in respect of the Term Loan Agreement) of such formation, acquisition or disqualification as an Excluded Subsidiary (to the extent such time may Domestic Subsidiary remains in existence as of such thirtieth day), such Joinder Agreement to be extended accompanied by appropriate corporate resolutions, other corporate organizational and authorization documentation and legal opinions in form and substance reasonably satisfactory to the Administrative Agent’s sole discretion) to become a Borrower (excluding, for the avoidance of doubt, any Foreign Subsidiary) or a Guarantor pursuant to a Joinder Agreement 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 Borrower or Guarantor, as applicable Loan Guarantor 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 Administrative Agent, for the benefit of the Administrative Agent and the applicable other Secured Parties, in any property of such Loan Party which constitutes Collateral, under including any real property owned by any Loan Party (other than Excluded Assets). Nothing in this Section 5.14 shall be construed as a consent to form or acquire any Subsidiary after the applicable Security AgreementEffective Date that is not otherwise expressly permitted herein. Notwithstanding anything herein to the contrary, no Foreign Subsidiary of any Loan Party and no FSHCO shall be required to become a Loan Party. (b) The Without limiting the generality of the foregoing, each Borrower and each Subsidiary that is a Loan Party will cause (i) 100% of the issued and outstanding non-voting Equity Interests and (ii) the Applicable Pledge Percentage of the issued and outstanding Equity Interests of each Pledge 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 Secured Obligations in accordance with the terms and conditions of the Collateral Documents or such other security documents as the 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 any and all further deliver, or cause to be executed and delivered, to the Administrative Agent such documents, financing statements, agreements and instruments, and will take all or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, statements and other documents) 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 Administrative Agent may, from time to time, reasonably request, request to cause carry out the Collateral terms and Guaranty Requirement conditions of this Agreement and the other Loan Documents and to be and remain satisfied at all times. The Loan Parties also agree to provide to the Administrative Agent, from time to time upon reasonable request, evidence reasonably satisfactory to the Administrative Agent as to the ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents. For the avoidance of doubt, until an opinion of local counsel, all in form and substance reasonably satisfactory to the Administrative AgentAgent and all at the expense of the Loan Parties. (d) If any material assets are acquired by any Loan Party after the Effective Date (other than Excluded Assets or assets constituting Collateral under the Security Agreement that become subject to the Lien under the Security Agreement upon the acquisition thereof), the Borrower Representative will take, and cause each Subsidiary that is received a Loan Party to take, such actions as shall be necessary or reasonably requested by the 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) If, at any time after the Effective Date any Subsidiary of Holdings that is not a Loan Party shall become party to a guaranty of, or xxxxx x Xxxx on any assets (other than Excluded Assets) to secure, the Term Loan Obligations, any Subordinated Indebtedness or any other Material Indebtedness of Holdings or a Domestic Subsidiary, the Borrower Representative shall promptly notify the Administrative Agent thereof and, within ten (10) 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) and (b) (but without giving effect to the 30-day grace periods provided therein). (f) Notwithstanding anything to the contrary in this Agreement or any other Loan Document, (x) the Administrative Agent may grant extensions of time for, or waive the requirements to obtain, the creation or perfection of security interests in, or the obtaining of title insurance and surveys with respect to, particular assets (including extensions beyond the Effective Date for the perfection of security interests in the assets of the Loan Parties on such date) where it reasonably determines, in consultation with the Borrowers, that the cost, burden or consequence (including adverse Tax consequences) thereof is excessive in relation to the practical benefit afforded to the Secured Parties thereby; and (y) Liens required to be granted from time to time pursuant to the Collateral Documents shall be subject to exceptions and limitations set forth in the Collateral Documents and, to the extent appropriate in the applicable jurisdictions, as otherwise agreed between the Administrative Agent and the Borrowers. (g) No later than forty-five (45) days following the Effective Date (or such later date as the Administrative Agent may agree to in its reasonable discretion), the Administrative Agent shall have received an Acceptable Inventory Appraisal and an Acceptable Field Examination shall have been completed. (h) Within thirty (30) days following the Effective Date (or such later date as the Administrative Agent agrees to in its sole discretion), the Loan Parties shall deliver to the Administrative Agent certificates of insurance listing the Administrative Agent as (x) lender loss payee for the property casualty insurance policies of the Loan Parties, together with long-form lender loss payable endorsements, as appropriate and (y) additional insured with respect to the liability insurance of the Loan Party organized Parties, together with additional insured endorsements. Notwithstanding anything to the contrary herein or in Puerto Ricoany Loan Documents, the assets such certificates of such Puerto Rican Loan Party insurance and endorsements shall not be eligible for inclusion required to be delivered until the date that is thirty (30) days following the Effective Date (or such later date as the Administrative Agent agrees to in the Borrowing Baseits sole discretion).

Additional Collateral; Further Assurances. (a) Subject to applicable law, each Each Borrower and each Subsidiary that is a Loan Party will cause each Designated Subsidiary of its Domestic Subsidiaries that is not a FSHCO 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 and any Excluded Subsidiary at such time that it no longer constitutes an Excluded Subsidiary to become a Loan Party by executing a Joinder Agreement within 30 thirty (30) days (or such later date as may from time to time be approved by the Administrative Agent in each caseits reasonable discretion, but in no event later than the date such Domestic Subsidiary becomes an issuer or guarantor under or in respect of the Term Loan Agreement) of such formation, acquisition or disqualification as an Excluded Subsidiary (to the extent such time may Domestic Subsidiary remains in existence as of such thirtieth day), such Joinder Agreement to be extended accompanied by appropriate corporate resolutions, other corporate organizational and authorization documentation and legal opinions in form and substance reasonably satisfactory to the Administrative Agent’s sole discretion) to become a Borrower (excluding, for the avoidance of doubt, any Foreign Subsidiary) or a Guarantor pursuant to a Joinder Agreement 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 Borrower or Guarantor, as applicable Loan Guarantor 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 Administrative Agent, for the benefit of the Administrative Agent and the applicable other Secured Parties, in any property of such Loan Party which constitutes Collateral, under including any real property owned by any Loan Party (other than Excluded Assets). Nothing in this Section 5.14 shall be construed as a consent to form or acquire any Subsidiary after the applicable Security AgreementEffective Date that is not otherwise expressly permitted herein. Notwithstanding anything herein to the contrary, no Foreign Subsidiary of any Loan Party and no FSHCO shall be required to become a Loan Party. (b) The Without limiting the generality of the foregoing, each Borrower and each Subsidiary that is a Loan Party will cause (i) 100% of the issued and outstanding non-voting Equity Interests and (ii) the Applicable Pledge Percentage of the issued and outstanding voting Equity Interests of each Pledge 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 Secured Obligations in accordance with the terms and conditions of the Collateral Documents or such other security documents as the 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 any and all further deliver, or cause to be executed and delivered, to the Administrative Agent such documents, financing statements, agreements and instruments, and will take all or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, statements and other documents) 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 Administrative Agent may, from time to time, reasonably request, request to cause carry out the Collateral terms and Guaranty Requirement conditions of this Agreement and the other Loan Documents and to be and remain satisfied at all times. The Loan Parties also agree to provide to the Administrative Agent, from time to time upon reasonable request, evidence reasonably satisfactory to the Administrative Agent as to the ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents. For the avoidance of doubt, until an opinion of local counsel, all in form and substance reasonably satisfactory to the Administrative AgentAgent and all at the expense of the Loan Parties. (d) If any material assets are acquired by any Loan Party after the Effective Date (other than Excluded Assets or assets constituting Collateral under the Security Agreement that become subject to the Lien under the Security Agreement upon the acquisition thereof), the Borrower Representative will take, and cause each Subsidiary that is received a Loan Party to take, such actions as shall be necessary or reasonably requested by the 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) If, at any time after the Effective Date any Subsidiary of Holdings that is not a Loan Party shall become party to a guaranty of, or xxxxx x Xxxx on any assets (other than Excluded Assets) to secure, the Term Loan Obligations, any Subordinated Indebtedness or any other Material Indebtedness of Holdings or a Domestic Subsidiary, the Borrower Representative shall promptly notify the Administrative Agent thereof and, within ten (10) 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) and (b) (but without giving effect to the 30-day grace periods provided therein). (f) Notwithstanding anything to the contrary in this Agreement or any other Loan Document, (x) the Administrative Agent may grant extensions of time for, or waive the requirements to obtain, the creation or perfection of security interests in, or the obtaining of title insurance and surveys with respect to, particular assets (including extensions beyond the Effective Date for the perfection of security interests in the assets of the Loan Parties on such date) where it reasonably determines, in consultation with the Borrowers, that the cost, burden or consequence (including adverse Tax consequences) thereof is excessive in relation to the practical benefit afforded to the Secured Parties thereby; and (y) Liens required to be granted from time to time pursuant to the Collateral Documents shall be subject to exceptions and limitations set forth in the Collateral Documents and, to the extent appropriate in the applicable jurisdictions, as otherwise agreed between the Administrative Agent and the Borrowers. (g) Within thirty (30) days following the Effective Date (or such later date as the Administrative Agent agrees to in its sole discretion), the Loan Parties shall deliver to the Administrative Agent certificates of insurance listing the Administrative Agent as (x) lender loss payee for the property casualty insurance policies of the Loan Parties, together with long-form lender loss payable endorsements, as appropriate and (y) additional insured with respect to the liability insurance of the Loan Party organized Parties, together with additional insured endorsements. Notwithstanding anything to the contrary herein or in Puerto Ricoany Loan Documents, the assets such certificates of such Puerto Rican Loan Party insurance and endorsements shall not be eligible for inclusion required to be delivered until the date that is thirty (30) days following the Effective Date (or such later date as the Administrative Agent agrees to in the Borrowing Baseits sole discretion).

Additional Collateral; Further Assurances. (a) Subject to applicable lawAt Lender’s request, each Borrower and each Loan Party will shall cause each Designated Subsidiary of its domestic Subsidiaries formed or acquired before or after the date of this Agreement or that becomes to execute a Designated Subsidiary after the Effective Date in accordance with the terms guaranty of Borrower’s obligations under this Agreement within 30 days (in each case, as such time may be extended in the Administrative Agent’s sole discretion) to become a Borrower (excluding, for the avoidance of doubt, any Foreign Subsidiary) or a Guarantor pursuant to a Joinder Agreement 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 Borrower or 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 Administrative Agent, for the benefit of the Administrative Agent and the applicable Secured Parties, in any property of such Loan Party which constitutes Collateral, under the applicable Security Agreement. (b) The Borrower will cause 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 Lender pursuant to the terms and conditions of the Loan Parties Documents or other security documents as Lender shall reasonably request. (c) Without limiting the foregoing, Borrower will, and will cause each Subsidiary to, execute any and all further deliver, or cause to be executed and delivered, to Lender such documents, financing statements, agreements and instruments, and will take all 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) 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 Administrative Agent Lender may, from time to time, reasonably request, request to cause carry out the Collateral terms and Guaranty Requirement conditions of this Agreement and the other Loan Documents and to be and remain satisfied at all times. The Loan Parties also agree to provide to the Administrative Agent, from time to time upon reasonable request, evidence reasonably satisfactory to the Administrative Agent as to the ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents. For , all at the avoidance expense of doubt, until an opinion of local counsel, in form and substance satisfactory Borrower. (d) If any material assets (including any real property or improvements thereto or any interest therein) are acquired by Borrower or any Subsidiary after the Effective Date (other than assets constituting Collateral under the Security Agreement that become subject to the Administrative AgentLien in favor of the Security Agreement upon acquisition thereof), is received Borrower will notify Lender, and, if requested by Lender, Borrower will cause such assets to be subjected to a Lien securing the Administrative Agent with respect Secured Obligations and will take, and cause its Subsidiary to take, such actions as shall be necessary or reasonably requested by Lender to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the Loan Party organized in Puerto Rico, the assets expense of such Puerto Rican Loan Party shall not be eligible for inclusion in the Borrowing BaseBorrower.

Additional Collateral; Further Assurances. (a) Subject The Leasing Company agrees that immediately upon becoming the beneficial owner of any additional Telecommunications Asset Agreement and proceeds of Asset Sales of Telecommunications Assets subject to applicable law, each Borrower and each Loan Party will cause each 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 Borrower (excluding, for the avoidance of doubtTelecommunications Asset Agreement, any Foreign Subsidiary) Qualified Investments constituting Collateral or a Guarantor pursuant Intercompany Notes constituting Collateral, it will pledge and deliver to a Joinder Agreement 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 Borrower or 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 Administrative Agent, Agent for the benefit of the Administrative Agent Senior Note Trustee and the applicable Secured Partiesequal and ratable benefit of the Holders of the Senior Notes and for the benefit of the Convertible Note Trustee and the equal and ratable benefit of the Holders of the Convertible Notes, the certificates, instruments and documents representing such proceeds of Asset Sales of Telecommunications Assets subject to a Telecommunications Asset Agreement, such Qualified Investments and such Intercompany Notes (as well as duly executed instruments of transfer or assignment in any property of such Loan Party which constitutes Collateral, under the applicable Security Agreement. (b) The Loan Parties will execute any and all further documents, financing statements, agreements and instrumentsblank), and take all such further actions (including the filing and recording of financing statements, fixture filings, and other documents) which may be required by any Requirement of Law or which the Administrative Agent may, from time grant to time, reasonably request, to cause the Collateral and Guaranty Requirement to be and remain satisfied at all times. The Loan Parties also agree to provide to Agent for the Administrative Agent, from time to time upon reasonable request, evidence reasonably satisfactory to the Administrative Agent as to the perfection and priority benefit of the Liens created or intended Senior Note Trustee and the equal and ratable benefit of the Holders of the Senior Notes and for the benefit of the Convertible Note Trustee and for the equal and ratable benefit of the Holders of the Convertible Notes pursuant to be created by the appropriate and necessary Senior Note Collateral Documents. For the avoidance , a continuing first priority security interest in and Liens on such proceeds of doubtTelecommunications Assets, until an opinion of local counselsuch Qualified Investments or such Intercompany Notes, all in form and substance satisfactory to the Administrative AgentCollateral Agent and the Trustees. The Leasing Company shall also promptly (and in any event within five (5) Business Days after receipt thereof), is received subject to its compliance with the requirements of applicable law, deliver to the Collateral Agent any other documents of title, promissory notes, certificates or instruments representing Collateral which it holds. The Leasing Company further agrees that it will promptly (and in any event within 5 Business Days after such acquisition) deliver to the Collateral Agent and the Trustees an amendment, duly executed by the Administrative Agent Leasing Company, in substantially the form of Schedule I hereto (an "Additional Collateral Amendment"), with respect to the Loan Party organized additional Collateral that is to be pledged pursuant to this Security Agreement. The Leasing Company hereby authorizes the Collateral Agent and the Trustees to attach each Additional Collateral Amendment to this Security Agreement and agrees that any stock, notes or other forms of Investment listed on any Additional Collateral Amendment delivered to the Collateral Agent or the Trustees shall for all purposes hereunder be considered Collateral. The Leasing Company will, promptly upon request by the Trustee, (i) execute and deliver, cause to be executed and filed, or use its best efforts to give any notices, in Puerto Ricoall appropriate jurisdictions (including Canada, Cyprus, the assets of such Puerto Rican Loan Party shall not Russian Federation and Kazakstan) or procure any financing statements, assignments, pledges or other documents, all in form and substance satisfactory to the Collateral Agent and the Trustee, (ii) mark xxx chattel paper constituting Collateral, and deliver any certificates, chattel paper or instruments constituting Collateral to the Collateral Agent or the Trustees, (iii) execute and deliver or cause to be eligible for inclusion executed and delivered all stock powers, proxies, assignments, instruments and other documents, all in form and substance satisfactory to the Collateral Agent and the Trustee, and (iv) take any other actions that are necessary or, in the Borrowing Base.reasonable opinion of the Collateral Agent and the Trustees, desirable to perfect or continue the perfection and the priority of the Collateral Agent's security interest and Liens in the Collateral, to protect the Collateral against the rights, claims, or interests of third Persons other than holders of Permitted Liens or Liens otherwise permitted by Section 4.11 of the

Additional Collateral; Further Assurances. (a) Subject to applicable lawThe Borrowers will, each Borrower and each Loan Party will cause each Designated Domestic 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 caseto, as such time may be extended in the Administrative Agent’s sole discretion) to become a Borrower (excluding, for the avoidance of doubt, any Foreign Subsidiary) or a Guarantor pursuant to a Joinder Agreement 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 Borrower or 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 Administrative Agent, for the benefit of the Administrative Agent and the applicable Secured Parties, in any property of such Loan Party which constitutes Collateral, under the applicable Security Agreement. (b) The Loan Parties will execute any and all further documents, financing UCC or PPSA filing statements, agreements and instruments, and take all such further actions action (including the filing and recording of financing statements, fixture filings, and other documentsMortgages) which that may be required by any Requirement of Law under applicable law, or which that the Administrative Agent may, from time to time, or the Collateral Agent may reasonably request, in order to cause effectuate the Collateral transactions contemplated by the Loan Documents and Guaranty Requirement in order to be grant, preserve, protect and remain satisfied at all times. The Loan Parties also agree to provide to perfect the Administrative Agent, from time to time upon reasonable request, evidence reasonably satisfactory to the Administrative Agent as to the perfection validity and first priority of the Liens created or intended to be created by the Collateral Loan Documents. For Each Borrower will cause any subsequently acquired or organized Domestic Subsidiary to execute a supplement (in form and substance satisfactory to the avoidance Administrative Agent) to the Subsidiary Guaranty and each other applicable Loan Document in favor of doubtthe Secured Parties. Each Borrower will cause its Foreign Subsidiaries to execute and deliver any documents reasonably necessary to perfect the pledge of its Equity Interests (subject to the limitations set forth below) under the laws of such subsidiaries jurisdiction of organization. In addition, until an opinion from time to time, the Borrowers will, at their cost and expense, promptly secure the Obligations by pledging or creating, or causing to be pledged or created, perfected Liens with respect to such of local counseltheir and their Domestic Subsidiaries’ assets and properties as the Administrative Agent or the Required Lenders shall designate, it being agreed that it is the intent of the parties that the Obligations shall be secured by, among other things, substantially all the assets of the Borrowers and their Domestic Subsidiaries (including real and personal property acquired subsequent to the Effective Date); provided that, notwithstanding anything to the contrary contained in any Loan Document, First Lien Term 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 Equity Interests of such Foreign Subsidiary are held by another Foreign Subsidiary. Such Liens will be created under the Loan Documents in form and substance satisfactory to the Administrative Agent, is received and the Borrowers shall deliver or cause to be delivered to the Administrative Agent all such instruments and documents (including legal opinions, title insurance policies and lien searches) as the Administrative Agent shall reasonably request to evidence compliance with this Section. (b) The Borrowers will cause any Equity Interests, Specified Real Property (or, with respect to any such lease of Specified Leasehold Property, will use commercially reasonable efforts to) 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 and a second priority, perfected Lien in favor of the Second Lien Term Loan Lenders for the Administrative Agent on behalf of such Second Lien Term Loan Lenders under the Second 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. (c) Without limiting the foregoing, the Borrowers will execute and deliver, or cause to be executed and delivered, to the Administrative Agent or the Collateral Agent such documents and agreements, and will take or cause to be taken such actions as the Administrative Agent or the Collateral Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents, including but not limited to all items of the type required by Section 4.01 (as applicable). (d) 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 (or such later dates from time to time as consented to by the Administrative Agent in its reasonable discretion): (i) any documents required under German law to create and perfect the security interest of the Administrative Agent in 65% of the Equity Interests of any Subsidiary of any Borrower organized under the laws of Germany; (ii) a Mortgage and all other documents and instruments required to be delivered in connection with the Mortgages delivered on the Effective Date with respect to all real estate acquired by the Borrowers pursuant to the IBR Plasma Asset Acquisition; and (iii) PPSA filing statements with respect to the Loan Party organized Borrowers’ assets located in Puerto RicoCanada, together with opinions of local counsel opining to the assets perfection of the Administrative Agent’s security interest in such Puerto Rican Loan Party shall not be eligible for inclusion in the Borrowing BaseCollateral.

Additional Collateral; Further Assurances. (a) Subject to applicable law, each Borrower and each Each Loan Party will cause each Designated Subsidiary of its Domestic Subsidiaries (other than any Immaterial Subsidiary) that is not a FSHCO formed or acquired after the Effective Date and any Excluded Subsidiary at such time as it no longer constitutes an Excluded Subsidiary to become a Loan Party by executing and delivering a Joinder Agreement within sixty (60) days (or such later date as may from time to time be approved by the Administrative Agent in its sole discretion, but in no event later than the date such Domestic Subsidiary becomes an issuer or guarantor in respect of the Term Loan Agreement) of such formation, acquisition or disqualification as an Excluded Subsidiary (to the extent such Domestic Subsidiary remains in existence as of such sixtieth day), 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; provided, that notwithstanding the foregoing, the requirements and timeframes specified in this Agreement or that becomes a Designated Subsidiary Section 5.14 shall not apply to Restricted Subsidiaries formed after the Fourth Amendment Effective Date in accordance anticipation of a Permitted Acquisition until such Permitted Acquisition is actually consummated so long as such Restricted Subsidiary (x) is not required to be joined as an obligor to the Term Loan Agreement and (y) at no time holds any assets or liabilities other than any merger or acquisition consideration contributed to it contemporaneously with the terms closing 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 Borrower (excluding, for the avoidance of doubt, any Foreign Subsidiary) or a Guarantor pursuant to a Joinder Agreement 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 SubsidiaryPermitted Acquisition. Upon execution and delivery thereof, each such Person (i) shall automatically become a Borrower or Guarantor, as applicable Loan Guarantor 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 Administrative Agent, for the benefit of the Administrative Agent and the applicable other Secured Parties, in any property of such Loan Party which constitutes Collateral, under including any real property owned by any Loan Party (other than Excluded Assets). Nothing in this Section 5.14 shall be construed as a consent to form or acquire any Subsidiary after the applicable Security AgreementEffective Date that is not otherwise expressly permitted herein. Notwithstanding anything herein to the contrary, no Foreign Subsidiary of any Loan Party and no FSHCO shall be required to become a Loan Party. (a) Without limiting the generality of the foregoing, each Borrower and each other Loan Party will cause (i) 100% of the issued and outstanding non-voting Equity Interests and (ii) the Applicable Pledge Percentage of the issued and outstanding voting Equity Interests of each Pledge 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 Secured Obligations in accordance with the terms and conditions of the Collateral Documents or such other security documents as the 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. (b) The Without limiting the foregoing, each Loan Parties Party will, and will cause each Restricted Subsidiary to, execute any and all further deliver, or cause to be executed and delivered, to the Administrative Agent such documents, financing statements, agreements and instruments, and will take all or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, statements and other documents) 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 Administrative Agent may, from time to time, reasonably request, request to cause the Collateral and Guaranty Requirement to be and remain satisfied at all times. The Loan Parties also agree to provide to the Administrative Agent, from time to time upon reasonable request, evidence reasonably satisfactory to the Administrative Agent as to the ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents. For the avoidance of doubt, until an opinion of local counsel, all in form and substance reasonably satisfactory to the Administrative AgentAgent and all at the expense of the Loan Parties. (c) If any material assets are acquired by any Loan Party after the Effective Date (other than Excluded Assets or assets constituting Collateral under the Security Agreement that become subject to the Lien under the Security Agreement upon the acquisition thereof), the Borrower Representative will take, and cause each Subsidiary that is received a Loan Party to take within sixty (60) days (or such later date as may from time to time be approved by the Administrative Agent in its reasonable discretion but in no event later than the date such assets constitute Collateral securing the Term Loan Obligations), such actions as shall be necessary or reasonably requested by the 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. (d) If, at any time after the Fourth Amendment Effective Date, any Restricted Subsidiary of Holdings that is not a Loan Party shall become party to a guaranty of, or xxxxx x Xxxx on any assets (other than Excluded Assets) to secure, (x) the Term Loan Obligations or (y) any Subordinated Indebtedness, Permitted Ratio Debt or Indebtedness incurred under Section 6.01(o), each, in an aggregate principal amount exceeding $25,000,000, the Borrower Representative shall promptly notify the Administrative Agent thereof and, within ten (10) days thereof (or such later date as may be agreed upon by the Administrative Agent) cause such Restricted Subsidiary to comply with Section 5.14(a) and (b). (e) Notwithstanding anything to the contrary in this Agreement or any other Loan Document, (x) the Administrative Agent may grant extensions of time for, or waive the requirements to obtain, the creation or perfection of security interests in, or the obtaining of title insurance and surveys with respect to, particular assets (including extensions beyond the Effective Date for the perfection of security interests in the assets of the Loan Parties on such date) where it reasonably determines, in consultation with the Borrowers, that the cost, burden or consequence (including adverse Tax consequences) thereof is excessive in relation to the practical benefit afforded to the Secured Parties thereby; and (y) Liens required to be granted from time to time pursuant to the Collateral Documents shall be subject to exceptions and limitations set forth in the Collateral Documents and, to the extent appropriate in the applicable jurisdictions, as otherwise agreed between the Administrative Agent and the Borrowers. (f) Within thirty (30) days following the Effective Date (or such later date as the Administrative Agent agrees to in its sole discretion), the Loan Parties shall deliver to the Administrative Agent certificates of insurance listing the Administrative Agent as (x) lender loss payee for the property casualty insurance policies of the Loan Parties, together with long-form lender loss payable endorsements, as appropriate and (y) additional insured with respect to the liability insurance of the Loan Party organized Parties, together with additional insured endorsements. Notwithstanding anything to the contrary herein or in Puerto Ricoany Loan Documents, the assets such certificates of such Puerto Rican Loan Party insurance and endorsements shall not be eligible for inclusion required to be delivered until the date that is thirty (30) days following the Effective Date (or such later date as the Administrative Agent agrees to in the Borrowing Baseits sole discretion).

Additional Collateral; Further Assurances. (a) a. Subject to the Limited Conditionality Provision, within sixty (60) days (or such later date as may be agreed upon by the Administrative Agent in its reasonable discretion) after any wholly-owned Subsidiary qualifies as a Material Domestic Subsidiary pursuant to the definition of “Material Domestic Subsidiary”, the Company shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing the material assets of such Person and shall cause each such Subsidiary to deliver to the Administrative Agent a Joinder Agreement and a joinder to the Security Agreement (in the form contemplated thereby) pursuant to which such Subsidiary agrees to be bound by the terms and provisions hereof and thereof, such delivery to be accompanied by requisite resolutions, other organizational documentation and legal opinions as may be reasonably requested by, and in form and substance reasonably satisfactory to, the Administrative Agent and its counsel. Notwithstanding anything to the contrary in any Loan Document, (i) no Excluded Domestic Subsidiary or Excluded Foreign Subsidiary shall be required to be a Loan Party and (ii) no Collateral constituting fee-owned real property located in the State of New York shall secure any Commitments, Revolving Loans or Revolving Exposure. b. Subject to the Limited Conditionality Provision and the terms, limitations and exceptions set forth in the applicable lawCollateral Documents and this Section 5.14(b), each Borrower and each Loan Party will cause each Designated Subsidiary formed all of its owned property (whether real, personal, tangible, intangible, or acquired after mixed but excluding Excluded Assets and any real property that is not Material Real Property) to be subject at all times to perfected Liens in favor of the date Administrative Agent for the benefit of this Agreement or that becomes a Designated Subsidiary after the Effective Date Secured Parties to secure the Secured Obligations in accordance with the terms and conditions of this Agreement within 30 days (the Collateral Documents on a first priority basis, subject in each caseany case to Liens permitted by Section 6.02. Without limiting the generality of the foregoing, as such time may be extended and subject to the Limited Conditionality Provision and the terms, limitations and exceptions set forth in the Administrative Agent’s sole discretionapplicable Collateral Documents, the Company (i) will cause the Applicable Pledge Percentage of the issued and outstanding Equity Interests of each Pledge Subsidiary directly owned by the Company or any other Loan Party (other than Excluded Assets) to become a Borrower (excluding, for the avoidance of doubt, any Foreign Subsidiary) or a Guarantor pursuant be subject at all times to a Joinder Agreement first priority perfected (subject in any case to Liens permitted by Section 6.02) Lien in favor of the Administrative Agent to secure the Secured Obligations in accordance with the terms and take all such further actions (including the filing and recording conditions of financing statements and other documents) that are required under the Collateral Documents or this Agreement to cause such other pledge and security documents as the Collateral and Guaranty Requirement to be satisfied with respect to such Designated Subsidiary. Upon execution and delivery thereof, each such Person (i) Administrative Agent shall automatically become a Borrower or Guarantor, as applicable hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents reasonably request and (ii) will grant Liens deliver Mortgages and Mortgage Instruments with respect to Material Real Property owned by the Company or such Loan Party to the extent, and within such time period as is, reasonably required by the Administrative Agent. Notwithstanding the foregoing, (i) no such Mortgage or Mortgage Instruments are required to be delivered hereunder until the date that is ninety (90) days (or such later date as may be agreed upon by the Administrative Agent in its reasonable discretion) after (A) the Effective Date, with respect to Material Real Property owned by the Company or any other Loan Party on the Effective Date (after giving effect to the Grand Design Acquisition) or (B) the date of acquisition thereof, with respect to Material Real Property acquired by the Company or any other Loan Party after the Effective Date and (iii) no foreign pledge documentation in respect of the pledge of Equity Interests of a Pledge Subsidiary that is a Material Foreign Subsidiary shall be required hereunder (A) until the date that is ninety (90) 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, (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, and (C) to the extent the Company reasonably determines in its good faith judgment that such pledge would result in a material adverse tax consequence to the Company or any Subsidiary. c. If, at any time after the Effective Date any Subsidiary of the Company that is not a Loan Party shall become party to a guaranty of, or grant a Lien on any xxxxxx xx xxcure, the Term Loan Obligations, any Subordinated Indebtedness or any other Material Indebtedness of a Loan Party, the Company shall promptly notify the Administrative Agent thereof and, within ten (10) 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) and the applicable Secured Parties, in any property of such Loan Party which constitutes Collateral, under the applicable Security Agreement. (b) The (but without giving effect to the 30-day grace periods provided therein). d. Without limiting the foregoing, each Loan Parties Party will, and will cause each Subsidiary to, execute any and all further deliver, or cause to be executed and delivered, to the Administrative Agent such documents, financing statements, agreements and instruments, and take all 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) 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 Administrative Agent may, from time to time, reasonably request, request to cause carry out the Collateral terms and Guaranty Requirement conditions of this Agreement and the other Loan Documents and to be and remain satisfied at all times. The Loan Parties also agree to provide to the Administrative Agent, from time to time upon reasonable request, evidence reasonably satisfactory to the Administrative Agent as to the ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents. For , subject to the avoidance Limited Conditionality Provision and the terms, limitations, and exceptions set forth herein or in any Collateral Document, all at the expense of doubt, until an opinion of local counselthe Loan Parties, in form and substance satisfactory each case to the extent required by, and subject to the limitations and exceptions of, this Agreement and the other Loan Documents. e. If any material assets (other than Excluded Assets or other assets not required to be Collateral) are acquired by any Loan Party after the Effective Date (other than assets constituting Collateral under the applicable Collateral Documents that become subject to the Lien granted by the Loan Parties in favor of the Administrative AgentAgent in support of all of the Secured Obligations upon acquisition thereof), is received the Borrower Representative will promptly (i) notify the Administrative Agent thereof and, if requested by the Administrative Agent or the Required Lenders, cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) take such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in clause (g) of this Section, all at the expense of the Loan Parties, subject, however, to the Limited Conditionality Provision and the terms, limitations and exceptions set forth herein or in any Collateral Document; provided that with respect to any Material Real Property acquired by the Company or any other Loan Party after the Effective Date, which property would not be automatically subject to another Lien pursuant to an existing Collateral Document, no Mortgage or Mortgage Instrument shall be required to be delivered hereunder prior to the date that is ninety (90) days after the acquisition thereof as determined by the Borrower Representative (acting reasonably in good faith) (or such later date as may be agreed upon by the Administrative Agent in its reasonable discretion). f. Within thirty (30) days following the Effective Date (or such later date as the Administrative Agent agrees to in its sole discretion), the Loan Parties shall deliver to the Administrative Agent certificates of insurance listing the Administrative Agent as (x) lender loss payee for the property casualty insurance policies of the Loan Parties, together with long-form lender loss payable endorsements, as appropriate and (y) additional insured with respect to the liability insurance of the Loan Party organized Parties, together with additional insured endorsements. Notwithstanding anything to the contrary herein or in Puerto Ricoany Loan Documents, the assets such certificates of such Puerto Rican Loan Party insurance and endorsements shall not be eligible required to be delivered until the date that is thirty (30) days following the Effective Date (or such later date as the Administrative Agent agrees to in its sole discretion). g. Notwithstanding the foregoing, the parties hereto acknowledge and agree that (i) in circumstances where the Administrative Agent reasonably determines that the cost or effort of obtaining or perfecting a security interest in any 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 and (ii) the Administrative Agent may grant extensions of time for inclusion the creation or perfection of Liens in particular property (including extensions of time beyond the Borrowing BaseEffective Date) where it determines that such creation or perfection cannot be accomplished without undue effort or expense by the time or times at which it would otherwise be required by this Agreement or any other Loan Document.

Additional Collateral; Further Assurances. (a) Subject to applicable lawThe Borrower will, each Borrower and each Loan Party Anixter will and will cause each Designated Subsidiary formed of its Subsidiaries to, execute and deliver, 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 casecause to be executed and delivered, as such time may be extended in to the Administrative Agent’s sole discretion) Agent such documents, agreements and instruments, and will take or cause to become a Borrower (excluding, for the avoidance of doubt, any Foreign Subsidiary) or a Guarantor pursuant to a Joinder Agreement and take all be taken such further actions (including the filing and recording of financing statements and other documents) that are documents and such other actions or deliveries of the type 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 Borrower or Guarantorby Section 5.01, as applicable hereunder and thereupon shall have all of the rightsapplicable), benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the Administrative Agent, for the benefit of the Administrative Agent and the applicable Secured Parties, in any property of such Loan Party which constitutes Collateral, under the applicable Security Agreement. (b) The Loan Parties will execute any and all further documents, financing statements, agreements and instruments, and take all such further actions (including the filing and recording of financing statements, fixture filings, and other documents) which may be required by any Requirement of Law or which the Administrative Agent may, from time to time, reasonably request, request to cause carry out the Collateral terms and Guaranty Requirement conditions of this Agreement and the other Loan Documents and to be and remain satisfied at all times. The Loan Parties also agree to provide to the Administrative Agent, from time to time upon reasonable request, evidence reasonably satisfactory to the Administrative Agent as to the ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents. For the avoidance of doubt, until an opinion of local counsel, all in form and substance reasonably satisfactory to the Administrative AgentAgent and all at the expense of the Borrower. (b) If any assets are acquired by 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 hereofthereof), is received the Borrower will (i) notify the Administrative Agent and the Lenders thereof, and, if requested by the Administrative Agent with respect or the Required Lenders, cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) take, and cause each applicable Person to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, 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 the Receivables, at the Borrower’s expense, of the security 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 Loan Party organized in Puerto RicoAdministrative Agent or its designee. The Borrower or the Servicer (as applicable) shall, at any Lender’s request, withhold the assets identity of such Puerto Rican Loan Party shall not be eligible for inclusion Lender in the Borrowing Baseany such notification.

Additional Collateral; Further Assurances. (a) Subject to and solely to the extent permitted by applicable lawRequirements of Law, each the Kodiak Borrower (or, after a Successful IPO, Kodiak Corp) and each Subsidiary that is a Loan Party will cause each Designated Subsidiary of its Domestic Subsidiaries formed or acquired on or 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 to become a Loan Party, a Loan Guarantor and an Obligor by executing a Joinder Agreement; provided, however, that notwithstanding the foregoing, no such Domestic Subsidiary shall be required to become a Loan Party to the extent (i) not permitted pursuant to any contractual obligation applicable thereto that exists at the time such Domestic Subsidiary is acquired (other than on the Effective Date when this clause (i) shall not apply) and which contractual obligation was not entered into in each casecontemplation of such acquisition and only for so long as such prohibition is continuing; provided that, the Kodiak Borrower shall use commercially reasonable efforts to obtain any consents necessary to discontinue such prohibition and to enable such Domestic Subsidiary to become a Loan Party, (ii) resulting in material adverse tax consequences to the Kodiak Borrower or any of its Subsidiaries, as such time may be extended reasonably determined by the Kodiak Borrower in consultation with the Administrative Agent’s sole discretion, including as a result of the operation of Section 956 of the Code or (iii) to become the burden or cost of becoming a Borrower (excluding, for Loan Party outweighs the avoidance benefits afforded thereby in the reasonable judgment of doubt, any Foreign Subsidiary) or a Guarantor pursuant to a Joinder Agreement 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 SubsidiaryAdministrative Agent. Upon execution and delivery thereof, each such Person (i) shall automatically become a Borrower or Guarantor, as applicable Loan Guarantor 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 Administrative Agent, for the benefit of the Administrative Agent Agent, the Lenders and the applicable other Secured Parties, in any property of such Loan Party which constitutes Collateral, under the applicable Security Agreement. (b) The Kodiak Borrower (or, after a Successful IPO, Kodiak Corp) and each Subsidiary that is a Loan Parties Party will execute any cause (i) 100% of the issued and all further documentsoutstanding Equity Interests of each of its Domestic Subsidiaries and (ii) 65% (or such greater percentage that, financing statementsdue to a change in applicable law after the date hereof, agreements and instruments, and take all such further actions (including the filing and recording of financing statements, fixture filings, and other documents1) which may could not reasonably be required by any Requirement of Law or which the Administrative Agent may, from time to time, reasonably request, expected to cause the Collateral and Guaranty Requirement 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 remain satisfied (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 the Kodiak Borrower (or, after a Successful IPO, Kodiak Corp) or any of its Domestic Subsidiaries to be subject at all times. The Loan Parties also agree times to provide to a first priority, perfected Lien in favor of the Administrative Agent, from time to time upon reasonable request, evidence reasonably satisfactory to for the benefit of the Administrative Agent as and the other Secured Parties, pursuant to the perfection terms and priority conditions of the Liens created Loan Documents or intended to be created by the Collateral Documents. For the avoidance of doubt, until an opinion of local counsel, in form and substance satisfactory to the Administrative Agent, is received by other security documents as the Administrative Agent with respect to the Loan Party organized in Puerto Rico, the assets of such Puerto Rican Loan Party shall not be eligible for inclusion in the Borrowing Basereasonably request.

Additional Collateral; Further Assurances. (a) Subject The Company agrees that immediately upon becoming the beneficial owner of any additional shares of WTC Capital Stock constituting Collateral or Intercompany Notes constituting Collateral, it will pledge and deliver to applicable law, each Borrower and each Loan Party will cause each 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 Borrower (excluding, for the avoidance of doubt, any Foreign Subsidiary) or a Guarantor pursuant to a Joinder Agreement 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 Borrower or 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 Administrative Agent, Agent for the benefit of the Administrative Agent Senior Note Trustee and the applicable Secured Partiesequal and ratable benefit of the Holders of the Senior Notes and for the benefit of the Convertible Note Trustee and for the equal and ratable benefit of the Holders of the Convertible Notes, the certificates, instruments and documents representing such WTC Capital Stock (as well as duly executed instruments of transfer or assignment in any property of such Loan Party which constitutes Collateral, under the applicable Security Agreement. (b) The Loan Parties will execute any and all further documents, financing statements, agreements and instrumentsblank), and take all such further actions (including the filing and recording of financing statements, fixture filings, and other documents) which may be required by any Requirement of Law or which the Administrative Agent may, from time grant to time, reasonably request, to cause the Collateral and Guaranty Requirement to be and remain satisfied at all times. The Loan Parties also agree to provide to Agent for the Administrative Agent, from time to time upon reasonable request, evidence reasonably satisfactory to the Administrative Agent as to the perfection and priority benefit of the Liens created or intended Senior Note Trustee and the equal and ratable benefit of the Holders of the Senior Notes and for the benefit of the Convertible Note Trustee and for the equal and ratable benefit of the Holders of the Convertible Notes pursuant to be created by the appropriate and necessary Collateral Documents. For the avoidance of doubt, until an opinion of local counsela continuing first priority security interest in and Liens on, such WTC Capital Stock and Intercompany Notes, all in form and substance satisfactory to the Administrative AgentCollateral Agent and the Trustees (as well as duly executed instruments of transfer or assignment in blank), is received and grant to the Collateral Agent for the benefit of the Senior Note Trustee and the equal and ratable benefit of the Holders of the Senior Notes and for the benefit of the Convertible Note Trustee and for the equal and ratable benefit of the Holders of the Convertible Notes pursuant to appropriate and necessary Senior Note Collateral Documents, a continuing first priority security interest in and Liens on such WTC Capital Stock or such Intercompany Notes, all in form and substance satisfactory to the Collateral Agent and the Trustees. The Company shall also promptly (and in any event within five (5) Business Days after receipt thereof), subject to its compliance with the requirements of applicable law, deliver to the Collateral Agent any other documents of title, promissory notes, certificates or instruments representing Collateral which it holds. The Company further agrees that it will promptly (and in any event within five (5) Business Days after such acquisition) deliver to the Collateral Agent and the Trustees an amendment, duly executed by the Administrative Agent Company, in substantially the form of Schedule G hereto an "Additional Collateral Amendment", with respect to the Loan Party organized additional Collateral that is to be pledged pursuant to this Security Agreement. The Company hereby authorizes the Collateral Agent and the Trustees to attach each Additional Collateral Amendment to this Security Agreement and agrees that any stock, notes or other forms of Investments listed on any Additional Collateral Amendment delivered to the Collateral Agent or the Trustees shall for all purposes hereunder be considered Collateral. The Company will, promptly, (i) execute and deliver, cause to be executed and filed, or use its best efforts to give any notices, in Puerto Ricoall appropriate jurisdictions (including British Virgin Islands, Canada, Cyprus, the assets of such Puerto Rican Loan Party shall not Russian Federation, Kazakstan and Ireland) or procure any financing statements, assignments, pledges or other documents, (ii) mark xxx chattel paper constituting Collateral, deliver any certificates, chattel paper or instruments constituting Collateral to the Collateral Agent or the Trustees, (iii) to execute and deliver or cause to be eligible for inclusion executed and delivered all stock powers, proxies, assignments, instruments and other documents, and (iv) take any other actions that are necessary or, in the Borrowing Basereasonable opinion of Collateral Agent or the Trustees, desirable to perfect or continue the perfection and the priority of the Collateral Agent's security interest and Liens in the Collateral, to protect the Collateral against the rights, claims, or interests of third Persons other than holders of Permitted Liens or to effect the purposes of this Security Agreement. The Company also hereby authorizes the Collateral Agent to file any financing or continuation statements with respect to the Collateral without the signature of the Company to the extent permitted by applicable law.

Additional Collateral; Further Assurances. (a) Subject The Issuer agrees that immediately upon becoming the beneficial owner of any additional Issuer Loan Agreements and Issuer Notes constituting Collateral, additional Issuer Loans constituting Collateral, or Temporary Cash Equivalents constituting Collateral or other Collateral, it will pledge and deliver to applicable law, each Borrower and each Loan Party will cause each 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 Borrower (excluding, for the avoidance of doubt, any Foreign Subsidiary) or a Guarantor pursuant to a Joinder Agreement 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 Borrower or 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 Administrative Agent, Agent for the benefit of the Administrative Agent Trustee and the applicable equal and ratable benefit of the Holders of the Secured PartiesNotes, the certificates, instruments and documents representing such Issuer Loan Agreements and Issuer Notes, Issuer Loans and Temporary Cash Equivalents. (as well as duly executed instruments of transfer or assignment in any property blank), and grant to the Collateral Agent for the benefit of the Trustee and the equal and ratable benefit of the Holders of the Secured Notes pursuant to appropriate and necessary Security Agreements, a continuing first priority security interest in and Liens on such Issuer Loan Party which constitutes Agreements and Issuer Notes, Issuer Loans and Temporary Cash Equivalents and other Collateral, under the applicable Security Agreement. (b) The Loan Parties will execute any and all further documents, financing statements, agreements and instruments, and take all such further actions (including the filing and recording of financing statements, fixture filings, and other documents) which may be required by any Requirement of Law or which the Administrative Agent may, from time to time, reasonably request, to cause the Collateral and Guaranty Requirement to be and remain satisfied at all times. The Loan Parties also agree to provide to the Administrative Agent, from time to 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, until an opinion of local counsel, in form and substance satisfactory to the Administrative AgentTrustee. The Issuer shall also promptly (and in any event within five (5) Business Days after receipt thereof), is received subject to its compliance with the requirements of applicable law, deliver to the Collateral Agent any other documents of title, promissory notes, certificates or instruments representing Collateral which it holds. The Issuer further agrees that it will promptly (and in any event within 5 Business Days after such acquisition) deliver to the Collateral Agent and the Trustee an amendment, duly executed by the Administrative Agent Issuer, in substantially the form of Schedule G hereto (an "Additional Collateral Amendment"), with respect to the Loan Party organized additional Collateral that is to be pledged pursuant to this Agreement. The Issuer hereby authorizes the Collateral Agent and the Trustee to attach each Additional Collateral Amendment to this Agreement and agrees that any notes, instruments or other forms of Investment listed on any Additional Collateral Amendment delivered to the Collateral Agent or the Trustee shall for all purposes hereunder be considered Collateral. The Issuer will promptly (i) execute and deliver, cause to be executed and filed, or use its best efforts to give any notices, in Puerto Ricoall appropriate jurisdictions (including foreign jurisdictions) or procure any financing statements, assignments, pledges or other documents, (ii) mark xxx chattel paper constituting Collateral and deliver any certificates, chattel paper or instruments constituting Collateral to the assets of Collateral Agent or the Trustee, (iii) execute and deliver or cause to be executed and delivered all assignments, instruments and other documents, and (iv) take any other actions, in each such Puerto Rican Loan Party shall not be eligible for inclusion case as necessary or, in the Borrowing Basereasonable opinion of the Collateral Agent or the Trustee, desirable to perfect or continue the perfection and the priority of the Trustee's security interest and Liens in the Collateral, to protect the Collateral against the rights, claims, or interests of third Persons other than holders of Permitted Liens or to effect the purposes of this Agreement. The Issuer also hereby authorizes the Collateral Agent to file any financing or continuation statements with respect to the Collateral without the signature of the Issuer to the extent permitted by applicable law.

Additional Collateral; Further Assurances. (a) Subject to applicable law, each the Borrower and each Loan Party will shall, unless the Lender otherwise consents, cause each Designated Subsidiary of the Borrower 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 Borrower (excluding, for the avoidance of doubt, any Foreign Subsidiary) or Guarantor by executing a Guarantor pursuant to a Joinder Agreement 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 SubsidiarySubsidiary Guaranty. Upon execution and delivery thereof, each such Person (i) shall automatically become a Borrower or Guarantor, as applicable hereunder Guarantor of the Obligations by executing and delivering a Subsidiary Guaranty 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 Administrative Agent, for the benefit of the Administrative Agent and the applicable Secured PartiesLender, in any property of such Loan Party Guarantor which constitutes Collateral, under including any parcel of real property located in the applicable United States owned by any Guarantor by executing and delivering the appropriate Security AgreementDocuments. (b) The Borrower and each Subsidiary executing the Subsidiary Guaranty 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 in favor of the Lender pursuant to the terms and conditions of the Loan Parties Documents or other Collateral Documents as the Lender shall reasonably request. (c) Without limiting the foregoing, the Borrower will cause each Subsidiary to, execute any and all further deliver, or cause to be executed and delivered, to the Lender such documents, financing statements, agreements and instruments, and will take all 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) documents and such other actions or deliveries), which may be required by any Requirement of Law law or which the Administrative Agent Lender may, from time to time, reasonably request, request to cause carry out the Collateral terms and Guaranty Requirement conditions of this Agreement and the other Loan Documents and to be and remain satisfied at all times. The Loan Parties also agree to provide to the Administrative Agent, from time to time upon reasonable request, evidence reasonably satisfactory to the Administrative Agent as to the ensure perfection and priority of the Liens created or intended to be created by the Security Documents, all at Borrower’s sole expense. (d) If any material assets (including any Equity Interests and any real property or improvements thereto or any interest therein) are acquired by the Borrower or any Subsidiary that is or becomes a Guarantor hereafter (other than assets constituting Collateral Documents. For the avoidance of doubt, until an opinion of local counsel, in form and substance satisfactory under any Collateral Document that become subject to the Administrative Agentlien in favor of the Lender under any Collateral Document upon acquisition thereof), is received the Borrower will notify the Lender, and, if requested by the Administrative Agent with respect Lender, the Borrower will cause such assets to be subjected to a lien securing the Obligations and will take, and cause the Borrower and any appropriate Subsidiaries 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 Borrower. (e) At any time and from time to time the Borrower shall, and shall cause each of its Subsidiaries to, execute and deliver such further documents and take such further action as may reasonably be requested by the Lender to effect the purposes of the Loan Party organized in Puerto Rico, the assets of such Puerto Rican Loan Party shall not be eligible for inclusion in the Borrowing BaseDocuments.

Additional Collateral; Further Assurances. (a) Subject to applicable lawRequirements of Law, each Borrower and each Loan Party will cause each Designated Material Domestic Subsidiary formed (other than an Excluded Subsidiary) formed, acquired or acquired that otherwise becomes a Material Domestic Subsidiary after the date of this Agreement or that becomes to become a Designated Subsidiary after the Effective Date in accordance with the terms of this Loan Party by executing a Joinder Agreement within 30 thirty (30) days of such event (in each case, or such longer period as such time may be extended in agreed to by the Administrative Agent’s 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 become a Borrower (excludingcomply with the applicable “know your customer” rules and regulations, for the avoidance of doubt, any Foreign Subsidiary) or a Guarantor pursuant to a Joinder Agreement 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 SubsidiaryUSA PATRIOT Act. Upon execution and delivery thereof, each such Person (i) shall automatically become a Borrower or Guarantor, as applicable Guarantor 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 Administrative Agent, for the benefit of the Administrative Agent and the applicable 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. The Administrative Agent shall not accept delivery of any mortgage from any Loan Party unless each of the Lenders has received forty-five (45) days prior written notice thereof and Administrative 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. The Administrative 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 qualifies as a “legal entity customer” under the applicable Security AgreementBeneficial Ownership Regulation unless such Subsidiary has delivered a Beneficial Ownership Certification in relation to such Subsidiary and the Administrative Agent has completed its USA PATRIOT Act searches, Sanctions searches and customary individual background checks for such Subsidiary, the results of which shall be satisfactory to Administrative Agent. (b) The Each Loan Parties Party will cause (i) 100% of the issued and outstanding Equity Interests of each of its Domestic Subsidiaries (other than an Excluded Subsidiary of the type described in clause (b), (d) or (e) of the definition thereof) 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 and each Excluded Subsidiary of the type described in clause (d) or (e) of the definition thereof directly owned by the Borrower or any 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, subject to Dispositions permitted under Section 6.05. (c) Without limiting the foregoing, each Loan Party will, and will cause each Subsidiary to, execute any and all further deliver, or cause to be executed and delivered, to the Administrative Agent such documents, financing statements, agreements and instruments, and will take all or cause to be taken such further actions (including the filing and recording of financing statements, Intellectual Property security agreements, fixture filings, mortgages, deeds of trust and other documents) 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 Loan Document or which the Administrative Agent may, from time to time, reasonably request, request to cause carry out the Collateral terms and Guaranty Requirement conditions of this Agreement and the other Loan Documents and to be and remain satisfied at all times. The Loan Parties also agree to provide to the Administrative Agent, from time to time upon reasonable request, evidence reasonably satisfactory to the Administrative Agent as to the ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents. For the avoidance of doubt, until an opinion of local counsel, all in form and substance reasonably satisfactory to the Administrative Agent, is received by Agent and all at the Administrative Agent with respect to expense of the Loan Party organized in Puerto Rico, the assets of such Puerto Rican Loan Party shall not be eligible for inclusion in the Borrowing BaseParties.

Additional Collateral; Further Assurances. (a) Subject to applicable law, each Borrower and each Loan Party will cause each Designated A. In the event that any Person becomes a Subsidiary formed or acquired after the date of this Agreement hereof (or that any Foreign Subsidiary becomes a Designated Material Foreign Subsidiary after the Effective Date date hereof), Borrower will promptly notify Administrative Agent of that fact and (i) cause each such Subsidiary that is either a Domestic Subsidiary or Material Foreign Subsidiary to execute and deliver to Administrative Agent a counterpart of the Subsidiary Guaranty, Security Agreement and Master Pledge Agreement, and (ii) in the event that such Person’s Capital Stock is certificated or such Person has Domestic Subsidiaries or direct Foreign Subsidiaries the Capital Stock of which is certificated, Borrower will, and will cause such Subsidiaries to execute and deliver any documents necessary to effectively pledge a First Priority security interest in such Capital Stock in favor of Administrative Agent, including delivering to Administrative Agent such certificates accompanied by stock powers in blank; provided, that upon the request of Requisite Lenders, any Material Foreign Subsidiary shall execute and deliver such security documents, pledge agreements or instruments that the Requisite Lenders deem necessary or advisable, or that the Requisite Lenders may reasonably request, to effectuate the granting of security by such Material Foreign Subsidiary, and to the extent requested by Requisite Lenders, such legal opinions reasonably requested by Requisite Lenders of the type customarily required with respect to the granting of security interests by foreign entities; provided, that to the extent that the taking of any of the foregoing actions with respect to any Material Foreign Subsidiary, including, but not limited to, the pledge of the Capital Stock of such Foreign Subsidiary shall cause material adverse tax consequences to the Borrower or the Borrower and its Subsidiaries taken as a whole, the foregoing actions shall not be required or shall be modified or otherwise limited accordingly. B. At any time and from time to time, promptly following the Administrative Agent’s or Requisite Lenders’ written request and at the expense of Borrower, Borrower agrees to duly execute and deliver, and to cause the other Loan Parties to duly execute and deliver, any and all such further instruments and documents and take such further action as the Administrative Agent or Requisite Lenders may reasonably deem necessary or advisable in order to perfect and protect any Lien granted or purported to be granted pursuant to the Loan Documents or to enable the Administrative Agent, in accordance with the terms of this Agreement within 30 days (in each casethe applicable Loan Documents, as such time may be extended in the Administrative Agent’s sole discretion) to become a Borrower (excluding, for the avoidance of doubt, any Foreign Subsidiary) or a Guarantor pursuant to a Joinder Agreement exercise and take all such further actions (including the filing enforce its rights and recording of financing statements and other documents) that are required remedies under the Collateral Loan Documents or this Agreement to cause the Collateral and Guaranty Requirement to be satisfied with respect to such Designated SubsidiaryCollateral. Upon execution At any time when an Event of Default has occurred and delivery thereofis continuing, each such Person (i) shall automatically become a Borrower or Guarantor, as applicable hereunder and thereupon shall have all promptly upon the request of the rightsAdministrative Agent or Requisite Lenders, benefitsassign to the Administrative Agent, dutiespursuant to an assignment in form and substance satisfactory to the Administrative Agent, the right to receive proceeds (for application to the Obligations in accordance with this Agreement) of any Interest Rate Agreements, Currency Agreements, Commodities Agreements or Hedge Agreements to which any Loan Party is a party. Notwithstanding the foregoing, the granting of such further assurances or security interest under this subsection 6.7 shall not be required if it would (A) be prohibited by other Contractual Obligations to which any Loan Party is a party, (B) be prohibited by applicable law, or (C) result in material adverse tax consequences to the Borrower. C. To the extent not delivered at Closing (with the consent of Lenders), upon the request of the Administrative Agent, the Borrower shall, and obligations in such capacity under shall cause the other Loan Documents Parties to, execute and (ii) will grant Liens deliver to the Administrative Agent, for the benefit of the Administrative Agent Lenders and L/C Issuer, within 30 days of any such request or the applicable Secured Partiesacquisition or leasing of any Real Property by any Loan Party, a Mortgage upon any such Real Property and such Real Property lease or interest (subject to, with respect to Real Property in existence on or prior to the Closing, any property of prohibitions and/or required consents under any documentation governing such Loan Party Real Property or Real Property lease or interest), together with such title insurance policies (mortgagee’s form), certified surveys, appraisals (which constitutes Collateralmeet or exceed the minimum appraisal standards set forth in the Financial Institutions Reform, under the applicable Security Agreement. Recovery and Enforcement Act (b) The Loan Parties will execute any and all further documents12 C.F.R. §4 (1990)), financing statements, agreements and instrumentsas amended), and take all local counsel opinions with respect thereto and such further actions (including the filing other agreements, documents and recording of financing statements, fixture filings, and other documents) which may be required by any Requirement of Law or instruments which the Administrative Agent mayor Requisite Lenders deem necessary or advisable, from time to time, reasonably request, to cause the Collateral and Guaranty Requirement same to be in form and remain satisfied at all times. The Loan Parties also agree to provide to the Administrative Agent, from time to time upon reasonable request, evidence substance reasonably satisfactory acceptable to the Administrative Agent and to be subject only to (a) Liens permitted under subsection 7.2 and (b) such other Liens as the Administrative Agent and Lenders may reasonably approve, it being understood that the granting of such additional security for the Obligations is a material inducement to the perfection execution and priority delivery of this Agreement by each Lender; provided, that no Mortgage shall be required with respect to (x) so long as no Event of Default shall have occurred and be continuing, any Real Property not considered material by Administrative Agent or the Liens created Requisite Lenders or intended (y) the Myrtle Beach Lease unless (a) the right of The Boyds Collection – Myrtle Beach, LLC, to terminate the Myrtle Beach Lease pursuant to Section 1.07 thereof shall have tolled, (a) prior to the date applicable in the foregoing clause (b) an Event of Default shall have occurred and be created continuing, and Administrative Agent or Requisite Lenders shall have directed Borrower to obtain such a Mortgage, or (c) any construction or other action shall have been taken by any Loan Party affirmatively indicating their intention to use the Collateral Documents. For the avoidance of doubt, until an opinion of local counsel, in form Myrtle Beach Lease. D. Borrower shall use its commercially reasonable efforts to obtain and substance satisfactory deliver to the Administrative AgentAgent Collateral Access Agreements relating to (i) bailees at which there is, or is received by reasonably expected to be, for any material time, Collateral valued in excess of $100,000, (ii) leases at which there is, or is reasonably expected to be, for any material time, Collateral valued in excess of $100,000, (iii) Real Property mortgaged to a third party (other than the Administrative Agent pursuant to the requirements of the Loan Documents) at which there is, or is reasonably expected to be, for any material time, Collateral valued in excess of $100,000; and Borrower shall update Schedule 5.5 to reflect any bailees, leaseholds or mortgaged Real Property to which this subsection 6.7D applies; provided, that no Collateral Access Agreement shall be required with respect to the Myrtle Beach Lease unless (a) the right of The Boyds Collection – Myrtle Beach, LLC, to terminate the Myrtle Beach Lease pursuant to Section 1.07 thereof shall have tolled, (b) prior to the date applicable in the foregoing clause (a) an Event of Default shall have occurred and be continuing, and Administrative Agent or Requisite Lenders shall have directed Borrower to obtain such a Collateral Access Agreement, or (c) any construction or other action shall have been taken by any Loan Party organized in Puerto Rico, affirmatively indicating their intention to use the assets of such Puerto Rican Loan Party shall not be eligible for inclusion in the Borrowing BaseMyrtle Beach Lease.

Additional Collateral; Further Assurances. (a) Subject to applicable law, each Upon the formation or acquisition of any Domestic Subsidiary of the Borrower and each Loan Party will cause each Designated Subsidiary formed or acquired at any time after the date of this Agreement Closing Date, or that upon any Domestic Subsidiary becoming a Subsidiary at any time after the Closing Date, the Borrower shall, within 10 Business Days after such formation or acquisition, or within 10 Business Days after such Domestic Subsidiary becomes a Designated Subsidiary after the Effective Date in accordance with the terms of this Agreement within 30 days (in each caseSubsidiary, as the case may be: (A) cause such time may be extended in the Administrative Agent’s sole discretion) Subsidiary to become a Borrower under this Agreement by executing and delivering to the Lenders a joinder to this Agreement in form and substance satisfactory to the Administrative Agent and grant a security interest to the Administrative Agent on behalf of the Secured Parties in all of its assets constituting Collateral under the Security Agreement to secure the Secured Obligations, and (excluding, for the avoidance of doubt, any Foreign SubsidiaryB) or a Guarantor pursuant to a Joinder Agreement and take all such further actions whatever action (including the filing and recording of delivering properly completed Uniform Commercial Code financing statements and other documentsstatements) that are required under may be necessary or advisable in 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 Borrower or Guarantor, as applicable hereunder and thereupon shall have all opinion of the rights, benefits, duties, and obligations Required Lenders to vest in such capacity under the Loan Documents and (ii) will grant Liens to the Administrative Agent, for the benefit of the Administrative Agent and the applicable Secured Parties, a first priority perfected security interest in any property the assets of such Loan Party which constitutes Collateral, under Domestic Subsidiary purported to be subject to the applicable Security Agreement; (ii) (A) cause all of the Equity Interests in such Domestic Subsidiary to be pledged to the Administrative Agent to secure the Secured Obligations by causing the direct owners of such Equity Interests to execute and deliver to the Lenders a pledge agreement in the form acceptable to the Administrative Agent, (B) deliver or cause to be delivered to the Administrative Agent all certificates and undated stock powers duly executed in blank (to the extent the Equity Interests of such Domestic Subsidiary are certificated) and other documents required by the Pledge Agreement with respect to such Equity Interests and (C) take or cause to be taken such other actions as may be necessary to provide the Administrative Agent with a first priority perfected pledge of and security interest in such Equity Interests; (iii) if such Domestic Subsidiary owns any real property, (A) deliver to the Lenders Mortgages covering such real property, together with each of the other documents of the types referred to in Section 3.01(e) with respect to such real property as the Required Lenders shall request, including current Mortgage Policies, surveys and real estate appraisals and (B) take all such actions and execute and deliver, or cause to be executed and delivered, all such other documents, instruments, agreements, opinions and certificates with respect to such real property and Mortgages that the Required Lenders shall request to create in favor of the Administrative Agent, for the benefit of Secured Parties, a valid and, subject to any applicable filings and/or recordings, perfected first priority security interest in such real property; and (iv) deliver to the Lenders documents of the types referred to in clause Section 3.01(b) with respect to such Domestic Subsidiary and, if requested by the Required Lenders, favorable opinions of counsel (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clauses (i), (ii), (iii) and (iv) above), all in form, content and scope satisfactory to the Required Lenders. (b) The Loan Parties will In the event that Borrower or any of its Subsidiaries acquires any real property, then such Credit Party shall (i) as promptly as practicable, provide notice thereof to the Administrative Agent, and (ii) contemporaneously with acquiring such real property, (A) deliver to the Lenders a Mortgage covering such real property, (B) deliver to the Lenders such other documents of the types referred to in Section 3.01(e) with respect to such real property as the Required Lenders shall request, including current Mortgage Policies and current surveys acceptable to the Required Lenders by a land surveyor duly registered and licensed in the States in which the property described in such surveys is located and acceptable to the Required Lenders, (C) with respect to any leased real property, a Collateral Access Agreement in form and substance acceptable to the Required Lenders; and (D) take all such actions and execute any and deliver, or cause to be executed and delivered, all further such other documents, financing statementsinstruments, agreements, opinions and certificates with respect to such real property that the Required Lenders shall request to create in favor of the Administrative Agent, for the benefit of Secured Parties, a valid and, subject to any applicable filings and/or recordings, perfected first priority security interest in such real property. (c) Without limiting the foregoing, the Borrower will, and will cause each of its Subsidiaries to, execute and deliver, or cause to be executed and delivered, to the Lenders such documents, agreements and instruments, and will take all or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, filings and other documents) documents and such other actions or deliveries of the type required by Section 3.01, as applicable), which may be required by any Requirement of Law law or which the Administrative Agent Required Lenders may, from time to time, reasonably request, request to cause carry out the Collateral terms and Guaranty Requirement conditions of this Agreement and the other Credit Documents and to be and remain satisfied at all times. The Loan Parties also agree to provide to the Administrative Agent, from time to time upon reasonable request, evidence reasonably satisfactory to the Administrative Agent as to the ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents. For , all at the avoidance expense of doubt, until an opinion of local counsel, in form and substance satisfactory to the Administrative Agent, is received by the Administrative Agent with respect to the Loan Party organized in Puerto Rico, the assets of such Puerto Rican Loan Party shall not be eligible for inclusion in the Borrowing BaseCredit Parties.

Additional Collateral; Further Assurances. (a) Subject to applicable law, each Agent has the right but not the obligation to require the Borrower and each Loan Party will to cause each Designated Subsidiary each, any or all of its domestic Subsidiaries, whether currently existing or 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 caseLoan Closing Date, as such time may be extended in the Administrative Agent’s sole discretion) to become a Borrower (excluding, for subject to the avoidance provisions of doubt, any Foreign Subsidiary) or a Guarantor pursuant to the Loan Documents by executing a Joinder Agreement and take all such further actions (including in the filing and recording of financing statements and other documents) that are required under form proposed by the Collateral Documents or this Agreement to cause the Collateral and Guaranty Requirement to be satisfied with respect to such Designated Subsidiary. Agent, each, a “Joinder Agreement.” Upon execution and delivery thereof, each such Person (ia) shall automatically become a Borrower or Guarantor, as applicable Subsidiary Guarantor 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 Administrative Agent, for the benefit of the Administrative Collateral Agent and the applicable Secured Parties, in any property of such Loan Party Subsidiary Guarantor which constitutes Collateral, under including any parcel of real property located in the applicable Security Agreement. U.S. and owned by such Subsidiary Guarantor, and the Lenders and Borrower shall take such steps to amend this Agreement and the other Loan Documents to implement the same. The Borrower will cause (bi) The 100% of the issued and outstanding Equity Interests of each of its domestic Subsidiaries, if any, and (ii) 100% of the issued and outstanding Equity Interests of each of its foreign Subsidiaries, to be subject at all times to a first priority, perfected Lien in favor of the Collateral Agent pursuant to the terms and conditions of the Loan Parties Documents. Without limiting the foregoing, the Borrower will, and will cause each of its Subsidiaries to, execute any and all further deliver, or cause to be executed and delivered, to the Agent such documents, financing statements, agreements and instruments, and will take all 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) documents and such other actions or deliveries), which may be required by any Requirement of Law law or which the Administrative Agent may, from time to time, reasonably request, request to cause carry out the Collateral terms and Guaranty Requirement conditions of this Agreement and the other Loan Documents and to be and remain satisfied at all times. The Loan Parties also agree to provide to the Administrative Agent, from time to time upon reasonable request, evidence reasonably satisfactory to the Administrative Agent as to the ensure perfection and priority of the Liens created or intended to be created by the Security Agreement, all at the expense of the Borrower. If any material assets (including any real property or improvements thereto or any interest therein) are acquired by the Borrower after the Loan Closing Date (other than assets constituting Collateral Documents. For under the avoidance of doubt, until an opinion of local counsel, in form and substance satisfactory Security Agreement that become subject to the Administrative AgentLien in favor of the Collateral Agent upon the acquisition thereof), is received the Borrower will notify the Agent thereof, and, if requested by the Administrative Agent with respect the Borrower will cause such assets to be subjected to a Lien securing the Loan Party organized Obligations and will take such actions as shall be necessary or reasonably requested by the Agent to grant and perfect such Liens, including actions described in Puerto Ricothis Section 6.11, all at the assets expense of such Puerto Rican Loan Party shall not be eligible for inclusion in the Borrowing BaseBorrower.