Common use of Additional Grantors Clause in Contracts

Additional Grantors. Each Grantor acknowledges that, pursuant to Section 3.12 of the Indenture, Holdings is required to cause each Domestic Guarantor Subsidiary created or acquired after the date hereof to become a party hereto as an additional Grantor (each such Person, an “Additional Grantor”) by executing and delivering a Joinder Agreement (a “Joinder”) in a form reasonably required by the Collateral Agent along with any supplements to the Exhibits to this Security Agreement necessary to reflect additional Collateral provided by the Additional Grantor. Upon delivery of any such Joinder to the Collateral Agent, notice of which is hereby waived by the Grantors, each such Additional Grantor shall be deemed a Grantor hereunder and shall be as fully a party hereto as if such Additional Grantor were an original signatory hereto. Each Grantor expressly agrees that its obligations arising hereunder shall not be discharged, diminished or otherwise affected (a) by the addition or release of any other Grantor hereunder, (b) by any failure by Holdings, the Company or any Grantor to cause any Domestic Guarantor Subsidiary to become an Additional Grantor hereunder or (c) by reason of the Collateral Agent’s or any of the other Secured Party’s actions in effecting, or failure to effect, any such Joinder, or in releasing any Grantor hereunder, in each case, without the necessity of giving notice to or obtaining the consent of any other Grantor. This Security Agreement shall be fully effective as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder.

Additional Grantors. Each Grantor acknowledges that, pursuant From time to Section 3.12 of the Indenture, Holdings is required time subsequent to cause each Domestic Guarantor Subsidiary created or acquired after the date hereof to hereof, additional Persons may become a party parties hereto as an additional Grantor Grantors (each such Personeach, an “Additional Grantor”) ), by executing and delivering a Joinder Agreement (a “Joinder”) in a form reasonably required by the Collateral Agent along with any supplements to the Exhibits to this Security Agreement necessary to reflect additional Collateral provided by the Additional GrantorPledge Supplement. Upon delivery of any such Joinder Pledge Supplement to the Collateral AgentBank, notice of which is hereby waived by the Grantors, each such Additional Grantor shall be deemed a Grantor hereunder and shall be as fully a party hereto as if such Additional Grantor were an original signatory hereto. Each Grantor expressly agrees that its obligations arising hereunder shall not be discharged, affected or diminished or otherwise affected (a) by the addition or release of any other Grantor hereunder, (b) nor by any failure by Holdings, the Company or any Grantor election of Bank not to cause any Domestic Guarantor Subsidiary of the Company to become an Additional Grantor hereunder or (c) by reason of the Collateral Agent’s or any of the other Secured Party’s actions in effecting, or failure to effect, any such Joinder, or in releasing any Grantor hereunder, in each case, without the necessity of giving notice to or obtaining the consent of any other Grantor. This Security Agreement shall be fully effective as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder. The Grantors shall cause (a) each Subsidiary formed or acquired after the date hereof and each subsidiary that becomes a Subsidiary after the date hereof, in each case, concurrently upon becoming a Subsidiary, and (b) each Subsidiary that ceases to be an Immaterial Subsidiary after the date hereof, concurrently upon ceasing to be an Immaterial Subsidiary, to become a “Grantor” under and as defined in the applicable First Lien Collateral Documents in existence at such time, to deliver such schedules, documents, instruments, agreements and certificates as are similar to those delivered to the Bank in connection with this Agreement, and to take all actions necessary to grant and to perfect a first priority Lien in favor of the Bank (subject, in the case of priority only, to Permitted Prior Liens) on the collateral described therein.

Additional Grantors. Each Such Grantor acknowledges that, pursuant to Section 3.12 6.11 of the IndentureCredit Agreement, Holdings the Borrower is required to cause each Domestic Guarantor Person which (i) becomes a direct or indirect Subsidiary created of Holdings (other than any Excluded Subsidiary) or acquired (ii) ceases to qualify as an Excluded Subsidiary, in each case, after the date hereof Closing Date, to become a party hereto as an additional Grantor (each such Person, an “Additional Grantor”) by executing and delivering a Joinder Agreement substantially in the form of Exhibit I to the Credit Agreement and by executing and delivering a Joinder Agreement (a “Joinder”) substantially in a the form reasonably required by the Collateral Agent attached hereto as Annex 2, along with any supplements to the Exhibits to this Security Agreement necessary to reflect additional Collateral provided by the Additional Grantor. Upon delivery of any such Joinder to the Administrative Agent and the Collateral Agent, notice of which is hereby waived by the Grantors, each such Additional Grantor shall be deemed a Grantor hereunder and shall be as fully a party hereto as if such Additional Grantor were an original signatory hereto. Each Grantor expressly agrees that its obligations arising hereunder shall not be discharged, diminished or otherwise affected (a) by the addition or release of any other Grantor hereunder, (b) by any failure by Holdings, the Company or any Grantor to cause any Domestic Guarantor Subsidiary of the Company to become an Additional Grantor or a Grantor hereunder or (c) by reason of the Administrative Agent’s, the Collateral Agent’s or any of the other Secured Party’s actions in effecting, or failure to effect, any such Joinder, or in releasing any Grantor hereunder, in each case, without the necessity of giving notice to or obtaining the consent of any other Grantor. This Security Agreement shall be fully effective as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder.

Additional Grantors. Each Grantor acknowledges that, pursuant to Section 3.12 8.1.13 [Covenant to Guaranty Obligations and Give Security] of the IndentureCredit Agreement, Holdings the Company is required to cause each Domestic Guarantor Subsidiary created or acquired after certain Subsidiaries not Grantors on the date hereof to become a party parties hereto as an additional Additional Grantor (each such Person, an “Additional Grantor”) by executing and delivering a Guarantor Joinder Agreement (a “Joinder”) in a form reasonably required by the Collateral Agent along with any supplements to the Exhibits to this Security Agreement necessary to reflect additional Collateral provided by the Additional Grantor. Upon delivery of any such Guarantor Joinder to the Collateral Agent, notice of which is hereby waived by the Grantors, each such Additional Grantor shall be deemed a Grantor hereunder and shall be as fully a party hereto as if such Additional Grantor were an original signatory hereto. Each Grantor expressly agrees that its obligations arising hereunder shall not be discharged, diminished or otherwise affected (a) by the addition or release of any other Grantor hereunder, (b) by any failure by Holdings, the Company or any Grantor to cause any Domestic Guarantor Subsidiary of the Company to become an Additional Grantor or a Grantor hereunder or (c) by reason of the Collateral Agent’s or any of the other Secured Party’s actions in effecting, or failure to effect, any such Guarantor Joinder, or in releasing any Grantor hereunder, in each case, without the necessity of giving notice to or obtaining the consent of any other Grantor. This Security Agreement shall be fully effective as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder.

Additional Grantors. Each Grantor acknowledges that, pursuant to Section 3.12 The initial Grantors hereunder shall be the Parent and those Subsidiaries of the Indenture, Holdings is required to cause each Domestic Guarantor Subsidiary created or acquired after Parent as are signatories hereto on the date hereof hereof. From time to time subsequent to the date hereof, additional Subsidiaries of the Parent may become a party hereto parties hereto, as an additional Grantor Grantors (each such Personeach, an “"Additional Grantor”) "), by executing and delivering a Joinder counterpart of this Agreement (a “Joinder”) substantially in a the form reasonably required by the Collateral Agent along with any supplements to the Exhibits to this Security Agreement necessary to reflect additional Collateral provided by the Additional Grantorof Appendix V attached hereto. Upon delivery of any such Joinder counterpart to the Collateral AgentPurchaser, notice of which is hereby waived by the Grantors, each such Additional Grantor shall be deemed a Grantor hereunder and shall be as fully a party hereto as if such Additional Grantor were an original signatory hereto. Each Grantor expressly agrees that its obligations arising hereunder shall not be discharged, affected or diminished or otherwise affected (a) by the addition or release of any other Grantor hereunder, (b) hereunder nor by any failure by Holdings, election of the Company or any Grantor Purchaser not to cause any Domestic Guarantor Subsidiary of the Parent to become an Additional Grantor hereunder or (c) by reason of the Collateral Agent’s or any of the other Secured Party’s actions in effecting, or failure to effect, any such Joinder, or in releasing any Grantor hereunder, in each case, without the necessity of giving notice to or obtaining the consent of any other Grantor. This Security Agreement shall be fully effective as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder. Each Additional Grantor shall execute the filings specified in Section 5 hereof and such other filings, registrations or instruments as the Purchaser may reasonably request, in order to perfect the security interests granted or purported to granted hereunder.

Additional Grantors. Each From time to time subsequent to the date hereof, if any Grantor acknowledges thatacquires a Subsidiary, pursuant such Grantor shall (i) have provided at least five (5) Business Days’ prior to Section 3.12 such Grantor’s acquisition of such Subsidiary notice of such acquisition to the IndentureSecured Party, Holdings is required to and (ii) within thirty (30) days following the date any Grantor acquires such Subsidiary, (a) cause each Domestic Guarantor Subsidiary created or such person so acquired after the date hereof to become a party hereto as an additional Grantor (each such Personeach, an “Additional Grantor”) ), by executing and delivering a Joinder Agreement (Agreement, together with a “Joinder”) in a form reasonably required Pledge Supplement executed by the Collateral Agent along applicable Grantor and any other attachments, all in form and substance reasonably satisfactory to Secured Party, (b) cause each Additional Grantor to execute a joinder to the Subsidiary Guaranty, (c) deliver each of the following documents: (x) a secretary’s certificate, (y) a Lien and judgment search and (z) any financing statements or amendments to financing statements requested by the Secured Party, in the case of the items described in clauses (x) and (y), substantially in the form of such document or other item delivered under the Securities Purchase Agreement in respect of the Grantors at Closing (with any supplements such changes reasonably satisfactory to the Exhibits Secured Party), (d) if such Additional Grantor maintains any Deposit Account, securities account, brokerage account or other similar account (other than any Excluded Accounts), such Additional Grantor shall execute and deliver a Control Agreement with the applicable financial institution which purports to this Security Agreement necessary cover such account, (e) if reasonably requested by the Secured Party, such Grantor shall deliver an opinion of legal counsel to reflect additional Collateral provided by the Additional Grantor, in form and substance reasonably satisfactory to the Secured Party, covering the documents executed and the security interests granted by the Secured Party, (iii) if an Additional Grantor owns an interest in any real property, such Grantor and such Additional Grantor shall comply with the terms of Section 2(j) as if such real property was acquired on the date Grantor acquired such Pledged Interest, (iv) take all other such actions and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, and certificates reasonably requested by Secured Party, and (v) promptly following demand thereof, pay all fees and expenses of the Secured Party, including attorney’s fees, incurred in connection with actions taken under this Section. Upon delivery of any such Joinder Agreement to the Collateral AgentSecured Party, notice of which is hereby waived by the Grantorseach other Grantor, each such Additional Grantor shall be deemed a Grantor “Grantor” hereunder with the same force and shall be effect as fully if it were originally a party hereto to this Agreement and named as if such Additional Grantor were an original signatory heretoa “Grantor” hereunder. Each Grantor expressly agrees that its their obligations arising hereunder shall not be discharged, affected or diminished or otherwise affected (a) by the addition or release of any other Grantor hereunder, (b) nor by any failure by Holdings, election of the Company or any Grantor Secured Party not to cause any Domestic Guarantor Subsidiary other Person to become an Additional Grantor hereunder or (c) by reason of the Collateral Agent’s or any of the other Secured Party’s actions in effecting, or failure to effect, any such Joinder, or in releasing any Grantor hereunder, in each case, without the necessity of giving notice to or obtaining the consent of any other Grantor. This Security Agreement shall be fully effective as to any each Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder.

Additional Grantors. Each Grantor acknowledges The Grantors agree that, pursuant to Section 3.12 of the Indenture, Holdings is required to cause each Domestic Guarantor if any Subsidiary created or acquired shall become a Grantor after the date hereof hereof, it will promptly cause such Subsidiary to become a party hereto as an additional Grantor (each such Person, an “Additional Grantor”) by executing and delivering a Joinder Agreement (a “Joinder”) an instrument in a form reasonably required by the Collateral Agent along with any supplements acceptable to the Exhibits to this Security Agreement necessary to reflect additional Collateral provided by Designated Second Priority Representative and the Additional GrantorDesignated Senior Representative. Upon delivery of any such Joinder to the Collateral Agentexecution and delivery, notice of which is hereby waived by the Grantors, each such Additional Grantor shall be deemed Subsidiary will become a Grantor hereunder with the same force and shall be as fully a party hereto effect as if originally named as a Grantor herein. The execution and delivery of such Additional Grantor were an original signatory hereto. Each Grantor expressly agrees that its obligations arising hereunder instrument shall not be discharged, diminished or otherwise affected (a) by the addition or release of any other Grantor hereunder, (b) by any failure by Holdings, the Company or any Grantor to cause any Domestic Guarantor Subsidiary to become an Additional Grantor hereunder or (c) by reason of the Collateral Agent’s or any of the other Secured Party’s actions in effecting, or failure to effect, any such Joinder, or in releasing any Grantor hereunder, in each case, without the necessity of giving notice to or obtaining require the consent of any other Grantorparty hereunder (except in the case of other Grantors, to the extent already obtained), and will be acknowledged by the Designated Second Priority Representative and the Designated Senior Representative. This Security Agreement The rights and obligations of each Grantor hereunder shall be fully effective remain in full force and effect notwithstanding the addition of any new Grantor as to any Grantor that is or becomes a party hereto regardless to this Agreement. Exhibit F-39 XXXXX FARGO BANK, NATIONAL ASSOCIATION, as First Lien Administrative Agent By: Name: Xxxx Xxxxxxxxx Title: Senior Vice President XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Second Lien Administrative Agent By: Name: Xxxx Xxxxxxxxx Title: Senior Vice President Acknowledged by: PREIT ASSOCIATES, L.P. By: Pennsylvania Real Estate Investment Trust, its general partner By: Name: Xxxxxx Xxxxxxx Title: Executive Vice President, Finance & Acquisitions and Treasurer PREIT-XXXXX, INC. By: Name: Xxxxxx Xxxxxxx Title: Executive Vice President, Finance & Acquisitions and Treasurer PENNSYLVANIA REAL ESTATE INVESTMENT TRUST By: Name: Xxxxxx Xxxxxxx Title: Executive Vice President, Finance & Acquisitions and Treasurer ANNEX I [FORM OF] REPRESENTATIVE SUPPLEMENT NO. [ ], dated as of whether any [ ] (this “Supplement”), to the INTERCREDITOR AGREEMENT dated as of [ ] (as amended, restated, modified or supplemented from time to time, the “Intercreditor Agreement”), among PREIT ASSOCIATES, L.P., a Delaware limited partnership (“PREIT”), PREIT-XXXXX, INC., a Pennsylvania corporation (“PREIT-XXXXX”), PENNSYLVANIA REAL ESTATE INVESTMENT TRUST, a Pennsylvania business trust (the “Parent”; together with PREIT and PREIT-XXXXX, each individually, a “Borrower” and collectively, the “Borrower”), the other Person becomes or fails Grantors (as defined therein) party thereto from time to become or ceases time, XXXXX FARGO BANK, NATIONAL ASSOCIATION (“Xxxxx Fargo”), as administrative agent, collateral agent and Representative for the First Lien Secured Parties (in such capacity, together with its successors, in such capacity, the “First Lien Administrative Agent”), Xxxxx Fargo, as administrative agent, collateral agent and Representative for the Second Lien Secured Parties (in such capacity, together with its successors in such capacity, the “Second Lien Administrative Agent”), and the additional Representatives from time to be a Grantor hereundertime party thereto.

Additional Grantors. Each Grantor acknowledges that, pursuant to Section 3.12 of the Indenture, Holdings is required to shall cause each Material Subsidiary of such Grantor that is a Domestic Guarantor Subsidiary created or acquired after the date hereof including any Person that shall at any time become a Material Subsidiary that is a Domestic Subsidiary of such Grantor to immediately become a party hereto as an additional Grantor (each such Person, an “Additional Grantor”) or to a similar security agreement, as appropriate, by executing and delivering an Additional Grantor Joinder in substantially the form of Annex A attached hereto and comply with the provisions hereof applicable to the Grantors or by signing a Joinder Agreement (similar security agreement. If the Additional Grantor becomes a “Joinder”) in a form reasonably required by party hereto, concurrent therewith, the Collateral Agent along with any Additional Grantor shall deliver replacement schedules for, or supplements to all other Schedules to (or referred to in) this Agreement, as applicable, which replacement schedules shall supersede, or supplements shall modify, the Exhibits to this Security Agreement necessary to reflect additional Collateral provided by Schedules then in effect. The Additional Grantor shall also deliver such opinions of counsel, authorizing resolutions, good standing certificates, incumbency certificates, organizational documents, financing statements and other information and documentation as the Additional GrantorAgent may reasonably request. Upon delivery of any such Joinder the foregoing to the Collateral Agent, notice of which is hereby waived by the Grantors, each such Additional Grantor shall be deemed and become a Grantor hereunder party to this Agreement with the same rights and shall be obligations as the Grantors, for all purposes hereof as fully a party hereto and to the same extent as if such Additional Grantor it were an original signatory hereto. Each Grantor expressly agrees that its obligations arising hereunder hereto and shall not be dischargeddeemed to have made the representations, diminished or otherwise affected (a) by warranties and covenants set forth herein as of the addition or release date of any other Grantor hereunder, (b) by any failure by Holdings, the Company or any Grantor to cause any Domestic Guarantor Subsidiary to become an execution and delivery of such Additional Grantor hereunder or (c) by reason Joinder and thereafter at any time that such representations and covenants must be restated pursuant to the terms of the Collateral Agent’s or any of Loan Documents, and all references herein to the other Secured Party’s actions in effecting, or failure to effect, any such Joinder, or in releasing any Grantor hereunder, in each case, without the necessity of giving notice to or obtaining the consent of any other Grantor. This Security Agreement “Grantors” shall be fully effective as deemed to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunderinclude each Additional Grantor.

Additional Grantors. Each Grantor acknowledges that, pursuant From time to Section 3.12 of the Indenture, Holdings is required time subsequent to cause each Domestic Guarantor Subsidiary created or acquired after the date hereof to hereof, additional Persons may become a party parties hereto as an additional Grantor Grantors (each such Personeach, an “Additional Grantor”) ), by executing and delivering a Joinder Agreement (a “Joinder”) in a form reasonably required by the Collateral Agent along with any supplements to the Exhibits to this Security Agreement necessary to reflect additional Collateral provided by the Additional GrantorPledge Supplement. Upon delivery of any such Joinder Pledge Supplement to the Collateral Agent, notice of which is hereby waived by the Grantors, each such Additional Grantor shall be deemed a Grantor hereunder and shall be as fully a party hereto as if such Additional Grantor were an original signatory hereto. Each Grantor expressly agrees that its obligations arising hereunder shall not be discharged, affected or diminished or otherwise affected (a) by the addition or release of any other Grantor hereunder, (b) nor by any failure by Holdings, the Company or any Grantor election of Collateral Agent not to cause any Domestic Guarantor Subsidiary of the Company to become an Additional Grantor hereunder or (c) by reason of the Collateral Agent’s or any of the other Secured Party’s actions in effecting, or failure to effect, any such Joinder, or in releasing any Grantor hereunder, in each case, without the necessity of giving notice to or obtaining the consent of any other Grantor. This Security Agreement shall be fully effective as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder. The Grantors shall cause (a) each Subsidiary formed or acquired after the date hereof and each subsidiary that becomes a Subsidiary after the date hereof, in each case, concurrently upon becoming a Subsidiary, and (b) each Subsidiary that ceases to be an Immaterial Subsidiary after the date hereof, concurrently upon ceasing to be an Immaterial Subsidiary, to become a “Grantor” under and as defined in the applicable Second Lien Collateral Documents in existence at such time, to deliver such schedules, documents, instruments, agreements and certificates as are similar to those delivered to the Collateral Agent in connection with this Agreement, and to take all actions necessary to grant and to perfect a first priority Lien in favor of the Collateral Agent (subject, in the case of priority only, to Permitted Prior Liens) on the collateral described therein.

Additional Grantors. Each Grantor acknowledges that, pursuant to Section 3.12 In the event any Subsidiary or other affiliated entity of the IndentureCompany shall have granted a Lien on any of its assets which constitute Shared Collateral to secure any Second Lien Obligations, Holdings is required to the Company shall cause each Domestic Guarantor such Subsidiary created or acquired after the date hereof other Person if not already a party hereto, to become a party hereto as an additional Grantor (each such Person, an a “Additional Grantor”) by executing and delivering a Joinder Agreement (a “Joinder”) in a form reasonably required by the Collateral Agent along with any supplements to the Exhibits to this Security Agreement necessary to reflect additional Collateral provided by the Additional Grantor. Upon the execution and delivery by any Subsidiary or other affiliated entity of the Company of a Grantor Joinder Agreement, any such Person shall become a party hereto and a Grantor hereunder with the same force and effect as if originally named as such herein. The execution and delivery of any such Joinder to the Collateral Agent, notice of which is hereby waived by the Grantors, each such Additional Grantor shall be deemed a Grantor hereunder and shall be as fully a party hereto as if such Additional Grantor were an original signatory hereto. Each Grantor expressly agrees that its obligations arising hereunder instrument shall not be discharged, diminished or otherwise affected (a) by the addition or release of any other Grantor hereunder, (b) by any failure by Holdings, the Company or any Grantor to cause any Domestic Guarantor Subsidiary to become an Additional Grantor hereunder or (c) by reason of the Collateral Agent’s or any of the other Secured Party’s actions in effecting, or failure to effect, any such Joinder, or in releasing any Grantor hereunder, in each case, without the necessity of giving notice to or obtaining require the consent of any other Grantorparty hereto. This Security Agreement In the event any Person becomes the direct parent company of the Company and the new “Parent” under the applicable documents evidencing any Class, the Company shall be fully effective as cause such Person, if not already a party hereto, to any Grantor that is or becomes become a party hereto regardless as a “Grantor”. Upon the execution and delivery by such Person of whether a Grantor Joinder Agreement, such Person shall become a party hereto and a Grantor hereunder with the same force and effect as if originally named as such herein. The execution and delivery of any such instrument shall not require the consent of any other party hereto. The rights and obligations of each party hereto shall remain in full force and effect notwithstanding the addition of any new Grantor as a party to this Agreement. Upon its receipt of Grantor Joinder Agreement executed by such additional Grantor, each Second Lien Collateral Agent and Second Lien Representative shall execute the Grantor Joinder Agreement evidencing its acknowledgment thereof, and shall incur no liability to any Person becomes or fails to become or ceases to be a Grantor hereunderfor such execution.

Additional Grantors. Each Grantor acknowledges that, pursuant to Section 3.12 Subsidiary of the Indenture, Holdings Borrower that is required to cause each Domestic Guarantor Subsidiary created or acquired after the date hereof to become a party hereto to this Agreement pursuant to Section 6.9 of the Credit Agreement shall become a Grantor for all purposes of this Agreement upon execution and delivery by such Subsidiary of an Assumption Agreement in the form of Annex 1 hereto. 8.15 Releases. (a) At such time as an additional Grantor the Loans, the Reimbursement Obligations and the other Obligations (each such Personother than Obligations in respect of Specified Swap Agreements) shall have been paid in full, an “Additional Grantor”) by executing the Commitments have been terminated and delivering a Joinder Agreement (a “Joinder”) in a form reasonably required by no Letters of Credit shall be outstanding, the Collateral shall be released from the Liens created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent along with any supplements to the Exhibits to this Security Agreement necessary to reflect additional Collateral provided by the Additional Grantor. Upon and each Grantor hereunder shall terminate, all without delivery of any such Joinder instrument or performance of any act by any party, and all rights to the Collateral Agentshall revert to the Grantors. At the request and sole expense of any Grantor following any such termination, notice of which is hereby waived the Administrative Agent shall deliver to such Grantor any Collateral held by the GrantorsAdministrative Agent hereunder, each and execute and deliver to such Additional Grantor such documents as such Grantor shall be deemed a Grantor hereunder and shall be as fully a party hereto as if reasonably request to evidence such Additional Grantor were an original signatory heretotermination. Each Grantor expressly agrees that its obligations arising hereunder shall not be discharged, diminished or otherwise affected (a) by the addition or release of any other Grantor hereunder, (b) by If any failure by Holdings, the Company or any Grantor to cause any Domestic Guarantor Subsidiary to become an Additional Grantor hereunder or (c) by reason of the Collateral shall be sold, transferred or otherwise disposed of by any Grantor in a transaction permitted by the Credit Agreement, then the Administrative Agent’s , at the request and sole expense of such Grantor, shall execute and deliver to such Grantor all releases or any other documents reasonably necessary or desirable for the release of the other Secured Party’s actions in effectingLiens created hereby on such Collateral. At the request and sole expense of the Borrower, or failure to effect, any such Joinder, or in releasing any Grantor hereunder, in each case, without the necessity of giving notice to or obtaining the consent of any other Grantor. This Security Agreement a Subsidiary Guarantor shall be fully effective as released from its obligations hereunder in the event that all the Capital Stock of such Subsidiary Guarantor shall be sold, transferred or otherwise disposed of in a transaction permitted by the Credit Agreement; provided that the Borrower shall have delivered to the Administrative Agent, at least ten Business Days prior to the date of the proposed release, a written request for release identifying the relevant Subsidiary Guarantor and the terms of the sale or other disposition in reasonable detail, including the price thereof and any Grantor expenses in connection therewith, together with a certification by the Borrower stating that such transaction is or becomes a party hereto regardless of whether any in compliance with the Credit Agreement and the other Person becomes or fails to become or ceases to be a Grantor hereunder.Loan Documents. 8.16

Additional Grantors. Each Grantor acknowledges that, pursuant Pursuant to and in accordance with Section 3.12 6.11 of the IndentureCredit Agreement, Holdings is required to each Grantor shall cause (i) each wholly owned Material Domestic Guarantor Subsidiary created (other than any Excluded Subsidiary) formed or acquired or designated as a Restricted Subsidiary after the date hereof of this Security Agreement in accordance with the terms of the Credit Agreement and (ii) any wholly owned Material Domestic Subsidiary that was an Excluded Subsidiary but has ceased to become be an Excluded Subsidiary and is continuing as a party Restricted Subsidiary, to enter into this Security Agreement as a Subsidiary Party within sixty (60) days after such formation, acquisition or designation (or, in each case, such longer period as the Administrative Agent may agree in its reasonable discretion); for the avoidance of doubt, subject to the terms of the Credit Agreement, the Borrower may, in its sole discretion, cause any Parent Company or Restricted Subsidiary that is not required to join this Security Agreement to execute an instrument in substantially the form of Exhibit B hereto as an additional Grantor (each such Person, an “Additional Grantor”) by executing and delivering a Joinder Agreement (a “Joinder”) provided that in the case of any Parent Company or Restricted Subsidiary organized in a form foreign jurisdiction, (i) the Administrative Agent shall be reasonably satisfied with the jurisdiction of organization of such Parent Company or Restricted Subsidiary, (ii) the Administrative Agent shall have received at least two (2) Business Days prior to the effectiveness of such joinder all documentation and other information in respect of such Guarantor required under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and (iii) such Subsidiary shall guarantee the Obligations and grant a perfected lien on substantially all of its assets pursuant to arrangements reasonably agreed between the Administrative Agent and the Borrower, subject to customary limitations in such jurisdiction as may be reasonably agreed between the Administrative Agent and the Borrower, nothing in the definition of “Excluded Assets” or other limitations in this Security Agreement shall in any way limit or restrict the pledge of assets and property by any such Parent Company organized in a foreign jurisdiction or Foreign Subsidiary that is a Grantor or the pledge of the Equity Interests of such Foreign Subsidiary by any other Loan Party that holds such Equity Interests. Upon execution and delivery by the Collateral Agent along and such Subsidiary of an instrument in substantially the form of Exhibit B hereto, such Subsidiary shall become a Subsidiary Party and Grantor hereunder with any supplements the same force and effect as if originally named as a Subsidiary Party and Grantor herein. Upon execution and delivery by the Collateral Agent and a Parent Company of an instrument in substantially the form of Exhibit B hereto, such Parent Company shall be a Grantor hereunder with the same force and effect as if originally named as a Grantor hereunder. In the event a Successor Borrower or Successor Holdings is required pursuant to Section 7.03 of the Exhibits Credit Agreement to enter into this Security Agreement necessary to reflect additional Collateral provided by Agreement, upon execution of an instrument substantially in the Additional Grantor. Upon delivery form of any Exhibit B or such Joinder other form reasonably satisfactory to the Collateral Agent, notice of which is hereby waived by the Grantors, each such Additional Grantor Successor Borrower or Successor Holdings shall be deemed a Grantor hereunder and shall succeed to, be as fully a party hereto as if substituted for, and assume all of the obligations of the Borrower or Holdings, respectively. The execution and delivery of any such Additional Grantor were an original signatory hereto. Each Grantor expressly agrees that its obligations arising hereunder instrument shall not be discharged, diminished or otherwise affected (a) by the addition or release of any other Grantor hereunder, (b) by any failure by Holdings, the Company or any Grantor to cause any Domestic Guarantor Subsidiary to become an Additional Grantor hereunder or (c) by reason of the Collateral Agent’s or any of the other Secured Party’s actions in effecting, or failure to effect, any such Joinder, or in releasing any Grantor hereunder, in each case, without the necessity of giving notice to or obtaining require the consent of any other GrantorLoan Party hereunder. This Security Agreement The rights and obligations of each Loan Party hereunder shall be fully effective remain in full force and effect notwithstanding the addition of any new Loan Party as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunderthis Security Agreement.

Additional Grantors. Each Grantor acknowledges that, pursuant to Section 3.12 In accordance at all times with subsections 6.8A and 6.8D of the IndentureCredit Agreement, Holdings any Subsidiary of Company which is required to cause each Domestic Guarantor Subsidiary created or acquired after the date hereof to not a party hereto may become a party hereto as an additional Grantor (each such Persona Subsidiary Guarantor or as a Borrower, an “Additional Grantor”) respectively, by executing and delivering a Joinder Agreement Counterpart substantially in the form of Exhibit VI annexed hereto, whereupon such Subsidiary shall become (a “Joinder”i) in the case of a form reasonably required by Subsidiary which is not a party hereto and is the Collateral Agent along subject of subsection 6.8A of the Credit Agreement, a Grantor with any supplements the obligations and liabilities of a Subsidiary Guarantor hereunder, and (ii) in the case of a Subsidiary which becomes a Borrower under the Credit Agreement pursuant to subsection 6.8D thereof or otherwise, a Grantor with the Exhibits to this Security Agreement necessary to reflect additional Collateral provided by the Additional Grantorobligations and liabilities of a Borrower hereunder. Upon delivery of any such Joinder Counterpart to the Collateral AgentSecured Party, notice of which is hereby waived by the Grantors, each such Additional Grantor shall be deemed a Grantor hereunder and shall be as fully a party hereto as if such Additional Grantor were an original signatory hereto. Each Grantor expressly agrees that its obligations arising hereunder shall not be discharged, affected or diminished or otherwise affected (a) by the addition or release of any other Grantor hereunder, (b) nor by any failure by Holdings, the Company or any Grantor election of Collateral Agent not to cause any Domestic Guarantor Subsidiary of Company to become an Additional Grantor hereunder or (c) by reason of the Collateral Agent’s or any of the other Secured Party’s actions in effecting, or failure to effect, any such Joinder, or in releasing any Grantor hereunder, in each case, without the necessity of giving notice to or obtaining the consent of any other Grantor. This Security Agreement shall be fully effective as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder.

Additional Grantors. Each Grantor acknowledges thatIf the Debtor forms or otherwise acquires or has any Subsidiary, pursuant to Section 3.12 of the Indenture, Holdings is required to Debtor immediately will cause each Domestic Guarantor such Subsidiary created or acquired after the date hereof to become a party hereto as an additional Subsidiary Grantor pursuant to this Agreement. The Debtor will cause such Subsidiary immediately to (each such Person, an “Additional Grantor”a) by executing execute‌ and delivering deliver to the PMN Agent a Joinder Agreement (a “Joinder”) substantially in a the form reasonably required of Exhibit A, attached to this Agreement and incorporated into this Agreement by reference, which Joinder Agreement will be enforceable against such Subsidiary whether or not formally acknowledged or accepted by the Collateral PMN Agent along with any supplements to or the Exhibits Initial Member, and such Subsidiary thereafter, for all purposes (including for purposes of Section 3.1 of this Agreement), will be a party to this Security Agreement necessary and will have the same rights, benefits and obligations as a Subsidiary Grantor party to reflect additional Collateral provided by this Agreement on the Additional Grantor. Upon delivery Closing Date, and (b) without limiting the generality of any clause (a), execute and deliver such Joinder instruments (including UCC financing statements), and take such other actions, as are required to the Collateral Agent, notice comply with Section 8.10 of which is hereby waived by the Grantors, each this Agreement with respect to such Additional Subsidiary Grantor shall be deemed a Grantor hereunder and shall be as fully a party hereto as if such Additional Grantor were an original signatory heretoits assets. Each Grantor expressly agrees that its obligations arising hereunder shall pursuant to this Agreement will not be discharged, affected or diminished or otherwise affected (a) by the addition or release of any other Grantor hereunderpursuant to this Agreement, (b) nor by any failure by Holdings, election of the Company or any Grantor PMN Agent not to cause any Domestic Guarantor Subsidiary of the Debtor to become an Additional a Grantor hereunder or (c) by reason of the Collateral Agent’s or any of the other Secured Party’s actions in effecting, or failure pursuant to effect, any such Joinder, or in releasing any Grantor hereunder, in each case, without the necessity of giving notice to or obtaining the consent of any other Grantorthis Agreement. This Security Agreement shall will be fully effective as to any Grantor that is or becomes a party hereto to this Agreement regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunderpursuant to this Agreement.

Additional Grantors. Each Grantor acknowledges that, pursuant to Section 3.12 5.13 of the IndentureCredit Agreement, Holdings the Company and each other Loan Party is required to cause each Domestic Guarantor Material Subsidiary created or acquired after the date hereof Effective Date and any Subsidiary that otherwise becomes a Material Subsidiary after the Effective Date to become a party hereto as an additional Grantor (each such Person, an “"Additional Grantor”") by executing and delivering a Joinder Agreement (a “"Joinder”") substantially in a the form reasonably required by of Exhibit D to the Collateral Agent Credit Agreement along with any supplements to the Exhibits to this Security Agreement necessary to reflect additional Collateral provided by the Additional Grantor. Upon delivery of any such Joinder to the Collateral Administrative Agent, notice of which is hereby waived by the Grantors, each such Additional Grantor shall be deemed a Grantor hereunder and shall be as fully a party hereto as if such Additional Grantor were an original signatory hereto. Each Grantor expressly agrees that its obligations arising hereunder shall not be discharged, diminished or otherwise affected (a) by the addition or release of any other Grantor hereunder, (b) by any failure by Holdings, the Company or any Grantor to cause any Domestic Guarantor Subsidiary of the Company to become an Additional Grantor or a Grantor hereunder or (c) by reason of the Collateral Administrative Agent’s 's or any of the other Secured Party’s 's actions in effecting, or failure to effect, any such Joinder, or in releasing any Grantor hereunder, in each case, without the necessity of giving notice to or obtaining the consent of any other Grantor. This Security Agreement shall be fully effective as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder.

Additional Grantors. Each Grantor acknowledges that, pursuant to Section 3.12 of the Indenture, Holdings The Issuer is required to cause each Domestic Guarantor Subsidiary created or acquired after the date hereof certain Subsidiaries to become a party hereto Grantor in accordance with the terms of the Indenture under certain circumstances as an additional Grantor more fully outlined in Section 4.15 of the Indenture (each such PersonSubsidiary, an “Additional Grantor”) by executing ). In such event, the Issuer shall cause such Subsidiary to execute and delivering deliver a Joinder Agreement joinder agreement (a “Joinder”) substantially in a the form reasonably required by the Collateral Agent attached hereto as Annex 3, along with any supplements to the Exhibits to this Security Agreement necessary to reflect additional Collateral provided by the Additional Grantor. Upon delivery of any such Joinder to the Trustee and the Collateral Agent, notice of which is hereby waived by the Grantors, each such Additional Grantor shall be deemed a Grantor hereunder and shall be as fully a party hereto as if such Additional Grantor were an original signatory hereto. Each Grantor expressly agrees that its obligations arising hereunder shall not be discharged, diminished or otherwise affected (a) by the addition or release of any other Grantor hereunder, (b) by any failure by Holdings, the Company Issuer or any other Grantor to cause any Domestic Guarantor Subsidiary of the Issuer to become an Additional Grantor or a Grantor hereunder or (c) by reason of the Trustee’s, the Collateral Agent’s or any of the other Secured Party’s actions in effecting, or failure to effect, any such Joinder, or in releasing any Grantor hereunder, in each case, without the necessity of giving notice to or obtaining the consent of any other Grantor. This Security Agreement shall be fully effective as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder.

Additional Grantors. Each Grantor acknowledges that, pursuant to Section 3.12 In accordance at all times with subsections 6.8A and 6.8E of the IndentureCredit Agreement, Holdings any Subsidiary of Company which is required to cause each Domestic Guarantor Subsidiary created or acquired after the date hereof to not a party hereto may become a party hereto as an additional Grantor (each such Persona Subsidiary Guarantor or as a Borrower, an “Additional Grantor”) respectively, by executing and delivering a Joinder Agreement Counterpart substantially in the form of Exhibit VI annexed hereto, whereupon such Subsidiary shall become (a “Joinder”i) in the case of a form reasonably required by Subsidiary which is not a party hereto and is the Collateral Agent along subject of subsection 6.8A of the Credit Agreement, a Grantor with any supplements the obligations and liabilities of a Subsidiary Guarantor hereunder, and (ii) in the case of a Subsidiary which becomes a Borrower under the Credit Agreement pursuant to subsection 6.8E thereof or otherwise, a Grantor with the Exhibits to this Security Agreement necessary to reflect additional Collateral provided by the Additional Grantorobligations and liabilities of a Borrower hereunder. Upon delivery of any such Joinder Counterpart to the Collateral AgentSecured Party, notice of which is hereby waived by the Grantors, each such Additional Grantor shall be deemed a Grantor hereunder and shall be as fully a party hereto as if such Additional Grantor were an original signatory hereto. Each Grantor expressly agrees that its obligations arising hereunder shall not be discharged, affected or diminished or otherwise affected (a) by the addition or release of any other Grantor hereunder, (b) nor by any failure by Holdings, the Company or any Grantor election of Administrative Agent not to cause any Domestic Guarantor Subsidiary of Company to become an Additional Grantor hereunder or (c) by reason of the Collateral Agent’s or any of the other Secured Party’s actions in effecting, or failure to effect, any such Joinder, or in releasing any Grantor hereunder, in each case, without the necessity of giving notice to or obtaining the consent of any other Grantor. This Security Agreement shall be fully effective as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder.

Additional Grantors. Each It is understood and agreed that any Person that has become a Grantor acknowledges that, pursuant to Section 3.12 of under the Indenture, Holdings is required to cause each Domestic Guarantor Subsidiary created or acquired Security Agreement after the date hereof pursuant to the requirements of the Credit Agreement or any other Credit Document shall become a party hereto as an additional Grantor hereunder by (each such Person, an “Additional Grantor”x) by executing a counterpart hereof and delivering a Joinder Agreement (a “Joinder”) in a form reasonably required by the Collateral Agent along with any supplements to the Exhibits to this Security Agreement necessary to reflect additional Collateral provided by the Additional Grantor. Upon delivery of any such Joinder same to the Collateral Agent, notice of which or by executing an assumption agreement in form and substance satisfactory to the Collateral Agent, (y) delivering a supplement to Annex A as is hereby waived necessary to cause such Annex to be complete and accurate with respect to such additional Grantor on such date and (z) taking all actions as specified in the Security Agreement, the Credit Agreement and this Agreement as would have been taken by the Grantors, each such Additional Grantor shall be deemed a Grantor hereunder and shall be as fully a party hereto as if such Additional Grantor were had it been an original signatory hereto. Each Grantor expressly agrees that its obligations arising hereunder shall not party to this Agreement on the Effective Date, in each case with all documents required above to be discharged, diminished or otherwise affected (a) by delivered to the addition or release of any other Grantor hereunder, (b) by any failure by Holdings, Collateral Agent and with all documents and actions required above to be taken to the Company or any Grantor to cause any Domestic Guarantor Subsidiary to become an Additional Grantor hereunder or (c) by reason reasonable satisfaction of the Collateral Agent and the Administrative Agent. Following the termination of a Grantor’s status as a Designated Subsidiary Borrower pursuant to a Termination Letter in accordance with Section 1.13 of the Credit Agreement and so long as no Letters of Credit issued on behalf of such Designated Subsidiary Borrower (or any Unpaid Drawings in respect thereof) are outstanding and all interest, fees and other Obligations payable by such Designated Subsidiary Borrower have been paid in full, the Collateral Agent, at the request and expense of the other Secured Party’s actions Parent Borrower, will promptly execute and deliver to the Parent Borrower any documents of release and/or authorize the filing of a proper instrument or instruments (including a release of all Liens granted by such Designated Subsidiary Borrower hereunder and Uniform Commercial Code terminations statements on form UCC-3 reflecting the same) reasonably requested by the Parent Borrower acknowledging the release of such Grantor, and will duly assign, transfer and deliver to such Grantor (without recourse and without any representation or warranty) such of the Collateral of such Grantor as may be in effecting, the possession of the Collateral Agent or failure Custodian and as has not theretofore been sold or otherwise applied or released pursuant to effect, any such Joinder, this Agreement or in releasing any Grantor hereunder, in each case, without the necessity of giving notice to or obtaining the consent of any other Grantor. This Security Agreement shall be fully effective as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunderAgreement.

Additional Grantors. Each Grantor acknowledges that, pursuant From time to Section 3.12 of the Indenture, Holdings is required time subsequent to cause each Domestic Guarantor Subsidiary created or acquired after the date hereof to hereof, additional Persons may become a party parties hereto as an additional Grantor Grantors (each such Personeach, an “Additional Grantor”) ), by executing and delivering a Joinder Agreement (a “Joinder”) in a form reasonably required by the Collateral Agent along with any supplements Supplement to the Exhibits to this Pledge and Security Agreement necessary to reflect additional Collateral provided by the Additional GrantorAgreement. Upon delivery of any such Joinder Supplement to the Pledge and Security Agreement in substantially the form of Exhibit G hereto to the Revolving Collateral Agent, notice of which is hereby waived by the Grantors, each such Additional Grantor shall be deemed a Grantor hereunder and shall be as fully a party hereto as if such Additional Grantor were an original signatory hereto. Each Grantor expressly agrees that its obligations arising hereunder shall not be discharged, affected or diminished or otherwise affected (a) by the addition or release of any other Grantor hereunder, (b) nor by any failure by Holdings, the Company or any Grantor election of Revolving Collateral Agent not to cause any Domestic Guarantor Restricted Subsidiary of the Borrower to become an Additional Grantor hereunder or (c) by reason of the Collateral Agent’s or any of the other Secured Party’s actions in effecting, or failure to effect, any such Joinder, or in releasing any Grantor hereunder, in each case, without the necessity of giving notice to or obtaining the consent of any other Grantor. This Security Agreement shall be fully effective as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder. Any Additional Grantor shall, substantially contemporaneously with its execution and delivery of a Supplement to Pledge and Security Agreement, execute an acknowledgment to the Intercreditor Agreement in substantially the form attached to the Intercreditor Agreement and deliver such acknowledgement(s) to the Revolving Collateral Agent.

Additional Grantors. Each Such Grantor acknowledges that, pursuant to Section 3.12 4.15 of the Indenture, Holdings the Issuer is required to cause each Domestic Guarantor Subsidiary created or acquired after Person which becomes a guarantor under the date hereof Indenture by executing and delivering a Supplemental Indenture substantially in the form of Exhibit D to the Indenture to become a party hereto as an additional Grantor (each such Person, an “Additional Grantor”) by executing and delivering a Joinder Agreement (a “Joinder”) substantially in a the form reasonably required by the Collateral Agent attached hereto as Annex 2, along with any supplements to the Exhibits to this Security Agreement necessary to reflect additional Collateral provided by the Additional Grantor. Upon delivery of any such Joinder to the Trustee and the Collateral Agent, notice of which is hereby waived by the Grantors, each such Additional Grantor shall be deemed a Grantor hereunder and shall be as fully a party hereto as if such Additional Grantor were an original signatory hereto. Each Grantor expressly agrees that its obligations arising hereunder shall not be discharged, diminished or otherwise affected (a) by the addition or release of any other Grantor hereunder, (b) by any failure by Holdings, the Company or any Grantor to cause any Domestic Guarantor Subsidiary of the Company to become an Additional Grantor or a Grantor hereunder or (c) by reason of the Trustee’s, the Collateral Agent’s or any of the other Secured Party’s actions in effecting, or failure to effect, any such Joinder, or in releasing any Grantor hereunder, in each case, without the necessity of giving notice to or obtaining the consent of any other Grantor. Concurrently with the delivery of a Joinder as contemplated above, each Additional Grantor shall deliver an Acknowledgment to each of the Interceditor Agreements acknowledging receipt of a copy of same. This Security Agreement shall be fully effective as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder.

Additional Grantors. Each Grantor acknowledges that, pursuant to Section 3.12 5.14 of the IndentureCredit Agreement, Holdings the Borrower is required to cause each Domestic Guarantor Subsidiary created Person which becomes a direct or acquired after indirect domestic subsidiary of the date hereof Borrower (other than Immaterial Subsidiaries, Excluded Subsidiaries and Restricted Captive Insurance Company Subsidiaries) to become a party hereto as an additional Grantor (each such Person, an “Additional Grantor”) by executing an Instrument of Assumption and delivering a Joinder Agreement (a “Joinder”) substantially in a the form reasonably required by the Collateral Agent along with any supplements of Exhibit H to the Exhibits to this Security Agreement necessary to reflect additional Collateral provided by the Additional GrantorCredit Agreement. Upon delivery of any such Joinder to the Collateral Agent, notice of which is hereby waived by the Grantors, each such Additional Grantor shall be deemed a Grantor hereunder and shall be as fully a party hereto as if such Additional Grantor were an original signatory hereto. Each Grantor expressly agrees that its obligations arising hereunder shall not be discharged, diminished or otherwise affected (a) by the addition or release of any other Grantor hereunder, (b) by any failure by Holdings, the Company Borrower or any Grantor to cause any Domestic Guarantor Subsidiary of the Borrower to become an Additional Grantor or a Grantor hereunder or (c) by reason of the Collateral Agent’s or any of the other Second Priority Secured Party’s Parties’ actions in effecting, or failure to effect, any such Joinder, or in releasing any Grantor hereunder, in each case, case without the necessity of giving notice to or obtaining the consent of any other Grantor. This Security Agreement shall be fully effective as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder.

Additional Grantors. Each Grantor acknowledges that, pursuant to Section 3.12 5.15 of the IndentureCredit Agreement, Holdings the Company and each other Loan Party is required to cause each Domestic Guarantor Material Subsidiary created or acquired after the date hereof Effective Date and any Subsidiary that otherwise becomes a Material Subsidiary after the Effective Date to become a party hereto as an additional Grantor (each such Person, an “Additional Grantor”) by executing and delivering a Joinder Agreement (a “Joinder”) substantially in a the form reasonably required by of Exhibit E to the Collateral Agent Credit Agreement along with any supplements to the Exhibits to this Security Agreement necessary to reflect additional Collateral provided by the Additional Grantor. Upon delivery of any such Joinder to the Collateral Administrative Agent, notice of which is hereby waived by the Grantors, each such Additional Grantor shall be deemed a Grantor hereunder and shall be as fully a party hereto as if such Additional Grantor were an original signatory hereto. Each Grantor expressly agrees that its obligations arising hereunder shall not be discharged, diminished or otherwise affected (a) by the addition or release of any other Grantor hereunder, (b) by any failure by Holdings, the Company or any Grantor to cause any Domestic Guarantor Subsidiary of the Company to become an Additional Grantor or a Grantor hereunder or (c) by reason of the Collateral Administrative Agent’s or any of the other Secured Party’s actions in effecting, or failure to effect, any such Joinder, or in releasing any Grantor hereunder, in each case, without the necessity of giving notice to or obtaining the consent of any other Grantor. This Security Agreement shall be fully effective as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder.

Additional Grantors. Each Grantor acknowledges that, pursuant to Section 3.12 of the Indenture, Holdings is required to shall cause each Domestic Guarantor Subsidiary created of such Grantor including any Person that shall any time become a Domestic Subsidiary of such Grantor, within fifteen (15) days (or acquired after such longer period as the date hereof Lender may agree) of such Domestic Subsidiary becoming a Subsidiary of such Grantor, to become a party hereto as an additional Grantor (each such Person, an “Additional Grantor”) or to a similar security agreement, as appropriate, by executing and delivering an Additional Grantor Joinder in substantially the form of Annex A attached hereto and comply with the provisions hereof applicable to the Grantors or by signing a Joinder Agreement (similar security agreement. If the Additional Grantor becomes a “Joinder”) in a form reasonably required by party hereto, concurrent therewith, the Collateral Agent along with any Additional Grantor shall deliver supplements to all Schedules to (or referred to in) this Agreement, as applicable, which supplements shall modify, the Exhibits to this Security Agreement necessary to reflect additional Collateral provided by Schedules then in effect. The Additional Grantor shall also deliver such customary opinions of counsel, authorizing resolutions, good standing certificates incumbency certificates, organizational documents, financing statements and other information and documentation as the Additional GrantorLender may reasonably request. Upon delivery of any such Joinder the foregoing to the Collateral AgentLender, notice of which is hereby waived by the Grantors, each such Additional Grantor shall be deemed and become a Grantor hereunder party to this Agreement with the same rights and shall be obligations as the Grantors, for all purposes hereof as fully a party hereto and to the same extent as if such Additional Grantor it were an original signatory hereto. Each Grantor expressly agrees that its obligations arising hereunder hereto and shall not be dischargeddeemed to have made the representations, diminished or otherwise affected (a) by warranties and covenants set forth herein as of the addition or release date of any other Grantor hereunder, (b) by any failure by Holdings, the Company or any Grantor to cause any Domestic Guarantor Subsidiary to become an execution and delivery of such Additional Grantor hereunder or (c) by reason Joinder and thereafter at any time that such representations and covenants must be restated pursuant to the terms of the Collateral Agent’s or any of Loan Documents, and all references herein to the other Secured Party’s actions in effecting, or failure to effect, any such Joinder, or in releasing any Grantor hereunder, in each case, without the necessity of giving notice to or obtaining the consent of any other Grantor. This Security Agreement “Grantors” shall be fully effective as deemed to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunderinclude each Additional Grantor.

Additional Grantors. Each It is understood and agreed that any Person that desires to become a Grantor acknowledges thathereunder, pursuant to Section 3.12 of the Indenture, Holdings or is required to cause each Domestic Guarantor Subsidiary created or acquired execute a counterpart of this Agreement after the date hereof pursuant to the requirements of the Credit Agreement or any other Credit Document, shall become a party hereto as an additional Grantor hereunder by (each such Person, an “Additional Grantor”x) by executing a counterpart hereof and delivering a Joinder Agreement (a “Joinder”) in a form reasonably required by the Collateral Agent along with any supplements to the Exhibits to this Security Agreement necessary to reflect additional Collateral provided by the Additional Grantor. Upon delivery of any such Joinder same to the Collateral Agent, notice or by executing an assumption agreement in form and substance reasonably satisfactory to the Collateral Agent, (y) delivering supplements to Annex A as are necessary to cause such Annex to be complete and accurate with respect to such additional Grantor on such date and (z) taking all actions as specified in (i) this Agreement (including, without limitation, the establishment of which is hereby waived the appropriate Collateral Accounts with the Custodian in accordance with Section 4.02) and (ii) Section 1.13 of the Credit Agreement, as would have been taken by the Grantors, each such Additional Grantor shall be deemed a Grantor hereunder and shall be as fully a party hereto as if such Additional Grantor were had it been an original signatory hereto. Each Grantor expressly agrees that its obligations arising hereunder shall not party to the Credit Agreement and this Agreement, in each case with all documents required above to be discharged, diminished or otherwise affected (a) by delivered to the addition or release of any other Grantor hereunder, (b) by any failure by Holdings, Collateral Agent and with all documents and actions required above to be taken to the Company or any Grantor to cause any Domestic Guarantor Subsidiary to become an Additional Grantor hereunder or (c) by reason reasonable satisfaction of the Collateral Agent. Following the termination of a Grantor’s status as a Designated Subsidiary Borrower pursuant to a Termination Letter in accordance with Section 1.13 of the Credit Agreement and so long as no Letters of Credit issued on behalf of such Designated Subsidiary Borrower (or any Unpaid Drawings in respect thereof) are outstanding and all interest, fees and other Obligations payable by such Designated Subsidiary Borrower have been paid in full, the Collateral Agent, at the request and expense of the other Secured Party’s actions Parent Borrower, will promptly execute and deliver to the Parent Borrower any documents of release and/or authorize the filing of a proper instrument or instruments (including a release of all Liens granted by such Designated Subsidiary Borrower hereunder and Uniform Commercial Code terminations statements on form UCC-3 reflecting the same) reasonably requested by the Parent Borrower acknowledging the release of such Grantor, and will duly assign, transfer and deliver to such Grantor (without recourse and without any representation or warranty) such of the Collateral of such Grantor as may be in effecting, the possession of the Collateral Agent or failure Custodian and as has not theretofore been sold or otherwise applied or released pursuant to effect, any such Joinder, or in releasing any Grantor hereunder, in each case, without the necessity of giving notice to or obtaining the consent of any other Grantor. This Security Agreement shall be fully effective as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunderthis Agreement.

Additional Grantors. Each Grantor acknowledges that, pursuant Pursuant to and in accordance with Section 3.12 6.11 of the IndentureCredit Agreement, Holdings is required to each Grantor shall cause (i) each wholly owned Material Domestic Guarantor Subsidiary created (other than any Excluded Subsidiary) formed or acquired after the date hereof to become a party hereto as an additional Grantor (each such Person, an “Additional Grantor”) by executing and delivering a Joinder Agreement (a “Joinder”) in a form reasonably required by the Collateral Agent along with any supplements to the Exhibits to of this Security Agreement necessary to reflect additional Collateral provided by in accordance with the Additional Grantor. Upon delivery of any such Joinder to the Collateral Agent, notice of which is hereby waived by the Grantors, each such Additional Grantor shall be deemed a Grantor hereunder and shall be as fully a party hereto as if such Additional Grantor were an original signatory hereto. Each Grantor expressly agrees that its obligations arising hereunder shall not be discharged, diminished or otherwise affected (a) by the addition or release of any other Grantor hereunder, (b) by any failure by Holdings, the Company or any Grantor to cause any Domestic Guarantor Subsidiary to become an Additional Grantor hereunder or (c) by reason terms of the Collateral Agent’s Credit Agreement and (ii) any wholly owned Material Domestic Subsidiary that was an Excluded Subsidiary but has ceased to be an Excluded Subsidiary, to enter into this Security Agreement as a Subsidiary Party within sixty (60) days after such formation, acquisition or any of the other Secured Party’s actions in effecting, or failure to effect, any such Joinder, or in releasing any Grantor hereunderdesignation (or, in each case, without such longer period as the necessity Administrative Agent may agree in its reasonable discretion). Subject to the Excluded Subsidiary Joinder Exception, the Borrower may, in its sole discretion, cause any Parent Company or Subsidiary that is not required to join this Security Agreement to execute an instrument in substantially the form of giving notice Exhibit B hereto; provided that, to or obtaining the extent any Foreign Subsidiary is joined pursuant to the Excluded Subsidiary Joinder Exception, any requirements under this Agreement as applied to such Foreign Subsidiary (solely to the extent any such provision would not otherwise have applied in respect of such Foreign Subsidiary if it were a Subsidiary that did not constitute a Grantor) may be modified (including with respect to the addition of customary limitations for syndicated loans applicable to the provision of guarantees and collateral in the applicable non-U.S. jurisdiction) as reasonably determined by the Borrower and the Collateral Agent. Upon execution and delivery by the Collateral Agent and such Subsidiary of an instrument in substantially the form of Exhibit B hereto, such Subsidiary shall become a Subsidiary Party and Grantor hereunder with the same force and effect as if originally named as a Subsidiary Party and Grantor herein. Upon execution and delivery by the Collateral Agent and a Parent Company of an instrument in substantially the form of Exhibit B hereto, such Parent Company shall be a Grantor hereunder with the same force and effect as if originally named as a Grantor hereunder. The execution and delivery of any such instrument shall not require the consent of any other GrantorLoan Party hereunder. This Security Agreement The rights and obligations of each Loan Party hereunder shall be fully effective remain in full force and effect notwithstanding the addition of any new Loan Party as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunderthis Security Agreement.

Additional Grantors. Each Grantor acknowledges that, pursuant to Section 3.12 5.14 of the IndentureCredit Agreement, Holdings the Company and each other Loan Party is required to cause each Domestic Guarantor Material Subsidiary created or acquired after the date hereof Effective Date and any Subsidiary that otherwise becomes a Material Subsidiary after the Effective Date to become a party hereto as an additional Grantor (each such Person, an “"Additional Grantor”") by executing and delivering a Joinder Agreement (a “"Joinder”") substantially in a the form reasonably required by of Exhibit D to the Collateral Agent Credit Agreement along with any supplements to the Exhibits to this Security Agreement necessary to reflect additional Collateral provided by the Additional Grantor. Upon delivery of any such Joinder to the Collateral Administrative Agent, notice of which is hereby waived by the Grantors, each such Additional Grantor shall be deemed a Grantor hereunder and shall be as fully a party hereto as if such Additional Grantor were an original signatory hereto. Each Grantor expressly agrees that its obligations arising hereunder shall not be discharged, diminished or otherwise affected (a) by the addition or release of any other Grantor hereunder, (b) by any failure by Holdings, the Company or any Grantor to cause any Domestic Guarantor Subsidiary of the Company to become an Additional Grantor or a Grantor hereunder or (c) by reason of the Collateral Administrative Agent’s 's or any of the other Secured Party’s 's actions in effecting, or failure to effect, any such Joinder, or in releasing any Grantor hereunder, in each case, without the necessity of giving notice to or obtaining the consent of any other Grantor. This Security Agreement shall be fully effective as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder.

Additional Grantors. Each Grantor acknowledges thatFrom and after such time as the negative covenants with respect to the Incurrence of Debt and Liens in the Existing Notes Indenture is no longer in effect, pursuant to Section 3.12 the Issuer shall cause each new Domestic Subsidiary of the Indenture, Holdings is required to cause each Domestic Issuer (other than an Unrestricted Subsidiary) that (i) guarantees any Credit Facility of the Issuer or a Subsidiary Guarantor Subsidiary created or acquired after (ii) Incurs any Debt for borrowed money in excess of $5.0 million within thirty (30) days of the date hereof events described in clauses (i) and (ii) above to become a party hereto as an additional Grantor (each such Person, an “Additional Grantor”) or to a similar security agreement, as appropriate, by executing and delivering a an Additional Grantor Joinder Agreement in substantially the form of Annex A attached hereto (a an “Additional Grantor Joinder”) and a Perfection Certificate, and comply with the provisions hereof applicable to the Grantors; provided that to the extent that (x) a Domestic Subsidiary is subject to any instrument governing Acquired Debt, as in effect at the time of acquisition thereof, that prohibits such Domestic Subsidiary from issuing a form Note Guarantee under the Indenture or (y) a Domestic Subsidiary is prohibited by law from guaranteeing the Notes or would experience adverse regulatory consequences as a result of guaranteeing the Notes, then such Domestic Subsidiary shall not be required to guarantee the Notes or enter into a joinder to this Agreement or similar security agreement until such time as it is permitted to do so pursuant to the terms of such Acquired Debt or such legal or regulatory limitations. The Additional Grantor shall also deliver such opinions of counsel, authorizing resolutions, good standing certificates, incumbency certificates, organizational documents, financing statements and other information and documentation as is reasonably required by necessary or appropriate in order to create, perfect, preserve or protect the Liens of the Collateral Agent along with any supplements to in the Exhibits to this Security Agreement necessary to reflect additional Collateral provided by the of such Additional Grantor. Upon delivery of any such Joinder the foregoing to the Collateral Agent, notice of which is hereby waived by the Grantors, each such Additional Grantor shall be deemed and become a Grantor hereunder party to this Agreement with the same rights and shall be obligations as the Grantors, for all purposes hereof as fully a party hereto and to the same extent as if such Additional Grantor it were an original signatory heretohereto and shall be deemed to have made the representations, warranties and covenants set forth herein as of the date of execution and delivery of such Additional Grantor Joinder and thereafter at any time that such representations and covenants must be restated pursuant to the terms of the Security Documents, and all references herein to the “Grantors” shall be deemed to include each Additional Grantor. Each The execution and delivery of such Additional Grantor expressly agrees that its obligations arising hereunder Joinder shall not be discharged, diminished or otherwise affected (a) by the addition or release of any other Grantor hereunder, (b) by any failure by Holdings, the Company or any Grantor to cause any Domestic Guarantor Subsidiary to become an Additional Grantor hereunder or (c) by reason of the Collateral Agent’s or any of the other Secured Party’s actions in effecting, or failure to effect, any such Joinder, or in releasing any Grantor hereunder, in each case, without the necessity of giving notice to or obtaining require the consent of any other GrantorGrantor hereunder. This Security Agreement The rights and obligations of each Grantor hereunder shall be fully effective remain in full force and effect notwithstanding the addition of any new Grantor as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunderthis Agreement.

Additional Grantors. Each Grantor acknowledges that, pursuant to Section 3.12 5.12 of the IndentureCredit Agreement, Holdings the Borrower is required to cause each Domestic Guarantor Person which becomes a domestic Subsidiary created of the Borrower or acquired after the date hereof any Grantor to become a party hereto as an additional Grantor (each such Person, an “"Additional Grantor”") by executing an Instrument of Assumption and delivering a Joinder Agreement (a “"Joinder”") substantially in a the form reasonably required by the Collateral Agent along with any supplements of Exhibit K attached to the Exhibits to this Security Agreement necessary to reflect additional Collateral provided by the Additional GrantorCredit Agreement. Upon delivery of any such Joinder to the Administrative Agent or the Collateral Agent, as the case may be, notice of which is hereby waived by the Grantors, each such Additional Grantor shall be deemed a Grantor hereunder and shall be as fully a party hereto as if such Additional Grantor were an original signatory hereto. Each Grantor expressly agrees that its obligations arising hereunder shall not be discharged, diminished or otherwise affected (a) by the addition or release of any other Grantor hereunder, (b) by any failure by Holdings, the Company Borrower or any Grantor to cause any Domestic Guarantor Subsidiary to become an Additional Grantor or a Grantor hereunder or (c) by reason of the Collateral Agent’s 's or any of the other Secured Party’s Parties' actions in effecting, or failure to effect, any such Joinder, or in releasing any Grantor hereunder, in each case, case without the necessity of giving notice to or obtaining the consent of any other Grantor. This Security Agreement shall be fully effective as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder.

Additional Grantors. Each Grantor acknowledges that, pursuant to Section 3.12 Any Affiliate of the Indenture, Holdings is required to cause each Domestic Guarantor Subsidiary created or acquired after the date hereof to Company may become a party hereto as an additional Grantor (each such PersonAffiliate of the Company, an “Additional Grantor”) by executing and delivering a an Instrument of Assumption and Joinder Agreement (a “Joinder”) in a form reasonably required by the Collateral Agent along with any supplements to the Exhibits to this Security Agreement necessary to reflect additional Collateral provided by the Additional Grantor. Upon the due execution and delivery of any such Instrument of Assumption and Joinder to the Collateral Agent, notice of which is hereby waived by the Grantors, each such Additional Grantor shall be deemed a Grantor hereunder and shall be as fully a party hereto as if such Additional Grantor were an original signatory hereto. Each Grantor expressly agrees that its obligations arising hereunder shall not be discharged, diminished or otherwise affected (a) by the addition or release of any other Grantor hereunder, (b) by any failure by Holdings, the Company or any Grantor to cause any Domestic Guarantor Subsidiary of the Company to become an Additional Grantor or a Grantor hereunder or (c) by reason of the Collateral Agent’s or any of the other Secured Party’s Parties’ actions in effecting, or failure to effect, any such Instrument of Assumption and Joinder, or in releasing any Grantor hereunder, in each case, without the necessity of giving notice to or obtaining the consent of any other Grantor. This Security Agreement shall be fully effective as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder.

Additional Grantors. Each Grantor acknowledges thatThe initial Grantors hereunder shall ------------------- be WMT, pursuant STG, SMS, INET, SDI, SII, and SDS. From time to Section 3.12 of the Indenture, Holdings is required to cause each Domestic Guarantor Subsidiary created or acquired time after the date hereof to hereof, additional Subsidiaries of the Obligors may become Guarantors under the Note Purchase Agreement in accordance with Section 6.17 of the Note Purchase Agreement. Such additional Subsidiaries (each, an "ADDITIONAL GRANTOR") shall become a party hereto as an additional Grantor (each such Person, an “Additional Grantor”) to this Guarantor Security and Pledge Agreement by executing and delivering a Joinder Agreement (a “Joinder”) in a form reasonably required by the Collateral Agent along with any supplements to the Exhibits to counterpart of this Security Agreement necessary to reflect additional Collateral provided by the Additional GrantorAgreement. Upon delivery of any such Joinder counterpart to the Collateral Agent, notice of which is hereby waived by the other Grantors, each such Additional Grantor shall be deemed a Grantor hereunder and shall be as fully a party hereto as if such Additional Grantor were an original signatory hereof. Each Additional Grantor shall deliver at the time of delivery of such counterpart additional schedules hereto, and deliver or cause to be delivered such Pledged Collateral, Acknowledgments and Powers, which are necessary to make its representations and warranties made herein true and correct, together with any other documents which the Agent may reasonably request. Each Grantor expressly agrees that its obligations arising hereunder shall not be discharged, affected or diminished or otherwise affected (a) by the addition or release of any other Grantor hereunder, (b) nor by any failure by Holdings, election of the Company Agent or any Grantor the Holders not to cause any Domestic Guarantor Subsidiary of any Obligor to become an Additional Grantor hereunder or (c) by reason of the Collateral Agent’s or any of the other Secured Party’s actions in effecting, or failure to effect, any such Joinder, or in releasing any Grantor hereunder, in each case, without the necessity of giving notice to or obtaining the consent of any other Grantor. This Security Agreement shall be fully effective as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder.

Additional Grantors. Each Grantor acknowledges that, pursuant to Section 3.12 of the IndentureIndenture and Section 5.10 of the Term Loan Credit Agreement, Holdings the Company is required to cause each Domestic Guarantor Subsidiary created or acquired after certain Subsidiaries not Grantors on the date hereof to become a party parties hereto as an additional Grantor Grantors (each such Person, an “Additional Grantor”) by executing and delivering a Joinder Agreement (a “Joinder”) in a form reasonably required by the Collateral Agent along with any supplements to the Exhibits to this Security Agreement necessary to reflect additional Collateral provided by the Additional Grantor. Upon delivery of any such Joinder to the Collateral Agent, notice of which is hereby waived by the Grantors, each such Additional Grantor shall be deemed a Grantor hereunder and shall be as fully a party hereto as if such Additional Grantor were an original signatory hereto. Each Grantor expressly agrees that its obligations arising hereunder shall not be discharged, diminished or otherwise affected (a) by the addition or release of any other Grantor hereunder, (b) by any failure by Holdings, the Company or any Grantor to cause any Domestic Guarantor Subsidiary of the Company to become an Additional Grantor or a Grantor hereunder or (c) by reason of the Collateral Agent’s or any of the other Secured Party’s actions in effecting, or failure to effect, any such Joinder, or in releasing any Grantor hereunder, in each case, without the necessity of giving notice to or obtaining the consent of any other Grantor. This Security Agreement shall be fully effective as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder.

Additional Grantors. Each Grantor acknowledges that, pursuant to each subsequently acquired or organized Domestic Subsidiary required by Section 3.12 4.20 of the Indenture, Holdings is required to cause Indenture and any equivalent provision of each Domestic Guarantor Subsidiary created or acquired after the date hereof Additional Pari Passu Agreement to become a party hereto as an additional Grantor (each such PersonDomestic Subsidiary, an “Additional Grantor”) by executing shall execute an Instrument of Assumption and delivering a Joinder Agreement (a “Joinder”) substantially in a the form reasonably required by the Collateral Agent along with any supplements to the Exhibits to this Security Agreement necessary to reflect additional Collateral provided by the Additional Grantor. attached hereto as Exhibit A. Upon delivery of any such Joinder to the Collateral Agent, notice of which is hereby waived by the Grantors, each such Additional Grantor shall be deemed a Grantor hereunder and shall be as fully a party hereto as if such Additional Grantor were an original signatory hereto. Each Grantor expressly agrees that its obligations arising hereunder shall not be discharged, diminished or otherwise affected (a) by the addition or release of any other Grantor hereunder, (b) by any failure by Holdings, the Company Grantors or any Grantor to cause any subsequently acquired or organized Domestic Guarantor Subsidiary required by Section 4.20 of the Indenture or any equivalent provision of each Additional Pari Passu Agreement to become an Additional Grantor or a Grantor hereunder or (c) by reason of the Collateral Agent’s Agent or any of the other Secured Party’s Parties’ actions in effecting, or failure to effect, any such Joinder, or in releasing any Grantor hereunder, in each case, case without the necessity of giving notice to or obtaining the consent of any other Grantor. This Security Agreement shall be fully effective as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder.

Additional Grantors. Each Grantor acknowledges that, pursuant to Section 3.12 5.14 of the IndentureCredit Agreement, Holdings the Borrower is required to cause each Domestic Guarantor Subsidiary created Person which becomes a direct or acquired after indirect domestic subsidiary of the date hereof Borrower (other than Immaterial Subsidiaries, Excluded Subsidiaries and Restricted Captive Insurance Company Subsidiaries) to become a party hereto as an additional Grantor (each such Person, an “Additional Grantor”) by executing an Instrument of Assumption and delivering a Joinder Agreement (a “Joinder”) substantially in a the form reasonably required by the Collateral Agent along with any supplements of Exhibit H to the Exhibits to this Security Agreement necessary to reflect additional Collateral provided by the Additional GrantorCredit Agreement. Upon delivery of any such Joinder to the Collateral Agent, notice of which is hereby waived by the Grantors, each such Additional Grantor shall be deemed a Grantor hereunder and shall be as fully a party hereto as if such Additional Grantor were an original signatory hereto. Each Grantor expressly agrees that its obligations arising hereunder shall not be discharged, diminished or otherwise affected (a) by the addition or release of any other Grantor hereunder, (b) by any failure by Holdings, the Company Borrower or any Grantor to cause any Domestic Guarantor Subsidiary of the Borrower to become an Additional Grantor or a Grantor hereunder or (c) by reason of the Collateral Agent’s or any of the other First Priority Secured Party’s Parties’ actions in effecting, or failure to effect, any such Joinder, or in releasing any Grantor hereunder, in each case, case without the necessity of giving notice to or obtaining the consent of any other Grantor. This Security Agreement shall be fully effective as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder.

Additional Grantors. Each Grantor acknowledges thatThe parties hereto agree that in certain events described in the Common Agreement, pursuant entities different from the initial Grantors hereunder that are subsidiaries of MM may be obligated to Section 3.12 transfer assets to the Trust. In any such event, any such entity will be obligated to execute and deliver to the Trustee and the Shared Payment and Collateral Agent a letter of adherence substantially in the Indenture, Holdings is required to cause each Domestic Guarantor Subsidiary created or acquired after the date hereof to become a party form attached hereto as an additional Grantor Exhibit M and, to the extent the Shared Payment and Collateral Agent notifies such entity, within the 20 (each such Person, an “Additional Grantor”twenty) by executing and delivering a Joinder Agreement (a “Joinder”) in a form reasonably required Business Days after receipt by the Trustee and the Shared Payment and Collateral Agent along with any supplements to the Exhibits to this Security Agreement necessary to reflect additional Collateral provided by the Additional Grantor. Upon delivery of any such Joinder notices, the respective entities will perfect the transfer of their assets to the Trust by means of the execution and registration of a supplement to this Agreement. The abovementioned supplement will be granted before a notary public by the respective entity and the Trustee and must be registered in the respective public registries as set forth in Clause Second (e) above. The entity will be liable for the registration of the respective supplement hereto in the applicable public registries as set forth in Clause Second (e) above. The respective entity, as the case may be, must deliver to the Trustee or the Shared Payment and Collateral Agent, notice prior to the expiration of which the 20 (twenty) Business Day term set forth above, such documentation or information relating to such entity and the respective assets (including such documentation as is hereby waived by required under applicable laws to perfect the Grantors, each such Additional Grantor shall be deemed transfer thereof) as the Trustee or the Shared Payment and Collateral Agent may reasonably request. To the extent the Trustee does not receive documentation or information that evidences that the respective entity complies with the Trustee’s internal policies as an entity that may become a Grantor hereunder and shall be as fully a party hereto as if such Additional Grantor were an original signatory hereto. Each Grantor expressly agrees that its obligations arising hereunder shall not be discharged, diminished or otherwise affected (a) by the addition or release of any other Grantor grantor hereunder, (b) by any failure by Holdings, the Company or any Grantor Trustee may object to cause any Domestic Guarantor Subsidiary such entity adhering to this Agreement and such adherence will only become an Additional Grantor hereunder or (c) by reason effective once such requirements have been met to the Trustee’s satisfaction. As of the Collateral Agent’s or any date of execution and delivery of the other Secured Party’s actions respective letter, and provided any Trustee requirements have been met as set forth in effecting, or failure to effectthe immediately preceding paragraph, any such Joinder, or in releasing any Grantor hereunder, in each case, without the necessity of giving notice to or obtaining the consent of any other Grantor. This Security Agreement shall entity will be fully effective as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases deemed to be a Grantor hereunder, and to the extent such entity assigns assets (other than shares), such entity will be deemed an “Asset Grantor”.

Additional Grantors. Each Grantor acknowledges that, pursuant to Section 3.12 of the Indenture, Holdings is required to cause each Domestic Guarantor Subsidiary created or acquired after the date hereof to that additional Subsidiaries may become a party hereto as an additional Grantor (each such Person, an [Aircraft, Spare Engines and Spare Parts Mortgage and Security Agreement] “Additional Grantor”) by executing an Instrument of Assumption and delivering a Joinder Agreement (a “Joinder”) substantially in a the form reasonably required by the Collateral Agent along with any supplements to the Exhibits to this Security Agreement necessary to reflect additional Collateral provided by the Additional Grantorof Exhibit F hereto. Upon delivery of any such Joinder to the Collateral Administrative Agent, notice of which is hereby waived by the Grantors, each such Additional Grantor shall be deemed a Grantor hereunder and shall be as fully a party hereto as if such Additional Grantor were an original signatory hereto. Each Grantor expressly agrees that its obligations arising hereunder shall not be discharged, diminished or otherwise affected (a) by the addition or release of any other Grantor hereunder, (b) by any failure by Holdings, the Company Borrower or any other Grantor to cause any Domestic Guarantor Subsidiary of the Borrower to become an Additional Grantor or a Grantor hereunder or (c) by reason of the Collateral Administrative Agent’s or any of the other Secured Party’s Parties’ actions in effecting, or failure to effect, any such Joinder, or in releasing any Grantor hereunder, in each case, case without the necessity of giving notice to or obtaining the consent of any other Grantor. This Security Agreement shall be fully effective as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder.. [Aircraft, Spare Engines and Spare Parts Mortgage and Security Agreement]

Additional Grantors. Each Grantor acknowledges that, pursuant to Section 3.12 Subsidiary of the Indenture, Holdings Borrower that is required to cause each Domestic Guarantor Subsidiary created or acquired after the date hereof to become a party hereto to this Agreement pursuant to Section 6.10 of the Credit Agreement shall become a Grantor for all purposes of this Agreement upon execution and delivery by such Subsidiary of an Assumption Agreement in the form of Annex 1 hereto. Releases. ■ At such time as an additional Grantor the Loans, the Reimbursement Obligations and the other Obligations (each such Personother than Obligations in respect of Specified Swap Agreements or Specified Cash Management Agreements) shall have been paid in full, an “Additional Grantor”) by executing the Commitments have been terminated and delivering a Joinder Agreement (a “Joinder”) in a form reasonably required by no Letters of Credit shall be outstanding, the Collateral shall be released from the Liens created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent along with any supplements to the Exhibits to this Security Agreement necessary to reflect additional Collateral provided by the Additional Grantor. Upon and each Grantor hereunder shall terminate, all without delivery of any such Joinder instrument or performance of any act by any party, and all rights to the Collateral Agentshall revert to the Grantors. At the request and sole expense of any Grantor following any such termination, notice of which is hereby waived the Administrative Agent shall deliver to such Grantor any Collateral held by the GrantorsAdministrative Agent hereunder, each and execute and deliver to such Additional Grantor such documents as such Grantor shall be deemed a Grantor hereunder and shall be as fully a party hereto as if reasonably request to evidence such Additional Grantor were an original signatory heretotermination. Each Grantor expressly agrees that its obligations arising hereunder shall not be discharged, diminished or otherwise affected (a) by the addition or release of If any other Grantor hereunder, (b) by any failure by Holdings, the Company or any Grantor to cause any Domestic Guarantor Subsidiary to become an Additional Grantor hereunder or (c) by reason of the Collateral shall be sold, transferred or otherwise disposed of by any Grantor in a transaction not prohibited by the Credit Agreement, then the Administrative Agent’s , at the request and sole expense of such Grantor, shall execute and deliver to such Grantor all releases or any other documents reasonably necessary or desirable for the release of the other Secured Party’s actions in effectingLiens created hereby on such Collateral. At the request and sole expense of the Borrower, or failure to effect, any such Joinder, or in releasing any Grantor hereunder, in each case, without the necessity of giving notice to or obtaining the consent of any other Grantor. This Security Agreement a Subsidiary Guarantor shall be fully effective released from its obligations hereunder in the event that all the Capital Stock of such Subsidiary Guarantor shall be sold, transferred or otherwise disposed of in a transaction not prohibited by the Credit Agreement; provided that the Borrower shall have delivered to the Administrative Agent, at least ten Business Days or such shorter period as the Administrative Agent may agree prior to the date of the proposed release, a written request for release identifying the relevant Subsidiary Guarantor and the terms of the sale or other disposition in reasonable detail, including the price thereof and any Grantor expenses in connection therewith, together with a certification by the Borrower stating that such transaction is or becomes a party hereto regardless of whether any in compliance with the Credit Agreement and the other Person becomes or fails to become or ceases to be a Grantor hereunderLoan Documents.

Additional Grantors. Each Grantor acknowledges that, pursuant to Section 3.12 agrees that it shall ensure that each of the Indenture, Holdings its Subsidiaries that is required to cause each Domestic Guarantor Subsidiary created or acquired after the date hereof is to become a party hereto as an additional Grantor (each such Person, an “Additional Grantor”) by executing and delivering a Joinder to any Parity Lien Collateral Document shall either execute this Agreement (a “Joinder”) in a form reasonably required by on the Collateral Agent along with any supplements to the Exhibits to this Security Agreement necessary to reflect additional Collateral provided by the Additional Grantor. Upon delivery of any such Joinder to the Collateral Agent, notice of which date hereof or shall confirm that it is hereby waived by the Grantors, each such Additional Grantor shall be deemed a Grantor hereunder pursuant to a joinder agreement substantially in the form attached hereto as Exhibit C that is executed and shall delivered by such Subsidiary prior to or concurrently with its execution and delivery of such Parity Lien Collateral Document. 12 NTD - The “Initial Parity Lien Representative” and the “Initial Parity Lien Collateral Agent” will be as fully (i) in the event the additional Parity Lien Obligations are Incurred pursuant to a term loan facility with an outstanding principal amount of loans thereunder in excess of $100,000,000, the Representative for such term loan facility and (ii) in the event the additional Parity Lien Obligations are Incurred pursuant to an indenture or similar issuance of notes or are Incurred pursuant to a term loan facility with an outstanding principal amount of loans thereunder less than or equal to $100,000,000, the Representative for such Parity Lien Obligations party hereto as that represents the largest principal amount of Parity Lien Obligations; provided that, if such Additional Grantor were an original signatory hereto. Each Grantor expressly agrees that its additional Parity Lien Obligations (other than contingent indemnities and costs and reimbursement obligations arising hereunder shall not be discharged, diminished or otherwise affected to the extent no claim has been made) Incurred pursuant to a term loan facility pursuant to clause (ai) by above are paid in full in cash and the addition or release of any other Grantor hereunder, (b) by any failure by Holdings, applicable secured creditors are under no further obligation to provide financial accommodations to the Company or any other Grantor to cause any Domestic Guarantor Subsidiary to become (other than in connection with an Additional Grantor hereunder exchange or (c) by reason replacement for or a refinancing of such Parity Lien Obligations), the Collateral Agent’s or any of the other Secured Party’s actions in effecting, or failure to effect, any such Joinder, or in releasing any Grantor hereunder, in each case, without the necessity of giving notice to or obtaining the consent of any other Grantor. This Security Agreement Applicable Representative shall be fully effective as the Representative for such Parity Lien Obligations party to any Grantor this Agreement that is or becomes a party hereto regardless represents the largest principal amount of whether any other Person becomes or fails to become or ceases to be a Grantor hereunderParity Lien Obligations.

Additional Grantors. Each From time to time subsequent to the date hereof, if any Grantor acknowledges thatacquires a Subsidiary, pursuant such Grantor shall (i) have provided at least five (5) Business Days’ prior to Section 3.12 such Grantor’s acquisition of such Subsidiary notice of such acquisition to the IndentureSecured Party, Holdings is required to and (ii) within thirty (30) days following the date any Grantor acquires such Subsidiary, (a) cause each Domestic Guarantor Subsidiary created or such person so acquired after the date hereof to become a party hereto as an additional Grantor (each such Personeach, an “Additional Grantor”) ), by executing and delivering a Joinder Agreement (Agreement, together with a “Joinder”) in a form reasonably required Pledge Supplement executed by the Collateral Agent along applicable Grantor and any other attachments, all in form and substance reasonably satisfactory to Secured Party, (b) cause each Additional Grantor to execute a joinder to the Subsidiary Guaranty, (c) deliver each of the following documents: (x) a secretary’s certificate, (y) a Lien and judgment search and (z) any financing statements or amendments to financing statements reasonably requested by the Secured Party, in the case of the items described in clauses (x) and (y), substantially in the form of such document or other item delivered under the Securities Purchase Agreement in respect of the Grantors at Closing (with any supplements such changes reasonably satisfactory to the Exhibits Secured Party), (d) if such Additional Grantor maintains any Deposit Account, securities account, brokerage account or other similar account (other than any Excluded Accounts), such Additional Grantor shall execute and deliver a Control Agreement with the applicable financial institution which purports to this Security Agreement necessary cover such account, (e) if reasonably requested by the Secured Party, such Grantor shall deliver an opinion of legal counsel to reflect additional Collateral provided by the Additional Grantor, in form and substance reasonably satisfactory to the Secured Party, covering the documents executed and the security interests granted by the Secured Party, (iii) if an Additional Grantor owns an interest in any real property, such Grantor and such Additional Grantor shall comply with the terms of Section 2(j) as if such real property was acquired on the date Grantor acquired such Pledged Interest, (iv) take all other such actions and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, and certificates reasonably requested by Secured Party, and (v) promptly following demand thereof, pay all fees and expenses of the Secured Party, including reasonable and documented attorney’s fees, incurred in connection with actions taken under this Section. Upon delivery of any such Joinder Agreement to the Collateral AgentSecured Party, notice of which is hereby waived by the Grantorseach other Grantor, each such Additional Grantor shall be deemed a Grantor “Grantor” hereunder with the same force and shall be effect as fully if it were originally a party hereto to this Agreement and named as if such Additional Grantor were an original signatory heretoa “Grantor” hereunder. Each Grantor expressly agrees that its their obligations arising hereunder shall not be discharged, affected or diminished or otherwise affected (a) by the addition or release of any other Grantor hereunder, (b) nor by any failure by Holdings, election of the Company or any Grantor Secured Party not to cause any Domestic Guarantor Subsidiary other Person to become an Additional Grantor hereunder or (c) by reason of the Collateral Agent’s or any of the other Secured Party’s actions in effecting, or failure to effect, any such Joinder, or in releasing any Grantor hereunder, in each case, without the necessity of giving notice to or obtaining the consent of any other Grantor. This Security Agreement shall be fully effective as to any each Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder.

Additional Grantors. Each Grantor acknowledges that, pursuant to Section 3.12 5.14 of the IndentureCredit Agreement, Holdings is required the Borrower may elect to cause each Domestic Guarantor Subsidiary created or acquired after the date hereof additional Subsidiaries to become a party hereto as an additional Grantor (each such Person, an “Additional Grantor”) by executing an Instrument of Assumption and delivering a Joinder Agreement (a “Joinder”) substantially in a the form reasonably required by the Collateral Agent along with any supplements of Exhibit E to the Exhibits to this Security Agreement necessary to reflect additional Collateral provided by the Additional GrantorCredit Agreement. Upon delivery of any such Joinder to the Collateral Administrative Agent, notice of which is hereby waived by the Grantors, each such Additional Grantor shall be deemed a Grantor hereunder and shall be as fully a party hereto as if such Additional Grantor were an original signatory hereto. Each Grantor expressly agrees that its obligations arising hereunder shall not be discharged, diminished or otherwise affected (a) by the addition or release of any other Grantor hereunder, (b) by any failure by Holdings, the Company Borrower or any other Grantor to cause any Domestic Guarantor Subsidiary of the Borrower to become an Additional Grantor or a Grantor hereunder or (c) by reason of the Collateral Administrative Agent’s or any of the other Secured Party’s Parties’ actions in effecting, or failure to effect, any such Joinder, or in releasing any Grantor hereunder, in each case, case without the necessity of giving notice to or obtaining the consent of any other Grantor. This Security Agreement shall be fully effective as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder.

Additional Grantors. Each Subsidiary of a Grantor acknowledges that, pursuant to Section 3.12 of the Indenture, Holdings that is required to cause each Domestic Guarantor Subsidiary created or acquired after the date hereof to become a party hereto as to this Agreement pursuant to Section 6.12 of the Credit Agreement shall become a Grantor for all purposes of this Agreement upon execution and delivery by such Subsidiary of an additional Grantor Assumption Agreement in the form of Annex 1 hereto. 8.15 Releases. (each such Persona) Upon the Discharge of Obligations, an “Additional Grantor”) by executing and delivering a Joinder Agreement (a “Joinder”) in a form reasonably required by the Collateral shall be released from the Liens in favor of the Administrative Agent along and the other Secured Parties created hereby, this Agreement shall terminate with any supplements respect to the Exhibits Administrative Agent and the other Secured Parties, and all obligations (other than those expressly stated to this Security Agreement necessary survive such termination) of each Grantor to reflect additional Collateral provided by the Additional Grantor. Upon Administrative Agent or any other Secured Party hereunder shall terminate, all without delivery of any instrument or performance of any act by any party. At the sole expense of any Grantor following any such Joinder to termination, the Collateral Agent, notice of which is hereby waived by the Grantors, each Administrative Agent shall promptly deliver such Additional documents as such Grantor shall be deemed a Grantor hereunder and shall be as fully a party hereto as if reasonably request to evidence such Additional Grantor were an original signatory heretotermination. Each Grantor expressly agrees that its obligations arising hereunder shall not be discharged, diminished or otherwise affected (a) by the addition or release of any other Grantor hereunder, (b) If (1) any of the Collateral, shall be sold, transferred or, become Excluded Assets or is otherwise disposed of by any failure by Holdings, the Company or any Grantor to cause a Person that is not a Grantor in a transaction not prohibited by the Credit Agreement, including, without limitation, the sale, transfer or other disposition or pledge of any Domestic Guarantor Financing Assets to a SPV Subsidiary to become an Additional Grantor hereunder not prohibited by the Credit Agreement, or (c2) by reason of the any Financing Asset or other Collateral Agent’s is to be pledged to secured ain connection with any Permitted Secured Financing or any of the other Secured Party’s actions financing permitted to be secured in effecting, or failure to effectaccordance with, any such JoinderPermitted Risk Retention Facility or other Collateral sold, disposed or pledged in releasing connection with any Grantor hereundersimilar asset based financing expressly permitted under the Credit Agreement, in each case, without the necessity of giving notice to or obtaining the consent of any other Grantor. This Security Agreement (i) such Collateral shall be fully effective released from the Liens created hereby on such Collateral or such Liens shall be subordinated, as applicable, and (ii) the Administrative Agent, at the request and sole expense of such Grantor, shall promptly execute and deliver to any such Grantor all releases, subordination agreements or other documents reasonably necessary or desirable for the release or subordination of the Liens created hereby on such Collateral, as applicable. At the request and sole expense of the Borrower, a Guarantor shall be released from its obligations hereunder in the event that (i) such Guarantor qualifies as an Excluded Subsidiary or (ii) all the Capital Stock of such Guarantor shall be sold, transferred or otherwise disposed of to a Person other than a Grantor or is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases otherwise no longer required to be a Guarantor or a Grantor hereunder.as a result of a transaction not prohibited by the Credit Agreement. 8.16

Additional Grantors. Each Subsidiary of a Grantor acknowledges that, pursuant to Section 3.12 of the Indenture, Holdings that is required to cause each Domestic Guarantor Subsidiary created or acquired after the date hereof to become a party hereto as to this Agreement pursuant to Section 6.12 of the Credit Agreement shall become a Grantor for all purposes of this Agreement upon execution and delivery by such Subsidiary of an additional Grantor (each such PersonAssumption Agreement in the form of Annex 1 hereto. Releases. Upon the Discharge of Obligations, an “Additional Grantor”) by executing and delivering a Joinder Agreement (a “Joinder”) in a form reasonably required by the Collateral shall be released from the Liens in favor of the Administrative Agent along and the other Secured Parties created hereby, this Agreement shall terminate with any supplements respect to the Exhibits Administrative Agent and the other Secured Parties, and all obligations (other than those expressly stated to this Security Agreement necessary survive such termination) of each Grantor to reflect additional Collateral provided by the Additional Grantor. Upon Administrative Agent or any other Secured Party hereunder shall terminate, all without delivery of any instrument or performance of any act by any party. At the sole expense of any Grantor following any such Joinder termination, the Administrative Agent shall deliver such documents as such Grantor shall reasonably request to evidence such termination. If any of the Collateral shall be sold, transferred or otherwise disposed of by any Grantor in a transaction permitted by Section 7 of the Credit Agreement, then the Administrative Agent, notice at the request and sole expense of which is such Grantor, shall promptly execute and deliver to such Grantor all releases or other documents reasonably necessary or desirable for the release of the Liens created hereby waived by on such Collateral, as applicable. At the Grantorsrequest and sole expense of the Borrower, each such Additional a Grantor shall be deemed released from its obligations hereunder in the event that all the Capital Stock of such Grantor shall be sold, transferred or otherwise disposed of to a Person other than a Grantor hereunder in a transaction permitted by Section 7 of the Credit Agreement; provided that the Borrower shall have delivered to the Administrative Agent, at least ten days, or such shorter period as the Administrative Agent may agree, prior to the date of the proposed release, a written request for release identifying the relevant Grantor and shall be as fully the terms of the sale or other disposition in reasonable detail, including the price thereof and any expenses in connection therewith, together with a party hereto as if such Additional Grantor were an original signatory hereto. Each Grantor expressly agrees that its obligations arising hereunder shall not be discharged, diminished or otherwise affected (a) certification by the addition or release of any other Grantor hereunder, (b) by any failure by Holdings, the Company or any Grantor to cause any Domestic Guarantor Subsidiary to become an Additional Grantor hereunder or (c) by reason Borrower stating that such transaction is in compliance with terms and provisions of the Collateral Agent’s or any of Credit Agreement and the other Secured Party’s actions in effecting, or failure to effect, any such Joinder, or in releasing any Grantor hereunder, in each case, without the necessity of giving notice to or obtaining the consent of any other Grantor. This Security Agreement shall be fully effective as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunderLoan Documents.

Additional Grantors. Each Grantor acknowledges that, pursuant to each subsequently acquired or organized Domestic Subsidiary required by Section 3.12 5.11 of the Indenture, Holdings is required to cause each Domestic Guarantor Subsidiary created or acquired after the date hereof Loan Agreement to become a party hereto as an additional Grantor (each such PersonDomestic Subsidiary, an “Additional Grantor”) by executing shall execute an Instrument of Assumption and delivering a Joinder Agreement (a “Joinder”) substantially in a the form reasonably required by the Collateral Agent along with any supplements to the Exhibits to this Security Agreement necessary to reflect additional Collateral provided by the Additional Grantor. attached hereto as Exhibit A. Upon delivery of any such Joinder to the Collateral Agent, notice of which is hereby waived by the Grantors, each such Additional Grantor shall be deemed a Grantor hereunder and shall be as fully a party hereto as if such Additional Grantor were an original signatory hereto. Each Grantor expressly agrees that its obligations arising hereunder shall not be discharged, diminished or otherwise affected (a) by the addition or release of any other Grantor hereunder, (b) by any failure by Holdings, the Company Grantors or any Grantor to cause any subsequently acquired or organized Domestic Guarantor Subsidiary required by Section 5.11 of the Loan Agreement to become an Additional Grantor or a Grantor hereunder or (c) by reason of the Collateral Agent’s Agent or any of the other Secured Party’s Parties’ actions in effecting, or failure to effect, any such Joinder, or in releasing any Grantor hereunder, in each case, case without the necessity of giving notice to or obtaining the consent of any other Grantor. This Security Agreement shall be fully effective as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder.

Additional Grantors. Each Grantor acknowledges that, pursuant From time to Section 3.12 of the Indenture, Holdings is required time subsequent to cause each Domestic Guarantor Subsidiary created or acquired after the date hereof to hereof, additional Persons may become a party parties hereto as an additional Grantor Grantors (each such Personeach, an “Additional Grantor”) ), by executing and delivering a Joinder Agreement (a “Joinder”) in a form reasonably required by the Collateral Agent along with any supplements Supplement to the Exhibits to this Pledge and Security Agreement necessary to reflect additional Collateral provided by the Additional GrantorAgreement. Upon delivery of any such Joinder Supplement to the Pledge and Security Agreement in substantially the form of Exhibit G hereto to the Term Collateral Agent, notice of which is hereby waived by the Grantors, each such Additional Grantor shall be deemed a Grantor hereunder and shall be as fully a party hereto as if such Additional Grantor were an original signatory hereto. Each Grantor expressly agrees that its obligations arising hereunder shall not be discharged, affected or diminished or otherwise affected (a) by the addition or release of any other Grantor hereunder, (b) nor by any failure by Holdings, the Company or any Grantor election of Term Collateral Agent not to cause any Domestic Guarantor Restricted Subsidiary of the Borrower to become an Additional Grantor hereunder or (c) by reason of the Collateral Agent’s or any of the other Secured Party’s actions in effecting, or failure to effect, any such Joinder, or in releasing any Grantor hereunder, in each case, without the necessity of giving notice to or obtaining the consent of any other Grantor. This Security Agreement shall be fully effective as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder. Any Additional Grantor shall, substantially contemporaneously with its execution and delivery of a Supplement to Pledge and Security Agreement, execute an acknowledgment to the Intercreditor Agreement in substantially the form attached to the Intercreditor Agreement and deliver such acknowledgement(s) to the Term Collateral Agent.

Additional Grantors. Each Grantor acknowledges that, pursuant to Section 3.12 5.14 of the IndentureCredit Agreement, Holdings is required the Borrower may elect to cause each Domestic Guarantor Subsidiary created or acquired after the date hereof additional Subsidiaries to become a party hereto as an additional Grantor (each such Person, an “Additional Grantor”) by executing an Instrument of Assumption and delivering a Joinder Agreement (a “Joinder”) substantially in a the form reasonably required by the Collateral Agent along with any supplements of Exhibit E to the Exhibits to this Security Agreement necessary to reflect additional Collateral provided by the Additional GrantorCredit Agreement. Upon delivery of any such Joinder to the Collateral Administrative Agent, notice of which is hereby waived by the Grantors, each such Additional Grantor shall be deemed a Grantor hereunder and shall be as fully a party hereto as if such Additional Grantor were an original signatory hereto. Each Grantor expressly agrees that its obligations arising hereunder shall not be discharged, diminished or otherwise affected (a) by the addition or release of any other Grantor hereunder, (b) by any failure by Holdings, the Company Borrower or any other Grantor to cause any Domestic Guarantor Subsidiary of the Borrower to become an Additional Grantor or a Grantor hereunder or (c) by reason of the Collateral Administrative Agent’s 's or any of the other Secured Party’s Parties' actions in effecting, or failure to effect, any such Joinder, or in releasing any Grantor hereunder, in each case, case without the necessity of giving notice to or obtaining the consent of any other Grantor. This Security Agreement shall be fully effective as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder.