Common use of Additional Guaranties and Collateral Security Clause in Contracts

Additional Guaranties and Collateral Security. Cause: (i) each Subsidiary (other than any Excluded Subsidiary) of any Loan Party that is not in existence on the Effective Date, to execute and deliver to the Collateral Agent promptly and in any event within 10 Business Days after the formation, acquisition or change in status thereof, (A) a Joinder Agreement, pursuant to which such Subsidiary shall be made a party to this Agreement as a Guarantor or a Borrower, as applicable (provided that the Accounts Receivable or Inventory of any new Borrower shall not be included in the Borrowing Base until the applicable conditions set forth in the definitions of Eligible Accounts Receivable and Eligible Inventory are satisfied), (B) a supplement to the Security Agreement, (C) one or more Mortgages creating on the real property of such Subsidiary a perfected, first priority Lien on such real property to the extent required by Section 7.01(o), and such other Real Property Deliverables as may be required by the Collateral Agent and (D) such other agreements, instruments, approvals or other documents reasonably requested by the Collateral Agent in order to create, perfect, establish the first priority of or otherwise protect any Lien purported to be covered by any such Security Documents or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of such Subsidiary shall become Collateral for the Obligations in a manner consistent with the assets of the other corresponding Loan Parties that constitute Collateral; and (ii) each owner of the Equity Interests of any such Subsidiary to execute and deliver promptly and in any event within 10 Business Days after the formation or acquisition of such Subsidiary a Pledge Amendment or other comparable document (as defined in the applicable Security Documents), together with (A) if applicable, certificates evidencing all of the Equity Interests of such Subsidiary, (B) if applicable, undated stock powers or other appropriate instruments of assignment executed in blank with signature guaranteed, (C) such opinions of counsel as the Collateral Agent may reasonably request and (D) such other agreements, instruments, approvals or other documents reasonably requested by the Collateral Agent. (iii) Notwithstanding the foregoing, no CFC of a Loan Party shall be required to become a Loan Party hereunder (and, as such, shall not be required to deliver the documents required by clause (i) above) and no Equity Interests of such CFC shall be required to be pledged or otherwise subject to a Lien under the Loan Documents if in any such case (x) adverse tax consequences could reasonably be expected to result therefrom or (y) such guarantee is prohibited by any Requirement of Law; provided, however, that if the Equity Interests of such CFC are owned by a Loan Party, such Loan Party shall deliver, all such documents, instruments, agreements (excluding any pledge agreement or other security document governed by the laws of any jurisdiction other than a jurisdiction of the United States), and certificates described in clause (ii) above to the Collateral Agent, and take all actions reasonably requested by the Collateral Agent or otherwise necessary to grant and to perfect a first-priority Lien (subject to Permitted Liens) in favor of the Collateral Agent, for the benefit of the Agents and the Lenders, in sixty five percent (65%) of the voting Equity Interests of such CFC and one hundred percent (100%) of all other Equity Interests of such CFC owned by such Loan Party.

Additional Guaranties and Collateral Security. Cause: (i) each Subsidiary (other than any Excluded Subsidiary) of any Loan Party that is (other than an Excluded Subsidiary) not in existence on the Effective DateDate (a “New Subsidiary”), to execute and deliver to the Collateral Agent promptly and in any event within 10 Business Days forty-five (45) days after the formation, acquisition or change in status thereofthereof (except with respect to clause (C) below, which the Loan Parties shall have sixty (60) days to comply with, provided that the Loan Parties shall deliver the items required by clause (C) below in accordance with Section 7.01(o)), (A) a Joinder Agreement, pursuant to which such Subsidiary shall be made a party to this Agreement as a Guarantor Borrower or a Borrower, as applicable (provided that the Accounts Receivable or Inventory of any new Borrower shall not be included in the Borrowing Base until the applicable conditions set forth in the definitions of Eligible Accounts Receivable and Eligible Inventory are satisfied), Guarantor, (B) a supplement to the Security Agreement, together with (1) certificates (if any) evidencing all of the Equity Interests of such Domestic Subsidiaries owned by such New Subsidiary, (2) undated stock powers executed in blank and (3) such opinions of counsel and such approving certificate of such Subsidiaries as the Collateral Agent may reasonably request in respect of complying with any legend on any such certificate or any other matter relating to such shares, (C) if such New Subsidiary has a fee interest in any real property that would constitute After Acquired Property with a Current Value in excess of $500,000 if it were acquired by a Loan Party, if requested by the Collateral Agent, one or more Mortgages creating on the such real property of such Subsidiary a perfected, first priority Lien on such real property property, a Title Insurance Policy covering such real property, a current ALTA survey thereof and a surveyor’s certificate, each in form and substance reasonably satisfactory to the extent required by Collateral Agent, together with such other agreements, instruments and documents as the Collateral Agent may require under Section 7.01(o), and such other Real Property Deliverables as may be required by the Collateral Agent and , (D) such other agreements, instruments, approvals or other documents reasonably requested by the Collateral Agent in order to create, perfect, establish the first priority of or otherwise protect any Lien purported to be covered by any such Security Documents Agreement or Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets (other than Excluded Assets (as defined in the Security Agreement)) of such New Subsidiary shall become Collateral for the Obligations in a manner consistent with the assets of the other corresponding Loan Parties that constitute CollateralObligations; and (ii) each Loan Party that is an owner of the Equity Interests of any such New Subsidiary to execute and deliver promptly and in any event within 10 fifteen (15) Business Days after the formation or acquisition of such New Subsidiary a Pledge Amendment or other comparable document (as defined in the applicable Security DocumentsAgreement), together with (A) certificates (if applicable, certificates any) evidencing all of the Equity Interests of such Subsidiary, (B) if applicable, undated stock powers or other appropriate instruments of assignment executed in blank with signature guaranteedblank, (C) such opinions of counsel and such approving certificate of such New Subsidiary as the Collateral Agent may reasonably request in respect of complying with any legend on any such certificate or any other matter relating to such shares and (D) such other agreements, instruments, approvals approvals, legal opinions, or other documents reasonably requested by the Collateral Agent. . Notwithstanding anything to the contrary in the Loan Documents, in no event shall (iiia) Notwithstanding the foregoing, no CFC of a Loan Party shall any Excluded Subsidiary be required to become a Borrower or Guarantor or (b) any Loan Party hereunder (and, as such, shall not be required to deliver the documents required by clause pledge (i) above) and no any Equity Interests of such CFC shall be required to be pledged or otherwise subject to a Lien under the Loan Documents if in any such case (x) adverse tax consequences could reasonably be expected to result therefrom Immaterial Subsidiary or (yii) such guarantee is prohibited by any Requirement more than 65% of Law; provided, however, that if the voting (and 100% of the non-voting) Equity Interests of such CFC are owned by a Loan Party, such Loan Party shall deliver, all such documents, instruments, agreements (excluding any pledge agreement or other security document governed by the laws of any jurisdiction other than a jurisdiction of the United States), and certificates described in clause (ii) above to the Collateral Agent, and take all actions reasonably requested by the Collateral Agent or otherwise necessary to grant and to perfect a first-priority Lien (subject to Permitted Liens) in favor of the Collateral Agent, for the benefit of the Agents and the LendersForeign Subsidiary, in sixty five percent (65%) of the voting Equity Interests of each case, so long as such CFC and one hundred percent (100%) of all other Equity Interests of such CFC owned by such Loan PartySubsidiary remains an “Immaterial Subsidiary” or a “Foreign Subsidiary” as defined herein.

Additional Guaranties and Collateral Security. Cause: (i) each Subsidiary (other than any Excluded Subsidiary) of any Loan Party that is not in existence on the Effective Date, to execute and deliver to the Collateral Agent promptly and within 30 days (or such longer period of time as the Collateral Agent may agree in any event within 10 Business Days its reasonable discretion) after the formation, acquisition or change in status thereof, unless otherwise stated below, (A) a Joinder Agreement, pursuant to which such Subsidiary shall be made a party to this Agreement as a Guarantor or a Borrower, as applicable (provided that the Accounts Receivable or Inventory of any new Borrower shall not be included in the Borrowing Base until the applicable conditions set forth in the definitions of Eligible Accounts Receivable and Eligible Inventory are satisfied)applicable, (B) a supplement to the Security Agreement, (C) in the case of this clause (C), 90 days (or such longer period of time as the Collateral Agent may agree in its reasonable discretion) one or more Mortgages creating on the real property of such Subsidiary a perfected, first priority Lien on such real property to the extent required by Section 7.01(o), and such other Real Property Deliverables as may be required by the Collateral Agent and (D) such other agreements, instruments, approvals or other documents reasonably requested by the Collateral Agent in order to create, perfect, establish the first priority (subject to Permitted Liens) of or otherwise protect any Lien purported to be covered by any such Security Documents or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of such Subsidiary shall become Collateral for the Obligations in a manner consistent with the assets of the other corresponding Loan Parties that constitute CollateralCollateral on the Effective Date; and (ii) each Loan Party that is the owner of the Equity Interests of any such Subsidiary (including any first tier Excluded Foreign Subsidiary not in existence on the Effective Date) to execute and deliver promptly and in any event within 10 Business Days 30 days (or such longer period of time as the Collateral Agent may agree in its reasonable discretion) after the formation or acquisition of such Subsidiary a Pledge Amendment or other comparable document (as defined in the applicable Security Documents), together with (A) if applicable, certificates evidencing all (or, in the case of a first tier Excluded Foreign Subsidiary, 65% of its voting stock and 100% of its non-voting stock) of the Equity Interests of such Subsidiary, (B) if applicable, undated stock powers or other appropriate instruments of assignment executed in blank with signature guaranteed, (C) such opinions of counsel as the Collateral Agent may reasonably request and (D) such other agreements, instruments, approvals or other documents reasonably requested by the Collateral Agent. (iii) Notwithstanding the foregoing, no CFC of a Loan Party Excluded Subsidiary shall be required to become a Loan Party hereunder (and, as such, shall not be required to deliver the documents required by clause (i) above) and no Equity Interests of such CFC Loan Party shall be required to be pledged or otherwise subject to a Lien under the Loan Documents if provide any security interest in any such case Excluded Property (x) adverse tax consequences could reasonably be expected to result therefrom or (y) such guarantee is prohibited by any Requirement of Law; provided, however, that if as defined in the Equity Interests of such CFC are owned by a Loan Party, such Loan Party shall deliver, all such documents, instruments, agreements (excluding any pledge agreement or other security document governed by the laws of any jurisdiction other than a jurisdiction of the United Statesappropriate Security Documents), and certificates described in clause (ii) above to the Collateral Agent, and take all actions reasonably requested by the Collateral Agent or otherwise necessary to grant and to perfect a first-priority Lien (subject to Permitted Liens) in favor of the Collateral Agent, for the benefit of the Agents and the Lenders, in sixty five percent (65%) of the voting Equity Interests of such CFC and one hundred percent (100%) of all other Equity Interests of such CFC owned by such Loan Party.

Additional Guaranties and Collateral Security. Cause: (i) each Subsidiary (other than any an Excluded Subsidiary) of any Loan Party that is (x) not in existence on the Effective Date or which otherwise becomes a Subsidiary (other than an Excluded Subsidiary) of any Loan Party after the Effective Date, or (y) which is an Excluded Subsidiary and then ceases to be an Excluded Subsidiary at any time after the Effective Date (each, a “New Subsidiary”), to execute and deliver to the Collateral Administrative Agent promptly and in any event within 10 Business Days thirty (30) days after the formation, acquisition or change in status thereofthereof (except with respect to clause (C) below, which the Loan Parties shall have sixty (60) days to comply with, provided that the Loan Parties shall deliver the items required by clause (C) below in accordance with Section 7.01(o)); (A) a Joinder Agreement, pursuant to which such Subsidiary shall be made a party to this Agreement as a Guarantor Borrower or a Borrower, as applicable (provided that the Accounts Receivable or Inventory of any new Borrower shall not be included in the Borrowing Base until the applicable conditions set forth in the definitions of Eligible Accounts Receivable and Eligible Inventory are satisfied), Guarantor; (B) a supplement to the Security Agreement, together with (1) certificates (if any) evidencing all of the Equity Interests of all Subsidiaries owned by such New Subsidiary, (2) undated stock powers executed in blank and (3) such opinions of counsel and such approving certificate of such Subsidiaries as the Administrative Agent or the Required Lenders may reasonably request in respect of complying with any legend on any such certificate or any other matter relating to such shares; (C) if such New Subsidiary has any Material Real Estate Asset, one or more Mortgages creating on the such real property of such Subsidiary a perfected, first priority Lien on such real property property, a Title Insurance Policy covering such real property, a current ALTA survey thereof and a surveyor’s certificate, each in form and substance reasonably satisfactory to the extent required by Required Lenders, together with such other agreements, instruments and documents as the Collateral Agent or the Required Lenders may require under Section 7.01(o), and such other Real Property Deliverables as may be required by the Collateral Agent and ; (D) such other agreements, instruments, approvals or other documents reasonably requested by the Collateral Agent or the Required Lenders in order to create, perfect, establish the first priority of or otherwise protect any Lien purported to be covered by any such Security Documents Agreement or Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets Property (other than Excluded Assets (as defined in the Security Agreement)) of such New Subsidiary shall become Collateral for the Obligations in a manner consistent with the assets of the other corresponding Loan Parties that constitute Collateral; andObligations; (ii) each Loan Party that is an owner of the Equity Interests of any such New Subsidiary to execute and deliver promptly (and in any event within 10 fifteen (15) Business Days after the formation or acquisition or change in status of such Subsidiary New Subsidiary) a Pledge Amendment or other comparable document (as defined in the applicable Security DocumentsAgreement), together with (A) certificates (if applicable, certificates any) evidencing all of the Equity Interests of such Subsidiary, (B) if applicable, undated stock powers or other appropriate instruments of assignment executed in blank with signature guaranteedblank, (C) such opinions of counsel and such approving certificate of such New Subsidiary as the Collateral Agent or the Required Lenders may reasonably request in respect of complying with any legend on any such certificate or any other matter relating to such shares and (D) such other agreements, instruments, approvals approvals, legal opinions, or other documents reasonably requested by the Collateral Agent.; (iii) [reserved]; and (iv) Notwithstanding anything to the foregoingcontrary in the Loan Documents, in no CFC of a Loan Party event shall any Excluded Subsidiary be required to become a Loan Party hereunder (and, Borrower or Guarantor for so long as such, shall not be required to deliver the documents required by clause (i) above) and no Equity Interests of such CFC shall be required to be pledged or otherwise subject to a Lien under the Loan Documents if in any such case (x) adverse tax consequences could reasonably be expected to result therefrom or (y) such guarantee is prohibited by any Requirement of Law; provided, however, that if the Equity Interests of such CFC are owned by a Loan Party, such Loan Party shall deliver, all such documents, instruments, agreements (excluding any pledge agreement or other security document governed by the laws of any jurisdiction other than a jurisdiction of the United States), and certificates described in clause (ii) above to the Collateral Agent, and take all actions reasonably requested by the Collateral Agent or otherwise necessary to grant and to perfect a first-priority Lien (subject to Permitted Liens) in favor of the Collateral Agent, for the benefit of the Agents and the Lenders, in sixty five percent (65%) of the voting Equity Interests of such CFC and one hundred percent (100%) of all other Equity Interests of such CFC owned by such Loan Partyit remains an Excluded Subsidiary.

Additional Guaranties and Collateral Security. Cause: (i) each Subsidiary (other than any Excluded Subsidiary) of any Loan Party that is not in existence on the Effective Date, to execute and deliver to the Collateral Agent promptly and in any event within 10 five (5) Business Days (or such later time as the Collateral Agent may agree in writing in its sole discretion) after the formation, acquisition or change in status thereof, (A) a Joinder Agreementjoinder agreement, pursuant to which such Subsidiary shall be made a party to this Agreement as a Guarantor or a Borrower, as applicable (provided that the Accounts Receivable or Inventory of any new Borrower shall not be included in the Borrowing Base until the applicable conditions set forth in the definitions of Eligible Accounts Receivable and Eligible Inventory are satisfied), (B) a supplement to the Security Agreement, together with (1) certificates evidencing all of the Equity Interests of any Person owned by such Subsidiary, (2) undated stock powers executed in blank, and (3) such opinions of counsel as the Collateral Agent may reasonably request, (C) one or more Mortgages creating on the real property of such Subsidiary a perfected, first priority Lien (in terms of priority, subject only to Permitted Specified Liens) on such real property to the extent required by Section 7.01(o), and such other Real Property Deliverables as may be required by the Collateral Agent and (D) such other agreements, instruments, approvals or other documents reasonably requested by the Collateral Agent in order to create, perfect, establish the first priority Lien (subject only to Permitted Liens) of or otherwise protect any Lien purported to be covered by any such Security Documents Agreement or Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of such Subsidiary shall become Collateral for the Obligations in a manner consistent with the assets of the other corresponding Loan Parties that constitute CollateralObligations; and (ii) each Loan Party that is the owner of the Equity Interests of any such Subsidiary to execute and deliver promptly and in any event within 10 five (5) Business Days after the formation or acquisition of such Subsidiary a Pledge Amendment or other comparable document (as defined in the applicable Security DocumentsAgreement), together with (A) if applicable, certificates evidencing all of the Equity Interests of such Subsidiary, (B) if applicable, undated stock powers or other appropriate instruments of assignment executed in blank with signature guaranteedblank, (C) such opinions of counsel as the Collateral Agent may reasonably request and (D) such other agreements, instruments, approvals or other documents reasonably requested by the Collateral Agent. (iii) Notwithstanding the foregoing, no CFC of a Loan Party shall be required to become a Loan Party Guarantor hereunder (and, as such, shall not be required to deliver the documents required by clause (i) above) and no Equity Interests of such a CFC shall be required to be pledged or otherwise subject to a Lien under the Loan Documents if in any such case (x) adverse tax consequences could reasonably be expected to result therefrom or (y) such guarantee is prohibited by any Requirement of LawDocuments; provided, however, that if the Equity Interests of such CFC are directly owned by a Loan Party, such Loan Party shall deliver, all such documents, instruments, agreements (excluding any including, without limitation, at the reasonable request of the Collateral Agent, a pledge agreement or other security document governed by the laws of any jurisdiction other than a the jurisdiction of the United Statesorganization of such CFC), and certificates described in clause (ii) above to the Collateral Agent, and take all actions reasonably requested by the Collateral Agent or otherwise necessary to grant and to perfect a first-priority Lien (subject only to Permitted Specified Liens)) in favor of the Collateral Agent, for the benefit of the Agents and the Lenders, in sixty five percent (65%) of the voting Equity Interests of such CFC and one hundred percent (100%) of all other Equity Interests of such CFC owned by such Loan Party.

Additional Guaranties and Collateral Security. Cause: Cause (i) each Subsidiary (other than any Excluded Subsidiary) of any Loan Party that is not in existence on the Effective Date, or any Unrestricted Subsidiary that at any time fails to meet the requirements for an Unrestricted Subsidiary, to execute and deliver to the Collateral Agent promptly and in any event within 10 three (3) Business Days after the formation, acquisition or change in status thereof, thereof (A) a Joinder Agreement, pursuant to which such Subsidiary shall be made a party to this Agreement as a Guarantor or a Borrower, as applicable (provided that Guaranty guaranteeing the Accounts Receivable or Inventory of any new Borrower shall not be included in the Borrowing Base until the applicable conditions set forth in the definitions of Eligible Accounts Receivable and Eligible Inventory are satisfied)Obligations, (B) a supplement to the Security Agreement, (C) if such Subsidiary has any Subsidiaries, a Pledge Agreement together with (x) certificates evidencing all of the Capital Stock of any Person owned by such Subsidiary, (y) undated stock powers executed in blank with signature guaranteed, and (z) such opinion of counsel and such approving certificate of such Subsidiary as the Agent may reasonably request in respect of complying with any legend on any such certificate or any other matter relating to such shares, (D) one or more Mortgages creating on the any real property having a book value in excess of $1,000,000, or leased property having an annual minimum fixed rent in excess of $750,000 (if the lease term (including extensions) is less than five years) or $250,000 (if the lease term (including extensions) is equal to or greater than five years) of such Subsidiary a perfected, first priority Lien on such real property subject only to Permitted Liens, a Title Insurance Policy covering such owned real property, a current ALTA survey thereof and a surveyor's certificate, each in form and substance satisfactory to the extent Agent, together with such other agreements, instruments and documents as the Agent may reasonably require whether comparable to the documents required by under Section 7.01(o6.01(i) or otherwise (it being understood that the Loan Parties shall use their reasonable best efforts (which shall not include the payment of additional sums (other than incidental expenses)) to obtain such Mortgage and other documents) , and such other Real Property Deliverables as may be required by the Collateral Agent and (DE) such other agreements, instruments, approvals approvals, legal opinions or other documents reasonably requested by the Collateral Agent in order to create, perfect, establish the first priority of or otherwise protect any Lien purported to be covered by any such Security Documents Agreement, Pledge Agreement or Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of such Subsidiary shall become Collateral for the Obligations in a manner consistent with the assets of the other corresponding Loan Parties that constitute CollateralObligations; and and (ii) each owner of the Equity Interests Capital Stock of any such Subsidiary to execute and deliver promptly and in any event within 10 three (3) Business Days after the formation or acquisition of such Subsidiary a Pledge Amendment or other comparable document (as defined in the applicable Security Documents)Agreement, together with (A) if applicable, certificates evidencing all of the Equity Interests Capital Stock of such Subsidiary, (B) if applicable, undated stock powers or other appropriate instruments of assignment executed in blank with signature guaranteed, (C) such opinions opinion of counsel and such approving certificate of such Subsidiary as the Collateral Agent may reasonably request in respect of complying with any legend on any such certificate or any other matter relating to such shares and (D) such other agreements, instruments, approvals approvals, legal opinions or other documents reasonably requested by the Collateral Agent. (iii) Notwithstanding the foregoing, no CFC of a Loan Party shall be required to become a Loan Party hereunder (and, as such, shall not be required to deliver the documents required by clause (i) above) and no Equity Interests of such CFC shall be required to be pledged or otherwise subject to a Lien under the Loan Documents if in any such case (x) adverse tax consequences could reasonably be expected to result therefrom or (y) such guarantee is prohibited by any Requirement of Law; provided, however, that if nothing contained herein shall be deemed a modification of any other provisions of this Agreement restricting the Equity Interests formation or Acquisition of such CFC are owned by a Loan Party, such Loan Party shall deliver, all such documents, instruments, agreements (excluding any pledge agreement or other security document governed Subsidiaries by the laws of any jurisdiction other than a jurisdiction of Loan Parties, or the United States), and certificates described in clause (ii) above requirements applicable to the Collateral Agent, and take all actions reasonably requested by the Collateral Agent or otherwise necessary to grant and to perfect a first-priority Lien (subject to Permitted Liens) in favor of the Collateral Agent, for the benefit of the Agents and the Lenders, in sixty five percent (65%) of the voting Equity Interests of such CFC and one hundred percent (100%) of all other Equity Interests of such CFC owned by such Loan PartyUnrestricted Subsidiaries.

Additional Guaranties and Collateral Security. CauseEach Borrower shall cause: (ia) each Subsidiary (other than any Excluded Subsidiary) of any Loan Party that is Borrower not in existence on the Effective Datedate hereof, to execute and deliver to the Collateral Agent promptly and in any event within 10 Business Days three (3) days after the formation, acquisition or change in status thereofthereof (i) a guaranty guaranteeing the Obligations, (Aii) a Joinder Agreementsecurity agreement, pursuant to which (iii) if such Subsidiary shall be made has any Subsidiaries, a party to this Agreement as a Guarantor or a Borrower, as applicable pledge agreement together with (provided that x) certificates evidencing all of the Accounts Receivable or Inventory Capital Stock of any new Borrower shall not be included in the Borrowing Base until the applicable conditions set forth in the definitions of Eligible Accounts Receivable and Eligible Inventory are satisfied)Person owned by such Subsidiary, (By) a supplement undated stock powers executed in blank with signature guaranteed, and (z) such opinion of counsel and such approving certificate of such Subsidiary as Agent may reasonably request in respect of complying with any legend on any such certificate or any other matter relating to the Security Agreementsuch shares, (Civ) one or more Mortgages creating on the real property Real Property of such Subsidiary a perfected, first priority Lien lien on such real property Real Property, a title insurance policy covering such Real Property, a current ALTA survey thereof and a surveyor’s certificate, each in form and substance reasonably satisfactory to Agent, together with such other agreements, instruments and documents as the extent required by Section 7.01(o)Agent may reasonably require, and such other Real Property Deliverables as may be required by the Collateral Agent and (Dv) such other agreements, instruments, approvals approvals, legal opinions or other documents reasonably requested by the Collateral Agent in order to create, perfect, establish the first priority of or otherwise protect any Lien lien purported to be covered by any such Security Documents security agreement, pledge agreement or Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents Financing Agreements and that all property and assets of such Subsidiary shall become Collateral for the Obligations in a manner consistent with the assets of the other corresponding Loan Parties that constitute CollateralObligations; and (iib) each owner of the Equity Interests Capital Stock of any such Subsidiary to execute and deliver promptly and in any event within 10 Business Days three (3) days after the formation or acquisition of such Subsidiary a Pledge Amendment or other comparable document (as defined in the applicable Security Documents)pledge agreement, together with (Ai) if applicable, certificates evidencing all of the Equity Interests Capital Stock of such Subsidiary, (Bii) if applicable, undated stock powers or other appropriate instruments of assignment executed in blank with signature guaranteed, (Ciii) such opinions opinion of counsel and such approving certificate of such Subsidiary as the Collateral Agent may reasonably request in respect of complying with any legend on any such certificate or any other matter relating to such shares and (Div) such other agreements, instruments, approvals approvals, legal opinions or other documents reasonably requested by the Collateral Agent. (iii) Notwithstanding the foregoing, no CFC of a Loan Party shall be required to become a Loan Party hereunder (and, as such, shall not be required to deliver the documents required by clause (i) above) and no Equity Interests of such CFC shall be required to be pledged or otherwise subject to a Lien under the Loan Documents if in any such case (x) adverse tax consequences could reasonably be expected to result therefrom or (y) such guarantee is prohibited by any Requirement of Law; provided, however, that if the Equity Interests of such CFC are owned by a Loan Party, such Loan Party shall deliver, all such documents, instruments, agreements (excluding any pledge agreement or other security document governed by the laws of any jurisdiction other than a jurisdiction of the United States), and certificates described in clause (ii) above to the Collateral Agent, and take all actions reasonably requested by the Collateral Agent or otherwise necessary to grant and to perfect a first-priority Lien (subject to Permitted Liens) in favor of the Collateral Agent, for the benefit of the Agents and the Lenders, in sixty five percent (65%) of the voting Equity Interests of such CFC and one hundred percent (100%) of all other Equity Interests of such CFC owned by such Loan Party.

Additional Guaranties and Collateral Security. Cause: (i) Cause each Domestic Subsidiary (other than any Excluded Subsidiary) of any Loan Party that is not in existence on the Effective Date, to execute and deliver to the Collateral Agent promptly promptly, and in any event within 10 Business Days three days after the formation, acquisition or change in status thereof, thereof (A) a Joinder Agreement, pursuant to which such Subsidiary shall be made a party to this Agreement as a Guarantor or a Borrower, as applicable (provided that Guaranty guaranteeing the Accounts Receivable or Inventory of any new Borrower shall not be included in the Borrowing Base until the applicable conditions set forth in the definitions of Eligible Accounts Receivable and Eligible Inventory are satisfied)Obligations, (B) a supplement to the Security Agreement, (C) if such Domestic Subsidiary has any Subsidiaries, a Pledge Agreement, together with (x) certificates evidencing all of the Capital Stock pledged thereunder, (y) undated stock powers executed in blank with signature guaranteed, and (z) such opinion of counsel and such approving certificate of such Subsidiary as the Agent may request (in its Permitted Discretion), (D) one or more Mortgages creating on the real property of owned by such Subsidiary in fee simple a perfected, first priority Lien (subject to Permitted Liens) on such real property property, a Title Insurance Policy covering such real property, a current ALTA survey thereof and a surveyor’s certificate, each in form and substance reasonably satisfactory to the extent required by Section 7.01(o)Agent, together with such other agreements, instruments and documents as the Agent may reasonably require, and such other Real Property Deliverables as may be required by the Collateral Agent and (DE) such other agreements, instruments, approvals approvals, legal opinions or other documents reasonably requested by the Collateral Agent in order to create, perfect, establish the first priority (subject to Permitted Liens) of or otherwise protect any Lien purported to be covered by any such Security Documents security agreement, Pledge Agreement or Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of such Subsidiary shall become Collateral for the Obligations in a manner consistent with the assets of the other corresponding Loan Parties that constitute Collateral; and (ii) each owner of the Equity Interests of any such Subsidiary to execute and deliver promptly and in any event within 10 Business Days after the formation or acquisition of such Subsidiary a Pledge Amendment or other comparable document (as defined in the applicable Security Documents), together with (A) if applicable, certificates evidencing all of the Equity Interests of such Subsidiary, (B) if applicable, undated stock powers or other appropriate instruments of assignment executed in blank with signature guaranteed, (C) such opinions of counsel as the Collateral Agent may reasonably request and (D) such other agreements, instruments, approvals or other documents reasonably requested by the Collateral AgentObligations. (iii) Notwithstanding the foregoing, no CFC of a Loan Party shall be required to become a Loan Party hereunder (and, as such, shall not be required to deliver the documents required by clause (i) above) and no Equity Interests of such CFC shall be required to be pledged or otherwise subject to a Lien under the Loan Documents if in any such case (x) adverse tax consequences could reasonably be expected to result therefrom or (y) such guarantee is prohibited by any Requirement of Law; provided, however, that if the Equity Interests of such CFC are owned by a Loan Party, such Loan Party shall deliver, all such documents, instruments, agreements (excluding any pledge agreement or other security document governed by the laws of any jurisdiction other than a jurisdiction of the United States), and certificates described in clause (ii) above to the Collateral Agent, and take all actions reasonably requested by the Collateral Agent or otherwise necessary to grant and to perfect a first-priority Lien (subject to Permitted Liens) in favor of the Collateral Agent, for the benefit of the Agents and the Lenders, in sixty five percent (65%) of the voting Equity Interests of such CFC and one hundred percent (100%) of all other Equity Interests of such CFC owned by such Loan Party.

Additional Guaranties and Collateral Security. Cause: (i) each domestic Subsidiary (other than any Excluded Subsidiary) of any Loan Party that is not in existence on the Effective Date, and each domestic Subsidiary of any Loan Party which is a non-borrowing Subsidiary upon formation or acquisition but later ceases to be a non-borrowing Subsidiary, to execute and deliver to the Collateral Agent promptly and in any event within 10 Business Days ten (10) days (or such longer period as the Administrative Agent may permit in its sole discretion) after the formation, acquisition or change in status thereof, (A) a Joinder Agreement, pursuant to which such Subsidiary shall be made a party to this Agreement as a Guarantor or a Borrower, as applicable (provided that the Accounts Receivable or Inventory of any new Borrower shall not be included in the Borrowing Base until the applicable conditions set forth in the definitions of Eligible Accounts Receivable and Eligible Inventory are satisfied)Guarantor, (B) a supplement to the Security Agreement, together with (1) certificates evidencing all of the Equity Interests of any Person owned by such Subsidiary, (2) undated stock powers executed in blank with signature guaranteed, and (3) such opinions of counsel as the Collateral Agent may reasonably request, (C) one or more Mortgages creating on the owned real property of such Subsidiary a perfected, first priority Lien on such real property to the extent required by Section 7.01(o), and such other Real Property Estate Deliverables as may be required by the Collateral Agent and (D) such other agreements, instruments, approvals approvals, legal opinions or other documents reasonably requested by the Collateral Agent in order to create, perfect, establish the first priority of or otherwise protect any Lien purported to be covered by any such Security Documents Agreement or Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of such Subsidiary shall become Collateral for the Obligations in a manner consistent with the assets of the other corresponding Loan Parties that constitute CollateralObligations; and (ii) each owner of the Equity Interests of any such Subsidiary to execute and deliver promptly and in any event within 10 5 Business Days after the formation or acquisition of such Subsidiary a Pledge Amendment or other comparable document (as defined in the applicable Security DocumentsAgreement), together with (A) if applicable, certificates evidencing all of the Equity Interests of such Subsidiary, (B) if applicable, undated stock powers or other appropriate instruments of assignment executed in blank with signature guaranteed, (C) such opinions of counsel as the Collateral Agent may reasonably request and (D) such other agreements, instruments, approvals or other documents reasonably requested by the Collateral Agent. (iii) Notwithstanding the foregoing, no CFC of a Loan Party shall be required to become a Loan Party hereunder (and, as such, shall not be required to deliver the documents required by clause (i) above) and no Equity Interests of such CFC shall be required to be pledged or otherwise subject to a Lien under the Loan Documents if in any such case (x) adverse tax consequences could reasonably be expected to result therefrom or (y) such guarantee is prohibited by any Requirement of Law; provided, however, that if the Equity Interests of such CFC are owned by a Loan Party, such Loan Party shall deliver, all such documents, instruments, agreements (excluding any pledge agreement or other security document governed by the laws of any jurisdiction other than a jurisdiction of the United States), and certificates described in clause (ii) above to the Collateral Agent, and take all actions reasonably requested by the Collateral Agent or otherwise necessary to grant and to perfect a first-priority Lien (subject to Permitted Liens) in favor of the Collateral Agent, for the benefit of the Agents and the Lenders, in sixty five percent (65%) of the voting Equity Interests of such CFC and one hundred percent (100%) of all other Equity Interests of such CFC owned by such Loan Party.

Additional Guaranties and Collateral Security. Cause: (i) each Subsidiary (other than any Excluded Subsidiary) of any Loan Party that is not in existence on the Restatement Effective Date, to execute and deliver to the Collateral Agent promptly and in any event within 10 five (5) Business Days (or such later time as the Collateral Agent may agree in writing in its sole discretion) after the formation, acquisition or change in status thereof, (A) a Joinder Agreementjoinder agreement, pursuant to which such Subsidiary shall be made a party to this Agreement as a Guarantor or a Borrower, as applicable (provided that the Accounts Receivable or Inventory of any new Borrower shall not be included in the Borrowing Base until the applicable conditions set forth in the definitions of Eligible Accounts Receivable and Eligible Inventory are satisfied), (B) a supplement to the Security Agreement, together with (1) certificates evidencing all of the Equity Interests of any Person owned by such Subsidiary, (2) undated stock powers executed in blank, and (3) such opinions of counsel as the Collateral Agent may reasonably request, (C) one or more Mortgages creating on the real property of such Subsidiary a perfected, first priority Lien (in terms of priority, subject only to Permitted Specified Liens) on such real property to the extent required by Section 7.01(o), and such other Real Property Deliverables as may be required by the Collateral Agent and (D) such other agreements, instruments, approvals or other documents reasonably requested by the Collateral Agent in order to create, perfect, establish the first priority Lien (subject only to Permitted Liens) of or otherwise protect any Lien purported to be covered by any such Security Documents Agreement or Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of such Subsidiary shall become Collateral for the Obligations in a manner consistent with the assets of the other corresponding Loan Parties that constitute CollateralObligations; and (ii) each Loan Party that is the owner of the Equity Interests of any such Subsidiary to execute and deliver promptly and in any event within 10 five (5) Business Days after the formation or acquisition of such Subsidiary a Pledge Amendment or other comparable document (as defined in the applicable Security DocumentsAgreement), together with (A) if applicable, certificates evidencing all of the Equity Interests of such Subsidiary, (B) if applicable, undated stock powers or other appropriate instruments of assignment executed in blank with signature guaranteedblank, (C) such opinions of counsel as the Collateral Agent may reasonably request and (D) such other agreements, instruments, approvals or other documents reasonably requested by the Collateral Agent. (iii) Notwithstanding the foregoing, no CFC of a Loan Party shall be required to become a Loan Party Guarantor hereunder (and, as such, shall not be required to deliver the documents required by clause (i) above) and no Equity Interests of such a CFC shall be required to be pledged or otherwise subject to a Lien under the Loan Documents if in any such case (x) adverse tax consequences could reasonably be expected to result therefrom or (y) such guarantee is prohibited by any Requirement of LawDocuments; provided, however, that if the Equity Interests of such CFC are directly owned by a Loan Party, such Loan Party shall deliver, all such documents, instruments, agreements (excluding any including, without limitation, at the reasonable request of the Collateral Agent, a pledge agreement or other security document governed by the laws of any jurisdiction other than a the jurisdiction of the United Statesorganization of such CFC), and certificates described in clause (ii) above to the Collateral Agent, and take all actions reasonably requested by the Collateral Agent or otherwise necessary to grant and to perfect a first-priority Lien (subject only to Permitted Specified Liens)) in favor of the Collateral Agent, for the benefit of the Agents and the Lenders, in sixty five percent (65%) of the voting Equity Interests of such CFC and one hundred percent (100%) of all other Equity Interests of such CFC owned by such Loan Party.

Additional Guaranties and Collateral Security. Cause: (i) each Subsidiary (other than any Excluded Subsidiary) of any Loan Party that is not in existence on the Effective Date, Date to execute and deliver to the Collateral Agent Agent, promptly and in any event within 10 5 Business Days (unless otherwise provided below) after the formation, acquisition or change in status thereof, (A) a Joinder Agreement, pursuant to which such Subsidiary shall be made a party to this Agreement as a Guarantor or a Borrower, as applicable (provided that the Accounts Receivable or Inventory of any new Borrower shall not be included in the Borrowing Base until the applicable conditions set forth in the definitions of Eligible Accounts Receivable and Eligible Inventory are satisfied)Guarantor, (B) a supplement to the Security Agreement, together with, to the extent such Equity Interests are evidenced by certificated securities under Article 8 of the Uniform Commercial Code (I) certificates evidencing all of the Equity Interests of any Person owned by such Subsidiary, (II) undated stock powers executed in blank with signature guaranteed, where applicable, and (III) such opinions of counsel as the Required Lenders may reasonably request, (C) within 60 days after such formation or acquisition and to the extent required under and in accordance with the Section 7.01(o), one or more Mortgages creating on the real property of such Subsidiary a perfected, first priority Lien on such real property to the extent required by Section 7.01(o), and such other Real Property Deliverables as may be required by the Collateral Agent Required Lenders, and (D) such other agreements, instruments, approvals or other documents reasonably requested by the Collateral Agent Required Lenders in order to create, perfect, establish the first priority of or otherwise protect any Lien purported to be covered by any such Security Documents Agreement or Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of such Subsidiary shall become Collateral for the Obligations in a manner consistent with the assets of the other corresponding Loan Parties that constitute CollateralObligations; and (ii) each owner of the Equity Interests of any such Subsidiary to execute and deliver promptly and in any event within 10 5 Business Days after the formation or acquisition of such Subsidiary a Pledge Amendment or other comparable document (as defined in the applicable Security DocumentsAgreement), together with (A) if applicable, certificates evidencing all of the Equity Interests of such Subsidiary, (B) if applicable, undated stock powers or other appropriate instruments of assignment executed in blank with signature guaranteed, where applicable, (C) such opinions of counsel as the Collateral Agent Required Lenders may reasonably request request, and (D) such other agreements, instruments, approvals or other documents reasonably requested by the Collateral AgentRequired Lenders. (iii) Notwithstanding the foregoing, no CFC of a Loan Party shall be required to become a Loan Party hereunder (and, as such, shall not be required to deliver the documents required by clause (i) above) and no Equity Interests of such CFC shall be required to be pledged or otherwise subject to a Lien under the Loan Documents if in any such case (x) adverse tax consequences could reasonably be expected to result therefrom or (y) such guarantee is prohibited by any Requirement of Law; provided, however, that if the Equity Interests of such CFC are owned by a Loan Party, such Loan Party shall deliver, all such documents, instruments, agreements (excluding any pledge agreement or other security document governed by the laws of any jurisdiction other than a jurisdiction of the United States), and certificates described in clause (ii) above to the Collateral Agent, and take all actions reasonably requested by the Collateral Agent or otherwise necessary to grant and to perfect a first-priority Lien (subject to Permitted Liens) in favor of the Collateral Agent, for the benefit of the Agents and the Lenders, in sixty five percent (65%) of the voting Equity Interests of such CFC and one hundred percent (100%) of all other Equity Interests of such CFC owned by such Loan Party.

Additional Guaranties and Collateral Security. Cause: (i) each Subsidiary (other than any Excluded Subsidiary) of any Loan Party that is (other than (i) a Foreign Subsidiary and (ii) a Special Purpose Subsidiary formed and used in a Permitted Securitization Transaction for the purpose of financing working capital) not in existence on the Restatement Effective Date, Date to execute and deliver to the Collateral Administrative Agent promptly and in any event within 10 Business Days three (3) days after the formation, acquisition or change in status thereof, thereof (A1) a Joinder Agreement, pursuant to which such Subsidiary shall be made a party to this Agreement as a Guarantor or a Borrower, as applicable (provided that the Accounts Receivable or Inventory of any new Borrower shall not be included in the Borrowing Base until the applicable conditions set forth in the definitions of Eligible Accounts Receivable and Eligible Inventory are satisfied)Guarantor, (B2) a supplement to the Loan Party Security Agreement, pursuant to which such Subsidiary shall be a party to such agreement as a Grantor, together with (Ca) certificates evidencing all of the Capital Stock of any Person owned by such Subsidiary, other than Excluded Property, (b) undated stock powers executed in blank with signature guaranteed, and (c) such opinions of counsel as the Administrative Agent may reasonably request, and such approving certificate of such Subsidiary as the Administrative Agent may reasonably request in respect of complying with any legend on any such certificate or any other matter relating to any such certificate, (3) within 90 days thereafter, to the extent any real property of such Subsidiary meets the dollar thresholds set forth in Section 6.01(l), one or more Mortgages creating on the such real property of such Subsidiary a perfected, first priority Lien on such real property property, a Title Insurance Policy covering such real property, a current ALTA survey thereof and a surveyor’s certificate, each in form and substance satisfactory to the extent Administrative Agent, together with such other agreements, instruments and documents as the Administrative Agent may require whether comparable to the documents required by under Section 7.01(o)6.01(l) or otherwise, and such other Real Property Deliverables as may be required by the Collateral Agent and (D4) such other agreements, instruments, approvals approvals, legal opinions or other documents reasonably requested by the Collateral Administrative Agent in order to create, perfect, establish the first priority of or otherwise protect any Lien purported to be covered by any such Loan Party Security Documents Agreement or Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of such Subsidiary shall become Collateral for the Obligations in a manner consistent with the assets of the other corresponding Loan Parties that constitute CollateralSecured Obligations; and (ii) each Loan Party that is the owner of the Equity Interests Capital Stock of any such Subsidiary that is subject to clause (i) above to execute and deliver promptly and in any event within 10 Business Days three (3) days after the formation or acquisition of such Subsidiary a Pledge Amendment or other comparable document (as defined in supplement to the applicable Loan Party Security Documents)Agreement, together with (A1) if applicable, certificates evidencing all of the Equity Interests Capital Stock of such Subsidiary, (B2) if applicable, undated stock powers or other appropriate instruments of assignment executed in blank with signature guaranteed, (C3) such opinions opinion of counsel and such approving certificate of such Loan Party as the Collateral Administrative Agent may reasonably request in respect of complying with any legend on any such certificate or any other matter relating to such shares and (D4) such other agreements, instruments, approvals approvals, legal opinions or other documents reasonably requested by the Collateral Agent. (iii) Notwithstanding the foregoing, no CFC of a Loan Party shall be required to become a Loan Party hereunder (and, as such, shall not be required to deliver the documents required by clause (i) above) and no Equity Interests of such CFC shall be required to be pledged or otherwise subject to a Lien under the Loan Documents if in any such case (x) adverse tax consequences could reasonably be expected to result therefrom or (y) such guarantee is prohibited by any Requirement of Law; provided, however, that if the Equity Interests of such CFC are owned by a Loan Party, such Loan Party shall deliver, all such documents, instruments, agreements (excluding any pledge agreement or other security document governed by the laws of any jurisdiction other than a jurisdiction of the United States), and certificates described in clause (ii) above to the Collateral Agent, and take all actions reasonably requested by the Lead Collateral Agent or otherwise necessary to grant and to perfect a first-priority Lien (subject to Permitted Liens) in favor of the Collateral Administrative Agent, for the benefit of the Agents and the Lenders, in sixty five percent (65%) of the voting Equity Interests of such CFC and one hundred percent (100%) of all other Equity Interests of such CFC owned by such Loan Party.

Additional Guaranties and Collateral Security. Cause: (i) each Domestic Subsidiary (other than any Excluded Subsidiary) of any Loan Party that is not in existence on the Effective Date, to execute and deliver to the Collateral Agent promptly and in any event within 10 Business Days after the formation, acquisition or change in status thereof, thereof (A) a Joinder Agreement, pursuant to which such Subsidiary shall be made a party to this Agreement as a Guarantor or a Borrower, as applicable (provided that Guaranty guaranteeing the Accounts Receivable or Inventory of any new Borrower shall not be included in the Borrowing Base until the applicable conditions set forth in the definitions of Eligible Accounts Receivable and Eligible Inventory are satisfied)Obligations, (B) a supplement to the Security Agreement, (C) if such Subsidiary has any Domestic Subsidiaries or any first-tier Foreign Subsidiaries, a Pledge Agreement together with (x) certificates evidencing all (or, in the case of a first-tier Foreign Subsidiary of such Subsidiary, 65%) (or such greater percentage that, due to a change in applicable law after the Effective Date, (1) could not reasonably be expected to cause the undistributed earnings of such Foreign Subsidiary as determined for United States federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary's United States Borrower or (2) could not reasonably be expected to cause any material adverse tax consequences) of the issued and outstanding Capital Stock entitled to vote (within the meaning of Treas. Reg. Section 1. 956-2(c)(2)) and 100% of the issued and outstanding Capital Stock not entitled to vote (within the meaning of Treas. Reg. Section 1. 956-2(c)(2)) of the Capital Stock of any Person owned by such Subsidiary, (y) undated stock powers executed in blank with signature guaranteed, and (z) such opinion of counsel and such approving certificate of such Subsidiary as the Collateral Agent may reasonably request in respect of complying with any legend on any such certificate or any other matter relating to such shares, (D) one or more Mortgages creating on the any real property of such Subsidiary (which, in the case of a leasehold interest in real property, shall be on a commercially reasonable efforts basis), a perfected, first priority Lien on such real property property, a Title Insurance Policy covering such real property, a current ALTA survey thereof and a surveyor's certificate, each in form and substance satisfactory to the extent required by Section 7.01(o)Collateral Agent, and together with such other Real Property Deliverables agreements, instruments and documents as may be required by the Collateral Agent may require whether comparable to the documents required under Section 6.01(o) or otherwise, and (DE) such other agreements, instruments, approvals approvals, legal opinions or other documents reasonably requested by the Collateral Agent in order to create, perfect, establish the first priority of or otherwise protect any Lien purported to be covered by any such Security Documents Agreement, Pledge Agreement or Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that substantially all property and assets of such Subsidiary shall become Collateral for the Obligations in a manner consistent with the assets of the other corresponding Loan Parties that constitute CollateralObligations; and (ii) each owner of the Equity Interests Capital Stock of any such Domestic Subsidiary or any first-tier Foreign Subsidiary not in existence on the Effective Date to execute and deliver promptly and in any event within 10 Business Days after the formation or acquisition of such Subsidiary a Pledge Amendment or other comparable document (as defined in the applicable Security Documents)Agreement, together with (A) if applicable, certificates evidencing all (or, in the case of a first-tier Foreign Subsidiary of such Subsidiary, 65%) (or such greater percentage that, due to a change in applicable law after the Effective Date, (1) could not reasonably be expected to cause the undistributed earnings of such Foreign Subsidiary as determined for United States federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary's United States Borrower or (2) could not reasonably be expected to cause any material adverse tax consequences) of the Equity Interests issued and outstanding Capital Stock entitled to vote (within the meaning of Treas. Reg. Section 1. 956-2(c)(2)) and 100% of the issued and outstanding Capital Stock not entitled to vote (within the meaning of Treas. Reg. Section 1. 956-2(c)(2)) of the Capital Stock of such Subsidiary, (B) if applicable, undated stock powers or other appropriate instruments of assignment executed in blank with signature guaranteed, (C) such opinions opinion of counsel and such approving certificate of such Subsidiary as the Collateral Agent may reasonably request in respect of complying with any legend on any such certificate or any other matter relating to such shares and (D) such other agreements, instruments, approvals approvals, legal opinions or other documents reasonably requested by the Collateral AgentAgent relating to such Capital Stock. (iii) Notwithstanding anything in this Section 6.01(b) to the foregoingcontrary, (A) no CFC Non-Loan Party Permitted Acquisition Subsidiary shall be required to pledge to the Collateral Agent any Non-Loan Party Permitted Acquisition Assets in accordance with clause (e) of the definition of the term "Permitted Acquisition", (B) no Loan Party or Non-Loan Party Permitted Acquisition Subsidiary shall be required to pledge to the Collateral Agent any Permitted Acquisition Capital Stock in accordance with clause (e) of the definition of the term "Permitted Acquisition", and (C) no Subsidiary of a Loan Party that is formed solely to acquire Non-Loan Party Permitted Acquisition Assets in connection with a contemplated Permitted Acquisition and that is designated in a writing to the Collateral Agent as a "Non-Loan Party Permitted Acquisition Subsidiary" shall be required to become a Loan Party hereunder (and, as such, shall not be required to deliver copies of the documents required by clause (i) above) and no Equity Interests of such CFC shall be required to be pledged or otherwise subject to a Lien under the Loan Documents if in any such case (x) adverse tax consequences could reasonably be expected to result therefrom or (y) such guarantee is prohibited by any Requirement of Law; provided, however, that if the Equity Interests of such CFC are owned by a Loan Party, such Loan Party shall deliver, all such documentsagreements, instruments, agreements (excluding any pledge agreement appraisals, legal opinions or other security document governed by the laws of any jurisdiction other than a jurisdiction of the United Statesdocuments specified in Section 6.01(b)(i), and certificates described in clause (ii) above to the Collateral Agent, and take all actions reasonably requested by the Collateral Agent or otherwise necessary to grant and to perfect a first-priority Lien (subject to Permitted Liens) in favor of the Collateral Agent, for the benefit of the Agents and the Lenders, in sixty five percent (65%) of the voting Equity Interests of such CFC and one hundred percent (100%) of all other Equity Interests of such CFC owned by such Loan Party.

Additional Guaranties and Collateral Security. CauseEach Borrower shall cause: (ia) each Subsidiary (other than any Excluded Subsidiary) of any Loan Party that is Borrower not in existence on the Effective Datedate hereof, to execute and deliver to the Collateral Agent promptly and in any event within 10 Business Days three (3) days after the formation, acquisition or change in status thereofthereof (i) a guaranty guaranteeing the Obligations, (Aii) a Joinder Agreementsecurity agreement, pursuant to which (iii) if such Subsidiary shall be made has any Subsidiaries, a party to this Agreement as a Guarantor or a Borrower, as applicable pledge agreement together with (provided that x) certificates evidencing all of the Accounts Receivable or Inventory Capital Stock of any new Borrower shall not be included in the Borrowing Base until the applicable conditions set forth in the definitions of Eligible Accounts Receivable and Eligible Inventory are satisfied)Person owned by such Subsidiary, (By) a supplement undated stock powers executed in blank with signature guaranteed, and (z) such opinion of counsel and such approving certificate of such Subsidiary as Agent may reasonably request in respect of complying with any legend on any such certificate or any other matter relating to the Security Agreementsuch shares, (Civ) one or more Mortgages creating on the real property Real Property of such Subsidiary a perfected, first second priority Lien lien on such real property Real Property, a title insurance policy covering such Real Property, a current ALTA survey thereof and a surveyor’s certificate, each in form and substance reasonably satisfactory to Agent, together with such other agreements, instruments and documents as the extent required by Section 7.01(o)Agent may reasonably require, and such other Real Property Deliverables as may be required by the Collateral Agent and (Dv) such other agreements, instruments, approvals approvals, legal opinions or other documents reasonably requested by the Collateral Agent in order to create, perfect, establish the first second priority of or otherwise protect any Lien lien purported to be covered by any such Security Documents security agreement, pledge agreement or Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents Financing Agreements and that all property and assets of such Subsidiary shall become Collateral for the Obligations in a manner consistent with the assets of the other corresponding Loan Parties that constitute CollateralObligations; and (iib) each owner of the Equity Interests Capital Stock of any such Subsidiary to execute and deliver promptly and in any event within 10 Business Days three (3) days after the formation or acquisition of such Subsidiary a Pledge Amendment or other comparable document (as defined in the applicable Security Documents)pledge agreement, together with (Ai) if applicable, certificates evidencing all of the Equity Interests Capital Stock of such Subsidiary, (Bii) if applicable, undated stock powers or other appropriate instruments of assignment executed in blank with signature guaranteed, (Ciii) such opinions opinion of counsel and such approving certificate of such Subsidiary as the Collateral Agent may reasonably request in respect of complying with any legend on any such certificate or any other matter relating to such shares and (Div) such other agreements, instruments, approvals approvals, legal opinions or other documents reasonably requested by the Collateral Agent. (iii) Notwithstanding the foregoing, no CFC of a Loan Party shall be required to become a Loan Party hereunder (and, as such, shall not be required to deliver the documents required by clause (i) above) and no Equity Interests of such CFC shall be required to be pledged or otherwise subject to a Lien under the Loan Documents if in any such case (x) adverse tax consequences could reasonably be expected to result therefrom or (y) such guarantee is prohibited by any Requirement of Law; provided, however, that if the Equity Interests of such CFC are owned by a Loan Party, such Loan Party shall deliver, all such documents, instruments, agreements (excluding any pledge agreement or other security document governed by the laws of any jurisdiction other than a jurisdiction of the United States), and certificates described in clause (ii) above to the Collateral Agent, and take all actions reasonably requested by the Collateral Agent or otherwise necessary to grant and to perfect a first-priority Lien (subject to Permitted Liens) in favor of the Collateral Agent, for the benefit of the Agents and the Lenders, in sixty five percent (65%) of the voting Equity Interests of such CFC and one hundred percent (100%) of all other Equity Interests of such CFC owned by such Loan Party.

Additional Guaranties and Collateral Security. Cause: (i) each Loan Party's Subsidiary (other than any Excluded Subsidiary) of any that is a Designated Loan Party that is not in existence on the Effective DateDate or each Loan Party's Subsidiary that becomes a Designated Loan Party, to execute and deliver to the Collateral Agent promptly and in any event within 10 Business Days 3 days after the formation, acquisition or change in status thereof, thereof (A) a Joinder Agreement, pursuant to which such Subsidiary shall be made a party to this Agreement as a Guarantor or a Borrower, as applicable (provided that Guaranty guaranteeing the Accounts Receivable or Inventory of any new Borrower shall not be included in the Borrowing Base until the applicable conditions set forth in the definitions of Eligible Accounts Receivable and Eligible Inventory are satisfied)Obligations, (B) a supplement to the Security Agreement, (C) if such Subsidiary has any Subsidiaries, a Pledge Agreement together with (x) certificates evidencing all of the Capital Stock of any Person owned by such Subsidiary, (y) undated stock powers executed in blank with signature guaranteed, and (z) such opinion of counsel and such approving certificate of such Subsidiary as the Collateral Agent may reasonably request in respect of complying with any legend on any such certificate or any other matter relating to such shares, (D) one or more Mortgages creating on the real property of such Subsidiary a perfected, first priority Lien on such real property property, a Title Insurance Policy covering such real property, a current ALTA survey thereof and a surveyor's certificate (to the extent required by Section 7.01(ootherwise available), each in form and substance satisfactory to the Collateral Agent, together with such other Real Property Deliverables agreements, instruments and documents as may be required by the Collateral Agent may require whether comparable to the documents required under Section 7.01(n) or otherwise, (E) any Canadian Security Documents, if applicable, and (DF) such other agreements, instruments, approvals approvals, legal opinions or other documents reasonably requested by the Collateral Agent in order to create, perfect, establish the first priority of or otherwise protect any Lien purported to be covered by any such Security Documents Agreement, Pledge Agreement, Mortgage or Canadian Security Document or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of such Subsidiary shall become Collateral for the Obligations in Obligations; provided, however, that to the extent any such Subsidiary is organized or formed under the laws of a manner consistent with jurisdiction other than the assets United States of America or Canada, the other corresponding Parent shall not be required to deliver the foregoing documents if the Parent provides written certification stating that if such Subsidiary were to become a Designated Loan Party, it would be materially disadvantageous to the Loan Parties that constitute Collateral; andfrom a tax perspective; (ii) each owner of the Equity Interests Capital Stock of any such Subsidiary to execute and deliver promptly and in any event within 10 3 Business Days after the formation or acquisition of such Subsidiary a Pledge Amendment or other comparable document (Agreement, as defined in the applicable Security Documents)applicable, together with (A) if applicable, certificates evidencing all of the Equity Interests Capital Stock of such Subsidiary, (B) if applicable, undated stock powers or other appropriate instruments of assignment executed in blank with signature guaranteed, (C) such opinions opinion of counsel and such approving certificate of such Subsidiary as the Collateral Agent may reasonably request in respect of complying with any legend on any such certificate or any other matter relating to such shares and (D) such other agreements, instruments, approvals approvals, legal opinions or other documents reasonably requested by the Collateral Agent. (iii) Notwithstanding the foregoing, no CFC of a Loan Party shall be required to become a Loan Party hereunder (and, as such, shall not be required to deliver the documents required by clause (i) above) and no Equity Interests of such CFC shall be required to be pledged or otherwise subject to a Lien under the Loan Documents if in any such case (x) adverse tax consequences could reasonably be expected to result therefrom or (y) such guarantee is prohibited by any Requirement of Law; provided, however, that if to the Equity Interests of extent any such CFC are owned by a Loan Party, such Loan Party shall deliver, all such documents, instruments, agreements (excluding any pledge agreement Subsidiary is organized or other security document governed by formed under the laws of any a jurisdiction other than the United States of America or Canada and the Borrowers provide written certification stating that a jurisdiction pledge of 100% of the United States), and certificates described in clause (ii) above Capital Stock of such Subsidiary would be materially disadvantageous to the Collateral AgentLoan Parties from a tax perspective, and take all actions reasonably requested by the Collateral Agent or otherwise necessary to grant and to perfect a first-priority Lien (subject to Permitted Liens) in favor pledge of the Collateral Agent, for the benefit Capital Stock of the Agents and the Lenders, in sixty five such Subsidiary will be limited to sixty-six percent (6566%) of the voting Equity Interests Capital Stock of such CFC and one hundred percent (100%) of all other Equity Interests of such CFC owned by such Loan Party.Subsidiary; and

Additional Guaranties and Collateral Security. Cause: (i) The Issuer will cause each Subsidiary (other than any Excluded Subsidiary) of any Loan Party that is its domestic Subsidiaries not in existence on the Effective Date, date hereof to execute and deliver to the Collateral Agent and each Holder promptly and in any event within 10 Business Days three (3) days after the formation, acquisition or change in status thereof, thereof (A) a Joinder Agreement, pursuant to which such Subsidiary shall be made a party joinder agreement to this Agreement as a Guarantor or a Borrower, as applicable (provided that evidencing the Accounts Receivable or Inventory agreement of any new Borrower shall not be included in such Subsidiary to Guarantee the Borrowing Base until the applicable conditions set forth in the definitions of Eligible Accounts Receivable and Eligible Inventory are satisfied)Note Obligations, (B) a supplement joinder to the each Security Agreement, (C) if such Subsidiary has any Subsidiaries, a joinder by such Subsidiaries to each Security Agreement together with (x) copies of all certificates evidencing all of the Capital Stock of any Person or Subsidiary owned by such Subsidiary, (y) copies of all undated stock powers executed in blank with signature guaranteed, and (z) such opinion of counsel and such approving certificate of such Subsidiary as the Collateral Agent or the Tranche B Requisite Holders may reasonably request in respect of complying with any legend on any such certificate or any other matter relating to such shares, (D) one or more Mortgages creating on the real property of such Subsidiary a perfected, first priority perfected Lien pursuant to Section 5.1(a) on such real property property, a title insurance policy covering such real property, a current ALTA survey thereof and a surveyor’s certificate, each in form and substance reasonably satisfactory to the extent required by Section 7.01(o), and such other Real Property Deliverables as may be required by the Collateral Agent and the Tranche B Requisite Holders, together with such other agreements, instruments and documents as the Collateral Agent or the Tranche B Requisite Holders may reasonably require, and (DE) such other agreements, instruments, approvals approvals, legal opinions or other documents reasonably requested by the Collateral Agent or the Tranche B Requisite Holders in order to create, perfect, establish the first third priority of or otherwise protect any Lien purported to be covered by any such Security Documents Agreement or Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Transaction Documents and that all property and assets of such Subsidiary shall become Collateral for the Obligations in a manner consistent with the assets of the other corresponding Loan Parties that constitute CollateralNote Obligations; and (ii) each owner of the Equity Interests Capital Stock of any such Subsidiary to shall execute and deliver promptly and in any event within 10 Business Days three (3) days after the formation or acquisition of such Subsidiary a Pledge Amendment or other comparable document (as defined in joinder to the applicable relevant Security Documents)Agreement, together with (A) if applicable, copies of certificates evidencing all of the Equity Interests Capital Stock of such Subsidiary, (B) if applicable, copies of undated stock powers or other appropriate instruments of assignment executed in blank with signature guaranteed, (C) such opinions opinion of counsel and such approving certificate of such Subsidiary as the Collateral Agent or the Tranche B Requisite Holders may reasonably request in respect of complying with any legend on any such certificate or any other matter relating to such shares and (D) such other agreements, instruments, approvals approvals, legal opinions or other documents reasonably requested by the Collateral Agent. (iii) Notwithstanding the foregoing, no CFC of a Loan Party shall be required to become a Loan Party hereunder (and, as such, shall not be required to deliver the documents required by clause (i) above) and no Equity Interests of such CFC shall be required to be pledged or otherwise subject to a Lien under the Loan Documents if in any such case (x) adverse tax consequences could reasonably be expected to result therefrom or (y) such guarantee is prohibited by any Requirement of Law; provided, however, that if the Equity Interests of such CFC are owned by a Loan Party, such Loan Party shall deliver, all such documents, instruments, agreements (excluding any pledge agreement or other security document governed by the laws of any jurisdiction other than a jurisdiction of the United States), and certificates described in clause (ii) above to the Collateral Agent, and take all actions reasonably requested by the Collateral Agent or otherwise necessary to grant and to perfect a first-priority Lien (subject to Permitted Liens) in favor of the Collateral Agent, for the benefit of the Agents and the Lenders, in sixty five percent (65%) of the voting Equity Interests of such CFC and one hundred percent (100%) of all other Equity Interests of such CFC owned by such Loan PartyTranche B Requisite Holders.

Additional Guaranties and Collateral Security. Cause, subject to the limitations of Section 7.01(o) with respect to real property: (i) each Subsidiary (other than any Excluded Subsidiary) of any Loan Party that is not in existence on the Effective Date, to execute and deliver to the Collateral Agent promptly and in any event within 10 5 Business Days after the formation, acquisition or change in status thereof, thereof (A) a Joinder Agreement, pursuant to which such Subsidiary shall be made a party to this Agreement as a Guarantor or a Borrower, as applicable (provided that Guaranty guaranteeing the Accounts Receivable or Inventory of any new Borrower shall not be included in the Borrowing Base until the applicable conditions set forth in the definitions of Eligible Accounts Receivable and Eligible Inventory are satisfied)Obligations, (B) a supplement to the Security AgreementAgreement or UK Composite Guarantee and Debenture, as applicable, (C) if such Subsidiary has any Subsidiaries, a Pledge Agreement together with (x) certificates evidencing all of the Capital Stock of any Person owned by such Subsidiary, (y) undated stock powers executed in blank with signature guaranteed, and (z) such opinion of counsel and such other agreements, instruments and documents, and such approvals, consents and notices as the Agent may reasonably request in respect of complying with any legend on any such certificate or any other matter relating to such shares, (D) one or more Mortgages creating on the real property of such Subsidiary a perfected, first priority Lien on such real property, and, with respect to such real property owned or leased by the Parent or any of its Domestic Subsidiaries, (1) a Title Insurance Policy covering such real property, (2) a current ALTA survey thereof and (3) a surveyor’s certificate, each in form and substance satisfactory to the extent Agent, together with such other agreements, instruments and documents as the Agent may reasonably require whether comparable to the documents required by under Section 7.01(o)) or otherwise, and such other Real Property Deliverables as may be required by the Collateral Agent and (DE) such other agreements, instruments, approvals approvals, legal opinions or other documents reasonably requested by the Collateral Agent in order to create, perfect, establish the first priority of or otherwise protect any Lien purported to be covered by any such Security Documents Agreement, UK Composite Guarantee and Debenture, Pledge Agreement or Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of such Subsidiary shall become Collateral for the Obligations in a manner consistent with the assets of the other corresponding Loan Parties that constitute Collateral; andObligations; (ii) each owner of the Equity Interests Capital Stock of any such Subsidiary to execute and deliver promptly and in any event within 10 5 Business Days after the formation or acquisition of such Subsidiary a Pledge Amendment or other comparable document (as defined in the applicable Security Documents)Agreement, together with (A) if applicable, certificates evidencing all of the Equity Interests Capital Stock of such Subsidiary, (B) if applicable, undated stock powers or other appropriate instruments of assignment executed in blank with signature guaranteed, (C) such opinions opinion of counsel and such other agreements, instruments and documents, and such approvals, consents and notices as the Collateral Agent may reasonably request in respect of complying with any legend on any such certificate or any other matter relating to such shares and (D) such other agreements, instruments, approvals approvals, legal opinions or other documents reasonably requested by the Collateral Agent.; and (iii) Notwithstanding if any Foreign Subsidiary obtains any asset or property located in the foregoing, no CFC of a Loan Party shall be required to become a Loan Party hereunder (and, as such, shall not be required to deliver the documents required by clause (i) above) and no Equity Interests of such CFC shall be required to be pledged United States or otherwise subject to a Lien under the Loan Documents if in any such case (x) adverse tax consequences could reasonably be expected to result therefrom or (y) such guarantee is prohibited by any Requirement of Law; provided, however, that if the Equity Interests of such CFC are owned by a Loan Party, such Loan Party shall deliver, all such documents, instruments, agreements (excluding any pledge agreement or other security document governed by the laws of any jurisdiction other than a jurisdiction of the United States), promptly give the Agent notice thereof and certificates described cause such Foreign Subsidiary to execute and deliver or cause to be delivered all of the agreements, instruments, approvals, opinions and other documents referred to in clause paragraph (iii) above as the Agent may reasonably require as though such Foreign Subsidiary were a new Subsidiary (to the Collateral Agent, and take all actions reasonably requested by the Collateral Agent or otherwise necessary to grant and to perfect a first-priority Lien (subject to Permitted Liens) in favor of the Collateral Agent, for the benefit of the Agents and the Lenders, in sixty five percent (65%) of the voting Equity Interests of such CFC and one hundred percent (100%) of all other Equity Interests of such CFC owned by such Loan Partyextent not previously provided).

Additional Guaranties and Collateral Security. CauseIn addition to, and not in limitation of the provisions of Section 9.18 of the Loan Agreement, within one hundred (120) days following the Amendment No. 22 Effective Date (or such longer period as Agent may agree in its sole discretion), Borrowers and Guarantors shall cause: (ia) each of The 0 Xxxx Xxxxxx Nominee Trust, a Massachusetts nominee trust and a wholly owned subsidiary of H&H Electronic (“Orne Street”), The 00 Xxxxx Xxxxxx Nominee Trust, a Massachusetts nominee trust and a wholly owned subsidiary of H&H Electronic (“00 Xxxxx Xxxxxx”), and 00 Xxxxx Xxxxxx Nominee Trust, a Massachusetts nominee trust and a wholly owned subsidiary of H&H Electronic (“00 Xxxxx Xxxxxx” and together with Orne Street and 00 Xxxxx Xxxxxx, each a “Subsidiary (other than any Excluded Subsidiary) of any Loan Party that is not in existence on Trust” and collectively, the Effective Date“Subsidiary Trusts”), to execute and deliver to Agent, in form and substance satisfactory to Agent: (i) a guaranty guaranteeing the Collateral Agent promptly and in any event within 10 Business Days after the formation, acquisition or change in status thereofObligations, (Aii) a Joinder Agreement, pursuant to which such Subsidiary shall be made a party to this Agreement as a Guarantor or a Borrower, as applicable (provided that the Accounts Receivable or Inventory of any new Borrower shall not be included in the Borrowing Base until the applicable conditions set forth in the definitions of Eligible Accounts Receivable and Eligible Inventory are satisfied)security agreement, (B) a supplement to the Security Agreement, (Ciii) one or more Mortgages creating on the real property fee-owned Real Property of such Subsidiary Trust a perfected, first priority Lien perfected lien on such real property Real Property, a title insurance policy covering such Real Property, a current ALTA survey thereof and a surveyor’s certificate, each in form and substance reasonably satisfactory to Agent, together with such other agreements, instruments and documents as the extent required by Section 7.01(o)Agent may reasonably require, (iv) an Information Certificate, and such other Real Property Deliverables as may be required by the Collateral Agent and (Dv) such other agreements, instruments, approvals certificates, approvals, legal opinions or other documents reasonably requested by the Collateral Agent in order to create, perfect, establish the first priority of or otherwise protect any Lien lien purported to be covered by any such Security Documents security agreement or Mortgage or otherwise to effect the intent that each such Subsidiary Trust shall become bound by all of the terms, covenants and agreements contained in the Loan Documents Financing Agreements and that all property and assets of such Subsidiary Trust shall become Collateral for the Obligations in a manner consistent with the assets of the other corresponding Loan Parties that constitute CollateralObligations; and (iib) each owner of the Equity Interests of any such Subsidiary H&H Electronic to execute and deliver promptly and in any event within 10 Business Days after a pledge agreement with respect to the formation or acquisition Capital Stock of such each Subsidiary a Pledge Amendment or other comparable document (as defined in the applicable Security Documents)Trust, together with (Ai) certificates (if applicable, certificates any) evidencing all of the Equity Interests Capital Stock of such SubsidiarySubsidiary Trust (if any), which shall be delivered to the Working Capital Agent, (Bii) if applicable, undated stock powers or other appropriate instruments of assignment executed in blank with signature guaranteedguaranteed (if applicable), which shall be delivered to the Working Capital Agent, (Ciii) if requested by Agent, such opinions opinion of counsel and such approving certificate of such Subsidiary Trust as the Collateral Agent may reasonably request in respect of complying with any legend on any such certificate or any other matter relating to such Capital Stock, and (Div) such other agreements, instruments, approvals approvals, legal opinions or other documents reasonably requested by the Collateral Agent. (iii) Notwithstanding the foregoing, no CFC of a Loan Party shall be required to become a Loan Party hereunder (and, as such, shall not be required to deliver the documents required by clause (i) above) and no Equity Interests of such CFC shall be required to be pledged or otherwise subject to a Lien under the Loan Documents if in any such case (x) adverse tax consequences could reasonably be expected to result therefrom or (y) such guarantee is prohibited by any Requirement of Law; provided, however, that if the Equity Interests of such CFC are owned by a Loan Party, such Loan Party shall deliver, all such documents, instruments, agreements (excluding any pledge agreement or other security document governed by the laws of any jurisdiction other than a jurisdiction of the United States), and certificates described in clause (ii) above to the Collateral Agent, and take all actions reasonably requested by the Collateral Agent or otherwise necessary to grant and to perfect a first-priority Lien (subject to Permitted Liens) in favor of the Collateral Agent, for the benefit of the Agents and the Lenders, in sixty five percent (65%) of the voting Equity Interests of such CFC and one hundred percent (100%) of all other Equity Interests of such CFC owned by such Loan Party.

Additional Guaranties and Collateral Security. Cause: (i) each Subsidiary (other than any Excluded Subsidiary) of any Loan Party that is not in existence on the Effective Date, to execute and deliver to the Collateral Agent promptly and in any event within 10 Business Days days after the formation, acquisition or change in status thereof, thereof (A) a Joinder Agreement, pursuant to which such Subsidiary shall be made a party to this Agreement as a Guarantor or a Borrower, as applicable (provided that Guaranty guaranteeing the Accounts Receivable or Inventory of any new Borrower shall not be included in the Borrowing Base until the applicable conditions set forth in the definitions of Eligible Accounts Receivable and Eligible Inventory are satisfied)Obligations, (B) a supplement to the Security Agreement, (C) if such Subsidiary has any Subsidiaries, a Pledge Agreement together with (x) certificates evidencing all of the Capital Stock of any Person owned by such Subsidiary, (y) undated stock powers executed in blank with signature guaranteed, and (z) such opinion of counsel and such approving certificate of such Subsidiary as the Collateral Agent may reasonably request in respect of complying with any legend on any such certificate or any other matter relating to such shares, (D) Credit Card Acknowledgements with respect to any Credit Card Agreements of such Subsidiary and (E) one or more Mortgages creating on the real property of such Subsidiary (if any) a perfected, first priority Lien on such real property property, a Title Insurance Policy covering such real property, a current ALTA survey thereof and a surveyor’s certificate, each in form and substance satisfactory to the extent required by Section 7.01(o)Collateral Agent, and together with such other Real Property Deliverables agreements, instruments and documents as may be required by the Collateral Agent may require whether comparable to the documents required under Section 6.01(o) or otherwise, and (DF) such other agreements, instruments, approvals approvals, legal opinions or other documents reasonably requested by the Collateral Agent in order to create, perfect, establish the first priority of or otherwise protect any Lien purported to be covered by any such Security Documents Agreement, Pledge Agreement or Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of such Subsidiary shall become Collateral for the Obligations in a manner consistent with the assets of the other corresponding Loan Parties that constitute CollateralObligations; and (ii) each owner of the Equity Interests Capital Stock of any such Subsidiary to execute and deliver promptly and in any event within 10 Business Days days after the formation or acquisition of such Subsidiary a Pledge Amendment or other comparable document (as defined in the applicable Security Documents)Agreement, together with (A) if applicable, certificates evidencing all of the Equity Interests Capital Stock of such Subsidiary, (B) if applicable, undated stock powers or other appropriate instruments of assignment executed in blank with signature guaranteed, (C) such opinions opinion of counsel and such approving certificate of such Subsidiary as the Collateral Agent may reasonably request in respect of complying with any legend on any such certificate or any other matter relating to such shares and (D) such other agreements, instruments, approvals approvals, legal opinions or other documents reasonably requested by the Collateral Agent. (iii) Notwithstanding the foregoing, no CFC of a Loan Party shall be required to become a Loan Party hereunder (and, as such, shall not be required to deliver the documents required by clause (i) above) and no Equity Interests of such CFC shall be required to be pledged or otherwise subject to a Lien under the Loan Documents if in any such case (x) adverse tax consequences could reasonably be expected to result therefrom or (y) such guarantee is prohibited by any Requirement of Law; provided, however, that if the Equity Interests of such CFC are owned by a Loan Party, such Loan Party shall deliver, all such documents, instruments, agreements (excluding any pledge agreement or other security document governed by the laws of any jurisdiction other than a jurisdiction of the United States), and certificates described in clause (ii) above to the Collateral Agent, and take all actions reasonably requested by the Collateral Agent or otherwise necessary to grant and to perfect a first-priority Lien (subject to Permitted Liens) in favor of the Collateral Agent, for the benefit of the Agents and the Lenders, in sixty five percent (65%) of the voting Equity Interests of such CFC and one hundred percent (100%) of all other Equity Interests of such CFC owned by such Loan Party.

Additional Guaranties and Collateral Security. Cause: (i) each Subsidiary (other than any Excluded Subsidiary) of any Loan Party that is not in existence on the Effective Date, to execute and deliver to the Collateral Agent promptly and in any event within 10 5 Business Days (15 Business Days in the case of a foreign Subsidiary) after the formation, formation or acquisition or change in status thereof, thereof (A) a Joinder Agreement, pursuant to which such Subsidiary shall be made a party to this Agreement as a Guarantor or a Borrower, as applicable (provided that Guaranty guaranteeing the Accounts Receivable or Inventory of any new Borrower shall not be included in the Borrowing Base until the applicable conditions set forth in the definitions of Eligible Accounts Receivable and Eligible Inventory are satisfied)Obligations, (B) a supplement Security Agreement or a joinder to the an existing Security Agreement, (C) if such Subsidiary has any Subsidiaries, (x) certificates evidencing all of the Capital Stock of any Person owned by such Subsidiary, (y) undated stock powers executed in blank with signature guaranteed, and (z) such opinion of counsel and such approving certificate of such Subsidiary as the Collateral Agent may reasonably request in respect of complying with any legend on any such certificate or any other matter relating to such shares, (D) one or more Mortgages creating on the real property of such Subsidiary a perfected, first priority Lien on such real property property, a Title Insurance Policy covering such real property, a current ALTA survey thereof and a surveyor’s certificate, each in form and substance satisfactory to the extent required by Section 7.01(o)Collateral Agent, and together with such other Real Property Deliverables agreements, instruments and documents as may be required by the Collateral Agent may require whether comparable to the documents required under Section 7.01(o) or otherwise, and (DE) such other agreements, instruments, approvals approvals, legal opinions or other documents reasonably requested by the Collateral Agent in order to create, perfect, establish the first priority of or otherwise protect any Lien purported to be covered by any such Security Documents Agreement or Mortgage, or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of such Subsidiary shall become Collateral for the Obligations Obligations; provided, however, that to the extent that the Borrower can demonstrate to the Collateral Agent’s satisfaction, in its reasonable discretion, (I) that the execution or delivery of a Guaranty, Security Agreement or Mortgage by such Subsidiary which is a CFC would result in a manner consistent with material adverse tax consequence to the assets Loan Parties, then for so long as such Subsidiary is a CFC, such Guaranty, Security Agreement or Mortgage will not be required, or (II) that the pledge of all of the other corresponding Capital Stock of such Subsidiary which is a CFC would result in a material adverse tax consequence to the Loan Parties that constitute CollateralParties, then for so long as such Subsidiary is a CFC, the pledge of Capital Stock of such Subsidiary shall be limited to 65% of the Capital Stock of such Subsidiary from time to time outstanding; and (ii) each owner of the Equity Interests Capital Stock of any such Subsidiary to execute and deliver promptly and in any event within 10 5 Business Days after the formation or acquisition of such Subsidiary a Pledge Amendment Security Agreement or other comparable document (as defined in the applicable joinder to an existing Security Documents)Agreement, together with (A) if applicable, certificates evidencing all of the Equity Interests Capital Stock of such Subsidiary, (B) if applicable, undated stock powers or other appropriate instruments of assignment executed in blank with signature guaranteed, (C) such opinions opinion of counsel and such approving certificate of such Subsidiary as the Collateral Agent may reasonably request in respect of complying with any legend on any such certificate or any other matter relating to such shares and (D) such other agreements, instruments, approvals approvals, legal opinions or other documents reasonably requested by the Collateral Agent. (iii) Notwithstanding the foregoing, no CFC of a Loan Party shall be required to become a Loan Party hereunder (and, as such, shall not be required to deliver the documents required by clause (i) above) and no Equity Interests of such CFC shall be required to be pledged or otherwise subject to a Lien under the Loan Documents if in any such case (x) adverse tax consequences could reasonably be expected to result therefrom or (y) such guarantee is prohibited by any Requirement of Law; provided, however, that if the Equity Interests of such CFC are owned by a Loan Party, such Loan Party shall deliver, all such documents, instruments, agreements (excluding any pledge agreement or other security document governed by the laws of any jurisdiction other than a jurisdiction of the United States), and certificates described in clause (ii) above to the Collateral Agent, and take all actions reasonably requested by the Collateral Agent or otherwise necessary to grant and to perfect a first-priority Lien (subject to Permitted Liens) in favor of the Collateral Agent, for the benefit of the Agents and the Lenders, in sixty five percent (65%) of the voting Equity Interests of such CFC and one hundred percent (100%) of all other Equity Interests of such CFC owned by such Loan Party.

Additional Guaranties and Collateral Security. Cause, subject to the limitations of Section 7.01(o) with respect to real property: (i) each Subsidiary (other than any Excluded Subsidiary) of any Loan Party that is not in existence on the Effective Date, to execute and deliver to the Collateral Agent promptly and in any event within 10 5 Business Days after the formation, acquisition or change in status thereof, thereof (A) a Joinder Agreement, pursuant to which such Subsidiary shall be made a party to this Agreement as a Guarantor or a Borrower, as applicable (provided that Guaranty guaranteeing the Accounts Receivable or Inventory of any new Borrower shall not be included in the Borrowing Base until the applicable conditions set forth in the definitions of Eligible Accounts Receivable and Eligible Inventory are satisfied)Obligations, (B) a supplement to the Security AgreementAgreement or UK Composite Guarantee and Debenture, as applicable, (C) if such Subsidiary has any Subsidiaries, a Pledge Agreement together with (x) certificates evidencing all of the Capital Stock of any Person owned by such Subsidiary, (y) undated stock powers executed in blank with signature guaranteed, and (z) such opinion of counsel and such other agreements, instruments and documents, and such approvals, consents and notices as the Agent may reasonably request in respect of complying with any legend on any such certificate or any other matter relating to such shares, (D) one or more Mortgages creating on the real property of such Subsidiary a perfected, first priority Lien on such real property, and, with respect to such real property owned or leased by the Parent or any of its Domestic Subsidiaries, (1) a Title Insurance Policy covering such real property, (2) a current ALTA survey thereof and (3) a surveyor's certificate, each in form and substance satisfactory to the extent Agent, together with such other agreements, instruments and documents as the Agent may reasonably require whether comparable to the documents required by under Section 7.01(o)) or otherwise, and such other Real Property Deliverables as may be required by the Collateral Agent and (DE) such other agreements, instruments, approvals approvals, legal opinions or other documents reasonably requested by the Collateral Agent in order to create, perfect, establish the first priority of or otherwise protect any Lien purported to be covered by any such Security Documents Agreement, UK Composite Guarantee and Debenture, Pledge Agreement or Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of such Subsidiary shall become Collateral for the Obligations in a manner consistent with the assets of the other corresponding Loan Parties that constitute Collateral; andObligations; (ii) each owner of the Equity Interests Capital Stock of any such Subsidiary to execute and deliver promptly and in any event within 10 5 Business Days after the formation or acquisition of such Subsidiary a Pledge Amendment or other comparable document (as defined in the applicable Security Documents)Agreement, together with (A) if applicable, certificates evidencing all of the Equity Interests Capital Stock of such Subsidiary, (B) if applicable, undated stock powers or other appropriate instruments of assignment executed in blank with signature guaranteed, (C) such opinions opinion of counsel and such other agreements, instruments and documents, and such approvals, consents and notices as the Collateral Agent may reasonably request in respect of complying with any legend on any such certificate or any other matter relating to such shares and (D) such other agreements, instruments, approvals approvals, legal opinions or other documents reasonably requested by the Collateral Agent.; and (iii) Notwithstanding if any Foreign Subsidiary obtains any asset or property located in the foregoing, no CFC of a Loan Party shall be required to become a Loan Party hereunder (and, as such, shall not be required to deliver the documents required by clause (i) above) and no Equity Interests of such CFC shall be required to be pledged United States or otherwise subject to a Lien under the Loan Documents if in any such case (x) adverse tax consequences could reasonably be expected to result therefrom or (y) such guarantee is prohibited by any Requirement of Law; provided, however, that if the Equity Interests of such CFC are owned by a Loan Party, such Loan Party shall deliver, all such documents, instruments, agreements (excluding any pledge agreement or other security document governed by the laws of any jurisdiction other than a jurisdiction of the United States), promptly give the Agent notice thereof and certificates described cause such Foreign Subsidiary to execute and deliver or cause to be delivered all of the agreements, instruments, approvals, opinions and other documents referred to in clause paragraph (iii) above as the Agent may reasonably require as though such Foreign Subsidiary were a new Subsidiary (to the Collateral Agent, and take all actions reasonably requested by the Collateral Agent or otherwise necessary to grant and to perfect a first-priority Lien (subject to Permitted Liens) in favor of the Collateral Agent, for the benefit of the Agents and the Lenders, in sixty five percent (65%) of the voting Equity Interests of such CFC and one hundred percent (100%) of all other Equity Interests of such CFC owned by such Loan Partyextent not previously provided).

Additional Guaranties and Collateral Security. Cause: (i) each Subsidiary (of its Subsidiaries, other than any Excluded Subsidiary) of any Loan Party that is the Non-Wholly Owned Subsidiaries, not in existence on the Effective Date, Date to execute and deliver to the Collateral Agent for the benefit of the Lender Group promptly and in any event event, with respect to each of the documents described below in clauses (A), (B), (C), (x) and (y), within 10 three Business Days after the formation, acquisition or change in status thereof, thereof (A) a Joinder Agreement, pursuant to which such Subsidiary shall be made a party to this Agreement as a Guarantor or a Borrower, as applicable (provided that Guaranty guaranteeing the Accounts Receivable or Inventory of any new Borrower shall not be included in the Borrowing Base until the applicable conditions set forth in the definitions of Eligible Accounts Receivable and Eligible Inventory are satisfied)Obligations, (B) a supplement to the Security Agreement, (C) if such Subsidiary has any Subsidiaries, a Pledge Agreement together with (x) certificates evidencing all of the Capital Stock of any Person owned by such Subsidiary, (y) undated stock powers executed in blank, and (z) within 20 Business Days after the formation, acquisition, or change in status of such Subsidiary, such opinion of counsel and such approving certificate of such Subsidiary as Collateral Agent may reasonably request in respect of complying with any legend on any such certificate or any other matter relating to such shares, (D) within 20 Business Days of the date when such Subsidiary acquires any real property, one or more New Mortgages creating on the such real property of owned by such Subsidiary a perfected, first priority Lien on such real property property, and a Title Insurance Policy covering such real property, together with such other agreements, instruments and documents as Collateral Agent may reasonably require whether comparable to the extent documents required by under Section 7.01(o)6.01(o) or otherwise, and such other Real Property Deliverables (E) promptly and as may be required soon as reasonably practicable, upon request by the Collateral Agent and (D) Agent, such other agreements, instruments, approvals approvals, legal opinions or other documents reasonably requested by the Collateral Agent in order to create, perfect, establish the first priority nature of or otherwise protect any Lien purported to be covered created by any such Security Documents Agreement, Pledge Agreement or New Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Intercompany Subordination Agreement and, in accordance with the terms of the Acknowledgment Agreement, the Loan Documents Agreement, and that all property and assets of such Subsidiary shall become Collateral for the Obligations in a manner consistent with the assets of the other corresponding Loan Parties that constitute CollateralObligations; and (ii) each owner of the Equity Interests Capital Stock of any new Subsidiary of Borrower, to the extent that such Subsidiary Capital Stock is owned by Borrower or any of its Subsidiaries other than the Non-Wholly Owned Subsidiaries, to execute and deliver promptly and in any event event, with respect to the documents described below in clauses (A) and (B), within 10 three Business Days after the formation or acquisition of such Subsidiary a Pledge Amendment or other comparable document (as defined in the applicable Security Documents)Agreement, together with (A) if applicable, certificates evidencing all of the Equity Interests Capital Stock of such SubsidiarySubsidiary in order to create, perfect, establish the first priority nature of, or otherwise protect any Lien purported to be created by such Pledge Agreement, (B) if applicable, undated stock powers or other appropriate instruments of assignment executed in blank with signature guaranteedblank, (C) within 20 Business Days after the formation or acquisition of such opinions Subsidiary, such opinion of counsel and such approving certificate of such new Subsidiary as the Collateral Agent may reasonably request in respect of complying with any legend on any such certificate or any other matter relating to such shares, and (D) promptly and as soon as reasonably practicable, upon request by Collateral Agent, such other agreements, instruments, approvals approvals, legal opinions or other documents reasonably requested by Collateral Agent in order to create or perfect the Collateral Agent. (iii) Notwithstanding the foregoingfirst priority nature of, no CFC of a Loan Party shall be required to become a Loan Party hereunder (and, as such, shall not be required to deliver the documents required by clause (i) above) and no Equity Interests of such CFC shall be required to be pledged or otherwise subject to a protect, any Lien under the Loan Documents if in any such case (x) adverse tax consequences could reasonably be expected to result therefrom or (y) such guarantee is prohibited by any Requirement of Law; provided, however, that if the Equity Interests of such CFC are owned by a Loan Party, such Loan Party shall deliver, all such documents, instruments, agreements (excluding any pledge agreement or other security document governed by the laws of any jurisdiction other than a jurisdiction of the United States), and certificates described in clause (ii) above to the Collateral Agent, and take all actions reasonably requested by the Collateral Agent or otherwise necessary to grant and to perfect a first-priority Lien (subject to Permitted Liens) in favor of the Collateral Agent, for the benefit of the Agents and the Lenders, in sixty five percent (65%) of the voting Equity Interests of such CFC and one hundred percent (100%) of all other Equity Interests of such CFC owned created by such Loan Party.Pledge Agreement;

Additional Guaranties and Collateral Security. Cause: (i) each Subsidiary (other than any Excluded Subsidiary) of any Loan Party that is not in existence on the Effective Date, to execute and deliver to the Collateral Agent promptly and in any event within 10 Business Days 3 days after the formation, acquisition or change in status thereof, (A) a Joinder Agreement, pursuant to which such Subsidiary shall be made a party joinder to this Agreement as for the purposes set forth therein, including, without limitation, becoming a Guarantor or a Borrower, as applicable (provided that the Accounts Receivable or Inventory of any new Borrower shall not be included in the Borrowing Base until the applicable conditions set forth in the definitions of Eligible Accounts Receivable and Eligible Inventory are satisfied)hereunder, (B) a supplement to the Security Agreement, together with (Cx) one or more Mortgages creating on certificates evidencing all of the real property Equity Interests of any Person owned by such Subsidiary, (y) undated stock powers executed in blank with signature guaranteed, and (z) such opinion of counsel and such approving certificate of such Subsidiary a perfected, first priority Lien as the Agent may reasonably request in respect of complying with any legend on any such real property certificate or any other matter relating to the extent required by Section 7.01(o)such shares, and such other Real Property Deliverables as may be required by the Collateral Agent and (DC) such other agreements, instruments, approvals approvals, legal opinions or other documents reasonably requested by the Collateral Agent in order to create, perfect, establish the first priority of or otherwise protect any Lien purported to be covered by any such Security Documents Agreement, or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of such Subsidiary shall become Collateral for the Obligations (including, without limitation, a contribution agreement and an intercompany subordination agreement and any cash management or control agreements); it being understood that the foregoing requirements set forth in a manner consistent with the assets of the other corresponding Loan Parties that constitute Collateral; and (ii) each owner of the Equity Interests of any such Subsidiary to execute and deliver promptly and in any event within 10 Business Days after the formation or acquisition of such Subsidiary a Pledge Amendment or other comparable document (as defined in the applicable Security Documents), together with clauses (A) if applicable, certificates evidencing all of the Equity Interests of such Subsidiary), (B) if applicable, undated stock powers or other appropriate instruments of assignment executed in blank with signature guaranteed, and (C) shall not be applicable with respect to any Insurance Subsidiary or any Regulated Insurance Assets to the extent any insurance-related Governmental Authority does not permit any of the requirements of clauses (A), (B) and/or (C) to be satisfied, in each case, subject to the requirement that the Loan Parties shall, and shall cause its Subsidiaries to, use commercially reasonable efforts diligently pursued to obtain approval from the applicable Governmental Authority to grant the Agent the security interests and guaranties as set forth in this subsection (b) (with such opinions of counsel as the Collateral commercially reasonable efforts to be reported to Agent may reasonably request on Lien Updates); and (D) such other agreements, instruments, approvals or other documents reasonably requested by the Collateral Agent. (iii) Notwithstanding the foregoing, no CFC of a Loan Party Foreign Subsidiary shall be required to become a Loan Party Guarantor hereunder (and, as such, shall not be required to deliver the documents required by clause (i) above) and no Equity Interests of such CFC shall be required to be pledged or otherwise subject to a Lien under the Loan Documents if in any such case (x) adverse tax consequences could reasonably be expected to result therefrom or (y) such guarantee is prohibited by any Requirement of Law); provided, however, that if the Equity Interests of such CFC Foreign Subsidiary are owned by a Loan Party, such Loan Party shall deliver, all such documents, instruments, agreements (excluding any including, without limitation, at the reasonable request of the Agent, a pledge agreement or other security document governed by the laws of any jurisdiction other than a the jurisdiction of the United Statesorganization of such Foreign Subsidiary), and certificates described in clause (ii) above to the Collateral Agent, and take all commercially reasonable actions reasonably requested by the Collateral Agent or otherwise necessary to grant and to perfect a first-priority Lien (subject to Permitted Liens) in favor of the Collateral Agent, for the benefit of the Agents Agent and the Lenders, in sixty five percent (65%) % of the voting Equity Interests of such CFC Foreign Subsidiary and one hundred percent (100%) % of all other Equity Interests of such CFC Foreign Subsidiary owned by such Loan Party.

Additional Guaranties and Collateral Security. Cause: (i) each Subsidiary (other than any Excluded Subsidiary) of any Loan Party that is not in existence on the Effective Date, to execute and deliver to the Collateral Agent promptly and in any event within 10 Business Days three days after the formation, acquisition or change in status thereof, thereof (A) a Joinder Agreement, pursuant to which such Subsidiary shall be made a party to this Agreement as a Guarantor or a Borrower, as applicable (provided that Guaranty guaranteeing the Accounts Receivable or Inventory of any new Borrower shall not be included in the Borrowing Base until the applicable conditions set forth in the definitions of Eligible Accounts Receivable and Eligible Inventory are satisfied)Obligations, (B) a supplement to the Security Agreement, (C) if such Subsidiary has any Subsidiaries which are Unrestricted Subsidiaries (as defined in the Indenture), a Pledge Agreement together with (x) certificates evidencing all of the Capital Stock of any Person owned by such Subsidiary, (y) undated stock powers executed in blank with signature guaranteed, and (z) such opinion of counsel and such approving certificate of such Subsidiary as the Collateral Agent may reasonably request in respect of complying with any legend on any such certificate or any other matter relating to such shares, (D) one or more Mortgages creating on the real property of such Subsidiary a perfected, first priority Lien on such real property (subject only to such Liens as may exist as of the date of the acquisition of such Subsidiary and not created in anticipation of such acquisition), a Title Insurance Policy covering such real property, a current ALTA survey thereof and a surveyor's certificate, each in form and substance satisfactory to the extent required by Section 7.01(o)Collateral Agent, and together with such other Real Property Deliverables agreements, instruments and documents as may be required by the Collateral Agent may require whether comparable to the documents required under Section 7.01(o) or otherwise, and (DE) such other agreements, instruments, approvals approvals, legal opinions or other documents reasonably requested by the Collateral Agent in order to create, perfect, establish the first priority of (subject only to such Liens as may exist as of the date of the acquisition of such Subsidiary and not created in anticipation of such acquisition) or otherwise protect any Lien purported to be covered by any such Security Documents Agreement, Pledge Agreement or Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of such Subsidiary shall become Collateral for the Obligations in a manner consistent with the assets of the other corresponding Loan Parties that constitute CollateralObligations; and (ii) each owner of the Equity Interests Capital Stock of any such Subsidiary which is an Unrestricted Subsidiary (as defined in the Indenture) to execute and deliver promptly and in any event within 10 Business Days three days after the formation or acquisition of such Subsidiary a Pledge Amendment or other comparable document (as defined Agreement in form and substance satisfactory to the applicable Security Documents)Collateral Agent, together with (A) if applicable, certificates evidencing all of the Equity Interests Capital Stock of such Subsidiary, (B) if applicable, undated stock powers or other appropriate instruments of assignment executed in blank with signature guaranteed, (C) such opinions opinion of counsel and such approving certificate of such Subsidiary as the Collateral Agent may reasonably request in respect of complying with any legend on any such certificate or any other matter relating to such shares and (D) such other agreements, instruments, approvals approvals, legal opinions or other documents reasonably requested by the Collateral Agent. (iii) Notwithstanding the foregoing, no CFC of a Loan Party shall be required to become a Loan Party hereunder (and, as such, shall not be required to deliver the documents required by clause (i) above) and no Equity Interests of such CFC shall be required to be pledged or otherwise subject to a Lien under the Loan Documents if in any such case (x) adverse tax consequences could reasonably be expected to result therefrom or (y) such guarantee is prohibited by any Requirement of Law; provided, however, that if the Equity Interests of such CFC are owned by a Loan Party, such Loan Party shall deliver, all such documents, instruments, agreements (excluding any pledge agreement or other security document governed by the laws of any jurisdiction other than a jurisdiction of the United States), and certificates described in clause (ii) above to the Collateral Agent, and take all actions reasonably requested by the Collateral Agent or otherwise necessary to grant and to perfect a first-priority Lien (subject to Permitted Liens) in favor of the Collateral Agent, for the benefit of the Agents and the Lenders, in sixty five percent (65%) of the voting Equity Interests of such CFC and one hundred percent (100%) of all other Equity Interests of such CFC owned by such Loan Party.;

Additional Guaranties and Collateral Security. Cause: (i) each Subsidiary (other than any Excluded Subsidiary) of any Domestic Loan Party that is not in existence on the Effective Date, and each Subsidiary of any Domestic Loan Party which is a non borrowing Subsidiary on the Effective Date or upon formation or acquisition but later ceases to be a non borrowing Subsidiary (in each case other than an Inactive Subsidiary), to execute and deliver to the Collateral Agent promptly and in any event within 10 Business Days after the formation, acquisition or change in status thereof, following its request (A) a Joinder Agreement, pursuant to which such Subsidiary shall be made a party to this Agreement as a Guarantor or a Borrower, as applicable (provided that Guaranty guaranteeing the Accounts Receivable or Inventory of any new Borrower shall not be included in the Borrowing Base until the applicable conditions set forth in the definitions of Eligible Accounts Receivable and Eligible Inventory are satisfied)A Obligations, (B) a supplement to the Security Agreement, (C) if such Subsidiary has any Subsidiaries, a Pledge Agreement together with (x) certificates evidencing all of the Capital Stock of any Person owned by such Subsidiary, (y) undated stock powers executed in blank with signature guaranteed, and (z) such opinion of counsel and such approving certificate of such Subsidiary as the Collateral Agent may reasonably request in respect of complying with any legend on any such certificate or any other matter relating to such shares, (D) one or more Mortgages creating creating, on the real property of such Subsidiary with a Current Value in excess of $100,000, a perfected, first priority Lien (subject to Permitted Liens) on such real property property, a Title Insurance Policy covering such real property, a current ALTA survey thereof and a surveyor's certificate, each in form and substance satisfactory to the extent required by Section 7.01(o)Collateral Agent, and together with such other Real Property Deliverables agreements, instruments and documents as may be required by the Collateral Agent may reasonably require whether comparable to the documents required under Section 7.01(o) or otherwise, and (DE) such other agreements, instruments, approvals approvals, legal opinions or other documents reasonably requested by the Collateral Agent in order to create, perfect, establish the first priority of or otherwise protect any Lien purported to be covered by any such Security Documents Agreement, Pledge Agreement or Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of such Subsidiary shall become Collateral for the Obligations in a manner consistent with the assets of the other corresponding Loan Parties that constitute CollateralA Obligations; and (ii) each owner of the Equity Interests Capital Stock of any such Subsidiary to execute and deliver promptly and in any event within 10 Business Days days after the formation or acquisition of such Subsidiary a Pledge Amendment or other comparable document (as defined in the applicable Security Documents)Agreement, together with (A) if applicable, certificates evidencing all of the Equity Interests Capital Stock of such Subsidiary, (B) if applicable, undated stock powers or other appropriate instruments of assignment executed in blank with signature guaranteed, (C) such opinions opinion of counsel and such approving certificate of such Subsidiary as the Collateral Agent may reasonably request in respect of complying with any legend on any such certificate or any other matter relating to such shares and (D) such other agreements, instruments, approvals approvals, legal opinions or other documents requested reasonably requested by the Collateral Agent. (iii) Notwithstanding the foregoing, no CFC of a Loan Party shall be required to become a Loan Party hereunder (and, as such, shall not be required to deliver the documents required by clause (i) above) and no Equity Interests of such CFC shall be required to be pledged or otherwise subject to a Lien under the Loan Documents if in any such case (x) adverse tax consequences could reasonably be expected to result therefrom or (y) such guarantee is prohibited by any Requirement of Law; provided, however, that if the Equity Interests of such CFC are owned by a Loan Party, such Loan Party shall deliver, all such documents, instruments, agreements (excluding any pledge agreement or other security document governed by the laws of any jurisdiction other than a jurisdiction of the United States), and certificates described in clause (ii) above to the Collateral Agent, and take all actions reasonably requested by the Collateral Agent or otherwise necessary to grant and to perfect a first-priority Lien (subject to Permitted Liens) in favor of the Collateral Agent, for the benefit of the Agents and the Lenders, in sixty five percent (65%) of the voting Equity Interests of such CFC and one hundred percent (100%) of all other Equity Interests of such CFC owned by such Loan Party.

Additional Guaranties and Collateral Security. Cause: (i) each Subsidiary (other than any Excluded Subsidiary) of any Loan Party that is not in existence on the Effective Date, Date to execute and deliver to the Collateral Agent promptly and in any event within 10 Business Days days after the formation, acquisition or change in status thereof, thereof (A) a Joinder Agreement, pursuant to which such Subsidiary shall be made a party to this Agreement as a Guarantor or a Borrower, as applicable (provided that Guaranty guaranteeing the Accounts Receivable or Inventory of any new Borrower shall not be included in the Borrowing Base until the applicable conditions set forth in the definitions of Eligible Accounts Receivable and Eligible Inventory are satisfied)Obligations, (B) a supplement to the Security Agreement, (C) if such Subsidiary has any Subsidiaries, a Pledge Agreement together with (x) certificates evidencing all of the Capital Stock of any Person (provided that, if such Person is organized or formed under the laws of a jurisdiction other than the District of Columbia or any state or territory of the United States of America, Germany or the United Kingdom, certificates evidencing 66- 2/3% of the Capital Stock of such Person) owned by such Subsidiary, (y) undated stock powers executed in blank with signature guaranteed, provided that, if any Working Capital Indebtedness shall be outstanding, such Person shall, subject to the terms of the Lien Intercreditor Agreement, deliver the original certificates and undated stock powers or other instruments of assignment to Working Capital Agent, currently with a copy of the same to the Agent, and (z) such opinion of counsel and such approving certificate of such Subsidiary as the Agent may reasonably request in respect of complying with any legend on any such certificate or any other matter relating to such shares, (D) one or more Mortgages mortgages creating on the real property of such Subsidiary a perfected, first priority perfected Lien on such real property (subject only to the extent required by Section 7.01(ofirst priority Liens described in clause (i) of the definition of “Permitted Liens”), a Title Insurance Policy covering such real property, a current ALTA survey thereof and a surveyor’s certificate, each in form and substance satisfactory to the Agent, together with such other Real Property Deliverables agreements, instruments and documents as the Agent may be require whether comparable to the documents required by under Section 6.01(o) or otherwise, (E) joinders to each of the Collateral Agent Intercompany Subordination Agreement and the Contribution Agreement, and (DF) such other agreements, instruments, approvals approvals, legal opinions or other documents reasonably requested by the Collateral Agent in order to create, perfect, establish the first priority of perfect or otherwise protect any Lien purported to be covered by any such Security Documents Agreement, Pledge Agreement or mortgage or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of such Subsidiary shall become Collateral for the Obligations in a manner consistent with the assets of the other corresponding Loan Parties that constitute CollateralObligations; and (ii) each owner of the Equity Interests Capital Stock of any such Subsidiary to execute and deliver promptly and in any event within 10 Business Days days after the formation or acquisition of such Subsidiary a Pledge Amendment or other comparable document (as defined in the applicable Security Documents)Agreement, together with (A) if applicable, certificates evidencing all of the Equity Interests Capital Stock of such Subsidiary (provided that, if such Subsidiary is organized or formed under the laws of a jurisdiction other than the District of Columbia or any state or territory of the United States of America, Germany or the United Kingdom, certificates evidencing 66- 2/3% of the Capital Stock of such Subsidiary), (B) if applicable, undated stock powers or other appropriate instruments of assignment executed in blank with signature guaranteed, (C) such opinions opinion of counsel and such approving certificate of such Subsidiary as the Collateral Agent may reasonably request in respect of complying with any legend on any such certificate or any other matter relating to such shares and (D) such other agreements, instruments, approvals approvals, legal opinions or other documents reasonably requested by the Collateral Agent, provided that, if any Working Capital Indebtedness shall be outstanding, such Person shall, subject to the terms of the Lien Intercreditor Agreement, deliver the original certificates and undated stock powers or other instruments of assignment to the Working Capital Agent, concurrently with a copy of the same to the Agent. (iii) Notwithstanding the foregoing, no CFC of a Loan Party shall be required to become a Loan Party hereunder (and, as such, shall not be required to deliver the documents required by clause (i) above) and no Equity Interests of such CFC shall be required to be pledged or otherwise subject to a Lien under the Loan Documents if in any such case (x) adverse tax consequences could reasonably be expected to result therefrom or (y) such guarantee is prohibited by any Requirement of Law; provided, however, that if the Equity Interests of such CFC are owned by a Loan Party, such Loan Party shall deliver, all such documents, instruments, agreements (excluding any pledge agreement or other security document governed by the laws of any jurisdiction other than a jurisdiction of the United States), and certificates described in clause (ii) above to the Collateral Agent, and take all actions reasonably requested by the Collateral Agent or otherwise necessary to grant and to perfect a first-priority Lien (subject to Permitted Liens) in favor of the Collateral Agent, for the benefit of the Agents and the Lenders, in sixty five percent (65%) of the voting Equity Interests of such CFC and one hundred percent (100%) of all other Equity Interests of such CFC owned by such Loan Party.

Additional Guaranties and Collateral Security. Cause: (i) each Subsidiary (other than any Excluded Subsidiary) of any Loan Party that is not in existence on the Effective Date, to execute and deliver to the Collateral Agent promptly promptly, and in any event within 10 Business Days a reasonable period of time in the exercise of ordinary diligence after the formation, formation or acquisition or change in status thereof, (A) a Joinder Agreement, pursuant to which such Subsidiary shall be made a party to this Agreement as a Guarantor or a Borrower, as applicable (provided that the Accounts Receivable or Inventory of any new Borrower shall not be included in the Borrowing Base until the applicable conditions set forth in the definitions of Eligible Accounts Receivable and Eligible Inventory are satisfied)Guarantor, (B) a supplement to the Pledge and Security AgreementAgreement in the form of Exhibit C thereto, together with (x) certificates evidencing all of the Capital Stock of any Person owned by such Subsidiary, (y) undated stock powers executed in blank with signature guaranteed, and (z) such opinion of counsel and such approving certificate of such Subsidiary as Agent may reasonably request in respect of complying with any legend on any such certificate or any other matter relating to such shares, (C) one or more Mortgages creating on the real property of such Subsidiary a perfected, first priority Lien (subject to Permitted Liens) on such real property property, a Title Insurance Policy covering such real property, a current ALTA survey thereof and a surveyor's certificate, each in form and substance satisfactory to Agent, together with such other agreements, instruments and documents as Agent may require whether comparable to the extent documents required by under Section 7.01(o)) or otherwise, and such other Real Property Deliverables as may be required by the Collateral Agent and (D) such other agreements, instruments, approvals approvals, legal opinions or other documents reasonably requested by the Collateral Agent in order to create, perfect, establish the first priority of of, or otherwise protect any Lien purported to be covered by the Pledge and Security Agreement or any such Security Documents Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of such Subsidiary shall become Collateral for the Obligations in a manner consistent with Obligations. Upon the assets formation of any such Subsidiary after the Effective Date, the Loan Parties shall notify Agent within 15 days following formation, and shall thereafter diligently prosecute delivery of the foregoing documents and other corresponding Loan Parties that constitute Collateralitems until all such matters have been completed to Agent's satisfaction; and (ii) each owner of the Equity Interests Capital Stock of any such Subsidiary to execute and deliver promptly promptly, and in any event within 10 Business Days the period required to complete the matters set forth in Section 7.01(b)(i) above after the formation or acquisition of such Subsidiary Subsidiary, a Pledge Amendment or other comparable document (as defined in the applicable form of Exhibit A to the Pledge and Security Documents)Agreement, together with (A) if applicable, certificates evidencing all of the Equity Interests Capital Stock of such Subsidiary, (B) if applicable, undated stock powers or other appropriate instruments of assignment executed in blank with signature guaranteed, (C) such opinions opinion of counsel and such approving certificate of such Subsidiary as the Collateral Agent may reasonably request in respect of complying with any legend on any such certificate or any other matter relating to such shares and (D) such other agreements, instruments, approvals approvals, legal opinions or other documents reasonably requested by the Collateral Agent. (iii) Notwithstanding the foregoing, no CFC of a Loan Party shall be required to become a Loan Party hereunder (and, as such, shall not be required to deliver the documents required by clause (i) above) and no Equity Interests of such CFC shall be required to be pledged or otherwise subject to a Lien under the Loan Documents if in any such case (x) adverse tax consequences could reasonably be expected to result therefrom or (y) such guarantee is prohibited by any Requirement of Law; provided, however, that if the Equity Interests of such CFC are owned by a Loan Party, such Loan Party shall deliver, all such documents, instruments, agreements (excluding any pledge agreement or other security document governed by the laws of any jurisdiction other than a jurisdiction of the United States), and certificates described in clause (ii) above to the Collateral Agent, and take all actions reasonably requested by the Collateral Agent or otherwise necessary to grant and to perfect a first-priority Lien (subject to Permitted Liens) in favor of the Collateral Agent, for the benefit of the Agents and the Lenders, in sixty five percent (65%) of the voting Equity Interests of such CFC and one hundred percent (100%) of all other Equity Interests of such CFC owned by such Loan Party.

Additional Guaranties and Collateral Security. Cause: (i) each Subsidiary (other than any Excluded SubsidiaryImmaterial Subsidiaries) of any Loan Party that is not in existence on the Effective Date, to execute and deliver to the Collateral Agent promptly and in any event within 10 Business Days 20 days after the formation, acquisition or change in status thereof, thereof (A) a Joinder Agreement, pursuant to which such Subsidiary shall be made a party to this Agreement as a Guarantor or a Borrower, as applicable (provided that Guaranty guaranteeing the Accounts Receivable or Inventory of any new Borrower shall not be included in the Borrowing Base until the applicable conditions set forth in the definitions of Eligible Accounts Receivable and Eligible Inventory are satisfied)Obligations, (B) a supplement to Security Agreement or Canadian Security Agreement (as the Security Agreementcase may be), and if such Subsidiary has any Subsidiaries, together with (x) certificates evidencing all of the Capital Stock of any Person owned by such Subsidiary, and (y) undated stock powers executed in blank with signature guaranteed, (C) one or more Mortgages creating on the real property of such Subsidiary a perfected, first priority Lien on such real property, a Title Insurance Policy covering such real property, a current ALTA survey thereof (in respect of the real property located in the United States) and a surveyor's certificate, each in form and substance satisfactory to the extent required by Section 7.01(o)Collateral Agent, and together with such other Real Property Deliverables agreements, instruments and documents as may be required by the Collateral Agent may require whether comparable to the documents required under 0 or otherwise, and (DE ) such other agreements, instruments, approvals approvals, legal opinions (to the extent that the annual Consolidated EBITDA of such Subsidiary is not less than $2,000,000) or other documents reasonably requested by the Collateral Agent in order to create, perfect, establish the first priority of or otherwise protect any Lien purported to be covered by any such Security Documents Agreement (or Canadian Security Agreement) or Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of such Subsidiary shall become Collateral for the Obligations in a manner consistent with the assets of the other corresponding Loan Parties that constitute CollateralObligations; and (ii) each owner of the Equity Interests Capital Stock of any such Subsidiary (including any Immaterial Subsidiaries) to execute and deliver promptly and in any event within 10 Business Days 20 days after the formation or acquisition of such Subsidiary a Pledge Amendment or other comparable document (as defined in the applicable supplement to Security Documents)Agreement, together with (A) if applicable, certificates evidencing all of the Equity Interests Capital Stock of such Subsidiary, (B) if applicable, undated stock powers or other appropriate instruments of assignment executed in blank with signature guaranteed, and (C) such opinions of counsel as the Collateral Agent may reasonably request and (D) such other agreements, instruments, approvals or other documents reasonably requested by the Collateral Agent. (iii) Notwithstanding the foregoing, no CFC of a Loan Party shall be required to become a Loan Party hereunder (and, as such, shall not be required to deliver the documents required by clause (i) above) and no Equity Interests of such CFC shall be required to be pledged or otherwise subject to a Lien under the Loan Documents if in any such case (x) adverse tax consequences could reasonably be expected to result therefrom or (y) such guarantee is prohibited by any Requirement of Law; provided, however, that if the Equity Interests of such CFC are owned by a Loan Party, such Loan Party shall deliver, all such documents, instruments, agreements (excluding any pledge agreement or other security document governed by the laws of any jurisdiction other than a jurisdiction of the United States), and certificates described in clause (ii) above to the Collateral Agent, and take all actions reasonably requested by the Collateral Agent or otherwise necessary to grant and to perfect a first-priority Lien (subject to Permitted Liens) in favor of the Collateral Agent, for the benefit of the Agents and the Lenders, in sixty five percent (65%) of the voting Equity Interests of such CFC and one hundred percent (100%) of all other Equity Interests of such CFC owned by such Loan Party.

Additional Guaranties and Collateral Security. Cause: Each Borrower shall cause: (i) each a)each Subsidiary (other than any Excluded Subsidiary) of any Loan Party that is Borrower not in existence on the Effective Datedate hereof, to execute and deliver to Agent (or, if the Collateral Agent Working Capital Loan Termination Date has not occurred, Working Capital Agent) promptly and in any event within 10 Business Days 3 days after the formation, acquisition or change in status thereofthereof (i) a guaranty guaranteeing the Obligations, (Aii) a Joinder Agreementsecurity agreement, pursuant to which (iii) if such Subsidiary shall be made has any Subsidiaries, a party to this Agreement as a Guarantor or a Borrower, as applicable pledge agreement together with (provided that x) certificates evidencing all of the Accounts Receivable or Inventory Capital Stock of any new Borrower shall not be included in the Borrowing Base until the applicable conditions set forth in the definitions of Eligible Accounts Receivable and Eligible Inventory are satisfied)Person owned by such Subsidiary, (By) a supplement undated stock powers executed in blank with signature guaranteed, and (z) such opinion of counsel and such approving certificate of such Subsidiary as Agent may reasonably request in respect of complying with any legend on any such certificate or any other matter relating to the Security Agreementsuch shares, (Civ) one or more Mortgages creating on the real property Real Property of such Subsidiary a perfected, first priority Lien lien (subject to the prior lien of the Working Capital Agent) on such real property Real Property, a title insurance policy covering such Real Property, a current ALTA survey thereof and a surveyor's certificate, each in form and substance reasonably satisfactory to Agent, together with such other agreements, instruments and documents as the extent required by Section 7.01(o)Agent may reasonably require, and such other Real Property Deliverables as may be required by the Collateral Agent and (Dv) such other agreements, instruments, approvals approvals, legal opinions or other documents reasonably requested by the Collateral Agent in order to create, perfect, establish the first priority (subject to the prior lien of the Working Capital Agent) of or otherwise protect any Lien lien purported to be covered by any such Security Documents security agreement, pledge agreement or Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents Financing Agreements and that all property and assets of such Subsidiary shall become Collateral for the Obligations in a manner consistent with the assets of the other corresponding Loan Parties that constitute CollateralObligations; and (ii) each owner of the Equity Interests of any such Subsidiary to execute and deliver promptly and in any event within 10 Business Days after the formation or acquisition of such Subsidiary a Pledge Amendment or other comparable document (as defined in the applicable Security Documents), together with (A) if applicable, certificates evidencing all of the Equity Interests of such Subsidiary, (B) if applicable, undated stock powers or other appropriate instruments of assignment executed in blank with signature guaranteed, (C) such opinions of counsel as the Collateral Agent may reasonably request and (D) such other agreements, instruments, approvals or other documents reasonably requested by the Collateral Agent. (iii) Notwithstanding the foregoing, no CFC of a Loan Party shall be required to become a Loan Party hereunder (and, as such, shall not be required to deliver the documents required by clause (i) above) and no Equity Interests of such CFC shall be required to be pledged or otherwise subject to a Lien under the Loan Documents if in any such case (x) adverse tax consequences could reasonably be expected to result therefrom or (y) such guarantee is prohibited by any Requirement of Law; provided, however, that if the Equity Interests of such CFC are owned by a Loan Party, such Loan Party shall deliver, all such documents, instruments, agreements (excluding any pledge agreement or other security document governed by the laws of any jurisdiction other than a jurisdiction of the United States), and certificates described in clause (ii) above to the Collateral Agent, and take all actions reasonably requested by the Collateral Agent or otherwise necessary to grant and to perfect a first-priority Lien (subject to Permitted Liens) in favor of the Collateral Agent, for the benefit of the Agents and the Lenders, in sixty five percent (65%) of the voting Equity Interests of such CFC and one hundred percent (100%) of all other Equity Interests of such CFC owned by such Loan Party.

Additional Guaranties and Collateral Security. Cause: (i) each Subsidiary (other than any Excluded Subsidiary) of any Loan Party that is not in existence on the Effective Date, to execute and deliver to the Collateral Agent Agents promptly and in any event within 10 Business Days after the formation, formation or acquisition or change in status thereof, thereof (A) a Joinder Agreement, pursuant to which such Subsidiary shall be made a party to this Agreement as a Guarantor or a Borrower, as applicable (provided that Guaranty guaranteeing the Accounts Receivable or Inventory of any new Borrower shall not be included in the Borrowing Base until the applicable conditions set forth in the definitions of Eligible Accounts Receivable and Eligible Inventory are satisfied)Obligations, (B) a supplement to the Security Agreement, (C) if such Subsidiary has any Subsidiaries, a Pledge Agreement, if required by the Agents, together with (x) certificates evidencing all of the Capital Stock of any Person directly owned by such Subsidiary, (y) undated stock powers executed in blank with signature guaranteed, and (z) such opinion of counsel and such approving certificate of such Subsidiary as the Agents may reasonably request in respect of complying with any legend on any such certificate or any other matter relating to such shares, (D) one or more Mortgages creating on the real property of such Subsidiary a perfected, first priority Lien on such real property property, a Title Insurance Policy covering such real property, if available or if customarily obtained for similar real property, a current ALTA survey thereof and a surveyor’s certificate, each in form and substance satisfactory to the extent Collateral Agent, together with such other agreements, instruments and documents as the Agents may require whether comparable to the documents required by under Section 7.01(o)8.01(n) or otherwise, and such other Real Property Deliverables as may be required by the Collateral Agent and (DE) such other agreements, instruments, approvals approvals, legal opinions or other documents reasonably requested by the Collateral Agent Agents in order to create, perfect, establish the first priority of or otherwise protect any Lien purported to be covered by any such Security Documents security agreement, pledge agreement, or Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of such Subsidiary shall become Collateral for the Obligations in a manner consistent with the assets of the other corresponding Loan Parties that constitute CollateralObligations; and (ii) each owner of the Equity Interests Capital Stock of any such Subsidiary to execute and deliver promptly and in any event within 10 Business Days after the formation or acquisition of such Subsidiary a Pledge Amendment or other comparable document (as defined in the applicable Security Documents)Agreement, together with (A) if applicable, certificates evidencing all of the Equity Interests Capital Stock of such Subsidiary, (B) if applicable, undated stock powers or other appropriate instruments of assignment executed in blank with signature guaranteed, (C) such opinions opinion of counsel and such approving certificate of such Subsidiary as the Collateral Agent Agents may reasonably request in respect of complying with any legend on any such certificate or any other matter relating to such shares and (D) such other agreements, instruments, approvals approvals, legal opinions or other documents reasonably requested by the Collateral AgentAgents. (iii) Notwithstanding the foregoing, no CFC of a Loan Party shall be required to become a Loan Party hereunder (and, as such, shall not be required to deliver the documents required by clause (i) above) and no Equity Interests of such CFC shall be required to be pledged or otherwise subject to a Lien under the Loan Documents if in any such case (x) adverse tax consequences could reasonably be expected to result therefrom or (y) such guarantee is prohibited by any Requirement of Law; provided, however, that if the Equity Interests of such CFC are owned by a Loan Party, such Loan Party shall deliver, all such documents, instruments, agreements (excluding any pledge agreement or other security document governed by the laws of any jurisdiction other than a jurisdiction of the United States), and certificates described in clause (ii) above to the Collateral Agent, and take all actions reasonably requested by the Collateral Agent or otherwise necessary to grant and to perfect a first-priority Lien (subject to Permitted Liens) in favor of the Collateral Agent, for the benefit of the Agents and the Lenders, in sixty five percent (65%) of the voting Equity Interests of such CFC and one hundred percent (100%) of all other Equity Interests of such CFC owned by such Loan Party.

Additional Guaranties and Collateral Security. Cause: (i) each Subsidiary (other than any Excluded Subsidiary) of any Loan Party that is not in existence on the Effective DateDate and each Subsidiary of any Loan Party which is a non-borrowing Subsidiary on the Effective Date or upon formation or acquisition but later ceases to be a non-borrowing Subsidiary, to execute and deliver to the Collateral Agent promptly and in any event within 10 Business Days ten (10) days after the formation, acquisition or change in status thereof, thereof (A) a Joinder Agreement, pursuant to which such Subsidiary shall be made a party to this Agreement as a Guarantor or a Borrower, as applicable (provided that Guaranty guaranteeing the Accounts Receivable or Inventory of any new Borrower shall not be included in the Borrowing Base until the applicable conditions set forth in the definitions of Eligible Accounts Receivable and Eligible Inventory are satisfied)Obligations, (B) a supplement to the Security Agreement, (C) if such Subsidiary has any Subsidiaries, a Pledge Agreement together with (x) certificates evidencing all of the Capital Stock of any Person owned by such Subsidiary, (y) undated stock powers executed in blank with signature guaranteed, and (z) such opinion of counsel and such approving certificate of such Subsidiary as the Collateral Agent may reasonably request in respect of complying with any legend on any such certificate or any other matter relating to such shares, (D) if requested by the Collateral Agent, one or more Mortgages creating on the owned real property of such Subsidiary a perfected, first priority Lien (subject to Permitted Liens) on such real property property, a Title Insurance Policy covering such real property, a current ALTA survey thereof and a surveyor's certificate, each in form and substance satisfactory to the extent required by Section 7.01(o)Collateral Agent, and together with such other Real Property Deliverables agreements, instruments and documents as may be required by the Collateral Agent may reasonably require whether comparable to the documents required under Section 7.01(o) or otherwise, and (DE) such other agreements, instruments, approvals approvals, legal opinions or other documents reasonably requested by the Collateral Agent in order to create, perfect, establish the first priority (subject to Permitted Liens) of or otherwise protect any Lien purported to be covered by any such Security Documents Agreement, Pledge Agreement or Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of such Subsidiary shall become Collateral for the Obligations in a manner consistent with the assets of the other corresponding Loan Parties that constitute CollateralObligations; and (ii) each owner of the Equity Interests Capital Stock of any such Subsidiary to execute and deliver promptly and in any event within 10 Business Days ten (10) days after the formation or acquisition of such Subsidiary a Pledge Amendment or other comparable document (as defined in the applicable Security Documents)Agreement, together with (A) if applicable, certificates evidencing all of the Equity Interests Capital Stock of such Subsidiary, (B) if applicable, undated stock powers or other appropriate instruments of assignment executed in blank with signature guaranteed, (C) such opinions opinion of counsel and such approving certificate of such Subsidiary as the Collateral Agent may reasonably request in respect of complying with any legend on any such certificate or any other matter relating to such shares and (D) such other agreements, instruments, approvals approvals, legal opinions or other documents reasonably requested by the Collateral Agent. (iii) Notwithstanding the foregoing, no CFC of a Loan Party shall be required to become a Loan Party hereunder (and, as such, shall not be required to deliver the documents required by clause (i) above) and no Equity Interests of such CFC shall be required to be pledged or otherwise subject to a Lien under the Loan Documents if in any such case (x) adverse tax consequences could reasonably be expected to result therefrom or (y) such guarantee is prohibited by any Requirement of Law; provided, however, that if the Equity Interests of such CFC are owned by a Loan Party, such Loan Party shall deliver, all such documents, instruments, agreements (excluding any pledge agreement or other security document governed by the laws of any jurisdiction other than a jurisdiction of the United States), and certificates described in clause (ii) above to the Collateral Agent, and take all actions reasonably requested by the Collateral Agent or otherwise necessary to grant and to perfect a first-priority Lien (subject to Permitted Liens) in favor of the Collateral Agent, for the benefit of the Agents and the Lenders, in sixty five percent (65%) of the voting Equity Interests of such CFC and one hundred percent (100%) of all other Equity Interests of such CFC owned by such Loan Party.

Additional Guaranties and Collateral Security. Cause: (i) each Subsidiary (other than any Excluded Subsidiary) of any Loan Party that is (other than an Excluded Subsidiary) not in existence on the Effective DateDate (a “New Subsidiary”), to execute and deliver to the Collateral Administrative Agent promptly and in any event within 10 Business Days forty-five (45) days after the formation, acquisition or change in status thereofthereof (except with respect to clause (C) below, which the Loan Parties shall have sixty (60) days to comply with, provided that the Loan Parties shall deliver the items required by clause (C) below in accordance with Section 7.01(o)), (A) a Joinder Agreement, pursuant to which such Subsidiary shall be made a party to this Agreement as a Guarantor Borrower or a Borrower, as applicable (provided that the Accounts Receivable or Inventory of any new Borrower shall not be included in the Borrowing Base until the applicable conditions set forth in the definitions of Eligible Accounts Receivable and Eligible Inventory are satisfied), Guarantor, (B) a supplement to the Security Agreement, together with (1) certificates (if any) evidencing all of the Equity Interests of such Domestic Subsidiaries owned by such New Subsidiary, (2) undated stock powers executed in blank and (3) such opinions of counsel and such approving certificate of such Subsidiaries as the Administrative Agent or the Required Lenders may reasonably request in respect of complying with any legend on any such certificate or any other matter relating to such shares, (C) if such New Subsidiary has a fee interest in any real property that would constitute After Acquired Property with a Current Value in excess of $500,000 if it were acquired by a Loan Party, if requested by the Administrative Agent or the Required Lenders, one or more Mortgages creating on the such real property of such Subsidiary a perfected, first priority Lien on such real property property, a Title Insurance Policy covering such real property, a current ALTA survey thereof and a surveyor’s certificate, each in form and substance reasonably satisfactory to the extent required by Required Lenders, together with such other agreements, instruments and documents as the Collateral Agent or the Required Lenders may require under Section 7.01(o), and such other Real Property Deliverables as may be required by the Collateral Agent and , (D) such other agreements, instruments, approvals or other documents reasonably requested by the Collateral Agent or the Required Lenders in order to create, perfect, establish the first priority of or otherwise protect any Lien purported to be covered by any such Security Documents Agreement or Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets (other than Excluded Assets (as defined in the Security Agreement)) of such New Subsidiary shall become Collateral for the Obligations in a manner consistent with the assets of the other corresponding Loan Parties that constitute CollateralObligations; and (ii) each Loan Party that is an owner of the Equity Interests of any #97889169v6 such New Subsidiary to execute and deliver promptly and in any event within 10 fifteen (15) Business Days after the formation or acquisition of such New Subsidiary a Pledge Amendment or other comparable document (as defined in the applicable Security DocumentsAgreement), together with (A) certificates (if applicable, certificates any) evidencing all of the Equity Interests of such Subsidiary, (B) if applicable, undated stock powers or other appropriate instruments of assignment executed in blank with signature guaranteedblank, (C) such opinions of counsel and such approving certificate of such New Subsidiary as the Collateral Agent or the Required Lenders may reasonably request in respect of complying with any legend on any such certificate or any other matter relating to such shares and (D) such other agreements, instruments, approvals approvals, legal opinions, or other documents reasonably requested by the Collateral Agent. . Notwithstanding anything to the contrary in the Loan Documents, in no event shall (iiia) Notwithstanding the foregoing, no CFC of a Loan Party shall any Excluded Subsidiary be required to become a Borrower or Guarantor or (b) any Loan Party hereunder (and, as such, shall not be required to deliver the documents required by clause pledge (i) above) and no any Equity Interests of such CFC shall be required to be pledged or otherwise subject to a Lien under the Loan Documents if in any such case (x) adverse tax consequences could reasonably be expected to result therefrom Immaterial Subsidiary or (yii) such guarantee is prohibited by any Requirement more than 65% of Law; provided, however, that if the voting (and 100% of the non-voting) Equity Interests of such CFC are owned by a Loan Party, such Loan Party shall deliver, all such documents, instruments, agreements (excluding any pledge agreement or other security document governed by the laws of any jurisdiction other than a jurisdiction of the United States), and certificates described in clause (ii) above to the Collateral Agent, and take all actions reasonably requested by the Collateral Agent or otherwise necessary to grant and to perfect a first-priority Lien (subject to Permitted Liens) in favor of the Collateral Agent, for the benefit of the Agents and the LendersForeign Subsidiary, in sixty five percent (65%) of the voting Equity Interests of each case, so long as such CFC and one hundred percent (100%) of all other Equity Interests of such CFC owned by such Loan PartySubsidiary remains an “Immaterial Subsidiary” or a “Foreign Subsidiary” as defined herein.

Additional Guaranties and Collateral Security. Cause: (ia) each wholly owned Subsidiary (other than any Excluded Subsidiary) of any Loan Credit Party that is not in existence on the Effective Closing Date, to execute and deliver to the Collateral Agent promptly and in any event within 10 three (3) Business Days after the formation, acquisition or change in status thereof, thereof (A) a Joinder Agreement, pursuant to which such Subsidiary shall be made a party to this Agreement as a Guarantor or a Borrower, as applicable (provided that Guaranty guaranteeing the Accounts Receivable or Inventory of any new Borrower shall not be included in the Borrowing Base until the applicable conditions set forth in the definitions of Eligible Accounts Receivable and Eligible Inventory are satisfied)Obligations, (B) a supplement joinder to the Security Agreement substantially in the form attached as Annex I to the Security Agreement, (C) if such Subsidiary has any Subsidiaries, joinder to the Pledge Agreement substantially in the form attached as Annex I to the Pledge Agreement together with (x) certificates evidencing all of the Stock of any Person owned by such Subsidiary (other than a Foreign Subsidiary) and, in the case of a Foreign Subsidiary, all of the non-voting Stock and sixty-five percent (65%) of the voting Stock of such Foreign Subsidiary, (y) undated stock powers executed in blank with signature guaranteed, and (z) such opinion of counsel and such approving certificate of such Subsidiary as Agent may reasonably request in respect of complying with any legend on any such certificate or any other matter relating to such shares; provided that (i) the provisions contained in clauses (x) and (y) of this clause (C) shall not apply until the date upon which the Discharge of Term Obligations has occurred, and (ii) until the date upon which the Discharge of Term Obligations has occurred, the opinion and certificate referred to in clause (z) of this clause (C) shall be, in each case, limited in scope and substance to the opinion and certificate, if any, delivered to the Senior Secured Notes Trustee or the DIP Term Loan Agent, as applicable, in connection with such Subsidiary becoming party to any Senior Secured Notes Document or DIP Term Loan Documents, (D)(1) prior to the Discharge of Term Obligations, to the extent mortgages are delivered creating on the owned real property of such Subsidiary a perfected first priority security interest securing the Senior Term Obligations, one or more Mortgages creating on the such real property a perfected second priority Lien on such property, and thereafter, at the request of Agent, one or more Mortgages creating on such Subsidiary real property a perfected, first priority Lien on such real property and (2) prior to the Discharge of Term Obligations, to the LEGAL_US_E # 82813718.8 extent required by Section 7.01(o)delivered to the Senior Secured Notes Trustee or the DIP Term Loan Agent, as applicable, and thereafter, at the request of Agent, a Title Insurance Policy covering such real property, a current ALTA survey thereof and a surveyor’s certificate, each in form and substance reasonably satisfactory to Agent, together with such other Real Property Deliverables agreements, instruments and documents as Agent may be require whether comparable to the documents required by the Collateral Agent and under Section 5.19 or otherwise, (DE) such other agreements, instruments, approvals approvals, legal opinions or other documents reasonably requested by the Collateral Agent in order to create, perfect, establish the first priority of or otherwise protect any Lien purported to be covered by any such Security Documents Agreement or Pledge Agreement or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of such Subsidiary shall become Collateral for the Obligations; provided, however, that in no event shall (i) any Credit Party be required to xxxxx x Xxxx on any Excluded Assets or (ii) any Foreign Subsidiary be required to guaranty the Obligations or xxxxx x Xxxx on any of its assets to secure the Obligations if such guaranty or Lien may result in a manner consistent with the assets “deemed dividend” to any of the other corresponding Loan Parties that constitute CollateralCredit Parties; and (iib) each owner of the Equity Interests Stock of any such Subsidiary to execute and deliver promptly and in any event within 10 three (3) Business Days after the formation or acquisition of such Subsidiary a joinder to the Pledge Amendment or other comparable document (as defined Agreement substantially in the applicable Security Documents)form attached as Annex I to the Pledge Agreement, together with (A) if applicablecertificates evidencing, certificates evidencing (x) in the case such Subsidiary is a Domestic Subsidiary, all of the Equity Interests Stock of such Subsidiary, and (y) in the case such Subsidiary is a directly owned Foreign Subsidiary, all of the non-voting Stock and sixty-five percent (65%) of the voting Stock of such Subsidiary, (B) if applicable, undated stock powers or other appropriate instruments of assignment executed in blank with signature guaranteed, (C) such opinions opinion of counsel and such approving certificate of such Subsidiary as the Collateral Agent may reasonably request in respect of complying with any legend on any such certificate or any other matter relating to such shares, and (D) prior to the Discharge of Term Obligations, to the extent delivered to the Senior Secured Notes Trustee or the DIP Term Loan Agent, as applicable, and thereafter, at the request of Agent, such other agreements, instruments, approvals approvals, legal opinions or other documents reasonably requested by Agent; provided that (i) the Collateral provisions contained in clauses (A) and (B) of this paragraph shall not apply until the date upon which the Discharge of Term Obligations has occurred, (ii) until the date upon which the Discharge of Term Obligations has occurred, the opinion and certificate referred to in clause (C) of this paragraph shall be, in each case, limited in scope and substance to the opinion and certificate, if any, delivered to the Senior Secured Notes Trustee or the DIP Term Loan Agent. , as applicable, in connection with any pledge of such Subsidiary pursuant to the Senior Secured Notes Documents or the DIP Term Loan Documents, and (iii) Notwithstanding the foregoing, in no CFC of a Loan event shall any Credit Party shall be required to become a Loan Party hereunder (and, as such, shall not be required to deliver the documents required by clause (i) above) and no Equity Interests of such CFC shall be required to be pledged or otherwise subject to a Lien under the Loan Documents if in xxxxx x Xxxx on any such case (x) adverse tax consequences could reasonably be expected to result therefrom or (y) such guarantee is prohibited by any Requirement of Law; provided, however, that if the Equity Interests of such CFC are owned by a Loan Party, such Loan Party shall deliver, all such documents, instruments, agreements (excluding any pledge agreement or other security document governed by the laws of any jurisdiction other than a jurisdiction of the United States), and certificates described in clause (ii) above to the Collateral Agent, and take all actions reasonably requested by the Collateral Agent or otherwise necessary to grant and to perfect a first-priority Lien (subject to Permitted Liens) in favor of the Collateral Agent, for the benefit of the Agents and the Lenders, in sixty five percent (65%) of the voting Equity Interests of such CFC and one hundred percent (100%) of all other Equity Interests of such CFC owned by such Loan PartyExcluded Assets.

Additional Guaranties and Collateral Security. Cause: (i) Each Borrower shall cause each Domestic Subsidiary (other than any Excluded Subsidiary) of any Loan Party that is Borrower not in existence on the Effective Datedate hereof, to execute and deliver to Agent (or, if the Collateral Agent Working Capital Loan Termination Date has not occurred, Working Capital Agent) promptly and in any event within 10 Business Days 20 days after the formation, formation or acquisition or change in status thereofthereof (i) a guaranty guaranteeing the Obligations, (Aii) a Joinder Agreementsecurity agreement, pursuant to which (iii) if such Domestic Subsidiary shall be made has any direct Subsidiaries, a party to this Agreement as a Guarantor or a Borrower, as applicable pledge agreement together with (provided that x) certificates evidencing all of the Accounts Receivable or Inventory Capital Stock of any new Borrower shall not be included in the Borrowing Base until the applicable conditions set forth in the definitions of Eligible Accounts Receivable and Eligible Inventory are satisfied)Subsidiary directly owned by such Domestic Subsidiary, (By) a supplement to the Security Agreementundated stock powers executed in blank with signature guaranteed, and (Cz) one or more Mortgages creating on the real property such opinion of counsel and such consent of such directly owned Subsidiary a perfected, first priority Lien as Agent may reasonably request in respect of complying with any legend on any such real property certificate or any other matter relating to the extent required by Section 7.01(o)such shares, and such other Real Property Deliverables as may be required by the Collateral Agent and (Div) such other agreements, instruments, approvals approvals, legal opinions or other documents reasonably requested by the Collateral Agent in order to create, perfect, establish the first priority (subject to the prior lien of the Working Capital Agent) of or otherwise protect any Lien lien purported to be covered by any such Security Documents security agreement or pledge agreement or otherwise to effect the intent that such Domestic Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents Financing Agreements and that all property and assets of such Domestic Subsidiary shall become Collateral for the Obligations in a manner consistent with the assets Obligations. Notwithstanding any of the other corresponding Loan Parties that constitute Collateral; and (ii) each owner of the Equity Interests of any such Subsidiary to execute and deliver promptly and in any event within 10 Business Days after the formation or acquisition of such Subsidiary a Pledge Amendment or other comparable document (as defined in the applicable Security Documents), together with (A) if applicable, certificates evidencing all of the Equity Interests of such Subsidiary, (B) if applicable, undated stock powers or other appropriate instruments of assignment executed in blank with signature guaranteed, (C) such opinions of counsel as the Collateral Agent may reasonably request and (D) such other agreements, instruments, approvals or other documents reasonably requested by the Collateral Agent. (iii) Notwithstanding the foregoing, no CFC if any of the Capital Stock of any direct Subsidiary owned by such Domestic Subsidiary constitutes shares of Capital Stock of a Loan Party shall be required to become Foreign Subsidiary constituting a Loan Party hereunder "controlled foreign corporation" (andas such term is defined in Section 957(a) of the Code or a successor provision thereof), as such, then such Domestic Subsidiary shall not be required to endorse, assign or deliver to Agent those certificates representing the documents required by clause (i) above) and no Equity Interests number of such CFC shall be required to be pledged or otherwise subject to a Lien under the Loan Documents if in any such case (x) adverse tax consequences could reasonably be expected to result therefrom or (y) such guarantee is prohibited by any Requirement of Law; provided, however, that if the Equity Interests of such CFC are owned by a Loan Party, such Loan Party shall deliver, all such documents, instruments, agreements (excluding any pledge agreement or other security document governed by the laws of any jurisdiction other than a jurisdiction shares of the United States), and certificates described in clause (ii) above to the Collateral Agent, and take all actions reasonably requested by the Collateral Agent or otherwise necessary to grant and to perfect a firstissuer thereof exceeding sixty-priority Lien (subject to Permitted Liens) in favor of the Collateral Agent, for the benefit of the Agents and the Lenders, in sixty five percent (65%) percent of the voting Equity Interests power of all classes of Capital Stock of such CFC and one hundred percent (100%) of all other Equity Interests of such CFC issuer entitled to vote which is owned by such Loan PartyDomestic Subsidiary.

Additional Guaranties and Collateral Security. Cause: (i) each Domestic Subsidiary (other than any Excluded Subsidiary) of any Loan Party that is not in existence on the Effective Date, to execute and deliver to the Collateral Agent promptly and in any event within 10 Business Days (or, in the case of clause (D) below, 15 Business Days) after the formation, acquisition or change in status thereof, thereof (A) a Joinder Agreement, pursuant to which such Subsidiary shall be made a party to this Agreement as a Guarantor or a Borrower, as applicable (provided that Guaranty guaranteeing the Accounts Receivable or Inventory of any new Borrower shall not be included in the Borrowing Base until the applicable conditions set forth in the definitions of Eligible Accounts Receivable and Eligible Inventory are satisfied)Obligations, (B) a supplement to the Security Agreement, (C) if such Subsidiary has any Subsidiaries, a Pledge Agreement together with (x) certificates, if any, evidencing all (or, in the case of a first-tier Foreign Subsidiary of such Subsidiary, 65%) (or such greater percentage that, due to a change in applicable law after the Effective Date, (1) could not reasonably be expected to cause the undistributed earnings of such Foreign Subsidiary as determined for United States federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary's United States parent or (2) could not reasonably be expected to cause any material adverse tax consequences) of the issued and outstanding Capital Stock entitled to vote (within the meaning of Treas. Reg. Section 1. 956-2(c)(2)) and 100% of the issued and outstanding Capital Stock not entitled to vote (within the meaning of Treas. Reg. Section 1. 956-2(c)(2)) of the Capital Stock of any Person owned by such Subsidiary, (y) undated stock powers executed in blank with signature guaranteed, and (z) such opinion of counsel and such approving certificate of such Subsidiary as the Collateral Agent may reasonably request in respect of complying with any legend on any such certificate or any other matter relating to such shares, (D) one or more Mortgages creating on the any real property of such Subsidiary with a fair market value in excess of $500,000 (which, in the case of a leasehold interest in real property, shall be on a commercially reasonable efforts basis), a perfected, first priority Lien on such real property property, a Title Insurance Policy covering such real property, a current ALTA survey thereof and a surveyor's certificate, each in form and substance satisfactory to the extent required by Section 7.01(o)Collateral Agent, and together with such other Real Property Deliverables agreements, instruments and documents as may be required by the Collateral Agent may require whether comparable to the documents required under Section 7.01(o) or otherwise, and (DE) such other agreements, instruments, approvals approvals, legal opinions or other documents reasonably requested by the Collateral Agent in order to create, perfect, establish the first priority of or otherwise protect any Lien purported to be covered by any such Security Documents Agreement, Pledge Agreement or Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that substantially all property and assets of such Subsidiary shall become Collateral for the Obligations in a manner consistent with the assets of the other corresponding Loan Parties that constitute CollateralObligations; and (ii) each owner of the Equity Interests Capital Stock of any such Domestic Subsidiary to execute and deliver promptly and in any event within 10 Business Days after the formation or acquisition of such Subsidiary a Pledge Amendment or other comparable document (as defined in the applicable Security Documents)Agreement, together with (A) if applicable, certificates evidencing all of the Equity Interests Capital Stock of such Subsidiary, (B) if applicable, undated stock powers or other appropriate instruments of assignment executed in blank with signature guaranteed, (C) such opinions opinion of counsel and such approving certificate of such Subsidiary as the Collateral Agent may reasonably request in respect of complying with any legend on any such certificate or any other matter relating to such shares and (D) such other agreements, instruments, approvals approvals, legal opinions or other documents reasonably requested by the Collateral AgentAgent relating to such shares. (iii) Notwithstanding the foregoing, no CFC of a Loan Party shall be required to become a Loan Party hereunder (and, as such, shall not be required to deliver the documents required by clause (i) above) and no Equity Interests of such CFC shall be required to be pledged or otherwise subject to a Lien under the Loan Documents if in any such case (x) adverse tax consequences could reasonably be expected to result therefrom or (y) such guarantee is prohibited by any Requirement of Law; provided, however, that if the Equity Interests of such CFC are owned by a Loan Party, such Loan Party shall deliver, all such documents, instruments, agreements (excluding any pledge agreement or other security document governed by the laws of any jurisdiction other than a jurisdiction of the United States), and certificates described in clause (ii) above to the Collateral Agent, and take all actions reasonably requested by the Collateral Agent or otherwise necessary to grant and to perfect a first-priority Lien (subject to Permitted Liens) in favor of the Collateral Agent, for the benefit of the Agents and the Lenders, in sixty five percent (65%) of the voting Equity Interests of such CFC and one hundred percent (100%) of all other Equity Interests of such CFC owned by such Loan Party.

Additional Guaranties and Collateral Security. Cause: (i) each Subsidiary (other than any Excluded Subsidiary) of any Loan Party that is not in existence on the Effective Date, to execute and deliver to the Collateral Agent Agents promptly and in any event within 10 Business Days after the formation, formation or acquisition or change in status thereof, thereof (A) a Joinder Agreement, pursuant to which such Subsidiary shall be made a party to this Agreement as a Guarantor or a Borrower, as applicable (provided that Guaranty guaranteeing the Accounts Receivable or Inventory of any new Borrower shall not be included in the Borrowing Base until the applicable conditions set forth in the definitions of Eligible Accounts Receivable and Eligible Inventory are satisfied)Obligations, (B) a supplement security agreement in form and substance satisfactory to the Security AgreementAgents, if required by the Agents, (C) if such Subsidiary has any Subsidiaries, a Pledge Agreement, if required by the Agents, together with (x) certificates evidencing all of the Capital Stock of any Person directly owned by such Subsidiary, (y) undated stock powers executed in blank with signature guaranteed, and (z) such opinion of counsel and such approving certificate of such Subsidiary as the Agents may reasonably request in respect of complying with any legend on any such certificate or any other matter relating to such shares, (D) one or more Mortgages creating on the real property of such Subsidiary a perfected, first priority Lien (except as to priority solely in respect of any Permitted Priority Lien) on such real property property, together with such other agreements, instruments and documents as the Agents may require whether comparable to the extent documents required by under Section 7.01(o)8.01(m) or otherwise, and such other Real Property Deliverables as may be required by the Collateral Agent and (DE) such other agreements, instruments, approvals approvals, legal opinions or other documents reasonably requested by the Collateral Agent Agents in order to create, perfect, establish the first priority of or otherwise protect any Lien purported to be covered by any such Security Documents security agreement, pledge agreement, or Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of such Subsidiary shall become Collateral for the Obligations in a manner consistent with the assets of the other corresponding Loan Parties that constitute CollateralObligations; and (ii) each owner of the Equity Interests Capital Stock of any such Subsidiary to execute and deliver promptly and in any event within 10 Business Days after the formation or acquisition of such Subsidiary a Pledge Amendment or other comparable document (as defined in the applicable Security Documents)Agreement, together with (A) if applicablecertificates evidencing, certificates evidencing all of the Equity Interests Capital Stock of such Subsidiary, (B) if applicable, undated stock powers or other appropriate instruments of assignment executed in blank with signature guaranteed, (C) such opinions opinion of counsel and such approving certificate of such Subsidiary as the Collateral Agent Agents may reasonably request in respect of complying with any legend on any such certificate or any other matter relating to such shares and (D) such other agreements, instruments, approvals approvals, legal opinions or other documents reasonably requested by the Collateral AgentAgents. (iii) Notwithstanding the foregoing, no CFC of a Loan Party shall be required to become a Loan Party hereunder (and, as such, shall not be required to deliver the documents required by clause (i) above) and no Equity Interests of such CFC shall be required to be pledged or otherwise subject to a Lien under the Loan Documents if in any such case (x) adverse tax consequences could reasonably be expected to result therefrom or (y) such guarantee is prohibited by any Requirement of Law; provided, however, that if the Equity Interests of such CFC are owned by a Loan Party, such Loan Party shall deliver, all such documents, instruments, agreements (excluding any pledge agreement or other security document governed by the laws of any jurisdiction other than a jurisdiction of the United States), and certificates described in clause (ii) above to the Collateral Agent, and take all actions reasonably requested by the Collateral Agent or otherwise necessary to grant and to perfect a first-priority Lien (subject to Permitted Liens) in favor of the Collateral Agent, for the benefit of the Agents and the Lenders, in sixty five percent (65%) of the voting Equity Interests of such CFC and one hundred percent (100%) of all other Equity Interests of such CFC owned by such Loan Party.

Additional Guaranties and Collateral Security. Cause: (i) each Subsidiary (other than any Excluded Subsidiary) of any Loan Party that is or becomes a Significant Subsidiary (whether or not such Subsidiary was in existence on the Effective Date), to execute and deliver to the Collateral Agent promptly and in any event within 10 Business Days days after the formation, acquisition or change in status thereof, thereof (A) a Joinder Agreement, pursuant to which such Subsidiary shall be made a party to this Agreement as a Guarantor or a Borrower, as applicable (provided that Guaranty guaranteeing the Accounts Receivable or Inventory of any new Borrower shall not be included in the Borrowing Base until the applicable conditions set forth in the definitions of Eligible Accounts Receivable and Eligible Inventory are satisfied)Obligations, (B) a supplement to the Security Agreement, (C) if such Subsidiary has any Subsidiaries, a Pledge Agreement together with (x) certificates evidencing all of the Capital Stock of any Person owned by such Subsidiary, (y) undated stock powers executed in blank with signature guaranteed, and (z) such opinion of counsel and such approving certificate of such Subsidiary as the Collateral Agent may reasonably request in respect of complying with any legend on any such certificate or any other matter relating to such shares, (D) one or more Mortgages creating on the real property of such Subsidiary a perfected, first priority Lien on such real property property, a Title Insurance Policy covering such real property, a current ALTA survey thereof and a surveyor’s certificate, each in form and substance satisfactory to the extent required by Section 7.01(o)Collateral Agent, and together with such other Real Property Deliverables agreements, instruments and documents as may be required by the Collateral Agent may require whether comparable to the documents required under Section 7.01(o) or otherwise, (E) one or more First Preferred Ship Mortgages creating on the Vessels of such Subsidiary a perfected, first priority lien on such Vessel, and (DF) such other agreements, instruments, approvals approvals, legal opinions or other documents reasonably requested by the Collateral Agent in order to create, perfect, establish the first priority of or otherwise protect any Lien purported to be covered by any such Security Documents Agreement, Pledge Agreement, First Preferred Ship Mortgage or Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of such Subsidiary shall become Collateral for the Obligations in a manner consistent with the assets of the other corresponding Loan Parties that constitute Collateral; andObligations. (ii) each owner of the Equity Interests Capital Stock of any such Subsidiary to execute and deliver promptly and in any event within 10 Business Days days after the formation or acquisition of such Subsidiary or such Subsidiary becoming a Significant Subsidiary, a Pledge Amendment or other comparable document (as defined in the applicable Security Documents)Agreement, together with (A) if applicable, certificates evidencing all of the Equity Interests Capital Stock of such Subsidiary, (B) if applicable, undated stock powers (if such stock powers are valid under the law of incorporation of the corresponding Subsidiary) or other appropriate instruments of assignment executed in blank with signature guaranteed, (C) such opinions opinion of counsel and such approving certificate of such Subsidiary as the Collateral Agent may reasonably request in respect of complying with any legend on any such certificate or any other matter relating to such shares and (D) such other agreements, instruments, approvals approvals, legal opinions or other documents reasonably requested by the Collateral Agent.; and (iii) Notwithstanding the foregoingAgents to have received within 30 days of the Effective Date the following, no CFC of a Loan Party shall be required each in form and substance satisfactory to become a Loan Party hereunder the Agents: (and, as such, shall not be required to deliver A) each Mortgage duly executed by the documents required by clause (i) above) and no Equity Interests of such CFC shall be required to be pledged or otherwise subject to a Lien under the Loan Documents if in any such case (x) adverse tax consequences could reasonably be expected to result therefrom or (y) such guarantee is prohibited by any Requirement of Law; provided, however, that if the Equity Interests of such CFC are owned by a applicable Loan Party, with respect to each Facility; (B) evidence of the recording of each Mortgage in such Loan Party shall deliveroffice or offices as may be necessary or, all such documentsin the opinion of the Collateral Agent, instruments, agreements desirable to perfect the Lien purported to be created thereby or to otherwise protect the rights of the Collateral Agent and the Lenders thereunder; (C) a Title Insurance Policy with respect to each Mortgage (excluding any pledge agreement or other security document governed the Mortgage on that certain Facility presently owned by the laws of any jurisdiction other than a jurisdiction Horizon Vessels, Inc., as of the United StatesEffective Date, in Port Axxxxx, Texas); (D) a survey of each Facility, in form and certificates described in clause (ii) above substance satisfactory to the Collateral Agent, certified to the Collateral Agent and take to the issuer of the Title Insurance Policy (excluding a survey of that certain Facility presently owned by Horizon Vessels, Inc., as of the Effective Date, in Port Axxxxx, Texas); (E) a copy of each letter issued by the applicable State Governmental Authority, evidencing each Facility’s compliance with all actions reasonably applicable building codes, fire codes, other health and safety rules and regulations, parking, density and height requirements and other building and zoning laws; and (F) if requested by the Agents, a satisfactory ASTM 1527-00 Phase I Environmental Site Assessment (“Phase I ESA”) (and, if requested by the Collateral Agent or otherwise necessary based upon the results of such Phase I ESA an ASTM 1527-00 Phase II Environmental Site Assessment) of each Facility, in form and substance and by an independent firm satisfactory to grant and to perfect a first-priority Lien (subject to Permitted Liens) in favor of the Collateral Agent, for . Failure by the benefit Loan Parties to so perform or cause to be performed the requirements of the Agents and the Lenders, in sixty five percent (65%this Section 7.01(b) with respect to any Subsidiary to which Section 7.01(b) applies shall constitute an Event of the voting Equity Interests of such CFC and one hundred percent (100%) of all other Equity Interests of such CFC owned by such Loan PartyDefault.

Additional Guaranties and Collateral Security. Cause: (i) Cause each Subsidiary (other than any Excluded Subsidiary) of any Loan Party that is not in existence on the Effective Date, Date (other than SeaMaster China at such time as it becomes a Subsidiary) to execute and deliver to the Collateral Agent Agent, each in form and substance satisfactory to Agent, promptly and in any event within 10 Business Days ten (10) days after the formation, acquisition or change in status thereof, thereof (A) a Joinder Agreement, pursuant to which such Subsidiary shall be made a party to this Agreement as a Guarantor or a Borrower, as applicable (provided that Guaranty guaranteeing the Accounts Receivable or Inventory of any new Borrower shall not be included in the Borrowing Base until the applicable conditions set forth in the definitions of Eligible Accounts Receivable and Eligible Inventory are satisfied)Obligations, (B) a supplement to the Security Agreement, (C) one if such Subsidiary has any Subsidiaries, a Pledge Agreement together with (1) if certificated, certificates evidencing (aa) all of the Capital Stock of any Person organized under the laws of the United States of America and owned by such Subsidiary or more (bb) sixty-five (65%) percent of the Capital Stock of any Person organized under the laws of a jurisdiction other than the United States of America and owned by such Subsidiary, (2) undated stock powers or other appropriate instruments of assignment executed in blank with signature guaranteed executed in blank with signature guaranteed, and (3) such opinion of counsel as Agent may reasonably request, (D) to the extent that such Subsidiary has any interest in real property having a Current Value in excess of $250,000 in the case of a fee interest or requiring the payment of annual rent exceeding in the aggregate $250,000 in the case of a leasehold interest, upon the request of Agent or at the direction of Required Lenders, each in form and substance satisfactory to Agent: (1) Mortgages creating with respect to such real property and related assets located at the real property, each duly executed by such Person and in recordable form; (2) evidence of the recording of such Mortgages in such office or offices as may be necessary or, in the opinion of Agent, desirable to create and perfect a valid and enforceable first priority Lien (subject to Permitted Liens) on the real property and related assets intended to be covered thereby or to otherwise protect the rights of Agent and Lenders thereunder, (3) a Title Insurance Policy, (4) a survey of such Subsidiary real property, certified to Agent and to the issuer of the Title Insurance Policy by a perfectedlicensed professional surveyor reasonably satisfactory to Agent, first priority Lien on (5) Phase I environmental site assessments with respect to such real property property, certified to the extent required Agent by Section 7.01(o)a company satisfactory to Agent, and (6) such other Real Property Deliverables documents or instruments (including guarantees and opinions of counsel) as Agent may be required by the Collateral Agent require, and (DE) such other agreements, instruments, approvals approvals, legal opinions or other documents reasonably requested by the Collateral Agent in order to create, perfect, establish the first priority (subject to Permitted Liens) of or otherwise protect any Lien purported to be covered by any such Security Documents Agreement, Pledge Agreement or Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of such Subsidiary shall become Collateral for the Obligations in a manner consistent with the assets of the other corresponding Loan Parties that constitute CollateralObligations, except as Agent may otherwise agree; and (ii) each owner of the Equity Interests Capital Stock of any such Subsidiary to execute and deliver promptly and in any event within 10 Business Days three (3) days after the formation or acquisition of such Subsidiary a Pledge Amendment or other comparable document (as defined in the applicable Security Documents)Agreement, together with (A) if applicablecertificated, certificates evidencing (1) all of the Equity Interests Capital Stock of any such SubsidiarySubsidiary organized under the laws of the United States of America, or (2) sixty-five (65%) percent of the Capital Stock of any such Subsidiary organized under the laws of a jurisdiction other than the United States of America, (B) if applicable, undated stock powers or other appropriate instruments of assignment executed in blank with signature guaranteed, (C) such opinions opinion of counsel as the Collateral Agent may reasonably request and (D) such other agreements, instruments, approvals approvals, legal opinions or other documents reasonably requested by the Collateral Agent. (iii) Notwithstanding the foregoing, no CFC of a Loan Party shall be required to become a Loan Party hereunder (and, as such, shall not be required to deliver the documents required by clause (i) above) and no Equity Interests of such CFC shall be required to be pledged or otherwise subject to a Lien under the Loan Documents if in any such case (x) adverse tax consequences could reasonably be expected to result therefrom or (y) such guarantee is prohibited by any Requirement of Law; provided, however, that if the Equity Interests of such CFC are owned by a Loan Party, such Loan Party shall deliver, all such documents, instruments, agreements (excluding any pledge agreement or other security document governed by the laws of any jurisdiction other than a jurisdiction of the United States), and certificates described in clause (ii) above to the Collateral Agent, and take all actions reasonably requested by the Collateral Agent or otherwise necessary to grant and to perfect a first-priority Lien (subject to Permitted Liens) in favor of the Collateral Agent, for the benefit of the Agents and the Lenders, in sixty five percent (65%) of the voting Equity Interests of such CFC and one hundred percent (100%) of all other Equity Interests of such CFC owned by such Loan Party.

Additional Guaranties and Collateral Security. Cause: (i) subject to applicable Gaming Laws, each Subsidiary (other than any Excluded Subsidiary) of any Loan Issuer Party that is not in existence on (the Effective Date, “New Subsidiary”) formed or acquired after the Closing Date to execute and deliver to the Collateral Agent promptly and in any event within 10 three Business Days after the formation, formation or acquisition or change in status thereof, thereof (A) a Joinder Agreement, pursuant to which such Subsidiary shall be made a party to this Agreement as a Guarantor or a Borrower, as applicable (provided that Guaranty guaranteeing the Accounts Receivable or Inventory of any new Borrower shall not be included in the Borrowing Base until the applicable conditions set forth in the definitions of Eligible Accounts Receivable and Eligible Inventory are satisfied)Obligations, (B) a supplement joinder to the Guarantor Security Agreement, together with (x) if such New Subsidiary has any Domestic Subsidiaries, (I) certificates (if any) evidencing all of the Capital Stock of such Subsidiary owned by such New Subsidiary, (II) undated stock powers executed in blank, and (III) such opinions of counsel and such approving certificate of such Subsidiary as Agent may reasonably request in respect of complying with any legend on any such certificate or any other matter relating to such shares, and (y) if such New Subsidiary has any first-tier Subsidiaries that are CFCs, (I) certificates (if any) evidencing all (or, 65% of the outstanding voting Capital Stock of such Subsidiary if pledging or hypothecating more than 65% of the total outstanding voting Capital Stock of such Subsidiary reasonably could be expected to result in material adverse tax consequences to the Issuer Parties) of the outstanding voting Capital Stock of such Subsidiary, (II) undated stock powers executed in blank with signature guaranteed, and (III) such opinions of counsel and such approving certificate of such Subsidiary as Agent may reasonably request in respect of complying with any legend on any such certificate or any other matter relating to such shares, (C) if such New Subsidiary has a fee interest in any real property that would constitute After Acquired Property if it were acquired by an Issuer Party, one or more Mortgages creating on the such real property of such Subsidiary a perfected, first priority Lien on such real property, a Title Insurance Policy covering such real property, a current ALTA survey of such real property and a surveyor’s certificate, a Phase I Environmental Site Assessment with respect to such real property, certified to Agent by a company reasonably satisfactory to Agent, each in form and substance reasonably satisfactory to Agent, together with such other agreements, instruments and documents as Agent may reasonably require whether comparable to the extent documents required by under Section 7.01(o)6.01(n) or otherwise, and such other Real Property Deliverables as may be required by the Collateral Agent and (D) such other agreements, instruments, approvals approvals, legal opinions, or other documents reasonably requested by the Collateral Agent in order to create, perfect, establish the first priority (subject only to the Liens securing the Senior Credit Facility) of or otherwise protect any Lien purported to be covered by any such Guarantor Security Documents Agreement or Mortgage, or otherwise to effect the intent that such New Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Purchase Documents and that all property and assets of such New Subsidiary shall become Collateral for the Obligations Obligations; provided that the foregoing Guaranty and Guarantor Security Agreement shall not be required to be provided to Agent with respect to any New Subsidiary of an Issuer Party that is a CFC if providing such documents would result in a manner consistent with material adverse tax consequences to the assets of Issuer Parties as determined by the Agent in its sole and absolute discretion, provided further, that at any time such material adverse tax consequences to the Issuer Parties cease to exist, such New Subsidiary shall execute and deliver the foregoing Guaranty, Guarantor Security Agreement and other corresponding Loan Parties that constitute Collateraldocuments to the Agent; and (ii) subject to applicable Gaming Laws, each Issuer Party that is the owner of the Equity Interests Capital Stock of any such New Subsidiary to execute and deliver promptly and in any event within 10 three Business Days after the formation or acquisition of such New Subsidiary a Pledge Amendment or other comparable document joinder to the Guarantor Security Agreement (as defined in the applicable Security Documentsif it is not already a party thereto), together with (A) if applicablesuch New Subsidiary is not a CFC, or is a CFC and the pledge of 100% of the voting Capital Stock of such CFC would not result in material adverse tax consequences to the Issuer Parties, (w) certificates (if any) evidencing all of the Equity Interests Capital Stock of such New Subsidiary, (Bx) if applicable, undated stock powers or other appropriate instruments of or assignment executed in blank with signature guaranteed, (Cy) such opinions of counsel and such approving certificate of such New Subsidiary as the Collateral Agent may reasonably request in respect of complying with any legend on any such certificate or any other matter relating to such shares, and (Dz) such other agreements, instruments, approvals approvals, legal opinions, or other documents, or (B) if such New Subsidiary is a CFC and the granting of a pledge of more than 65% of the voting Capital Stock of such CFC would result in material adverse tax consequences to the Issuer Parties, (w) certificates (if any) evidencing 65% of the outstanding voting Capital Stock of such New Subsidiary, (x) undated stock powers or other appropriate instruments or assignment executed in blank with signature guarantee, (y) such opinions of counsel and such approving certificate of such New Subsidiary as Agent may reasonably request in respect of complying with any legend on any such certificate or any other matter relating to such shares, and (z) such other agreements, instruments, approvals, legal opinions, or other documents reasonably requested by the Collateral Agent. (iii) Notwithstanding each Existing Foreign Subsidiary and each Issuer Party that is the foregoing, no CFC owner of a Loan Party shall be required the Capital Stock of such Existing Foreign Subsidiary to become a Loan Party hereunder execute and deliver the documents referred to in clauses (andi) and (ii) of this Section 6.01(b) at any time the execution thereof would not result in material adverse tax consequences to the Issuer Parties, as suchdetermined by the Agent in its sole and absolute discretion. (iv) Notwithstanding anything to the contrary above, shall at any time that the Senior Credit Agreement is in effect, any original stock certificates, stock powers or notes required by this Section 6.01(b) to be delivered to the Agent will not be required to deliver be delivered to the documents required Agent if such items are delivered to the Senior Credit Facility Agent pursuant to the Senior Credit Agreement. The stock certificates of any Subsidiary of the Issuer that holds a Gaming License in the State of Nevada will be held in the State of Nevada. Each Issuer Party hereby further agrees that if any guaranty is hereafter given or any Liens are hereafter granted by clause (i) above) and no Equity Interests of such CFC Issuer Party to the Senior Lenders, the Agent shall be required entitled to receive guaranties from the same Issuer Parties and Liens on the same property, and such guaranties and Liens of the Senior Lenders shall be pledged or otherwise subject to a Lien under the Loan Documents if Subordination Agreement. Anything to the contrary contained in any such case (x) adverse tax consequences could reasonably be expected to result therefrom or (y) such guarantee is prohibited by any Requirement the foregoing notwithstanding, the pledge of Law; provided, however, that if the Equity Interests Capital Stock of such CFC are owned by a Loan Party, such Loan Party shall deliver, all such documents, instruments, agreements (excluding any the New Subsidiary and the pledge agreement or other security document governed by of the laws Capital Stock of any jurisdiction other than a jurisdiction Subsidiary of the United States), and certificates described in clause (ii) above to the Collateral Agent, and take all actions reasonably requested by the Collateral Agent or otherwise necessary to grant and to perfect a first-priority Lien (New Subsidiary shall be subject to Permitted Liens) in favor receipt of applicable approvals from Gaming Authorities if necessary, which approvals the Collateral Agent, for the benefit of the Agents and the Lenders, in sixty five percent (65%) of the voting Equity Interests of such CFC and one hundred percent (100%) of all other Equity Interests of such CFC owned by such Loan PartyIssuer Parties shall use commercially reasonable best efforts to obtain.

Additional Guaranties and Collateral Security. Cause: (i) each Subsidiary (other than any Excluded Subsidiary) of any Loan Party that is not in existence on formed or acquired after the Effective Date, date hereof to execute and deliver to the Collateral Agent promptly and in any event within 10 3 Business Days after the formation, formation or acquisition or change in status thereof, thereof (A) a Joinder Agreement, pursuant to which such Subsidiary shall be made a party to this Agreement as a Guarantor or a Borrower, as applicable (provided that Guaranty guaranteeing the Accounts Receivable or Inventory of any new Borrower shall not be included in the Borrowing Base until the applicable conditions set forth in the definitions of Eligible Accounts Receivable and Eligible Inventory are satisfied)Obligations, (B) a supplement to the Security Agreement, together with (x) certificates evidencing all of the Capital Stock of any Person owned by such Subsidiary, (y) undated stock powers executed in blank with signature guaranteed, and (z) such opinion of counsel and such approving certificate of such Subsidiary as the Collateral Agent may reasonably request in respect of complying with any legend on any such certificate or any other matter relating to such shares, (C) one or more Mortgages creating on the real property of such Subsidiary a perfected, first priority Lien on such real property property, a Title Insurance Policy covering such real property, a current ALTA survey thereof and a surveyor’s certificate, each in form and substance satisfactory to the extent required by Section 7.01(o)Collateral Agent, and together with such other Real Property Deliverables agreements, instruments and documents as may be required by the Collateral Agent may require whether comparable to the documents required under Section 7.01(o) or otherwise, and (D) such other agreements, instruments, approvals approvals, legal opinions or other documents reasonably requested by the Collateral Agent in order to create, perfect, establish the first priority of or otherwise protect any Lien purported to be covered by any such Security Documents Agreement, or Mortgage (which Liens shall be subject in priority only to the Liens securing the First Lien Obligations), or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of such Subsidiary shall become Collateral for the Obligations in a manner consistent with the assets of the other corresponding Loan Parties that constitute CollateralObligations; and (ii) each owner of the Equity Interests Capital Stock of any such Subsidiary to execute and deliver promptly and in any event within 10 3 Business Days after the formation or acquisition of such Subsidiary a Pledge Amendment or other comparable document (as defined in the applicable Security Documents)Agreement, together with (A) if applicable, certificates evidencing all of the Equity Interests Capital Stock of such Subsidiary, (B) if applicable, undated stock powers or other appropriate instruments of assignment executed in blank with signature guaranteed, (C) such opinions opinion of counsel and such approving certificate of such Subsidiary as the Collateral Agent may reasonably request in respect of complying with any legend on any such certificate or any other matter relating to such shares and (D) such other agreements, instruments, approvals approvals, legal opinions or other documents reasonably requested by the Collateral Agent. (iii) . Notwithstanding the foregoing, no CFC if a Subsidiary that is so formed or acquired is a Controlled Foreign Corporation and if Borrower can reasonably demonstrate to each Agent that the granting of a Loan Party shall be required to become a Loan Party hereunder Lien in the assets of such Subsidiary would result in an increase in tax liability of Borrower and its Subsidiaries (andbased on the amount of retained earnings at the time of such formation or acquisition) in excess of $50,000 per fiscal year, as such, shall not be required to deliver the documents required by then clause (i) above) and no Equity Interests of such CFC shall be required to be pledged or otherwise subject to a Lien under the Loan Documents if in any such case (x) adverse tax consequences could reasonably be expected to result therefrom or (y) such guarantee is prohibited by any Requirement of Law; provided, however, that if the Equity Interests of such CFC are owned by a Loan Party, such Loan Party shall deliver, all such documents, instruments, agreements (excluding any pledge agreement or other security document governed by the laws of any jurisdiction other than a jurisdiction of the United States)immediately preceding sentence shall not be applicable and, and certificates described in with respect to clause (ii) above to the Collateral Agent, and take all actions reasonably requested by the Collateral Agent or otherwise necessary to grant and to perfect a first-priority Lien (subject to Permitted Liens) in favor of the Collateral Agentimmediately preceding sentence, for the benefit of the Agents and the Lenders, in sixty five percent (65%) such pledge shall be limited to 66% of the voting Equity Interests power of all classes of Capital Stock of such CFC and one hundred percent (100%) Subsidiary entitled to vote; provided, that immediately upon any amendment of all other Equity Interests the IRC that would allow the pledge of a greater percentage of the voting power of Capital Stock in such Subsidiary without adverse tax consequences, such pledge shall include such greater percentage of capital Stock of such CFC owned by such Loan PartySubsidiary from that time forward.

Additional Guaranties and Collateral Security. Cause: (i) each Subsidiary (other than any Excluded Subsidiary) of any Loan Party that is not in existence on the Effective Date, to execute and deliver to the Collateral Agent promptly and in any event within 10 Business Days three days after the formation, acquisition or change in status thereof, thereof (A) a Joinder Agreement, pursuant to which such Subsidiary shall be made a party to this Agreement as a Guarantor or a Borrower, as applicable (provided that Guaranty guaranteeing the Accounts Receivable or Inventory of any new Borrower shall not be included in the Borrowing Base until the applicable conditions set forth in the definitions of Eligible Accounts Receivable and Eligible Inventory are satisfied)Obligations, (B) a supplement to the Security Agreement, (C) if such Subsidiary has any Subsidiaries, a Pledge Agreement together with (x) certificates evidencing all of the Capital Stock of any Person owned by such Subsidiary, (y) undated stock powers executed in blank with signature guaranteed, and (z) such opinion of counsel and such approving certificate of such Subsidiary as the Collateral Agent may reasonably request in respect of complying with any legend on any such certificate or any other matter relating to such shares, (D) one or more Mortgages mortgages creating on the real property of such Subsidiary a perfected, first priority Lien on such real property property, a title insurance policy covering such real property, a current ALTA survey thereof and a surveyor's certificate, each in form and substance satisfactory to the extent required by Section 7.01(o)Collateral Agent, and together with such other Real Property Deliverables agreements, instruments and documents as may be required by the Collateral Agent may require whether comparable to the documents required under Section 7.01(o) or otherwise, and (DE) such other agreements, instruments, approvals approvals, legal opinions or other documents reasonably requested by the Collateral Agent in order to create, perfect, establish the first priority of or otherwise protect any Lien purported to be covered by any such Security Documents Agreement, Pledge Agreement or mortgage or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of such Subsidiary shall become Collateral for the Obligations in a manner consistent with the assets of the other corresponding Loan Parties that constitute CollateralObligations; and (ii) each owner of the Equity Interests Capital Stock of any such Subsidiary to execute and deliver promptly and in any event within 10 Business Days three days after the formation or acquisition of such Subsidiary a Pledge Amendment or other comparable document (as defined in the applicable Security Documents)Agreement, together with (A) if applicable, certificates evidencing all of the Equity Interests Capital Stock of such Subsidiary, (B) if applicable, undated stock powers or other appropriate instruments of assignment executed in blank with signature guaranteed, (C) such opinions opinion of counsel and such approving certificate of such Subsidiary as the Collateral Agent may reasonably request in respect of complying with any legend on any such certificate or any other matter relating to such shares and (D) such other agreements, instruments, approvals approvals, legal opinions or other documents reasonably requested by the Collateral Agent. (iii) Notwithstanding the foregoing, no CFC of a Loan Party shall be required to become a Loan Party hereunder (and, as such, shall not be required to deliver the documents required by clause (i) above) and no Equity Interests of such CFC shall be required to be pledged or otherwise subject to a Lien under the Loan Documents if in any such case (x) adverse tax consequences could reasonably be expected to result therefrom or (y) such guarantee is prohibited by any Requirement of Law; provided, however, that if the Equity Interests of such CFC are owned by a Loan Party, such Loan Party shall deliver, all such documents, instruments, agreements (excluding any pledge agreement or other security document governed by the laws of any jurisdiction other than a jurisdiction of the United States), and certificates described in clause (ii) above to the Collateral Agent, and take all actions reasonably requested by the Collateral Agent or otherwise necessary to grant and to perfect a first-priority Lien (subject to Permitted Liens) in favor of the Collateral Agent, for the benefit of the Agents and the Lenders, in sixty five percent (65%) of the voting Equity Interests of such CFC and one hundred percent (100%) of all other Equity Interests of such CFC owned by such Loan Party.;

Additional Guaranties and Collateral Security. Cause: (i) each Subsidiary (other than any Excluded Subsidiary) of any Loan Party that is not in existence on formed or otherwise purchased or acquired after the Effective Date, subject to any applicable limitations set forth in the Guaranty and the Security Agreement, as applicable (but excluding any Specified Foreign Subsidiary) to execute and deliver to the Collateral Agent promptly and in any event within 10 5 Business Days after the formation, formation or acquisition or change in status thereof, thereof (A) a Joinder Agreement, pursuant to which such Subsidiary shall be made Guaranty guaranteeing the Obligations and a party joinder to this Agreement as a Guarantor or a Borrower, as applicable (provided that in form and substance reasonably satisfactory to the Accounts Receivable or Inventory of any new Borrower shall not be included in the Borrowing Base until the applicable conditions set forth in the definitions of Eligible Accounts Receivable and Eligible Inventory are satisfied)Collateral Agent, (B) a supplement to the Security Agreement, together with (1) any certificates evidencing the Capital Stock of any Person owned by such Subsidiary (together with undated stock powers executed in blank relating to such certificates), and (2) such approving certificate of such Subsidiary as the Collateral Agent may reasonably request in respect of complying with any legend on any such certificate evidencing the Capital Stock of any Person owned by such Subsidiary or any other matter relating to such shares, (C) (1) in the case of any Subsidiary that owns any fee interest in any real property with a Current Value (as defined in Section 7.01(o)) in excess of $100,000, one or more Mortgages creating on the real property of such Subsidiary a perfected, first priority Lien on such real property (subject to Permitted Liens), a Title Insurance Policy covering such real property, a current ALTA survey thereof and a surveyor’s certificate, each in form and substance satisfactory to the extent Collateral Agent, together with such other agreements, instruments and documents as the Collateral Agent may require comparable to the documents required by under Section 7.01(o), and (2) in the case of any Subsidiary that leases any real property, such other Real Property Deliverables as may Subsidiary shall use commercially reasonable efforts to obtain a landlord waiver with respect to such leased real property; provided, however, that no landlord waiver shall be required with respect to any airport location or to the extent prohibited by the Collateral Agent any applicable lease, and (D) such other agreements, instruments, approvals approvals, legal opinions or other documents reasonably requested by the Collateral Agent in order to create, perfect, establish the first priority of or otherwise protect any Lien (subject to Permitted Liens) purported to be covered by any such Security Documents Agreement or Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of such Subsidiary shall become Collateral for the Obligations Obligations. For the avoidance of doubt, any Subsidiary of any Loan Party established in a manner consistent with connection with, owning any assets related to, or involved in the assets operation of, the proposed project at Toronto Xxxxxxx Airport shall promptly, and in any event within five (5) Business Days after the formation or acquisition thereof, execute and deliver each of the other corresponding agreements, documents, certificates and stock powers referred to in clauses (A) and (B) hereof regardless of the tax consequences to the Loan Parties that constitute Collateralresulting therefrom and shall deliver to the Agents an opinion of external Canadian counsel to such Subsidiary, in form and substance reasonably satisfactory to the Administrative Agent; and (ii) each owner of the Equity Interests Capital Stock of any such Subsidiary (including, for purposes of this clause (ii), any Specified Foreign Subsidiary, but limited, in the case of voting stock, to execute and 65% of the voting stock of such Specified Foreign Subsidiary) that is a Loan Party, to the extent not already delivered, to deliver promptly and in any event within 10 5 Business Days after the formation or acquisition of such Subsidiary a Pledge Amendment or other comparable document (as defined in the applicable Security Documents)Agreement, together with (A1) if applicable, any certificates evidencing all of the Equity Interests Capital Stock of such Subsidiary, Subsidiary owned by such owner (B) if applicable, together with undated stock powers or other appropriate instruments of assignment executed in blank with signature guaranteedrelating to such certificates), (C2) such opinions approving certificate of counsel such owner as the Collateral Agent may reasonably request in respect of complying with any legend on any such certificate evidencing the Capital Stock of any such Subsidiary owned by such Subsidiary or any other matter relating to such shares and (D3) such other agreements, instruments, approvals approvals, legal opinions or other documents reasonably requested by the Collateral Agent. (iii) Notwithstanding Agent relating to the foregoingcreation, no CFC perfection or establishment of a Loan Party shall be required to become a Loan Party hereunder (andthe first priority of, as such, shall not be required to deliver the documents required by clause (i) above) and no Equity Interests of such CFC shall be required to be pledged or otherwise subject to a Lien under the Loan Documents if in any such case (x) adverse tax consequences could reasonably be expected to result therefrom or (y) such guarantee is prohibited by any Requirement of Law; provided, however, that if the Equity Interests of such CFC are owned by a Loan Party, such Loan Party shall deliver, all such documents, instruments, agreements (excluding any pledge agreement or other security document governed by the laws of protection of, any jurisdiction other than a jurisdiction of the United States), and certificates described in clause (ii) above to the Collateral Agent, and take all actions reasonably requested by the Collateral Agent or otherwise necessary to grant and to perfect a first-priority Lien (subject to Permitted Liens) in favor of the Collateral Agent, for the benefit of the Agents and the Lenders, in sixty five percent (65%) of the voting Equity Interests of such CFC and one hundred percent (100%) of all other Equity Interests of Capital Stock purported to be covered by any such CFC owned by such Loan PartySecurity Agreement.

Additional Guaranties and Collateral Security. Cause: (i) each direct Domestic Subsidiary (other than any Excluded Subsidiary) of any Loan Party that is not in existence on the Effective Date, Date to execute and deliver to the Collateral Agent promptly and in any event within 10 Business Days 14 days (or such later date as may be agreed by the Collateral Agent) after the formation, acquisition or change in status thereof, thereof (A) a Joinder Agreement, pursuant to which such Subsidiary shall be made a party to this Agreement as a Guarantor or a Borrower, as applicable (provided that Guaranty guaranteeing the Accounts Receivable or Inventory of any new Borrower shall not be included in the Borrowing Base until the applicable conditions set forth in the definitions of Eligible Accounts Receivable and Eligible Inventory are satisfied)Obligations, (B) a supplement to the Security Agreement, together with (x) certificates evidencing all (or, in the case of a direct Foreign Subsidiary owned by such Domestic Subsidiary, 65% of the voting equity and 100% of the non-voting equity) of the Capital Stock of any Person owned by such Subsidiary, if certificated, (y) undated stock powers executed in blank with signature guaranteed, and (z) such opinion of counsel and such approving certificate of such Subsidiary as the Collateral Agent may reasonably request in respect of complying with any legend on any such certificate, (C) one or more Mortgages creating on the any owned real property with a Current Value of more than $5,000,000 of such Subsidiary a perfected, first priority Lien on such real property property, together with one or more Title Insurance Policies covering such real property, each in form and substance reasonably satisfactory to the extent required by Section 7.01(o)Collateral Agent, and together with such other Real Property Deliverables agreements, instruments and documents as may be required by the Collateral Agent may reasonably require whether comparable to the documents required under Section 7.01(k) or otherwise; and (D) such other agreements, instruments, approvals approvals, legal opinions or other documents reasonably requested by the Collateral Agent in order to create, perfect, establish the first priority of or otherwise protect any Lien purported to be covered by any such Security Documents Agreement or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements applicable to the Loan Parties contained in the Loan Documents and that all property and assets of such Subsidiary shall become Collateral for the Obligations in a manner consistent with the assets of the other corresponding Loan Parties that constitute Collateral; andObligations; (ii) each owner of the Equity Interests Capital Stock of any such Subsidiary to execute and deliver promptly and in any event within 10 Business Days 14 days (or such later date as may be agreed by the Collateral Agent) after the formation or acquisition of such Subsidiary a Pledge Amendment or other comparable document (as defined in supplement to the applicable Security Documents)Agreement, together with (A) if applicable, certificates evidencing all (or, in the case of such direct Foreign Subsidiary of a Loan Party, 65% of the Equity Interests voting equity and 100% of the non-voting equity) of the Capital Stock of such Subsidiary, (B) if applicable, undated stock powers or other appropriate instruments of assignment executed in blank with signature guaranteed, (C) such opinions opinion of counsel and such approving certificate of such Subsidiary as the Collateral Agent may reasonably request in respect of complying with any legend on any such certificate and (D) such other agreements, instruments, approvals approvals, legal opinions or other documents reasonably requested by the Collateral Agent.; and (iii) Notwithstanding without limiting the foregoinggenerality of Section 7.02(a), no CFC Loan Party will create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any consensual Lien upon or with respect to the Capital Stock of any Foreign Subsidiary to any Person (except for the pledge of 65% of the voting Capital Stock and 100% of the non-voting Capital Stock of a Loan Party shall be required direct Foreign Subsidiary to become a Loan Party hereunder (and, as such, shall not be required to deliver the documents required by clause (i) above) and no Equity Interests of such CFC shall be required to be pledged or otherwise subject to a Lien under the Loan Documents if in any such case (x) adverse tax consequences could reasonably be expected to result therefrom or (y) such guarantee is prohibited by any Requirement of Law; provided, however, that if the Equity Interests of such CFC are owned by a Loan Party, such Loan Party shall deliver, all such documents, instruments, agreements (excluding any pledge agreement or other security document governed by the laws of any jurisdiction other than a jurisdiction of the United States), and certificates described in clause (ii) above to the Collateral Agent, and take all actions reasonably requested by the Collateral Agent or otherwise necessary to grant and to perfect a first-priority Lien (subject to Permitted Liens) in favor of the Collateral Agent, for the benefit of the Agents itself and the Lenders, as contemplated in sixty five percent (65%) of the voting Equity Interests of such CFC and one hundred percent (100%) of all other Equity Interests of such CFC owned by such Loan Partythis Section 7.01(b)).

Additional Guaranties and Collateral Security. Cause: (i) each Subsidiary (other than any Excluded Subsidiary) of any Loan Party that is not in existence on (the Effective Date, “New Subsidiary”) to execute and deliver to the Collateral Agent promptly and in any event within 10 3 Business Days after the formation, formation or acquisition or change in status thereof, thereof (A) a Joinder Agreement, pursuant to which such Subsidiary shall be made a party to this Agreement as a Guarantor or a Borrower, as applicable (provided that Guaranty guaranteeing the Accounts Receivable or Inventory of any new Borrower shall not be included in the Borrowing Base until the applicable conditions set forth in the definitions of Eligible Accounts Receivable and Eligible Inventory are satisfied)Obligations, (B) a supplement Security Agreement, together with (x) if such New Subsidiary has any Domestic Subsidiaries, (I) certificates (if any) evidencing all of the Capital Stock of such Subsidiary owned by such New Subsidiary, (II) undated stock powers executed in blank, and (III) such opinions of counsel and such approving certificate of such Subsidiary as either Agent may reasonably request in respect of complying with any legend on any such certificate or any other matter relating to such shares, and (y) if such New Subsidiary has any first-tier Subsidiaries that are CFCs, (I) certificates (if any) evidencing all (or, 65% of the outstanding voting Capital Stock of such Subsidiary if pledging or hypothecating more than 65% of the total outstanding voting Capital Stock of such Subsidiary reasonably could be expected to result in material adverse tax consequences to the Security AgreementLoan Parties) of the outstanding voting Capital Stock of such Subsidiary, (II) undated stock powers executed in blank with signature guaranteed, and (III) such opinions of counsel and such approving certificate of such Subsidiary as either Agent may reasonably request in respect of complying with any legend on any such certificate or any other matter relating to such shares, (C) if such New Subsidiary has a fee interest in any real property that would constitute After Acquired Property if it were acquired by a Loan Party, one or more Mortgages mortgages creating on the such real property of such Subsidiary a perfected, first priority Lien on such real property to the extent required by Section 7.01(o)property, and such other Real Property Deliverables as may be required and, if requested by the Collateral Agent, a title insurance policy covering such real property, a current ALTA survey of such real property and a surveyor’s certificate, a Phase I Environmental Site Assessment with respect to such real property, certified to the Collateral Agent by a company reasonably satisfactory to the Collateral Agent, each in form and substance reasonably satisfactory to the Agents, together with such other agreements, instruments and documents as either Agent may reasonably require whether comparable to the documents required under Section 7.01(o) or otherwise, and (D) such other agreements, instruments, approvals approvals, legal opinions, or other documents reasonably requested by the Collateral either Agent in order to create, perfect, establish the first priority of or otherwise protect any Lien purported to be covered by any such Security Documents Agreement or mortgage, or otherwise to effect the intent that such New Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of such New Subsidiary shall become Collateral for the Obligations Obligations; provided that the foregoing Guaranty and Security Agreement shall not be required to be provided to the Collateral Agent with respect to any New Subsidiary of a Loan Party that is a CFC if providing such documents would result in a manner consistent with material adverse tax consequences to the assets of the other corresponding Loan Parties that constitute CollateralParties; and (ii) each Loan Party that is the owner of the Equity Interests Capital Stock of any such New Subsidiary to execute and deliver promptly and in any event within 10 3 Business Days after the formation or acquisition of such New Subsidiary a Pledge Amendment or other comparable document joinder to the Security Agreement (as defined in the applicable Security Documentsif it is not already a party thereto), together with (A) if applicablesuch New Subsidiary is not a CFC or is a CFC and the pledge of 100% of the voting Capital Stock of such CFC would not result in material adverse tax consequences to the Loan Parties, (w) certificates (if any) evidencing all of the Equity Interests Capital Stock of such New Subsidiary, (Bx) if applicable, undated stock powers or other appropriate instruments of or assignment executed in blank with signature guaranteed, (Cy) such opinions of counsel and such approving certificate of such New Subsidiary as the Collateral Agent Agents may reasonably request in respect of complying with any legend on any such certificate or any other matter relating to such shares, and (Dz) such other agreements, instruments, approvals approvals, legal opinions, or other documents, or (B) if such New Subsidiary is a CFC and the granting of a pledge of more than 65% of the voting Capital Stock of such CFC would result in material adverse tax consequences to the Loan Parties, (w) certificates (if any) evidencing 65% of the outstanding voting Capital Stock of such New Subsidiary, (x) undated stock powers or other appropriate instruments or assignment executed in blank with signature guarantee, (y) such opinions of counsel and such approving certificate of such New Subsidiary as the Agents may reasonably request in respect of complying with any legend on any such certificate or any other matter relating to such shares, and (z) such other agreements, instruments, approvals, legal opinions, or other documents reasonably requested by the Collateral either Agent. (iii) Notwithstanding the foregoing, no CFC of a Loan Party shall be required to become a Loan Party hereunder (and, as such, shall not be required to deliver the documents required by clause (i) above) and no Equity Interests of such CFC shall be required to be pledged or otherwise subject to a Lien under the Loan Documents if in any such case (x) adverse tax consequences could reasonably be expected to result therefrom or (y) such guarantee is prohibited by any Requirement of Law; provided, however, that if the Equity Interests of such CFC are owned by a Loan Party, such Loan Party shall deliver, all such documents, instruments, agreements (excluding any pledge agreement or other security document governed by the laws of any jurisdiction other than a jurisdiction of the United States), and certificates described in clause (ii) above to the Collateral Agent, and take all actions reasonably requested by the Collateral Agent or otherwise necessary to grant and to perfect a first-priority Lien (subject to Permitted Liens) in favor of the Collateral Agent, for the benefit of the Agents and the Lenders, in sixty five percent (65%) of the voting Equity Interests of such CFC and one hundred percent (100%) of all other Equity Interests of such CFC owned by such Loan Party.

Additional Guaranties and Collateral Security. Cause: (i) each Domestic Subsidiary (other than any Excluded Subsidiary) of any Loan Party that is not in existence on the Effective Date, Date to execute and deliver to the Collateral Agent promptly and in any event within 10 Business Days 14 days (or such later date as may be agreed by the Collateral Agent) after the formation, acquisition or change in status thereof, thereof (A) a Joinder Agreement, pursuant to which such Subsidiary shall be made a party to this Agreement as a Guarantor or a Borrower, as applicable (provided that Guaranty guaranteeing the Accounts Receivable or Inventory of any new Borrower shall not be included in the Borrowing Base until the applicable conditions set forth in the definitions of Eligible Accounts Receivable and Eligible Inventory are satisfied)Obligations, (B) a supplement to the Security Agreement, together with (x) certificates evidencing all (or, in the case of a direct Foreign Subsidiary owned by such Domestic Subsidiary, 65% of the voting equity and 100% of the non-voting equity) of the Capital Stock of any Person owned by such Subsidiary, if certificated, (y) undated stock powers executed in blank with signature guaranteed, and (z) such opinion of counsel and such approving certificate of such Subsidiary as the Collateral Agent may reasonably request in respect of complying with any legend on any such certificate, (C) one or more Mortgages creating on the any owned real property with a Current Value of more than $20,000,000 of such Subsidiary a perfected, first priority Lien on such real property property, together with one or more Title Insurance Policies covering such real property, each in form and substance reasonably satisfactory to the extent required by Section 7.01(o)Collateral Agent, and together with such other Real Property Deliverables agreements, instruments and documents as may be required by the Collateral Agent may reasonably require whether comparable to the documents required under Section 7.01(m) or otherwise; and (D) such other agreements, instruments, approvals approvals, legal opinions or other documents reasonably requested by the Collateral Agent in order to create, perfect, establish the first priority of or otherwise protect any Lien purported to be covered by any such Security Documents Agreement or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements applicable to the Loan Parties contained in the Loan Documents and that all property and assets of such Subsidiary shall become Collateral for the Obligations in a manner consistent with the assets of the other corresponding Loan Parties that constitute Collateral; andObligations; (ii) each owner of the Equity Interests Capital Stock of any such Subsidiary to execute and deliver promptly and in any event within 10 Business Days 14 days (or such later date as may be agreed by the Collateral Agent) after the formation or acquisition of such Subsidiary a Pledge Amendment or other comparable document (as defined in supplement to the applicable Security Documents)Agreement, together with (A) if applicable, certificates evidencing all (or, in the case of such direct Foreign Subsidiary of a Loan Party, 65% of the Equity Interests voting equity and 100% of the non-voting equity) of the Capital Stock of such Subsidiary, (B) if applicable, undated stock powers or other appropriate instruments of assignment executed in blank with signature guaranteed, (C) such opinions opinion of counsel and such approving certificate of such Subsidiary as the Collateral Agent may reasonably request in respect of complying with any legend on any such certificate and (D) such other agreements, instruments, approvals approvals, legal opinions or other documents reasonably requested by the Collateral Agent.; and (iii) Notwithstanding without limiting the foregoinggenerality of Section 7.02(a), no CFC Loan Party will create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any consensual Lien upon or with respect to the Capital Stock of any Foreign Subsidiary to any Person (except for the pledge of 65% of the voting Capital Stock and 100% of the non-voting Capital Stock of a Loan Party shall be required direct Foreign Subsidiary to become a Loan Party hereunder (and, as such, shall not be required to deliver the documents required by clause (i) above) and no Equity Interests of such CFC shall be required to be pledged or otherwise subject to a Lien under the Loan Documents if in any such case (x) adverse tax consequences could reasonably be expected to result therefrom or (y) such guarantee is prohibited by any Requirement of Law; provided, however, that if the Equity Interests of such CFC are owned by a Loan Party, such Loan Party shall deliver, all such documents, instruments, agreements (excluding any pledge agreement or other security document governed by the laws of any jurisdiction other than a jurisdiction of the United States), and certificates described in clause (ii) above to the Collateral Agent, and take all actions reasonably requested by the Collateral Agent or otherwise necessary to grant and to perfect a first-priority Lien (subject to Permitted Liens) in favor of the Collateral Agent, for the benefit of the Agents itself and the Lenders, as contemplated in sixty five percent (65%) of the voting Equity Interests of such CFC and one hundred percent (100%) of all other Equity Interests of such CFC owned by such Loan Partythis Section 7.01(b)).

Additional Guaranties and Collateral Security. Cause: (i) each Subsidiary (other than any Excluded Subsidiary) of any Loan Party that is not in existence on created or acquired after the Effective Date, Date (the “New Subsidiary”) to execute and deliver to the Collateral Agent promptly and in any event within 10 5 Business Days after the formation, formation or acquisition or change in status thereof, thereof (A) a Joinder Agreement, pursuant to which such Subsidiary shall be made a party to this Agreement as a Guarantor or a Borrower, as applicable (provided that Guaranty guaranteeing the Accounts Receivable or Inventory of any new Borrower shall not be included in the Borrowing Base until the applicable conditions set forth in the definitions of Eligible Accounts Receivable and Eligible Inventory are satisfied)Obligations, (B) a supplement Security Agreement, together with (x) if such New Subsidiary has any Domestic Subsidiaries, (I) certificates (if any) evidencing all of the Capital Stock of such Subsidiary owned by such New Subsidiary (provided that this clause may be satisfied by delivering such certificates to Foothill for so long as the Foothill Loan Agreement is in existence), (II) undated stock powers executed in blank (provided that this clause may be satisfied by delivering such documents to Foothill for so long as the Foothill Loan Agreement is in existence), and (III) such opinions of counsel and such approving certificate of such Subsidiary as either Agent may reasonably request in respect of complying with any legend on any such certificate or any other matter relating to such shares, and (y) if such New Subsidiary has any first-tier Subsidiaries that are CFCs, (I) certificates (if any) evidencing all (or, 65% of the outstanding voting Capital Stock of such Subsidiary if pledging or hypothecating more than 65% of the total outstanding voting Capital Stock of such Subsidiary reasonably could be expected to result in material adverse tax consequences to the Security AgreementLoan Parties) of the outstanding voting Capital Stock of such Subsidiary (provided that this clause may be satisfied by delivering such certificates to Foothill for so long as the Foothill Loan Agreement is in existence), (II) undated stock powers executed in blank with signature guaranteed (provided that this clause may be satisfied by delivering such documents to Foothill for so long as the Foothill Loan Agreement is in existence), and (III) such opinions of counsel and such approving certificate of such Subsidiary as either Agent may reasonably request in respect of complying with any legend on any such certificate or any other matter relating to such shares, (C) if such New Subsidiary has a fee interest in any real property that would constitute After Acquired Property if it were acquired by a Loan Party, one or more Mortgages creating on the such real property of such Subsidiary a perfected, first second priority (subject to Permitted Liens) Lien on such real property, a Title Insurance Policy covering such real property, a current ALTA survey of such real property and a surveyor’s certificate, a Phase I Environmental Site Assessment with respect to the extent required by Section 7.01(o)such real property, and such other Real Property Deliverables as may be required by certified to the Collateral Agent by a company reasonably satisfactory to the Collateral Agent, each in form and substance reasonably satisfactory to the Agents, together with such other agreements, instruments and documents as either Agent may reasonably require whether comparable to the documents required under Section 7.01(o) or otherwise, and (D) such other agreements, instruments, approvals approvals, legal opinions, or other documents reasonably requested by the Collateral either Agent in order to create, perfect, establish the first second priority (subject to Permitted Liens) of or otherwise protect any Lien purported to be covered by any such Security Documents Agreement or Mortgage, or otherwise to effect the intent that such New Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of such New Subsidiary shall become Collateral for the Obligations Obligations; provided that the foregoing Guaranty, Security Agreement and Mortgage shall not be required to be provided to the Collateral Agent with respect to any New Subsidiary of a Loan Party that is a CFC if providing such documents would result in a manner consistent with material adverse tax consequences to the assets of the other corresponding Loan Parties that constitute CollateralParties; and (ii) each Loan Party that is the owner of the Equity Interests Capital Stock of any such New Subsidiary to execute and deliver promptly and in any event within 10 5 Business Days after the formation or acquisition of such New Subsidiary a Pledge Amendment or other comparable document joinder to the Security Agreement (as defined in the applicable Security Documentsif it is not already a party thereto), together with (A) if applicablesuch New Subsidiary is not a CFC or is a CFC and the pledge of 100% of the voting Capital Stock of such CFC would not result in material adverse tax consequences to the Loan Parties, (w) certificates (if any) evidencing all of the Equity Interests Capital Stock of such SubsidiaryNew Subsidiary owned by such Loan Party (provided that this clause may be satisfied by delivering such certificates to Foothill for so long as the Foothill Loan Agreement is in existence), (Bx) if applicable, undated stock powers or other appropriate instruments of or assignment executed in blank with signature guaranteedguaranteed (provided that this clause may be satisfied by delivering such documents to Foothill for so long as the Foothill Loan Agreement is in existence), (Cy) such opinions of counsel and such approving certificate of such New Subsidiary as the Collateral Agent Agents may reasonably request in respect of complying with any legend on any such certificate or any other matter relating to such shares, and (Dz) such other agreements, instruments, approvals approvals, legal opinions, or other documents, or (B) if such New Subsidiary is a CFC and the granting of a pledge of more than 65% of the voting Capital Stock of such CFC would result in material adverse tax consequences to the Loan Parties, (w) certificates (if any) evidencing 65% of the outstanding voting Capital Stock of such New Subsidiary (provided that this clause may be satisfied by delivering such certificates to Foothill for so long as the Foothill Loan Agreement is in existence), (x) undated stock powers or other appropriate instruments or assignment executed in blank with signature guarantee (provided that this clause may be satisfied by delivering such documents to Foothill for so long as the Foothill Loan Agreement is in existence), (y) such opinions of counsel and such approving certificate of such New Subsidiary as the Agents may reasonably request in respect of complying with any legend on any such certificate or any other matter relating to such shares, and (z) such other agreements, instruments, approvals, legal opinions, or other documents reasonably requested by the Collateral either Agent. (iii) Notwithstanding the foregoing, no CFC of a Loan Party shall be required to become a Loan Party hereunder (and, as such, shall not be required to deliver the documents required by clause (i) above) and no Equity Interests of such CFC shall be required to be pledged or otherwise subject to a Lien under the Loan Documents if in any such case (x) adverse tax consequences could reasonably be expected to result therefrom or (y) such guarantee is prohibited by any Requirement of Law; provided, however, that if the Equity Interests of such CFC are owned by a Loan Party, such Loan Party shall deliver, all such documents, instruments, agreements (excluding any pledge agreement or other security document governed by the laws of any jurisdiction other than a jurisdiction of the United States), and certificates described in clause (ii) above to the Collateral Agent, and take all actions reasonably requested by the Collateral Agent or otherwise necessary to grant and to perfect a first-priority Lien (subject to Permitted Liens) in favor of the Collateral Agent, for the benefit of the Agents and the Lenders, in sixty five percent (65%) of the voting Equity Interests of such CFC and one hundred percent (100%) of all other Equity Interests of such CFC owned by such Loan Party.

Additional Guaranties and Collateral Security. Cause: (i) each Subsidiary (other than any Excluded Subsidiary) of any Loan Party that is not in existence on the Effective Date, to execute and deliver to the Collateral Agent promptly and in any event within 10 3 Business Days after the formation, formation or acquisition or change in status thereof, thereof (A) a Joinder Agreement, pursuant to which such Subsidiary shall be made a party to this Agreement as a Guarantor or a Borrower, as applicable (provided that Guaranty guaranteeing the Accounts Receivable or Inventory of any new Borrower shall not be included in the Borrowing Base until the applicable conditions set forth in the definitions of Eligible Accounts Receivable and Eligible Inventory are satisfied)Obligations, (B) a supplement Security Agreement (and to the extent required by the Collateral Agent, a Patent Security Agreement and a Trademark Security Agreement), (C) if such Subsidiary has any Subsidiaries, a Pledge Agreement together with (x) certificates evidencing all of the Capital Stock of any Person owned by such Subsidiary, (y) undated stock powers executed in blank with signature guaranteed, and (z) such opinion of counsel and such approving certificate of such Subsidiary as the Collateral Agent may reasonably request in respect of complying with any legend on any such certificate or any other matter relating to such shares, (D) one or more Mortgages creating on the real property of such Subsidiary a perfected, first priority Lien on such real property property, a Title Insurance Policy covering such real property, a current ALTA survey thereof and a surveyor’s certificate, each in form and substance satisfactory to the extent required by Section 7.01(o)Collateral Agent, and together with such other Real Property Deliverables agreements, instruments and documents as may be required by the Collateral Agent may require whether comparable to the documents required under Section 6.01(o) or otherwise, and (DE) such other agreements, instruments, approvals approvals, legal opinions or other documents reasonably requested by the Collateral Agent in order to create, perfect, establish the first priority of or otherwise protect any Lien purported to be covered by any such Security Documents Agreement, Patent Security Agreement, Trademark Security Agreement, Pledge Agreement, or Mortgage, or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of such Subsidiary shall become Collateral for the Obligations in a manner consistent with the assets of the other corresponding Loan Parties that constitute CollateralObligations; and (ii) each owner of the Equity Interests Capital Stock of any such Subsidiary to execute and deliver promptly and in any event within 10 3 Business Days after the formation or acquisition of such Subsidiary a Pledge Amendment or other comparable document (as defined in the applicable Security Documents)Agreement, together with (A) if applicable, certificates evidencing all of the Equity Interests Capital Stock of such Subsidiary, (B) if applicable, undated stock powers or other appropriate instruments of assignment executed in blank with signature guaranteed, (C) such opinions opinion of counsel and such approving certificate of such Subsidiary as the Collateral Agent may reasonably request in respect of complying with any legend on any such certificate or any other matter relating to such shares and (D) such other agreements, instruments, approvals approvals, legal opinions or other documents reasonably requested by the Collateral Agent. (iii) Notwithstanding the foregoing, no CFC of a Loan Party shall be required to become a Loan Party hereunder (and, as such, shall not be required to deliver the documents required by clause (i) above) and no Equity Interests of such CFC shall be required to be pledged or otherwise subject to a Lien under the Loan Documents if in any such case (x) adverse tax consequences could reasonably be expected to result therefrom or (y) such guarantee is prohibited by any Requirement of Law; provided, however, that if the Equity Interests of such CFC are owned by a Loan Party, such Loan Party shall deliver, all such documents, instruments, agreements (excluding any pledge agreement or other security document governed by the laws of any jurisdiction other than a jurisdiction of the United States), and certificates described in clause (ii) above to the Collateral Agent, and take all actions reasonably requested by the Collateral Agent or otherwise necessary to grant and to perfect a first-priority Lien (subject to Permitted Liens) in favor of the Collateral Agent, for the benefit of the Agents and the Lenders, in sixty five percent (65%) of the voting Equity Interests of such CFC and one hundred percent (100%) of all other Equity Interests of such CFC owned by such Loan Party.

Additional Guaranties and Collateral Security. Cause: (i) each Subsidiary (other than any Excluded Subsidiary) of any Loan Party that is not in existence on the Effective Date, and each Subsidiary of any Loan Party which is a non-borrowing Subsidiary on the Effective Date or upon formation or acquisition but later ceases to be a non-borrowing Subsidiary, to execute and deliver to the Collateral Agent promptly and in any event within 10 Business Days days (except that, with respect to clause (D) below, 30 days) after the formation, acquisition or change in status thereof, thereof (A) a Joinder Agreement, pursuant to which such Subsidiary shall be made a party to this Agreement as a Guarantor or a Borrower, as applicable (provided that Guaranty guaranteeing the Accounts Receivable or Inventory of any new Borrower shall not be included in the Borrowing Base until the applicable conditions set forth in the definitions of Eligible Accounts Receivable and Eligible Inventory are satisfied)Obligations, (B) a supplement to the Security Agreement, (C) if such Subsidiary has any Subsidiaries, a Pledge Agreement together with (x) certificates evidencing all of the Capital Stock of any Person owned by such Subsidiary, if certificated, (y) undated stock powers executed in blank with signature guaranteed, and (z) such opinion of counsel and such approving certificate of such Subsidiary as the Agent may reasonably request in respect of complying with any legend on any such certificate or any other matter relating to such shares, (D) one or more Mortgages creating creating, on the owned real property of such Subsidiary Subsidiary, a perfected, first priority Lien on such real property property, a Title Insurance Policy covering such real property, a current ALTA survey thereof and a surveyor's certificate, each in form and substance reasonably satisfactory to the extent Agent, together with such other agreements, instruments and documents as the Agent may reasonably require whether comparable to the documents required by under Section 7.01(o)) or otherwise, and such other Real Property Deliverables as may be required by the Collateral Agent and (DE) such other agreements, instruments, approvals approvals, legal opinions or other documents reasonably requested by the Collateral Agent in order to create, perfect, establish the first priority of or otherwise protect any Lien purported to be covered by any such Security Documents Agreement, Pledge Agreement or Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements applicable to the Loan Party contained in the Loan Documents and that all property and assets of such Subsidiary shall become Collateral for the Obligations in a manner consistent with the assets of the other corresponding Loan Parties that constitute CollateralObligations; and (ii) each owner of the Equity Interests Capital Stock of any such Subsidiary to execute and deliver promptly and in any event within 10 Business Days days after the formation or acquisition of such Subsidiary a Pledge Amendment or other comparable document (as defined in the applicable Security Documents)Agreement, together with (A) if applicable, certificates evidencing all of the Equity Interests Capital Stock of such Subsidiary, if certificated, (B) if applicable, undated stock powers or other appropriate instruments of assignment executed in blank with signature guaranteed, (C) such opinions opinion of counsel and such approving certificate of such Subsidiary as the Collateral Agent may reasonably request in respect of complying with any legend on any such certificate or any other matter relating to such shares and (D) such other agreements, instruments, approvals approvals, legal opinions or other documents reasonably requested by the Collateral Agent. (iii) Notwithstanding the foregoing, no CFC of a Loan Party shall be required to become a Loan Party hereunder (and, as such, shall not be required to deliver the documents required by clause (i) above) and no Equity Interests of such CFC shall be required to be pledged or otherwise subject to a Lien under the Loan Documents if in any such case (x) adverse tax consequences could reasonably be expected to result therefrom or (y) such guarantee is prohibited by any Requirement of Law; provided, however, that if the Equity Interests of such CFC are owned by a Loan Party, such Loan Party shall deliver, all such documents, instruments, agreements (excluding any pledge agreement or other security document governed by the laws of any jurisdiction other than a jurisdiction of the United States), and certificates described in clause (ii) above to the Collateral Agent, and take all actions reasonably requested by the Collateral Agent or otherwise necessary to grant and to perfect a first-priority Lien (subject to Permitted Liens) in favor of the Collateral Agent, for the benefit of the Agents and the Lenders, in sixty five percent (65%) of the voting Equity Interests of such CFC and one hundred percent (100%) of all other Equity Interests of such CFC owned by such Loan Party.

Additional Guaranties and Collateral Security. Cause: (i) each Subsidiary (other than any Excluded Subsidiary) of any Loan Party that is not in existence on the Effective Date, to execute and deliver to the Collateral Agent promptly and in any event within 10 Business Days 3 days after the formation, acquisition or change in status thereof, (A) a Joinder Agreement, pursuant to which such Subsidiary shall be made a party to this Agreement as a Guarantor Borrower or a BorrowerGuarantor, as applicable (provided that the Accounts Receivable or Inventory of any new Borrower shall not be included in the Borrowing Base until the applicable conditions set forth in the definitions of Eligible Accounts Receivable and Eligible Inventory are satisfied)applicable, (B) a supplement to the Security Agreement, together with (1) certificates evidencing all of the Equity Interests of any Person owned by such Subsidiary, (2) undated stock powers executed in blank with signature guaranteed, and (3) such opinions of counsel as the Collateral Agent may reasonably request, (C) one or more Mortgages creating on the real property of such Subsidiary a perfected, first priority Lien on such real property to the extent required by Section 7.01(o), and such other Real Property Deliverables as may be required by the Collateral Agent Agent, (D) Credit Card Acknowledgements with respect to any Credit Card Agreements of such Subsidiary and (DE) such other agreements, instruments, approvals or other documents reasonably requested by the Collateral Agent in order to create, perfect, establish the first priority of or otherwise protect any Lien purported to be covered by any such Security Documents Agreement or Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of such Subsidiary shall become Collateral for the Obligations in a manner consistent with the assets of the other corresponding Loan Parties that constitute CollateralObligations; and (ii) each owner of the Equity Interests of any such Subsidiary to execute and deliver promptly and in any event within 10 Business Days 3 days after the formation or acquisition of such Subsidiary a Pledge Amendment or other comparable document (as defined in the applicable Security DocumentsAgreement), together with (A) if applicable, certificates evidencing all of the Equity Interests of such Subsidiary, (B) if applicable, undated stock powers or other appropriate instruments of assignment executed in blank with signature guaranteed, (C) such opinions of counsel as the Collateral Agent may reasonably request and (D) such other agreements, instruments, approvals or other documents reasonably requested by the Collateral Agent. (iii) . Notwithstanding the foregoing, no CFC of a Loan Party Foreign Subsidiary shall be required to become a Loan Party Borrower or a Guarantor hereunder (and, as such, shall not be required to deliver the documents required by clause (i) above) and no Equity Interests of such CFC a Foreign Subsidiary shall be required to be pledged or otherwise subject to a Lien under the Loan Documents if in any such case (x) adverse tax consequences could reasonably be expected to result therefrom or (y) such guarantee is prohibited by any Requirement of Law; provided, however, that if the Equity Interests of such CFC Foreign Subsidiary are owned by a Loan Party, such Loan Party shall deliver, all such documents, instruments, agreements (excluding any including, without limitation, at the reasonable request of the Collateral Agent, a pledge agreement or other security document governed by the laws of any jurisdiction other than a the jurisdiction of the United Statesorganization of such Foreign Subsidiary), and certificates described in clause (ii) above to the Collateral Agent, and take all commercially reasonable actions reasonably requested by the Collateral Agent or otherwise necessary to grant and to perfect a first-priority Lien (subject to Permitted Liens) in favor of the Collateral Agent, for the benefit of the Agents and the Lenders, in sixty five percent (65%) of the voting Equity Interests of such CFC Foreign Subsidiary and one hundred percent (100%) of all other Equity Interests of such CFC Foreign Subsidiary owned by such Loan Party.

Additional Guaranties and Collateral Security. Cause: (i) each Domestic Subsidiary (other than any Excluded Subsidiary) of any Loan Party that is not in existence on the Effective Date and each Inactive Subsidiary of any Loan Party which becomes active after the Effective Date, to execute and deliver to the Collateral Agent promptly and in any event within 10 Business Days ten (10) days after the formation, acquisition or change in status thereof, thereof (A) a Joinder Agreement, pursuant to which such Subsidiary shall be made a party to this Agreement as a Guarantor or a Borrower, as applicable (provided that Guaranty guaranteeing the Accounts Receivable or Inventory of any new Borrower shall not be included in the Borrowing Base until the applicable conditions set forth in the definitions of Eligible Accounts Receivable and Eligible Inventory are satisfied)Obligations, (B) a supplement to the Security Agreement, (C) if such Subsidiary has any Subsidiaries, a Pledge Agreement together with (x) certificates evidencing all of the Capital Stock of any Person owned by such Subsidiary, (y) undated stock powers executed in blank with signature guaranteed, and (z) such opinion of counsel and such approving certificate of such Subsidiary as the Collateral Agent may reasonably request in respect of complying with any legend on any such certificate or any other matter relating to such shares, (D) one or more Mortgages creating on the owned real property of such Subsidiary a perfected, first priority Lien (subject to Permitted Liens) on such real property property, a Title Insurance Policy covering such real property, a current ALTA survey thereof and a surveyor’s certificate, each in form and substance satisfactory to the extent required by Section 7.01(o)Collateral Agent, and together with such other Real Property Deliverables agreements, instruments and documents as may be required by the Collateral Agent may require whether comparable to the documents required under Section 7.01(o) or otherwise, (E) one or more First Preferred Ship Mortgages creating on the Eligible Vessels of such Subsidiary a perfected, first priority lien on such Vessel, (F) one or more Aircraft Security Agreements creating on each aircraft of such Subsidiary a perfected, first priority lien on such aircraft, and (DG) such other agreements, instruments, approvals approvals, legal opinions or other documents reasonably requested by the Collateral Agent in order to create, perfect, establish the first priority of or otherwise protect any Lien purported to be covered by any such Security Documents Agreement, First Preferred Ship Mortgage, Pledge Agreement, Mortgage or Aircraft Security Agreement or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of such Subsidiary shall become Collateral for the Obligations in a manner consistent with the assets of the other corresponding Loan Parties that constitute CollateralObligations; and (ii) each owner of the Equity Interests Capital Stock of any such Domestic Subsidiary to execute and deliver promptly and in any event within 10 Business Days ten (10) days after the formation or acquisition of such Subsidiary a Pledge Amendment or other comparable document (as defined in the applicable Security Documents)Agreement, together with (A) if applicable, certificates evidencing all of the Equity Interests Capital Stock of such Subsidiary, (B) if applicable, undated stock powers or other appropriate instruments of assignment executed in blank with signature guaranteed, (C) such opinions opinion of counsel and such approving certificate of such Subsidiary as the Collateral Agent may reasonably request in respect of complying with any legend on any such certificate or any other matter relating to such shares, and (D) such other agreements, instruments, approvals approvals, legal opinions or other documents reasonably requested by the Collateral Agent. (iii) Notwithstanding the foregoing, no CFC of a Loan Party shall be required to become a Loan Party hereunder (and, as such, shall not be required to deliver the documents required by clause (i) above) and no Equity Interests of such CFC shall be required to be pledged or otherwise subject to a Lien under the Loan Documents if in any such case (x) adverse tax consequences could reasonably be expected to result therefrom or (y) such guarantee is prohibited by any Requirement of Law; provided, however, that if the Equity Interests of such CFC are owned by a Loan Party, such Loan Party shall deliver, all such documents, instruments, agreements (excluding any pledge agreement or other security document governed by the laws of any jurisdiction other than a jurisdiction of the United States), and certificates described in clause (ii) above to the Collateral Agent, and take all actions reasonably requested by the Collateral Agent or otherwise necessary to grant and to perfect a first-priority Lien (subject to Permitted Liens) in favor of the Collateral Agent, for the benefit of the Agents and the Lenders, in sixty five percent (65%) of the voting Equity Interests of such CFC and one hundred percent (100%) of all other Equity Interests of such CFC owned by such Loan Party.

Additional Guaranties and Collateral Security. Cause: (i) each domestic Subsidiary (other than any Excluded Subsidiary) of any Loan Party that is a Borrower not in existence on the Effective Date, Date to execute and deliver to the Collateral Agent promptly and in any event within 10 three Business Days after the formation, formation or acquisition or change in status thereof, thereof (A) a Joinder Agreementjoinder agreement, in form and substance satisfactory to the Agent, pursuant to which such Subsidiary shall be made Person becomes a party to this Agreement as a Guarantor or a Borrower, as applicable (provided that Borrower hereunder and jointly and severally liable for the Accounts Receivable or Inventory of any new Borrower shall not be included in the Borrowing Base until the applicable conditions set forth in the definitions of Eligible Accounts Receivable and Eligible Inventory are satisfied)Obligations, (B) a supplement to the Security Agreement, (C) if such Subsidiary has any Subsidiaries, a Pledge Agreement, together with (x) certificates evidencing all of the Capital Stock of any Person owned by such Subsidiary, (y) undated stock powers executed in blank with signature guaranteed, and (z) such opinion of counsel and such approving certificate of such Subsidiary as the Agent may reasonably request in respect of complying with any legend on any such certificate or any other matter relating to such shares, (D) one or more Mortgages creating on the real property of such Subsidiary a perfected, first priority Lien on such real property property, a Title Insurance Policy covering such real property, a current ALTA survey thereof and a surveyor's certificate, each in form and substance satisfactory to the extent Agent, together with such other agreements, instruments and documents as the Agent may require whether comparable to the documents required by under Section 7.01(o)6.01(o) or otherwise, and such other Real Property Deliverables as may be required by the Collateral Agent and (DE) such other agreements, instruments, approvals approvals, legal opinions or other documents reasonably requested by the Collateral Agent in order to create, perfect, establish the first priority of or otherwise protect any Lien purported to be covered by any such Security Documents Agreement, Pledge Agreement or Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of such Subsidiary shall become Collateral for the Obligations in a manner consistent with the assets of the other corresponding Loan Parties that constitute CollateralObligations; and (ii) each owner of the Equity Interests Capital Stock of any such Subsidiary to execute and deliver promptly and in any event within 10 Business Days three days after the formation or acquisition of such Subsidiary a Pledge Amendment or other comparable document (as defined in the applicable Security Documents)Agreement, together with (A) if applicable, certificates evidencing all of the Equity Interests Capital Stock of such Subsidiary, (B) if applicable, undated stock powers or other appropriate instruments of assignment executed in blank with signature guaranteed, (C) such opinions opinion of counsel and such approving certificate of such Subsidiary as the Collateral Agent may reasonably request in respect of complying with any legend on any such certificate or any other matter relating to such shares and (D) such other agreements, instruments, approvals approvals, legal opinions or other documents requested reasonably requested by the Collateral Agent. (iii) Notwithstanding the foregoing, no CFC of a Loan Party shall be required to become a Loan Party hereunder (and, as such, shall not be required to deliver the documents required by clause (i) above) and no Equity Interests of such CFC shall be required to be pledged or otherwise subject to a Lien under the Loan Documents if in any such case (x) adverse tax consequences could reasonably be expected to result therefrom or (y) such guarantee is prohibited by any Requirement of Law; provided, however, that if the Equity Interests of such CFC are owned by a Loan Party, such Loan Party shall deliver, all such documents, instruments, agreements (excluding any pledge agreement or other security document governed by the laws of any jurisdiction other than a jurisdiction of the United States), and certificates described in clause (ii) above to the Collateral Agent, and take all actions reasonably requested by the Collateral Agent or otherwise necessary to grant and to perfect a first-priority Lien (subject to Permitted Liens) in favor of the Collateral Agent, for the benefit of the Agents and the Lenders, in sixty five percent (65%) of the voting Equity Interests of such CFC and one hundred percent (100%) of all other Equity Interests of such CFC owned by such Loan Party.;

Additional Guaranties and Collateral Security. CauseIn addition to, and not in limitation of the provisions of Section 9.18 of the Loan Agreement, within one hundred (120) days following the Amendment No. 22 Effective Date (or such longer period as Agent may agree in its sole discretion), Borrowers and Guarantors shall cause: (ia) each of The 0 Xxxx Xxxxxx Nominee Trust, a Massachusetts nominee trust and a wholly owned subsidiary of H&H Electronic (“Orne Street”), The 00 Xxxxx Xxxxxx Nominee Trust, a Massachusetts nominee trust and a wholly owned subsidiary of H&H Electronic (“00 Xxxxx Xxxxxx”), and 00 Xxxxx Xxxxxx Nominee Trust, a Massachusetts nominee trust and a wholly owned subsidiary of H&H Electronic (“00 Xxxxx Xxxxxx” and together with Orne Street and 00 Xxxxx Xxxxxx, each a “Subsidiary (other than any Excluded Subsidiary) of any Loan Party that is not in existence on Trust” and collectively, the Effective Date“Subsidiary Trusts”), to execute and deliver to Agent, in form and substance satisfactory to Agent: (i) a guaranty guaranteeing the Collateral Agent promptly and in any event within 10 Business Days after the formation, acquisition or change in status thereofObligations, (Aii) a Joinder Agreement, pursuant to which such Subsidiary shall be made a party to this Agreement as a Guarantor or a Borrower, as applicable (provided that the Accounts Receivable or Inventory of any new Borrower shall not be included in the Borrowing Base until the applicable conditions set forth in the definitions of Eligible Accounts Receivable and Eligible Inventory are satisfied)security agreement, (B) a supplement to the Security Agreement, (Ciii) one or more Mortgages creating on the real property fee-owned Real Property of such Subsidiary Trust a perfected, first priority Lien lien on such real property Real Property, a title insurance policy covering such Real Property, a current ALTA survey thereof and a surveyor’s certificate, each in form and substance reasonably satisfactory to Agent, together with such other agreements, instruments and documents as the extent required by Section 7.01(o)Agent may reasonably require, (iv) an Information Certificate, and such other Real Property Deliverables as may be required by the Collateral Agent and (Dv) such other agreements, instruments, approvals certificates, approvals, legal opinions or other documents reasonably requested by the Collateral Agent in order to create, perfect, establish the first priority of or otherwise protect any Lien lien purported to be covered by any such Security Documents security agreement or Mortgage or otherwise to effect the intent that each such Subsidiary Trust shall become bound by all of the terms, covenants and agreements contained in the Loan Documents Financing Agreements and that all property and assets of such Subsidiary Trust shall become Collateral for the Obligations in a manner consistent with the assets of the other corresponding Loan Parties that constitute CollateralObligations; and (iib) each owner of the Equity Interests of any such Subsidiary H&H Electronic to execute and deliver promptly and in any event within 10 Business Days after a pledge agreement with respect to the formation or acquisition Capital Stock of such each Subsidiary a Pledge Amendment or other comparable document (as defined in the applicable Security Documents)Trust, together with (Ai) certificates (if applicable, certificates any) evidencing all of the Equity Interests Capital Stock of such SubsidiarySubsidiary Trust (if any), (Bii) if applicable, undated stock powers or other appropriate instruments of assignment executed in blank with signature guaranteedguaranteed (if applicable), (Ciii) if requested by Agent, such opinions opinion of counsel and such approving certificate of such Subsidiary Trust as the Collateral Agent may reasonably request in respect of complying with any legend on any such certificate or any other matter relating to such Capital Stock, and (Div) such other agreements, instruments, approvals approvals, legal opinions or other documents reasonably requested by the Collateral Agent. (iii) Notwithstanding the foregoing, no CFC of a Loan Party shall be required to become a Loan Party hereunder (and, as such, shall not be required to deliver the documents required by clause (i) above) and no Equity Interests of such CFC shall be required to be pledged or otherwise subject to a Lien under the Loan Documents if in any such case (x) adverse tax consequences could reasonably be expected to result therefrom or (y) such guarantee is prohibited by any Requirement of Law; provided, however, that if the Equity Interests of such CFC are owned by a Loan Party, such Loan Party shall deliver, all such documents, instruments, agreements (excluding any pledge agreement or other security document governed by the laws of any jurisdiction other than a jurisdiction of the United States), and certificates described in clause (ii) above to the Collateral Agent, and take all actions reasonably requested by the Collateral Agent or otherwise necessary to grant and to perfect a first-priority Lien (subject to Permitted Liens) in favor of the Collateral Agent, for the benefit of the Agents and the Lenders, in sixty five percent (65%) of the voting Equity Interests of such CFC and one hundred percent (100%) of all other Equity Interests of such CFC owned by such Loan Party.

Additional Guaranties and Collateral Security. Cause: (i) each Subsidiary (other than any Excluded Subsidiary) of any Loan Party that is not in existence on the Effective Date, to execute and deliver to the Collateral Agent promptly and in any event within 10 Business Days 3 days after the formation, acquisition or change in status thereof, thereof (A) a Joinder Agreement, pursuant to which such Subsidiary shall be made a party to this Agreement as a Guarantor or a Borrower, as applicable (provided that Guaranty guaranteeing the Accounts Receivable or Inventory of any new Borrower shall not be included in the Borrowing Base until the applicable conditions set forth in the definitions of Eligible Accounts Receivable and Eligible Inventory are satisfied)Obligations, (B) a supplement to the Security Agreement, (C) if such Subsidiary has any Subsidiaries, a Pledge Agreement together with (x) certificates evidencing all of the Capital Stock of any Person owned by such Subsidiary, (y) undated stock powers executed in blank with signature guaranteed, and (z) such opinion of counsel and such approving certificate of such Subsidiary as the Agent may reasonably request in respect of complying with any legend on any such certificate or any other matter relating to such shares, (D) one or more Mortgages creating on the real property of such Subsidiary a perfected, first priority Lien on such real property property, a current ALTA survey thereof and a surveyor's certificate, each in form and substance satisfactory to the extent Agent, together with such other agreements, instruments and documents as the Agent may require whether comparable to the documents required by under Section 7.01(o)) or otherwise, and such other Real Property Deliverables as may be required by the Collateral Agent and (DE) such other agreements, instruments, approvals approvals, legal opinions or other documents reasonably requested by the Collateral Agent in order to create, perfect, establish the first priority of or otherwise protect any Lien purported to be covered by any such Security Documents Agreement, Pledge Agreement or Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of such Subsidiary shall become Collateral for the Obligations in a manner consistent with the assets of the other corresponding Loan Parties that constitute CollateralObligations; and (ii) each owner of the Equity Interests Capital Stock of any such Subsidiary to execute and deliver promptly and in any event within 10 Business Days 3 days after the formation or acquisition of such Subsidiary a Pledge Amendment or other comparable document (as defined in the applicable Security Documents)Agreement, together with (A) if applicable, certificates evidencing all of the Equity Interests Capital Stock of such Subsidiary, (B) if applicable, undated stock powers or other appropriate instruments of assignment executed in blank with signature guaranteed, (C) such opinions opinion of counsel and such approving certificate of such Subsidiary as the Collateral Agent may reasonably request in respect of complying with any legend on any such certificate or any other matter relating to such shares and (D) such other agreements, instruments, approvals approvals, legal opinions or other documents reasonably requested by the Collateral Agent. (iii) Notwithstanding the foregoing, no CFC of a Loan Party shall be required to become a Loan Party hereunder (and, as such, shall not be required to deliver the documents required by clause (i) above) and no Equity Interests of such CFC shall be required to be pledged or otherwise subject to a Lien under the Loan Documents if in any such case (x) adverse tax consequences could reasonably be expected to result therefrom or (y) such guarantee is prohibited by any Requirement of Law; provided, however, that if the Equity Interests of such CFC are owned by a Loan Party, such Loan Party shall deliver, all such documents, instruments, agreements (excluding any pledge agreement or other security document governed by the laws of any jurisdiction other than a jurisdiction of the United States), and certificates described in clause (ii) above to the Collateral Agent, and take all actions reasonably requested by the Collateral Agent or otherwise necessary to grant and to perfect a first-priority Lien (subject to Permitted Liens) in favor of the Collateral Agent, for the benefit of the Agents and the Lenders, in sixty five percent (65%) of the voting Equity Interests of such CFC and one hundred percent (100%) of all other Equity Interests of such CFC owned by such Loan Party.

Additional Guaranties and Collateral Security. Cause: (i) each Subsidiary (other than any Excluded Subsidiary) of any Loan Party that is not in existence on the Effective Date, to execute and deliver to the Collateral Agent promptly and in any event within 10 3 Business Days after the formation, formation or acquisition or change in status thereof, thereof (A) a Joinder Agreement, pursuant Guaranty in form and substance satisfactory to which such Subsidiary shall be made a party to this Agreement as a Guarantor or a Borrower, as applicable (provided that Collateral Agent guaranteeing the Accounts Receivable or Inventory of any new Borrower shall not be included in the Borrowing Base until the applicable conditions set forth in the definitions of Eligible Accounts Receivable and Eligible Inventory are satisfied)Obligations, (B) a supplement to the Security Agreement, (C) if such Subsidiary has any Subsidiaries, a Pledge Agreement together with (x) certificates evidencing all of the Capital Stock of any Person owned by such Subsidiary, (y) undated stock powers executed in blank with signature guaranteed, and (z) such opinion of counsel and such approving certificate of such Subsidiary as the Collateral Agent may reasonably request in respect of complying with any legend on any such certificate or any other matter relating to such shares, (D) one or more Mortgages creating on the real property or Oil and Gas Properties of such Subsidiary a perfected, first priority Lien on such real property or Oil and Gas Properties, a Title Insurance Policy covering such real property or a title opinion from Borrower’s counsel covering such Oil and Gas Properties, as applicable, a current ALTA survey of any such real property and a surveyor’s certificate, each in form and substance satisfactory to the extent required by Section 7.01(o)Collateral Agent, and together with such other Real Property Deliverables agreements, instruments and documents as may be required by the Collateral Agent may require whether comparable to the documents required under Section 7.01(o) or otherwise, (E) a joinder to the Intercompany Subordination Agreement, and (DF) such other agreements, instruments, approvals approvals, legal opinions or other documents reasonably requested by the Collateral Agent in order to create, perfect, establish the first priority of or otherwise protect any Lien purported to be covered by any such Security Documents Agreement, Pledge Agreement, or Mortgage, or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of such Subsidiary shall become Collateral for the Obligations in a manner consistent with the assets of the other corresponding Loan Parties that constitute CollateralObligations; and (ii) each owner of the Equity Interests Capital Stock of any such Subsidiary to execute and deliver promptly and in any event within 10 3 Business Days after the formation or acquisition of such Subsidiary a Pledge Amendment or other comparable document (as defined in the applicable Security Documents)Agreement, together with (A) if applicable, certificates evidencing all of the Equity Interests Capital Stock of such Subsidiary, (B) if applicable, undated stock powers or other appropriate instruments of assignment executed in blank with signature guaranteed, (C) such opinions opinion of counsel and such approving certificate of such Subsidiary as the Collateral Agent may reasonably request in respect of complying with any legend on any such certificate or any other matter relating to such shares and (D) such other agreements, instruments, approvals approvals, legal opinions or other documents reasonably requested by the Collateral Agent. (iii) Notwithstanding the foregoing, no CFC of a Loan Party shall be required to become a Loan Party hereunder (and, as such, shall not be required to deliver the documents required by clause (i) above) and no Equity Interests of such CFC shall be required to be pledged or otherwise subject to a Lien under the Loan Documents if in any such case (x) adverse tax consequences could reasonably be expected to result therefrom or (y) such guarantee is prohibited by any Requirement of Law; provided, however, that if the Equity Interests of such CFC are owned by a Loan Party, such Loan Party shall deliver, all such documents, instruments, agreements (excluding any pledge agreement or other security document governed by the laws of any jurisdiction other than a jurisdiction of the United States), and certificates described in clause (ii) above to the Collateral Agent, and take all actions reasonably requested by the Collateral Agent or otherwise necessary to grant and to perfect a first-priority Lien (subject to Permitted Liens) in favor of the Collateral Agent, for the benefit of the Agents and the Lenders, in sixty five percent (65%) of the voting Equity Interests of such CFC and one hundred percent (100%) of all other Equity Interests of such CFC owned by such Loan Party.

Additional Guaranties and Collateral Security. Cause: (i) If requested by --------------------------------------------- the Agent, cause each non-debtor Restricted Subsidiary (other than any Excluded Subsidiary) of any Loan Party that is not in existence a Guarantor on the Effective Date, other than (i) Xxxxxxxx of America, Inc., Lernout & Hauspie, LLC and Omnivoice Technologies, Inc., (ii) Restricted Subsidiaries not organized under the laws of the United States or any state thereof and (iii) Restricted Subsidiaries that do not own assets with a book value in excess of $250,000 for any such individual Restricted Subsidiary or $1,000,000 for all such Restricted Subsidiaries, to execute and deliver to the Collateral Agent promptly and in any event within 10 Business Days after the formation, acquisition or change in status thereof, thereof (A) a Joinder Agreement, pursuant to which such Subsidiary shall be made a party to this Agreement as a Guarantor or a Borrower, as applicable (provided that Guaranty guaranteeing the Accounts Receivable or Inventory of any new Borrower shall not be included in the Borrowing Base until the applicable conditions set forth in the definitions of Eligible Accounts Receivable and Eligible Inventory are satisfied)Obligations, (B) a supplement to the Security Agreement, (C) if such Restricted Subsidiary has any Subsidiaries, a Pledge Agreement together with (x) certificates evidencing all of the Capital Stock of any Person owned by such Restricted Subsidiary and (y) undated stock powers executed in blank with signature guaranteed, (D) one or more Mortgages creating on the all real property of such Restricted Subsidiary owned in fee, a perfected, first priority Lien on such real property property, subject to any Permitted Priority Liens, each in form and substance satisfactory to the extent required by Section 7.01(o)Agent, together with such other agreements, instruments and documents as the Agent may require, and such other Real Property Deliverables as may be required by the Collateral Agent and (DE) such other agreements, instruments, approvals or other documents reasonably requested by the Collateral Agent in order to create, perfect, establish the first priority of or otherwise protect any Lien purported to be covered by any such Security Documents Agreement, Pledge Agreement or Mortgage (subject to any Permitted Priority Liens) or otherwise to effect the intent that such Restricted Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that substantially all property and assets of such Restricted Subsidiary shall become Collateral for the Obligations in a manner consistent with the assets of the other corresponding Loan Parties that constitute Collateral; and (ii) each owner of the Equity Interests of any such Subsidiary to execute and deliver promptly and in any event within 10 Business Days after the formation or acquisition of such Subsidiary a Pledge Amendment or other comparable document (as defined in the applicable Security Documents), together with (A) if applicable, certificates evidencing all of the Equity Interests of such Subsidiary, (B) if applicable, undated stock powers or other appropriate instruments of assignment executed in blank with signature guaranteed, (C) such opinions of counsel as the Collateral Agent may reasonably request and (D) such other agreements, instruments, approvals or other documents reasonably requested by the Collateral AgentObligations. (iii) Notwithstanding the foregoing, no CFC of a Loan Party shall be required to become a Loan Party hereunder (and, as such, shall not be required to deliver the documents required by clause (i) above) and no Equity Interests of such CFC shall be required to be pledged or otherwise subject to a Lien under the Loan Documents if in any such case (x) adverse tax consequences could reasonably be expected to result therefrom or (y) such guarantee is prohibited by any Requirement of Law; provided, however, that if the Equity Interests of such CFC are owned by a Loan Party, such Loan Party shall deliver, all such documents, instruments, agreements (excluding any pledge agreement or other security document governed by the laws of any jurisdiction other than a jurisdiction of the United States), and certificates described in clause (ii) above to the Collateral Agent, and take all actions reasonably requested by the Collateral Agent or otherwise necessary to grant and to perfect a first-priority Lien (subject to Permitted Liens) in favor of the Collateral Agent, for the benefit of the Agents and the Lenders, in sixty five percent (65%) of the voting Equity Interests of such CFC and one hundred percent (100%) of all other Equity Interests of such CFC owned by such Loan Party.

Additional Guaranties and Collateral Security. Cause: (i) Cause each domestic Subsidiary (other than any Excluded Subsidiary) of any Loan Party that which either (x) is not in existence on the Effective Date or (y) is in existence on the Effective Date, is designated at such time as an Excluded Subsidiary and ceases at any time thereafter to be an Excluded Subsidiary, to execute and deliver to the Collateral Agent promptly and in any event within 10 Business Days three days after the formation, acquisition or change in status thereof, thereof and in form and substance satisfactory to the Collateral Agent (A) a Joinder Agreement, pursuant to which such Subsidiary shall be made a party to this Agreement as a Guarantor or a Borrower, as applicable (provided that Guaranty guaranteeing the Accounts Receivable or Inventory of any new Borrower shall not be included in the Borrowing Base until the applicable conditions set forth in the definitions of Eligible Accounts Receivable and Eligible Inventory are satisfied)Obligations, (B) a supplement to the Security Agreement, (C) if such Subsidiary owns or leases any real property such that a Mortgage would be required to be delivered for such property under Section 7.01(o), (x) promptly deliver a notice to the Collateral Agent setting forth with specificity a description of such real property, the location of such real property, any structures or improvements thereon and either an appraisal or the Parent's good-faith estimate of the current value of such real property, and (y) if requested by the Collateral Agent, promptly execute and deliver one or more Mortgages creating on the such real property of such Subsidiary a perfected, first priority Lien on such real property to property, and, if the extent same would be required by under Section 7.01(o), a Title Insurance Policy covering such real property, a current ALTA survey thereof and a surveyor's certificate, each in form and substance satisfactory to the Collateral Agent, together with such other Real Property Deliverables agreements, instruments and documents as may be required by the Collateral Agent may require whether comparable to the documents required under Section 7.01(o) or otherwise, and (D) such other agreements, instruments, approvals approvals, legal opinions or other documents reasonably requested by the Collateral Agent in order to create, perfect, establish the first priority of or otherwise protect any Lien purported to be covered by any such Security Documents Agreement or Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of such Subsidiary shall become Collateral for the Obligations in a manner consistent with the assets of the other corresponding Loan Parties that constitute Collateral; andObligations. (ii) each owner If the value of the Equity Interests of any such Subsidiary to execute and deliver promptly and in any event within 10 Business Days after Inventory owned by the formation or acquisition of such Subsidiary a Pledge Amendment or other comparable document (as defined Borrowers in the applicable Security Documents)State of Texas as of January 1, together with (A) if applicable2001 exceeds $500,000 in the aggregate, certificates evidencing all deliver to the Lenders the legal opinion of Texas local counsel to the Equity Interests Loan Parties, substantially in the form of Exhibit J-2 and as to such Subsidiary, (B) if applicable, undated stock powers or other appropriate instruments of assignment executed in blank with signature guaranteed, (C) such opinions of counsel matters as the Collateral Agent may reasonably request and (D) such other agreements, instruments, approvals or other documents reasonably requested by the Collateral Agentrequest. (iii) Notwithstanding the foregoing, no CFC of a Loan Party shall be required to become a Loan Party hereunder (and, as such, shall If Funding Corp. has not be required to deliver the documents required by clause (i) above) and no Equity Interests of such CFC shall be required to be pledged or otherwise subject to a Lien under the Loan Documents if in any such case (x) adverse tax consequences could reasonably be expected to result therefrom or (y) such guarantee is prohibited by any Requirement of Law; provided, however, that if the Equity Interests of such CFC are owned by a Loan Party, such Loan Party shall deliver, all such documents, instruments, agreements (excluding any pledge agreement or other security document governed by the laws of any jurisdiction other than a jurisdiction been dissolved within 30 days of the United States)Effective Date, and certificates described in clause (ii) above deliver to the Collateral Agent, Agent a Security Agreement and take all actions reasonably requested by such UCC-1 Financing Statements as the Collateral Agent or otherwise necessary may require, in each case in form and substance satisfactory to grant and to perfect a first-priority Lien (subject to Permitted Liens) in favor of the Collateral Agent, for the benefit of the Agents Agent and the Lenders, in sixty five percent (65%) of the voting Equity Interests of such CFC and one hundred percent (100%) of all other Equity Interests of such CFC owned duly executed by such Loan Party.Funding Corp.

Additional Guaranties and Collateral Security. Cause: (i) each Subsidiary (other than any Excluded Subsidiary) of any Loan Party that is (other than an Excluded Subsidiary) not in existence on the Effective DateDate (a “New Subsidiary”), to execute and deliver to the Collateral Administrative Agent promptly and in any event within 10 Business Days forty-five (45) days after the formation, acquisition or change in status thereofthereof (except with respect to clause (C) below, which the Loan Parties shall have sixty (60) days to comply with, provided that the Loan Parties shall deliver the items required by clause (C) below in accordance with Section 7.01(o)), (A) a Joinder Agreement, pursuant to which such Subsidiary shall be made a party to this Agreement as a Guarantor Borrower or a Borrower, as applicable (provided that the Accounts Receivable or Inventory of any new Borrower shall not be included in the Borrowing Base until the applicable conditions set forth in the definitions of Eligible Accounts Receivable and Eligible Inventory are satisfied), Guarantor, (B) a supplement to the Security Agreement, together with (1) certificates (if any) evidencing all of the Equity Interests of such Domestic Subsidiaries owned by such New Subsidiary, (2) undated stock powers executed in blank and (3) such opinions of counsel and such approving certificate of such Subsidiaries as the Administrative Agent or the Required Lenders may reasonably request in respect of complying with any legend on any such certificate or any other matter relating to such shares, (C) if such New Subsidiary has a fee interest in any real property that would constitute After Acquired Property with a Current Value in excess of $500,000 if it were acquired by a Loan Party, if requested by the Administrative Agent or the Required Lenders, one or more Mortgages creating on the such real property of such Subsidiary a perfected, first priority Lien on such real property property, a Title Insurance Policy covering such real property, a current ALTA survey thereof and a surveyor’s certificate, each in form and substance reasonably satisfactory to the extent required by Required Lenders, together with such other agreements, instruments and documents as the Collateral Agent or the Required Lenders may require under Section 7.01(o), and such other Real Property Deliverables as may be required by the Collateral Agent and , (D) such other agreements, instruments, approvals or other documents reasonably requested by the Collateral Agent or the Required Lenders in order to create, perfect, establish the first priority of or otherwise protect any Lien purported to be covered by any such Security Documents Agreement or Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets (other than Excluded Assets (as defined in the Security Agreement)) of such New Subsidiary shall become Collateral for the Obligations in a manner consistent with the assets of the other corresponding Loan Parties that constitute CollateralObligations; and (ii) each Loan Party that is an owner of the Equity Interests of any such New Subsidiary to execute and deliver promptly and in any event within 10 fifteen (15) Business Days after the formation or acquisition of such New Subsidiary a Pledge Amendment or other comparable document (as defined in the applicable Security DocumentsAgreement), together with (A) certificates (if applicable, certificates any) evidencing all of the Equity Interests of such Subsidiary, (B) if applicable, undated stock powers or other appropriate instruments of assignment executed in blank with signature guaranteedblank, (C) such opinions of counsel and such approving certificate of such New Subsidiary as the Collateral Agent or the Required Lenders may reasonably request in respect of complying with any legend on any such certificate or any other matter relating to such shares and (D) such other agreements, instruments, approvals approvals, legal opinions, or other documents reasonably requested by the Collateral Agent. . Notwithstanding anything to the contrary in the Loan Documents, in no event shall (iiia) Notwithstanding the foregoing, no CFC of a Loan Party shall any Excluded Subsidiary be required to become a Borrower or Guarantor or (b) any Loan Party hereunder (and, as such, shall not be required to deliver the documents required by clause pledge (i) above) and no any Equity Interests of such CFC shall be required to be pledged or otherwise subject to a Lien under the Loan Documents if in any such case (x) adverse tax consequences could reasonably be expected to result therefrom Immaterial Subsidiary or (yii) such guarantee is prohibited by any Requirement more than 65% of Law; provided, however, that if the voting (and 100% of the non-voting) Equity Interests of such CFC are owned by a Loan Party, such Loan Party shall deliver, all such documents, instruments, agreements (excluding any pledge agreement or other security document governed by the laws of any jurisdiction other than a jurisdiction of the United States), and certificates described in clause (ii) above to the Collateral Agent, and take all actions reasonably requested by the Collateral Agent or otherwise necessary to grant and to perfect a first-priority Lien (subject to Permitted Liens) in favor of the Collateral Agent, for the benefit of the Agents and the LendersForeign Subsidiary, in sixty five percent (65%) of the voting Equity Interests of each case, so long as such CFC and one hundred percent (100%) of all other Equity Interests of such CFC owned by such Loan PartySubsidiary remains an “Immaterial Subsidiary” or a “Foreign Subsidiary” as defined herein.

Additional Guaranties and Collateral Security. Cause: (i) each Subsidiary (other than any Excluded Subsidiary) of any Loan Party that is not in existence on the Effective DateDate (other than the China JV), to execute and deliver to the Collateral Agent promptly and in any event within 10 3 Business Days after the formation, acquisition or change in status thereof, thereof (A) a Joinder Agreement, pursuant to which such Subsidiary shall be made a party to this Agreement as a Guarantor or a Borrower, as applicable (provided that Guaranty guaranteeing the Accounts Receivable or Inventory of any new Borrower shall not be included in the Borrowing Base until the applicable conditions set forth in the definitions of Eligible Accounts Receivable and Eligible Inventory are satisfied)Obligations, (B) a supplement to the Security Agreement, (C) if such Subsidiary has any Subsidiaries, a Pledge Agreement together with (x) certificates evidencing all of the Capital Stock of any Person owned by such Subsidiary (other than a Foreign Subsidiary) and, in the case of a Foreign Subsidiary, all of the non- voting Capital Stock and 65% of the voting Capital Stock of such Foreign Subsidiary, (y) undated stock powers executed in blank with signature guaranteed, and (z) such opinion of counsel and such approving certificate of such Subsidiary as the Collateral Agent may reasonably request in respect of complying with any legend on any such certificate or any other matter relating to such shares, (D) if reasonably requested by the Collateral Agent, one or more Mortgages creating on the real property of such Subsidiary a perfected, first priority Lien on such real property property, a Title Insurance Policy covering such real property, a current ALTA survey thereof and a surveyor's certificate, each in form and substance reasonably satisfactory to the extent required by Section 7.01(o)Collateral Agent, and together with such other Real Property Deliverables agreements, instruments and documents as may be required by the Collateral Agent may require whether comparable to the documents required under Section 7.01(n) or otherwise, and (DE) such other agreements, instruments, approvals approvals, legal opinions or other documents reasonably requested by the Collateral Agent in order to create, perfect, establish the first priority of or otherwise protect any Lien purported to be covered by any such Security Documents Agreement, Pledge Agreement or Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of such Subsidiary shall become Collateral for the Obligations; provided, however, that in no event shall any Foreign Subsidiary be required to guaranty the Obligations or grant a Lien on any of its assets to secure the Obligations if sucx xxxxxxxx xr Lien shall result in a manner consistent with the assets "deemed dividend" to any of the other corresponding Loan Parties that constitute CollateralParties; and (ii) each owner of the Equity Interests Capital Stock of any such Subsidiary (other than the China JV) to execute and deliver promptly and in any event within 10 3 Business Days after the formation or acquisition of such Subsidiary a Pledge Amendment or other comparable document (as defined in the applicable Security Documents)Agreement, together with (A) if applicablecertificates evidencing, certificates evidencing (x) in the case such Subsidiary is a Domestic Subsidiary, all of the Equity Interests Capital Stock of such Subsidiary, and (y) in the case such Subsidiary is a directly owned Foreign Subsidiary, all of the non-voting Capital Stock and 65% of the voting Capital Stock of such Subsidiary, (B) if applicable, undated stock powers or other appropriate instruments of assignment executed in blank with signature guaranteed, (C) such opinions opinion of counsel and such approving certificate of such Subsidiary as the Collateral Agent may reasonably request in respect of complying with any legend on any such certificate or any other matter relating to such shares and (D) such other agreements, instruments, approvals approvals, legal opinions or other documents reasonably requested by the Collateral Agent. (iii) Notwithstanding the foregoing, no CFC of a Loan Party shall be required to become a Loan Party hereunder (and, as such, shall not be required to deliver the documents required by clause (i) above) and no Equity Interests of such CFC shall be required to be pledged or otherwise subject to a Lien under the Loan Documents if in any such case (x) adverse tax consequences could reasonably be expected to result therefrom or (y) such guarantee is prohibited by any Requirement of Law; provided, however, that if the Equity Interests of such CFC are owned by a Loan Party, such Loan Party shall deliver, all such documents, instruments, agreements (excluding any pledge agreement or other security document governed by the laws of any jurisdiction other than a jurisdiction of the United States), and certificates described in clause (ii) above to the Collateral Agent, and take all actions reasonably requested by the Collateral Agent or otherwise necessary to grant and to perfect a first-priority Lien (subject to Permitted Liens) in favor of the Collateral Agent, for the benefit of the Agents and the Lenders, in sixty five percent (65%) of the voting Equity Interests of such CFC and one hundred percent (100%) of all other Equity Interests of such CFC owned by such Loan Party.

Additional Guaranties and Collateral Security. Cause: (i) each Subsidiary (other than any Excluded Subsidiary) of any Loan Party that is not in existence on the Effective Date, to execute and deliver to the Collateral Agent promptly and in any event within 10 5 Business Days after the formationformation or acquisition thereof, acquisition or change in status thereofthe case of MFA, within 5 Business Days after the occurrence of a MFA Triggering Event, (A) a Joinder Agreement, pursuant to which such Subsidiary shall be made a party to this Agreement as a Guarantor or a Borrower, as applicable (provided that Guaranty guaranteeing the Accounts Receivable or Inventory of any new Borrower shall not be included in the Borrowing Base until the applicable conditions set forth in the definitions of Eligible Accounts Receivable and Eligible Inventory are satisfied)Obligations, (B) a supplement to the Security Agreement, (C) if such Subsidiary has any Subsidiaries, a Pledge Agreement together with (x) certificates evidencing all of the Capital Stock of any Person owned by such Subsidiary, (y) undated stock powers executed in blank with signature guaranteed, and (z) such opinion of counsel and such approving certificate of such Subsidiary as the Collateral Agent may reasonably request in respect of complying with any legend on any such certificate or any other matter relating to such shares, (D) if the Subsidiary owns real property that would constitute After Acquired Property if it were acquired by a Loan Party, one or more Mortgages mortgages creating on the real property of such Subsidiary a perfected, first priority Lien (subject to Permitted Liens) on such real property property, a title insurance policy covering such real property, a current ALTA survey thereof and a surveyor’s certificate, each in form and substance satisfactory to the extent required by Section 7.01(o)Collateral Agent, and together with such other Real Property Deliverables agreements, instruments and documents as may be required by the Collateral Agent may require, and (DE) such other agreements, instruments, approvals approvals, legal opinions or other documents reasonably requested by the Collateral Agent in order to create, perfect, establish the first priority (subject to Permitted Liens) of or otherwise protect any Lien purported to be covered by any such Security Documents Agreement, Pledge Agreement, or Mortgage, or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of such Subsidiary shall become Collateral for the Obligations in a manner consistent with the assets of the other corresponding Loan Parties that constitute CollateralObligations; and (ii) each owner of the Equity Interests Capital Stock of any such Subsidiary to execute and deliver promptly and in any event within 10 5 Business Days after the formation or acquisition of such Subsidiary Subsidiary, or in the case of MFA, within 5 Business Days after the occurrence of a MFA Triggering Event, a Pledge Amendment or other comparable document (as defined in the applicable Security Documents)Agreement, together with (A) if applicable, certificates evidencing all of the Equity Interests Capital Stock of such Subsidiary, (B) if applicable, undated stock powers or other appropriate instruments of assignment executed in blank with signature guaranteed, (C) such opinions opinion of counsel and such approving certificate of such Subsidiary as the Collateral Agent may reasonably request in respect of complying with any legend on any such certificate or any other matter relating to such shares and (D) such other agreements, instruments, approvals approvals, legal opinions or other documents reasonably requested by the Collateral Agent. (iii) Notwithstanding the foregoing, no CFC of a Loan Party shall be required to become a Loan Party hereunder (and, as such, shall not be required to deliver the documents required by clause (i) above) and no Equity Interests of such CFC shall be required to be pledged or otherwise subject to a Lien under the Loan Documents if in any such case (x) adverse tax consequences could reasonably be expected to result therefrom or (y) such guarantee is prohibited by any Requirement of Law; provided, however, that if the Equity Interests of such CFC are owned by a Loan Party, such Loan Party shall deliver, all such documents, instruments, agreements (excluding any pledge agreement or other security document governed by the laws of any jurisdiction other than a jurisdiction of the United States), and certificates described in clause (ii) above to the Collateral Agent, and take all actions reasonably requested by the Collateral Agent or otherwise necessary to grant and to perfect a first-priority Lien (subject to Permitted Liens) in favor of the Collateral Agent, for the benefit of the Agents and the Lenders, in sixty five percent (65%) of the voting Equity Interests of such CFC and one hundred percent (100%) of all other Equity Interests of such CFC owned by such Loan Party.

Additional Guaranties and Collateral Security. Cause: (i) on the Final Facility Effective Date, each Non-Debtor Subsidiary (other than any Excluded Subsidiary) of any Loan Party that is not in existence existing on the Final Facility Effective Date, other than (x) Subsidiaries of the Parent not organized under the laws of the United States or any state thereof and (y) Subsidiaries that do not own assets with a book value in excess of $100,000 for any such individual Subsidiary, to execute and deliver to the Collateral Agent (A) a Guaranty guaranteeing the Obligations which is limited to 95% of the net worth of such Guarantor or is otherwise acceptable to the Agent in its sole discretion, (B) a Security Agreement and (C) if such Subsidiary has any Subsidiaries, a Pledge Agreement together with (1) certificates evidencing all of the Capital Stock of any Person owned by such Subsidiary, (2) undated stock powers executed in blank with signature guaranteed, and (3) such opinion of counsel and such approving certificate of such Subsidiary as the Agent may reasonably request in respect of complying with any legend on any such certificate or any other matter relating to such shares; (ii) promptly upon any Loan Party acquiring any Non-Debtor Subsidiary, each Non-Debtor Subsidiary of any Loan Party not existing on the Final Facility Effective Date, other than (x) Subsidiaries of the Parent not organized under the laws of the United States or any state thereof and (y) Subsidiaries that do not own assets with a book value in excess of $100,000 for any such individual Subsidiary, to execute and deliver to the Agent promptly and in any event within 10 three (3) Business Days after the formation, acquisition or change in status thereof, thereof (A) a Joinder Agreement, pursuant Guaranty guaranteeing the Obligations which is limited to which 95% of the net worth of such Subsidiary shall be made a party to this Agreement as a Guarantor or a Borrower, as applicable (provided that is otherwise acceptable to the Accounts Receivable or Inventory of any new Borrower shall not be included Agent in the Borrowing Base until the applicable conditions set forth in the definitions of Eligible Accounts Receivable and Eligible Inventory are satisfied)its sole discretion, (B) a supplement Security Agreement and (C) if such Subsidiary has any Subsidiaries, a Pledge Agreement together with (1) certificates evidencing all of the Capital Stock of any Person owned by such Subsidiary, (2) undated stock powers executed in blank with signature guaranteed, and (3) such opinion of counsel and such approving certificate of such Subsidiary as the Agent may reasonably request in respect of complying with any legend on any such certificate or any other matter relating to such shares; provided, that, the Agent may at any time require from any Subsidiary which becomes a Guarantor pursuant to clause (i) or (ii) above, and the Agent shall require within 60 days after the Final Facility Effective Date with respect to the Security AgreementLoan Parties and the Property set forth on Schedule 7.01(b)(ii), some or all of the following: (CA) one or more Mortgages creating on the real property of such Subsidiary a perfected, first highest available priority Lien on such real property property, subject only to the extent required by Section 7.01(o)Permitted Liens, a Title Insurance Policy covering such real property, a 1999 ALTA/ACSM Minimum Detail Requirements for Urban Land Title Surveys, including Table A Items 1, 2, 3, 4, 5, 6, 7 and 8 and such other Real Property Deliverables standards as may be required by the Collateral Agent or title company require as a condition to the removal of any survey exceptions found on the Title Insurance Policies, certified to the Agent and the title company, survey thereof (Dexcept with respect to Time Share Interests) and a surveyor's certificate reasonably satisfactory to the Agent, each in form and substance satisfactory to the Agent, together with such other agreements, instruments and documents as the Agent may reasonably require, and (B) such other agreements, instruments, approvals approvals, legal opinions or other documents reasonably requested by the Collateral Agent in order to create, perfect, establish the first highest available priority of or otherwise protect any Lien purported to be covered by any such Security Documents Agreement, Pledge Agreement or Mortgage (subject only to any Permitted Liens) or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property Property and assets of such Subsidiary shall become Collateral for the Obligations in a manner consistent with the assets of the other corresponding Loan Parties that constitute CollateralObligations; and (iiiii) each owner of the Equity Interests of any such Subsidiary to execute and deliver promptly and in any event within 10 Business Days days after the formation or acquisition of such Subsidiary a Pledge Amendment or other comparable document (as defined in Final Facility Effective Date, the applicable Security Documents), together with (A) if applicable, certificates evidencing all of Agent shall have received evidence satisfactory to it that the Equity Interests of such Subsidiary, (B) if applicable, undated stock powers Borrowers have used their commercially reasonable efforts to file the Final Bankruptcy Order or other appropriate instruments of assignment executed notice in blank with signature guaranteed, (C) such opinions of counsel as the Collateral Agent may reasonably request and (D) such other agreements, instruments, approvals or other documents reasonably requested by the Collateral Agent. (iii) Notwithstanding the foregoing, no CFC of a Loan Party shall be required to become a Loan Party hereunder (and, as such, shall not be required to deliver the documents required by clause (i) above) and no Equity Interests of such CFC shall be required to be pledged or otherwise subject to a Lien under the Loan Documents if in any such case (x) adverse tax consequences could reasonably be expected to result therefrom or (y) such guarantee is prohibited by any Requirement of Law; provided, however, that if the Equity Interests of such CFC are owned by a Loan Party, such Loan Party shall deliver, all such documents, instruments, agreements (excluding any pledge agreement or other security document governed by the laws of any jurisdiction other than a jurisdiction of the United States), and certificates described in clause (ii) above to the Collateral Agent, and take all actions reasonably requested by the Collateral Agent or otherwise necessary to grant and to perfect a first-priority Lien (subject to Permitted Liens) in favor of the Collateral Agent, each applicable county recorder's office for the benefit of the Agents and the Lenders, in sixty five percent (65%) of the voting Equity Interests of such CFC and one hundred percent (100%) of all other Equity Interests of such CFC owned by such Loan Partyproperties set forth on Schedule 7.01(b)(iii).

Additional Guaranties and Collateral Security. Cause: (i) each Subsidiary (other than any Excluded Subsidiary) of any Loan Party that is not in existence on the Interim Facility Effective Date, to execute and deliver to the Collateral Agent Agents promptly and in any event within 10 Business Days after the formation, formation or acquisition or change in status thereof, thereof (A) a Joinder Agreement, pursuant to which such Subsidiary shall be made a party to this Agreement as a Guarantor or a Borrower, as applicable (provided that Guaranty guaranteeing the Accounts Receivable or Inventory of any new Borrower shall not be included in the Borrowing Base until the applicable conditions set forth in the definitions of Eligible Accounts Receivable and Eligible Inventory are satisfied)Obligations, (B) a supplement security agreement in form and substance satisfactory to the Security AgreementAgents, if required by the Agents, (C) if such Subsidiary has any Subsidiaries, a Pledge Agreement, if required by the Agents, together with (x) certificates evidencing all of the Capital Stock of any Person directly owned by such Subsidiary, (y) undated stock powers executed in blank with signature guaranteed, and (z) such opinion of counsel and such approving certificate of such Subsidiary as the Agents may reasonably request in respect of complying with any legend on any such certificate or any other matter relating to such shares, (D) one or more Mortgages creating on the real property of such Subsidiary a perfected, first priority Lien (except as to priority solely in respect of any Permitted Priority Lien) on such real property property, a Title Insurance Policy covering such real property, a current ALTA survey thereof and a surveyor's certificate, each in form and substance satisfactory to the extent Agents, together with such other agreements, instruments and documents as the Agents may require whether comparable to the documents required by under Section 7.01(o)8.01(m) or otherwise, and such other Real Property Deliverables as may be required by the Collateral Agent and (DE) such other agreements, instruments, approvals approvals, legal opinions or other documents reasonably requested by the Collateral Agent Agents in order to create, perfect, establish the first priority of or otherwise protect any Lien purported to be covered by any such Security Documents security agreement, pledge agreement, or Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of such Subsidiary shall become Collateral for the Obligations in a manner consistent with the assets of the other corresponding Loan Parties that constitute CollateralObligations; and (ii) each owner of the Equity Interests Capital Stock of any such Subsidiary to execute and deliver promptly and in any event within 10 Business Days after the formation or acquisition of such Subsidiary a Pledge Amendment or other comparable document (as defined in the applicable Security Documents)Agreement, together with (A) if applicablecertificates evidencing, certificates evidencing all of the Equity Interests Capital Stock of such Subsidiary, (B) if applicable, undated stock powers or other appropriate instruments of assignment executed in blank with signature guaranteed, (C) such opinions opinion of counsel and such approving certificate of such Subsidiary as the Collateral Agent Agents may reasonably request in respect of complying with any legend on any such certificate or any other matter relating to such shares and (D) such other agreements, instruments, approvals approvals, legal opinions or other documents reasonably requested by the Collateral AgentAgents. (iii) Notwithstanding the foregoing, no CFC of a Loan Party shall be required to become a Loan Party hereunder (and, as such, shall not be required to deliver the documents required by clause (i) above) and no Equity Interests of such CFC shall be required to be pledged or otherwise subject to a Lien under the Loan Documents if in any such case (x) adverse tax consequences could reasonably be expected to result therefrom or (y) such guarantee is prohibited by any Requirement of Law; provided, however, that if the Equity Interests of such CFC are owned by a Loan Party, such Loan Party shall deliver, all such documents, instruments, agreements (excluding any pledge agreement or other security document governed by the laws of any jurisdiction other than a jurisdiction of the United States), and certificates described in clause (ii) above to the Collateral Agent, and take all actions reasonably requested by the Collateral Agent or otherwise necessary to grant and to perfect a first-priority Lien (subject to Permitted Liens) in favor of the Collateral Agent, for the benefit of the Agents and the Lenders, in sixty five percent (65%) of the voting Equity Interests of such CFC and one hundred percent (100%) of all other Equity Interests of such CFC owned by such Loan Party.

Additional Guaranties and Collateral Security. Cause: (i) Cause each direct wholly-owned Subsidiary (other than any Excluded SubsidiarySubsidiaries) of the Parent or any Loan Party that is not in existence on the Effective Date, and each Subsidiary of the Parent or any Loan Party which is an Excluded Subsidiary on the Effective Date or upon formation or acquisition but later ceases to be an Excluded Subsidiary, to execute and deliver to the Collateral Agent promptly and in any event within 10 Business Days after the formation, acquisition or change in status thereof, thereof (A) a Joinder Guaranty or an Accession Agreement, pursuant to which such Subsidiary shall be made a party to this Agreement as a Guarantor or a Borrower, as applicable (provided that the Accounts Receivable or Inventory of any new Borrower shall not be included in the Borrowing Base until the applicable conditions set forth in the definitions of Eligible Accounts Receivable and Eligible Inventory are satisfied), (B) within 10 Business Days, a supplement to Security Agreement or a Deed of Accession (as defined in the Security Agreement), (C) if applicable, within 60 days, one or more Mortgages creating on the real or heritable property of such Subsidiary a perfected, first priority Lien on such real or heritable property and a surveyor's certificate, each in form and substance satisfactory to the extent required by Section 7.01(o)Collateral Agent, and together with such other Real Property Deliverables agreements, instruments and documents as may be required by the Collateral Agent may require whether comparable to the documents required under Section 7.01(o) or otherwise, and (D) as promptly as practicable, such other agreements, instruments, approvals approvals, legal opinions or other documents reasonably requested by the Collateral Agent Agent, in order to create, perfect, establish the first priority of or otherwise protect any Lien purported to be covered by any such Security Documents Agreement or Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of such Subsidiary shall become Collateral for the Obligations Obligations. Notwithstanding anything to the contrary contained in a manner consistent this Section 7.01(b), the Parent's and each Loan Party's obligations under this Section 7.01(b) shall be subject to compliance with the assets all applicable law, including without limitation, receipt of any required exchange control approvals necessary for any of the other corresponding actions described above, provided that the Parent and the Loan Parties that constitute Collateral; and (ii) each owner of the Equity Interests of shall use best efforts to comply with such laws, including, without limitation, obtaining any such Subsidiary to execute and deliver promptly and in any event within 10 Business Days after exchange control approvals. Without limiting the formation or acquisition generality of such Subsidiary a Pledge Amendment or other comparable document (as defined in the applicable Security Documents), together with (A) if applicable, certificates evidencing all of the Equity Interests of such Subsidiary, (B) if applicable, undated stock powers or other appropriate instruments of assignment executed in blank with signature guaranteed, (C) such opinions of counsel as the Collateral Agent may reasonably request and (D) such other agreements, instruments, approvals or other documents reasonably requested by the Collateral Agent. (iii) Notwithstanding the foregoing, no CFC the obligations of the Parent and the Loan Parties under this Section 7.01(b) with respect to a Subsidiary of the Parent or a Loan Party that is organized under the laws of South Africa shall be required to become a Loan Party hereunder (and, as such, shall not be required to deliver the documents required by clause (i) above) and no Equity Interests of such CFC shall be required to be pledged or otherwise subject to a Lien under receipt of the Loan Documents if in any such case (x) adverse tax consequences could reasonably be expected to result therefrom or (y) such guarantee is prohibited by any Requirement of LawSouth Africa Exchange Control Approval; provided, however, provided that if the Equity Interests of such CFC are owned by a Loan PartyParent, such Loan Party and such Subsidiary shall deliver, all such documents, instruments, agreements (excluding any pledge agreement or other security document governed by use best efforts to obtain the laws of any jurisdiction other than a jurisdiction of the United States), and certificates described in clause (ii) above to the Collateral Agent, and take all actions reasonably requested by the Collateral Agent or otherwise necessary to grant and to perfect a first-priority Lien (subject to Permitted Liens) in favor of the Collateral Agent, for the benefit of the Agents and the Lenders, in sixty five percent (65%) of the voting Equity Interests of such CFC and one hundred percent (100%) of all other Equity Interests of such CFC owned by such Loan PartySouth Africa Exchange Control Approval.

Additional Guaranties and Collateral Security. Cause: (i) each Subsidiary (other than any Excluded Subsidiary) of any Loan Party that is not in existence on formed or acquired after the Effective Date, date hereof (a “New Subsidiary”) to execute and deliver to the Collateral Agent promptly and in any event within 10 Business Days 20 days (or such longer period (which longer period shall not exceed 15 days) as the Collateral Agent is willing, in its Permitted Discretion, to accommodate from time to time) after the formation, formation or acquisition or change in status thereof, thereof (A) a Joinder Agreement, pursuant to which such Subsidiary shall be made a party to this Agreement as a Guarantor or a Borrower, as applicable (provided that Guaranty guaranteeing the Accounts Receivable or Inventory of any new Borrower shall not be included in the Borrowing Base until the applicable conditions set forth in the definitions of Eligible Accounts Receivable and Eligible Inventory are satisfied)Obligations, (B) a supplement to the Security Agreement, together with (x) if such New Subsidiary has any Domestic Subsidiaries, (I) certificates (if any) evidencing all of the Capital Stock of such Subsidiaries owned by such New Subsidiary, (II) undated stock powers executed in blank, and (III) such opinions of counsel and such approving certificate of such Subsidiary as either Agent may reasonably request in respect of complying with any legend on any such certificate or any other matter relating to such shares, and (y) if such New Subsidiary has any first-tier Subsidiaries that are CFCs, (I) certificates (if any) evidencing all (or, 65% of the outstanding voting Capital Stock of such Subsidiary if pledging or hypothecating more than 65% of the total outstanding voting Capital Stock of such Subsidiary reasonably could be expected to result in material adverse tax consequences as determined by the Agents in consultation with the Loan Parties) of the outstanding voting Capital Stock of such Subsidiaries, (II) undated stock powers executed in blank with signature guaranteed, and (III) such opinions of counsel and such approving certificate of such Subsidiary as either Agent may reasonably request in respect of complying with any legend on any such certificate or any other matter relating to such shares, (C) if such New Subsidiary has a fee interest in any real property that would constitute After Acquired Real Property if it were acquired by a Loan Party, one or more Mortgages creating on the such real property of such Subsidiary a perfected, first priority Lien on such real property, a Title Insurance Policy covering such real property, a current ALTA survey of such real property and a surveyor’s certificate, a Phase I Environmental Site Assessment with respect to the extent required by Section 7.01(o)such real property, and such other Real Property Deliverables as may be required by certified to the Collateral Agent by a company reasonably satisfactory to the Collateral Agent, each in form and substance reasonably satisfactory to the Agents, together with such other agreements, instruments and documents as the either Agent may reasonably require whether comparable to the documents required under Section 7.01(o) or otherwise; provided that the Agents shall not require a Mortgage and other documents for any parcel of real property if the mortgage recording tax associated therewith is material (in the reasonable judgment of the Agents) in relation to the Current Value of such real property, and (D) such other agreements, instruments, approvals approvals, legal opinions, or other documents reasonably requested by the Collateral either Agent in order to create, perfect, establish the first priority of or otherwise protect any Lien purported to be covered by any such Security Documents Agreement or Mortgage, or otherwise to effect the intent that such New Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of such New Subsidiary shall become Collateral for the Obligations Obligations; provided that the foregoing Guaranty and Security Agreement shall not be required to be provided to the Collateral Agent (1) with respect to any New Subsidiary of a Loan Party that is an Insignificant Subsidiary at the time of formation or acquisition thereof (provided that if, on any date, such New Subsidiary becomes a Non-Insignificant Subsidiary, such New Subsidiary shall execute and deliver to the Collateral Agent such Guaranty and Security Agreement, together with any other documents required under this Section 7.01(b)(i), within 20 days of such date), or (2) with respect to any New Subsidiary of a Loan Party that is a CFC if providing such documents would result in a manner consistent material adverse tax consequences as determined by the Agents in consultation with the assets of the other corresponding Loan Parties that constitute CollateralParties; and (ii) each Loan Party that is the owner of the Equity Interests Capital Stock of any such New Subsidiary to execute and deliver promptly and in any event within 10 Business Days 20 days (or such longer period (which longer period shall not exceed 15 days) as the Collateral Agent is willing, in its Permitted Discretion, to accommodate from time to time) after the formation or acquisition of such New Subsidiary a Pledge Amendment or other comparable document joinder to the Security Agreement (as defined in the applicable Security Documentsif it is not already a party thereto), together with (A) if applicablesuch New Subsidiary is not a CFC or is a CFC and the pledge of 100% of the voting Capital Stock of such CFC would not result in material adverse tax consequences as determined by the Agents in consultation with the Loan Parties, (w) certificates (if any) evidencing all of the Equity Interests Capital Stock of such New Subsidiary, (Bx) if applicable, undated stock powers or other appropriate instruments of or assignment executed in blank with signature guaranteed, (Cy) such opinions of counsel and such approving certificate of such New Subsidiary as the Collateral Agent Agents may reasonably request in respect of complying with any legend on any such certificate or any other matter relating to such shares, and (Dz) such other agreements, instruments, approvals approvals, legal opinions, or other documents, or (B) if such New Subsidiary is a CFC and the granting of a pledge of more than 65% of the voting Capital Stock of such CFC would result in material adverse tax consequences as determined by the Agents in consultation with the Loan Parties, (w) certificates (if any) evidencing 65% of the outstanding voting Capital Stock of such New Subsidiary, (x) undated stock powers or other appropriate instruments or assignment executed in blank with signature guarantee, (y) such opinions of counsel and such approving certificate of such New Subsidiary as the Agents may reasonably request in respect of complying with any legend on any such certificate or any other matter relating to such shares, and (z) such other agreements, instruments, approvals, legal opinions, or other documents reasonably requested by either Agent; provided that delivery of the Collateral Agent. (iii) Notwithstanding the foregoing, no CFC foregoing items shall not be required with respect to any New Subsidiary of a Loan Party that is an Insignificant Subsidiary at the time of formation or acquisition thereof (provided that if, on any date, such New Subsidiary becomes a Non-Insignificant Subsidiary, the items required under this Section 7.01(b)(ii) shall be required to become a Loan Party hereunder (and, as such, shall not be required to deliver the documents required by clause (i) above) and no Equity Interests of such CFC shall be required to be pledged or otherwise subject to a Lien under the Loan Documents if in any such case (x) adverse tax consequences could reasonably be expected to result therefrom or (y) such guarantee is prohibited by any Requirement of Law; provided, however, that if the Equity Interests of such CFC are owned by a Loan Party, such Loan Party shall deliver, all such documents, instruments, agreements (excluding any pledge agreement or other security document governed by the laws of any jurisdiction other than a jurisdiction of the United States), and certificates described in clause (ii) above delivered to the Collateral Agent, and take all actions reasonably requested by the Collateral Agent or otherwise necessary to grant and to perfect a first-priority Lien (subject to Permitted Liens) in favor of the Collateral Agent, for the benefit of the Agents and the Lenders, in sixty five percent (65%) of the voting Equity Interests within 20 days of such CFC and one hundred percent (100%) of all other Equity Interests of such CFC owned by such Loan Partydate).

Additional Guaranties and Collateral Security. Cause: (i) subject to applicable Gaming Laws, each Subsidiary (other than any Excluded Subsidiary) of any Loan Party that is not in existence on (the “New Subsidiary”) formed or acquired after the Effective Date, Date to execute and deliver to the Collateral Administrative Agent promptly and in any event within 10 3 Business Days after the formation, formation or acquisition or change in status thereof, thereof (A) a Joinder Agreement, pursuant to which such Subsidiary shall be made a party to this Agreement as a Guarantor or a Borrower, as applicable (provided that Guaranty guaranteeing the Accounts Receivable or Inventory of any new Borrower shall not be included in the Borrowing Base until the applicable conditions set forth in the definitions of Eligible Accounts Receivable and Eligible Inventory are satisfied)Obligations, (B) a supplement joinder to the Guarantor Security Agreement, together with (x) if such New Subsidiary has any Domestic Subsidiaries, (I) certificates (if any) evidencing all of the Capital Stock of such Subsidiary owned by such New Subsidiary, (II) undated stock powers executed in blank, and (III) such opinions of counsel and such approving certificate of such Subsidiary as Administrative Agent may reasonably request in respect of complying with any legend on any such certificate or any other matter relating to such shares, and (y) if such New Subsidiary has any first-tier Subsidiaries that are CFCs, (I) certificates (if any) evidencing all (or, 65% of the outstanding voting Capital Stock of such Subsidiary if pledging or hypothecating more than 65% of the total outstanding voting Capital Stock of such Subsidiary reasonably could be expected to result in material adverse tax consequences to the Loan Parties) of the outstanding voting Capital Stock of such Subsidiary, (II) undated stock powers executed in blank with signature guaranteed, and (III) such opinions of counsel and such approving certificate of such Subsidiary as Administrative Agent may reasonably request in respect of complying with any legend on any such certificate or any other matter relating to such shares, (C) if such New Subsidiary has a fee interest in any real property that would constitute After Acquired Property if it were acquired by a Loan Party, one or more Mortgages creating on the such real property of such Subsidiary a perfected, first priority Lien on such real property, a Title Insurance Policy covering such real property, a current ALTA survey of such real property and a surveyor’s certificate, a Phase I Environmental Site Assessment with respect to such real property, certified to Administrative Agent by a company reasonably satisfactory to Administrative Agent, each in form and substance reasonably satisfactory to Administrative Agent, together with such other agreements, instruments and documents as Administrative Agent may reasonably require whether comparable to the extent documents required by under Section 7.01(o)6.01(n) or otherwise, and such other Real Property Deliverables as may be required by the Collateral Agent and (D) such other agreements, instruments, approvals approvals, legal opinions, or other documents reasonably requested by the Collateral Administrative Agent in order to create, perfect, establish the first priority of or otherwise protect any Lien purported to be covered by any such Guarantor Security Documents Agreement or Mortgage, or otherwise to effect the intent that such New Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of such New Subsidiary shall become Collateral for the Obligations Obligations; provided that the foregoing Guaranty and Guarantor Security Agreement shall not be required to be provided to Administrative Agent with respect to any New Subsidiary of a Loan Party that is a CFC if providing such documents would result in a manner consistent with material adverse tax consequences to the assets of the other corresponding Loan Parties as determined by the Administrative Agent in its sole and absolute discretion; provided further, that constitute Collateralat any time such material adverse tax consequences to the Loan Parties cease to exist, such New Subsidiary shall execute and deliver the foregoing Guaranty, Guarantor Security Agreement and other documents to the Administrative Agent; and (ii) subject to applicable Gaming Laws, each Loan Party that is the owner of the Equity Interests Capital Stock of any such New Subsidiary to execute and deliver promptly and in any event within 10 3 Business Days after the formation or acquisition of such New Subsidiary a Pledge Amendment or other comparable document joinder to the Guarantor Security Agreement (as defined in the applicable Security Documentsif it is not already a party thereto), together with (A) if applicablesuch New Subsidiary is not a CFC or is a CFC and the pledge of 100% of the voting Capital Stock of such CFC would not result in material adverse tax consequences to the Loan Parties, (w) certificates (if any) evidencing all of the Equity Interests Capital Stock of such New Subsidiary, (Bx) if applicable, undated stock powers or other appropriate instruments of or assignment executed in blank with signature guaranteed, (Cy) such opinions of counsel and such approving certificate of such New Subsidiary as the Collateral Administrative Agent may reasonably request in respect of complying with any legend on any such certificate or any other matter relating to such shares, and (Dz) such other agreements, instruments, approvals approvals, legal opinions, or other documents, or (B) if such New Subsidiary is a CFC and the granting of a pledge of more than 65% of the voting Capital Stock of such CFC would result in material adverse tax consequences to the Loan Parties, (w) certificates (if any) evidencing 65% of the outstanding voting Capital Stock of such New Subsidiary, (x) undated stock powers or other appropriate instruments or assignment executed in blank with signature guarantee, (y) such opinions of counsel and such approving certificate of such New Subsidiary as Administrative Agent may reasonably request in respect of complying with any legend on any such certificate or any other matter relating to such shares, and (z) such other agreements, instruments, approvals, legal opinions, or other documents reasonably requested by the Collateral Administrative Agent.; and (iii) Notwithstanding the foregoing, no CFC of a each Existing Foreign Subsidiary and each Loan Party shall be required that is the owner of the Capital Stock of such Existing Foreign Subsidiary to become a Loan Party hereunder (and, as such, shall not be required to execute and deliver the documents required by clause referred to in clauses (i) aboveand (ii) and no Equity Interests of such CFC shall be required to be pledged or otherwise subject to a Lien under this Section 6.01(b) at any time the Loan Documents if execution thereof would not result in any such case (x) material adverse tax consequences could reasonably be expected to result therefrom or (y) such guarantee is prohibited the Loan Parties, as determined by any Requirement of Law; provided, however, the Administrative Agent in its sole and absolute discretion. Each Loan Party hereby further agrees that if the Equity Interests of such CFC any guaranty is hereafter given or any Liens are owned hereafter granted by a Loan Party, such Loan Party to holders of the IGT Subordinated Debt, the Administrative Agent shall deliverbe entitled to receive guaranties from the same Loan Parties and Liens on the same property, all and such documentsguaranties and Liens of the holders of the IGT Subordinated Debt shall be subject to and subordinated in accordance with the IGT Subordination Agreement. Anything to the contrary contained in the foregoing notwithstanding, instruments, agreements (excluding any the pledge agreement or other security document governed by of the laws Capital Stock of the New Subsidiary and the pledge of the Capital Stock of any jurisdiction other than a jurisdiction Subsidiary of the United States), and certificates described in clause (ii) above to the Collateral Agent, and take all actions reasonably requested by the Collateral Agent or otherwise necessary to grant and to perfect a first-priority Lien (New Subsidiary shall be subject to Permitted Liens) in favor receipt of applicable approvals from Gaming Authorities if necessary, which approvals the Collateral Agent, for the benefit of the Agents and the Lenders, in sixty five percent (65%) of the voting Equity Interests of such CFC and one hundred percent (100%) of all other Equity Interests of such CFC owned by such Loan PartyParties shall use commercially reasonable best efforts to obtain.

Additional Guaranties and Collateral Security. Cause: (i) each Subsidiary (other than any Excluded Subsidiary) of any Loan Party that is not in existence on the Interim Facility Effective Date, Date to execute and deliver to the Collateral Agent promptly and in any event within 10 5 Business Days after the formation, formation or acquisition or change in status thereof, thereof (A) a Joinder Agreement, pursuant to which such Subsidiary shall be made a party to this Agreement as a Guarantor or a Borrower, as applicable (provided that Guaranty guaranteeing the Accounts Receivable or Inventory of any new Borrower shall not be included in the Borrowing Base until the applicable conditions set forth in the definitions of Eligible Accounts Receivable and Eligible Inventory are satisfied)Obligations, (B) a supplement Security Agreement and (to the extent deemed necessary by the Agents) a Patent Security Agreement or a Trademark Security Agreement, (C) if such Subsidiary has any Subsidiaries, a Pledge Agreement together with (x) certificates evidencing all of the Capital Stock of any Person owned by such Subsidiary (or in the case of a Subsidiary formed under the laws of a jurisdiction outside of the United States of America, certificates representing 66 2/3% of such Capital Stock, but only if the laws of such jurisdiction permit the certification of Capital Stock), (y) undated stock powers executed in blank with signature guaranteed, and (z) such opinion of counsel and such approving certificate of such Subsidiary as the Agents may reasonably request in respect of complying with any legend on any such certificate or any other matter relating to such shares, (D) one or more Mortgages creating on the real property of such Subsidiary a perfected, first priority Lien on such real property property, a Title Insurance Policy covering such real property, a current ALTA survey thereof and a surveyor’s certificate, each in form and substance satisfactory to the extent Agents, together with such other agreements, instruments and documents as the Agents may require whether comparable to the documents required by under Section 7.01(o)) or otherwise, and such other Real Property Deliverables as may be required by the Collateral Agent and (DE) such other agreements, instruments, approvals approvals, legal opinions or other documents reasonably requested by the Collateral Agent Agents in order to create, perfect, establish the first priority of or otherwise protect any Lien purported to be covered by any such Security Documents Agreement, Patent Security Agreement, Trademark Security Agreement, Pledge Agreement, or Mortgage, or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of such Subsidiary shall become Collateral for the Obligations Obligations; provided that foreign Subsidiaries of the Loan Parties shall not be subject to the foregoing covenant unless the Agents, in a manner consistent with their reasonable discretion, determine that the assets of any such foreign Subsidiary are significant to the other corresponding overall business of the Loan Parties that constitute CollateralParties; and (ii) each owner of the Equity Interests Capital Stock of any such Subsidiary to execute and deliver promptly and in any event within 10 5 Business Days after the formation or acquisition of such Subsidiary a Pledge Amendment or other comparable document (as defined in the applicable Security Documents)Agreement, together with (A) if applicable, certificates evidencing all of the Equity Interests Capital Stock of such SubsidiarySubsidiary (or in the case of a Subsidiary formed under the laws of a jurisdiction outside of the United States of America, certificates representing 66 2/3% of such Capital Stock), (B) if applicable, undated stock powers or other appropriate instruments of assignment executed in blank with signature guaranteed, (C) such opinions opinion of counsel and such approving certificate of such Subsidiary as the Collateral Agent Agents may reasonably request in respect of complying with any legend on any such certificate or any other matter relating to such shares and (D) such other agreements, instruments, approvals approvals, legal opinions or other documents reasonably requested by the Collateral AgentAgents. (iii) Notwithstanding the foregoing, no CFC of a Loan Party shall be required to become a Loan Party hereunder (and, as such, shall not be required to deliver the documents required by clause (i) above) and no Equity Interests of such CFC shall be required to be pledged or otherwise subject to a Lien under the Loan Documents if in any such case (x) adverse tax consequences could reasonably be expected to result therefrom or (y) such guarantee is prohibited by any Requirement of Law; provided, however, that if the Equity Interests of such CFC are owned by a Loan Party, such Loan Party shall deliver, all such documents, instruments, agreements (excluding any pledge agreement or other security document governed by the laws of any jurisdiction other than a jurisdiction of the United States), and certificates described in clause (ii) above to the Collateral Agent, and take all actions reasonably requested by the Collateral Agent or otherwise necessary to grant and to perfect a first-priority Lien (subject to Permitted Liens) in favor of the Collateral Agent, for the benefit of the Agents and the Lenders, in sixty five percent (65%) of the voting Equity Interests of such CFC and one hundred percent (100%) of all other Equity Interests of such CFC owned by such Loan Party.

Additional Guaranties and Collateral Security. Cause: (i) each Domestic Subsidiary (other than any Excluded Subsidiary) of any Loan Party that is not in existence on the Interim Facility Effective Date, to execute and deliver to the Collateral Agent promptly and in any event within 10 Business Days (or, in the case of clause (D) below, 15 Business Days) after the formation, acquisition or change in status thereof, thereof (A) a Joinder Agreement, pursuant to which such Subsidiary shall be made a party to this Agreement as a Guarantor or a Borrower, as applicable (provided that Guaranty guaranteeing the Accounts Receivable or Inventory of any new Borrower shall not be included in the Borrowing Base until the applicable conditions set forth in the definitions of Eligible Accounts Receivable and Eligible Inventory are satisfied)Obligations, (B) a supplement to the Security Agreement, (C) if such Subsidiary has any Subsidiaries, a Pledge Agreement, together with (x) certificates, if any, evidencing all (or, in the case of a first-tier Foreign Subsidiary of such Subsidiary, 65%) (or such greater percentage that, due to a change in applicable law after the Interim Facility Effective Date, (1) could not reasonably be expected to cause the undistributed earnings of such Foreign Subsidiary as determined for United States federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary's United States parent or (2) could not reasonably be expected to cause any material adverse tax consequences) of the issued and outstanding Capital Stock entitled to vote (within the meaning of Treas. Reg. Section 1. 956-2(c)(2)) and 100% of the issued and outstanding Capital Stock not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) of -84- the Capital Stock of any Person owned by such Subsidiary, (y) undated stock powers executed in blank with signature guaranteed, and (z) such opinion of counsel and such approving certificate of such Subsidiary as the Collateral Agent may reasonably request in respect of complying with any legend on any such certificate or any other matter relating to such shares, (D) one or more Mortgages creating on the any real property of such Subsidiary with a fair market value in excess of $500,000 (which, in the case of a leasehold interest in real property, shall be on a commercially reasonable efforts basis), a perfected, first priority Lien on such real property property, a Title Insurance Policy covering such real property, a current ALTA survey thereof and a surveyor's certificate, each in form and substance satisfactory to the extent required by Section 7.01(o)Collateral Agent, and together with such other Real Property Deliverables agreements, instruments and documents as may be required by the Collateral Agent may reasonably require whether comparable to the documents required under Section 8.01(n) or otherwise, and (DE) such other agreements, instruments, approvals approvals, legal opinions or other documents reasonably requested by the Collateral Agent in order to create, perfect, establish the first priority of or otherwise protect any Lien purported to be covered by any such Security Documents Agreement, Pledge Agreement or Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that substantially all property and assets of such Subsidiary shall become Collateral for the Obligations in a manner consistent with the assets of the other corresponding Loan Parties that constitute CollateralObligations; and (ii) each owner of the Equity Interests Capital Stock of any such Domestic Subsidiary to execute and deliver promptly and in any event within 10 Business Days after the formation or acquisition of such Subsidiary a Pledge Amendment or other comparable document (as defined in the applicable Security Documents)Agreement, together with (A) if applicable, certificates evidencing all of the Equity Interests Capital Stock of such Subsidiary, (B) if applicable, undated stock powers or other appropriate instruments of assignment executed in blank with signature guaranteed, (C) such opinions opinion of counsel and such approving certificate of such Subsidiary as the Collateral Agent may reasonably request in respect of complying with any legend on any such certificate or any other matter relating to such shares and (D) such other agreements, instruments, approvals approvals, legal opinions or other documents reasonably requested by the Collateral AgentAgent relating to such shares. (iii) Notwithstanding the foregoing, no CFC of a Loan Party shall be required to become a Loan Party hereunder (and, as such, shall not be required to deliver the documents required by clause (i) above) and no Equity Interests of such CFC shall be required to be pledged or otherwise subject to a Lien under the Loan Documents if in any such case (x) adverse tax consequences could reasonably be expected to result therefrom or (y) such guarantee is prohibited by any Requirement of Law; provided, however, that if the Equity Interests of such CFC are owned by a Loan Party, such Loan Party shall deliver, all such documents, instruments, agreements (excluding any pledge agreement or other security document governed by the laws of any jurisdiction other than a jurisdiction of the United States), and certificates described in clause (ii) above to the Collateral Agent, and take all actions reasonably requested by the Collateral Agent or otherwise necessary to grant and to perfect a first-priority Lien (subject to Permitted Liens) in favor of the Collateral Agent, for the benefit of the Agents and the Lenders, in sixty five percent (65%) of the voting Equity Interests of such CFC and one hundred percent (100%) of all other Equity Interests of such CFC owned by such Loan Party.

Additional Guaranties and Collateral Security. Cause: (i) each Subsidiary (other than any Excluded Subsidiary) of any Loan Party that is (other than a Special Purpose Subsidiary formed and used in a Permitted Securitization Transaction for the purpose of financing working capital) not in existence on the Effective Date, Date to execute and deliver to the Collateral Agent promptly and in any event within 10 Business Days 3 days after the formation, acquisition or change in status thereof, thereof (A) a Joinder Agreement, pursuant to which such Subsidiary shall be made a party to this Agreement as a Guarantor or a Borrower, as applicable (provided that the Accounts Receivable or Inventory of any new Borrower shall not be included in the Borrowing Base until the applicable conditions set forth in the definitions of Eligible Accounts Receivable and Eligible Inventory are satisfied)Guarantor, (B) a supplement to the Security Agreement, together with (1) certificates evidencing all of the Capital Stock of any Person owned by such Subsidiary, (2) undated stock powers executed in blank with signature guaranteed, and (3) such opinions of counsel as the Required Lenders may reasonably request, (C) if such Subsidiary has any Subsidiaries, a Pledge Agreement together with (x) certificates evidencing all of the Capital Stock of any Person owned by such Subsidiary, (y) undated stock powers executed in blank with signature guaranteed, and (z) such opinion of counsel and such approving certificate of such Subsidiary as the Collateral Agent and the Required Lenders may reasonably request in respect of complying with any legend on any such certificate or any other matter relating to such shares, (D) within 90 days thereafter, to the extent any real property of such Subsidiary meets the dollar thresholds set forth in Section 6.01(l), one or more Mortgages creating on the such real property of such Subsidiary a perfected, first priority Lien on such real property property, a Title Insurance Policy covering such real property, a current ALTA survey thereof and a surveyor's certificate, each in form and substance satisfactory to the extent Required Lenders, together with such other agreements, instruments and documents as the Required Lenders may require whether comparable to the documents required by under Section 7.01(o)6.01(l) or otherwise, and such other Real Property Deliverables as may be required by the Collateral Agent and (DE) such other agreements, instruments, approvals approvals, legal opinions or other documents reasonably requested by the Collateral Agent or the Required Lenders in order to create, perfect, establish the first priority of or otherwise protect any Lien purported to be covered by any such Security Documents Agreement, Pledge Agreement or Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of such Subsidiary shall become Collateral for the Obligations in a manner consistent with the assets of the other corresponding Loan Parties that constitute CollateralObligations; and (ii) each owner of the Equity Interests Capital Stock of any such Subsidiary to execute and deliver promptly and in any event within 10 Business Days 3 days after the formation or acquisition of such Subsidiary a Pledge Amendment or other comparable document (as defined in the applicable Security Documents)Agreement, together with (A) if applicable, certificates evidencing all of the Equity Interests Capital Stock of such Subsidiary, (B) if applicable, undated stock powers or other appropriate instruments of assignment executed in blank with signature guaranteed, (C) such opinions opinion of counsel and such approving certificate of such Subsidiary as the Collateral Agent or the Required Lenders may reasonably request in respect of complying with any legend on any such certificate or any other matter relating to such shares and (D) such other agreements, instruments, approvals approvals, legal opinions or other documents reasonably requested by the Collateral Agent. (iii) Notwithstanding the foregoing, no CFC of a Loan Party shall be required to become a Loan Party hereunder (and, as such, shall not be required to deliver the documents required by clause (i) above) and no Equity Interests of such CFC shall be required to be pledged or otherwise subject to a Lien under the Loan Documents if in any such case (x) adverse tax consequences could reasonably be expected to result therefrom or (y) such guarantee is prohibited by any Requirement of Law; provided, however, that if the Equity Interests of such CFC are owned by a Loan Party, such Loan Party shall deliver, all such documents, instruments, agreements (excluding any pledge agreement or other security document governed by the laws of any jurisdiction other than a jurisdiction of the United States), and certificates described in clause (ii) above to the Collateral Agent, and take all actions reasonably requested by the Collateral Agent or otherwise necessary to grant and to perfect a first-priority Lien (subject to Permitted Liens) in favor of the Collateral Agent, for the benefit of the Agents and the Required Lenders, in sixty five percent (65%) of the voting Equity Interests of such CFC and one hundred percent (100%) of all other Equity Interests of such CFC owned by such Loan Party.

Additional Guaranties and Collateral Security. Cause: (i) other than a Foreign Subsidiary, each Subsidiary (other than any Excluded Subsidiary) of any Loan Party that is not in existence on the Effective Date, and each Subsidiary of any Loan Party which is a non-borrowing Subsidiary on the Effective Date or upon formation or acquisition but later ceases to be a non-borrowing Subsidiary, to execute and deliver to the Collateral Agent promptly and in any event within 10 Business Days 3 days after the formation, acquisition or change in status thereof, thereof (A) a Joinder Agreement, pursuant to which such Subsidiary shall be made a party to this Agreement as a Guarantor or a Borrower, as applicable (provided that Guaranty guaranteeing the Accounts Receivable or Inventory of any new Borrower shall not be included in the Borrowing Base until the applicable conditions set forth in the definitions of Eligible Accounts Receivable and Eligible Inventory are satisfied)Obligations, (B) a supplement to the Security Agreement, (C) if such Subsidiary has any Subsidiaries, a Pledge Agreement together with (x) certificates evidencing all of the Capital Stock of any Person owned by such Subsidiary; provided, however, that to the extent any such Person is organized or formed under the laws of a jurisdiction other than the United States of America and the Borrower provides written certification to the Collateral Agent stating that a pledge by such Subsidiary of 100% of the Capital Stock of such Person would be materially disadvantageous to the Borrower from a tax perspective, a pledge of the Capital Stock of such Person will be limited to sixty-five percent (65%) of the Capital Stock of such Person, (y) undated stock powers executed in blank with signature guaranteed, and (z) such opinion of counsel and such approving certificate of such Subsidiary as the Collateral Agent may reasonably request in respect of complying with any legend on any such certificate or any other matter relating to such shares, (D) one or more Mortgages creating on the real property or Oil and Gas Properties of such Subsidiary a perfected, first priority Lien on such real property Oil and Gas Properties subject in priority solely to Permitted Liens that are inchoate Liens securing obligations for payment of money not overdue or otherwise payable, a Title Insurance Policy covering such real property not constituting Oil and Gas Properties, a current ALTA survey thereof and a surveyor's certificate or, in the case of Oil and Gas Properties, title opinions satisfactory in form and substance to the extent required by Section 7.01(o)Collateral Agent, each in form and substance satisfactory to the Collateral Agent, together with such other Real Property Deliverables agreements, instruments and documents as may be required by the Collateral Agent may require whether comparable to the documents required under Section 7.01(n) or otherwise, and (DE) such other agreements, instruments, approvals approvals, legal opinions or other documents reasonably requested by the Collateral Agent in order to create, perfect, perfect and establish the first priority of or otherwise protect any Lien purported to be covered by any such Security Documents Agreement, Pledge Agreement or Mortgage (subject in priority solely to a Permitted Lien that is an inchoate Lien securing obligations for the payment of money not overdue or otherwise payable), or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of such Subsidiary shall become Collateral for the Obligations in a manner consistent with the assets of the other corresponding Loan Parties that constitute CollateralObligations; and (ii) each owner of the Equity Interests Capital Stock of any such Subsidiary to execute and deliver promptly and in any event within 10 Business Days 3 days after the formation or acquisition of such Subsidiary a Pledge Amendment or other comparable document (as defined in the applicable Security Documents)Agreement, together with (A) if applicable, certificates evidencing all of the Equity Interests Capital Stock of such Subsidiary, (B) if applicable, undated stock powers or other appropriate instruments of assignment executed in blank with signature guaranteed, (C) such opinions opinion of counsel and such approving certificate of such Subsidiary as the Collateral Agent may reasonably request and (D) such other agreements, instruments, approvals or other documents reasonably requested by the Collateral Agent. (iii) Notwithstanding the foregoing, no CFC in respect of a Loan Party shall be required to become a Loan Party hereunder (and, as such, shall not be required to deliver the documents required by clause (i) above) and no Equity Interests of such CFC shall be required to be pledged or otherwise subject to a Lien under the Loan Documents if in complying with any legend on any such case (x) adverse tax consequences could reasonably be expected certificate or any other matter relating to result therefrom or (y) such guarantee is prohibited by any Requirement of Law; provided, however, that if the Equity Interests of such CFC are owned by a Loan Party, such Loan Party shall deliver, all such documents, instruments, agreements (excluding any pledge agreement or other security document governed by the laws of any jurisdiction other than a jurisdiction of the United States), and certificates described in clause (ii) above to the Collateral Agent, and take all actions reasonably requested by the Collateral Agent or otherwise necessary to grant and to perfect a first-priority Lien (subject to Permitted Liens) in favor of the Collateral Agent, for the benefit of the Agents and the Lenders, in sixty five percent (65%) of the voting Equity Interests of such CFC and one hundred percent (100%) of all other Equity Interests of such CFC owned by such Loan Party.shares and

Additional Guaranties and Collateral Security. Cause: (i) each Subsidiary (other than any Excluded Subsidiary) of any Loan Party that is not in existence on the Effective Date, to execute and deliver to the Collateral Agent promptly and in any event within 10 5 Business Days after the formation, formation or acquisition or change in status thereof, of such Subsidiary (A) a Joinder Agreement, pursuant to which such Subsidiary shall be made a party to this Agreement as a Guarantor or a Borrower, as applicable (provided that Guaranty guaranteeing the Accounts Receivable or Inventory of any new Borrower shall not be included in the Borrowing Base until the applicable conditions set forth in the definitions of Eligible Accounts Receivable and Eligible Inventory are satisfied)Obligations, (B) a supplement to the Security Agreement, (C) if such Subsidiary has any Subsidiaries, a Pledge Agreement together with (x) certificates evidencing all of the Capital Stock of any Person owned by such Subsidiary, (y) undated stock powers executed in blank with signature guaranteed, and (z) such opinion of counsel and such approving certificate of such Subsidiary as the Collateral Agent may reasonably request in respect of complying with any legend on any such certificate or any other matter relating to such shares, (D) one or more Mortgages creating on the real property or Oil and Gas Properties of such Subsidiary a perfected, first priority Lien on such real property or Oil and Gas Properties (subject in each case to Permitted Liens), a Title Insurance Policy covering any such real property that is not Oil and Gas Property or a title opinion from Borrower's counsel covering such Oil and Gas Properties, as applicable, each in form and substance reasonably satisfactory to the extent required by Section 7.01(o)Collateral Agent, and together with such other Real Property Deliverables agreements, instruments and documents as may be required by the Collateral Agent may reasonably require whether comparable to the documents required under Section 7.01(o) or otherwise, and (DE) such other agreements, instruments, approvals approvals, legal opinions or other documents reasonably requested by the Collateral Agent in order to create, perfect, establish the first priority of or otherwise protect any Lien purported to be covered by any such Security Documents Agreement, Pledge Agreement, or Mortgage, or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of such Subsidiary shall become Collateral for the Obligations in a manner consistent with the assets of the other corresponding Loan Parties that constitute CollateralObligations; and (ii) each owner of the Equity Interests Capital Stock of any such Subsidiary to execute and deliver promptly and in any event within 10 5 Business Days after the formation or acquisition of such Subsidiary a Pledge Amendment or other comparable document (as defined in the applicable Security Documents)Agreement, together with (A) if applicable, certificates evidencing all of the Equity Interests Capital Stock of such Subsidiary, (B) if applicable, undated stock powers or other appropriate instruments of assignment executed in blank with signature guaranteed, (C) such opinions opinion of counsel and such approving certificate of such Subsidiary as the Collateral Agent may reasonably request in respect of complying with any legend on any such certificate or any other matter relating to such shares and (D) such other agreements, instruments, approvals approvals, legal opinions or other documents reasonably requested by the Collateral Agent. (iii) Notwithstanding the foregoing, no CFC of a Loan Party shall be required to become a Loan Party hereunder (and, as such, shall not be required to deliver the documents required by clause (i) above) and no Equity Interests of such CFC shall be required to be pledged or otherwise subject to a Lien under the Loan Documents if in any such case (x) adverse tax consequences could reasonably be expected to result therefrom or (y) such guarantee is prohibited by any Requirement of Law; provided, however, that if the Equity Interests of such CFC are owned by a Loan Party, such Loan Party shall deliver, all such documents, instruments, agreements (excluding any pledge agreement or other security document governed by the laws of any jurisdiction other than a jurisdiction of the United States), and certificates described in clause (ii) above to the Collateral Agent, and take all actions reasonably requested by the Collateral Agent or otherwise necessary to grant and to perfect a first-priority Lien (subject to Permitted Liens) in favor of the Collateral Agent, for the benefit of the Agents and the Lenders, in sixty five percent (65%) of the voting Equity Interests of such CFC and one hundred percent (100%) of all other Equity Interests of such CFC owned by such Loan Party.

Additional Guaranties and Collateral Security. Cause: (ia) each wholly owned Subsidiary (other than any Excluded Subsidiary) of any Loan Credit Party that is not in existence on the Effective Closing Date, to execute and deliver to the Collateral Agent promptly and in any event within 10 three (3) Business Days after the formation, acquisition or change in status thereof, thereof (A) a Joinder Agreement, pursuant to which such Subsidiary shall be made a party to this Agreement as a Guarantor or a Borrower, as applicable (provided that Guaranty guaranteeing the Accounts Receivable or Inventory of any new Borrower shall not be included in the Borrowing Base until the applicable conditions set forth in the definitions of Eligible Accounts Receivable and Eligible Inventory are satisfied)Obligations, (B) a supplement joinder to the Security Agreement substantially in the form attached as Annex I to the Security Agreement, (C) if such Subsidiary has any Subsidiaries, joinder to the Pledge Agreement substantially in the form attached as Annex I to the Pledge Agreement together with (x) certificates evidencing all of the Stock of any Person owned by such Subsidiary (other than a Foreign Subsidiary) and, in the case of a Foreign Subsidiary, all of the non-voting Stock and sixty-five percent (65%) of the voting Stock of such Foreign Subsidiary, (y) undated stock powers executed in blank with signature guaranteed, and (z) such opinion of counsel and such approving certificate of such Subsidiary as Agent may reasonably request in respect of complying with any legend on any such certificate or any other matter relating to such shares; provided that (i) the provisions contained in clauses (x) and (y) of this clause (C) shall not apply until the date upon which the Discharge of Term Obligations has occurred, and (ii) until the date upon which the Discharge of Term Obligations has occurred, the opinion and certificate referred to in clause (z) of this clause (C) shall be, in each case, limited in scope and substance to the opinion and certificate, if any, delivered to the trustee for the holders of the Senior Secured Notes in connection with such Subsidiary becoming party to any Senior Secured Notes Document, (D) (1) prior to the Discharge of Term Obligations, to the extent mortgages are delivered creating on the owned real property of such Subsidiary a perfected first priority security interest securing the Senior Secured Notes, one or more Mortgages creating on the such real property a perfected second priority Lien on such property, and thereafter, at the request of Agent, one or more Mortgages creating on such Subsidiary real property a perfected, first priority Lien on such real property and (2) prior to the Discharge of Term Obligations, to the extent required by Section 7.01(o)delivered to the trustee for the holders of the Senior Secured Notes, and thereafter, at the request of Agent, a Title Insurance Policy covering such real property, a current ALTA survey thereof and a surveyor’s certificate, each in form and substance reasonably satisfactory to Agent, together with such other Real Property Deliverables agreements, instruments and documents as Agent may be require whether comparable to the documents required by the Collateral Agent and under Section 5.19 or otherwise, (DE) such other agreements, instruments, approvals approvals, legal opinions or other documents reasonably requested by the Collateral Agent in order to create, perfect, establish the first priority of or otherwise protect any Lien purported to be covered by any such Security Documents Agreement or Pledge Agreement or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of such Subsidiary shall become Collateral for the Obligations; provided, however, that in no event shall (i) any Credit Party be required to xxxxx x Xxxx on any Excluded Assets or (ii) any Foreign Subsidiary be required to guaranty the Obligations or xxxxx x Xxxx on any of its assets to secure the Obligations if such guaranty or Lien may result in a manner consistent with the assets “deemed dividend” to any of the other corresponding Loan Parties that constitute CollateralCredit Parties; andand Table of Contents (iib) each owner of the Equity Interests Stock of any such Subsidiary to execute and deliver promptly and in any event within 10 three (3) Business Days after the formation or acquisition of such Subsidiary a joinder to the Pledge Amendment or other comparable document (as defined Agreement substantially in the applicable Security Documents)form attached as Annex I to the Pledge Agreement, together with (A) if applicablecertificates evidencing, certificates evidencing (x) in the case such Subsidiary is a Domestic Subsidiary, all of the Equity Interests Stock of such Subsidiary, and (y) in the case such Subsidiary is a directly owned Foreign Subsidiary, all of the non-voting Stock and sixty-five percent (65%) of the voting Stock of such Subsidiary, (B) if applicable, undated stock powers or other appropriate instruments of assignment executed in blank with signature guaranteed, (C) such opinions opinion of counsel and such approving certificate of such Subsidiary as the Collateral Agent may reasonably request in respect of complying with any legend on any such certificate or any other matter relating to such shares, and (D) prior to the Discharge of Term Obligations, to the extent delivered to the trustee for the holders of the Senior Secured Notes, and thereafter, at the request of Agent, such other agreements, instruments, approvals approvals, legal opinions or other documents reasonably requested by Agent; provided that (i) the Collateral Agent. provisions contained in clauses (A) and (B) of this paragraph shall not apply until the date upon which the Discharge of Term Obligations has occurred, (ii) until the date upon which the Discharge of Term Obligations has occurred, the opinion and certificate referred to in clause (C) of this paragraph shall be, in each case, limited in scope and substance to the opinion and certificate, if any, delivered to the trustee for the holders of the Senior Secured Notes in connection with any pledge of such Subsidiary pursuant to the Senior Secured Notes Documents and (iii) Notwithstanding the foregoing, in no CFC of a Loan event shall any Credit Party shall be required to become a Loan Party hereunder (and, as such, shall not be required to deliver the documents required by clause (i) above) and no Equity Interests of such CFC shall be required to be pledged or otherwise subject to a Lien under the Loan Documents if in xxxxx x Xxxx on any such case (x) adverse tax consequences could reasonably be expected to result therefrom or (y) such guarantee is prohibited by any Requirement of Law; provided, however, that if the Equity Interests of such CFC are owned by a Loan Party, such Loan Party shall deliver, all such documents, instruments, agreements (excluding any pledge agreement or other security document governed by the laws of any jurisdiction other than a jurisdiction of the United States), and certificates described in clause (ii) above to the Collateral Agent, and take all actions reasonably requested by the Collateral Agent or otherwise necessary to grant and to perfect a first-priority Lien (subject to Permitted Liens) in favor of the Collateral Agent, for the benefit of the Agents and the Lenders, in sixty five percent (65%) of the voting Equity Interests of such CFC and one hundred percent (100%) of all other Equity Interests of such CFC owned by such Loan PartyExcluded Assets.

Additional Guaranties and Collateral Security. Cause: (i) each Subsidiary (other than any Excluded Subsidiary) of any Loan Party that is the Borrower not in existence on the Effective Date, to execute and deliver to the Collateral Agent Lender promptly and in any event within 10 Business Days three days after the formation, acquisition or change in status thereof, thereof (A) a Joinder Agreement, pursuant to which such Subsidiary shall be made a party to this Agreement as a Guarantor or a Borrower, as applicable (provided that Guaranty guaranteeing the Accounts Receivable or Inventory of any new Borrower shall not be included in the Borrowing Base until the applicable conditions set forth in the definitions of Eligible Accounts Receivable and Eligible Inventory are satisfied)Obligations, (B) a supplement to the Security Agreement, (C) if such Subsidiary has any Subsidiaries, a Pledge Agreement together with (x) certificates evidencing all of the Capital Stock of any Person owned by such Subsidiary, (y) undated stock powers executed in blank with signature guaranteed, and (z) such opinion of counsel and such approving certificate of such Subsidiary as the Lender may reasonably request in respect of complying with any legend on any such certificate or any other matter relating to such shares, (D) one or more Mortgages creating on the real property of such Subsidiary a perfected, first priority Lien on such real property property, a title insurance policy covering such real property, a current ALTA survey thereof and a surveyor's certificate, each in form and substance satisfactory to the extent Lender, together with such other agreements, instruments and documents as the Lender may require whether comparable to the documents required by under Section 7.01(o)6.01 (m) or otherwise, and such other Real Property Deliverables as may be required by the Collateral Agent and (DE) such other agreements, instruments, approvals approvals, legal opinions or other documents reasonably requested by the Collateral Agent Lender in order to create, perfect, establish the first priority of or otherwise protect any Lien purported to be covered by any such Security Documents Agreement, Pledge Agreement or Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of such Subsidiary shall become Collateral for the Obligations in a manner consistent with the assets of the other corresponding Loan Parties that constitute CollateralObligations; and (ii) each owner of the Equity Interests Capital Stock of any such Subsidiary to execute and deliver promptly and in any event within 10 Business Days three days after the formation or acquisition of such Subsidiary a Pledge Amendment or other comparable document (as defined in the applicable Security Documents)Agreement, together with (A) if applicable, certificates evidencing all of the Equity Interests Capital Stock of such Subsidiary, (B) if applicable, undated stock powers or other appropriate instruments of assignment executed in blank with signature guaranteed, (C) such opinions opinion of counsel and such approving certificate of such Subsidiary as the Collateral Agent Lender may reasonably request in respect of complying with any legend on any such certificate or any other matter relating to such shares and (D) such other agreements, instruments, approvals approvals, legal opinions or other documents reasonably requested by the Collateral Agent. (iii) Notwithstanding the foregoing, no CFC of a Loan Party shall be required to become a Loan Party hereunder (and, as such, shall not be required to deliver the documents required by clause (i) above) and no Equity Interests of such CFC shall be required to be pledged or otherwise subject to a Lien under the Loan Documents if in any such case (x) adverse tax consequences could reasonably be expected to result therefrom or (y) such guarantee is prohibited by any Requirement of Law; provided, however, that if the Equity Interests of such CFC are owned by a Loan Party, such Loan Party shall deliver, all such documents, instruments, agreements (excluding any pledge agreement or other security document governed by the laws of any jurisdiction other than a jurisdiction of the United States), and certificates described in clause (ii) above to the Collateral Agent, and take all actions reasonably requested by the Collateral Agent or otherwise necessary to grant and to perfect a first-priority Lien (subject to Permitted Liens) in favor of the Collateral Agent, for the benefit of the Agents and the Lenders, in sixty five percent (65%) of the voting Equity Interests of such CFC and one hundred percent (100%) of all other Equity Interests of such CFC owned by such Loan Party.Lender;

Additional Guaranties and Collateral Security. Cause: (i) each Subsidiary (other than any Excluded Subsidiary) of any Loan Party that is not in existence on the Effective Date, to execute and deliver to the Collateral Agent promptly and in any event within 10 Business Days 3 days after the formation, acquisition or change in status thereof, thereof (A) a Joinder Agreement, pursuant to which such Subsidiary shall be made a party to this Agreement as a Guarantor or a Borrower, as applicable (provided that Guaranty guaranteeing the Accounts Receivable or Inventory of any new Borrower shall not be included in the Borrowing Base until the applicable conditions set forth in the definitions of Eligible Accounts Receivable and Eligible Inventory are satisfied)Obligations, (B) a supplement to the Security Agreement, (C) if such Subsidiary has any Subsidiaries, a Pledge Agreement together with (x) certificates evidencing all of the Capital Stock of any Person owned by such Subsidiary, (y) undated stock powers executed in blank with signature guaranteed, and (z) such opinion of counsel and such approving certificate of such Subsidiary as the Agent may reasonably request in respect of complying with any legend on any such certificate or any other matter relating to such shares, (D) one or more Mortgages creating on the real property of such Subsidiary a perfected, first priority Lien on such real property property, a Title Insurance Policy covering such real property, a current ALTA survey thereof and a surveyor’s certificate, each in form and substance satisfactory to the extent Agent, together with such other agreements, instruments and documents as the Agent may require whether comparable to the documents required by under Section 7.01(o)6.15 or otherwise, and such other Real Property Deliverables as may be required by the Collateral Agent and (DE) such other agreements, instruments, approvals approvals, legal opinions or other documents reasonably requested by the Collateral Agent in order to create, perfect, establish the first priority of or otherwise protect any Lien purported to be covered by any such Security Documents Agreement, Pledge Agreement or Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of such Subsidiary shall become Collateral for the Obligations in a manner consistent with the assets of the other corresponding Loan Parties that constitute CollateralObligations; and (ii) each owner of the Equity Interests Capital Stock of any such Subsidiary to execute and deliver promptly and in any event within 10 3 Business Days after the formation or acquisition of such Subsidiary a Pledge Amendment or other comparable document (as defined in the applicable Security Documents)Agreement, together with (A) if applicable, certificates evidencing all of the Equity Interests Capital Stock of such Subsidiary, (B) if applicable, undated stock powers or other appropriate instruments of assignment executed in blank with signature guaranteed, (C) such opinions opinion of counsel and such approving certificate of such Subsidiary as the Collateral Agent may reasonably request in respect of complying with any legend on any such certificate or any other matter relating to such shares and (D) such other agreements, instruments, approvals approvals, legal opinions or other documents reasonably requested by the Collateral Agent. (iii) Notwithstanding the foregoing, no CFC of a Loan Party shall be required to become a Loan Party hereunder (and, as such, shall not be required to deliver the documents required by clause (i) above) and no Equity Interests of such CFC shall be required to be pledged or otherwise subject to a Lien under the Loan Documents if in any such case (x) adverse tax consequences could reasonably be expected to result therefrom or (y) such guarantee is prohibited by any Requirement of Law; provided, however, that if the Equity Interests of such CFC are owned by a Loan Party, such Loan Party shall deliver, all such documents, instruments, agreements (excluding any pledge agreement or other security document governed by the laws of any jurisdiction other than a jurisdiction of the United States), and certificates described in clause (ii) above to the Collateral Agent, and take all actions reasonably requested by the Collateral Agent or otherwise necessary to grant and to perfect a first-priority Lien (subject to Permitted Liens) in favor of the Collateral Agent, for the benefit of the Agents and the Lenders, in sixty five percent (65%) of the voting Equity Interests of such CFC and one hundred percent (100%) of all other Equity Interests of such CFC owned by such Loan Party.

Additional Guaranties and Collateral Security. Cause: Cause (i) each Subsidiary (other than any Excluded Subsidiary) of any Loan Party that is not in existence on the Effective Date, or any Unrestricted Subsidiary that at any time fails to meet the requirements for an Unrestricted Subsidiary, to execute and deliver to the Collateral Agent promptly and in any event within 10 three (3) Business Days after the formation, acquisition or change in status thereof, thereof (A) a Joinder Agreement, pursuant to which such Subsidiary shall be made a party to this Agreement as a Guarantor or a Borrower, as applicable (provided that Guaranty guaranteeing the Accounts Receivable or Inventory of any new Borrower shall not be included in the Borrowing Base until the applicable conditions set forth in the definitions of Eligible Accounts Receivable and Eligible Inventory are satisfied)Obligations, (B) a supplement to the Security Agreement, (C) if such Subsidiary has any Subsidiaries, a Pledge Agreement together with (x) certificates evidencing all of the Capital Stock of any Person owned by such Subsidiary, (y) undated stock powers executed in blank with signature guaranteed, and (z) such opinion of counsel and such approving certificate of such Subsidiary as the Agent may reasonably request in respect of complying with any legend on any such certificate or any other matter relating to such shares, (D) one or more Mortgages creating on the any real property having a book value in excess of $1,000,000, or leased property having an annual minimum fixed rent in excess of $750,000 (if the lease term (including extensions) is less than five years) or $250,000 (if the lease term (including extensions) is equal to or greater than five years) of such Subsidiary a perfected, first priority Lien on such real property subject only to Permitted Liens, a Title Insurance Policy covering such owned real property, a current ALTA survey thereof and a surveyor's certificate, each in form and substance satisfactory to the extent Agent, together with such other agreements, instruments and documents as the Agent may reasonably require whether comparable to the documents required by under Section 7.01(o6.01(i) or otherwise (it being understood that the Loan Parties shall use their reasonable best efforts (which shall not include the payment of additional sums (other than incidental expenses)) to obtain such Mortgage and other documents) , and such other Real Property Deliverables as may be required by the Collateral Agent and (DE) such other agreements, instruments, approvals approvals, legal opinions or other documents reasonably requested by the Collateral Agent in order to create, perfect, establish the first priority of or otherwise protect any Lien purported to be covered by any such Security Documents Agreement, Pledge Agreement or Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of such Subsidiary shall become Collateral for the Obligations in a manner consistent with the assets of the other corresponding Loan Parties that constitute CollateralObligations; and and (ii) each owner of the Equity Interests Capital Stock of any such Subsidiary to execute and deliver promptly and in any event within 10 three (3) Business Days after the formation or acquisition of such Subsidiary a Pledge Amendment or other comparable document (as defined in the applicable Security Documents)Agreement, together with (A) if applicable, certificates evidencing all of the Equity Interests Capital Stock of such Subsidiary, (B) if applicable, undated stock powers or other appropriate instruments of assignment executed in blank with signature guaranteed, (C) such opinions opinion of counsel and such approving certificate of such Subsidiary as the Collateral Agent may reasonably request in respect of complying with any legend on any such certificate or any other matter relating to such shares and (D) such other agreements, instruments, approvals approvals, legal opinions or other documents reasonably requested by the Collateral Agent. (iii) Notwithstanding the foregoing; PROVIDED, no CFC of a Loan Party HOWEVER, that nothing contained herein shall be required to become deemed a Loan Party hereunder (and, as such, shall not be required to deliver modification of any other provisions of this Agreement restricting the documents required formation or Acquisition of Subsidiaries by clause (i) above) and no Equity Interests of such CFC shall be required to be pledged or otherwise subject to a Lien under the Loan Documents if in any such case (x) adverse tax consequences could reasonably be expected Parties, or the requirements applicable to result therefrom or (y) such guarantee is prohibited by any Requirement of Law; provided, however, that if the Equity Interests of such CFC are owned by a Loan Party, such Loan Party shall deliver, all such documents, instruments, agreements (excluding any pledge agreement or other security document governed by the laws of any jurisdiction other than a jurisdiction of the United States), and certificates described in clause (ii) above to the Collateral Agent, and take all actions reasonably requested by the Collateral Agent or otherwise necessary to grant and to perfect a first-priority Lien (subject to Permitted Liens) in favor of the Collateral Agent, for the benefit of the Agents and the Lenders, in sixty five percent (65%) of the voting Equity Interests of such CFC and one hundred percent (100%) of all other Equity Interests of such CFC owned by such Loan PartyUnrestricted Subsidiaries.

Additional Guaranties and Collateral Security. Cause: (i) each Subsidiary (other than any Excluded Subsidiary) of any Loan Party that is not in existence on the Effective Date, to execute and deliver to the Collateral Agent promptly and in any event within 10 Business Days 3 days after the formation, formation or acquisition or change in status thereof, (A) a Joinder Agreement, pursuant to which such Subsidiary shall be made a party to this Agreement as a Guarantor or a Borrower, as applicable (provided that Guaranty guaranteeing the Accounts Receivable or Inventory of any new Borrower shall not be included in the Borrowing Base until the applicable conditions set forth in the definitions of Eligible Accounts Receivable and Eligible Inventory are satisfied)Obligations, (B) a supplement to the Security Agreement, (C) if such Subsidiary has any Subsidiaries, a Pledge Agreement together with (x) certificates evidencing all of the Capital Stock of any Person owned by such Subsidiary (y) undated stock powers executed in blank with signature guaranteed, and (z) such opinion of counsel and such approving certificate of such Subsidiary as the Collateral Agent may reasonably request in respect of complying with any legend on any such certificate or any other matter relating to such shares, (D) one or more Mortgages creating on the real property of such Subsidiary a perfected, first priority Lien on such real property property, a Title Insurance Policy covering such real property, a current ALTA survey thereof and a surveyor’s certificate, each in form and substance satisfactory to the extent required by Section 7.01(o)Collateral Agent, and together with such other Real Property Deliverables agreements, instruments and documents as may be required by the Collateral Agent may require whether comparable to the documents required under Section 7.01(o) or otherwise, and (DE) such Control Agreements and other agreements, instruments, approvals approvals, legal opinions or other documents reasonably requested by the Collateral Agent in order to create, perfect, establish the first priority of or otherwise protect any Lien purported to be covered by any such Security Documents Document or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of such Subsidiary shall become Collateral for the Obligations in a manner consistent with the assets of the other corresponding Loan Parties that constitute CollateralObligations; and (ii) each owner of the Equity Interests Capital Stock of any such Subsidiary subject to the terms of subclause (i) to execute and deliver promptly and in any event within 10 Business Days 3 days after the formation or acquisition of such Subsidiary a Pledge Amendment or other comparable document (as defined in the applicable Security Documents)Agreement, together with (A) if applicable, certificates evidencing all of the Equity Interests Capital Stock of such Subsidiary, (B) if applicable, undated stock powers or other appropriate instruments of assignment executed in blank with signature guaranteed, (C) such opinions opinion of counsel and such approving certificate of such Subsidiary as the Collateral Agent may reasonably request in respect of complying with any legend on any such certificate or any other matter relating to such shares and (D) such other agreements, instruments, approvals approvals, legal opinions or other documents reasonably requested by the Collateral Agent. (iii) Notwithstanding the foregoing, no CFC of a Loan Party shall be required to become a Loan Party hereunder (and, as such, shall not be required to deliver the documents required by clause (i) above) and no Equity Interests of such CFC shall be required to be pledged or otherwise subject to a Lien under the Loan Documents if in any such case (x) adverse tax consequences could reasonably be expected to result therefrom or (y) such guarantee is prohibited by any Requirement of Law; provided, however, that if the Equity Interests of such CFC are owned by a Loan Party, such Loan Party shall deliver, all such documents, instruments, agreements (excluding any pledge agreement or other security document governed by the laws of any jurisdiction other than a jurisdiction of the United States), and certificates described in clause (ii) above to the Collateral Agent, and take all actions reasonably requested by the Collateral Agent or otherwise necessary to grant and to perfect a first-priority Lien (subject to Permitted Liens) in favor of the Collateral Agent, for the benefit of the Agents and the Lenders, in sixty five percent (65%) of the voting Equity Interests of such CFC and one hundred percent (100%) of all other Equity Interests of such CFC owned by such Loan Party.

Additional Guaranties and Collateral Security. Cause: (i) each Domestic Subsidiary (other than any Excluded Subsidiary) of any Loan Party that is not in existence on the Interim Facility Effective Date, to execute and deliver to the Collateral Agent promptly and in any event within 10 Business Days after the formation, acquisition or change in status thereof, thereof (A) a Joinder Agreement, pursuant to which such Subsidiary shall be made a party to this Agreement as a Guarantor or a Borrower, as applicable (provided that Guaranty guaranteeing the Accounts Receivable or Inventory of any new Borrower shall not be included in the Borrowing Base until the applicable conditions set forth in the definitions of Eligible Accounts Receivable and Eligible Inventory are satisfied)Obligations, (B) a supplement security agreement in form and substance satisfactory to the Security AgreementCollateral Agent, if required by the Collateral Agent, (C) if such Domestic Subsidiary has any Subsidiaries, a Pledge Agreement, if required by the Collateral Agent, together with (x) certificates evidencing all of the Capital Stock of any Person directly owned by such Subsidiary (other than a Foreign Subsidiary) and, in the case of a directly owned Foreign Subsidiary, all of the non-voting Capital Stock and 65% of the voting Capital Stock of such Foreign Subsidiary, (y) undated stock powers executed in blank with signature guaranteed, and (z) such opinion of counsel and such approving certificate of such Subsidiary as the Collateral Agent may reasonably request in respect of complying with any legend on any such certificate or any other matter relating to such shares, (D) one or more Mortgages creating on the real property of such Subsidiary a perfected, first priority Lien (except, in respect of first priority, any Permitted Priority Lien) on such real property to property, a Title Insurance Policy covering such real property, a current ALTA survey thereof (or such other survey thereof consistent with the extent required by Section 7.01(orequirements set forth on Schedule 8.01(q), and such other Real Property Deliverables as may be required by otherwise in form and substance acceptable to the Collateral Agent in its sole discretion, exercised reasonably) and a surveyor's certificate, each in form and substance satisfactory to the Collateral Agent in its sole discretion, exercised reasonably, together with such other agreements, instruments and documents as the Collateral Agent may require whether comparable to the documents required under Section 8.01(m) or otherwise, and (DE) such other agreements, instruments, approvals approvals, legal opinions or other documents reasonably requested by the Collateral Agent in order to create, perfect, establish the first priority of or otherwise protect any Lien purported to be covered by any such Security Documents security agreement, Pledge Agreement, or Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of such Subsidiary shall become Collateral for the Obligations in a manner consistent with the assets of the other corresponding Loan Parties that constitute CollateralObligations; and (ii) each owner of the Equity Interests Capital Stock of any such Subsidiary to execute and deliver promptly and in any event within 10 Business Days after the formation or acquisition of such Subsidiary a Pledge Amendment or other comparable document (as defined in Agreement, if required by the applicable Security Documents)Collateral Agent, together with (A) if applicable, certificates evidencing (x) in the case such Subsidiary is a directly owned Domestic Subsidiary, all of the Equity Interests Capital Stock of such Subsidiary, (y) in the case such Subsidiary is a directly owned Foreign Subsidiary, all of the non-voting Capital Stock and 65% of the voting Capital Stock of such Subsidiary, (B) if applicable, undated stock powers or other appropriate instruments of assignment executed in blank with signature guaranteed, (C) such opinions opinion of counsel and such approving certificate of such Subsidiary as the Collateral Agent may reasonably request in respect of complying with any legend on any such certificate or any other matter relating to such shares and (D) such other agreements, instruments, approvals approvals, legal opinions or other documents reasonably requested by the Collateral Agent. (iii) Notwithstanding the foregoing, no CFC of a Loan Party shall be required to become a Loan Party hereunder (and, as such, shall not be required to deliver the documents required by clause (i) above) and no Equity Interests of such CFC shall be required to be pledged or otherwise subject to a Lien under the Loan Documents if in any such case (x) adverse tax consequences could reasonably be expected to result therefrom or (y) such guarantee is prohibited by any Requirement of Law; provided, however, that if the Equity Interests of such CFC are owned by a Loan Party, such Loan Party shall deliver, all such documents, instruments, agreements (excluding any pledge agreement or other security document governed by the laws of any jurisdiction other than a jurisdiction of the United States), and certificates described in clause (ii) above to the Collateral Agent, and take all actions reasonably requested by the Collateral Agent or otherwise necessary to grant and to perfect a first-priority Lien (subject to Permitted Liens) in favor of the Collateral Agent, for the benefit of the Agents and the Lenders, in sixty five percent (65%) of the voting Equity Interests of such CFC and one hundred percent (100%) of all other Equity Interests of such CFC owned by such Loan Party.

Additional Guaranties and Collateral Security. Cause: (i) each Subsidiary (other than any Excluded Subsidiary) of any Loan Party that is not in existence on the Effective Date, to execute and deliver to the Collateral Agent promptly and in any event within 10 3 Business Days after the formation, formation or acquisition or change in status thereof, thereof (A) a Joinder Agreement, pursuant to which such Subsidiary shall be made a party to this Agreement as a Guarantor or a Borrower, as applicable (provided that Guaranty guaranteeing the Accounts Receivable or Inventory of any new Borrower shall not be included in the Borrowing Base until the applicable conditions set forth in the definitions of Eligible Accounts Receivable and Eligible Inventory are satisfied)Obligations, (B) a supplement to the Security Agreement, (C) if such Subsidiary has any Subsidiaries, a Pledge Agreement together with (x) certificates evidencing all of the Capital Stock of any Person owned by such Subsidiary, (y) undated stock powers executed in blank with signature guaranteed, and (z) such opinion of counsel and such approving certificate of such Subsidiary as the Collateral Agent may reasonably request in respect of complying with any legend on any such certificate or any other matter relating to such shares, (D) one or more Mortgages creating on the real property of such Subsidiary a perfected, first priority Lien on such real property property, a Title Insurance Policy covering such real property, a current ALTA survey thereof and a surveyor's certificate, each in form and substance reasonably satisfactory to the extent required by Section 7.01(o)Collateral Agent, and together with such other Real Property Deliverables agreements, instruments and documents as may be required by the Collateral Agent may require whether comparable to the documents required under Section 7.01(o) or otherwise, and (DE) such other agreements, instruments, approvals approvals, legal opinions or other documents reasonably requested by the Collateral Agent in order to create, perfect, establish the first priority of or otherwise protect any Lien purported to be covered by any such Security Documents Agreement, Pledge Agreement, or Mortgage, or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of such Subsidiary shall become Collateral for the Obligations in a manner consistent with the assets of the other corresponding Loan Parties that constitute CollateralObligations; and (ii) each owner of the Equity Interests Capital Stock of any such Subsidiary to execute and deliver promptly and in any event within 10 3 Business Days after the formation or acquisition of such Subsidiary a Pledge Amendment or other comparable document (as defined in the applicable Security Documents)Agreement, together with (A) if applicable, certificates evidencing all of the Equity Interests Capital Stock of such Subsidiary, (B) if applicable, undated stock powers or other appropriate instruments of assignment executed in blank with signature guaranteed, (C) such opinions opinion of counsel and such approving certificate of such Subsidiary as the Collateral Agent may reasonably request in respect of complying with any legend on any such certificate or any other matter relating to such shares and (D) such other agreements, instruments, approvals approvals, legal opinions or other documents reasonably requested by the Collateral Agent. (iii) Notwithstanding the foregoing, no CFC of a Loan Party shall be required to become a Loan Party hereunder (and, as such, shall not be required to deliver the documents required by clause (i) above) and no Equity Interests of such CFC shall be required to be pledged or otherwise subject to a Lien under the Loan Documents if in any such case (x) adverse tax consequences could reasonably be expected to result therefrom or (y) such guarantee is prohibited by any Requirement of Law; provided, however, that if the Equity Interests of such CFC are owned by a Loan Party, such Loan Party shall deliver, all such documents, instruments, agreements (excluding any pledge agreement or other security document governed by the laws of any jurisdiction other than a jurisdiction of the United States), and certificates described in clause (ii) above to the Collateral Agent, and take all actions reasonably requested by the Collateral Agent or otherwise necessary to grant and to perfect a first-priority Lien (subject to Permitted Liens) in favor of the Collateral Agent, for the benefit of the Agents and the Lenders, in sixty five percent (65%) of the voting Equity Interests of such CFC and one hundred percent (100%) of all other Equity Interests of such CFC owned by such Loan Party.

Additional Guaranties and Collateral Security. Cause: (ia) each wholly owned Subsidiary (other than any Excluded Subsidiary) of any Loan Credit Party that is not in existence on the Effective Closing Date, to execute and deliver to the Collateral Agent promptly and in any event within 10 three (3) Business Days after the formation, acquisition or change in status thereof, thereof (A) a Joinder Agreement, pursuant to which such Subsidiary shall be made a party to this Agreement as a Guarantor or a Borrower, as applicable (provided that Guaranty guaranteeing the Accounts Receivable or Inventory of any new Borrower shall not be included in the Borrowing Base until the applicable conditions set forth in the definitions of Eligible Accounts Receivable and Eligible Inventory are satisfied)Obligations, (B) a supplement joinder to the Security Agreement substantially in the form attached as Annex I to the Security Agreement, (C) if such Subsidiary has any Subsidiaries, joinder to the Pledge Agreement substantially in the form attached as Annex I to the Pledge Agreement together with (x) certificates evidencing all of the Stock of any Person owned by such Subsidiary (other than a Foreign Subsidiary) and, in the case of a Foreign Subsidiary, all of the non-voting Stock and sixty-five percent (65%) of the voting Stock of such Foreign Subsidiary, (y) undated stock powers executed in blank with signature guaranteed, and (z) such opinion of counsel and such approving certificate of such Subsidiary as Agent may reasonably request in respect of complying with any legend on any such certificate or any other matter relating to such shares; provided that (i) the provisions contained in clauses (x) and (y) of this clause (C) shall not apply until the date upon which the Discharge of Term Obligations has occurred, and (ii) until the date upon which the Discharge of Term Obligations has occurred, the opinion and certificate referred to in clause (z) of this clause (C) shall be, in each case, limited in scope and substance to the opinion and certificate, if any, delivered to the Senior Secured Notes Trustee or the DIP Term Loan Agent, as applicable, in connection with such Subsidiary becoming party to any Senior Secured Notes Document or DIP Term Loan Documents, (D)(1) prior to the Discharge of Term Obligations, to the extent mortgages are delivered creating on the owned real property of such Subsidiary a perfected first priority security interest securing the Senior Term Obligations, one or more Mortgages creating on the such real property a perfected second priority Lien on such property, and thereafter, at the request of Agent, one or more Mortgages creating on such Subsidiary real property a perfected, first priority Lien on such real property and (2) prior to the Discharge of Term Obligations, to the extent required by Section 7.01(o)delivered to the Senior Secured Notes Trustee or the DIP Term Loan Agent, as applicable, and thereafter, at the request of Agent, a Title Insurance Policy covering such real property, a current ALTA survey thereof and a surveyor’s certificate, each in form and substance reasonably satisfactory to Agent, together with such other Real Property Deliverables agreements, instruments and documents as Agent may be require whether comparable to the documents required by the Collateral Agent and under Section 5.19 or otherwise, (DE) such other agreements, instruments, approvals approvals, legal opinions or other documents reasonably requested by the Collateral Agent in order to create, perfect, establish the first priority of or otherwise protect any Lien purported to be covered by any such Security Documents Agreement or Pledge Agreement or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of such Subsidiary shall become Collateral for the Obligations; provided, however, that in no event shall (i) any Credit Party be required to xxxxx x Xxxx on any Excluded Assets or (ii) any Foreign Subsidiary be required to guaranty the Obligations or xxxxx x Xxxx on any of its assets to secure the Obligations if such guaranty or Lien may result in a manner consistent with the assets “deemed dividend” to any of the other corresponding Loan Parties that constitute CollateralCredit Parties; and (iib) each owner of the Equity Interests Stock of any such Subsidiary to execute and deliver promptly and in any event within 10 three (3) Business Days after the formation or acquisition of such Subsidiary a joinder to the Pledge Amendment or other comparable document (as defined Agreement substantially in the applicable Security Documents)form attached as Annex I to the Pledge Agreement, together with (A) if applicablecertificates evidencing, certificates evidencing (x) in the case such Subsidiary is a Domestic Subsidiary, all of the Equity Interests Stock of such Subsidiary, and (y) in the case such Subsidiary is a directly owned Foreign Subsidiary, all of the non-voting Stock and sixty-five percent (65%) of the voting Stock of such Subsidiary, (B) if applicable, undated stock powers or other appropriate instruments of assignment executed in blank with signature guaranteed, (C) such opinions opinion of counsel and such approving certificate of such Subsidiary as the Collateral Agent may reasonably request in respect of complying with any legend on any such certificate or any other matter relating to such shares, and (D) prior to the Discharge of Term Obligations, to the extent delivered to the Senior Secured Notes Trustee or the DIP Term Loan Agent, as applicable, and thereafter, at the request of Agent, such other agreements, instruments, approvals approvals, legal opinions or other documents reasonably requested by Agent; provided that (i) the Collateral provisions contained in clauses (A) and (B) of this paragraph shall not apply until the date upon which the Discharge of Term Obligations has occurred, (ii) until the date upon which the Discharge of Term Obligations has occurred, the opinion and certificate referred to in clause (C) of this paragraph shall be, in each case, limited in scope and substance to the opinion and certificate, if any, delivered to the Senior Secured Notes Trustee or the DIP Term Loan Agent. , as applicable, in connection with any pledge of such Subsidiary pursuant to the Senior Secured Notes Documents or the DIP Term Loan Documents, and (iii) Notwithstanding the foregoing, in no CFC of a Loan event shall any Credit Party shall be required to become a Loan Party hereunder (and, as such, shall not be required to deliver the documents required by clause (i) above) and no Equity Interests of such CFC shall be required to be pledged or otherwise subject to a Lien under the Loan Documents if in xxxxx x Xxxx on any such case (x) adverse tax consequences could reasonably be expected to result therefrom or (y) such guarantee is prohibited by any Requirement of Law; provided, however, that if the Equity Interests of such CFC are owned by a Loan Party, such Loan Party shall deliver, all such documents, instruments, agreements (excluding any pledge agreement or other security document governed by the laws of any jurisdiction other than a jurisdiction of the United States), and certificates described in clause (ii) above to the Collateral Agent, and take all actions reasonably requested by the Collateral Agent or otherwise necessary to grant and to perfect a first-priority Lien (subject to Permitted Liens) in favor of the Collateral Agent, for the benefit of the Agents and the Lenders, in sixty five percent (65%) of the voting Equity Interests of such CFC and one hundred percent (100%) of all other Equity Interests of such CFC owned by such Loan PartyExcluded Assets.

Additional Guaranties and Collateral Security. Cause: (i) subject to applicable Gaming Laws, each Subsidiary (other than any Excluded Subsidiary) of any Loan Party that is not in existence on (the “New Subsidiary”) formed or acquired after the Effective Date, Date to execute and deliver to the Collateral Agent promptly and in any event within 10 3 Business Days after the formation, formation or acquisition or change in status thereof, thereof (A) a Joinder Agreement, pursuant to which such Subsidiary shall be made a party to this Agreement as a Guarantor or a Borrower, as applicable (provided that Guaranty guaranteeing the Accounts Receivable or Inventory of any new Borrower shall not be included in the Borrowing Base until the applicable conditions set forth in the definitions of Eligible Accounts Receivable and Eligible Inventory are satisfied)Obligations, (B) a supplement Security Agreement, together with (x) if such New Subsidiary has any Domestic Subsidiaries, (I) certificates (if any) evidencing all of the Capital Stock of such Subsidiary owned by such New Subsidiary, (II) undated stock powers executed in blank, and (III) such opinions of counsel and such approving certificate of such Subsidiary as either Agent may reasonably request in respect of complying with any legend on any such certificate or any other matter relating to such shares, and (y) if such New Subsidiary has any first-tier Subsidiaries that are CFCs, (I) certificates (if any) evidencing all (or, 65% of the outstanding voting Capital Stock of such Subsidiary if pledging or hypothecating more than 65% of the total outstanding voting Capital Stock of such Subsidiary reasonably could be expected to result in material adverse tax consequences to the Security AgreementLoan Parties) of the outstanding voting Capital Stock of such Subsidiary, (II) undated stock powers executed in blank with signature guaranteed, and (III) such opinions of counsel and such approving certificate of such Subsidiary as either Agent may reasonably request in respect of complying with any legend on any such certificate or any other matter relating to such shares, (C) if such New Subsidiary has a fee interest in any real property that would constitute After Acquired Property if it were acquired by a Loan Party, one or more Mortgages creating on the such real property of such Subsidiary a perfected, first priority Lien on such real property, a Title Insurance Policy covering such real property, a current ALTA survey of such real property and a surveyor’s certificate, a Phase I Environmental Site Assessment with respect to the extent required by Section 7.01(o)such real property, and such other Real Property Deliverables as may be required by certified to the Collateral Agent by a company reasonably satisfactory to the Collateral Agent, each in form and substance reasonably satisfactory to the Agents, together with such other agreements, instruments and documents as either Agent may reasonably require whether comparable to the documents required under Section 7.01(o) or otherwise, and (D) such other agreements, instruments, approvals approvals, legal opinions, or other documents reasonably requested by the Collateral either Agent in order to create, perfect, establish the first priority of or otherwise protect any Lien purported to be covered by any such Security Documents Agreement or Mortgage, or otherwise to effect the intent that such New Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of such New Subsidiary shall become Collateral for the Obligations Obligations; provided that the foregoing Guaranty and Security Agreement shall not be required to be provided to the Collateral Agent with respect to any New Subsidiary of a Loan Party that is a CFC if providing such documents would result in a manner consistent with material adverse tax consequences to the assets of the other corresponding Loan Parties that constitute CollateralParties; and (ii) subject to applicable Gaming Laws, each Loan Party that is the owner of the Equity Interests Capital Stock of any such New Subsidiary to execute and deliver promptly and in any event within 10 3 Business Days after the formation or acquisition of such New Subsidiary a Pledge Amendment or other comparable document joinder to the Security Agreement (as defined in the applicable Security Documentsif it is not already a party thereto), together with (A) if applicablesuch New Subsidiary is not a CFC or is a CFC and the pledge of 100% of the voting Capital Stock of such CFC would not result in material adverse tax consequences to the Loan Parties, (w) certificates (if any) evidencing all of the Equity Interests Capital Stock of such New Subsidiary, (Bx) if applicable, undated stock powers or other appropriate instruments of or assignment executed in blank with signature guaranteed, (Cy) such opinions of counsel and such approving certificate of such New Subsidiary as the Collateral Agent Agents may reasonably request in respect of complying with any legend on any such certificate or any other matter relating to such shares, and (Dz) such other agreements, instruments, approvals approvals, legal opinions, or other documents, or (B) if such New Subsidiary is a CFC and the granting of a pledge of more than 65% of the voting Capital Stock of such CFC would result in material adverse tax consequences to the Loan Parties, (w) certificates (if any) evidencing 65% of the outstanding voting Capital Stock of such New Subsidiary, (x) undated stock powers or other appropriate instruments or assignment executed in blank with signature guarantee, (y) such opinions of counsel and such approving certificate of such New Subsidiary as the Agents may reasonably request in respect of complying with any legend on any such certificate or any other matter relating to such shares, and (z) such other agreements, instruments, approvals, legal opinions, or other documents reasonably requested by either Agent. Anything to the Collateral Agent. (iii) Notwithstanding contrary contained in the foregoingforegoing notwithstanding, no CFC the pledge of a Loan Party the Capital Stock of the New Subsidiary and the pledge of the Capital Stock of any Subsidiary of the New Subsidiary shall be required to become a Loan Party hereunder (and, as such, shall not be required to deliver the documents required by clause (i) above) and no Equity Interests of such CFC shall be required to be pledged or otherwise subject to a Lien under receipt of applicable approvals from Gaming Authorities, which approvals the Loan Documents if in any such case (x) adverse tax consequences could reasonably be expected Parties shall use commercially reasonable best efforts to result therefrom or (y) such guarantee is prohibited by any Requirement of Law; provided, however, that if the Equity Interests of such CFC are owned by a Loan Party, such Loan Party shall deliver, all such documents, instruments, agreements (excluding any pledge agreement or other security document governed by the laws of any jurisdiction other than a jurisdiction of the United States), and certificates described in clause (ii) above to the Collateral Agent, and take all actions reasonably requested by the Collateral Agent or otherwise necessary to grant and to perfect a first-priority Lien (subject to Permitted Liens) in favor of the Collateral Agent, for the benefit of the Agents and the Lenders, in sixty five percent (65%) of the voting Equity Interests of such CFC and one hundred percent (100%) of all other Equity Interests of such CFC owned by such Loan Partyobtain.

Additional Guaranties and Collateral Security. Cause: (i) each Subsidiary (other than any Excluded Subsidiary) of any Loan Party that is not in existence on the Effective Date, Date to execute and deliver to the Collateral Agent promptly and in any event within 10 Business Days 3 days after the formation, acquisition or change in status thereof, thereof (A) a Joinder Agreement, pursuant to which such Subsidiary shall be made a party to this Agreement as a Guarantor or a Borrower, as applicable (provided that Guaranty guaranteeing the Accounts Receivable or Inventory of any new Borrower shall not be included in the Borrowing Base until the applicable conditions set forth in the definitions of Eligible Accounts Receivable and Eligible Inventory are satisfied)Obligations, (B) a supplement to the Security Agreement, (C) if such Subsidiary has any Subsidiaries, a Pledge Agreement together with (x) certificates evidencing all of the Capital Stock of any Person owned by such Subsidiary, (y) undated stock powers executed in blank with signature guaranteed, and (z) such opinion of counsel and such approving certificate of such Subsidiary as the Agent may reasonably request in respect of complying with any legend on any such certificate or any other matter relating to such shares, (D) one or more Mortgages creating on the real property of such Subsidiary a perfected, first priority Lien on such real property property, a Title Insurance Policy covering such real property, a current ALTA survey thereof and a surveyor's certificate, each in form and substance satisfactory to the extent Agent, together with such other agreements, instruments and documents as the Agent may require whether comparable to the documents required by under Section 7.01(o)) or otherwise, (E) any Canadian Security Documents, if applicable, and such other Real Property Deliverables as may be required by the Collateral Agent and (DF) such other agreements, instruments, approvals approvals, legal opinions or other documents reasonably requested by the Collateral Agent in order to create, perfect, establish the first priority of or otherwise protect any Lien purported to be covered by any such Security Documents Agreement, Pledge Agreement or Mortgage or Canadian Security Document or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of such Subsidiary shall become Collateral for the Obligations in a manner consistent with the assets of the other corresponding Loan Parties that constitute CollateralObligations; and (ii) each owner of the Equity Interests Capital Stock of any such Subsidiary to execute and deliver promptly and in any event within 10 Business Days 3 days after the formation or acquisition of such Subsidiary a Pledge Amendment or other comparable document (as defined in the applicable Security Documents)Agreement, together with (A) if applicable, certificates evidencing all of the Equity Interests Capital Stock of such Subsidiary, (B) if applicable, undated stock powers or other appropriate instruments of assignment executed in blank with signature guaranteed, (C) such opinions opinion of counsel and such approving certificate of such Subsidiary as the Collateral Agent may reasonably request in respect of complying with any legend on any such certificate or any other matter relating to such shares and (D) such other agreements, instruments, approvals approvals, legal opinions or other documents reasonably requested by the Collateral Agent. (iii) Notwithstanding the foregoing, no CFC of a Loan Party shall be required to become a Loan Party hereunder (and, as such, shall not be required to deliver the documents required by clause (i) above) and no Equity Interests of such CFC shall be required to be pledged or otherwise subject to a Lien under the Loan Documents if in any such case (x) adverse tax consequences could reasonably be expected to result therefrom or (y) such guarantee is prohibited by any Requirement of Law; provided, however, that if the Equity Interests of such CFC are owned by a Loan Party, such Loan Party shall deliver, all such documents, instruments, agreements (excluding any pledge agreement or other security document governed by the laws of any jurisdiction other than a jurisdiction of the United States), and certificates described in clause (ii) above to the Collateral Agent, and take all actions reasonably requested by the Collateral Agent or otherwise necessary to grant and to perfect a first-priority Lien (subject to Permitted Liens) in favor of the Collateral Agent, for the benefit of the Agents and the Lenders, in sixty five percent (65%) of the voting Equity Interests of such CFC and one hundred percent (100%) of all other Equity Interests of such CFC owned by such Loan Party.

Additional Guaranties and Collateral Security. Cause: (i) each wholly owned Subsidiary (other than any Excluded Subsidiary) of any Loan Party that is not in existence on the Effective Date, to execute and deliver to the Collateral Agent promptly and in any event within 10 3 Business Days after the formation, acquisition or change in status thereof, thereof (A) a Joinder Agreement, pursuant to which such Subsidiary shall be made a party to this Agreement as a Guarantor or a Borrower, as applicable (provided that Guaranty guaranteeing the Accounts Receivable or Inventory of any new Borrower shall not be included in the Borrowing Base until the applicable conditions set forth in the definitions of Eligible Accounts Receivable and Eligible Inventory are satisfied)Obligations, (B) a supplement to the Security Agreement, (C) if such Subsidiary has any Subsidiaries, a Pledge Agreement together with (x) certificates evidencing all of the Capital Stock of any Person owned by such Subsidiary (other than a Foreign Subsidiary) and, in the case of a Foreign Subsidiary, all of the non-voting Capital Stock and 65% of the voting Capital Stock of such Foreign Subsidiary, (y) undated stock powers executed in blank with signature guaranteed, and (z) such opinion of counsel and such approving certificate of such Subsidiary as the Collateral Agent may reasonably request in respect of complying with any legend on any such certificate or any other matter relating to such shares; provided that (i) the provisions contained in clauses (x) and (y) of this clause (C) shall not apply until the date upon which the Discharge of Term Obligations has occurred, and (ii) until the date upon which the Discharge of Term Obligations has occurred, the opinion and certificate referred to in clause (z) of this clause (C) shall be, in each case, limited in scope and substance to the opinion and certificate, if any, delivered to the trustee for the holders of the Senior Secured Notes in connection with such Subsidiary becoming party to any Senior Secured Notes Document, (D) (1) prior to the Discharge of Term Obligations, to the extent mortgages are delivered creating on the owned real property of such Subsidiary a perfected first priority security interest securing the Senior Secured Notes, one or more Mortgages creating on the such real property a perfected second priority Lien on such property, and thereafter, at the request of the Collateral Agent, one or more Mortgages creating on such Subsidiary real property a perfected, first priority Lien on such real property and (2) prior to the Discharge of Term Obligations, to the extent required by Section 7.01(o)delivered to the trustee for the holders of the Senior Secured Notes, and thereafter, at the request of the Collateral Agent, a Title Insurance Policy covering such real property, a current ALTA survey thereof and a surveyor's certificate, each in form and substance reasonably satisfactory to the Collateral Agent, together with such other Real Property Deliverables agreements, instruments and documents as may be required by the Collateral Agent and may require whether comparable to the documents required under Section 7.01(v) or otherwise, (DE) such other agreements, instruments, approvals approvals, legal opinions or other documents reasonably requested by the Collateral Agent in order to create, perfect, establish the first priority of or otherwise protect any Lien purported to be covered by any such Security Documents Agreement or Pledge Agreement or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of such Subsidiary shall become Collateral for the Obligations; provided, however, that in no event shall (a) any Loan Party be required to xxxxx x Xxxx on any Excluded Assets or (b) any Foreign Subsidiary be required to guaranty the Obligations or xxxxx x Xxxx on any of its assets to secure the Obligations if such guaranty or Lien shall result in a manner consistent with the assets "deemed dividend" to any of the other corresponding Loan Parties that constitute CollateralParties; and (ii) each owner of the Equity Interests Capital Stock of any such Subsidiary to execute and deliver promptly and in any event within 10 3 Business Days after the formation or acquisition of such Subsidiary a Pledge Amendment or other comparable document (as defined in the applicable Security Documents)Agreement, together with (A) if applicablecertificates evidencing, certificates evidencing (x) in the case such Subsidiary is a Domestic Subsidiary, all of the Equity Interests Capital Stock of such Subsidiary, and (y) in the case such Subsidiary is a directly owned Foreign Subsidiary, all of the non-voting Capital Stock and 65% of the voting Capital Stock of such Subsidiary, (B) if applicable, undated stock powers or other appropriate instruments of assignment executed in blank with signature guaranteed, (C) such opinions of counsel as the Collateral Agent may reasonably request and (D) such other agreements, instruments, approvals or other documents reasonably requested by the Collateral Agent. (iii) Notwithstanding the foregoing, no CFC of a Loan Party shall be required to become a Loan Party hereunder (and, as such, shall not be required to deliver the documents required by clause (i) above) and no Equity Interests of such CFC shall be required to be pledged or otherwise subject to a Lien under the Loan Documents if in any such case (x) adverse tax consequences could reasonably be expected to result therefrom or (y) such guarantee is prohibited by any Requirement of Law; provided, however, that if the Equity Interests of such CFC are owned by a Loan Party, such Loan Party shall deliver, all such documents, instruments, agreements (excluding any pledge agreement or other security document governed by the laws of any jurisdiction other than a jurisdiction of the United States), and certificates described in clause (ii) above to the Collateral Agent, and take all actions reasonably requested by the Collateral Agent or otherwise necessary to grant and to perfect a first-priority Lien (subject to Permitted Liens) in favor of the Collateral Agent, for the benefit of the Agents and the Lenders, in sixty five percent (65%) of the voting Equity Interests of such CFC and one hundred percent (100%) of all other Equity Interests of such CFC owned by such Loan Party.,

Additional Guaranties and Collateral Security. Cause: (i) each Subsidiary (other than any an Excluded Subsidiary) of any Loan Party that is (x) not in existence on the Effective Date or which otherwise becomes a Subsidiary (other than an Excluded Subsidiary) of any Loan Party after the Effective Date, or (y) which is an Excluded Subsidiary and then ceases to be an Excluded Subsidiary at any time after the Effective Date (each, a “New Subsidiary”), to execute and deliver to the Collateral Administrative Agent promptly and in any event within 10 Business Days thirty (30) days (or such longer period as the Administrative Agent may agree in its sole discretion) after the formation, acquisition or change in status thereofthereof (except with respect to clause (C) below, which the Loan Parties shall have sixty (60) days (or such longer period as the Administrative Agent may agree in its sole discretion) to comply with, provided that the Loan Parties shall deliver the items required by clause (C) below in accordance with Section 7.01(o)); (A) a Joinder Agreement, pursuant to which such Subsidiary shall be made a party to this Agreement as a Guarantor Borrower or a Borrower, as applicable (provided that the Accounts Receivable or Inventory of any new Borrower shall not be included in the Borrowing Base until the applicable conditions set forth in the definitions of Eligible Accounts Receivable and Eligible Inventory are satisfied), Guarantor; (B) a supplement to the Security Agreement, together with (1) certificates (if any) evidencing all of the Equity Interests of all Subsidiaries owned by such New Subsidiary, (2) undated stock powers executed in blank, if applicable, and (3) such opinions of counsel and such approving certificate of such Subsidiaries as the Administrative Agent or the Required Lenders may reasonably request in respect of complying with any legend on any such certificate or any other matter relating to such shares; (C) if such New Subsidiary has any Material Real Estate Asset, one or more Mortgages creating on the such real property of such Subsidiary a perfected, first priority Lien on such real property property, a Title Insurance Policy covering such real property, a current ALTA survey thereof and a surveyor’s certificate, each in form and substance reasonably satisfactory to the extent required by Required Lenders, together with such other agreements, instruments and documents as the Collateral Agent or the Required Lenders may require under Section 7.01(o), and such other Real Property Deliverables as may be required by the Collateral Agent and ; (D) such other agreements, instruments, approvals or other documents reasonably requested by the Collateral Agent or the Required Lenders in order to create, perfect, establish the first priority of or otherwise protect any Lien purported to be covered by any such Security Documents Agreement or Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets Property (other than Excluded Assets (as defined in the Security Agreement)) of such New Subsidiary shall become Collateral for the Obligations in a manner consistent with the assets of the other corresponding Loan Parties that constitute Collateral; andObligations; (ii) each Loan Party that is an owner of the Equity Interests of any such New Subsidiary to execute and deliver promptly (and in any event within 10 Business Days thirty (30) days (or such longer period as the Administrative Agent may agree in its sole discretion) after the formation or acquisition or change in status of such Subsidiary New Subsidiary) a Pledge Amendment or other comparable document (as defined in the applicable Security DocumentsAgreement), together with (A) certificates (if applicable, certificates any) evidencing all of the Equity Interests of such Subsidiary, (B) if applicable, undated stock powers or other appropriate instruments of assignment executed in blank with signature guaranteedblank, if applicable, (C) such opinions of counsel and such approving certificate of such New Subsidiary as the Collateral Agent or the Required Lenders may reasonably request in respect of complying with any legend on any such certificate or any other matter relating to such shares and (D) such other agreements, instruments, approvals approvals, legal opinions, or other documents reasonably requested by the Collateral Agent.; and (iii) Notwithstanding anything to the foregoingcontrary in the Loan Documents, in no CFC of a Loan Party event shall any Excluded Subsidiary be required to become a Loan Party hereunder (and, Borrower or Guarantor for so long as such, shall not be required to deliver the documents required by clause (i) above) and no Equity Interests of such CFC shall be required to be pledged or otherwise subject to a Lien under the Loan Documents if in any such case (x) adverse tax consequences could reasonably be expected to result therefrom or (y) such guarantee is prohibited by any Requirement of Law; provided, however, that if the Equity Interests of such CFC are owned by a Loan Party, such Loan Party shall deliver, all such documents, instruments, agreements (excluding any pledge agreement or other security document governed by the laws of any jurisdiction other than a jurisdiction of the United States), and certificates described in clause (ii) above to the Collateral Agent, and take all actions reasonably requested by the Collateral Agent or otherwise necessary to grant and to perfect a first-priority Lien (subject to Permitted Liens) in favor of the Collateral Agent, for the benefit of the Agents and the Lenders, in sixty five percent (65%) of the voting Equity Interests of such CFC and one hundred percent (100%) of all other Equity Interests of such CFC owned by such Loan Partyit remains an Excluded Subsidiary.

Additional Guaranties and Collateral Security. Cause: (i) each Subsidiary (other than any Excluded Subsidiary) of any Loan Party that is not in existence on the Effective Date, to execute and deliver to the Collateral Agent promptly promptly, and in any event within 10 three Business Days after the formation, acquisition or change in status thereofthereof (or such other deadline as the Origination Agent may agree to), (AA)(x) a Joinder Agreement, pursuant to which such Subsidiary shall be made a party to this Agreement as a Guarantor or and (y) a BorrowerGuaranty, as applicable (provided that to the Accounts Receivable or Inventory of any new Borrower shall not be included in the Borrowing Base until extent required under the applicable conditions set forth in the definitions of Eligible Accounts Receivable and Eligible Inventory are satisfied)Laws, (B) a Security Document or a supplement to the applicable existing Security AgreementDocuments, together with (x) certificates, if any, evidencing all of the Equity Interests of any Person owned by such Subsidiary, (y) to the extent certificates for the Equity Interests exist, undated stock powers executed in blank with signature guaranteed, and (z) such opinion of counsel and such approving certificate of such Subsidiary as the Origination Agent may reasonably request in respect of complying with any legend on any such certificate or any other matter relating to such shares, (C) Credit Card Acknowledgements with respect to any Credit Card Agreements of such Subsidiary, (D) one or more Mortgages creating on the real property any Material Real Property of such Subsidiary a perfected, first priority Lien (subject only to Permitted Liens) on such real property to the extent required by Section 7.01(o), and such other Real Property Estate Deliverables as the Origination Agent may be required by the Collateral Agent reasonably require with respect to such real property, and (DE) such other agreements, instruments, approvals approvals, legal opinions or other documents reasonably requested by the Collateral Origination Agent in order to create, perfect, establish the first priority of (subject only to Permitted Liens) or otherwise protect any Lien purported to be covered by any such Security Documents Document or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that substantially all property and assets of such Subsidiary shall become Collateral for the Obligations in a manner consistent with the assets of the other corresponding Loan Parties that constitute CollateralObligations; and (ii) each owner of the Equity Interests of any such Subsidiary of a Loan Party to execute and deliver promptly and in any event within 10 three Business Days after the formation or acquisition of such Subsidiary (or such later deadline as the Origination Agent may agree to) a Pledge Amendment Security Document or other comparable document (supplement to an existing Security Document, as defined applicable, creating a security interest in the applicable Security Documents)such Equity Interests, together with (A) certificates, if applicableany, certificates evidencing all of the Equity Interests of such Subsidiary, (B) if applicableto the extent certificates for Equity Interests exist, undated stock powers or other appropriate instruments of assignment executed in blank with signature guaranteed, (C) such opinions opinion of counsel and such approving certificate of such Subsidiary as the Collateral Origination Agent may reasonably request in respect of complying with any legend on any such certificate or any other matter relating to such shares and (D) such other agreements, instruments, approvals approvals, legal opinions or other documents with respect thereto reasonably requested by the Collateral Origination Agent. (iii) Notwithstanding the foregoing, no CFC of a Loan Party shall be required to become a Loan Party hereunder (and, as such, shall not be required to deliver the documents required by clause (i) above) and no Equity Interests of such CFC shall be required to be pledged or otherwise subject to a Lien under the Loan Documents if in any such case (x) adverse tax consequences could reasonably be expected to result therefrom or (y) such guarantee is prohibited by any Requirement of Law; provided, however, that if the Equity Interests of such CFC are owned by a Loan Party, such Loan Party shall deliver, all such documents, instruments, agreements (excluding any pledge agreement or other security document governed by the laws of any jurisdiction other than a jurisdiction of the United States), and certificates described in clause (ii) above to the Collateral Agent, and take all actions reasonably requested by the Collateral Agent or otherwise necessary to grant and to perfect a first-priority Lien (subject to Permitted Liens) in favor of the Collateral Agent, for the benefit of the Agents and the Lenders, in sixty five percent (65%) of the voting Equity Interests of such CFC and one hundred percent (100%) of all other Equity Interests of such CFC owned by such Loan Party.

Additional Guaranties and Collateral Security. Cause: (i) each Subsidiary (other than an Excluded Subsidiary; provided that the Administrative Agent shall have the right to require each such Excluded Subsidiary to become a Loan Party at any time on fifteen (15) days’ notice) of any Loan Party (x) not in existence on the Effective Date or which otherwise becomes a Subsidiary (other than an Excluded Subsidiary) of any Loan Party that is not in existence on after the Effective Date, or (y) which is an Excluded Subsidiary and then ceases to be an Excluded Subsidiary at any time after the Effective Date (each, a “New Subsidiary”), to execute and deliver to the Collateral Administrative Agent promptly and in any event within 10 Business Days thirty (30) days after the formation, acquisition or change in status thereofthereof (except with respect to clause (C) below, which the Loan Parties shall have sixty (60) days to comply with, provided that the Loan Parties shall deliver the items required by clause (C) below in accordance with Section 7.01(o)); (A) a Joinder Agreement, pursuant to which such Subsidiary shall be made a party to this Agreement as a Guarantor Borrower or a Borrower, as applicable (provided that the Accounts Receivable or Inventory of any new Borrower shall not be included in the Borrowing Base until the applicable conditions set forth in the definitions of Eligible Accounts Receivable and Eligible Inventory are satisfied), Guarantor; (B) a supplement to the Security Agreement, together with (1) certificates (if any) evidencing all of the Equity Interests of all Subsidiaries owned by such New Subsidiary, (2) undated stock powers executed in blank and (3) such opinions of counsel and such approving certificate of such Subsidiaries as the Administrative Agent or the Required Lenders may reasonably request in respect of complying with any legend on any such certificate or any other matter relating to such shares; (C) if such New Subsidiary has any Material Real Estate Asset, one or more Mortgages creating on the such real property of such Subsidiary a perfected, first priority Lien on such real property property, a Title Insurance Policy covering such real property, a current ALTA survey thereof and a surveyor’s certificate, each in form and substance reasonably satisfactory to the extent required by Required Lenders, together with such other agreements, instruments and documents as the Collateral Agent or the Required Lenders may require under Section 7.01(o), and such other Real Property Deliverables as may be required by the Collateral Agent and ; (D) such other agreements, instruments, approvals or other documents reasonably requested by the Collateral Agent or the Required Lenders in order to create, perfect, establish the first priority of or otherwise protect any Lien purported to be covered by any such Security Documents Agreement or Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets Property (other than Excluded Assets (as defined in the Security Agreement)) of such New Subsidiary shall become Collateral for the Obligations in a manner consistent with the assets of the other corresponding Loan Parties that constitute Collateral; andObligations; (ii) each Loan Party that is an owner of the Equity Interests of any such New Subsidiary to execute and deliver promptly (and in any event within 10 fifteen (15) Business Days after the formation or acquisition or change in status of such Subsidiary New Subsidiary) a Pledge Amendment or other comparable document (as defined in the applicable Security DocumentsAgreement), together with (A) certificates (if applicable, certificates any) evidencing all of the Equity Interests of such Subsidiary, (B) if applicable, undated stock powers or other appropriate instruments of assignment executed in blank with signature guaranteedblank, (C) such opinions of counsel and such approving certificate of such New Subsidiary as the Collateral Agent or the Required Lenders may reasonably request in respect of complying with any legend on any such certificate or any other matter relating to such shares and (D) such other agreements, instruments, approvals approvals, legal opinions, or other documents reasonably requested by the Collateral Agent.; and (iii) Notwithstanding anything to the foregoingcontrary in the Loan Documents, in no CFC of a Loan Party event shall any Excluded Subsidiary be required to become a Loan Party hereunder (and, Borrower or Guarantor for so long as such, shall not be required to deliver the documents required by clause (i) above) and no Equity Interests of such CFC shall be required to be pledged or otherwise subject to a Lien under the Loan Documents if in any such case (x) adverse tax consequences could reasonably be expected to result therefrom or (y) such guarantee is prohibited by any Requirement of Law; provided, however, that if the Equity Interests of such CFC are owned by a Loan Party, such Loan Party shall deliver, all such documents, instruments, agreements (excluding any pledge agreement or other security document governed by the laws of any jurisdiction other than a jurisdiction of the United States), and certificates described in clause (ii) above to the Collateral Agent, and take all actions reasonably requested by the Collateral Agent or otherwise necessary to grant and to perfect a first-priority Lien (subject to Permitted Liens) in favor of the Collateral Agent, for the benefit of the Agents and the Lenders, in sixty five percent (65%) of the voting Equity Interests of such CFC and one hundred percent (100%) of all other Equity Interests of such CFC owned by such Loan Partyit remains an Excluded Subsidiary.

Additional Guaranties and Collateral Security. Cause: (i) each Subsidiary (other than any Excluded Subsidiary) of any Loan Party that is not in existence on (the Effective Date, "New Subsidiary") to execute and deliver to the Collateral Agent promptly and in any event within 10 Business Days 20 days (or such longer period (which longer period shall not exceed 15 days) as the Collateral Agent is willing, in its Permitted Discretion, to accommodate from time to time) after the formation, formation or acquisition or change in status thereof, thereof (A) a Joinder Agreement, pursuant to which such Subsidiary shall be made a party to this Agreement as a Guarantor or a Borrower, as applicable (provided that Guaranty guaranteeing the Accounts Receivable or Inventory of any new Borrower shall not be included in the Borrowing Base until the applicable conditions set forth in the definitions of Eligible Accounts Receivable and Eligible Inventory are satisfied)Obligations, (B) a supplement to the Security Agreement, together with (x) if such New Subsidiary has any Domestic Subsidiaries, (I) certificates (if any) evidencing all of the Capital Stock of such Subsidiary owned by such New Subsidiary, (II) undated stock powers executed in blank, and (III) such opinions of counsel and such approving certificate of such Subsidiary as either Agent may reasonably request in respect of complying with any legend on any such certificate or any other matter relating to such shares, and (y) if such New Subsidiary has any first-tier Subsidiaries that are CFCs, (I) certificates (if any) evidencing all (or, 65% of the outstanding voting Capital Stock of such Subsidiary if pledging or hypothecating more than 65% of the total outstanding voting Capital Stock of such Subsidiary reasonably could be expected to result in material adverse tax consequences as determined by the Agents in consultation with the Loan Parties) of the outstanding voting Capital Stock of such Subsidiary, (II) undated stock powers executed in blank with signature guaranteed, and (III) such opinions of counsel and such approving certificate of such Subsidiary as either Agent may reasonably request in respect of complying with any legend on any such certificate or any other matter relating to such shares, (C) if such New Subsidiary has a fee interest in any real property that would constitute After Acquired Real Property if it were acquired by a Loan Party, one or more Mortgages creating on the such real property of such Subsidiary a perfected, first priority Lien on such real property, a Title Insurance Policy covering such real property, a current ALTA survey of such real property and a surveyor's certificate, a Phase I Environmental Site Assessment with respect to the extent required by Section 7.01(o)such real property, and such other Real Property Deliverables as may be required by certified to the Collateral Agent by a company reasonably satisfactory to the Collateral Agent, each in form and substance reasonably satisfactory to the Agents, together with such other agreements, instruments and documents as the either Agent may reasonably require whether comparable to the documents required under Section 7.01(o) or otherwise; provided that the Agents shall not require a Mortgage and other documents for any parcel of real property if the mortgage recording tax associated therewith is material (in the reasonable judgment of the Agents) in relation to the Current Value of such real property, and (D) such other agreements, instruments, approvals approvals, legal opinions, or other documents reasonably requested by the Collateral either Agent in order to create, perfect, establish the first priority of or otherwise protect any Lien purported to be covered by any such Security Documents Agreement or Mortgage, or otherwise to effect the intent that such New Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of such New Subsidiary shall become Collateral for the Obligations Obligations; provided that the foregoing Guaranty and Security Agreement shall not be required to be provided to the Collateral Agent with respect to any New Subsidiary of a Loan Party that is a CFC if providing such documents would result in a manner consistent material adverse tax consequences as determined by the Agents in consultation with the assets of the other corresponding Loan Parties that constitute CollateralParties; and (ii) each Loan Party that is the owner of the Equity Interests Capital Stock of any such New Subsidiary to execute and deliver promptly and in any event within 10 Business Days 20 days (or such longer period (which longer period shall not exceed 15 days) as the Collateral Agent is willing, in its Permitted Discretion, to accommodate from time to time) after the formation or acquisition of such New Subsidiary a Pledge Amendment or other comparable document joinder to the Security Agreement (as defined in the applicable Security Documentsif it is not already a party thereto), together with (A) if applicablesuch New Subsidiary is not a CFC or is a CFC and the pledge of 100% of the voting Capital Stock of such CFC would not result in material adverse tax consequences as determined by the Agents in consultation with the Loan Parties, (w) certificates (if any) evidencing all of the Equity Interests Capital Stock of such New Subsidiary, (Bx) if applicable, undated stock powers or other appropriate instruments of or assignment executed in blank with signature guaranteed, (Cy) such opinions of counsel and such approving certificate of such New Subsidiary as the Collateral Agent Agents may reasonably request in respect of complying with any legend on any such certificate or any other matter relating to such shares, and (Dz) such other agreements, instruments, approvals approvals, legal opinions, or other documents, or (B) if such New Subsidiary is a CFC and the granting of a pledge of more than 65% of the voting Capital Stock of such CFC would result in material adverse tax consequences as determined by the Agents in consultation with the Loan Parties, (w) certificates (if any) evidencing 65% of the outstanding voting Capital Stock of such New Subsidiary, (x) undated stock powers or other appropriate instruments or assignment executed in blank with signature guarantee, (y) such opinions of counsel and such approving certificate of such New Subsidiary as the Agents may reasonably request in respect of complying with any legend on any such certificate or any other matter relating to such shares, and (z) such other agreements, instruments, approvals, legal opinions, or other documents reasonably requested by the Collateral either Agent. (iii) Notwithstanding the foregoing, no CFC of a Loan Party shall be required to become a Loan Party hereunder (and, as such, shall not be required to deliver the documents required by clause (i) above) and no Equity Interests of such CFC shall be required to be pledged or otherwise subject to a Lien under the Loan Documents if in any such case (x) adverse tax consequences could reasonably be expected to result therefrom or (y) such guarantee is prohibited by any Requirement of Law; provided, however, that if the Equity Interests of such CFC are owned by a Loan Party, such Loan Party shall deliver, all such documents, instruments, agreements (excluding any pledge agreement or other security document governed by the laws of any jurisdiction other than a jurisdiction of the United States), and certificates described in clause (ii) above to the Collateral Agent, and take all actions reasonably requested by the Collateral Agent or otherwise necessary to grant and to perfect a first-priority Lien (subject to Permitted Liens) in favor of the Collateral Agent, for the benefit of the Agents and the Lenders, in sixty five percent (65%) of the voting Equity Interests of such CFC and one hundred percent (100%) of all other Equity Interests of such CFC owned by such Loan Party.

Additional Guaranties and Collateral Security. Cause: (i) each Subsidiary (other than any Excluded Subsidiary) of any Loan Party that is (other than an Excluded Subsidiary) not in existence on the Effective DateDate (a “New Subsidiary”), to execute and deliver to the Collateral Administrative Agent promptly and in any event within 10 Business Days forty-five (45) days after the formation, acquisition or change in status thereofthereof (except with respect to clause (C) below, which the Loan Parties shall have sixty (60) days to comply with, provided that the Loan Parties shall deliver the items required by clause (C) below in accordance with Section 7.01(o)), (A) a Joinder Agreement, pursuant to which such Subsidiary shall be made a party to this Agreement as a Guarantor Borrower or a Borrower, as applicable (provided that the Accounts Receivable or Inventory of any new Borrower shall not be included in the Borrowing Base until the applicable conditions set forth in the definitions of Eligible Accounts Receivable and Eligible Inventory are satisfied), Guarantor, (B) a supplement to the Security Agreement, together with (1) certificates (if any) evidencing all of the Equity Interests of such Domestic Subsidiaries owned by such New Subsidiary, (2) undated stock powers executed in blank and (3) such opinions of counsel and such approving certificate of such Subsidiaries as the Administrative Agent or the Required Lenders may reasonably request in respect of complying with any legend on any such certificate or any other matter relating to such shares, (C) if such New Subsidiary has a fee interest in any real property that would constitute After Acquired Property with a Current Value in excess of $500,000 if it were acquired by a Loan Party, if requested by the Administrative Agent or the Required Lenders, one or more Mortgages creating on the such real property of such Subsidiary a perfected, first priority Lien on such real property property, a Title Insurance Policy covering such real property, a current ALTA survey thereof and a surveyor’s certificate, each in form and substance reasonably satisfactory to the extent required by Required Lenders, together with such other agreements, instruments and documents as the Collateral Agent or the Required Lenders may require under Section 7.01(o), and such other Real Property Deliverables as may be required by the Collateral Agent and , (D) such other agreements, instruments, approvals or other documents reasonably requested by the Collateral Agent or the Required Lenders in order to create, perfect, establish the first priority of or otherwise protect any Lien purported to be covered by any such Security Documents Agreement or Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets (other than Excluded Assets (as defined in the Security Agreement)) of such New Subsidiary shall become Collateral for the Obligations in a manner consistent with the assets of the other corresponding Loan Parties that constitute CollateralObligations; and (ii) each Loan Party that is an owner of the Equity Interests of any such New Subsidiary to execute and deliver promptly and in any event within 10 fifteen (15) Business Days after the formation or acquisition of such New Subsidiary a Pledge Amendment or other comparable document (as defined in the applicable Security DocumentsAgreement), together with (A) certificates (if applicable, certificates any) evidencing all of the Equity Interests of such Subsidiary, (B) if applicable, undated stock powers or other appropriate instruments of assignment executed in blank with signature guaranteedblank, (C) such opinions of counsel and such approving certificate of such #97100791v3 New Subsidiary as the Collateral Agent or the Required Lenders may reasonably request in respect of complying with any legend on any such certificate or any other matter relating to such shares and (D) such other agreements, instruments, approvals approvals, legal opinions, or other documents reasonably requested by the Collateral Agent. . Notwithstanding anything to the contrary in the Loan Documents, in no event shall (iiia) Notwithstanding the foregoing, no CFC of a Loan Party shall any Excluded Subsidiary be required to become a Borrower or Guarantor or (b) any Loan Party hereunder (and, as such, shall not be required to deliver the documents required by clause pledge (i) above) and no any Equity Interests of such CFC shall be required to be pledged or otherwise subject to a Lien under the Loan Documents if in any such case (x) adverse tax consequences could reasonably be expected to result therefrom Immaterial Subsidiary or (yii) such guarantee is prohibited by any Requirement more than 65% of Law; provided, however, that if the voting (and 100% of the non-voting) Equity Interests of such CFC are owned by a Loan Party, such Loan Party shall deliver, all such documents, instruments, agreements (excluding any pledge agreement or other security document governed by the laws of any jurisdiction other than a jurisdiction of the United States), and certificates described in clause (ii) above to the Collateral Agent, and take all actions reasonably requested by the Collateral Agent or otherwise necessary to grant and to perfect a first-priority Lien (subject to Permitted Liens) in favor of the Collateral Agent, for the benefit of the Agents and the LendersForeign Subsidiary, in sixty five percent (65%) of the voting Equity Interests of each case, so long as such CFC and one hundred percent (100%) of all other Equity Interests of such CFC owned by such Loan PartySubsidiary remains an “Immaterial Subsidiary” or a “Foreign Subsidiary” as defined herein.