Common use of Additional Subsidiaries; Additional Liens Clause in Contracts

Additional Subsidiaries; Additional Liens. If, at any time on or after the Original Effective Date, the Borrower or any Restricted Subsidiary creates or acquires an additional Subsidiary or in some other fashion becomes the holder of any Equity Securities of a new Subsidiary: (a) the Borrower will, and will cause any relevant Restricted Subsidiary, to immediately execute and deliver to the Agent a securities pledge agreement, in form and substance satisfactory to the Agent, granting a security interest in 100% of the Equity Securities of such new Subsidiary owned by the Borrower or such Restricted Subsidiary; and (b) to the extent permitted by Applicable Law, the Borrower will cause such new Subsidiary to immediately execute and deliver to the Agent (i) a Guarantee, and (ii) mortgages, security agreements and other security-related documents covering such new Subsidiary’s property, all in form and substance satisfactory to the Agent, acting reasonably; provided that, if such new Subsidiary does not have, but only for so long as such new Subsidiary does not have, assets of more than Cdn.$1,000,000, the Borrower shall not be required to comply with this Section with respect to such new Subsidiary. If, at any time after the Original Effective Date, the Borrower or any Restricted Subsidiary makes a permitted acquisition with respect to a Person that is not a Restricted Subsidiary, the Borrower shall, and shall cause such Restricted Subsidiary, to execute and deliver to the Agent at the time of such permitted acquisition, additional pledge agreements granting a security interest in 100% of the Equity Securities of such Person owned by the Borrower or such Restricted Subsidiary, respectively. In connection with the execution and delivery of any guarantee, pledge agreement, mortgage, security agreement or related document pursuant to this Section, the Borrower will, or will cause the relevant Credit Party to, deliver to the Agent such corporate resolutions, certificates, legal opinions and such other related documents as shall be reasonably requested by the Agent and consistent with the relevant forms and types thereof delivered on the Original Effective Date or as shall be otherwise reasonably acceptable to the Agent. Each guarantee, pledge agreement, mortgage, security agreement and other document delivered pursuant to this Section shall be deemed to be a Security Document from and after the date of execution thereof.

Additional Subsidiaries; Additional Liens. If, at any time on or after the Original Effective Date, the Borrower or any Restricted Subsidiary creates or acquires an additional Subsidiary or in some other fashion becomes the holder of any Equity Securities of a new Subsidiary: (a) the Borrower will, and will cause any relevant Restricted Subsidiary, to immediately execute and deliver to the Agent a securities pledge agreement, in form and substance satisfactory to the Agent, granting a security interest in 100% of the Equity Securities of such new Subsidiary owned by the Borrower or such Restricted Subsidiary; and (b) to the extent permitted by Applicable Law, the Borrower will cause such new Subsidiary to immediately execute and deliver to the Agent (i) a Guarantee, and (ii) mortgages, security agreements and other security-related documents covering such new Subsidiary’s property, all in form and substance satisfactory to the Agent, acting reasonably; provided that, if such new Subsidiary does not have, but only for so long as such new Subsidiary does not have, assets of more than Cdn.$1,000,000, the Borrower shall not be required to comply with this Section with respect to such new Subsidiary. If, at any time after the Original Effective Date, the Borrower or any Restricted Subsidiary makes a permitted acquisition with respect to a Person that is not a Restricted Subsidiary, the Borrower shall, and shall cause such Restricted Subsidiary, to execute and deliver to the Agent at the time of such permitted acquisition, additional pledge agreements granting a security interest in 100% of the Equity Securities of such Person owned by the Borrower or such Restricted Subsidiary, respectively. In connection with the execution and delivery of any guarantee, pledge agreement, mortgage, security agreement or related document pursuant to this Section, the Borrower will, or will cause the relevant Credit Party to, deliver to the Agent such corporate resolutions, certificates, legal opinions and such other related documents as shall be reasonably requested by the Agent and consistent with the relevant forms and types thereof delivered on the Original Effective Date or as shall be otherwise reasonably acceptable to the Agent. Each guarantee, pledge agreement, mortgage, security agreement agreement, Bank Act Security and other document delivered pursuant to this Section shall be deemed to be a Security Document from and after the date of execution thereof.

Additional Subsidiaries; Additional Liens. If(a) Within thirty (30) days of (i) the formation or acquisition of any new direct or indirect Subsidiary (other than any Excluded Subsidiary) or (ii) the date on which any Excluded Subsidiary ceases to qualify as an Excluded Subsidiary, Holdings or the Borrower shall, at its expense: (i) cause such Subsidiary to become a Loan Party by (A) executing a joinder agreement in form and substance acceptable to the Administrative Agent (a “Joinder Agreement”), and (B) executing and delivering such amendments, supplements or documents of accession to any time on Security Documents as the Administrative Agent reasonably deems necessary for such Subsidiary to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected security interest (with the priority required by the ABL Intercreditor Agreement) in the Collateral described in such Security Document with respect to such Subsidiary; (ii) deliver to the Administrative Agent, (i) an incumbency certificate issued by the secretary or after assistant secretary of such Guarantor, certifying as to the Original Effective Dateauthority of the person executing such Joinder Agreement, (ii) a copy of a resolution from the board of directors of such Guarantor authorizing execution and delivery of such Joinder Agreement, and (iii) a signed copy of a favourable opinion, addressed to the Agents, the Lenders and the Issuing Banks, of counsel for the Loan Parties reasonably acceptable to the Administrative Agent as to such matters as the Administrative Agent may reasonably request. (b) If any material assets that form ABL Priority Collateral are acquired by the Borrower or any Restricted Subsidiary creates or acquires an additional Subsidiary or in some other fashion becomes Loan Party after the holder of Closing Date (other than assets constituting Collateral under any Equity Securities of a new Subsidiary: (a) the Borrower will, and will cause any relevant Restricted Subsidiary, to immediately execute and deliver applicable Security Document that become subject to the Agent a securities pledge agreement, Lien in form and substance satisfactory to the Agent, granting a security interest in 100% favor of the Equity Securities of Collateral Agent pursuant to such new Subsidiary owned by the Borrower or such Restricted Subsidiary; and (b) to the extent permitted by Applicable LawSecurity Document upon acquisition thereof), the Borrower will immediately notify the Administrative Agent and the Collateral Agent and will cause such new Subsidiary assets to immediately execute be subjected to a Lien securing the Obligations and deliver to the Agent (i) a Guaranteewill take, and (ii) mortgagescause the Loan Parties to take, security agreements such actions as shall be necessary or reasonably requested by the Collateral Agent to grant and other security-related documents covering perfect such new Subsidiary’s propertyLiens, all in form and substance satisfactory at the expense of the Loan Parties. (c) With respect to any material assets (including real estate) acquired by the Agent, acting reasonably; provided that, if such new Subsidiary does Borrower that do not have, but only for so long as such new Subsidiary does not have, assets of more than Cdn.$1,000,000comprise ABL Priority Collateral, the Borrower shall not be take comparable steps to those required by the First Lien Note Documents and/or the Second Lien Note Documents (if any) to comply with this Section with respect to ensure that the Administrative Agent and the Lenders have a third lien on such new Subsidiary. assets. (d) If, at the end of any Fiscal Quarter of Holdings after the Closing Date, Subsidiaries that are “Immaterial Subsidiaries” pursuant to the definition of “Immaterial Subsidiary” exceed the aggregate amounts set forth in the definition thereof, the applicable Loan Party shall promptly cause one or more Subsidiaries designated by the Borrower to execute the documents required under paragraph (a) above, such that the foregoing condition ceases to be true. At any time after upon reasonable request of the Original Effective DateAdministrative Agent or the Collateral Agent, the Borrower Holdings or any Restricted Subsidiary makes a permitted acquisition with respect to a Person that is not a Restricted Subsidiary, the Borrower shall, and shall cause such Restricted Subsidiaryeach relevant Subsidiary to, to promptly execute and deliver to the Agent at the time of such permitted acquisition, additional pledge agreements granting a security interest in 100% of the Equity Securities of such Person owned by the Borrower or such Restricted Subsidiary, respectively. In connection with the execution any and delivery of any guarantee, pledge agreement, mortgage, security agreement or related document pursuant to this Section, the Borrower will, or will cause the relevant Credit Party to, deliver to the Agent such corporate resolutions, certificates, legal opinions all further instruments and documents and take all such other related documents action as shall be the Administrative Agent or the Collateral Agent, as applicable, may reasonably requested by deem necessary or desirable in obtaining the Agent full benefits of this Agreement or in perfecting and consistent with preserving the relevant forms and types thereof delivered on Liens required under the Original Effective Date or as shall be otherwise reasonably acceptable to the Agent. Each guarantee, pledge agreement, mortgage, security agreement and other document delivered pursuant to this Section shall be deemed to be a Security Document from and after the date of execution thereofDocuments.

Additional Subsidiaries; Additional Liens. If(a) Subject to clause (b) below, if at any time on or after the Original Effective Date, the Borrower or (i) any Restricted Subsidiary Loan Party creates or acquires an additional Subsidiary, other than a Subsidiary which is an Unrestricted Subsidiary, or in some other fashion becomes the holder of any Equity Securities of a new Subsidiary: (a) the Borrower will, and will cause any relevant Restricted other than a Subsidiary which is an Unrestricted Subsidiary, or (ii) any Subsidiary guarantees the Noteholder Secured Obligations, or (iii) any Subsidiary identified in Schedule 3.16 as an Unrestricted Subsidiary or any other Subsidiary that becomes an Unrestricted Subsidiary after the Effective Date ceases to immediately execute and deliver be an Unrestricted Subsidiary, or (iv) any Subsidiary of any Loan Party (other than an Unrestricted Subsidiary) acquires or holds Property which constitutes ABL Priority Lien Collateral, or (v) if the Borrowers at any time wish to the Agent cause an Unrestricted Subsidiary to become a securities pledge agreementLoan Guarantor hereunder, in form and substance satisfactory to the Agent, granting a security interest in 100% of the Equity Securities of such new Subsidiary owned by the Borrower or such Restricted Subsidiary; and (b) to the extent permitted by Applicable Law, the Borrower and the other Loan Parties will cause such new Subsidiary or such Unrestricted Subsidiary, as the case may be, to immediately execute and deliver to the Administrative Agent (i1) a Guaranteeguarantee, and (ii2) mortgagessuch security agreements, security agreements hypothecs and other security-related documents covering as may be required by the Administrative Agent to create in its favour (A) valid first priority mortgages, charges and security interests in any Property of such new Subsidiary’s property, all in form Subsidiary which constitutes ABL Priority Lien Collateral and substance satisfactory (B) where and when such Subsidiary grants security to the Agent, acting reasonably; provided that, if such new Subsidiary does not have, but only for so long as such new Subsidiary does not have, assets of more than Cdn.$1,000,000, the Borrower shall not be required to comply with this Section with respect to such new Subsidiary. If, at any time after the Original Effective Date, the Borrower Collateral Trustee (or any Restricted Subsidiary makes a holder of Liens securing any Refinancing of Indebtedness permitted acquisition with respect pursuant to a Person Section 6.01(c)), over any of its Property that is not a Restricted Subsidiaryconstitutes Notes Priority Lien Collateral, the Borrower shallvalid mortgages, charges and shall cause security interests over such Restricted SubsidiaryProperty, to execute and deliver subject to the Agent at Intercreditor Agreement; and (3) a joinder agreement to this Agreement substantially in the time of such permitted acquisition, additional pledge agreements granting a security interest in 100% of the Equity Securities of such Person owned by the Borrower or such Restricted Subsidiary, respectively. form attached hereto as Exhibit E. In connection with the execution and delivery of any guarantee, pledge security agreement, mortgageintellectual property Collateral Documents, security hypothecs, joinder agreement or related document pursuant to this Section, the Borrower will, or each Loan Party will cause the relevant Credit Party to, deliver to be delivered to the Administrative Agent such corporate (or other) resolutions, certificates, legal opinions and such other related documents and registrations as shall be reasonably requested by the Administrative Agent and consistent with the relevant forms and types thereof delivered on the Original Effective Date or as shall be otherwise reasonably acceptable to the Administrative Agent. Each guarantee, pledge agreement, mortgage, security agreement, intellectual property Collateral Documents, hypothecs, joinder agreement and other document documents delivered pursuant to this Section 5.11 shall be deemed to be a Security Collateral Document from and after the date of execution thereof. (b) The Borrower and the other Loan Parties will comply with, or cause one or more of their Unrestricted Subsidiaries, as the case may be, to comply with the requirements of clause (a) above, to the extent necessary to ensure that at all times the fair market value of all ABL Priority Lien Collateral, owned or acquired by any Unrestricted Subsidiary, that is not subject to a Lien in favour of the Administrative Agent to secure the Secured Obligations, is less than $10,000,000 in aggregate.

Additional Subsidiaries; Additional Liens. If, at any time on or after the Original Effective Date, the Borrower or any Restricted Subsidiary Credit Party creates or acquires an additional Subsidiary, other than a Subsidiary which is an Unrestricted Subsidiary, or in some other fashion becomes the holder of any Equity Securities of a new Subsidiary: (a) the Borrower will, and will cause any relevant Restricted other than a Subsidiary which is an Unrestricted Subsidiary, or if the Borrowers at any time wish to immediately execute and deliver cause an Unrestricted Subsidiary to the Agent become a securities pledge agreementGuarantor hereunder, in form and substance satisfactory to the Agent, granting a security interest in 100% of the Equity Securities of such new Subsidiary owned by the Borrower or such Restricted Subsidiary; and (b) to the extent permitted by Applicable Law, the Borrower and the other Credit Parties will cause such new Subsidiary or such Unrestricted Subsidiary, as the case may be, to immediately execute and deliver to the Agent (i) a Guaranteeguarantee, and (ii) mortgages, security agreements Security Documents, hypothecs and other security-related documents covering such new Subsidiary’s property, all and (iii) a joinder agreement to this Agreement substantially in the form and substance satisfactory to the Agent, acting reasonably; provided that, if such new Subsidiary does not have, but only for so long attached hereto as such new Subsidiary does not have, assets of more than Cdn.$1,000,000, the Borrower shall not be required to comply with this Section with respect to such new Subsidiary. If, at any time after the Original Effective Date, the Borrower or any Restricted Subsidiary makes a permitted acquisition with respect to a Person that is not a Restricted Subsidiary, the Borrower shall, and shall cause such Restricted Subsidiary, to execute and deliver to the Agent at the time of such permitted acquisition, additional pledge agreements granting a security interest in 100% of the Equity Securities of such Person owned by the Borrower or such Restricted Subsidiary, respectivelyExhibit “M”. In connection with the execution and delivery of any guarantee, pledge security agreement, mortgageintellectual property Security Documents, security hypothecs, joinder agreement or related document pursuant to this Section, the Borrower will, or each Credit Party will cause the relevant Credit Party to, deliver to be delivered to the Agent such corporate (or other) resolutions, certificates, legal opinions and such other related documents and registrations as shall be reasonably requested by the Agent and consistent with the relevant forms and types thereof delivered on the Original Effective Date or as shall be otherwise reasonably acceptable to the Agent. Each guarantee, pledge agreement, mortgage, security agreement, intellectual property Security Documents, hypothecs, joinder agreement and other document documents delivered pursuant to this Section shall be deemed to be a Security Document from and after the date of execution thereof.

Additional Subsidiaries; Additional Liens. If, (1) If at any time on or after the Original Effective Date, Closing Date the Borrower Company or any Restricted Subsidiary Guarantor creates or acquires an any one or more additional Subsidiaries (except for Unrestricted Subsidiaries), or designates any Unrestricted Subsidiary or in some other fashion becomes as a Subsidiary Guarantor pursuant to Section 6.17, the holder of any Equity Securities of a new Subsidiary: (a) the Borrower willCompany shall, and will shall cause any relevant Restricted Subsidiarysuch Subsidiary Guarantor, as applicable, to immediately execute and deliver to the Administrative Agent, at the time of creation or acquisition of such Subsidiary Guarantor, (A) a supplement to the Guarantee and Collateral Agreement as is necessary to (i) grant to the Administrative Agent a securities pledge agreement, in form and substance satisfactory to the Agent, granting a first priority security interest in 100% of the Equity Securities of in such new Subsidiary Guarantor owned by the Borrower or such Restricted Subsidiary; and (b) to the extent permitted by Applicable Law, the Borrower will cause such new Subsidiary to immediately execute and deliver to the Agent (i) a GuaranteeCompany, and (ii) mortgagescause such Subsidiary Guarantor to become party thereto in accordance with the terms thereof, security agreements and other security-related documents (B) Deeds of Trust covering such new Subsidiary’s propertySubsidiary Guarantor's Property, all in form and substance satisfactory to the Agent, acting reasonably; provided that, if such new Subsidiary does not have, but only for so long as such new Subsidiary does not have, assets of more than Cdn.$1,000,000, the Borrower shall not be extent required to comply with this by Section with respect to such new Subsidiary. If, 5.1(i)(2) below. (2) If at any time after the Original Effective Closing Date, the Borrower Company or any Restricted Subsidiary makes Guarantor shall acquire any parcel of real Property having a permitted acquisition with respect value in excess of $5,000,000 (valued at the greater of book or market value) or the Company or any Subsidiary Guarantor shall acquire a Subsidiary Guarantor which owns any parcel of real Property having a value in excess of $5,000,000 (valued at the greater of book or market value), the Company shall, or shall cause the applicable Subsidiary Guarantor to, grant the Administrative Agent a lien on such real Property pursuant to a Person Deed of Trust so that is not the Administrative Agent has a Restricted Subsidiary, the Borrower shall, and shall cause first priority lien on such Restricted Subsidiary, to execute and deliver to the Agent at the time of such permitted acquisition, additional pledge agreements granting a security interest in 100% of the Equity Securities of such Person owned by the Borrower or such Restricted Subsidiary, respectively. real Property. (3) In connection with the execution and delivery of any guarantee, pledge agreement, mortgage, security agreement or related document Security Instrument pursuant to this SectionSection 5.1(i), the Borrower willCompany shall, or will shall cause the relevant Credit Party Subsidiary to, deliver to the Agent Lenders such corporate resolutions, certificates, UCC-1 financing statements, UCC-3 amendments, patent, trademark or copyright filings, legal opinions and such other related documents as shall be reasonably requested by the Agent Required Lenders and consistent with the relevant forms and types thereof delivered on the Original Effective Closing Date or as shall be otherwise reasonably acceptable to the Agent. Each guarantee, pledge agreement, mortgage, security agreement and other document delivered pursuant to this Section shall be deemed to be a Security Document from and after the date of execution thereofRequired Lenders.

Additional Subsidiaries; Additional Liens. If, at any time on or after the Original Effective Date, the Borrower or any Restricted Subsidiary other Credit Party creates or acquires an additional Subsidiary or in some other fashion becomes the holder of any Equity Securities of a new Subsidiary: (a) the Borrower and the other Credit Parties will, and will cause any relevant Restricted Subsidiaryas applicable, to immediately as soon as practicable execute and deliver to the Collateral Agent a securities pledge agreement, in form and substance satisfactory to the Agent, granting a security interest Lien in favour of the Collateral Agent over 100% of the Equity Securities of such new Subsidiary owned by the Borrower or such Restricted Subsidiaryother Credit Party; and (b) to the extent permitted by Applicable Law, the Borrower and the other Credit Parties will cause such new Subsidiary to immediately execute and deliver to the Collateral Agent as soon as practicable (i) a Guaranteeguarantee, and (ii) mortgages, security agreements agreements, hypothecs and other security-related documents covering such new Subsidiary’s property, all in form and substance satisfactory to the Agent, acting reasonably; provided thatand (c) except if expressly permitted by the Agent, if such new Subsidiary does not have, but only for so long as such new Subsidiary does not have, assets each Credit Party shall ensure that none of more than Cdn.$1,000,000, the Borrower shall not be required to comply with this Section with respect to such new Subsidiary. If, at any time after the Original Effective Date, the Borrower or any Restricted Subsidiary makes a permitted acquisition with respect to a Person that is not a Restricted Subsidiary, the Borrower shall, and shall cause such Restricted Subsidiary, to execute and deliver to the Agent at the time terms of such permitted acquisition, additional pledge agreements granting Equity Securities in a security interest in 100% partnership or limited liability company shall provide that such Equity Securities are a “security” for the purposes of the Equity Securities of such Person owned by the Borrower or such Restricted Subsidiary, respectivelySTA. In connection with the execution and delivery of any guarantee, pledge security agreement, mortgageintellectual property security agreements, security agreement hypothecs or related document pursuant to this Section, the Borrower will, or and each other Credit Party will cause the relevant Credit Party to, deliver to be delivered to the Agent such corporate resolutions, certificates, legal opinions and such other related documents and registrations as shall be reasonably requested by the Agent and consistent with the relevant forms and types thereof delivered on or prior to the Original Effective Date or as shall be otherwise reasonably acceptable to the Agent. Each guarantee, pledge agreement, mortgage, security agreement agreement, intellectual property security agreements, hypothecs and other document documents delivered pursuant to this Section shall be deemed to be a Security Document from and after the date of execution thereof.. 12298241.7

Additional Subsidiaries; Additional Liens. If, at any time on or after the Original Effective Closing Date, the Borrower or any Restricted Subsidiary creates or acquires (including by way of a Permitted Acquisition) an additional Subsidiary or in some other fashion becomes the holder of any Equity Securities the equity securities of a new Subsidiary: (a) subject to the proviso in SECTION 8.18, the Borrower will, and will cause any relevant Restricted Subsidiary, to immediately execute and deliver to the Administrative Agent a securities pledge agreementPledge Agreement in the form of EXHIBIT I-1 or EXHIBIT I-2, in form and substance satisfactory to the Agentas applicable, granting a security interest in 100% of the Equity Securities equity securities of such new Subsidiary owned by the Borrower or such Restricted Subsidiary; and (b) to the extent permitted not prohibited by Applicable Lawany Requirement of Law and subject to the proviso in SECTION 8.18, the Borrower will cause such each new Subsidiary to immediately execute and deliver to the Administrative Agent (i) a GuaranteeGuaranty in the form of EXHIBIT G, and (ii) mortgagesCollateral Mortgages in the form of EXHIBIT H-3, security agreements Security Agreements in the form of EXHIBIT H-1 and other security-security related documents covering such new Subsidiary’s property, all 's property in form and substance satisfactory to the Administrative Agent, acting reasonably; provided that, if such new Subsidiary does not have, but only for so long as such new Subsidiary does not have, assets of more than Cdn.$1,000,000, the Borrower shall not be required to comply with this Section with respect to such new Subsidiary. If, at any time after the Original Effective Date, the Borrower or any Restricted Subsidiary makes a permitted acquisition with respect to a Person that is not a Restricted Subsidiary, the Borrower shall, and shall cause such Restricted Subsidiary, to execute and deliver to the Agent at the time of such permitted acquisition, additional pledge agreements granting a security interest in 100% of the Equity Securities of such Person owned by the Borrower or such Restricted Subsidiary, respectively. In connection with the execution and delivery of any guarantee, pledge agreement, collateral mortgage, security agreement or related document pursuant to this SectionSECTION 8.25, the Borrower will, will or will cause the relevant Credit Party Subsidiary to, deliver to the Administrative Agent such corporate resolutions, certificates, legal opinions and such other related documents as shall be reasonably requested by the Administrative Agent and consistent with the relevant forms and types thereof delivered on the Original Effective Closing Date or as shall be otherwise reasonably acceptable to the Administrative Agent. Each guarantee, pledge agreement, collateral mortgage, security agreement and other document delivered pursuant to this Section SECTION 8.25 shall be deemed to be a Security Loan Document (and a Collateral Document, where applicable) from and after the date of execution thereof.

Additional Subsidiaries; Additional Liens. If, at any time on or after the Original Effective Date, the Borrower or any Restricted Subsidiary other Credit Party creates or acquires an additional Subsidiary or in some other fashion becomes the holder of any Equity Securities of a new Subsidiary: (a) the Borrower will, and will cause any relevant Restricted Subsidiary, to immediately execute and deliver to the Agent a securities pledge agreement, in form and substance satisfactory to the Agent, granting a security interest in 100% of the Equity Securities of such new Subsidiary owned by the Borrower or such Restricted Subsidiary; and (b) then to the extent permitted by Applicable Law, the Borrower and the other Credit Parties will cause such new Subsidiary to immediately execute and deliver to the Agent (i) a Guaranteeguarantee, and (ii) mortgagessecurity agreements, security agreements hypothecs and other security-related documents covering such new Subsidiary’s propertyInventory, Accounts and other Collateral, all in form and substance satisfactory to the Agent, acting reasonably; provided that. In addition, if such new Subsidiary does not have, but only for so long as such new Subsidiary does not have, assets of more than Cdn.$1,000,000, the Borrower shall not be required to comply with this Section with respect to such new Subsidiary. If, at any time on or after the Original Effective Date, the Borrower or any Restricted Subsidiary makes a permitted acquisition with other Credit Party has Inventory, Accounts or other Collateral located in any jurisdiction in which the Agent does not hold duly perfected security in respect to a Person that is not a Restricted Subsidiaryof the Inventory, Accounts or other Collateral of such Credit Party in such jurisdiction, the Borrower shallapplicable Credit Party shall give notice to the Agent of those facts. If the Agent, acting reasonably, determines that it is practical to perfect security in such jurisdiction, the applicable Credit Party shall promptly execute all such security agreements, hypothecs and other security-related documents covering such Credit Party’s Inventory, Accounts or other Collateral in such jurisdiction, all in form and substance satisfactory to the Agent, acting reasonably, and shall cause take all such Restricted Subsidiary, action as may reasonably be required to execute and deliver to ensure that the Liens in favour of the Agent at in respect of the time Inventory, Accounts or other Collateral of such permitted acquisition, additional pledge agreements granting a security interest Credit Party located in 100% of the Equity Securities of such Person owned by the Borrower or such Restricted Subsidiary, respectivelyjurisdiction are duly perfected. In connection with the execution and delivery of any guarantee, pledge security agreement, mortgageintellectual property security agreements, security agreement hypothecs or related document pursuant to this Section, the Borrower will, or and each other Credit Party will cause the relevant Credit Party to, deliver to be delivered to the Agent such corporate resolutions, certificates, legal opinions and such other related documents and registrations as shall be reasonably requested by the Agent and consistent with the relevant forms and types thereof delivered on the Original Effective Date or as shall be otherwise reasonably acceptable to the Agent. Each guarantee, pledge security agreement, mortgageintellectual property security agreements, security agreement hypothecs and other document documents delivered pursuant to this Section shall be deemed to be a Security Document from and after the date of execution thereof. For greater certainty, the Credit Parties acknowledge that, to the extent that Collateral is located in a jurisdiction in which the Agent does not hold duly perfected security in such Collateral in such jurisdiction, such Collateral is not eligible for inclusion in the Borrowing Base. Approval of the Required Lenders is required to include an additional Subsidiary in the Borrowing Base.

Additional Subsidiaries; Additional Liens. If, at any time on or after the Original Effective Date, the Borrower or any Restricted Subsidiary Credit Party creates or acquires an additional Canadian Subsidiary or in some other fashion becomes the holder of any Equity Securities of a new Canadian Subsidiary: (a) the Borrower will, and relevant Credit Party will cause any relevant Restricted Subsidiary, to immediately execute and deliver to the Administrative Agent a securities pledge agreement, in form and substance satisfactory to the Administrative Agent, granting a security interest in 100% of the Equity Securities of such new Canadian Subsidiary owned by the Borrower or such Restricted SubsidiaryCredit Party; and (b) to the extent permitted by Applicable Law, the Borrower relevant Credit Party will cause such each new wholly owned Canadian Subsidiary to immediately execute and deliver to the Administrative Agent (i) a Guaranteeguarantee, and (ii) mortgages, security agreements and other security-related documents covering such new wholly owned Canadian Subsidiary’s property, all in form and substance satisfactory to the Administrative Agent, acting reasonably; provided that, if such new Subsidiary does not have, but only for so long as such new Subsidiary does not have, assets of more than Cdn.$1,000,000, the Borrower shall not be required to comply with this Section with respect to such new Subsidiary. If, at any time after the Original Effective Date, the Borrower or any Restricted Subsidiary Credit Party makes a an Acquisition permitted acquisition by Section 6.6 with respect to a Person that is not a Restricted SubsidiaryCredit Party, the Borrower shall, and such Credit Party shall cause such Restricted Subsidiary, to execute and deliver to the Administrative Agent at the time of such permitted acquisitionAcquisition, additional pledge agreements granting a security interest in 100% of the Equity Securities of such Person owned by such Credit Party and/or mortgages, security agreements and other security-related documents covering the Borrower or assets acquired in such Restricted SubsidiaryAcquisition, respectivelyall in form and substance satisfactory to the Administrative Agent, acting reasonably. In connection with the execution and delivery of any guarantee, pledge agreement, mortgage, security agreement or related document pursuant to this Section, the Borrower will, or will cause the relevant Credit Party to, will deliver to the Administrative Agent such corporate resolutions, certificates, legal opinions and such other related documents as shall be reasonably requested by the Administrative Agent and consistent with the relevant forms and types thereof delivered on the Original Effective Date or as shall be otherwise reasonably acceptable to the Administrative Agent. Each guarantee, pledge agreement, mortgage, security agreement and other document delivered pursuant to this Section shall be deemed to be a Security Document from and after the date of execution thereof.

Additional Subsidiaries; Additional Liens. If, at any time on or after the Original Effective Date, the Borrower or any Restricted Subsidiary creates or acquires an additional Subsidiary or in some other fashion becomes the holder of any Equity Securities of a new Subsidiary: (a) the Borrower will, and will cause any relevant Restricted Subsidiary, to immediately execute and deliver to the Agent a securities pledge agreement, in form and substance satisfactory to the Agent, granting a security interest in 100% of the Equity Securities of such new Subsidiary owned by the Borrower or such Restricted Subsidiary; and (b) to the extent permitted by Applicable Law, the Borrower will cause such new Subsidiary to immediately execute and deliver to the Agent (i) a Guarantee, and (ii) mortgages, security agreements and other security-related documents covering such new Subsidiary’s property, all in form and substance satisfactory to the Agent, acting reasonably; provided that, if such new Subsidiary does not have, but only for so long as such new Subsidiary does not have, assets of more than Cdn.$1,000,000, the Borrower shall not be required to comply with this Section with respect to such new Subsidiary. If, at any time after the Original Effective Date, the Borrower or any Restricted Subsidiary makes a permitted acquisition with respect to a Person that is not a Restricted Subsidiary, the Borrower shall, and shall cause such Restricted Subsidiary, to execute and deliver to the Agent at the time of such permitted acquisition, additional pledge agreements granting a security interest in 100% of the Equity Securities of such Person owned by the Borrower or such Restricted Subsidiary, respectively. In connection with the execution and delivery of any guarantee, pledge agreement, mortgage, security agreement or related document pursuant to this Section, the Borrower will, or will cause the relevant Credit Party to, deliver to the Agent such corporate resolutions, certificates, legal opinions and such other related documents as shall be reasonably requested by the Agent and consistent with the relevant forms and types thereof delivered on the Original Effective Date or as shall be otherwise reasonably acceptable to the Agent. Each guarantee, pledge agreement, mortgage, security agreement and other document delivered pursuant to this Section shall be deemed to be a Security Document from and after the date of execution thereof.