Common use of Excluded Foreign Subsidiaries Clause in Contracts

Excluded Foreign Subsidiaries. With respect to any new Excluded Foreign Subsidiary (other than an Immaterial Subsidiary) created or acquired after the Effective Date by the Borrower or any of its Restricted Subsidiaries (other than by any Excluded Foreign Subsidiary or any Immaterial Subsidiary), the Borrower will, and will cause each of its Restricted Subsidiaries to, promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent reasonably deems necessary to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by the Borrower or any of its Domestic Subsidiaries (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Excluded Foreign Subsidiary be required to be so pledged), (ii) deliver to the Administrative Agent the certificates representing such pledged Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or its Restricted Subsidiary, as applicable, and take such other action as reasonably may be necessary to perfect the Administrative Agent’s security interest therein (provided that the Borrower shall use commercially reasonable efforts after the Effective Date to obtain a perfected share mortgage over 65% of the issued shares of Griffon Australia Holdings Pty Limited (formerly known as Northcote Holdings Australia Pty Ltd.)) and (iii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in customary form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. For the avoidance of doubt, no Foreign Subsidiary of the Borrower that is a “controlled foreign corporation” pursuant to Section 957 of the Code shall be required to provide a guaranty or constitute a “Subsidiary Guarantor” hereunder.

Excluded Foreign Subsidiaries. With respect to any new Excluded Foreign Subsidiary (other than an Immaterial Subsidiary) created or acquired after the Effective Date by the Borrower or any of its Restricted Subsidiaries (other than by any Excluded Foreign Subsidiary or any Immaterial Subsidiary), the Borrower will, and will cause each of its Restricted Subsidiaries to, promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent reasonably deems necessary to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by the Borrower or any of its Domestic Subsidiaries (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Excluded Foreign Subsidiary be required to be so pledged), (ii) deliver to the Administrative Agent the certificates representing such pledged Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or its Restricted Subsidiary, as applicable, and take such other action as reasonably may be necessary to perfect the Administrative Agent’s security interest therein (provided that the Borrower shall use commercially reasonable efforts after the Effective Date to obtain a perfected share mortgage over 65% of the issued shares of Griffon Australia Holdings Pty Limited (formerly known as Northcote Holdings Australia Pty Ltd.)) and (iii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in customary form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. For the avoidance of doubt, no Foreign Subsidiary of the Borrower that is a “controlled foreign corporation” pursuant to Section 957 of the Code shall be required to provide a guaranty or constitute a “Subsidiary Guarantor” hereunder.

Excluded Foreign Subsidiaries. (i) In the event that, at any time, Excluded Foreign Subsidiaries have, in the aggregate, (i) total revenues constituting 5% or more of the total revenues of Borrower and its Subsidiaries on a consolidated basis, or (ii) total assets constituting 5% or more of the total assets of Borrower and its Subsidiaries on a consolidated basis, promptly (and, in any event, within *** after such time) Obligors shall cause one or more of such Excluded Foreign Subsidiaries to become Subsidiary Guarantors in the manner set forth in Section 8.12(a), such that, after such Subsidiaries become Subsidiary Guarantors, the non-guarantor Excluded Foreign Subsidiaries in the aggregate shall cease to have revenues or assets, as applicable, that meet the thresholds set forth in clauses (i) and (ii) above; provided that no Excluded Foreign Subsidiary shall be required to become a Subsidiary Guarantor if doing so would result in material adverse tax consequences for Borrower and its Subsidiaries, taken as a whole. (ii) With respect to any new Excluded each First-Tier Foreign Subsidiary (that is not a Subsidiary Guarantor, such Obligor shall grant a security interest and Lien in 65% of each class of voting Equity Interest and 100% of all other than an Immaterial Subsidiary) created or acquired after the Effective Date by the Borrower or any of its Restricted Equity Interests in such First-Tier Foreign Subsidiaries (other than by any Excluded Foreign Subsidiary or any Immaterial Subsidiary), the Borrower will, and will cause each of its Restricted Subsidiaries to, promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent reasonably deems necessary to grant to the Administrative Agent, for the benefit in favor of the Secured PartiesParties as Collateral for the Obligations. Without limiting the generality of the foregoing, a perfected first priority security interest in the Capital Stock of such event that any Obligor shall form or acquire any new Subsidiary that is owned a First-Tier Foreign Subsidiary, such Obligor will promptly and in any event within *** of the formation or acquisition of such Subsidiary (or such longer time as consented to by Administrative Agent in writing) grant a security interest and Lien in 65% of each class of voting Equity Interests and 100% of all other Equity Interests of such Subsidiary in favor of the Borrower or any of its Domestic Subsidiaries Secured Parties as Collateral for the Obligations (provided that in no event the case of a First Tier Foreign Subsidiary that is a Subsidiary Guarantor, such Obligor shall more than 65grant a security interest and Lien in 100% of the total outstanding voting Capital Stock Equity Interests of such Subsidiary in favor of the Secured Parties as Collateral for the Obligations), including entering into any necessary local law security documents and delivery of certificated securities issued by such new Excluded First-Tier Foreign Subsidiary be as required to be so pledged), (ii) deliver to by this Agreement or the Administrative Agent the certificates representing such pledged Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or its Restricted Subsidiary, as applicable, and take such other action as reasonably may be necessary to perfect the Administrative Agent’s security interest therein (provided that the Borrower shall use commercially reasonable efforts after the Effective Date to obtain a perfected share mortgage over 65% of the issued shares of Griffon Australia Holdings Pty Limited (formerly known as Northcote Holdings Australia Pty Ltd.)) and (iii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in customary form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. For the avoidance of doubt, no Foreign Subsidiary of the Borrower that is a “controlled foreign corporation” pursuant to Section 957 of the Code shall be required to provide a guaranty or constitute a “Subsidiary Guarantor” hereunderSecurity Agreement.

Excluded Foreign Subsidiaries. (i) In the event that, at any time, Excluded Foreign Subsidiaries have, in the aggregate, (A) total revenues constituting 5% or more of the total revenues of Parent Guarantor and its Subsidiaries on a consolidated basis, or (B) total assets constituting 5% or more of the total assets of Parent Guarantor and its Subsidiaries on a consolidated basis, promptly (and, in any event, within 30 days after such time) Obligors shall cause one or more of such Excluded Foreign Subsidiaries to become Subsidiary Guarantors in the manner set forth in Section 8.12(a), such that, after such Subsidiaries become Subsidiary Guarantors, the Excluded Foreign Subsidiaries in the aggregate shall cease to have revenues or assets, as applicable, that meet the thresholds set forth in clauses (A) and (B) above; provided that no Excluded Foreign Subsidiary shall be required to become a Subsidiary Guarantor or Borrower if doing so would result in material adverse tax consequences for Parent Guarantor and its Subsidiaries, taken as a whole. (ii) With respect to any new Excluded each First-Tier Foreign Subsidiary (that is not a Subsidiary Guarantor or Borrower, such Obligor shall grant a security interest and Lien in 65% of each class of voting Equity Interest and 100% of all other than an Immaterial Subsidiary) created or acquired after the Effective Date by the Borrower or any of its Restricted Equity Interests in such First-Tier Foreign Subsidiaries (other than by any Excluded Foreign Subsidiary or any Immaterial Subsidiary), the Borrower will, and will cause each of its Restricted Subsidiaries to, promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent reasonably deems necessary to grant to the Administrative Agent, for the benefit in favor of the Secured PartiesParties as Collateral for the Obligations. Without limiting the generality of the foregoing, a perfected first priority security interest in the Capital Stock of such event that any Obligor shall form or acquire any new Subsidiary that is owned a First-Tier Foreign Subsidiary, such Obligor will promptly and in any event within thirty (30) days of the formation or acquisition of such Subsidiary (or such longer time as consented to by Administrative Agent in writing) grant a security interest and Lien in 65% of each class of voting Equity Interests and 100% of all other Equity Interests of such Subsidiary in favor of the Borrower or any of its Domestic Subsidiaries Secured Parties as Collateral for the Obligations (provided that in no event the case of a First- Tier Foreign Subsidiary that is a Subsidiary Guarantor or Borrower, such Obligor shall more than 65grant a security interest and Lien in 100% of the total outstanding voting Capital Stock Equity Interests of such Subsidiary in favor of the Secured Parties as Collateral for the Obligations), including entering into any necessary local law security documents and delivery of certificated securities issued by such new Excluded First-Tier Foreign Subsidiary be as required to be so pledged), (ii) deliver to by this Agreement or the Administrative Agent the certificates representing such pledged Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or its Restricted Subsidiary, as applicable, and take such other action as reasonably may be necessary to perfect the Administrative Agent’s security interest therein (provided that the Borrower shall use commercially reasonable efforts after the Effective Date to obtain a perfected share mortgage over 65% of the issued shares of Griffon Australia Holdings Pty Limited (formerly known as Northcote Holdings Australia Pty Ltd.)) and (iii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in customary form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. For the avoidance of doubt, no Foreign Subsidiary of the Borrower that is a “controlled foreign corporation” pursuant to Section 957 of the Code shall be required to provide a guaranty or constitute a “Subsidiary Guarantor” hereunderSecurity Agreement.

Excluded Foreign Subsidiaries. (i) In the event that, at any time, Excluded Foreign Subsidiaries have, in the aggregate, (A) total revenues constituting 5% or more of the total revenues of Parent and its Subsidiaries on a consolidated basis, or (B) total assets constituting 5% or more of the total assets of Parent and its Subsidiaries on a consolidated basis, promptly (and, in any event, within 30 days after such time) Obligors shall cause one or more of such Excluded Foreign Subsidiaries to become Subsidiary Guarantors or Borrowers in the manner set forth in Section 8.12(a), such that, after such Subsidiaries become Subsidiary Guarantors or Borrowers, the Excluded Foreign Subsidiaries in the aggregate shall cease to have revenues or assets, as applicable, that meet the thresholds set forth in clauses (A) and (B) above; provided that no Excluded Foreign Subsidiary shall be required to become a Subsidiary Guarantor or Borrower if doing so would result in material adverse tax consequences for Parent and its Subsidiaries, taken as a whole. (ii) With respect to any new Excluded each First-Tier Foreign Subsidiary (that is not a Subsidiary Guarantor or Borrower, such Obligor shall grant a security interest and Lien in 65% of each class of voting Equity Interest and 100% of all other than an Immaterial Subsidiary) created or acquired after the Effective Date by the Borrower or any of its Restricted Equity Interests in such First-Tier Foreign Subsidiaries (other than by any Excluded Foreign Subsidiary or any Immaterial Subsidiary), the Borrower will, and will cause each of its Restricted Subsidiaries to, promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent reasonably deems necessary to grant to the Administrative Agent, for the benefit in favor of the Secured PartiesParties as Collateral for the Obligations. Without limiting the generality of the foregoing, a perfected first priority security interest in the Capital Stock of such event that any Obligor shall form or acquire any new Subsidiary that is owned a First-Tier Foreign Subsidiary, such Obligor will promptly and in any event within thirty (30) days of the formation or acquisition of such Subsidiary (or such longer time as consented to by Administrative Agent in writing) grant a security interest and Lien in 65% of each class of voting Equity Interests and 100% of all other Equity Interests of such Subsidiary in favor of the Borrower or any of its Domestic Subsidiaries Secured Parties as Collateral for the Obligations (provided that in no event the case of a First-Tier Foreign Subsidiary that is a Subsidiary Guarantor or Borrower, such Obligor shall more than 65grant a security interest and Lien in 100% of the total outstanding voting Capital Stock Equity Interests of such Subsidiary in favor of the Secured Parties as Collateral for the Obligations), including entering into any necessary local law security documents and delivery of certificated securities issued by such new Excluded First-Tier Foreign Subsidiary be as required to be so pledged), (ii) deliver to by this Agreement or the Administrative Agent the certificates representing such pledged Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or its Restricted Subsidiary, as applicable, and take such other action as reasonably may be necessary to perfect the Administrative Agent’s security interest therein (provided that the Borrower shall use commercially reasonable efforts after the Effective Date to obtain a perfected share mortgage over 65% of the issued shares of Griffon Australia Holdings Pty Limited (formerly known as Northcote Holdings Australia Pty Ltd.)) and (iii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in customary form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. For the avoidance of doubt, no Foreign Subsidiary of the Borrower that is a “controlled foreign corporation” pursuant to Section 957 of the Code shall be required to provide a guaranty or constitute a “Subsidiary Guarantor” hereunderSecurity Agreement.

Excluded Foreign Subsidiaries. (i) In the event that, at any time, Excluded Foreign Subsidiaries have, in the aggregate, (A) total revenues constituting 5% or more of the total revenues of Holdings and its Subsidiaries on a consolidated basis, or (B) total assets constituting 5% or more of the total assets of Holdings and its Subsidiaries on a consolidated basis, promptly (and, in any event, within 30 days after such time) Obligors shall cause one or more of such Excluded Foreign Subsidiaries to become Subsidiary Guarantors in the manner set forth in Section 8.12(a), such that, after such Subsidiaries become Subsidiary Guarantors, the non-guarantor Excluded Foreign Subsidiaries in the aggregate shall cease to have revenues or assets, as applicable, that meet the thresholds set forth in clauses (A) and (B) above; provided that no Excluded Foreign Subsidiary shall be required to become a Subsidiary Guarantor if doing so would result in material adverse tax consequences for Holdings and its Subsidiaries, taken as a whole. (ii) With respect to each First-Tier Foreign Subsidiary that is not a Subsidiary Guarantor, such Obligor shall grant a security interest and Lien in 65% of each class of voting Equity Interest and 100% of all other Equity Interests in such First-Tier Foreign Subsidiaries in favor of the Secured Parties as Collateral for the Obligations. Without limiting the generality of the foregoing, in the event that any Obligor shall form or acquire any new Excluded Subsidiary that is a First-Tier Foreign Subsidiary, such Obligor will promptly and in any event within 30 days of the formation or acquisition of such Subsidiary (or such longer time as consented to by Administrative Agent in writing) grant a security interest and Lien in 65% of each class of voting Equity Interests and 100% of all other Equity Interests of such Subsidiary in favor of the Secured Parties as Collateral for the Obligations (provided that in the case of a First-Tier Foreign Subsidiary (other than an Immaterial Subsidiary) created or acquired after that is a Subsidiary Guarantor, such Obligor shall grant a security interest and Lien in 100% of the Effective Date Equity Interests of such Subsidiary in favor of the Secured Parties as Collateral for the Obligations), including entering into any necessary local law security documents and delivery of certificated securities issued by the Borrower or any of its Restricted Subsidiaries (other than by any Excluded such First-Tier Foreign Subsidiary as required by this Agreement or any Immaterial Subsidiarythe Security Agreement. (iii) For the purposes of this Section 8.12(b), the Borrower willdetermination of whether a “material adverse tax consequence” shall be deemed to result from (x) any Foreign Subsidiary becoming a Subsidiary Guarantor, and will cause each of its Restricted Subsidiaries to, promptly or (iy) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent reasonably deems necessary to grant to the Administrative Agent, for the benefit of the Secured Parties, any Obligor granting a perfected first priority security interest and Lien in the Capital Stock of such new Subsidiary that is owned by the Borrower or any of its Domestic Subsidiaries (provided that in no event shall more than 65% of the total outstanding voting Capital Stock stock of any such new Excluded a First-Tier Foreign Subsidiary be required to be so pledged), (ii) deliver to the Administrative Agent the certificates representing such pledged Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or its Restricted Subsidiary, as applicable, and take such other action as reasonably may be necessary to perfect the Administrative Agent’s security interest therein (provided that the Borrower shall use commercially reasonable efforts after the Effective Date to obtain a perfected share mortgage over 65% of the issued shares of Griffon Australia Holdings Pty Limited (formerly known as Northcote Holdings Australia Pty Ltd.)) and (iii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be made by Majority Lenders in customary form and substancetheir sole discretion, and from counsel, reasonably satisfactory to the Administrative Agent. For the avoidance of doubt, no Foreign Subsidiary of the Borrower that is a “controlled foreign corporation” pursuant to Section 957 of the Code shall be required to provide a guaranty or constitute a “Subsidiary Guarantor” hereunderfollowing consultation with Holdings.

Excluded Foreign Subsidiaries. With respect to (i) In the event that, at any new time, Excluded Foreign Subsidiaries have, in the aggregate, (A) for any fiscal quarter (as reported pursuant to Section 8.01(a) or (b)) Revenues attributable solely to such Excluded Foreign Subsidiaries (on a consolidated basis with their respective Subsidiaries) constituting five percent (5%) or more of the total Revenues for such fiscal quarter, or (B) as of the last day of any fiscal quarter, total assets attributable solely to such Excluded Foreign Subsidiaries (on a consolidated basis with their respective Subsidiaries) constituting five percent (5%) or more of the total assets of Borrower and its Subsidiaries on a consolidated basis (as reported pursuant to financial statements delivered pursuant to Section 8.01(a) or (b)), promptly (and, in any event, within thirty (30) days after such time) Obligors shall cause one or more of such Excluded Foreign Subsidiaries to become Subsidiary Guarantors in the manner set forth in Section 8.12(a), such that, after such Subsidiaries become Subsidiary Guarantors, the non-guarantor Excluded Foreign Subsidiaries in the aggregate shall cease to have revenues or assets, as applicable, that meet the thresholds set forth in clauses (A) and (B) above; provided that no Excluded Foreign Subsidiary shall be required to become a Subsidiary Guarantor if doing so would result in material adverse tax consequences for Borrower and its Subsidiaries, taken as a whole. (ii) Such Obligor shall cause (A) one hundred percent (100%) of the issued and outstanding Equity Interests of each Subsidiary (other than an Immaterial a First-Tier Foreign Subsidiary) created or acquired after the Effective Date directly owned by the Borrower or any of its Restricted Subsidiaries such Obligor and (other than by any Excluded B) with respect to each First-Tier Foreign Subsidiary or directly owned by such Obligor, (1) if such grant and Lien in a greater percentage would result in material adverse tax consequences for Borrower and its Subsidiaries, taken as a whole, sixty-five percent (65%) of each class of voting Equity Interests and one hundred percent (100%) of all other Equity Interests in such First-Tier Foreign Subsidiary and (2) in any Immaterial other case, one hundred percent (100%) of the Equity Interests of such First-Tier First Subsidiary), the Borrower willin each case, and will cause each to be subject at all times to a first priority, perfected Lien in favor of its Restricted Subsidiaries to, promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent reasonably deems necessary to grant to the Administrative Agent, for the benefit of the Secured Parties, pursuant to the terms and conditions of the Security Documents and, in connection therewith, shall execute and deliver (as applicable) such opinions of counsel and local law security documents, filings and deliveries (including, without limitation, deliveries of certificated securities) as are necessary in connection therewith to perfect the security interests therein, all in form and substance satisfactory to Administrative Agent. (iii) Such Obligor shall cause all of its owned real property and personal property (in each case, other than Excluded Assets and other property expressly excluded pursuant to the terms of the Security Documents) to be subject at all times to first priority (subject only to Permitted Priority Liens), perfected and, in the case of owned real property, title insured Liens in favor of Administrative Agent to secure the Obligations pursuant to the Security Documents or, with respect to any such property acquired subsequent to the Closing Date, such other additional security documents as Administrative Agent shall request and, in connection with the foregoing, deliver to Administrative Agent such other documentation as Administrative Agent may request including filings and deliveries necessary to perfect such Liens, constitutive documents, resolutions and favorable opinions of counsel to such Obligor, all in form, content and scope reasonably satisfactory to Administrative Agent. (iv) For the purposes of this Section 8.12(b), the determination of whether a “material adverse tax consequence” shall be deemed to result from (x) any Foreign Subsidiary becoming a Subsidiary Guarantor, or (y) any Obligor granting a perfected first priority security interest and Lien in the Capital Stock of such new Subsidiary that is owned by the Borrower or any of its Domestic Subsidiaries (provided that in no event shall more than sixty-five percent (65% %) of the total outstanding voting Capital Stock stock of any such new Excluded a First-Tier Foreign Subsidiary be required to be so pledged), (ii) deliver to the Administrative Agent the certificates representing such pledged Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or its Restricted Subsidiary, as applicable, and take such other action as reasonably may be necessary to perfect the Administrative Agent’s security interest therein (provided that the Borrower shall use commercially reasonable efforts after the Effective Date to obtain a perfected share mortgage over 65% of the issued shares of Griffon Australia Holdings Pty Limited (formerly known as Northcote Holdings Australia Pty Ltd.)) and (iii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be made by Majority Lenders in customary form and substancetheir sole discretion, and from counsel, reasonably satisfactory to the Administrative Agent. For the avoidance of doubt, no Foreign Subsidiary of the Borrower that is a “controlled foreign corporation” pursuant to Section 957 of the Code shall be required to provide a guaranty or constitute a “Subsidiary Guarantor” hereunderfollowing consultation with Borrower.

Excluded Foreign Subsidiaries. (i) In the event that, at any time, Excluded Foreign Subsidiaries have, in the aggregate, (i) total revenues constituting 5% or more of the total revenues of Borrower and its Subsidiaries on a consolidated basis, or (ii) total assets constituting 5% or more of the total assets of Borrower and its Subsidiaries on a consolidated basis, promptly (and, in any event, within [***] days after such time) Obligors shall cause one or more of such Excluded Foreign Subsidiaries to become Subsidiary Guarantors in the manner set forth in Section 8.12(a), such [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. that, after such Subsidiaries become Subsidiary Guarantors, the non-guarantor Excluded Foreign Subsidiaries in the aggregate shall cease to have revenues or assets, as applicable, that meet the thresholds set forth in clauses (i) and (ii) above; provided that no Excluded Foreign Subsidiary shall be required to become a Subsidiary Guarantor if doing so would result in material adverse tax consequences for Borrower and its Subsidiaries, taken as a whole. (ii) With respect to any new Excluded each First-Tier Foreign Subsidiary (that is not a Subsidiary Guarantor, such Obligor shall grant a security interest and Lien in 65% of each class of voting Equity Interest and 100% of all other than an Immaterial Subsidiary) created or acquired after the Effective Date by the Borrower or any of its Restricted Equity Interests in such First-Tier Foreign Subsidiaries (other than by any Excluded Foreign Subsidiary or any Immaterial Subsidiary), the Borrower will, and will cause each of its Restricted Subsidiaries to, promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent reasonably deems necessary to grant to the Administrative Agent, for the benefit in favor of the Secured PartiesParties as Collateral for the Obligations. Without limiting the generality of the foregoing, a perfected first priority security interest in the Capital Stock of such event that any Obligor shall form or acquire any new Subsidiary that is owned a First-Tier Foreign Subsidiary, such Obligor will promptly and in any event within [***] days of the formation or acquisition of such Subsidiary (or such longer time as consented to by Administrative Agent in writing) grant a security interest and Lien in 65% of each class of voting Equity Interests and 100% of all other Equity Interests of such Subsidiary in favor of the Borrower or any of its Domestic Subsidiaries Secured Parties as Collateral for the Obligations (provided that in no event the case of a First Tier Foreign Subsidiary that is a Subsidiary Guarantor, such Obligor shall more than 65grant a security interest and Lien in 100% of the total outstanding voting Capital Stock Equity Interests of such Subsidiary in favor of the Secured Parties as Collateral for the Obligations), including entering into any necessary local law security documents and delivery of certificated securities issued by such new Excluded First-Tier Foreign Subsidiary be as required to be so pledged), (ii) deliver to by this Agreement or the Administrative Agent the certificates representing such pledged Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or its Restricted Subsidiary, as applicable, and take such other action as reasonably may be necessary to perfect the Administrative Agent’s security interest therein (provided that the Borrower shall use commercially reasonable efforts after the Effective Date to obtain a perfected share mortgage over 65% of the issued shares of Griffon Australia Holdings Pty Limited (formerly known as Northcote Holdings Australia Pty Ltd.)) and (iii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in customary form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. For the avoidance of doubt, no Foreign Subsidiary of the Borrower that is a “controlled foreign corporation” pursuant to Section 957 of the Code shall be required to provide a guaranty or constitute a “Subsidiary Guarantor” hereunderSecurity Agreement.

Excluded Foreign Subsidiaries. (i) In the event that, as of the end of any fiscal quarter, Excluded Foreign Subsidiaries have, in the aggregate, (A) total Revenues for the four-quarter period ending as of such fiscal quarter constituting 10% or more of the total Revenues of Borrower and its Subsidiaries on a consolidated basis for the four-quarter period ending as of such fiscal quarter, or (B) total assets as of the end of such fiscal quarter constituting 10% or more of the total assets of Borrower and its Subsidiaries on a consolidated basis as of the end of such fiscal quarter, promptly (and, in any event, no later than the date a Compliance Certificate is required pursuant to Section 8.01(c) for such fiscal quarter) (or such longer time as consented to by Administrative Agent in writing) Obligors shall cause one or more of such Excluded Foreign Subsidiaries to become Subsidiary Guarantors in the manner set forth in Section 8.12(a), such that, after such Subsidiaries become Subsidiary Guarantors, the non-guarantor Excluded Foreign Subsidiaries in the aggregate shall cease to have Revenues or assets, as applicable, that meet the thresholds set forth in clauses (A) and (B) above; provided that no Excluded Foreign Subsidiary shall be required to become a Subsidiary Guarantor if doing so would result in material adverse tax consequences for Borrower and its Subsidiaries, taken as a whole. (ii) With respect to any new Excluded each First-Tier Foreign Subsidiary, such Obligor shall grant a security interest in and Lien on (A) if such grant and Lien would result in material adverse tax consequences for Borrower and its Subsidiaries, taken as a whole, 65% of each class of voting Equity Interests and 100% of all other Equity Interests in such First-Tier Foreign Subsidiary (other than an Immaterial Subsidiary) created or acquired after the Effective Date by the Borrower or any of its Restricted Subsidiaries (other than by any Excluded Foreign Subsidiary or any Immaterial Subsidiary), the Borrower will, and will cause each of its Restricted Subsidiaries to, promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent reasonably deems necessary to grant to the Administrative Agent, for the benefit in favor of the Secured PartiesParties as Collateral for the Obligations and (B) in any other case, a perfected first priority 100% of the Equity Interests of such First-Tier Foreign Subsidiary in favor of the Secured Parties as Collateral for the Obligations, in each case including entering into any necessary local law security interest documents and delivery of certificated securities issued by such First-Tier Foreign Subsidiary as required by this Agreement or the Security Agreement. Without limiting the generality of the foregoing, in the Capital Stock of such event that any Obligor shall form or acquire any new Subsidiary that is owned a First-Tier Foreign Subsidiary, such Obligor will promptly and in any event within thirty (30) days of the formation or acquisition of such Subsidiary (or such longer time as consented to by the Administrative Agent in writing) grant a security interest in and Lien on (A) if such grant and Lien would result in material adverse tax consequences for Borrower or any of and its Domestic Subsidiaries (provided that in no event shall more than Subsidiaries, taken as a whole, 65% of the total outstanding each class of voting Capital Stock Equity Interests and 100% of any all other Equity Interests in such new Excluded First-Tier Foreign Subsidiary be required to be so pledged), (ii) deliver to the Administrative Agent the certificates representing such pledged Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer favor of the Borrower or its Restricted SubsidiarySecured Parties as Collateral for the Obligations and (B) in any other case, as applicable, and take such other action as reasonably may be necessary to perfect the Administrative Agent’s security interest therein (provided that the Borrower shall use commercially reasonable efforts after the Effective Date to obtain a perfected share mortgage over 65100% of the Equity Interests of such First-Tier Foreign Subsidiary in favor of the Secured Parties as Collateral for the Obligations, in each case including entering into any necessary local law security documents and delivery of certificated securities issued shares by such First-Tier Foreign Subsidiary as required by this Agreement or the Security Agreement. Notwithstanding the foregoing, Administrative Agent has the sole discretion to waive any requirements described in this Section 8.12(b)(ii), including any local law security documents, if the costs of Griffon Australia Holdings Pty Limited (formerly known as Northcote Holdings Australia Pty Ltd.)) and (iii) if requested by the Administrative Agent, deliver obtaining such a security interest or perfection thereof are excessive in relation to the Administrative Agent legal opinions relating benefit to the matters described above, which opinions shall be in customary form and substance, and from counsel, reasonably satisfactory to Secured Parties under the Administrative Agent. For the avoidance of doubt, no Foreign Subsidiary Loan Documents of the Borrower that is a “controlled foreign corporation” pursuant security to Section 957 of the Code shall be required to provide a guaranty or constitute a “Subsidiary Guarantor” hereunderafforded thereby.

Excluded Foreign Subsidiaries. (i) In the event that, at any time, Excluded Foreign Subsidiaries have, in the aggregate, (A) total revenues constituting 5% or more of the total revenues of Borrower and its Subsidiaries on a consolidated basis, or (B) total assets constituting 5% or more of the total assets of Borrower and its Subsidiaries on a consolidated basis, promptly (and, in any event, within 30 days after such time) Obligors shall cause one or more of such Excluded Foreign Subsidiaries to become Subsidiary Guarantors in the manner set forth in Section 8.12(a), such that, after such Subsidiaries become Subsidiary Guarantors, the non-guarantor Excluded Foreign Subsidiaries in the aggregate shall cease to have revenues or assets, as applicable, that meet the thresholds set forth in clauses (A) and (B) above; provided that no Excluded Foreign Subsidiary shall be required to become a Subsidiary Guarantor if doing so would result in material adverse tax consequences for Borrower and its Subsidiaries, taken as a whole. (ii) With respect to any new Excluded each First-Tier Foreign Subsidiary (that is not a Subsidiary Guarantor, such Obligor shall grant a security interest and Lien in 65% of each class of voting Equity Interest and 100% of all other than an Immaterial Subsidiary) created or acquired after the Effective Date by the Borrower or any of its Restricted Equity Interests in such First-Tier Foreign Subsidiaries (other than by any Excluded Foreign Subsidiary or any Immaterial Subsidiary), the Borrower will, and will cause each of its Restricted Subsidiaries to, promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent reasonably deems necessary to grant to the Administrative Agent, for the benefit in favor of the Secured PartiesParties as Collateral for the Obligations. Without limiting the generality of the foregoing, a perfected first priority security interest in the Capital Stock of such event that any Obligor shall form or acquire any new Subsidiary that is owned a First-Tier Foreign Subsidiary, such Obligor will promptly and in any event within thirty (30) days of the formation or acquisition of such Subsidiary (or such longer time as consented to by Administrative Agent in writing) grant a security interest and Lien in 65% of each class of voting Equity Interests and 100% of all other Equity Interests of such Subsidiary in favor of the Borrower or any of its Domestic Subsidiaries Secured Parties as Collateral for the Obligations (provided that in no event the case of a First-Tier Foreign Subsidiary that is a Subsidiary Guarantor, such Obligor shall more than 65grant a security interest and Lien in 100% of the total outstanding voting Capital Stock Equity Interests of such Subsidiary in favor of the Secured Parties as Collateral for the Obligations), including entering into any necessary local law security documents and delivery of certificated securities issued by such new Excluded First-Tier Foreign Subsidiary be as required to be so pledged), (ii) deliver to by this Agreement or the Administrative Agent the certificates representing such pledged Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or its Restricted Subsidiary, as applicable, and take such other action as reasonably may be necessary to perfect the Administrative Agent’s security interest therein (provided that the Borrower shall use commercially reasonable efforts after the Effective Date to obtain a perfected share mortgage over 65% of the issued shares of Griffon Australia Holdings Pty Limited (formerly known as Northcote Holdings Australia Pty Ltd.)) and (iii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in customary form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. For the avoidance of doubt, no Foreign Subsidiary of the Borrower that is a “controlled foreign corporation” pursuant to Section 957 of the Code shall be required to provide a guaranty or constitute a “Subsidiary Guarantor” hereunderSecurity Agreement.

Excluded Foreign Subsidiaries. With respect to (i) In the event that, at any new time, Excluded Foreign Subsidiary Subsidiaries have, in the aggregate, (other than an Immaterial SubsidiaryA) created total revenues constituting 15% or acquired after more of the Effective Date by total revenues of Borrower and its Subsidiaries on a consolidated basis, or (B) total assets constituting 15% or more of the total assets of Borrower or any of and its Restricted Subsidiaries (other than by any Excluded Foreign Subsidiary or any Immaterial Subsidiary), the Borrower will, and will cause each of its Restricted Subsidiaries toon a consolidated basis, promptly (iand, in any event, [†] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION within thirty (30) execute and deliver days (or such longer time as consented to the by Administrative Agent in writing)) Obligors shall cause one or more of such amendments Excluded Foreign Subsidiaries to the Guarantee and Collateral Agreement as the Administrative Agent reasonably deems necessary to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest become Subsidiary Guarantors in the Capital Stock of manner set forth in Section 8.12(a), such new that, after such Subsidiaries become Subsidiary that is owned by Guarantors, the Borrower or any of its Domestic Subsidiaries (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new non-guarantor Excluded Foreign Subsidiary be required Subsidiaries in the aggregate shall cease to be so pledged), (ii) deliver to the Administrative Agent the certificates representing such pledged Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower have revenues or its Restricted Subsidiaryassets, as applicable, and take such other action as reasonably may be necessary to perfect that meet the Administrative Agent’s security interest therein thresholds set forth in clauses (provided that the Borrower shall use commercially reasonable efforts after the Effective Date to obtain a perfected share mortgage over 65% of the issued shares of Griffon Australia Holdings Pty Limited (formerly known as Northcote Holdings Australia Pty Ltd.)A) and (iiiB) if requested by above; provided however that notwithstanding the Administrative Agentforegoing, deliver to any Foreign Subsidiary that individually generates revenue constituting 10% or more of the Administrative Agent legal opinions relating to total revenues of Borrower and its Subsidiaries on a consolidated basis, or individually owns total assets constituting 10% or more of the matters described above, which opinions total assets of Borrower and its Subsidiaries on a consolidated basis shall be required to become a Subsidiary Guarantor in customary form the manner set forth in Section 8.12(a); provided further that no Foreign Subsidiary shall be required to become a Subsidiary Guarantor if doing so would result in material adverse tax consequences for Borrower and substanceits Subsidiaries, and from counsel, reasonably satisfactory to the Administrative Agenttaken as a whole. For the avoidance of doubt, no revenues and assets of Foreign Subsidiaries considered in the calculation of the preceding thresholds shall not include intercompany revenues and assets that are eliminated in consolidation. For the purposes of this Section 8.12(b)(i), the determination of whether a “material adverse tax consequence” shall be deemed to result from such Foreign Subsidiary becoming a Subsidiary Guarantor shall be made by Administrative Agent, in Administrative Agent’s sole reasonable discretion, following consultation with Borrower, taking into consideration and weighing, among others, the following relevant factors: (i) the magnitude of an increase in Borrower’s tax liability or a reduction in Borrower’s net operating loss carryforward, taken as a whole; (ii) the amount of revenues generated by or assets accumulated at such Foreign Subsidiary compared with those generated by or accumulated at the Obligors; (iii) whether the Loans are over- or under-collateralized; (iv) the financial performance of the Borrower and its Subsidiaries, taken as a whole, and the Obligors’ ability to perform the Obligations at such time; and (v) the cost to the Borrower and its Subsidiaries balanced against the practical benefit to the Secured Parties. (ii) With respect to each First-Tier Foreign Subsidiary, such Obligor shall grant a security interest and Lien in 65% of the voting Equity Interests and 100% of all other Equity Interests in such First-Tier Foreign Subsidiaries in favor of the Secured Parties as Collateral for the Obligations. Without limiting the generality of the foregoing, in the event that any Obligor shall form or acquire any new Subsidiary that is a “controlled foreign corporation” pursuant to Section 957 First-Tier Foreign Subsidiary, such Obligor will promptly and in any event within thirty (30) days of the Code shall be required formation or acquisition of such Subsidiary (or such longer time as consented to provide by Administrative Agent in writing) grant a guaranty or constitute security interest and Lien in 65% of the voting Equity Interests and 100% of all other Equity Interests of such Subsidiary in favor of the Secured Parties as Collateral for the Obligations (provided that in the case of a “First-Tier Foreign Subsidiary that is a Subsidiary Guarantor” hereunder, such Obligor shall grant a security interest and Lien in 100% of the Equity Interests of such Subsidiary in favor of the Secured Parties as Collateral for the Obligations), including entering into any necessary local law security documents and delivery of certificated securities issued by such First-Tier Foreign Subsidiary as required by this Agreement or the Security Agreement. Notwithstanding anything else contained in this Section 8.12(b)(ii), the Lenders shall not require any foreign law documents to perfect, register or otherwise document a security interest in the voting stock of any Foreign Subsidiary in a jurisdiction outside the United States unless either (1) such Foreign Subsidiary has assets or revenues representing more than the [†] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION 60 greater of (A) $3,000,000 or (B) 5% of Borrower’s total consolidated assets or revenues (subject to the reimbursement limitations described in Section 8.12(c)), or (2) the Lenders bear all legal and filing costs, fees, expenses and other amounts relating to such perfection, registration or documentation of such security interest in the voting stock of such Foreign Subsidiary in such foreign jurisdiction.

Excluded Foreign Subsidiaries. With respect (i) Subject to Section 8.12(c), in the event that, at any new time, Excluded Foreign Subsidiaries have, in the aggregate, (x) total Revenues constituting 5% or more of the total Revenues of Borrower and its Subsidiaries on a consolidated basis, or (y) total assets constituting 5% or more of the total assets of Borrower and its Subsidiaries on a consolidated basis, promptly (and, in any event, within 30 days after such time) Obligors shall cause one or more of such Excluded Foreign Subsidiaries to become Subsidiary Guarantors in the manner set forth in Section 8.12(a), such that, after such Subsidiaries become Subsidiary Guarantors, the non-guarantor Excluded Foreign Subsidiaries in the aggregate shall cease to have Revenues or assets, as applicable, that meet the thresholds set forth in clauses (x) and (y) above; provided that no Excluded Foreign Subsidiary shall be required to become a Subsidiary Guarantor if doing so would result in material adverse tax consequences for Borrower and its Subsidiaries, taken as a whole. (other than an Immaterial Subsidiaryii) created or acquired after the Effective Date by the Borrower or any of its Restricted Subsidiaries (other than by any Excluded Subject to Section 8.12(c), with respect to each First-Tier Foreign Subsidiary or any Immaterial Subsidiary)that is not a Subsidiary Guarantor, the Borrower will, such Obligor shall grant a security interest and will cause Lien in 65% of each class of its Restricted voting Equity Interest and 100% of all other Equity Interests in such First-Tier Foreign Subsidiaries to, promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent reasonably deems necessary to grant to the Administrative Agent, for the benefit in favor of the Secured PartiesParties as Collateral for the Obligations. 137168310 v21 Without limiting the generality of the foregoing, a perfected first priority security interest in the Capital Stock of such event that any Obligor shall form or acquire any new Subsidiary that is owned a First-Tier Foreign Subsidiary, such Obligor will promptly and in any event within thirty (30) days of the formation or acquisition of such Subsidiary (or such longer time as consented to by the Borrower or any of its Domestic Subsidiaries (provided that Administrative Agent in no event shall more than writing) grant a security interest and Lien in 65% of each class of voting Equity Interests and 100% of all other Equity Interests of such Subsidiary in favor of the total outstanding voting Capital Stock Secured Parties as Collateral for the Obligations (provided that, in the case of any such new Excluded a First-Tier Foreign Subsidiary be required to be so pledged)that is a Subsidiary Guarantor, (ii) deliver to the Administrative Agent the certificates representing such pledged Capital Stock, together with undated stock powers, in blank, executed and delivered by Obligor shall grant a duly authorized officer of the Borrower or its Restricted Subsidiary, as applicable, and take such other action as reasonably may be necessary to perfect the Administrative Agent’s security interest therein (provided that the Borrower shall use commercially reasonable efforts after the Effective Date to obtain a perfected share mortgage over 65and Lien in 100% of the issued shares Equity Interests of Griffon Australia Holdings Pty Limited (formerly known as Northcote Holdings Australia Pty Ltd.)) and (iii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be such Subsidiary in customary form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. For the avoidance of doubt, no Foreign Subsidiary favor of the Borrower that is a “controlled foreign corporation” pursuant to Section 957 Secured Parties as Collateral for the Obligations), including entering into any necessary local law security documents and delivery of the Code shall be required to provide a guaranty or constitute a “Subsidiary Guarantor” hereundercertificated securities issued by such First-Tier Foreign Subsidiary.

Excluded Foreign Subsidiaries. (i) In the event that, at any time, Excluded Foreign Subsidiaries have, in the aggregate, (i) total revenues constituting 5% or more of the total revenues of Borrower and its Subsidiaries on a consolidated basis, or (ii) total assets constituting 5% or more of the total assets of Borrower and its Subsidiaries on a consolidated basis, promptly (and, in any event, within [***] days after such time) Obligors shall cause one or more of such Excluded Foreign Subsidiaries to become Subsidiary Guarantors in the manner set forth in Section 8.12(a) , such that, after such Subsidiaries become Subsidiary Guarantors, the non-guarantor Excluded Foreign Subsidiaries in the aggregate shall cease to have revenues or assets, as applicable, that meet the thresholds set forth in clauses (i) and (ii) above; provided that no Excluded Foreign Subsidiary shall be required to become a Subsidiary Guarantor if doing so would result in material adverse tax consequences for Borrower and its Subsidiaries, taken as a whole. (ii) With respect to any new Excluded each First-Tier Foreign Subsidiary (that is not a Subsidiary Guarantor, such Obligor shall grant a security interest and Lien in 65% of each class of voting Equity Interest and 100% of all other than an Immaterial Subsidiary) created or acquired after the Effective Date by the Borrower or any of its Restricted Equity Interests in such First-Tier Foreign Subsidiaries (other than by any Excluded Foreign Subsidiary or any Immaterial Subsidiary), the Borrower will, and will cause each of its Restricted Subsidiaries to, promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent reasonably deems necessary to grant to the Administrative Agent, for the benefit in favor of the Secured PartiesParties as Collateral for the Obligations. Without limiting the generality of the foregoing, a perfected first priority security interest in the Capital Stock of such event that any Obligor shall form or acquire any new Subsidiary that is owned a First-Tier Foreign Subsidiary, such Obligor will promptly and in any event within [***] days of the formation or acquisition of such Subsidiary (or such longer time as consented to by Administrative Agent in writing) grant a security interest and Lien in 65% of each class of voting Equity Interests and 100% of all other Equity Interests of such Subsidiary in favor of the Borrower or any of its Domestic Subsidiaries (Secured Parties as Collateral for the Obligations ( provided that in no event the case of a First Tier Foreign Subsidiary that is a Subsidiary Guarantor, such Obligor shall more than 65grant a security interest and Lien in 100% of the total outstanding voting Capital Stock Equity Interests of such Subsidiary in favor of the Secured Parties as Collateral for the Obligations), including entering into any necessary local law security documents and delivery of certificated securities issued by such new Excluded First-Tier Foreign Subsidiary be as required to be so pledged), (ii) deliver to by this Agreement or the Administrative Agent the certificates representing such pledged Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or its Restricted Subsidiary, as applicable, and take such other action as reasonably may be necessary to perfect the Administrative Agent’s security interest therein (provided that the Borrower shall use commercially reasonable efforts after the Effective Date to obtain a perfected share mortgage over 65% of the issued shares of Griffon Australia Holdings Pty Limited (formerly known as Northcote Holdings Australia Pty Ltd.)) and (iii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in customary form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. For the avoidance of doubt, no Foreign Subsidiary of the Borrower that is a “controlled foreign corporation” pursuant to Section 957 of the Code shall be required to provide a guaranty or constitute a “Subsidiary Guarantor” hereunderSecurity Agreement.

Excluded Foreign Subsidiaries. With respect to any new Excluded Foreign Subsidiary (other than an Immaterial Subsidiary) created or acquired after the Effective Date by the Borrower or any of its Restricted Subsidiaries (other than by any Excluded Foreign Subsidiary or any Immaterial Subsidiary), the Borrower will, and will cause each of its Restricted Subsidiaries to, promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent reasonably deems necessary to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by the Borrower or any of its Domestic Subsidiaries (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Excluded Foreign Subsidiary be required to be so pledged), (ii) deliver to the Administrative Agent the certificates representing such pledged Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or its Restricted Subsidiary, as applicable, and take such other action as 509265-1574-14872-Active.18681323.8 reasonably may be necessary to perfect the Administrative Agent’s security interest therein (provided that the Borrower shall use commercially reasonable efforts after the Effective Date to obtain a perfected share mortgage over 65% of the issued shares of Griffon Australia Holdings Pty Limited (formerly known as Northcote Holdings Australia Pty Ltd.)) and (iii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in customary form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. For the avoidance of doubt, no Foreign Subsidiary of the Borrower that is a “controlled foreign corporation” pursuant to Section 957 of the Code shall be required to provide a guaranty or constitute a “Subsidiary Guarantor” hereunder.

Excluded Foreign Subsidiaries. (i) In the event that, at any time, Excluded Foreign Subsidiaries have, in the aggregate, (A) total revenues constituting 5% or more of the total revenues of Parent and its Subsidiaries on a consolidated basis, or (B) total assets constituting 5% or more of the total assets of Parent and its Subsidiaries on a consolidated basis, promptly (and, in any event, within 30 days after such time) Obligors shall cause one or more of such Excluded Foreign Subsidiaries, including any Domestic Subsidiary owned by such Excluded Foreign Subsidiary, to become Subsidiary Guarantors in the manner set forth in Section 8.12(a), such that, after such Subsidiaries become Subsidiary Guarantors, the -77- non‑guarantor Excluded Foreign Subsidiaries in the aggregate shall cease to have revenues or assets, as applicable, that meet the thresholds set forth in clauses (A) and (B) above; provided that no Excluded Foreign Subsidiary, or any Domestic Subsidiary owned by such Excluded Foreign Subsidiary, shall be required to become a Subsidiary Guarantor if doing so would result in material adverse tax consequences for Parent and its Subsidiaries, taken as a whole. (ii) With respect to each First‑Tier Foreign Subsidiary that is not a Subsidiary Guarantor, the applicable Obligor shall grant a security interest and Lien in 65% of each class of voting Equity Interest and 100% of all other Equity Interests in such First‑Tier Foreign Subsidiaries in favor of the Secured Parties as Collateral for the Obligations. Without limiting the generality of the foregoing, in the event that any Obligor shall form or acquire any new Excluded Subsidiary that is a First‑Tier Foreign Subsidiary, such Obligor will promptly and in any event within 30 days of the formation or acquisition of such Subsidiary (or such longer time as consented to by Administrative Agent in writing) grant a security interest and Lien in 65% of each class of voting Equity Interests and 100% of all other Equity Interests of such Subsidiary in favor of the Secured Parties as Collateral for the Obligations (provided that in the case of a First‑Tier Foreign Subsidiary (other than an Immaterial Subsidiary) created or acquired after that is a Subsidiary Guarantor, such Obligor shall grant a security interest and Lien in 100% of the Effective Date Equity Interests of such Subsidiary in favor of the Secured Parties as Collateral for the Obligations), including entering into any necessary local law security documents and delivery of certificated securities issued by the Borrower or any of its Restricted Subsidiaries (other than by any Excluded such First‑Tier Foreign Subsidiary as required by this Agreement or any Immaterial Subsidiarythe Security Agreement. (iii) For the purposes of this Section 8.12(b), the Borrower willdetermination of whether a “material adverse tax consequence” shall be deemed to result from (x) any Foreign Subsidiary, and will cause each of its Restricted Subsidiaries toor any Domestic Subsidiary owned by an Excluded Foreign Subsidiary, promptly becoming a Subsidiary Guarantor, or (iy) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent reasonably deems necessary to grant to the Administrative Agent, for the benefit of the Secured Parties, any Obligor granting a perfected first priority security interest and Lien in the Capital Stock of such new Subsidiary that is owned by the Borrower or any of its Domestic Subsidiaries (provided that in no event shall more than 65% of the total outstanding voting Capital Stock stock of any such new Excluded a First‑Tier Foreign Subsidiary be required to be so pledged), (ii) deliver to the Administrative Agent the certificates representing such pledged Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or its Restricted Subsidiary, as applicable, and take such other action as reasonably may be necessary to perfect the Administrative Agent’s security interest therein (provided that the Borrower shall use commercially reasonable efforts after the Effective Date to obtain a perfected share mortgage over 65% of the issued shares of Griffon Australia Holdings Pty Limited (formerly known as Northcote Holdings Australia Pty Ltd.)) and (iii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be made by Majority Lenders in customary form and substancetheir sole but reasonable discretion, and from counsel, reasonably satisfactory to the Administrative Agent. For the avoidance of doubt, no Foreign Subsidiary of the Borrower that is a “controlled foreign corporation” pursuant to Section 957 of the Code shall be required to provide a guaranty or constitute a “Subsidiary Guarantor” hereunderfollowing consultation with Xxxxxx.

Excluded Foreign Subsidiaries. With respect (i) Subject to Section 8.12(c), in the event that, at any new time, Excluded Foreign Subsidiaries have, in the aggregate, (x) total Revenues constituting 5% or more of the total Revenues of Borrower and its Subsidiaries on a consolidated basis, or (y) total assets constituting 5% or more of the total assets of Borrower and its Subsidiaries on a consolidated basis, promptly (and, in any event, within 30 days after such time) Obligors shall cause one or more of such Excluded Foreign Subsidiaries to become Subsidiary Guarantors in the manner set forth in Section 8.12(a), such that, after such Subsidiaries become Subsidiary Guarantors, the non-guarantor Excluded Foreign Subsidiaries in the aggregate shall cease to have Revenues or assets, as applicable, that meet the thresholds set forth in clauses (x) and (y) above; provided that no Excluded Foreign Subsidiary shall be required to become a Subsidiary Guarantor if doing so would result in material adverse tax consequences for Borrower and its Subsidiaries, taken as a whole. (other than an Immaterial Subsidiaryii) created or acquired after the Effective Date by the Borrower or any of its Restricted Subsidiaries (other than by any Excluded Subject to Section 8.12(c), with respect to each First-Tier Foreign Subsidiary or any Immaterial Subsidiary)that is not a Subsidiary Guarantor, the Borrower will, such Obligor shall grant a security interest and will cause Lien in 65% of each class of its Restricted voting Equity Interest and 100% of all other Equity Interests in such First-Tier Foreign Subsidiaries to, promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent reasonably deems necessary to grant to the Administrative Agent, for the benefit in favor of the Secured PartiesParties as Collateral for the Obligations. Without limiting the generality of the foregoing, a perfected first priority security interest in the Capital Stock of such event that any Obligor shall form or acquire any new Subsidiary that is owned a First-Tier Foreign Subsidiary, such Obligor will promptly and in any event within thirty (30) days of the formation or acquisition of such Subsidiary (or such longer time as consented to by the Borrower or any of its Domestic Subsidiaries (provided that Administrative Agent in no event shall more than writing) grant a security interest and Lien in 65% of each class of voting Equity Interests and 100% of all other Equity Interests of such Subsidiary in favor of the total outstanding voting Capital Stock Secured Parties as Collateral for the Obligations (provided that, in the case of any such new Excluded a First-Tier Foreign Subsidiary be required to be so pledged)that is a Subsidiary Guarantor, (ii) deliver to the Administrative Agent the certificates representing such pledged Capital Stock, together with undated stock powers, in blank, executed and delivered by Obligor shall grant a duly authorized officer of the Borrower or its Restricted Subsidiary, as applicable, and take such other action as reasonably may be necessary to perfect the Administrative Agent’s security interest therein (provided that the Borrower shall use commercially reasonable efforts after the Effective Date to obtain a perfected share mortgage over 65and Lien in 100% of the issued shares Equity Interests of Griffon Australia Holdings Pty Limited (formerly known as Northcote Holdings Australia Pty Ltd.)) and (iii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be such Subsidiary in customary form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. For the avoidance of doubt, no Foreign Subsidiary favor of the Borrower that is a “controlled foreign corporation” pursuant to Section 957 Secured Parties as Collateral for the Obligations), including entering into any necessary local law security documents and delivery of the Code shall be required to provide a guaranty or constitute a “Subsidiary Guarantor” hereundercertificated securities issued by such First-Tier Foreign Subsidiary.