Common use of Future Subsidiaries; Additional Collateral Clause in Contracts

Future Subsidiaries; Additional Collateral. Each Borrower will, and will cause its Subsidiaries to, 9.9.1 with respect to each Subsidiary of a Borrower created (through organization, acquisition or otherwise) subsequent to the Effective Date, within thirty (30) days of such creation, cause the holder of such Subsidiary’s equity interests to execute such documents and make such deliveries as may be necessary to ensure the Lenders’ first priority perfected security interest in such equity interests, and cause such new Subsidiary to execute and deliver to the Lenders a joinder agreement to the Security Agreement and a Guaranty encumbering the ownership interests of such Subsidiary; and 9.9.2 with respect to real property owned, leased or otherwise acquired by Borrower or any Subsidiary after the Effective Date, not later than sixty (60) days after such property is acquired, execute or cause to be executed (i) in the case of real property owned, a mortgage covering such owned real property so long as such real property has an appraised value of greater than $100,000 and (ii) in the case of real property leased, a lessor’s acknowledgment and consent in form and substance reasonably acceptable to the Lenders so long as Collateral with an appraised value of greater than $100,000 is located on such leased property, together with such real estate documentation and environmental reports and audits as may be required by the Lenders, provided, further, if an Event of Default has occurred and is continuing, the applicable Borrower or Subsidiary shall execute or cause to be executed a mortgage or lessor’s acknowledgement and consent, as applicable, irregardless of the appraised value of the real property or Collateral, and deliver such mortgage or lessor’s acknowledgment to the Lenders together with such real estate documentation as may be required by the Lenders.

Future Subsidiaries; Additional Collateral. Each Borrower will, and will cause its Subsidiaries to, 9.9.1 with (a) With respect to each Person which becomes a (i) Domestic Subsidiary of a the Borrower created (through organization, acquisition directly or otherwiseindirectly) subsequent to the Effective Date, whether by Permitted Acquisition or otherwise, cause such new Domestic Subsidiary or (ii) Foreign Subsidiary (including any CFC) of the Borrower (directly or indirectly) subsequent to the Effective Date, whether by Permitted Acquisition or otherwise, unless the Agent, acting in consultation with the Borrower, reasonably determines in good faith that the cost, burden, difficulty and/or consequence of obtaining a guaranty or security interest with respect thereto outweigh the benefit to the Lenders after conducting due diligence on such Foreign Subsidiary, cause such new Foreign Subsidiary, to execute and deliver to the Agent, for and on behalf of itself and each of the Lenders (unless waived by the Agent) the below items set forth in clauses (i)-(iii); provided, that no CFC or CFC Holding Company shall be required to complete the items set forth in clauses (a)(i)-(iii) below if completing such requirements would reasonably be expected to result in material tax liabilities or material adverse tax consequences as jointly determined in good faith by the Borrower and the Agent: (i) within thirty (30) days of after the date such creationPerson becomes a Subsidiary (or such longer time period as the Agent may determine, cause without any requirement for Lender consent), a Guaranty, or in the holder of such Subsidiary’s equity interests to execute such documents and make such deliveries as may be necessary to ensure the Lenders’ first priority perfected security interest in such equity interestsevent that a Guaranty already exists, and cause such new Subsidiary to execute and deliver a joinder agreement to the Lenders Guaranty whereby such Subsidiary becomes obligated as a Guarantor under the Guaranty; (ii) within thirty (30) days after the date such Person becomes a Subsidiary (or such longer time period as the Agent may determine, without any requirement for Lender consent), a joinder agreement to the Security Agreement whereby such Subsidiary grants a Lien over its assets (other than Equity Interests which should be governed by (b) of this Section 6.13) as set forth in the Security Agreement, and such Subsidiary shall take such additional actions as may be necessary to ensure a Guaranty encumbering the ownership interests valid perfected Lien over such assets of such Subsidiary, subject only to the other Liens permitted pursuant to Section 7.2 of this Agreement; and 9.9.2 with and (iii) within the time period specified in and to the extent required under clause (c) of this Section 6.13, a Mortgage, Collateral Access Agreements and/or other documents required to be delivered in connection therewith; (b) With respect to the Equity Interests of each Person which becomes (whether by Permitted Acquisition or otherwise) (i) a Domestic Subsidiary or a Foreign Subsidiary which becomes (or is required to become) a Guarantor subsequent to the Effective Date, cause the Borrower or the Guarantor that holds such Equity Interests to execute and deliver such Pledge Agreements, and take such actions as (i) With respect to the acquisition of a fee interest in real property owned, leased or otherwise acquired by the Borrower or any Subsidiary Guarantor after the Effective DateDate (whether by Permitted Acquisition or otherwise), not later than sixty (60) days after the acquisition is consummated (or such property is acquiredlonger time period as the Agent may determine, without any requirement for Lender consent), the Borrower or such Guarantor shall execute or cause to be executed (i) unless waived in writing by the case of real property ownedAgent), a mortgage Mortgage (or an amendment to an existing mortgage, where appropriate) covering such owned real property so long property, together with such additional real estate documentation, environmental reports, title policies and surveys as such real property has an appraised value of greater than $100,000 and may be reasonably required by the Agent; (ii) with respect to the acquisition of any leasehold interest in the case of real property leasedby the Borrower or any Guarantor after the Effective Date (whether by Permitted Acquisition or otherwise) at which the Borrower or such Guarantor maintains its headquarters location, not later than forty-five (45) days after the acquisition is consummated (or such longer time period as the Agent may determine, without any requirement for Lender consent), the Borrower or such Guarantor shall deliver to the Agent a copy of the applicable lease agreement and shall use commercially reasonably efforts to execute or cause to be executed, unless otherwise waived in writing by the Agent, a lessor’s acknowledgment and consent Collateral Access Agreement in form and substance reasonably acceptable to the Lenders so long Agent together with such other documentation as may be reasonably required by the Agent; and (iii) with respect to the acquisition of any other leasehold interest in real property by the Borrower or any Guarantor after the Effective Date (whether by Permitted Acquisition or otherwise) at which the Borrower or such Guarantor holds or stores Collateral with an appraised aggregate net book value in excess of greater $2,500,000 at each such location, not later than $100,000 sixty (60) days after the date on which Collateral in excess of such threshold amount is located on the location subject to such leased propertylease (or such longer time period as the Agent may determine, together with such real estate documentation and environmental reports and audits as may be required by the Lenders, provided, further, if an Event of Default has occurred and is continuingwithout any requirement for Lender consent), the applicable Borrower or Subsidiary such Guarantor shall deliver to the Agent a copy of the applicable lease agreement and shall use commercially reasonable efforts to execute or cause to be executed executed, unless otherwise waived by the Agent, a mortgage or lessor’s acknowledgement Collateral Access Agreement in form and consent, as applicable, irregardless of the appraised value of the real property or Collateral, and deliver such mortgage or lessor’s acknowledgment substance reasonably acceptable to the Lenders Agent, together with such real estate other documentation as may be reasonably required by the Lenders.Agent; in each case in form reasonably satisfactory to the Agent, in its reasonable discretion, together with such supporting documentation, including without limitation corporate authority items, certificates and opinions of counsel, as reasonably required by the Agent. Upon the Agent’s request, the Borrower and the

Future Subsidiaries; Additional Collateral. Each Borrower will, and will cause its Subsidiaries to, 9.9.1 with (a) With respect to each Person which becomes a Domestic Subsidiary of a Borrower created (through organization, acquisition or otherwise) subsequent to the Effective Date, within thirty (30) days of such creationwhether by Permitted Acquisition, cause the holder of such Subsidiary’s equity interests to execute such documents and make such deliveries as may be necessary to ensure the Lenders’ first priority perfected security interest in such equity interestsDivision or otherwise, and cause such new Domestic Subsidiary to execute and deliver to the Agent, for and on behalf of each of the Lenders (unless waived by the Agent and the Majority Lenders): (i) within thirty (30) days after the date such Person becomes a Domestic Subsidiary (or such longer time period as the Agent and the Majority Lenders may determine), a Guaranty, or in the event that a Guaranty already exists, a joinder agreement to the Guaranty whereby such Domestic Subsidiary becomes obligated as a Guarantor under the Guaranty; and (ii) within thirty (30) days after the date such Person becomes a Domestic Subsidiary (or such longer time period as the Agent and the Majority Lenders may determine), a joinder agreement to the Security Agreement whereby such Domestic Subsidiary grants a Lien over its assets (other than Equity Interests which should be governed by (b) of this Section 7.13) as set forth in the Security Agreement, and such Domestic Subsidiary shall take such additional actions as may be necessary to ensure a Guaranty encumbering the ownership interests valid first priority perfected Lien over such assets of such Domestic Subsidiary; and, subject only to the other Liens permitted pursuant to Section 8.2 of this Agreement; 9.9.2 with (iii) within the time period specified in and to the extent required under clause (c) of this Section 7.13, a Mortgage, Leasehold Mortgage, Collateral Access Agreements and/or other documents required to be delivered in connection therewith; (b) With respect to real property ownedthe Equity Interests of each Person which becomes (whether by Permitted Acquisition, leased Division or otherwise acquired by Borrower or any otherwise) (i) a Domestic Subsidiary after subsequent to the Effective Date, cause the Credit Party that holds such Equity Interests to execute and deliver such Pledge Agreements, and take such actions as may be necessary to ensure a valid first priority perfected Lien over one hundred percent (100%) of the Equity Interests of such Domestic Subsidiary held by a Credit Party, such Pledge Agreements to be executed and delivered (unless waived by the Agent and the Majority Lenders) within thirty (30) days after the date such Person becomes a Domestic Subsidiary (or such longer time period as the Agent and the Majority Lenders may determine); and (ii) a Foreign Subsidiary subsequent to the Effective Date, all of the Equity Interests of which are held directly by Borrower or one of its Domestic Subsidiaries, cause the Credit Party that holds such Equity Interests to execute and deliver such Pledge Agreements and take such actions as may be necessary to ensure a valid first priority perfected Lien of no more than sixty-five percent (65%) of the total combined voting power of all classes of voting Equity Interests of such Subsidiary and one-hundred percent (100%) of the non-voting Equity Interests, such Pledge Agreements to be executed and delivered (unless waived by the Agent and the Majority Lenders) within thirty (30) days after the date such Person becomes a Foreign Subsidiary (or such longer time period as the Agent and the Majority Lenders may determine); and (i) With respect to the acquisition of a fee interest in real property by any Credit Party after the Effective Date (whether by Permitted Acquisition or otherwise), not later than sixty thirty (6030) days after the acquisition is consummated or the owner of such property is acquiredbecomes a Domestic Subsidiary (or such longer time period as the Agent and the Majority Lenders may determine), such Credit Party shall execute or cause to be executed (i) in unless waived by the case of real property ownedAgent and the Majority Lenders), a mortgage Mortgage (or an amendment to an existing mortgage, where appropriate) covering such owned real property so long property, together with such additional real estate documentation, environmental reports, title policies and surveys as may be reasonably required by the Agent and all flood hazard determination certifications, acknowledgments and evidence of flood insurance and other flood-related documentation with respect to such real property has an appraised value of greater than $100,000 as required by Flood Laws and as otherwise reasonably required by the Agent; and (ii) with respect to the acquisition of any leasehold interest in the case of real property leasedby any Credit Party after the Effective Date (whether by Permitted Acquisition or otherwise), not later than thirty (30) days after the acquisition is consummated or the owner of the applicable leasehold interest becomes a lessorDomestic Subsidiary (or such longer time period as the Agent may determine), the applicable Credit Party shall deliver to the Agent a copy of the applicable lease agreement and shall execute or cause to be executed, at the Agent’s acknowledgment option, unless otherwise waived by the Agent, (x) a Leasehold Mortgage covering the applicable leasehold interest, and consent a Consent and Acknowledgment, together with such additional real estate documentation as may be reasonably required by the Agent or (y) a Collateral Access Agreement in form and substance reasonably acceptable to the Lenders so long Agent together with such other documentation as Collateral with an appraised value of greater than $100,000 is located on such leased propertymay be reasonably required by the Agent; in each case in form reasonably satisfactory to the Agent, in its reasonable discretion, together with such real estate documentation supporting documentation, including without limitation corporate authority items, certificates and environmental reports and audits opinions of counsel, as may be reasonably required by the LendersAgent. Upon the Agent’s request, providedCredit Parties shall take, further, if an Event of Default has occurred and is continuing, the applicable Borrower or Subsidiary shall execute or cause to be executed a mortgage taken, such additional steps as are necessary or lessor’s acknowledgement advisable under applicable law to perfect and consent, as applicable, irregardless ensure the validity and priority of the appraised value Liens granted under this Section 7.13. Notwithstanding the foregoing, (y) the Agent shall not enter into any Mortgage in respect of the any real property acquired by a Credit Party after the Effective Date until sixty (60) days after the Agent or Collateral, and deliver such mortgage or lessor’s acknowledgment the Borrower has delivered to the Lenders together (which may be delivered electronically) the following documents in respect of such real property: (i) sufficient information to allow each Lender to conduct flood insurance due diligence and flood insurance compliance with respect to such property (such information to include without limitation such property’s street address that will be used in the Mortgage with respect to such property and in the mortgage title insurance policy and any other Loan Documents to be delivered in connection with such real estate documentation as may be required Mortgage), (ii) a completed flood hazard determination from a third party vendor; (iii) if any part of such property is located in a Flood Hazard Zone, a notification to the applicable Credit Parties of that fact and, if applicable, notification to the applicable Credit Parties that flood insurance coverage is not available and evidence of the receipt by the Lendersapplicable Credit Parties of such notice; provided that (subject to clause (z) below) the Agent may enter into such Mortgage prior to the end of such sixty (60) day period if the Agent shall have received confirmation from each applicable Lender that such Lender has completed any necessary flood insurance due diligence to its reasonable satisfaction; provided that (subject to clause (z) below) the Agent may enter into such Mortgage prior to the end of such sixty (60) day period if the Agent shall have received confirmation from each applicable Lender that such Lender has completed any necessary flood insurance due diligence to its reasonable satisfaction, and (z) if any part of such property is located in a Flood Hazard Zone and flood insurance coverage is not available, no party shall enter into a Mortgage with respect to such property.

Future Subsidiaries; Additional Collateral. Each Borrower will, and will cause its Subsidiaries to, 9.9.1 with (a) With respect to each Person which becomes a Domestic Subsidiary of a the Borrower created (through organization, acquisition directly or otherwiseindirectly) subsequent to the Effective Date, within thirty (30) days of such creationwhether by Permitted Acquisition or otherwise, cause the holder of such Subsidiary’s equity interests to execute such documents and make such deliveries as may be necessary to ensure the Lenders’ first priority perfected security interest in such equity interests, and cause such new Domestic Subsidiary to execute and deliver to the Agent, for and on behalf of each of the Lenders (unless waived by the Agent (at the direction of the Majority Lenders)): (i) within thirty (30) days after the date such Person becomes a Domestic Subsidiary (or such longer time period as the Agent may determine), a Guaranty, or in the event that a Guaranty already exists, a joinder agreement to the Guaranty whereby such Domestic Subsidiary becomes obligated as a Guarantor under the Guaranty; and (ii) within thirty (30) days after the date such Person becomes a Domestic Subsidiary (or such longer time period as the Agent may determine), a joinder agreement to the Security Agreement whereby such Domestic Subsidiary grants a Lien over its assets (other than Equity Interests which should be governed by (b) of this Section 7.13) as set forth in the Security Agreement, and such Domestic Subsidiary shall take such additional actions as may be necessary to ensure a Guaranty encumbering the ownership interests valid first priority perfected Lien over such assets of such Domestic Subsidiary; and, subject only to the other Liens permitted pursuant to Section 8.2 of this Agreement; 9.9.2 with (iii) within the time period specified in and to the extent required under clause (c) of this Section 7.13, a Mortgage, Collateral Access Agreements and/or other documents required to be delivered in connection therewith; (b) With respect to real property owned, leased the Equity Interests of each Person which becomes (whether by Permitted Acquisition or otherwise acquired by Borrower or any otherwise) (i) a Domestic Subsidiary after subsequent to the Effective Date, cause the Credit Party that holds such Equity Interests to execute and deliver such Pledge Agreements, and take such actions as may be necessary to ensure a valid first priority perfected Lien over one hundred percent (100%) of the Equity Interests of such Domestic Subsidiary held by a Credit Party, such Pledge Agreements to be executed and delivered (unless waived by the Agent (at the direction of the Majority Lenders)) within thirty (30) days after the date such Person becomes a Domestic Subsidiary (or such longer time period as the Agent (acting at the direction of the Majority Lenders) may determine); and (ii) a Foreign Subsidiary subsequent to the Effective Date the Equity Interests of which is held directly by the Borrower or one of its Domestic Subsidiaries, at the request of the Agent, cause the Credit Party that holds such Equity Interests to execute and deliver such Pledge Agreements and take such actions as may be necessary to ensure a valid first priority perfected Lien over sixty-five percent (65%) of the Equity Interests of such Subsidiary, such Pledge Agreements to be executed and delivered (unless waived by the Agent (acting at the direction of the Majority Lenders)) within thirty (30) days after the date such Person becomes a Foreign Subsidiary (or such longer time period as the Agent (acting at the direction of the Majority Lenders) may determine); and (i) With respect to the acquisition of a fee interest in real property by any Credit Party (excluding any Foreign Subsidiaries) after the Effective Date (whether by Permitted Acquisition or otherwise), not later than sixty thirty (6030) days after the acquisition is consummated or the owner of such property is acquiredbecomes a Domestic Subsidiary (or such longer time period as the Agent (acting at the direction of the Majority Lenders) may determine), such Credit Party shall execute or cause to be executed (i) in unless waived by the case Agent (acting at the direction of real property ownedthe Majority Lenders)), a mortgage Mortgage (or an amendment to an existing mortgage, where appropriate) covering such owned real property so long property, together with such additional real estate documentation, environmental reports, title policies and surveys as such real property has an appraised value of greater than $100,000 may be reasonably required by the Agent or the Majority Lenders; and (ii) with respect to the acquisition of any leasehold interest in the case of real property leasedby any Credit Party (excluding any Foreign Subsidiaries) after the Effective Date (whether by Permitted Acquisition or otherwise), not later than thirty (30) days after the acquisition is consummated or the owner of the applicable leasehold interest becomes a lessorDomestic Subsidiary (or such longer time period as the Agent (acting at the direction of the Majority Lenders) may determine), the applicable Credit Party shall deliver to the Agent and each Lender a copy of the applicable lease agreement and shall execute or cause to be executed, at the Agent’s acknowledgment and consent option, unless otherwise waived by the Agent (acting at the direction of the Majority Lenders), or (x) a Collateral Access Agreement in form and substance reasonably acceptable to the Agent and the Majority Lenders so long together with such other documentation as Collateral with an appraised value of greater than $100,000 is located on such leased propertymay be reasonably required by the Agent or any Lender; in each case in form reasonably satisfactory to the Agent and the Majority Lenders, in their reasonable discretion, together with such real estate documentation supporting documentation, including without limitation corporate authority items, certificates and environmental reports and audits opinions of counsel, as may be reasonably required by the Agent or the Majority Lenders. Upon the Agent’s or any Lender’s request, providedCredit Parties shall take, further, if an Event of Default has occurred and is continuing, the applicable Borrower or Subsidiary shall execute or cause to be executed a mortgage taken, such additional steps as are necessary or lessor’s acknowledgement advisable under applicable law to perfect and consent, as applicable, irregardless ensure the validity and priority of the appraised value Liens granted under this Section 7.13. Notwithstanding anything to the contrary in this Section 7.13, the Credit Parties shall not be required to deliver any Pledge Agreements to cover a pledge of the real property or Collateral, Equity Interests of Glaukos Japan and deliver such mortgage or lessor’s acknowledgment to the Lenders together with such real estate documentation as may be required by the LendersGlaukos Germany.

Future Subsidiaries; Additional Collateral. Each Borrower will, and will cause its Subsidiaries to, 9.9.1 with (1) With respect to each Subsidiary of Person which becomes a Borrower created (through organizationMaterial Subsidiary, acquisition or otherwise) subsequent to the Effective DateDate (including any existing Subsidiary that becomes a Material Subsidiary), within thirty (30) days of such creation, cause the holder of such Subsidiary’s equity interests to execute such documents and make such deliveries as may be necessary to ensure the Lenders’ first priority perfected security interest in such equity interests, and cause such new Material Subsidiary to execute and deliver to the Agent, for and on behalf of each of the Lenders (unless waived by Agent): (a) within thirty (30) days after the date such Person becomes a Material Subsidiary (or such longer time period as the Agent may determine), a Guarantee, or in the event that a Guarantee already exists, a joinder agreement to the Guarantee whereby such Material Subsidiary becomes obligated as a Guarantor under the Guarantee; and (b) within thirty (30) days after the date such Person becomes a Material Subsidiary (or such longer time period as the Agent may determine), a Security Agreement or a joinder agreement to the Security Agreement Agreement, whereby such Material Subsidiary grants a Lien over its assets (other than Equity Interests which should be governed by this Section 6.16(2)) as set forth in the Security Agreement, and such Material Subsidiary shall take such additional actions as may be necessary to ensure a Guaranty encumbering the ownership interests valid first priority perfected Lien over such assets of such SubsidiaryMaterial Subsidiary is granted to the Agent, subject only to the other Liens permitted pursuant to Section 7.2 of this Agreement; and 9.9.2 (c) not later than thirty (30) days or such later time period as may be agreed upon with the Agent, execute or use its commercially reasonable efforts to cause to be executed, at the Agent’s option, unless otherwise waived by the Agent, a Collateral Access Agreement with respect to any leasehold interests and/or other documents required to be delivered in connection therewith, each in form and substance reasonably acceptable to the Agent together with such other documentation as may be reasonably required by the Agent; (2) With respect to the Equity Interests of each Person which becomes a Material Subsidiary subsequent to the Effective Date (including any existing Subsidiary that becomes a Material Subsidiary), cause the Credit Party that holds such Equity Interests to execute and deliver an amendment to the Security Agreement or Pledge Agreement, as applicable, and take such actions as may be necessary to ensure a valid first priority perfected Lien is granted to the Agent over one hundred percent (100%) of the Equity Interests (or 65% of the Equity Interests with respect to any Subsidiary that is a non-US Subsidiary, the Equity Interests of which are held by a US Subsidiary) of such Material Subsidiary held by a Credit Party (subject only to Permitted Liens), such amendment to Security Agreement or Pledge Agreement to be executed and delivered (unless waived by Agent) within thirty (30) days after the date such Person becomes a Subsidiary, as the case may be (or such longer time period as Agent may determine; and (3) With respect to the acquisition of any material leasehold interest in real property owned, leased or otherwise acquired by Borrower or any Subsidiary Credit Party after the Effective Date, not later than sixty thirty (6030) days after the acquisition is consummated or the owner of the applicable leasehold interest becomes a Subsidiary (or such property is acquiredlonger time period as the Agent may determine), the applicable Credit Party shall deliver to the Agent a copy of the applicable lease agreement and shall execute or shall use its commercially reasonable efforts to cause to be executed (i) in executed, at the case of real property ownedAgent’s option, unless otherwise waived by the Agent, a mortgage covering such owned real property so long as such real property has an appraised value of greater than $100,000 and (ii) in the case of real property leased, a lessor’s acknowledgment and consent Collateral Access Agreement in form and substance reasonably acceptable to the Lenders so long Agent together with such other documentation as Collateral with an appraised value of greater than $100,000 is located on such leased propertymay be reasonably required by the Agent; in each case in form reasonably satisfactory to the Agent, in its reasonable discretion, together with such real estate documentation supporting documentation, including without limitation corporate authority items, certificates and environmental reports and audits opinions of counsel, as may be reasonably required by the Lenders, provided, further, if an Event of Default has occurred and is continuingAgent. Upon the Agent’s request, the applicable Borrower or Credit Parties and the Material Subsidiary shall execute take, or cause to be executed a mortgage taken, such additional reasonable steps as are necessary or lessor’s acknowledgement advisable under applicable law to perfect and consent, as applicable, irregardless ensure the validity and priority of the appraised value of the real property or Collateral, and deliver such mortgage or lessor’s acknowledgment to the Lenders together with such real estate documentation as may be required by the LendersLiens granted under this Section 6.16.

Future Subsidiaries; Additional Collateral. Each Borrower will, and will cause its Subsidiaries to, 9.9.1 with (a) With respect to each Person which becomes a Domestic Subsidiary of a Borrower created (through organization, acquisition directly or otherwiseindirectly) subsequent after to the Effective Date, whether by acquisition or otherwise, cause such new Domestic Subsidiary to execute and deliver to Bank: (i) within thirty (30) days of after the date such creationPerson becomes a Domestic Subsidiary, cause a Guaranty; and (ii) within thirty (30) days after the holder of date such Person becomes a Domestic Subsidiary’s equity interests to execute such documents and make such deliveries as may be necessary to ensure the Lenders’ first priority perfected security interest in such equity interests, and cause such new Subsidiary to execute and deliver to the Lenders a joinder agreement to the Security Agreement whereby such Domestic Subsidiary grants a Lien over its assets (other than Capital Stock which will be governed by (b) of this Section 7.13) as set forth in the Security Agreement, and such Domestic Subsidiary shall take such additional actions as may be necessary to ensure a Guaranty encumbering the ownership interests valid first priority perfected Lien over such assets of such Domestic Subsidiary; and, subject only to the other Liens permitted by to Section 8.5 of this Agreement; 9.9.2 with (iii) within the time period specified in and to the extent required under clause (c) of this Section 7.13, a Mortgage, Collateral Access Agreement and/or other documents required to be delivered in connection therewith; (b) With respect to real property owned, leased the Capital Stock of each Person which becomes (whether by acquisition or otherwise acquired by Borrower or any otherwise) (i) a Domestic Subsidiary after the Effective Date, not later than sixty cause the Loan Party that holds such Capital Stock to execute and deliver a Security Agreement, or to amend its existing Security Agreement, and take such actions as may be necessary to ensure a valid first priority perfected Lien over one hundred percent (60100%) of the Capital Stock of such Domestic Subsidiary held by such Loan Party, such Security Agreement or amendment to be executed and delivered within thirty (30) days after the date such property is acquired, execute or cause to be executed (i) in the case of real property owned, Person becomes a mortgage covering such owned real property so long as such real property has an appraised value of greater than $100,000 Domestic Subsidiary; and (ii) in a Foreign Subsidiary after the case Effective Date, the Capital Stock of real property leasedwhich is held directly by Borrower or one of its Domestic Subsidiaries, a lessor’s acknowledgment cause the Loan Party that holds such Capital Stock to execute and consent in form deliver such pledge agreements and substance reasonably acceptable to the Lenders so long as Collateral with an appraised value of greater than $100,000 is located on take such leased property, together with such real estate documentation and environmental reports and audits actions as may be required necessary to ensure a valid first priority perfected Lien over sixty-five percent (65%) of the Capital Stock of such Subsidiary, such pledge agreements to be executed and delivered within thirty (30) days after the date such Person becomes a Foreign Subsidiary; (i) With respect to the acquisition of a fee interest in real property by any Loan Party after the LendersEffective Date (whether by acquisition or otherwise), providednot later than thirty (30) days after the acquisition is consummated or the owner of such property becomes a Domestic Subsidiary, further, if an Event of Default has occurred and is continuing, the applicable Borrower or Subsidiary such Loan Party shall execute or cause to be executed a mortgage or lessor’s acknowledgement and consentMortgage covering such real property, as applicable, irregardless of the appraised value of the real property or Collateral, and deliver such mortgage or lessor’s acknowledgment to the Lenders together with such additional real estate documentation, environmental reports, title policies and surveys as may be reasonably required by Bank; and (ii) with respect to the acquisition of any leasehold interest in real property by any Loan Party after the Effective Date (whether by acquisition or otherwise), not later than thirty (30) days after the acquisition is consummated or the owner of the applicable leasehold interest becomes a Domestic Subsidiary, the applicable Loan Party shall deliver to the Bank a copy of the lease agreement and shall use commercially reasonable efforts to execute or cause to be executed a Collateral Access Agreement in form and substance reasonably acceptable to Bank together with such other documentation as may be reasonably required by Bank; in each case in form satisfactory to Bank in its reasonable discretion, together with such supporting documentation, including without limitation corporate authority items, certificates and opinions of counsel, as reasonably required by Bank. Upon Bank’s request, Loan Parties shall take, or cause to be taken, such additional steps as are necessary or advisable under applicable law to perfect and ensure the Lendersvalidity and priority of the Liens granted under this Section 7.13.

Future Subsidiaries; Additional Collateral. Each Borrower will, and will cause its Subsidiaries to, 9.9.1 with (a) With respect to each Person which becomes a Subsidiary of a Borrower created Company (through organization, acquisition directly or otherwiseindirectly) subsequent to the Effective Date, within thirty (30) days of the date such creationPerson is created, cause the holder of such Subsidiary’s equity interests to execute such documents and make such deliveries as may be necessary to ensure the Lenders’ acquired or otherwise becomes a Subsidiary (whichever first priority perfected security interest in such equity interestsoccurs), and cause such new Subsidiary to execute and deliver to the Lenders Agent (x) a Joinder Agreement (attached to the Guaranty as Exhibit A) whereby such Subsidiary becomes obligated as a Guarantor under the Guaranty and (y) a joinder agreement to the Amended and Restated Security Agreement; (b) With respect to the share capital (or other ownership interests) of each Person which becomes a Subsidiary subsequent to the Effective Date, within thirty (30) days of the date such Person is created, acquired or otherwise becomes a Subsidiary, the Company shall execute, or cause to be executed, and deliver to the Agent a Pledge Agreement and or a Guaranty Security Agreement, as applicable, encumbering all of the share capital or other ownership interests of such Subsidiary; andSubsidiary to secure the Obligations of the Company. 9.9.2 with (c) With respect to real property located in the United States owned, leased or otherwise acquired by Borrower the Company or any Subsidiary after the Effective DateDate (except for leases of office space), not later than sixty forty-five (6045) days after such property is acquired, the Company shall execute or cause to be executed (iunless waived by Agent and the Majority Banks) in the case of real property owneda Mortgage (or a leasehold Mortgage, a mortgage where appropriate) covering such owned real property so long as such real property has an appraised value of greater than $100,000 (and (ii) in the case of real property leased, a lessor’s 's acknowledgment and consent in form and substance reasonably acceptable to the Lenders so long as Collateral with an appraised value Agent and the Majority Banks in the case of greater than $100,000 is located on such leased property), together with such real estate documentation listed on Schedule 7.17 hereto; in each case in form reasonably satisfactory to the Agent and environmental reports the Majority Banks, in their reasonable discretion, together with such supporting documentation, including without limitation corporate authority items, certificates and audits opinions of counsel, as may be reasonably required by the LendersAgent and the Majority Banks and the Company shall take, provided, further, if an Event of Default has occurred and is continuing, the applicable Borrower or Subsidiary shall execute or cause to be executed a mortgage taken, such steps as are necessary or lessor’s acknowledgement and consent, as applicable, irregardless of advisable under applicable law to perfect the appraised value of the real property or Collateral, and deliver such mortgage or lessor’s acknowledgment to the Lenders together with such real estate documentation as may be required by the Lendersliens granted under this Section 7.19.

Future Subsidiaries; Additional Collateral. Each (a) Upon the occurrence of a Springing Lien Event, each Borrower willwill take, and will cause its each other Credit Party to take, any and all such actions as are necessary or as the Agent or the Majority Lenders request to ensure that all of the Indebtedness of each Credit Party under the Loan Documents is secured by first priority perfected Liens in all assets of such Credit Party, other than Excluded Assets (all of which shall constitute Collateral) and each of their Domestic Subsidiaries to, 9.9.1 (including, upon the acquisition or creation thereof, any Subsidiary acquired or created after the Effective Date), in each case as the Agent may determine, including (a) the execution and delivery of guaranties, security agreements, pledge agreements, financing statements and other Collateral Documents, and the filing or recording of any of the foregoing, (b) the delivery of certificated Equity Interests and other Collateral with respect to which perfection is obtained by possession. Furthermore, upon the occurrence of a Springing Lien Event, Borrowers, on behalf of themselves and their respective Domestic Subsidiaries, hereby authorize the Agent to take the following actions: (i) with respect to the Collateral Documents, completion of any blanks and insertion of the date of Springing Lien Event as the “Effective Date” (as defined therein) of such Collateral Documents, (ii) attachment of schedules and other disclosures as most recently delivered by the Credit Parties to the Collateral Documents as may be appropriate and (iii) the filing of UCC financing statements, the Intellectual Property Security Agreement or other documents in the appropriate jurisdictions as may be appropriate for perfecting the Liens evidenced by the Collateral Documents. Once a Springing Lien Event has occurred, notwithstanding any subsequent changes to the Consolidated Funded Debt to EBITDA Ratio, Agent shall retain at all times thereafter, for the benefit of itself and the Lenders, first priority perfected Liens in the Collateral and shall not be obligated to release any such security interests therein. (b) With respect to each Person which becomes a Domestic Subsidiary of a any Borrower created (through organization, acquisition directly or otherwiseindirectly) subsequent to the Effective Date, within thirty (30) days of such creationwhether by Permitted Domestic Acquisition or otherwise, cause the holder of such Subsidiary’s equity interests to execute such documents and make such deliveries as may be necessary to ensure the Lenders’ first priority perfected security interest in such equity interests, and cause such new Domestic Subsidiary to execute and deliver to the Agent, for and on behalf of each of the Lenders (unless waived by the Agent): (i) within 30 days after the date such Person becomes a Domestic Subsidiary (or such longer time period as the Agent may determine), a Guaranty, or in the event that a Guaranty already exists, a joinder agreement to the Guaranty whereby such Domestic Subsidiary becomes obligated as a Guarantor under the Guaranty; and (ii) within 30 days after the date such Person becomes a Domestic Subsidiary (or such longer time period as the Agent may determine), a joinder agreement to the Security Agreement and Intellectual Property Security Agreement whereby such Domestic Subsidiary grants a Guaranty encumbering Lien over its assets (other than Equity Interests which should be governed by clause (c) of this Section 7.13) as set forth in the ownership interests Security Agreement and Intellectual Property Security Agreement, and if a Springing Lien Event has occurred, such Domestic Subsidiary shall take such additional actions as may be necessary to ensure a valid first priority perfected Lien over such assets of such Domestic Subsidiary; and, subject only to the other Liens permitted pursuant to Section 8.2 (including any opinions of counsel reasonably requested by Agent); 9.9.2 with (iii) if a Springing Lien Event has occurred, within the time period specified in and to the extent required under clause (d) of this Section 7.13, Collateral Access Agreements and/or other documents required to be delivered in connection therewith; (c) With respect to real property owned, leased the Equity Interests of each Person which becomes (whether by Permitted Domestic Acquisition or otherwise acquired by Borrower or any otherwise) (i) a Domestic Subsidiary after subsequent to the Effective Date, cause the Credit Party that holds such Equity Interests to execute and deliver such Pledge Agreements, and if a Springing Lien Event has occurred, take such actions as may be necessary to ensure a valid first priority perfected Lien over 100% of the Equity Interests of such Domestic Subsidiary held by a Credit Party, such Pledge Agreements to be executed and delivered (unless waived by the Agent) within 30 days after the date such Person becomes a Domestic Subsidiary (or such longer time period as the Agent may determine); and (ii) a Foreign Subsidiary subsequent to the Effective Date, the Equity Interests of which is held directly by a Borrower or one of its Domestic Subsidiaries, cause the Credit Party that holds such Equity Interests to execute and deliver such Pledge Agreements and if a Springing Lien Event has occurred, take such actions as may be necessary to ensure a valid first priority perfected Lien over 65% of the Equity Interests of such Subsidiary, such Pledge Agreements to be executed and delivered (unless waived by the Agent) within 30 days after the date such Person becomes a Foreign Subsidiary (or such longer time period as the Agent may determine); and (i) With respect to the acquisition of a fee interest in real property by any Credit Party after the Effective Date (whether by Permitted Domestic Acquisition or otherwise), not later than sixty (60) 30 days after the acquisition is consummated or the owner of such property is acquiredbecomes a Domestic Subsidiary (or such longer time period as the Agent may determine), at the request of the Agent, such Credit Party shall execute or cause to be executed (i) in unless waived by the case of real property ownedAgent), a mortgage (or an amendment to an existing mortgage, where appropriate) covering such owned real property so long property, together with, if a Springing Lien Event has occurred, such additional real estate documentation, environmental reports, title policies and surveys as such real property has an appraised value of greater than $100,000 may be reasonably required by the Agent; and (ii) with respect to the acquisition of any leasehold interest in real property by any Credit Party after the Effective Date (whether by Permitted Domestic Acquisition or otherwise), not later than 30 days after the acquisition is consummated or the owner of the applicable leasehold interest becomes a Domestic Subsidiary (or such longer time period as the Agent may determine), the applicable Credit Party shall deliver to the Agent a copy of the applicable lease agreement and shall execute or cause to be executed, at the Agent’s option, unless otherwise waived by the Agent in its reasonable discretion, (x) a leasehold mortgage in form and substance acceptable to the Agent covering the applicable leasehold interest, and lessor subordination on terms no less favorable to the Agent than as set forth in the case of Lessor’s Subordination Agreement, together with such additional real property leased, estate documentation as may be reasonably required by the Agent or (y) a lessor’s acknowledgment and consent Collateral Access Agreement in form and substance reasonably acceptable to the Lenders so long Agent together with such other documentation as Collateral with an appraised value of greater than $100,000 is located on such leased propertymay be reasonably required by the Agent; in each case in form reasonably satisfactory to the Agent, in its reasonable discretion, together with such real estate documentation supporting documentation, including without limitation corporate authority items, certificates and environmental reports and audits opinions of counsel, as may be reasonably required by the LendersAgent. Upon the Agent’s request, providedCredit Parties shall take, further, if an Event of Default has occurred and is continuing, the applicable Borrower or Subsidiary shall execute or cause to be executed a mortgage taken, such additional steps as are necessary or lessor’s acknowledgement advisable under applicable law to perfect and consent, as applicable, irregardless ensure the validity and priority of the appraised value of the real property or Collateral, and deliver such mortgage or lessor’s acknowledgment to the Lenders together with such real estate documentation as may be required by the LendersLiens granted under this Section 7.13.

Future Subsidiaries; Additional Collateral. Each Borrower will, and will cause its Subsidiaries to, 9.9.1 with (a) With respect to each Person which becomes a Domestic Subsidiary (other than any Immaterial Subsidiary) of a any Borrower created (through organization, acquisition directly or otherwiseindirectly) subsequent to the Effective Date, within thirty (30) days of such creationwhether by Permitted Acquisition, cause the holder of such Subsidiary’s equity interests to execute such documents and make such deliveries as may be necessary to ensure the Lenders’ first priority perfected security interest in such equity interestsDivision or otherwise, and cause such new Domestic Subsidiary to execute and deliver to the Agent, for and on behalf of each of the Lenders (unless waived by the Agent): (i) within thirty (30) days after the date such Person becomes a Domestic Subsidiary (other than any Immaterial Subsidiary) (or such longer time period as the Agent may determine), a Guaranty, or in the event that a Guaranty already exists, a joinder agreement to the Guaranty whereby such Domestic Subsidiary becomes obligated as a Guarantor under the Guaranty; and (ii) within thirty (30) days after the date such Person becomes a Domestic Subsidiary (other than any Immaterial Subsidiary) (or such longer time period as the Agent may determine), a joinder agreement to the Security Agreement whereby such Domestic Subsidiary grants a Lien over its assets (other than Equity Interests which should be governed by (b) of this Section 7.13) as set forth in the Security Agreement, and such Domestic Subsidiary shall take such additional actions as may be necessary to ensure a Guaranty encumbering the ownership interests valid first priority perfected Lien over such assets of such Domestic Subsidiary; and, subject only to the other Liens permitted pursuant to Section 8.2 of this Agreement; 9.9.2 with (iii) within the time period specified in and to the extent required under clause (d) of this Section 7.13, a Mortgage, Collateral Access Agreements and/or other documents required to be delivered in connection therewith; (b) With respect to real property ownedthe Equity Interests of each Person which becomes (whether by Permitted Acquisition, leased Division or otherwise acquired by Borrower or any otherwise) (i) a Domestic Subsidiary after subsequent to the Effective Date, not later than sixty cause the Credit Party that holds such Equity Interests to execute and deliver such Pledge Agreements, and take such actions as may be necessary to ensure a valid first priority perfected Lien over one hundred percent (60100%) of the Equity Interests of such Domestic Subsidiary held by a Credit Party, such Pledge Agreements to be executed and delivered (unless waived by the Agent) within thirty (30) days after the date such property is acquired, execute Person becomes a Domestic Subsidiary (or cause to be executed (i) in such longer time period as the case of real property owned, a mortgage covering such owned real property so long as such real property has an appraised value of greater than $100,000 Agent may determine); and (ii) in the case of real property leased, a lessor’s acknowledgment and consent in form and substance reasonably acceptable Foreign Subsidiary subsequent to the Lenders so long as Collateral with an appraised value Effective Date, the Equity Interests of greater than $100,000 which is located on held directly by a Borrower or one of its Domestic Subsidiaries, cause the Credit Party that holds such leased property, together with Equity Interests to execute and deliver such real estate documentation Pledge Agreements and environmental reports and audits take such actions as may be required necessary to ensure a valid first priority perfected Lien over sixty-five percent (65%) of the Equity Interests of such Subsidiary, such Pledge Agreements to be executed and delivered (unless waived by the Lenders, provided, further, if an Agent) within thirty (30) days after the date such Person becomes a Foreign Subsidiary (or such longer time period as the Agent may determine); (c) At any time that (x) the aggregate revenues derived by the Credit Parties from the Affiliated Practice Entities (individually or collectively) exceeds 10% of the total revenues of the Credit Parties or (y) a Default or Event of Default has occurred and is continuing, the Borrowers shall elect one of the following options and notify the Agent in writing of such election within ten (10) Business Days after the occurrence of the events described in the foregoing (x) or (y): (1) within thirty (30) days after such event (or such longer time period as the Agent may determine), deliver to the Agent (or, in the case of the foregoing clause (y), use commercially reasonable efforts to deliver) a Consent to Assignment executed by each Affiliated Practice Entity in respect of each Management Agreement in form and substance reasonably satisfactory to Agent, together with such other documentation and related deliveries and actions as requested by Agent in its reasonable discretion, including without limitation, such amendments or amendments and restatements of any Management Agreement, as reasonably requested by the Agent (in each of the foregoing cases, except to the extent that any term of such Consent to Assignment or requested actions or deliveries is in violation of applicable Borrower Healthcare Laws, as reasonably determined by Borrowers) or (2) deduct all such revenues derived by the Credit Parties from the Affiliated Practice Entities from the calculation of Consolidated Net Income and any other applicable covenant calculation (but without adding back any expenses related to the Affiliated Practice Entities for purposes of any covenant calculation hereunder), in each case, as determined at any time thereafter; (i) With respect to the acquisition of a fee interest in real property by any Credit Party (other than an Immaterial Subsidiary) after the Effective Date (whether by Permitted Acquisition or otherwise), not later than thirty (30) days after the acquisition is consummated or the owner of such property becomes a Domestic Subsidiary (or such longer time period as the Agent may determine), if reasonably requested by the Agent, such Credit Party shall execute or cause to be executed executed, a mortgage Mortgage (or lessor’s acknowledgement and consentan amendment to an existing mortgage, as applicablewhere appropriate) covering such real property, irregardless of the appraised value of the real property or Collateral, and deliver such mortgage or lessor’s acknowledgment to the Lenders together with such additional real estate documentation, environmental reports, title policies and surveys as may be reasonably required by the Agent and all flood hazard determination certifications, acknowledgments and evidence of flood insurance and other flood-related documentation with respect to such real property as required by Flood Laws and as otherwise reasonably required by the Agent; and (ii) with respect to the acquisition of any leasehold interest in real property by any Credit Party after the Effective Date (whether by Permitted Acquisition or otherwise), not later than thirty (30) days after the acquisition is consummated or the owner of the applicable leasehold interest becomes a Domestic Subsidiary (or such longer time period as the Agent may determine), if reasonably requested by the Agent, the applicable Credit Party shall deliver to the Agent a copy of the applicable lease agreement and shall execute or cause to be executed, at the Agent’s option, a Collateral Access Agreement in form and substance reasonably acceptable to the Agent together with such other documentation as may be reasonably required by the LendersAgent; in each case in form reasonably satisfactory to the Agent, in its reasonable discretion, together with such supporting documentation, including without limitation corporate authority items, certificates and opinions of counsel, as reasonably required by the Agent. Upon the Agent’s request, Credit Parties shall take, or cause to be taken, such additional steps as are necessary or advisable under applicable law to perfect and ensure the validity and priority of the Liens granted under this Section 7.13. Notwithstanding the foregoing, (y) the Agent shall not enter into any Mortgage in respect of any real property acquired by a Credit Party after the Effective Date until sixty (60) days after the Agent or the Borrowers have delivered to the Lenders (which may be delivered electronically) the following documents in respect of such real property: (i) sufficient information to allow each Lender to conduct flood insurance due diligence and flood insurance compliance with respect to such property (such information to include without limitation such property’s street address that will be used in the Mortgage with respect to such property and in the mortgage title insurance policy and any other Loan Documents to be delivered in connection with such Mortgage), (ii) a completed flood hazard determination from a third party vendor; (iii) if any part of such property is located in a Flood Hazard Zone, a notification to the applicable Credit Parties of that fact and, if applicable, notification to the applicable Credit Parties that flood insurance coverage is not available and evidence of the receipt by the applicable Credit Parties of such notice; provided that (subject to clause (z) below) the Agent may enter into such Mortgage prior to the end of such sixty (60) day period if the Agent shall have received confirmation from each applicable Lender that such Lender has completed any necessary flood insurance due diligence to its reasonable satisfaction; and (z) if any part of such property is located in a Flood Hazard Zone and flood insurance coverage is not available, no party shall enter into a Mortgage with respect to such property.

Future Subsidiaries; Additional Collateral. Each Borrower will, and will cause its Subsidiaries to, 9.9.1 with (a) With respect to each Person which becomes a Domestic Subsidiary (other than an Immaterial Subsidiary of a Borrower created the Company (through organization, acquisition directly or otherwiseindirectly) subsequent to the Effective Date, within thirty (30) days of such creationwhether by Permitted Acquisition or otherwise, cause the holder of such Subsidiary’s equity interests to execute such documents and make such deliveries as may be necessary to ensure the Lenders’ first priority perfected security interest in such equity interests, and cause such new Domestic Subsidiary to execute and deliver to the Agent, for and on behalf of each of the Lenders (unless waived by the Agent): (i) within thirty (30) days after the date such Person becomes a Domestic Subsidiary (or such longer time period as the Agent may determine), (A) a Guaranty, or in the event that a Guaranty already exists, a joinder agreement to the Guaranty whereby such Domestic Subsidiary becomes obligated as a Guarantor under the Guaranty or (B) at the request of the Agent, a joinder to this Agreement whereby such Domestic Subsidiary becomes obligated as a Borrower hereunder; (ii) within thirty (30) days after the date such Person becomes a Domestic Subsidiary (or such longer time period as the Agent may determine), a joinder agreement to the Security Agreement whereby such Domestic Subsidiary grants a Lien over its assets (other than Equity Interests which should be governed by (b) of this Section 7.13) as set forth in the Security Agreement, and such Domestic Subsidiary shall take such additional actions as may be necessary to ensure a Guaranty encumbering the ownership interests valid first priority perfected Lien over such assets of such Domestic Subsidiary, subject only to the other Liens permitted pursuant to Section 8.2 of this Agreement; and 9.9.2 with (iii) within the time period specified in and to the extent required under clause (c) of this Section 7.13, a Mortgage, a Collateral Access Agreement and/or other documents required to be delivered in connection therewith; (b) With respect to real property owned, leased the Equity Interests of each Person which becomes (whether by Permitted Acquisition or otherwise acquired by Borrower or any otherwise) (i) a Domestic Subsidiary after subsequent to the Effective Date, cause the Loan Party that holds such Equity Interests to execute and deliver such Pledge Agreements, and take such actions as may be necessary to ensure a valid first priority perfected Lien over one hundred percent (100%) of the Equity Interests of such Domestic Subsidiary held by such Loan Party, such Pledge Agreements to be executed and delivered (unless waived by the Agent) within thirty (30) days after the date such Person becomes a Domestic Subsidiary (or such longer time period as the Agent may determine); and (ii) if required by Agent in its sole discretion, a Foreign Subsidiary subsequent to the Effective Date, the Equity Interests of which is held directly by a Loan Party, cause the Loan Party that holds such Equity Interests to execute and deliver such Pledge Agreements and take such actions as may be necessary to ensure a valid first priority perfected Lien over sixty-five percent (65%) of the Equity Interests of such Subsidiary, such Pledge Agreements to be executed and delivered (unless waived by the Agent) within thirty (30) days after the date such Person becomes a Foreign Subsidiary (or such longer time period as the Agent may determine); and (i) With respect to the acquisition of a fee interest in real property by any Credit Party after the Effective Date (whether by Permitted Acquisition or otherwise), not later than sixty thirty (6030) days after the acquisition is consummated or the owner of such property is acquiredbecomes a Domestic Subsidiary (or such longer time period as the Agent may determine), such Credit Party shall execute or cause to be executed (i) in unless waived by the case of real property ownedAgent), a mortgage Mortgage (or an amendment to an existing mortgage, where appropriate) covering such owned real property so long property, together with such additional real estate documentation, environmental reports, title policies and surveys as such real property has an appraised value of greater than $100,000 may be reasonably required by the Agent; and (ii) with respect to the acquisition of any leasehold interest in the case of real property leasedby any Credit Party after the Effective Date (whether by Permitted Acquisition or otherwise) where (A) Collateral having an aggregate book value of at least $500,000 is located and/or (B) books and records are located, not later than thirty (30) days after the acquisition is consummated or the owner of the applicable leasehold interest becomes a Domestic Subsidiary (or such longer time period as the Agent may determine), the applicable Credit Party shall execute or cause to be executed, unless otherwise waived by the Agent, a lessor’s acknowledgment and consent Collateral Access Agreement in form and substance reasonably acceptable to the Lenders so long Agent together with such other documentation as Collateral with an appraised may be reasonably required by the Agent; provided, however, that the aggregate book value of greater than all Collateral at all locations not subject to the foregoing requirements shall not exceed $100,000 is located on such leased property1,000,000.00 at any time; in each case in form reasonably satisfactory to the Agent, in its reasonable discretion, together with such real estate documentation supporting documentation, including without limitation corporate authority items, certificates and environmental reports and audits opinions of counsel, as may be reasonably required by the Lenders, provided, further, if an Event of Default has occurred and is continuingAgent. Upon the Agent’s request, the applicable Borrower or Subsidiary Loan Parties shall execute take, or cause to be executed a mortgage taken, such additional steps as are necessary or lessor’s acknowledgement advisable under applicable law to perfect and consent, as applicable, irregardless ensure the validity and priority of the appraised value of the real property or Collateral, and deliver such mortgage or lessor’s acknowledgment to the Lenders together with such real estate documentation as may be required by the LendersLiens granted under this Section 7.13.

Future Subsidiaries; Additional Collateral. Each Borrower will, and will cause its Subsidiaries to, 9.9.1 with (a) With respect to each Person which becomes a Domestic Subsidiary of a the Borrower created (through organization, acquisition directly or otherwiseindirectly) subsequent to the Effective Date, within thirty (30) days of such creation, cause the holder of such Subsidiary’s equity interests to execute such documents and make such deliveries as may be necessary to ensure the Lenders’ first priority perfected security interest in such equity interests, and cause such new Domestic Subsidiary to execute and deliver to the Agent, for and on behalf of each of the Lenders (unless waived by the Agent): (i) within ten (10) days after the date such Person becomes a Domestic Subsidiary (or such longer time period as the Agent may determine), a Guaranty, or in the event that a Guaranty already exists, a joinder agreement to the Guaranty whereby such Domestic Subsidiary becomes obligated as a Guarantor under the Guaranty; and (ii) within ten (10) days after the date such Person becomes a Domestic Subsidiary (or such longer time period as the Agent may determine), a joinder agreement to the Security Agreement whereby such Domestic Subsidiary grants a Lien over its assets (other than Equity Interests which should be governed by (b) of this Section 7.13) as set forth in the Security Agreement, and such Domestic Subsidiary shall take such additional actions as may be necessary to ensure a Guaranty encumbering the ownership interests valid first priority perfected Lien over such assets of such Domestic Subsidiary, subject only to the other Liens permitted pursuant to Section 8.2 of this Agreement; (b) With respect to the Equity Interests of each Person which becomes (i) a Domestic Subsidiary subsequent to the Effective Date, cause the Credit Party that holds such Equity Interests to execute and deliver such Pledge Agreements, and take such actions as may be necessary to ensure a valid first priority perfected Lien over one hundred percent (100%) of the Equity Interests of such Domestic Subsidiary held by a Credit Party, such Pledge Agreements to be executed and delivered (unless waived by the Agent) within thirty (30) days after the date such Person becomes a Domestic Subsidiary (or such longer time period as the Agent may determine); and (ii) a Foreign Subsidiary subsequent to the Effective Date, the Equity Interests of which is held directly by the Borrower or one of its Domestic Subsidiaries, cause the Credit Party that holds such Equity Interests to execute and deliver such Pledge Agreements and take such actions as may be necessary to ensure a valid first priority perfected Lien over sixty-five percent (65%) of the Equity Interests of such Foreign Subsidiary (or such lesser amount, if applicable, owned by the pledgor), such Pledge Agreements to be executed and delivered (unless waived by the Agent) within thirty (30) days after the date such Person becomes a Foreign Subsidiary (or such longer time period as the Agent may determine); and 9.9.2 (c) with respect to the acquisition of any leasehold interest in real property owned, leased or otherwise acquired by Borrower or any Subsidiary Credit Party after the Effective Date, not later than sixty five (605) days after the acquisition is consummated or the owner of the applicable leasehold interest becomes a Domestic Subsidiary (or such property is acquiredlonger time period as the Agent may determine), the applicable Credit Party shall deliver to the Agent a copy of the applicable lease agreement and shall execute or cause to be executed (i) in executed, unless otherwise waived by the case of real property ownedAgent, a mortgage covering such owned real property so long as such real property has an appraised value of greater than $100,000 and (ii) in the case of real property leased, a lessor’s acknowledgment and consent Collateral Access Agreement in form and substance reasonably acceptable to the Lenders so long Agent together with such other documentation as may be reasonably required by the Agent; provided that this requirement shall only apply to locations where material business records or material equipment or other Collateral is kept (and a location where equipment or other Collateral with an appraised a value in excess of greater than $100,000 is shall be considered to have material equipment and Collateral located on such leased propertythere); in each case in form reasonably satisfactory to the Agent, in its reasonable discretion, together with such real estate documentation supporting documentation, including without limitation corporate authority items, certificates and environmental reports and audits opinions of counsel, as may be reasonably required by the LendersAgent. Upon the Agent’s request, providedCredit Parties shall take, further, if an Event of Default has occurred and is continuing, the applicable Borrower or Subsidiary shall execute or cause to be executed a mortgage taken, such additional steps as are necessary or lessor’s acknowledgement advisable under applicable law to perfect and consent, as applicable, irregardless ensure the validity and priority of the appraised value of the real property or Collateral, and deliver such mortgage or lessor’s acknowledgment to the Lenders together with such real estate documentation as may be required by the LendersLiens granted under this Section 7.13.

Future Subsidiaries; Additional Collateral. Each Borrower will, and will cause its Subsidiaries to, 9.9.1 with (a) With respect to each Person which becomes a Significant Domestic Subsidiary of the Company (directly or indirectly) on or after the Effective Date, within ten (10) days of the date such Person is created, acquired or otherwise becomes a Borrower created Significant Domestic Subsidiary (through organizationwhichever first occurs), acquisition cause such Subsidiary to execute and deliver to the Agent (x) a Joinder Agreement whereby such Domestic Subsidiary becomes obligated as a Guarantor under the Guaranty and (y) the Domestic Security Agreement; and (b) With respect to the share capital (or otherwiseother ownership interests) of each Person, which becomes a Significant Domestic Subsidiary subsequent to the Effective Date, within thirty ten (3010) days of the date such creationPerson is created, acquired or becomes a Significant Domestic Subsidiary (whichever first occurs), the Company shall execute, or cause the holder of such Subsidiary’s equity interests to execute such documents and make such deliveries as may be necessary to ensure the Lenders’ first priority perfected security interest in such equity interestsexecuted, and cause such new Subsidiary to execute and deliver to the Lenders Agent a joinder agreement stock pledge encumbering hereof, 100% of the share capital held by the Company or any Subsidiary of each such Significant Domestic Subsidiary to secure the Security Agreement and a Guaranty encumbering Indebtedness of the ownership interests of such SubsidiaryBorrowers; and 9.9.2 with respect to real property owned(c) In the event any Significant Domestic Subsidiary is created, leased acquired or otherwise acquired by Borrower becomes a Significant Domestic Subsidiary pursuant to Section 7.20 hereof or any Subsidiary after a Permitted Acquisition, the Effective DateCompany shall, not later than sixty (60) days after concurrently with the consummation of such property is acquiredacquisition, execute and deliver, or cause to be executed (i) in the case of real property ownedand delivered, a mortgage covering Joinder Agreement to the Guaranty and the Domestic Security Agreement executed by such owned real property so long as Subsidiaries and the Company shall pledge to the Agent for the benefit of the Banks all of the shares issued to it by such real property has an appraised value of greater than $100,000 and (ii) Subsidiary pursuant to the Company Pledge Agreement, in the each case of real property leased, a lessor’s acknowledgment and consent in form and substance reasonably acceptable satisfactory to the Lenders so long as Collateral with an appraised value of greater than $100,000 is located on such leased propertyAgent and the Majority Banks, in their reasonable discretion, together with such real estate documentation supporting documentation, including without limitation corporate authority items, certificates and environmental reports and audits opinions of counsel, as may be reasonably required by the LendersAgent and the Majority Banks and the Company shall take, provided, further, if an Event of Default has occurred and is continuing, the applicable Borrower or Subsidiary shall execute or cause to be executed a mortgage or lessor’s acknowledgement and consenttaken, such steps as applicable, irregardless of are necessary under applicable law to perfect the appraised value of the real property or Collateral, and deliver such mortgage or lessor’s acknowledgment liens to the Lenders together with such real estate documentation as may be required by the Lendersgranted under this Section 7.19.

Future Subsidiaries; Additional Collateral. Each Borrower will, and will cause its Subsidiaries to, 9.9.1 with (a) With respect to each Person which becomes a Domestic Subsidiary of a any Borrower created (through organization, acquisition directly or otherwiseindirectly) subsequent to the Effective Date, within thirty (30) days of such creationwhether by Permitted Acquisition or otherwise, cause the holder of such Subsidiary’s equity interests to execute such documents and make such deliveries as may be necessary to ensure the Lenders’ first priority perfected security interest in such equity interests, and cause such new Domestic Subsidiary to execute and deliver to the Administrative Agent, for and on behalf of each of the Lenders (unless waived by the Administrative Agent): (i) to the extent such new Domestic Subsidiary is not a Material Subsidiary, within thirty (30) days after the date such Person becomes a Domestic Subsidiary (or such longer time period as the Administrative Agent may determine), a Guaranty, or in the event that a Guaranty already exists, a joinder agreement to the Guaranty whereby such Domestic Subsidiary becomes obligated as a Guarantor under the Guaranty; (ii) to the extent such new Domestic Subsidiary is a Material Subsidiary, within thirty (30) days after the date such Person becomes a Domestic Subsidiary (or such longer time period as the Administrative Agent may determine), a Joinder whereby such Domestic Subsidiary becomes obligated as a Borrower under this Agreement; (iii) within thirty (30) days after the date such Person becomes a Domestic Subsidiary (or such longer time period as the Administrative Agent may determine), a joinder agreement to the Security Agreement whereby such Domestic Subsidiary grants a Lien over its assets (other than Equity Interests which should be governed by (b) of this Section 7.13) as set forth in the Security Agreement, and such Domestic Subsidiary shall take such additional actions as may be necessary to ensure a Guaranty encumbering the ownership interests valid first priority perfected Lien over such assets of such Domestic Subsidiary, subject only to the other Liens permitted pursuant to Section 8.2 of this Agreement; and 9.9.2 with (iv) within the time period specified in and to the extent required under clause (c) of this Section 7.13, a Mortgage and/or other documents required to be delivered in connection therewith. (b) With respect to real property owned, leased the Equity Interests of each Person which becomes (whether by Permitted Acquisition or otherwise acquired by Borrower or any otherwise) (i) a Domestic Subsidiary after subsequent to the Effective Date, cause each Borrower or its applicable Subsidiary that holds such Equity Interests to execute and deliver such Pledge Agreements, and take such actions as may be necessary to ensure a valid first priority perfected Lien over one hundred percent (100%) of the Equity Interests of such Domestic Subsidiary held by each applicable Borrower or its applicable Subsidiary, such Pledge Agreements to be executed and delivered (unless waived by the Administrative Agent) within thirty (30) days after the date such Person becomes a Domestic Subsidiary (or such longer time period as the Administrative Agent may determine); and (ii) a Foreign Subsidiary subsequent to the Effective Date, the Equity Interests of which is held directly by any Borrower or one of its Domestic Subsidiaries, cause each applicable Borrower or its applicable Subsidiary that holds such Equity Interests to execute and deliver such Pledge Agreements and take such actions as may be necessary to ensure a valid first priority perfected Lien over sixty-five percent (65%) of the Equity Interests of such Subsidiary, such Pledge Agreements to be executed and delivered (unless waived by the Administrative Agent) within thirty (30) days after the date such Person becomes a Foreign Subsidiary (or such longer time period as the Administrative Agent may determine); and (c) With respect to the acquisition of a fee interest in Pipeline Systems and/or other Real Property by any Borrower or any of its Subsidiaries after the Effective Date (whether by Permitted Acquisition or otherwise), not later than sixty thirty (6030) days after the acquisition is consummated or the owner of such property is acquiredbecomes a Domestic Subsidiary (or such longer time period as the Administrative Agent may determine), such party shall execute or cause to be executed (i) in unless waived by the case of real property ownedAdministrative Agent), a mortgage Mortgage (or an amendment to an existing mortgage, where appropriate) covering such owned real property so long as such real property has an appraised value of greater than $100,000 and (ii) in the case of real property leased, a lessor’s acknowledgment and consent in form and substance reasonably acceptable to the Lenders so long as Collateral with an appraised value of greater than $100,000 is located on such leased propertyPipeline Systems and/or other Real Property, together with such additional real estate documentation and environmental reports and audits reports, as may be reasonably required by the LendersAdministrative Agent; in each case in form reasonably satisfactory to the Administrative Agent, providedin its reasonable discretion, furthertogether with such supporting documentation, if an Event including without limitation corporate authority items, certificates and opinions of Default has occurred and is continuingcounsel, as reasonably required by the Administrative Agent. Upon the Administrative Agent’s request, the applicable Borrower or Subsidiary Borrowers and their Subsidiaries shall execute take, or cause to be executed a mortgage taken, such additional steps as are necessary or lessor’s acknowledgement advisable under applicable law to perfect and consent, as applicable, irregardless ensure the validity and priority of the appraised value of the real property or Collateral, and deliver such mortgage or lessor’s acknowledgment to the Lenders together with such real estate documentation as may be required by the LendersLiens granted under this Section 7.13.

Future Subsidiaries; Additional Collateral. Each Borrower will, and will cause its Subsidiaries to, 9.9.1 with (a) With respect to each Person which becomes a Domestic Subsidiary of a the Borrower created (through organization, acquisition directly or otherwiseindirectly) subsequent to the Effective Date, within thirty (30) days of such creationwhether by Permitted Acquisition, cause the holder of such Subsidiary’s equity interests to execute such documents and make such deliveries as may be necessary to ensure the Lenders’ first priority perfected security interest in such equity interestsDivision or otherwise, and cause such new Domestic Subsidiary to execute and deliver to the Agent, for and on behalf of each of the Lenders (unless waived by the Agent): (i) within thirty (30) days after the date such Person becomes a Domestic Subsidiary (or such longer time period as the Agent may determine), a Guaranty, or in the event that a Guaranty already exists, a joinder agreement to the Guaranty whereby such Domestic Subsidiary becomes obligated as a Guarantor under the Guaranty; and (ii) within thirty (30) days after the date such Person becomes a Domestic Subsidiary (or such longer time period as the Agent may determine), a joinder agreement to the Security Agreement whereby such Domestic Subsidiary grants a Lien over its assets (other than Equity Interests which should be governed by (b) of this Section 7.13) as set forth in the Security Agreement, and such Domestic Subsidiary shall take such additional actions as may be necessary to ensure a Guaranty encumbering the ownership interests valid first priority perfected Lien over such assets of such Domestic Subsidiary; and, subject only to the other Liens permitted pursuant to Section 8.2 of this Agreement; 9.9.2 with (iii) within the time period specified in and to the extent required under clause (c) of this Section 7.13, a Mortgage, [Leasehold Mortgage, ]Collateral Access Agreements and/or other documents required to be delivered in connection therewith; (b) With respect to real property ownedthe Equity Interests of each Person which becomes (whether by Permitted Acquisition, leased Division or otherwise acquired by Borrower or any otherwise) (i) a Domestic Subsidiary after subsequent to the Effective Date, cause the Credit Party that holds such Equity Interests to execute and deliver such Pledge Agreements, and take such actions as may be necessary to ensure a valid first priority perfected Lien over one hundred percent (100%) of the Equity Interests of such Domestic Subsidiary held by a Credit Party, such Pledge Agreements to be executed and delivered (unless waived by the Agent) within thirty (30) days after the date such Person becomes a Domestic Subsidiary (or such longer time period as the Agent may determine); and (ii) a Foreign Subsidiary or FSHCO subsequent to the Effective Date, the Equity Interests of which is held directly by the Borrower or one of its Domestic Subsidiaries, cause the Credit Party that holds such Equity Interests to execute and deliver such Pledge Agreements and take such actions as may be necessary to ensure a valid first priority perfected Lien over sixty-five percent (65%) of the Equity Interests of such Subsidiary, such Pledge Agreements to be executed and delivered (unless waived by the Agent) within thirty (30) days after the date such Person becomes a Foreign Subsidiary or FSHCO (or such longer time period as the Agent may determine); and (i) With respect to the acquisition of a fee interest in real property by any Credit Party after [the Effective Date]December 21, 2021 (whether by Permitted Acquisition or otherwise), with a fair market value in excess of One Million Dollars ($1,000,000), not later than sixty [thirty]sixty (60[30]60) days after the acquisition is consummated or the owner of such property is acquiredbecomes a Domestic Subsidiary (or such longer time period as the Agent may determine), such Credit Party shall execute or cause to be executed (i) in unless waived by the case of real property ownedAgent), a mortgage Mortgage (or an amendment to an existing mortgage, where appropriate) covering such owned real property so long property, together with such additional real estate documentation, environmental reports, title policies and surveys as such real property has an appraised value of greater than $100,000 may be reasonably required by the Agent[;] and [ (ii) in all flood hazard determination certifications, acknowledgments and evidence of flood insurance and other flood-related documentation with respect to [the case acquisition of any leasehold interest in]such real property leased[by any Credit Party after the Effective Date (whether by Permitted Acquisition or otherwise), not later than thirty (30) days after the acquisition is consummated or the owner of the applicable leasehold interest becomes a lessorDomestic Subsidiary (or such longer time period as the Agent may determine), the applicable Credit Party shall deliver to the Agent a copy of the applicable lease agreement and shall execute or cause to be executed, at the Agent’s acknowledgment option, unless otherwise waived by the Agent, (x) a Leasehold Mortgage covering the applicable leasehold interest, and consent a Consent and Acknowledgment, together with such additional real estate documentation as may be reasonably]as required by [the Agent or (y) a Collateral Access Agreement in form and substance reasonably acceptable to the Lenders so long Agent together with such other documentation as Collateral with an appraised value of greater than $100,000 is located on such leased propertymay be]Flood Laws and as otherwise reasonably required by the Agent; in each case in form reasonably satisfactory to the Agent, in its reasonable discretion, together with such real estate documentation supporting documentation, including without limitation corporate authority items, certificates and environmental reports and audits opinions of counsel, as may be reasonably required by the LendersAgent. Upon the Agent’s reasonable request, providedCredit Parties shall take, further, if an Event of Default has occurred and is continuing, the applicable Borrower or Subsidiary shall execute or cause to be executed a mortgage taken, such additional steps as are necessary or lessor’s acknowledgement advisable under applicable law to perfect and consent, as applicable, irregardless ensure the validity and priority of the appraised value of the real property or Collateral, and deliver such mortgage or lessor’s acknowledgment to the Lenders together with such real estate documentation as may be required by the LendersLiens granted under this Section 7.13.

Future Subsidiaries; Additional Collateral. Each Borrower will, and will cause its Subsidiaries to, 9.9.1 with (a) With respect to each Person which becomes a Significant Domestic Subsidiary of a Borrower created (through organization, acquisition or otherwise) subsequent to the Effective Date, within thirty (30) days of the date such creationPerson is created, acquired or otherwise becomes a Significant Domestic Subsidiary (whichever first occurs) (or such later date as agreed to by the Agent), Borrower will cause such Subsidiary to (i) execute and deliver to the holder Agent (A) a Guaranty or a joinder agreement to an existing Guaranty whereby such Subsidiary becomes obligated as a Guarantor under the Guaranty and (B) a Security Agreement or a joinder agreement to an existing Security Agreement whereby such Subsidiary grants to Agent a Lien over its assets pursuant to the terms of the Security Agreement, (ii) take such Subsidiary’s equity interests to execute such documents and make such deliveries additional actions as may be necessary to ensure the Lenders’ a valid first priority perfected security interest in Lien over such equity interestsassets of such Subsidiary, subject only to the other Liens permitted pursuant to Section 8.2 of this Agreement, and (iii) within the time period specified in and to the extent required under clause (c) of this Section 7.20, executed and deliver a Mortgage, Leasehold Mortgage, Collateral Access Agreements and/or other documents required to be delivered in connection therewith; (b) With respect to the Equity Interests of each Person which becomes (whether by Permitted Acquisition or otherwise) (i) a Significant Domestic Subsidiary subsequent to the Effective Date, Borrower will cause the applicable Domestic Subsidiary that holds such new Subsidiary Equity Interests to execute and deliver such pledge agreements (or, where appropriate, amendments to existing Security Agreements, or pledge agreements), and take such actions as may be necessary to ensure a valid first priority perfected Lien over one hundred percent (100%) of the Equity Interests of such Significant Domestic Subsidiary held by such -Significant Domestic Subsidiary, such pledge agreements and/or amendments to Security Agreements to be executed and delivered within thirty (30) days after the date such Person becomes a Significant Domestic Subsidiary (or such longer time period as Agent may determine); and (ii) a Significant Foreign Subsidiary subsequent to the Lenders Effective Date, the Equity Interests of which are held directly by Borrower or one of its Domestic Subsidiaries, Borrower will, or will cause the Domestic Subsidiary that holds such Equity Interests to, execute and deliver such Foreign Pledge Agreements (or, where appropriate, amendments to existing Foreign Pledge Agreements), and take such actions as may be necessary to ensure a joinder agreement to valid first priority perfected Lien over sixty-five percent (65%) of the Security Agreement and a Guaranty encumbering the ownership interests Equity Interests of such Significant Foreign Subsidiary, such Foreign Pledge Agreements to be executed and delivered (unless waived by Agent) within thirty (30) days after the date such Person becomes a Significant Foreign Subsidiary (or such longer time period as Agent may determine); and 9.9.2 with (i) With respect to real property ownedlocated in the United States owned or leased (other than with respect to any leased locations which are used solely as office space, leased and where there are no operations conducted or otherwise acquired inventory or equipment located) by Borrower or any Subsidiary other Significant Domestic Subsidiary, after the Effective Date, not later than sixty forty-five (6045) days after such property is acquired, execute unless waived or cause to be executed (i) in the case of real property ownedextended by Agent, a mortgage covering such owned real property so long as such real property has an appraised value of greater than $100,000 and (ii) in the case of real property leased, a lessor’s acknowledgment and consent in form and substance reasonably acceptable to the Lenders so long as Collateral with an appraised value of greater than $100,000 is located on such leased property, together with such real estate documentation and environmental reports and audits as may be required by the Lenders, provided, further, if an Event of Default has occurred and is continuing, the applicable Borrower or Subsidiary shall execute or cause to be executed a mortgage Mortgage or lessor’s acknowledgement a Leasehold Mortgage and consentConsent and Acknowledgment, as applicable, irregardless of the appraised value of the real property or Collateralcovering such property, and deliver such mortgage or lessor’s acknowledgment to the Lenders together with such additional real estate documentation documentation, environmental reports, title policies and surveys as may be reasonably required by Agent and (ii) with respect to real property located in jurisdictions outside the United States owned or leased (under a long term lease with a tenor, including any possible renewals, of five years or more) by Borrower or any other Significant Domestic Subsidiary after the Effective Date, to the extent permitted under applicable local law, not later than ninety (90) days after such property is acquired, unless waived or extended by Agent, Borrower shall execute or cause to be executed a Mortgage or Leasehold Mortgage and Consent and Acknowledgment, as applicable, covering such property, together with such additional real estate documentation, environmental reports, title policies and surveys as may be reasonably required by Agent (as determined by counsel acceptable to Agent); in each case in form satisfactory to the Agent and the Majority Lenders, in their reasonable discretion, together with such supporting documentation, including without limitation corporate authority items, certificates and opinions of counsel, as reasonably required by the LendersAgent and the Majority Lenders and the Borrower shall take, or cause to be taken, such steps as are necessary or advisable under applicable law to perfect the liens granted under this Section 7.20.

Future Subsidiaries; Additional Collateral. Each Borrower will, and will cause its Subsidiaries to, 9.9.1 with (a) With respect to each Person which becomes a domestic Subsidiary of a Borrower created (through organization, acquisition directly or otherwiseindirectly) subsequent to the Effective Date, within thirty (30) days of the date such creationPerson becomes a Subsidiary, cause the holder of such Subsidiary’s equity interests to execute such documents and make such deliveries as may be necessary to ensure the Lenders’ Banks, first priority perfected security interest in such equity interests, and cause such new Subsidiary to execute and deliver to the Lenders Agent, for and on behalf of each of the Banks (x) a joinder to this Agreement substantially in the form of Exhibit J, whereby such Subsidiary becomes obligated as a Borrower under this Agreement and (y) a joinder agreement to the Security Agreement Agreement; (b) With respect to the share capital (or other ownership interests) of each Person which becomes a foreign Subsidiary subsequent to the Effective Date, in the case of any foreign Subsidiary, at the request of the Majority Banks, the applicable Borrower (or the applicable Subsidiary) shall promptly execute, or cause to be executed, and deliver to the Agent a Guaranty pledge agreement encumbering 65% of the share capital or other ownership interests of such SubsidiarySubsidiary to secure the Indebtedness of the Borrowers; and 9.9.2 with (c) With respect to real property located in the United States owned, leased or otherwise acquired by Borrower or any Subsidiary Party after the Effective Date, not later than sixty (60) days after such property is acquired, such Party shall execute or cause to be executed (unless waived by the Majority Banks) (i) in the case of real property ownedowned by a Party, a mortgage Mortgage covering such owned real property so long as such real property has an appraised value of greater than $100,000 and (ii) in the case of real property leasedleased by a Party, a lessor’s acknowledgment and consent in form and substance reasonably acceptable to the Lenders Majority Banks so long as Collateral with an appraised value of greater than $100,000 is located on such leased property, together with such real estate documentation and environmental reports and audits as may be required by the LendersAgent in its sole discretion, provided, further, if an a Default or Event of Default has occurred and is continuing, the applicable Borrower or Subsidiary Party shall execute or cause to be executed a mortgage Mortgage or lessor’s acknowledgement and consent, as applicable, irregardless of the appraised value of the real property or Collateral, and deliver such mortgage Mortgage or lessor’s acknowledgment to the Lenders Agent together with such real estate documentation as may be required by the LendersAgent, in its sole discretion; in each case in form reasonably satisfactory to the Agent and the Majority Banks, in their reasonable discretion, together with such supporting documentation, including without limitation corporate authority items, certificates and opinions of counsel, as reasonably required by the Agent and the Parties shall take, or cause to be taken, such steps as are necessary or advisable under applicable law to perfect the liens contemplated by this Section 7.19.

Future Subsidiaries; Additional Collateral. Each Borrower will, and will cause its Subsidiaries to, 9.9.1 with (a) With respect to each Person which becomes a (i) Domestic Subsidiary (other than a Domestic Subsidiary which is a CFC Holding Company) of a the Borrower created (through organization, acquisition directly or otherwiseindirectly) subsequent to the Effective Date, whether by Permitted Acquisition or otherwise, cause such new Domestic Subsidiary or (ii) Foreign Subsidiary (including any CFC) of the Borrower (directly or indirectly) subsequent to the Effective Date, whether by Permitted Acquisition or otherwise, unless the Agent, acting in consultation with the Borrower, reasonably determines in good faith that the cost, burden, difficulty and/or consequence of obtaining a guaranty or security interest with respect thereto outweigh the benefit to the Lenders after conducting due diligence on such Foreign Subsidiary, cause such new Foreign Subsidiary, to execute and deliver to the Agent, for and on behalf of itself and each of the Lenders (unless waived by the Agent) the below items set forth in clauses (i)-(iii); provided, that no Foreign SubsidiaryCFC or CFC Holding Company shall be required to complete the items set forth in clauses (a)(i)-(iii) below if completing such requirements would reasonably be expected to result in material tax liabilities or material adverse tax consequences as jointly determined in good faith by the Borrower and the Agent: (i) within thirty (30) days of after the date such creationPerson becomes a Subsidiary (or such longer time period as the Agent may determine, cause without any requirement for Lender consent), a Guaranty, or in the holder of such Subsidiary’s equity interests to execute such documents and make such deliveries as may be necessary to ensure the Lenders’ first priority perfected security interest in such equity interestsevent that a Guaranty already exists, and cause such new Subsidiary to execute and deliver a joinder agreement to the Lenders Guaranty whereby such Subsidiary becomes obligated as a Guarantor under the Guaranty; (ii) within thirty (30) days after the date such Person becomes a Subsidiary (or such longer time period as the Agent may determine, without any requirement for Lender consent), a joinder agreement to the Security Agreement whereby such Subsidiary grants a Lien over its assets (other than Equity Interests which should be governed by (b) of this Section 6.13) as set forth in the Security Agreement, and such Subsidiary shall take such additional actions as may be necessary to ensure a Guaranty encumbering the ownership interests valid perfected Lien over such assets of such Subsidiary, subject only to the other Liens permitted pursuant to Section 7.2 of this Agreement; and 9.9.2 (iii) within the time period specified in and to the extent required under clause (c) of this Section 6.13, a Mortgage, Collateral Access Agreements and/or other documents required to be delivered in connection therewith; (b) With respect to the Equity Interests of each Person which becomes (whether by Permitted Acquisition or otherwise) (i) a Domestic Subsidiary (other than any CFC Holding Company) or a Foreign Subsidiary which becomes (or is required to become) a Guarantor subsequent to the Effective Date, cause the Borrower or the Guarantor that holds such Equity Interests to execute and deliver such Pledge Agreements, and take such actions as may be necessary to ensure a valid perfected Lien over one hundred percent (100%) of the Equity Interests of such Subsidiary held by the Borrower or such Guarantor, such Pledge Agreements to be executed and delivered (unless waived in writing by the Agent) within thirty (30) days after the date such Person becomes a Subsidiary (or such longer time period as the Agent may determine, without any requirement for Lender consent),; provided that with respect to real property ownedany CFC Holding Company that is not required to become a Guarantor, leased there shall be a valid perfected Lien over sixty- five percent (65%) (or otherwise acquired by Borrower or any Subsidiary more than sixty-five percent (65%) unless such greater percentage that, due to a change in applicable law after the Effective Date, (A) would not reasonably be expected to cause the undistributed earnings of such CFC Holding Company as determined for United States federal income tax purposes to be treated as a deemed dividend to such CFC Holding Company’s United States parent and (B) would notwould reasonably be expected to cause any material adverse tax consequences to the Borrower as jointly determined in good faith by the Borrower and the Agent) of the voting Equity Interest and one hundred percent (100%) of the non-voting Equity Interest of such CFC Holding Company; and (ii) a Foreign Subsidiary subsequent to the Effective Date and is not required to become a Guarantor, the Equity Interests of which is held directly by the Borrower or a Guarantor, cause the Borrower or such Guarantor that holds such Equity Interests to execute and deliver such Pledge Agreements and take such actions as may be necessary to ensure a valid perfected Lien over sixty-five percent (65%) (or more than sixty-five percent (65%) unless such greater percentage that, due to a change in applicable law after the Effective Date, (A) would not reasonably be expected to cause the undistributed earnings of such Foreign Subsidiary as determined for United States federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s United States parent and (B) would notwould reasonably be expected to cause any material adverse tax consequences to the Borrower as jointly determined in good faith by the Borrower and the Agent) of the voting Equity Interest and one hundred percent (100%) of the non-voting Equity Interests of such Foreign Subsidiary, such Pledge Agreements to be executed and delivered (unless waived in writing by the Agent) within thirty (30) days after the date such Person becomes a Foreign Subsidiary (or such longer time period as the Agent may determine, without any requirement for Lender consent); and (i) With respect to the acquisition of a fee interest in real property by the Borrower or any Guarantor after the Effective Date (whether by Permitted Acquisition or otherwise), not later than sixty (60) days after the acquisition is consummated (or such property is acquiredlonger time period as the Agent may determine, without any requirement for Lender consent), the Borrower or such Guarantor shall execute or cause to be executed (i) unless waived in writing by the case of real property ownedAgent), a mortgage Mortgage (or an amendment to an existing mortgage, where appropriate) covering such owned real property so long property, together with such additional real estate documentation, environmental reports, title policies and surveys as such real property has an appraised value of greater than $100,000 and may be reasonably required by the Agent; (ii) with respect to the acquisition of any leasehold interest in the case of real property leasedby the Borrower or any Guarantor after the Effective Date (whether by Permitted Acquisition or otherwise) at which the Borrower or such Guarantor maintains its headquarters location, not later than forty-five (45) days after the acquisition is consummated (or such longer time period as the Agent may determine, without any requirement for Lender consent), the Borrower or such Guarantor shall deliver to the Agent a copy of the applicable lease agreement and shall use commercially reasonably efforts to execute or cause to be executed, unless otherwise waived in writing by the Agent, a lessor’s acknowledgment and consent Collateral Access Agreement in form and substance reasonably acceptable to the Lenders so long Agent together with such other documentation as may be reasonably required by the Agent; and (iii) with respect to the acquisition of any other leasehold interest in real property by the Borrower or any Guarantor after the Effective Date (whether by Permitted Acquisition or otherwise) at which the Borrower or such Guarantor holds or stores Collateral with an appraised aggregate net book value in excess of greater $2,500,000 at each such location, not later than $100,000 sixty (60) days after the date on which Collateral in excess of such threshold amount is located on the location subject to such leased propertylease (or such longer time period as the Agent may determine, together with such real estate documentation and environmental reports and audits as may be required by the Lenders, provided, further, if an Event of Default has occurred and is continuingwithout any requirement for Lender consent), the applicable Borrower or Subsidiary such Guarantor shall deliver to the Agent a copy of the applicable lease agreement and shall use commercially reasonable efforts to execute or cause to be executed executed, unless otherwise waived by the Agent, a mortgage or lessor’s acknowledgement Collateral Access Agreement in form and consent, as applicable, irregardless of the appraised value of the real property or Collateral, and deliver such mortgage or lessor’s acknowledgment substance reasonably acceptable to the Lenders Agent, together with such real estate other documentation as may be reasonably required by the LendersAgent; in each case in form reasonably satisfactory to the Agent, in its reasonable discretion, together with such supporting documentation, including without limitation corporate authority items, certificates and opinions of counsel, as reasonably required by the Agent. Upon the Agent’s request, the Borrower and the Guarantors shall take, or cause to be taken, such additional steps as are necessary or advisable under applicable law to perfect and ensure the validity and priority of the Liens granted under this Section 6.13.

Future Subsidiaries; Additional Collateral. Each (a) Upon the occurrence of a Springing Lien Event, each Borrower willwill take, and will cause its each other Credit Party to take, any and all such actions as are necessary or as the Agent or the Majority Lenders request to ensure that all of the Indebtedness of each Credit Party under the Loan Documents is secured by first priority perfected Liens in all assets of such Credit Party (other than Excluded Assets), all of which shall constitute Collateral, and each of their Domestic Subsidiaries to, 9.9.1 (including, upon the acquisition or creation thereof, any Subsidiary acquired or created after the Effective Date), in each case as the Agent may determine, including (i) the execution and delivery of guaranties, security agreements, pledge agreements, financing statements and other Collateral Documents, and the filing or recording of any of the foregoing and (ii) the delivery of certificated Equity Interests and other Collateral the perfection of which is obtained by possession under the UCC. Furthermore, upon the occurrence of a Springing Lien Event, the Borrowers, on behalf of themselves and their respective Domestic Subsidiaries, hereby authorize the Agent to take the following actions: (x) with respect to the Collateral Documents, completion of any blanks and insertion of the date of the Springing Lien Event as the “Effective Date” (as defined therein) of such Collateral Documents, (y) attachment of schedules and other disclosures as most recently delivered by the Credit Table of Contents Parties pursuant to the Collateral Documents, as may be appropriate and (z) the filing of UCC financing statements, the Intellectual Property Security Agreement or other documents in the appropriate jurisdictions as may be appropriate for perfecting the Liens evidenced by the Collateral Documents. Once a Springing Lien Event has occurred, notwithstanding any subsequent changes to the Consolidated Total Debt to EBITDA Ratio, the Agent shall retain at all times thereafter, for the benefit of itself and the Lenders, first priority perfected Liens in the Collateral and shall not be obligated to release any such security interests therein. (b) With respect to each Person which becomes a Domestic Subsidiary of a any Borrower created (through organization, acquisition directly or otherwiseindirectly) subsequent to the Effective Date, within thirty (30) days of such creationwhether by a Permitted Domestic Acquisition or otherwise, cause the holder of such Subsidiary’s equity interests to execute such documents and make such deliveries as may be necessary to ensure the Lenders’ first priority perfected security interest in such equity interests, and cause such new Domestic Subsidiary to execute and deliver to the Agent, for and on behalf of each of the Lenders (unless waived by the Agent): (i) within 30 days after the date such Person becomes a Domestic Subsidiary (or such longer time period as the Agent may determine), a Guaranty, or a joinder agreement to any existing Guaranty, whereby such Domestic Subsidiary becomes obligated as a Guarantor under such Guaranty; and (ii) within 30 days after the date such Person becomes a Domestic Subsidiary (or such longer time period as the Agent may determine), a Security Agreement and an Intellectual Property Security Agreement, or a Guaranty encumbering joinder agreement to any existing Security Agreement or Intellectual Property Security Agreement, whereby such Domestic Subsidiary grants a Lien over its assets (other than Equity Interests which are subject to a Lien in favor of the ownership interests Agent pursuant to a Pledge Agreement in accordance with clause (c) of this Section 7.13) as set forth in such Security Agreement and such Intellectual Property Security Agreement, and if a Springing Lien Event has occurred, such Domestic Subsidiary shall take such additional actions, including delivery of any certificated Equity Interests and other Collateral the perfection of which is obtained by possession under the UCC, as may be necessary to ensure a valid first priority perfected Lien over such assets of such Domestic Subsidiary; and, subject only to the other Liens permitted pursuant to Section 8.2; 9.9.2 with (iii) if a Springing Lien Event has occurred, within the time period specified in and to the extent required under clause (d) of this Section 7.13, Collateral Access Agreements and/or other documents required to be delivered in connection therewith; (c) With respect to real property ownedthe Equity Interests of each Person which, leased or otherwise acquired by Borrower or any Subsidiary after subsequent to the Effective Date, not later than sixty (60) days after such property is acquiredby Permitted Domestic Acquisition, execute Permitted Foreign Acquisition or cause to be executed otherwise, becomes (i) in a Domestic Subsidiary, cause the case Credit Party that holds such Equity Interests to execute and deliver such Pledge Agreements or amendments to any of real property ownedthe existing Security Agreements, and if a mortgage covering Springing Lien Event has occurred, take such owned real property so long as such real property has an appraised value of greater than $100,000 and (ii) in the case of real property leased, a lessor’s acknowledgment and consent in form and substance reasonably acceptable to the Lenders so long as Collateral with an appraised value of greater than $100,000 is located on such leased property, together with such real estate documentation and environmental reports and audits actions as may be required by the Lenders, provided, further, if an Event of Default has occurred and is continuing, the applicable Borrower or Subsidiary shall execute or cause necessary to be executed ensure a mortgage or lessor’s acknowledgement and consent, as applicable, irregardless valid first priority perfected Lien over 100% of the appraised value Equity Interests of the real property or Collateralsuch Domestic Subsidiary held by a Credit Party, and deliver such mortgage or lessor’s acknowledgment to the Lenders together with such real estate documentation as may be required by the Lenders.Pledge

Future Subsidiaries; Additional Collateral. Each Borrower will, and will cause its Subsidiaries to, 9.9.1 with (a) With respect to each Person which becomes a Domestic Restricted Subsidiary of a Borrower created (through organization, acquisition directly or otherwiseindirectly) subsequent to the Effective Date, within thirty (30) days of such creationwhether by Permitted Acquisition or otherwise, cause the holder of such Subsidiary’s equity interests to execute such documents and make such deliveries as may be necessary to ensure the Lenders’ first priority perfected security interest in such equity interests, and cause such new Domestic Subsidiary to execute and deliver to the Agent, for and on behalf of each of the Lenders (unless waived by Agent): (i) within thirty (30) days after the date such Person becomes a Domestic Restricted Subsidiary (or such longer time period as the Agent may determine), a Guaranty, or in the event that a Guaranty already exists, a joinder agreement to the Guaranty whereby such Domestic Restricted Subsidiary becomes obligated as a Guarantor under the Guaranty; and (ii) within thirty (30) days after the date such Person becomes a Domestic Restricted Subsidiary (or such longer time period as the Agent may determine), a joinder agreement to the Security Agreement whereby such Domestic Restricted Subsidiary grants a Lien over its assets (other than Equity Interests which should be governed by (b) of this Section 7.13) as set forth in the Security Agreement, and such Domestic Restricted Subsidiary shall take such additional actions as may be necessary to ensure a Guaranty encumbering the ownership interests valid first priority perfected Lien over such assets of such Domestic Restricted Subsidiary; and, subject only to the other Liens permitted pursuant to Section 8.2 of this Agreement; 9.9.2 with (iii) within the time period specified in and to the extent required under clause (c) of this Section 7.13, a Mortgage, Leasehold Mortgage, Collateral Access Agreements and/or other documents required to be delivered in connection therewith; (b) With respect to real property owned, leased the Equity Interests of each Person which becomes (whether by Permitted Acquisition or otherwise acquired by Borrower or any otherwise) (i) a Domestic Subsidiary after which is a Restricted Subsidiary subsequent to the Effective Date, not later than sixty cause the Credit Party that holds such Equity Interests to execute and deliver such Pledge Agreements, and take such actions as may be necessary to ensure a valid first priority perfected Lien over one hundred percent (60100%) of the Equity Interests of such Domestic Subsidiary held by a Credit Party, such Pledge Agreements to be executed and delivered (unless waived by Agent) within thirty (30) days after the date such property Person becomes a Domestic Subsidiary (or such longer time period as Agent may determine); and (ii) a Foreign Subsidiary subsequent to the Effective Date, the Equity Interests of which is acquiredheld directly by Borrower or one of its Domestic Subsidiaries, cause the Credit Party that holds such Equity Interests to execute and deliver such Pledge Agreements and take such actions as may be necessary to ensure a valid first priority perfected Lien over sixty-five percent (65%) of the Equity Interests of such Subsidiary, such Pledge Agreements to be executed and delivered (unless waived by Agent) within thirty (30) days after the date such Person becomes a Foreign Subsidiary (or such longer time period as Agent may determine); in each case in form reasonably satisfactory to the Agent, in its reasonable discretion, together with such supporting documentation, including without limitation corporate authority items, certificates and opinions of counsel, as reasonably required by the Agent. Upon the Agent’s request, Credit Parties shall take, or cause to be executed (i) in taken, such additional steps as are necessary or advisable under applicable law to perfect and ensure the case of real property owned, a mortgage covering such owned real property so long as such real property has an appraised value of greater than $100,000 validity and (ii) in the case of real property leased, a lessor’s acknowledgment and consent in form and substance reasonably acceptable to the Lenders so long as Collateral with an appraised value of greater than $100,000 is located on such leased property, together with such real estate documentation and environmental reports and audits as may be required by the Lenders, provided, further, if an Event of Default has occurred and is continuing, the applicable Borrower or Subsidiary shall execute or cause to be executed a mortgage or lessor’s acknowledgement and consent, as applicable, irregardless priority of the appraised value of the real property or Collateral, and deliver such mortgage or lessor’s acknowledgment to the Lenders together with such real estate documentation as may be required by the LendersLiens granted under this Section 7.13.

Future Subsidiaries; Additional Collateral. Each Borrower will, and will cause its Subsidiaries to, 9.9.1 with (a) With respect to each Person which as of the Effective Date is a direct or indirect Domestic Subsidiary of or becomes a Borrower created (through organization, acquisition direct or otherwise) indirect Domestic Subsidiary subsequent to the Effective Date, within thirty (30) days of such creationwhether by Permitted Acquisition or otherwise, cause the holder of such Subsidiary’s equity interests to execute such documents and make such deliveries as may be necessary to ensure the Lenders’ first priority perfected security interest in such equity interests, and cause such new Domestic Subsidiary to execute and deliver to the Lenders Agent, for and on behalf of each of the Lenders: (i) (x) upon the Effective Date, with respect to each Person which as of the Effective Date is a direct or indirect Domestic Subsidiary, or (y) within thirty (30) days after the date such Person becomes a Domestic Subsidiary (or such longer time period as the Agent may determine), a Guaranty, or in the event that a Guaranty already exists, a joinder agreement to the Guaranty whereby such Domestic Subsidiary becomes obligated as a Guarantor under the Guaranty; (ii) (x) upon the Effective Date, with respect to each Person which as of the Effective Date is a direct or indirect Domestic Subsidiary, or (y) within thirty (30) days after the date such Person becomes a Domestic Subsidiary (or such longer time period as the Agent may determine), a joinder agreement to the Security Agreement whereby such Domestic Subsidiary grants a Lien over its assets of the type pledged by the Credit Parties pursuant to the Security Agreement (other than Equity Interests which should be governed by (b) of this Section 7.13) as set forth in the Security Agreement, and such Domestic Subsidiary shall take such additional actions as may be necessary to ensure a Guaranty encumbering valid first priority perfected Lien over such assets of such Domestic Subsidiary, subject only to the ownership interests other Liens permitted pursuant to Section 8.2 of this Agreement; and (iii) within the time period specified in and to the extent required under clause (c) of this Section 7.13, a Collateral Access Agreements and/or other documents required to be delivered in connection therewith. (b) With respect to the Equity Interests of each Person which as of the Effective Date is or which subsequent to the Effective Date becomes (whether by Permitted Acquisition or otherwise) (i) a Domestic Subsidiary, cause Borrower and each Guarantor that holds such Equity Interests to execute and deliver such Pledge Agreements, and take such actions as may be necessary to ensure a valid first priority perfected Lien over one hundred percent (100%) of the Equity Interests of such Domestic Subsidiary held by such Persons, such Pledge Agreements to be executed and delivered within thirty (30) days after the date such Person becomes a Domestic Subsidiary (or such longer time period as Agent may determine); and (ii) a Foreign Subsidiary, the Equity Interests of which are held directly by Borrower or a Guarantor, cause each such Person that holds such Equity Interests to execute and deliver such Pledge Agreements and take such actions as may be necessary to ensure a valid first priority perfected Lien over sixty-five percent (65%) of the Equity Interests of such Subsidiary, such Pledge Agreements to be executed and delivered within thirty (30) days after the date such Person becomes a Foreign Subsidiary (or such longer time period as Agent may determine); and 9.9.2 (c) with respect to the acquisition of any leasehold interest in real property owned, leased or otherwise acquired by Borrower or any Subsidiary Guarantor after the Effective DateDate (whether by Permitted Acquisition or otherwise), not later than sixty thirty (6030) days after the acquisition is consummated or the owner of the applicable leasehold interest becomes a Domestic Subsidiary (or such property is acquiredlonger time period as Agent may determine), execute or the applicable Credit Party shall deliver to the Agent a copy of the applicable lease agreement and shall use commercially reasonable efforts to cause to be executed (i) in the case of real property ownedexecuted, at Agent’s option, a mortgage covering such owned real property so long as such real property has an appraised value of greater than $100,000 and (ii) in the case of real property leased, a lessor’s acknowledgment and consent Collateral Access Agreement in form and substance reasonably acceptable to Agent together with such other documentation as may be reasonably required by Agent; in each case in form reasonably satisfactory to the Lenders so long as Collateral with an appraised value of greater than $100,000 is located on such leased propertyAgent, in its reasonable discretion, together with such real estate documentation supporting documentation, including without limitation corporate authority items, certificates and environmental reports and audits opinions of counsel, as may be reasonably required by the LendersAgent. Upon the Agent’s request, providedCredit Parties shall take, further, if an Event of Default has occurred and is continuing, the applicable Borrower or Subsidiary shall execute or cause to be executed a mortgage taken, such additional steps as are necessary or lessor’s acknowledgement advisable under applicable law to perfect and consent, as applicable, irregardless ensure the validity and priority of the appraised value of the real property or Collateral, and deliver such mortgage or lessor’s acknowledgment to the Lenders together with such real estate documentation as may be required by the LendersLiens granted under this Section 7.13.

Future Subsidiaries; Additional Collateral. Each Borrower will, and will cause its Subsidiaries to, 9.9.1 with (a) With respect to each Person which becomes a Significant Subsidiary of a Borrower created (through organization, acquisition directly or otherwiseindirectly) subsequent to the Effective Date, within thirty (30) days of such creationwhether by Permitted Acquisition or otherwise, cause the holder of such Subsidiary’s equity interests to execute such documents and make such deliveries as may be necessary to ensure the Lenders’ first priority perfected security interest in such equity interests, and cause such new Significant Subsidiary to execute and deliver to the Agent, for and on behalf of each of the Lenders (unless waived by Agent): (i) within thirty (30) days after the date such Person becomes a Significant Subsidiary (or such longer time period as the Agent may determine), a Guaranty, or in the event that a Guaranty already exists, a joinder agreement to the Guaranty whereby such Significant Subsidiary becomes obligated as a Guarantor under the Guaranty; and (ii) within thirty (30) days after the date such Person becomes a Significant Subsidiary (or such longer time period as the Agent may determine and in the case of LINC and its Subsidiaries, immediately upon the consummation of the Acquisition), a joinder agreement to the Security Agreement whereby such Domestic Subsidiary grants a Lien over its assets (other than Equity Interests which should be governed by (b) of this Section 7.13) as set forth in the Security Agreement, and such Domestic Subsidiary shall take such additional actions as may be necessary to ensure a Guaranty encumbering the ownership interests valid first priority perfected Lien over such assets of such Domestic Subsidiary; and, subject only to the other Liens permitted pursuant to Section 8.2 of this Agreement; 9.9.2 with (b) With respect to real property owned, leased the Equity Interests of each Person which becomes (whether by Permitted Acquisition or otherwise acquired by Borrower or any otherwise) (i) a Significant Subsidiary after subsequent to the Effective Date, not later than sixty cause the Credit Party that holds such Equity Interests to execute and deliver such Pledge Agreements, and take such actions as may be necessary to ensure a valid first priority perfected Lien over one hundred percent (60100%) of the Equity Interests of such Domestic Subsidiary held by a Credit Party, such Pledge Agreements to be executed and delivered (unless waived by Agent) within thirty (30) days after the date such property Person becomes a Domestic Subsidiary (or such longer time period as Agent may determine); and (ii) a Designated Foreign Subsidiary subsequent to the Effective Date, the Equity Interests of which is acquiredheld directly by Borrower or one of its Domestic Subsidiaries, cause the Credit Party that holds such Equity Interests to execute and deliver such Pledge Agreements and take such actions as may be necessary to ensure a valid first priority perfected Lien over sixty-five percent (65%) of the Equity Interests of such Subsidiary, such Pledge Agreements to be executed and delivered (unless waived by Agent) within thirty (30) days after the date such Person becomes a Designated Foreign Subsidiary (or such longer time period as Agent may determine); provided that the requirement of a Pledge Agreement under clause (ii) can be waived by the Agent in its sole discretion if the Agent determines that the cost of obtaining such Pledge Agreement outweighs the benefit thereof to the Lenders; in each case in form reasonably satisfactory to the Agent, in its reasonable discretion, together with such supporting documentation, including without limitation corporate authority items, certificates and opinions of counsel, as reasonably required by the Agent. Upon the Agent’s request, Credit Parties shall take, or cause to be executed (i) in taken, such additional steps as are necessary or advisable under applicable law to perfect and ensure the case of real property owned, a mortgage covering such owned real property so long as such real property has an appraised value of greater than $100,000 validity and (ii) in the case of real property leased, a lessor’s acknowledgment and consent in form and substance reasonably acceptable to the Lenders so long as Collateral with an appraised value of greater than $100,000 is located on such leased property, together with such real estate documentation and environmental reports and audits as may be required by the Lenders, provided, further, if an Event of Default has occurred and is continuing, the applicable Borrower or Subsidiary shall execute or cause to be executed a mortgage or lessor’s acknowledgement and consent, as applicable, irregardless priority of the appraised value of the real property or Collateral, and deliver such mortgage or lessor’s acknowledgment to the Lenders together with such real estate documentation as may be required by the LendersLiens granted under this Section 7.13.

Future Subsidiaries; Additional Collateral. Each Borrower will, and will cause its Subsidiaries to, 9.9.1 with (a) With respect to each Person which becomes a Domestic Subsidiary of a the Borrower created (through organization, acquisition directly or otherwiseindirectly) subsequent to the Effective Date, within thirty (30) days of such creationwhether by Permitted Acquisition or otherwise, cause the holder of such Subsidiary’s equity interests to execute such documents and make such deliveries as may be necessary to ensure the Lenders’ first priority perfected security interest in such equity interests, and cause such new Domestic Subsidiary to execute and deliver to the Agent, for and on behalf of each of the Lenders (unless waived by the Agent): (i) within thirty (30) days after the date such Person becomes a Domestic Subsidiary (or such longer time period as the Agent may determine), a Guaranty, or in the event that a Guaranty already exists, a joinder agreement to the Guaranty whereby such Domestic Subsidiary becomes obligated as a Guarantor under the Guaranty; and (ii) within thirty (30) days after the date such Person becomes a Domestic Subsidiary (or such longer time period as the Agent may determine), a joinder agreement to the Security Agreement whereby such Domestic Subsidiary grants a Lien over its assets (other than Equity Interests which should be governed by (b) of this Section 7.13) as set forth in the Security Agreement, and such Domestic Subsidiary shall take such additional actions as may be necessary to ensure a Guaranty encumbering the ownership interests valid first priority perfected Lien over such assets of such Domestic Subsidiary; and, subject only to the other Liens permitted pursuant to Section 8.2 of this Agreement; 9.9.2 with (iii) within the time period specified in and to the extent required under clause (c) of this Section 7.13, a Mortgage, Leasehold Mortgage, Collateral Access Agreements and/or other documents required to be delivered in connection therewith; (b) With respect to real property owned, leased the Equity Interests of each Person which becomes (whether by Permitted Acquisition or otherwise acquired by Borrower or any otherwise) (i) a Domestic Subsidiary after subsequent to the Effective Date, cause the Credit Party that holds such Equity Interests to execute and deliver such Pledge Agreements, and take such actions as may be necessary to ensure a valid first priority perfected Lien over one hundred percent (100%) of the Equity Interests of such Domestic Subsidiary held by a Credit Party, such Pledge Agreements to be executed and delivered (unless waived by the Agent) within thirty (30) days after the date such Person becomes a Domestic Subsidiary (or such longer time period as the Agent may determine); and (ii) a Foreign Subsidiary subsequent to the Effective Date, the Equity Interests of which is held directly by the Borrower or one of its Domestic Subsidiaries, cause the Credit Party that holds such Equity Interests to execute and deliver such Pledge Agreements and take such actions as may be necessary to ensure a valid first priority perfected Lien over sixty-five percent (65%) of the Equity Interests of such Subsidiary, such Pledge Agreements to be executed and delivered (unless waived by the Agent) within thirty (30) days after the date such Person becomes a Foreign Subsidiary (or such longer time period as the Agent may determine); and (i) With respect to the acquisition of a fee interest in real property by any Credit Party after the Effective Date (whether by Permitted Acquisition or otherwise), not later than sixty thirty (6030) days after the acquisition is consummated or the owner of such property is acquiredbecomes a Domestic Subsidiary (or such longer time period as the Agent may determine), such Credit Party shall execute or cause to be executed (i) in unless waived by the case of real property ownedAgent), a mortgage Mortgage (or an amendment to an existing mortgage, where appropriate) covering such owned real property so long property, together with such additional real estate documentation, environmental reports, title policies and surveys as such real property has an appraised value of greater than $100,000 may be reasonably required by the Agent; and (ii) with respect to the acquisition of any leasehold interest in the case of real property leasedby any Credit Party after the Effective Date (whether by Permitted Acquisition or otherwise), not later than thirty (30) days after the acquisition is consummated or the owner of the applicable leasehold interest becomes a lessorDomestic Subsidiary (or such longer time period as the Agent may determine), the applicable Credit Party shall deliver to the Agent a copy of the applicable lease agreement and shall execute or cause to be executed, at the Agent’s acknowledgment option, unless otherwise waived by the Agent, (x) a Leasehold Mortgage covering the applicable leasehold interest, and consent a Consent and Acknowledgment, together with such additional real estate documentation as may be reasonably required by the Agent or (y) a Collateral Access Agreement in form and substance reasonably acceptable to the Lenders so long Agent together with such other documentation as Collateral with an appraised value of greater than $100,000 is located on such leased propertymay be reasonably required by the Agent; in each case in form reasonably satisfactory to the Agent, in its reasonable discretion, together with such real estate documentation supporting documentation, including without limitation corporate authority items, certificates and environmental reports and audits opinions of counsel, as may be reasonably required by the LendersAgent. Upon the Agent’s reasonable request, providedCredit Parties shall take, further, if an Event of Default has occurred and is continuing, the applicable Borrower or Subsidiary shall execute or cause to be executed a mortgage taken, such additional steps as are necessary or lessor’s acknowledgement advisable under applicable law to perfect and consent, as applicable, irregardless ensure the validity and priority of the appraised value of the real property or Collateral, and deliver such mortgage or lessor’s acknowledgment to the Lenders together with such real estate documentation as may be required by the LendersLiens granted under this Section 7.13.

Future Subsidiaries; Additional Collateral. Each Borrower will, and will cause its Subsidiaries to, 9.9.1 with (a) With respect to each Person which becomes a Significant Subsidiary of a any Borrower created (through organization, acquisition or otherwise) subsequent to the Effective Date, within thirty (30) days of the date such creationPerson is created, cause the holder of such Subsidiary’s equity interests to execute such documents and make such deliveries as may be necessary to ensure the Lenders’ acquired or otherwise becomes a Subsidiary (whichever first priority perfected security interest in such equity interestsoccurs), and cause such new Subsidiary to execute and deliver to the Lenders Agent (i) in the case of each Significant Domestic Subsidiary, (x) a joinder agreement to Joinder Agreement whereby such Domestic Subsidiary becomes obligated as a Guarantor under the Domestic Guaranty and (y) the Security Agreement and (ii) in the case of each Foreign Subsidiary, (x) a Joinder Agreement whereby such Significant Foreign Subsidiary becomes obligated as a Guarantor under the Foreign Guaranty encumbering and (y) if required by the Majority Revolving Credit Banks, a Foreign Security Agreement; (b) With respect to the share capital (or other ownership interests interests) of each Person, which becomes a Significant Foreign Subsidiary subsequent to the Effective Date, within sixty days of the date such Person is created, acquired or becomes a Subsidiary (whichever first occurs), the Borrowers shall execute, or cause to be executed, and deliver to the Agent a Pledge Agreement encumbering, with a first priority Lien, 65% of the share capital of each such Foreign Subsidiary to secure the Indebtedness of the Borrowers and the Indebtedness (as such term is defined therein) and 100% of the share capital of each such Foreign Subsidiary to secure the Indebtedness of the Foreign Permitted Borrowers hereunder, provided however that in the event such Foreign Subsidiary is treated as a "domestic subsidiary" pursuant to certain "check the box" provisions of Section 956 of the Internal Revenue Code, 100% of the share capital of such SubsidiaryForeign Subsidiary shall be encumbered to secure all Indebtedness of the Borrowers; and 9.9.2 (c) With respect to the share capital (or other ownership interests) of each Person, which becomes a Domestic Significant Subsidiary subsequent to the Effective Date, within thirty days of the date such Person is created, acquired or becomes a Significant Subsidiary (whichever first occurs), Autocam shall execute, or cause to be executed, and deliver to the Agent a stock pledge encumbering hereof, 100% of the share capital of each such Significant Domestic Subsidiary to secure the Indebtedness of the Borrowers; and (i) With respect to real property owned by Autocam and located in Kentwood, Michigan, Marsxxxx, Xxchigan, Dowagiac, Michigan and in Gaffney, South Carolina, not later than February 1, 1999, and (ii) with respect to real property owned, leased located in the United States owned or otherwise acquired by Borrower Autocam or any Subsidiary after the Effective Date, not later than sixty (60) thirty days after such property is acquired, execute or cause to be executed (i) in the case of real property owned, a mortgage covering such owned real property so long as such real property has an appraised value of greater than $100,000 and (ii) in the case of real property leased, a lessor’s acknowledgment and consent in form and substance reasonably acceptable to the Lenders so long as Collateral with an appraised value of greater than $100,000 is located on such leased property, together with such real estate documentation and environmental reports and audits as may be required by the Lenders, provided, further, if an Event of Default has occurred and is continuing, the applicable Borrower or Subsidiary Autocam shall execute or cause to be executed a mortgage or lessor’s acknowledgement and consent, as applicable, irregardless of the appraised value of the real Mortgage covering such property or Collateral, and deliver such mortgage or lessor’s acknowledgment to the Lenders together with such real estate documentation listed on Schedule 8.21 hereto; in each case in form satisfactory to the Agent and the Majority Banks, in their reasonable discretion, together with such supporting documentation, including without limitation corporate authority items, certificates and opinions of counsel, as may be reasonably required by the LendersAgent and the Majority Banks and the Borrower shall take, or cause to be taken, such steps as are necessary or advisable under applicable law to perfect the liens granted under this Section 8.21. Notwithstanding the foregoing, however, the parties hereto agree that Autocam Brazil shall not be required to execute and deliver either a Guaranty or a Foreign Security Agreement, and Autocam shall not be required to deliver or cause to be delivered a stock pledge covering the shares of Autocam Brazil.

Future Subsidiaries; Additional Collateral. Each Borrower will, and will cause its Subsidiaries to, 9.9.1 with (a) With respect to each Person which becomes a Domestic Significant Subsidiary of a Borrower created Holdings (through organization, acquisition directly or otherwiseindirectly) subsequent to after the Effective Date, within thirty (30) days of the date such creationPerson is created, acquired or otherwise becomes a Domestic Significant Subsidiary (whichever first occurs), cause the holder of such Subsidiary’s equity interests to execute such documents and make such deliveries as may be necessary to ensure the Lenders’ first priority perfected security interest in such equity interests, and cause such new Subsidiary to execute and deliver to the Lenders Agent (i) a joinder agreement whereby such Domestic Significant Subsidiary becomes obligated as a Guarantor under the Guaranty and (ii) a joinder agreement whereby such Domestic Significant Subsidiary becomes obligated under the Security Agreement; (b) With respect to the Equity Interests of each Person which becomes a Domestic Significant Subsidiary after the Effective Date, but subject to the provisions of Section 13.23, within thirty days of the date such Person is created, acquired or becomes a Domestic Significant Subsidiary (whichever first occurs), Holdings shall execute, or cause to be executed, and deliver to the Agent such documentation as may be necessary to ensure a valid Lien over the applicable Equity Interests under the Security Agreement or a separate Pledge Agreement encumbering all of the Equity Interests of each such Domestic Significant Subsidiary owned by Holdings or any Subsidiary to secure the Indebtedness; (c) Holdings shall execute, or cause to be executed, and delivered to the Agent within one hundred and eighty (180) days of the date each Foreign Subsidiary shall be deemed a Guaranty encumbering Foreign Significant Subsidiary, the ownership interests documentation required pursuant to Section 5.10 of such Subsidiary; andthis Agreement (subject to Agent's ability to waive certain deliveries as set forth therein); 9.9.2 with (d) With respect to real property owned, leased or otherwise acquired owned by Borrower Holdings or any Domestic Significant Subsidiary after the Effective Date, not later than sixty (60) forty-five days after such property is acquired, execute or cause to be executed (i) in the case of real property owned, a mortgage covering such owned real property so long as such real property has an appraised value of greater than $100,000 and (ii) in the case of real property leased, a lessor’s acknowledgment and consent in form and substance reasonably acceptable to the Lenders so long as Collateral with an appraised value of greater than $100,000 is located on such leased property, together with such real estate documentation and environmental reports and audits as may be required by the Lenders, provided, further, if an Event of Default has occurred and is continuing, the applicable Borrower or Subsidiary Holdings shall execute or cause to be executed a mortgage or lessor’s acknowledgement Mortgage covering such property, together with the real estate documentation listed on Schedule 5.3 attached hereto (provided that an appraisal need not be delivered prior to the execution and consent, as applicable, irregardless delivery of the appraised value Mortgage, but rather as soon as such appraisal is made available); and (e) If, at any time, the Permitted Real Estate Debt is repaid in full (other than in connection with a refinancing), Holdings shall execute or cause to be executed, no later than forty-five days after such repayment, Mortgages covering all real property owned by it and its Domestic Significant Subsidiaries on the date of such repayment, together with the real property or Collateral, and deliver such mortgage or lessor’s acknowledgment estate documentation listed on Schedule 5.3 attached hereto; in each case in form satisfactory to the Lenders Agent and the Majority Lenders, in their reasonable discretion, together with such real estate documentation supporting documentation, including without limitation corporate authority items, certificates and opinions of counsel, as may be reasonably required by the LendersAgent and the Majority Lenders and the applicable Person shall take, or cause to be taken, such steps as are necessary or advisable under applicable law to perfect the Liens granted under this Section 7.20.

Future Subsidiaries; Additional Collateral. Each Borrower will, and will cause its Subsidiaries to, 9.9.1 with (a) With respect to each Person which becomes a Domestic Subsidiary of a Borrower created (through organization, acquisition directly or otherwiseindirectly) subsequent to the Effective Date, within thirty (30) days of such creationwhether by Permitted Acquisition or otherwise, cause the holder of such Subsidiary’s equity interests to execute such documents and make such deliveries as may be necessary to ensure the Lenders’ first priority perfected security interest in such equity interests, and cause such new Domestic Subsidiary to execute and deliver to the Agent, for and on behalf of each of the Lenders (unless waived by Agent): (i) within thirty (30) days after the date such Person becomes a Domestic Subsidiary (or such longer time period as the Agent may determine), such Subsidiary shall (y) a joinder agreement to this Agreement to become a Borrower or (z) a Guaranty, or in the event that a Guaranty already exists, a joinder agreement to the Guaranty whereby such Domestic Subsidiary becomes obligated as a Guarantor under the Guaranty; and (ii) within thirty (30) days after the date such Person becomes a Domestic Subsidiary (or such longer time period as the Agent may determine), a joinder agreement to the Security Agreement whereby such Domestic Subsidiary grants a Lien over its assets (other than Equity Interests which should be governed by (b) of this Section 7.13) as set forth in the Security Agreement, and such Domestic Subsidiary shall take such additional actions as may be necessary to ensure a Guaranty encumbering the ownership interests valid first priority perfected Lien over such assets of such Domestic Subsidiary; and, subject only to the other Liens permitted pursuant to Section 8.2 of this Agreement; 9.9.2 with (b) With respect to real property owned, leased the Equity Interests of each Person which becomes (whether by Permitted Acquisition or otherwise acquired by Borrower or any otherwise) (i) a Domestic Subsidiary after subsequent to the Effective Date, not later than sixty cause the Borrower that holds such Equity Interests to execute and deliver such Pledge Agreements, and take such actions as may be necessary to ensure a valid first priority perfected Lien over one hundred percent (60100%) of the Equity Interests of such Domestic Subsidiary held by a Borrower, such Pledge Agreements to be executed and delivered (unless waived by Agent) within thirty (30) days after the date such property Person becomes a Domestic Subsidiary (or such longer time period as Agent may determine); and (ii) a Foreign Subsidiary subsequent to the Effective Date, the Equity Interests of which is acquiredheld directly by Borrower or one of its Domestic Subsidiaries, cause the Borrower that holds such Equity Interests to execute and deliver such Pledge Agreements and take such actions as may be necessary to ensure a valid first priority perfected Lien over sixty-five percent (65%) of the Equity Interests of such Foreign Subsidiary, such Pledge Agreements to be executed and delivered (unless waived by Agent) within thirty (30) days after the date such Person becomes a Foreign Subsidiary (or such longer time period as Agent may determine); and in each case in form reasonably satisfactory to the Agent, in its reasonable discretion, together with such supporting documentation, including without limitation corporate authority items, certificates and opinions of counsel, as reasonably required by the Agent. Upon the Agent's request, Borrowers shall take, or cause to be executed (i) in taken, such additional steps as are necessary or advisable under applicable law to perfect and ensure the case of real property owned, a mortgage covering such owned real property so long as such real property has an appraised value of greater than $100,000 validity and (ii) in the case of real property leased, a lessor’s acknowledgment and consent in form and substance reasonably acceptable to the Lenders so long as Collateral with an appraised value of greater than $100,000 is located on such leased property, together with such real estate documentation and environmental reports and audits as may be required by the Lenders, provided, further, if an Event of Default has occurred and is continuing, the applicable Borrower or Subsidiary shall execute or cause to be executed a mortgage or lessor’s acknowledgement and consent, as applicable, irregardless priority of the appraised value of the real property or Collateral, and deliver such mortgage or lessor’s acknowledgment to the Lenders together with such real estate documentation as may be required by the LendersLiens granted under this Section 7.13.

Future Subsidiaries; Additional Collateral. Each Borrower will, and will cause its Subsidiaries to, 9.9.1 with (a) With respect to each Person that becomes a Domestic Subsidiary and a Material Subsidiary of a any Borrower created (through organization, acquisition directly or otherwiseindirectly) (other than any Excluded Subsidiary) subsequent to the Effective Closing Date, within thirty (30) days of such creationwhether by Permitted Acquisition or otherwise, cause the holder of such Subsidiary’s equity interests to execute such documents and make such deliveries as may be necessary to ensure the Lenders’ first priority perfected security interest in such equity interests, and cause such new Domestic Subsidiary to execute and deliver to the Administrative Agent, for and on behalf of each of the Lenders (unless waived by the Administrative Agent): (i) within thirty (30) days after the date such Person becomes a Domestic Subsidiary (or such longer time period as the Administrative Agent may determine), a joinder agreement to the Guaranty whereby such Domestic Subsidiary becomes obligated as a Guarantor under the Guaranty; and (ii) within thirty (30) days after the date such Person becomes a Domestic Subsidiary (or such longer time period as the Administrative Agent may determine), a joinder agreement to the Security Agreement whereby such Domestic Subsidiary grants a Lien over its assets (other than Equity Interests that should be governed by clause (b) of this Section 7.13) as set forth in and to the extent required by the Security Agreement, and such Domestic Subsidiary shall take such additional actions as may be necessary to ensure a Guaranty encumbering valid first priority perfected Lien over such assets of such Domestic Subsidiary, subject only to the ownership interests other Liens permitted pursuant to Section 8.2 of this Agreement; (iii) within the time period specified in and to the extent required under clause (c) of this Section 7.13, a Mortgage, Collateral Access Agreements and/or other documents required to be delivered in connection therewith; (b) With respect to the Equity Interests of each Person that becomes (whether by Permitted Acquisition or otherwise) (i) a direct Domestic Subsidiary of a Credit Party subsequent to the Closing Date, cause the Credit Party that holds such Equity Interests (other than any Excluded Equity Interests) to execute and deliver pledge supplements or other documents, and take such actions as may be necessary to ensure a valid first priority perfected Lien over one hundred percent (100%) of the Equity Interests of such Domestic Subsidiary held by such Credit Party; and (ii) a direct Foreign Subsidiary of a Credit Party subsequent to the Closing Date, cause the Credit Party that holds such Equity Interests (other than any Excluded Equity Interests) to execute and deliver such pledge supplements or other documents and take such actions as may be necessary to ensure a valid first priority perfected Lien over sixty-five percent (65%) of the Equity Interests of such Subsidiary; and, such pledge supplements or other documents to be executed and delivered within thirty (30) days after the date such additional Equity Interests are issued to such Person (or such longer time period as the Administrative Agent may determine); 9.9.2 with (i) With respect to the acquisition of a fee interest in real property owned, leased or otherwise acquired by Borrower or any Subsidiary Credit Party after the Effective DateClosing Date (whether by Permitted Acquisition or otherwise), in each case, that has a fair market value in excess of $1,000,000, not later than sixty forty five (6045) days after the acquisition is consummated or the owner of such property is acquiredbecomes a Credit Party (or such longer time period as the Administrative Agent may determine), such Credit Party shall execute or cause to be executed (iunless waived by the Administrative Agent), a Mortgage (or an amendment to an existing mortgage, where appropriate) substantially in the case form of real property owned, a mortgage Exhibit 1.2 (subject to any necessary and/or appropriate local law modifications) covering such owned real property so long as such real property has an appraised value of greater than $100,000 and (ii) in the case of real property leased, a lessor’s acknowledgment and consent in form and substance reasonably acceptable to the Lenders so long as Collateral with an appraised value of greater than $100,000 is located on such leased property, together with such additional real estate documentation documentation, appraisals, environmental reports, title policies and environmental reports and audits surveys as may be reasonably required by the LendersAdministrative Agent; and (ii) with respect to the acquisition of any leasehold interest in real property where books and records will be located by any Borrower or any Domestic Subsidiary after the Closing Date (whether by Permitted Acquisition or otherwise), provided, further, if an Event not later than forty-five (45) days (or such longer time period as the Administrative Agent may determine) after the acquisition is consummated or applicable agreement becomes effective or the owner of Default has occurred and is continuingthe applicable leasehold interest becomes a Credit Party, the Borrowers or such Credit Party, as applicable, shall, in each case if requested by Agent, deliver to the Administrative Agent a copy of the applicable Borrower or Subsidiary shall lease agreement and, with respect to any leasehold interest in real property where books and records will be located, to use commercially reasonable efforts to execute or cause to be executed a mortgage or lessor’s acknowledgement and consentCollateral Access Agreement, as applicablein each case, irregardless of the appraised value of the real property or Collateral, and deliver such mortgage or lessor’s acknowledgment to the Lenders together with such real estate other documentation as may be reasonably required by the LendersAdministrative Agent; in each case in form reasonably satisfactory to the Administrative Agent, in its reasonable discretion, together with such supporting documentation, including without limitation corporate authority items, certificates and opinions of counsel, as reasonably required by the Administrative Agent. Upon the Administrative Agent’s request, Credit Parties shall take, or cause to be taken, such additional steps as are necessary or advisable under applicable law to perfect and ensure the validity and priority of the Liens granted under this Section 7.13.

Future Subsidiaries; Additional Collateral. Each Borrower will, and will cause its Subsidiaries to, 9.9.1 with (a) With respect to each Person which becomes a Significant Domestic Subsidiary of a Borrower created (through organization, acquisition or otherwise) subsequent to the Effective Restatement Date, within thirty (30) days of the date such creationPerson is created, acquired or otherwise becomes a Significant Domestic Subsidiary (whichever first occurs) (or such later date as agreed to by the Agent), Borrower will cause such Subsidiary to (i) execute and deliver to the holder Agent (A) a Guaranty or a joinder agreement to an existing Guaranty whereby such Subsidiary becomes obligated as a Guarantor under the Guaranty and (B) a Security Agreement or a joinder agreement to an existing Security Agreement whereby such Subsidiary grants to Agent a Lien over its assets pursuant to the terms of the Security Agreement, (ii) take such Subsidiary’s equity interests to execute such documents and make such deliveries additional actions as may be necessary to ensure the Lenders’ a valid first priority perfected security interest in Lien over such equity interestsassets of such Subsidiary, subject only to the other Liens permitted pursuant to Section 8.2 of this Agreement, and (iii) within the time period specified in and to the extent required under clause (c) of this Section 7.20, executed and deliver a Mortgage, Leasehold Mortgage, Collateral Access Agreements and/or other documents required to be delivered in connection therewith; (b) With respect to the Equity Interests of each Person which becomes (whether by Permitted Acquisition or otherwise) (i) a Significant Domestic Subsidiary subsequent to the Restatement Date, Borrower will cause the applicable Domestic Subsidiary that holds such new Subsidiary Equity Interests to execute and deliver such pledge agreements (or, where appropriate, amendments to existing Security Agreements, or pledge agreements), and take such actions as may be necessary to ensure a valid first priority perfected Lien over one hundred percent (100%) of the Equity Interests of such Significant Domestic Subsidiary held by such -Significant Domestic Subsidiary, such pledge agreements and/or amendments to Security Agreements to be executed and delivered within thirty (30) days after the date such Person becomes a Significant Domestic Subsidiary (or such longer time period as Agent may determine); and (ii) a Significant Foreign Subsidiary subsequent to the Lenders Restatement Date, the Equity Interests of which are held directly by Borrower or one of its Domestic Subsidiaries, Borrower will, or will cause the Domestic Subsidiary that holds such Equity Interests to, execute and deliver such Foreign Pledge Agreements (or, where appropriate, amendments to existing Foreign Pledge Agreements), and take such actions as may be necessary to ensure a joinder agreement to valid first priority perfected Lien over sixty-five percent (65%) of the Security Agreement and a Guaranty encumbering the ownership interests Equity Interests of such Significant Foreign Subsidiary, such Foreign Pledge Agreements to be executed and delivered (unless waived by Agent) within thirty (30) days after the date such Person becomes a Significant Foreign Subsidiary (or such longer time period as Agent may determine); and 9.9.2 with (i) With respect to real property ownedlocated in the United States owned or leased (other than with respect to any leased locations which are used solely as office space, leased and where there are no operations conducted or otherwise acquired inventory or equipment located) by Borrower or any Subsidiary other Significant Domestic Subsidiary, after the Effective Restatement Date, not later than sixty forty-five (6045) days after such property is acquired, execute or cause to be executed (i) in the case of real property ownedunless extended by Agent, a mortgage covering such owned real property so long as such real property has an appraised value of greater than $100,000 and (ii) in the case of real property leased, a lessor’s acknowledgment and consent in form and substance reasonably acceptable to the Lenders so long as Collateral with an appraised value of greater than $100,000 is located on such leased property, together with such real estate documentation and environmental reports and audits as may be required by the Lenders, provided, further, if an Event of Default has occurred and is continuing, the applicable Borrower or Subsidiary shall execute or cause to be executed a mortgage Mortgage or lessor’s acknowledgement a Leasehold Mortgage and consentConsent and Acknowledgment, as applicable, irregardless of the appraised value of the real property or Collateralcovering such property, and deliver such mortgage or lessor’s acknowledgment to the Lenders together with such additional real estate documentation, environmental reports, title policies and surveys as may be reasonably required by Agent and (ii) with respect to real property located in jurisdictions outside the United States owned or leased (under a long term lease with a tenor, including any possible renewals, of five years or more) by Borrower or any other Significant Domestic Subsidiary after the Restatement Date, to the extent permitted under applicable local law, not later than ninety (90) days after such property is acquired, unless waived or extended by Agent, Borrower shall execute or cause to be executed a Mortgage or Leasehold Mortgage and Consent and Acknowledgment, as applicable, covering such property, together with such additional real estate documentation, environmental reports, title policies and surveys as may be reasonably required by Agent (as determined by counsel acceptable to Agent); (d) Deliver a fully executed Mexican Pledge Agreement, along with evidence of registration of such pledge in pledgor’s ledger, the applicable stock certificate and stock power executed in blank, and such other documentation as may be requested by the Agent or any Lender in connection with such Mexican Stock Pledge, within thirty (30) days following the request of the Agent or the Majority Lenders; in each case in form satisfactory to the Agent and the Majority Lenders, in their reasonable discretion, together with such supporting documentation, including without limitation corporate authority items, certificates and opinions of counsel, as reasonably required by the LendersAgent and the Majority Lenders and the Borrower shall take, or cause to be taken, such steps as are necessary or advisable under applicable law to perfect the liens granted under this Section 7.20.

Future Subsidiaries; Additional Collateral. Each Borrower will, and will cause its Subsidiaries to, 9.9.1 with (a) With respect to each Person which becomes a Significant Subsidiary of a any Borrower created (through organization, acquisition or otherwise) subsequent to the Effective Date, within thirty (30) days of the date such creationPerson is created, cause the holder of such Subsidiary’s equity interests to execute such documents and make such deliveries as may be necessary to ensure the Lenders’ acquired or otherwise becomes a Subsidiary (whichever first priority perfected security interest in such equity interestsoccurs), and cause such new Subsidiary to execute and deliver to the Lenders a joinder agreement to the Security Agreement and a Guaranty encumbering the ownership interests of such Subsidiary; and 9.9.2 with respect to real property owned, leased or otherwise acquired by Borrower or any Subsidiary after the Effective Date, not later than sixty (60) days after such property is acquired, execute or cause to be executed Agent (i) in the case of real property ownedeach Significant Domestic Subsidiary, (x) a mortgage covering Joinder Agreement whereby such owned real property so long Domestic Subsidiary becomes obligated as such real property has an appraised value of greater than $100,000 a Guarantor under the Domestic Guaranty and (y) the Security Agreement and (ii) in the case of real property leasedeach Foreign Subsidiary other than Autocam Brazil, (x) a Joinder Agreement whereby such Significant Foreign Subsidiary becomes obligated as a Guarantor under the Foreign Guaranty and (y) if required by the Majority Revolving Credit Banks, a lessor’s acknowledgment Foreign Security Agreement; (b) With respect to the share capital (or other ownership interests) of each Person, which becomes a Significant Foreign Subsidiary subsequent to the Effective Date, within sixty days of the date such Person is created, acquired or becomes a Subsidiary (whichever first occurs), the Borrowers shall execute, or cause to be executed, and consent deliver to the Agent a Pledge Agreement encumbering, with a first priority Lien, 65% of the share capital of each such Foreign Subsidiary to secure the Indebtedness of the Borrowers and the Indebtedness (as such term is defined therein) and 100% of the share capital of each such Foreign Subsidiary to secure the Indebtedness of the Foreign Permitted Borrowers hereunder; and (c) With respect to the share capital (or other ownership interests) of each Person, which becomes a Domestic Significant Subsidiary subsequent to the Effective Date, within thirty days of the date such Person is created, acquired or becomes a Significant Subsidiary (whichever first occurs), Autocam shall execute, or cause to be executed, and deliver to the Agent a stock pledge encumbering hereof, 100% of the share capital of each such Significant Domestic Subsidiary to secure the Indebtedness of the Borrowers; in each case in form and substance reasonably acceptable satisfactory to the Lenders so long as Collateral with an appraised value of greater than $100,000 is located on such leased propertyAgent and the Majority Banks, in their reasonable discretion, together with such real estate documentation supporting documentation, including without limitation corporate authority items, certificates and environmental reports and audits opinions of counsel, as may be reasonably required by the LendersAgent and the Majority Banks and the Borrower shall take, provided, further, if an Event of Default has occurred and is continuing, the applicable Borrower or Subsidiary shall execute or cause to be executed a mortgage taken, such steps as are necessary or lessor’s acknowledgement advisable under applicable law to perfect the liens granted under clauses (a) and consent, as applicable, irregardless of the appraised value of the real property or Collateral, and deliver such mortgage or lessor’s acknowledgment to the Lenders together with such real estate documentation as may be required by the Lenders(b) hereof.

Future Subsidiaries; Additional Collateral. Each Borrower will, and will cause its Subsidiaries to, 9.9.1 with (a) With respect to each Person which becomes a Subsidiary of a Borrower created Company (through organization, acquisition directly or otherwiseindirectly) subsequent to the Restatement Effective Date, within thirty (30) days of the date such creationPerson is created, cause the holder of such Subsidiary’s equity interests to execute such documents and make such deliveries as may be necessary to ensure the Lenders’ acquired or otherwise becomes a Subsidiary (whichever first priority perfected security interest in such equity interestsoccurs), and cause such new Subsidiary to execute and deliver to the Lenders Agent (x) the Guaranty or a Joinder Agreement (attached to the Guaranty as Exhibit A) whereby such Subsidiary becomes obligated as a Guarantor under the Guaranty and (y) a joinder agreement to the Amended and Restated Security Agreement; (b) With respect to the Equity Interests of each Person which becomes a Subsidiary subsequent to the Restatement Effective Date, within thirty (30) days of the date such Person is created, acquired or otherwise becomes a Subsidiary, the Company shall execute, or cause to be executed, and deliver to the Agent a Pledge Agreement and or a Guaranty Security Agreement, as applicable, encumbering all of the ownership interests Equity Interests of such Subsidiary; andSubsidiary to secure the Obligations of the Company. 9.9.2 with (c) With respect to real property located in the United States owned, leased or otherwise acquired by Borrower the Company or any Subsidiary after the Restatement Effective DateDate (except for leases of office space), not later than sixty forty-five (6045) days after such property is acquired, the Company shall execute or cause to be executed (iunless waived by Agent and the Majority Banks) in the case of real property owneda Mortgage (or a leasehold Mortgage, a mortgage where appropriate) covering such owned real property so long as such real property has an appraised value of greater than $100,000 (and (ii) in the case of real property leased, a lessor’s acknowledgment and consent in form and substance reasonably acceptable to the Lenders so long as Collateral with an appraised value Agent and the Majority Banks in the case of greater than $100,000 is located on such leased property), together with such real estate documentation listed on Schedule 7.17 hereto; in each case in form reasonably satisfactory to the Agent and environmental reports the Majority Banks, in their reasonable discretion, together with such supporting documentation, including without limitation corporate authority items, certificates and audits opinions of counsel, as may be reasonably required by the LendersAgent and the Majority Banks and the Company shall take, provided, further, if an Event of Default has occurred and is continuing, the applicable Borrower or Subsidiary shall execute or cause to be executed a mortgage taken, such steps as are necessary or lessor’s acknowledgement and consent, as applicable, irregardless of advisable under applicable law to perfect the appraised value of the real property or Collateral, and deliver such mortgage or lessor’s acknowledgment to the Lenders together with such real estate documentation as may be required by the Lendersliens granted under this Section 7.19.

Future Subsidiaries; Additional Collateral. Each Borrower will, and will cause its Subsidiaries to, 9.9.1 with (a) With respect to each Person which becomes a Domestic Subsidiary of a any Borrower created (through organization, acquisition directly or otherwiseindirectly) subsequent to the Effective Date, within thirty (30) days of such creation, cause the holder of such Subsidiary’s equity interests to execute such documents and make such deliveries as may be necessary to ensure the Lenders’ first priority perfected security interest in such equity interests, and Date cause such new Domestic Subsidiary to execute and deliver to the Agent, for and on behalf of each of the Lenders (unless waived by Agent), in Agent’s sole discretion, either: (i) within thirty (30) days after the date such Person becomes a Domestic Subsidiary (or such longer time period as the Agent may determine), a joinder agreement to this Agreement, the Note, and any applicable Collateral Documents whereby such Domestic Subsidiary becomes obligated as a Borrower under this Agreement, the Note and the applicable Collateral Documents; or (ii) within thirty (30) days after the date such Person becomes a Domestic Subsidiary (or such longer time period as the Agent may determine), and at Agent’s request, (a) within thirty (30) days after the date such Person becomes a Domestic Subsidiary (or such longer time period as the Agent may determine), a Guaranty, or in the event that a Guaranty already exists, a joinder agreement to the Guaranty whereby such Domestic Subsidiary becomes obligated as a Guarantor under the Guaranty; and (b) within thirty (30) days after the date such Person becomes a Domestic Subsidiary (or such longer time period as the Agent may determine), a joinder agreement to the Security Agreement whereby such Domestic Subsidiary grants a Lien over its assets as set forth in the Security Agreement, and such Domestic Subsidiary shall take such additional actions as may be necessary to ensure a Guaranty encumbering the ownership interests valid first priority perfected Lien over such assets of such Domestic Subsidiary, subject only to the other Liens permitted pursuant to Section 8.2 of this Agreement; and 9.9.2 with (c) within the time period specified in and to the extent required under this Section 7.13, Collateral Access Agreements and/or other documents required to be delivered in connection therewith; (b) With respect to the acquisition of any leasehold interest in real property owned, leased or otherwise acquired by Borrower or any Subsidiary Credit Party after the Effective Date, not later than sixty thirty (6030) days after the acquisition is consummated or the owner of the applicable leasehold interest becomes a Domestic Subsidiary (or such property is acquiredlonger time period as Agent may determine), the applicable Credit Party shall deliver to the Agent a copy of the applicable lease agreement and shall execute or cause to be executed (i) in the case of real property ownedexecuted, at Agent’s option, unless otherwise waived by Agent, a mortgage covering such owned real property so long as such real property has an appraised value of greater than $100,000 and (ii) in the case of real property leased, a lessor’s acknowledgment and consent Collateral Access Agreement in form and substance reasonably acceptable to Agent together with such other documentation as may be reasonably required by Agent; in each case in form reasonably satisfactory to the Lenders so long as Collateral with an appraised value of greater than $100,000 is located on such leased propertyAgent, in its reasonable discretion, together with such real estate documentation supporting documentation, including without limitation corporate authority items, certificates and environmental reports and audits opinions of counsel, as may be reasonably required by the LendersAgent. Upon the Agent’s request, providedCredit Parties shall take, further, if an Event of Default has occurred and is continuing, the applicable Borrower or Subsidiary shall execute or cause to be executed a mortgage taken, such additional steps as are necessary or lessor’s acknowledgement advisable under applicable law to perfect and consent, as applicable, irregardless ensure the validity and priority of the appraised value of the real property or Collateral, and deliver such mortgage or lessor’s acknowledgment to the Lenders together with such real estate documentation as may be required by the LendersLiens granted under this Section 7.13.

Future Subsidiaries; Additional Collateral. Each Borrower will, and will cause its Subsidiaries to, 9.9.1 with (a) With respect to each Person which becomes a Subsidiary of a Borrower created (through organization, acquisition directly or otherwiseindirectly) subsequent to the Effective Date, within thirty (30) days of such creationwhether by Permitted Acquisition or otherwise, cause the holder of such Subsidiary’s equity interests to execute such documents and make such deliveries as may be necessary to ensure the Lenders’ first priority perfected security interest in such equity interests, and cause such new Subsidiary to execute and deliver to the Agent, for and on behalf of each of the Lenders (unless waived by Agent): (i) within thirty (30) days after the date such Person becomes a Subsidiary (or such longer time period as the Agent may determine), a Guaranty, or a joinder agreement to the Guaranty whereby such Subsidiary becomes obligated as a Guarantor under the Guaranty; and (ii) within thirty (30) days after the date such Person becomes a Subsidiary (or such longer time period as the Agent may determine), a joinder agreement to the Security Agreement whereby such Domestic Subsidiary grants a Lien over its assets (other than Equity Interests which should be governed by (b) of this Section 7.13) as set forth in the Security Agreement, and such Domestic Subsidiary shall take such additional actions as may be necessary to ensure a Guaranty encumbering the ownership interests valid first priority perfected Lien over such assets of such Domestic Subsidiary; and, subject only to the other Liens permitted pursuant to Section 8.2 of this Agreement; 9.9.2 with respect to (iii) if when such Person becomes a Subsidiary, it has a fee interest in real property, then within ninety (90) days thereafter, unless such real property ownedis encumbered by a Permitted Lien the terms of which effectively prohibit granting a Lien to the Agent, leased the Agent or otherwise acquired by Borrower or any Subsidiary after the Effective DateMajority Lenders are entitled to request a Lien on that real property as additional collateral, not later than sixty and, in such case, within thirty (6030) days after such property is acquiredrequest, such Subsidiary shall execute and deliver a Mortgage (or cause an amendment to be executed (ian existing mortgage, where appropriate) in the case of real property owned, a mortgage covering such owned real property so long as such real property has an appraised value of greater than $100,000 and (ii) in the case of real property leased, a lessor’s acknowledgment and consent in form and substance reasonably acceptable to the Lenders so long as Collateral with an appraised value of greater than $100,000 is located on such leased property, together with such real estate documentation and environmental informational title reports and audits as may be reasonably required by the LendersAgent; (b) With respect to the Equity Interests of each Person which becomes (whether by Permitted Acquisition or otherwise) (i) a Subsidiary subsequent to the Effective Date, providedcause the Credit Party that holds such Equity Interests to execute and deliver such Pledge Agreements, furtherand take such actions as may be necessary to ensure a valid first priority perfected Lien over one hundred percent (100%) of the Equity Interests of such Domestic Subsidiary held by a Credit Party, if an Event of Default has occurred such Pledge Agreements to be executed and is continuingdelivered (unless waived by Agent) within thirty (30) days after the date such Person becomes a Domestic Subsidiary (or such longer time period as Agent may determine); and (ii) a Designated Foreign Subsidiary subsequent to the Effective Date, the applicable Equity Interests of which is held directly by Borrower or one of its Domestic Subsidiaries, cause the Credit Party that holds such Equity Interests to execute and deliver such Pledge Agreements and take such actions as may be necessary to ensure a valid first priority perfected Lien over sixty-five percent (65%) of the Equity Interests of such Subsidiary, such Pledge Agreements to be executed and delivered (unless waived by Agent) within thirty (30) days after the date such Person becomes a Designated Foreign Subsidiary (or such longer time period as Agent may determine); provided that the requirement of a Pledge Agreement under clause (ii) can be waived by the Agent in its sole discretion if the Agent determines that the cost of obtaining such Pledge Agreement outweighs the benefit thereof to the Lenders; in each case in form reasonably satisfactory to the Agent, in its reasonable discretion, together with such supporting documentation, including without limitation corporate authority items, certificates and opinions of counsel, as reasonably required by the Agent. Upon the Agent’s request, Credit Parties shall execute take, or cause to be executed a mortgage taken, such additional steps as are necessary or lessor’s acknowledgement advisable under applicable law to perfect and consent, as applicable, irregardless ensure the validity and priority of the appraised value of the real property or Collateral, and deliver such mortgage or lessor’s acknowledgment to the Lenders together with such real estate documentation as may be required by the LendersLiens granted under this Section 7.13.

Future Subsidiaries; Additional Collateral. Each Borrower willUnless Agent determines, in its sole and will cause its Subsidiaries to,absolute discretion, that the cost of compliance with this Section 7.13 outweigh the relative benefit to the Lenders: 9.9.1 with (a) With respect to each Person which becomes a Domestic Subsidiary of any Borrower (directly or indirectly) subsequent to the Effective Date, whether by Permitted Acquisition or otherwise, cause such new Domestic Subsidiary to execute and deliver to the Agent, for and on behalf of each of the Lenders (unless waived by the Agent): (i) within forty five (45) days after the date such Person becomes a Domestic Subsidiary (or such longer time period as the Agent may determine), either (1) a joinder agreement to this Agreement, in the event such Person elects to become a Borrower, or (2) a Guaranty, or in the event that a Guaranty already exists, a joinder agreement to the Guaranty whereby such Domestic Subsidiary becomes obligated as a Guarantor under the Guaranty; (ii) within forty five (45) days after the date such Person becomes a Domestic Subsidiary (or such longer time period as the Agent may determine), a joinder agreement to the Security Agreement whereby such Domestic Subsidiary grants a Lien over its assets (other than Equity Interests which should be governed by (b) of this Section 7.13) as set forth in the Security Agreement, and such Domestic Subsidiary shall take such additional actions as may be necessary to ensure a valid first priority perfected Lien over such assets of such Domestic Subsidiary, subject only to the other Liens permitted pursuant to Section 8.2 of this Agreement; and (iii) within the time period specified in and to the extent required under clause (c) of this Section 7.13, a Mortgage, Collateral Access Agreements and/or other documents required to be delivered in connection therewith; provided that an Acquisition Subsidiary shall not be required to become a Borrower created or Guarantor until the closing of the acquisition for which it was formed or until it otherwise acquires assets or begins conducting business, (b) With respect each Person which becomes, through organization, the acquisition or its Equity Interests (whether by Permitted Acquisition or otherwise) subsequent to the Effective Date, within thirty (30i) days of such creationa Domestic Subsidiary, cause the holder of Credit Party that holds such Subsidiary’s equity interests Equity Interests to execute and deliver such documents Pledge Agreements, and make take such deliveries actions as may be necessary to ensure the Lenders’ a valid first priority perfected security interest in Lien over one hundred percent (100%) of the Equity Interests of such equity interestsDomestic Subsidiary held by a Credit Party, such Pledge Agreements to be executed and delivered (unless waived by the Agent) within forty five (45) days after the date such Person becomes a Domestic Subsidiary (or such longer time period as the Agent may determine); and (ii) a Foreign Subsidiary, the Equity Interests of which is held directly by a Borrower or one of its Domestic Subsidiaries, cause the Credit Party that holds such new Subsidiary Equity Interests to execute and deliver such Pledge Agreements and take such actions as may be necessary to ensure a valid first priority perfected Lien over sixty-five percent (65%) of the Lenders a joinder agreement to the Security Agreement and a Guaranty encumbering the ownership interests Equity Interests of such Subsidiary, such Pledge Agreements to be executed and delivered (unless waived by the Agent) within forty five (45) days after the date such Person becomes a Foreign Subsidiary (or such longer time period as the Agent may determine); and 9.9.2 with (i) With respect to the acquisition of a fee interest in real property owned, leased or otherwise acquired by Borrower or any Subsidiary Credit Party after the Effective DateDate (whether by Permitted Acquisition or otherwise) having a market value in excess of Five Million Dollars ($5,000,000), not later than sixty forty five (6045) days after the acquisition is consummated or the owner of such property is acquiredbecomes a Domestic Subsidiary (or such longer time period as the Agent may determine), such Credit Party shall execute or cause to be executed (i) in unless waived by the case of real property ownedAgent), a mortgage Mortgage (or an amendment to an existing mortgage, where appropriate) covering such owned real property so long property, together with such additional real estate documentation, environmental reports, title policies and surveys as such real property has an appraised value of greater than $100,000 may be reasonably required by the Agent; and (ii) with respect to the acquisition of any leasehold interest in the case of real property leasedby any Credit Party after the Effective Date (whether by Permitted Acquisition or otherwise), which leasehold location is the main location of Borrowers' books and records, not later than forty five (45) days after the acquisition is consummated or the owner of the applicable leasehold interest becomes a lessor’s acknowledgment Domestic Subsidiary (or such longer time period as the Agent may determine), the applicable Credit Party shall deliver to the Agent a copy of the applicable lease agreement and consent shall execute or cause to be executed, at the Agent's option, unless otherwise waived by the Agent, Collateral Access Agreement in form and substance reasonably acceptable to the Lenders so long Agent together with such other documentation as Collateral with an appraised value of greater than $100,000 is located on such leased propertymay be reasonably required by the Agent; in each case in form reasonably satisfactory to the Agent, in its reasonable discretion, together with such real estate documentation supporting documentation, including without limitation corporate authority items, certificates and environmental reports and audits opinions of counsel, as may be reasonably required by the LendersAgent. Upon the Agent's request, providedCredit Parties shall take, further, if an Event of Default has occurred and is continuing, the applicable Borrower or Subsidiary shall execute or cause to be executed a mortgage taken, such additional steps as are necessary or lessor’s acknowledgement advisable under applicable law to perfect and consent, as applicable, irregardless ensure the validity and priority of the appraised value of the real property Liens granted under this Section 7.13. Notwithstanding anything contained herein or Collateral, and deliver such mortgage or lessor’s acknowledgment in any Loan Document to the Lenders together with such real estate documentation as may contrary, Center Leaf Partners, LLC, an Iowa limited liability company, shall not be required by the Lendersto be a Borrower or a Guarantor, nor shall it be required to enter into any Loan Document.

Future Subsidiaries; Additional Collateral. Each Borrower will, and will cause its Subsidiaries to, 9.9.1 with (a) With respect to each Person which is or becomes a domestic Subsidiary of a either Borrower created (through organization, acquisition directly or otherwiseindirectly) subsequent to after the Effective Date, within thirty (30) days of the date when such creationPerson becomes a Subsidiary, cause the holder of such Subsidiary’s equity interests to execute such documents and make such deliveries as may be necessary to ensure the Lenders’ first priority perfected security interest in such equity interests, and cause such new Subsidiary to execute and deliver to the Lenders Agent, for and on behalf of each of the Banks (x) at the option of the Agent and the Majority Banks, a Guaranty, or in the event that a Guaranty already exists, joinder agreement in the form attached as Exhibit “A” to the Guaranty whereby such Subsidiary becomes obligated as a Guarantor under the Guaranty, or a joinder agreement to this Agreement whereby such Person becomes obligated as a Borrower under this Agreement and (y) a joinder agreement to the Security Agreement; (b) With respect to each Person which is or becomes a foreign Subsidiary of Borrowers (directly or indirectly) after the Effective Date, within thirty (30) days of the date when the total assets of such foreign Subsidiary exceeds of Two Hundred Thousand Dollars ($200,000), cause such foreign Subsidiary to execute and deliver to the applicable Borrower all promissory notes evidencing all Intercompany Loans from such Borrower to such foreign Subsidiary, which such promissory notes shall be immediately assigned and delivered to Agent on behalf of the Banks; (c) With respect to the capital stock of each Person which becomes a Subsidiary subsequent to the Effective Date, (i) in the case of any domestic Subsidiary, within thirty (30) days of the date such Person becomes a domestic Subsidiary, the applicable Borrower or the applicable Subsidiary shall execute, or cause to be executed, and deliver to the Agent a Security Agreement, or any amendment to the Security Agreement as applicable, encumbering all of the Capital Stock of such Subsidiary to secure the Indebtedness of Borrowers; and (ii) in the case of any foreign Subsidiary, within thirty (30) days of the date when the total assets of such foreign Subsidiary exceeds of Two Hundred Thousand Dollars ($200,000), the applicable Borrower or the applicable Subsidiary shall execute, or cause to be executed, and deliver to the Agent a Guaranty Security Agreement, or any amendment to the Security Agreement as applicable, encumbering 65% of the ownership interests Capital Stock of such Subsidiary, to secure the Indebtedness; and 9.9.2 with (d) With respect to real property owned, leased or otherwise acquired located in the United States owned by Borrower or any Subsidiary Loan Party after the Effective Date, provided such Loan Party has at least Two Hundred Thousand Dollars ($200,000) of equity in such real property, not later than sixty (60) days after such property is acquired, the applicable Loan Party shall execute or cause to be executed (iunless waived by the Majority Banks) in the case of real property owned, a mortgage first priority Mortgage covering such owned real property so long as such real property has an appraised value of greater than $100,000 and (ii) in the case of real property leased, a lessor’s acknowledgment and consent in form and substance reasonably acceptable to the Lenders so long as Collateral with an appraised value of greater than $100,000 is located on such leased property, together with such real estate documentation as required by Agent provided, however, if any real property acquired after the Effective Date is seller financed, Agent shall have a second – priority position with respect to such real property; in each case in form satisfactory to the Agent and environmental reports the Majority Banks, in their reasonable discretion, together with such supporting documentation, including without limitation corporate authority items, certificates and audits opinions of counsel, as may be reasonably required by the LendersAgent, providedBorrowers shall take, further, if an Event of Default has occurred and is continuing, the applicable Borrower or Subsidiary shall execute or cause to be executed a mortgage taken, such steps as are necessary or lessor’s acknowledgement and consent, as applicable, irregardless of advisable under applicable law to perfect the appraised value of the real property or Collateral, and deliver such mortgage or lessor’s acknowledgment to the Lenders together with such real estate documentation as may be required by the Lendersliens granted under this Section 6.16.

Future Subsidiaries; Additional Collateral. Each Borrower will, and will cause its Subsidiaries to, 9.9.1 with (a) With respect to each Person which becomes a Domestic Subsidiary of a Borrower created Holdings (through organization, acquisition directly or otherwiseindirectly) subsequent to the Effective Closing Date, within thirty (30) days of such creationwhether by Permitted Acquisition or otherwise, cause the holder of such Subsidiary’s equity interests to execute such documents and make such deliveries as may be necessary to ensure the Lenders’ first priority perfected security interest in such equity interests, and cause such new Domestic Subsidiary to execute and deliver to the Administrative Agent, for and on behalf of each of the Lenders (unless waived by the Administrative Agent): (i) within thirty (30) days after the date such Person becomes a Domestic Subsidiary (or such longer time period as the Administrative Agent may determine), at Administrative Agent’s option, (A) a Guaranty, or in the event that a Guaranty already exists, a joinder agreement to the Guaranty whereby such Domestic Subsidiary becomes obligated as a Guarantor under the Guaranty; or (B) a Loan Agreement Joinder Agreement whereby such Person becomes a Borrower hereunder; and (ii) within thirty (30) days after the date such Person becomes a Domestic Subsidiary (or such longer time period as the Administrative Agent may determine), (x) a joinder agreement to the Security Agreement whereby such Domestic Subsidiary grants a Lien over its assets (other than Equity Interests which should be governed by clause (b) of this Section 7.12) as set forth in the Security Agreement, and (y) a Guaranty encumbering the ownership interests Patent Security Agreement, Trademark Security Agreement and/or a Copyright Security Agreement, as applicable, and such Domestic Subsidiary shall take such additional actions as may be necessary to ensure a valid first priority perfected Lien over such assets of such Domestic Subsidiary, subject only to the other Liens permitted pursuant to Section 8.2 of this Agreement; (iii) within the time period specified in and to the extent required under clause (c) of this Section 7.12, a Mortgage, Collateral Access Agreements and/or other documents required to be delivered in connection therewith; (b) With respect to the Equity Interests of each Person which becomes (whether by Permitted Acquisition or otherwise) (i) a Domestic Subsidiary subsequent to the Closing Date, cause the Credit Party that holds such Equity Interests to execute and deliver such Pledge Agreements, and take such actions as may be necessary to ensure a valid first priority perfected Lien over one hundred percent (100%) of the Equity Interests of such Domestic Subsidiary held by a Credit Party, such Pledge Agreements to be executed and delivered (unless waived by the Administrative Agent) within thirty (30) days after the date such Person becomes a Domestic Subsidiary (or such longer time period as Administrative Agent may determine); and (ii) a Foreign Subsidiary subsequent to the Closing Date, the Equity Interests of which is held directly by Company or one of its Domestic Subsidiaries, cause the Credit Party that holds such Equity Interests to execute and deliver such Pledge Agreements and take such actions as may be necessary to ensure a valid first priority perfected Lien over sixty-five percent (65%) in the aggregate of the Equity Interests of such Foreign Subsidiary, such Pledge Agreements to be executed and delivered (unless waived by the Administrative Agent) within thirty (30) days after the date such Person becomes a Foreign Subsidiary (or such longer time period as Administrative Agent may determine); and 9.9.2 with (i) With respect to the acquisition of a fee interest in real property owned, leased or otherwise acquired by Borrower or any Subsidiary Credit Party after the Effective DateClosing Date (whether by Permitted Acquisition or otherwise), not later than sixty thirty (6030) days after the acquisition is consummated or the owner of such property is acquiredbecomes a Domestic Subsidiary (or such longer time period as the Administrative Agent may determine), such Credit Party shall execute or cause to be executed (i) in unless waived by the case of real property ownedAdministrative Agent), a mortgage Mortgage (or an amendment to an existing mortgage, where appropriate) covering such owned real property so long property, together with such additional real estate documentation, environmental reports, title policies and surveys as such real property has an appraised value of greater than $100,000 may be reasonably required by the Administrative Agent; and (ii) with respect to the acquisition of any leasehold interest in the case of real property leasedby any Credit Party after the Closing Date (whether by Permitted Acquisition or otherwise), upon which the primary books and records of any Credit Party are or will be located, the applicable Credit Party shall promptly deliver to the Administrative Agent a copy of the applicable lease agreement and shall use commercially reasonable, good faith efforts to deliver to the Administrative Agent not later than thirty (30) days after the acquisition is consummated or the owner of the applicable leasehold interest becomes a Domestic Subsidiary (or such longer time period as the Administrative Agent may determine), unless otherwise waived by Administrative Agent, a lessor’s acknowledgment and consent Collateral Access Agreement in form and substance reasonably acceptable to the Lenders so long Administrative Agent together with such other documentation as Collateral with an appraised value of greater than $100,000 is located on such leased propertymay be reasonably required by the Administrative Agent; in each case in form reasonably satisfactory to the Administrative Agent, in its reasonable discretion, together with such real estate documentation supporting documentation, including without limitation corporate authority items, certificates and environmental reports and audits opinions of counsel, as may be reasonably required by the Lenders. Upon the Administrative Agent’s request, providedCredit Parties shall take, further, if an Event of Default has occurred and is continuing, the applicable Borrower or Subsidiary shall execute or cause to be executed taken, such additional steps as are necessary or advisable under applicable law to perfect and ensure the validity and priority of the Liens granted under this Section 7.12. (d) Notwithstanding anything herein to the contrary, (i) in no event shall any Foreign Subsidiary be required to provide any Guaranty, or execute any joinder agreement to the Guaranty, the Security Agreement, or this Agreement or any other Loan Document, under which such Foreign Subsidiary provides any guaranty, other credit support or pledges any assets as collateral for credit extended to Holdings or any Domestic Subsidiary pursuant hereto; and (ii) in no event shall more than sixty-five percent (65%) in the aggregate of the Equity Interests of any Foreign Subsidiary required to be pledged by one or more of Company and its subsidiaries, serve as collateral for credit to Holdings or any Domestic Subsidiary extended pursuant hereto. Furthermore, and notwithstanding anything herein to the contrary, with respect to each Domestic Subsidiary which (i) is a mortgage “disregarded entity” for U.S. federal income tax purposes, and (ii) owns any stock in a Foreign Subsidiary (each, a “Domestic Disregarded Subsidiary”), the stock of such Domestic Disregarded Subsidiary shall not be required to be pledged hereunder, nor shall such Domestic Disregarded Subsidiary be required to become a Guarantor or lessor’s acknowledgement and consentBorrower hereunder, it being understood that only the assets of such Domestic Disregarded Subsidiary may be pledged, encumbered or otherwise serve as collateral for the Indebtedness (provided that the pledge of the Equity Interests of any Foreign Subsidiary owned by a Domestic Disregarded Subsidiary shall not encumber more than sixty-five percent (65%) in the aggregate of the Equity Interests in any such Foreign Subsidiary, subject to any further limitations as otherwise provided herein). Notwithstanding anything herein to the contrary, on or before July 31, 2008, cause sixty-five percent (65%) in the aggregate of the Equity Interests of any wholly-owned Foreign Subsidiary of any Credit Party to be pledged as collateral for credit to the Company or any Domestic Subsidiary extended pursuant hereto subject to the prior Lien of the Senior Loan Documents, as applicable, irregardless of set forth in the appraised value of the real property or Collateral, and deliver such mortgage or lessor’s acknowledgment to the Lenders together with such real estate documentation as may be required by the LendersSubordination Agreement. (e) .

Future Subsidiaries; Additional Collateral. Each Borrower will, and will cause its Subsidiaries to, 9.9.1 with (a) With respect to each Person which is or becomes a Subsidiary of a Borrower created (through organization, acquisition directly or otherwiseindirectly) on or subsequent to the Effective Date, within thirty (30) days of the date such creationPerson becomes a Subsidiary, cause the holder of such Subsidiary’s equity interests to execute such documents and make such deliveries as may be necessary to ensure the Lenders’ first priority perfected security interest in such equity interests, and cause such new Subsidiary to execute and deliver to Lender (x) a Guaranty in form and substance satisfactory to Lender pursuant to which such Subsidiary guarantees all of the Lenders Indebtedness and (y) a joinder agreement to the Security Agreement in form and a Guaranty encumbering the ownership interests substance satisfactory to Lender securing all obligations of such Subsidiary; andSubsidiary under the Guaranty; 9.9.2 with (b) With respect to real property located in the United States owned, leased or otherwise acquired by Borrower or any Subsidiary Party after the Effective Date, not later than sixty (60) days after such property is acquired, such Party shall execute or cause to be executed (unless waived by Lender) (i) in the case of real property ownedowned by a Party, a mortgage Mortgage covering such owned real property so long as such real property has an appraised value of greater than $100,000 (such mortgage to be subordinated to any Mortgage granted to secure the Senior Credit Facility) and (ii) in the case of real property leasedleased by a Party, a lessor’s acknowledgment and consent in form and substance reasonably acceptable to the Lenders Lender so long as Collateral with an appraised value of greater than $100,000 is located on such leased property, together with such real estate documentation and environmental reports and audits as may be required by the LendersLender in its sole discretion, provided, further, if an a Default or Event of Default has occurred and is continuing, the applicable Borrower or Subsidiary Party shall execute or cause to be executed a mortgage Mortgage or lessor’s acknowledgement and consent, as applicable, irregardless of the appraised value of the real property or Collateral, and deliver such mortgage Mortgage or lessor’s acknowledgment to the Lenders Lender together with such real estate documentation as may be required by Lender, in its sole discretion; in each case in form reasonably satisfactory to Lender, in its reasonable discretion, together with such supporting documentation, including without limitation corporate authority items, certificates and opinions of counsel, as reasonably required by Lender and the LendersParties shall take, or cause to be taken, such steps as are necessary or advisable under applicable law to perfect the liens contemplated by this Section 4.19.

Future Subsidiaries; Additional Collateral. Each Borrower will, and will cause its Subsidiaries to, 9.9.1 with (a) With respect to each Person which becomes a Domestic Subsidiary of a any Borrower created (through organization, acquisition directly or otherwiseindirectly) subsequent to after the Effective Date, within thirty (30) days of the date such creationPerson is created, cause the holder of such Subsidiary’s equity interests to execute such documents and make such deliveries as may be necessary to ensure the Lenders’ acquired or otherwise becomes a Subsidiary (whichever first priority perfected security interest in such equity interestsoccurs), and cause such new Subsidiary to execute and deliver to the Lenders Agent (i) a joinder agreement Joinder Agreement whereby such Domestic Subsidiary becomes obligated as a Guarantor under the Guaranty and (ii) a Joinder Agreement whereby such Domestic Subsidiary becomes obligated under the Security Agreement; (b) With respect to the Security Equity Interests of each Person which becomes a Domestic Subsidiary after the Effective Date, but subject to the provisions of Section 13.23, within thirty days of the date such Person is created, acquired or becomes a Subsidiary (whichever first occurs), Holdings shall execute, or cause to be executed, and deliver to the Agent a Pledge Agreement encumbering all of the Equity Interests of each such Domestic Subsidiary owned by Holdings or any Subsidiary to secure the Indebtedness; (c) With respect to any Foreign Subsidiary owning assets in excess of $5,000,000, at the request of the Agent and the Majority Lenders, Holdings shall execute, or cause to be executed, and deliver to the Agent a Guaranty pledge agreement, together with such other agreements and opinions requested by the Agent, encumbering 65% of the ownership interests Equity Interests of such SubsidiarySubsidiary to secure the Indebtedness; and 9.9.2 with (d) With respect to real property owned, leased or otherwise acquired owned by Borrower Holdings or any Subsidiary after the Effective Date, not later than sixty (60) forty-five days after such property is acquired, Holdings shall execute or cause to be executed (i) in the case of real property owned, a mortgage Mortgage covering such owned real property so long as such real property has an appraised value of greater than $100,000 and (ii) in the case of real property leased, a lessor’s acknowledgment and consent in form and substance reasonably acceptable to the Lenders so long as Collateral with an appraised value of greater than $100,000 is located on such leased property, together with such real estate documentation listed on Schedule 7.20 to the Prior Credit Agreement; in each case in form satisfactory to the Agent and environmental reports the Majority Lenders, in their reasonable discretion, together with such supporting documentation, including without limitation corporate authority items, certificates and audits opinions of counsel, as may be reasonably required by the LendersAgent and the Majority Lenders and the Borrower shall take, provided, further, if an Event of Default has occurred and is continuing, the applicable Borrower or Subsidiary shall execute or cause to be executed a mortgage taken, such steps as are necessary or lessor’s acknowledgement and consent, as applicable, irregardless of advisable under applicable law to perfect the appraised value of the real property or Collateral, and deliver such mortgage or lessor’s acknowledgment to the Lenders together with such real estate documentation as may be required by the Lendersliens granted under this Section 7.20.

Future Subsidiaries; Additional Collateral. Each Borrower will, and will cause its Subsidiaries to, 9.9.1 with (a) With respect to each Foreign Subsidiary which is a Significant Foreign Subsidiary on the Effective Date, within ninety (90) days of the Effective Date, the Company shall promptly execute, or cause to be executed by its Domestic Subsidiaries (to the extent applicable), and delivered to the Collateral Agent a local law Foreign Pledge Agreement encumbering the capital stock or other ownership interests of such Foreign Subsidiary to secure the Indebtedness of the Company; (b) With respect to each Person which becomes a Domestic Subsidiary of a Borrower created Company (through organization, acquisition directly or otherwiseindirectly) subsequent to the Effective Date, within thirty (30) days of the date such creationPerson is created, cause the holder of such Subsidiary’s equity interests to execute such documents and make such deliveries as may be necessary to ensure the Lenders’ acquired or otherwise becomes a Subsidiary (whichever first priority perfected security interest in such equity interestsoccurs), and cause such new Subsidiary to execute and deliver to the Lenders Agents (x) a Joinder Agreement (attached to the Guaranty as Exhibit A) whereby such Subsidiary becomes obligated as a Guarantor under the Guaranty and (y) a joinder agreement to the Security Agreement and a Guaranty encumbering the ownership interests of such Subsidiary; andAgreement; 9.9.2 with (c) With respect to real property located in the United States owned, leased or otherwise acquired by Borrower Company or any Domestic Subsidiary after the Effective Date, not later than sixty forty five (6045) days after such property is acquired, the applicable party shall (a) in the case of owned real property, execute or cause to be executed (iunless waived by the Banks) a Mortgage covering such owned real property, together with such real estate documentation as would have been required for such property under Section 5.1(c)(i)(E) hereof had it been owned as of the Effective Date, such as title insurance, surveys, environmental audits, and opinions of counsel each in form and substance acceptable to Agents and the Majority Banks, and (b) in the case of leased real property ownedproperty, at Collateral Agent's option, shall use its best efforts to obtain a leasehold mortgage covering such owned real property so long as such real property has an appraised value of greater than $100,000 and (ii) in the case of real property leased, and/or a lessor’s 's acknowledgment and consent and Collateral Access Agreement in form and substance reasonably acceptable to the Lenders so long Agents; (d) With respect to the share capital (or other ownership interests) of each Person which becomes a Subsidiary subsequent to the Effective Date, (i) in the case of any Domestic Subsidiary, within thirty (30) days of the date such Person is created, acquired or otherwise becomes a Domestic Subsidiary, the Company shall execute, or cause to be executed, and deliver to the Collateral Agent a Pledge Agreement or a Security Agreement, as applicable, encumbering all of the share capital or other ownership interests of such Subsidiary to secure the Indebtedness of the Company; and (ii) in the case of any Significant Foreign Subsidiary whose share capital is owned in whole or in part by the Company or any Domestic Subsidiary, at the request of the Collateral with an appraised value Agent and the Majority Banks and to the extent permitted under applicable local law, the Company or the applicable Domestic Subsidiary shall promptly execute, or cause to be executed, and deliver to the Collateral Agent a local law pledge agreement encumbering 65% (or such greater percentage as may then be permitted under applicable United States tax law) of greater than $100,000 the total share capital or other ownership interests of such Subsidiary to secure the Indebtedness of the Company; or, if such Significant Foreign Subsidiary is located on treated as a disregarded entity under the Internal Revenue Code, a local law pledge agreement encumbering 100% of the total share capital or other ownership interests of such leased propertySubsidiary; in each case in form reasonably satisfactory to the Agents and the Majority Banks, in their reasonable discretion, together with such real estate documentation supporting documentation, including without limitation corporate authority items, certificates and environmental reports and audits opinions of counsel, as may be reasonably required by the LendersAgents and the Majority Banks and the Company shall take, provided, further, if an Event of Default has occurred and is continuing, the applicable Borrower or Subsidiary shall execute or cause to be executed a mortgage taken, such steps as are necessary or lessor’s acknowledgement and consent, as applicable, irregardless of advisable under applicable law to perfect the appraised value of the real property or Collateral, and deliver such mortgage or lessor’s acknowledgment to the Lenders together with such real estate documentation as may be required by the Lendersliens granted under this Section 7.18.

Future Subsidiaries; Additional Collateral. Each Borrower will, and will cause its Subsidiaries to, 9.9.1 with (a) With respect to each Person which becomes a Domestic Subsidiary of a any Borrower created (through organization, acquisition directly or otherwiseindirectly) subsequent to the Effective Date, within thirty (30) days of such creationother than any Excluded Subsidiary, whether by Permitted Acquisition or otherwise, cause the holder of such Subsidiary’s equity interests to execute such documents and make such deliveries as may be necessary to ensure the Lenders’ first priority perfected security interest in such equity interests, and cause each such new Domestic Subsidiary to execute and deliver to the Agent, for and on behalf of each of the Lenders (unless waived by Agent): (i) within thirty (30) days after the date such Person becomes a Domestic Subsidiary (or such longer time period as the Agent may determine), at Agent’s option (A) a joinder to this Agreement in form and substance reasonably satisfactory to Agent or (B) a Guaranty, or in the event that a Guaranty already exists, a joinder agreement to the Guaranty whereby such Domestic Subsidiary becomes obligated as a Guarantor under the Guaranty; and (ii) within thirty (30) days after the date such Person becomes a Domestic Subsidiary (or such longer time period as the Agent may determine), a joinder agreement to the Security Agreement whereby such Domestic Subsidiary grants a Lien over its assets (other than Equity Interests which should be governed by (b) of this Section 8.13) as set forth in the Security Agreement, and such Domestic Subsidiary shall take such additional actions as may be necessary to ensure a Guaranty encumbering the ownership interests valid first priority perfected Lien over such assets of such Domestic Subsidiary; and, subject only to the other Liens permitted pursuant to Section 9.2 of this Agreement; 9.9.2 with (iii) within the time period specified in and to the extent required under clause (c) of this Section 8.13, a Mortgage, Collateral Access Agreements and/or other documents required to be delivered in connection therewith; (b) With respect to real property ownedthe Equity Interests of each Person, leased other than any Excluded Subsidiary, which becomes (whether by Permitted Acquisition or otherwise acquired by Borrower or any otherwise) (i) a Domestic Subsidiary after subsequent to the Effective Date, cause the Credit Party that holds such Equity Interests to execute and deliver such Pledge Agreements, and take such actions as may be necessary to ensure a valid first priority perfected Lien over one hundred percent (100%) of the Equity Interests of such Domestic Subsidiary held by a Credit Party, such Pledge Agreements to be executed and delivered (unless waived by Agent) within thirty (30) days after the date such Person becomes a Domestic Subsidiary (or such longer time period as Agent may determine); and (ii) a Foreign Subsidiary subsequent to the Effective Date, the Equity Interests of which is held directly by a Credit Party, cause the Credit Party that holds such Equity Interests to execute and deliver such Pledge Agreements and take such actions as may be necessary to ensure a valid first priority perfected Lien over sixty-five percent (65%) of the Equity Interests of such Subsidiary, such Pledge Agreements to be executed and delivered (unless waived by Agent) within thirty (30) days after the date such Person becomes a Foreign Subsidiary (or such longer time period as Agent may determine); and (i) With respect to the acquisition of a fee interest in real property with a fair market value in excess of $1,000,000 by the Company or any Domestic Subsidiary, other than any Excluded Subsidiary, after the Effective Date (whether by Permitted Acquisition or otherwise), not later than sixty thirty (6030) days after the acquisition is consummated or the owner of such property is acquiredbecomes a Domestic Subsidiary (or such longer time period as Agent may determine), such Credit Party shall execute or cause to be executed (i) in the case of real property ownedunless waived by Agent), a mortgage Mortgage (or an amendment to an existing mortgage, where appropriate) covering such owned real property so long property, together with such additional real estate documentation, environmental reports, title policies and surveys as such real property has an appraised value of greater than $100,000 may be reasonably required by Agent; and (ii) with respect to the acquisition of any leasehold interest in the case of real property leasedby the Company or any Domestic Subsidiary, other than any Excluded Subsidiary, after the Effective Date (whether by Permitted Acquisition or otherwise), not later than thirty (30) days after the acquisition is consummated or the owner of the applicable leasehold interest becomes a Domestic Subsidiary (or such longer time period as Agent may determine), the applicable Credit Party shall deliver to the Agent a copy of the applicable lease agreement and, if requested by Agent, shall execute or cause to be executed, at Agent’s option, unless otherwise waived by Agent, a lessor’s acknowledgment and consent Collateral Access Agreement in form and substance reasonably acceptable to Agent together with such other documentation as may be reasonably required by Agent; in each case in form reasonably satisfactory to the Lenders so long as Collateral with an appraised value of greater than $100,000 is located on such leased propertyAgent, in its reasonable discretion, together with such real estate documentation supporting documentation, including without limitation corporate authority items, certificates and environmental reports and audits opinions of counsel, as may be reasonably required by the Lenders, provided, further, if an Event of Default has occurred and is continuingAgent. Upon the Agent’s request, the applicable Borrower or Subsidiary Credit Parties shall execute take, or cause to be executed a mortgage taken, such additional steps as are necessary or lessor’s acknowledgement advisable under applicable law to perfect and consent, as applicable, irregardless ensure the validity and priority of the appraised value of the real property or Collateral, and deliver such mortgage or lessor’s acknowledgment to the Lenders together with such real estate documentation as may be required by the LendersLiens granted under this Section 8.13.

Future Subsidiaries; Additional Collateral. Each Borrower will, and will cause its Subsidiaries to, 9.9.1 with (a) With respect to each Person which becomes a Domestic Subsidiary of a Borrower created (through organization, acquisition directly or otherwiseindirectly) subsequent to the Effective Date, within thirty (30) days of such creationwhether by Permitted Acquisition or otherwise, cause the holder of such Subsidiary’s equity interests to execute such documents and make such deliveries as may be necessary to ensure the Lenders’ first priority perfected security interest in such equity interests, and cause such new Domestic Subsidiary which is a Material Subsidiary to execute and deliver to the Agent, for and on behalf of each of the Lenders (unless waived by Agent): (i) within thirty (30) days after the date such Person becomes a Material Subsidiary (or such longer time period as the Agent may determine), a Guaranty, or in the event that a Guaranty already exists, a joinder agreement to the Guaranty whereby such Domestic Subsidiary becomes obligated as a Guarantor under the Guaranty; and (ii) within thirty (30) days after the date such Person becomes a Material Subsidiary (or such longer time period as the Agent may determine), a joinder agreement to the Security Agreement whereby such Domestic Subsidiary grants a Lien over its assets (other than Equity Interests which should be governed by (b) of this Section 7.13) as set forth in the Security Agreement, and such Domestic Subsidiary shall take such additional actions as may be necessary to ensure a Guaranty encumbering valid first priority perfected Lien over such assets of such Domestic Subsidiary, subject only to the ownership interests other Liens permitted pursuant to Section 8.2 of this Agreement. Notwithstanding the foregoing, upon the request of Agent, Bank shall cause Domestic Subsidiaries which are not Material Subsidiaries to provide the items required above within the time periods specified above so that at all times Agent has received Guaranties and Security Agreements from Credit Parties which on a combined basis account for not less than 90% of the Total Assets of Borrower and its consolidated Subsidiaries and not less than 90% of the gross revenues of Borrower and its consolidated Subsidiaries. (b) With respect to the Equity Interests of each Person which becomes (whether by Permitted Acquisition or otherwise) (i) a Domestic Subsidiary subsequent to the Effective Date, cause the Borrower and each Guarantor that holds such Equity Interests to execute and deliver such Pledge Agreements, and take such actions as may be necessary to ensure a valid first priority perfected Lien over one hundred percent (100%) of the Equity Interests of such Domestic Subsidiary held by such Person, such Pledge Agreements to be executed and delivered (unless waived by Agent) within thirty (30) days after the date such Person becomes a Domestic Subsidiary (or such longer time period as Agent may determine); and (ii) a Foreign Subsidiary which is a Material Subsidiary subsequent to the Effective Date, the Equity Interests of which is held directly by Borrower or one of its Domestic Subsidiaries, cause the Credit Party that holds such Equity Interests to execute and deliver such Pledge Agreements and take such actions as may be necessary to ensure a valid first priority perfected Lien over sixty-five percent (65%) of the Equity Interests of such Subsidiary, such Pledge Agreements to be executed and delivered (unless waived by Agent) within thirty (30) days after the date such Person becomes a Foreign Subsidiary (or such longer time period as Agent may determine); and 9.9.2 with (c) With respect to the acquisition of a fee interest in real property owned, leased or otherwise acquired by Borrower or any Subsidiary Credit Party with a fair market value in excess of Two Million Five Hundred Thousand Dollars ($2,500,000) after the Effective DateDate (whether by Permitted Acquisition or otherwise), not later than sixty (60) days after the acquisition is consummated or the owner of such property is acquiredbecomes a Domestic Subsidiary (or such longer time period as Agent may determine), such Credit Party shall execute or cause to be executed (i) in the case of real property ownedunless waived by Agent), a mortgage Mortgage (or an amendment to an existing mortgage, where appropriate) covering such owned real property so long as such real property has an appraised value of greater than $100,000 and (ii) in the case of real property leased, a lessor’s acknowledgment and consent in form and substance reasonably acceptable to the Lenders so long as Collateral with an appraised value of greater than $100,000 is located on such leased property, together with such additional real estate documentation documentation, environmental reports, title policies and environmental reports and audits surveys as may be reasonably required by Agent; in each case in form reasonably satisfactory to the Agent, in its reasonable discretion, together with such supporting documentation, including without limitation corporate authority items, certificates and opinions of counsel, as reasonably required by the LendersAgent. Upon the Agent’s request, providedCredit Parties shall take, further, if an Event of Default has occurred and is continuing, the applicable Borrower or Subsidiary shall execute or cause to be executed a mortgage taken, such additional steps as are necessary or lessor’s acknowledgement advisable under applicable law to perfect and consent, as applicable, irregardless ensure the validity and priority of the appraised value of the real property or Collateral, and deliver such mortgage or lessor’s acknowledgment to the Lenders together with such real estate documentation as may be required by the LendersLiens granted under this Section 7.13.

Future Subsidiaries; Additional Collateral. Each Borrower will, and will cause its Subsidiaries to, 9.9.1 with respect to each Subsidiary of a Borrower created (through organization, acquisition or otherwise) subsequent to the Effective Date, within thirty (30) days of such creation, cause the holder of such Subsidiary’s 's equity interests to execute such documents and make such deliveries as may be necessary to ensure the Lenders’ ' first priority perfected security interest in such equity interests, and cause such new Subsidiary to execute and deliver to the Lenders a joinder agreement to the Security Agreement and a Guaranty encumbering the ownership interests of such Subsidiary; and 9.9.2 with respect to real property owned, leased or otherwise acquired by Borrower or any Subsidiary after the Effective Date, not later than sixty (60) days after such property is acquired, execute or cause to be executed (i) in the case of real property owned, a mortgage covering such owned real property so long as such real property has an appraised value of greater than $100,000 and (ii) in the case of real property leased, a lessor’s 's acknowledgment and consent in form and substance reasonably acceptable to the Lenders so long as Collateral with an appraised value of greater than $100,000 is located on such leased property, together with such real estate documentation and environmental reports and audits as may be required by the Lenders, provided, further, if an Event of Default has occurred and is continuing, the applicable Borrower or Subsidiary shall execute or cause to be executed a mortgage or lessor’s 's acknowledgement and consent, as applicable, irregardless of the appraised value of the real property or Collateral, and deliver such mortgage or lessor’s 's acknowledgment to the Lenders together with such real estate documentation as may be required by the Lenders.

Future Subsidiaries; Additional Collateral. Each Borrower will, and will cause its Subsidiaries to, 9.9.1 with (a) With respect to each Person which becomes a Significant Domestic Subsidiary of a the Borrower created (through organization, acquisition directly or otherwiseindirectly) subsequent to the Effective Date, within thirty (30) days of such creationwhether by Permitted Acquisition or otherwise, cause the holder of such Subsidiary’s equity interests to execute such documents and make such deliveries as may be necessary to ensure the Lenders’ first priority perfected security interest in such equity interests, and cause such new Domestic Subsidiary to execute and deliver to the Agent, for and on behalf of each of the Lenders (unless waived by the Agent): (i) within thirty (30) days after the date such Person becomes a Significant Domestic Subsidiary (or such longer time period as the Agent may determine), a Guaranty, or in the event that a Guaranty already exists, a joinder agreement to the Guaranty whereby such Domestic Subsidiary becomes obligated as a Guarantor under the Guaranty; (ii) within thirty (30) days after the date such Person becomes a Significant Domestic Subsidiary (or such longer time period as the Agent may determine), a joinder agreement to the Security Agreement whereby such Domestic Subsidiary grants a Lien over its assets (other than Equity Interests which should be governed by (b) of this Section 7.13) as set forth in the Security Agreement, and such Domestic Subsidiary shall take such additional actions as may be necessary to ensure a valid first priority perfected Lien over such assets of such Domestic Subsidiary, subject only to the other Liens permitted pursuant to Section 8.2 of this Agreement; (iii) if, within six (6) months following the Effective Date (or such longer period as determined by Agent), the wind down of Santur has not been finalized (in accordance with the Delaware General Corporation Law) or substantially all of the assets of Santur have not been transferred to Borrower or otherwise in accordance with this Agreement, then, promptly following such 6-month period (but in any event within thirty (30) days thereafter, or such longer period as Agent shall determine), (A) a Guaranty executed by Santur, whereby Santur becomes obligated as a Guarantor under such Guaranty, and (B) a Security Agreement and a Guaranty encumbering Pledge Agreement, each executed by Santur, whereby Santur grants a Lien over its assets as set forth in such Security Agreement and Pledge Agreement, and Borrower shall take (or cause to be taken) such additional actions as may be necessary to ensure a valid first priority perfected Lien over such assets of Santur, subject only to the ownership interests other Liens permitted pursuant to Section 8.2 of such Subsidiarythis Agreement; and 9.9.2 with (iv) within the time period specified in and to the extent required under clause (c) of this Section 7.13, Collateral Access Agreements and/or other documents required to be delivered in connection therewith; (b) With respect to the Equity Interests of each Person which becomes (whether by Permitted Acquisition or otherwise) (i) a Domestic Subsidiary subsequent to the Effective Date, cause the Credit Party that holds such Equity Interests to execute and deliver such Pledge Agreements, and take such actions as may be necessary to ensure a valid first priority perfected Lien over one hundred percent (100%) of the Equity Interests of such Domestic Subsidiary held by each domestic Credit Party, such Pledge Agreements to be executed and delivered (unless waived by the Agent) within thirty (30) days after the date such Person becomes a Domestic Subsidiary (or such longer time period as the Agent may determine); and (ii) a Significant Foreign Subsidiary subsequent to the Effective Date, the Equity Interests of which is held directly by the Borrower or one of its Domestic Subsidiaries, cause the Credit Party that holds such Equity Interests to execute and deliver such Pledge Agreements and take such actions as may be necessary to ensure a valid first priority perfected Lien over sixty-five percent (65%) of the Equity Interests of such Significant Foreign Subsidiary (or such lesser amount, if applicable, owed by the pledgor), such Pledge Agreements to be executed and delivered (unless waived by the Agent) within thirty (30) days after the date such Person becomes a Foreign Subsidiary (or such longer time period as the Agent may determine); and (i) With respect to the acquisition of a fee interest in real property owned, leased or otherwise acquired by Borrower or any Subsidiary domestic Credit Party after the Effective Date, whether by Permitted Acquisition or otherwise, (provided that the value of such fee property, as reasonably determined by Agent, exceeds $2,000,000) not later than sixty thirty (6030) days after the acquisition is consummated or the owner of such property is acquiredbecomes a Domestic Subsidiary (or such longer time period as the Agent may determine), such Credit Party shall execute or cause to be executed (i) in unless waived by the case of real property ownedAgent), a mortgage Mortgage (or an amendment to an existing mortgage, where appropriate) covering such owned real property so long property, together with such additional real estate documentation, environmental reports, title policies and surveys as such real property has an appraised value of greater than $100,000 may be reasonably required by the Agent; and (ii) with respect to the acquisition of any leasehold interest in the case of real property leasedby any Loan Party after the Effective Date (whether by Permitted Acquisition or otherwise), but only to the extent such leasehold constitutes a location where material business records are kept, not later than thirty (30) days after the acquisition is consummated or the owner of the applicable leasehold interest becomes a Domestic Loan Party shall deliver to the Agent a copy of the applicable lease agreement and shall exercise reasonable commercial efforts to execute or cause to be executed, at the Agent’s option, unless otherwise waived by the Agent, a lessor’s acknowledgment and consent Collateral Access Agreement in form and substance reasonably acceptable to the Lenders so long Agent together with such other documentation as Collateral with an appraised value of greater than $100,000 is located on such leased propertymay be reasonably required by the Agent; in each case in form reasonably satisfactory to the Agent, in its reasonable discretion, together with such real estate documentation supporting documentation, including without limitation corporate authority items, certificates and environmental reports and audits opinions of counsel, as may be reasonably required by the LendersAgent. Upon the Agent’s request, providedLoan Parties shall take, further, if an Event of Default has occurred and is continuing, the applicable Borrower or Subsidiary shall execute or cause to be executed a mortgage taken, such additional steps as are necessary or lessor’s acknowledgement advisable under applicable law to perfect and consent, as applicable, irregardless ensure the validity and priority of the appraised value of the real property or Collateral, and deliver such mortgage or lessor’s acknowledgment to the Lenders together with such real estate documentation as may be required by the LendersLiens granted under this Section 7.13.

Future Subsidiaries; Additional Collateral. Each Borrower will, and will cause its Subsidiaries to, 9.9.1 with (a) With respect to each Person which becomes a Domestic Subsidiary of a any Borrower created (through organization, acquisition directly or otherwiseindirectly) subsequent to the Effective Date, within thirty (30) days of such creationwhether by Permitted Acquisition or otherwise, cause the holder of such Subsidiary’s equity interests to execute such documents and make such deliveries as may be necessary to ensure the Lenders’ first priority perfected security interest in such equity interests, and cause such new Domestic Subsidiary to execute and deliver to the Agent, for and on behalf of each of the Lenders (unless waived by Agent): (i) within thirty (30) days after the date such Person becomes a Domestic Subsidiary (or such longer time period as the Agent may determine), a Guaranty, or in the event that a Guaranty already exists, a joinder agreement to the Guaranty whereby such Domestic Subsidiary becomes obligated as a Guarantor under the Guaranty; and (ii) within thirty (30) days after the date such Person becomes a Domestic Subsidiary (or such longer time period as the Agent may determine), a joinder agreement to the Security Agreement whereby such Domestic Subsidiary grants a Lien over its assets (other than Equity Interests which should be governed by (b) of this Section 7.13) as set forth in the Security Agreement, and such Domestic Subsidiary shall take such additional actions as may be necessary to ensure a Guaranty encumbering the ownership interests valid first priority perfected Lien over such assets of such Domestic Subsidiary; and, subject only to the other Liens permitted pursuant to Section 8.2 of this Agreement; 9.9.2 with (iii) within the time period specified in and to the extent required under clause (c) of this Section 7.13, Collateral Access Agreements and/or other documents required to be delivered in connection therewith; (b) With respect to real property owned, leased the Equity Interests of each Person which becomes (whether by Permitted Acquisition or otherwise acquired by Borrower or any otherwise) (i) a Domestic Subsidiary after subsequent to the Effective Date, cause the Credit Party that holds such Equity Interests to execute and deliver such Pledge Agreements, and take such actions as may be necessary to ensure a valid first priority perfected Lien over one hundred percent (100%) of the Equity Interests of such Domestic Subsidiary held by a Credit Party, such Pledge Agreements to be executed and delivered (unless waived by Agent) within thirty (30) days after the date such Person becomes a Domestic Subsidiary (or such longer time period as Agent may determine); and (ii) a Foreign Subsidiary subsequent to the Effective Date, the Equity Interests of which is held directly by a Borrower or one of its Domestic Subsidiaries, cause the Credit Party that holds such Equity Interests to execute and deliver such Pledge Agreements and take such actions as may be necessary to ensure a valid first priority perfected Lien over sixty-five percent (65%) of the Equity Interests of such Subsidiary, such Pledge Agreements to be executed and delivered (unless waived by Agent) within thirty (30) days after the date such Person becomes a Foreign Subsidiary (or such longer time period as Agent may determine); and (i) With respect to the acquisition of a fee interest in real property by any Credit Party after the Effective Date (whether by Permitted Acquisition or otherwise), not later than sixty thirty (6030) days after the acquisition is consummated or the owner of such property is acquiredbecomes a Domestic Subsidiary (or such longer time period as Agent may determine), at the request of the Agent, such Credit Party shall execute or cause to be executed (i) in the case of real property ownedunless waived by Agent), a mortgage (or an amendment to an existing mortgage, where appropriate) covering such owned real property so long property, together with such additional real estate documentation, environmental reports, title policies and surveys as such real property has an appraised value of greater than $100,000 may be reasonably required by Agent; and (ii) with respect to the acquisition of any leasehold interest in real property by any Credit Party after the Effective Date (whether by Permitted Acquisition or otherwise), not later than thirty (30) days after the acquisition is consummated or the owner of the applicable leasehold interest becomes a Domestic Subsidiary (or such longer time period as Agent may determine), the applicable Credit Party shall deliver to the Agent a copy of the applicable lease agreement and shall execute or cause to be executed, at Agent’s option, unless otherwise waived by Agent in its reasonable discretion, (x) a leasehold mortgage in form and substance acceptable to Agent covering the applicable leasehold interest, and lessor subordination on terms no less favorable to Agent than as set forth in the case of Lessor’s Subordination Agreement, together with such additional real property leased, estate documentation as may be reasonably required by Agent or (y) a lessor’s acknowledgment and consent Collateral Access Agreement in form and substance reasonably acceptable to Agent together with such other documentation as may be reasonably required by Agent; in each case in form reasonably satisfactory to the Lenders so long as Collateral with an appraised value of greater than $100,000 is located on such leased propertyAgent, in its reasonable discretion, together with such real estate documentation supporting documentation, including without limitation corporate authority items, certificates and environmental reports and audits opinions of counsel, as may be reasonably required by the LendersAgent. Upon the Agent’s request, providedCredit Parties shall take, further, if an Event of Default has occurred and is continuing, the applicable Borrower or Subsidiary shall execute or cause to be executed a mortgage taken, such additional steps as are necessary or lessor’s acknowledgement :able under applicable law to perfect and consent, as applicable, irregardless ensure the validity and priority of the appraised value of the real property or Collateral, and deliver such mortgage or lessor’s acknowledgment to the Lenders together with such real estate documentation as may be required by the LendersLiens granted under this Section 7.13.

Future Subsidiaries; Additional Collateral. Each Borrower will, and will cause its Subsidiaries to, 9.9.1 with (a) With respect to each Person which becomes a Domestic Subsidiary of a Borrower created (through organization, acquisition directly or otherwiseindirectly) subsequent to the Effective Date, within thirty (30) days of such creationwhether by Permitted Acquisition or otherwise, cause the holder of such Subsidiary’s equity interests to execute such documents and make such deliveries as may be necessary to ensure the Lenders’ first priority perfected security interest in such equity interests, and cause such new Domestic Subsidiary to execute and deliver to the Agent, for and on behalf of each of the Lenders (unless waived by Agent): (i) within thirty (30) days after the date such Person becomes a Domestic Subsidiary (or such longer time period as the Agent may determine), a Subsidiary Guaranty, or in the event that a Subsidiary Guaranty already exists, a joinder agreement to the Subsidiary Guaranty whereby such Domestic Subsidiary becomes obligated as a Subsidiary Guarantor under the Subsidiary Guaranty; and (ii) within thirty (30) days after the date such Person becomes a Domestic Subsidiary (or such longer time period as the Agent may determine), a joinder agreement to the Security Agreement whereby such Domestic Subsidiary grants a Lien over its assets (other than Equity Interests which should be governed by (b) of this Section 7.13) as set forth in the Security Agreement, and such Domestic Subsidiary shall take such additional actions as may be necessary to ensure a Guaranty encumbering valid first priority perfected Lien over such assets of such Domestic Subsidiary, subject only to the ownership interests other Liens permitted pursuant to Section 8.2 of this Agreement; (iii) within the time period specified in and to the extent required under clause (c) of this Section 7.13, a Mortgage, Collateral Access Agreements and/or other documents required to be delivered in connection therewith; (b) At any time after (i) the Intcomex Notes have been paid in full, (ii) the Lien Subordination Agreement has been terminated for any reason or (iii) there are no restrictions under the Intcomex Documents and/or the Lien Subordination Agreement on the granting of a Lien on the Equity Interests of Borrower and the Subsidiaries, then, with respect to the Equity Interests of each Person which becomes (whether by Permitted Acquisition or otherwise) (A) a Domestic Subsidiary subsequent to the Effective Date, cause the Borrower or Subsidiary Guarantor that holds such Equity Interests to execute and deliver such Pledge Agreements, and take such actions as may be necessary to ensure a valid first priority perfected Lien over one hundred percent (100%) of the Equity Interests of such Domestic Subsidiary held by the Borrower or a Subsidiary Guarantor, such Pledge Agreements to be executed and delivered (unless waived by Agent) within thirty (30) days after the date such Person becomes a Domestic Subsidiary (or such longer time period as Agent may determine); and (B) a Foreign Subsidiary subsequent to the Effective Date, the Equity Interests of which is held directly by Borrower or one of its Domestic Subsidiaries, cause the Borrower or Subsidiary Guarantor that holds such Equity Interests to execute and deliver such Pledge Agreements and take such actions as may be necessary to ensure a valid first priority perfected Lien over sixty-five percent (65%) of the Equity Interests of such Subsidiary, such Pledge Agreements to be executed and delivered (unless waived by Agent) within thirty (30) days after the date such Person becomes a Foreign Subsidiary (or such longer time period as Agent may determine); and 9.9.2 with (i) With respect to the acquisition of a fee interest in real property owned, leased or otherwise acquired by the Borrower or any Subsidiary Guarantor after the Effective DateDate (whether by Permitted Acquisition or otherwise) which has an value of $2,000,000 or more, not later than sixty thirty (6030) days after the acquisition is consummated or the owner of such property is acquiredbecomes a Domestic Subsidiary (or such longer time period as Agent may determine), such Person execute or cause to be executed (i) in the case of real property ownedunless waived by Agent), a mortgage Mortgage (or an amendment to an existing mortgage, where appropriate) covering such owned real property so long property, together with such additional real estate documentation, environmental reports, title policies and surveys as such real property has an appraised value of greater than $100,000 may be reasonably required by Agent; and (ii) with respect to the acquisition of any leasehold interest in the case of real property leasedby such Person after the Effective Date (whether by Permitted Acquisition or otherwise), not later than thirty (30) days after the acquisition is consummated or the owner of the applicable leasehold interest becomes a Domestic Subsidiary (or such longer time period as Agent may determine), the applicable Person shall deliver to the Agent a copy of the applicable lease agreement and shall execute or cause to be executed, unless otherwise waived by Agent, a lessor’s acknowledgment and consent Collateral Access Agreement in form and substance reasonably acceptable to Agent together with such other documentation as may be reasonably required by Agent; in each case in form reasonably satisfactory to the Lenders so long as Collateral with an appraised value of greater than $100,000 is located on such leased propertyAgent, in its reasonable discretion, together with such real estate documentation supporting documentation, including without limitation corporate authority items, certificates and environmental reports and audits opinions of counsel, as may be reasonably required by the Lenders, provided, further, if an Event of Default has occurred and is continuingAgent. Upon the Agent’s request, the applicable Borrower or and the Subsidiary Guarantors shall execute take, or cause to be executed a mortgage taken, such additional steps as are necessary or lessor’s acknowledgement advisable under applicable law to perfect and consent, as applicable, irregardless ensure the validity and priority of the appraised value of the real property or Collateral, and deliver such mortgage or lessor’s acknowledgment to the Lenders together with such real estate documentation as may be required by the LendersLiens granted under this Section 7.13.

Future Subsidiaries; Additional Collateral. Each Borrower will, and will cause its Subsidiaries to, 9.9.1 with (i) With respect to each Person which becomes a Significant Domestic Subsidiary of a Borrower created Company (through organization, acquisition directly or otherwiseindirectly) subsequent to the Effective Date, within thirty sixty (3060) days of the date such creationPerson is created, cause the holder of such Subsidiary’s equity interests to execute such documents and make such deliveries as may be necessary to ensure the Lenders’ acquired or otherwise becomes a Significant Domestic Subsidiary (whichever first priority perfected security interest in such equity interestsoccurs), and cause such new Subsidiary to execute and deliver to the Lenders Agent (x) a joinder agreement Joinder Agreement (attached to the Guaranty as Exhibit A) whereby such Subsidiary becomes obligated as a Guarantor under the Guaranty and (y) a Joinder Agreement to the Security Agreement (attached to the Security Agreement as Exhibit B); and (ii) with respect to each Subsidiary of the Company (direct or indirect) which acquires another Person or the assets of another Person in connection with a Guaranty encumbering Permitted Acquisition hereunder, within sixty (60) days of the ownership interests consummation date of such Subsidiary; andPermitted Acquisition, cause such Subsidiary to execute and deliver to the Agent (x) a Joinder Agreement (attached to the Guaranty as Exhibit A) whereby such Subsidiary becomes obligated as a Guarantor under the Guaranty and (y) a Joinder Agreement to the Security Agreement (attached to the Security Agreement as Exhibit B); 9.9.2 with (b) With respect to real property owned, leased or otherwise acquired located in the United States that is subject to a lease entered into by Borrower the Company or any Domestic Subsidiary after the Effective Date, not later than sixty (60) days after the execution of the applicable lease for such property is acquiredproperty, the Company shall execute or cause to be executed (i) in the case of real property owned, a mortgage covering such owned real property so long as such real property has an appraised value of greater than $100,000 and (ii) in the case of real property leased, a lessor’s 's acknowledgment and consent in form and substance reasonably acceptable to the Lenders so long as Collateral with an appraised value of greater than $100,000 is located on such leased propertyAgent and the Majority Banks (unless waived by Agent and Majority Banks); in each case in form reasonably satisfactory to the Agent and the Majority Banks, in their reasonable discretion, together with such real estate documentation supporting documentation, including without limitation corporate authority items, certificates and environmental reports and audits opinions of counsel, as may be reasonably required by the LendersAgent and the Majority Banks and the Company shall take, provided, further, if an Event of Default has occurred and is continuing, the applicable Borrower or Subsidiary shall execute or cause to be executed a mortgage taken, such steps as are necessary or lessor’s acknowledgement and consent, as applicable, irregardless of advisable under applicable law to perfect the appraised value of the real property or Collateral, and deliver such mortgage or lessor’s acknowledgment to the Lenders together with such real estate documentation as may be required by the Lendersliens granted under this Section 6.16.

Future Subsidiaries; Additional Collateral. Each Borrower will, and will cause its Subsidiaries to, 9.9.1 with (a) With respect to each Person which becomes a Domestic Subsidiary of a any Borrower created (through organization, acquisition directly or otherwiseindirectly) subsequent to the Effective Date, within thirty (30) days of such creationwhether by Permitted Acquisition or otherwise, cause the holder of such Subsidiary’s equity interests to execute such documents and make such deliveries as may be necessary to ensure the Lenders’ first priority perfected security interest in such equity interests, and cause such new Domestic Subsidiary to execute and deliver to the Agent, for and on behalf of each of the Lenders (unless waived by Agent): (i) within thirty (30) days after the date such Person becomes a Domestic Subsidiary (or such longer time period as the Agent may determine), a Guaranty, or in the event that a Guaranty already exists, a joinder agreement to the Guaranty whereby such Domestic Subsidiary becomes obligated as a Guarantor under the Guaranty; and (ii) within thirty (30) days after the date such Person becomes a Domestic Subsidiary (or such longer time period as the Agent may determine), a joinder agreement to the Security Agreement whereby such Domestic Subsidiary grants a Lien over its assets (other than Equity Interests which should be governed by (b) of this Section 7.13) as set forth in the Security Agreement, and such Domestic Subsidiary shall take such additional actions as may be necessary to ensure a Guaranty encumbering valid first priority perfected Lien over such assets of such Domestic Subsidiary, subject only to the ownership interests other Liens permitted pursuant to Section 8.2 of this Agreement; (iii) within the time period specified in and to the extent required under clause (c) of this Section 7.13, a mortgage, collateral access agreements and/or other documents required to be delivered in connection therewith; (b) With respect to the Equity Interests of each Person which becomes (whether by Permitted Acquisition or otherwise) (i) a Domestic Subsidiary subsequent to the Effective Date, cause the Credit Party that holds such Equity Interests to execute and deliver such Pledge Agreements, and take such actions as may be necessary to ensure a valid first priority perfected Lien over one hundred percent (100%) of the Equity Interests of such Domestic Subsidiary held by a Credit Party, such Pledge Agreements to be executed and delivered (unless waived by Agent) within thirty (30) days after the date such Person becomes a Domestic Subsidiary (or such longer time period as Agent may determine); and (ii) a Foreign Subsidiary subsequent to the Effective Date, the Equity Interests of which is held directly by a Borrower or one of its Domestic Subsidiaries, cause the Credit Party that holds such Equity Interests to execute and deliver such Pledge Agreements and take such actions as may be necessary to ensure a valid first priority perfected Lien over sixty-five percent (65%) of the Equity Interests of such Subsidiary, such Pledge Agreements to be executed and delivered (unless waived by Agent) within thirty (30) days after the date such Person becomes a Foreign Subsidiary (or such longer time period as Agent may determine); and 9.9.2 (i) With respect to the acquisition of a fee interest in real property by any Credit Party after the Effective Date (whether by Permitted Acquisition or otherwise), not later than thirty (30) days after the acquisition is consummated or the owner of such property becomes a Domestic Subsidiary (or such longer time period as Agent may determine), such Credit Party shall execute or cause to be executed (unless waived by Agent), a mortgage (or an amendment to an existing mortgage, where appropriate) covering such real property, together with such additional real estate documentation, environmental reports, title policies and surveys as may be reasonably required by Agent; and (ii) with respect to any leasehold interest in real property owned, leased by any Credit Party whether existing on or otherwise acquired by Borrower or any Subsidiary after the Effective DateDate (whether by Permitted Acquisition or otherwise) at which Collateral having a value of $500,000 or more is located, not later than sixty (60) days after the Effective Date for property under lease at that time or thirty (30) days after the acquisition is consummated or the owner of the applicable leasehold interest becomes a Domestic Subsidiary (or such property is acquiredlonger time period as Agent may determine), the applicable Credit Party shall deliver to the Agent a copy of the applicable lease agreement and shall use commercially reasonable efforts to execute or cause to be executed (i) in the case of real property ownedexecuted, at Agent’s option, unless otherwise waived by Agent, a mortgage covering such owned real property so long as such real property has an appraised value of greater than $100,000 and (ii) Collateral Access Agreement; in the each case of real property leased, a lessor’s acknowledgment and consent in form and substance reasonably acceptable satisfactory to the Lenders so long as Collateral with an appraised value of greater than $100,000 is located on such leased propertyAgent, in its reasonable discretion, together with such real estate documentation supporting documentation, including without limitation corporate authority items, certificates and environmental reports and audits opinions of counsel, as may be reasonably required by the LendersAgent. Upon the Agent’s request, providedCredit Parties shall take, further, if an Event of Default has occurred and is continuing, the applicable Borrower or Subsidiary shall execute or cause to be executed a mortgage taken, such additional steps as are necessary or lessor’s acknowledgement advisable under applicable law to perfect and consent, as applicable, irregardless ensure the validity and priority of the appraised value of the real property or Collateral, and deliver such mortgage or lessor’s acknowledgment to the Lenders together with such real estate documentation as may be required by the LendersLiens granted under this Section 7.13.

Future Subsidiaries; Additional Collateral. Each Borrower will, and will cause its Subsidiaries to, 9.9.1 with (a) With respect to each Person which becomes a Domestic Subsidiary of a Borrower created (through organization, acquisition directly or otherwiseindirectly) subsequent to the Effective Date, within thirty (30) days of such creationwhether by Permitted Acquisition or otherwise, cause the holder of such Subsidiary’s equity interests to execute such documents and make such deliveries as may be necessary to ensure the Lenders’ first priority perfected security interest in such equity interests, and cause such new Domestic Subsidiary to execute and deliver to the Lenders Bank (unless waived by the Bank): (i) within thirty (30) days after the date such Person becomes a Domestic Subsidiary (or such longer time period as the Bank may determine), a Guaranty, or in the event that a Guaranty already exists, a joinder agreement to the Guaranty whereby such Domestic Subsidiary becomes obligated as a Guarantor under the Guaranty; and (ii) within thirty (30) days after the date such Person becomes a Domestic Subsidiary (or such longer time period as the Bank may determine), a joinder agreement to the Security Agreement whereby such Domestic Subsidiary grants a Lien over its assets (other than Equity Interests which should be governed by (b) of this Section 6.13) as set forth in the Security Agreement, and such Domestic Subsidiary shall take such additional actions as may be necessary to ensure a Guaranty encumbering valid first priority perfected Lien over such assets of such Domestic Subsidiary, subject only to the ownership interests other Liens permitted pursuant to Section 7.2 of this Agreement; (iii) within the time period specified in and to the extent required under clause (c) of this Section 6.13, Collateral Access Agreements and/or other documents required to be delivered in connection therewith; (b) With respect to the Equity Interests of each Person which becomes (i) a Domestic Subsidiary subsequent to the Effective Date, whether by Permitted Acquisition or otherwise, cause the Credit Party that holds such Equity Interests to execute and deliver such Pledge Agreements, and take such actions as may be necessary to ensure a valid first priority perfected Lien over one hundred percent (100%) of the Equity Interests of such Domestic Subsidiary held by a Credit Party, such Pledge Agreements to be executed and delivered (unless waived by the Bank) within thirty (30) days after the date such Person becomes a Domestic Subsidiary (or such longer time period as the Bank may determine); and (ii) a Foreign Subsidiary subsequent to the Effective Date, the Equity Interests of which is held directly by Borrower or one of its Domestic Subsidiaries, cause the Credit Party that holds such Equity Interests to execute and deliver such Pledge Agreements and take such actions as may be necessary to ensure a valid first priority perfected Lien over sixty-five percent (65%) of the Equity Interests of such Subsidiary, such Pledge Agreements to be executed and delivered (unless waived by the Bank) within thirty (30) days after the date such Person becomes a Foreign Subsidiary (or such longer time period as the Bank may determine); and 9.9.2 with (c) With respect to the acquisition of any leasehold interest in real property owned, leased or otherwise acquired by Borrower or any Subsidiary Credit Party after the Effective Date, not later than sixty thirty (6030) days after the acquisition is consummated or the owner of the applicable leasehold interest becomes a Domestic Subsidiary (or such property is acquiredlonger time period as the Bank may determine), the applicable Credit Party shall deliver to the Bank a copy of the applicable lease agreement and shall execute or cause to be executed (i) in executed, at the case of real property ownedBank’s option, unless otherwise waived by the Bank, a mortgage covering such owned real property so long as such real property has an appraised value of greater than $100,000 and (ii) in the case of real property leased, a lessor’s acknowledgment and consent Collateral Access Agreement in form and substance reasonably acceptable to the Lenders Bank together with such other documentation as may be reasonably required by the Bank; provided, however, that a Collateral Access Agreement for such location shall not be required so long as Collateral with an appraised no books or records of the Credit Parties are kept at such location and the value of greater Collateral located at such location is less than $100,000 is located on such leased property250,000; in each case in form reasonably satisfactory to the Bank, in its reasonable discretion, together with such real estate documentation supporting documentation, including without limitation corporate authority items, certificates and environmental reports and audits opinions of counsel, as may be reasonably required by the LendersBank. Upon the Bank’s request, providedCredit Parties shall take, further, if an Event of Default has occurred and is continuing, the applicable Borrower or Subsidiary shall execute or cause to be executed a mortgage taken, such additional steps as are necessary or lessor’s acknowledgement advisable under applicable law to perfect and consent, as applicable, irregardless ensure the validity and priority of the appraised value of the real property or Collateral, and deliver such mortgage or lessor’s acknowledgment to the Lenders together with such real estate documentation as may be required by the LendersLiens granted under this Section 6.13.