Common use of Guarantee and Collateral Agreement Clause in Contracts

Guarantee and Collateral Agreement. By executing and delivering this Supplemental Agreement, the Additional Pledgor, as provided in Subsection 9.15 of the Guarantee and Collateral Agreement, hereby becomes a Pledgor under the Guarantee and Collateral Agreement with respect to the shares of Capital Stock of the Subsidiary of the Additional Pledgor listed in Annex 1 hereto and will be bound by all terms, conditions and duties applicable to a Pledgor under the Guarantee and Collateral Agreement, as a Pledgor thereunder. The information set forth in Annex 1 hereto is hereby added to the information set forth in Schedule 2 to the Guarantee and Collateral Agreement, and such Schedule 2 is hereby amended and modified to include such information. The Additional Pledgor hereby represents and warrants that each of the representations and warranties of such Additional Pledgor, in its capacity as a Pledgor, contained in Subsection 4.3 of the Guarantee and Collateral Agreement is true and correct in all material respects on and as the date hereof (after giving effect to this Supplemental Agreement) as if made on and as of such date. The Additional Pledgor hereby undertakes each of the covenants, in its capacity as a Pledgor, contained in Subsection 5.3 of the Guarantee and Collateral Agreement. The Additional Pledgor hereby grants, as and to the same extent as provided in the Guarantee and Collateral Agreement, to the Collateral Agent, for the benefit of the Secured Parties, a continuing security interest in all of the Pledged Collateral of such Additional Pledgor now owned or at any time hereafter acquired by such Pledgor, and any Proceeds thereof, except as provided in Subsection 3.3 of the Guarantee and Collateral Agreement. The Additional Pledgor represents and warrants to the Collateral Agent and the other Secured Parties that this Supplemental Agreement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms.

Guarantee and Collateral Agreement. By executing and delivering this Supplemental Assumption Agreement, the Additional PledgorGrantor, as provided in Subsection 9.15 Section 8.14 of the Guarantee and Collateral Agreement, (a) hereby becomes a Pledgor under party to the Guarantee and Collateral Agreement as both a “Grantor” and a “Guarantor” thereunder with respect the same force and effect as if originally named therein as a Grantor and a Guarantor and, without limiting the generality of the foregoing, hereby expressly assumes all obligations and liabilities of a Grantor and a Guarantor thereunder, and (b) hereby grants to the shares of Capital Stock Administrative Agent, for the benefit of the Subsidiary Secured Parties, as security for the Secured Obligations, a security interest in all of the Additional Pledgor listed Grantor’s right, title and interest in Annex 1 hereto any and will to all Collateral of the Additional Grantor, in each case whether now owned or hereafter acquired or in which the Additional Grantor now has or hereafter acquires an interest and wherever the same may be bound by located, but subject in all respects to the terms, conditions and duties applicable to a Pledgor under exclusions set forth in the Guarantee and Collateral Agreement, as a Pledgor thereunder. The information set forth in Annex Schedule 1 hereto is hereby added to the information set forth in Schedule 2 the Schedules to the Guarantee and Collateral Agreement, and such Schedule 2 is hereby amended and modified to include such information. The Additional Pledgor Grantor hereby represents and warrants that each of the representations and warranties of such Additional Pledgor, in its capacity as a Pledgor, contained in Subsection 4.3 Section 4 of the Guarantee and Collateral Agreement (x) that is qualified by materiality is true and correct, and (y) that is not qualified by materiality, is true and correct in all material respects respects, in each case, on and as the date hereof (after giving effect to this Supplemental Assumption Agreement) as if made on and as of such date (except to the extent any such representation and warranty expressly relates to an earlier date. The Additional Pledgor hereby undertakes each of the covenants, in its capacity as a Pledgor, contained in Subsection 5.3 of the Guarantee which case such representation and Collateral Agreement. The Additional Pledgor hereby grants, as warranty was true and to the same extent as provided in the Guarantee and Collateral Agreement, to the Collateral Agent, for the benefit of the Secured Parties, a continuing security interest correct in all of the Pledged Collateral material respects as of such Additional Pledgor now owned or at any time hereafter acquired by such Pledgor, and any Proceeds thereof, except as provided in Subsection 3.3 of the Guarantee and Collateral Agreement. The Additional Pledgor represents and warrants to the Collateral Agent and the other Secured Parties that this Supplemental Agreement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its termsearlier date).

Guarantee and Collateral Agreement. By executing and delivering this Supplemental Agreement, the Additional Pledgor, as provided in Subsection subsection 9.15 of the Guarantee and Collateral Agreement, hereby becomes a Pledgor under the Guarantee and Collateral Agreement with respect to the shares of Capital Stock of the Subsidiary of the Additional Pledgor listed in Annex 1 hereto and will be bound by all terms, conditions and duties applicable to a Pledgor under the Guarantee and Collateral Agreement, as a Pledgor thereunder. The information set forth in Annex 1 hereto is hereby added to the information set forth in Schedule 2 to the Guarantee and Collateral Agreement, and such Schedule 2 is hereby amended and modified to include such information. The Additional Pledgor hereby represents and warrants that each of the representations and warranties of such Additional Pledgor, in its capacity as a Pledgor, contained in Subsection subsection 4.3 of the Guarantee and Collateral Agreement is true and correct in all material respects on and as the date hereof (after giving effect to this Supplemental Agreement) as if made on and as of such date. The Additional Pledgor hereby undertakes each of the covenants, in its capacity as a Pledgor, contained in Subsection subsection 5.3 of the Guarantee and Collateral Agreement. The Additional Pledgor hereby grants, as and to the same extent as provided in the Guarantee and Collateral Agreement, to the Collateral Agent, for the benefit of the Secured Parties, a continuing security interest in all of the Pledged Collateral of such Additional Pledgor now owned or at any time hereafter acquired by such Pledgor, and any Proceeds thereof, except as provided in Subsection subsection 3.3 of the Guarantee and Collateral Agreement. The Additional Pledgor represents and warrants to the Collateral Agent and the other Secured Parties that this Supplemental Agreement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms.

Guarantee and Collateral Agreement. By executing and delivering this Supplemental Assumption Agreement, the [the][each] Additional PledgorGranting Party, as provided in Subsection 9.15 of the Guarantee and Collateral Agreement, hereby becomes a Pledgor under party to the Guarantee and Collateral Agreement as a Granting Party thereunder with respect to the shares of Capital Stock same force and effect as if originally named therein as a [Guarantor] [, Grantor and Pledgor] [and Grantor] [and Pledgor]2 and, without limiting the generality of the Subsidiary foregoing, hereby expressly assumes all obligations and liabilities of the Additional Pledgor listed in Annex 1 hereto a [Guarantor] [, Grantor and will be bound by all terms, conditions Pledgor] [and duties applicable to a Pledgor under the Guarantee Grantor] [and Collateral Agreement, as a Pledgor Pledgor]3 thereunder. The information set forth in Annex 1 1-A hereto is hereby added to the information set forth in Schedule 2 Schedules [ ] to the Guarantee and Collateral Agreement, and such Schedule 2 is Schedules are hereby amended and modified to include such information. The [The][Each] Additional Pledgor Granting Party hereby represents and warrants that each of the representations and warranties of such Additional PledgorGranting Party, in its capacity capacities as a Guarantor [, Grantor and Pledgor, ] [and Grantor] [and Pledgor],4 contained in Subsection 4.3 Section 4 of the Guarantee and Collateral Agreement is true and correct in all material respects on and as the date hereof (after giving effect to this Supplemental Assumption Agreement) as if made on and as of such date. The Each Additional Pledgor hereby undertakes each of the covenants, in its capacity as a Pledgor, contained in Subsection 5.3 of the Guarantee and Collateral Agreement. The Additional Pledgor Granting Party hereby grants, as and to the same extent as provided in the Guarantee and Collateral Agreement, to the Collateral Agent, for the benefit of the Secured Parties, a continuing security interest in all the [Collateral (as such term is defined in Subsection 3.1 of the Guarantee and Collateral Agreement) of such Additional Granting Party] [and] [the Pledged Collateral (as such term is defined in the Guarantee and Collateral Agreement) of such Additional Pledgor now owned or at any time hereafter acquired by such Pledgor, and any Proceeds thereofGranting Party, except as provided in Subsection 3.3 of the Guarantee and Collateral Agreement. The Additional Pledgor represents and warrants to the Collateral Agent and the other Secured Parties that this Supplemental Agreement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms].

Guarantee and Collateral Agreement. By executing and delivering this Supplemental Assumption Agreement, the Additional PledgorGuarantor, as provided in Subsection 9.15 Section 8.11 of the Guarantee and Collateral Agreement, hereby becomes a Pledgor under party to the Guarantee and Collateral Agreement as a Guarantor thereunder with respect the same force and effect as if originally named therein as a Guarantor and, without limiting the generality of the foregoing, hereby expressly assumes all obligations and liabilities of a Guarantor thereunder. In furtherance of the foregoing, the Additional Guarantor, as security for the payment and performance in full of the Issuer Obligations, does (x) hereby create and grant to the shares of Capital Stock Trustee for the benefit of the Subsidiary Secured Parties a security interest in all of the Additional Pledgor listed Guarantor’s right, title and interest in Annex 1 hereto and will be bound by all terms, conditions and duties applicable to a Pledgor under the Collateral of the Additional Guarantor in accordance with the terms of the Guarantee and Collateral AgreementAgreement and subject to the exceptions set forth therein and (y) jointly and severally with the other Guarantors, as unconditionally and irrevocably hereby guarantee the prompt and complete payment and performance by the Issuer when due (whether at the stated maturity, by acceleration or otherwise, but after giving effect to all applicable grace periods) of the Issuer Obligations. Each reference to a Pledgor thereunder“Guarantor” in the Guarantee and Collateral Agreement shall be deemed to include the Additional Guarantor. The Guarantee and Collateral Agreement is hereby incorporated herein by reference. The information set forth in Annex 1 1-A hereto (A) is true and correct as of the date hereof in all material respects and (B) is hereby added to the information set forth in Schedule 2 4.5 to the Guarantee and Collateral Agreement, Agreement and such Schedule 2 is hereby amended and modified to include such informationshall be deemed so amended. The Additional Pledgor Guarantor hereby represents and warrants that each of the representations and warranties of such Additional Pledgor, in its capacity as a Pledgor, contained in Subsection 4.3 Section 4 of the Guarantee and Collateral Agreement applicable to it is true and correct in all material respects on and as the date hereof (after giving effect to this Supplemental Assumption Agreement) as if made on and as of such date. [The Additional Pledgor hereby undertakes each of the covenants, in its capacity Guarantor is designated as [a Pledgor, contained in Subsection 5.3 of the Guarantee and Collateral Agreement. The Additional Pledgor hereby grants, as and to the same extent as provided in the Guarantee and Collateral Agreement, to the Collateral Agent, for the benefit of the Secured Parties, Franchise Entity] [an IP Guarantor] [a continuing security interest in all of the Pledged Collateral of such Additional Pledgor now owned or at any time hereafter acquired by such Pledgor, and any Proceeds thereof, except as provided in Subsection 3.3 of the Guarantee and Collateral Agreement. The Additional Pledgor represents and warrants to the Collateral Agent and the other Secured Parties that this Supplemental Agreement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its termsCompany Restaurant Guarantor].]

Guarantee and Collateral Agreement. By executing and delivering this Supplemental Assumption Agreement, the [the] [each] Additional PledgorGranting Party, as provided in Subsection 9.15 of the Guarantee and Collateral Agreement, hereby becomes a Pledgor under party to the Guarantee and Collateral Agreement as a Granting Party thereunder with respect to the shares of Capital Stock same force and effect as if originally named therein as a [Guarantor] [, Grantor and Pledgor] [and Grantor] [and Pledgor]1 and, without limiting the generality of the Subsidiary foregoing, hereby expressly assumes all obligations and liabilities of the Additional Pledgor listed in Annex 1 hereto a [Guarantor] [, Grantor and will be bound by all terms, conditions Pledgor] [and duties applicable to a Pledgor under the Guarantee Grantor] [and Collateral Agreement, as a Pledgor Pledgor]2 thereunder. The information set forth in Annex 1 1-A hereto is hereby added to the information set forth in Schedule 2 Schedules [____________] to the Guarantee and Collateral Agreement, and such Schedule 2 is Schedules are hereby amended and modified to include such information. The [The][Each] Additional Pledgor Granting Party hereby represents and warrants that each of the representations and warranties of such Additional PledgorGranting Party, in its capacity capacities as a Guarantor [, Grantor and Pledgor, ] [and Grantor] [and Pledgor],3 contained in Subsection 4.3 Section 4 of the Guarantee and Collateral Agreement is true and correct in all material respects on and as the date hereof (after giving effect to this Supplemental Assumption Agreement) as if made on and as of such date. The Each Additional Pledgor hereby undertakes each of the covenants, in its capacity as a Pledgor, contained in Subsection 5.3 of the Guarantee and Collateral Agreement. The Additional Pledgor Granting Party hereby grants, as and to the same extent as provided in the Guarantee and Collateral Agreement, to the Collateral Agent, for the benefit of the Secured Parties, a continuing security interest in all the [Collateral (as such term is defined in Subsection 3.1 of the Guarantee and Collateral Agreement) of such Additional Granting Party] [and] [the Pledged Collateral (as such term is defined in the Guarantee and Collateral Agreement) of such Additional Pledgor now owned or at any time hereafter acquired by such Pledgor, and any Proceeds thereofGranting Party, except as provided in Subsection 3.3 of the Guarantee and Collateral Agreement. The Additional Pledgor represents and warrants to the Collateral Agent and the other Secured Parties that this Supplemental Agreement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms].

Guarantee and Collateral Agreement. By executing and delivering this Supplemental Agreement, the Additional Pledgor, as provided in Subsection 9.15 of the Guarantee and Collateral Agreement, hereby becomes a Pledgor under the Guarantee and Collateral Agreement with respect to the shares of Capital Stock of the Subsidiary of the Additional Pledgor listed in Annex 1 hereto and will be bound by all terms, conditions and duties applicable to a Pledgor under the Guarantee and Collateral Agreement, as a Pledgor thereunder. The information set forth in Annex 1 hereto is hereby added to the information set forth in Schedule 2 to the Guarantee and Collateral Agreement, and such Schedule 2 is hereby amended and modified to include such information. The Additional Pledgor hereby represents and warrants that each of the representations and warranties of such Additional Pledgor, in its capacity as a Pledgor, contained in Subsection 4.3 of the Guarantee and Collateral Agreement is true and correct in all material respects on and as the date hereof (after giving effect to this Supplemental Agreement) as if made on and as of such date. The Additional Pledgor hereby undertakes each of the covenants, in its capacity as a Pledgor, contained in Subsection 5.3 of the Guarantee and Collateral Agreement. The Additional Pledgor hereby grants, as and to the same extent as provided in the Guarantee and Collateral Agreement, to the Collateral Agent, for the benefit of the Secured Parties, a continuing security interest in all of the Pledged Collateral of such Additional Pledgor now owned or at any time hereafter acquired by such Pledgor, and any Proceeds thereof, except as provided in Subsection 3.3 of the Guarantee and Collateral Agreement. The Additional Pledgor represents and warrants to the Collateral Agent and the other Secured Parties that this Supplemental Agreement has been duly authorized, executed and delivered by it and constitutes its legal, valid valid, and binding obligation, enforceable against it in accordance with its terms.

Guarantee and Collateral Agreement. By executing and delivering this Supplemental Assumption Agreement, the Additional PledgorGrantor, as provided in Subsection 9.15 Section 8.14 of the Guarantee and Collateral Agreement, (a) hereby becomes a Pledgor under party to the Guarantee and Collateral Agreement as both a “Grantor” and a “Guarantor” thereunder with respect the same force and effect as if originally named therein as a Grantor and a Guarantor and, without limiting the generality of the foregoing, hereby expressly assumes all obligations and liabilities of a Grantor and a Guarantor thereunder, and (b) hereby grants to the shares of Capital Stock Administrative Agent, for the benefit of the Subsidiary Secured Parties, as security for the Secured Obligations, a security interest in all of the Additional Pledgor listed Grantor’s right, title and interest in Annex 1 hereto any and will to all Collateral of the Additional Grantor, in each case whether now owned or hereafter acquired or in which the Additional Grantor now has or hereafter acquires an interest and wherever the same may be bound by located, but subject in all respects to the terms, conditions and duties applicable to a Pledgor under exclusions set forth in the Guarantee and Collateral Agreement, as a Pledgor thereunder. The information set forth in Annex Schedule 1 hereto is hereby added to the information set forth in Schedule 2 the Schedules to the Collateral Disclosure Letter (as defined in the Guarantee and Collateral Agreement, and such Schedule 2 is hereby amended and modified to include such information). The Additional Pledgor Grantor hereby represents and warrants that each of the representations and warranties of such Additional Pledgor, in its capacity as a Pledgor, contained in Subsection 4.3 Section 4 of the Guarantee and Collateral Agreement (x) that is qualified by materiality is true and correct, and (y) that is not qualified by materiality, is true and correct in all material respects respects, in each case, on and as the date hereof (after giving effect to this Supplemental Assumption Agreement) as if made on and as of such date (except to the extent any such representation and warranty expressly relates to an earlier date. The Additional Pledgor hereby undertakes each of the covenants, in its capacity as a Pledgor, contained in Subsection 5.3 of the Guarantee which case such representation and Collateral Agreement. The Additional Pledgor hereby grants, as warranty was true and to the same extent as provided in the Guarantee and Collateral Agreement, to the Collateral Agent, for the benefit of the Secured Parties, a continuing security interest correct in all of the Pledged Collateral material respects as of such Additional Pledgor now owned or at any time hereafter acquired by such Pledgor, and any Proceeds thereof, except as provided in Subsection 3.3 of the Guarantee and Collateral Agreement. The Additional Pledgor represents and warrants to the Collateral Agent and the other Secured Parties that this Supplemental Agreement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its termsearlier date).

Guarantee and Collateral Agreement. By executing and delivering this Supplemental Assumption Agreement, the Additional PledgorGranting Party, as provided in Subsection subsection 9.15 of the Guarantee and Collateral Agreement, hereby becomes a Pledgor under party to the Guarantee and Collateral Agreement as a Granting Party thereunder with respect to the shares of Capital Stock same force and effect as if originally named therein as a [Guarantor] [, Grantor and Pledgor] [and Grantor] [and Pledgor]7 and, without limiting the generality of the Subsidiary foregoing, hereby expressly assumes all obligations and liabilities of the Additional Pledgor listed in Annex 1 hereto a [Guarantor] [, Grantor and will be bound by all terms, conditions Pledgor] [and duties applicable to a Pledgor under the Guarantee Grantor] [and Collateral Agreement, as a Pledgor Pledgor]8 thereunder. The information set forth in Annex 1 1-A hereto is hereby added to the information set forth in Schedule 2 Schedules to the Guarantee and Collateral Agreement, and such Schedule 2 is Schedules are hereby amended and modified to include such information. The Additional Pledgor Granting Party hereby represents and warrants that each of the representations and warranties of such Additional PledgorGranting Party, in its capacity capacities as a Guarantor [, Grantor and Pledgor, ] [and Grantor] [and Pledgor],9 contained in Subsection 4.3 Section 4 of the Guarantee and Collateral Agreement is true and correct in all material respects on and as the date hereof (after giving effect to this Supplemental Assumption Agreement) as if made on and as of such date. The Each Additional Pledgor hereby undertakes each of the covenants, in its capacity as a Pledgor, contained in Subsection 5.3 of the Guarantee and Collateral Agreement. The Additional Pledgor Granting Party hereby grants, as and to the same extent as provided in the Guarantee and Collateral Agreement, to the Collateral Agent, for the benefit of the Secured Parties, a continuing security interest in all the [Collateral (as such term is defined in Subsection 3.1 of the Guarantee and Collateral Agreement) of such Additional Granting Party] [and] [the Pledged Collateral (as such term is defined in the Guarantee and Collateral Agreement) of such Additional Pledgor now owned or at any time hereafter acquired by such Pledgor, and any Proceeds thereofGranting Party, except as provided in Subsection 3.3 of the Guarantee and Collateral Agreement. The Additional Pledgor represents and warrants to the Collateral Agent and the other Secured Parties that this Supplemental Agreement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms].

Guarantee and Collateral Agreement. By executing and delivering this Supplemental Assumption Agreement, the Additional PledgorGrantor, as provided in Subsection 9.15 Section 8.14 of the Guarantee and Collateral Agreement, (a) hereby becomes a Pledgor under party to the Guarantee and Collateral Agreement as both a “Grantor” and a “Guarantor” thereunder with respect the same force and effect as if originally named therein as a Grantor and a Guarantor and, without limiting the generality of the foregoing, hereby expressly assumes all obligations and liabilities of a Grantor and a Guarantor thereunder, (b) hereby grants to the shares of Capital Stock Administrative Agent, for the benefit of the Subsidiary Secured Parties, as security for the Secured Obligations, a security interest in all of the Additional Pledgor listed Grantor’s right, title and interest in Annex 1 hereto any and will to all Collateral of the Additional Grantor, in each case whether now owned or hereafter acquired or in which the Additional Grantor now has or hereafter acquires an interest and wherever the same may be bound by located, but subject in all respects to the terms, conditions and duties applicable to a Pledgor under exclusions set forth in the Guarantee and Collateral Agreement, as a Pledgor thereunderand (c) jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent, for the benefit of the Secured Parties and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Borrowers and the other Loan Parties when due (whether at the stated maturity, by acceleration or otherwise) of the Secured Obligations. The information set forth in Annex Schedule 1 hereto is hereby added to the information set forth in Schedule 2 the Schedules to the Guarantee and Collateral Agreement, and such Schedule 2 is hereby amended and modified to include such information. The Additional Pledgor Grantor hereby represents and warrants that each of the representations and warranties of such Additional Pledgor, in its capacity as a Pledgor, contained in Subsection 4.3 Section 4 of the Guarantee and Collateral Agreement (x) that is qualified by materiality is true and correct, and (y) that is not qualified by materiality, is true and correct in all material respects respects, in each case, on and as the date hereof (after giving effect to this Supplemental Assumption Agreement) as if made on and as of such date (except to the extent any such representation and warranty expressly relates to an earlier date. The Additional Pledgor hereby undertakes each of the covenants, in its capacity as a Pledgor, contained in Subsection 5.3 of the Guarantee which case such representation and Collateral Agreement. The Additional Pledgor hereby grants, as warranty was true and to the same extent as provided in the Guarantee and Collateral Agreement, to the Collateral Agent, for the benefit of the Secured Parties, a continuing security interest correct in all of the Pledged Collateral material respects as of such Additional Pledgor now owned or at any time hereafter acquired by such Pledgor, and any Proceeds thereof, except as provided in Subsection 3.3 of the Guarantee and Collateral Agreement. The Additional Pledgor represents and warrants to the Collateral Agent and the other Secured Parties that this Supplemental Agreement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its termsearlier date).

Guarantee and Collateral Agreement. By executing and delivering this Supplemental Assumption Agreement, the Additional PledgorGranting Party, as provided in Subsection 9.15 of the Guarantee and Collateral Agreement, hereby becomes a Pledgor under party to the Guarantee and Collateral Agreement as a Granting Party thereunder with respect to the shares of Capital Stock same force and effect as if originally named therein as a [Guarantor] [, Grantor and Pledgor] [and Grantor] [and Pledgor]2 and, without limiting the generality of the Subsidiary foregoing, hereby expressly assumes all obligations and liabilities of the Additional Pledgor listed in Annex 1 hereto a [Guarantor] [, Grantor and will be bound by all terms, conditions Pledgor] [and duties applicable to a Pledgor under the Guarantee Grantor] [and Collateral Agreement, as a Pledgor Pledgor]3 thereunder. The information set forth in Annex 1 1-A hereto is hereby added to the information set forth in Schedule 2 Schedules [____________] to the Guarantee and Collateral Agreement, and such Schedule 2 is Schedules are hereby amended and modified to include such information. The Additional Pledgor Granting Party hereby represents and warrants that each of the representations and warranties of such Additional PledgorGranting Party, in its capacity capacities as a Guarantor [, Grantor and Pledgor, ] [and Grantor] [and Pledgor],4 contained in Subsection 4.3 Section 4 of the Guarantee and Collateral Agreement is true and correct in all material respects on and as the date hereof (after giving effect to this Supplemental Assumption Agreement) as if made on and as of such date. The Each Additional Pledgor hereby undertakes each of the covenants, in its capacity as a Pledgor, contained in Subsection 5.3 of the Guarantee and Collateral Agreement. The Additional Pledgor Granting Party hereby grants, as and to the same extent as provided in the Guarantee and Collateral Agreement, to the Collateral Agent, for the benefit of the Secured Parties, a continuing security interest in all the [Collateral (as such term is defined in Subsection 3.1 of the Guarantee and Collateral Agreement) of such Additional Granting Party] [and] [the Pledged Collateral (as such term is defined in the Guarantee and Collateral Agreement) of such Additional Pledgor now owned or at any time hereafter acquired by such Pledgor, and any Proceeds thereofGranting Party, except as provided in Subsection 3.3 of the Guarantee and Collateral Agreement. The Additional Pledgor represents and warrants to the Collateral Agent and the other Secured Parties that this Supplemental Agreement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms].

Guarantee and Collateral Agreement. By executing and delivering this Supplemental Assumption Agreement, the Additional PledgorGuarantor, as provided in Subsection 9.15 Section 8.11 of the Guarantee and Collateral Agreement, hereby becomes a Pledgor under party to the Guarantee and Collateral Agreement as a Guarantor thereunder with respect the same force and effect as if originally named therein as a Guarantor and, without limiting the generality of the foregoing, hereby expressly assumes all obligations and liabilities of a Guarantor thereunder. In furtherance of the foregoing, the Additional Guarantor, as security for the payment and performance in full of the Obligations, does (x) hereby create and grant to the shares of Capital Stock Trustee for the benefit of the Subsidiary Secured Parties a security interest in all of the Additional Pledgor listed Guarantor’s right, title and interest in Annex 1 hereto and will be bound to the Collateral of the Additional Guarantor and (y) jointly and severally with the other Guarantors, unconditionally and irrevocably hereby guarantee the prompt and complete payment and performance by the Issuer when due (whether at the stated maturity by acceleration or otherwise, but after giving effect to all terms, conditions and duties applicable grace periods) of the Issuer Obligations. Each reference to a Pledgor under “Guarantor” in the Guarantee and Collateral Agreement, as a Pledgor thereunderAgreement shall be deemed to include the Additional Guarantor. The Guarantee and Collateral Agreement is hereby incorporated herein by reference. The information set forth in Annex 1 1-A hereto (A) is true and correct as of the date hereof in all material respects and (B) is hereby added to the information set forth in Schedule 2 4.5 to the Guarantee and Collateral Agreement, Agreement and such Schedule 2 is hereby amended and modified to include such informationshall be deemed so amended. The Additional Pledgor Guarantor hereby represents and warrants that each of the representations and warranties of such Additional Pledgor, in its capacity as a Pledgor, contained in Subsection 4.3 Section 4 of the Guarantee and Collateral Agreement applicable to it is true and correct in all material respects on and as the date hereof (after giving effect to this Supplemental Assumption Agreement) as if made on and as of such date. The Additional Pledgor hereby undertakes each of the covenants, in its capacity as a Pledgor, contained in Subsection 5.3 of the Guarantee and Collateral Agreement. The Additional Pledgor hereby grants, as and to the same extent as provided in the Guarantee and Collateral Agreement, to the Collateral Agent, for the benefit of the Secured Parties, a continuing security interest in all of the Pledged Collateral of such Additional Pledgor now owned or at any time hereafter acquired by such Pledgor, and any Proceeds thereof, except as provided in Subsection 3.3 of the Guarantee and Collateral Agreement. The Additional Pledgor represents and warrants to the Collateral Agent and the other Secured Parties that this Supplemental Agreement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms.

Guarantee and Collateral Agreement. By executing and delivering this Supplemental Assumption Agreement, the Additional PledgorGuarantor, as provided in Subsection 9.15 Section 8.10 of the Guarantee and Collateral Agreement, hereby becomes a Pledgor under party to the Guarantee and Collateral Agreement as a Guarantor thereunder with respect the same force and effect as if originally named therein as a Guarantor and, without limiting the generality of the foregoing, hereby expressly assumes all obligations and liabilities of a Guarantor thereunder. In furtherance of the foregoing, the Additional Guarantor, as security for the payment and performance in full of the Master Issuer Obligations, does (x) hereby create and grant to the shares of Capital Stock Trustee for the benefit of the Subsidiary Secured Parties a security interest in all of the Additional Pledgor listed Guarantor's right, title and interest in Annex 1 hereto and will be bound by all terms, conditions and duties applicable to a Pledgor under the Collateral of the Additional Guarantor in accordance with the terms of the Guarantee and Collateral AgreementAgreement and subject to the exceptions set forth therein and (y) jointly and severally, as unconditionally and irrevocably hereby guarantees to the Trustee, for the benefit of the Secured Parties, the prompt and complete payment and performance by the Master Issuer when due (whether at the stated maturity, by acceleration or otherwise, but after giving effect to all applicable grace periods) of the Master Issuer Obligations. Each reference to a Pledgor thereunder“Guarantor” in the Guarantee and Collateral Agreement shall be deemed to include the Additional Guarantor. The Guarantee and Collateral Agreement is hereby incorporated herein by reference. The information set forth in Annex 1 1-A hereto (A) is true and correct as of the date hereof in all material respects and (B) is hereby added to the information set forth in Schedule 2 4.5 to the Guarantee and Collateral Agreement, Agreement and such Schedule 2 is hereby amended and modified to include such informationshall be deemed so amended. The Additional Pledgor Guarantor hereby represents and warrants that each of the representations and warranties of such Additional Pledgor, in its capacity as a Pledgor, contained in Subsection 4.3 Section 4 of the Guarantee and Collateral Agreement applicable to it is true and correct in all material respects on and as the date hereof (after giving effect to this Supplemental Assumption Agreement) as if made on and as of such date. The Additional Pledgor hereby undertakes each of the covenants, in its capacity as a Pledgor, contained in Subsection 5.3 of the Guarantee and Collateral Agreement. The Additional Pledgor hereby grants, as and to the same extent as provided in the Guarantee and Collateral Agreement, to the Collateral Agent, for the benefit of the Secured Parties, a continuing security interest in all of the Pledged Collateral of such Additional Pledgor now owned or at any time hereafter acquired by such Pledgor, and any Proceeds thereof, except as provided in Subsection 3.3 of the Guarantee and Collateral Agreement. The Additional Pledgor represents and warrants to the Collateral Agent and the other Secured Parties that this Supplemental Agreement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms.

Guarantee and Collateral Agreement. By executing and delivering this Supplemental Assumption Agreement, the Additional PledgorGrantor, as provided in Subsection 9.15 Section 8.14 of the Guarantee and Collateral Agreement, (a) hereby becomes a Pledgor under party to the Guarantee and Collateral Agreement as both a “Grantor” and a “Guarantor” thereunder with respect the same force and effect as if originally named therein as a Grantor and a Guarantor and, without limiting the generality of the foregoing, hereby expressly assumes all obligations and liabilities of a Grantor and a Guarantor thereunder, and (b) hereby grants to the shares of Capital Stock Administrative Agent, for the benefit of the Subsidiary Secured Parties, as security for the Secured Obligations, a security interest in all of the Additional Pledgor listed Grantor’s right, title and interest in Annex 1 hereto any and will to all Collateral of the Additional Grantor, in each case whether now owned or hereafter acquired or in which the Additional Grantor now has or hereafter acquires an interest and wherever the same may be bound by located, but subject in all respects to the terms, conditions and duties applicable to a Pledgor under exclusions set forth in the Guarantee and Collateral Agreement, as a Pledgor thereunder. The information set forth in Annex Schedule 1 hereto is hereby added to the information set forth in Schedule 2 the Schedules to the Guarantee and Collateral Agreement, and such Schedule 2 is hereby amended and modified to include such information. The Additional Pledgor Grantor hereby represents and warrants that each of the representations and warranties of such Additional Pledgor, in its capacity as a Pledgor, contained in Subsection 4.3 Section 4 of the Guarantee and Collateral Agreement (x) that is qualified by materiality is true and correct, and (y) that is not qualified by materiality, is true and correct in all material respects respects, in each case, on and as the date hereof (after giving effect to this Supplemental Assumption Agreement) as if made on and as of such date (except to the extent any such representation and warranty expressly relates to an earlier date. The Additional Pledgor hereby undertakes each of the covenants, in its capacity which case such representation and warranty was true and correct in all material respects as a Pledgor, contained in Subsection 5.3 of the such earlier date). Guarantee and & Collateral Agreement. The Additional Pledgor hereby grants, as and to the same extent as provided in the Guarantee and Collateral Agreement, to the Collateral Agent, for the benefit of the Secured Parties, a continuing security interest in all of the Pledged Collateral of such Additional Pledgor now owned or at any time hereafter acquired by such Pledgor, and any Proceeds thereof, except as provided in Subsection 3.3 of the Guarantee and Collateral Agreement. The Additional Pledgor represents and warrants to the Collateral Agent and the other Secured Parties that this Supplemental Agreement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms.

Guarantee and Collateral Agreement. By executing and delivering this Supplemental Assumption Agreement, the [the][each] Additional PledgorGranting Party, as provided in Subsection 9.15 of the Guarantee and Collateral Agreement, hereby becomes a Pledgor under party to the Guarantee and Collateral Agreement as a Granting Party thereunder with respect to the shares of Capital Stock same force and effect as if originally named therein as a [Guarantor] [, Grantor and Pledgor] [and Grantor] [and Pledgor]2 and, without limiting the generality of the Subsidiary foregoing, hereby expressly assumes all obligations and liabilities of the Additional Pledgor listed in Annex 1 hereto a [Guarantor] [, Grantor and will be bound by all terms, conditions Pledgor] [and duties applicable to a Pledgor under the Guarantee Grantor] [and Collateral Agreement, as a Pledgor Pledgor]3 thereunder. The information set forth in Annex 1 1-A hereto is hereby added to the information set forth in Schedule 2 Schedules [____________] to the Guarantee and Collateral Agreement, and such Schedule 2 is Schedules are hereby amended and modified to include such information. The [The][Each] Additional Pledgor Granting Party hereby represents and warrants that each of the representations and warranties of such Additional PledgorGranting Party, in its capacity capacities as a Guarantor [, Grantor and Pledgor, ] [and Grantor] [and Pledgor],4 contained in Subsection 4.3 Section 4 of the Guarantee and Collateral Agreement is true and correct in all material respects on and as the date hereof (after giving effect to this Supplemental Assumption Agreement) as if made on and as of such date. The Each Additional Pledgor hereby undertakes each of the covenants, in its capacity as a Pledgor, contained in Subsection 5.3 of the Guarantee and Collateral Agreement. The Additional Pledgor Granting Party hereby grants, as and to the same extent as provided in the Guarantee and Collateral Agreement, to the Collateral Agent, for the benefit of the Secured Parties, a continuing security interest in all the [Collateral (as such term is defined in Subsection 3.1 of the Guarantee and Collateral Agreement) of such Additional Granting Party] [and] [the Pledged Collateral (as such term is defined in the Guarantee and Collateral Agreement) of such Additional Pledgor now owned or at any time hereafter acquired by such Pledgor, and any Proceeds thereofGranting Party, except as provided in Subsection 3.3 of the Guarantee and Collateral Agreement. The Additional Pledgor represents and warrants to the Collateral Agent and the other Secured Parties that this Supplemental Agreement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms].

Guarantee and Collateral Agreement. By executing and delivering this Supplemental Assumption Agreement, the Additional PledgorGranting Party, as provided in Subsection 9.15 of the Guarantee and Collateral Agreement, hereby becomes a Pledgor under party to the Guarantee and Collateral Agreement as a Granting Party thereunder with respect to the shares of Capital Stock same force and effect as if originally named therein as a [Guarantor] [, Grantor and Pledgor] [and Grantor] [and Pledgor] and, without limiting the generality of the Subsidiary foregoing, hereby expressly assumes all obligations and liabilities of the Additional Pledgor listed in Annex 1 hereto a [Guarantor] [, Grantor and will be bound by all terms, conditions Pledgor] [and duties applicable to a Pledgor under the Guarantee Grantor] [and Collateral Agreement, as a Pledgor Pledgor] thereunder. The information set forth in Annex 1 hereto is hereby added to the information set forth in Schedule 2 Schedules [____________] to the Guarantee and Collateral Agreement, and such Schedule 2 is Schedules are hereby amended and modified to include such information. The Additional Pledgor Granting Party hereby represents and warrants that each of the representations and warranties of such Additional PledgorGranting Party, in its capacity capacities as a Guarantor [, Grantor and Pledgor] [and Grantor] [and Pledgor], contained in Subsection 4.3 Section 4 of the Guarantee and Collateral Agreement is true and correct in all material respects on and as the date hereof (after giving effect to this Supplemental Assumption Agreement) as if made on and as of such date. The Each Additional Pledgor hereby undertakes each of the covenants, in its capacity as a Pledgor, contained in Subsection 5.3 of the Guarantee and Collateral Agreement. The Additional Pledgor Granting Party hereby grants, as and to the same extent as provided in the Guarantee and Collateral Agreement, to the Collateral Agent and the Administrative Agent, for the benefit of the Secured Parties, a continuing security interest in all the [Collateral (as such term is defined in Subsection 3.1 of the Guarantee and Collateral Agreement) of such Additional Granting Party] [and] [the Pledged Collateral (as such term is defined in the Guarantee and Collateral Agreement) of such Additional Pledgor now owned or at any time hereafter acquired by such Pledgor, and any Proceeds thereofGranting Party, except as provided in Subsection 3.3 of the Guarantee and Collateral Agreement. The Additional Pledgor represents and warrants to the Collateral Agent and the other Secured Parties that this Supplemental Agreement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms].

Guarantee and Collateral Agreement. By executing and delivering this Supplemental Assumption Agreement, the Additional PledgorGranting Party, as provided in Subsection 9.15 Section 8.15 of the Guarantee and Collateral Agreement, hereby becomes a Pledgor under party to the Guarantee and Collateral Agreement as a Granting Party thereunder with respect the same force and effect as if originally named therein as a Guarantor [, Grantor and Granting Party] [and Grantor] [and Granting Party]2 and, without limiting the generality of the foregoing, hereby expressly assumes all obligations and liabilities of a Guarantor [, Grantor and Granting Party] [and Grantor] [and Granting Party]3 thereunder. Without limiting the generality of the foregoing, the Additional Granting Party hereby grants and pledges to the shares of Capital Stock Collateral Agent, as collateral security for the full payment (whether at stated maturity, by acceleration or otherwise) of the Subsidiary Obligations, a Lien on and security interest in, all of the Additional Pledgor listed in Annex 1 hereto its right, title and will be bound by all termsinterest in, conditions to and duties applicable to a Pledgor under the Guarantee Collateral and Collateral Agreementexpressly assumes all obligations and liabilities of a Guarantor [, as a Pledgor Grantor and Granting Party][and Grantor][and Granting Party] thereunder. The information set forth in Annex 1 1-A hereto is hereby added to the information set forth in Schedule 2 Schedules to the Guarantee and Collateral Agreement, and such Schedule 2 is Schedules are hereby amended and modified to include such information. The Additional Pledgor Granting Party hereby represents and warrants that each of the representations and warranties of such Additional PledgorGranting Party, in its capacity capacities as a PledgorGuarantor [, Grantor and Granting Party] [and Grantor] [and Granting Party],4 contained in Subsection 4.3 Section 4 of the Guarantee and Collateral Agreement is true and correct in all material respects on and as the date hereof (after giving effect to this Supplemental Assumption Agreement) as if made on and as of such date. The Additional Pledgor Grantor Party also hereby undertakes each of provides the covenants, authorizations set forth in its capacity as a Pledgor, contained in Subsection 5.3 Section 7.3 of the Guarantee and Collateral Agreement. The Additional Pledgor hereby grants, as and Agreement with respect to the same extent as provided in the Guarantee and Collateral Agreementfilings described therein (including, to without limitation, authorization for the Collateral Agent, for Agent to file Uniform Commercial Code financing statements describing the benefit of the Secured Parties, a continuing security interest Collateral as “all personal property” or “all assets,” in all of the Pledged Collateral of such Additional Pledgor each case “now owned or at any time hereafter acquired by such Pledgor, and any Proceeds thereof, except as provided the Grantor or in Subsection 3.3 of which the Guarantee and Collateral Agreement. The Additional Pledgor represents and warrants to the Collateral Agent and the other Secured Parties that this Supplemental Agreement Grantor otherwise has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its termsrights”).

Guarantee and Collateral Agreement. By executing and delivering this Supplemental Agreement, the Additional Pledgor, as provided in Subsection subsection 9.15 of the ABL Guarantee and Collateral Agreement, hereby becomes a Pledgor under the ABL Guarantee and Collateral Agreement with respect to the shares of Capital Stock of the Subsidiary of the Additional Pledgor listed in Annex 1 hereto and will be bound by all terms, conditions and duties applicable to a Pledgor under the ABL Guarantee and Collateral Agreement, as a Pledgor thereunder. The information set forth in Annex 1 hereto is hereby added to the information set forth in Schedule 2 to the ABL Guarantee and Collateral Agreement, and such Schedule 2 is hereby amended and modified to include such information. The Additional Pledgor hereby represents and warrants that each of the representations and warranties of such Additional Pledgor, in its capacity as a Pledgor, contained in Subsection subsection 4.3 of the ABL Guarantee and Collateral Agreement is true and correct in all material respects on and as the date hereof (after giving effect to this Supplemental Agreement) as if made on and as of such date. The Additional Pledgor hereby undertakes each of the covenants, in its capacity as a Pledgor, contained in Subsection subsection 5.3 of the ABL Guarantee and Collateral Agreement. The Additional Pledgor hereby grants, as and to the same extent as provided in the ABL Guarantee and Collateral Agreement, to the Collateral Agent, for the benefit of the Secured Parties, a continuing security interest in all of the Pledged Collateral of such Additional Pledgor now owned or at any time hereafter acquired by such Pledgor, and any Proceeds thereof, except as provided in Subsection subsection 3.3 of the ABL Guarantee and Collateral Agreement. The Additional Pledgor represents and warrants to the Collateral Agent and the other Secured Parties that this Supplemental Agreement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms.

Guarantee and Collateral Agreement. By executing and delivering this Supplemental Assumption Agreement, the [the][each] Additional PledgorGranting Party, as provided in Subsection subsection 9.15 of the ABL Guarantee and Collateral Agreement, hereby becomes a Pledgor under party to the ABL Guarantee and Collateral Agreement as a Granting Party thereunder with respect to the shares of Capital Stock same force and effect as if originally named therein as a Granting Party and a [Guarantor] [, Grantor and Pledgor] [and Grantor] [and Pledgor]2 and, without limiting the generality of the Subsidiary foregoing, hereby expressly assumes all obligations and liabilities of the Additional Pledgor listed in Annex 1 hereto a Granting Party and will be bound by all termsa [Guarantor] [, conditions Grantor and duties applicable to a Pledgor under the Guarantee Pledgor] [and Collateral Agreement, as a Pledgor Grantor] [and Pledgor]3 thereunder. The information set forth in Annex 1 1-A hereto is hereby added to the information set forth in Schedule 2 Schedules [ ] to the ABL Guarantee and Collateral Agreement, and such Schedule 2 is Schedules are hereby amended and modified to include such information. The [The][Each] Additional Pledgor Granting Party hereby represents and warrants that each of the representations and warranties of such Additional PledgorGranting Party, in its capacity capacities as a Granting Party and a Guarantor] [, Grantor and Pledgor, ] [and Grantor] [and Pledgor],4 contained in Subsection 4.3 Section 4 of the ABL Guarantee and Collateral Agreement is true and correct in all material respects on and as the date hereof (after giving effect to this Supplemental Assumption Agreement) as if made on and as of such date. The Each Additional Pledgor hereby undertakes each of the covenants, in its capacity as a Pledgor, contained in Subsection 5.3 of the Guarantee and Collateral Agreement. The Additional Pledgor Granting Party hereby grants, as and to the same extent as provided in the ABL Guarantee and Collateral Agreement, to the Collateral Agent, for the benefit of the Secured Parties, a continuing security interest in all the [Collateral (as such term is defined in subsection 3.1 of the ABL Guarantee and Collateral Agreement) of such Additional Granting Party] [and] [the Pledged Collateral (as such term is defined in the ABL Guarantee and Collateral Agreement) of such Additional Pledgor now owned or at any time hereafter acquired by such Pledgor, and any Proceeds thereofGranting Party, except as provided in Subsection subsection 3.3 of the ABL Guarantee and Collateral Agreement. The Additional Pledgor represents and warrants to the Collateral Agent and the other Secured Parties that this Supplemental Agreement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms].

Guarantee and Collateral Agreement. By executing and delivering this Supplemental Agreement, the Additional Pledgor, as provided in Subsection 9.15 of the Term Loan Guarantee and Collateral Agreement, hereby becomes a Pledgor under the Term Loan Guarantee and Collateral Agreement with respect to the shares of Capital Stock of the Subsidiary of the Additional Pledgor listed in Annex 1 hereto and will be bound by all terms, conditions and duties applicable to a Pledgor under the Term Loan Guarantee and Collateral Agreement, as a Pledgor thereunder. The information set forth in Annex 1 hereto is hereby added to the information set forth in Schedule 2 to the Term Loan Guarantee and Collateral Agreement, and such Schedule 2 is hereby amended and modified to include such information. The Additional Pledgor hereby represents and warrants that each of the representations and warranties of such Additional Pledgor, in its capacity as a Pledgor, contained in Subsection 4.3 of the Term Loan Guarantee and Collateral Agreement is true and correct in all material respects on and as the date hereof (after giving effect to this Supplemental Agreement) as if made on and as of such date. The Additional Pledgor hereby undertakes each of the covenants, in its capacity as a Pledgor, contained in Subsection 5.3 of the Term Loan Guarantee and Collateral Agreement. The Additional Pledgor hereby grants, as and to the same extent as provided in the Term Loan Guarantee and Collateral Agreement, to the Collateral Agent, for the benefit of the Secured Parties, a continuing security interest in all of the Pledged Collateral of such Additional Pledgor now owned or at any time hereafter acquired by such Pledgor, and any Proceeds thereof, except as provided in Subsection 3.3 of the Term Loan Guarantee and Collateral Agreement. The Additional Pledgor represents and warrants to the Collateral Agent and the other Secured Parties that this Supplemental Agreement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms.

Guarantee and Collateral Agreement. By executing and delivering this Supplemental Assumption Agreement, the [the][each] Additional PledgorGranting Party, as provided in Subsection subsection 9.15 of the Guarantee and Collateral Agreement, hereby becomes a Pledgor under party to the Guarantee and Collateral Agreement as a Granting Party thereunder with respect to the shares of Capital Stock same force and effect as if originally named therein as a [Guarantor] [, Grantor and Pledgor] [and Grantor] [and Pledgor]1 and, without limiting the generality of the Subsidiary foregoing, hereby expressly assumes all obligations and liabilities of the Additional Pledgor listed in Annex 1 hereto a [Guarantor] [, Grantor and will be bound by all terms, conditions Pledgor] [and duties applicable to a Pledgor under the Guarantee Grantor] [and Collateral Agreement, as a Pledgor Pledgor]2 thereunder. The information set forth in Annex 1 1-A hereto is hereby added to the information set forth in Schedule 2 Schedules [______] to the Guarantee and Collateral Agreement, and such Schedule 2 is Schedules are hereby amended and modified to include such information. The [The][Each] Additional Pledgor Granting Party hereby represents and warrants that each of the representations and warranties of such Additional PledgorGranting Party, in its capacity capacities as a [Guarantor] [,Grantor and Pledgor, ] [and Grantor] [and Pledgor],3 contained in Subsection 4.3 Section 4 of the Guarantee and Collateral Agreement is true and correct in all material respects on and as the date hereof (after giving effect to this Supplemental Assumption Agreement) as if made on and as of such date. The Each Additional Pledgor hereby undertakes each of the covenants, in its capacity as a Pledgor, contained in Subsection 5.3 of the Guarantee and Collateral Agreement. The Additional Pledgor Granting Party hereby grants, as and to the same extent as provided in the Guarantee and Collateral Agreement, to the Collateral Agent, for the benefit of the Secured Parties, a continuing security interest in all the [Collateral (as such term is defined in subsection 3.1 of the Guarantee and Collateral Agreement) of such Additional Granting Party] [and] [the Pledged Collateral (as such term is defined in the Guarantee and Collateral Agreement) of such Additional Pledgor now owned or at any time hereafter acquired by such Pledgor, and any Proceeds thereofGranting Party, except as provided in Subsection subsection 3.3 of the Guarantee and Collateral Agreement. The Additional Pledgor represents and warrants to the Collateral Agent and the other Secured Parties that this Supplemental Agreement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms].

Guarantee and Collateral Agreement. By executing and delivering this Supplemental Assumption Agreement, the [the][each] Additional PledgorGranting Party, as provided in Subsection 9.15 of the Guarantee and Collateral Agreement, hereby becomes a Pledgor under party to the Guarantee and Collateral Agreement as a Granting Party thereunder with respect to the shares of Capital Stock same force and effect as if originally named therein as a [Guarantor] [, Grantor and Pledgor] [and Grantor] [and Pledgor]14 and, without limiting the generality of the Subsidiary foregoing, hereby expressly assumes all obligations and liabilities of the Additional Pledgor listed in Annex 1 hereto a [Guarantor] [, Grantor and will be bound by all terms, conditions Pledgor] [and duties applicable to a Pledgor under the Guarantee Grantor] [and Collateral Agreement, as a Pledgor Pledgor]15 thereunder. The information set forth in Annex 1 1-A hereto is hereby added to the information set forth in Schedule 2 Schedules [ ] to the Guarantee and Collateral Agreement, and such Schedule 2 is Schedules are hereby amended and modified to include such information. The [The][Each] Additional Pledgor Granting Party hereby represents and warrants that each of the representations and warranties of such Additional PledgorGranting Party, in its capacity capacities as a Guarantor [, Grantor and Pledgor, ] [and Grantor] [and Pledgor],16 contained in Subsection 4.3 Section 4 of the Guarantee and Collateral Agreement is true and correct in all material respects on and as the date hereof (after giving effect to this Supplemental Assumption Agreement) as if made on and as of such date. The Each Additional Pledgor hereby undertakes each of the covenants, in its capacity as a Pledgor, contained in Subsection 5.3 of the Guarantee and Collateral Agreement. The Additional Pledgor Granting Party hereby grants, as and to the same extent as provided in the Guarantee and Collateral Agreement, to the Collateral Agent, for the benefit of the Secured Parties, a continuing security interest in all the [Collateral (as such term is defined in Subsection 3.1 of the Guarantee and Collateral Agreement) of such Additional Granting Party] [and] [the Pledged Collateral (as such term is defined in the Guarantee and Collateral Agreement) of such Additional Pledgor now owned or at any time hereafter acquired by such Pledgor, and any Proceeds thereofGranting Party, except as provided in Subsection 3.3 of the Guarantee and Collateral Agreement. The Additional Pledgor represents and warrants to the Collateral Agent and the other Secured Parties that this Supplemental Agreement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms].

Guarantee and Collateral Agreement. By executing and delivering this Supplemental Assumption Agreement, the Additional PledgorGuarantor, as provided in Subsection 9.15 Section 8.15 of the Guarantee and Collateral Agreement, hereby becomes a Pledgor under party to the Guarantee and Collateral Agreement as a Guarantor and a Pledgor thereunder with respect to the shares of Capital Stock same force and effect as if originally named therein as a Guarantor and a Pledgor and, without limiting the generality of the Subsidiary foregoing, hereby expressly assumes all obligations and liabilities of the Additional Pledgor listed in Annex 1 hereto a Guarantor and will be bound by all terms, conditions and duties applicable to a Pledgor under the Guarantee and Collateral Agreement, as a Pledgor thereunder. The information set forth in Annex 1 1-A hereto is hereby added to the information set forth in Schedule 2 Schedules 1 to the Guarantee and Collateral Agreement, and such Schedule 2 is hereby amended and modified to include such information. The Additional Pledgor Guarantor hereby represents and warrants that each of the representations and warranties of such Additional Pledgor, in its capacity as a Pledgor, contained in Subsection 4.3 Section 4 of the Guarantee and Collateral Agreement is true and correct in all material respects on and as the date hereof (after giving effect to this Supplemental Assumption Agreement) as if made on and as of such date. The . 1 Refer to each Schedule which needs to be supplemented. (a) In furtherance and without limiting Section 1 hereof, (i) the Additional Pledgor Guarantor hereby undertakes each of the covenants, in its capacity as a Pledgor, contained in Subsection 5.3 of the Guarantee assigns and Collateral Agreement. The Additional Pledgor hereby grants, as and transfers to the same extent as provided in the Guarantee Priority Collateral Trustee, and Collateral Agreement, grants to the Priority Collateral AgentTrustee, for the benefit of the Priority Lien Secured Parties, a continuing lien on and, except as set forth in Section 4.1 or 4.2, a first priority security interest in all of the Pledged Common Collateral, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Priority Lien Obligations and (ii) the Additional Guarantor hereby assigns and transfers to the Priority Collateral Trustee, and grants to the Priority Collateral Trustee, for the benefit of such Additional Pledgor the Priority Lien Secured Parties, a lien on and, except as set forth in Section 4.1 or 4.2, a first priority security interest in all of the Collateral now owned or at any time hereafter acquired by such Pledgorthe Additional Guarantor or in which the Additional Guarantor now has or at any time in the future may acquire any right, title or interest, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Priority Lien Obligations. (b) In furtherance and without limiting Section 1 hereof, (i) the Additional Guarantor hereby assigns and transfers to the Parity Collateral Trustee, and any Proceeds thereofgrants to the Parity Collateral Trustee, for the benefit of the Parity Lien Secured Parties, a lien on and, except as provided set forth in Subsection 3.3 Section 4.1 or 4.2, a second priority security interest in all of the Guarantee Common Collateral, as collateral security for the prompt and Collateral Agreement. The complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Parity Lien Obligations, including the Guarantor Obligations in respect thereof and (ii) the Additional Pledgor represents Guarantor hereby assigns and warrants transfers to the Parity Collateral Agent Trustee, and grants to the other Parity Collateral Trustee, for the benefit of the Parity Lien Secured Parties that this Supplemental Agreement Parties, a lien on and, except as set forth in Section 4.1 or 4.2, a second priority security interest in all of the Collateral now owned or at any time hereafter acquired by the Additional Guarantor or in which the Additional Guarantor now has been duly authorizedor at any time in the future may acquire any right, executed title or interest, as collateral security for the prompt and delivered complete payment and performance when due (whether at the stated maturity, by it and constitutes its legalacceleration or otherwise) of the Parity Lien Obligations, valid and binding obligation, enforceable against it including any Guarantor Obligations in accordance with its termsrespect thereof.

Guarantee and Collateral Agreement. By executing and delivering this Supplemental Assumption Agreement, the Additional PledgorGrantor, as provided in Subsection 9.15 Section 8.14 of the Guarantee and Collateral Agreement, (a) hereby becomes a Pledgor under party to the Guarantee and Collateral Agreement as both a “Grantor” and a “Guarantor” thereunder with respect the same force and effect as if originally named therein as a Grantor and a Guarantor and, without limiting the generality of the foregoing, hereby expressly assumes all obligations and liabilities of a Grantor and a Guarantor thereunder, and (b) hereby grants to the shares of Capital Stock Administrative Agent, for the benefit of the Subsidiary Secured Parties, as security for the Secured Obligations, a security interest in all of the Additional Pledgor listed Grantor’s right, title and interest in Annex 1 hereto any and will to all Collateral of the Additional Grantor, in each case whether now owned or hereafter acquired or in which the Additional Grantor now has or hereafter acquires an interest and wherever the same may be bound by located, but subject in all respects to the terms, conditions and duties applicable to a Pledgor under exclusions set forth in the Guarantee and Collateral Agreement, as a Pledgor thereunder. The information set forth in Annex Schedule 1 hereto is hereby added to the information set forth in Schedule 2 the Schedules to the Guarantee and Collateral Agreement, and such Schedule 2 is hereby amended and modified to include such information. The Additional Pledgor Grantor hereby represents and warrants that each of the representations and warranties of such Additional Pledgor, in its capacity as a Pledgor, contained in Subsection 4.3 Section 4 of the Guarantee and Collateral Agreement (x) that is qualified by materiality is true and correct, and (y) that is not qualified by materiality, is true and correct in all material respects respects, in each case, on and as the date hereof (after giving effect to this Supplemental Assumption Agreement) as if made on and as of such date (except to the extent any such representation and warranty expressly relates to an earlier date). The Additional Pledgor hereby undertakes each of the covenants, in its capacity as a Pledgor, contained in Subsection 5.3 of the Guarantee and & Collateral Agreement. The Additional Pledgor hereby grants, as and to the same extent as provided in the Guarantee and Collateral Agreement, to the Collateral Agent, for the benefit of the Secured Parties, a continuing security interest in all of the Pledged Collateral of such Additional Pledgor now owned or at any time hereafter acquired by such Pledgor, and any Proceeds thereof, except as provided in Subsection 3.3 of the Guarantee and Collateral Agreement. The Additional Pledgor represents and warrants to the Collateral Agent and the other Secured Parties that this Supplemental Agreement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms.

Guarantee and Collateral Agreement. By executing and delivering this Supplemental Assumption Agreement, the Additional PledgorGrantor, as provided in Subsection subsection 9.15 of the Guarantee and Collateral Agreement, hereby becomes a Pledgor under party to the Guarantee and Collateral Agreement as a Grantor thereunder with respect to the shares of Capital Stock same force and effect as if originally named therein as a Guarantor [, Grantor and Pledgor] [and Grantor] [and Pledgor]3 and, without limiting the generality of the Subsidiary foregoing, hereby expressly assumes all obligations and liabilities of the Additional Pledgor listed in Annex 1 hereto a Guarantor [, Grantor and will be bound by all terms, conditions Pledgor] [and duties applicable to a Pledgor under the Guarantee Grantor] [and Collateral Agreement, as a Pledgor Pledgor]4 thereunder. The information set forth in Annex 1 1-A hereto is hereby added to the information set forth in Schedule 2 Schedules to the Guarantee and Collateral Agreement, and such Schedule 2 is Schedules are hereby amended and modified to include such information. The Additional Pledgor Grantor hereby represents and warrants that each of the representations and warranties of such Additional PledgorGrantor, in its capacity capacities as a Guarantor [, Grantor and Pledgor, ] [and Grantor] [and Pledgor],5 contained in Subsection 4.3 Section 4 of the Guarantee and Collateral Agreement is true and correct in all material respects on and as the date hereof (after giving effect to this Supplemental Assumption Agreement) as if made on and as of such date. The Each Additional Pledgor hereby undertakes each of the covenants, in its capacity as a Pledgor, contained in Subsection 5.3 of the Guarantee and Collateral Agreement. The Additional Pledgor Granting Party hereby grants, as and to the same extent as provided in the Guarantee and Collateral Agreement, to the Collateral Agent, for the benefit of the Secured Parties, a continuing security interest in all the [Collateral (as such term is defined in Section 3.1 of the Guarantee and Collateral Agreement) of such Additional Granting Party] [and] [the Pledged Collateral (as such term is defined in the Guarantee and Collateral Agreement) of such Additional Pledgor now owned or at any time hereafter acquired by such Pledgor, and any Proceeds thereofGranting Party, except as provided in Subsection Section 3.3 of the Guarantee and Collateral Agreement. The Additional Pledgor represents and warrants to the Collateral Agent and the other Secured Parties that this Supplemental Agreement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms].

Guarantee and Collateral Agreement. By executing and delivering this Supplemental Assumption Agreement, the [the][each] Additional PledgorGranting Party, as provided in Subsection 9.15 of the Guarantee and Collateral Agreement, hereby becomes a Pledgor under party to the Guarantee and Collateral Agreement as a Granting Party thereunder with respect to the shares of Capital Stock same force and effect as if originally named therein as a [Guarantor] [, Grantor and Pledgor] [and Grantor] [and Pledgor]2 and, without limiting the generality of the Subsidiary foregoing, hereby expressly assumes all obligations and liabilities of the Additional Pledgor listed in Annex 1 hereto a [Guarantor] [, Grantor and will be bound by all terms, conditions Pledgor] [and duties applicable to a Pledgor under the Guarantee Grantor] [and Collateral Agreement, as a Pledgor Pledgor]3 thereunder. The information set forth in Annex 1 1-A hereto is hereby added to the information set forth in Schedule 2 Schedules [____________] to the Guarantee and Collateral Agreement, and such Schedule 2 is Schedules are hereby amended and modified to include such information. The [The][Each] Additional Pledgor Granting Party hereby represents and warrants that each of the representations and warranties of such Additional PledgorGranting Party, in its capacity capacities as a [Guarantor] [, Grantor and Pledgor, ] [and Grantor] [and Pledgor],4 contained in Subsection 4.3 Section 4 of the Guarantee and Collateral Agreement is true and correct in all material respects on and as the date hereof (after giving effect to this Supplemental Assumption Agreement) as if made on and as of such date. The Each Additional Pledgor hereby undertakes each of the covenants, in its capacity as a Pledgor, contained in Subsection 5.3 of the Guarantee and Collateral Agreement. The Additional Pledgor Granting Party hereby grants, as and to the same extent as provided in the Guarantee and Collateral Agreement, to the Collateral Agent, for the benefit of the Secured Parties, a continuing security interest in all the [Collateral (as such term is defined in Subsection 3.1 of the Guarantee and Collateral Agreement) of such Additional Granting Party] [and] [the Pledged Collateral (as such term is defined in the Guarantee and Collateral Agreement) of such Additional Pledgor now owned or at any time hereafter acquired by such Pledgor, and any Proceeds thereofGranting Party, except as provided in Subsection 3.3 of the Guarantee and Collateral Agreement. The Additional Pledgor represents and warrants to the Collateral Agent and the other Secured Parties that this Supplemental Agreement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms].

Guarantee and Collateral Agreement. By executing and delivering this Supplemental Agreement, the Additional Pledgor, as provided in Subsection 9.15 of the The Guarantee and Collateral Agreement, hereby becomes a Pledgor duly executed by the Borrower and each other Loan Party, together with: (A) delivery to the Senior Secured Noteholder Collateral Agent of the certificates representing the issued and outstanding capital stock, limited liability company interests, partnership interests or other ownership or profit interest owned by the Loan Parties and required to be pledged under the Guarantee and Collateral Agreement with respect to the shares of Capital Stock Documents, accompanied by undated stock powers executed in blank; provided that, no more than 66% of the Subsidiary issued and outstanding voting stock and 100% of the Additional Pledgor listed non-voting stock of any first-tier Foreign Subsidiaries of the Borrower or any Loan Party shall be required to be pledged, (B) copies of proper financing statements thereto, to be duly filed on or before the Closing Date under the UCC of all jurisdictions that the Security Agent may deem necessary or desirable in Annex 1 hereto order to perfect and will be bound by all terms, conditions protect the first priority liens and duties applicable to a Pledgor security interests created under the Guarantee and Collateral Agreement, as a Pledgor thereunder. The information set forth covering the Collateral described therein, (C) certified and completed copies of requests for information, dated on or before the Closing Date, listing all other effective financing statements filed in Annex 1 hereto is hereby added the jurisdictions where the Loan Parties are incorporated and, to the information set forth in Schedule 2 extent that perfection of security requires filing where assets are located, where the Loan Parties’ assets are located that name the Borrower or any other Loan Party as debtor, together with copies of such other financing statements, (D) evidence of the completion of recordings and filings, if any, of or with respect to the Guarantee and Collateral AgreementAgreement that the Security Agent may reasonably deem necessary or desirable in order to perfect and protect the Liens created thereby, and (E) evidence that all other action that the Security Agent may reasonably deem necessary or desirable in order to perfect and such Schedule 2 is hereby amended protect the first priority liens and modified to include such information. The Additional Pledgor hereby represents and warrants that each security interests created under any of the representations and warranties of such Additional PledgorCollateral Documents (including, in its capacity without limitation, any action so deemed necessary or desirable as a Pledgor, contained result of changes in Subsection 4.3 the names or corporate structure of any of the Guarantee and Collateral Agreement is true and correct in all material respects on and as the date hereof (after giving effect to this Supplemental AgreementBorrower’s subsidiaries) as if made on and as of such date. The Additional Pledgor hereby undertakes each of the covenants, in its capacity as a Pledgor, contained in Subsection 5.3 of the Guarantee and Collateral Agreement. The Additional Pledgor hereby grants, as and to the same extent as provided in the Guarantee and Collateral Agreement, to the Collateral Agent, for the benefit of the Secured Parties, a continuing security interest in all of the Pledged Collateral of such Additional Pledgor now owned or at any time hereafter acquired by such Pledgor, and any Proceeds thereof, except as provided in Subsection 3.3 of the Guarantee and Collateral Agreement. The Additional Pledgor represents and warrants to the Collateral Agent and the other Secured Parties that this Supplemental Agreement has been duly authorized, executed taken and delivered by it remains in full force and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its termseffect.

Guarantee and Collateral Agreement. By executing and delivering this Supplemental Agreement, the Additional Pledgor, as provided in Subsection 9.15 of the Guarantee and Collateral Agreement, hereby becomes a Pledgor under the Guarantee and Collateral Agreement with respect to the shares of Capital Stock of the Subsidiary of the Additional Pledgor listed in Annex 1 hereto and will be bound by all terms, conditions and duties applicable to a Pledgor under the Guarantee and Collateral Agreement, as a Pledgor thereunder. The information set forth in Annex 1 hereto is hereby added to the information set forth in Schedule 2 to the Guarantee and Collateral Agreement, and such Schedule 2 is hereby amended and modified to include such information. The Additional Pledgor hereby represents and warrants that each of the representations and warranties of such Additional Pledgor, in its capacity as a Pledgor, contained in Subsection 4.3 of the Guarantee and Collateral Agreement is true and correct in all material respects on and as of the date hereof (after giving effect to this Supplemental Agreement) as if made on and as of such date. The Additional Pledgor hereby undertakes each of the covenants, in its capacity as a Pledgor, contained in Subsection 5.3 of the Guarantee and Collateral Agreement. The Additional Pledgor hereby grants, as and to the same extent as provided in the Guarantee and Collateral Agreement, to the Collateral Agent, for the benefit of the Secured Parties, a continuing security interest in all of the Pledged Collateral of such Additional Pledgor now owned or at any time hereafter acquired by such Pledgor, and any Proceeds thereof, except as provided in Subsection 3.3 of the Guarantee and Collateral Agreement. The Additional Pledgor represents and warrants to the Collateral Agent and the other Secured Parties that this Supplemental Agreement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms.

Guarantee and Collateral Agreement. By executing and delivering this Supplemental Assumption Agreement, the Additional PledgorGrantor, as provided in Subsection 9.15 Section 8.13 of the Guarantee and Collateral Agreement, (a) hereby becomes a Pledgor under party to the Guarantee and Collateral Agreement as both a “Grantor” and a “Guarantor” thereunder with respect the same force and effect as if originally named therein as a Grantor and a Guarantor and, without limiting the generality of the foregoing, (b) hereby expressly assumes all obligations and liabilities of a Grantor and a Guarantor thereunder, and (c) hereby grants to the shares of Capital Stock Administrative Agent, for the benefit of the Subsidiary Secured Parties, as security for the Secured Obligations, a security interest in all of the Additional Pledgor listed Grantor’s right, title and interest in Annex 1 hereto any and will to all Collateral of the Additional Grantor, in each case whether now owned or hereafter acquired or in which the Additional Grantor now has or hereafter acquires an interest and wherever the same may be bound by all terms, conditions and duties applicable to a Pledgor under the Guarantee and Collateral Agreement, as a Pledgor thereunderlocated. The information set forth in Annex Schedule 1 hereto is hereby added to the information set forth in Schedule 2 the Schedules to the Guarantee and Collateral Agreement, and such Schedule 2 is hereby amended and modified to include such information. The Additional Pledgor Grantor hereby represents and warrants that each of the representations and warranties of such Additional Pledgor, in its capacity as a Pledgor, contained in Subsection 4.3 Section 4 of the Guarantee and Collateral Agreement (x) that is qualified by materiality is true and correct, and (y) that is not qualified by materiality, is true and correct in all material respects respects, in each case, on and as the date hereof (after giving effect to this Supplemental Assumption Agreement) as if made on and as of such date (except to the extent any such representation and warranty expressly relates to an earlier date. The Additional Pledgor hereby undertakes each of the covenants, in its capacity as a Pledgor, contained in Subsection 5.3 of the Guarantee which case such representation and Collateral Agreement. The Additional Pledgor hereby grants, as warranty was true and to the same extent as provided in the Guarantee and Collateral Agreement, to the Collateral Agent, for the benefit of the Secured Parties, a continuing security interest correct in all of the Pledged Collateral material respects as of such Additional Pledgor now owned or at any time hereafter acquired by such Pledgor, and any Proceeds thereof, except as provided in Subsection 3.3 of the Guarantee and Collateral Agreement. The Additional Pledgor represents and warrants to the Collateral Agent and the other Secured Parties that this Supplemental Agreement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its termsearlier date).

Guarantee and Collateral Agreement. By executing and delivering this Supplemental Assumption Agreement, the Additional PledgorGrantor, as provided in Subsection 9.15 Section 8.14 of the Amended and Restated Guarantee and Collateral Agreement, hereby becomes a Pledgor under party to the Amended and Restated Guarantee and Collateral Agreement as a Grantor thereunder with respect to the shares of Capital Stock same force and effect as if originally named therein as a Grantor and, without limiting the generality of the Subsidiary of foregoing, hereby (a) expressly guarantees the Additional Pledgor listed Borrower Obligations (as defined in Annex 1 hereto the Amended and will be bound by all terms, conditions and duties applicable to a Pledgor under the Restated Guarantee and Collateral Agreement) as set forth in Section 2 thereof, other than any Excluded Swap Obligations (b) grants the Administrative Agent, for the benefit of the Secured Parties, a security interest in its right, title and interest in the Collateral (as defined in the Amended and Restated Guarantee and Collateral Agreement) to secure its Obligations, (c) authorizes the filing of financing statements as set forth in Section 7.3 thereof and (d) assumes all other obligations and liabilities of a Pledgor thereunderGrantor set forth therein. The information set forth in Annex 1 1-A hereto is hereby added to the information set forth in Schedule 2 Schedules [ ]* to the Amended and Restated Guarantee and Collateral Agreement, and such Schedule 2 is hereby amended and modified to include such information. The Additional Pledgor Grantor hereby represents and warrants that each of the representations and warranties of such Additional Pledgor, in its capacity as a Pledgor, contained in Subsection 4.3 Section 4 of the Amended and Restated Guarantee and Collateral Agreement Agreement, as they relate to such Additional Grantor, is true and correct in all material respects on and as the date hereof (after giving effect to this Supplemental Assumption Agreement) as if made on and as of such date. The Additional Pledgor hereby undertakes each of the covenants, in its capacity as a Pledgor, contained in Subsection 5.3 of the Guarantee and Collateral Agreement. The Additional Pledgor hereby grants, as and to the same extent as provided in the Guarantee and Collateral Agreement, to the Collateral Agent, for the benefit of the Secured Parties, a continuing security interest in all of the Pledged Collateral of such Additional Pledgor now owned or at any time hereafter acquired by such Pledgor, and any Proceeds thereof, except as provided in Subsection 3.3 of the Guarantee and Collateral Agreement. The Additional Pledgor represents and warrants to the Collateral Agent and the other Secured Parties that this Supplemental Agreement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms.

Guarantee and Collateral Agreement. By executing and delivering this Supplemental Assumption Agreement, the Additional PledgorGrantor, as provided in Subsection 9.15 Section 8.14 of the Guarantee and Collateral Agreement, (a) hereby becomes a Pledgor under party to the Guarantee and Collateral Agreement as a Grantor thereunder with respect the same force and effect as if originally named therein as a Grantor and, without limiting the generality of the foregoing, hereby expressly assumes all obligations and liabilities of a Grantor thereunder, and (b) hereby grants to the shares of Capital Stock Administrative Agent, for the benefit of the Subsidiary Secured Parties, as security for the US Obligations of such Additional Grantor, a security interest in all of the Additional Pledgor listed Grantor’s right, title and interest in Annex 1 hereto any and will to all Collateral of Additional Grantor, in each case whether now owned or hereafter acquired or in which Additional Grantor now has or hereafter acquires an interest and wherever the same may be bound by located, but subject in all respects to the terms, conditions and duties applicable to a Pledgor under exclusions set forth in the Guarantee and Collateral Agreement, as a Pledgor thereunder. The information set forth in Annex 1 1-A hereto is hereby added to the information set forth in Schedule 2 the Schedules to the Guarantee and Collateral Agreement, and such Schedule 2 is hereby amended and modified to include such information. The Additional Pledgor Grantor hereby represents and warrants that each of the representations and warranties of such Additional Pledgor, in its capacity as a Pledgor, contained in Subsection 4.3 Section 4 of the Guarantee and Collateral Agreement is true and correct in all material respects on and as the date hereof (after giving effect to this Supplemental Assumption Agreement) as if made on and as of such date. The Additional Pledgor hereby undertakes each of the covenants, in its capacity as a Pledgor, contained in Subsection 5.3 of the Guarantee and Collateral Agreement. The Additional Pledgor hereby grants, as and to the same extent as provided in the Guarantee and Collateral Agreement, to the Collateral Agent, for the benefit of the Secured Parties, a continuing security interest in all of the Pledged Collateral of such Additional Pledgor now owned or at any time hereafter acquired by such Pledgor, and any Proceeds thereof, except as provided in Subsection 3.3 of the Guarantee and Collateral Agreement. The Additional Pledgor represents and warrants to the Collateral Agent and the other Secured Parties that this Supplemental Agreement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms.

Guarantee and Collateral Agreement. By executing and delivering this Supplemental Assumption Agreement, the Additional PledgorGrantor, as provided in Subsection 9.15 Section 9.14 of the Guarantee and Collateral Agreement, hereby becomes a Pledgor under party to the Guarantee and Collateral Agreement as a Grantor and Guarantor thereunder with respect to the shares of Capital Stock same force and effect as if originally named therein as a Grantor and Guarantor and, without limiting the generality of the Subsidiary foregoing, hereby expressly agrees to all terms and provisions of the Additional Pledgor listed in Annex 1 hereto and will be bound by all terms, conditions and duties applicable to a Pledgor under the Guarantee and Collateral Agreement, Agreement applicable to it as a Pledgor Grantor and Subsidiary Guarantor thereunder and assumes all obligations and liabilities of a Grantor and Guarantor thereunder, subject to the limitations contained therein. The information set forth in Annex 1 1-A hereto is hereby added to the information set forth in Schedule 2 Schedules 1 through 8 to the Guarantee and Collateral Agreement, and such Schedule 2 is hereby amended and modified to include such information. The Additional Pledgor Grantor hereby represents and warrants that each of the representations and warranties of such Additional Pledgor, in its capacity as a Pledgor, contained in Subsection 4.3 Section 4 of the Guarantee and Collateral Agreement is true and correct in all material respects on and as of the date hereof (after giving effect to this Supplemental Assumption Agreement) as if made on and as of such date (except for representations and warranties expressly stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). The Additional Pledgor Grantor hereby undertakes each of the covenants, in its capacity as a Pledgor, contained in Subsection 5.3 of the Guarantee assigns and Collateral Agreement. The Additional Pledgor hereby grants, as and transfers to the same extent as provided in the Guarantee Agent, and Collateral Agreement, hereby grants to the Collateral Agent, for the benefit of the Secured Parties, a continuing security interest in all of the Pledged Collateral of such Additional Pledgor Grantor’s right, title and interest in and to all of the Collateral wherever located and whether now owned or at any time hereafter acquired by such PledgorGrantor or in which such Additional Grantor now has or at any time in the future may acquire any right, title or interest, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Guaranteed Obligations; provided, however, that no Additional Guarantor described in clause (d) or (e) of the definition of Excluded Subsidiary shall be required to guarantee or make any payments in respect of any US Borrower Obligations, and provided further, that no assets that are described in clauses (8), (13) or (15) of the definition of Excluded Assets shall be used to secure any Proceeds thereof, except as provided US Borrower Obligations. Each reference to a “Grantor” or a “Guarantor” in Subsection 3.3 of the Guarantee and Collateral AgreementAgreement shall be deemed to include the Additional Grantor. The Additional Pledgor represents Guarantee and warrants to Collateral Agreement is hereby incorporated herein by reference. Except as expressly supplemented hereby, the Guarantee and Collateral Agent Agreement shall remain in full force and the other Secured Parties that this Supplemental Agreement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its termseffect.

Guarantee and Collateral Agreement. By executing and delivering this Supplemental Assumption Agreement, the Additional PledgorGrantor, as provided in Subsection 9.15 Section 8.13 of the Guarantee and Collateral Agreement, hereby (a) becomes a Pledgor under party to the Guarantee and Collateral Agreement as both a “Grantor” and a “Guarantor” thereunder with respect the same force and effect as if originally named therein as a Grantor and a Guarantor and, without limiting the generality of the foregoing, hereby expressly assumes all obligations and liabilities of a Grantor and a Guarantor thereunder, and (b) grants to the shares of Capital Stock Administrative Agent, for the benefit of the Subsidiary Secured Parties, as security for the Secured Obligations, a security interest in all of the Additional Pledgor listed Grantor’s right, title and interest in Annex 1 hereto the Collateral of the Additional Grantor, in each case whether now owned or hereafter acquired or in which the Additional Grantor now has or hereafter acquires an interest and will wherever the same may be bound by located, but subject in all respects to the terms, conditions and duties applicable to a Pledgor under exclusions set forth in the Guarantee and Collateral Agreement, as a Pledgor thereunder. The information set forth in Annex Schedule 1 hereto is hereby added to the information set forth in Schedule 2 the Schedules to the Guarantee and Collateral Agreement, and such Schedule 2 is hereby amended and modified to include such information. The Additional Pledgor hereby Grantor represents and warrants that each of the representations and warranties of such Additional Pledgor, in its capacity as a Pledgor, contained in Subsection 4.3 Section 4 of the Guarantee and Collateral Agreement (x) that is qualified by materiality is true and correct, and (y) that is not qualified by materiality, is true and correct in all material respects respects, in each case, on and as the date hereof (after giving effect to this Supplemental Assumption Agreement) as if made on and as of such date (except to the extent any such representation and warranty expressly relates to an earlier date. The Additional Pledgor hereby undertakes each of the covenants, in its capacity as a Pledgor, contained in Subsection 5.3 of the Guarantee which case such representation and Collateral Agreement. The Additional Pledgor hereby grants, as warranty was true and to the same extent as provided in the Guarantee and Collateral Agreement, to the Collateral Agent, for the benefit of the Secured Parties, a continuing security interest correct in all of the Pledged Collateral material respects as of such Additional Pledgor now owned or at any time hereafter acquired by such Pledgor, and any Proceeds thereof, except as provided in Subsection 3.3 of the Guarantee and Collateral Agreement. The Additional Pledgor represents and warrants to the Collateral Agent and the other Secured Parties that this Supplemental Agreement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its termsearlier date).

Guarantee and Collateral Agreement. By executing and delivering this Supplemental Assumption Agreement, the Additional PledgorGrantor, as provided in Subsection 9.15 Section 8.13 of the Guarantee and Collateral Agreement, (a) hereby becomes a Pledgor under party to the Guarantee and Collateral Agreement as a “Grantor” thereunder with respect the same force and effect as if originally named therein as a Grantor and, without limiting the generality of the foregoing, hereby expressly assumes all obligations and liabilities of a Grantor thereunder, and (b) hereby grants to the shares of Capital Stock Administrative Agent, for the benefit of the Subsidiary Secured Parties, as security for the Secured Obligations, a security interest in all of the Additional Pledgor listed Grantor’s right, title and interest in Annex 1 hereto any and will to all Collateral of the Additional Grantor, in each case whether now owned or hereafter acquired or in which the Additional Grantor now has or hereafter acquires an interest and wherever the same may be bound by located, but subject in all respects to the terms, conditions and duties applicable to a Pledgor under exclusions set forth in the Guarantee and Collateral Agreement, as a Pledgor thereunder. The information set forth in Annex Schedule 1 hereto is hereby added to the information set forth in Schedule 2 the Schedules to the Guarantee and Collateral Agreement, and such Schedule 2 is hereby amended and modified to include such information. The Additional Pledgor Grantor hereby represents and warrants that each of the representations and warranties of such Additional Pledgor, in its capacity as a Pledgor, contained in Subsection 4.3 Section 4 of the Guarantee and Collateral Agreement (x) that is qualified by materiality is true and correct, and (y) that is not qualified by materiality, is true and correct in all material respects respects, in each case, on and as the date hereof (after giving effect to this Supplemental Assumption Agreement) as if made on and as of such date (except to the extent any such representation and warranty expressly relates to an earlier date. The Additional Pledgor hereby undertakes each of the covenants, in its capacity as a Pledgor, contained in Subsection 5.3 of the Guarantee which case such representation and Collateral Agreement. The Additional Pledgor hereby grants, as warranty was true and to the same extent as provided in the Guarantee and Collateral Agreement, to the Collateral Agent, for the benefit of the Secured Parties, a continuing security interest correct in all of the Pledged Collateral material respects as of such Additional Pledgor now owned or at any time hereafter acquired by such Pledgor, and any Proceeds thereof, except as provided in Subsection 3.3 of the Guarantee and Collateral Agreement. The Additional Pledgor represents and warrants to the Collateral Agent and the other Secured Parties that this Supplemental Agreement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its termsearlier date).

Guarantee and Collateral Agreement. By executing and delivering this Supplemental Assumption Agreement, the Additional PledgorGrantor, as provided in Subsection 9.15 Section 8.14 of the Guarantee and Collateral Agreement, (a) hereby becomes a Pledgor under party to the Guarantee and Collateral Agreement as both a “Grantor” and a “Guarantor” thereunder with respect the same force and effect as if originally named therein as a Grantor and a Guarantor and, without limiting the generality of the foregoing, hereby expressly assumes all obligations and liabilities of a Grantor and a Guarantor thereunder, and (b) hereby grants to the shares of Capital Stock Administrative Agent, for the ratable benefit of the Subsidiary Secured Parties, as security for the Secured Obligations, a security interest in all of the Additional Pledgor listed Grantor’s right, title and interest in Annex 1 hereto any and will to all Collateral of the Additional Grantor, in each case whether now owned or hereafter acquired or in which the Additional Grantor now has or hereafter acquires an interest and wherever the same may be bound by located, but subject in all respects to the terms, conditions and duties applicable to a Pledgor under exclusions set forth in the Guarantee and Collateral Agreement, as a Pledgor thereunder. The information set forth in Annex Schedule 1 hereto is hereby added to the information set forth in Schedule 2 the Schedules to the Guarantee and Collateral Agreement, and such Schedule 2 is hereby amended and modified to include such information. The Additional Pledgor Grantor hereby represents and warrants that each of the representations and warranties of such Additional Pledgor, in its capacity as a Pledgor, contained in Subsection 4.3 Section 4 of the Guarantee and Collateral Agreement (x) that is qualified by materiality is true and correct, and (y) that is not qualified by materiality, is true and correct in all material respects respects, in each case, on and as the date hereof (after giving effect to this Supplemental Assumption Agreement) as if made on and as of such date (except to the extent any such representation and warranty expressly relates to an earlier date. The Additional Pledgor hereby undertakes each of the covenants, in its capacity as a Pledgor, contained in Subsection 5.3 of the Guarantee which case such representation and Collateral Agreement. The Additional Pledgor hereby grants, as warranty was true and to the same extent as provided in the Guarantee and Collateral Agreement, to the Collateral Agent, for the benefit of the Secured Parties, a continuing security interest correct in all of the Pledged Collateral material respects as of such Additional Pledgor now owned or at any time hereafter acquired by such Pledgor, and any Proceeds thereof, except as provided in Subsection 3.3 of the Guarantee and Collateral Agreement. The Additional Pledgor represents and warrants to the Collateral Agent and the other Secured Parties that this Supplemental Agreement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its termsearlier date).

Guarantee and Collateral Agreement. By executing and delivering this Supplemental Assumption Agreement, the Additional PledgorGranting Party, as provided in Subsection 9.15 of the ABL Guarantee and Collateral Agreement, hereby becomes a Pledgor under party to the ABL Guarantee and Collateral Agreement as a Granting Party thereunder with respect to the shares of Capital Stock same force and effect as if originally named therein as a [Guarantor] [, Grantor and Pledgor] [and Grantor] [and Pledgor]1 and, without limiting the generality of the Subsidiary foregoing, hereby expressly assumes all obligations and liabilities of the Additional Pledgor listed in Annex 1 hereto a [Guarantor] [, Grantor and will be bound by all terms, conditions Pledgor] [and duties applicable to a Pledgor under the Guarantee Grantor] [and Collateral Agreement, as a Pledgor Pledgor]2 thereunder. The information set forth in Annex 1 1-A hereto is hereby added to the information set forth in Schedule 2 Schedules [ ] to the ABL Guarantee and Collateral Agreement, and such Schedule 2 is Schedules are hereby amended and modified to include such information. The Additional Pledgor Granting Party hereby represents and warrants that each of the representations and warranties of such Additional PledgorGranting Party, in its capacity capacities as a Guarantor [, Grantor and Pledgor, ] [and Grantor] [and Pledgor],3 contained in Subsection 4.3 Section 4 of the ABL Guarantee and Collateral Agreement is true and correct in all material respects on and as the date hereof (after giving effect to this Supplemental Assumption Agreement) as if made on and as of such date. The Each Additional Pledgor hereby undertakes each of the covenants, in its capacity as a Pledgor, contained in Subsection 5.3 of the Guarantee and Collateral Agreement. The Additional Pledgor Granting Party hereby grants, as and to the same extent as provided in the ABL Guarantee and Collateral Agreement, to the Collateral Agent, for the benefit of the Secured Parties, a continuing security interest in all the [Collateral (as such term is defined in Subsection 3.1 of the ABL Guarantee and Collateral Agreement) of such Additional Granting Party] [and] [the Pledged Collateral (as such term is defined in the ABL Guarantee and Collateral Agreement) of such Additional Pledgor now owned or at any time hereafter acquired by such Pledgor, and any Proceeds thereofGranting Party, except as provided in Subsection 3.3 of the ABL Guarantee and Collateral Agreement. The Additional Pledgor represents and warrants to the Collateral Agent and the other Secured Parties that this Supplemental Agreement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms].

Guarantee and Collateral Agreement. By executing and delivering this Supplemental AgreementAmendment, New Parent Guarantor (a) hereby becomes a party to the Additional PledgorGuarantee and Collateral Agreement as a “Grantor” and “Guarantor” thereunder with the same force and effect as if originally named therein as a Grantor and Guarantor and, without limiting the generality of the foregoing, hereby expressly assumes all obligations and liabilities of a Grantor and Guarantor thereunder and under the other Loan Documents, and (b) hereby grants to the Administrative Agent, for the ratable benefit of the Secured Parties, as provided security for the Obligations, a security interest in Subsection 9.15 all of such Person’s right, title and interest in any and to all Collateral of such Person, in each case whether now owned or hereafter acquired or in which such Person now has or hereafter acquires an interest and wherever the same may be located, but subject in all respects to the terms, conditions and exclusions set forth in the Guarantee and Collateral Agreement, hereby becomes a Pledgor under . The schedules to the Guarantee and Collateral Agreement with respect to the shares of Capital Stock of the Subsidiary of the Additional Pledgor listed in Annex 1 hereto and will be bound by all terms, conditions and duties applicable to a Pledgor under the Guarantee and Collateral Agreement, are hereby supplemented as a Pledgor thereunder. The information set forth in Annex 1 hereto is hereby added to the information set forth in Schedule 2 to the Guarantee and Collateral Agreement, and such Schedule 2 is hereby amended and modified to include such informationExhibit A attached hereto. The Additional Pledgor New Parent Guarantor hereby represents and warrants that each of the representations and warranties of such Additional Pledgor, in its capacity as a Pledgor, contained in Subsection 4.3 Section 4 of the Guarantee and Collateral Agreement (x) that is qualified by materiality is true and correct in all material respects respects, and (y) that is not qualified by materiality, is true and correct in all respects, in each case, on and as the date hereof (after giving effect to this Supplemental AgreementAmendment) as if made on and as of such date (except to the extent any such representation and warranty expressly relates to an earlier date. The Additional Pledgor hereby undertakes each of the covenants, in its capacity as a Pledgor, contained which case such representation and warranty was true and correct in Subsection 5.3 of the Guarantee and Collateral Agreement. The Additional Pledgor hereby grantsall material respects (or all respects, as and to the same extent applicable) as provided in the Guarantee and Collateral Agreement, to the Collateral Agent, for the benefit of the Secured Parties, a continuing security interest in all of the Pledged Collateral of such Additional Pledgor now owned or at any time hereafter acquired by such Pledgor, and any Proceeds thereof, except as provided in Subsection 3.3 of the Guarantee and Collateral Agreement. The Additional Pledgor represents and warrants to the Collateral Agent and the other Secured Parties that this Supplemental Agreement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its termsearlier date).

Guarantee and Collateral Agreement. By executing and delivering this Supplemental Assumption Agreement, the Additional PledgorGrantor, as provided in Subsection 9.15 Section 8.14 of the Guarantee and Collateral Agreement, (a) hereby becomes a Pledgor under party to the Guarantee and Collateral Agreement as a Grantor thereunder with respect the same force and effect as if originally named therein as a Grantor and, without limiting the generality of the foregoing, hereby expressly assumes all obligations and liabilities of a Grantor thereunder, and (b) hereby grants to the shares of Capital Stock Administrative Agent, for the benefit of the Subsidiary Secured Parties, as security for the Obligations of such Additional Grantor, a security interest in all of the Additional Pledgor listed Grantor’s right, title and interest in Annex 1 hereto any and will to all Collateral of Additional Grantor, in each case whether now owned or hereafter acquired or in which Additional Grantor now has or hereafter acquires an interest and wherever the same may be bound by located, but subject in all respects to the terms, conditions and duties applicable to a Pledgor under exclusions set forth in the Guarantee and Collateral Agreement, as a Pledgor thereunder. The information set forth in Annex 1 1-A hereto is hereby added to the information set forth in Schedule 2 the Schedules to the Guarantee and Collateral Agreement, and such Schedule 2 is hereby amended and modified to include such information. The Additional Pledgor Grantor hereby represents and warrants that each of the representations and warranties of such Additional Pledgor, in its capacity as a Pledgor, contained in Subsection 4.3 Section 4 of the Guarantee and Collateral Agreement is true and correct in all material respects (solely as to the Additional Grantor) on and as the date hereof (after giving effect to this Supplemental Assumption Agreement) as if made on and as of such date. The Additional Pledgor hereby undertakes each of the covenants, in its capacity as a Pledgor, contained in Subsection 5.3 of the Guarantee and Collateral Agreement. The Additional Pledgor hereby grants, as and to the same extent as provided in the Guarantee and Collateral Agreement, to the Collateral Agent, for the benefit of the Secured Parties, a continuing security interest in all of the Pledged Collateral of such Additional Pledgor now owned or at any time hereafter acquired by such Pledgor, and any Proceeds thereof, except as provided in Subsection 3.3 of the Guarantee and Collateral Agreement. The Additional Pledgor represents and warrants to the Collateral Agent and the other Secured Parties that this Supplemental Agreement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms.

Guarantee and Collateral Agreement. By executing and delivering this Supplemental Assumption Agreement, the Additional PledgorGrantor, as provided in Subsection 9.15 Section 8.15 of the Guarantee and Collateral Agreement, hereby becomes a Pledgor under party to the Guarantee and Collateral Agreement as a Grantor thereunder with respect the same force and effect as if originally named therein as a Guarantor [, Grantor and Granting Party]2 [and Grantor] [and Granting Party] and, without limiting the generality of the foregoing, hereby expressly assumes all obligations and liabilities of a Guarantor [, Grantor and Granting Party] [and Grantor] [and Granting Party]3 thereunder. Without limiting the generality of the foregoing, the Additional Grantor hereby grants and pledges to the shares of Capital Stock Agent, as collateral security for the full payment (whether at stated maturity, by acceleration or otherwise) of the Subsidiary Obligations, a Lien on and security interest in, all of the Additional Pledgor listed in Annex 1 hereto its right, title and will be bound by all termsinterest in, conditions to and duties applicable to a Pledgor under the Guarantee Collateral and Collateral Agreementexpressly assumes all obligations and liabilities of a Guarantor [, as a Pledgor Grantor and Granting Party][and Grantor][and Granting Party] thereunder. The information set forth in Annex 1 1-A hereto is hereby added to the information set forth in Schedule 2 Schedules to the Guarantee and Collateral Agreement, and such Schedule 2 is Schedules are hereby amended and modified to include such information. The Additional Pledgor Grantor hereby represents and warrants that each of the representations and warranties of such Additional PledgorGrantor, in its capacity capacities as a PledgorGuarantor [, Grantor and Granting Party] [and Grantor] [and Granting Party],4 contained in Subsection 4.3 Section 4 of the Guarantee and Collateral Agreement is true and correct in all material respects on and as the date hereof (after giving effect to this Supplemental Assumption Agreement) as if made on and as of such date. The Additional Pledgor Grantor Party also hereby undertakes each of provides the covenants, authorizations set forth in its capacity as a Pledgor, contained in Subsection 5.3 Section 7.3 of the Guarantee and Collateral Agreement. The Additional Pledgor hereby grants, as and Agreement with respect to the same extent as provided in filings described therein (including, without limitation, authorization for the Guarantee and Collateral Agreement, Agent to file Uniform Commercial Code financing statements describing the Collateral Agent, for the benefit of the Secured Parties, a continuing security interest as “all personal property” or “all assets,” in all of the Pledged Collateral of such Additional Pledgor each case “now owned or at any time hereafter acquired by such Pledgor, and any Proceeds thereof, except as provided the Grantor or in Subsection 3.3 of which the Guarantee and Collateral Agreement. The Additional Pledgor represents and warrants to the Collateral Agent and the other Secured Parties that this Supplemental Agreement Grantor otherwise has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its termsrights”).

Guarantee and Collateral Agreement. By executing and delivering this Supplemental Assumption Agreement, the Additional PledgorGrantor, as provided in Subsection 9.15 Section 8.15 of the Guarantee and Collateral Agreement, hereby becomes a Pledgor under party to the Guarantee and Collateral Agreement as a Grantor thereunder with respect the same force and effect as if originally named therein as a Grantor and, without limiting the generality of the foregoing, hereby expressly assumes all obligations and liabilities of a Grantor thereunder. In furtherance of the foregoing, the Additional Grantor hereby assigns and transfers to the shares of Capital Stock Administrative Agent, and hereby grants to the Administrative Agent, for the benefit of the Subsidiary Secured Parties, a security interest in, all of the Additional Pledgor listed Collateral (as defined in Annex 1 hereto and will be bound by all terms, conditions and duties applicable to a Pledgor under the Guarantee and Collateral Agreement) now owned or at any time hereafter acquired by the Additional Grantor or in which the Additional Grantor now has or at any time in the future may acquire any right, title or interest, as a Pledgor thereundercollateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Additional Grantor’s Obligations (as defined in the Guarantee and Collateral Agreement). The information set forth in Annex 1 Annexes 2 and 4 [and [ ]] hereto is hereby added to the information set forth in Schedule Schedules 2 and 4 [and [ ]] to the Guarantee and Collateral Agreement, and such Schedule 2 is hereby amended and modified to include such information. The Additional Pledgor Grantor hereby represents and warrants that each of the representations and warranties of such Additional Pledgor, in its capacity as a Pledgor, contained in Subsection 4.3 Section 4 of the Guarantee and Collateral Agreement is true and correct in all material respects on and as the date hereof (after giving effect to this Supplemental Assumption Agreement) as if made on and as of such date. The Additional Pledgor hereby undertakes each of the covenants, in its capacity as a Pledgor, contained in Subsection 5.3 of the Guarantee and Collateral Agreement. The Additional Pledgor hereby grants, as and to the same extent as provided in the Guarantee and Collateral Agreement, to the Collateral Agent, for the benefit of the Secured Parties, a continuing security interest in all of the Pledged Collateral of such Additional Pledgor now owned or at any time hereafter acquired by such Pledgor, and any Proceeds thereof, except as provided in Subsection 3.3 of the Guarantee and Collateral Agreement. The Additional Pledgor represents and warrants to the Collateral Agent and the other Secured Parties that this Supplemental Agreement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms.

Guarantee and Collateral Agreement. By executing and delivering this Supplemental Assumption Agreement, the Additional PledgorGranting Party, as provided in Subsection 9.15 of the Term Loan Guarantee and Collateral Agreement, hereby becomes a Pledgor under party to the Term Loan Guarantee and Collateral Agreement as a Granting Party thereunder with respect to the shares of Capital Stock same force and effect as if originally named therein as a [Guarantor] [, Grantor and Pledgor] [and Grantor] [and Pledgor]2 and, without limiting the generality of the Subsidiary foregoing, hereby expressly assumes all obligations and liabilities of the Additional Pledgor listed in Annex 1 hereto a [Guarantor] [, Grantor and will be bound by all terms, conditions Pledgor] [and duties applicable to a Pledgor under the Guarantee Grantor] [and Collateral Agreement, as a Pledgor Pledgor]3 thereunder. The information set forth in Annex 1 1-A hereto is hereby added to the information set forth in Schedule 2 Schedules [ ] to the Term Loan Guarantee and Collateral Agreement, and such Schedule 2 is Schedules are hereby amended and modified to include such information. The Additional Pledgor Granting Party hereby represents and warrants that each of the representations and warranties of such Additional PledgorGranting Party, in its capacity capacities as a Guarantor [, Grantor and Pledgor, ] [and Grantor] [and Pledgor],4 contained in Subsection 4.3 Section 4 of the Term Loan Guarantee and Collateral Agreement is true and correct in all material respects on and as the date hereof (after giving effect to this Supplemental Assumption Agreement) as if made on and as of such date. The Each Additional Pledgor hereby undertakes each of the covenants, in its capacity as a Pledgor, contained in Subsection 5.3 of the Guarantee and Collateral Agreement. The Additional Pledgor Granting Party hereby grants, as and to the same extent as provided in the Term Loan Guarantee and Collateral Agreement, to the Collateral Agent, for the benefit of the Secured Parties, a continuing security interest in all the [Collateral (as such term is defined in Subsection 3.1 of the Term Loan Guarantee and Collateral Agreement) of such Additional Granting Party] [and] [the Pledged Collateral (as such term is defined in the Term Loan Guarantee and Collateral Agreement) of such Additional Pledgor now owned or at any time hereafter acquired by such Pledgor, and any Proceeds thereofGranting Party, except as provided in Subsection 3.3 of the Term Loan Guarantee and Collateral Agreement. The Additional Pledgor represents and warrants to the Collateral Agent and the other Secured Parties that this Supplemental Agreement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms].

Guarantee and Collateral Agreement. By executing and delivering this Supplemental Assumption Agreement, the Additional PledgorGrantor, as provided in Subsection 9.15 Section 8.13 of the Guarantee and Collateral Agreement, (a) hereby becomes a Pledgor under party to the Guarantee and Collateral Agreement as both a “Grantor” and a “Guarantor” thereunder with respect the same force and effect as if originally named therein as a Grantor and a Guarantor and, without limiting the generality of the foregoing, hereby expressly assumes all obligations and liabilities of a Grantor and a Guarantor thereunder, and (b) hereby grants to the shares of Capital Stock Administrative Agent, for the benefit of the Subsidiary Secured Parties, as security for the Secured Obligations, a security interest in all of the Additional Pledgor listed Grantor’s right, title and interest in Annex 1 hereto any and will to all Collateral of the Additional Grantor, in each case whether now owned or hereafter acquired or in which the Additional Grantor now has or hereafter acquires an interest and wherever the same may be bound by located, but subject in all respects to the terms, conditions and duties applicable to a Pledgor under exclusions set forth in the Guarantee and Collateral Agreement, as a Pledgor thereunder. The information set forth in Annex Schedule 1 hereto is hereby added to the information set forth in Schedule 2 the Schedules to the Guarantee and Collateral Agreement, and such Schedule 2 is hereby amended and modified to include such information. The Additional Pledgor Grantor hereby represents and warrants that each of the representations and warranties of such Additional Pledgor, in its capacity as a Pledgor, contained in Subsection 4.3 Section 4 of the Guarantee and Collateral Agreement (x) that is qualified by materiality is true and correct, and (y) that is not qualified by materiality, is true and correct in all material respects respects, in each case, on and as the date hereof (after giving effect to this Supplemental Assumption Agreement) as if made on and as of such date (except to the extent any such representation and warranty expressly relates to an earlier date. The Additional Pledgor hereby undertakes each of the covenants, in its capacity as a Pledgor, contained in Subsection 5.3 of the Guarantee which case such representation and Collateral Agreement. The Additional Pledgor hereby grants, as warranty was true and to the same extent as provided in the Guarantee and Collateral Agreement, to the Collateral Agent, for the benefit of the Secured Parties, a continuing security interest correct in all of the Pledged Collateral material respects as of such Additional Pledgor now owned or at any time hereafter acquired by such Pledgor, and any Proceeds thereof, except as provided in Subsection 3.3 of the Guarantee and Collateral Agreement. The Additional Pledgor represents and warrants to the Collateral Agent and the other Secured Parties that this Supplemental Agreement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its termsearlier date).

Guarantee and Collateral Agreement. By executing and delivering this Supplemental Assumption Agreement, the [the][each] Additional PledgorGranting Party, as provided in Subsection 9.15 of the Guarantee and Collateral Agreement, hereby becomes a Pledgor under party to the Guarantee and Collateral Agreement as a Granting Party thereunder with respect to the shares of Capital Stock same force and effect as if originally named therein as a [Guarantor] [, Grantor and Pledgor] [and Grantor] [and Pledgor]6 and, without limiting the generality of the Subsidiary foregoing, hereby expressly assumes all obligations and liabilities of the Additional Pledgor listed in Annex 1 hereto a [Guarantor] [, Grantor and will be bound by all terms, conditions Pledgor] [and duties applicable to a Pledgor under the Guarantee Grantor] [and Collateral Agreement, as a Pledgor Pledgor]7 thereunder. The information set forth in Annex 1 1-A hereto is hereby added to the information set forth in Schedule 2 Schedules [ ] to the Guarantee and Collateral Agreement, and such Schedule 2 is Schedules are hereby amended and modified to include such information. The [The][Each] Additional Pledgor Granting Party hereby represents and warrants that each of the representations and warranties of such Additional PledgorGranting Party, in its capacity capacities as a Guarantor [, Grantor and Pledgor, ] [and Grantor] [and Pledgor],8 contained in Subsection 4.3 Section 4 of the Guarantee and Collateral Agreement is true and correct in all material respects on and as the date hereof (after giving effect to this Supplemental Assumption Agreement) as if made on and as of such date. The Each Additional Pledgor hereby undertakes each of the covenants, in its capacity as a Pledgor, contained in Subsection 5.3 of the Guarantee and Collateral Agreement. The Additional Pledgor Granting Party hereby grants, as and to the same extent as provided in the Guarantee and Collateral Agreement, to the Collateral Agent, for the benefit of the Secured Parties, a continuing security interest in all the [Collateral (as such term is defined in Subsection 3.1 of the Guarantee and Collateral Agreement) of such Additional Granting Party] [and] [the Pledged Collateral (as such term is defined in the Guarantee and Collateral Agreement) of such Additional Pledgor now owned or at any time hereafter acquired by such Pledgor, and any Proceeds thereofGranting Party, except as provided in Subsection 3.3 of the Guarantee and Collateral Agreement. The Additional Pledgor represents and warrants to the Collateral Agent and the other Secured Parties that this Supplemental Agreement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms].

Guarantee and Collateral Agreement. By executing and delivering this Supplemental Agreement, the Additional Pledgor, as provided in Subsection 9.15 of the ABL Guarantee and Collateral Agreement, hereby becomes a Pledgor under the ABL Guarantee and Collateral Agreement with respect to the shares of Capital Stock of the Subsidiary of the Additional Pledgor listed in Annex 1 hereto and will be bound by all terms, conditions and duties applicable to a Pledgor under the ABL Guarantee and Collateral Agreement, as a Pledgor thereunder. The information set forth in Annex 1 hereto is hereby added to the information set forth in Schedule 2 to the ABL Guarantee and Collateral Agreement, and such Schedule 2 is hereby amended and modified to include such information. The Additional Pledgor hereby represents and warrants that each of the representations and warranties of such Additional Pledgor, in its capacity as a Pledgor, contained in Subsection 4.3 of the ABL Guarantee and Collateral Agreement is true and correct in all material respects on and as the date hereof (after giving effect to this Supplemental Agreement) as if made on and as of such date. The Additional Pledgor hereby undertakes each of the covenants, in its capacity as a Pledgor, contained in Subsection 5.3 of the ABL Guarantee and Collateral Agreement. The Additional Pledgor hereby grants, as and to the same extent as provided in the ABL Guarantee and Collateral Agreement, to the Collateral Agent, for the benefit of the Secured Parties, a continuing security interest in all of the Pledged Collateral of such Additional Pledgor now owned or at any time hereafter acquired by such Pledgor, and any Proceeds thereof, except as provided in Subsection 3.3 of the ABL Guarantee and Collateral Agreement. The Additional Pledgor represents and warrants to the Collateral Agent and the other Secured Parties that this Supplemental Agreement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms.

Guarantee and Collateral Agreement. By executing and delivering this Supplemental Assumption Agreement, the [the][each] Additional PledgorGranting Party, as provided in Subsection Section 9.15 of the Guarantee and Collateral Agreement, hereby becomes a Pledgor under party to the Guarantee and Collateral Agreement as a Granting Party thereunder with respect to the shares of Capital Stock same force and effect as if originally named therein as a Guarantor[, Grantor and Pledgor] [and Grantor] [and Pledgor] 1 and, without limiting the generality of the Subsidiary foregoing, hereby expressly assumes all obligations and liabilities of the Additional Pledgor listed in Annex 1 hereto a Guarantor[, Grantor and will be bound by all terms, conditions Pledgor] [and duties applicable to a Pledgor under the Guarantee Grantor] [and Collateral Agreement, as a Pledgor Pledgor] 2 thereunder. The information set forth in Annex 1 1-A hereto is hereby added to the information set forth in Schedule 2 Schedules ____________ to the Guarantee and Collateral Agreement, and such Schedule 2 is Schedules are hereby amended and modified to include such information. The [The][Each] Additional Pledgor Granting Party hereby represents and warrants that each of the representations and warranties of such Additional PledgorGranting Party, in its capacity capacities as a Guarantor[, Grantor and Pledgor] [and Grantor] [and Pledgor], 3 contained in Subsection 4.3 Section 4 of the Guarantee and Collateral Agreement Agreement, is true and correct in all material respects on and as the date hereof (after giving effect to this Supplemental Assumption Agreement) as if made on and as of such date. The Each Additional Pledgor hereby undertakes each of the covenants, in its capacity as a Pledgor, contained in Subsection 5.3 of the Guarantee and Collateral Agreement. The Additional Pledgor Granting Party hereby grants, as and to the same extent as provided in the Guarantee and Collateral Agreement, to the Collateral Agent, for the benefit of the Secured Parties, a continuing security interest in all the [Collateral (as such term is defined in Section 3.1 of the Guarantee and Collateral Agreement) of such Additional Granting Party] [and] [the Pledged Collateral (as such term is defined in the Guarantee and Collateral Agreement) of such Additional Pledgor now owned or at any time hereafter acquired by such Pledgor, and any Proceeds thereofGranting Party, except as provided in Subsection Section 3.3 of the Guarantee and Collateral Agreement]. The 1 Indicate the capacities in which the Additional Pledgor represents and warrants to the Collateral Agent and the other Secured Parties that this Supplemental Agreement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its termsGranting Party is becoming a Grantor.

Guarantee and Collateral Agreement. By executing and delivering this Supplemental 39 Agreement, the Additional Pledgor, as provided in Subsection 9.15 of the Guarantee and 40 Collateral Agreement, hereby becomes a Pledgor under the Guarantee and Collateral Agreement 41 with respect to the shares of Capital Stock of the Subsidiary of the Additional Pledgor listed in 42 Annex 1 hereto and will be bound by all terms, conditions and duties applicable to a Pledgor 43 under the Guarantee and Collateral Agreement, as a Pledgor thereunder. The information set 44 forth in Annex 1 hereto is hereby added to the information set forth in Schedule 2 to the 45 Guarantee and Collateral Agreement, and such Schedule 2 is hereby amended and modified to 46 include such information. The Additional Pledgor hereby represents and warrants that each of 47 the representations and warranties of such Additional Pledgor, in its capacity as a Pledgor, 48 contained in Subsection 4.3 of the Guarantee and Collateral Agreement is true and correct in all 49 material respects on and as the date hereof (after giving effect to this Supplemental Agreement) 50 as if made on and as of such date. The Additional Pledgor hereby undertakes each of the 51 covenants, in its capacity as a Pledgor, contained in Subsection 5.3 of the Guarantee and 52 Collateral Agreement. The Additional Pledgor hereby grants, as and to the same extent as 53 provided in the Guarantee and Collateral Agreement, to the Collateral Agent, for the benefit of 54 the Secured Parties, a continuing security interest in all of the Pledged Collateral of such 55 Additional Pledgor now owned or at any time hereafter acquired by such Pledgor, and any 56 Proceeds thereof, except as provided in Subsection 3.3 of the Guarantee and Collateral 57 Agreement. The Additional Pledgor represents and warrants to the Collateral Agent and the 58 other Secured Parties that this Supplemental Agreement has been duly authorized, executed and 59 delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in 60 accordance with its terms.

Guarantee and Collateral Agreement. By executing (a) Assuming that the Guarantee and delivering Collateral Agreement is governed by the laws of the State for the purpose of rendering the opinion set forth in this Supplemental Agreementsubparagraph (a), the Additional PledgorGuarantee and Collateral Agreement is in proper form under the applicable laws of the State to (i) create and constitute a valid security interest in, as provided lien on or pledge of the Collateral described therein and (ii) be enforceable against each pledgor named therein in Subsection 9.15 accordance with its terms. 1. Assuming that the Financing Statements and Other Filings relating to the Guarantee and Collateral Agreement have been properly filed with the offices identified in Schedule A attached hereto, the security interest, lien or pledge created by the Guarantee and Collateral Agreement on the Collateral is duly perfected, except that a security interest in or pledge of [specify collateral]/12/ cannot be perfected by filing Financing Statements or Other Filings, but must be perfected by taking physical possession thereof. The Financing Statements adequately identify the Collateral described therein to provide sufficient notice to third parties of the security interest referenced therein. 2. The filing of the Financing Statements and Other Filings in the offices identified in Schedule A attached hereto are the only actions, recordings or filings necessary to publish notice and protect the validity of and to establish of record the rights of the parties under the Guarantee and Collateral Agreement, hereby becomes a Pledgor except that continuation statements under the UCC are required to be filed within ____ months prior to the expiration of ____ years from the date of filing of the Financing Statements. 3. Subject to appropriate continuation of perfection under the UCC as set forth in subparagraph 1(c) above, the priority of the security interest in, lien on or pledge of the Collateral created by the Guarantee and Collateral Agreement with respect to any Future Advance secured thereby made or deemed to have been made after the shares date of Capital Stock of the Subsidiary of the Additional Pledgor listed in Annex 1 hereto execution and will be bound by all terms, conditions and duties applicable to a Pledgor under the Guarantee and Collateral Agreement, as a Pledgor thereunder. The information set forth in Annex 1 hereto is hereby added to the information set forth in Schedule 2 to the Guarantee and Collateral Agreement, and such Schedule 2 is hereby amended and modified to include such information. The Additional Pledgor hereby represents and warrants that each of the representations and warranties of such Additional Pledgor, in its capacity as a Pledgor, contained in Subsection 4.3 delivery of the Guarantee and Collateral Agreement is true and correct in all material respects on and will be the same as the date hereof (after giving effect to this Supplemental Agreement) as if made on and as of such date. The Additional Pledgor hereby undertakes each of the covenants, in its capacity as a Pledgor, contained in Subsection 5.3 priority of the Guarantee and Collateral Agreement. The Additional Pledgor hereby grants, as Agreement applicable on the date of execution and delivery thereof and such priority will not be affected by the rights in and to the same Collateral of any third party whose interest in the Collateral attached thereto after the date of such execution and delivery but prior to the date of such Future Advance.]/13/ ------------------------- /12/ To the extent as provided the laws of the State govern perfection of Collateral of the type perfected by possession or control under the UCC, appropriate enforceability, creation and perfection opinions must be included. Counsel in the State in which Collateral will be possessed [New York] should opine on perfection of security interests in possessory collateral (e.g., stock certificates, intercompany notes) and the Guarantee and Collateral Agreement, to the Collateral Agent, for the benefit of the Secured Parties, a continuing security interest in all of the Pledged Collateral of such Additional Pledgor now owned or at any time hereafter acquired by such Pledgor, and any Proceeds thereof, except as provided in Subsection 3.3 of the Guarantee and Collateral Agreement. The Additional Pledgor represents and warrants to the Collateral Agent and the other Secured Parties that this Supplemental Agreement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms.

Guarantee and Collateral Agreement. By executing and delivering this Supplemental Assumption Agreement, the Additional PledgorGuarantor, as provided in Subsection 9.15 Section 8.11 of the Guarantee and Collateral Agreement, hereby becomes a Pledgor under party to the Guarantee and Collateral Agreement as a Guarantor thereunder with respect the same force and effect as if originally named therein as a Guarantor and, without limiting the generality of the foregoing, hereby expressly assumes all obligations and liabilities of a Guarantor thereunder. In furtherance of the foregoing, the Additional Guarantor, as security for the payment and performance in full of the Obligations, does (x) hereby create and grant to the shares of Capital Stock Trustee for the benefit of the Subsidiary Secured Parties a security interest in all of the Additional Pledgor listed Guarantor’s right, title and interest in Annex 1 hereto and will be bound to the Collateral of the Additional Guarantor and (y) jointly and severally with the other Guarantors, unconditionally and irrevocably hereby guarantee the prompt and complete payment and performance by the Co-Issuers when due (whether at the stated maturity by acceleration or otherwise, but after giving effect to all terms, conditions and duties applicable grace periods) of the Co-Issuer Obligations. Each reference to a Pledgor under “Guarantor” in the Guarantee and Collateral Agreement, as a Pledgor thereunderAgreement shall be deemed to include the Additional Guarantor. The Guarantee and Collateral Agreement is hereby incorporated herein by reference. The information set forth in Annex 1 1-A hereto (A) is true and correct as of the date hereof in all material respects and (B) is hereby added to the information set forth in Schedule 2 4.5 to the Guarantee and Collateral Agreement, Agreement and such Schedule 2 is hereby amended and modified to include such informationshall be deemed so amended. The Additional Pledgor Guarantor hereby represents and warrants that each of the representations and warranties of such Additional Pledgor, in its capacity as a Pledgor, contained in Subsection 4.3 Section 4 of the Guarantee and Collateral Agreement applicable to it is true and correct in all material respects on and as the date hereof (after giving effect to this Supplemental Assumption Agreement) as if made on and as of such date. The Additional Pledgor hereby undertakes each of the covenants, in its capacity as a Pledgor, contained in Subsection 5.3 of the Guarantee and Collateral Agreement. The Additional Pledgor hereby grants, as and to the same extent as provided in the Guarantee and Collateral Agreement, to the Collateral Agent, for the benefit of the Secured Parties, a continuing security interest in all of the Pledged Collateral of such Additional Pledgor now owned or at any time hereafter acquired by such Pledgor, and any Proceeds thereof, except as provided in Subsection 3.3 of the Guarantee and Collateral Agreement. The Additional Pledgor represents and warrants to the Collateral Agent and the other Secured Parties that this Supplemental Agreement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms.

Guarantee and Collateral Agreement. By executing and delivering this Supplemental Assumption Agreement, the Additional PledgorGuarantor, as provided in Subsection 9.15 Section 8.11 of the Guarantee and Collateral Agreement, hereby becomes a Pledgor under party to the Guarantee and Collateral Agreement as a Guarantor thereunder with respect the same force and effect as if originally named therein as a Guarantor and, without limiting the generality of the foregoing, hereby expressly assumes all obligations and liabilities of a Guarantor thereunder. In furtherance of the foregoing, the Additional Guarantor, as security for the payment and performance in full of the Co-Issuer Obligations, does (x) hereby create and grant to the shares of Capital Stock Trustee for the benefit of the Subsidiary Secured Parties a security interest in all of the Additional Pledgor listed Guarantor’s right, title and interest in Annex 1 hereto and will be bound by all terms, conditions and duties applicable to a Pledgor under the Collateral of the Additional Guarantor in accordance with the terms of the Guarantee and Collateral AgreementAgreement and subject to the exceptions set forth therein and (y) jointly and severally with the other Guarantors, as unconditionally and irrevocably hereby guarantee the prompt and complete payment and performance by the Co-Issuers when due (whether at the stated maturity, by acceleration or otherwise, but after giving effect to all applicable grace periods) of the Co-Issuer Obligations. Each reference to a Pledgor thereunder“Guarantor” in the Guarantee and Collateral Agreement shall be deemed to include the Additional Guarantor. The Guarantee and Collateral Agreement is hereby incorporated herein by reference. The information set forth in Annex 1 1-A hereto (A) is true and correct as of the date hereof in all material respects and (B) is hereby added to the information set forth in Schedule 2 4.5 to the Guarantee and Collateral Agreement, Agreement and such Schedule 2 is hereby amended and modified to include such informationshall be deemed so amended. The Additional Pledgor Guarantor hereby represents and warrants that each of the representations and warranties of such Additional Pledgor, in its capacity as a Pledgor, contained in Subsection 4.3 Section 4 of the Guarantee and Collateral Agreement applicable to it is true and correct in all material respects on and as the date hereof (after giving effect to this Supplemental Assumption Agreement) as if made on and as of such date. The Additional Pledgor hereby undertakes each of the covenants, in its capacity as a Pledgor, contained in Subsection 5.3 of the Guarantee and Collateral Agreement. The Additional Pledgor hereby grants, as and to the same extent as provided in the Guarantee and Collateral Agreement, to the Collateral Agent, for the benefit of the Secured Parties, a continuing security interest in all of the Pledged Collateral of such Additional Pledgor now owned or at any time hereafter acquired by such Pledgor, and any Proceeds thereof, except as provided in Subsection 3.3 of the Guarantee and Collateral Agreement. The Additional Pledgor represents and warrants to the Collateral Agent and the other Secured Parties that this Supplemental Agreement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms.

Guarantee and Collateral Agreement. By executing and delivering this Supplemental Assumption Agreement, the Additional PledgorGrantor, as provided in Subsection 9.15 Section 8.22 of the Guarantee and Collateral Agreement, hereby becomes a Pledgor under party to the Guarantee and Collateral Agreement as a Guarantor and Grantor thereunder with respect to the shares of Capital Stock same force and effect as if originally named therein as a Guarantor and Grantor and, without limiting the generality of the Subsidiary foregoing, hereby expressly assumes all obligations of the Additional Pledgor listed in Annex 1 hereto a Guarantor and will be bound by all terms, conditions and duties applicable to a Pledgor under the Guarantee and Collateral Agreement, as a Pledgor Grantor thereunder. The information set forth in Annex 1 1-A hereto is hereby added to the information set forth in Schedule 2 the applicable Schedules to the Perfection Certificate and hereby grants to the Administrative Agent, for the benefit of the Secured Parties, as collateral security for the prompt and complete payment or performance when due of the Obligations, a security interest in all of the Collateral (it being understood that, as provided in the Guarantee and Collateral Agreement, and such Schedule 2 is hereby amended and modified to “Collateral” does not include such informationany Excluded Property). The Additional Pledgor Grantor hereby represents and warrants that (i) each of the representations and warranties of such Additional Pledgor, in its capacity as a Pledgor, contained in Subsection 4.3 Article IV of the Guarantee and Collateral Agreement with respect to itself is true and correct in all material respects (other than in the case of representations qualified by materiality, in which case such representations shall be true and correct) on and as the date hereof (after giving effect to this Supplemental Assumption Agreement) as if made on and as of such date. The date and (ii) when financing statements naming such Additional Pledgor hereby undertakes each Grantor as debtor and the Administrative Agent as secured party and providing a description of the covenantsCollateral with respect to which such Additional Grantor has purported to grant a security interest hereunder have been filed in the appropriate offices against such Additional Grantor in the locations listed on Annex 1-B hereto, the Administrative Agent will have a fully perfected first priority security interest, subject only to Permitted Liens, in its capacity as a Pledgor, contained in Subsection 5.3 that Collateral of the Guarantee and Collateral Agreement. The Additional Pledgor hereby grants, as and to the same extent as provided Grantor in which a security interest may be perfected by filing of an initial financing statement in the Guarantee and Collateral Agreement, to the Collateral Agent, for the benefit of the Secured Parties, a continuing security interest in all of the Pledged Collateral of appropriate office against such Additional Pledgor now owned or at any time hereafter acquired by such Pledgor, and any Proceeds thereof, except as provided in Subsection 3.3 of the Guarantee and Collateral Agreement. The Additional Pledgor represents and warrants to the Collateral Agent and the other Secured Parties that this Supplemental Agreement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms.Grantor.1

Guarantee and Collateral Agreement. By executing and delivering this Supplemental Assumption Agreement, the Additional PledgorGuarantor, as provided in Subsection 9.15 Section 8.11 of the Guarantee and Collateral Agreement, hereby becomes a Pledgor under party to the Guarantee and Collateral Agreement as a Guarantor thereunder with respect the same force and effect as if originally named therein as a Guarantor and, without limiting the generality of the foregoing, hereby expressly assumes all obligations and liabilities of a Guarantor thereunder. In furtherance of the foregoing, the Additional Guarantor, as security for the payment and performance in full of the Obligations, does (x) hereby create and grant to the shares of Capital Stock Trustee for the benefit of the Subsidiary Secured Parties a security interest in all of the Additional Pledgor listed Guarantor’s right, title and interest in Annex 1 hereto and will be bound by all terms, conditions and duties applicable to a Pledgor under the Collateral of the Additional Guarantor in accordance with the terms of the Guarantee and Collateral AgreementAgreement and subject to the exceptions set forth therein and (y) jointly and severally with the other Guarantors, as unconditionally and irrevocably hereby guarantee the prompt and complete payment and performance by the Issuer when due (whether at the stated maturity, by acceleration or otherwise, but after giving effect to all applicable grace periods) of the Issuer Obligations. Each reference to a Pledgor thereunder“Guarantor” in the Guarantee and Collateral Agreement shall be deemed to include the Additional Guarantor. The Guarantee and Collateral Agreement is hereby incorporated herein by reference. The information set forth in Annex 1 1-A hereto (A) is true and correct as of the date hereof in all material respects and (B) is hereby added to the information set forth in Schedule 2 4.5 to the Guarantee and Collateral Agreement, Agreement and such Schedule 2 is hereby amended and modified to include such informationshall be deemed so amended. The Additional Pledgor Guarantor hereby represents and warrants that each of the representations and warranties of such Additional Pledgor, in its capacity as a Pledgor, contained in Subsection 4.3 Section 4 of the Guarantee and Collateral Agreement applicable to it is true and correct in all material respects on and as the date hereof (after giving effect to this Supplemental Assumption Agreement) as if made on and as of such date. The Additional Pledgor hereby undertakes each of the covenants, in its capacity as a Pledgor, contained in Subsection 5.3 of the Guarantee and Collateral Agreement. The Additional Pledgor hereby grants, as and to the same extent as provided in the Guarantee and Collateral Agreement, to the Collateral Agent, for the benefit of the Secured Parties, a continuing security interest in all of the Pledged Collateral of such Additional Pledgor now owned or at any time hereafter acquired by such Pledgor, and any Proceeds thereof, except as provided in Subsection 3.3 of the Guarantee and Collateral Agreement. The Additional Pledgor represents and warrants to the Collateral Agent and the other Secured Parties that this Supplemental Agreement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms.

Guarantee and Collateral Agreement. By executing and delivering this Supplemental Assumption Agreement, the Additional PledgorGrantor, as provided in Subsection 9.15 Section 9.14 of the Guarantee and Collateral Agreement, hereby becomes a Pledgor under party to the Guarantee and Collateral Agreement as a Grantor and a Guarantor thereunder with respect to the shares of Capital Stock same force and effect as if originally named therein as a Grantor and a Guarantor and, without limiting the generality of the Subsidiary foregoing, hereby expressly (a) assumes all obligations and liabilities of a Grantor and a Guarantor thereunder; (b) guarantees the Additional Pledgor listed in Annex 1 hereto and will be bound by all terms, conditions and duties applicable Obligations pursuant to a Pledgor under Article 2 of the Guarantee and Collateral Agreement; and (c) grants to the Administrative Agent, for the ratable benefit of the Secured Persons, a security interest in such Additional Grantor’s right, title and interest in and to the Collateral, wherever located and whether now owned or at any time hereafter acquired by the Additional Grantor or in which the Additional Grantor now has or at any time in the future may acquire any right, title or interest, as a Pledgor thereundersecurity for the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Additional Grantor’s Secured Obligations. The information set forth in Annex 1 1-A hereto is hereby added to the information set forth in Schedule 2 the Schedules to the Guarantee and Collateral Agreement, and such Schedule 2 is hereby amended and modified to include such information. The Additional Pledgor Grantor hereby represents and warrants that each of the representations and warranties of such Additional Pledgor, in its capacity as a Pledgor, contained in Subsection 4.3 Article 4 of the Guarantee and Collateral Agreement Agreement, as they relate to the Additional Grantor and its Collateral, is true and correct in all material respects on and as the date hereof (after giving effect to this Supplemental Assumption Agreement) as if made on and as of such date. The Additional Pledgor hereby undertakes each of , except to the covenantsextent that such representations and warranties specifically refer to an earlier date, in its capacity as a Pledgor, contained in Subsection 5.3 of the Guarantee which case they shall be true and Collateral Agreement. The Additional Pledgor hereby grants, as and to the same extent as provided in the Guarantee and Collateral Agreement, to the Collateral Agent, for the benefit of the Secured Parties, a continuing security interest correct in all of the Pledged Collateral material respects as of such Additional Pledgor now owned or at earlier date (except that any time hereafter acquired by such Pledgor, representations and any Proceeds thereof, except as provided warranties that are qualified materially shall be true and correct in Subsection 3.3 of the Guarantee and Collateral Agreement. The Additional Pledgor represents and warrants to the Collateral Agent and the other Secured Parties that this Supplemental Agreement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its termsall respects).

Guarantee and Collateral Agreement. By executing and delivering this Supplemental Assumption Agreement, the Additional PledgorGrantor, as provided in Subsection Section 9.15 of the Guarantee and Collateral Agreement, hereby becomes a Pledgor under party to the Guarantee and Collateral Agreement as a Grantor thereunder with respect to the shares of Capital Stock same force and effect as if originally named therein as a Guarantor [, Grantor and Pledgor] [and Grantor] [and Pledgor]1 and, without limiting the generality of the Subsidiary of 1 Indicate the capacities in which the Additional Pledgor listed in Annex 1 hereto Grantor is becoming a Grantor. foregoing, hereby expressly assumes all obligations and will be bound by all termsliabilities of a Guarantor [, conditions Grantor and duties applicable to a Pledgor under the Guarantee Pledgor] [and Collateral Agreement, as a Pledgor Grantor] [and Pledgor]2 thereunder. The information set forth in Annex 1 1-A hereto is hereby added to the information set forth in Schedule 2 Schedules [ ] to the Guarantee and Collateral Agreement, and such Schedule 2 is Schedules are hereby amended and modified to include such information. The Additional Pledgor Grantor hereby represents and warrants that each of the representations and warranties of such Additional PledgorGrantor, in its capacity capacities as a Guarantor [, Grantor and Pledgor, ] [and Grantor] [and Pledgor],3 contained in Subsection 4.3 Section 4 of the Guarantee and Collateral Agreement is true and correct in all material respects on and as the date hereof (after giving effect to this Supplemental Assumption Agreement) as if made on and as of such date. The Additional Pledgor hereby undertakes each of the covenants, in its capacity as a Pledgor, contained in Subsection 5.3 of the Guarantee and Collateral Agreement. The Additional Pledgor hereby grants, as and to the same extent as provided in the Guarantee and Collateral Agreement, to the Collateral Agent, for the benefit of the Secured Parties, a continuing security interest in all of the Pledged Collateral of such Additional Pledgor now owned or at any time hereafter acquired by such Pledgor, and any Proceeds thereof, except as provided in Subsection 3.3 of the Guarantee and Collateral Agreement. The Additional Pledgor represents and warrants to the Collateral Agent and the other Secured Parties that this Supplemental Agreement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms.

Guarantee and Collateral Agreement. By executing GUARANTEE AND COLLATERAL AGREEMENT dated as of December 13, 2019 (as amended, restated, supplemented and/or otherwise modified from time to time, this “Agreement”), by and delivering this Supplemental Agreementamong SMART SAND, INC., a Delaware corporation, as Administrative Loan Party (the “Administrative Loan Party”), and its Subsidiaries party hereto on the date hereof or otherwise party hereto from time to time by execution of a Joinder Agreement (the Administrative Loan Party and such Subsidiaries, collectively, the Additional Pledgor“Grantors” and each, a “Grantor”), and JEFFERIES FINANCE LLC, as provided Agent for the Secured Parties (in Subsection 9.15 of such capacity, and together with its successors and permitted assigns in such capacity, the Guarantee and Collateral Agreement, hereby becomes a Pledgor under the Guarantee and Collateral Agreement with respect “Agent”). Reference is made to the shares ABL Credit Agreement dated as of Capital Stock of the Subsidiary of the Additional Pledgor listed in Annex 1 hereto and will be bound by all terms, conditions and duties applicable to a Pledgor under the Guarantee and Collateral Agreement, as a Pledgor thereunder. The information set forth in Annex 1 hereto is hereby added to the information set forth in Schedule 2 to the Guarantee and Collateral Agreement, and such Schedule 2 is hereby amended and modified to include such information. The Additional Pledgor hereby represents and warrants that each of the representations and warranties of such Additional Pledgor, in its capacity as a Pledgor, contained in Subsection 4.3 of the Guarantee and Collateral Agreement is true and correct in all material respects on and as the date hereof (after giving effect as amended, restated, supplemented and/or otherwise modified from time to this Supplemental time, the “Credit Agreement) ”), by and among the Administrative Loan Party and the other Borrowers party thereto (collectively, with Administrative Loan Party, the “Borrowers” and each, a “Borrower”), the Guarantors party thereto, Jefferies Finance LLC, as if made on Agent, each Issuing Bank and as of such dateeach lender from time to time party thereto (collectively, the “Lenders”). The Additional Pledgor hereby undertakes each of Lenders and the covenants, Issuing Banks have agreed to extend credit to Borrowers subject to the terms and conditions set forth in its capacity as a Pledgor, contained in Subsection 5.3 of the Guarantee and Collateral Credit Agreement. The Additional Pledgor hereby grants, as and to the same extent as provided in the Guarantee and Collateral Agreement, to the Collateral Agent, for the benefit obligations of the Secured PartiesLenders and the Issuing Banks to extend such credit are conditioned upon, a continuing security interest in all among other things, the execution and delivery of the Pledged Collateral of such Additional Pledgor now owned or at any time hereafter acquired by such Pledgor, and any Proceeds thereof, except as provided in Subsection 3.3 of the Guarantee and Collateral this Agreement. The Additional Pledgor represents and warrants Guarantors will derive substantial benefits from the extension of credit to Borrowers pursuant to the Collateral Agent Credit Agreement, and are willing to execute and deliver this Agreement or Supplements, as the other Secured Parties that this Supplemental Agreement has been duly authorizedcase may be, executed and delivered by it and constitutes its legalin order to induce the Lenders to extend such credit. Accordingly, valid and binding obligation, enforceable against it in accordance with its terms.the parties hereto agree as follows:

Guarantee and Collateral Agreement. By executing and delivering this Supplemental Assumption Agreement, the each Additional PledgorGrantor, as provided in Subsection 9.15 Section 8.14 of the Guarantee and Collateral Agreement, (a) hereby becomes a Pledgor under party to the Guarantee and Collateral Agreement as both a “Grantor” and a “Guarantor” thereunder with respect the same force and effect as if originally named therein as a Grantor and a Guarantor and, without limiting the generality of the foregoing, hereby expressly assumes all obligations and liabilities of a Grantor and a Guarantor thereunder, and (b) hereby grants to the shares of Capital Stock Administrative Agent, for the benefit of the Subsidiary Secured Parties, as security for the Secured Obligations, a security interest in all of such Additional Grantor’s right, title and interest in any and to all Collateral of the Additional Pledgor listed Grantor, in Annex 1 hereto each case whether now owned or hereafter acquired or in which such Additional Grantor now has or hereafter acquires an interest and will wherever the same may be bound by located, but subject in all respects to the terms, conditions and duties applicable to a Pledgor under exclusions set forth in the Guarantee and Collateral Agreement, as a Pledgor thereunder. The information set forth in Annex Schedule 1 hereto is hereby added to the information set forth in Schedule 2 the Schedules to the Guarantee and Collateral Agreement, and such Schedule 2 is hereby amended and modified to include such information. The Each Additional Pledgor Grantor hereby represents and warrants that each of the representations and warranties of such Additional Pledgor, in its capacity as a Pledgor, contained in Subsection 4.3 Section 4 of the Guarantee and Collateral Agreement (x) that is qualified by materiality is true and correct, and (y) that is not qualified by materiality, is true and correct in all material respects respects, in each case, on and as the date hereof (after giving effect to this Supplemental Assumption Agreement) as if made on and as of such date (except to the extent any such representation and warranty expressly relates to an earlier date. The Additional Pledgor hereby undertakes each of the covenants, in its capacity as a Pledgor, contained in Subsection 5.3 of the Guarantee which case such representation and Collateral Agreement. The Additional Pledgor hereby grants, as warranty was true and to the same extent as provided in the Guarantee and Collateral Agreement, to the Collateral Agent, for the benefit of the Secured Parties, a continuing security interest correct in all of the Pledged Collateral material respects as of such Additional Pledgor now owned or at any time hereafter acquired by such Pledgor, and any Proceeds thereof, except as provided in Subsection 3.3 of the Guarantee and Collateral Agreement. The Additional Pledgor represents and warrants to the Collateral Agent and the other Secured Parties that this Supplemental Agreement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its termsearlier date).

Guarantee and Collateral Agreement. By executing and delivering this Supplemental Assumption Agreement, the [the][each] Additional PledgorGranting Party, as provided in Subsection 9.15 of the Guarantee and Collateral Agreement, hereby becomes a Pledgor under party to the Guarantee and Collateral Agreement as a Granting Party thereunder with respect to the shares of Capital Stock same force and effect as if originally named therein as a [, Grantor and Pledgor] [and Grantor] [and Pledgor]2 and, without limiting the generality of the Subsidiary foregoing, hereby expressly assumes all obligations and liabilities of the Additional Pledgor listed in Annex 1 hereto a [, Grantor and will be bound by all terms, conditions Pledgor] [and duties applicable to a Pledgor under the Guarantee Grantor] [and Collateral Agreement, as a Pledgor Pledgor]3 thereunder. The information set forth in Annex 1 1-A hereto is hereby added to the information set forth in Schedule 2 Schedules [ ] to the Guarantee and Collateral Agreement, and such Schedule 2 is Schedules are hereby amended and modified to include such information. The [The][Each] Additional Pledgor Granting Party hereby represents and warrants that each of the representations and warranties of such Additional PledgorGranting Party, in its capacity capacities as a [, Grantor and Pledgor, ] [and Grantor] [and Pledgor],4 contained in Subsection 4.3 Section 4 of the Guarantee and Collateral Agreement is true and correct in all material respects on and as the date hereof (after giving effect to this Supplemental Assumption Agreement) as if made on and as of such date. The Each Additional Pledgor hereby undertakes each of the covenants, in its capacity as a Pledgor, contained in Subsection 5.3 of the Guarantee and Collateral Agreement. The Additional Pledgor Granting Party hereby grants, as and to the same extent as provided in the Guarantee and Collateral Agreement, to the Collateral Agent, for the benefit of the Secured Parties, a continuing security interest in all the [Collateral (as such term is defined in Subsection 3.1 of the Guarantee and Collateral Agreement) of such Additional Granting Party] [and] [the Pledged Collateral (as such term is defined in the Guarantee and Collateral Agreement) of such Additional Pledgor now owned or at any time hereafter acquired by such Pledgor, and any Proceeds thereofGranting Party, except as provided in Subsection 3.3 of the Guarantee and Collateral Agreement. The Additional Pledgor represents and warrants to the Collateral Agent and the other Secured Parties that this Supplemental Agreement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms].

Guarantee and Collateral Agreement. By executing and delivering this Supplemental Assumption Agreement, the [the][each] Additional PledgorGranting Party, as provided in Subsection 9.15 of the Guarantee and Collateral Agreement, hereby becomes a Pledgor under party to the Guarantee and Collateral Agreement as a Granting Party thereunder with respect to the shares of Capital Stock same force and effect as if originally named therein as a [Guarantor] [Borrower and Guarantor] [, Grantor and Pledgor] [and Grantor] [and Pledgor]2 and, without limiting the generality of the Subsidiary foregoing, hereby expressly assumes all obligations and liabilities of the Additional Pledgor listed in Annex 1 hereto a [Guarantor] [Borrower and will be bound by all termsGuarantor] [, conditions Grantor and duties applicable to a Pledgor under the Guarantee Pledgor] [and Collateral Agreement, as a Pledgor Grantor] [and Pledgor]3 thereunder. The information set forth in Annex 1 1-A hereto is hereby added to the information set forth in Schedule 2 Schedules [_________] to the Guarantee and Collateral Agreement, and such Schedule 2 is Schedules are hereby amended and modified to include such information. The [The][Each] Additional Pledgor Granting Party hereby represents and warrants that each of the representations and warranties of such Additional PledgorGranting Party, in its capacity capacities as a Guarantor [Borrower and Guarantor] [, Grantor and Pledgor, ] [and Grantor] [and Pledgor],4 contained in Subsection 4.3 Section 4 of the Guarantee and Collateral Agreement is true and correct in all material respects on and as the date hereof (after giving effect to this Supplemental Assumption Agreement) as if made on and as of such date. The Each Additional Pledgor hereby undertakes each of the covenants, in its capacity as a Pledgor, contained in Subsection 5.3 of the Guarantee and Collateral Agreement. The Additional Pledgor Granting Party hereby grants, as and to the same extent as provided in the Guarantee and Collateral Agreement, to the Collateral Agent, for the benefit of the Secured Parties, a continuing security interest in all the [Collateral (as such term is defined in Subsection 3.1 of the Guarantee and Collateral Agreement) of such Additional Granting Party] [and] [the Pledged Collateral (as such term is defined in the Guarantee and Collateral Agreement) of such Additional Pledgor now owned or at any time hereafter acquired by such Pledgor, and any Proceeds thereofGranting Party, except as provided in Subsection 3.3 of the Guarantee and Collateral Agreement. The Additional Pledgor represents and warrants to the Collateral Agent and the other Secured Parties that this Supplemental Agreement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms].

Guarantee and Collateral Agreement. By executing and delivering this Supplemental AgreementAmendment, (a) the Additional PledgorNew Borrower hereby becomes a party to the Guarantee and Collateral Agreement as a “Grantor” thereunder with the same force and effect as if originally named therein as a Grantor and, without limiting the generality of the foregoing, hereby expressly assumes all obligations and liabilities of a “Grantor” thereunder and under the other Loan Documents, and (b) the New Borrower hereby grants to the Administrative Agent, for the ratable benefit of the Secured Parties, as provided security for the Obligations, a security interest in Subsection 9.15 all of the New Borrower’s right, title and interest in any and to all Collateral of the New Borrower, in each case whether now owned or hereafter acquired or in which the New Borrower now has or hereafter acquires an interest and wherever the same may be located, but subject in all respects to the terms, conditions and exclusions set forth in the Guarantee and Collateral Agreement, hereby becomes a Pledgor under the Guarantee and Collateral Agreement with respect to the shares of Capital Stock of the Subsidiary of the Additional Pledgor listed in Annex 1 hereto and will be bound by all terms, conditions and duties applicable to a Pledgor under the Guarantee and Collateral Agreement, as a Pledgor thereunder. The information set forth in Annex Schedule 1 hereto is hereby added to the information set forth in Schedule 2 the Schedules to the Guarantee and Collateral Agreement, and such Schedule 2 is hereby amended and modified to include such information. The Additional Pledgor New Borrower hereby represents and warrants that each of the representations and warranties of such Additional Pledgor, in its capacity as a Pledgor, contained in Subsection 4.3 Section 4 of the Guarantee and Collateral Agreement (x) that is qualified by materiality is true and correct in all respects, and (y) that is not qualified by materiality, is true and correct in all material respects respects, in each case, on and as the date hereof (after giving effect to this Supplemental AgreementAmendment) as if made on and as of such date (except to the extent any such representation and warranty expressly relates to an earlier date, in which case such representation and warranty was true and correct in all material respects as of such earlier date). The Additional Pledgor hereby undertakes each parties hereto acknowledge and agree that the provisions of this paragraph 4 constitute the covenants, in its capacity as a Pledgor, contained in Subsection 5.3 delivery by the New Borrower of an “Assumption Agreement” pursuant to the requirements of Section 8.14 of the Guarantee and Collateral Agreement. The Additional Pledgor hereby grants, as and to the same extent as provided in the Guarantee and Collateral Agreement, to the Collateral Agent, for the benefit of the Secured Parties, a continuing security interest in all of the Pledged Collateral of such Additional Pledgor now owned or at any time hereafter acquired by such Pledgor, and any Proceeds thereof, except as provided in Subsection 3.3 of the Guarantee and Collateral Agreement. The Additional Pledgor represents and warrants to the Collateral Agent and the other Secured Parties that this Supplemental Agreement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms.

Guarantee and Collateral Agreement. By executing and delivering this Supplemental Assumption Agreement, the Additional PledgorGrantor, as provided in Subsection 9.15 Section 8.14 of the Guarantee and Collateral Agreement, (a) hereby becomes a Pledgor under party to the Guarantee and Collateral Agreement as both a “Grantor” and a “Guarantor” thereunder with respect the same force and effect as if originally named therein as a Grantor and a Guarantor and, without limiting the generality of the foregoing, hereby expressly assumes all obligations and liabilities of a Grantor and a Guarantor thereunder, and (b) hereby grants to the shares of Capital Stock Collateral Agent, for its benefit and the benefit of the Subsidiary other Secured Parties, as security for the Secured Obligations, a security interest in all of the Additional Pledgor listed Grantor’s right, title and interest in Annex 1 hereto any and will to all Collateral of the Additional Grantor, in each case whether now owned or hereafter acquired or in which the Additional Grantor now has or hereafter acquires an interest and wherever the same may be bound by located, but subject in all respects to the terms, conditions and duties applicable to a Pledgor under exclusions set forth in the Guarantee and Collateral Agreement, as a Pledgor thereunder. The information set forth in Annex 1 hereto is hereby added to the information set forth in Schedule 2 to the Guarantee and Collateral Agreement, and such Schedule 2 is hereby amended and modified to include such information. The Additional Pledgor Grantor hereby represents and warrants that each of the representations and warranties of such Additional Pledgor, in its capacity as a Pledgor, contained in Subsection 4.3 Section 4 of the Guarantee and Collateral Agreement (x) that is qualified by materiality is true and correct, and (y) that is not qualified by materiality, is true and correct in all material respects respects, in each case, on and as the date hereof (after giving effect to this Supplemental Assumption Agreement) as if made on and as of such date (except to the extent any such representation and warranty expressly relates to an earlier date. The Additional Pledgor hereby undertakes each of the covenants, in its capacity as a Pledgor, contained in Subsection 5.3 of the Guarantee which case such representation and Collateral Agreement. The Additional Pledgor hereby grants, as warranty was true and to the same extent as provided in the Guarantee and Collateral Agreement, to the Collateral Agent, for the benefit of the Secured Parties, a continuing security interest correct in all of the Pledged Collateral material respects as of such Additional Pledgor now owned or at any time hereafter acquired by such Pledgor, and any Proceeds thereof, except as provided in Subsection 3.3 of the Guarantee and Collateral Agreement. The Additional Pledgor represents and warrants to the Collateral Agent and the other Secured Parties that this Supplemental Agreement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its termsearlier date).

Guarantee and Collateral Agreement. By executing and delivering this Supplemental Assumption Agreement, the Additional PledgorGuarantor, as provided in Subsection 9.15 Section 8.11 of the Guarantee and Collateral Agreement, hereby becomes a Pledgor under party to the Guarantee and Collateral Agreement as a Guarantor thereunder with respect the same force and effect as if originally named therein as a Guarantor and, without limiting the generality of the foregoing, hereby expressly assumes all obligations and liabilities of a Guarantor thereunder. In furtherance of the foregoing, the Additional Guarantor, as security for the payment and performance in full of the Issuer Obligations, does (x) hereby create and grant to the shares of Capital Stock Trustee for the benefit of the Subsidiary Secured Parties a security interest in all of the Additional Pledgor listed Guarantor’s right, title and interest in Annex 1 hereto and will be bound by all terms, conditions and duties applicable to a Pledgor under the Collateral of the Additional Guarantor in accordance with the terms of the Guarantee and Collateral AgreementAgreement and subject to the exceptions set forth therein and (y) jointly and severally with the other Guarantors, as unconditionally and irrevocably hereby guarantee the prompt and complete payment and performance by the Issuer when due (whether at the stated maturity, by acceleration or otherwise, but after giving effect to all applicable grace periods) of the Issuer Obligations. Each reference to a Pledgor thereunder“Guarantor” in the Guarantee and Collateral Agreement shall be deemed to include the Additional Guarantor. The Guarantee and Collateral Agreement is hereby incorporated herein by reference. The information set forth in Annex 1 1-A hereto (A) is true and correct as of the date hereof in all material respects and (B) is hereby added to the information set forth in Schedule 2 4.5 to the Guarantee and Collateral Agreement, Agreement and such Schedule 2 is hereby amended and modified to include such informationshall be deemed so amended. The Additional Pledgor Guarantor hereby represents and warrants that each of the representations and warranties of such Additional Pledgor, in its capacity as a Pledgor, contained in Subsection 4.3 Section 4 of the Guarantee and Collateral Agreement applicable to it is true and correct in all material respects on and as the date hereof (after giving effect to this Supplemental Assumption Agreement) as if made on and as of such date. [The Additional Pledgor hereby undertakes each of the covenants, in its capacity Guarantor is designated as a Pledgor, contained in Subsection 5.3 of the Guarantee and Collateral Agreement. The Additional Pledgor hereby grants, as and to the same extent as provided in the Guarantee and Collateral Agreement, to the Collateral Agent, for the benefit of the Secured Parties, a continuing security interest in all of the Pledged Collateral of such Additional Pledgor now owned or at any time hereafter acquired by such Pledgor, and any Proceeds thereof, except as provided in Subsection 3.3 of the Guarantee and Collateral Agreement. The Additional Pledgor represents and warrants to the Collateral Agent and the other Secured Parties that this Supplemental Agreement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms[Fazoli’s] [Native] [Franchise Entity] [IP Guarantor] [Company Restaurant Guarantor].]

Guarantee and Collateral Agreement. By executing and delivering this Supplemental Assumption Agreement, the Additional PledgorSubsidiary Guarantor, as provided in Subsection 9.15 Section 8.11 of the Guarantee and Collateral Agreement, hereby becomes a Pledgor under party to the Guarantee and Collateral Agreement as a Guarantor thereunder with respect the same force and effect as if originally named therein as a Guarantor and, without limiting the generality of the foregoing, hereby expressly assumes all obligations and liabilities of a Guarantor thereunder. In furtherance of the foregoing, the Additional Subsidiary Guarantor, as security for the payment and performance in full of the Obligations, does (x) hereby create and grant to the shares of Capital Stock Trustee for the benefit of the Subsidiary Secured Parties a security interest in all of the Additional Pledgor listed Subsidiary Guarantor’s right, title and interest in Annex 1 hereto and will be bound to the Collateral of the Additional Subsidiary Guarantor and (y) jointly and severally with the other Guarantors, unconditionally and irrevocably hereby guarantee the prompt and complete payment and performance by all terms, conditions and duties applicable the Co-Issuers when due (whether at the stated maturity by acceleration or otherwise) of the Co-Issuer Obligations. Each reference to a Pledgor under “Guarantor” in the Guarantee and Collateral Agreement, as a Pledgor thereunderAgreement shall be deemed to include the Additional Subsidiary Guarantor. The Guarantee and Collateral Agreement is hereby incorporated herein by reference. The information set forth in Annex 1 1-A hereto (A) is true and correct as of the date hereof in all material respects and (B) is hereby added to the information set forth in Schedule 2 4.5 to the Guarantee and Collateral Agreement, Agreement and such Schedule 2 is hereby amended and modified to include such informationshall be deemed so amended. The Additional Pledgor Subsidiary Guarantor hereby represents and warrants that each of the representations and warranties of such Additional Pledgor, in its capacity as a Pledgor, contained in Subsection 4.3 Section 4 of the Guarantee and Collateral Agreement applicable to it is true and correct in all material respects on and as the date hereof (after giving effect to this Supplemental Assumption Agreement) as if made on and as of such date. The Additional Pledgor hereby undertakes each of the covenants, in its capacity as a Pledgor, contained in Subsection 5.3 of the Guarantee and Collateral Agreement. The Additional Pledgor hereby grants, as and to the same extent as provided in the Guarantee and Collateral Agreement, to the Collateral Agent, for the benefit of the Secured Parties, a continuing security interest in all of the Pledged Collateral of such Additional Pledgor now owned or at any time hereafter acquired by such Pledgor, and any Proceeds thereof, except as provided in Subsection 3.3 of the Guarantee and Collateral Agreement. The Additional Pledgor represents and warrants to the Collateral Agent and the other Secured Parties that this Supplemental Agreement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms.

Guarantee and Collateral Agreement. By executing and delivering this Supplemental Assumption Agreement, the Additional PledgorGuarantor, as provided in Subsection 9.15 Section 8.10 of the Guarantee and Collateral Agreement, hereby becomes a Pledgor under party to the Guarantee and Collateral Agreement as a Guarantor thereunder with respect the same force and effect as if originally named therein as a Guarantor and, without limiting the generality of the foregoing, hereby expressly assumes all obligations and liabilities of a Guarantor thereunder. In furtherance of the foregoing, the Additional Guarantor, as security for the payment and performance in full of the Master Issuer Obligations, does (x) hereby create and grant to the shares of Capital Stock Trustee for the benefit of the Subsidiary Secured Parties a security interest in all of the Additional Pledgor listed Guarantor’s right, title and interest in Annex 1 hereto and will be bound by all terms, conditions and duties applicable to a Pledgor under the Collateral of the Additional Guarantor in accordance with the terms of the Guarantee and Collateral AgreementAgreement and subject to the exceptions set forth therein and (y) jointly and severally, as unconditionally and irrevocably hereby guarantees to the Trustee, for the benefit of the Secured Parties, the prompt and complete payment and performance by the Master Issuer when due (whether at the stated maturity, by acceleration or otherwise, but after giving effect to all applicable grace periods) of the Master Issuer Obligations. Each reference to a Pledgor thereunder“Guarantor” in the Guarantee and Collateral Agreement shall be deemed to include the Additional Guarantor. The Guarantee and Collateral Agreement is hereby incorporated herein by reference. The information set forth in Annex 1 1-A hereto (A) is true and correct as of the date hereof in all material respects and (B) is hereby added to the information set forth in Schedule 2 4.5 to the Guarantee and Collateral Agreement, Agreement and such Schedule 2 is hereby amended and modified to include such informationshall be deemed so amended. The Additional Pledgor Guarantor hereby represents and warrants that each of the representations and warranties of such Additional Pledgor, in its capacity as a Pledgor, contained in Subsection 4.3 Section 4 of the Guarantee and Collateral Agreement applicable to it is true and correct in all material respects on and as the date hereof (after giving effect to this Supplemental Assumption Agreement) as if made on and as of such date. The Additional Pledgor hereby undertakes each of the covenants, in its capacity as a Pledgor, contained in Subsection 5.3 of the Guarantee and Collateral Agreement. The Additional Pledgor hereby grants, as and to the same extent as provided in the Guarantee and Collateral Agreement, to the Collateral Agent, for the benefit of the Secured Parties, a continuing security interest in all of the Pledged Collateral of such Additional Pledgor now owned or at any time hereafter acquired by such Pledgor, and any Proceeds thereof, except as provided in Subsection 3.3 of the Guarantee and Collateral Agreement. The Additional Pledgor represents and warrants to the Collateral Agent and the other Secured Parties that this Supplemental Agreement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms.

Guarantee and Collateral Agreement. By executing and delivering this Supplemental Assumption Agreement, the Additional PledgorGrantor, as provided in Subsection Section 9.15 of the Guarantee and Collateral Agreement, hereby becomes a Pledgor under party to the Guarantee and Collateral Agreement as a Grantor thereunder with respect to the shares of Capital Stock same force and effect as if originally named therein as a Guarantor [, Grantor and Pledgor] [and Grantor] [and Pledgor] 1 and, without limiting the generality of the Subsidiary of 1 Indicate the capacities in which the Additional Pledgor listed in Annex 1 hereto Grantor is becoming a Grantor. foregoing, hereby expressly assumes all obligations and will be bound by all termsliabilities of a Guarantor [, conditions Grantor and duties applicable to a Pledgor under the Guarantee Pledgor] [and Collateral Agreement, as a Pledgor Grantor] [and Pledgor]2 thereunder. The information set forth in Annex 1 1-A hereto is hereby added to the information set forth in Schedule 2 Schedules [___] to the Guarantee and Collateral Agreement, and such Schedule 2 is Schedules are hereby amended and modified to include such information. The Additional Pledgor Grantor hereby represents and warrants that each of the representations and warranties of such Additional PledgorGrantor, in its capacity capacities as a Guarantor [, Grantor and Pledgor] [and Grantor] [and Pledgor], 3 contained in Subsection 4.3 Section 4 of the Guarantee and Collateral Agreement is true and correct in all material respects on and as the date hereof (after giving effect to this Supplemental Assumption Agreement) as if made on and as of such date. The Additional Pledgor hereby undertakes each of the covenants, in its capacity as a Pledgor, contained in Subsection 5.3 of the Guarantee and Collateral Agreement. The Additional Pledgor hereby grants, as and to the same extent as provided in the Guarantee and Collateral Agreement, to the Collateral Agent, for the benefit of the Secured Parties, a continuing security interest in all of the Pledged Collateral of such Additional Pledgor now owned or at any time hereafter acquired by such Pledgor, and any Proceeds thereof, except as provided in Subsection 3.3 of the Guarantee and Collateral Agreement. The Additional Pledgor represents and warrants to the Collateral Agent and the other Secured Parties that this Supplemental Agreement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms.

Guarantee and Collateral Agreement. By executing and delivering this Supplemental Assumption Agreement, the Additional PledgorGrantor, as provided in Subsection 9.15 Section 8.14 of the Guarantee and Collateral Agreement, (a) hereby becomes a Pledgor under party to the Guarantee and Collateral Agreement as both a “Grantor” and a “Guarantor” thereunder with respect the same force and effect as if originally named therein as a Grantor and a Guarantor and, without limiting the generality of the foregoing, hereby expressly assumes all obligations and liabilities of a Grantor and a Guarantor thereunder, and (b) hereby grants to the shares of Capital Stock Administrative Agent, for the benefit of the Subsidiary Secured Parties, as security for the Secured Obligations, a security interest in all of the Additional Pledgor listed Grantor’s right, title and interest in Annex 1 hereto any and will to all Collateral of the Additional Grantor, in each case whether now owned or hereafter acquired or in which the Additional Grantor now has or hereafter acquires an interest and wherever the same may be bound by located, but subject in all respects to the terms, conditions and duties applicable to a Pledgor under exclusions set forth in the Guarantee and Collateral Agreement, as a Pledgor thereunder. The information set forth in Annex 1 hereto is hereby added to the information set forth in Schedule 2 to the Guarantee and Collateral Upon execution of this Agreement, Borrower shall provide the Administrative Agent with an updated Perfection Certificate of the Borrower and such Schedule 2 is hereby amended and modified to include such informationAdditional Grantor. The Additional Pledgor Grantor hereby represents and warrants that each of the representations and warranties of such Additional Pledgor, in its capacity as a Pledgor, contained in Subsection 4.3 Section 4 of the Guarantee and Collateral Agreement (x) that is qualified by materiality is true and correct, and (y) that is not qualified by materiality, is true and correct in all material respects respects, in each case, on and as the date hereof (after giving effect to this Supplemental Assumption Agreement) as if made on and as of such date (except to the extent any such representation and warranty expressly relates to an earlier date. The Additional Pledgor hereby undertakes each of the covenants, in its capacity as a Pledgor, contained in Subsection 5.3 of the Guarantee which case such representation and Collateral Agreement. The Additional Pledgor hereby grants, as warranty was true and to the same extent as provided in the Guarantee and Collateral Agreement, to the Collateral Agent, for the benefit of the Secured Parties, a continuing security interest correct in all of the Pledged Collateral material respects as of such Additional Pledgor now owned or at any time hereafter acquired by such Pledgor, and any Proceeds thereof, except as provided in Subsection 3.3 of the Guarantee and Collateral Agreement. The Additional Pledgor represents and warrants to the Collateral Agent and the other Secured Parties that this Supplemental Agreement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its termsearlier date).

Guarantee and Collateral Agreement. By executing and delivering this Supplemental Assumption Agreement, the Additional PledgorGranting Party, as provided in Subsection 9.15 of the Guarantee and Collateral Agreementsubsection 9.15, hereby becomes a Pledgor under party to the Guarantee and Collateral Agreement as a Granting Party thereunder with respect to the shares of Capital Stock same force and effect as if originally named therein as a [Guarantor] [, Grantor and Pledgor] [and Grantor] [and Pledgor]1 and, without limiting the generality of the Subsidiary foregoing, hereby expressly assumes all obligations and liabilities of the Additional Pledgor listed in Annex 1 hereto a [Guarantor] [, Grantor and will be bound by all terms, conditions Pledgor] [and duties applicable to a Pledgor under the Guarantee Grantor] [and Collateral Agreement, as a Pledgor Pledgor]2 thereunder. The information set forth in Annex 1 1-A hereto is hereby added to the information set forth in Schedule 2 Schedules to the Guarantee and Collateral Agreement, and such Schedule 2 is Schedules are hereby amended and modified to include such information. The Additional Pledgor Granting Party hereby represents and warrants that each of the representations and warranties of such Additional PledgorGranting Party, in its capacity capacities as a Guarantor [, Grantor and Pledgor, ] [and Grantor] [and Pledgor],3 contained in Subsection 4.3 Section 4 of the Guarantee and Collateral Agreement is true and correct in all material respects on and as the date hereof (after giving effect to this Supplemental Assumption Agreement) as if made on and as of such date. The Each Additional Pledgor hereby undertakes each of the covenants, in its capacity as a Pledgor, contained in Subsection 5.3 of the Guarantee and Collateral Agreement. The Additional Pledgor Granting Party hereby grants, as and to the same extent as provided in the Guarantee and Collateral Agreement, to the Collateral Agent, for the benefit of the Secured Parties, a continuing security interest in all the [Collateral (as such term is defined in Subsection 3.1 of the Guarantee and Collateral Agreement) of such Additional Granting Party] [and] [the Pledged Collateral (as such term is defined in the Guarantee and Collateral Agreement) of such Additional Pledgor now owned or at any time hereafter acquired by such Pledgor, and any Proceeds thereofGranting Party, except as provided in Subsection 3.3 of the Guarantee and Collateral Agreement. The Additional Pledgor represents and warrants to the Collateral Agent and the other Secured Parties that this Supplemental Agreement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms].

Guarantee and Collateral Agreement. By executing and delivering this Supplemental Assumption Agreement, the Additional PledgorFranchise Entity, as provided in Subsection 9.15 Section 8.11 of the Guarantee and Collateral Agreement, hereby becomes a Pledgor under party to the Guarantee and Collateral Agreement as a Guarantor thereunder with respect the same force and effect as if originally named therein as a Guarantor and, without limiting the generality of the foregoing, hereby expressly assumes all obligations and liabilities of a Guarantor thereunder. In furtherance of the foregoing, the Additional Franchise Entity, as security for the payment and performance in full of the Issuer Obligations, does (x) hereby create and grant to the shares of Capital Stock Trustee for the benefit of the Subsidiary Secured Parties a security interest in all of the Additional Pledgor listed Franchise Entity’s right, title and interest in Annex 1 hereto and will be bound by all terms, conditions and duties applicable to a Pledgor under the Collateral of the Additional Franchise Entity in accordance with the terms of the Guarantee and Collateral AgreementAgreement and subject to the exceptions set forth therein and (y) jointly and severally with the other Guarantors, as unconditionally and irrevocably hereby guarantee the prompt and complete payment and performance by the Issuer when due (whether at the stated maturity, by acceleration or otherwise, but after giving effect to all applicable grace periods) of the Issuer Obligations. Each reference to a Pledgor thereunder“Guarantor” in the Guarantee and Collateral Agreement shall be deemed to include the Additional Franchise Entity. The Guarantee and Collateral Agreement is hereby incorporated herein by reference. The information set forth in Annex 1 1-A hereto (A) is true and correct as of the date hereof in all material respects and (B) is hereby added to the information set forth in Schedule 2 4.5 to the Guarantee and Collateral Agreement, Agreement and such Schedule 2 is hereby amended and modified to include such informationshall be deemed so amended. The Additional Pledgor Franchise Entity hereby represents and warrants that each of the representations and warranties of such Additional Pledgor, in its capacity as a Pledgor, contained in Subsection 4.3 Section 4 of the Guarantee and Collateral Agreement applicable to it is true and correct in all material respects on and as the date hereof (after giving effect to this Supplemental Assumption Agreement) as if made on and as of such date. The Additional Pledgor hereby undertakes each of the covenants, in its capacity as a Pledgor, contained in Subsection 5.3 of the Guarantee and Collateral Agreement. The Additional Pledgor hereby grants, as and to the same extent as provided in the Guarantee and Collateral Agreement, to the Collateral Agent, for the benefit of the Secured Parties, a continuing security interest in all of the Pledged Collateral of such Additional Pledgor now owned or at any time hereafter acquired by such Pledgor, and any Proceeds thereof, except as provided in Subsection 3.3 of the Guarantee and Collateral Agreement. The Additional Pledgor represents and warrants to the Collateral Agent and the other Secured Parties that this Supplemental Agreement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms.

Guarantee and Collateral Agreement. By executing and delivering this Supplemental Assumption Agreement, the Additional PledgorGrantor, as provided in Subsection 9.15 Section 10.13 of the Guarantee and Collateral Agreement, hereby becomes a Pledgor under party to the Guarantee and Collateral Agreement as a Grantor and a Guarantor thereunder with respect to the shares of Capital Stock same force and effect as if originally named therein as a Grantor and a Guarantor and, without limiting the generality of the Subsidiary foregoing, hereby expressly (a) assumes all obligations and liabilities of a Grantor and a Guarantor thereunder; (b) guarantees the Additional Pledgor listed in Annex 1 hereto and will be bound by all terms, conditions and duties applicable Primary Obligations pursuant to a Pledgor under Article II of the Guarantee and Collateral Agreement; and (c) grants to the Administrative Agent, for the ratable benefit of the Guaranteed Creditors, a security interest in such Additional Grantor’s right, title and interest in and to the Collateral, wherever located and whether now owned or at any time hereafter acquired by the Additional Grantor or in which the Additional Grantor now has or at any time in the future may acquire any right, title or interest, as a Pledgor thereundersecurity for the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations. The information set forth in Annex 1 1-A hereto is hereby added to the information set forth in Schedule 2 Schedules 1 through 5 to the Guarantee and Collateral Agreement, and such Schedule 2 is hereby amended and modified to include such information. The Additional Pledgor Grantor hereby represents and warrants that each of the representations and warranties of such Additional Pledgor, in its capacity as a Pledgor, contained in Subsection 4.3 Article V of the Guarantee and Collateral Agreement is Agreement, as they relate to the Additional Grantor and its Collateral, are true and correct in all material respects on (unless already qualified by materiality in which case such applicable representation and as the date hereof (after giving effect to this Supplemental Agreement) as if made on warranty shall be true and as of correct), provided that each reference in each such date. The Additional Pledgor hereby undertakes each of the covenants, in its capacity as a Pledgor, contained in Subsection 5.3 of the Guarantee representation and Collateral Agreement. The Additional Pledgor hereby grants, as and warranty to the same extent as provided in the Guarantee and Collateral Agreement, to the Collateral AgentBorrower’s or another Grantor’s knowledge shall, for the benefit of the Secured Partiespurposes hereof, be deemed to be a continuing security interest in all of the Pledged Collateral of reference to such Additional Pledgor now owned or at any time hereafter acquired by such Pledgor, and any Proceeds thereof, except as provided in Subsection 3.3 of the Guarantee and Collateral Agreement. The Additional Pledgor represents and warrants to the Collateral Agent and the other Secured Parties that this Supplemental Agreement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its termsGrantor’s knowledge.

Guarantee and Collateral Agreement. By executing and delivering this Supplemental Agreement, the Additional Pledgor, as provided in Subsection subsection 9.15 of the ABL Guarantee and Collateral Agreement, hereby becomes a Pledgor under the ABL Guarantee and Collateral Agreement with respect to the shares of Capital Stock of the Subsidiary of the Additional Pledgor listed in Annex 1 hereto and will be bound by all terms, conditions and duties applicable to a Pledgor under the ABL Guarantee and Collateral Agreement, as a Pledgor thereunder. The information set forth in Annex 1 hereto is hereby added to the information set forth in Schedule 2 to the ABL Guarantee and Collateral Agreement, and such Schedule 2 is hereby amended and modified to include such information. The Additional Pledgor Pledgor, in its capacity as a Pledgor, hereby represents and warrants that each of the representations and warranties of such Additional Pledgor, in its capacity as a Pledgor, Pledgor contained in Subsection subsection 4.3 of the ABL Guarantee and Collateral Agreement is true and correct in all material respects on and as the date hereof (after giving effect to this Supplemental Agreement) as if made on and as of such date. The Additional Pledgor hereby undertakes each of the covenantsPledgor, in its capacity as a Pledgor, hereby undertakes each of the covenants contained in Subsection subsection 5.3 of the ABL Guarantee and Collateral Agreement. The Additional Pledgor hereby grants, as and to the same extent as provided in the ABL Guarantee and Collateral Agreement, to the Collateral Agent, for the benefit of the Secured Parties, a continuing security interest in all of the Pledged Collateral of such Additional Pledgor now owned or at any time hereafter acquired by such Pledgor, and any Proceeds thereof, except as provided in Subsection subsection 3.3 of the ABL Guarantee and Collateral Agreement. The Additional Pledgor represents and warrants to the Collateral Agent and the other Secured Parties that this Supplemental Agreement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms.

Guarantee and Collateral Agreement. By executing and delivering this Assumption and Supplemental Agreement, the (a) each Additional PledgorU.S. Granting Party, as provided in Subsection subsection 9.15 of the U.S. Guarantee and Collateral Agreement, hereby becomes a party to the U.S. Guarantee and Collateral Agreement as a U.S. Granting Party thereunder with the same force and effect as if originally named therein as a U.S. Guarantor, U.S. Grantor and U.S. Pledgor and, without limiting the generality of the foregoing, hereby expressly assumes all obligations and liabilities of a U.S. Guarantor, U.S. Grantor and U.S. Pledgor thereunder and (b) Holding hereby becomes a U.S. Pledgor under the U.S. Guarantee and Collateral Agreement with respect to the shares of Capital Stock of the Subsidiary of the Additional Pledgor Holding listed in Annex 1 hereto 1-A hereto, and will be bound by all terms, conditions and duties applicable to a U.S. Pledgor under the U.S. Guarantee and Collateral Agreement, as a U.S. Pledgor thereunder. The information set forth in Annex 1 1-A hereto is hereby added to the information set forth in Schedule 2 Schedules 1, 2, 3, 4A, 4B, 5, 6 and 7 to the U.S. Guarantee and Collateral Agreement, and such Schedule 2 is Schedules are hereby amended and modified to include such information. The Each Additional Pledgor U.S. Granting Party hereby represents and warrants that each of the representations and warranties of such Additional PledgorU.S. Granting Party, in its capacity capacities as a U.S. Guarantor, U.S. Grantor and U.S. Pledgor, contained in Subsection 4.3 Section 4 of the U.S. Guarantee and Collateral Agreement is true and correct in all material respects on and as the date hereof (after giving effect to this Assumption and Supplemental Agreement) as if made on and as of such date. The Each Additional Pledgor hereby undertakes each of the covenants, in its capacity as a Pledgor, contained in Subsection 5.3 of the Guarantee and Collateral Agreement. The Additional Pledgor U.S. Granting Party hereby grants, as and to the same extent as provided in the U.S. Guarantee and Collateral Agreement, to the ABL Collateral Agent, for the benefit of the Secured Parties, a continuing security interest in all the Collateral (as such term is defined in subsection 3.1 of the U.S. Guarantee and Collateral Agreement) of such Additional U.S. Granting Party and the Pledged Collateral (as such term is defined in the U.S. Guarantee and Collateral Agreement) of such Additional Pledgor now owned or at any time hereafter acquired by such Pledgor, and any Proceeds thereofU.S. Granting Party, except as provided in Subsection subsection 3.3 of the U.S. Guarantee and Collateral Agreement. The Additional Pledgor represents and warrants to the Collateral Agent and the other Secured Parties that this Supplemental Agreement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms.

Guarantee and Collateral Agreement. By executing and delivering this Supplemental Assumption Agreement, the each Additional PledgorGrantor, as provided in Subsection subsection 9.15 of the U.S. Guarantee and Collateral Agreement, hereby becomes a Pledgor under party to the U.S. Guarantee and Collateral Agreement as a Guarantor, Grantor and, except for AP RE LLC, Pledgor thereunder with respect to the shares of Capital Stock same force and effect as if originally named therein as a Guarantor, Grantor and, except for AP RE LLC, Pledgor and, without limiting the generality of the Subsidiary foregoing, hereby expressly assumes all obligations and liabilities of the Additional Pledgor listed in Annex 1 hereto and will be bound by all termsa Guarantor, conditions and duties applicable to a Pledgor under the Guarantee and Collateral AgreementGrantor and, as a except for AP RE LLC, Pledgor thereunder. The information set forth in Annex 1 1-A hereto is hereby added to the information set forth in Schedule 2 Schedules 1, 2, 3, 4, and 5 to the U.S. Guarantee and Collateral Agreement, and such Schedule 2 is Schedules are hereby amended and modified to include such information. The Each Additional Pledgor Grantor hereby represents and warrants that each of the representations and warranties of such Additional PledgorGrantor, in its capacity capacities as a Guarantor, Grantor and, except for AP RE LLC, Pledgor, contained in Subsection 4.3 Section 4 of the U.S. Guarantee and Collateral Agreement is true and correct in all material respects on and as the date hereof (after giving effect to this Supplemental Assumption Agreement) as if made on and as of such date. The Each Additional Pledgor hereby undertakes each of the covenants, in its capacity as a Pledgor, contained in Subsection 5.3 of the Guarantee and Collateral Agreement. The Additional Pledgor Granting Party hereby grants, as and to the same extent as provided in the U.S. Guarantee and Collateral Agreement, to the U.S. ABL Collateral Agent, for the benefit of the Secured Parties, a continuing security interest in all the Collateral (as such term is defined in Section 3.1 of the U.S. Guarantee and Collateral Agreement) and, except for AP RE LLC, the Pledged Collateral (as such term is defined in the U.S. Guarantee and Collateral Agreement) of such Additional Pledgor now owned or at any time hereafter acquired by such Pledgor, and any Proceeds thereofGranting Party, except as provided in Subsection Section 3.3 of the U.S. Guarantee and Collateral Agreement. The Additional Pledgor represents and warrants to the Collateral Agent and the other Secured Parties that this Supplemental Agreement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms.

Guarantee and Collateral Agreement. By executing and delivering this Supplemental Assumption Agreement, the Additional PledgorGrantor, as provided in Subsection 9.15 Section 8.14 of the Guarantee and Collateral Agreement, hereby becomes a Pledgor under party to the Guarantee and Collateral Agreement as a Grantor and as a Guarantor thereunder with respect the same force and effect as if originally named therein as a Grantor and Guarantor, respectively, and, subject to applicable Gaming Regulations and receipt of Required Gaming Approvals and without limiting the shares of Capital Stock generality of the Subsidiary foregoing, hereby expressly assumes all obligations and liabilities of the Additional Pledgor listed in Annex 1 hereto a Grantor and will be bound by all terms, conditions and duties applicable to a Pledgor under the Guarantee and Collateral AgreementGuarantor, as a Pledgor applicable, thereunder. The information set forth in Annex 1 1-A hereto is hereby added to the information set forth in Schedule 2 the Schedules to the Guarantee and Collateral Agreement. Subject to applicable Gaming Regulations, and such Schedule 2 is hereby amended and modified to include such information. The the Additional Pledgor Grantor hereby represents and warrants warrants, to the extent applicable, that each of the representations and warranties of such Additional Pledgor, in its capacity as a Pledgor, contained in Subsection 4.3 Section 4 of the Guarantee and Collateral Agreement is true and correct in all material respects on and as of the date hereof (after giving effect to this Supplemental Assumption Agreement) as if made on and as of such date except to the extent that any representation and warranty relates to an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date (provided that any representation and warranty that is qualified by “materiality” or “Material Adverse Effect” or similar language shall be true and correct in all respects). The Without limiting the foregoing: (a) the Additional Pledgor Grantor hereby undertakes each absolutely, unconditionally and irrevocably, guarantees to the Collateral Agent for the ratable benefit of the covenantsSecured Parties and their respective permitted successors, in its capacity as a Pledgorindorsees, contained in Subsection 5.3 transferees and assigns, the prompt, full and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Guarantee and Collateral Agreement. The Additional Pledgor hereby grantsGuaranteed Obligations, as and to the same extent including, without limitation, any interest therein (including, without limitation, interest as provided in the Guarantee and Collateral Credit Agreement, the Specified Agreements and the Cash Management Documents accruing after the filing of a petition initiating any insolvency proceedings, whether or not such interest accrues or is recoverable against the Borrower after the filing of such petition for purposes of the Bankruptcy Code or is an allowed claim in such proceeding); and (b) the Additional Grantor hereby grants to the Collateral Agent, for the ratable benefit of the Secured Parties, a continuing security interest in and Lien on all of the right, title and interest of such Grantor in all of the Pledged Collateral of such Additional Pledgor now owned or at any time hereafter acquired or created by such Pledgorthe Additional Grantor or in which the Additional Grantor now has or at any time in the future may acquire any right, title or interest, as collateral security for the prompt and any Proceeds thereofcomplete payment in full and performance when due (whether at the stated maturity, except as provided in Subsection 3.3 by acceleration or otherwise) of the Guarantee and Collateral Agreement. The Secured Obligations of the Additional Pledgor represents and warrants to the Collateral Agent and the other Secured Parties that this Supplemental Agreement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its termsGrantor.

Guarantee and Collateral Agreement. By executing and delivering this Supplemental Assumption Agreement, the Additional PledgorGrantor, as provided in Subsection 9.15 Section 9.14 of the Guarantee and Collateral Agreement, hereby becomes a Pledgor under party to the Guarantee and Collateral Agreement as a Grantor and a Guarantor thereunder with respect to the shares of Capital Stock same force and effect as if originally named therein as a Grantor and a Guarantor and, without limiting the generality of the Subsidiary foregoing, hereby (a) assumes all obligations and liabilities of a Grantor and a Guarantor thereunder; (b) guarantees the Additional Pledgor listed in Annex 1 hereto and will be bound by all terms, conditions and duties applicable Obligations pursuant to a Pledgor under Article II of the Guarantee and Collateral Agreement; and (c) grants to the Administrative Agent, for the ratable benefit of the Secured Parties, a security interest in such Additional Grantor’s right, title and interest in and to the Collateral, wherever located and whether now owned or at any time hereafter acquired by the Additional Grantor or in which the Additional Grantor now has or at any time in the future may acquire any right, title or interest, as a Pledgor thereundersecurity for the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Additional Grantor’s Obligations. The information set forth in Annex 1 1-A hereto is hereby added to the information set forth in Schedule 2 the Schedules to the Guarantee and Collateral Agreement, and such Schedule 2 is hereby amended and modified to include such information. The Additional Pledgor Grantor hereby represents and warrants that each of the representations and warranties of such Additional Pledgor, in its capacity as a Pledgor, contained in Subsection 4.3 Article 4 of the Guarantee and Collateral Agreement Agreement, as they relate to the Additional Grantor and its Collateral, is true and correct in all material respects on and as the date hereof (after giving effect to this Supplemental Assumption Agreement) as if made on and as of such date. The Additional Pledgor hereby undertakes each of the covenants, in its capacity as a Pledgor, contained in Subsection 5.3 of the Guarantee and Collateral Agreement. The Additional Pledgor hereby grants, as and to the same extent as provided in the Guarantee and Collateral Agreement, to the Collateral Agent, for the benefit of the Secured Parties, a continuing security interest in all of the Pledged Collateral of such Additional Pledgor now owned or at any time hereafter acquired by such Pledgor, and any Proceeds thereof, except as provided in Subsection 3.3 of the Guarantee and Collateral Agreement. The Additional Pledgor represents and warrants to the Collateral Agent and the other Secured Parties that this Supplemental Agreement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms.

Guarantee and Collateral Agreement. By executing and delivering this Supplemental Assumption Agreement, the [the][each] Additional PledgorGranting Party, as provided in Subsection Section 9.15 of the Guarantee and Collateral Agreement, hereby becomes a Pledgor under party to the Guarantee and Collateral Agreement as a Granting Party thereunder with respect to the shares of Capital Stock same force and effect as if originally named therein as a Guarantor[, Grantor and Pledgor] [and Grantor] [and Pledgor]1 and, without limiting the generality of the Subsidiary foregoing, hereby expressly assumes all obligations and liabilities of the Additional Pledgor listed in Annex 1 hereto a Guarantor[, Grantor and will be bound by all terms, conditions Pledgor] [and duties applicable to a Pledgor under the Guarantee Grantor] [and Collateral Agreement, as a Pledgor Pledgor]2 thereunder. The information set forth in Annex 1 1-A hereto is hereby added to the information set forth in Schedule 2 Schedules to _________________the Guarantee and Collateral Agreement, and such Schedule 2 is Schedules are hereby amended and modified to include such information. The [The][Each] Additional Pledgor Granting Party hereby represents and warrants that each of the representations and warranties of such Additional PledgorGranting Party, in its capacity capacities as a Guarantor[, Grantor and Pledgor, ] [and Grantor] [and Pledgor],3 contained in Subsection 4.3 Section 4 of the Guarantee and Collateral Agreement Agreement, is true and correct in all material respects on and as the date hereof (after giving effect to this Supplemental Assumption Agreement) as if made on and as of such date. The Each Additional Pledgor hereby undertakes each of the covenants, in its capacity as a Pledgor, contained in Subsection 5.3 of the Guarantee and Collateral Agreement. The Additional Pledgor Granting Party hereby grants, as and to the same extent as provided in the Guarantee and Collateral Agreement, to the Common Collateral Agent, for the benefit of the Secured Parties, a continuing security interest in all the [Collateral (as such term is defined in Section 3.1 of the Guarantee and Collateral Agreement) of such Additional Granting Party] [and] [the Pledged Collateral (as such term is defined in the Guarantee and Collateral Agreement) of such Additional Pledgor now owned or at any time hereafter acquired by such Pledgor, and any Proceeds thereofGranting Party, except as provided in Subsection Section 3.3 of the Guarantee and Collateral Agreement. The Additional Pledgor represents and warrants to the Collateral Agent and the other Secured Parties that this Supplemental Agreement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms].

Guarantee and Collateral Agreement. By executing and delivering this Supplemental Assumption Agreement, the Additional PledgorGranting Party, as provided in Subsection 9.15 of the Guarantee and Collateral Agreementsubsection 9.15, hereby becomes a Pledgor under party to the Guarantee and Collateral Agreement as a Granting Party thereunder with respect to the shares of Capital Stock same force and effect as if originally named therein as a [Guarantor] [, Grantor and Pledgor] [and Grantor] [and Pledgor]18 and, without limiting the generality of the Subsidiary foregoing, hereby expressly assumes all obligations and liabilities of the Additional Pledgor listed in Annex 1 hereto a [Guarantor] [, Grantor and will be bound by all terms, conditions Pledgor] [and duties applicable to a Pledgor under the Guarantee Grantor] [and Collateral Agreement, as a Pledgor Pledgor]19 thereunder. The information set forth in Annex 1 1-A hereto is hereby added to the information set forth in Schedule 2 Schedules to the Guarantee and Collateral Agreement, and such Schedule 2 is Schedules are hereby amended and modified to include such information. The Additional Pledgor Granting Party hereby represents and warrants that each of the representations and warranties of such Additional PledgorGranting Party, in its capacity capacities as a Guarantor [, Grantor and Pledgor, ] [and Grantor] [and Pledgor],20 contained in Subsection 4.3 Section 4 of the Guarantee and Collateral Agreement is true and correct in all material respects on and as the date hereof (after giving effect to this Supplemental Assumption Agreement) as if made on and as of such date. The Each Additional Pledgor hereby undertakes each of the covenants, in its capacity as a Pledgor, contained in Subsection 5.3 of the Guarantee and Collateral Agreement. The Additional Pledgor Granting Party hereby grants, as and to the same extent as provided in the Guarantee and Collateral Agreement, to the Collateral Agent, for the benefit of the Secured Parties, a continuing security interest in all the [Collateral (as such term is defined in Subsection 3.1 of the Guarantee and Collateral Agreement) of such Additional Granting Party] [and] [the Pledged Collateral (as such term is defined in the Guarantee and Collateral Agreement) of such Additional Pledgor now owned or at any time hereafter acquired by such Pledgor, and any Proceeds thereofGranting Party, except as provided in Subsection 3.3 of the Guarantee and Collateral Agreement. The Additional Pledgor represents and warrants to the Collateral Agent and the other Secured Parties that this Supplemental Agreement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms].

Guarantee and Collateral Agreement. By executing and delivering this Supplemental Assumption Agreement, the Additional PledgorGuarantor, as provided in Subsection 9.15 Section 8.11 of the Guarantee and Collateral Agreement, hereby becomes a Pledgor under party to the Guarantee and Collateral Agreement as a Guarantor thereunder with respect the same force and effect as if originally named therein as a Guarantor and, without limiting the generality of the foregoing, hereby expressly assumes all obligations and liabilities of a Guarantor thereunder. In furtherance of the foregoing, the Additional Guarantor, as security for the payment and performance in full of the Obligations, does (x) hereby create and grant to the shares of Capital Stock Trustee for the benefit of the Subsidiary Secured Parties a security interest in all of the Additional Pledgor listed Guarantor’s right, title and interest in Annex 1 hereto and will be bound by all terms, conditions and duties applicable to a Pledgor under the Collateral of the Additional Guarantor in accordance with the terms of the Guarantee and Collateral AgreementAgreement and subject to the exceptions set forth therein and (y) jointly and severally with the other Guarantors, as unconditionally and irrevocably hereby guarantee to the Trustee, for the benefit of the Secured Parties, the prompt and complete payment and performance by the Issuer when due (whether at the stated maturity, by acceleration or otherwise, but after giving effect to all applicable grace periods) of the Issuer Obligations. Each reference to a Pledgor thereunder“Guarantor” in the Guarantee and Collateral Agreement shall be deemed to include the Additional Guarantor. The Guarantee and Collateral Agreement is hereby incorporated herein by reference. The information set forth in Annex 1 1-A hereto (A) is true and correct as of the date hereof in all material respects and (B) is hereby added to the information set forth in Schedule 2 4.5 to the Guarantee and Collateral Agreement, Agreement and such Schedule 2 is hereby amended and modified to include such informationshall be deemed so amended. The Additional Pledgor Guarantor hereby represents and warrants that each of the representations and warranties of such Additional Pledgor, in its capacity as a Pledgor, contained in Subsection 4.3 Section 4 of the Guarantee and Collateral Agreement applicable to it is true and correct in all material respects on and as the date hereof (after giving effect to this Supplemental Assumption Agreement) as if made on and as of such date. The Additional Pledgor hereby undertakes each of the covenants, in its capacity as a Pledgor, contained in Subsection 5.3 of the Guarantee and Collateral Agreement. The Additional Pledgor hereby grants, as and to the same extent as provided in the Guarantee and Collateral Agreement, to the Collateral Agent, for the benefit of the Secured Parties, a continuing security interest in all of the Pledged Collateral of such Additional Pledgor now owned or at any time hereafter acquired by such Pledgor, and any Proceeds thereof, except as provided in Subsection 3.3 of the Guarantee and Collateral Agreement. The Additional Pledgor represents and warrants to the Collateral Agent and the other Secured Parties that this Supplemental Agreement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms.

Guarantee and Collateral Agreement. By executing and delivering this Supplemental Assumption Agreement, the Additional PledgorGrantor, as provided in Subsection 9.15 0 of the Guarantee and Collateral Agreement, hereby becomes a Pledgor under party to the Guarantee and Collateral Agreement as a Grantor and a Guarantor thereunder with respect to the shares of Capital Stock same force and effect as if originally named therein as a Grantor and a Guarantor and, without limiting the generality of the Subsidiary foregoing, hereby expressly (a) assumes all obligations and liabilities of a Grantor and a Guarantor thereunder; (b) guarantees the Additional Pledgor listed in Annex 1 hereto and will be bound by all terms, conditions and duties applicable Obligations pursuant to a Pledgor under Article 2 of the Guarantee and Collateral Agreement; and (c) grants to the Secured Party a security interest in such Additional Grantor’s right, title and interest in and to the Collateral, wherever located and whether now owned or at any time hereafter acquired by the Additional Grantor or in which the Additional Grantor now has or at any time in the future may acquire any right, title or interest, as a Pledgor thereundersecurity for the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Additional Grantor’s Secured Obligations. The information set forth in Annex 1 1-A hereto is hereby added to the information set forth in Schedule 2 the Schedules to the Guarantee and Collateral Agreement, and such Schedule 2 is hereby amended and modified to include such information. The Additional Pledgor Grantor hereby represents and warrants that each of the representations and warranties of such Additional Pledgor, in its capacity as a Pledgor, contained in Subsection 4.3 Article 4 of the Guarantee and Collateral Agreement Agreement, as they relate to the Additional Grantor and its Collateral, is true and correct in all material respects on and as the date hereof (after giving effect to this Supplemental Assumption Agreement) as if made on and as of such date. The Additional Pledgor hereby undertakes each of the covenants, in its capacity as a Pledgor, contained in Subsection 5.3 of the Guarantee and Collateral Agreement. The Additional Pledgor hereby grants, as and to the same extent as provided in the Guarantee and Collateral Agreement, to the Collateral Agent, for the benefit of the Secured Parties, a continuing security interest in all of the Pledged Collateral of such Additional Pledgor now owned or at any time hereafter acquired by such Pledgor, and any Proceeds thereof, except as provided in Subsection 3.3 of the Guarantee and Collateral Agreement. The Additional Pledgor represents and warrants to the Collateral Agent and the other Secured Parties that this Supplemental Agreement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms.

Guarantee and Collateral Agreement. By executing and delivering this Supplemental Assumption Agreement, the each Additional PledgorGrantor, as provided in Subsection 9.15 Section 9.14 of the Guarantee and Collateral Agreement, hereby becomes a Pledgor under party to the Guarantee and Collateral Agreement as a Grantor and a Guarantor thereunder with respect to the shares of Capital Stock same force and effect as if originally named therein as a Grantor and a Guarantor and, without limiting the generality of the Subsidiary foregoing, hereby expressly (a) assumes all obligations and liabilities of a Grantor and a Guarantor thereunder; (b) guarantees the Additional Pledgor listed in Annex 1 hereto and will be bound by all terms, conditions and duties applicable Obligations pursuant to a Pledgor under Article 2 of the Guarantee and Collateral Agreement; and (c) grants to the Administrative Agent, for the ratable benefit of the Secured Persons, a security interest in such Additional Grantor’s right, title and interest in and to the Collateral, wherever located and whether now owned or at any time hereafter acquired by such Additional Grantor or in which such Additional Grantor now has or at any time in the future may acquire any right, title or interest, as a Pledgor thereundersecurity for the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of such Additional Grantor’s Secured Obligations. The information set forth in Annex 1 1-A hereto is hereby added to the information set forth in Schedule 2 the Schedules to the Guarantee and Collateral Agreement, and such Schedule 2 is hereby amended and modified to include such information. The Each Additional Pledgor Grantor hereby represents and warrants that each of the representations and warranties of such Additional Pledgor, in its capacity as a Pledgor, contained in Subsection 4.3 Article 4 of the Guarantee and Collateral Agreement Agreement, as they relate to such Additional Grantor and its Collateral, is true and correct in all material respects on and as the date hereof (after giving effect to this Supplemental Assumption Agreement) as if made on and as of such date. The Additional Pledgor hereby undertakes each of the covenants, in its capacity as a Pledgor, contained in Subsection 5.3 of the Guarantee and Collateral Agreement. The Additional Pledgor hereby grants, as and to the same extent as provided in the Guarantee and Collateral Agreement, to the Collateral Agent, for the benefit of the Secured Parties, a continuing security interest in all of the Pledged Collateral of such Additional Pledgor now owned or at any time hereafter acquired by such Pledgor, and any Proceeds thereof, except as provided in Subsection 3.3 of the Guarantee and Collateral Agreement. The Additional Pledgor represents and warrants to the Collateral Agent and the other Secured Parties that this Supplemental Agreement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms.

Guarantee and Collateral Agreement. By executing and delivering this Supplemental Assumption Agreement, the Additional PledgorBorrower, as provided in Subsection 9.15 Section 9.13 of the Guarantee and Collateral Agreement, hereby becomes a Pledgor under party to the Guarantee and Collateral Agreement as a Guarantor and Borrower thereunder with respect the same force and effect as if originally named therein as a Guarantor and Borrower and, without limiting the generality of the foregoing, hereby expressly assumes all obligations and liabilities of a Guarantor and Borrower thereunder. In furtherance of the foregoing, the Additional Borrower, as security for the payment and performance in full of the Obligations, does (x) hereby create and grant to the shares of Capital Stock Collateral Agent, for the benefit of the Subsidiary Collateral Agent and the other Secured Parties, a security interest in all of the Additional Pledgor listed Borrower’s right, title and interest in Annex 1 hereto and will be bound to the Collateral of the Additional Borrower and (y) jointly and severally with the other Guarantors, unconditionally and irrevocably guarantee the prompt and complete payment and performance by all terms, conditions and duties applicable the Company when due (whether at the stated maturity by acceleration or otherwise) of the Company Obligations. Each reference to a Pledgor under “Subsidiary,” a “Borrower” or a “Guarantor” in the Guarantee and Collateral Agreement, as a Pledgor thereunderAgreement shall be deemed to include the Additional Borrower. The Guarantee and Collateral Agreement is hereby incorporated herein by reference. The information set forth in Annex 1 1-A hereto is hereby added to the information set forth in Schedule 2 the Schedules to the Guarantee and Collateral Agreement, and such Schedule 2 is hereby amended and modified to include such information. The Additional Pledgor Borrower hereby represents and warrants as to itself that each of the representations and warranties of such Additional Pledgor, in its capacity as a Pledgor, contained in Subsection 4.3 Section 5 of the Guarantee and Collateral Agreement applicable to it is true and correct in all material respects on and as the date hereof (after giving effect to this Supplemental Assumption Agreement) as if made on and as of such date. The Additional Pledgor hereby undertakes each of the covenants, in its capacity as a Pledgor, contained in Subsection 5.3 of the Guarantee and Collateral Agreement. The Additional Pledgor hereby grants, as and to the same extent as provided in the Guarantee and Collateral Agreement, to the Collateral Agent, for the benefit of the Secured Parties, a continuing security interest in all of the Pledged Collateral of such Additional Pledgor now owned or at any time hereafter acquired by such Pledgor, and any Proceeds thereof, except as provided in Subsection 3.3 of the Guarantee and Collateral Agreement. The Additional Pledgor represents and warrants to the Collateral Agent and the other Secured Parties that this Supplemental Agreement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms.

Guarantee and Collateral Agreement. By executing and delivering this Supplemental Assumption Agreement, the Additional PledgorGrantor, as provided in Subsection 9.15 Section 9.14 of the Guarantee and Collateral Agreement, hereby becomes a Pledgor under party to the Guarantee and Collateral Agreement as a Grantor and a Guarantor thereunder with respect to the shares of Capital Stock same force and effect as if originally named therein as a Grantor and a Guarantor and, without limiting the generality of the Subsidiary foregoing, hereby expressly (a) assumes all obligations and liabilities of a Grantor and a Guarantor thereunder; (b) guarantees the Additional Pledgor listed in Annex 1 hereto and will be bound by all terms, conditions and duties applicable Obligations pursuant to a Pledgor under Article 2 of the Guarantee and Collateral Agreement; and (c) grants to the Administrative Agent, for the ratable benefit of the Secured Parties, a security interest in such Additional Grantor’s right, title and interest in and to the Collateral, wherever located and whether now owned or at any time hereafter acquired by the Additional Grantor or in which the Additional Grantor now has or at any time in the future may acquire any right, title or interest, as a Pledgor thereundersecurity for the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Additional Grantor’s Secured Obligations. The information set forth in Annex 1 1-A hereto is hereby added to the information set forth in Schedule 2 the Schedules to the Guarantee and Collateral Agreement, and such Schedule 2 is hereby amended and modified to include such information. The Additional Pledgor Grantor hereby represents and warrants that each of the representations and warranties of such Additional Pledgor, in its capacity as a Pledgor, contained in Subsection 4.3 Article 4 of the Guarantee and Collateral Agreement Agreement, as they relate to the Additional Grantor and its Collateral, is true and correct in all material respects on and as the date hereof (after giving effect to this Supplemental Assumption Agreement) as if made on and as of such date. The Additional Pledgor hereby undertakes each of the covenants, in its capacity as a Pledgor, contained in Subsection 5.3 of the Guarantee and Collateral Agreement. The Additional Pledgor hereby grants, as and to the same extent as provided in the Guarantee and Collateral Agreement, to the Collateral Agent, for the benefit of the Secured Parties, a continuing security interest in all of the Pledged Collateral of such Additional Pledgor now owned or at any time hereafter acquired by such Pledgor, and any Proceeds thereof, except as provided in Subsection 3.3 of the Guarantee and Collateral Agreement. The Additional Pledgor represents and warrants to the Collateral Agent and the other Secured Parties that this Supplemental Agreement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms.