Common use of Additional Collateral; Further Assurances Clause in Contracts

Additional Collateral; Further Assurances. (a) Subject to applicable Requirements of Law, each Loan Party will cause each of its domestic Restricted Subsidiaries (other than any Excluded Subsidiary) formed or acquired after the date of this Agreement to become a Loan Party by executing a Joinder Agreement in substantially the form of Exhibit E. Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the Administrative Agent, for the benefit of the Administrative Agent and the Lenders, in any property of such Loan Party which constitutes Collateral. (b) Each Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each of its domestic Restricted Subsidiaries (other than a Disregarded Domestic Subsidiary) and (ii) 65% of the issued and outstanding Equity Interests entitled to vote and 100% of the issued and outstanding Equity Interests not entitled to vote in each foreign Restricted Subsidiary and Disregarded Domestic Subsidiary directly owned by the Borrower or any domestic Restricted Subsidiary that is not a Disregarded Domestic Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent for the benefit of the Administrative Agent and the Lenders, pursuant to the terms and conditions of the Loan Documents or other security documents as the Administrative Agent shall reasonably request. (c) The Borrower will cause Holdings to pledge and grant a first priority, perfected Lien in favor of the Administrative Agent in 100% of the issued and outstanding Equity Interests of the Borrower. (d) Without limiting the foregoing, each Loan Party will, and will cause each Restricted Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Loan Parties. Nothing in this Section 5.12 shall require, and the Loan Documents shall not contain any requirements as to, the creation or perfection of pledges of or security interests in, or the obtaining of title insurance, surveys, abstracts or appraisals or taking other actions with respect to any Excluded Property. (e) If any material assets (including any real property or improvements thereto having a fair market value in excess of $1,000,000 or any interest therein) are acquired by any Loan Party after the Effective Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien in favor of the Security Agreement upon acquisition thereof), the Borrower will (i) notify the Administrative Agent and the Lenders thereof, and, if requested by the Administrative Agent or the Required Lenders, cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) take, and cause each applicable Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of the Loan Parties. (f) Notwithstanding any other provision to the contrary, nothing in this Section 5.12 shall require, and the Loan Documents shall not contain any requirements as to, the creation or perfection of pledges of or security interests in any Excluded Property. (g) No actions shall be required to create any security interests in any assets or to perfect such security interests other than in the United States (it being understood that there shall be no security agreement or pledge agreement governed under the Laws of any non-U.S. jurisdiction).

Additional Collateral; Further Assurances. (a) Subject to applicable Requirements of Lawlaw, each Loan Party will the Borrower shall cause each of its domestic Restricted Subsidiaries (other than any Excluded Subsidiary) formed or acquired after the date of this Agreement in accordance with the terms of this Agreement to become a Loan Party by executing a the Joinder Agreement in substantially set forth as Exhibit E hereto (the form of Exhibit E. “Joinder Agreement”). Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the Administrative Agent, for the benefit of the Administrative Agent and the Lendersother Secured Parties, in any property of such Loan Party which constitutes CollateralCollateral (other than FCC Licenses). (b) Each The Borrower and each Loan Party Guarantor will cause (i) 100% of the issued and outstanding Equity Interests of each of its domestic Restricted Subsidiaries (other than a Disregarded Domestic Subsidiary) and (ii) 6566% (or such greater percentage that, due to a change in applicable law after the date hereof, (A) could not reasonably be expected to cause the undistributed earnings of such foreign Subsidiary as determined for U.S. federal income tax purposes to be treated as a deemed dividend to such foreign Subsidiary’s U.S. parent and (B) could not reasonably be expected to cause any material adverse tax consequences) of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each foreign Restricted Subsidiary and Disregarded Domestic Subsidiary directly owned by the Borrower or any domestic Restricted Subsidiary that is not a Disregarded Domestic Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent for the benefit of the Administrative Agent and the Lenders, pursuant to the terms and conditions of the Loan Documents or other security documents as the Administrative Agent shall reasonably request. (c) The Borrower will cause Holdings to pledge and grant a first priority, perfected Lien in favor of the Administrative Agent in 100% of the issued and outstanding Equity Interests of the Borrower. (d) Without limiting the foregoing, each Loan Party the Borrower will, and will cause each Restricted domestic Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Loan Parties. Nothing in this Section 5.12 shall require, and the Loan Documents shall not contain any requirements as to, the creation or perfection of pledges of or security interests in, or the obtaining of title insurance, surveys, abstracts or appraisals or taking other actions with respect to any Excluded Property. (ed) If any material assets (including any assets, excluding real property or improvements thereto having with a fair market value in excess of less than $1,000,000 or any interest therein) 15,000,000 and, so long as applicable Law does not permit a lien on such Licenses, FCC Licenses, are acquired by the Borrower or any Loan Party Guarantor after the Effective Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien in favor of the Security Agreement Administrative Agent upon acquisition thereof), the Borrower will (i) notify the Administrative Agent and the Lenders thereof, and, if requested by the Administrative Agent or the Required Lenders, the Borrower will cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) will take, and cause each applicable the other Loan Party Parties to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of the Loan Parties. (f) Notwithstanding any other provision to the contrary, nothing in this Section 5.12 shall require, and the Loan Documents shall not contain any requirements as to, the creation or perfection of pledges of or security interests in any Excluded Property. (g) No actions shall be required to create any security interests in any assets or to perfect such security interests other than in the United States (it being understood that there shall be no security agreement or pledge agreement governed under the Laws of any non-U.S. jurisdiction).

Additional Collateral; Further Assurances. (a) Subject to applicable Requirements In the case of Law, each Loan Party will cause each the formation or acquisition by the Credit Parties of its domestic Restricted Subsidiaries (other than any Excluded Subsidiary) formed or acquired Subsidiary after the date of this Agreement hereof, as to become a Loan Party by executing a Joinder Agreement in substantially the form of Exhibit E. Upon execution and delivery thereofany such Subsidiary, each such Person (i) such Credit Party shall automatically become cause such Subsidiary to execute and deliver to Agent, in form and substance satisfactory to Agent, a Loan Guarantor hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under joinder agreement to the Loan Documents in order to make such Subsidiary a party to this Agreement as a Guarantor and a Guaranty Agreement and shall cause it to execute and deliver such other agreements, documents or instruments and to deliver other consents, waivers, acknowledgments and other agreements from third persons which Agent may deem reasonably necessary or desirable in order to permit, protect and perfect its security interests in and Liens upon the assets of such Subsidiary and the Equity Interests of such Credit Party in such Subsidiary, corporate resolutions and other organization and authorizing documents of such Person, and favorable opinions of counsel to such person and (ii) will grant Liens such Credit Party shall execute and deliver to the Administrative Agent, a pledge and security agreement, in form and substance satisfactory to Agent, granting to Agent for the benefit of the Administrative Agent and the Lenders, in any property Lenders a first pledge of such Loan Party which constitutes Collateral. (b) Each Loan Party will cause (i) 100% and Lien on all of the issued and outstanding shares of Equity Interests of each any such Subsidiary, such other agreements, documents and instruments as Agent may require in connection with the documents referred to above, including, but not limited to, supplements and amendments hereto, corporate resolutions and other organization and authorizing documents and favorable opinions of its domestic Restricted Subsidiaries (other than a Disregarded Domestic Subsidiary) and (ii) 65% of the issued and outstanding Equity Interests entitled counsel to vote and 100% of the issued and outstanding Equity Interests not entitled to vote in each foreign Restricted Subsidiary and Disregarded Domestic Subsidiary directly owned by the Borrower or any domestic Restricted Subsidiary that is not a Disregarded Domestic Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent for the benefit of the Administrative Agent and the Lenders, pursuant to the terms and conditions of the Loan Documents or other security documents as the Administrative Agent shall reasonably requestsuch person. (c) The Borrower will cause Holdings to pledge and grant a first priority, perfected Lien in favor of the Administrative Agent in 100% of the issued and outstanding Equity Interests of the Borrower. (db) Without limiting the foregoing, each Loan Party Borrower will, and will cause each Restricted Subsidiary (other than the MVC PE Fund) to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.016.1, as applicable), which may be required by law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the security interests and Liens created or intended to be created by the Collateral Documentshereunder, all in form and substance reasonably satisfactory to Agent and at the expense of the Loan Parties. Nothing in this Section 5.12 shall require, and the Loan Documents shall not contain any requirements as to, the creation or perfection of pledges of or security interests in, or the obtaining of title insurance, surveys, abstracts or appraisals or taking other actions with respect to any Excluded PropertyBorrower. (e) If any material assets (including any real property or improvements thereto having a fair market value in excess of $1,000,000 or any interest therein) are acquired by any Loan Party after the Effective Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien in favor of the Security Agreement upon acquisition thereof), the Borrower will (i) notify the Administrative Agent and the Lenders thereof, and, if requested by the Administrative Agent or the Required Lenders, cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) take, and cause each applicable Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of the Loan Parties. (f) Notwithstanding any other provision to the contrary, nothing in this Section 5.12 shall require, and the Loan Documents shall not contain any requirements as to, the creation or perfection of pledges of or security interests in any Excluded Property. (g) No actions shall be required to create any security interests in any assets or to perfect such security interests other than in the United States (it being understood that there shall be no security agreement or pledge agreement governed under the Laws of any non-U.S. jurisdiction).

Additional Collateral; Further Assurances. (a) Subject No later than 30 days after the formation or acquisition thereof, subject to applicable Requirements of Lawlaw, each Loan Party the Borrower will cause each of its domestic Restricted Material Subsidiaries (other than any Excluded Subsidiary) formed or acquired after the date of this Agreement to become a Loan Party by executing a Joinder Agreement in substantially joinder agreement to each applicable Loan Document, including the form of Exhibit E. Guaranty and the Security Agreement. Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the Administrative Agent, for the benefit of the Administrative Agent and the Lendersother Secured Parties, in any property of such Loan Party which constitutes Collateralto the extent required under the Security Agreement. (b) Each Notwithstanding the foregoing or anything to the contrary in any Loan Party will cause Document, (i) 100% of the issued and outstanding Equity Interests of each of its domestic Restricted Subsidiaries (other than no Foreign Subsidiary shall be required to issue any guaranty or grant a Disregarded Domestic Subsidiary) security interest in any collateral and (ii) no Loan Party shall be required to pledge more than 65% of the issued and outstanding Equity Interests entitled to vote and 100% voting stock (within the meaning of Section 1.956-2(c)(2) of the issued and outstanding Equity Interests not entitled to vote in each foreign Restricted Subsidiary and Disregarded Domestic Subsidiary directly owned by the Borrower or United States Treasury Regulations) of any domestic Restricted Subsidiary that is not a Disregarded Domestic Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent for the benefit of the Administrative Agent and the Lenders, pursuant to the terms and conditions of the Loan Documents or other security documents as the Administrative Agent shall reasonably requestForeign Subsidiary. (c) The Borrower will cause Holdings to pledge and grant a first priority, perfected Lien in favor of the Administrative Agent in 100% of the issued and outstanding Equity Interests of the Borrower. (d) Without limiting the foregoing, each Loan Party the Borrower will, and will cause each Restricted Subsidiary other Loan Party to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Loan Parties. Nothing in this Section 5.12 shall require, and the Loan Documents shall not contain any requirements as to, the creation or perfection of pledges of or security interests in, or the obtaining of title insurance, surveys, abstracts or appraisals or taking other actions with respect to any Excluded PropertyBorrower. (e) If any material assets (including any real property or improvements thereto having a fair market value in excess of $1,000,000 or any interest therein) are acquired by any Loan Party after the Effective Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien in favor of the Security Agreement upon acquisition thereof), the Borrower will (i) notify the Administrative Agent and the Lenders thereof, and, if requested by the Administrative Agent or the Required Lenders, cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) take, and cause each applicable Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of the Loan Parties. (f) Notwithstanding any other provision to the contrary, nothing in this Section 5.12 shall require, and the Loan Documents shall not contain any requirements as to, the creation or perfection of pledges of or security interests in any Excluded Property. (g) No actions shall be required to create any security interests in any assets or to perfect such security interests other than in the United States (it being understood that there shall be no security agreement or pledge agreement governed under the Laws of any non-U.S. jurisdiction).

Additional Collateral; Further Assurances. (a) Subject to applicable Requirements Requirement of Law, each Loan Party will cause each of its domestic Restricted Subsidiaries (other than any Excluded Subsidiary) Subsidiary formed or acquired after the date of this Agreement to become a Loan Party by executing a Joinder Agreement in substantially the form of Exhibit E. Agreement. Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor hereunder and thereupon shall have all of the rights, benefits, duties, duties and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the Administrative Agent, for the benefit of the Administrative Agent and the Lendersother Secured Parties, in any property of such Loan Party which constitutes Collateral, including any parcel of real property located in the U.S. owned by any Loan Party. (b) Each Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each of its domestic Restricted Subsidiaries (other than a Disregarded Domestic Subsidiary) and (ii) 65% of the issued and outstanding Equity Interests entitled to vote and 100% of the issued and outstanding Equity Interests not entitled to vote in each foreign Restricted Subsidiary and Disregarded Domestic Subsidiary directly owned by the Borrower or any domestic Restricted Subsidiary that is not a Disregarded Domestic Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent Agent, for the benefit of the Administrative Agent and the Lendersother Secured Parties, pursuant to the terms and conditions of the Loan Documents or such other security documents as the Administrative Agent shall reasonably request. (c) The Borrower will cause Holdings to pledge and grant a first priority, perfected Lien in favor of the Administrative Agent in 100% of the issued and outstanding Equity Interests of the Borrower. (d) Without limiting the foregoing, each Loan Party will, and will cause each Restricted Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law any Requirement of Law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all in form and substance reasonably satisfactory to the Administrative Agent and all at the expense of the Loan Parties. Nothing in this Section 5.12 shall require, and the Loan Documents shall not contain any requirements as to, the creation or perfection of pledges of or security interests in, or the obtaining of title insurance, surveys, abstracts or appraisals or taking other actions with respect to any Excluded Property. (ed) If any material assets (including any real property or improvements thereto having a fair market value in excess of $1,000,000 or any interest therein) are acquired by any Loan Party after the Effective Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien in favor of under the Security Agreement upon acquisition thereof), the Borrower will (i) notify the Administrative Agent and the Lenders thereof, thereof and, if requested by the Administrative Agent or the Required Lenders, cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) take, and cause each applicable Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of the Loan Parties. (f) Notwithstanding any other provision to the contrary, nothing in this Section 5.12 shall require, and the Loan Documents shall not contain any requirements as to, the creation or perfection of pledges of or security interests in any Excluded Property. (g) No actions shall be required to create any security interests in any assets or to perfect such security interests other than in the United States (it being understood that there shall be no security agreement or pledge agreement governed under the Laws of any non-U.S. jurisdiction).

Additional Collateral; Further Assurances. (a) Subject to applicable Requirements of Lawlaw, the Borrower and each other Loan Party will shall cause each of its domestic Restricted Domestic Subsidiaries (other than any Excluded SubsidiaryInactive Domestic Subsidiaries) formed or acquired after the date of this Agreement Agreement, and any Domestic Subsidiary that at any time ceases to be a Inactive Domestic Subsidiary, to become a Loan Party by executing a Joinder Agreement in substantially the form of Exhibit E. Guarantor Joinder. Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the Administrative Agent, for the benefit of the Administrative Collateral Agent and the Lenders, in (A) any personal property of such Loan Party which constitutes Collateraland (B) at the request of the Agent, any Real Property located in the United States. The Loan Parties shall deliver such Guarantor Joinder and related documents (as described below) to the Agent within five (5) Business Days after its formation or acquisition. (b) Each The Borrower and each other Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each of its domestic Restricted Subsidiaries (other than a Disregarded Domestic Subsidiary) and (ii) 65% of the issued and outstanding Equity Interests entitled to vote and 100% of the issued and outstanding Equity Interests not entitled to vote in each foreign Restricted Subsidiary and Disregarded Domestic Subsidiary directly owned by the Borrower or any domestic Restricted Subsidiary that is not a Disregarded Domestic Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Administrative Collateral Agent for the benefit of the Administrative Agent and the Lenders, pursuant to the terms and conditions of the Loan Documents or other security documents as the Administrative Agent shall reasonably requestPledge Agreement. (c) The Borrower will cause Holdings to pledge and grant a first priority, perfected Lien in favor of the Administrative Agent in 100% of the issued and outstanding Equity Interests of the Borrower. (d) Without limiting the foregoing, each Loan Party the Borrower will, and will cause each Restricted Subsidiary of the other Loan Parties to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust trust, debentures and other documents and such other actions or deliveries of the type required by Section 4.017.1, as applicableapplicable modified as appropriate to relate to such Subsidiary), which may be required by law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Loan Parties. Nothing in this Section 5.12 shall require, and the Loan Documents shall not contain any requirements as to, the creation or perfection of pledges of or security interests in, or the obtaining of title insurance, surveys, abstracts or appraisals or taking other actions with respect to any Excluded Property. (ed) If any material assets (including any real property Material Real Property or improvements thereto having a fair market value in excess of $1,000,000 or any interest therein) are acquired after the Closing Date by any Loan Party after the Effective Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien in favor of the Security Agreement Collateral Agent upon acquisition thereof), the Borrower applicable Loan Party will (i) notify the Administrative Agent and the Lenders thereof, and, if requested by the Administrative Agent or Agent, the Required Lenders, applicable Loan Party will cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) take, and cause each applicable Loan Party to take, will take such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in paragraph (cb) of this Section, all at the expense of the Loan Parties. (fe) Notwithstanding any other provision anything herein to the contrary, nothing any Subsidiary that guarantees the Convertible Notes shall be required to become a Guarantor simultaneously with its guaranty of the Convertible Notes and to satisfy the other conditions of this Section 8.16. (f) If any Subsidiary of a Loan Party that has been designated as an Inactive Domestic Subsidiary shall cease to be dormant and shall start to conduct any business or generate any sales or shall at any time own, or have rights to assets with a fair market value in excess of $500,000, then, the Borrower shall send prompt written notice of such activities to the Agent and shall cause such Subsidiary to satisfy the conditions set forth in this Section 5.12 shall require, and the Loan Documents shall not contain any requirements as to, the creation or perfection of pledges of or security interests in any Excluded Property8.16 above for Subsidiaries. (g) No actions shall be required Each Loan Party shall, from time to create any security interests in any assets or to perfect such security interests other than time, at its expense, faithfully preserve and protect the Agent’s Lien on and Prior Security Interest in the United States (it being understood that there Collateral as a continuing first priority perfected Lien, subject only to Permitted Encumbrances, and shall be no security agreement do such other acts and things as the Agent in its sole discretion may deem necessary or pledge agreement governed advisable from time to time in order to preserve, perfect and protect the Liens granted under the Laws of any non-U.S. jurisdiction)Loan Documents and to exercise and enforce its rights and remedies thereunder with respect to the Collateral.

Additional Collateral; Further Assurances. (a) Subject to applicable Requirements of Lawlaw, each of the Loan Party will Parties shall cause each of its such Loan Party’s domestic Restricted Subsidiaries (other than any Excluded Subsidiary) formed or acquired after the date of this Agreement in accordance with the terms of this Agreement to become a Loan Party guaranty the Obligations by executing a Joinder joinder to this Agreement in substantially the form for purposes of Exhibit E. Upon execution and delivery thereof, each such Person (i) shall automatically become becoming a Loan Guarantor hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the Administrative Agent, for the benefit of the Administrative Agent and the Lenders, in any property of such Loan Party which constitutes Collateralhereunder. (b) Each of the Loan Party Parties that is a domestic Subsidiary will cause (i) 100% of the issued and outstanding Equity Interests of each of its domestic Restricted Subsidiaries (other than a Disregarded Domestic Subsidiary) and (ii) 65% of the issued and outstanding Equity Interests Interest entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests Interest not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each foreign Restricted Subsidiary and Disregarded Domestic Subsidiary directly owned by the Borrower or any domestic Restricted Subsidiary that is not a Disregarded Domestic Subsidiary such Loan Party to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent for the benefit of the Administrative Agent and the Lenders, Bank pursuant to the terms and conditions of the Collateral Documents or Loan Documents or other security documents as the Administrative Agent Bank shall reasonably request. (c) The Borrower will cause Holdings to pledge and grant a first priority, perfected Lien in favor of the Administrative Agent in 100% of the issued and outstanding Equity Interests of the Borrower. (d) Without limiting the foregoing, each of the Loan Party Parties will, and will cause each Restricted Subsidiary of the Subsidiaries to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements agreement and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01section 4.1(b), as applicable), which may be required by law or which the Administrative Agent Bank may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Loan Parties. Nothing in this Section 5.12 shall require, and the Loan Documents shall not contain any requirements as to, the creation or perfection of pledges of or security interests in, or the obtaining of title insurance, surveys, abstracts or appraisals or taking other actions with respect to any Excluded Property. (ed) If any material assets (including any real property or improvements thereto having a fair market value in excess of $1,000,000 or any interest therein) are acquired by any Each Loan Party after will, promptly upon request by the Effective Date (Bank, do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances and other than assets constituting Collateral under instruments as the Security Agreement that become subject Bank may reasonably require from time to the Lien time in favor of the Security Agreement upon acquisition thereof), the Borrower will order to (i) notify to the Administrative Agent and fullest extent permitted by applicable law, subject any Loan Party’s properties, assets, rights or interests to the Lenders thereof, and, if requested by the Administrative Agent Liens now or the Required Lenders, cause such assets hereafter intended to be subjected to a Lien securing covered by any the Secured Obligations Collateral Documents, and (ii) takeperfect and maintain the validity, effectiveness and cause each applicable Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in paragraph (c) priority of this Section, all at the expense any of the Loan PartiesCollateral Documents and any of the Liens intended to be created thereunder. (f) Notwithstanding any other provision to the contrary, nothing in this Section 5.12 shall require, and the Loan Documents shall not contain any requirements as to, the creation or perfection of pledges of or security interests in any Excluded Property. (g) No actions shall be required to create any security interests in any assets or to perfect such security interests other than in the United States (it being understood that there shall be no security agreement or pledge agreement governed under the Laws of any non-U.S. jurisdiction).

Additional Collateral; Further Assurances. (a) Subject to applicable Requirements Requirement of Law, each Loan Party will cause each of its domestic Restricted Domestic Subsidiaries (other than any Excluded Subsidiary) formed or acquired after the date of this Agreement to become a Loan Party by executing a Joinder Agreement in substantially Agreement. In connection therewith, the form of Exhibit E. Administrative Agent shall have received all documentation and other information regarding such newly formed or acquired Subsidiaries as may be required to comply with the applicable “know your customer” rules and regulations, including the USA Patriot Act. Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the Administrative Agent, for the benefit of the Administrative Agent and the Lendersother Secured Parties, in any property of such Loan Party which constitutes Collateral, including any parcel of real property located in the U.S. owned by any Loan Party. (b) Each Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each of its domestic Restricted Domestic Subsidiaries (other than a Disregarded Domestic Subsidiary) and (ii) 65% of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each foreign Restricted Subsidiary and Disregarded Domestic Foreign Subsidiary directly owned by the a Borrower or any domestic Restricted Subsidiary that is not a Disregarded Domestic Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent for the benefit of the Administrative Agent and the Lendersother Secured Parties, pursuant to the terms and conditions of the Loan Documents or other security documents as the Administrative Agent shall reasonably request. (c) The Borrower will cause Holdings to pledge and grant a first priority, perfected Lien in favor of the Administrative Agent in 100% of the issued and outstanding Equity Interests of the Borrower. (d) Without limiting the foregoing, each Loan Party will, and will cause each Restricted Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law any Requirement of Law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all in form and substance reasonably satisfactory to the Administrative Agent and all at the expense of the Loan Parties. Nothing in this Section 5.12 shall require, and the Loan Documents shall not contain any requirements as to, the creation or perfection of pledges of or security interests in, or the obtaining of title insurance, surveys, abstracts or appraisals or taking other actions with respect to any Excluded Property. (ed) If any material assets (including any real property or improvements thereto having a fair market value in excess of $1,000,000 or any interest therein) are acquired by any Loan Party after the Effective Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien in favor of under the Security Agreement upon acquisition thereof), the Borrower Representative will (i) notify the Administrative Agent and the Lenders thereof, and, if requested by the Administrative Agent or the Required Lenders, cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) take, and cause each applicable Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of the Loan Parties. (f) Notwithstanding any other provision to the contrary, nothing in this Section 5.12 shall require, and the Loan Documents shall not contain any requirements as to, the creation or perfection of pledges of or security interests in any Excluded Property. (g) No actions shall be required to create any security interests in any assets or to perfect such security interests other than in the United States (it being understood that there shall be no security agreement or pledge agreement governed under the Laws of any non-U.S. jurisdiction).

Additional Collateral; Further Assurances. (a) Subject to applicable Requirements of Lawlaw, each Loan Party will and each Subsidiary that is a Loan Party shall cause each of its domestic Restricted Domestic Subsidiaries (other than any Excluded Subsidiary) formed or acquired after the date Effective Date (except for Permitted J/Vs) in accordance with the terms of this Agreement to become a Loan Party by executing a the Joinder Agreement in substantially set forth as Exhibit D hereto (the form of Exhibit E. “Joinder Agreement”). Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the Administrative Agent, for the benefit of the Administrative Agent and the Lenders, in any property of such Loan Party which constitutes Collateral, including any parcel of owned real property located in the U.S. owned by any Loan Party. (b) Each Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each of its domestic Restricted Subsidiaries (other than a Disregarded Domestic the Equity Interest of any Permitted J/Vs not owned by any other Loan Party or Subsidiary) and (ii) 65% of the issued and outstanding Equity Interests entitled to vote and 100% of the issued and outstanding Equity Interests not entitled to vote in each foreign Restricted Subsidiary and Disregarded Domestic Subsidiary directly owned by the Borrower or any domestic Restricted Subsidiary that is not a Disregarded Domestic Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent for pursuant to the benefit terms and conditions of the Loan Documents or other security documents as the Administrative Agent shall reasonably request. Each Loan Party will cause 65% of the issued and outstanding Equity Interests of each of its Foreign Subsidiaries (other than the Equity Interest of any Permitted J/Vs not owned by any other Loan Party or Subsidiary) to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent and the Lenders, pursuant to the terms and conditions of the Loan Documents or other security documents as the Administrative Agent shall reasonably request. (c) The Borrower will cause Holdings to pledge and grant a first priority, perfected Lien in favor of the Administrative Agent in 100% of the issued and outstanding Equity Interests of the Borrower. (d) Without limiting the foregoing, each Loan Party will, and will cause each Restricted Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, fee property mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Loan Parties. Nothing For the avoidance of doubt, no Loan Party shall have any obligation to deliver any mortgages in this Section 5.12 shall require, and the Loan Documents shall not contain respect of any requirements as to, the creation or perfection of pledges of or security leasehold interests in, or the obtaining of title insurance, surveys, abstracts or appraisals or taking other actions with respect to any Excluded Propertyin real property. (ed) If Subject to the second sentence of clause (b) above and the final sentence of clause (c) above, if any material assets (including any fee real property or improvements thereto having a fair market value in excess of $1,000,000 or any interest therein) are acquired by any Loan Party after the Effective Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien in favor of the Security Agreement upon acquisition thereof), the Borrower will (i) notify the Administrative Agent and the Lenders thereof, and, if requested by the Administrative Agent or the Required Lenders, cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) will take, and cause each applicable Subsidiary that is a Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of the Loan Parties. (f) Notwithstanding any other provision to the contrary, nothing in this Section 5.12 shall require, and the Loan Documents shall not contain any requirements as to, the creation or perfection of pledges of or security interests in any Excluded Property. (g) No actions shall be required to create any security interests in any assets or to perfect such security interests other than in the United States (it being understood that there shall be no security agreement or pledge agreement governed under the Laws of any non-U.S. jurisdiction).

Additional Collateral; Further Assurances. (a) Subject to applicable Requirements of Lawlaw, each Loan Party will shall, unless the Required Lenders otherwise consent, cause each of its domestic Restricted Subsidiaries (other than excluding any Excluded Foreign Subsidiary) formed or acquired after the date of this Agreement in accordance with the terms of this Agreement to become a Loan Party by executing a the Joinder Agreement in substantially set forth as Exhibit F hereto (the form of Exhibit E. “Joinder Agreement”) within thirty (30) days after the formation or acquisition thereof. Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the Administrative Agent, for the benefit of the Administrative Agent and the Lenders, in any property of such Loan Party which constitutes CollateralCollateral as set forth in, and in accordance with, the Collateral Documents. (b) Each Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each of its domestic Restricted Domestic Subsidiaries (other than a Disregarded Domestic excluding any Immaterial Subsidiary) and (ii) 65% of the issued and outstanding Equity Interests entitled to vote and 100% of the issued and outstanding Equity Interests not entitled to vote in each foreign Restricted Foreign Subsidiary and Disregarded Domestic Subsidiary (excluding, for the avoidance of doubt, Canadian Fertilizers, Ltd.) directly owned by the Borrower or any domestic Restricted Domestic Subsidiary that is not a Disregarded Domestic Subsidiary Loan Party to be subject at all times to a first priority, priority perfected Lien in favor of the Administrative Agent for the benefit of the Administrative Agent and the Lenders, pursuant to the terms and conditions of the Loan Documents or other security documents as the Administrative Agent shall reasonably request. (c) The Borrower will cause Holdings to pledge and grant a first priority, perfected Lien in favor of the Administrative Agent in 100% of the issued and outstanding Equity Interests of the Borrower. (d) Without limiting the foregoing, each Loan Party will, and will cause each Restricted Subsidiary of its Subsidiaries which is required to become a Loan Party pursuant to the terms of this Agreement to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements documents and instrumentsagreements, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Loan Parties. Nothing in this Section 5.12 shall require, and the Loan Documents shall not contain any requirements as to, the creation or perfection of pledges of or security interests in, or the obtaining of title insurance, surveys, abstracts or appraisals or taking other actions with respect to any Excluded Property. (e) If any material assets (including any real property or improvements thereto having a fair market value in excess of $1,000,000 or any interest therein) are acquired by any Loan Party after the Effective Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien in favor of the Security Agreement upon acquisition thereof), the Borrower will (i) notify the Administrative Agent and the Lenders thereof, and, if requested by the Administrative Agent or the Required Lenders, cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) take, and cause each applicable Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of the Loan Parties. (f) Notwithstanding any other provision to the contrary, nothing in this Section 5.12 shall require, and the Loan Documents shall not contain any requirements as to, the creation or perfection of pledges of or security interests in any Excluded Property. (g) No actions shall be required to create any security interests in any assets or to perfect such security interests other than in the United States (it being understood that there shall be no security agreement or pledge agreement governed under the Laws of any non-U.S. jurisdiction).

Additional Collateral; Further Assurances. (a) Subject to applicable Requirements Requirement of Law, each Loan Party will cause each of its domestic Restricted Subsidiaries after any Material Domestic Subsidiary (other than any Excluded Subsidiarya Foreign Subsidiary Holdco) is formed or acquired after the date of this Agreement Agreement, each Loan Party will cause, as promptly as possible but in any event within thirty (30) days (or such later date as may be agreed upon by the Administrative Agent) after such formation or acquisition, such Material Domestic Subsidiary to become a Loan Party by executing a Joinder Agreement in substantially the form of Exhibit E. Agreement. Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the Administrative Agent, for the benefit of the Administrative Agent and the Lendersother Secured Parties, in any property of such Loan Party which constitutes Collateral. (b) Each Loan Party will cause (i) 100% the Applicable Pledge Percentage of the issued and outstanding Equity Interests of each of its domestic Restricted Subsidiaries (other than a Disregarded Domestic Subsidiary) and (ii) 65% of the issued and outstanding Equity Interests entitled to vote and 100% of the issued and outstanding Equity Interests not entitled to vote in each foreign Restricted Subsidiary and Disregarded Domestic Pledge Subsidiary directly owned by the Borrower or any domestic Restricted Subsidiary that is not a Disregarded Domestic Subsidiary other Loan Party to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent Agent, for the benefit of the Administrative Agent and the Lendersother Secured Parties, pursuant to the terms and conditions of the Loan Documents or other security documents as the Administrative Agent shall reasonably request. Notwithstanding the foregoing, no such pledge agreement in respect of the Equity Interests of a Foreign Subsidiary shall be required hereunder (A) until the date that is sixty (60) days after the Effective Date or such later date as the Administrative Agent may agree in the exercise of its reasonable discretion with respect thereto, and (B) to the extent the Administrative Agent or its counsel determines that such pledge would not provide material credit support for the benefit of the Secured Parties pursuant to legally valid, binding and enforceable pledge agreements. (c) The Borrower will cause Holdings to pledge and grant a first priority, perfected Lien in favor of the Administrative Agent in 100% of the issued and outstanding Equity Interests of the Borrower. (d) Without limiting the foregoing, each Loan Party will, and will cause each Restricted Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust filings and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law any Requirement of Law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all in form and substance reasonably satisfactory to the Administrative Agent and all at the expense of the Loan Parties. Nothing in this Section 5.12 . (d) If, at any time after the Effective Date any Subsidiary of the Borrower that is not a Loan Party shall requirebecome party to a guaranty of, and the Loan Documents shall not contain or ▇▇▇▇▇ ▇ ▇▇▇▇ on any requirements as toassets to secure, any Subordinated Indebtedness or any other Material Indebtedness, the creation Borrower shall promptly notify the Administrative Agent thereof and, within five (5) days thereof (or perfection of pledges of or security interests in, or such later date as may be agreed upon by the obtaining of title insurance, surveys, abstracts or appraisals or taking other actions Administrative Agent) cause such Subsidiary to comply with respect Section 5.14(a) as if such Subsidiary constituted a Material Domestic Subsidiary (but without giving effect to any Excluded Propertythe 30-day grace period provided therein). (e) If any material assets (including other than any real property or improvements thereto having a fair market value in excess of $1,000,000 or any interest thereinExcluded Assets) are acquired by any Loan Party after the Effective Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien in favor of under the Security Agreement upon acquisition thereof), the Borrower will (i) notify the Administrative Agent and the Lenders thereof, and, if reasonably requested by the Administrative Agent or the Required Lenders, cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) take, and cause each applicable Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of the Loan Parties. (f) Notwithstanding any other provision to the contrary, nothing in this Section 5.12 shall require, and the Loan Documents shall not contain any requirements as to, the creation or perfection of pledges of or security interests in any Excluded Property. (g) No actions shall be required to create any security interests in any assets or to perfect such security interests other than in the United States (it being understood that there shall be no security agreement or pledge agreement governed under the Laws of any non-U.S. jurisdiction).

Additional Collateral; Further Assurances. (a) Subject to applicable Requirements of Lawlaw, each Loan Party will shall, unless the Required Lenders otherwise consent, (i) cause each of its domestic Restricted Subsidiaries (other than excluding any Excluded Foreign Subsidiary) to become or remain a Loan Party and a Guarantor and (ii) cause each (excluding any Foreign Subsidiary) formed or acquired after the date Closing Date in accordance with the terms of this Agreement to (1) become a party to this Agreement by executing the Joinder Agreement set forth as Exhibit F hereto (the “Joinder Agreement”), and (2) guarantee payment and performance of the Guaranteed Obligations pursuant to the Guaranty. (b) Upon the request of the Agent, each Loan Party shall (i) grant Liens to the Agent, for the benefit of the Agent and the Lenders, pursuant to such documents as the Agent may reasonably deem necessary and deliver such property, documents, and instruments as the Agent may request to perfect the Liens of the Agent in any Property of such Loan Party which constitutes Collateral, including any parcel of real Property located in the U.S. owned by executing a Joinder Agreement any Loan Party, and (ii) in substantially connection with the form foregoing requirements, or either of Exhibit E. them, deliver to the Agent all items of the type required by Section 4.1 (as applicable). Upon execution and delivery thereofof such Loan Documents and other instruments, certificates, and agreements, each such Person (i) shall automatically become a Loan Guarantor hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the Administrative Agent, for the benefit of the Administrative Agent and the Lenders, in any property of such Loan Party which constitutes CollateralDocuments. (bc) Each Loan Party will cause (i) 100% of the issued and outstanding Equity Interests Capital Stock of each of its domestic Restricted Domestic Subsidiaries (other than a Disregarded Domestic Subsidiary) and (ii) 65% (or such greater percentage that, due to a change in an applicable law after the date hereof, (1) could not reasonably be expected to cause the undistributed earnings of such Foreign Subsidiary as determined for U.S. federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s U.S. parent and (2) could not reasonably be expected to cause any material adverse tax consequences) of the issued and outstanding Equity Interests Capital Stock entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests Capital Stock not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each foreign Restricted Subsidiary and Disregarded Domestic Foreign Subsidiary directly owned by the Borrower such Loan Party or any domestic Restricted Subsidiary that is not a Disregarded Domestic Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent for the benefit of the Administrative Agent and the Lenders, pursuant to the terms and conditions of the Loan Documents or other security documents as the Administrative Agent shall reasonably request. (c) The Borrower will cause Holdings to pledge and grant a first priority, perfected Lien in favor of the Administrative Agent in 100% of the issued and outstanding Equity Interests of the Borrower. (d) Without limiting the foregoing, each Loan Party willshall, and will shall cause each Restricted Subsidiary of the Borrowers’ Subsidiaries which is required to become a Loan Party pursuant to the terms of this Agreement to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements documents and instrumentsagreements, and will shall take or cause to be taken such further actions (including as the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Loan Parties. Nothing in this Section 5.12 shall require, and the Loan Documents shall not contain any requirements as to, the creation or perfection of pledges of or security interests in, or the obtaining of title insurance, surveys, abstracts or appraisals or taking other actions with respect to any Excluded Property. (e) If Notwithstanding the foregoing, at any material assets (including any real property or improvements thereto having time after a fair market value in excess of $1,000,000 or any interest therein) are acquired by any Default has occurred, each Loan Party after shall, upon the Effective Date (other than assets constituting Collateral under request of the Security Agreement that Agent, cause each Foreign Subsidiary to become subject a Loan Party and a Guarantor and to grant Liens to the Lien in favor Agent on its assets and have the balance of the Security Agreement upon acquisition thereof), the Borrower will (i) notify the Administrative Agent and the Lenders thereof, and, if requested by the Administrative Agent or the Required Lenders, cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) take, and cause each applicable Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of the Loan Parties. (f) Notwithstanding any other provision its stock pledged to the contrary, nothing in this Section 5.12 shall require, and the Loan Documents shall not contain any requirements as to, the creation or perfection of pledges of or security interests in any Excluded PropertyAgent. (g) No actions shall be required to create any security interests in any assets or to perfect such security interests other than in the United States (it being understood that there shall be no security agreement or pledge agreement governed under the Laws of any non-U.S. jurisdiction).

Additional Collateral; Further Assurances. (a) Subject to applicable Requirements of Law, each Loan Party will cause each of its domestic Restricted Subsidiaries (other than any Excluded Subsidiary) formed or acquired after the date of this Agreement to become a Loan Party by executing a Joinder Agreement in substantially the form of Exhibit E. Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the Administrative Agent, for the benefit of the Administrative Agent and the Lenders, in any property of such Loan Party which constitutes Collateral. (b) Each Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each of its domestic Restricted Subsidiaries (other than a Disregarded Domestic Subsidiary) and (ii) 65% of the issued and outstanding Equity Interests entitled to vote and 100% of the issued and outstanding Equity Interests not entitled to vote in each foreign Restricted Subsidiary and Disregarded Domestic Subsidiary directly owned by the Borrower or any domestic Restricted Subsidiary that is not a Disregarded Domestic Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent for the benefit of the Administrative Agent and the Lenders, pursuant to the terms and conditions of the Loan Documents or other security documents as the Administrative Agent shall reasonably request. (c) The Borrower will cause Holdings to pledge and grant a first priority, perfected Lien in favor of the Administrative Agent in 100% of the issued and outstanding Equity Interests of the Borrower. (d) Without limiting the foregoing, each Loan Party will, and will cause each Restricted Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Loan Parties. Nothing in this Section 5.12 shall require, and the Loan Documents shall not contain any requirements as to, the creation or perfection of pledges of or 59562397_5 LEGAL_US_E # 113892680.8124105178.14 security interests in, or the obtaining of title insurance, surveys, abstracts or appraisals or taking other actions with respect to any Excluded Property. (e) If any material assets (including any real property or improvements thereto having a fair market value in excess of $1,000,000 or any interest therein) are acquired by any Loan Party after the Effective Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien in favor of the Security Agreement upon acquisition thereof), the Borrower will (i) notify the Administrative Agent and the Lenders thereof, and, if requested by the Administrative Agent or the Required Lenders, cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) take, and cause each applicable Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of the Loan Parties. (f) Notwithstanding any other provision to the contrary, nothing in this Section 5.12 shall require, and the Loan Documents shall not contain any requirements as to, the creation or perfection of pledges of or security interests in any Excluded Property. (g) No actions shall be required to create any security interests in any assets or to perfect such security interests other than in the United States (it being understood that there shall be no security agreement or pledge agreement governed under the Laws of any non-U.S. jurisdiction).

Additional Collateral; Further Assurances. (a) Subject to applicable Requirements Requirement of Law, each Loan Party will cause each of its domestic Restricted Subsidiaries (other than any Excluded Subsidiary) Subsidiary formed or acquired after the date of this Agreement to become a Loan Party by executing a Joinder Agreement in substantially the form of Exhibit E. Agreement. Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor hereunder and thereupon shall have all of the rights, benefits, duties, duties and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the Administrative Agent, for the benefit of the Administrative Agent and the Lendersother Secured Parties, in any property of such Loan Party which constitutes Collateral. (b) Each Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each of its domestic Restricted Domestic Subsidiaries (other than a Disregarded Domestic Subsidiary) and (ii) 65% (or such greater percentage that, due to a change in applicable law after the date hereof, (1) could not reasonably be expected to cause the undistributed earnings of such Foreign Subsidiary as determined for U.S. federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary's U.S. parent and (2) could not reasonably be expected to cause any material adverse tax consequences) of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each foreign Restricted Subsidiary and Disregarded Domestic Foreign Subsidiary directly owned by the such Borrower or any domestic Restricted Subsidiary that is not a Disregarded Domestic Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent Agent, for the benefit of the Administrative Agent and the Lendersother Secured Parties, pursuant to the terms and conditions of the Loan Documents or other security documents as the Administrative Agent shall reasonably request. (c) The Borrower will cause Holdings to pledge and grant a first priority, perfected Lien in favor of the Administrative Agent in 100% of the issued and outstanding Equity Interests of the Borrower. (d) Without limiting the foregoing, each Loan Party will, and will cause each Restricted Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust statements and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law any Requirement of Law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all in form and substance reasonably satisfactory to the Administrative Agent and all at the expense of the Loan Parties. Nothing in this Section 5.12 shall requireNotwithstanding the foregoing, at any time after an Event of Default has occurred, each Loan Party will, upon the request of the Administrative Agent, cause each Foreign Subsidiary to become a Loan Party and a Loan Guarantor and to grant Liens to the Loan Documents shall not contain any requirements as to, Administrative Agent on its assets and have the creation or perfection balance of pledges of or security interests in, or its Equity Interests pledged to the obtaining of title insurance, surveys, abstracts or appraisals or taking other actions with respect to any Excluded PropertyAdministrative Agent. (ed) If any material assets (including any real property or improvements thereto having a fair market value in excess of $1,000,000 or any interest therein) are acquired by any Loan Party after the Effective Date that are of the type of Collateral described in the Security Agreement (other than assets constituting Collateral under the Security Agreement that become subject to the Lien in favor of under the Security Agreement upon acquisition thereof), the Borrower Representative will (i) notify the Administrative Agent and the Lenders thereof, thereof and, if requested by the Administrative Agent or the Required Lenders, cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) take, and cause each applicable Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of the Loan Parties. (fe) Notwithstanding any other provision Within 60 days of the Effective Date, or such later date as may be agreed to by the Administrative Agent, the Loan Parties shall deliver to the contrary, nothing in this Section 5.12 shall require, and the Loan Documents shall not contain any requirements as to, the creation or perfection of pledges of or security interests in any Excluded Property. (g) No actions shall be Administrative Agent each Control Agreement required to create any security interests in any assets or be provided pursuant to perfect such security interests other than in Section 4.14 of the United States (it being understood that there shall be no security agreement or pledge agreement governed under the Laws of any non-U.S. jurisdiction)Security Agreement.

Additional Collateral; Further Assurances. (a) Subject to any applicable Requirements Requirement of Law, each Loan Party will cause each of its domestic Restricted Subsidiaries (other than any Excluded Subsidiary) formed or acquired after the date of this Agreement or any limited liability companies formed pursuant to any division to become a Loan Party by executing a Joinder Agreement in substantially Agreement. In connection therewith, the form of Exhibit E. Lender shall have received all documentation and other information regarding such newly formed or acquired Subsidiaries as may be required to comply with the applicable “know your customer” rules and regulations, including the USA Patriot Act. Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the Administrative AgentLender, for the benefit of the Administrative Agent and the LendersSecured Parties, in any property of such Loan Party which constitutes Collateral, including any parcel of real property located in the U.S. owned by any Loan Party. (b) Each Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each of its domestic Restricted Subsidiaries (other than a Disregarded Domestic Subsidiary) and (ii) 65% of the issued and outstanding Equity Interests entitled to vote and 100% of the issued and outstanding Equity Interests not entitled to vote in each foreign Restricted Subsidiary and Disregarded Domestic Subsidiary directly owned by the Borrower or any domestic Restricted Subsidiary that is not a Disregarded Domestic Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent Lender, for the benefit of the Administrative Agent and the LendersSecured Parties, pursuant to the terms and conditions of the Loan Documents or other security documents as the Administrative Agent Lender shall reasonably request. (c) The Borrower will cause Holdings to pledge and grant a first priority, perfected Lien in favor of the Administrative Agent in 100% of the issued and outstanding Equity Interests of the Borrower. (d) Without limiting the foregoing, each Loan Party will, and will cause each Restricted Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent Lender such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law any Requirement of Law or which the Administrative Agent Lender may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all in form and substance reasonably satisfactory to the Lender and all at the expense of the Loan Parties. Nothing in this Section 5.12 shall require, and the Loan Documents shall not contain any requirements as to, the creation or perfection of pledges of or security interests in, or the obtaining of title insurance, surveys, abstracts or appraisals or taking other actions with respect to any Excluded Property. (ed) If any material assets (including any real property or improvements thereto having a fair market value in excess of $1,000,000 or any interest therein) are acquired by any Loan Party after the Effective Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien in favor of under the Security Agreement upon acquisition thereof), the Borrower will (i) notify the Administrative Agent and the Lenders thereof, Lender and, if requested by the Administrative Agent or the Required LendersLender, cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) take, and cause each applicable Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent Lender to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of the Loan Parties. (f) Notwithstanding any other provision to the contrary, nothing in this Section 5.12 shall require, and the Loan Documents shall not contain any requirements as to, the creation or perfection of pledges of or security interests in any Excluded Property. (g) No actions shall be required to create any security interests in any assets or to perfect such security interests other than in the United States (it being understood that there shall be no security agreement or pledge agreement governed under the Laws of any non-U.S. jurisdiction).

Additional Collateral; Further Assurances. (a) Subject to applicable Requirements of Lawlaw, the Borrower will, and will cause each Subsidiary that is a Loan Party will to, cause each of its domestic Restricted Subsidiaries (other than any Excluded Subsidiary) formed or acquired after the date of this Agreement in accordance with the terms of this Agreement to become a Loan Party by executing a the Joinder Agreement in substantially the form of Exhibit E. A to the Subsidiary Guaranty and the Joinder Agreement in the form of Annex F to the Security Agreement (collectively, the “Joinder Agreements” and each a “Joinder Agreement”) within 30 days of such formation or acquisition. Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Subsidiary Guarantor hereunder under the Subsidiary Guaranty and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents to which it is a party and (ii) will shall automatically become a Grantor under the Security Agreement and shall grant Liens to the Administrative Agent, for the benefit of the Administrative Agent and the Lenders, in any property of such Loan Party which constitutes Collateral. (b) Each Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each of its domestic Restricted Subsidiaries (other than a Disregarded Domestic Subsidiary) and (ii) 65% of the issued and outstanding Equity Interests entitled to vote and 100% of the issued and outstanding Equity Interests not entitled to vote in each foreign Restricted Subsidiary and Disregarded Domestic Subsidiary directly owned by the Borrower or any domestic Restricted Subsidiary that is not a Disregarded Domestic Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent for the benefit of the Administrative Agent and the Lenders, pursuant to the terms and conditions of the Loan Documents or other security documents as the Administrative Agent shall reasonably request. (c) The Borrower will cause Holdings to pledge and grant a first priority, perfected Lien in favor of the Administrative Agent in 100% of the issued and outstanding Equity Interests of the Borrower. (d) Without limiting the foregoing, each Loan Party the Borrower will, and will cause each Restricted Subsidiary that is a Loan Party to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements agreements, opinions and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust statements and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Loan Parties. Nothing . (c) If the Borrower or any Subsidiary that is a Loan Party acquires any Deposit Account or Securities Account (other than an Excluded Account and any Specified Chase Account) in this Section 5.12 connection with the consummation of a Permitted Acquisition, the Borrower shall, or shall requirecause such Subsidiary to (i) provide prompt written notice to the Administrative Agent of the acquisition of such Deposit Account or Securities Account, and (ii) obtain a Control Agreement with respect to such Deposit Account or Securities Account within 90 days following the Loan Documents shall not contain any requirements as to, consummation of such Permitted Acquisition. In the creation event that the Borrower or perfection of pledges of or security interests in, or the obtaining of title insurance, surveys, abstracts or appraisals or taking other actions such Subsidiary is unable to obtain a Control Agreement with respect to any Deposit Account or Securities Account (other than an Excluded PropertyAccount and any Specified Chase Account) acquired in connection with a Permitted Acquisition within such 90 day period, the Borrower shall, or shall cause such Subsidiary to, unless waived by the Administrative Agent, within 30 days after the expiration of such 90 day period, close such Deposit Account or Securities Account and transfer the cash or securities (or proceeds thereof) maintained in such accounts to new Deposit Accounts or Securities Accounts maintained with a depository bank, securities broker, securities intermediary or other financial institution that is a party to a Control Agreement or to any Specified Chase Account. (ed) If any material assets (including any real property or improvements thereto having The Borrower will, and will cause each Subsidiary that is a fair market value in excess of $1,000,000 or any interest therein) are Loan Party to, use commercially reasonable efforts to obtain a Processor Control Agreement/Letter with respect to each Credit Card Processor party to a credit card processing agreement acquired by the Borrower or such Subsidiary in connection with the consummation of any Loan Party Permitted Acquisition, within 90 days after the Effective Date (other than assets constituting Collateral under consummation of such Permitted Acquisition; provided that in the Security Agreement event that become subject the Borrower or such Subsidiary is unable to obtain any such Processor Control Agreement/Letter within such 90 day period, then, unless waived by the Lien in favor of the Security Agreement upon acquisition thereof)Administrative Agent, the Borrower will (i) notify or such Subsidiary shall terminate the Administrative Agent and applicable credit card processing agreement within 30 days after the Lenders thereof, and, if requested by the Administrative Agent or the Required Lenders, cause expiration of such assets to be subjected to a Lien securing the Secured Obligations and (ii) take, and cause each applicable Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of the Loan Parties. (f) Notwithstanding any other provision to the contrary, nothing in this Section 5.12 shall require, and the Loan Documents shall not contain any requirements as to, the creation or perfection of pledges of or security interests in any Excluded Property. (g) No actions shall be required to create any security interests in any assets or to perfect such security interests other than in the United States (it being understood that there shall be no security agreement or pledge agreement governed under the Laws of any non-U.S. jurisdiction90 day period).

Additional Collateral; Further Assurances. (a) Subject To the extent required by Section 5.14(f) below (provided, that at the Borrower’s election to be made in its sole and absolute discretion, any Loan Party may cause any Subsidiary to become a Loan Guarantor pursuant to this Section 5.14 even if not required by Section 5.14(f)), but subject to applicable Requirements of Law, each Loan Party will cause each of its domestic Restricted Subsidiaries (other than any Excluded Subsidiary) formed or acquired after the date of this Agreement within thirty (30) days (or such longer period the Administrative Agent shall approve in writing) after such formation or acquisition to become a Loan Party by executing a Joinder Agreement in substantially (or such other documents performing similar functions as may be required by the form of Exhibit E. Administrative Agent). In connection therewith, the Administrative Agent shall have received all documentation and other information regarding such newly formed or acquired Subsidiaries as may be required to comply with the applicable “know your customer” rules and regulations, including the USA Patriot Act and Canadian AML Legislation. Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the Administrative AgentAgent or the Australian Security Trustee (as applicable), for the benefit of the Administrative Agent Agent, the Australian Security Trustee and the Lendersother Secured Parties, in any property of such Loan Party which constitutes Collateral, including any Material Real Property. (b) Each To the extent so owned, each Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each of its domestic Restricted Subsidiaries (other than a Disregarded Domestic Subsidiary) and (ii) 65% of the issued and outstanding Equity Interests entitled to vote and 100% of the issued and outstanding Equity Interests not entitled to vote in each foreign Restricted Subsidiary and Disregarded Domestic Subsidiary directly owned by the Borrower or any domestic Restricted Subsidiary that is not a Disregarded Domestic Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent or the Australian Security Trustee (as applicable) for the benefit of the Administrative Agent Agent, the Australian Security Trustee and the Lendersother Secured Parties, pursuant to the terms and conditions of the Loan Documents or other security documents as the Administrative Agent shall reasonably request. ; provided that if the Borrower, in good faith consultation with the Administrative Agent, reasonably determines that such security interest in the Equity Interests of a Foreign Subsidiary (cother than a Loan Party) The Borrower will cause Holdings would result in material adverse tax consequences, then such pledge may be limited to pledge and grant a first priority, perfected Lien in favor 65% of the Administrative Agent in issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of the BorrowerTreas. Reg. Section 1.956-2(c)(2)) in each Foreign Subsidiary directly owned by any Loan Party. (dc) Without limiting the foregoing, each Loan Party will, and will cause each Restricted Loan Party and Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent or the Australian Security Trustee (as applicable) such documents, agreements and instruments, and will take or cause to be taken such further actions (including the delivery of legal opinions, filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law any Requirement of Law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Loan Parties. Nothing . (d) With respect to all owned Material Real Property owned by a Loan Party that is acquired after the Effective Date or that becomes Material Real Property after the Effective Date, the Loan Parties shall within sixty (60) days thereafter (or such later date as approved by the Administrative Agent), deliver each of the following, in this Section 5.12 shall requireform and substance reasonably satisfactory to the Administrative Agent: (i) a Mortgage on such property; (ii) evidence that a counterpart of the Mortgage has been recorded in the place necessary, in the Administrative Agent’s reasonable judgment, to create a valid and enforceable first priority Lien in favor of the Administrative Agent for the benefit of itself and the Secured Parties, subject to Permitted Encumbrances; (iii) ALTA or other mortgagee’s title policy; (iv) an ALTA survey prepared and certified to the Administrative Agent by a surveyor reasonably acceptable to the Administrative Agent; (v) an opinion of counsel in the state in which such Material Real Property is located in form and substance and from counsel reasonably satisfactory to the Administrative Agent; (vi) if any such parcel of Material Real Property is determined by the Administrative Agent to be in a flood zone, a flood notification form signed by the Borrower and evidence that flood insurance is in place for the building and contents, all in form and substance satisfactory to the Administrative Agent; (vii) such other information, documentation, and the Loan Documents shall not contain any requirements certifications as to, the creation or perfection of pledges of or security interests in, or the obtaining of title insurance, surveys, abstracts or appraisals or taking other actions with respect to any Excluded Propertymay be reasonably required by Administrative Agent. (e) If any material assets (including any real property Material Real Property or improvements thereto having a fair market value in excess of $1,000,000 or any interest therein) are acquired by any Loan Party after the Effective Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien in favor of under the Security Agreement upon acquisition thereof), the Borrower will (i) notify the Administrative Agent and the Lenders thereof, and, if requested by the Administrative Agent or the Required Lenders, to the extent not constituting Excluded Assets (as defined in the Security Agreement), cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) take, and cause each applicable Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of the Loan Parties. (f) Notwithstanding The Borrower will ensure that the Guarantors will: (i) at all times, own, in aggregate, at least 85% of the Total Assets of the Borrower and its Subsidiaries; and (ii) generate at least 85% of the EBITDA of the Borrower and its Subsidiaries in respect of each 6-month period ending on last day of each fiscal quarter. A failure to comply with Section 5.14(f) at any other provision to time will not constitute an Event of Default if any Subsidiary that is not a Guarantor becomes a Guarantor by satisfying the contraryrequirements set forth Section 5.14 within thirty (30) days (or such longer period the Administrative Agent shall approve in writing) of such formation or acquisition and, nothing in this Section 5.12 shall require, and the Loan Documents shall not contain any requirements as toa result, the creation or perfection requirements of pledges of or security interests in any Excluded PropertySection 5.14(f) are satisfied. (g) No actions shall be required to create any security interests in any assets or to perfect such security interests other than in the United States (it being understood that there shall be no security agreement or pledge agreement governed under the Laws of any non-U.S. jurisdiction).

Additional Collateral; Further Assurances. (a) Subject to applicable Requirements of Lawlaw, each Loan Party will shall cause each of its domestic Restricted Subsidiaries (other than any Excluded Subsidiary) formed or acquired after the date of this Agreement in accordance with the terms of this Agreement to become a Loan Party by executing a the Joinder Agreement in substantially set forth as Exhibit E hereto (the form of Exhibit E. “Joinder Agreement”). Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the Administrative Agent, for the benefit of the Administrative Agent and the Lenders, in any property of such Loan Party which constitutes Collateral, including any parcel of real property located in the U.S. owned by any Loan Party. (b) Each Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each of its domestic Restricted Subsidiaries (other than a Disregarded Domestic Subsidiary) and (ii) 65% (or such greater percentage that, due to a change in applicable law after the date hereof, (1) could not reasonably be expected to cause the undistributed earnings of such foreign Subsidiary as determined for U.S. federal income tax purposes to be treated as a deemed dividend to such foreign Subsidiary’s U.S. parent and (2) could not reasonably be expected to cause any material adverse tax consequences) of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2) in each foreign Restricted Subsidiary and Disregarded Domestic Subsidiary directly owned by the Borrower or any domestic Restricted Subsidiary that is not a Disregarded Domestic Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent for the benefit of the Administrative Agent and the Lenders, pursuant to the terms and conditions of the Loan Documents or other security documents as the Administrative Agent shall reasonably request. (c) The Borrower will cause Holdings to pledge and grant a first priority, perfected Lien in favor of the Administrative Agent in 100% of the issued and outstanding Equity Interests of the Borrower. (d) Without limiting the foregoing, each Loan Party will, and will cause each Restricted Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Loan Parties. Nothing in this Section 5.12 shall requireNotwithstanding the foregoing, at any time after an Event of Default has occurred, each Loan Party will, upon the request of the Administrative Agent, cause each foreign Subsidiary to become a Loan Party and a Loan Guarantor and to grant Liens to the Loan Documents shall not contain any requirements as to, Administrative Agent on its assets and have the creation or perfection balance of pledges of or security interests in, or its stock pledged to the obtaining of title insurance, surveys, abstracts or appraisals or taking other actions with respect to any Excluded PropertyAdministrative Agent. (ed) If any material assets (including any real property or improvements thereto having a fair market value in excess of $1,000,000 or any interest therein) are acquired by any Loan Party after the Effective Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien in favor of the Security Agreement upon acquisition thereof), the Borrower Representative will (i) notify the Administrative Agent and the Lenders thereof, and, if requested by the Administrative Agent or the Required Lenders, the Borrowers will cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) will take, and cause each applicable the Loan Party Parties to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of the Loan Parties. (f) Notwithstanding any other provision to the contrary, nothing in this Section 5.12 shall require, and the Loan Documents shall not contain any requirements as to, the creation or perfection of pledges of or security interests in any Excluded Property. (g) No actions shall be required to create any security interests in any assets or to perfect such security interests other than in the United States (it being understood that there shall be no security agreement or pledge agreement governed under the Laws of any non-U.S. jurisdiction).

Additional Collateral; Further Assurances. (a) Subject to applicable Requirements of LawThe Borrowers will, each Loan Party and will cause each Domestic Subsidiary to, execute any documents, UCC or PPSA filing statements, agreements and instruments, and take all further action (including filing Mortgages) that may be required under applicable law, or that the Administrative Agent may reasonably request, in order to effectuate the transactions contemplated by the Loan Documents and in order to grant, preserve, protect and perfect the validity and priority of the Liens created or intended to be created by the Loan Documents. Each Borrower will cause any subsequently acquired or organized Domestic Subsidiary to execute a supplement (in form and substance satisfactory to the Administrative Agent) to the Subsidiary Guaranty and each other applicable Loan Document in favor of the Secured Parties. Each Borrower will cause its Foreign Subsidiaries to execute and deliver any documents reasonably necessary to perfect the pledge of its domestic Restricted Equity Interests (subject to the limitations set forth below) under the laws of such subsidiaries’ jurisdiction of organization. In addition, from time to time, the Borrowers will, at their cost and expense, promptly secure the Obligations by pledging or creating, or causing to be pledged or created, perfected Liens with respect to such of their and their Domestic Subsidiaries’ assets and properties as the Administrative Agent or the Required Lenders shall designate, it being agreed that it is the intent of the parties that the Obligations shall be secured by, among other things, substantially all the assets of the Borrowers and their Domestic Subsidiaries (other including real and personal property acquired subsequent to the Effective Date); provided that, notwithstanding anything to the contrary contained in any Loan Document, Revolving Loan Document or Second Lien Term Loan Document, neither the Borrowers nor their subsidiaries shall be required to pledge more than any Excluded Subsidiary) formed or acquired after the date of this Agreement to become a Loan Party by executing a Joinder Agreement in substantially the form of Exhibit E. Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor hereunder and thereupon shall have all 65% of the rightsvoting Equity Interests (representing not greater than 65% of the total combined voting power of all classes of Equity Interests entitled to vote) of a Foreign Subsidiary, benefitsprovided, dutiesfurther, and obligations in that none of the Borrowers or their subsidiaries shall be required to pledge (or cause to be pledged) Equity Interests of a Foreign Subsidiary to the extent such capacity Equity Interests of such Foreign Subsidiary are held by another Foreign Subsidiary. Such Liens will be created under the Loan Documents in form and (ii) will grant Liens substance satisfactory to the Administrative Agent, for and the benefit of Borrowers shall deliver or cause to be delivered to the Administrative Agent all such instruments and documents (including legal opinions, title insurance policies and lien searches) as the Lenders, in any property of such Loan Party which constitutes CollateralAdministrative Agent shall reasonably request to evidence compliance with this Section. (b) Each Loan Party The Borrowers will cause (i) 100% of the issued and outstanding Equity Interests of each of its domestic Restricted Subsidiaries (any Revolving Loan Collateral or other than a Disregarded Domestic Subsidiary) and (ii) 65% of the issued and outstanding Equity Interests entitled to vote and 100% of the issued and outstanding Equity Interests not entitled to vote in each foreign Restricted Subsidiary and Disregarded Domestic Subsidiary directly owned by the Borrower or any domestic Restricted Subsidiary assets that is not a Disregarded Domestic Subsidiary to be are subject at all times to a first priority, perfected Lien in favor of the Administrative Agent for lenders (or the benefit administrative agent on behalf of such lenders) under the Revolving Loan Documents to be subject at all times to a perfected Lien in favor of the Administrative Agent and the Lenders, pursuant to the terms and conditions of the Loan Documents or Documents, and shall deliver such other security documents in connection therewith as the Administrative Agent shall reasonably (taking into account the costs of delivery of such security documents and the benefits provided by such security documents) request. (c) The Borrower Borrowers will cause Holdings any First Lien Term Loan Collateral or other assets that are subject to pledge and grant a first priority, perfected Lien in favor of the First Lien Term Loan Lenders (or the administrative agent on behalf of such First Lien Term Loan Lenders) under the First Lien Term Loan Documents to be subject at all times to a perfected Lien in favor of the Administrative Agent in 100% pursuant to the terms and conditions of the issued Loan Documents, and outstanding Equity Interests shall deliver such other security documents in connection therewith as the Administrative Agent shall reasonably (taking into account the costs of delivery of such security documents and the Borrowerbenefits provided by such security documents) request. (d) Without limiting the foregoing, each Loan Party will, and the Borrowers will cause each Restricted Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements documents and instrumentsagreements, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and Documents, including but not limited to ensure perfection and priority all items of the Liens created or intended to be created type required by the Collateral Documents, all at the expense of the Loan Parties. Nothing in this Section 5.12 shall require, and the Loan Documents shall not contain any requirements 4.01 (as to, the creation or perfection of pledges of or security interests in, or the obtaining of title insurance, surveys, abstracts or appraisals or taking other actions with respect to any Excluded Propertyapplicable). (e) If To the extent permitted hereunder, if, after the Effective Date, any material assets Borrower proposes to (including any i) acquire a fee ownership interest in real property or improvements thereto having with a fair market value in excess of $1,000,000 5,000,000 or (ii) enter into any interest therein) are acquired by any Loan Party after the Effective Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien in favor lease of the Security Agreement upon acquisition thereof)Specified Real Property, the such Borrower will (i) notify or, with respect to any such lease of Specified Leasehold Property, will use commercially reasonable efforts to), prior to or concurrently with the acquisition of such fee ownership interest or the entry into such lease, as the case may be, provide the Administrative Agent and a mortgage or deed of trust granting the Lenders thereofAdministrative Agent a first priority Lien on the fee ownership interest or the leasehold interest (as applicable) to be acquired, anda mortgage title insurance policy, local counsel opinion(s), a survey (with respect to such a fee ownership interest), consent of the lessor under the applicable lease to the mortgage or deed of trust (with respect to such a leasehold interest), supplemental casualty insurance if requested required by the Administrative Agent or the Required LendersAgent, cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) takeflood insurance if required by law, and cause each applicable Loan Party to takesuch other documents, such actions as shall be necessary instruments or agreements reasonably requested by the Administrative Agent Agent, in each case, in form and substance reasonably satisfactory to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of the Loan PartiesAdministrative Agent. (f) Notwithstanding any other provision to the contrary, nothing in this Section 5.12 shall require, and the Loan Documents shall not contain any requirements as toanything else set forth herein, the creation or perfection of pledges of or security interests in any Excluded Property. (g) No actions shall Borrowers will not be required to deliver the following items on the Effective Date and will be required instead to deliver them no later than 30 days after the Effective Date (or such later dates from time to time as consented to by the Administrative Agent in its reasonable discretion): (i) any documents required under German law to create and perfect the security interest of the Administrative Agent in 65% of the Equity Interests of any security interests in Subsidiary of any assets or to perfect such security interests other than in the United States (it being understood that there shall be no security agreement or pledge agreement governed Borrower organized under the Laws laws of any non-U.S. jurisdiction)Germany; (ii) a Mortgage and all other documents and instruments required to be delivered in connection with the Mortgages delivered on the Effective Date with respect to all real estate acquired by the Borrowers pursuant to the IBR Plasma Asset Acquisition; and (iii) PPSA filing statements with respect to the Borrowers’ assets located in Canada, together with opinions of local counsel opining to the perfection of the Administrative Agent’s security interest in such Collateral.

Additional Collateral; Further Assurances. (a) Subject to applicable Requirements of Lawlaw, the Borrower and each other Loan Party will shall cause each of its domestic Restricted Subsidiaries (other than any Excluded Subsidiary) formed or acquired after the date of this Agreement in accordance with the terms of this Agreement to (i) become a Loan Party by executing a the Joinder Agreement set forth as Exhibit E hereto (the “Joinder Agreement”), and (ii) execute a joinder to the Security Agreement, pursuant to which such Subsidiary shall grant Liens to the Administrative Agent, for the benefit of the Administrative Agent and the Lenders, in substantially the form any property of Exhibit E. such Loan Party which constitutes Collateral. Upon execution and delivery thereofof the Joinder Agreement, each such Person (i) shall automatically become a Loan Guarantor hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the Administrative Agent, for the benefit of the Administrative Agent and the Lenders, in any property of such Loan Party which constitutes CollateralDocuments. (b) Each The Borrower and each other Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each of its domestic Restricted Subsidiaries (other than a Disregarded Domestic Subsidiary) and (ii) 6566% of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2) in each foreign Restricted Subsidiary and Disregarded Domestic Foreign Subsidiary directly or indirectly owned by the Borrower or any domestic Restricted Subsidiary that is not a Disregarded Domestic Subsidiary other Loan Party to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent for the benefit of the Administrative Agent and the Lenders, pursuant to the terms and conditions of the Loan Documents or other security documents as the Administrative Agent shall reasonably request. (c) The Borrower will cause Holdings to pledge and grant a first priority, perfected Lien in favor of the Administrative Agent in 100% of the issued and outstanding Equity Interests of the Borrower. (d) Without limiting the foregoing, each Loan Party will, and will cause each Restricted Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Loan Parties. Nothing in this Section 5.12 shall require, and the Loan Documents shall not contain any requirements as to, the creation or perfection of pledges of or security interests in, or the obtaining of title insurance, surveys, abstracts or appraisals or taking other actions with respect to any Excluded Property. (e) If any material assets (including any real property or improvements thereto having a fair market value in excess of $1,000,000 or any interest therein) are acquired by any Loan Party after the Effective Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien in favor of the Security Agreement upon acquisition thereof), the Borrower will (i) notify the Administrative Agent and the Lenders thereof, and, if requested by the Administrative Agent or the Required Lenders, cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) take, and cause each applicable Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of the Loan Parties. (f) Notwithstanding any other provision to the contrary, nothing in this Section 5.12 shall require, and the Loan Documents shall not contain any requirements as to, the creation or perfection of pledges of or security interests in any Excluded Property. (g) No actions shall be required to create any security interests in any assets or to perfect such security interests other than in the United States (it being understood that there shall be no security agreement or pledge agreement governed under the Laws of any non-U.S. jurisdiction).

Additional Collateral; Further Assurances. (a) Subject to applicable Requirements of Law, each Loan Party will cause each of its domestic Restricted Subsidiaries (other than any Excluded Subsidiary) formed or acquired after the date of this Agreement within thirty (30) days (or such longer period the Administrative Agent shall approve in writing) after such formation or acquisition to become a Loan Party by executing a Joinder Agreement in substantially Agreement. In connection therewith, the form of Exhibit E. Administrative Agent shall have received all documentation and other information regarding such newly formed or acquired Subsidiaries as may be required to comply with the applicable “know your customer” rules and regulations, including the USA PATRIOT Act. Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the Administrative Agent, for the benefit of the Administrative Agent and the Lendersother Secured Parties, in any property of such Loan Party which constitutes Collateral, including any Material Real Property located in the U.S. owned by any Loan Party. (b) Each Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each of its domestic Restricted Subsidiaries (other than a Disregarded Domestic Subsidiary) and (ii) 65% of the issued and outstanding Equity Interests entitled to vote and 100% of the issued and outstanding Equity Interests not entitled to vote in each foreign Restricted Subsidiary and Disregarded Domestic Subsidiary directly owned by the Borrower or any domestic Restricted Subsidiary that is not a Disregarded Domestic Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent for the benefit of the Administrative Agent and the Lendersother Secured Parties, pursuant to the terms and conditions of the Loan Documents or other security documents as the Administrative Agent shall reasonably request. (c) The Borrower will cause Holdings to pledge and grant a first priority, perfected Lien in favor of the Administrative Agent in 100% of the issued and outstanding Equity Interests of the Borrower. (d) Without limiting the foregoing, each Loan Party will, and will cause each Restricted Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the delivery of legal opinions, filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law any Requirement of Law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Loan Parties. Nothing . (d) With respect to all owned Material Real Property that is acquired after the Effective Date or that becomes Material Real Property after the Effective Date, the Loan Parties shall within sixty (60) days thereafter (or such later date as approved by the Administrative Agent), deliver each of the following, in this Section 5.12 shall form and substance reasonably satisfactory to the Administrative Agent: (i) a Mortgage on such property; (ii) evidence that a counterpart of the Mortgage has been recorded in the place necessary, in the Administrative Agent’s reasonable judgment, to create a valid and enforceable first priority Lien in favor of the Administrative Agent for the benefit of itself and the Secured Parties, subject to Permitted Encumbrances; (iii) ALTA or other mortgagee’s title policy; (iv) an ALTA survey prepared and certified to the Administrative Agent by a surveyor reasonably acceptable to the Administrative Agent; (v) an opinion of counsel in the state in which such real property is located in form and substance and from counsel reasonably satisfactory to the Administrative Agent; (vi) if any such parcel of real property is determined by the Administrative Agent to be in a flood zone, a flood notification form signed by the Borrower and evidence that flood insurance is in place for the building and contents, all in form and substance satisfactory to the Administrative Agent; (vii) if reasonably required by the Administrative Agent, a current appraisal of the real property prepared by an appraiser reasonably acceptable to the Administrative Agent, and in form and substance reasonably satisfactory to the Administrative Agent; (viii) if required by the Administrative Agent, an environmental assessment of the real property prepared by an environmental engineer reasonably acceptable to the Administrative Agent, and accompanied by such reports, certificates, studies or data as Administrative Agent may reasonably require, which shall all be in form and substance reasonably satisfactory to the Loan Documents shall not contain any requirements Administrative Agent; and (ix) such other information, documentation, and certifications as to, may be reasonably required by the creation or perfection of pledges of or security interests in, or the obtaining of title insurance, surveys, abstracts or appraisals or taking other actions with respect to any Excluded PropertyAdministrative Agent. (e) If any material assets (including any real property or improvements thereto having a fair market value in excess of $1,000,000 or any interest therein) are acquired by any Loan Party after the Effective Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien in favor of under the Security Agreement upon acquisition thereof), the Borrower will (i) notify the Administrative Agent and the Lenders thereof, and, if requested by the Administrative Agent or the Required Lenders, cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) take, and cause each applicable Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of the Loan Parties. (f) Notwithstanding any other provision to the contrary, nothing in this Section 5.12 shall require, and the Loan Documents shall not contain any requirements as to, the creation or perfection of pledges of or security interests in any Excluded Property. (g) No actions shall be required to create any security interests in any assets or to perfect such security interests other than in the United States (it being understood that there shall be no security agreement or pledge agreement governed under the Laws of any non-U.S. jurisdiction).

Additional Collateral; Further Assurances. (a) Subject to applicable Requirements of Lawlaw, the Borrower and each Loan Party will Domestic Subsidiary shall, unless the Lender otherwise consents, cause each of its domestic Restricted Domestic Subsidiaries (other than any Excluded Subsidiary) formed or acquired after the date of this Agreement in accordance with the terms of this Agreement to become a Loan Party by executing execute a Joinder Agreement in substantially the form of Exhibit E. Agreement. Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the Administrative Agent, for the benefit of the Administrative Agent and the LendersLender, in any property of such Loan Party which constitutes Collateral. (b) Each Loan Party The Borrower and each Domestic Subsidiary will cause (i) 100% of the issued and outstanding Equity Interests of each of its domestic Restricted Subsidiaries (other than a Disregarded Domestic Subsidiary) and (ii) 65% of the issued and outstanding Equity Interests entitled to vote and 100% of the issued and outstanding Equity Interests not entitled to vote in each foreign Restricted Subsidiary and Disregarded Domestic Subsidiary directly owned by the Borrower or any domestic Restricted Subsidiary that is not a Disregarded Domestic Subsidiary such Loan Party to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent for the benefit of the Administrative Agent and the Lenders, Lender pursuant to the terms and conditions of the Loan Documents or other security documents as the Administrative Agent Lender shall reasonably request. (c) The Borrower will cause Holdings to pledge and grant a first priority, perfected Lien in favor of the Administrative Agent in 100% of the issued and outstanding Equity Interests of the Borrower. (d) Without limiting the foregoing, the Borrower and each Loan Party Domestic Subsidiary will, and will cause each Restricted Domestic Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent Lender such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law or which the Administrative Agent Lender may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Loan Parties. Nothing in this Section 5.12 shall require, and the Loan Documents shall not contain any requirements as to, the creation or perfection of pledges of or security interests in, or the obtaining of title insurance, surveys, abstracts or appraisals or taking other actions with respect to any Excluded Property. (ed) If any material assets (including any real property or improvements thereto having a fair market value in excess of $1,000,000 or any interest thereinexcluding Excluded Property) are acquired by the Borrower or any Loan Party Domestic Subsidiary after the Effective Date (other than assets constituting Collateral under the Security Agreement or any other Collateral Document that become subject to the Lien in favor of the Security Agreement Lender upon acquisition thereof), the Borrower will (i) notify the Administrative Agent and the Lenders thereofLender, and, if requested by the Administrative Agent or the Required LendersLender, cause such assets to be subjected to a Lien securing the Secured Obligations of or guaranteed by the applicable Loan Party and (ii) take, and cause each applicable Loan Party Domestic Subsidiary to take, such actions as shall be necessary or reasonably requested by the Administrative Agent Lender to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of the Loan Parties. (f) Notwithstanding any other provision to the contrary, nothing in this Section 5.12 shall require, and the Loan Documents shall not contain any requirements as to, the creation or perfection of pledges of or security interests in any Excluded Property. (g) No actions shall be required to create any security interests in any assets or to perfect such security interests other than in the United States (it being understood that there shall be no security agreement or pledge agreement governed under the Laws of any non-U.S. jurisdiction).

Additional Collateral; Further Assurances. (a) Subject to applicable Requirements of Law, each Loan Party existing as of the First Amendment Effective Date will cause each of its domestic Restricted Subsidiaries (other than any Excluded Subsidiary) formed or acquired after the date of this Agreement to become a Loan Party by executing a Joinder Agreement in substantially Loan Guaranty, which Loan Guaranty shall become effective on the form of Exhibit E. Upon execution First Amendment Effective Date, and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) Party will grant Liens to the Administrative Agent, for the benefit of the Administrative Agent and the Lendersother Secured Parties, in any property of such Loan Party which constitutes Collateral, which grant shall become effective on the First Amendment Effective Date. Each Loan Party will cause each of its Subsidiaries formed or acquired after the First Amendment Effective Date to become a Loan Party by executing a Loan Guaranty and granting Liens to the Administrative Agent, for the benefit of the Administrative Agent and the other Secured Parties, in any property of such Loan Party which constitutes Collateral, in each case reasonably promptly after such Subsidiary is formed or acquired. (b) Each Loan Party will cause (i) 100% all of the issued and outstanding Equity Interests of each of its domestic Restricted Subsidiaries (other than a Disregarded Domestic Subsidiary) and (ii) 65% of the issued and outstanding Equity Interests entitled to vote and 100% of the issued and outstanding Equity Interests not entitled to vote in each foreign Restricted Subsidiary and Disregarded Domestic Subsidiary directly owned by the Borrower or any domestic Restricted Subsidiary that is not a Disregarded Domestic Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent for the benefit of the Administrative Agent and the Lendersother Secured Parties, pursuant to the terms and conditions of the Loan Documents or other security documents as the Administrative Agent shall reasonably request. (c) The Borrower will cause Holdings to pledge and grant a first priority, perfected Lien in favor of the Administrative Agent in 100% of the issued and outstanding Equity Interests of the Borrower. (d) Without limiting the foregoing, each Loan Party will, and will cause each Restricted Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.014.03, as applicable), which may be required by law any Requirement of Law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all in form and substance reasonably satisfactory to the Administrative Agent and all at the expense of the Loan Parties. Nothing in this Section 5.12 shall require, and the Loan Documents shall not contain any requirements as to, the creation or perfection of pledges of or security interests in, or the obtaining of title insurance, surveys, abstracts or appraisals or taking other actions with respect to any Excluded Property. (ed) If any material assets (including any real property Specified Real Property or improvements thereto having a fair market value in excess of $1,000,000 or any interest therein) are acquired by any Loan Party after the First Amendment Effective Date (other than ​ ​ ​ assets constituting Collateral under the Security Agreement Collateral Documents that become subject to the Lien in favor of under the Security Agreement Collateral Documents upon acquisition thereof), the Borrower will (i) notify the Administrative Agent and the Lenders thereof, and, if requested by the Administrative Agent or the Required Lenders, cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) take, and cause each applicable Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of the Loan Parties, and each Lender shall have completed and received all flood insurance due diligence and flood insurance compliance requirements with respect to such Specified Real Property. (fe) Notwithstanding any other provision anything herein to the contrary, nothing any grant of Liens by any of the Loan Parties required under this Agreement or any of the other Loan Documents, so long as the Senior Notes are outstanding and the Intercreditor Agreement is in this Section 5.12 effect, shall requirebe granted to the Collateral Agent for the benefit of the Secured Parties and the holders of the Senior Notes and subject to the Intercreditor Agreement, and any reference herein to the Loan grant of a Lien under the Collateral Documents shall not contain any requirements as to, for the creation or perfection benefit of pledges of or security interests in any Excluded Property. (g) No actions the Administrative Agent and the other Secured Parties shall be required deemed to create any security interests in any assets or refer to perfect such security interests other than in the United States (it being understood that there shall be no security agreement or pledge agreement governed under Collateral Agent for the Laws benefit of any non-U.S. jurisdiction)the Secured Parties and the holders of the Senior Notes and subject to the Intercreditor Agreement.

Additional Collateral; Further Assurances. (a) Subject Promptly, and in any event within 30 days after the Borrower or any of its Subsidiaries acquires any asset or property, including any Real Property, which is not covered by the existing Security Documents, including, without limitation, any Capital Stock of any Subsidiary (the "ADDITIONAL COLLATERAL"), the Borrower will cause any newly acquired Subsidiary to applicable Requirements of Lawexecute a Subsidiary Guaranty, each Loan Party and the Borrower will, and will cause each of its domestic Restricted Subsidiaries (other than any Excluded Subsidiary) formed or acquired after the date of this Agreement to become a Loan Party by executing a Joinder Agreement in substantially the form of Exhibit E. Upon execution and delivery thereofto, each such Person (i) shall automatically become a Loan Guarantor hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the Administrative Agent, for the benefit of the Banks, security interests and mortgages in such asset or property, EXCEPT that, with respect to any asset or property acquired in a Permitted Business Acquisition, including any Subsidiary so acquired, such actions shall be required to be performed on or before the applicable Permitted Business Acquisition Closing Date (except as otherwise assented to by the Administrative Agent Agent). Such security interests and mortgages shall be granted pursuant to documentation substantially the Lenderssame as the Security Documents (the "ADDITIONAL SECURITY DOCUMENTS") reasonably satisfactory in form and substance to the Administrative Agent, including, without limitation, and if deemed desirable by the Administrative Agent, opinions of local counsel in any jurisdictions in which such asset or property is located, and shall constitute valid and enforceable perfected security interests superior to and prior to the rights of all third Persons and subject to no other Liens except Permitted Encumbrances at the time of perfection thereof. The Additional Security Documents or other instruments related thereto shall be duly recorded or filed in such Loan Party which constitutes Collateral. (b) Each Loan Party will cause (i) 100% of manner and in such places as are required by law to establish, perfect, preserve and protect the issued and outstanding Equity Interests of each of its domestic Restricted Subsidiaries (other than a Disregarded Domestic Subsidiary) and (ii) 65% of the issued and outstanding Equity Interests entitled to vote and 100% of the issued and outstanding Equity Interests not entitled to vote in each foreign Restricted Subsidiary and Disregarded Domestic Subsidiary directly owned by the Borrower or any domestic Restricted Subsidiary that is not a Disregarded Domestic Subsidiary to be subject at all times to a first priority, perfected Lien Liens in favor of the Administrative Agent for the benefit of the Administrative Agent and the Lenders, Banks required to be granted pursuant to the terms Additional Security Documents and conditions of the Loan Documents or all taxes, fees and other security documents as the Administrative Agent charges payable in connection therewith shall reasonably requesthave been paid in full. (cb) The Borrower will cause Holdings to pledge and grant a first priority, perfected Lien in favor of the Administrative Agent in 100% of the issued and outstanding Equity Interests of the Borrower. (d) Without limiting the foregoing, each Loan Party will, and will cause each Restricted Subsidiary of its Subsidiaries to, execute at its own expense, make, execute, endorse, acknowledge, file and/or deliver to the Administrative Agent from time to time such vouchers, invoices, schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, real property surveys, reports and deliverother assurances or instruments and take such further steps relating to the Collateral covered by any of the Security Documents or the Additional Security Documents as the Administrative Agent may reasonably require. Furthermore, or Holdings shall cause to be executed and delivered, delivered to the Administrative Agent such documentsopinions of counsel, agreements title insurance and instrumentsother related documents as may be requested by the Administrative Agent to assure themselves that this Section 6.14 has been compiled with. Without limiting the generality of the foregoing, Holdings will, and will take or cause each of its Subsidiaries to, obtain a Landlord Certification and Waiver in form and substance satisfactory to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law or which the Administrative Agent maywith respect to any leases of Real Property entered into by any Credit Party after the Closing Date or held by any Person which becomes a Credit Party after the Closing Date. (c) At the request of the Administrative Agent or the Required Banks, Holdings shall provide to the Administrative Agent appraisals satisfying applicable requirements of FIRREA in respect of the Real Property of Holdings and its Subsidiaries, if any, constituting Collateral, from time to time, in form and substance reasonably request satisfactory to carry out the terms and conditions of this Agreement Administrative Agent. (d) Holdings and the other Loan Documents and to ensure perfection and priority Borrower agree that each action required by this Section 6.14 shall be completed as soon as possible, but if such Collateral has been newly acquired by Holdings or its Subsidiaries or is Collateral held by any newly acquired Subsidiary of the Liens created or intended to be created by Borrower, in no event later than 30 days after the Collateral Documents, all at the expense date of the Loan Parties. Nothing in this Section 5.12 shall require, and the Loan Documents shall not contain any requirements as to, the creation or perfection acquisition of pledges of or security interests in, or the obtaining of title insurance, surveys, abstracts or appraisals or taking other actions such Collateral; PROVIDED that with respect to any Excluded Property. (e) If any material assets Collateral acquired in a Permitted Business Acquisition, each action required by this Section 6.14 with respect to such Collateral (including property of, or Capital Stock of, any real property or improvements thereto having a fair market value in excess newly acquired Subsidiary) shall be taken no later than the closing of $1,000,000 or any interest therein) are acquired by any Loan Party after the Effective Date (other than assets constituting Collateral under the Security Agreement that become subject such Permitted Business Acquisition, unless otherwise consented to the Lien in favor of the Security Agreement upon acquisition thereof), the Borrower will (i) notify the Administrative Agent and the Lenders thereof, and, if requested by the Administrative Agent or the Required Lenders, cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) take, and cause each applicable Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of the Loan PartiesAgent. (f) Notwithstanding any other provision to the contrary, nothing in this Section 5.12 shall require, and the Loan Documents shall not contain any requirements as to, the creation or perfection of pledges of or security interests in any Excluded Property. (g) No actions shall be required to create any security interests in any assets or to perfect such security interests other than in the United States (it being understood that there shall be no security agreement or pledge agreement governed under the Laws of any non-U.S. jurisdiction).

Additional Collateral; Further Assurances. (a) Subject to applicable Requirements Requirement of Law, each Loan Party will cause each of its domestic Restricted Subsidiaries (other than any Excluded Subsidiary) Subsidiary formed or acquired after the date of this Agreement (other than any Inactive Subsidiary) to become a Loan Party by executing a Joinder Agreement Agreement, concurrently with the formation or acquisition thereof, or such later date as may be approved in substantially writing by the form of Exhibit E. Administrative Agent in its sole discretion. In connection therewith, the Administrative Agent shall have received all documentation and other information regarding such newly formed or acquired Subsidiaries as may be required to comply with the applicable “know your customer” rules and regulations, including the USA Patriot Act. Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor or, if approved by Administrative Agent, a Borrower hereunder and thereupon shall have all of the rights, benefits, duties, duties and obligations in such capacity under the Loan Documents Documents, and (ii) will grant Liens to the Administrative Agent, for the benefit of the Administrative Agent and the Lendersother Secured Parties, in any property of such Loan Party which constitutes Collateral. The Loan Parties will (concurrently with the formation or acquisition thereof, or such later date as may be approved in writing by the Administrative Agent in its sole discretion) cause to be delivered customary secretary’s certificates and other deliverables, including favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in this Section 5.14), in form, content and scope reasonably satisfactory to the Administrative Agent. The Loan Parties shall notify the Administrative Agent, regarding such Subsidiary, of (i) its jurisdiction of formation, (ii) the number of shares of each class of its Equity Interests outstanding, (iii) the number and percentage of outstanding shares of each class owned (directly or indirectly) by the Loan Parties or any Subsidiary and (iv) the number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto. (b) Each Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each of its domestic Restricted Domestic Subsidiaries (other than and each Foreign Subsidiary that constitutes a Disregarded Domestic Subsidiary) Loan Guarantor, and (ii) 65% (or such greater percentage that, due to a change in applicable law after the date hereof, (1) could not reasonably be expected to cause the undistributed earnings of such Foreign Subsidiary as determined for U.S. federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s U.S. parent and (2) could not reasonably be expected to cause any material adverse tax consequences) of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2) in each foreign Restricted Foreign Subsidiary and Disregarded Domestic Subsidiary (to the extent not a Loan Guarantor) directly owned by the Borrower or any domestic Restricted Subsidiary that is not a Disregarded Domestic Subsidiary such Loan Party to be subject at all times to a first prioritypriority (subject to the ABL Liens and Permitted Encumbrances which may have priority by operation of Requirements of Law), perfected Lien in favor of the Administrative Agent Agent, for the benefit of the Administrative Agent and the Lendersother Secured Parties, pursuant to the terms and conditions of the Loan Documents or other security documents as the Administrative Agent shall reasonably request. (c) The Borrower will cause Holdings to pledge and grant a first priority, perfected Lien in favor of the Administrative Agent in 100% of the issued and outstanding Equity Interests of the Borrower. (d) Without limiting the foregoing, each Loan Party will, and will cause each Restricted Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust statements and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law any Requirement of Law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all in form and substance reasonably satisfactory to the Administrative Agent and all at the expense of the Loan Parties. Nothing in this Section 5.12 shall require, and the Loan Documents shall not contain any requirements as to, the creation or perfection of pledges of or security interests in, or the obtaining of title insurance, surveys, abstracts or appraisals or taking other actions with respect to any Excluded Property. (ed) If any material assets (including any real property or improvements thereto having a fair market value in excess of $1,000,000 or any interest therein) are acquired by any Loan Party after the Effective Date (other than Excluded Property or assets constituting Collateral under the Security Agreement that become subject to the Lien in favor of under the Security Agreement upon acquisition thereof), the Borrower Representative will (i) notify the Administrative Agent and the Lenders thereof, and, if requested by the Administrative Agent or the Required Lenders, thereof and cause such assets to be subjected to a Lien securing the Secured Obligations Obligations, and (ii) take, and cause each applicable Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in paragraph (cSection 5.14(c) of this Sectionabove, all at the expense of the Loan Parties. (f) Notwithstanding any other provision . For the avoidance of doubt, at all times prior to the contraryjoinder of a Subsidiary as contemplated above, nothing in this Section 5.12 no Subsidiary shall require, be a Loan Party and the Loan Documents Eligible M&E and Eligible Rolling Stock of such Subsidiary shall not contain any requirements as to, the creation or perfection of pledges of or security interests in any Excluded Property. (g) No actions shall be required to create any security interests in any assets or to perfect such security interests other than included in the United States (it being understood that there shall be no security agreement or pledge agreement governed under the Laws of any non-U.S. jurisdiction)Term Loan Borrowing Base.

Additional Collateral; Further Assurances. (a) Subject to applicable Requirements of Lawlaw, each Loan Party will shall, unless the Lender otherwise consents, (i) cause each of its domestic Restricted Subsidiaries existing on the Closing Date (excluding any Foreign Subsidiary existing on the Closing Date other than Mondel Canada) to become or remain a Loan Party and a Guarantor and (ii) cause each of its Subsidiaries (other than excluding any Excluded SubsidiaryForeign Subsidiary formed after the Closing Date with the Lender’s prior consent) formed or acquired after the date Closing Date in accordance with the terms of this Agreement to (1) become a Loan Party party to this Agreement by executing the Joinder Agreement set forth as Exhibit F hereto (the “Joinder Agreement”), and (2) guarantee payment and performance of the Guaranteed Obligations pursuant to the Guaranty; provided that no Subsidiary party to a Joinder Agreement shall be a Borrower under this Agreement unless the Lender has designated such Subsidiary to be a Borrower. (b) Upon the request of the Lender, each Loan Party shall (i) grant Liens to the Lender, pursuant to such documents as the Lender may reasonably deem necessary and deliver such property, documents, and instruments as the Lender may request to perfect the Liens of the Lender in substantially any Property of such Loan Party which constitutes Collateral, including any parcel of real Property located in the form U.S. owned by any Loan Party, and (ii) in connection with the foregoing requirements, or either of Exhibit E. them, deliver to the Lender all items of the type required by Section 4.1 (as applicable). Upon execution and delivery thereofof such Loan Documents and other instruments, certificates, and agreements, each such Person (i) shall automatically become a Loan Guarantor hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the Administrative Agent, for the benefit of the Administrative Agent and the Lenders, in any property of such Loan Party which constitutes CollateralDocuments. (bc) Each Loan Party will cause (i) 100% of the issued and outstanding Equity Interests Capital Stock of each of its domestic Restricted Domestic Subsidiaries (other than a Disregarded Domestic Subsidiary) and (ii) 65% (or such greater percentage that, due to a change in an applicable law after the date hereof, (1) could not reasonably be expected to cause the undistributed earnings of such Foreign Subsidiary as determined for U.S. federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s U.S. parent and (2) could not reasonably be expected to cause any material adverse tax consequences) of the issued and outstanding Equity Interests Capital Stock entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) (exclusive of any Excluded Foreign Stock) and 100% of the issued and outstanding Equity Interests Capital Stock not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2) in each foreign Restricted Subsidiary and Disregarded Domestic Foreign Subsidiary directly owned by the Borrower any Loan Party (exclusive of any Excluded Foreign Stock) or any domestic Restricted Subsidiary that is not a Disregarded Domestic Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent for the benefit of the Administrative Agent and the Lenders, Lender pursuant to the terms and conditions of the Loan Documents or other security documents as the Administrative Agent Lender shall reasonably request. (c) The Borrower will cause Holdings to pledge and grant a first priority, perfected Lien in favor of the Administrative Agent in 100% of the issued and outstanding Equity Interests of the Borrower. (d) Without limiting the foregoing, each Loan Party willshall, and will shall cause each Restricted Subsidiary of its Subsidiaries which is required to become a Loan Party pursuant to the terms of this Agreement to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent Lender such documents, agreements documents and instrumentsagreements, and will shall take or cause to be taken such further actions (including as the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law or which the Administrative Agent Lender may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Loan Parties. Nothing in this Section 5.12 shall require, and the Loan Documents shall not contain any requirements as to, the creation or perfection of pledges of or security interests in, or the obtaining of title insurance, surveys, abstracts or appraisals or taking other actions with respect to any Excluded Property. (e) If any material assets (including any real property or improvements thereto having a fair market value in excess of $1,000,000 or any interest therein) are acquired by any Loan Party after the Effective Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien in favor of the Security Agreement upon acquisition thereof), the Borrower will (i) notify the Administrative Agent and the Lenders thereof, and, if requested by the Administrative Agent or the Required Lenders, cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) take, and cause each applicable Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of the Loan Parties. (f) Notwithstanding any other provision to the contrary, nothing in this Section 5.12 shall require, and the Loan Documents shall not contain any requirements as to, the creation or perfection of pledges of or security interests in any Excluded Property. (g) No actions shall be required to create any security interests in any assets or to perfect such security interests other than in the United States (it being understood that there shall be no security agreement or pledge agreement governed under the Laws of any non-U.S. jurisdiction).

Additional Collateral; Further Assurances. (a) Subject to applicable Requirements of Lawlaw, each Loan Party will shall, unless the Required Lenders otherwise consent, cause each of its domestic Restricted Domestic Subsidiaries (other than any Excluded Subsidiary) formed or acquired after the date of this Agreement in accordance with the terms of this Agreement to become a Loan Party by executing a the Joinder Agreement in substantially set forth as Exhibit E hereto (the form of Exhibit E. "Joinder Agreement"). Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the Administrative Collateral Agent, for the benefit of the Administrative Agent Agents and the Lenders, in any property of such Loan Party which constitutes Collateral, including any parcel of real property valued in excess of $1,000,000 which is located in the U.S. owned by any Loan Party. (b) Each Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each of its domestic Restricted Subsidiaries (other than a Disregarded Domestic Subsidiary) Subsidiaries, and (ii) 65% of the issued and outstanding Equity Interests entitled to vote and 100% Capital Stock of the issued and outstanding Equity Interests not entitled to vote in each foreign Restricted Subsidiary and Disregarded Domestic Foreign Subsidiary directly owned by the Borrower or any domestic Restricted Subsidiary that is not a Disregarded Domestic Subsidiary other Loan Party to be subject at all times to a first priority, perfected Lien (subject only to the Lien securing the First Priority Obligations and Permitted Liens) in favor of the Administrative Collateral Agent for the benefit of the Administrative Agent and the Lenders, pursuant to the terms and conditions of the Loan Documents or other security documents as the Administrative Agent shall reasonably request. (c) The Borrower will cause Holdings to pledge and grant a first priority, perfected Lien in favor of the Administrative Agent in 100% of the issued and outstanding Equity Interests of the Borrower. (d) Without limiting the foregoing, each Loan Party will, and will cause each Restricted Subsidiary of the Subsidiaries which is required to become a Loan Party pursuant to the terms of this Agreement to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent Agents, as applicable, such documents, agreements documents and instrumentsagreements, and will take or cause to be taken such further actions (including as the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law or which the Administrative Agent Agents may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and Documents, including but not limited to ensure perfection and priority all items of the Liens created type required by Section 4.1 (as applicable). (d) To the extent permitted hereunder, if any Loan Party proposes to acquire a fee ownership interest in real property valued in excess of $1,000,000 and located in the United States after the date of this Agreement, it shall contemporaneously with such acquisition provide to the Agents a mortgage or intended deed of trust granting the Collateral Agent a second priority Lien on such real property (subject to be created Permitted Liens), together with mortgage title insurance commitment, real property survey, local counsel opinion(s), and, if required by the Collateral DocumentsAdministrative Agent, all at the expense of the Loan Parties. Nothing in this Section 5.12 shall requireflood insurance, and such other documents, instruments or agreements reasonably requested by the Loan Documents shall not contain any requirements as toAdministrative Agent, in each case, in form and substance reasonably satisfactory to the creation or perfection of pledges of or security interests in, or the obtaining of title insurance, surveys, abstracts or appraisals or taking other actions with respect to any Excluded PropertyAdministrative Agent. (e) If DASI will not permit any material assets (including Domestic Subsidiary to become an obligor with respect to any real property First Priority Obligations or improvements thereto having to pledge any property, whether now existing or hereafter acquired, to secure any First Priority Obligations unless such Subsidiary is a fair market value in excess of $1,000,000 or any interest therein) are acquired by any Loan Party after the Effective Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien in favor of the Security Agreement upon acquisition thereof), the Borrower will (i) notify the Administrative Agent and the Lenders thereof, and, if requested by the Administrative Agent or the Required Lenders, cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) take, and cause each applicable Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of the Loan Parties. (f) Notwithstanding any other provision to the contrary, nothing in this Section 5.12 shall require, and the Loan Documents shall not contain any requirements as to, and pledges such property to secure the creation or perfection of pledges of or security interests in any Excluded PropertyObligations. (g) No actions shall be required to create any security interests in any assets or to perfect such security interests other than in the United States (it being understood that there shall be no security agreement or pledge agreement governed under the Laws of any non-U.S. jurisdiction).

Additional Collateral; Further Assurances. (a) Subject to applicable Requirements of Lawlaw, each Borrower and each Subsidiary that is a Loan Party will shall cause each of its domestic Restricted Domestic Subsidiaries (other than any Excluded Subsidiary) formed or acquired after the date of this Agreement in accordance with the terms of this Agreement to become a Loan Party by executing a the Joinder Agreement in substantially set forth as Exhibit D hereto (the form of Exhibit E. “Joinder Agreement”). Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the Administrative Agent, for the benefit of the Administrative Agent and the Lenders, in any property of such Loan Party which constitutes Collateral, including any parcel of real property located in the U.S. owned by any Loan Party having a fair market value in excess of $2,500,000. (b) Each Borrower and each Subsidiary that is a Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each of its domestic Restricted Domestic Subsidiaries (other than a Disregarded Domestic Subsidiary) and (ii) 65% of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2) in each foreign Restricted Subsidiary and Disregarded Domestic Foreign Subsidiary directly owned by the Borrower or any domestic Restricted Subsidiary that is not a Disregarded Domestic Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent for the benefit of the Administrative Agent and the Lenders, pursuant to the terms and conditions of the Loan Documents or other security documents as the Administrative Agent shall reasonably request. (c) The Borrower will cause Holdings to pledge and grant a first priority, perfected Lien in favor of the Administrative Agent in 100% of the issued and outstanding Equity Interests of the Borrower. (d) Without limiting the foregoing, each Loan Party will, and will cause each Restricted Domestic Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Loan Parties. Nothing in this Section 5.12 shall require, and the Loan Documents shall not contain any requirements as to, the creation or perfection of pledges of or security interests in, or the obtaining of title insurance, surveys, abstracts or appraisals or taking other actions with respect to any Excluded Property. (ed) If any material assets (including any parcel of real property or improvements thereto having a fair market value in excess of $1,000,000 2,500,000 or any interest therein) are acquired by any Borrower or any Subsidiary that is a Loan Party after the Effective Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien in favor of the Security Agreement upon acquisition thereof), the Borrower Representative will (i) notify the Administrative Agent and the Lenders thereof, and, if requested by within 90 days after the Administrative Agent or consummation of such acquisition, the Required Lenders, Borrowers will cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) will take, and cause each applicable the Subsidiary Loan Party Parties to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of the Loan Parties. (f) Notwithstanding any other provision to the contrary, nothing in this Section 5.12 shall require, and the Loan Documents shall not contain any requirements as to, the creation or perfection of pledges of or security interests in any Excluded Property. (g) No actions shall be required to create any security interests in any assets or to perfect such security interests other than in the United States (it being understood that there shall be no security agreement or pledge agreement governed under the Laws of any non-U.S. jurisdiction).

Additional Collateral; Further Assurances. (a) Subject to applicable Requirements of Law, The Company and each Subsidiary that is a Loan Party will shall cause each of its domestic Restricted Domestic Subsidiaries (other than any Excluded Subsidiary) formed or acquired after the date Effective Date in accordance with the terms of this Agreement to become a Loan Party by executing a the Joinder Agreement set forth as Exhibit E hereto (the “Joinder Agreement”) within thirty (30) days (or such later date as may be agreed upon by the Administrative Agent) of such formation, or acquisition, such Joinder Agreement to be accompanied by appropriate corporate resolutions, other corporate organizational and authorization documentation and legal opinions in substantially form and substance reasonably satisfactory to the form of Exhibit E. Administrative Agent. Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the Administrative Agent, for the benefit of the Administrative Agent and the LendersSecured Parties, in any property of such Loan Party which constitutes Collateral, including any parcel of real property located in the U.S. owned by any Loan Party. (b) Each Without limiting the generality of the foregoing, the Company and each Domestic Subsidiary that is a Loan Party will cause (i) 100% the Applicable Pledge Percentage of the issued and outstanding Equity Interests of each of its domestic Restricted Subsidiaries (other than a Disregarded Domestic Subsidiary) and (ii) 65% of the issued and outstanding Equity Interests entitled to vote and 100% of the issued and outstanding Equity Interests not entitled to vote in each foreign Restricted Domestic Subsidiary and Disregarded Domestic First Tier Foreign Subsidiary directly owned by the Borrower Company or any domestic Restricted Subsidiary that is not a Disregarded Domestic Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent for the benefit of the Administrative Agent and Secured Parties, to secure the Lenders, pursuant to Secured Obligations in accordance with the terms and conditions of the Loan Collateral Documents or such other security documents as the Administrative Agent shall reasonably request. Notwithstanding the foregoing, (x) the parties hereto acknowledge and agree that no pledge agreement in respect of the pledge of Equity Interests of a First Tier Foreign Subsidiary shall be required until the date that is sixty (60) days after the Effective Date (or such later date as is agreed to by the Administrative Agent in its reasonable discretion) and (y) no pledge agreement in respect of the Equity Interests of a Foreign Subsidiary shall be required hereunder to the extent the Administrative Agent or its counsel determines that, in light of the cost and expense associated therewith, such pledge would not provide material credit support for the benefit of the Secured Parties pursuant to legally valid, binding and enforceable pledge agreements. (c) The To secure the prompt payment and performance of all of the Foreign Secured Obligations, subject to applicable law, each Foreign Subsidiary Borrower will shall cause Holdings each of its Subsidiaries (including any Foreign Subsidiaries acquired pursuant to the Specified Acquisition, but excluding any Excluded Entities) to (i) to the extent requested by the Administrative Agent, become a party to a guarantee that guarantees repayment of the Foreign Secured Obligations and is in form and substance reasonably satisfactory to the Administrative Agent, (ii) pledge and grant a first priority, perfected Lien in favor of the Administrative Agent security interest in 100% of the issued and outstanding Equity Interests of in each such Foreign Subsidiary Guarantor by becoming party to a Foreign Security Agreement that is in form and substance reasonably satisfactory to the BorrowerAdministrative Agent, and (iii) deliver such other documentation, make any filings and take any other actions that the Administrative Agent may reasonably require in order to perfect its first priority security interest in the assets referred to clause (ii). (d) Without limiting the foregoing, each Loan Party will, and will cause each Restricted Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instrumentsinstruments (including, without limitation, deposit account control agreements and securities account control agreements), and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust statements and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all in form and substance reasonably satisfactory to the Administrative Agent and all at the expense of the Loan Parties. Nothing in this Section 5.12 shall requireNotwithstanding the foregoing, at such time as no Term Loans are outstanding and the Loan Documents shall not contain any requirements as tono Default or Event of Default has occurred and is then continuing, the creation Lien granted to or perfection of pledges of or security interests inheld by the Administrative Agent upon the Equity Interests in LTB de Mexico, or the obtaining of title insurance, surveys, abstracts or appraisals or taking other actions with respect to any Excluded PropertyS.A. de C.V. shall be released and such Equity Interests shall no longer constitute Collateral. (e) If any material assets (including any real property or improvements thereto having a fair market value in excess of $1,000,000 or any interest therein) are acquired by any Borrower or any Subsidiary that is a Loan Party after the Effective Date (other than assets constituting Collateral under the any Security Agreement that become subject to the Lien in favor of the Security Agreement Administrative Agent upon acquisition thereof), the Borrower Company will (i) notify the Administrative Agent and the Lenders thereof, and, if requested by the Administrative Agent or the Required Lenders, the Borrowers will cause such assets to be subjected to a Lien securing the Secured Obligations or Foreign Secured Obligations (as applicable) and (ii) will take, and cause each applicable the Subsidiary Loan Party Parties to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in paragraph (cd) of this Section, all at the expense of the Loan Parties. (f) Notwithstanding any other provision to If and for so long as Availability is less than $5,000,000, if requested by the contraryAdministrative Agent, nothing in this Section 5.12 shall requireeach Foreign Loan Party shall, and the each Borrower shall cause each Foreign Loan Documents shall not contain any requirements as Party to, notify all Account Debtors obligated on the creation or perfection Accounts of pledges such Foreign Loan Party of or security interests in any Excluded Propertythe Liens created by the applicable Foreign Security Agreement(s). (g) No actions shall be required to create any Notwithstanding the foregoing, the parties hereto acknowledge and agree that, in circumstances where the Administrative Agent reasonably determines that the cost or effort of obtaining or perfecting a security interests interest in any assets Equity Interest or other asset that constitutes Collateral is excessive in relation to perfect the benefit afforded to the Secured Parties thereby, the Administrative Agent may exclude such security interests Collateral from the creation and perfection requirements set forth in this Agreement and the other than in the United States (it being understood that there shall be no security agreement or pledge agreement governed under the Laws of any non-U.S. jurisdiction)Loan Documents.

Additional Collateral; Further Assurances. (a) Subject to applicable Requirements of Law, each Loan Party will cause each of its domestic Restricted Subsidiaries (other than any Excluded Subsidiary) formed or acquired after the date of this Agreement (other than any Excluded Subsidiary) to become a Loan Party by executing a Joinder Agreement in substantially Agreement. In connection therewith, the form of Exhibit E. Administrative Agent shall have received all documentation and other information regarding such Subsidiaries as may be required to comply with the applicable “know your customer” rules and regulations, including the USA Patriot Act. Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the Administrative Agent, for the benefit of the Administrative Agent and the LendersSecured Parties, in any property of such Loan Party which constitutes Collateral, including any parcel of real property located in the U.S. owned by any Loan Party. (b) Each Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each of its domestic Restricted Subsidiaries (other than a Disregarded Domestic Subsidiary) and (ii) 65% of the issued and outstanding Equity Interests entitled to vote and 100% of the issued and outstanding Equity Interests not entitled to vote in each foreign Restricted Subsidiary and Disregarded Domestic Subsidiary directly owned by the Borrower or any domestic Restricted Subsidiary that is not a Disregarded Domestic Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent for the benefit of the Administrative Agent and the LendersSecured Parties, pursuant to the terms and conditions of the Loan Documents or other security documents as the Administrative Agent shall reasonably request. (c) The Borrower will cause Holdings to pledge and grant a first priority, perfected Lien in favor of the Administrative Agent in 100% of the issued and outstanding Equity Interests of the Borrower[Reserved]. (d) Without limiting the foregoing, each Loan Party will, and will cause each Restricted Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law any Requirement of Law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all in form and substance reasonably satisfactory to the Administrative Agent and all at the expense of the Loan Parties. Nothing in this Section 5.12 shall require, and the Loan Documents shall not contain any requirements as to, the creation or perfection of pledges of or security interests in, or the obtaining of title insurance, surveys, abstracts or appraisals or taking other actions with respect to any Excluded Property. (e) If any material assets (including any real property or improvements thereto having a fair market value in excess of $1,000,000 or any interest therein) are acquired by any Loan Party after the Effective Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien in favor of under the Security Agreement upon acquisition thereof), the Borrower will (i) notify the Administrative Agent and the Lenders thereof, and, if requested by the Administrative Agent or the Required Lenders, cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) take, and cause each applicable Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of the Loan Parties. (f) Notwithstanding anything to the contrary contained in this Agreement, (i) in the event that any Loan Party acquires any real property required to be mortgaged to the Administrative Agent, for the benefit of the Secured Parties, pursuant to the terms of this ​ ​ Agreement or any other provision Loan Document, such Loan Party shall provide prompt written notice thereof to the contrary, nothing in this Section 5.12 shall requireAdministrative Agent and each Lender, and the Loan Documents such Mortgage shall not contain any requirements as to, the creation or perfection of pledges of or security interests in any Excluded Property. (g) No actions shall be required to create be delivered until the earlier of (x) 45 days after such notice and (y) the date that the Administrative Agent shall have received confirmation from each Lender that such Lender has completed any security interests in necessary flood insurance due diligence to its reasonable satisfaction and (ii) at any assets time real property constitutes Collateral, any increase, extension or to perfect such security interests other than in renewal of any of the United States Commitments (it being understood that there excluding, for the avoidance of doubt, (a) the making of any Revolving Loans, (b) the issuance, renewal or extension of Letters of Credit and (c) any continuation or conversion of borrowings) shall be no security agreement or pledge agreement governed under subject to (and conditioned upon) the Laws Administrative Agent’s receipt of confirmation from each Lender that such Lender has completed any non-U.S. jurisdiction)necessary flood due diligence and has received evidence of flood insurance in compliance with the Flood Insurance Requirements to its reasonable satisfaction.

Additional Collateral; Further Assurances. (a) Subject to applicable Requirements of Law, each Loan Party will cause each of its domestic Restricted Material Domestic Subsidiaries (other than any Excluded Subsidiary) formed or acquired after the date of this Agreement to become a Loan Party by executing a Joinder Agreement in substantially the form of Exhibit E. Agreement. Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the Administrative Agent, for the benefit of the Administrative Agent and the Lendersother Secured Parties, in any property of such Loan Party which constitutes Collateral, excluding any real property. (b) Each Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each of its domestic Restricted Domestic Subsidiaries (other than a Disregarded Domestic Subsidiary) and (ii) 65% of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each foreign Restricted Material Foreign Subsidiary and Disregarded Domestic Subsidiary Foreign Holdco directly owned by the Borrower or any domestic Restricted Subsidiary that is not a Disregarded Domestic Subsidiary such Loan Party to be subject at all times to a first prioritypriority (subject to Liens permitted under this Agreement), perfected Lien in favor of the Administrative Agent for the benefit of the Administrative Agent and the Lendersother Secured Parties, pursuant to the terms and conditions of the Loan Documents or other security documents as the Administrative Agent shall reasonably request. (c) The Borrower will cause Holdings to pledge and grant a first priority, perfected Lien in favor of the Administrative Agent in 100% of the issued and outstanding Equity Interests of the Borrower. (d) Without limiting the foregoing, each Loan Party will, and will cause each Restricted Material Domestic Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents statements and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law any Requirement of Law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Loan Parties. Nothing in this Section 5.12 shall require, form and the Loan Documents shall not contain any requirements as to, the creation or perfection of pledges of or security interests in, or the obtaining of title insurance, surveys, abstracts or appraisals or taking other actions with respect substance reasonably acceptable to any Excluded Property. (e) If any material assets (including any real property or improvements thereto having a fair market value in excess of $1,000,000 or any interest therein) are acquired by any Loan Party after the Effective Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien in favor of the Security Agreement upon acquisition thereof), the Borrower will (i) notify the Administrative Agent and the Lenders thereof, and, if requested by the Administrative Agent or the Required Lenders, cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) take, and cause each applicable Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of the Loan Parties. (f) Notwithstanding any other provision to the contrary, nothing in this Section 5.12 shall require, and the Loan Documents shall not contain any requirements as to, the creation or perfection of pledges of or security interests in any Excluded Property. (g) No actions shall be required to create any security interests in any assets or to perfect such security interests other than in the United States (it being understood that there shall be no security agreement or pledge agreement governed under the Laws of any non-U.S. jurisdiction).

Additional Collateral; Further Assurances. (a) Subject to applicable Requirements of Lawlaw or restrictions, each the Borrower as a Loan Party will shall cause each of its domestic Restricted US Subsidiaries (other than any Excluded Subsidiary) formed or acquired after the date of this Agreement in accordance with the terms of this Agreement to become a Loan Party by executing a the Joinder Agreement in substantially set forth as Exhibit C hereto (the form of Exhibit E. “Joinder Agreement”). Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the Administrative Agent, for the benefit of the Administrative Agent and the Lenders, in any property of such Loan Party which constitutes Collateral. (b) Each The Borrower and each US Subsidiary that is a Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each of its domestic Restricted US Subsidiaries (other than a Disregarded Domestic Subsidiary) and (ii) 65% of the issued and outstanding Equity Interests entitled to vote and 100% of the issued and outstanding Equity Interests not entitled to vote in each foreign Restricted Subsidiary and Disregarded Domestic Subsidiary directly owned by the Borrower or any domestic Restricted Subsidiary that is not a Disregarded Domestic Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent for the benefit of the Administrative Agent and the Lenders, pursuant to the terms and conditions of the Loan Documents Pledge Agreement or other security documents as the Administrative Agent shall reasonably request. (c) The Borrower will cause Holdings to pledge and grant a first priority, perfected Lien in favor of the Administrative Agent in 100% of the issued and outstanding Equity Interests of the Borrower. (d) Without limiting the foregoing, each Loan Party will, and will cause each Restricted Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.014.1, as applicable), which may be required by law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Loan Parties. Nothing in this Section 5.12 shall require, and the Loan Documents shall not contain any requirements as to, the creation or perfection of pledges of or security interests in, or the obtaining of title insurance, surveys, abstracts or appraisals or taking other actions with respect to any Excluded Property. (e) If any material assets (including any real property or improvements thereto having a fair market value in excess of $1,000,000 or any interest therein) are acquired by any Loan Party after the Effective Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien in favor of the Security Agreement upon acquisition thereof), the Borrower will (i) notify the Administrative Agent and the Lenders thereof, and, if requested by the Administrative Agent or the Required Lenders, cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) take, and cause each applicable Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of the Loan Parties. (f) Notwithstanding any other provision to the contrary, nothing in this Section 5.12 shall require, and the Loan Documents shall not contain any requirements as to, the creation or perfection of pledges of or security interests in any Excluded Property. (g) No actions shall be required to create any security interests in any assets or to perfect such security interests other than in the United States (it being understood that there shall be no security agreement or pledge agreement governed under the Laws of any non-U.S. jurisdiction).

Additional Collateral; Further Assurances. (a) Subject to applicable Requirements of Law, each Loan Party existing as of the First Amendment Effective Date will cause each of its domestic Restricted Subsidiaries (other than any Excluded Subsidiary) formed or acquired after the date of this Agreement to become a Loan Party by executing a Joinder Agreement in substantially Loan Guaranty, which Loan Guaranty shall become effective on the form of Exhibit E. Upon execution First Amendment Effective Date, and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) Party will grant Liens to the Administrative Agent, for the benefit of the Administrative Agent and the Lendersother Secured Parties, in any property of such Loan Party which constitutes Collateral, which grant shall become effective on the First Amendment Effective Date. Each Loan Party will cause each of its Subsidiaries formed or acquired after the First Amendment Effective Date to become a Loan Party by executing a Loan Guaranty and granting Liens to the Administrative Agent, for the benefit of the Administrative Agent and the other Secured Parties, in any property of such Loan Party which constitutes Collateral, in each case reasonably promptly after such Subsidiary is formed or acquired. (b) Each Loan Party will cause (i) 100% all of the issued and outstanding Equity Interests of each of its domestic Restricted Subsidiaries (other than a Disregarded Domestic Subsidiary) and (ii) 65% of the issued and outstanding Equity Interests entitled to vote and 100% of the issued and outstanding Equity Interests not entitled to vote in each foreign Restricted Subsidiary and Disregarded Domestic Subsidiary directly owned by the Borrower or any domestic Restricted Subsidiary that is not a Disregarded Domestic Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent for the benefit of the Administrative Agent and the Lendersother Secured Parties, pursuant to the terms and conditions of the Loan Documents or other security documents as the Administrative Agent shall reasonably request. (c) The Borrower will cause Holdings to pledge and grant a first priority, perfected Lien in favor of the Administrative Agent in 100% of the issued and outstanding Equity Interests of the Borrower. (d) Without limiting the foregoing, each Loan Party will, and will cause each Restricted Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.014.03, as applicable), which may be required by law any Requirement of Law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all in form and substance reasonably satisfactory to the Administrative Agent and all at the expense of the Loan Parties. Nothing in this Section 5.12 shall require, and the Loan Documents shall not contain any requirements as to, the creation or perfection of pledges of or security interests in, or the obtaining of title insurance, surveys, abstracts or appraisals or taking other actions with respect to any Excluded Property. (ed) If any material assets (including any real property Specified Real Property or improvements thereto having a fair market value in excess of $1,000,000 or any interest therein) are acquired by any Loan Party after the First Amendment Effective Date (other than assets constituting Collateral under the Security Agreement Collateral Documents that become subject to the Lien in favor of under the Security Agreement Collateral Documents upon acquisition thereof), the Borrower will (i) notify the Administrative Agent and the Lenders thereof, and, if requested by the Administrative Agent or the Required Lenders, cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) take, and cause each applicable Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of the Loan Parties, and each Lender shall have completed and received all flood insurance due diligence and flood insurance compliance requirements with respect to such Specified Real Property. (fe) Notwithstanding any other provision anything herein to the contrary, nothing any grant of Liens by any of the Loan Parties required under this Agreement or any of the other Loan Documents, so long as the Senior Notes are outstanding and the Intercreditor Agreement is in this Section 5.12 effect, shall requirebe granted to the Collateral Agent for the benefit of the Secured Parties and the holders of the Senior Notes and subject to the Intercreditor Agreement, and any reference herein to the Loan grant of a Lien under the Collateral Documents shall not contain any requirements as to, for the creation or perfection benefit of pledges of or security interests in any Excluded Property. (g) No actions the Administrative Agent and the other Secured Parties shall be required deemed to create any security interests in any assets or refer to perfect such security interests other than in the United States (it being understood that there shall be no security agreement or pledge agreement governed under Collateral Agent for the Laws benefit of any non-U.S. jurisdiction)the Secured Parties and the holders of the Senior Notes and subject to the Intercreditor Agreement.

Additional Collateral; Further Assurances. (a) Subject to applicable Requirements of Law, each Loan Obligated Party will shall cause each any Subsidiary of its domestic Restricted Subsidiaries (other than any Excluded Subsidiary) formed or acquired after the date Parent which is required to become an Obligated Party pursuant to the terms of this Agreement to become (i) grant Liens to the Agent, for the benefit of the Agent and the Lenders, pursuant to such documents as the Agent may reasonably deem necessary and deliver such property, documents, and instruments as the Agent may request to perfect the Liens of the Agent in the Collateral of such Subsidiary (ii) execute a Loan Party Guaranty of the Obligations pursuant to Section 7.26, in form and substance satisfactory to the Agent, and (iii) in connection with the foregoing requirements, or either of them, deliver to the Agent all items of the type required by executing a Joinder Agreement in substantially the form of Exhibit E. Section 8.1(a) (as applicable). Upon execution and delivery thereofof such Loan Documents and other instruments, each certificates, and agreements, such Person (i) Subsidiary shall automatically become a Loan Guarantor Borrower or a Guarantor, as applicable, hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the Administrative Agent, for the benefit of the Administrative Agent and the Lenders, in any property of such Loan Party which constitutes CollateralDocuments. (b) Each Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each of its domestic Restricted Subsidiaries (other than a Disregarded Domestic Subsidiary) and (ii) 65% of the issued and outstanding Equity Interests entitled to vote and 100% of the issued and outstanding Equity Interests not entitled to vote in each foreign Restricted Subsidiary and Disregarded Domestic Subsidiary directly owned by the Borrower or any domestic Restricted Subsidiary that is not a Disregarded Domestic Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent for the benefit of the Administrative Agent and the Lenders, pursuant to the terms and conditions of the Loan Documents or other security documents as the Administrative Agent shall reasonably request. (c) The Borrower will cause Holdings to pledge and grant a first priority, perfected Lien in favor of the Administrative Agent in 100% of the issued and outstanding Equity Interests of the Borrower. (d) Without limiting the foregoing, each Loan Obligated Party willshall, and will shall cause each Restricted Subsidiary of the Parent's Subsidiaries which is required to become an Obligated Party pursuant to the terms of this Agreement to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements documents and instrumentsagreements, and will shall take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01actions, as applicable), which may be required by law the Agent or which the Administrative Agent any Lender may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and Documents. (c) Each Obligated Party will deliver to ensure perfection and priority of the Liens created or intended to be created by Agent the Collateral Documents, all at the expense of the Loan Parties. Nothing in this Section 5.12 shall require, and the Loan Documents shall not contain any requirements as to, the creation or perfection of pledges of or security interests in, or the obtaining of title insurance, surveys, abstracts or appraisals or taking other actions following with respect to each parcel of Real Estate owned by any Excluded Property.Obligated Party: (ei) If any material assets a Mortgage in proper form for recording in the jurisdiction in which such Real Estate covered thereby is located; (including any real property ii) ALTA or improvements thereto having a fair market value other mortgagee's title policies, in excess of $1,000,000 or any interest therein) are acquired by any Loan Party after form and substance satisfactory to the Effective Date (other than assets constituting Collateral under Agent, with respect to the Security Agreement that become Real Estate subject to the Lien Mortgages; (iii) an environmental site assessment, in favor compliance with applicable Requirements of Law, prepared by a credentialed environmental consultant acceptable to the Security Agreement upon acquisition thereof)Agent; (iv) a boundary survey prepared and certified to the Agent by a credentialed surveyor acceptable to the Agent (provided, however, that, with respect to the Borrower will (i) notify Real Estate in which the Administrative Agent and the Lenders thereof, and, if requested by the Administrative Agent or the Required Lenders, cause such assets to be subjected to is being granted a Lien securing on the Secured Obligations and (ii) takeClosing Date, and cause each applicable Loan Party to take, no such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of the Loan Parties. (f) Notwithstanding any other provision to the contrary, nothing in this Section 5.12 shall require, and the Loan Documents shall not contain any requirements as to, the creation or perfection of pledges of or security interests in any Excluded Property. (g) No actions survey shall be required to create any security interests in any assets or be delivered to perfect such security interests other than the Agent until thirty (30) days following the Closing Date, at which time the Parent will cause the survey exception contained in the United States mortgagee's title policies to be eliminated by amendment or endorsement thereto); (it being understood v) an opinion of local counsel with respect to each Mortgage in form and substance satisfactory to the Agent; and (vi) such other information, documentation, and certifications, in form and substance satisfactory to the Agent, as may be required by the Agent. (d) In addition to, and without limiting the generality of, the foregoing provisions of this Section 7.28, each Obligated Party that there shall be no owns any of the Unappraised Assets or any interest therein as of the earlier to occur of ninety (90) days after the Closing Date or the initial date upon which any Default has occurred will, effective as of such date, grant Liens on such Unappraised Assets and interests therein to the Agent as security agreement or pledge agreement governed under for the Laws Obligations in accordance with clause (a) of this Section 7.28 (without the necessity of any non-U.S. jurisdictionrequest therefor by the Agent).

Additional Collateral; Further Assurances. (a) Subject to applicable Requirements of Lawlaw, each Borrower and each Subsidiary that is a Loan Party will shall cause each of its domestic Restricted Subsidiaries (other than any Excluded Subsidiary) formed or acquired after the date of this Agreement in accordance with the terms of this Agreement to become a Loan Party Borrower or a guarantor, as applicable, by executing a the Joinder Agreement in substantially set forth as Exhibit E hereto (the form of Exhibit E. “Joinder Agreement”). Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Party and a Loan Guarantor hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the Administrative Agent, for the benefit of the Administrative Agent and the Lenders, in any property of such Loan Party which constitutes Collateral, including any parcel of real property located in the U.S. owned by any Loan Party. (b) Each Borrower and each Subsidiary that is a Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each of its domestic Restricted Subsidiaries (other than a Disregarded Domestic Subsidiary) and (ii) 65% of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2) in each foreign Restricted Subsidiary and Disregarded Domestic Subsidiary directly owned by the Borrower or any domestic Restricted Subsidiary that is not a Disregarded Domestic Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent for the benefit of the Administrative Agent and the Lenders, pursuant to the terms and conditions of the Loan Documents or other security documents as the Administrative Agent shall reasonably request. (c) The Borrower will cause Holdings to pledge and grant a first priority, perfected Lien in favor of the Administrative Agent in 100% of the issued and outstanding Equity Interests of the Borrower. (d) Without limiting the foregoing, each Loan Party will, and will cause each Restricted Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Loan Parties. Nothing in this Section 5.12 shall require, and the Loan Documents shall not contain any requirements as to, the creation or perfection of pledges of or security interests in, or the obtaining of title insurance, surveys, abstracts or appraisals or taking other actions with respect to any Excluded Property. (ed) If any material assets (including any real property or improvements thereto having a fair market value in excess of $1,000,000 or any interest therein) are acquired by any Borrower or any Subsidiary that is a Loan Party after the Effective Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien in favor of the Security Agreement upon acquisition thereof), the Borrower Representative will (i) notify the Administrative Agent and the Lenders thereof, and, if requested by the Administrative Agent or the Required Lenders, the Borrowers will cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) will take, and cause each applicable the Subsidiary Loan Party Parties to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of the Loan Parties. (f) Notwithstanding any other provision to the contrary, nothing in this Section 5.12 shall require, and the Loan Documents shall not contain any requirements as to, the creation or perfection of pledges of or security interests in any Excluded Property. (g) No actions shall be required to create any security interests in any assets or to perfect such security interests other than in the United States (it being understood that there shall be no security agreement or pledge agreement governed under the Laws of any non-U.S. jurisdiction).

Additional Collateral; Further Assurances. (a) Subject to applicable Requirements Requirement of LawLaw and the definition of Excluded Assets, each Loan Party will cause each of its domestic Restricted Subsidiaries (other than any Excluded Subsidiary) formed or acquired after the date of this Agreement to become a Loan Party by executing a Joinder Agreement in substantially each case promptly (and in any event within thirty (30) days after such Person becomes a Subsidiary or is no longer an Excluded Asset). In connection therewith, the form of Exhibit E. Administrative Agent shall have received all documentation and other information regarding such newly formed or acquired Subsidiaries as may be required to comply with the applicable “know your customer” rules and regulations, including the USA Patriot Act. Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the Administrative Agent, for the benefit of the Administrative Agent and the Lendersother Secured Parties, in any property of such Loan Party which constitutes Collateral. Notwithstanding anything to the contrary set forth in any Loan Document, no Loan Party shall be required to grant or cause to be perfected any Lien in any Excluded Asset. (b) Each Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each of its domestic Restricted Subsidiaries (other than a Disregarded Domestic SubsidiaryExcluded Assets) and (ii) 65% of the issued and outstanding Equity Interests entitled to vote and 100% of the issued and outstanding Equity Interests not entitled to vote in each foreign Restricted Subsidiary and Disregarded Domestic Subsidiary directly owned by the Borrower or any domestic Restricted Subsidiary that is not a Disregarded Domestic Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent for the benefit of the Administrative Agent and the Lendersother Secured Parties, pursuant to the terms and conditions of the Loan Documents or other security documents as the Administrative Agent shall reasonably request. (c) The Borrower will cause Holdings to pledge and grant a first priority, perfected Lien in favor of the Administrative Agent Lender in 100% of the issued and outstanding Equity Interests of the Borrower. (d) Without limiting the foregoing, each Loan Party will, and will cause each Restricted Subsidiary (other than Excluded Assets) to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law any Requirement of Law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all in form and substance reasonably satisfactory to the Administrative Agent and all at the expense of the Loan Parties. Nothing in this Section 5.12 shall require, and the Loan Documents shall not contain any requirements as to, the creation or perfection of pledges of or security interests in, or the obtaining of title insurance, surveys, abstracts or appraisals or taking other actions with respect to any Excluded Property. (e) If any material assets (including any real property or improvements thereto having a fair market value in excess of $1,000,000 or any interest therein) are acquired by any Loan Party after the Effective Date (other than (x) assets constituting Collateral under the Security Agreement that become subject to the Lien in favor of under the Security Agreement upon acquisition thereof, and (y) Excluded Assets), the Borrower will (i) notify the Administrative Agent and the Lenders thereof, and, if requested by the Administrative Agent or the Required Lenders, cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) take, and cause each applicable Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of the Loan Parties. (f) Notwithstanding any other provision to the contrary, nothing in this Section 5.12 shall require, and the Loan Documents shall not contain any requirements as to, the creation or perfection of pledges of or security interests in any Excluded Property. (g) No actions shall be required to create any security interests in any assets or to perfect such security interests other than in the United States (it being understood that there shall be no security agreement or pledge agreement governed under the Laws of any non-U.S. jurisdiction).

Additional Collateral; Further Assurances. (a) Subject to applicable Requirements Requirement of Law, each Loan Party will cause each of its domestic Restricted Subsidiaries after any Material Domestic Subsidiary (other than any Excluded Subsidiarya Foreign Subsidiary Holdco) is formed or acquired after the date of this Agreement Agreement, each Loan Party will cause, as promptly as possible but in any event within thirty (30) days (or such later date as may be agreed upon by the Administrative Agent) after such formation or acquisition, such Material Domestic Subsidiary to become a Loan Party by executing a Joinder Agreement in substantially the form of Exhibit E. Agreement. Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the Administrative Agent, for the benefit of the Administrative Agent and the Lendersother Secured Parties, in any property of such Loan Party which constitutes Collateral, including any parcel of real property located in the U.S. owned by any Loan Party (other than any Excluded Assets). (b) Each Subject, on and after the Alternative Financing Effective Date, to the terms and conditions of the Intercreditor Agreement (if any), each Loan Party will cause (i) 100% the Applicable Pledge Percentage of the issued and outstanding Equity Interests of each of its domestic Restricted Subsidiaries (other than a Disregarded Domestic Subsidiary) and (ii) 65% of the issued and outstanding Equity Interests entitled to vote and 100% of the issued and outstanding Equity Interests not entitled to vote in each foreign Restricted Subsidiary and Disregarded Domestic Pledge Subsidiary directly owned by the Borrower or any domestic Restricted Subsidiary that is not a Disregarded Domestic Subsidiary other Loan Party to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent Agent, for the benefit of the Administrative Agent and the Lendersother Secured Parties, pursuant to the terms and conditions of the Loan Documents or other security documents as the Administrative Agent shall reasonably request. Notwithstanding the foregoing, no such pledge agreement in respect of the Equity Interests of a Foreign Subsidiary shall be required hereunder (A) until the date that is sixty (60) days after the Restatement Effective Date or such later date as the Administrative Agent may agree in the exercise of its reasonable discretion with respect thereto, and (B) to the extent the Administrative Agent or its counsel determines that such pledge would not provide material credit support for the benefit of the Secured Parties pursuant to legally valid, binding and enforceable pledge agreements. (c) The Borrower will cause Holdings to pledge and grant a first priority, perfected Lien in favor of the Administrative Agent in 100% of the issued and outstanding Equity Interests of the Borrower. (d) Without limiting the foregoing, each Loan Party will, and will cause each Restricted Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law any Requirement of Law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all in form and substance reasonably satisfactory to the Administrative Agent and all at the expense of the Loan Parties. Nothing in this Section 5.12 . (d) If, at any time after the Restatement Effective Date any Subsidiary of the Borrower that is not a Loan Party shall requirebecome party to a guaranty of, and the Loan Documents shall not contain or ▇▇▇▇▇ ▇ ▇▇▇▇ on any requirements as toassets to secure, the creation Alternative Financing, any Subordinated Indebtedness or perfection of pledges of any other Material Indebtedness, the Borrower shall promptly notify the Administrative Agent thereof and, within five (5) days thereof (or security interests in, or such later date as may be agreed upon by the obtaining of title insurance, surveys, abstracts or appraisals or taking other actions Administrative Agent) cause such Subsidiary to comply with respect Section 5.14(a) as if such Subsidiary constituted a Material Domestic Subsidiary (but without giving effect to any Excluded Propertythe 30-day grace period provided therein). (e) If any material assets (including any real property or improvements thereto having a fair market value in excess of $1,000,000 or any interest therein, but excluding any Excluded Assets) are acquired by any Loan Party after the Restatement Effective Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien in favor of under the Security Agreement upon acquisition thereof), the Borrower will (i) notify the Administrative Agent and the Lenders thereof, and, if requested by the Administrative Agent or the Required Lenders, cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) take, and cause each applicable Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of the Loan Parties. (f) Notwithstanding any other provision to the contrary, nothing in this Section 5.12 shall require, and the Loan Documents shall not contain any requirements as to, the creation or perfection of pledges of or security interests in any Excluded Property. (g) No actions shall be required to create any security interests in any assets or to perfect such security interests other than in the United States (it being understood that there shall be no security agreement or pledge agreement governed under the Laws of any non-U.S. jurisdiction).. ARTICLE VI

Additional Collateral; Further Assurances. (a) Subject to applicable Requirements of Lawlaw, SYX and each other Loan Party will shall cause each of its domestic Restricted Subsidiaries (other than if organized under the laws of any Excluded Subsidiaryof the fifty States of the U.S.) formed or acquired after the date Third Restatement Date in accordance with the terms of this Agreement to become a Loan Party by executing a the Joinder Agreement in substantially set forth as Exhibit E hereto (the form of Exhibit E. “Joinder Agreement”). Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the Administrative Agent, for the benefit of the Administrative Agent and the Lendersother Secured Parties, in any property of such Loan Party which constitutes Collateral, including any parcel of Real Property or heritable property located in the U.S. owned by any Loan Party. (b) Each SYX and each other Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each of its domestic Restricted Subsidiaries (other than a Disregarded Domestic Subsidiary) and (ii) 65% organized under the laws of any of the issued and outstanding Equity Interests entitled to vote and 100% fifty States of the issued and outstanding Equity Interests not entitled to vote in each foreign Restricted Subsidiary and Disregarded Domestic Subsidiary directly owned by the Borrower or any domestic Restricted Subsidiary that is not a Disregarded Domestic Subsidiary U.S. to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent Agent, for the benefit of the Administrative Agent and the Lendersother Secured Parties, pursuant to the terms and conditions of the Loan Documents or other security documents as the Administrative Agent shall reasonably request. (c) The Borrower . SYX and each other Loan Party will cause Holdings 65% (or such greater percentage that, due to pledge a change in applicable law after the date hereof, (1) could not reasonably be expected, in the Borrower Representative’s discretion, to cause the undistributed earnings of such Foreign Subsidiary as determined for U.S. federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s U.S. parent and grant (2) could not reasonably be expected, in the Borrower Representative’s discretion, to cause any material adverse tax consequences) of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) of each of its Foreign Subsidiaries to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent in 100% Agent, for the benefit of the issued Administrative Agent and outstanding Equity Interests the other Secured Parties. pursuant to the terms and conditions of the BorrowerSecurity Agreement or other security documents governed by the laws of a state of the United States as the Administrative Agent shall reasonably request. (dc) Without limiting the foregoing, each Loan Party SYX will, and will cause each Restricted Subsidiary of the other Loan Parties to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law any Requirement of Law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all in form and substance reasonably satisfactory to the Administrative Agent and all at the expense of the Loan Parties. Nothing in this Section 5.12 shall require, and the Loan Documents shall not contain any requirements as to, the creation or perfection of pledges of or security interests in, or the obtaining of title insurance, surveys, abstracts or appraisals or taking other actions with respect to any Excluded Property. (ed) If any material assets (including any real property Real Property or improvements thereto having a fair market value in excess of $1,000,000 or any interest therein) are acquired by any Borrower or any Subsidiary thereof that is a Loan Party after the Effective Third Restatement Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien in favor of the Security Agreement Administrative Agent upon acquisition thereof), the applicable Borrower will (i) notify the Administrative Agent and the Lenders thereof, and, if requested by the Administrative Agent or the Required Lenders, the applicable Borrower will cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) will take, and cause each applicable Loan Party such Subsidiary to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in paragraph (cb) of this Section, all at the expense of the Loan Parties. (f) Notwithstanding any other provision to the contrary, nothing in this Section 5.12 shall require, and the Loan Documents shall not contain any requirements as to, the creation or perfection of pledges of or security interests in any Excluded Property. (g) No actions shall be required to create any security interests in any assets or to perfect such security interests other than in the United States (it being understood that there shall be no security agreement or pledge agreement governed under the Laws of any non-U.S. jurisdiction).

Additional Collateral; Further Assurances. (a) Subject to applicable Requirements of Lawlaw, each the Loan Party will Parties shall cause each of its domestic Restricted their respective Subsidiaries (other than any Excluded SubsidiarySubsidiaries) formed or acquired after the date of this Agreement in accordance with the terms of this Agreement to become a Loan Party by executing a the Joinder Agreement in substantially set forth as Exhibit E hereto (the form of Exhibit E. “Joinder Agreement”). Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the Administrative Agent, for the benefit of the Administrative Agent and the Lenders, in any property of such Loan Party which constitutes Collateral. (b) Each Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each of its domestic Restricted Subsidiaries (other than a Disregarded Domestic Subsidiary) and (ii) 65% of the issued and outstanding Equity Interests entitled to vote and 100% of the issued and outstanding Equity Interests not entitled to vote in each foreign Restricted Subsidiary and Disregarded Domestic Subsidiary directly owned by the Borrower or any domestic Restricted Subsidiary that is not a Disregarded Domestic Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent for the benefit of the Administrative Agent and the Lenders, pursuant to the terms and conditions of the Loan Documents or other security documents as the Administrative Agent shall reasonably request. (c) The Borrower will cause Holdings to pledge and grant a first priority, perfected Lien in favor of the Administrative Agent in 100% of the issued and outstanding Equity Interests of the Borrower. (d) Without limiting the foregoing, each Loan Party will, and will cause each Restricted Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Loan Parties. Nothing in this Section 5.12 shall require, and the Loan Documents shall not contain any requirements as to, the creation or perfection of pledges of or security interests in, or the obtaining of title insurance, surveys, abstracts or appraisals or taking other actions with respect to any Excluded Property. (ec) If any material assets (including any real property or improvements thereto having a fair market value in excess of $1,000,000 or any interest therein) that would constitute Collateral are acquired by the Loan Parties or any Subsidiary that is or becomes a Loan Party after the Effective Date (other than assets constituting Collateral under the Security Agreement Agreements that become subject to the a first priority perfected Lien in favor of under the Security Agreement Agreements upon acquisition thereof), the Borrower Loan Parties will (i) notify the Administrative Agent and the Lenders thereof, and, if requested by the Administrative Agent or the Required Lenders, the Loan Parties will cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) will take, and cause each applicable the Subsidiary Loan Party Parties to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of the Loan Parties. (f) Notwithstanding any other provision to the contrary, nothing in this Section 5.12 shall require, and the Loan Documents shall not contain any requirements as to, the creation or perfection of pledges of or security interests in any Excluded Property. (g) No actions shall be required to create any security interests in any assets or to perfect such security interests other than in the United States (it being understood that there shall be no security agreement or pledge agreement governed under the Laws of any non-U.S. jurisdiction).

Additional Collateral; Further Assurances. (a%3) Subject to applicable Requirements of Law, each Loan Party will cause each of its domestic Restricted Subsidiaries (other than any Excluded Subsidiary) Domestic Subsidiary formed or acquired after the date of this Agreement to become a Loan Party by executing a Joinder Agreement joinder agreement in substantially form satisfactory to the form of Exhibit E. Lender. Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the Administrative AgentLender, for the benefit of the Administrative Agent and the LendersSecured Parties, in any property of such Loan Party which constitutes Collateral, including any parcel of real property located in the U.S. owned by any Loan Party and all other existing and future assets of each Loan Party. (ba) Each Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each of its domestic Restricted Subsidiaries (other than a Disregarded Domestic Subsidiarylimited, in the case of the Equity Interests of Foreign Subsidiaries, to (i) and (ii) 6566.66% of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)), provided that a greater percentage may be required by the Lender to the extent a pledge of a greater percentage could not reasonably be expected to result in a material adverse tax consequence or if the Lender’s ability to be repaid in full would be impaired without such greater percentage, and (ii) 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each foreign Restricted Subsidiary and Disregarded Domestic Foreign Subsidiary directly owned by the Borrower or any domestic Restricted Subsidiary that is not a Disregarded Domestic Subsidiary such Loan Party) to be subject at all times to a first second priority, perfected Lien in favor of the Administrative Agent Lender, for the benefit of the Administrative Agent Secured Parties, subject only to first priority Liens in favor of the Lender on ABL Priority Collateral pursuant to the Intracreditor Agreement, and the Lenders, pursuant to the terms and conditions of the other Loan Documents or other security documents as the Administrative Agent Lender shall reasonably request. (c) The Borrower will cause Holdings to pledge and grant a first priority, perfected Lien in favor of the Administrative Agent in 100% of the issued and outstanding Equity Interests of the Borrower. (db) Without limiting the foregoing, each Loan Party will, and will cause each Restricted Domestic Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent Lender such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law any Requirement of Law or which the Administrative Agent Lender may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all in form and substance reasonably satisfactory to the Lender and all at the expense of the Loan Parties. Nothing in this Section 5.12 shall require, and the Loan Documents shall not contain any requirements as to, the creation or perfection of pledges of or security interests in, or the obtaining of title insurance, surveys, abstracts or appraisals or taking other actions with respect to any Excluded Property. (ec) If any material assets (including any real property or improvements thereto having a fair market value in excess of $1,000,000 or any interest therein) are acquired by any Loan Party after the Effective Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien in favor of under the Security Agreement upon acquisition thereof), the Borrower Representative will (i) notify the Administrative Agent and the Lenders thereofLender, and, if requested by the Administrative Agent or the Required LendersLender, cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) take, and cause each applicable Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent Lender to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of the Loan Parties. (f) Notwithstanding any other provision to the contrary, nothing in this Section 5.12 shall require, and the Loan Documents shall not contain any requirements as to, the creation or perfection of pledges of or security interests in any Excluded Property. (g) No actions shall be required to create any security interests in any assets or to perfect such security interests other than in the United States (it being understood that there shall be no security agreement or pledge agreement governed under the Laws of any non-U.S. jurisdiction).

Additional Collateral; Further Assurances. (a) Subject to applicable Requirements of Law, each Loan Obligated Party will shall cause each any Subsidiary of its domestic Restricted Subsidiaries (other than any Excluded Subsidiary) formed or acquired after the date Parent which is required to become an Obligated Party pursuant to the terms of this Agreement to become (i) grant Liens to the Agent, for the benefit of the Agent and the Lenders, pursuant to such documents as the Agent may reasonably deem necessary and deliver such property, documents, and instruments as the Agent may request to perfect the Liens of the Agent in the Collateral of such Subsidiary (ii) execute a Loan Party AMENDED AND RESTATED CREDIT AGREEMENT Guaranty of the Obligations pursuant to Section 7.26, in form and substance satisfactory to the Agent, and (iii) in connection with the foregoing requirements, or either of them, deliver to the Agent all items of the type required by executing a Joinder Agreement in substantially the form of Exhibit E. Section 8.1(a) (as applicable). Upon execution and delivery thereofof such Loan Documents and other instruments, each certificates, and agreements, such Person (i) Subsidiary shall automatically become a Loan Guarantor Borrower or a Guarantor, as applicable, hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the Administrative Agent, for the benefit of the Administrative Agent and the Lenders, in any property of such Loan Party which constitutes CollateralDocuments. (b) Each Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each of its domestic Restricted Subsidiaries (other than a Disregarded Domestic Subsidiary) and (ii) 65% of the issued and outstanding Equity Interests entitled to vote and 100% of the issued and outstanding Equity Interests not entitled to vote in each foreign Restricted Subsidiary and Disregarded Domestic Subsidiary directly owned by the Borrower or any domestic Restricted Subsidiary that is not a Disregarded Domestic Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent for the benefit of the Administrative Agent and the Lenders, pursuant to the terms and conditions of the Loan Documents or other security documents as the Administrative Agent shall reasonably request. (c) The Borrower will cause Holdings to pledge and grant a first priority, perfected Lien in favor of the Administrative Agent in 100% of the issued and outstanding Equity Interests of the Borrower. (d) Without limiting the foregoing, each Loan Obligated Party willshall, and will shall cause each Restricted Subsidiary of the Parent’s Subsidiaries which is required to become an Obligated Party pursuant to the terms of this Agreement to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements documents and instrumentsagreements, and will shall take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01actions, as applicable), which may be required by law the Agent or which the Administrative Agent any Lender may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and Documents. (c) Each Obligated Party was, in accordance with the Original Credit Agreement, required to ensure perfection and priority of deliver to the Liens created or intended to be created by Agent the Collateral Documents, all at the expense of the Loan Parties. Nothing in this Section 5.12 shall require, and the Loan Documents shall not contain any requirements as to, the creation or perfection of pledges of or security interests in, or the obtaining of title insurance, surveys, abstracts or appraisals or taking other actions following with respect to each parcel of Real Estate owned by any Excluded Property.Obligated Party, if and to the extent required by the Original Credit Agreement: (ei) If any material assets a Mortgage in proper form for recording in the jurisdiction in which such Real Estate covered thereby is located; (including any real property ii) ALTA or improvements thereto having a fair market value other mortgagee’s title policies, in excess of $1,000,000 or any interest therein) are acquired by any Loan Party after form and substance satisfactory to the Effective Date (other than assets constituting Collateral under Agent, with respect to the Security Agreement that become Real Estate subject to the Mortgages; (iii) an environmental site assessment, in compliance with applicable Requirements of Law, prepared by a credentialed environmental consultant acceptable to the Agent; (iv) a boundary survey prepared and certified to the Agent by a credentialed surveyor acceptable to the Agent (provided, however, that, with respect to the Real Estate in which the Agent was granted a Lien on December 31, 2002, no such survey was required to be delivered to the Agent until thirty (30) days following December 31, 2002, at which time the Parent caused the survey exception contained in the mortgagee’s title policies to be eliminated by amendment or endorsement thereto); (v) an opinion of local counsel with respect to each Mortgage in form and substance satisfactory to the Agent; and (vi) such information, documentation, and certifications with respect to each parcel of Real Estate owned by any Obligated Party, in each case, in form and substance satisfactory to the Agent, as may be required by the Agent from time to time. Each Obligated Party will maintain in full force and effect the Liens in favor of the Security Agent covering Real Estate owned by such Obligated Party and securing the Obligations in accordance with the Original Credit Agreement, except to the extent that such Liens have been released in accordance with the terms and provisions of the Original Credit Agreement upon acquisition thereof)or may be released in accordance with the terms and provisions of this Agreement. In connection with each Lien required to be maintained in full force and effect, each Loan Party will maintain the Borrower will requirements of subsections (i) notify the Administrative Agent and the Lenders thereof, and, if requested by the Administrative Agent or the Required Lenders, cause such assets to be subjected to a Lien securing the Secured Obligations and through (iivi) take, and cause each applicable Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of the Loan Parties. (f) Notwithstanding any other provision to the contrary, nothing in this Section 5.12 shall require, and the Loan Documents shall not contain any requirements as to, the creation or perfection of pledges of or security interests in any Excluded Property. (g) No actions shall be required to create any security interests in any assets or to perfect such security interests other than in the United States (it being understood that there shall be no security agreement or pledge agreement governed under the Laws of any non-U.S. jurisdiction).above. AMENDED AND RESTATED CREDIT AGREEMENT

Additional Collateral; Further Assurances. (a) Subject to applicable Requirements of Law, each Loan Credit Party will shall cause each any Subsidiary of its domestic Restricted Subsidiaries (other than any Excluded Subsidiary) formed or acquired after ▇▇▇▇▇▇▇▇'▇ which is required to become a Credit Party pursuant to the date terms of this Agreement to, upon the request of any Agent (i) grant Liens to become the Collateral Agent, for the benefit of the Agents and the Lenders, pursuant to such documents as the Collateral Agent may reasonably deem necessary and deliver such property, documents, and instruments as the Collateral Agent may request to perfect the Liens of the Collateral Agent in the Collateral of such Subsidiary, (ii) execute a Loan Party Guaranty Agreement with respect to the Total Obligations (excluding the Total Obligations of such Credit Party) pursuant to Section 7.13, in form and substance satisfactory to the Collateral Agent, and (iii) in connection with the foregoing requirements, or either of them, deliver to the Collateral Agent all items of the type required by executing a Joinder Agreement in substantially the form of Exhibit E. Section 5.1(a) (as applicable). Upon execution and delivery thereofof such Credit Documents and other instruments, each certificates, and agreements, such Person (i) Subsidiary shall automatically become a Loan Borrower and a Guarantor, or a Guarantor (but not a Borrower), as applicable, hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the Administrative Agent, for the benefit of the Administrative Agent and the Lenders, in any property of such Loan Party which constitutes CollateralCredit Documents. (b) Each Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each of its domestic Restricted Subsidiaries (other than a Disregarded Domestic Subsidiary) and (ii) 65% of the issued and outstanding Equity Interests entitled to vote and 100% of the issued and outstanding Equity Interests not entitled to vote in each foreign Restricted Subsidiary and Disregarded Domestic Subsidiary directly owned by the Borrower or any domestic Restricted Subsidiary that is not a Disregarded Domestic Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent for the benefit of the Administrative Agent and the Lenders, pursuant to the terms and conditions of the Loan Documents or other security documents as the Administrative Agent shall reasonably request. (c) The Borrower will cause Holdings to pledge and grant a first priority, perfected Lien in favor of the Administrative Agent in 100% of the issued and outstanding Equity Interests of the Borrower. (d) Without limiting the foregoing, each Loan Credit Party willshall, and will shall cause each Restricted Subsidiary of ▇▇▇▇▇▇▇▇'▇ Subsidiaries which is required to become a Credit Party pursuant to the terms of this Agreement to, execute and deliver, or cause to be executed and delivered, to the Administrative Collateral Agent such documents, agreements documents and instrumentsagreements, and will shall take or cause to be taken such further actions (including as the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law or which the Administrative Collateral Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents Credit Documents. (c) Upon any Agent's request, each Credit Party will deliver to the Collateral Agent the following with respect to each parcel of Real Property owned by any Credit Party: (i) a Mortgage in proper form for recording in the jurisdiction in which such Real Property covered thereby is located; (ii) ALTA or other mortgagee's policies, in form and substance satisfactory to ensure perfection the Collateral Agent, with respect to the Real Property subject to the Mortgages; (iii) an environmental site assessment, in compliance with applicable Requirements of Law prepared by a credentialed environmental consultant acceptable to the Collateral Agent; (iv) a boundary survey prepared and priority of certified to the Liens created or intended Collateral Agent by a credentialed surveyor acceptable to the Collateral Agent; and (v) such other information, documentation, and certifications, in form and substance satisfactory to the Collateral Agent, as may be created reasonably requested by the Collateral Documents, all at the expense of the Loan Parties. Nothing in this Section 5.12 shall require, and the Loan Documents shall not contain any requirements as to, the creation or perfection of pledges of or security interests in, or the obtaining of title insurance, surveys, abstracts or appraisals or taking other actions Agent; provided that with respect to any Excluded Property. (e) If any material assets (including any real property or improvements thereto having parcel of Real Property owned by a fair market value in excess of $1,000,000 or any interest therein) are acquired by any Loan Credit Party after the Effective Date (other than assets constituting Collateral under the Security Agreement that become which is subject to a Lien on the Lien in favor Closing Date, delivery of the Security Agreement upon acquisition thereof), the Borrower will items required by clause (i) notify the Administrative Agent and the Lenders thereofthrough clause (v) preceding may be deferred until such Credit Party, andusing commercially reasonable efforts, if requested by the Administrative Agent or the Required Lenders, cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) take, and cause each applicable Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense has obtained consent of the Loan Parties. (f) Notwithstanding holders of such Liens and any other provision consent required by any agreement in effect on the Closing Date with respect to the contrary, nothing in this Section 5.12 shall require, and the Loan Documents shall not contain any requirements as to, the creation or perfection of pledges of or security interests in any Excluded such Real Property. (g) No actions shall be required to create any security interests in any assets or to perfect such security interests other than in the United States (it being understood that there shall be no security agreement or pledge agreement governed under the Laws of any non-U.S. jurisdiction).

Additional Collateral; Further Assurances. (a) Subject to applicable Requirements of LawThe Borrowers will, each Loan Party and will cause each Domestic Subsidiary to, execute any documents, UCC or PPSA filing statements, agreements and instruments, and take all further action (including filing Mortgages) that may be required under applicable law, or that the Administrative Agent may reasonably request, in order to effectuate the transactions contemplated by the Loan Documents and in order to grant, preserve, protect and perfect the validity and first priority of the Liens created or intended to be created by the Loan Documents. Each Borrower will cause any subsequently acquired or organized Domestic Subsidiary to execute a supplement (in form and substance satisfactory to the Administrative Agent) to the Subsidiary Guaranty and each other applicable Loan Document in favor of the Secured Parties. Each Borrower will cause its Foreign Subsidiaries to execute and deliver any documents reasonably necessary to perfect the pledge of its domestic Restricted Equity Interests (subject to the limitations set forth below) under the laws of such subsidiaries’ jurisdiction of organization. In addition, from time to time, the Borrowers will, at their cost and expense, promptly secure the Obligations by pledging or creating, or causing to be pledged or created, perfected Liens with respect to such of their and their Domestic Subsidiaries’ assets and properties as the Administrative Agent or the Required Lenders shall designate, it being agreed that it is the intent of the parties that the Obligations shall be secured by, among other things, substantially all the assets of the Borrowers and their Domestic Subsidiaries (other including real and personal property acquired subsequent to the Effective Date); provided that, notwithstanding anything to the contrary contained in any Loan Document, Revolving Loan Document or Second Lien Term Loan Document, neither the Borrowers nor their subsidiaries shall be required to pledge more than any Excluded Subsidiary) formed or acquired after the date of this Agreement to become a Loan Party by executing a Joinder Agreement in substantially the form of Exhibit E. Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor hereunder and thereupon shall have all 65% of the rightsvoting Equity Interests (representing not greater than 65% of the total combined voting power of all classes of Equity Interests entitled to vote) of a Foreign Subsidiary, benefitsprovided, dutiesfurther, and obligations in that none of the Borrowers or their subsidiaries shall be required to pledge (or cause to be pledged) Equity Interests of a Foreign Subsidiary to the extent such capacity Equity Interests of such Foreign Subsidiary are held by another Foreign Subsidiary. Such Liens will be created under the Loan Documents in form and (ii) will grant Liens substance satisfactory to the Administrative Agent, for and the benefit of Borrowers shall deliver or cause to be delivered to the Administrative Agent all such instruments and documents (including legal opinions, title insurance policies and lien searches) as the Lenders, in any property of such Loan Party which constitutes CollateralAdministrative Agent shall reasonably request to evidence compliance with this Section. (b) Each Loan Party The Borrowers will cause (i) 100% of the issued and outstanding Equity Interests of each of its domestic Restricted Subsidiaries (any Revolving Loan Collateral or other than a Disregarded Domestic Subsidiary) and (ii) 65% of the issued and outstanding Equity Interests entitled to vote and 100% of the issued and outstanding Equity Interests not entitled to vote in each foreign Restricted Subsidiary and Disregarded Domestic Subsidiary directly owned by the Borrower or any domestic Restricted Subsidiary assets that is not a Disregarded Domestic Subsidiary to be are subject at all times to a first priority, perfected Lien in favor of the Administrative Agent for lenders (or the benefit administrative agent on behalf of such lenders) under the Revolving Loan Documents to be subject at all times to a perfected Lien in favor of the Administrative Agent and the Lenders, pursuant to the terms and conditions of the Loan Documents or Documents, and shall deliver such other security documents in connection therewith as the Administrative Agent shall reasonably (taking into account the costs of delivery of such security documents and the benefits provided by such security documents) request. (c) The Borrower will cause Holdings to pledge and grant a first priority, perfected Lien in favor of the Administrative Agent in 100% of the issued and outstanding Equity Interests of the Borrower. (d) Without limiting the foregoing, each Loan Party will, and the Borrowers will cause each Restricted Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements documents and instrumentsagreements, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and Documents, including but not limited to ensure perfection and priority all items of the Liens created or intended to be created type required by the Collateral Documents, all at the expense of the Loan Parties. Nothing in this Section 5.12 shall require, and the Loan Documents shall not contain any requirements 4.01 (as to, the creation or perfection of pledges of or security interests in, or the obtaining of title insurance, surveys, abstracts or appraisals or taking other actions with respect to any Excluded Propertyapplicable). (ed) If To the extent permitted hereunder, if, after the Effective Date, any material assets Borrower proposes to (including any i) acquire a fee ownership interest in real property or improvements thereto having with a fair market value in excess of $1,000,000 5,000,000 or (ii) enter into any lease of Specified Real Property, such Borrower will (or, with respect to any such lease of Specified Leasehold Property, will use commercially reasonable efforts to), prior to or concurrently with the acquisition of such fee ownership interest thereinor the entry into such lease, as the case may be, provide the Administrative Agent a mortgage or deed of trust granting the Administrative Agent a first priority Lien on the fee ownership interest or the leasehold interest (as applicable) are acquired to be acquired, a mortgage title insurance policy, local counsel opinion(s), a survey (with respect to such a fee ownership interest), consent of the lessor under the applicable lease to the mortgage or deed of trust (with respect to such a leasehold interest), supplemental casualty insurance if required by any Loan Party the Administrative Agent, flood insurance if required by law, and such other documents, instruments or agreements reasonably requested by the Administrative Agent, in each case, in form and substance reasonably satisfactory to the Administrative Agent. (e) Notwithstanding anything else set forth herein, the Borrowers will not be required to deliver the following items on the Effective Date and will be required instead to deliver them no later than 30 days after the Effective Date (other than assets constituting Collateral under the Security Agreement that become subject or such later dates from time to the Lien in favor of the Security Agreement upon acquisition thereof), the Borrower will (i) notify the Administrative Agent and the Lenders thereof, and, if requested time as consented to by the Administrative Agent or in its reasonable discretion): (i) any documents required under German law to create and perfect the Required Lenders, cause such assets to be subjected to a Lien securing security interest of the Secured Obligations and Administrative Agent in 65% of the Equity Interests of any Subsidiary of any Borrower organized under the laws of Germany; (ii) take, a Mortgage and cause each applicable Loan Party all other documents and instruments required to take, such actions as shall be necessary or reasonably requested delivered in connection with the Mortgages delivered on the Effective Date with respect to all real estate acquired by the Administrative Agent Borrowers pursuant to grant and perfect such Liensthe IBR Plasma Asset Acquisition; and (iii) PPSA filing statements with respect to the Borrowers’ assets located in Canada, including actions described in paragraph (c) together with opinions of this Section, all at local counsel opining to the expense perfection of the Loan PartiesAdministrative Agent’s security interest in such Collateral. (f) Notwithstanding any other provision to the contrary, nothing in this Section 5.12 shall require, and the Loan Documents shall not contain any requirements as to, the creation or perfection of pledges of or security interests in any Excluded Property. (g) No actions shall be required to create any security interests in any assets or to perfect such security interests other than in the United States (it being understood that there shall be no security agreement or pledge agreement governed under the Laws of any non-U.S. jurisdiction).

Additional Collateral; Further Assurances. (a) Subject to applicable Requirements of Law, each Loan Party will cause each of its domestic Restricted Domestic Subsidiaries (other than any Excluded Subsidiary) formed or acquired after the date of this Agreement to become a Loan Party by executing a Joinder Agreement in substantially the form of Exhibit E. Agreement. Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the Administrative AgentLender, for the benefit of the Administrative Agent and the LendersSecured Parties, in any property of such Loan Party which constitutes Collateral. If, at any time, an Excluded Domestic Subsidiary, which is not a Loan Party solely because it does not meet the fair market value threshold, commences business operations and has total assets with a fair market value in excess of $250,000.00, the Borrower shall notify the Lender in writing, and such Excluded Domestic Subsidiary shall be designated a Loan Party and comply with the provisions of this Section 5.13. (b) Each Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each of its domestic Restricted Subsidiaries (other than a Disregarded Domestic Subsidiary) Subsidiary and (ii) 65% of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each foreign Restricted Subsidiary and Disregarded Domestic Foreign Subsidiary directly owned by the Borrower or any domestic Restricted Subsidiary that is not a Disregarded Domestic Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent Lender, for the benefit of the Administrative Agent and the LendersSecured Parties, pursuant to the terms and conditions of the Loan Documents or other security documents as the Administrative Agent Lender shall reasonably request. (c) The Borrower will cause Holdings to pledge and grant a first priority, perfected Lien in favor of the Administrative Agent in 100% of the issued and outstanding Equity Interests of the Borrower. (d) Without limiting the foregoing, each Loan Party will, and will cause each Restricted Domestic Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent Lender such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust statements and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law any Requirement of Law or which the Administrative Agent Lender may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Loan Parties. Nothing in this Section 5.12 shall require, and the Loan Documents shall not contain any requirements as to, the creation or perfection of pledges of or security interests in, or the obtaining of title insurance, surveys, abstracts or appraisals or taking other actions with respect to any Excluded Property. (ed) If any material assets (including any real property of the same type or improvements thereto having a fair market value in excess of $1,000,000 or any interest therein) nature as those comprising Collateral are acquired by the Borrower or any Domestic Subsidiary that is a Loan Party after the Effective Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien in favor of the Lender under the Security Agreement upon acquisition thereof), the Borrower will (i) notify the Administrative Agent and the Lenders thereof, Lender and, if requested by the Administrative Agent or the Required LendersLender, cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) take, and cause each applicable Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent Lender to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of the Loan Parties. (f) Notwithstanding any other provision to the contrary, nothing in this Section 5.12 shall require, and the Loan Documents shall not contain any requirements as to, the creation or perfection of pledges of or security interests in any Excluded Property. (g) No actions shall be required to create any security interests in any assets or to perfect such security interests other than in the United States (it being understood that there shall be no security agreement or pledge agreement governed under the Laws of any non-U.S. jurisdiction).

Additional Collateral; Further Assurances. (a) Subject to applicable Requirements of Law, each Loan Party will cause each of its domestic Restricted Domestic Subsidiaries (other than any Excluded Subsidiary) formed or acquired after the date of this Agreement or existing as of the date of this Agreement and not a Loan Party to become a Loan Party by executing a Joinder Agreement in substantially if requested by the form of Exhibit E. Lender at any time. Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the Administrative AgentLender, for the benefit of the Administrative Agent and the LendersSecured Parties, in any property of such Loan Party which constitutes Collateral, including any parcel of real property located in the U.S. owned by any Loan Party. (b) Each Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each of its domestic Restricted Domestic Subsidiaries (other than a Disregarded Domestic Subsidiary) and (ii) 65% of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each foreign Restricted Subsidiary and Disregarded Domestic Foreign Subsidiary directly owned by the Borrower or any domestic Restricted Subsidiary that is not a Disregarded Domestic Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent Lender, for the benefit of the Administrative Agent and the LendersSecured Parties, pursuant to the terms and conditions of the Loan Documents or other security documents as the Administrative Agent Lender shall reasonably request. (c) The Borrower will cause Holdings to pledge and grant a first priority, perfected Lien in favor of the Administrative Agent in 100% of the issued and outstanding Equity Interests of the Borrower. (d) Without limiting the foregoing, each Loan Party will, and will cause each Restricted Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent Lender such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law any Requirement of Law or which the Administrative Agent Lender may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Loan Parties. Nothing in this Section 5.12 shall require, and the Loan Documents shall not contain any requirements as to, the creation or perfection of pledges of or security interests in, or the obtaining of title insurance, surveys, abstracts or appraisals or taking other actions with respect to any Excluded Property. (ed) If any material assets (including any real property or improvements thereto having a fair market value in excess of $1,000,000 or any interest therein) are acquired by any Loan Party after the Effective Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien in favor of under the Security Agreement upon acquisition thereof), the Borrower will (i) notify the Administrative Agent and the Lenders thereof, Lender and, if requested by the Administrative Agent or the Required LendersLender, cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) take, and cause each applicable Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent Lender to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of the Loan Parties. (f) Notwithstanding any other provision to the contrary, nothing in this Section 5.12 shall require, and the Loan Documents shall not contain any requirements as to, the creation or perfection of pledges of or security interests in any Excluded Property. (g) No actions shall be required to create any security interests in any assets or to perfect such security interests other than in the United States (it being understood that there shall be no security agreement or pledge agreement governed under the Laws of any non-U.S. jurisdiction).

Additional Collateral; Further Assurances. (a) Subject to applicable Requirements of Law, each Loan Credit Party will shall cause each any Subsidiary of its domestic Restricted Subsidiaries (other than any Excluded Subsidiary) formed or acquired after the date Parent which is required to become a Credit Party pursuant to the terms of this Agreement to, upon the request of the Agent, (i) grant Liens to become the Agent, for the benefit of the Agent and the Lenders, pursuant to such documents as the Agent may reasonably deem necessary and deliver such property, documents, and instruments as the Agent may request to perfect the Liens of the Agent in the Collateral of such Subsidiary (ii) execute a Loan Party Guaranty Agreement with respect to the Total Obligations (excluding the Total Obligations of such Credit Party) pursuant to Section 6.13, in form and substance satisfactory to the Agent, and (iii) in connection with the foregoing requirements, or either of them, deliver to the Agent all items of the type required by executing a Joinder Agreement in substantially the form of Exhibit E. Section 4.1(a) (as applicable). Upon execution and delivery thereofof such Credit Documents and other instruments, each certificates, and agreements, such Person (i) Subsidiary shall automatically become a Loan Borrower and a Guarantor, or a Guarantor (but not a Borrower), as applicable, hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the Administrative Agent, for the benefit of the Administrative Agent and the Lenders, in any property of such Loan Party which constitutes CollateralCredit Documents. (b) Each Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each of its domestic Restricted Subsidiaries (other than a Disregarded Domestic Subsidiary) and (ii) 65% of the issued and outstanding Equity Interests entitled to vote and 100% of the issued and outstanding Equity Interests not entitled to vote in each foreign Restricted Subsidiary and Disregarded Domestic Subsidiary directly owned by the Borrower or any domestic Restricted Subsidiary that is not a Disregarded Domestic Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent for the benefit of the Administrative Agent and the Lenders, pursuant to the terms and conditions of the Loan Documents or other security documents as the Administrative Agent shall reasonably request. (c) The Borrower will cause Holdings to pledge and grant a first priority, perfected Lien in favor of the Administrative Agent in 100% of the issued and outstanding Equity Interests of the Borrower. (d) Without limiting the foregoing, each Loan Credit Party willshall, and will shall cause each Restricted Subsidiary of the Parent's Subsidiaries which is required to become a Credit Party pursuant to the terms of this Agreement to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements documents and instrumentsagreements, and will shall take or cause to be taken such further actions (including as the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and Credit Documents. (c) Upon the Agent's request, each Credit Party will deliver to ensure perfection and priority of the Liens created or intended to be created by Agent the Collateral Documents, all at the expense of the Loan Parties. Nothing in this Section 5.12 shall require, and the Loan Documents shall not contain any requirements as to, the creation or perfection of pledges of or security interests in, or the obtaining of title insurance, surveys, abstracts or appraisals or taking other actions following with respect to each parcel of Real Property owned by any Excluded Property.Credit Party: (ei) If any material assets a Mortgage in proper form for recording in the jurisdiction in which such Real Property covered thereby is located; (including any real property ii) ALTA or improvements thereto having a fair market value other mortgagee's policies, in excess of $1,000,000 or any interest therein) are acquired by any Loan Party after form and substance satisfactory to the Effective Date (other than assets constituting Collateral under Agent, with respect to the Security Agreement that become Real Property subject to the Lien Mortgages; (iii) an environmental site assessment, in favor compliance with applicable Requirements of Law prepared by a credentialed environmental consultant acceptable to the Security Agreement upon acquisition thereof)Agent; (iv) a boundary survey prepared and certified to the Agent by a credentialed surveyor acceptable to the Agent; and (v) such other information, the Borrower will (i) notify the Administrative Agent and the Lenders thereof, and, if requested by the Administrative Agent or the Required Lenders, cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) takedocumentation, and cause each applicable Loan Party certifications, in form and substance satisfactory to takethe Agent, such actions as shall may be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of the Loan PartiesAgent. (f) Notwithstanding any other provision to the contrary, nothing in this Section 5.12 shall require, and the Loan Documents shall not contain any requirements as to, the creation or perfection of pledges of or security interests in any Excluded Property. (g) No actions shall be required to create any security interests in any assets or to perfect such security interests other than in the United States (it being understood that there shall be no security agreement or pledge agreement governed under the Laws of any non-U.S. jurisdiction).

Additional Collateral; Further Assurances. (a) Subject to applicable Requirements of Lawlaw, each Loan Party will shall cause each of its domestic Restricted Subsidiaries (other than any Excluded Subsidiary) formed or acquired after the date of this Agreement in accordance with the terms of this Agreement (any such formation or acquisition being prohibited by Section 6.13 of this Agreement without the prior written consent of the Administrative Agent) to become a Loan Party by executing a the Joinder Agreement in substantially set forth as Exhibit D hereto (the form of Exhibit E. “Joinder Agreement”). Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the Administrative Agent, for the benefit of the Administrative Agent and the Lenders, in any property of such Loan Party which constitutes Collateral, including any parcel of real property located in the U.S. owned by any Loan Party. (b) Each Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each of its domestic Restricted Subsidiaries (other than a Disregarded Domestic Subsidiary) and (ii) 65% (or such greater percentage that, due to a change in applicable law after the date hereof, (1) could not reasonably be expected to cause the undistributed earnings of such foreign Subsidiary as determined for U.S. federal income tax purposes to be treated as a deemed dividend to such foreign Subsidiary’s U.S. parent and (2) could not reasonably be expected to cause any material adverse tax consequences) of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2) in each foreign Restricted Subsidiary and Disregarded Domestic Subsidiary directly owned by the Borrower or any domestic Restricted Subsidiary that is not a Disregarded Domestic Subsidiary Loan Party to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent for the benefit of the Administrative Agent and the Lenders, pursuant to the terms and conditions of the Loan Documents or other security documents as the Administrative Agent shall reasonably request. Notwithstanding the foregoing, at any time after an Event of Default has occurred and is continuing, each Loan Party will, upon the request of the Administrative Agent, cause each foreign Subsidiary to become a Loan Party and a Loan Guarantor and to grant Liens to the Administrative Agent on its assets and have the balance of its stock pledged to the Administrative Agent. (c) The Borrower will cause Holdings to pledge and grant a first priority, perfected Lien in favor of the Administrative Agent in 100% of the issued and outstanding Equity Interests of the Borrower. (d) Without limiting the foregoing, each Loan Party will, and will cause each Restricted Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Loan Parties. Nothing in this Section 5.12 shall require, and the Loan Documents shall not contain any requirements as to, the creation or perfection of pledges of or security interests in, or the obtaining of title insurance, surveys, abstracts or appraisals or taking other actions with respect to any Excluded Property. (ed) If any material assets (including any real property or improvements thereto having a fair market value in excess of $1,000,000 or any interest therein) are acquired by any Loan Party after the Effective Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien in favor of the Security Agreement upon acquisition thereof), the Borrower will (i) notify the Administrative Agent and the Lenders thereof, and, if requested by the Administrative Agent or the Required Lenders, the Borrower will cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) will take, and cause each applicable the Loan Party Parties to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of the Loan Parties. (fe) Notwithstanding any other provision The Administrative Agent and the Lenders are not requiring that the Loan Parties deliver certificates of title for all titled motor vehicles or that the Lien in favor of the Administrative Agent in such motor vehicles granted pursuant to the contrarySecurity Agreement be perfected by having such Lien noted on such certificates of title as a condition to the closing of the Transaction. However, nothing in this Section 5.12 shall require, and if the Required Lenders direct the Administrative Agent to request that the Loan Documents shall not contain any requirements as toParties deliver all original certificates of title for all motor vehicles owned by the Loan Parties, the creation or perfection Loan Parties shall deliver all such original certificates of pledges of or security interests in any Excluded Property. (g) No actions title to the Administrative Agent immediately upon demand and shall be provide all assistance required to create any security interests in any assets or by the Administrative Agent to perfect such security interests other than in its Lien on the United States (it being understood that there shall be no security agreement or pledge agreement governed under motor vehicles owned by the Laws of any non-U.S. jurisdiction)Loan Parties at the Loan Parties’ cost and expense.

Additional Collateral; Further Assurances. (a) Subject to applicable Requirements of Lawlaw, SYX and each other Loan Party will shall cause each of its domestic Restricted Subsidiaries (other than any Excluded Subsidiaryif organized under the laws of the United States of America) formed or acquired after the date of this Agreement in accordance with the terms of this Agreement to become a Loan Party by executing a the Joinder Agreement in substantially set forth as Exhibit E hereto (the form of Exhibit E. "Joinder Agreement"). Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the applicable Administrative AgentAgents, for the benefit of the such Administrative Agent and the applicable Lenders, in any property of such Loan Party which constitutes Collateral, including any parcel of Real Property or heritable property located in the US or UK owned by any Loan Party. (b) Each SYX and each other Loan Party (other than the UK Borrower) will cause (i) 100% of the issued and outstanding Equity Interests of each of its domestic Restricted Subsidiaries (other than a Disregarded Domestic Subsidiary) and (ii) 65% of the issued and outstanding Equity Interests entitled to vote and 100% of the issued and outstanding Equity Interests not entitled to vote in each foreign Restricted Subsidiary and Disregarded Domestic Subsidiary directly owned by the Borrower or any domestic Restricted Subsidiary that is not a Disregarded Domestic Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the US Administrative Agent for the benefit of the Administrative Agent and the Lenders, pursuant to the terms and conditions of the Loan Documents or other security documents as the US Administrative Agent shall reasonably request. SYX will cause 65% of the issued and outstanding Equity Interests of UK Borrower to be subject at all times to a first priority, perfected Lien in favor of the US Administrative Agent pursuant to the terms and conditions of the Share Pledge or other security documents as the US Administrative Agent shall reasonably request. (c) The UK Borrower will cause Holdings to pledge and grant a first priority, perfected Lien in favor of the Administrative Agent in 100% of the issued and outstanding Equity Interests of each of its Subsidiaries to be subject at all times to a first priority, perfected Lien (to the Borrowerextent that Lien may be granted and perfected by the Debenture or other document governed by the laws of England, Scotland and Wales) in favor of the UK Administrative Agent pursuant to the terms and conditions of the Loan Documents or other security documents as the UK Administrative Agent shall reasonably request. (d) Without limiting the foregoing, each Loan Party SYX will, and will cause each Restricted Subsidiary of the other Loan Parties to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent Agents such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law or which the any Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Loan Parties. Nothing in this Section 5.12 shall require, and the Loan Documents shall not contain any requirements as to, the creation or perfection of pledges of or security interests in, or the obtaining of title insurance, surveys, abstracts or appraisals or taking other actions with respect to any Excluded Property. (e) If any material assets (including any real property Real Property or improvements thereto having a fair market value in excess of $1,000,000 or any interest therein) are acquired by any US Borrower or any US Subsidiary thereof that is a Loan Party after the Effective Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien in favor of the Security Agreement US Administrative Agent upon acquisition thereof), the applicable Borrower will (i) notify the US Administrative Agent and the Lenders thereof, and, if requested by the US Administrative Agent or the Required Lenders, the applicable Borrower will cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) will take, and cause each applicable Loan Party such Subsidiary to take, such actions as shall be necessary or reasonably requested by the US Administrative Agent to grant and perfect such Liens, including actions described in paragraph (b) of this Section, all at the expense of the Loan Parties. (f) If any material assets (including any Real Property or improvements thereto or any interest therein) are acquired by UK Borrower or any Subsidiary thereof that is a Loan Party after the Effective Date (other than assets constituting Collateral under the Debenture that become subject to the Lien in favor of the UK Administrative Agent upon acquisition thereof), UK Borrower will notify the UK Administrative Agent and the UK Lenders thereof, and, if requested by the UK Administrative Agent or the Required UK Lenders, the UK Borrower will cause such assets to be subjected to a Lien securing the Secured Obligations owed by the UK Borrower and will take, and cause such Subsidiary to take, such actions as shall be necessary or reasonably requested by the UK Administrative Agent to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of the Loan Parties. (f) Notwithstanding any other provision to the contrary, nothing in this Section 5.12 shall require, and the Loan Documents shall not contain any requirements as to, the creation or perfection of pledges of or security interests in any Excluded Property. (g) No actions shall be required to create any security interests in any assets or to perfect such security interests other than in the United States (it being understood that there shall be no security agreement or pledge agreement governed under the Laws of any non-U.S. jurisdiction).

Additional Collateral; Further Assurances. (a) Subject to applicable Requirements of Lawlaw, each Borrower and each Loan Party will cause each of its domestic Restricted Subsidiaries (other than any Excluded Subsidiary) Designated Subsidiary formed or acquired after the date of this Agreement or that becomes a Designated Subsidiary after the Effective Date in accordance with the terms of this Agreement within 60 days (in each case, as such time may be extended in the Administrative Agent’s sole discretion) to become a Loan Party by executing Borrower or a Guarantor pursuant to a Joinder Agreement in substantially and take all such further actions (including the form filing and recording of Exhibit E. financing statements, fixture filings, and other documents) that are required under the Collateral Documents or this Agreement to cause the Collateral and Guaranty Requirement to be satisfied with respect to such Designated Subsidiary. Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor Borrower or Guarantor, as applicable hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the Administrative Agent, for the benefit of the Administrative Agent and the Lendersapplicable Secured Parties, in any property of such Loan Party which constitutes Collateral, under the applicable Security Agreement. (b) Each The Loan Party Parties will cause (i) 100% of the issued execute any and outstanding Equity Interests of each of its domestic Restricted Subsidiaries (other than a Disregarded Domestic Subsidiary) and (ii) 65% of the issued and outstanding Equity Interests entitled to vote and 100% of the issued and outstanding Equity Interests not entitled to vote in each foreign Restricted Subsidiary and Disregarded Domestic Subsidiary directly owned by the Borrower or any domestic Restricted Subsidiary that is not a Disregarded Domestic Subsidiary to be subject at all times to a first priorityfurther documents, perfected Lien in favor of the Administrative Agent for the benefit of the Administrative Agent and the Lenders, pursuant to the terms and conditions of the Loan Documents or other security documents as the Administrative Agent shall reasonably request. (c) The Borrower will cause Holdings to pledge and grant a first priority, perfected Lien in favor of the Administrative Agent in 100% of the issued and outstanding Equity Interests of the Borrower. (d) Without limiting the foregoing, each Loan Party will, and will cause each Restricted Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documentsfinancing statements, agreements and instruments, and will take or cause to be taken all such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), documents) which may be required by law any Requirement of Law or which the Administrative Agent may, from time to time, reasonably request request, to carry out cause the terms Collateral and conditions of this Agreement Guaranty Requirement to be and remain satisfied at all times. The Loan Parties also agree to provide to the other Loan Documents and Administrative Agent, from time to ensure time upon reasonable request, evidence reasonably satisfactory to the Administrative Agent as to the perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Loan Parties. Nothing in this Section 5.12 shall require, and the Loan Documents shall not contain any requirements as to, the creation or perfection of pledges of or security interests in, or the obtaining of title insurance, surveys, abstracts or appraisals or taking other actions with respect to any Excluded Property. (ec) If Notwithstanding the foregoing, the Administrative Agent shall not enter into any material assets (including Mortgage in respect of any real property or improvements thereto having a fair market value in excess of $1,000,000 or any interest therein) are Real Estate acquired by any Loan Party after the Effective Date until (other than assets constituting Collateral under 1) the Security Agreement date that become subject occurs 45 days after the Administrative Agent has delivered to the Lien Lenders (which may be delivered electronically) the following documents in favor respect of the Security Agreement upon acquisition thereof), the Borrower will such Real Estate: (i) notify a completed flood hazard determination from a third party vendor, (ii) if such Real Estate is located in a “special flood hazard area,” (A) a notification to the applicable Loan Party of that fact and (if applicable) notification to the applicable Loan Party that flood insurance is not available and (B) evidence of receipt by the applicable Loan Party of such notice, and (iii) if such notice is required to be provided to the applicable Loan Party and flood insurance is available in the community in which such Real Estate is located, evidence of flood insurance, and (2) the Administrative Agent and shall have received written confirmation from the Lenders thereof, and, if requested that flood insurance due diligence and flood insurance compliance has been completed by the Administrative Agent or the Required Lenders, cause Lenders (such assets written confirmation not to be subjected to a Lien securing the Secured Obligations and (ii) takeunreasonably conditioned, and cause each applicable Loan Party to take, such actions as shall be necessary withheld or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of the Loan Parties. (f) Notwithstanding any other provision to the contrary, nothing in this Section 5.12 shall require, and the Loan Documents shall not contain any requirements as to, the creation or perfection of pledges of or security interests in any Excluded Property. (g) No actions shall be required to create any security interests in any assets or to perfect such security interests other than in the United States (it being understood that there shall be no security agreement or pledge agreement governed under the Laws of any non-U.S. jurisdictiondelayed).

Additional Collateral; Further Assurances. (a) Subject to applicable Requirements Requirement of Law, each Loan Party will cause each of its domestic Restricted Subsidiaries (other than any Excluded Subsidiary) Subsidiary formed or acquired after the date of this Agreement to become a Loan Party by executing a Joinder Agreement Agreement; provided, however, that no Foreign Subsidiary (or any Subsidiary thereof) shall be required to become a Loan Party hereunder to the extent doing so could reasonably be expected to result in substantially material adverse tax consequences to the form of Exhibit E. Loan Parties. Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor hereunder and thereupon shall have all of the rights, benefits, duties, duties and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the Administrative Agent, for the benefit of the Administrative Agent and the Lendersother Secured Parties, in any property of such Loan Party which constitutes Collateral. (b) Each Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each of its domestic Restricted directly-owned Domestic Subsidiaries (other than a Disregarded Domestic Subsidiary) and (ii) 65% (or such greater percentage that could not reasonably be expected to cause any material adverse tax consequences to the Loan Parties) of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each foreign Restricted Subsidiary and Disregarded Domestic Subsidiary directly directly-owned by the Borrower or any domestic Restricted Subsidiary that is not a Disregarded Domestic Foreign Subsidiary to to, in each case, be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent Agent, for the benefit of the Administrative Agent and the Lendersother Secured Parties, pursuant to the terms and conditions of the Loan Documents or other security documents as the Administrative Agent shall reasonably request. (c) The Borrower will cause Holdings to pledge and grant a first priority, perfected Lien in favor of the Administrative Agent in 100% of the issued and outstanding Equity Interests of the Borrower. (d) Without limiting the foregoing, each Loan Party will, and will cause each Restricted Subsidiary to, grant Liens and security interests in favor of the Administrative Agent on all assets other than Excluded Property (as defined in the Security Agreement) and to execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.014.01 and Section 5.15, as applicable), which may be required by law any Requirement of Law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all in form and substance reasonably satisfactory to the Administrative Agent and all at the expense of the Loan Parties. Nothing in this Section 5.12 shall require, and the Loan Documents shall not contain any requirements as to, the creation or perfection of pledges of or security interests in, or the obtaining of title insurance, surveys, abstracts or appraisals or taking other actions with respect to any Excluded Property. (ed) If any material assets (including any real property or improvements thereto having a fair market value in excess of $1,000,000 or any interest therein) constituting Collateral are acquired by any Loan Party after the Effective Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien in favor of under the Security Agreement upon acquisition thereof), the Borrower Representative will (i) notify the Administrative Agent and the Lenders thereof, thereof and, if requested by the Administrative Agent or the Required Lenders, cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) take, and cause each applicable Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of the Loan Parties. (f) Notwithstanding any other provision to the contrary, nothing in this Section 5.12 shall require, and the Loan Documents shall not contain any requirements as to, the creation or perfection of pledges of or security interests in any Excluded Property. (g) No actions shall be required to create any security interests in any assets or to perfect such security interests other than in the United States (it being understood that there shall be no security agreement or pledge agreement governed under the Laws of any non-U.S. jurisdiction).

Additional Collateral; Further Assurances. (a) Subject to any applicable Requirements Requirement of Law, each Loan Party will cause each of its domestic Restricted Subsidiaries (other than any Excluded Subsidiary) formed or acquired after the date of this Agreement (other than any Excluded Subsidiary) or any limited liability companies formed pursuant to any division to become a Loan Party by executing a Joinder Agreement in substantially Agreement. In connection therewith, the form of Exhibit E. Lender shall have received all documentation and other information regarding such Subsidiaries as may be required to comply with the applicable “know your customer” rules and regulations, including the USA Patriot Act. Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the Administrative AgentLender, for the benefit of the Administrative Agent and the LendersSecured Parties, in any property of such Loan Party which constitutes Collateral, including any parcel of real property located in the U.S. owned by any Loan Party. (b) Each Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each of its domestic Restricted Subsidiaries (other than a Disregarded Domestic Subsidiary) and (ii) 65% of the issued and outstanding Equity Interests entitled to vote and 100% of the issued and outstanding Equity Interests not entitled to vote in each foreign Restricted Subsidiary and Disregarded Domestic Subsidiary directly owned by the Borrower or any domestic Restricted Subsidiary that is not a Disregarded Domestic Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent Lender, for the benefit of the Administrative Agent and the LendersSecured Parties, pursuant to the terms and conditions of the Loan Documents or other security documents as the Administrative Agent Lender shall reasonably request. (c) The Borrower will cause Holdings to pledge and grant a first priority, perfected Lien in favor of the Administrative Agent in 100% of the issued and outstanding Equity Interests of the Borrower[Reserved]. (d) Without limiting the foregoing, each Loan Party will, and will cause each Restricted Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent Lender such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law any Requirement of Law or which the Administrative Agent Lender may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all in form and substance reasonably satisfactory to the Lender and all at the expense of the Loan Parties. Nothing in this Section 5.12 shall require, and the Loan Documents shall not contain any requirements as to, the creation or perfection of pledges of or security interests in, or the obtaining of title insurance, surveys, abstracts or appraisals or taking other actions with respect to any Excluded Property. (e) If any material assets (including any real property or improvements thereto having a fair market value in excess of $1,000,000 or any interest therein) are acquired by any Loan Party after the Effective Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien in favor of under the Security Agreement upon acquisition thereof), the Borrower will (i) notify the Administrative Agent and the Lenders thereof, Lender and, if requested by the Administrative Agent or the Required LendersLender, cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) take, and cause each applicable Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent Lender to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of the Loan Parties. (f) Notwithstanding any other provision to the contrary, nothing in this Section 5.12 shall require, and the Loan Documents shall not contain any requirements as to, the creation or perfection of pledges of or security interests in any Excluded Property. (g) No actions shall be required to create any security interests in any assets or to perfect such security interests other than in the United States (it being understood that there shall be no security agreement or pledge agreement governed under the Laws of any non-U.S. jurisdiction).

Additional Collateral; Further Assurances. (a) Subject to applicable Requirements of Law, each Loan Party will shall cause each of its domestic Restricted Significant Subsidiaries (other than any Excluded Subsidiary) formed or acquired after the date of this Agreement to become a Loan Party by executing a Joinder Agreement in substantially the form of Exhibit E. Joinder. Upon execution and delivery thereofof a Joinder, each such Person (i) if intended to become a Borrower, shall automatically become a Loan Guarantor Borrower hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the Administrative Agent, Agent (for the benefit of the Administrative Agent Lender Group and the Lenders, Bank Product Providers ) in any property of such Loan Party which constitutes Collateral. Notwithstanding the foregoing, if a Subsidiary is acquired through a Permitted Acquisition such Subsidiary shall not be required to become a Loan Party so long as KAC delivers notice to Agent prior to the Permitted Acquisition that such acquired Subsidiary would not become a Loan Party; provided, that each Subsidiary so acquired that does not become a Loan Party shall not be included in the calculation of the Fixed Charge Coverage Ratio for any period if such Subsidiary, together with all other Subsidiaries that are not Loan Parties, account for greater than 15% of the consolidated EBITDA of KAC and its Subsidiaries for such period. (b) Each Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each of its domestic Restricted Subsidiaries (other than a Disregarded Domestic Subsidiary) and (ii) 65% of the issued and outstanding Equity Interests entitled to vote and 100% of the issued and outstanding Equity Interests not entitled to vote in each foreign Restricted Subsidiary and Disregarded Domestic Subsidiary directly owned by the Borrower or any domestic Restricted Subsidiary that is not a Disregarded Domestic Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent for the benefit of the Administrative Agent and the Lenders, pursuant to the terms and conditions of the Loan Documents or other security documents as the Administrative Agent shall reasonably request. (c) The Borrower will cause Holdings to pledge and grant a first priority, perfected Lien in favor of the Administrative Agent in 100% of the issued and outstanding Equity Interests of the Borrower. (d) Without limiting the foregoing, each Loan Party will, and will cause each Restricted Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instrumentsinstruments (including policies of title insurance, flood certification documentation or other documentation with respect to all Real Property owned in fee and subject to a Mortgage), and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust statements and other documents and such other actions or deliveries of the type required by Section 4.013.1, as applicable), which may be required by law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Loan Documents, all at the expense of the Loan Parties. Nothing in this Section 5.12 shall require, and the Loan Documents shall not contain any requirements as to, the creation or perfection of pledges of or security interests in, or the obtaining of title insurance, surveys, abstracts or appraisals or taking other actions with respect to any Excluded PropertyBorrowers. (ec) If any material assets Notwithstanding anything to the contrary contained in this Agreement (including this Section 5.14) or in any real property or improvements thereto having a fair market value in excess other Loan Document, (i) Agent shall not accept delivery of $1,000,000 or any interest therein) are acquired by Mortgage from any Loan Party after the Effective Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien in favor unless each of the Security Agreement upon acquisition thereof)Lenders has received 45 days’ prior written notice thereof and Agent has received confirmation from each Lender that such Lender has completed its flood insurance diligence, the Borrower will (i) notify the Administrative Agent has received copies of all flood insurance documentation and the Lenders thereof, and, if requested has confirmed that flood insurance compliance has been completed as required by the Administrative Agent Flood Laws or the Required Lenders, cause as otherwise satisfactory to such assets to be subjected to a Lien securing the Secured Obligations and (ii) take, and cause each applicable Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of the Loan Parties. (f) Notwithstanding any other provision to the contrary, nothing in this Section 5.12 shall require, and the Loan Documents shall not contain any requirements as to, the creation or perfection of pledges of or security interests in any Excluded Property. (g) No actions shall be required to create any security interests in any assets or to perfect such security interests other than in the United States (it being understood that there shall be no security agreement or pledge agreement governed under the Laws of any non-U.S. jurisdiction).Lender and

Additional Collateral; Further Assurances. (a) Subject to applicable Requirements of Law, each Loan Party will cause each Subsidiary of its domestic Restricted Subsidiaries a Borrower (other than any Excluded Subsidiary) formed or acquired after the date of this Agreement to become a U.S. Loan Party or a Foreign Loan Party, as applicable, by executing a Joinder Agreement in substantially within ten (10) Business Days after the form of Exhibit E. date on which such Subsidiary is acquired, formed or ceases to be an Excluded Subsidiary. Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan U.S. Guarantor or a Foreign Guarantor, as applicable, hereunder and thereupon shall have all of the rights, benefits, duties, duties and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the Administrative Agent, for the benefit of the Administrative Agent and the Lendersother Secured Parties, in any property of such Loan Party which constitutes Collateral. (b) Each U.S. Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each of its domestic Restricted Subsidiaries (other than a Disregarded Domestic Subsidiary) Subsidiaries, and (ii) 65% of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each foreign Restricted Subsidiary and Disregarded Domestic Foreign Subsidiary directly owned by the each Borrower or any domestic Restricted Subsidiary that is not a Disregarded Domestic Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent Agent, for the benefit of the Administrative Agent and the Lendersother Secured Parties, pursuant to the terms and conditions of the Loan Documents or other security documents as the Administrative Agent shall reasonably request. (c) The Borrower . After an Event of Default, each Foreign Loan Party will cause Holdings 100% of the issued and outstanding Equity Interests of each Foreign Subsidiary to pledge and grant be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent in 100% Agent, for the benefit of the issued Secured Parties, to secure the Foreign Obligations pursuant to the terms and outstanding Equity Interests conditions of the BorrowerLoan Documents or other security documents as the Lender shall reasonably request. (dc) Without limiting the foregoing, each Loan Party will, and will cause each Restricted Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture Fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law any Requirement of Law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all in form and substance reasonably satisfactory to the Administrative Agent and all at the expense of the Loan Parties. Nothing in this Section 5.12 shall require, and the Loan Documents shall not contain any requirements as to, the creation or perfection of pledges of or security interests in, or the obtaining of title insurance, surveys, abstracts or appraisals or taking other actions with respect to any Excluded Property. (ed) If any material assets (including any real property or improvements thereto having a fair market value in excess of $1,000,000 or any interest therein) are acquired by any Loan Party after the Effective Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien in favor of under the Security Agreement upon acquisition thereof), the Borrower Representative will (i) notify the Administrative Agent and the Lenders thereof, thereof and, if requested by the Administrative Agent or the Required LendersLenders and required under the Loan Documents, cause such assets to be subjected to a Lien securing the Secured Obligations or the Foreign Secured Obligations, as applicable, and (ii) to the extent required under the Loan Documents, take, and cause each applicable Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of the Loan Parties. (e) Notwithstanding anything to the contrary contained herein or in any other Loan Document, no Loan or other Obligation of a U.S. Loan Party under any Loan Document shall be deemed to be (i) guaranteed by a CFC or by a CFC Holdco, or guaranteed by a subsidiary of a CFC or CFC Holdco; (ii) secured by any assets of a CFC, CFC Holdco or a subsidiary of a CFC or a CFC Holdco (including any CFC or CFC Holdco equity interests held directly or indirectly by a CFC or CFC Holdco); or (iii) secured by a pledge or other security interest in excess of 65% of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2) (and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) of a CFC or CFC Holdco. (f) Notwithstanding anything to the contrary contained herein or in any other provision to Loan Document, (1) except as may be perfected by the contrary, nothing in this Section 5.12 shall require, filing of financing statements on Form UCC-1 or PPSA financing statements naming each applicable Loan Party as debtor and the Loan Documents Administrative Agent as the secured party with the appropriate filing office(s) and for so long as (x) no Event of Default shall have occurred is continuing and (y) such Real Estate or Equipment is not included in the determination of any portion of the Aggregate Borrowing Base, the Borrowers shall not contain be required to take any requirements further actions (including the filing and recording of Fixture filings, mortgages, deeds of trust and other documents), which may otherwise be required by any Requirement of Law to ensure perfection and priority of the Liens created or intended to be created on Collateral consisting of any Real Estate or any Equipment of any Loan Party and (2) so long as tothe Borrowers shall not have made a Canadian Borrowing Base Election and no Event of Default shall have occurred is continuing, the creation Canadian Borrower and the other Foreign Loan Parties shall not be required to (except in their sole discretion) execute or perfection deliver any Collateral Documents securing the Foreign Secured Obligations, any security agreements, mortgages, deeds of pledges trust, deposit account control agreements, any securities account control agreements, or any other agreements, instruments or documents to create, perfect or evidence Liens to on such Loan Party’s assets to secure the Foreign Obligations; provided, however, that in each case of clauses (1) and (2) above, all such assets of such Loan Party shall at all times be maintained free and clear of all Liens and rights of any other Person (other than Permitted Encumbrances and, in the case of Equipment or security interests Real Estate of any Loan Party, Liens securing Indebtedness under any Specified Debt Transaction (in any Excluded Propertycompliance with the terms of this Agreement). (g) No If any Event of Default has occurred and is continuing, at the Administrative Agent’s option and election, each Loan Party shall take such actions as the Administrative Agent shall be required to create any security interests in any assets or to perfect reasonably require (including, without limitation, the execution and delivery of all such security interests agreements, mortgages, deeds of trust, deposit account control agreements, securities account control agreements, or other than agreements, instruments or documents) to create, perfect or evidence Liens to on such Loan Party’s assets to secure the Foreign Secured Obligations and, in the United States case of a U.S. Loan Party, the U.S. Secured Obligations, as applicable. (it being understood that there h) Notwithstanding the foregoing, the Administrative Agent shall be no security agreement or pledge agreement governed under the Laws not enter into any Mortgage in respect of any nonReal Property acquired by any Loan Party after the Effective Date until the date that is (a) if such Mortgage relates to Real Property not located in a “special flood hazard area”, ten (10) Business Days or (b) if such Mortgage relates to Real Property located in a “special flood hazard area”, thirty (30) days (in each case, the “Mortgage Notice Period”), after the Administrative Agent has delivered to the Lenders the following documents in respect of such Real Property (which may be delivered electronically on an Electronic System): (i) a “Life-U.S. jurisdiction)of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Real Property subject to a Mortgage (together with a notice about special flood hazard area status and flood disaster assistance duly executed by the Borrower or the applicable Loan Party in the event any such Real Property subject to a Mortgage is located in a special flood hazard area) and (ii) if required by Flood Laws, evidence of flood insurance as required by Section 5.10; provided, that any such Mortgage may be entered into prior to end of the Mortgage Notice Period if the Administrative Agent shall have received confirmation from each applicable Lender that such Lender has completed any necessary flood insurance diligence to its reasonable satisfaction.

Additional Collateral; Further Assurances. (a1) Subject to any applicable Requirements Requirement of Law, each Loan Party will cause each of its domestic Restricted Subsidiaries (other than any Excluded Subsidiary) Domestic Subsidiary formed or acquired after the date of this Agreement Agreement, including any limited liability company formed pursuant to any Division, to become a Loan Party by executing a Joinder Agreement in substantially Agreement. In connection therewith, the form of Exhibit E. Administrative Agent must have received all documentation and other information regarding such newly formed or acquired Subsidiaries as may be required to comply with the applicable “know your customer” rules and regulations, including the USA Patriot Act. Upon execution and delivery thereof, each such Person (i) shall will automatically become a Loan Guarantor hereunder and thereupon shall will have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the Administrative Agent, for the benefit of the Administrative Agent and the Lendersother Secured Parties, in any property of such Loan Party which that constitutes Collateral. (b) Each Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each of its domestic Restricted Subsidiaries (other than a Disregarded Domestic Subsidiary) and (ii) 65% of the issued and outstanding Equity Interests entitled to vote and 100% of the issued and outstanding Equity Interests not entitled to vote in each foreign Restricted Subsidiary and Disregarded Domestic Subsidiary directly owned by the Borrower or any domestic Restricted Subsidiary that is not a Disregarded Domestic Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent for the benefit of the Administrative Agent and the Lenders, pursuant to the terms and conditions of the Loan Documents or other security documents as the Administrative Agent shall reasonably request. (c) The Borrower will cause Holdings to pledge and grant a first priority, perfected Lien in favor of the Administrative Agent in 100% of the issued and outstanding Equity Interests of the Borrower. (d2) Without limiting the foregoing, each Loan Party will, and will cause each Restricted Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements agreements, and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which that may be required by law any Requirement of Law or which that the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Loan Parties. Nothing in this Section 5.12 shall require, form and the Loan Documents shall not contain any requirements as to, the creation or perfection of pledges of or security interests in, or the obtaining of title insurance, surveys, abstracts or appraisals or taking other actions with respect substance reasonably satisfactory to any Excluded Property. (e) If any material assets (including any real property or improvements thereto having a fair market value in excess of $1,000,000 or any interest therein) are acquired by any Loan Party after the Effective Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien in favor of the Security Agreement upon acquisition thereof), the Borrower will (i) notify the Administrative Agent and the Lenders thereof, and, if requested by the Administrative Agent or the Required Lenders, cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) take, and cause each applicable Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of the Loan PartiesBorrowers. (f) Notwithstanding any other provision to the contrary, nothing in this Section 5.12 shall require, and the Loan Documents shall not contain any requirements as to, the creation or perfection of pledges of or security interests in any Excluded Property. (g) No actions shall be required to create any security interests in any assets or to perfect such security interests other than in the United States (it being understood that there shall be no security agreement or pledge agreement governed under the Laws of any non-U.S. jurisdiction).

Additional Collateral; Further Assurances. (a) Subject to applicable Requirements of Lawlaw, the Borrower and each Subsidiary that is a Loan Party will shall cause each of its domestic Restricted Subsidiaries (other than any Excluded Subsidiary) formed or acquired after the date of this Agreement in accordance with the terms of this Agreement to become a Loan Party by executing a the Joinder Agreement in substantially set forth as Exhibit C hereto (the form of Exhibit E. “Joinder Agreement”) within thirty (30) days after that date when any such domestic Subsidiary is acquired or formed. Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the Administrative Agent, for the benefit of the Administrative Agent and the Lenders, in any property of such Loan Party which constitutes Collateral, including any parcel of real property located in the U.S. owned by any Loan Party. (b) Each The Borrower and each Subsidiary that is a Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each of its domestic Restricted Subsidiaries (other than a Disregarded Domestic Subsidiary) and (ii) 65% of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2) in each foreign Restricted Subsidiary and Disregarded Domestic Subsidiary directly owned by the Borrower or any domestic Restricted Subsidiary that is not a Disregarded Domestic Subsidiary to be subject at all times (or in the case of Equity Interests that are acquired after the date hereof, within thirty (30) days after the date of such acquisition and at all times thereafter) to a first priority, perfected Lien in favor of the Administrative Agent for the benefit of the Administrative Agent and the Lenders, pursuant to the terms and conditions of the Loan Documents or other security documents as the Administrative Agent shall reasonably request. (c) The Borrower will cause Holdings to pledge and grant a first priority, perfected Lien in favor of the Administrative Agent in 100% of the issued and outstanding Equity Interests of the Borrower. (d) Without limiting the foregoing, each Loan Party will, and will cause each Restricted Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Loan Documents, all at the expense of the Loan Parties. Nothing in this Section 5.12 shall require, and the Loan Documents shall not contain any requirements as to, the creation or perfection of pledges of or security interests in, or the obtaining of title insurance, surveys, abstracts or appraisals or taking other actions with respect to any Excluded Property. (ed) If any material assets (including any real property or improvements thereto having a fair market value in excess of $1,000,000 or any interest therein) are acquired by the Borrower or any Subsidiary that is a Loan Party after the Effective Date (other than assets constituting Collateral under the Security Agreement Agreements that become subject to the Lien in favor of the Security Agreement Administrative Agent upon acquisition thereof), the Borrower will (i) notify the Administrative Agent and the Lenders thereof, and, if requested by the Administrative Agent or the Required Lenders, the Borrower will cause such assets to be subjected to a Lien securing the Secured Obligations Indebtedness evidenced by this Agreement and (ii) the other Loan Documents and will take, and cause each applicable the Subsidiary Loan Party Parties to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of the Loan Parties. (fe) Notwithstanding any other provision Upon request by Administrative Agent, the Borrower will deliver to the contraryAdministrative Agent control agreements with respect to all deposit accounts and securities accounts of the Borrower and its Subsidiaries (other than any deposit accounts and securities accounts that Administrative Agent may exclude in its sole discretion), nothing in this Section 5.12 shall requireeach case, in form, scope, and substance reasonably satisfactory the Loan Documents shall not contain any requirements as toAdministrative Agent, the creation or perfection of pledges of or security interests in any Excluded Propertywhich have been duly executed and delivered by each party thereto. (g) No actions shall be required to create any security interests in any assets or to perfect such security interests other than in the United States (it being understood that there shall be no security agreement or pledge agreement governed under the Laws of any non-U.S. jurisdiction).

Additional Collateral; Further Assurances. (a) Subject to applicable Requirements of Law, each Loan Party will cause each of its domestic Restricted Subsidiaries (other than any Excluded Subsidiary) Domestic Subsidiary formed or acquired after the date of this Agreement to become a Loan Party by executing a Joinder Agreement joinder agreement in substantially form satisfactory to the form of Exhibit E. Lender. Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the Administrative AgentLender, for the benefit of the Administrative Agent and the LendersSecured Parties, in any property of such Loan Party which constitutes Collateral. (b) Each Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each of its domestic Restricted Domestic Subsidiaries (other than a Disregarded Domestic Subsidiary) and (ii) 65% of the issued and outstanding Equity Interests entitled to vote and 100% of the issued and outstanding Equity Interests not entitled to vote in each foreign Restricted Subsidiary and Disregarded Domestic Subsidiary directly owned by the Borrower or any domestic Restricted Subsidiary that is not a Disregarded Domestic Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent Lender, for the benefit of the Administrative Agent and the LendersSecured Parties, pursuant to the terms and conditions of the Loan Documents or other security documents as the Administrative Agent Lender shall reasonably request. (c) The Borrower will cause Holdings to pledge and grant a first priority, perfected Lien in favor of the Administrative Agent in 100% of the issued and outstanding Equity Interests of the Borrower. (d) Without limiting the foregoing, each Loan Party will, and will cause each Restricted Domestic Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent Lender such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law any Requirement of Law or which the Administrative Agent Lender may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all in form and substance reasonably satisfactory to the Lender and all at the expense of the Loan Parties. Nothing in this Section 5.12 shall require, and the Loan Documents shall not contain any requirements as to, the creation or perfection of pledges of or security interests in, or the obtaining of title insurance, surveys, abstracts or appraisals or taking other actions with respect to any Excluded Property. (ed) If any material assets (including any real property or improvements thereto having a fair market value in excess of $1,000,000 or any interest therein) are acquired by any Loan Party after the Effective Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien in favor of under the Security Agreement upon acquisition thereof), the Borrower Representative will (i) notify the Administrative Agent and the Lenders thereofLender, and, if requested by the Administrative Agent or the Required LendersLender, cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) take, and cause each applicable Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent Lender to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of the Loan Parties. (f) . Notwithstanding any other provision to the contraryabove, nothing in this Section 5.12 shall require, and the Loan Documents Collateral shall not contain include real property or any requirements as to, life insurance policy owned by any Borrower on the creation or perfection of pledges of or security interests in any Excluded PropertyEffective Date. (g) No actions shall be required to create any security interests in any assets or to perfect such security interests other than in the United States (it being understood that there shall be no security agreement or pledge agreement governed under the Laws of any non-U.S. jurisdiction).

Additional Collateral; Further Assurances. (a1) Subject to applicable Requirements of Lawlaw, the Company and each Loan Subsidiary that is a Company Party will shall, unless Wanxiang otherwise consents, cause each Subsidiary of its domestic Restricted Subsidiaries (other than any Excluded Subsidiary) the Company formed or acquired after the date of this Agreement Note in accordance with the terms of this Note to become a Loan Company Party by executing a Joinder Agreement in substantially the form of Exhibit E. supplement to a Note Guaranty. Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Note Guarantor hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents Note and the Transaction Documents, and (ii) will grant Liens to the Administrative Agent, for the benefit of the Administrative Agent and the LendersWanxiang, in any property of such Loan Company Party which constitutes Collateral, including any parcel of real property located in the U.S. owned by any Company Party. (b2) Each Loan The Company and each Subsidiary that is a Company Party will cause (i) 100% of the issued and outstanding Equity Interests of each of its domestic Restricted Subsidiaries (other than a Disregarded Domestic Subsidiary) and (ii) 65% of the issued and outstanding Equity Interests entitled to vote and 100% of the issued and outstanding Equity Interests not entitled to vote in each foreign Restricted Subsidiary and Disregarded Domestic Subsidiary directly owned by the Borrower or any domestic Restricted Subsidiary that is not a Disregarded Domestic Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent for the benefit of the Administrative Agent and the Lenders, Wanxiang pursuant to the terms and conditions of the Loan Note and the Transaction Documents or other security documents as the Administrative Agent Wanxiang shall reasonably request, provided that, unless otherwise requested by Wanxiang, no Company Party shall be required to create or perfect any Lien under the laws of jurisdiction other than the United States, each state thereof or the District of Columbia. (c) The Borrower will cause Holdings to pledge and grant a first priority, perfected Lien in favor of the Administrative Agent in 100% of the issued and outstanding Equity Interests of the Borrower. (d3) Without limiting the foregoing, each Loan Company Party will, and will cause each Restricted Subsidiary to, execute and deliver, deliver or cause to be executed and delivered, to the Administrative Agent Wanxiang such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01documents, as applicable), which may be required by law or which the Administrative Agent Wanxiang may, from time to time, reasonably request to carry out the terms and conditions of this Agreement Note and the other Loan Transaction Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Loan Company Parties. Nothing in this Section 5.12 shall require, and the Loan Documents shall not contain any requirements as to, the creation or perfection of pledges of or security interests in, or the obtaining of title insurance, surveys, abstracts or appraisals or taking other actions with respect to any Excluded Property. (e4) If any material assets asset with an individual value in excess of $100,000 (including any real property or improvements thereto having a fair market value in excess of $1,000,000 or any interest therein) are is acquired by the Company or any Loan Subsidiary that is a Company Party after the Effective Issuance Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien in favor of the Security Agreement upon acquisition thereof), the Borrower Company will (i) notify the Administrative Agent and the Lenders thereofWanxiang, and, if requested by the Administrative Agent or the Required LendersWanxiang, cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) take, and cause each applicable Loan Subsidiary that is a Company Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent Wanxiang to grant and perfect such Liens, including actions described in paragraph (c3) of this Section, all at the expense of the Loan Company Parties. (f5) Notwithstanding any other provision anything herein to the contrary, nothing in this Section 5.12 shall require, and the Loan Documents shall not contain any requirements as to, the creation or perfection of pledges of or security interests in any no Excluded Property. (g) No actions Subsidiary shall be required to execute a Note Guaranty and become a Note Guarantor for so long as such Subsidiary shall remain an Excluded Subsidiary. If any Excluded Subsidiary shall cease to qualify as an Excluded Subsidiary, the Company shall (i) promptly notify Wanxiang thereof and (ii) if requested by Wanxiang, shall cause such Subsidiary that ceased to qualify as an Excluded Subsidiary to become a Note Guarantor by executing a supplement to the Note Guaranty within thirty (30) days following such request. Notwithstanding anything in this Note to the contrary, no Company Party will be required to take any steps to deliver any foreign-law governed pledges, security agreements or similar agreements or create or perfect any security interests in Lien under the laws of any assets or to perfect such security interests jurisdiction other than in that the United States (it being understood that there shall be no security agreement States, each state thereof or pledge agreement governed under the Laws District of any non-U.S. Columbia to the extent such agreements or actions are not legally permissible or possible in such jurisdiction).

Additional Collateral; Further Assurances. (a) Subject to any applicable Requirements Requirement of Law, each Loan Party will cause each of its domestic Restricted Subsidiaries (other than any Excluded Subsidiary) formed or acquired after the date of this Agreement or any limited liability companies formed pursuant to any division to become a Loan Party by executing a Joinder Agreement in substantially joinder to this Agreement. In connection therewith, Lender shall have received all documentation and other information regarding such newly formed or acquired Subsidiaries as may be required to comply with the form of Exhibit E. applicable “know your customer” rules and regulations, including the USA Patriot Act. Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the Administrative AgentLender, for the benefit of the Administrative Agent and the LendersSecured Parties, in any property of such Loan Party which constitutes Collateral, including any parcel of real property located in the U.S. owned by any Loan Party. (b) Each Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each of its domestic Restricted Subsidiaries (other than a Disregarded Domestic Subsidiary) and (ii) 65% of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each foreign Restricted Subsidiary and Disregarded Domestic Subsidiary directly owned by the any Borrower or any domestic Restricted Subsidiary that is not a Disregarded Domestic Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent Lender, for the benefit of the Administrative Agent and the LendersSecured Parties, pursuant to the terms and conditions of the Loan Documents or other security documents as the Administrative Agent Lender shall reasonably request. (c) The Borrower will cause Holdings to Borrowers shall pledge and grant a first priority, perfected Lien in favor of the Administrative Agent Lender in 100% of the issued and outstanding Equity Interests of the Borrowertheir Subsidiaries. (d) Without limiting the foregoing, each Loan Party will, and will cause each Restricted domestic Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent Lender such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law any Requirement of Law or which the Administrative Agent Lender may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all in form and substance reasonably satisfactory to Lender and all at the expense of the Loan Parties. Nothing in this Section 5.12 shall require, and the Loan Documents shall not contain any requirements as to, the creation or perfection of pledges of or security interests in, or the obtaining of title insurance, surveys, abstracts or appraisals or taking other actions with respect to any Excluded Property. (e) If any material assets (including any real property or improvements thereto having a fair market value in excess of $1,000,000 or any interest therein) are acquired by any Loan Party after the Effective Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien in favor of under the Security Agreement upon acquisition thereof), the Borrower Representative will (i) notify the Administrative Agent and the Lenders thereof, Lender and, if requested by the Administrative Agent or the Required LendersLender, cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) take, and cause each applicable Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent Lender to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of the Loan Parties. (f) Notwithstanding any other provision to the contrary, nothing in this Section 5.12 shall require, and the Loan Documents shall not contain any requirements as to, the creation or perfection of pledges of or security interests in any Excluded Property. (g) No actions shall be required to create any security interests in any assets or to perfect such security interests other than in the United States (it being understood that there shall be no security agreement or pledge agreement governed under the Laws of any non-U.S. jurisdiction).

Additional Collateral; Further Assurances. (a) Subject to any applicable Requirements Requirement of Law, each Loan Party will cause each of its domestic Restricted Subsidiaries (other than any Excluded Subsidiary) that is not a CFC formed or acquired after the date of this Agreement to become a Loan Party by executing a Joinder Agreement in substantially within 60 days of formation. In connection therewith, the form of Exhibit E. Lender shall have received all documentation and other information regarding such newly formed or acquired Subsidiaries as may be required to comply with the applicable “know your customer” rules and regulations, including the USA Patriot Act. Upon execution and delivery thereof, each such Person (ix) shall automatically become a Loan Guarantor hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (iiy) will grant Liens to the Administrative AgentLender, for the benefit of the Administrative Agent and the LendersSecured Parties, in any property of such Loan Party which constitutes Collateral, including any parcel of real property located in the U.S. owned by any Loan Party. (b) Each Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each of its domestic Restricted Domestic Subsidiaries (other than a Disregarded any Domestic Subsidiary) Foreign Holding Company), and (ii) 65% (or such greater percentage that, due to a change in applicable law after the date hereof, (1) could not reasonably be expected to cause the undistributed earnings of such Foreign Subsidiary as determined for U.S. federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s U.S. parent and (2) could not reasonably be expected to cause any material adverse tax consequences) of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each foreign Restricted Foreign Subsidiary and Disregarded Domestic Subsidiary Foreign Holding Company directly owned by the Borrower or any domestic Restricted Subsidiary that is not a Disregarded Domestic Subsidiary Loan Party to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent Lender for the benefit of the Administrative Agent and the LendersSecured Parties, subject to Permitted Liens, pursuant to the terms and conditions of the Loan Documents or other security documents as the Administrative Agent Lender shall reasonably request. (c) The Borrower will cause Holdings to pledge and grant a first priority, perfected Lien in favor of the Administrative Agent in 100% of the issued and outstanding Equity Interests of the Borrower. (d) Without limiting the foregoing, each Loan Party will, and will cause each Restricted Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent Lender such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law any Requirement of Law or which the Administrative Agent Lender may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all in form and substance reasonably satisfactory to the Lender and all at the expense of the Loan Parties. Nothing in this Section 5.12 shall require, and the Loan Documents shall not contain any requirements as to, the creation or perfection of pledges of or security interests in, or the obtaining of title insurance, surveys, abstracts or appraisals or taking other actions with respect to any Excluded Property. (ed) If any material assets (including any real property or improvements thereto having a fair market value in excess of $1,000,000 or any interest therein) are Material Real Property is acquired by any Loan Party after the Effective Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien in favor of the Security Agreement upon acquisition thereof)Date, the Borrower will (i) notify the Administrative Agent and the Lenders thereof, Lender and, if requested by the Administrative Agent or the Required LendersLender, cause such assets to be subjected to a Lien securing the Secured Obligations Obligations. In connection with any such acquisition of a fee interest in Material Real Property, the Loan Parties shall deliver to the Lender a Mortgage, title insurance policy (in such amount and containing such endorsements and affirmative coverages as the Lender shall reasonably require), survey, local counsel opinion, updated property insurance certificates naming the Lender as lender mortgagee and such other documents, instruments, agreements, convents, estoppels and other materials as the Lender shall reasonably require, each in form and substance reasonably satisfactory to the Lender. In addition to the foregoing, the Loan Parties shall deliver to the Lender prior to the execution and delivery of such Mortgage evidence as to (A) whether any such real property is a Flood Hazard Property and (iiB) takeif any such real property is a Flood Hazard Property, and cause each (1) whether the community in which such real property is located is participating in the National Flood Insurance Program, (2) the applicable Loan Party Party’s written acknowledgment of receipt of written notification from the Lender (a) as to take, the fact that such actions real property is a Flood Hazard Property and (b) as shall be necessary to whether the community in which each such Flood Hazard Property is located is participating in the National Flood Insurance Program and (3) copies of insurance policies or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in paragraph (c) certificates of this Section, all at the expense insurance of the Loan Parties. (f) Notwithstanding any other provision Parties and their Subsidiaries evidencing flood insurance reasonably satisfactory to the contraryLender and naming the Lender as additional loss payee, nothing in this Section 5.12 shall requireeach case, and the Loan Documents shall not contain any requirements as to, the creation or perfection in accordance with applicable Requirements of pledges of or security interests in any Excluded PropertyLaw. (g) No actions shall be required to create any security interests in any assets or to perfect such security interests other than in the United States (it being understood that there shall be no security agreement or pledge agreement governed under the Laws of any non-U.S. jurisdiction).

Additional Collateral; Further Assurances. (a) Subject to applicable Requirements Requirement of Law, the Borrower and each Subsidiary that is a Loan Party will cause each of its domestic Restricted Domestic Subsidiaries (other than any Excluded Subsidiary) formed or acquired after the date of this Agreement in accordance with the terms of this Agreement to become a Loan Party by executing a Joinder Agreement in substantially the form of Exhibit E. Agreement. Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor hereunder and thereupon shall have all of the rights, benefits, duties, duties and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the Administrative Agent, for the benefit of the Administrative Agent Agent, the Lenders and the Lendersother Secured Parties, in any property of such Loan Party which constitutes Collateral, including any parcel of real property located in the U.S. owned by any Loan Party. (b) Each The Borrower and each Subsidiary that is a Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each of its domestic Restricted Domestic Subsidiaries (other than a Disregarded Domestic Subsidiary) and (ii) 65% of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each foreign Restricted Subsidiary and Disregarded Domestic Foreign Subsidiary directly owned by the Borrower or any domestic Restricted Subsidiary that is not a Disregarded Domestic Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent for the benefit of the Administrative Agent and the Lenders, pursuant to the terms and conditions of the Loan Documents or other security documents as the Administrative Agent shall reasonably request. Notwithstanding the foregoing, at any time after an Event of Default has occurred and is continuing, each Loan Party will, upon the request of the Administrative Agent, cause each foreign Subsidiary to become a Loan Party and a Loan Guarantor and to grant Liens to the Administrative Agent on its assets and have the balance of its stock pledged to the Administrative Agent. (c) The Borrower will cause Holdings to pledge and grant a first priority, perfected Lien in favor of the Administrative Agent in 100% of the issued and outstanding Equity Interests of the Borrower. (d) Without limiting the foregoing, each Loan Party will, and will cause each Restricted Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law any Requirement of Law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all in form and substance reasonably satisfactory to the Administrative Agent and all at the expense of the Loan Parties. Nothing in this Section 5.12 shall require, and the Loan Documents shall not contain any requirements as to, the creation or perfection of pledges of or security interests in, or the obtaining of title insurance, surveys, abstracts or appraisals or taking other actions with respect to any Excluded Property. (ed) If any material assets (including any real property or improvements thereto having a fair market value in excess of $1,000,000 or any interest therein) are acquired by the Borrower or any Subsidiary that is a Loan Party after the Effective Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien in favor of under the Security Agreement upon acquisition thereof), the Borrower will (i) notify the Administrative Agent and the Lenders thereof, thereof and, if requested by the Administrative Agent or the Required Lenders, cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) take, and cause each applicable Subsidiary that is a Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of the Loan Parties. (f) Notwithstanding any other provision to the contrary, nothing in this Section 5.12 shall require, and the Loan Documents shall not contain any requirements as to, the creation or perfection of pledges of or security interests in any Excluded Property. (g) No actions shall be required to create any security interests in any assets or to perfect such security interests other than in the United States (it being understood that there shall be no security agreement or pledge agreement governed under the Laws of any non-U.S. jurisdiction).

Additional Collateral; Further Assurances. Within thirty (30) days (or such longer period acceptable to the acceptable to the Administrative Agent) after the occurrence of such event specified below or any Subsidiary becomes a Loan Party (by the operation of the definition of Immaterial Subsidiaries, by acquisition, creation or otherwise): (a) Subject to applicable Requirements of Law, each Loan Party (including any new Loan Party by operation of the definition of Immaterial Subsidiaries) will cause each of its domestic Restricted Domestic Subsidiaries (other than any Excluded Subsidiary) that are not Immaterial Subsidiaries formed or acquired after the date of this Agreement to become a Loan Party by executing a Joinder Agreement in substantially the form of Exhibit E. Agreement. Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the Administrative Agent, for the benefit of the Administrative Agent and the Lendersother Secured Parties, in any property of such Loan Party which constitutes Collateral, including any parcel of real property located in the U.S. owned by any Loan Party. (b) Each Loan Party (including any new Loan Party by operation of the definition of Immaterial Subsidiaries) will cause (i) 100% of the issued and outstanding Equity Interests of each of its domestic Restricted Domestic Subsidiaries (other than a Disregarded Domestic Subsidiary) and (ii) 65% of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each foreign Restricted Subsidiary and Disregarded Domestic Foreign Subsidiary directly owned by the Borrower or any domestic Restricted Subsidiary that is not a Disregarded Domestic Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent for the benefit of the Administrative Agent and the Lendersother Secured Parties, pursuant to the terms and conditions of the Loan Documents or other security documents as the Administrative Agent shall reasonably request. (c) The Borrower will cause Holdings to pledge and grant a first priority, perfected Lien in favor of the Administrative Agent in 100% of the issued and outstanding Equity Interests of the Borrower. (d) Without limiting the foregoing, each Loan Party willwill (including any new Loan Party by operation of the definition of Immaterial Subsidiaries), and will cause each Restricted Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law any Requirement of Law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Loan Parties. Nothing in this Section 5.12 shall requireCredit Agreement, and the Loan Documents shall not contain any requirements as to, the creation or perfection of pledges of or security interests in, or the obtaining of title insurance, surveys, abstracts or appraisals or taking other actions with respect to any Excluded Property.Page 67 (ed) If any material assets (including any real property or improvements thereto thereto, or any interest therein, having a fair market value in excess of $1,000,000 or any interest therein500,000 per asset, but including all acquired assets after $2,000,000 in the aggregate of assets less than $500,000 each are acquired over the term of this Agreement) are acquired by any Loan Party after the Effective Date (other than including any new Loan Party by operation of the definition of Immaterial Subsidiaries, and excluding assets constituting Collateral under the Security Agreement that become subject to the Lien in favor of under the Security Agreement upon acquisition thereof), the Borrower will (i) notify the Administrative Agent and the Lenders thereof, and, if requested by the Administrative Agent or the Required Lenders, cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) take, and cause each applicable Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of the Loan Parties. (f) Notwithstanding any other provision to the contrary, nothing in this Section 5.12 shall require, and the Loan Documents shall not contain any requirements as to, the creation or perfection of pledges of or security interests in any Excluded Property. (g) No actions shall be required to create any security interests in any assets or to perfect such security interests other than in the United States (it being understood that there shall be no security agreement or pledge agreement governed under the Laws of any non-U.S. jurisdiction).

Additional Collateral; Further Assurances. (a) Subject to applicable Requirements of LawThe Borrower will, each Loan Party and Anixter will and will cause each of its domestic Restricted Subsidiaries (other than any Excluded Subsidiary) formed or acquired after the date of this Agreement to become a Loan Party by executing a Joinder Agreement in substantially the form of Exhibit E. Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the Administrative Agent, for the benefit of the Administrative Agent and the Lenders, in any property of such Loan Party which constitutes Collateral. (b) Each Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each of its domestic Restricted Subsidiaries (other than a Disregarded Domestic Subsidiary) and (ii) 65% of the issued and outstanding Equity Interests entitled to vote and 100% of the issued and outstanding Equity Interests not entitled to vote in each foreign Restricted Subsidiary and Disregarded Domestic Subsidiary directly owned by the Borrower or any domestic Restricted Subsidiary that is not a Disregarded Domestic Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent for the benefit of the Administrative Agent and the Lenders, pursuant to the terms and conditions of the Loan Documents or other security documents as the Administrative Agent shall reasonably request. (c) The Borrower will cause Holdings to pledge and grant a first priority, perfected Lien in favor of the Administrative Agent in 100% of the issued and outstanding Equity Interests of the Borrower. (d) Without limiting the foregoing, each Loan Party will, and will cause each Restricted Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust statements and other documents and such other actions or deliveries of the type required by Section 4.015.01, as applicable), which may be required by law any Requirement of Law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all in form and substance reasonably satisfactory to the Administrative Agent and all at the expense of the Loan Parties. Nothing in this Section 5.12 shall require, and the Loan Documents shall not contain any requirements as to, the creation or perfection of pledges of or security interests in, or the obtaining of title insurance, surveys, abstracts or appraisals or taking other actions with respect to any Excluded PropertyBorrower. (eb) If any material assets (including any real property or improvements thereto having a fair market value in excess of $1,000,000 or any interest therein) are acquired by any Loan Party the Borrower after the Effective Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien in favor of under the Security Agreement upon acquisition thereofhereof), the Borrower will (i) notify the Administrative Agent and the Lenders thereof, and, if requested by the Administrative Agent or the Required Lenders, cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) take, and cause each applicable Loan Party Person to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in paragraph all at the sole expense of the Borrower. (c) At any time during any Cash Dominion Trigger Period, the Administrative Agent may, or the Administrative Agent may direct the Borrower or the Servicer to, notify the Obligors of this Sectionthe Receivables, all at the expense Borrower’s expense, of the Loan Parties. security interests of the Administrative Agent (fon behalf of the Lenders) Notwithstanding under this Agreement and may also direct that payments of all amounts due or that become due under any other provision or all Receivables be made directly to the contraryAdministrative Agent or its designee. The Borrower or the Servicer (as applicable) shall, nothing in this Section 5.12 shall requireat any Lender’s request, and withhold the Loan Documents shall not contain any requirements as to, the creation or perfection identity of pledges of or security interests such Lender in any Excluded Propertysuch notification. (g) No actions shall be required to create any security interests in any assets or to perfect such security interests other than in the United States (it being understood that there shall be no security agreement or pledge agreement governed under the Laws of any non-U.S. jurisdiction).

Additional Collateral; Further Assurances. (a) Subject to applicable Requirements of Law, The Borrower and each Subsidiary that is a Loan Party will shall cause each of its domestic Restricted Domestic Subsidiaries (other than any Excluded Subsidiary) formed or acquired after the date Effective Date in accordance with the terms of this Agreement to become a Loan Party by executing a the Joinder Agreement set forth as Exhibit E hereto (the “Joinder Agreement”) within thirty (30) days (or such later date as may be agreed upon by the Administrative Agent) of such formation, acquisition or qualification, such Joinder Agreement to be accompanied by appropriate corporate resolutions, other corporate organizational and authorization documentation and legal opinions in substantially form and substance reasonably satisfactory to the form of Exhibit E. Administrative Agent. Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the Administrative Agent, for the benefit of the Administrative Agent and the LendersSecured Parties, in any property of such Loan Party which constitutes Collateral, including any parcel of real property located in the U.S. owned by any Loan Party. (b) Each Without limiting the generality of the foregoing, the Borrower and each Subsidiary that is a Loan Party will cause (i) 100% the Applicable Pledge Percentage of the issued and outstanding Equity Interests of each of its domestic Restricted Subsidiaries (other than a Disregarded Domestic Subsidiary) and (ii) 65% of the issued and outstanding Equity Interests entitled to vote and 100% of the issued and outstanding Equity Interests not entitled to vote in each foreign Restricted Subsidiary and Disregarded Domestic Pledge Subsidiary directly owned by the Borrower or any domestic Restricted Subsidiary that is not a Disregarded Domestic Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent for the benefit of the Administrative Agent and Secured Parties, to secure the Lenders, pursuant to Secured Obligations in accordance with the terms and conditions of the Loan Collateral Documents or such other security documents as the Administrative Agent shall reasonably request. Notwithstanding the foregoing, no such pledge agreement in respect of the Equity Interests of a Foreign Subsidiary shall be required hereunder (i) until July 9, 2010 (or such later date as may be agreed upon by the Administrative Agent) and (ii) to the extent the Administrative Agent or its counsel determines that, in light of the cost and expense associated therewith, such pledge would not provide material credit support for the benefit of the Secured Parties pursuant to legally valid, binding and enforceable pledge agreements. (c) The Borrower will cause Holdings to pledge and grant a first priority, perfected Lien in favor of the Administrative Agent in 100% of the issued and outstanding Equity Interests of the Borrower. (d) Without limiting the foregoing, each Loan Party will, and will cause each Restricted Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instrumentsinstruments (including, without limitation, deposit account control agreements and securities account control agreements), and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust statements and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all in form and substance reasonably satisfactory to the Administrative Agent and all at the expense of the Loan Parties. Nothing in this Section 5.12 shall require, and the Loan Documents shall not contain any requirements as to, the creation or perfection of pledges of or security interests in, or the obtaining of title insurance, surveys, abstracts or appraisals or taking other actions with respect to any Excluded Property. (ed) If any material assets (including any real property or improvements thereto having a fair market value in excess of $1,000,000 or any interest therein) are acquired by the Borrower or any Subsidiary that is a Loan Party after the Effective Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien in favor of the Security Agreement Administrative Agent upon acquisition thereof), the Borrower will (i) notify the Administrative Agent and the Lenders thereof, and, if requested by the Administrative Agent or the Required Lenders, the Borrower will cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) will take, and cause each applicable the Subsidiary Loan Party Parties to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of the Loan Parties. (f) Notwithstanding any other provision to the contrary, nothing in this Section 5.12 shall require, and the Loan Documents shall not contain any requirements as to, the creation or perfection of pledges of or security interests in any Excluded Property. (g) No actions shall be required to create any security interests in any assets or to perfect such security interests other than in the United States (it being understood that there shall be no security agreement or pledge agreement governed under the Laws of any non-U.S. jurisdiction).

Additional Collateral; Further Assurances. (a) Subject to applicable Requirements of Lawlaw, the Borrowers and each Subsidiary that is a Loan Party will shall cause each of its domestic Restricted US Subsidiaries (other than any Excluded Subsidiary) or Canadian Subsidiaries formed or acquired after the date of this Agreement in accordance with the terms of this Agreement to become a Loan Party by executing a the Joinder Agreement in substantially set forth as EXHIBIT F hereto (the form of Exhibit E. "JOINDER AGREEMENT"). Upon execution and delivery thereof, each such Person (i) shall automatically become (x) with respect to a NewCo which is a US Subsidiary (or any other US Subsidiary which is wholly owned by a US Borrower and approved by the Administrative Agent to become a US Borrower in the Administrative Agent's Permitted Discretion), a US Borrower, (y) with respect to a NewCo which is a Canadian Subsidiary (or any other wholly owned Canadian Subsidiary approved by the Administrative Agent to become a Canadian Borrower in the Administrative Agent's Permitted Discretion), a Canadian Borrower, or (z) with respect to any other Person, a Loan Guarantor hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the Administrative AgentUS Collateral Agent or the Canadian Collateral Agent (as applicable), for the benefit of the Administrative Agent Agents, the Lenders, the Export-Related Lender and the LendersOther Secured Parties, in any property of such Loan Party which constitutes Collateral, including any parcel of Real Property located in the U.S. or Canada and owned by any Loan Party. (b) Each The US Borrowers and each of their US Subsidiaries that is a Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of in each of its domestic Restricted US Subsidiaries (other than a Disregarded Domestic Subsidiary) and (ii) 65% (or such greater percentage that, due to a change in applicable law after the date hereof, (A) could not reasonably be expected to cause the undistributed earnings of such foreign Subsidiary as determined for U.S. federal income tax purposes to be treated as a deemed dividend to such foreign Subsidiary's U.S. parent and (B) could not reasonably be expected to cause any material adverse tax consequences) of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1. 956-2(c)(2)) in each foreign Restricted Subsidiary and Disregarded Domestic Subsidiary directly owned by the any US Borrower or any domestic Restricted Subsidiary that is not a Disregarded Domestic US Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Administrative US Collateral Agent for the benefit of the Administrative Agent and the Lenders, pursuant to the terms and conditions of the Loan Documents or other security documents as the Administrative US Collateral Agent shall reasonably request. (c) . The Borrower Canadian Borrowers and each of their Canadian Subsidiaries that is a Loan Party will cause Holdings 100% of the issued and outstanding Equity Interests in each of its Canadian Subsidiaries to pledge and grant be subject at all times to a first priority, perfected Lien in favor of the Canadian Collateral Agent pursuant to the terms and conditions of the Loan Documents or other security documents as the Canadian Collateral Agent shall reasonably request. Notwithstanding the foregoing, the Administrative Agent and the Canadian Administrative Agent recognize that the Borrowers do not plan to acquire all of the outstanding Equity Interests in 100% the NewCo which will acquire all or substantially all of the Property of Project Caviar in connection with the Project Caviar Acquisition, and solely with respect to the Project Caviar Acquisition, the Borrowers shall only be required to pledge all of the issued and outstanding Equity Interests acquired by them or their Subsidiaries in connection with the Project Caviar Acquisition; provided, that such Equity Interests may in no event be less than 75% of all Equity Interests in such NewCo and provided further that such NewCo shall grant liens to the US Collateral Agent or the Canadian Collateral Agent (as applicable), for the benefit of the BorrowerAgents, the Lenders, the Export-Related Lender and the Other Secured Parties, in any Property of such NewCo which constitutes Collateral, including any parcel of Real Property located in the U.S. or Canada and owned by such NewCo. (dc) Without limiting the foregoing, each Loan Party will, and will cause each Restricted Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Administrative US Collateral Agent or the Canadian Collateral Agent (as applicable) such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.014.1, as applicable), which may be required by law or which US Collateral Agent or the Administrative Canadian Collateral Agent (as applicable) may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Loan Parties. Nothing in this Section 5.12 shall requireNotwithstanding the foregoing, at any time after an Event of Default has occurred, each Loan Party will, upon the request of the Administrative Agent, cause each foreign Subsidiary to become a Loan Party and a Loan Guarantor and to grant Liens to the Loan Documents shall not contain any requirements as to, the creation or perfection of pledges of or security interests in, US Collateral Agent or the obtaining Canadian Collateral Agent (as applicable) on its assets and have the balance of title insurance, surveys, abstracts its Equity Interests pledged to the US Collateral Agent or appraisals or taking other actions with respect to any Excluded Propertythe Canadian Collateral Agent (as applicable). (ed) If any material assets (including any real property Real Property or improvements thereto having a fair market value in excess of $1,000,000 or any interest therein) are acquired by the Borrowers or any Subsidiary that is a Loan Party after the Effective Date (other than assets constituting Collateral under the Security Agreement Agreements that become subject to the Lien in favor of the Security Agreement Agreements upon acquisition thereof), the applicable Borrower Representative will (i) notify the Administrative Agent, the Canadian Administrative Agent and the Lenders thereof, and, if requested by the Administrative Agent, the Canadian Administrative Agent or the Required Lenders, the Borrowers will cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) will take, and cause each applicable the Subsidiary Loan Party Parties to take, such actions as shall be necessary or reasonably requested by the Administrative US Collateral Agent or the Canadian Collateral Agent (as applicable) to grant and perfect such Liens, including actions described in paragraph (c) of this SectionSection 5.14(c), all at the expense of the Loan Parties. (f) Notwithstanding any other provision to the contrary, nothing in this Section 5.12 shall require, and the Loan Documents shall not contain any requirements as to, the creation or perfection of pledges of or security interests in any Excluded Property. (g) No actions shall be required to create any security interests in any assets or to perfect such security interests other than in the United States (it being understood that there shall be no security agreement or pledge agreement governed under the Laws of any non-U.S. jurisdiction).

Additional Collateral; Further Assurances. (a) Subject to applicable Requirements of Lawlaw, the Borrower and each Loan Party will Subsidiary Guarantor shall cause each of its domestic Restricted Subsidiaries (other than any Excluded Subsidiary) formed or acquired after the date of this Agreement Effective Date to become a Loan Party by executing a Joinder Agreement in substantially the form of Exhibit E. E (each, a “Joinder Agreement”). Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Subsidiary Guarantor hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the Administrative Collateral Agent, for the benefit of the Administrative Agent and the LendersSecured Parties, in any property of such Loan Party Subsidiary Guarantor which constitutes Collateral, including any parcel of real property located in the U.S. and owned by such Subsidiary Guarantor. (b) Each Loan Party The Borrower and each Subsidiary Guarantor will cause (i) 100% of the issued and outstanding Equity Interests of each of its domestic Restricted Subsidiaries (other than a Disregarded Domestic Subsidiary) and (ii) 65% of the issued and outstanding Equity Interests entitled to vote and 100% of the issued and outstanding Equity Interests not entitled to vote in each foreign Restricted Subsidiary and Disregarded Domestic Subsidiary directly owned by the Borrower or any domestic Restricted Subsidiary that is not a Disregarded Domestic Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Administrative Collateral Agent for the benefit of the Administrative Agent and the Lenders, pursuant to the terms and conditions of the Loan Documents or other security documents as the Administrative Agent shall reasonably requestDocuments. (c) The Borrower will cause Holdings to pledge and grant a first priority, perfected Lien in favor of the Administrative Agent in 100% of the issued and outstanding Equity Interests of the Borrower. (d) Without limiting the foregoing, each Loan Party will, and will cause each Restricted Subsidiary of its Subsidiaries formed or acquired after the Effective Date to, execute and deliver, or cause to be executed and delivered, to the Administrative Collateral Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.013.01, as applicable), which may be required by law or which the Administrative Collateral Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Loan Parties. Nothing Anything contained in this Section 5.12 shall require, and Agreement or any of the other Loan Documents to the contrary notwithstanding, no Excluded Subsidiary Guarantor shall not contain be required to execute a Joinder Agreement (as defined in the Security Agreement) or otherwise grant the Collateral Agent Liens on any requirements as to, the creation of its real or perfection of pledges of or security interests in, or the obtaining of title insurance, surveys, abstracts or appraisals or taking other actions with respect to any Excluded Propertypersonal property. (ed) If any material assets (including any real property or improvements thereto having a fair market value in excess of $1,000,000 or any interest therein) are acquired by the Borrower or any Loan Party Subsidiary Guarantor (other than an Excluded Subsidiary Guarantor) after the Effective Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien in favor of the Security Agreement Collateral Agent upon the acquisition thereof), the Borrower will (i) notify the Administrative Collateral Agent and the Lenders thereof, and, if requested by the Administrative Collateral Agent or the Required Lenders, the Borrower will cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) will take, and cause each applicable Loan Party the Subsidiary Guarantors to take, such actions as shall be necessary or reasonably requested by the Administrative Collateral Agent to grant and perfect such Liens, including actions described in paragraph (c) of this SectionSection 5.13(c), all at the expense of the Loan Parties. (fe) Notwithstanding any other provision Promptly upon request by the Collateral Agent or the Required Lenders, the Borrower will take such actions as shall be necessary or reasonably requested by the Collateral Agent to increase the “maximum principal indebtedness” referred to in the Mortgage encumbering the Borrower’s Mortgaged Property located in Niagara County New York to an amount requested by the Collateral Agent, not to exceed $22,000,000, including without limitation, executing and delivering an amendment to such Mortgage in form and substance satisfactory to the contraryCollateral Agent together with any affidavits, nothing agreements or other documents reasonably requested by Collateral Agent in this Section 5.12 shall requireconnection therewith and paying or causing to be paid any mortgage recording tax or other similar taxes and fees applicable in respect of such increase in such jurisdiction, and all at the expense of the Loan Documents shall not contain any requirements as to, the creation or perfection of pledges of or security interests in any Excluded PropertyParties. (g) No actions shall be required to create any security interests in any assets or to perfect such security interests other than in the United States (it being understood that there shall be no security agreement or pledge agreement governed under the Laws of any non-U.S. jurisdiction).

Additional Collateral; Further Assurances. (a) Subject to applicable Requirements Requirement of Law, each Loan Party will cause each of its domestic Restricted Subsidiaries (other than any Excluded Subsidiary) Subsidiary formed or acquired after the date of this Agreement to become a Loan Party by executing a Joinder Agreement Agreement; provided, however, that no Foreign Subsidiary (or any Subsidiary thereof) shall be required to become a Loan Party hereunder to the extent doing so could reasonably be expected to result in substantially material adverse tax consequences to the form of Exhibit E. Loan Parties. Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor hereunder and thereupon shall have all of the rights, benefits, duties, duties and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the Administrative Agent, for the benefit of the Administrative Agent and the Lendersother Secured Parties, in any property of such Loan Party which constitutes Collateral. (b) Each Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each of its domestic Restricted directly-owned Domestic Subsidiaries (other than a Disregarded Domestic Subsidiary) and (ii) 65% (or such greater percentage that could not reasonably be expected to cause any material adverse tax consequences to the Loan Parties) of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each foreign Restricted Subsidiary and Disregarded Domestic Subsidiary directly directly-owned by the Borrower or any domestic Restricted Subsidiary that is not a Disregarded Domestic Foreign Subsidiary to to, in each case, be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent Agent, for the benefit of the Administrative Agent and the Lendersother Secured Parties, pursuant to the terms and conditions of the Loan Documents or other security documents as the Administrative Agent shall reasonably request. (c) The Borrower will cause Holdings to pledge and grant a first priority, perfected Lien in favor of the Administrative Agent in 100% of the issued and outstanding Equity Interests of the Borrower. (d) Without limiting the foregoing, each Loan Party will, and will cause each Restricted Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust statements and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law any Requirement of Law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all in form and substance reasonably satisfactory to the Administrative Agent and all at the expense of the Loan Parties. Nothing in this Section 5.12 shall require, and the Loan Documents shall not contain any requirements as to, the creation or perfection of pledges of or security interests in, or the obtaining of title insurance, surveys, abstracts or appraisals or taking other actions with respect to any Excluded Property. (ed) If any material assets (including any real property or improvements thereto having a fair market value in excess of $1,000,000 or any interest therein) constituting Collateral are acquired by any Loan Party after the Effective Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien in favor of under the Security Agreement upon acquisition thereof), the Borrower Representative will (i) notify the Administrative Agent and the Lenders thereof, thereof and, if requested by the Administrative Agent or the Required Lenders, cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) take, and cause each applicable Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of the Loan Parties. (f) Notwithstanding any other provision to the contrary, nothing in this Section 5.12 shall require, and the Loan Documents shall not contain any requirements as to, the creation or perfection of pledges of or security interests in any Excluded Property. (g) No actions shall be required to create any security interests in any assets or to perfect such security interests other than in the United States (it being understood that there shall be no security agreement or pledge agreement governed under the Laws of any non-U.S. jurisdiction).

Additional Collateral; Further Assurances. (a) Subject to applicable Requirements of Lawlaw, each Loan Party will and each Subsidiary that is a Loan Party shall cause each of its domestic Restricted Domestic Subsidiaries (other than any Excluded Subsidiary) formed or acquired after the date Effective Date (except for Permitted J/Vs) in accordance with the terms of this Agreement to become a Loan Party by executing a the Joinder Agreement set forth as Exhibit D hereto (the “Joinder Agreement”) within five (5) Business Days of the creation or acquisition thereof (or such longer period of time agreed to in substantially writing by the form of Exhibit E. Administrative Agent in its sole and absolute discretion). Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the Administrative Agent, for the benefit of the Administrative Agent and the Lenders, in any property of such Loan Party which constitutes Collateral, including any parcel of owned real property located in the U.S. owned by any Loan Party. (b) Each Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each of its domestic Restricted Domestic Subsidiaries (other than a Disregarded Domestic the Equity Interest of any Permitted J/Vs not owned by any other Loan Party or Subsidiary) and (ii) 65% of the issued and outstanding Equity Interests entitled to vote and 100% of the issued and outstanding Equity Interests not entitled to vote in each foreign Restricted Subsidiary and Disregarded Domestic Subsidiary directly owned by the Borrower or any domestic Restricted Subsidiary that is not a Disregarded Domestic Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent for pursuant to the benefit terms and conditions of the Loan Documents or other security documents as the Administrative Agent shall reasonably request. Each Loan Party will cause 65% of the issued and outstanding Equity Interests of each of its Foreign Subsidiaries (other than the Equity Interest of any Permitted J/Vs not owned by any other Loan Party or Subsidiary) to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent and the Lenders, pursuant to the terms and conditions of the Loan Documents or other security documents as the Administrative Agent shall reasonably request. (c) The Borrower will cause Holdings to pledge and grant a first priority, perfected Lien in favor of the Administrative Agent in 100% of the issued and outstanding Equity Interests of the Borrower. (d) Without limiting the foregoing, each Loan Party will, and will cause each Restricted Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, fee property mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Loan Parties. Nothing For the avoidance of doubt, no Loan Party shall have any obligation to deliver any mortgages in this Section 5.12 shall require, and the Loan Documents shall not contain respect of any requirements as to, the creation or perfection of pledges of or security leasehold interests in, or the obtaining of title insurance, surveys, abstracts or appraisals or taking other actions with respect to any Excluded Propertyin real property. (ed) If Subject to the second sentence of clause (b) above and the final sentence of clause (c) above, if any material assets (including any fee real property or improvements thereto having a fair market value in excess of $1,000,000 or any interest therein) are acquired by any Loan Party after the Effective Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien in favor of the Security Agreement upon acquisition thereof), the Borrower will (i) notify the Administrative Agent and the Lenders thereof, and, if requested by the Administrative Agent or the Required Lenders, cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) will take, and cause each applicable Subsidiary that is a Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of the Loan Parties. (f) Notwithstanding any other provision to the contrary, nothing in this Section 5.12 shall require, and the Loan Documents shall not contain any requirements as to, the creation or perfection of pledges of or security interests in any Excluded Property. (g) No actions shall be required to create any security interests in any assets or to perfect such security interests other than in the United States (it being understood that there shall be no security agreement or pledge agreement governed under the Laws of any non-U.S. jurisdiction).

Additional Collateral; Further Assurances. (a) Subject The Borrower shall at all times remain party to applicable Requirements of Lawthe Security Agreement. Quiksilver shall, each Loan Party will and shall cause each of its domestic Restricted Material Domestic Subsidiaries (other than any Excluded Subsidiarythe Borrower) and each of the Additional Domestic Guarantors to, at all times (1) guarantee payment and performance of the Guaranteed Obligations pursuant to the Guarantee and (2) be party to the Security Agreement. Subject to the last sentence of Section 5.14(c) below, Quiksilver shall cause each Material Domestic Subsidiary formed or acquired after the date Closing Date in accordance with the terms of this Agreement to become a Loan Party by executing a Joinder Agreement in substantially the form of Exhibit E. Upon execution (1) guarantee payment and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor hereunder and thereupon shall have all performance of the rights, benefits, duties, and obligations in such capacity under Guaranteed Obligations pursuant to the Loan Documents Guarantee and (ii2) will grant Liens become party to the Administrative Agent, for the benefit of the Administrative Agent and the Lenders, in any property of such Loan Party which constitutes CollateralSecurity Agreement. (b) Each Loan Party will Quiksilver shall cause (i) 100% of the issued and outstanding Equity Interests Capital Stock of each of its domestic Restricted Material Domestic Subsidiaries (other than a Disregarded and of each of the Additional Domestic Subsidiary) Guarantors and (ii) Section 1. 956-2(c)(2)) 65% of the issued and outstanding Equity Interests entitled to vote and 100% of the issued and outstanding Equity Interests Capital Stock not entitled to vote (within the meaning of Treas. Reg. Section 1. 956-2(c)(2)) in each foreign Restricted Subsidiary and Disregarded Domestic Material Foreign Subsidiary directly owned by the Borrower Quiksilver or any domestic Restricted Subsidiary that is not a Disregarded Domestic Subsidiary Subsidiary, in each case to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent for the benefit of the Administrative Agent and the Lenders, pursuant to the terms and conditions of the Loan Documents or other security documents as the Administrative Agent shall reasonably request; provided, that, notwithstanding the foregoing, neither Quiksilver nor the Borrower shall be required to pledge any Capital Stock of the Target or the Holding Company unless the Holding Company and/or the Target, as applicable, remains a first-tier Material Foreign Subsidiary on the date which is ninety (90) days following the completion of the Tender Offer. (c) The Borrower will cause Holdings to pledge and grant a first priority, perfected Lien in favor of the Administrative Agent in 100% of the issued and outstanding Equity Interests of the Borrower. (d) Without limiting the foregoing, Quiksilver shall, and shall cause each of the Domestic Subsidiaries which is required to become a Loan Party will, and will cause each Restricted Subsidiary pursuant to the terms of this Agreement to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements documents and instrumentsagreements, and will shall take or cause to be taken such further actions (including as the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority Documents. Following the completion of the Liens created or intended Tender Offer, Quiksilver shall, and shall cause each of its Subsidiaries to, use commercially reasonable efforts to be created by the Collateral Documents, all at the expense have each of the Loan Parties. Nothing in this Section 5.12 shall require, Material Domestic Subsidiaries (to the extent that such Material Domestic Subsidiaries are also Subsidiaries of the Target) promptly become party to both the Guarantee and the Loan Documents shall not contain any requirements as to, the creation or perfection of pledges of or security interests in, or the obtaining of title insurance, surveys, abstracts or appraisals or taking other actions with respect to any Excluded PropertySecurity Agreement. (e) If any material assets (including any real property or improvements thereto having a fair market value in excess of $1,000,000 or any interest therein) are acquired by any Loan Party after the Effective Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien in favor of the Security Agreement upon acquisition thereof), the Borrower will (i) notify the Administrative Agent and the Lenders thereof, and, if requested by the Administrative Agent or the Required Lenders, cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) take, and cause each applicable Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of the Loan Parties. (f) Notwithstanding any other provision to the contrary, nothing in this Section 5.12 shall require, and the Loan Documents shall not contain any requirements as to, the creation or perfection of pledges of or security interests in any Excluded Property. (g) No actions shall be required to create any security interests in any assets or to perfect such security interests other than in the United States (it being understood that there shall be no security agreement or pledge agreement governed under the Laws of any non-U.S. jurisdiction).

Additional Collateral; Further Assurances. (a) Subject to applicable Requirements Requirement of Law, each Loan Party will cause each of its domestic Restricted Domestic Subsidiaries (other than any Excluded Subsidiary) formed or acquired after the date of this Agreement AgreementEffective Date to become a Loan Party by executing a Joinder Agreement in substantially Agreement. In connection therewith, the form of Exhibit E. Administrative Agent shall have received all documentation and other information regarding such newly formed or acquired Subsidiaries as may be required to comply with the applicable “know your customer” rules and regulations, including the USA Patriot Act. Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the Administrative Agent, for the benefit of the Administrative Agent and the Lendersother Secured Parties, in any property of such Loan Party which constitutes Collateral, including any parcel of real property located in the U.S. owned by any Loan Party. (b) Each Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each of its domestic Restricted Domestic Subsidiaries (other than a Disregarded Domestic Subsidiary) and (ii) 65% of the issued and outstanding Equity Interests entitled to vote and 100% of the issued and outstanding Equity Interests not entitled to vote in each foreign Restricted Subsidiary and Disregarded Domestic Foreign Subsidiary directly owned by the Borrower or any domestic Restricted Subsidiary that is not a Disregarded Domestic Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent for the benefit of the Administrative Agent and the Lendersother Secured Parties, pursuant to the terms and conditions of the Loan Documents or other security documents as the Administrative Agent shall reasonably request. Notwithstanding the foregoing, no such pledge agreement in respect of the Equity Interests of a Foreign Subsidiary shall be required hereunder to the extent the Administrative Agent or its counsel determines that such pledge would not provide material credit support for the benefit of the Secured Parties pursuant to legally valid, binding and enforceable pledge agreements. (c) The Borrower will cause Holdings to pledge and grant a first priority, perfected Lien in favor of the Administrative Agent in 100% of the issued and outstanding Equity Interests of the Borrower. (d) Without limiting the foregoing, each Loan Party will, and will cause each Restricted Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law any Requirement of Law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all in form and substance reasonably satisfactory to the Administrative Agent and all at the expense of the Loan Parties. Nothing in this Section 5.12 shall require, and the Loan Documents shall not contain any requirements as to, the creation or perfection of pledges of or security interests in, or the obtaining of title insurance, surveys, abstracts or appraisals or taking other actions with respect to any Excluded Property. (ed) If any material assets (including any real property or improvements thereto having a fair market value in excess of $1,000,000 or any interest therein) are acquired by any Loan Party after the Effective Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien in favor of under the Security Agreement upon acquisition thereof), the Borrower will (i) notify the Administrative Agent and the Lenders thereof, and, if requested by the Administrative Agent or the Required Lenders, cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) take, and cause each applicable Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of the Loan Parties. ; provided that the Administrative Agent may (fbut shall not be obligated to) Notwithstanding any other provision determine in its sole and reasonable discretion that the cost to the contraryLoan Parties of granting and perfecting any such Lien is disproportionate to the benefit to be realized by the Administrative Agent, nothing the Lenders and the other Secured Parties by perfecting a Lien in a given asset or group of assets included in the Collateral and, in such case, the Administrative Agent shall be permitted to, without the consent of the Lenders or Required Lenders, waive the requirement of perfection set forth in this Section 5.12 shall require, and the Loan Documents shall not contain any requirements as to, the creation or perfection of pledges of or security interests in any Excluded Property5.14. (g) No actions shall be required to create any security interests in any assets or to perfect such security interests other than in the United States (it being understood that there shall be no security agreement or pledge agreement governed under the Laws of any non-U.S. jurisdiction).

Additional Collateral; Further Assurances. (a) Subject to applicable Requirements of Lawlaw, each Loan Party will shall cause each of its domestic Restricted Subsidiaries (other than any Excluded Subsidiary) formed or acquired after the date of this Agreement in accordance with the terms of this Agreement to become a Loan Party by executing a the Joinder Agreement in substantially set forth as Exhibit E hereto (the form of Exhibit E. “Joinder Agreement”). Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the Administrative Agent, for the benefit of the Administrative Agent and the Lenders, in any property of such Loan Party which constitutes Collateral, including any parcel of real property located in the U.S. owned by any Loan Party. (b) Each Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each of its domestic Restricted Subsidiaries (other than a Disregarded Domestic Subsidiary) and (ii) 65% of the issued and outstanding Equity Interests entitled to vote and 100% of the issued and outstanding Equity Interests not entitled to vote in each foreign Restricted Subsidiary and Disregarded Domestic Subsidiary directly owned by the Borrower or any domestic Restricted Subsidiary that is not a Disregarded Domestic Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent for the benefit of the Administrative Agent and the Lenders, pursuant to the terms and conditions of the Loan Documents or other security documents as the Administrative Agent shall reasonably request. (c) The Borrower will cause Holdings to pledge and grant a first priority, perfected Lien in favor of the Administrative Agent in 100% of the issued and outstanding Equity Interests of the Borrower. (d) Without limiting the foregoing, each Loan Party will, and will cause each Restricted Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Loan Parties. Nothing in this Section 5.12 shall require, and the Loan Documents shall not contain any requirements as to, the creation or perfection of pledges of or security interests in, or the obtaining of title insurance, surveys, abstracts or appraisals or taking other actions with respect to any Excluded Property. (ed) If any material assets (including any real property or improvements thereto having a fair market value in excess of $1,000,000 or any interest therein) are acquired by any Loan Party after the Effective Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien in favor of the Security Agreement upon acquisition thereof), the Borrower will (i) notify the Administrative Agent and the Lenders thereof, and, if requested by the Administrative Agent or the Required Lenders, the Borrower will cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) will take, and cause each applicable the Loan Party Parties to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of the Loan Parties. (f) Notwithstanding any other provision to the contrary, nothing in this Section 5.12 shall require, and the Loan Documents shall not contain any requirements as to, the creation or perfection of pledges of or security interests in any Excluded Property. (g) No actions shall be required to create any security interests in any assets or to perfect such security interests other than in the United States (it being understood that there shall be no security agreement or pledge agreement governed under the Laws of any non-U.S. jurisdiction).

Additional Collateral; Further Assurances. (a) Subject to applicable Requirements of Law, each Loan Party will cause each of its domestic Restricted Domestic Subsidiaries (other than any Excluded Subsidiary) formed or acquired after the date of this Agreement to become a Loan Party by executing a Joinder Agreement in substantially the form of Exhibit E. Agreement. Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the Administrative Agent, for the benefit of the Administrative Agent and the Lendersother Secured Parties, in any property of such Loan Party which constitutes Collateral, including any parcel of real property located in the U.S. owned by any Loan Party. (b) Each Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each of its domestic Restricted Domestic Subsidiaries (other than a Disregarded Domestic SubsidiaryForeign Holdcos) and (ii) 65% of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each foreign Restricted Foreign Subsidiary and Disregarded Domestic Subsidiary Foreign Holdco directly owned by the a Borrower or any domestic Restricted Subsidiary that is not a Disregarded Domestic Subsidiary (other than any Foreign Holdco) to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent for the benefit of the Administrative Agent and the Lendersother Secured Parties, pursuant to the terms and conditions of the Loan Documents or other security documents as the Administrative Agent shall reasonably request. (c) The Borrower will cause Holdings to pledge and grant a first priority, perfected Lien in favor of the Administrative Agent in 100% of the issued and outstanding Equity Interests of the Borrower. (d) Without limiting the foregoing, each Loan Party will, and will cause each Restricted Domestic Subsidiary (other than a Foreign Holdco) to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law any Requirement of Law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Loan Parties. Nothing in this Section 5.12 shall require, and the Loan Documents shall not contain any requirements as to, the creation or perfection of pledges of or security interests in, or the obtaining of title insurance, surveys, abstracts or appraisals or taking other actions with respect to any Excluded Property. (ed) If any material assets (including any real property or improvements thereto having a fair market value in excess of $1,000,000 or any interest therein) are acquired by any Loan Party after the Effective Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien in favor of under the Security Agreement upon acquisition thereof), the Borrower will (i) notify the Administrative Agent and the Lenders thereof, and, if requested by the Administrative Agent or the Required Lenders, cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) take, and cause each applicable Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of the Loan Parties. (f) Notwithstanding any other provision to the contrary, nothing in this Section 5.12 shall require, and the Loan Documents shall not contain any requirements as to, the creation or perfection of pledges of or security interests in any Excluded Property. (g) No actions shall be required to create any security interests in any assets or to perfect such security interests other than in the United States (it being understood that there shall be no security agreement or pledge agreement governed under the Laws of any non-U.S. jurisdiction).

Additional Collateral; Further Assurances. (a) Subject to applicable Requirements Requirement of Law, each Loan Party will cause each of its domestic Restricted Domestic Subsidiaries (other than any Excluded Subsidiary) formed or acquired after the date of this Agreement to become a Loan Party by executing a Joinder Agreement in substantially Agreement. In connection therewith, the form of Exhibit E. Administrative Agent shall have received all documentation and other information regarding such newly formed or acquired Subsidiaries as may be required to comply with the applicable “know your customer” rules and regulations, including the USA Patriot Act. Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the Administrative Agent, for the benefit of the Administrative Agent and the Lendersother Secured Parties, in any property of such Loan Party which constitutes Collateral, including any parcel of real property located in the U.S. owned by any Loan Party. (b) Each Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each of its domestic Restricted Domestic Subsidiaries (other than a Disregarded Domestic Subsidiary) and (ii) 65% of the issued and outstanding Equity Interests entitled to vote and 100% of the issued and outstanding Equity Interests not entitled to vote in each foreign Restricted Subsidiary and Disregarded Domestic Foreign Subsidiary directly owned by the Borrower or any domestic Restricted Subsidiary that is not a Disregarded Domestic Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent for the benefit of the Administrative Agent and the Lendersother Secured Parties, pursuant to the terms and conditions of the Loan Documents or other security documents as the Administrative Agent shall reasonably request. Notwithstanding the foregoing, no such pledge agreement in respect of the Equity Interests of a Foreign Subsidiary shall be required hereunder to the extent the Administrative Agent or its counsel determines that such pledge would not provide material credit support for the benefit of the Secured Parties pursuant to legally valid, binding and enforceable pledge agreements. (c) The Borrower will cause Holdings to pledge and grant a first priority, perfected Lien in favor of the Administrative Agent in 100% of the issued and outstanding Equity Interests of the Borrower. (d) Without limiting the foregoing, each Loan Party will, and will cause each Restricted Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law any Requirement of Law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all in form and substance reasonably satisfactory to the Administrative Agent and all at the expense of the Loan Parties. Nothing in this Section 5.12 shall require, and the Loan Documents shall not contain any requirements as to, the creation or perfection of pledges of or security interests in, or the obtaining of title insurance, surveys, abstracts or appraisals or taking other actions with respect to any Excluded Property. (ed) If any material assets (including any real property or improvements thereto having a fair market value in excess of $1,000,000 or any interest therein) are acquired by any Loan Party after the Effective Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien in favor of under the Security Agreement upon acquisition thereof), the Borrower will (i) notify the Administrative Agent and the Lenders thereof, and, if requested by the Administrative Agent or the Required Lenders, cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) take, and cause each applicable Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of the Loan Parties. ; provided that the Administrative Agent may (fbut shall not be obligated to) Notwithstanding any other provision determine in its sole and reasonable discretion that the cost to the contraryLoan Parties of granting and perfecting any such Lien is disproportionate to the benefit to be realized by the Administrative Agent, nothing the Lenders and the other Secured Parties by perfecting a Lien in a given asset or group of assets included in the Collateral and, in such case, the Administrative Agent shall be permitted to, without the consent of the Lenders or Required Lenders, waive the requirement of perfection set forth in this Section 5.12 shall require, and the Loan Documents shall not contain any requirements as to, the creation or perfection of pledges of or security interests in any Excluded Property5.14. (g) No actions shall be required to create any security interests in any assets or to perfect such security interests other than in the United States (it being understood that there shall be no security agreement or pledge agreement governed under the Laws of any non-U.S. jurisdiction).

Additional Collateral; Further Assurances. (a) Subject to applicable Requirements of Lawlaw, the Borrower and each Restricted Subsidiary that is a Loan Party will cause each of its domestic Restricted Domestic Subsidiaries (other than any Excluded Subsidiary) formed or acquired after the date of this Agreement in accordance with the terms of this Agreement to become a Loan Party by executing a Joinder Agreement within thirty (30) days or such longer period as agreed to in substantially writing by the form of Exhibit E. Administrative Agent. Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the Administrative Agent, for the benefit of the Administrative Agent and the Lenders, in any property of such Loan Party which constitutes Collateral. (b) Each In addition, the Borrower shall within thirty (30) days or such longer period as agreed to in writing by the Administrative Agent, cause each Loan Party will cause (i) 100% that is the direct parent of a Material Subsidiary, to execute and deliver a supplement to the issued and outstanding Security Agreement to pledge the Equity Interests of each of its domestic Restricted Subsidiaries such Material Subsidiary held by such Loan Party (other than a Disregarded Domestic Excluded Collateral), as applicable, and, if applicable, deliver any original certificates evidencing such Equity Interests, together with an appropriate undated stock powers for each certificate duly executed in blank by such direct parent or such Material Subsidiary) and (ii) 65% of the issued and outstanding Equity Interests entitled to vote and 100% of the issued and outstanding Equity Interests not entitled to vote in each foreign Restricted Subsidiary and Disregarded Domestic Subsidiary directly owned by the Borrower or any domestic Restricted Subsidiary that is not a Disregarded Domestic Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent for the benefit of the Administrative Agent and the Lenders, pursuant to the terms and conditions of the Loan Documents or other security documents as the Administrative Agent shall reasonably requestapplicable. (c) The Borrower will cause Holdings to pledge and grant a first priority, perfected Lien in favor of the Administrative Agent in 100% of the issued and outstanding Equity Interests of the Borrower. (d) Without limiting the foregoing, each Each Loan Party will, and will cause each Restricted Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust Mortgages and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Loan Parties. Nothing Without limiting the foregoing, within ninety (90) days (or on such later date as the Administrative Agent may agree in this Section 5.12 shall require, and the Loan Documents shall not contain any requirements as to, the creation or perfection of pledges of or security interests in, or the obtaining of title insurance, surveys, abstracts or appraisals or taking other actions with respect to any Excluded Property. (eits reasonable discretion) If any material assets (including any real property or improvements thereto having a fair market value in excess of $1,000,000 or any interest therein) are acquired by any Loan Party after the Effective Date (other than assets constituting Collateral under the Security Agreement that become subject with respect to the Lien in favor any Mortgaged Property owned as of the Security Agreement upon acquisition thereofEffective Date), or after the Borrower will Acquisition thereof (with respect any each other Mortgaged Property), with respect to each Mortgaged Property the Administrative Agent shall have received (i) notify counterparts of each Mortgage to be entered into with respect to each such Mortgaged Property duly executed and delivered by the record owner of such Mortgaged Property and suitable for recording or filing in all filing or recording offices that the Administrative Agent may reasonably deem necessary or desirable in order to create a valid and enforceable Lien subject to no other Liens except Permitted Liens, at the Lenders time of recordation thereof, and(ii) with respect to the Mortgage encumbering each such Mortgaged Property, if requested opinions of counsel regarding the enforceability, due authorization, execution and delivery of the Mortgages and such other matters customarily covered in real estate counsel opinions as the Administrative Agent may reasonably request, in form and substance reasonably acceptable to the Administrative Agent, (iii) the Flood Documentation for each Mortgaged Property, (iv) a policy or policies or marked up unconditional binder of title insurance with respect to each Mortgaged Property in an amount not less than the fair market value of such Mortgaged Property paid for by the Borrower, issued by a nationally recognized title insurance company insuring the Lien of each Mortgage as a valid Lien on the Mortgaged Property described therein, free of any other Liens except those permitted pursuant to Section 6.02, together with such customary endorsements, coinsurance and reinsurance as the Administrative Agent may reasonably request and which are available in the jurisdiction where the applicable Mortgaged Property is located, (v) a survey of each Mortgaged Property (including all improvements, easements and other customary matters thereon reasonably required by the Administrative Agent or Agent) with respect to each Mortgaged Property, for which all necessary fees (where applicable) have been paid with respect to each Mortgaged Property, which is (A) complying in all material respects with the Required Lenders, cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) take, and cause each applicable Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense minimum detail requirements of the Loan Parties. (f) Notwithstanding any other provision to the contrary, nothing in this Section 5.12 shall require, American Land Title Association and the Loan Documents shall not contain any National Society of Professional Surveyors as such requirements as to, are in effect on the creation or perfection date of pledges preparation of or security interests in any Excluded Property. (g) No actions shall be required to create any security interests in any assets or to perfect such security interests other than in the United States (it being understood that there shall be no security agreement or pledge agreement governed under the Laws of any non-U.S. jurisdiction).survey and

Additional Collateral; Further Assurances. (a%3) Subject to applicable Requirements of Law, each Loan Party will cause each of its domestic Restricted Subsidiaries (other than any Excluded Subsidiary) Domestic Subsidiary formed or acquired after the date of this Agreement to become a Loan Party by executing a Joinder Agreement joinder agreement in substantially form satisfactory to the form of Exhibit E. Lender. Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the Administrative AgentLender, for the benefit of the Administrative Agent and the LendersSecured Parties, in any property of such Loan Party which constitutes Collateral, including any parcel of real property located in the U.S. owned by any Loan Party and all other existing and future assets of each Loan Party. (ba) Each Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each of its domestic Restricted Subsidiaries (other than a Disregarded Domestic Subsidiarylimited, in the case of the Equity Interests of Foreign Subsidiaries, to (i) and (ii) 6566.66% of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)), provided that a greater percentage may be required by the Lender to the extent a pledge of a greater percentage could not reasonably be expected to result in a material adverse tax consequence or if the Lender’s ability to be repaid in full would be impaired without such greater percentage, and (ii) 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each foreign Restricted Subsidiary and Disregarded Domestic Foreign Subsidiary directly owned by the Borrower or any domestic Restricted Subsidiary that is not a Disregarded Domestic Subsidiary such Loan Party) to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent Lender, for the benefit of the Administrative Agent and the LendersSecured Parties, pursuant to the terms and conditions of the Loan Documents or other security documents as the Administrative Agent Lender shall reasonably request. (c) The Borrower will cause Holdings to pledge and grant a first priority, perfected Lien in favor of the Administrative Agent in 100% of the issued and outstanding Equity Interests of the Borrower. (db) Without limiting the foregoing, each Loan Party will, and will cause each Restricted Domestic Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent Lender such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law any Requirement of Law or which the Administrative Agent Lender may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all in form and substance reasonably satisfactory to the Lender and all at the expense of the Loan Parties. Nothing in this Section 5.12 shall require, and the Loan Documents shall not contain any requirements as to, the creation or perfection of pledges of or security interests in, or the obtaining of title insurance, surveys, abstracts or appraisals or taking other actions with respect to any Excluded Property. (ec) If any material assets (including any real property or improvements thereto having a fair market value in excess of $1,000,000 or any interest therein) are acquired by any Loan Party after the Effective Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien in favor of under the Security Agreement upon acquisition thereof), the Borrower Representative will (i) notify the Administrative Agent and the Lenders thereofLender, and, if requested by the Administrative Agent or the Required LendersLender, cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) take, and cause each applicable Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent Lender to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of the Loan Parties. (f) Notwithstanding any other provision to the contrary, nothing in this Section 5.12 shall require, and the Loan Documents shall not contain any requirements as to, the creation or perfection of pledges of or security interests in any Excluded Property. (g) No actions shall be required to create any security interests in any assets or to perfect such security interests other than in the United States (it being understood that there shall be no security agreement or pledge agreement governed under the Laws of any non-U.S. jurisdiction).

Additional Collateral; Further Assurances. (a) Subject to applicable Requirements of Lawlaw, each Loan Party will shall, unless the Required Lenders otherwise consent, (i) cause each of its domestic Restricted Domestic Subsidiaries to become or remain a Loan Party and a Guarantor and (other than any Excluded Subsidiaryii) cause each of its Domestic Subsidiaries formed or acquired after the date Closing Date in accordance with the terms of this Agreement to (1) become a Loan Party party to this Agreement by executing a Joinder Agreement in substantially Agreement, and (2) guarantee payment and performance of the form of Exhibit E. Guaranteed Obligations pursuant to the Guaranty. Upon execution and delivery thereofof such Loan Documents and other instruments, certificates, and agreements requested by the Agent, each such Person (i) Domestic Subsidiary shall automatically become a Guarantor and Loan Guarantor Party hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents Documents. (b) To secure the payment when due of the Secured Obligations, the Borrowers and (ii) will grant Liens each Guarantor shall execute and deliver, or cause to be executed and delivered, to the Administrative AgentLenders and the Agent Collateral Documents, for including without limitation such documents as the benefit Agent may reasonably deem necessary and deliver such property, documents, and instruments as the Agent may request to perfect the Liens of the Administrative Agent and the Lenders, in any property Property of such Loan Party which constitutes Collateral, including any parcel of real Property located in the U.S. owned by any Loan Party, granting the following: (i) Security interests in all present and future accounts, inventory, equipment, chattel paper, instruments, investment property, documents, general intangibles, fixtures and all other personal property of the Company and each Domestic Subsidiary, excluding the following (the following described assets in this parenthetical are defined as the "Excluded Collateral"), so long as no holder of the Second Secured Debt, the Third Secured Term Loan Debt or the Fourth Secured Term Loan Debt requests or receives liens or security interests on such assets: (A) motor vehicles, instruments and chattel paper with an aggregate fair market value for all of the foregoing less than $1,000,000, (B) real property leases, (C) any other real property with an aggregate fair market value (when combined with all such other real property) less than $1,000,000 (provided that the Company represents that as of the Closing Date all real property owned by the Loan Parties has an aggregate fair market value of less than $1,000,000) and (D) rights arising under any contracts or licenses (other than, in each of the foregoing cases, any right to receive payment) as to which a grant of a security interest would constitute a violation of a valid and enforceable restriction in favor of a third party on such grant, unless and until any required consents shall have been obtained, provided that the Company shall notify the Agent of any such restriction and shall use all reasonable efforts to obtain any required consent to the extent requested by the Agent; and (ii) Upon request of the Agent, (A) the Borrowers and the Guarantors shall execute and deliver such agreements and documents reasonably requested by the Agent to grant a first priority lien and security interest on all real property owned by the Borrowers and the Guarantors (other than Excluded Collateral), (B) each Foreign Borrowing Subsidiary shall execute and deliver all agreements and documents reasonably requested by the Agent to grant a first priority lien and security interest on all assets owned by such Foreign Borrowing Subsidiary, to secure the Secured Obligations of such Foreign Borrowing Subsidiary, unless it is prohibited by applicable law or existing contractual restrictions from doing so or it is reasonably determined by the Agent to be impractical or unreasonably costly, (C) each parent corporation of a Foreign Subsidiary Borrower and Subsidiary of such Foreign Subsidiary Borrower or parent that is organized under the same jurisdiction as such Foreign Subsidiary Borrower or other Foreign Subsidiary requested by the Agent will execute a Guaranty with respect to the Secured Obligations of such Foreign Borrowing Subsidiary and will execute and deliver all agreements and documents reasonably requested by the Agent to grant a first priority lien and security interest on all of its assets to secure such Guaranty, unless it is prohibited by applicable law or existing contractual restrictions from doing so or it is reasonably determined by the Agent to be impractical or unreasonably costly or such Foreign Subsidiary is inactive and does not have any material assets as determined by the Agent, and (D) if requested by the Agent, each Foreign Borrowing Subsidiary and its parent and their Subsidiaries organized under the same jurisdiction as such Foreign Subsidiary Borrower shall execute and deliver, or cause to be executed and delivered, all agreements and documents reasonably requested by the Agent to secure all intercompany loans and advances owing to them by a first priority lien and security interest on all assets owned by the Subsidiary owing such intercompany loans and advances, unless it is prohibited by applicable law or existing contractual restrictions from doing so or it is reasonably determined by the Agent to be impractical or unreasonably costly. (bc) Each Loan Party The Company and each Domestic Subsidiary will cause (i) 100% of the issued and outstanding Equity Interests Capital Stock of each of its domestic Restricted Domestic Subsidiaries (other than a Disregarded Domestic Subsidiary) and (ii) 65% (or such greater percentage that, due to a change in an applicable law after the date hereof, (1) could not reasonably be expected to cause the undistributed earnings of such Foreign Subsidiary as determined for U.S. federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary's U.S. parent and (2) could not reasonably be expected to cause any material adverse tax consequences) of the issued and outstanding Equity Interests Capital Stock entitled to vote (within the meaning of Treas. Reg. Section 1. 956-2(c)(2)) and 100% of the issued and outstanding Equity Interests Capital Stock not entitled to vote (within the meaning of Treas. Reg. Section 1. 956-2(c)(2)) in each foreign Restricted Subsidiary and Disregarded Domestic Foreign Subsidiary directly owned by the Borrower Company or any domestic Restricted Subsidiary that is not a Disregarded Domestic Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent for the benefit of the Administrative Agent and the Lenders, pursuant to the terms and conditions of the Loan Documents or other security documents as the Administrative Agent shall reasonably request. (c) The Borrower will cause Holdings to pledge and grant a first priority, perfected Lien in favor of the Administrative Agent in 100% of the issued and outstanding Equity Interests of the Borrower. (d) Without limiting the foregoing, each Loan Party willshall, and will shall cause each Restricted Subsidiary of the Company's Subsidiaries which is required to become a Loan Party pursuant to the terms of this Agreement to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements documents and instrumentsagreements, and will shall take or cause to be taken such further actions (including as the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Loan Parties. Nothing in this Section 5.12 shall require, and the Loan Documents shall not contain any requirements as to, the creation or perfection of pledges of or security interests in, or the obtaining of title insurance, surveys, abstracts or appraisals or taking other actions with respect to any Excluded Property. (e) If any material assets (including any real property or improvements thereto having a fair market value in excess of $1,000,000 or any interest therein) are acquired by any Loan Party after the Effective Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien in favor of the Security Agreement upon acquisition thereof), the Borrower will (i) notify the Administrative Agent and the Lenders thereof, andwithout limitation, if requested by the Administrative Agent Agent, one or more opinions of counsel satisfactory to the Required LendersAgent, cause such assets to be subjected to a Lien securing the Secured Obligations corporate documents and resolutions and consents and other documents (ii) takefurther including, and cause each applicable Loan Party to takewithout limitation, such actions as shall be consents from any shareholders or other owners of any Subsidiary to the execution and performance of such Loan Documents by such Subsidiary), which in the opinion of the Agent are necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described advisable in paragraph (c) of this Section, all at the expense of the Loan Partiesconnection therewith. (f) Notwithstanding any other provision to the contrary, nothing in this Section 5.12 shall require, and the Loan Documents shall not contain any requirements as to, the creation or perfection of pledges of or security interests in any Excluded Property. (g) No actions shall be required to create any security interests in any assets or to perfect such security interests other than in the United States (it being understood that there shall be no security agreement or pledge agreement governed under the Laws of any non-U.S. jurisdiction).

Additional Collateral; Further Assurances. (a) Subject to applicable Requirements Requirement of LawLaw and the definition of Excluded Assets, each Loan Party will cause each of its domestic Restricted Subsidiaries (other than any Excluded SubsidiarySubsidiaries) formed or acquired after the date of this Agreement to become a Loan Party by executing a Joinder Agreement in substantially each case promptly (and in any event within thirty (30) days after such Person becomes a Subsidiary or is no longer an Excluded Asset). In connection therewith, the form of Exhibit E. Administrative Agent shall have received all documentation and other information regarding such newly formed or acquired Subsidiaries (other than Excluded Subsidiaries) as may be required to comply with the applicable “know your customer” rules and regulations, including the USA Patriot Act. Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the Administrative Agent, for the benefit of the Administrative Agent and the Lendersother Secured Parties, in any property of such Loan Party which constitutes Collateral. Notwithstanding anything to the contrary set forth in any Loan Document, no Loan Party shall be required to grant or cause to be perfected any Lien in any Excluded Asset. (b) Each Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each of its domestic Restricted Subsidiaries (other than a Disregarded Domestic SubsidiaryExcluded Assets) and (ii) 65% of the issued and outstanding Equity Interests entitled to vote and 100% of the issued and outstanding Equity Interests not entitled to vote in each foreign Restricted Subsidiary and Disregarded Domestic Subsidiary directly owned by the Borrower or any domestic Restricted Subsidiary that is not a Disregarded Domestic Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent for the benefit of the Administrative Agent and the Lendersother Secured Parties, pursuant to the terms and conditions of the Loan Documents or other security documents as the Administrative Agent shall reasonably request. (c) The Borrower will cause Holdings to pledge and grant a first priority, perfected Lien in favor of the Administrative Agent Lender in 100% of the issued and outstanding Equity Interests of the Borrower. (d) Without limiting the foregoing, each Loan Party will, and will cause each Restricted Subsidiary (other than Excluded Subsidiaries or Excluded Assets) to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law any Requirement of Law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all in form and substance reasonably satisfactory to the Administrative Agent and all at the expense of the Loan Parties. Nothing in this Section 5.12 shall require, and the Loan Documents shall not contain any requirements as to, the creation or perfection of pledges of or security interests in, or the obtaining of title insurance, surveys, abstracts or appraisals or taking other actions with respect to any Excluded Property. (e) If any material assets (including any real property or improvements thereto having a fair market value in excess of $1,000,000 or any interest therein) are acquired by any Loan Party after the Effective Date (other than (x) assets constituting Collateral under the Security Agreement that become subject to the Lien in favor of under the Security Agreement upon acquisition thereof, and (y) Excluded Assets), the Borrower will (i) notify the Administrative Agent and the Lenders thereof, and, if requested by the Administrative Agent or the Required Lenders, cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) take, and cause each applicable Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of the Loan Parties. (f) Notwithstanding any other provision to the contrary, nothing in this Section 5.12 shall require, and the Loan Documents shall not contain any requirements as to, the creation or perfection of pledges of or security interests in any Excluded Property. (g) No actions shall be required to create any security interests in any assets or to perfect such security interests other than in the United States (it being understood that there shall be no security agreement or pledge agreement governed under the Laws of any non-U.S. jurisdiction).

Additional Collateral; Further Assurances. (a) Subject to applicable Requirements of Law, each Each Loan Party will cause each of its domestic Restricted Subsidiaries (other than any Excluded Subsidiary) formed or acquired after the date of this Agreement Effective Date to become a Loan Party by executing a Joinder Agreement in substantially the form of Exhibit E. within thirty (30) days after such formation or acquisition. Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the Administrative AgentLender, for the benefit of the Administrative Agent and the LendersSecured Parties, in any property of such Loan Party which constitutes Collateral, including any Material Real Property. (b) Each Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each of its domestic Restricted Subsidiaries (other than a Disregarded Domestic Subsidiary) and (ii) 65% of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956‑2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956‑2(c)(2)) in each foreign Restricted Subsidiary and Disregarded Domestic Subsidiary directly owned by the Borrower or any domestic Restricted Subsidiary that is not a Disregarded Domestic Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent for the benefit of the Administrative Agent and the LendersLender, pursuant to the terms and conditions of the Loan Documents or other security documents as the Administrative Agent Lender shall reasonably request. (c) The Borrower will cause Holdings to pledge and grant a first priority, perfected Lien in favor of the Administrative Agent Lender in 100% of the issued and outstanding Equity Interests of the Borrower. (d) Without limiting the foregoing, each Loan Party will, and will cause each Restricted Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent Lender such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust statements and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law any Requirement of Law or which the Administrative Agent Lender may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Loan Parties. Nothing in this Section 5.12 shall require, and the Loan Documents shall not contain any requirements as to, the creation or perfection of pledges of or security interests in, or the obtaining of title insurance, surveys, abstracts or appraisals or taking other actions with respect to any Excluded Property. (e) If any material assets (including any real property or improvements thereto having a fair market value in excess of $1,000,000 or any interest therein) are acquired by any Loan Party after the Effective Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien in favor of the Security Agreement upon acquisition thereof), the Borrower will (i) notify the Administrative Agent and the Lenders thereof, and, if requested by the Administrative Agent or the Required Lenders, cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) take, and cause each applicable Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of the Loan Parties. (f) Notwithstanding any other provision to the contrary, nothing in this Section 5.12 shall require, and the Loan Documents shall not contain any requirements as to, the creation or perfection of pledges of or security interests in any Excluded Property. (g) No actions shall be required to create any security interests in any assets or to perfect such security interests other than in the United States (it being understood that there shall be no security agreement or pledge agreement governed under the Laws of any non-U.S. jurisdiction).

Additional Collateral; Further Assurances. (a) Subject to applicable Requirements of Law, each Loan Party will cause each of its domestic Restricted Subsidiaries (other than any Excluded Subsidiary) formed or acquired after the date of this Agreement to become a Loan Party by executing a Joinder Agreement in substantially the form of Exhibit E. Agreement. Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the Security Trustee and/or the Administrative Agent, as applicable, for the benefit of the Administrative Agent and the LendersSecured Parties, in any property of such Loan Party which constitutes Collateral, including any parcel of real property located in the U.S. owned by any Loan Party. (b) Each Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each of its domestic Restricted Subsidiaries (other than a Disregarded Domestic Subsidiary) and (ii) 65% of the issued and outstanding Equity Interests entitled to vote and 100% of the issued and outstanding Equity Interests not entitled to vote in each foreign Restricted Subsidiary and Disregarded Domestic Subsidiary directly owned by the Borrower or any domestic Restricted Subsidiary that is not a Disregarded Domestic Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent for the benefit of the Administrative Agent and the Lendersother Secured Parties, pursuant to the terms and conditions of the Loan Documents or other security documents as the Administrative Agent shall reasonably request. (c) The Borrower will cause Holdings to pledge and grant a first priority, perfected Lien in favor of the Administrative Agent in 100% of the issued and outstanding Equity Interests of the Borrower. (d) Without limiting the foregoing, each Loan Party will, and will cause each Restricted Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law any Requirement of Law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Loan Parties. Nothing in this Section 5.12 shall require, and the Loan Documents shall not contain any requirements as to, the creation or perfection of pledges of or security interests in, or the obtaining of title insurance, surveys, abstracts or appraisals or taking other actions with respect to any Excluded Property. (ed) If any Vessel or other material assets asset (including any real property or improvements thereto having a fair market value in excess of $1,000,000 or any interest therein) are acquired by any Loan Party after the Effective Date (other than assets constituting Collateral under the a Security Agreement that become subject to the Lien in favor of the under a Security Agreement upon acquisition thereof), the Borrower will promptly (i) notify the Administrative Agent Security Trustee and the Lenders thereof, and, if requested by the Administrative Agent or the Required Lenders, and cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) take, and cause each applicable Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent Security Trustee to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of the Loan Parties.. Concurrently with any Loan Party’s acquisition of a Vessel, such Loan Party shall deliver to the Security Trustee, each of the following in form and substance reasonably satisfactory to the Security Trustee: (fA) Notwithstanding any other provision to the contrary, nothing in this Section 5.12 shall require, and the Loan Documents shall not contain any requirements as to, the creation or perfection of pledges of or security interests in any Excluded Property.A Ship Mortgage on such Vessel; (gB) No actions A General Assignment from the relevant Loan Party; (C) The Certificate of Documentation and any further evidence as shall be required to create any security interests by the Security Trustee that the relevant Vessel is beneficially owned by the relevant Borrower and registered in any assets or to perfect such security interests the name of the relevant Borrower, including without limitation, the ▇▇▇▇ of sale, the protocol of delivery and acceptance, the builder’s certificate, the certificate of non-registration and the certificate of freedom from encumbrances other than the Ship Mortgage; (D) A vessel abstract from the NVDC reflecting no Liens thereon other than in favor of the United States Security Trustee or those being released or satisfied on the Effective Date; (it being understood E) If applicable, a Certificate of Financial Responsibility; (F) For each Vessel that there shall be no is classed, evidence that the Vessel is classed with the relevant IACS classification society, free of all requirements and recommendations of the relevant classification society affecting class; (G) If applicable, the document of compliance issued in accordance with the ISM Code to the person who is the operator of the relevant Vessel for purposes of the ISM Code; (H) If applicable, the safety management certificate in respect of the relevant Vessel issued in accordance with the ISM Code; and (I) If applicable, the international ship security agreement or pledge agreement governed certificate in respect of the relevant Vessel issued under the Laws of any non-U.S. jurisdiction)ISPS Code.

Additional Collateral; Further Assurances. (a) Subject to applicable Requirements of Law, each Loan Party will cause each of its domestic Restricted Subsidiaries (other than any Excluded Subsidiary) formed or acquired after the date of this Agreement to become a Loan Party by executing a Joinder Agreement in substantially the form of Exhibit E. Agreement. Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the Administrative Agent, for the benefit of the Administrative Agent and the Lendersother Secured Parties, in any property of such Loan Party which constitutes Collateral, including any parcel of real property located in the U.S. owned by any Loan Party. (b) Each Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each of its domestic Restricted Subsidiaries (other than a Disregarded Domestic Subsidiary) Foreign Subsidiary HoldCo and (ii) 65% of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each foreign Restricted Subsidiary and Disregarded Domestic each Foreign Subsidiary HoldCo directly owned by the Borrower or any domestic Restricted Subsidiary that is not a Disregarded Domestic Subsidiary Loan Party to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent for the benefit of the Administrative Agent and the Lendersother Secured Parties, pursuant to the terms and conditions of the Loan Documents or other security documents as the Administrative Agent shall reasonably request. (c) The Borrower will cause Holdings to pledge and grant a first priority, perfected Lien in favor of the Administrative Agent in 100% of the issued and outstanding Equity Interests of the Borrower. (d) Without limiting the foregoing, each Loan Party will, and will cause each Restricted Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Loan Parties. Nothing in this Section 5.12 shall require, and the Loan Documents shall not contain any requirements as to, the creation or perfection of pledges of or security interests in, or the obtaining of title insurance, surveys, abstracts or appraisals or taking other actions with respect to any Excluded Property. (ed) If any material assets (including any real property or improvements thereto having a fair market value in excess of $1,000,000 or any interest therein) are acquired by any Loan Party after the Effective Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien in favor of under the Security Agreement upon acquisition thereof), the Borrower will (i) notify the Administrative Agent and the Lenders thereof, and, if requested by the Administrative Agent or the Required Lenders, cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) take, and cause each applicable Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of the Loan Parties. (fe) Notwithstanding For so long as any Loan Party has a Subsidiary that is licensed by the Insurance Supervision Division of the Cayman Islands Monetary Authority, such Loan Party, at the request of the Administrative Agent, shall take commercially reasonable efforts to cause 65% of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in such Subsidiary owned by such Loan Party to be subject to a first priority, perfected Lien in favor of the Administrative Agent for the benefit of the Administrative Agent and the other provision Secured Parties, pursuant to the contrary, nothing in this Section 5.12 shall require, terms and conditions of the Loan Documents or other security documents as the Administrative Agent shall not contain any requirements as to, the creation or perfection of pledges of or security interests in any Excluded Propertyreasonably request. (g) No actions shall be required to create any security interests in any assets or to perfect such security interests other than in the United States (it being understood that there shall be no security agreement or pledge agreement governed under the Laws of any non-U.S. jurisdiction).

Additional Collateral; Further Assurances. (a) Subject to applicable Requirements of Lawlaw, each Borrower and each Loan Party will cause each of its domestic Restricted Subsidiaries (other than any Excluded Subsidiary) Designated Subsidiary formed or acquired after the date of this Agreement or that becomes a Designated Subsidiary after the Effective Date in accordance with the terms of this Agreement within 60 days (in each case, as such time may be extended in the Administrative Agent’s sole discretion) to become a Loan Party by executing Borrower or a Guarantor pursuant to a Joinder Agreement in substantially and take all such further actions (including the form filing and recording of Exhibit E. financing statements, fixture filings, and other documents) that are required under the Collateral Documents or this Agreement to cause the Collateral and Guaranty Requirement to be satisfied with respect to such Designated Subsidiary. Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor Borrower or Guarantor, as applicable hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the Administrative Agent, for the benefit of the Administrative Agent and the Lendersapplicable Secured Parties, in any property of such Loan Party which constitutes Collateral, under the applicable Security Agreement. (b) Each The Loan Party Parties will cause (i) 100% of the issued execute any and outstanding Equity Interests of each of its domestic Restricted Subsidiaries (other than a Disregarded Domestic Subsidiary) and (ii) 65% of the issued and outstanding Equity Interests entitled to vote and 100% of the issued and outstanding Equity Interests not entitled to vote in each foreign Restricted Subsidiary and Disregarded Domestic Subsidiary directly owned by the Borrower or any domestic Restricted Subsidiary that is not a Disregarded Domestic Subsidiary to be subject at all times to a first priorityfurther documents, perfected Lien in favor of the Administrative Agent for the benefit of the Administrative Agent and the Lenders, pursuant to the terms and conditions of the Loan Documents or other security documents as the Administrative Agent shall reasonably request. (c) The Borrower will cause Holdings to pledge and grant a first priority, perfected Lien in favor of the Administrative Agent in 100% of the issued and outstanding Equity Interests of the Borrower. (d) Without limiting the foregoing, each Loan Party will, and will cause each Restricted Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documentsfinancing statements, agreements and instruments, and will take or cause to be taken all such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), documents) which may be required by law any Requirement of Law or which the Administrative Agent may, from time to time, reasonably request request, to carry out cause the terms Collateral and conditions of this Agreement Guaranty Requirement to be and remain satisfied at all times. The Loan Parties also agree to provide to the other Loan Documents and Administrative Agent, from time to ensure time upon reasonable request, evidence reasonably satisfactory to the Administrative Agent as to the perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Loan Parties. Nothing in this Section 5.12 shall require, and the Loan Documents shall not contain any requirements as to, the creation or perfection of pledges of or security interests in, or the obtaining of title insurance, surveys, abstracts or appraisals or taking other actions with respect to any Excluded Property. (e) If any material assets (including any real property or improvements thereto having a fair market value in excess of $1,000,000 or any interest therein) are acquired by any Loan Party after the Effective Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien in favor of the Security Agreement upon acquisition thereof), the Borrower will (i) notify the Administrative Agent and the Lenders thereof, and, if requested by the Administrative Agent or the Required Lenders, cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) take, and cause each applicable Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of the Loan Parties. (f) Notwithstanding any other provision to the contrary, nothing in this Section 5.12 shall require, and the Loan Documents shall not contain any requirements as to, the creation or perfection of pledges of or security interests in any Excluded Property. (g) No actions shall be required to create any security interests in any assets or to perfect such security interests other than in the United States (it being understood that there shall be no security agreement or pledge agreement governed under the Laws of any non-U.S. jurisdiction).

Additional Collateral; Further Assurances. (a) Subject to applicable Requirements of Lawlaw, the Borrower and each Subsidiary that is a Loan Party will shall cause each of its domestic Restricted Subsidiaries (other than any Excluded Subsidiary) formed or acquired after the date of this Agreement in accordance with the terms of this Agreement to become a Loan Party by executing a the Joinder Agreement set forth as Exhibit E hereto (the “Joinder Agreement”) as soon as reasonably practicable and in substantially any event not later than thirty days after the form date of Exhibit E. formation or acquisition. Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the Administrative Agent, for the benefit of the Administrative Agent and the LendersSecured Parties, in any property of such Loan Party which constitutes Collateral. (b) Each Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each of its domestic Restricted Subsidiaries (other than a Disregarded Domestic Subsidiary) and (ii) 65% of the issued and outstanding Equity Interests entitled to vote and 100% of the issued and outstanding Equity Interests not entitled to vote in each foreign Restricted Subsidiary and Disregarded Domestic Subsidiary directly owned by the Borrower or any domestic Restricted Subsidiary that is not a Disregarded Domestic Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent for the benefit of the Administrative Agent and the Lenders, pursuant to the terms and conditions of the Loan Documents or other security documents as the Administrative Agent shall reasonably request. (c) The Borrower will cause Holdings to pledge and grant a first priority, perfected Lien in favor of the Administrative Agent in 100% of the issued and outstanding Equity Interests of the Borrower. (d) Without limiting the foregoing, each Loan Party will, and will cause each Restricted Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust statements and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Loan Parties. Nothing in this Section 5.12 shall require, and the Loan Documents shall not contain any requirements as to, the creation or perfection of pledges of or security interests in, or the obtaining of title insurance, surveys, abstracts or appraisals or taking other actions with respect to any Excluded Property. (ec) If any material assets (including any real property or improvements thereto having Anything contained in this Agreement to the contrary notwithstanding, Invision shall not be required to become a fair market value in excess of $1,000,000 or any interest therein) are acquired by any Loan Party after the Effective Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien for so long as doing so would result in favor a breach of the Security Agreement upon acquisition thereof), the Borrower will SunTrust Credit Agreement. At any time that (i) notify Invision is able to become a Loan Party without breaching the Administrative Agent and the Lenders thereof, and, if requested by the Administrative Agent or the Required Lenders, cause such assets to be subjected to a Lien securing the Secured Obligations SunTrust Credit Agreement and (ii) takeInvision is a domestic Subsidiary, and the Borrower shall cause each applicable Invision to become a Loan Party to takein accordance with Section 5.10(a), such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of the Loan Partiesmutatis mutandis. (f) Notwithstanding any other provision to the contrary, nothing in this Section 5.12 shall require, and the Loan Documents shall not contain any requirements as to, the creation or perfection of pledges of or security interests in any Excluded Property. (g) No actions shall be required to create any security interests in any assets or to perfect such security interests other than in the United States (it being understood that there shall be no security agreement or pledge agreement governed under the Laws of any non-U.S. jurisdiction).

Additional Collateral; Further Assurances. (a) Subject to applicable Requirements of Lawlaw, the Borrower and each Subsidiary that is a Loan Party will shall cause each of its domestic Restricted Subsidiaries (other than any Excluded Subsidiary) whose financial results are consolidated with those of Borrower formed or acquired after the date of this Agreement in accordance with the terms of this Agreement to become a Loan Party by executing a Joinder Agreement in substantially the form of Exhibit E. joinder agreement becoming a party to this Agreement. Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the Administrative Agent, for the benefit of the Administrative Agent Agent, the Issuing Bank and the Lenders, in any property of such Loan Party which constitutes Collateral. (b) Each Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each of its domestic Restricted Subsidiaries (other than a Disregarded Domestic Subsidiary) and (ii) 65% of the issued and outstanding Equity Interests entitled to vote and 100% of the issued and outstanding Equity Interests not entitled to vote in each foreign Restricted Subsidiary and Disregarded Domestic Subsidiary directly owned by the Borrower or any domestic Restricted Subsidiary that is not a Disregarded Domestic Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent for the benefit of the Administrative Agent and the Lenders, pursuant to the terms and conditions of the Loan Documents or other security documents as the Administrative Agent shall reasonably request. (c) The Borrower will cause Holdings to pledge and grant a first priority, perfected Lien in favor of the Administrative Agent in 100% of the issued and outstanding Equity Interests of the Borrower. (d) Without limiting the foregoing, each Loan Party will, and will cause each Restricted Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust statements and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Loan Parties. Nothing in this Section 5.12 shall require, and the Loan Documents shall not contain any requirements as to, the creation or perfection of pledges of or security interests in, or the obtaining of title insurance, surveys, abstracts or appraisals or taking other actions with respect to any Excluded Property. (ec) If any material assets (including any real property of the same type or improvements thereto having a fair market value in excess of $1,000,000 or any interest therein) nature as those comprising Collateral are acquired by the Borrower or any Subsidiary that is a Loan Party after the Effective Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien in favor of the Administrative Agent under the Security Agreement upon acquisition thereof), the Borrower will (i) notify the Administrative Agent and the Lenders thereof, and, if requested by the Administrative Agent or the Required Majority Lenders, the Borrower will cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) will take, and cause each applicable the Subsidiary Loan Party Parties to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of the Loan Parties. (f) Notwithstanding any other provision to the contrary, nothing in this Section 5.12 shall require, and the Loan Documents shall not contain any requirements as to, the creation or perfection of pledges of or security interests in any Excluded Property. (g) No actions shall be required to create any security interests in any assets or to perfect such security interests other than in the United States (it being understood that there shall be no security agreement or pledge agreement governed under the Laws of any non-U.S. jurisdiction).

Additional Collateral; Further Assurances. (a) Subject to applicable Requirements of Law, each Loan the Obligated Parties shall cause any Subsidiary of the Parent which is required to become an Obligated Party will cause each of its domestic Restricted Subsidiaries (other than any Excluded Subsidiary) formed or acquired after pursuant to the date terms of this Agreement to, upon the request of the Agent, (i) grant Liens to become the Agent, for the benefit of the Agent and the Lenders, pursuant to such documents as the Agent may reasonably deem necessary and deliver such property, documents, and instruments as the Agent may request to perfect the Liens of the Agent in the Collateral of such Subsidiary (ii) execute a Loan Party Guaranty of the Obligations pursuant to Section 7.27, in form and substance satisfactory to the Agent, and (iii) in connection with the foregoing requirements, or either of them, deliver to the Agent all items of the type required by executing a Joinder Agreement in substantially the form of Exhibit E. Section 8.1(a) (as applicable). Upon execution and delivery thereofof such Loan Documents and other instruments, each certificates, and agreements, such Person (i) Subsidiary shall automatically become a Loan Guarantor hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the Administrative Agent, for the benefit of the Administrative Agent and the Lenders, in any property of such Loan Party which constitutes CollateralDocuments. (b) Each Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each of its domestic Restricted Subsidiaries (other than a Disregarded Domestic Subsidiary) and (ii) 65% of the issued and outstanding Equity Interests entitled to vote and 100% of the issued and outstanding Equity Interests not entitled to vote in each foreign Restricted Subsidiary and Disregarded Domestic Subsidiary directly owned by the Borrower or any domestic Restricted Subsidiary that is not a Disregarded Domestic Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent for the benefit of the Administrative Agent and the Lenders, pursuant to the terms and conditions of the Loan Documents or other security documents as the Administrative Agent shall reasonably request. (c) The Borrower will cause Holdings to pledge and grant a first priority, perfected Lien in favor of the Administrative Agent in 100% of the issued and outstanding Equity Interests of the Borrower. (d) Without limiting the foregoing, each Loan Party willthe Obligated Parties shall, and will shall cause each Restricted Subsidiary of the Parent's Subsidiaries which is required to become an Obligated Party pursuant to the terms of this Agreement to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements documents and instrumentsagreements, and will shall take or cause to be taken such further actions (including as the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and Documents. (c) The Obligated Parties will deliver to ensure perfection and priority of the Liens created or intended to be created by Agent the Collateral Documents, all at the expense of the Loan Parties. Nothing in this Section 5.12 shall require, and the Loan Documents shall not contain any requirements as to, the creation or perfection of pledges of or security interests in, or the obtaining of title insurance, surveys, abstracts or appraisals or taking other actions following with respect to any Excluded Property. (e) If any material assets (including any real property or improvements thereto having a fair market value in excess each parcel of $1,000,000 or any interest therein) are acquired Real Estate owned by any Loan Obligated Party after the Effective Date (other than assets constituting Collateral under the Security Agreement that become subject which is required to the Lien in favor of the Security Agreement upon acquisition thereof), the Borrower will be Collateral: (i) notify a Mortgage in proper form for recording in the Administrative Agent and the Lenders thereof, jurisdiction in which such Real Estate covered thereby is located; and, if requested by the Administrative Agent or the Required Lenders, cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) takesuch other information, documentation, and cause each applicable Loan Party certifications, in form and substance satisfactory to takethe Agent, such actions as shall may be necessary or reasonably requested required by the Administrative Agent to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of the Loan PartiesAgent. (f) Notwithstanding any other provision to the contrary, nothing in this Section 5.12 shall require, and the Loan Documents shall not contain any requirements as to, the creation or perfection of pledges of or security interests in any Excluded Property. (g) No actions shall be required to create any security interests in any assets or to perfect such security interests other than in the United States (it being understood that there shall be no security agreement or pledge agreement governed under the Laws of any non-U.S. jurisdiction).

Additional Collateral; Further Assurances. Subject to applicable law, the REIT, the Borrower and each Borrowing Base Subsidiary shall: (a) Subject to applicable Requirements of Lawunless the Lender otherwise consents, each Loan Party will cause each Borrowing Base Subsidiary of its domestic Restricted Subsidiaries (other than any Excluded Subsidiary) the Borrower formed or acquired after the date of this Agreement in accordance with the terms of this Agreement to become a Loan Party by executing a the Joinder Agreement in substantially set forth as Exhibit C hereto (the form of Exhibit E. “Joinder Agreement”). Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will become a grantor under the Security Agreement and will grant Liens to the Administrative Agent, for the benefit of the Administrative Agent and the LendersLender, in any property of such Loan Party which constitutes Collateral.; (b) Each Loan Party The REIT, the Borrower and each Borrowing Base Subsidiary will cause one hundred percent (i100%) 100% of the issued and outstanding Equity Interests of each of its domestic Restricted Borrowing Base Subsidiaries (other than a Disregarded Domestic Subsidiary) and (ii) 65% of the issued and outstanding Equity Interests entitled to vote and 100% of the issued and outstanding Equity Interests not entitled to vote in each foreign Restricted Subsidiary and Disregarded Domestic Subsidiary directly owned by the Borrower or any domestic Restricted Subsidiary that is not a Disregarded Domestic Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent for the benefit of the Administrative Agent and the Lenders, Lender pursuant to the terms and conditions of the Loan Documents or other security documents as the Administrative Agent Lender shall reasonably request.; and (c) The Borrower will cause Holdings to pledge and grant a first priority, perfected Lien in favor of the Administrative Agent in 100% of the issued and outstanding Equity Interests of the Borrower. (d) Without limiting the foregoing, each Loan Party will, and will cause each Restricted Borrowing Base Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent Lender such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law or which the Administrative Agent Lender may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Loan Parties. Nothing in this Section 5.12 shall require, and the Loan Documents shall not contain any requirements as to, the creation or perfection of pledges of or security interests in, or the obtaining of title insurance, surveys, abstracts or appraisals or taking other actions with respect to any Excluded Property. (e) If any material assets (including any real property or improvements thereto having a fair market value in excess of $1,000,000 or any interest therein) are acquired by any Loan Party after the Effective Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien in favor of the Security Agreement upon acquisition thereof), the Borrower will (i) notify the Administrative Agent and the Lenders thereof, and, if requested by the Administrative Agent or the Required Lenders, cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) take, and cause each applicable Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of the Loan Parties. (f) Notwithstanding any other provision to the contrary, nothing in this Section 5.12 shall require, and the Loan Documents shall not contain any requirements as to, the creation or perfection of pledges of or security interests in any Excluded Property. (g) No actions shall be required to create any security interests in any assets or to perfect such security interests other than in the United States (it being understood that there shall be no security agreement or pledge agreement governed under the Laws of any non-U.S. jurisdiction).

Additional Collateral; Further Assurances. (a) Subject to applicable Requirements of Law, each Loan Party will cause each of its domestic Restricted Domestic Subsidiaries (other than any Excluded Subsidiary) formed or acquired after the date of this Agreement within thirty (30) days (or such longer period the Administrative Agent shall approve in writing) after such formation or acquisition to become a Loan Party by executing a Joinder Agreement in substantially the form of Exhibit E. Agreement. Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the Administrative Agent, for the benefit of the Administrative Agent and the Lendersother Secured Parties, in any property of such Loan Party which constitutes Collateral, including any Material Real Property located in the U.S. owned by any Loan Party. (b) Each Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each of its domestic Restricted Domestic Subsidiaries (other than a Disregarded Domestic Subsidiary) and (ii) 65% of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each foreign Restricted Subsidiary and Disregarded Domestic Foreign Subsidiary directly owned by the Borrower or any domestic Restricted Subsidiary that is not a Disregarded Domestic Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent for the benefit of the Administrative Agent and the Lendersother Secured Parties, pursuant to the terms and conditions of the Loan Documents or other security documents as the Administrative Agent shall reasonably request. (c) The Borrower will cause Holdings to pledge and grant a first priority, perfected Lien in favor of the Administrative Agent in 100% of the issued and outstanding Equity Interests of the Borrower. (d) Without limiting the foregoing, each Loan Party will, and will cause each Restricted Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the delivery of legal opinions, filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law any Requirement of Law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Loan Parties. Nothing . (d) With respect to all owned Material Real Property that is acquired after the Effective Date or that becomes Material Real Property after the Effective Date, the Loan Parties shall within sixty (60) days thereafter (or such later date as approved by the Administrative Agent), deliver each of the following, in this Section 5.12 shall form and substance reasonably satisfactory to the Administrative Agent: (i) a Mortgage on such property; (ii) evidence that a counterpart of the Mortgage has been recorded in the place necessary, in the Administrative Agent’s reasonable judgment, to create a valid and enforceable first priority Lien in favor of the Administrative Agent for the benefit of itself and the Secured Parties, subject to Permitted Encumbrances; (iii) ALTA or other mortgagee’s title policy; (iv) an ALTA survey prepared and certified to the Administrative Agent by a surveyor reasonably acceptable to the Administrative Agent; (v) an opinion of counsel in the state in which such real property is located in form and substance and from counsel reasonably satisfactory to the Administrative Agent; (vi) if any such parcel of real property is determined by the Administrative Agent to be in a flood zone, a flood notification form signed by the Borrower and evidence that flood insurance is in place for the building and contents, all in form and substance satisfactory to the Administrative Agent; (vii) if reasonably required by the Administrative Agent, a current appraisal of the real property prepared by an appraiser reasonably acceptable to the Administrative Agent, and in form and substance reasonably satisfactory to the Administrative Agent; (viii) if required by the Administrative Agent, an environmental assessment of the real property prepared by an environmental engineer reasonably acceptable to the Administrative Agent, and accompanied by such reports, certificates, studies or data as Administrative Agent may reasonably require, which shall all be in form and substance reasonably satisfactory to the Loan Documents shall not contain any requirements Administrative Agent; and (ix) such other information, documentation, and certifications as to, may be reasonably required by the creation or perfection of pledges of or security interests in, or the obtaining of title insurance, surveys, abstracts or appraisals or taking other actions with respect to any Excluded PropertyAdministrative Agent. (e) If any material assets (including any real property or improvements thereto having a fair market value in excess of $1,000,000 or any interest therein) are acquired by any Loan Party after the Effective Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien in favor of under the Security Agreement upon acquisition thereof), the Borrower will (i) notify the Administrative Agent and the Lenders thereof, and, if requested by the Administrative Agent or the Required Lenders, cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) take, and cause each applicable Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of the Loan Parties. (f) Notwithstanding any other provision to the contrary, nothing in this Section 5.12 shall require, and the Loan Documents shall not contain any requirements as to, the creation or perfection of pledges of or security interests in any Excluded Property. (g) No actions shall be required to create any security interests in any assets or to perfect such security interests other than in the United States (it being understood that there shall be no security agreement or pledge agreement governed under the Laws of any non-U.S. jurisdiction).

Additional Collateral; Further Assurances. (a) Subject to applicable Requirements of LawLegal Requirements, each Loan Party will cause (i) each of its domestic Restricted Subsidiaries (other than any Excluded Subsidiary) Subsidiary formed or acquired after the date of this Agreement and (ii) any Subsidiary that ceases to be an Excluded Subsidiary at any time, in each case to become a Loan Party by executing a Joinder Agreement joinder agreement in substantially form satisfactory to the form of Exhibit E. Lender. In connection therewith, the Lender shall have received all documentation and other information regarding such newly formed or acquired subsidiaries as may be required to comply with the applicable “know your customer” rules and regulations, including the Patriot Act. Upon execution and delivery thereof, each such Person (ia) shall automatically become a Loan Guarantor hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (iib) will grant Liens to the Administrative Agent, for the benefit of the Administrative Agent and the Lenders, Lender in any property of such Loan Party which constitutes is intended to constitute Collateral. (b) . Each Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each of its domestic Restricted Subsidiaries (other than a Disregarded Domestic Subsidiary) and (ii) 65% of the issued and outstanding Equity Interests entitled to vote and 100% of the issued and outstanding Equity Interests not entitled to vote in each foreign Restricted Subsidiary and Disregarded Domestic Subsidiary directly owned by the Borrower or any domestic Restricted Subsidiary that is not a Disregarded Domestic Subsidiary subsidiaries to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent for the benefit of the Administrative Agent and the Lenders, Lender pursuant to the terms and conditions of the Loan Documents or other security documents as the Administrative Agent Lender shall reasonably request. (c) The Borrower will cause Holdings to pledge and grant a first priority, perfected Lien in favor of the Administrative Agent in 100% of the issued and outstanding Equity Interests of the Borrower. (d) . Without limiting the foregoing, each Loan Party will, and will cause each Restricted Subsidiary subsidiary to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent Lender such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.012.6, as applicable), which may be required by law any Legal Requirement or which the Administrative Agent Lender may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure ensure‌ perfection and priority of the Liens created or intended to be created by the Collateral Loan Documents, all in form and substance reasonably satisfactory to the Lender and all at the expense of the Loan Parties. Nothing in this Section 5.12 shall require, and the Loan Documents shall not contain any requirements as to, the creation or perfection of pledges of or security interests in, or the obtaining of title insurance, surveys, abstracts or appraisals or taking other actions with respect to any Excluded Property. (e) If any material assets (including any real property Real Property or improvements thereto having a fair market value in excess of $1,000,000 Improvements thereon or any interest therein) are acquired by any Loan Party after the Effective Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien in favor of under the Security Agreement upon acquisition thereof), the Borrower Loan Parties will (i) notify the Administrative Agent and the Lenders thereofLender, and, if requested by the Administrative Agent or the Required LendersLender, cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) take, and cause each applicable Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent Lender to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of the Loan Parties. (f) Notwithstanding any other provision to the contrary, nothing in this Section 5.12 shall require, and the Loan Documents shall not contain any requirements as to, the creation or perfection of pledges of or security interests in any Excluded Property. (g) No actions shall be required to create any security interests in any assets or to perfect such security interests other than in the United States (it being understood that there shall be no security agreement or pledge agreement governed under the Laws of any non-U.S. jurisdiction).

Additional Collateral; Further Assurances. (a) Subject to applicable Requirements of Lawlaw, the Borrower and each Subsidiary that is a Loan Party will shall cause each of its domestic Restricted Subsidiaries (other than any Excluded Subsidiary) formed or acquired after the date of this Agreement in accordance with the terms of this Agreement to become a Loan Party by executing a the Joinder Agreement in substantially set forth as Exhibit E hereto (the form of Exhibit E. “Joinder Agreement”). Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the Administrative Agent, for the benefit of the Administrative Agent and the Lenders, in any property of such Loan Party which constitutes Collateral, including any parcel of real property having a value (together with improvements thereof) of at least $500,000 located in the U.S. owned by any Loan Party. (b) Each The Borrower and each Subsidiary that is a Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each of its domestic Restricted Subsidiaries (other than a Disregarded Domestic Subsidiary) and (ii) 6566% of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2) in each foreign Restricted Subsidiary and Disregarded Domestic Subsidiary directly owned by the Borrower or any domestic Restricted Subsidiary that is not a Disregarded Domestic Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent for the benefit of the Administrative Agent and the Lenders, pursuant to the terms and conditions of the Loan Documents or other security documents as the Administrative Agent shall reasonably request. (c) The Borrower will cause Holdings to pledge and grant a first priority, perfected Lien in favor of the Administrative Agent in 100% of the issued and outstanding Equity Interests of the Borrower. (d) Without limiting the foregoing, each Loan Party will, and will cause each Restricted Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Loan Parties. Nothing in this Section 5.12 shall require, and the Loan Documents shall not contain any requirements as to, the creation or perfection of pledges of or security interests in, or the obtaining of title insurance, surveys, abstracts or appraisals or taking other actions with respect to any Excluded Property. (ed) If any material assets (including any real property or improvements thereto having a fair market value in excess of $1,000,000 or any interest therein) are acquired by the Borrower or any Subsidiary that is a Loan Party after the Effective Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien in favor of the Security Agreement upon acquisition thereof), the Borrower will (i) notify the Administrative Agent and the Lenders thereof, and, if requested by the Administrative Agent or the Required Lenders, the Borrower will cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) will take, and cause each applicable the Subsidiary Loan Party Parties to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of the Loan Parties. (fe) Notwithstanding With respect to any interest in any vessel having a value of at least $500,000 acquired after the Closing Date by any the Borrower or any of its Subsidiaries (other provision than (x) any such vessel subject to a Lien expressly permitted by Section 6.02(g) and (y) any vessel acquired by any foreign Subsidiary), promptly (i) execute and deliver a Vessel Mortgage, in favor of the Administrative Agent, for its benefit and the Lenders, covering such vessel and such other documentation related thereto as requested by the Administrative Agent and (ii) if requested by the Administrative Agent, deliver to the contraryAdministrative Agent legal opinions relating to the matters described above, nothing which opinions shall be in this Section 5.12 shall requireform and substance, and from counsel, reasonably satisfactory to the Loan Documents shall not contain any requirements as to, the creation or perfection of pledges of or security interests in any Excluded PropertyAdministrative Agent. (g) No actions shall be required to create any security interests in any assets or to perfect such security interests other than in the United States (it being understood that there shall be no security agreement or pledge agreement governed under the Laws of any non-U.S. jurisdiction).

Additional Collateral; Further Assurances. (a) Subject to applicable Requirements of Lawlaw, (y) each Loan Party will Borrower and each Subsidiary shall cause each of its domestic Restricted Domestic Subsidiaries (other than any Excluded Subsidiary) formed or acquired after the date of this Agreement in accordance with the terms of this Agreement, and (z) Holdings shall cause each of its Line of Business Subsidiaries formed or acquired or otherwise existing after the date of this Agreement, to become a Loan Party by executing a the Joinder Agreement in substantially set forth as Exhibit E hereto (the form of Exhibit E. “Joinder Agreement”). Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the Administrative Agent, for the benefit of the Administrative Agent and the Lenders, in any property of such Loan Party which constitutes Collateral. (b) Each Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each of its domestic Restricted Subsidiaries (other than a Disregarded Domestic Subsidiary) and (ii) 65% of the issued and outstanding Equity Interests entitled to vote and 100% of the issued and outstanding Equity Interests not entitled to vote in each foreign Restricted Subsidiary and Disregarded Domestic Subsidiary directly owned by the Borrower or any domestic Restricted Subsidiary that is not a Disregarded Domestic Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent for the benefit of the Administrative Agent and the Lenders, pursuant to the terms and conditions of the Loan Documents or other security documents as the Administrative Agent shall reasonably request.[Reserved] (c) The Borrower will cause Holdings to pledge and grant a first priority, perfected Lien in favor of the Administrative Agent in 100% of the issued and outstanding Equity Interests of the Borrower. (d) Without limiting the foregoing, each Loan Party will, and will cause each Restricted Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust statements and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Loan Parties. Nothing Notwithstanding the foregoing or anything to the contrary set forth herein or in this Section 5.12 shall requireany Loan Document, at any time after an Event of Default has occurred and is continuing, at the option of the Administrative Agent, each Loan Documents shall not contain any requirements as toParty will, upon the creation or perfection request of pledges the Administrative Agent, cause each Foreign Subsidiary to become a Loan Party and a Loan Guarantor and to grant Liens to the Administrative Agent on its assets and have all of or security interests in, or its stock pledged to the obtaining of title insurance, surveys, abstracts or appraisals or taking other actions with respect to any Excluded PropertyAdministrative Agent. (ed) If any material assets (including any real property or improvements thereto having a fair market value in excess of $1,000,000 or any interest therein) are acquired by any Loan Party after the Effective Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien in favor of the Security Agreement upon acquisition thereof), the Borrower will (i) notify the Administrative Agent and the Lenders thereof, and, if requested by the Administrative Agent or the Required Lenders, cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) take, and cause each applicable Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of the Loan Parties. (f) Notwithstanding any other provision to the contrary, nothing in this Section 5.12 shall require, and the Loan Documents shall not contain any requirements as to, the creation or perfection of pledges of or security interests in any Excluded Property. (g) No actions shall be required to create any security interests in any assets or to perfect such security interests other than in the United States (it being understood that there shall be no security agreement or pledge agreement governed under the Laws of any non-U.S. jurisdiction).[Reserved]

Additional Collateral; Further Assurances. (a) Subject to applicable Requirements of Lawlaw, each Loan Party will shall cause each of its domestic Restricted Subsidiaries (other than any Excluded Subsidiarysuch domestic Subsidiaries having less than $10,000 of assets) formed or acquired after the date of this Agreement in accordance with the terms of this Agreement to become a Loan Party by executing a the Joinder Agreement in substantially set forth as Exhibit E hereto (the form of Exhibit E. “Joinder Agreement”). Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the Administrative Agent, for the benefit of the Administrative Agent and the LendersSecured Creditors, in any property of such Loan Party which constitutes Collateral. (b) Each Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each of its domestic Restricted Subsidiaries (other than a Disregarded Domestic Subsidiary) and (ii) 65% of the issued and outstanding Equity Interests entitled to vote and 100% of the issued and outstanding Equity Interests not entitled to vote in each foreign Restricted Subsidiary and Disregarded Domestic Subsidiary directly owned by the Borrower or any domestic Restricted Subsidiary that is not a Disregarded Domestic Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent for the benefit of the Administrative Agent and the Lenders, pursuant to the terms and conditions of the Loan Documents or other security documents as the Administrative Agent shall reasonably request. (c) The Borrower will cause Holdings to pledge and grant a first priority, perfected Lien in favor of the Administrative Agent in 100% of the issued and outstanding Equity Interests of the Borrower. (d) Without limiting the foregoing, each Loan Party will, and will cause each Restricted Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Loan Parties. Nothing in this Section 5.12 shall require, and the Loan Documents shall not contain any requirements as to, the creation or perfection of pledges of or security interests in, or the obtaining of title insurance, surveys, abstracts or appraisals or taking other actions with respect to any Excluded Property. (ec) If at any material assets (including any real property or improvements thereto having a fair market value in excess of $1,000,000 or any interest therein) are acquired time Availability shall fall below the Changeover Amount, then the Loan Parties shall promptly take the actions prescribed by any Loan Party after the Effective Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien establish cash dominion in favor of the Security Agreement upon acquisition thereof), the Borrower will (i) notify the Administrative Agent and the Lenders thereof, and, if requested by the Administrative Agent or the Required Lenders, cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) take, and cause each applicable Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of over the Loan Parties. (f) Notwithstanding any other provision to the contrary, nothing in this Section 5.12 shall require, ’ cash and the Loan Documents shall not contain any requirements as to, the creation or perfection of pledges of or security interests in any Excluded Property. (g) No actions shall be required to create any security interests in any assets or to perfect such security interests other than in the United States (it being understood that there shall be no security agreement or pledge agreement governed under the Laws of any non-U.S. jurisdiction).Investment Property that

Additional Collateral; Further Assurances. (a) Subject to applicable Requirements of Law, each Loan Party will cause each of its domestic Restricted Domestic Subsidiaries (other than any Excluded Subsidiary) formed or acquired after the date of this Agreement promptly to become a Loan Party by executing a Joinder Agreement in substantially the form of Exhibit E. Agreement. Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the Administrative AgentLender, for the benefit of the Administrative Agent and the LendersSecured Parties, in any property of such Loan Party which constitutes Collateral, including any parcel of real property located in the U.S. owned by any Loan Party with a fair market value greater than $250,000. (b) Each Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each of its domestic Restricted Domestic Subsidiaries (other than a Disregarded Domestic Subsidiary) and (ii) 65% (or such higher percentage that would not result in a material adverse tax consequence for the Borrowers) of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each foreign Restricted Subsidiary and Disregarded Domestic Foreign Subsidiary directly owned by the any Borrower or any domestic Restricted Subsidiary that is not a Disregarded Domestic Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent Lender, for the benefit of the Administrative Agent and the LendersSecured Parties, pursuant to the terms and conditions of the Loan Documents or other security documents as the Administrative Agent Lender shall reasonably request. (c) The Borrower will cause Holdings to pledge and grant a first priority, perfected Lien in favor of the Administrative Agent in 100% of the issued and outstanding Equity Interests of the Borrower. (d) Without limiting the foregoing, each Loan Party will, and will cause each Restricted Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent Lender such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law any Requirement of Law or which the Administrative Agent Lender may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Loan Parties. Nothing in this Section 5.12 shall require, and the Loan Documents shall not contain any requirements as to, the creation or perfection of pledges of or security interests in, or the obtaining of title insurance, surveys, abstracts or appraisals or taking other actions with respect to any Excluded Property. (ed) If any material assets (including any real property or improvements thereto having a fair market value in excess of $1,000,000 or any interest therein) are acquired by any Loan Party after the Effective Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien in favor of under the Security Agreement upon acquisition thereof), the Borrower Borrowers will (i) notify the Administrative Agent and the Lenders thereof, Lender and, if requested by the Administrative Agent or the Required LendersLender, cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) take, and cause each applicable Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent Lender to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of the Loan Parties. (fe) Notwithstanding If any material assets (including any real property or improvements thereto or any interest therein located in the U.S. with a fair market value greater than $250,000) are acquired by any Loan Party after the Effective Date (other provision than assets constituting Collateral under the Security Agreement that become subject to the contraryLien under the Security Agreement upon acquisition thereof), nothing in this Section 5.12 shall requirethe Borrowers will (i) notify the Lender and, if requested by the Lender, cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) take, and cause each applicable Loan Party to take, such actions as shall be necessary or reasonably requested by the Lender to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of the Loan Documents shall not contain any requirements as to, the creation or perfection of pledges of or security interests in any Excluded PropertyParties. (g) No actions shall be required to create any security interests in any assets or to perfect such security interests other than in the United States (it being understood that there shall be no security agreement or pledge agreement governed under the Laws of any non-U.S. jurisdiction).

Additional Collateral; Further Assurances. (a) Subject to applicable Requirements of Lawlaw, each Loan Party will shall, except as otherwise permitted hereunder (i) cause each Subsidiary of the Company (other than a Foreign Subsidiary and other than an Excluded Subsidiary or an Excluded Domestic Loan Party or a Designated Subsidiary) to become or remain a Loan Party and a Guarantor of all of the Obligations and (ii) cause each of its domestic Restricted Subsidiaries (other than any a Foreign Subsidiary or an Excluded SubsidiaryDomestic Loan Party) formed or acquired after the date of this Agreement in accordance with the terms of this Agreement to become a Loan Party by executing a the Joinder Agreement in substantially set forth as Exhibit B hereto (the form of Exhibit E. “Joinder Agreement”). Upon execution and delivery thereof, each such Person (i) shall automatically become a Domestic Loan Guarantor hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents Documents. (b) Each Canadian Loan Party now or hereafter formed or acquired shall guaranty the Foreign Obligations pursuant to a Joinder Agreement or a separate Loan Guaranty and (ii) will grant Liens to the Administrative Canadian Agent, for the benefit of the Administrative Canadian Agent and the Canadian Revolving Lenders, in any property of such Canadian Loan Party which constitutes Collateral, excluding Real Property. Each European Loan Party now or hereafter formed or acquired shall guaranty the Foreign Obligations pursuant to a Joinder Agreement or a separate Loan Guaranty and grant Liens to the European Agent, for the benefit of the European Agent and the European Revolving Lenders, in any property of such European Loan Party which constitutes Collateral, excluding Real Property. (bc) Holdings will cause 100% of the issued and outstanding Equity Interests of the Company to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent pursuant to the terms and conditions of the Loan Documents or other security documents as the Administrative Agent shall reasonably request. Each Borrower and each Subsidiary that is a Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each of its domestic Restricted Subsidiaries (Domestic Subsidiaries, other than a Disregarded Excluded Domestic SubsidiaryLoan Parties, (and all other Subsidiaries in the case of Equity Interests owned by (A) the Canadian Borrower and each of its Subsidiaries, but not in support of the Domestic Obligations, (B) any European Borrower and each of their respective Subsidiaries, but not in support of the Domestic Obligations) and (ii) 65% of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each foreign Restricted Subsidiary and Disregarded Domestic Subsidiary CFC or CFC Holdco directly owned by the Borrower Company or by any domestic Restricted Subsidiary that is not a Disregarded of its Domestic Subsidiary Subsidiaries to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent for the benefit of the Administrative Agent and the Lenders, pursuant to the terms and conditions of the Loan Documents or other security documents as the Administrative Agent shall reasonably request. (c) The Borrower will cause Holdings to pledge and grant a first priority, perfected Lien in favor of the Administrative Agent in 100% of the issued and outstanding Equity Interests of the Borrower. (d) Without limiting the foregoing, each Loan Party will, and will cause each Restricted Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust filings and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Loan Parties. Nothing in this Section 5.12 shall require, and the Loan Documents shall not contain any requirements as to, the creation or perfection of pledges of or security interests in, or the obtaining of title insurance, surveys, abstracts or appraisals or taking other actions with respect to any Excluded Property. (e) If any material assets (including excluding any real property Real Property or improvements thereto having a fair market value interests therein, which are addressed in excess of $1,000,000 or any interest thereinSection 5.16) are acquired by any Loan Party after the Effective Date (other than assets constituting Collateral under the Security Agreement Agreements that become subject to the Lien in favor of under the Security Agreement Agreements upon acquisition thereof), the Borrower Representative will (i) notify the Administrative Agent and the Lenders thereof, and, if requested by the Administrative Agent or the Required Lenders, subject to Section 9.21, the Borrowers will cause such assets to be subjected to a Lien securing the Secured Obligations, the Canadian Obligations and/or the European Obligations, as applicable, and (ii) will take, and cause each applicable the other Loan Party Parties to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in paragraph (cd) of this Section, all at the expense of the Loan Parties. (f) Notwithstanding any other provision to the contrary, nothing in this Section 5.12 shall require, and the Loan Documents shall not contain any requirements as to, the creation or perfection of pledges of or security interests in any Excluded Property. (g) No actions shall be required to create any security interests in any assets or to perfect such security interests other than in the United States (it being understood that there shall be no security agreement or pledge agreement governed under the Laws of any non-U.S. jurisdiction).

Additional Collateral; Further Assurances. (a) Subject to applicable Requirements Requirement of Law, each Loan Party will cause each Subsidiary that is (i) formed, (ii) acquired or (iii) that qualifies independently as, or is designated by the Borrower or the Administrative Agent as a Material Domestic Subsidiary pursuant to the definition of its domestic Restricted Subsidiaries (other than any Excluded “Material Domestic Subsidiary) formed or acquired ”, in each case after the date of this Agreement to become a Loan Party by executing a Joinder Agreement in substantially the form of Exhibit E. Agreement. Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the Administrative Agent, for the benefit of the Administrative Agent and the Lendersother Secured Parties, in any property of such Loan Party which constitutes Collateral.. 77 (b) Each Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each of its domestic Restricted Domestic Subsidiaries (other than a Disregarded except any Excluded Domestic Subsidiary) and (ii) 65% of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each foreign Restricted Domestic Subsidiary Holding Company and Disregarded Domestic in each Foreign Subsidiary directly owned by the Borrower or any domestic Restricted Loan Party (except any such Foreign Subsidiary that is not owned by a Disregarded Domestic Subsidiary Holding Company) to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent Agent, for the benefit of the Administrative Agent and the Lendersother Secured Parties, pursuant to the terms and conditions of the Loan Documents or other security documents as the Administrative Agent shall reasonably request. Each Domestic Subsidiary Holding Company that is a Loan Party will cause 100% of the issued and outstanding Equity Interests of each of its Domestic Subsidiaries (except any Excluded Domestic Subsidiary) to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent, for the benefit of the Administrative Agent and the other Secured Parties, pursuant to the terms and conditions of the Loan Documents or other security documents as the Administrative Agent shall reasonably request. (c) The Borrower will cause Holdings to pledge and grant a first priority, perfected Lien in favor of the Administrative Agent in 100% of the issued and outstanding Equity Interests of the Borrower. (d) Without limiting the foregoing, each Loan Party will, and will cause each Restricted Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law any Requirement of Law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all in form and substance reasonably satisfactory to the Administrative Agent and all at the expense of the Loan Parties. Nothing in this Section 5.12 shall require, and the Loan Documents shall not contain any requirements as to, the creation or perfection of pledges of or security interests in, or the obtaining of title insurance, surveys, abstracts or appraisals or taking other actions with respect to any Excluded Property. (ed) If any material assets (including excluding any real property or improvements thereto having a fair market value in excess of $1,000,000 or any interest therein) are acquired by any Loan Party after the Effective Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien in favor of under the Security Agreement upon acquisition thereof), the Borrower will (i) notify the Administrative Agent and the Lenders thereof, and, if requested by the Administrative Agent or the Required Lenders, cause such assets (other than with respect to any real property or improvements thereto or any interest therein) to be subjected to a Lien securing the Secured Obligations and (ii) take, and cause each applicable Loan Party to take, such actions (other than with respect to any real property or improvements thereto or any interest therein) as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in paragraph clause (c) of this Section, all at the expense of the Loan Parties. (f) Notwithstanding any other provision to the contrary, nothing in this Section 5.12 shall require, and the Loan Documents shall not contain any requirements as to, the creation or perfection of pledges of or security interests in any Excluded Property. (g) No actions shall be required to create any security interests in any assets or to perfect such security interests other than in the United States (it being understood that there shall be no security agreement or pledge agreement governed under the Laws of any non-U.S. jurisdiction).

Additional Collateral; Further Assurances. (a1) Subject to applicable Requirements of Law, each Loan Obligated Party will shall cause each any Subsidiary of its domestic Restricted Subsidiaries (other than any Excluded Subsidiary) formed or acquired after the date Parent which is required to become an Obligated Party pursuant to the terms of this Agreement to, upon the request of the Agent, (i) grant Liens to become the Agent, for the benefit of the Agent and the Lenders, pursuant to such documents as the Agent may reasonably deem necessary and deliver such property, documents, and instruments as the Agent may request to perfect the Liens of the Agent in the Collateral of such Subsidiary (ii) execute a Loan Party Guaranty of the Obligations pursuant to Section 7.29, in form and substance satisfactory to the Agent, and (iii) in connection with the foregoing requirements, or either of them, deliver to the Agent all items of the type required by executing a Joinder Agreement in substantially the form of Exhibit E. Section 8.1(a) (as applicable). Upon execution and delivery thereofof such Loan Documents and other instruments, each certificates, and agreements, such Person (i) Subsidiary shall automatically become a Loan Borrower and a Guarantor, or a Guarantor (but not a Borrower), as applicable, hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the Administrative Agent, for the benefit of the Administrative Agent and the Lenders, in any property of such Loan Party which constitutes CollateralDocuments. (b) Each Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each of its domestic Restricted Subsidiaries (other than a Disregarded Domestic Subsidiary) and (ii) 65% of the issued and outstanding Equity Interests entitled to vote and 100% of the issued and outstanding Equity Interests not entitled to vote in each foreign Restricted Subsidiary and Disregarded Domestic Subsidiary directly owned by the Borrower or any domestic Restricted Subsidiary that is not a Disregarded Domestic Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent for the benefit of the Administrative Agent and the Lenders, pursuant to the terms and conditions of the Loan Documents or other security documents as the Administrative Agent shall reasonably request. (c) The Borrower will cause Holdings to pledge and grant a first priority, perfected Lien in favor of the Administrative Agent in 100% of the issued and outstanding Equity Interests of the Borrower. (d2) Without limiting the foregoing, each Loan Obligated Party willshall, and will shall cause each Restricted Subsidiary of the Parent's Subsidiaries which is required to become an Obligated Party pursuant to the terms of this Agreement to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements documents and instrumentsagreements, and will shall take or cause to be taken such further actions (including as the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and Documents. (3) Upon the Agent's request, each Obligated Party will deliver to ensure perfection and priority of the Liens created or intended to be created by Agent the Collateral Documents, all at the expense of the Loan Parties. Nothing in this Section 5.12 shall require, and the Loan Documents shall not contain any requirements as to, the creation or perfection of pledges of or security interests in, or the obtaining of title insurance, surveys, abstracts or appraisals or taking other actions following with respect to each parcel of Real Estate owned by any Excluded Property.Obligated Party: (e1) If any material assets a Mortgage in proper form for recording in the jurisdiction in which such Real Estate covered thereby is located; (including any real property 2) ALTA or improvements thereto having a fair market value other mortgagee's title policies, in excess of $1,000,000 or any interest therein) are acquired by any Loan Party after form and substance satisfactory to the Effective Date (other than assets constituting Collateral under Agent, with respect to the Security Agreement that become Real Estate subject to the Lien Mortgages; (3) an environmental site assessment, in favor compliance with applicable Requirements of Law, prepared by a credentialed environmental consultant acceptable to the Security Agreement upon acquisition thereof)Agent; (4) a boundary survey prepared and certified to the Agent by a credentialed surveyor acceptable to the Agent; and (5) such other information, documentation, and certifications, in form and substance satisfactory to the Borrower will (i) notify the Administrative Agent and the Lenders thereofAgent, and, if requested as may be required by the Administrative Agent or the Required Lenders, cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) take, and cause each applicable Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of the Loan PartiesAgent. (f) Notwithstanding any other provision to the contrary, nothing in this Section 5.12 shall require, and the Loan Documents shall not contain any requirements as to, the creation or perfection of pledges of or security interests in any Excluded Property. (g) No actions shall be required to create any security interests in any assets or to perfect such security interests other than in the United States (it being understood that there shall be no security agreement or pledge agreement governed under the Laws of any non-U.S. jurisdiction).

Additional Collateral; Further Assurances. (a) Subject to applicable Requirements of Law, each Loan Party will shall cause each of its domestic Restricted Significant Subsidiaries (other than any Excluded Subsidiary) formed or acquired after the date of this Agreement to become a Loan Party by executing a Joinder; provided that subject to compliance with the terms of Section 5.18(b), ▇▇ ▇▇▇▇▇▇▇ shall execute and deliver a Joinder Agreement in substantially the form of Exhibit E. no later than April 16, 2021. Upon execution and delivery thereofof a Joinder, each such Person (i) if intended to become a Borrower, shall automatically become a Loan Guarantor Borrower hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the Administrative Agent, Agent (for the benefit of the Administrative Agent Lender Group and the Lenders, Bank Product Providers ) in any property of such Loan Party which constitutes Collateral. Notwithstanding the foregoing, if a Subsidiary is acquired through a Permitted Acquisition such Subsidiary shall not be required to become a Loan Party so long as KAC delivers notice to Agent prior to the Permitted Acquisition that such acquired Subsidiary would not become a Loan Party; provided, that each Subsidiary so acquired that does not become a Loan Party shall not be included in the calculation of the Fixed Charge Coverage Ratio for any period if such Subsidiary, together with all other Subsidiaries that are not Loan Parties, account for greater than 15% of the consolidated EBITDA of KAC and its Subsidiaries for such period. (b) Each Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each of its domestic Restricted Subsidiaries (other than a Disregarded Domestic Subsidiary) and (ii) 65% of the issued and outstanding Equity Interests entitled to vote and 100% of the issued and outstanding Equity Interests not entitled to vote in each foreign Restricted Subsidiary and Disregarded Domestic Subsidiary directly owned by the Borrower or any domestic Restricted Subsidiary that is not a Disregarded Domestic Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent for the benefit of the Administrative Agent and the Lenders, pursuant to the terms and conditions of the Loan Documents or other security documents as the Administrative Agent shall reasonably request. (c) The Borrower will cause Holdings to pledge and grant a first priority, perfected Lien in favor of the Administrative Agent in 100% of the issued and outstanding Equity Interests of the Borrower. (d) Without limiting the foregoing, each Loan Party will, and will cause each Restricted Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instrumentsinstruments (including policies of title insurance, flood certification documentation or other documentation with respect to all Real Property owned in fee and subject to a Mortgage), and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust statements and other documents and such other actions or deliveries of the type required by Section 4.013.1, as applicable), which may be required by law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Loan Documents, all at the expense of the Loan Parties. Nothing Borrowers. (c) Notwithstanding anything to the contrary contained in this Agreement (including this Section 5.12 shall require5.14) or in any other Loan Document, and the Loan Documents (i) Agent shall not contain accept delivery of any requirements Mortgage from any Loan Party unless each of the Lenders has received 45 days’ prior written notice thereof and Agent has received confirmation from each Lender that such Lender has completed its flood insurance diligence, has received copies of all flood insurance documentation and has confirmed that flood insurance compliance has been completed as to, required by the creation Flood Laws or perfection as otherwise satisfactory to such Lender and (ii) Agent shall not accept delivery of pledges of or security interests in, or the obtaining of title insurance, surveys, abstracts or appraisals or taking other actions any joinder to any Loan Document with respect to any Excluded PropertySubsidiary of any Loan Party that is not a Loan Party, if such Subsidiary that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation unless such Subsidiary has delivered a Beneficial Ownership Certification in relation to such Subsidiary and Agent has completed its Patriot Act searches, OFAC/PEP searches and customary individual background checks for such Subsidiary, the results of which shall be satisfactory to Agent. (ed) If any material assets (including any real property Any document, agreement, or improvements thereto having a fair market value in excess of $1,000,000 instrument executed or any interest therein) are acquired by any Loan Party after the Effective Date (other than assets constituting Collateral under the Security Agreement that become subject issued pursuant to the Lien in favor of the Security Agreement upon acquisition thereof), the Borrower will (i) notify the Administrative Agent and the Lenders thereof, and, if requested by the Administrative Agent or the Required Lenders, cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) take, and cause each applicable Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of the Loan Parties. (f) Notwithstanding any other provision to the contrary, nothing in this Section 5.12 5.14 shall require, and the constitute a Loan Documents shall not contain any requirements as to, the creation or perfection of pledges of or security interests in any Excluded PropertyDocument. (g) No actions shall be required to create any security interests in any assets or to perfect such security interests other than in the United States (it being understood that there shall be no security agreement or pledge agreement governed under the Laws of any non-U.S. jurisdiction).