Common use of Additional Collateral; Further Assurances Clause in Contracts

Additional Collateral; Further Assurances. (a) Subject to applicable law, each Borrower and each Subsidiary that is a Loan Party shall, unless the Lender otherwise consents, cause each of its Domestic 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 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 Lender in any property of such Loan Party which constitutes Collateral. (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 Subsidiaries 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 Subsidiary directly owned by each Borrower or any Domestic Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Lender pursuant to the terms and conditions of the Loan Documents or other security documents as the Lender shall reasonably request. (c) Without limiting the foregoing, each Loan Party will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to the 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 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 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.

Additional Collateral; Further Assurances. (a) Subject to applicable lawRequirements of Law, each Borrower and each Subsidiary that is a Loan Party shall, unless the Lender otherwise consents, will cause each of its Domestic 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 Joinder Agreement. Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor hereunder (if such Subsidiary is a domestic Subsidiary) 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 Lender (if such Subsidiary is a domestic Subsidiary), for the benefit of the 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 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 domestic Subsidiaries and (ii) 65% of the issued and outstanding Equity Interests of the UK Subsidiary and each of its other foreign Subsidiaries, (or such greater percentage that, due to a change in applicable law after the date hereofhereof and which will not have a Material Adverse Effect, (1) could not reasonably be expected to cause the undistributed earnings of such Foreign foreign Subsidiary as determined for U.S. federal income tax purposes to be treated as a deemed dividend to such Foreign 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 foreign Subsidiary directly owned by each the Borrower or any Domestic domestic Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Lender Lender, for the benefit of the Secured Parties, pursuant to the terms and conditions of the Loan Documents or other security documents as the Lender shall reasonably request. (c) Without limiting the foregoing, each Loan Party will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to the 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 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 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. (d) If any material assets (including any real property or improvements thereto 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 under the Security Agreement upon acquisition thereof), the Borrower 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 Parties.

Additional Collateral; Further Assurances. (a) Subject to applicable lawRequirement of Law, each the Borrower and each Restricted Subsidiary that is a Loan Party shall, unless the Lender otherwise consents, will cause each of its Domestic Subsidiaries formed or acquired after the date of this Agreement Signing Date in accordance with the terms of this Agreement to become a Loan Party by executing a 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, duties and obligations in such capacity under the Loan Documents and (ii) on and after the Closing Date, will grant Liens to the Lender Administrative Agent, for the benefit of the Administrative Agent, the Lenders and the other 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 Restricted Subsidiary that is a Loan Party will cause (i) 100i)100% of the issued and outstanding Equity Interests of each of its Domestic Subsidiaries and (ii) 65% (or such greater percentage that, due to a change in applicable law after the date hereofSigning Date, (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 Subsidiary directly owned by each the Borrower or any Domestic Subsidiary that is a Restricted Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Lender Administrative Agent pursuant to the terms and conditions of the Loan Documents or such other security documents as the Lender Administrative Agent shall reasonably request. (c) 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 Lender 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 filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01Sections 4.01 and 4.02, as applicable), which may be required by law any Requirement of Law or which the Lender 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. (d) If any material assets (including any real property or improvements thereto or any interest therein) are acquired by the Borrower or any Restricted Subsidiary that is a Loan Party after the Closing Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien 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 Restricted 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. (e) Without limiting the generality of the foregoing, each Loan Party shall deliver Mortgages and Mortgage Instruments with respect to real property of such Loan Party that constitutes Collateral to the extent, and within such time period as is, reasonably required by the Administrative Agent. Notwithstanding the foregoing, no Mortgages or Mortgage Instruments are required to be delivered hereunder until the date that occurs sixty (60) days after the Closing Date (or such later date as the Administrative Agent may agree to in its sole discretion).

Additional Collateral; Further Assurances. (a) Subject to applicable law, each the Borrower and each Subsidiary that is a Loan Party shall, unless the Lender otherwise consents, shall cause each of its Domestic Subsidiaries Subsidiary that would constitute a Loan Guarantor 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"). 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 Lender Administrative Agent, for the benefit of the Secured Creditors, in any property of such Loan Party which constitutes Collateral, including any parcel of real property located in the U.S. or Canada 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 Subsidiaries and its Canadian Subsidiaries 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 '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 Material Foreign Subsidiary directly owned by each Borrower or any Domestic Subsidiary Loan Party to be subject at all times to a first priority, perfected Lien in favor of the Lender Administrative Agent pursuant to the terms and conditions of the Loan Documents or other security documents as the Lender Administrative Agent shall reasonably request. (c) Without limiting the foregoing, each Loan Party will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Lender 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 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 Lender 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 DocumentsDocuments or requested by Administrative Agent, all at the expense of the Loan Parties. (d) If any material assets (including any real property or improvements thereto 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 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 will take, and cause the Subsidiary Loan 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.

Additional Collateral; Further Assurances. (a) Subject to applicable law, each Borrower and each Subsidiary that is a Loan Party shall, unless the Lender Required Lenders otherwise consentsconsent, (i) cause each of its Domestic Subsidiaries (excluding any Foreign Subsidiary) to become or remain a Borrower (unless otherwise permitted by Agent in its sole discretion) and (ii) cause each of its Subsidiaries (excluding any Foreign Subsidiary) formed or acquired after the date of this Agreement Closing Date in accordance with the terms of this Agreement to become a party to this Agreement by executing the Joinder Agreement set forth as Exhibit F hereto (the "Joinder Agreement"). (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 Agreementany Loan Party, and (ii) in connection with the foregoing requirements, or either of 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 Lender in any property of such Loan Party which constitutes CollateralDocuments. (bc) Each Borrower and each Subsidiary that is a Loan Party will cause (i) 100% of the issued and outstanding Equity Interests Capital Stock of each of its Domestic Subsidiaries 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 '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. Section 1.956956-2(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. Section 1.956956-2(c)(2)) in each Foreign Subsidiary directly owned by each Borrower such Loan Party or any Domestic Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Lender Agent pursuant to the terms and conditions of the Loan Documents or other security documents as the Lender Agent shall reasonably request. (cd) Without limiting the foregoing, each Loan Party willshall, and will shall cause each Subsidiary of the Loan Parties' 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 Lender Agent such documents, agreements documents and instrumentsagreements, and will shall take or cause to be A&R CREDIT AGREEMENT taken such further actions (including as the filing and recording of financing statements, fixture 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 Lender Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents Documents. (e) Notwithstanding the foregoing, at any time after a Default has occurred, each Loan Party shall, upon the request of the Agent, cause each Foreign Subsidiary to become a Loan Party and a Guarantor and to ensure perfection grant Liens to the Agent on its assets and priority have the balance of its stock pledged to the Liens created or intended to be created by the Collateral Documents, all at the expense of the Loan PartiesAgent.

Additional Collateral; Further Assurances. (a) Subject to applicable law, each Borrower SYXGIC and each Subsidiary that is a other Loan Party shall, unless the Lender otherwise consents, shall cause each of its Domestic Subsidiaries (if organized under the laws of any of the fifty States of the U.S.) formed or acquired after the date of this Agreement Third Restatement 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”). 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 Lender Administrative Agent, for the benefit of the Administrative Agent and the other 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 Borrower SYXGIC and each Subsidiary that is a other Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each of its Domestic Subsidiaries organized under the laws of any of the fifty States of the U.S. 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 (ii) 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. SYXGIC and each other Loan Party will cause 65% (or such greater percentage that, due to a change in applicable law after the date hereof, (1) could not reasonably be expected 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 (2) could not reasonably be expected 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)) in of each of its Foreign Subsidiary directly owned by each Borrower or any Domestic Subsidiary Subsidiaries to be subject at all times to a first priority, perfected Lien in favor of the Lender Administrative Agent, for the benefit of the Administrative Agent and the other Secured Parties. pursuant to the terms and conditions of the Loan Documents Security Agreement or other security documents governed by the laws of a state of the United States as the Lender Administrative Agent shall reasonably request. (c) Without limiting the foregoing, each Loan Party SYXGIC will, and will cause each Subsidiary of the other Loan Parties to, execute and deliver, or cause to be executed and delivered, to the Lender 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 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 Lender 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. (d) If any material assets (including any Real Property or improvements thereto or any interest therein) are acquired by any Borrower or any Subsidiary thereof that is a Loan Party after the Third Restatement Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien in favor of the Administrative Agent upon acquisition thereof), the applicable Borrower will 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 will take, and cause 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 (b) of this Section, all at the expense of the Loan Parties.

Additional Collateral; Further Assurances. (a) Subject to applicable lawRequirement of Law, each Borrower and each Subsidiary that is a Loan Party shall, unless the Lender otherwise consents, will cause each of its Domestic Subsidiaries formed or acquired after the date of this Agreement in accordance with the terms of this Agreement to become a Borrower or, at such Loan Party Party’s option, a Loan Guarantor, by executing a Joinder Agreement. Upon execution and delivery thereof, each such Person (i) shall automatically become a Borrower or a Loan Guarantor 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 Lender Administrative Agent, for the benefit of the Administrative Agent, the Lenders and the other Secured Parties, in any property of such Borrower or Loan Party Guarantor which constitutes Collateral. (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 Subsidiaries 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 Subsidiary directly owned by each Borrower or any Domestic Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Lender Administrative Agent pursuant to the terms and conditions of the Loan Documents or other security documents as the Lender Administrative Agent shall reasonably request. (c) Without limiting the foregoing, each Loan Party will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Lender 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 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 Lender 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. (d) If any material assets (including any real property or improvements thereto 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 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 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.

Additional Collateral; Further Assurances. (a) Subject to applicable lawRequirements of Law, each Borrower and each Subsidiary that is a Loan Party shall, unless the Lender otherwise consents, will cause each of its Domestic domestic 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 Joinder Agreement. 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 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 Lender Administrative Agent, for the benefit of the Administrative Agent and the other 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 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 domestic Subsidiaries 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 foreign Subsidiary as determined for U.S. federal income tax purposes to be treated as a deemed dividend to such Foreign 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 foreign Subsidiary directly owned by each a Borrower or any Domestic domestic Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Lender 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 Lender Administrative Agent shall reasonably request. (c) Without limiting the foregoing, each Loan Party will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Lender 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 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 Lender 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. Notwithstanding 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 Administrative Agent on its assets and have the balance of its Equity Interests pledged to the Administrative Agent. (d) If any material assets (excluding any Excluded Property but including any owned real property or improvements thereto 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 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, all at the expense of the Loan Parties.

Additional Collateral; Further Assurances. (a) Subject to applicable law, each the Borrower and each Subsidiary that is a Loan Party shall, unless the Lender otherwise consents, shall cause each of its Domestic domestic Subsidiaries formed or acquired after the date of this Agreement in accordance with the terms of this Agreement to become a Loan Party Party, excluding Bluestem SPV and Bluestem Fulfillment, Inc., by executing a the Joinder Agreement set forth as Exhibit E hereto (the “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 Lender 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 Subsidiary that is a Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each of its Domestic domestic Subsidiaries excluding Equity Interests in Bluestem SPV and Bluestem Fulfillment, Inc. 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)) 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 foreign Subsidiary as determined for U.S. federal income tax purposes to be treated as a deemed dividend to such Foreign 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)) consequences 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 foreign Subsidiary directly owned by each the Borrower or any Domestic domestic Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Lender Administrative Agent pursuant to the terms and conditions of the Loan Documents or other security documents as the Lender Administrative Agent shall reasonably request. The Equity Interests in Bluestem SPV shall be subject to at all times to a second 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. (c) Without limiting the foregoing, each Loan Party will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Lender 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 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 Lender 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.

Additional Collateral; Further Assurances. (a) Subject to applicable lawRequirement of Law, each the Borrower and each Restricted Subsidiary that is a Loan Party shall, unless the Lender otherwise consents, will cause each of its Domestic Subsidiaries formed or acquired after the date of this Agreement Effective Date in accordance with the terms of this Agreement to become a Loan Party by executing a 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, duties and obligations in such capacity under the Loan Documents and (ii) on and after the Effective Date, will grant Liens to the Lender Administrative Agent, for the benefit of the Administrative Agent, the Lenders and the other 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 Restricted Subsidiary that is a Loan Party will cause (i) 100i)100% of the issued and outstanding Equity Interests of each of its Domestic Subsidiaries and (ii) 65% (or such greater percentage that, due to a change in applicable law after the date hereofEffective Date, (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 Subsidiary directly owned by each the Borrower or any Domestic Subsidiary that is a Restricted Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Lender Administrative Agent pursuant to the terms and conditions of the Loan Documents or such other security documents as the Lender Administrative Agent shall reasonably request. (c) 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 Lender 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 filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01Sections 4.01 and 4.02, as applicable), which may be required by law any Requirement of Law or which the Lender 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. (d) If any material assets (including any real property or improvements thereto or any interest therein) are acquired by the Borrower or any Restricted 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 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 Restricted 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. (e) Without limiting the generality of the foregoing, each Loan Party shall deliver Mortgages and Mortgage Instruments with respect to real property of such Loan Party that constitutes Collateral to the extent, and within such time period as is, reasonably required by the Administrative Agent. (f) Within sixty (60) days following the Effective Date (or such later date as the Administrative Agent agrees to in its sole discretion), the Loan Parties shall deliver to the Administrative Agent (x) updated versions of the exhibits to the Security Agreement (which exhibits shall be current as of the date of delivery thereof) and (y) Confirmatory Grants of Security Interest (as defined in the Security Agreement) with respect to any intellectual property constituting Collateral for which no filing has been made in the United States Patent and Trademark Office or the United States Copyright Office, as applicable. Within forty five (45) days following the Effective Date (or such later date as the Administrative Agent agrees to in its sole discretion), the Loan Parties shall deliver to the Administrative Agent certificates of insurance listing the Administrative Agent as (x) lender loss payee for the property casualty insurance policies of the Borrower and the Subsidiary Guarantors, together with separate lender loss payable endorsements and (y) additional insured with respect to the liability insurance policies of the Borrower and the Subsidiary Guarantors, together with separate additional insured endorsements.

Additional Collateral; Further Assurances. (a) Subject to applicable lawRequirement of Law, each Borrower and each Subsidiary that is a Loan Party shall, unless the Lender otherwise consents, will cause each of its Domestic Subsidiaries Subsidiary (other than any FSHCO) formed or acquired after the date of this Agreement in accordance with the terms of this Agreement to promptly become a Loan Party by executing a 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, duties and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the Lender Administrative Agent, for the benefit of the Administrative Agent and the other 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 Excluded Assets). (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 Subsidiaries (other than Excluded Subsidiaries and any FSHCO) 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 foreign Subsidiary as determined for U.S. federal Federal income tax purposes to be treated as a deemed dividend to such Foreign foreign Subsidiary’s U.S. parent and (2) could not reasonably be expected to cause any material adverse tax consequencesconsequences in the reasonable opinion of the Borrower Representative) 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 Subsidiary and each FSHCO directly owned by each such Borrower or any Domestic Subsidiary (excluding any FSHCO) to be subject at all times to a first priority, perfected Lien in favor of the Lender 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 Lender Administrative Agent shall reasonably request. (c) Without limiting the foregoing, each Loan Party will, and will cause each Subsidiary (other than Excluded Subsidiaries) to, execute and deliver, or cause to be executed and delivered, to the Lender 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 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 Lender Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of Table of Contents this Agreement and the other Loan Documents and to ensure perfection and priority (in each case subject to the qualifications, if any, set forth in the Loan Documents) 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. (d) If any material assets constituting Collateral (including any real property or improvements thereto or any interest therein, but excluding Excluded 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 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 (in each case subject to the qualifications, if any, set forth in the Loan Documents) such Liens, including actions described in paragraph (c) of this Section, all at the expense of the Loan Parties.

Additional Collateral; Further Assurances. (a) Subject to applicable law, each Borrower and each Subsidiary that is a Loan Party shall, unless the Lender otherwise consents, shall cause each of its Domestic 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 set forth as Exhibit E hereto (the “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 Lender Administrative Agent, for the benefit of the Administrative Agent and the Lenders, in any property of such Loan Party which constitutes Collateral, excluding any parcel of real property owned by any Loan Party and improvements thereto or any interest therein. (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 Subsidiaries 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 Subsidiary directly owned by each the Borrower or any of its Domestic Subsidiary Subsidiaries to be subject at all times to a first prioritypriority (subject to the Intercreditor Agreement), perfected Lien in favor of the Lender Administrative Agent pursuant to the terms and conditions of the Loan Documents or other security documents as the Lender Administrative Agent shall reasonably request. (c) Without limiting the foregoing, each Loan Party will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Lender 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 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 Lender 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. (d) If any material assets 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 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 will take, and cause the Subsidiary Loan 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.

Additional Collateral; Further Assurances. (a) Subject to applicable law, each Borrower and each Domestic Subsidiary that is or becomes a Loan Party Borrower shall, unless the Lender Administrative Agent otherwise consents, cause each Domestic Subsidiary of its Domestic Subsidiaries Holdings formed or acquired after the date of this Agreement in accordance with the terms of this Agreement to become a Loan Party Borrower by executing a the Joinder Agreement set forth as Exhibit F hereto (the “Joinder Agreement”). Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor hereunder Borrower 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 Lender Administrative Agent, in any property of such Loan Party Borrower which constitutes Collateral, including any parcel of real property located in the U.S. owned by any Borrower by executing and delivering Collateral Documents. (b) Each Borrower and each Subsidiary that is a Loan Party The Borrowers will cause (i) 100% of the issued and outstanding Equity Interests of each of its Domestic Subsidiaries and Subsidiaries, (ii) 65% of the issued and outstanding Equity Interests of each of its Foreign Subsidiaries (other than the German Subsidiary) (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 (iii) 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 Subsidiary (other than the German Subsidiary) directly owned by each a Borrower or any Domestic Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Lender Administrative Agent pursuant to the terms and conditions of the Loan Documents or other security documents Collateral Documents as the Lender Administrative Agent shall reasonably request. Notwithstanding the foregoing, at any time after an Event of Default has occurred and is continuing, each Borrower will, upon the request of the Administrative Agent, cause each Foreign Subsidiary to become a Borrower and to grant Liens to the Administrative Agent on its assets and have the balance of its stock pledged to the Administrative Agent. (c) Without limiting the foregoing, each Loan Party Borrower will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Lender 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 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 Lender 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 PartiesBorrowers. (d) If any material assets (including any Equity Interests and any real property or improvements thereto or any interest therein) are acquired by any Borrower after the Effective Date (other than assets constituting Collateral under any Collateral Document that become subject to the Lien in favor of the Administrative Agent under any Collateral Document upon acquisition thereof), the Borrower Representative will notify the Administrative Agent, and, if requested by the Administrative Agent, the Borrowers will cause such assets to be subjected to a Lien securing the Obligations and 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 (c) of this Section, all at the expense of the Borrowers. (e) If, after the date of this Agreement, any Foreign Subsidiary becomes a Material Foreign Subsidiary, in the reasonable discretion of the Required Lenders, the Administrative Agent shall have the right to perfect, at the Borrowers’ joint and several cost, payable upon request therefor (including, without limitation, any foreign counsel, or foreign notary, filing, registration or similar, fees, costs or expenses), its Lien in the Equity Interests of such Material Foreign Subsidiary in the respective foreign jurisdiction; provided that the Required Lenders, in their reasonable discretion and in consultation with the Borrower Representative, may waive the requirements of this Subsection (e) with respect to the perfection of the Administrative Agent’s Lien in any Equity Interest in any foreign jurisdiction to the extent that they determine that the costs of perfecting such Liens in such Equity Interests are excessive in relation to the value of the security to be afforded thereby.

Additional Collateral; Further Assurances. (a) Subject to applicable lawRequirement of Law, each Borrower and each Subsidiary that is a Loan Party shall, unless the Lender otherwise consents, will cause each of its Domestic Subsidiaries 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. 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 Lender Lender, for the benefit of the 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 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 Subsidiaries 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 Subsidiary directly owned by each Borrower or any Domestic Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Lender Lender, for the benefit of the Secured Parties, pursuant to the terms and conditions of the Loan Documents or other security documents as the Lender shall reasonably request. (c) Without limiting the foregoing, each Loan Party will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to the 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 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 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. (d) If any material assets (including any real property or improvements thereto 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 under the Security Agreement upon acquisition thereof), the Borrower Representative 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 Parties.

Additional Collateral; Further Assurances. (a) Subject to applicable lawRequirement of Law, each Borrower and each Subsidiary that is a Loan Party shall, unless the Lender otherwise consents, will cause each of its Domestic Subsidiaries formed Subsidiary (other than any FSHCO or acquired after the date of this Agreement in accordance with the terms of this Agreement an Inactive Subsidiary) to become a Loan Party by executing a Joinder AgreementAgreement within ten (10) Business Days after the date on which such Domestic Subsidiary is acquired or formed or ceases to be a FSHCO or Inactive Subsidiary. 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 Lender Administrative Agent, for the benefit of the Administrative Agent and the other 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 real property constituting an Excluded Asset). (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 Subsidiaries (other than any FSHCO) 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 's U.S. parent and (2) could not reasonably be expected to cause any material adverse tax consequencesconsequences in the reasonable opinion of the Borrower Representative) 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 Subsidiary or FSHCO directly owned by each such Borrower or any Domestic Subsidiary (other than any FSHCO) to be subject at all times to a first priority, perfected Lien in favor of the Lender 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 Lender Administrative Agent shall reasonably request. (c) Without limiting the foregoing, each Loan Party will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Lender 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 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 Lender 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 (in each case subject to the qualifications, if any, set forth in the Loan Documents) 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. (d) If any material assets constituting Collateral (including any real property or improvements thereto or any interest therein, but excluding Excluded 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 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 (in each case subject to the qualifications, if any, set forth in the Loan Documents) such Liens, including actions described in paragraph (c) of this Section, all at the expense of the Loan Parties. (e) Notwithstanding the foregoing provisions of this Section 5.14, no U.S. Subsidiary of Biotie Therapies shall be required to be a Loan Party under this Agreement and the other Loan Documents if, and only for so long as, (i) the provisions of the Finnish Companies Act (624/2006) Chapter 13, Section 10, regulating financial assistance and Chapter 13, Section 1, regulating distribution of assets (including profits/dividends) or any other mandatory provision of the Finnish Companies Act or other applicable law would make it unlawful for such U.S. Subsidiary to become a Loan Party hereunder, or (ii) it could cause adverse tax consequences to the Company or any of its Subsidiaries; provided that in any event no U.S. Subsidiary of Biotie Therapies shall become a Loan Party until approved by the Administrative Agent (which approval shall not unreasonably be withheld or delayed).

Additional Collateral; Further Assurances. (a) Subject to applicable law, each Borrower the Borrowers and each Subsidiary that is a Loan Party shall, unless the Lender otherwise consents, cause each Subsidiary of its Domestic Subsidiaries the Borrowers 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 D hereto (the “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 Lender Lender, 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 domestic Subsidiaries 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 foreign Subsidiary as determined for U.S. federal income tax purposes to be treated as a deemed dividend to such Foreign 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 foreign Subsidiary directly owned by each Borrower or any Domestic domestic Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Lender pursuant to the terms and conditions of the Loan Documents or other security documents as the Lender shall reasonably request. (c) Without limiting the foregoing, each Loan Party will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to the 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 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 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.

Additional Collateral; Further Assurances. (a) Subject to applicable lawRequirements of Law, each Borrower and each Subsidiary that is a Loan Party shall, unless the Lender otherwise consents, will cause each of its Domestic Subsidiaries (other than any JV Entity), in each case formed or acquired after the date Effective Date, within thirty (30) days of this Agreement in accordance with the terms of this Agreement such formation or acquisition, to become a Loan Party by executing a Joinder AgreementAgreement and such Loan Party shall deliver legal opinions and documents consistent with those delivered on the Effective Date, to the extent requested by the 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. 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 Lender Administrative Agent, for the benefit of the Administrative Agent and the other Secured Parties, in any property of such Loan Party which constitutes Collateral, excluding any parcel of real property owned by any Loan Party. (b) Each Borrower and Subject to applicable Requirements of Law, each Subsidiary that is a Loan Party will cause (i) 100% [REDACTED]% of the issued and outstanding Equity Interests of each of its Domestic Subsidiaries (excluding, for the avoidance of doubt, any JV Entity) and (ii) 65% [REDACTED]% (or such greater percentage that, due to a change in applicable law after the date hereof, that (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 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 Subsidiary directly owned by each theany Borrower or any Domestic Subsidiary (in each case excluding, for the avoidance of doubt, any JV Entity) to be subject at all times times, or, in the case of any such Foreign Subsidiary or Domestic Subsidiary formed or acquired after the Effective Date, within thirty (30) days of such formation or acquisition, to a first priority, perfected Lien in favor of the Lender 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 Lender Administrative Agent shall reasonably request. (c) Without limiting the foregoing, each Loan Party will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Lender 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 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 Lender 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. (d) If any Material assets (excluding any real property or improvements thereto or any interest therein) are acquired by any Loan Party after the Effective Date (other than assets constituting Collateral under the Security Agreements that become subject to the Liens under the Security 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, 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 (d) of this Section, all at the expense of the Loan Parties.

Additional Collateral; Further Assurances. (a) Subject to applicable law, each Holdings, the Borrower and each Restricted Subsidiary that is or becomes a Loan Party shall, unless the Lender otherwise consents, cause each Subsidiary of its Domestic Subsidiaries the Borrower or Holdings (excluding any Unrestricted Subsidiary, Supported Subsidiary and any 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 AgreementAgreement set forth as Exhibit I hereto (the "JOINDER AGREEMENT"). Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor hereunder by executing and delivering a Loan Guaranty 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 Lender Lender, in any property of such Loan Party which constitutes CollateralCollateral (other than Equity Interests in Supported Subsidiaries), including any parcel of real property located in the U.S. owned by any Loan Party by executing and delivering Collateral Documents. (b) Each The Borrower and each Restricted Subsidiary that is or becomes a Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each of its Domestic domestic Restricted Subsidiaries and (ii) 65% of the issued and outstanding Equity Interests of each of its foreign Restricted Subsidiaries (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 foreign Restricted Subsidiary as determined for U.S. federal income tax purposes to be treated as a deemed dividend to such Foreign foreign Subsidiary’s '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. Section 1.956956-2(c)(2)) and (iii) 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956Section 1. 956-2(c)(2)) in each Foreign foreign Restricted Subsidiary directly owned by each the Borrower or any Domestic domestic Restricted Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Lender pursuant to the terms and conditions of the Loan Documents or other security documents Collateral Documents as the Lender 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 Lender, cause each foreign Restricted Subsidiary to become a Loan Party and a Loan Guarantor and to grant Liens to the Lender on its assets and have the balance of its stock pledged to the Lender. (c) 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 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 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 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. (d) If any material assets (including any Equity Interests and any real property or improvements thereto or any interest therein) are acquired by the Borrower or any Restricted Subsidiary that is or becomes a Loan Party after the Effective Date (other than assets constituting Collateral under any Collateral Document that become subject to the Lien in favor of the Lender under any Collateral Document upon acquisition thereof), the Borrower will notify the Lender, and, if requested by the Lender, the Borrower will cause such assets to be subjected to a Lien securing the Obligations and will take, and cause the Restricted Subsidiary Loan Parties to take, such actions as shall be necessary or reasonably requested by the Lender to grant and perfect such Liens (other than Equity Interests in Supported Subsidiaries), including actions described in paragraph (c) of this Section, all at the expense of the Loan Parties.

Additional Collateral; Further Assurances. (a) Subject to applicable law, each the Borrower and each Subsidiary that is a Loan Party shall, unless the Lender otherwise consents, shall cause each of its Domestic 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 set forth as Exhibit E hereto (the “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 Lender 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 domestic Subsidiaries 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 foreign Subsidiary as determined for U.S. federal income tax purposes to be treated as a deemed dividend to such Foreign 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 foreign Subsidiary directly owned by each the Borrower or any Domestic domestic Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Lender Administrative Agent pursuant to the terms and conditions of the Loan Documents or other security documents as the Lender Administrative Agent shall reasonably request. (c) Without limiting the foregoing, each Loan Party will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Lender 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 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 Lender 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. (d) Notwithstanding 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 Administrative Agent on its assets and have the balance of its stock pledged to the Administrative Agent. (e) If any material assets (including any real property or improvements thereto 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 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 will take, and cause the Subsidiary Loan 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.

Additional Collateral; Further Assurances. (a) Subject to applicable law, each Borrower and each Subsidiary that is a Loan Party shall, unless the Lender otherwise consents, cause each of its Domestic 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 set forth as Exhibit C hereto (the “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 Lender Lender, in any property of such Loan Party which constitutes Collateral, but excluding 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 domestic Subsidiaries 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 foreign Subsidiary as determined for U.S. federal income tax purposes to be treated as a deemed dividend to such Foreign 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 foreign Subsidiary directly owned by each any Borrower or any Domestic domestic Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Lender pursuant to the terms and conditions of the Loan Documents or other security documents as the Lender shall reasonably request. (c) Without limiting the foregoing, each Loan Party will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to the 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 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 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. Notwithstanding the foregoing, at any time after a Default has occurred, each Loan Party will, upon the request of the Lender, cause each Foreign Subsidiary to become a Loan Party and a Loan Guarantor and to grant Liens to the Lender on its assets and have the balance of its stock pledged to the Lender.

Additional Collateral; Further Assurances. (a) Subject to applicable law, each the Borrower and each Subsidiary that is a Loan Party shall, unless the Lender otherwise consents, cause each of its Domestic Subsidiaries formed or acquired after the date of this Agreement in accordance with the terms of this Agreement and each Subsidiary that acquires sufficient assets to become a Domestic Subsidiary after the date of this Agreement to become a Loan Party by executing a Joinder AgreementLoan Guaranty and Security Agreement in form and content reasonably acceptable to 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 Lender Lender, in any property of such Loan Party which constitutes Collateral. (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 domestic Subsidiaries 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 foreign Subsidiary as determined for U.S. federal income tax purposes to be treated as a deemed dividend to such Foreign 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 foreign Subsidiary directly owned by each the Borrower or any Domestic Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Lender pursuant to the terms and conditions of the Loan Documents or other security documents as the Lender shall reasonably request. (c) Without limiting the foregoing, each Loan Party will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to the 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 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 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 against such Loan Party’s Collateral, created or intended to be created by the Collateral Documents, all at the expense of the Loan PartiesParty which owns such Collateral. (d) If any material assets (other than any real property or improvements thereto 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 notify the Lender, and, if requested by the Lender, the Borrower will cause such assets to be subjected to a Lien securing the Obligations and will take, and cause the Subsidiary Loan Parties 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 Borrower.

Additional Collateral; Further Assurances. (a) Subject to applicable law, each Borrower the Borrowers and each Subsidiary that is a Loan Party shall, unless the Lender otherwise consents, shall cause each of its Domestic domestic 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 set forth as Exhibit E hereto (the “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 Lender Collateral Agent, for the benefit of the Agents, the Lenders and the Other 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 Borrower The Borrowers and each Subsidiary that is a Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of in each of its Domestic domestic Subsidiaries and (ii) 65% (or such greater percentage that, due to a change in applicable law after the date hereof, (1A) could not reasonably be expected to cause the undistributed earnings of such Foreign foreign Subsidiary as determined for U.S. federal income tax purposes to be treated as a deemed dividend to such Foreign foreign Subsidiary’s U.S. parent and (2B) 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 foreign Subsidiary directly owned by each any Borrower or any Domestic domestic Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Lender Collateral Agent pursuant to the terms and conditions of the Loan Documents or other security documents as the Lender Collateral Agent shall reasonably request. (c) Without limiting the foregoing, each Loan Party will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Lender 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 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 Lender 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. Notwithstanding 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 Collateral Agent on its assets and have the balance of its Equity Interests pledged to the Collateral Agent. (d) If any material assets (including any Real Property or improvements thereto 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 that become subject to the Lien in favor of the Security Agreement upon acquisition thereof), the Borrowers will 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 will take, and cause the Subsidiary Loan Parties to take, such actions as shall be necessary or reasonably requested by the Collateral Agent to grant and perfect such Liens, including actions described in Section 5.14(c), all at the expense of the Loan Parties.

Additional Collateral; Further Assurances. (a) Subject to applicable lawRequirement of Law, each Borrower and each Subsidiary that is a Loan Party shall, unless the Lender otherwise consents, will cause each of its Domestic Subsidiaries 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. Upon execution and delivery thereof, each such Person (i) shall automatically become become, at Administrative Agent’s discretion, a Borrower or 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 Lender Administrative Agent, for the benefit of the Administrative Agent and the other Secured Parties, in any property of such Loan Party which constitutes Collateral. (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 Subsidiaries 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 Subsidiary directly owned by each such Borrower or any Domestic Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Lender 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 Lender Administrative Agent shall reasonably request. (c) Without limiting the foregoing, each Loan Party will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Lender 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 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 Lender 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. Notwithstanding 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 Administrative Agent on its assets and have the balance of its Equity Interests pledged to the Administrative Agent. (d) If any material 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 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.

Additional Collateral; Further Assurances. (a) Subject to any applicable lawRequirement of Law, each Borrower and each Subsidiary that is a Loan Party shall, unless the Lender otherwise consents, will cause each of its Significant Domestic Subsidiaries Subsidiary (other than any Excluded Domestic 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 AgreementAgreement within thirty (30) days of such formation or acquisition (or such longer period of time that the Administrative Agent may permit in its sole 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 Lender Administrative Agent, for the benefit of the Administrative Agent and the other Secured Parties, in any property of such Loan Party which constitutes Collateral. (b) Each Borrower and Subject to clause (c) below, each Subsidiary that is a Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each of its Significant Domestic Subsidiaries (other than any Excluded Domestic Subsidiary) and (ii) 65% (or such greater percentage that, due to a change in applicable law after the date hereof, that (1) could would not reasonably be expected to cause the undistributed earnings of such Foreign Subsidiary any CFC as determined for U.S. federal income tax purposes to be treated as a deemed dividend to such Foreign SubsidiaryCFC’s U.S. parent and (2) could would 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 Subsidiary directly owned by each Borrower or any Significant Domestic Subsidiary that is a FSHCO to be subject at all times to a first priority, perfected Lien in favor of the Lender 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 Collateral Documents as the Lender Administrative Agent shall reasonably request. (c) Notwithstanding the foregoing clauses of this Section 5.14, if as of the last day of any fiscal quarter of the Borrower, (i) the aggregate Total Assets (without duplication) of all Domestic Subsidiaries (other than any Excluded Domestic Subsidiary) which are not Loan Parties (collectively, the “Excluded Subsidiaries”) (when combined with the assets of their respective Domestic Subsidiaries, after eliminating intercompany obligations) are equal to or greater than 15% of the Total Assets of the Borrower and its Domestic Subsidiaries on such date or (ii) the aggregate EBITDA of all Excluded Subsidiaries (determined as if references to “Parent and its subsidiaries” in the definitions of “EBITDA”, “Interest Expense” and “Net Income” were references to “each such Excluded Subsidiary and its Domestic Subsidiaries”) is equal to or greater than 15% of EBITDA (determined as if references to “Parent and its subsidiaries” in the definitions of “EBITDA”, “Interest Expense” and “Net Income” were references to “the Borrower and its Domestic Subsidiaries”), then the Borrower shall, no later than ten (10) Business Days after the date on which financial statements for such fiscal quarter are required to be delivered pursuant to Section 5.01(b) (in each case, or such longer period of time as the Administrative Agent may agree in its sole discretion), cause additional Domestic Subsidiaries to become Loan Guarantors in accordance with Section 5.14(a), to the extent necessary for the aggregate Total Assets of the Excluded Subsidiaries to account for less than 15% of the Total Assets of the Borrower and its Domestic Subsidiaries and the aggregate EBITDA of the Excluded Subsidiaries to account for less than 15% of aggregate EBITDA of the Borrower and its Domestic Subsidiaries; provided that (A) EBITDA for all purposes under this Section 5.14(c) shall be calculated for the most recently ended period of four (4) consecutive fiscal quarters of the Borrower and (B) in no event shall (x) any Equity Interests of any Excluded Domestic Subsidiary, CFC or any Subsidiary of a CFC be required to be pledged pursuant to this clause (c) to the extent an adverse tax consequence would reasonably be expected to result as a result thereof to any Loan Party or any Subsidiary (in the reasonable determination in good faith of the Borrower, in consultation with the Administrative Agent) and (y) any Excluded Domestic Subsidiary be required to become a Loan Party pursuant to this clause (c) to the extent an adverse tax consequence would reasonably be expected to result as a result thereof to the Parent or any of its subsidiaries (in the reasonable determination in good faith of the Borrower, in consultation with the Administrative Agent). (d) Without limiting the foregoing, each Loan Party will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Lender 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 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 Lender 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, and to the extent any real property is included in the Collateral, such other documents as the Administrative Agent may reasonably request on behalf of any Lender that is a regulated financial institution or any affiliate of such a Lender (each, a “Regulated Lender Entity”), in each case, to the extent such other documents are required for compliance by such Regulated Lender Entity with applicable law with respect to flood insurance diligence, documentation and coverage under the Flood Disaster Protection Act of 1973, as amended (such other documents, collectively, the “Flood Deliverables”). Prior to signing by the Loan Parties of any mortgage or deed of trust to secure the Secured Obligations, the applicable Loan Parties and the Administrative Agent shall have provided each Regulated Lender Entity requesting the same a copy of the life of loan flood zone determination relative to the property to be subject to such mortgage or deed of trust delivered to the Administrative Agent and copies of the Flood Deliverables and shall have received confirmation from each Regulated Lender Entity that flood insurance due diligence and flood insurance compliance has been completed by such Regulated Lender Entity (such confirmation not to be unreasonably withheld, conditioned or delayed, and shall be delivered promptly upon such completion by the applicable Regulated Lender Entity). (e) If any material assets (excluding any Excluded 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 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 (a) of this Section, all at the expense of the Loan Parties. (f) Notwithstanding the foregoing clauses of this Section 5.14, if (i) the Borrower or any Subsidiary incurs Permitted Acquisition Debt which Permitted Acquisition Debt is secured by Excluded Assets or (ii) the Delayed Draw Term Loan Facility is paid in full in cashRelease Date occurs, the Administrative Agent and the Lenders hereby agree to release any Liens in their favor on such Excluded Assets (if any), upon the written request of the Borrower or the applicable Subsidiary, subject to the terms and conditions of Section 9.02(c)(A).

Additional Collateral; Further Assurances. (a) Subject to applicable lawRequirement of Law, each Borrower and each Subsidiary that is a Loan Party shall, unless the Lender otherwise consents, will cause each Domestic Subsidiary (other than a CFC Holding Company or a Subsidiary of its Domestic Subsidiaries a CFC Holding Company or Foreign Subsidiary) formed or acquired after the date of this Agreement in accordance with the terms of this Agreement (including by a Division) to become a Loan Party Guarantor (or, to the extent agreed to by the Administrative Agent, a Borrower) by executing a Joinder AgreementAgreement within thirty (30) days of such formation or acquisition. Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor (or, to the extent agreed to by the 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 and (ii) will grant Liens to the Lender Administrative Agent, for the benefit of the Administrative Agent and the other 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 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 Subsidiaries (other than a CFC Holding Company or a Subsidiary of a CFC Holding Company or Foreign 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 income 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 Subsidiary or CFC Holding Company directly owned by each such Borrower or any Domestic Subsidiary (other than a CFC Holding Company or a Subsidiary of a Foreign Subsidiary or CFC Holding Company) to be subject at all times to a first priority, perfected Lien in favor of the Lender 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 Lender Administrative Agent shall reasonably request, within thirty (30) days of formation or acquisition. (c) Without limiting the foregoing, each Loan Party will, and will cause each Domestic Subsidiary (other than a CFC Holding Company or a Subsidiary of a CFC Holding Company or Foreign Subsidiary) to, execute and deliver, or cause to be executed and delivered, to the Lender 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 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 Lender 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. (d) If any material assets (including any real property or improvements thereto 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 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. (e) Notwithstanding the foregoing, the Administrative Agent shall not enter into any Mortgage in respect of any real property acquired by any Loan Party after the Effective Date until (1) the date that occurs forty-five (45) days after the Administrative Agent has delivered to the Lenders (which may be delivered electronically) the following documents in respect of such real property: (i) a completed flood hazard determination from a third party vendor, (ii) if such real property 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 coverage 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 property is located, evidence of flood insurance, and (2) the Administrative Agent shall have received written confirmation from the Lenders that flood insurance due diligence and flood insurance compliance has been completed by the Lenders (such written confirmation not to be unreasonably conditioned, withheld or delayed). (f) Notwithstanding anything to the contrary in this Agreement, neither WJS nor LR Texas shall be required to be a Guarantor or a Loan Party and neither of them is a Guarantor or a Loan Party as of the Effective Date; provided that: (i) neither WJS nor LR Texas has any assets or generates any EBITDA (except that (A) WJS holds receivables from the Company and Philadelphia Industries, Inc. in an aggregate amount not to exceed $830,000 and (B) LR Texas holds a receivable from Berwick Offray LLC in an aggregate amount not to exceed $1,100,000; provided that the Company, Philadelphia Industries, Inc and Berwick Offray LLC. shall not make any payment to WJS or LR Texas, as applicable, with respect to any such receivable without the Administrative Agent’s prior written consent); (ii) neither WJS nor LR Texas has any operations or otherwise conducts any business or other activities; (iii) no Loan Party, nor any Subsidiary of a Loan Party, shall make any loan, advance or other investment in WJS or LR Texas; and (iv) no Loan Party, nor any Subsidiary of a Loan Party, shall engage in any transaction with WJS or LR Texas except that WJS and LR Texas may merge with and into a Loan Party (with such Loan Party being the surviving person).

Additional Collateral; Further Assurances. (a) Subject to applicable law, each Borrower and each Subsidiary that is a Loan Party shall, unless the Lender otherwise consents, shall cause each of its Domestic domestic Subsidiaries formed or acquired after the date of this Agreement in accordance with the terms of this Agreement other than an Inactive Subsidiary to become a Loan Party by executing a the Joinder Agreement set forth as Exhibit D hereto (the “Joinder Agreement”). Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor hereunder or a Borrower hereunder, as specified by the Borrower Representative, 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 Lender Administrative Agent, for the benefit of the Administrative Agent and the Lenders, in any property of such Loan Party which constitutes Collateral. (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 domestic Subsidiaries 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 foreign Subsidiary as determined for U.S. federal Federal income tax purposes to be treated as a deemed dividend to such Foreign 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 foreign Subsidiary that is not an Inactive Subsidiary (or subject to clause (c) hereof, MGI Canada) directly owned by each the Borrower or any Domestic domestic Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Lender Administrative Agent pursuant to the terms and conditions of the Loan Documents or other security documents as the Lender Administrative Agent shall reasonably request. (c) Prior to any investment by any Loan Party in MGI Canada after the Effective Date, MGI (Canada), Inc. shall cause 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 MGI Canada as determined for U.S. Federal income tax purposes to be treated as a deemed dividend to such MGI (Canada), Inc. 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 MGI Canada 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. (d) Without limiting the foregoing, each Loan Party will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Lender 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 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 Lender 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. (e) If any material assets of the type constituting Collateral 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 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 will take, and cause the Subsidiary Loan 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.

Additional Collateral; Further Assurances. (a) Subject to applicable law, each Borrower SYX and each Subsidiary that is a other Loan Party shall, unless the Lender otherwise consents, shall cause each of its Domestic Subsidiaries (if organized under the laws of the United States of America) formed or acquired after the date of this Agreement Second Restatement 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”). 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 Lender applicable Administrative Agents, 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 Borrower SYX and each Subsidiary that is a other Loan Party (other than the UK Borrower) will cause (i) 100% of the issued and outstanding Equity Interests of each of its Domestic domestic Subsidiaries to be subject at all times to a first priority, perfected Lien in favor of the US Administrative Agent pursuant to the terms and (ii) conditions of the Loan Documents or other security documents as the US Administrative Agent shall reasonably request. SYX will cause 65% (or such greater percentage that, due to a change in applicable law after the date hereof, (1) could not reasonably be expected expected, in the US Borrowing Representative’s discretion, to cause the undistributed earnings of such Foreign foreign Subsidiary as determined for U.S. federal income tax purposes to be treated as a deemed dividend to such Foreign foreign Subsidiary’s U.S. parent and (2) could not reasonably be expected expected, in the US Borrowing 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)) in each Foreign Subsidiary directly owned by each UK Borrower or any Domestic Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Lender 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) UK Borrower will cause 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 extent 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 Lender UK Administrative Agent shall reasonably request. (cd) Without limiting the foregoing, each Loan Party SYX will, and will cause each Subsidiary of the other Loan Parties to, execute and deliver, or cause to be executed and delivered, to the Lender Administrative 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 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 Lender 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. (e) If any material assets (including any Real Property or improvements thereto or any interest therein) are acquired by any US Borrower or any US Subsidiary thereof that is a Loan Party after the Second Restatement Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien in favor of the US Administrative Agent upon acquisition thereof), the applicable Borrower will 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 will take, and cause 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 Second Restatement 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.

Additional Collateral; Further Assurances. (a) Subject to applicable lawRequirement of Law, each Borrower and each Subsidiary that is a Loan Party shall, unless the Lender otherwise consents, will cause each Domestic Subsidiary (other than a CFC Holding Company or a Subsidiary of its Domestic Subsidiaries a CFC Holding Company or Foreign Subsidiary) formed or acquired after the date of this Agreement in accordance with the terms of this Agreement (including by a Division) to become a Loan Party Guarantor (or, to the extent agreed to by the Administrative Agent, a Borrower) by executing a Joinder AgreementAgreement within thirty (30) days of such formation or acquisition. Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor (or, to the extent agreed to by the 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 and (ii) will grant Liens to the Lender Administrative Agent, for the benefit of the Administrative Agent and the other 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. (ba) 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 Subsidiaries (other than a CFC Holding Company or a Subsidiary of a CFC Holding Company or Foreign 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 income 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 Subsidiary or CFC Holding Company directly owned by each such Borrower or any Domestic Subsidiary (other than a CFC Holding Company or a Subsidiary of a Foreign Subsidiary or CFC Holding Company) to be subject at all times to a first priority, perfected Lien in favor of the Lender 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 Lender Administrative Agent shall reasonably request, within thirty (30) days of formation or acquisition. (cb) Without limiting the foregoing, each Loan Party will, and will cause each Domestic Subsidiary (other than a CFC Holding Company or a Subsidiary of a CFC Holding Company or Foreign Subsidiary) to, execute and deliver, or cause to be executed and delivered, to the Lender 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 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 Lender 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. (c) If any material assets (including any real property or improvements thereto 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 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. (d) Notwithstanding the foregoing, the Administrative Agent shall not enter into any Mortgage in respect of any real property acquired by any Loan Party after the Effective Date until (1) the date that occurs forty-five (45) days after the Administrative Agent has delivered to the Lenders (which may be delivered electronically) the following documents in respect of such real property: (i) a completed flood hazard determination from a third party vendor, (ii) if such real property 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 coverage 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 property is located, evidence of flood insurance, and (2) the Administrative Agent shall have received written confirmation from the Lenders that flood insurance due diligence and flood insurance compliance has been completed by the Lenders (such written confirmation not to be unreasonably conditioned, withheld or delayed). (e) Notwithstanding anything to the contrary in this Agreement, neither WJS nor LR Texas shall be required to be a Guarantor or a Loan Party and neither of them is a Guarantor or a Loan Party as of the Effective Date; provided that: (i) neither WJS nor LR Texas has any assets or generates any EBITDA (except that (A) WJS holds receivables from the Company and Philadelphia Industries, Inc. in an aggregate amount not to exceed $830,000 and (B) LR Texas holds a receivable from Berwick Offray LLC in an aggregate amount not to exceed $1,100,000; provided that the Company, Philadelphia Industries, Inc and Berwick Offray LLC. shall not make any payment to WJS or LR Texas, as applicable, with respect to any such receivable without the Administrative Agent’s prior written consent); (ii) neither WJS nor LR Texas has any operations or otherwise conducts any business or other activities; (iii) no Loan Party, nor any Subsidiary of a Loan Party, shall make any loan, advance or other investment in WJS or LR Texas; and (iv) no Loan Party, nor any Subsidiary of a Loan Party, shall engage in any transaction with WJS or LR Texas except that WJS and LR Texas may merge with and into a Loan Party (with such Loan Party being the surviving person).

Additional Collateral; Further Assurances. (a) Subject to applicable lawRequirements of Law, each Borrower and each Subsidiary that is a Loan Party shall, unless the Lender otherwise consents, will cause each of its Domestic 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 Joinder AgreementAgreement within ten (10) days of 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 Lender Administrative Agent, for the benefit of the Administrative Agent and the other 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 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 Subsidiaries and (ii) 65% (or such greater percentage that, due to a change in applicable law after the date hereof, that (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 '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 Subsidiary directly owned by each the Borrower or any Domestic Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Lender 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 Lender Administrative Agent shall reasonably request. (c) Without limiting the foregoing, each Loan Party will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Lender 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 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 Lender 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. Notwithstanding 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 Administrative Agent on its assets and have the balance of its Equity Interests pledged to the Administrative Agent. (d) If any material assets (including any real property or improvements thereto 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 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.

Additional Collateral; Further Assurances. (a) Subject to any applicable lawRequirement of Law and the limitations set forth in this Section 5.14, each Borrower and each Subsidiary that is a Loan Party shall, unless the Lender otherwise consents, Company will cause each of its Domestic Material Subsidiaries formed or acquired after the date of this Agreement or any limited liability companies formed pursuant to any division, or any Subsidiary that becomes a Material Subsidiary, in accordance with the terms of this Agreement each case that is a Domestic Subsidiary other than an Excluded Subsidiary, to become a Loan Party by executing a Joinder AgreementAgreement within 30 days after the date of such formation or acquisition (as such date may be extended from time to time by the Lender in its sole discretion). In connection therewith, the Lender shall have received all documentation and other information regarding such newly formed or acquired Subsidiaries or such new Material Subsidiary 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 Lender Lender, for the benefit of the 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 Borrower and each Subsidiary that is a Loan Party The Company will cause (i) 100% of the issued and outstanding Equity Interests of each of its Domestic Subsidiaries that is not an Excluded Subsidiary and (ii) 65% (or such greater percentage that, due to a change in applicable law after the date hereof, Borrower Representative and Lender agree (1A) 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 (2B) could not reasonably be expected to cause any material adverse tax 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. Section 1.956956-2(c)(2)) in each Foreign Subsidiary or Excluded Subsidiary directly owned by each Borrower the Company or any Domestic Subsidiary other Loan Party (other than the Swiss Borrower) to be subject at all times to a first priority, perfected Lien in favor of the Lender Lender, for the benefit of the Secured Parties, pursuant to the terms and conditions of the Loan Documents or other security documents as the Lender shall reasonably request. (c) Without limiting the foregoing, and subject to the terms and conditions of the Loan Documents, each Loan Party will, and will cause each Material Subsidiary to, execute and deliver, or cause to be executed and delivered, 60 (d) If any material assets (including any real property or improvements thereto 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 or the Swiss Collateral Documents that become subject to the Lender such documents, agreements and instruments, and will take Lien under the Security Agreement or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings and other Swiss Collateral documents and such other actions or deliveries of the type required by Section 4.01, as applicableupon acquisition thereof), which may be required by law or which the Borrower Representative will (i) notify the 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 extent required by the Collateral DocumentsDocuments 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 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 Parties.

Additional Collateral; Further Assurances. (a) Subject to any applicable lawRequirement of Law and the limitations set forth in this Section 5.14, each Borrower and each Subsidiary that is a Loan Party shall, unless the Lender otherwise consents, Company will cause each of its Domestic Material Subsidiaries formed or acquired after the date of this Agreement or any limited liability companies formed pursuant to any division, or any Subsidiary that becomes a Material Subsidiary, in accordance with the terms of this Agreement each case that is a Domestic Subsidiary other than an Excluded Subsidiary, to become a Loan Party by executing a Joinder AgreementAgreement within 30 days after the date of such formation or acquisition (as such date may be extended from time to time by the Lender in its sole discretion). In connection therewith, the Lender shall have received all documentation and other information regarding such newly formed or acquired Subsidiaries or such new Material Subsidiary 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 Lender Lender, for the benefit of the 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 Borrower and each Subsidiary that is a Loan Party The Company will cause (i) 100% of the issued and outstanding Equity Interests of each of its Domestic Subsidiaries that is not an Excluded Subsidiary and (ii) 65% (or such greater percentage that, due to a change in applicable law after the date hereof, Borrower Representative and Lender agree (1A) 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 (2B) could not reasonably be expected to cause any material adverse tax 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. Section 1.956956-2(c)(2)) in each Foreign Subsidiary or Excluded Subsidiary directly owned by each Borrower the Company or any Domestic Subsidiary other Loan Party (other than the Swiss Borrower) to be subject at all times to a first priority, perfected Lien in favor of the Lender Lender, for the benefit of the Secured Parties, pursuant to the terms and conditions of the Loan Documents or other security documents as the Lender shall reasonably request. (c) Without limiting the foregoing, and subject to the terms and conditions of the Loan Documents, each Loan Party will, and will cause each Material Subsidiary to, execute and deliver, or cause to be executed and delivered, to the 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 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 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. (d) If any material assets (including any real property or improvements thereto 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 or the Swiss Collateral Documents that become subject to the Lien under the Security Agreement or the Swiss Collateral documents upon acquisition thereof), the Borrower Representative will (i) notify the Lender to the extent required by the Collateral Documents 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 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 Parties.

Additional Collateral; Further Assurances. (a) Subject to applicable lawRequirement of Law, each Borrower and each Subsidiary that is a Loan Party shall, unless the Lender otherwise consents, will cause each of its Domestic Subsidiaries 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 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 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 Lender Administrative Agent, for the benefit of the Administrative Agent and the other 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 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 Subsidiaries 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 '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 Subsidiary directly owned by each such Borrower or any Domestic Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Lender 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 Lender Administrative Agent shall reasonably request. (c) Without limiting the foregoing, each Loan Party will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Lender 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 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 Lender 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. (d) If any material assets (including any real property or improvements thereto or any interest therein) with fair market value in an amount equal to or greater than $1,000,000 (or if a Default or Event of Default exists, then regardless or the fair market value of such 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 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. (e) Notwithstanding the foregoing, the Administrative Agent shall not enter into any mortgage in respect of any real property acquired or otherwise owned by any Loan Party after the Effective Date until (1) the date that occurs 45 days after the Administrative Agent has delivered to the Lenders (which may be delivered electronically) the following documents in respect of such real property: (i) a completed flood hazard determination from a third party vendor, (ii) if such real property 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 property is located, evidence of flood insurance, and (2) the Administrative Agent shall have received written confirmation from the Lenders that flood insurance due diligence and flood insurance compliance has been completed by the Lenders (such written confirmation not to be unreasonably conditioned, withheld or delayed).