Common use of Additional Collateral Clause in Contracts

Additional Collateral. (a) On each Collateral Date, the Parent Borrower will notify the Administrative Agent of the identity of any Wholly Owned Subsidiary that is not already a Subsidiary Guarantor and promptly after such Collateral Date will (i) cause such Subsidiary (unless it is a Foreign Subsidiary or a Receivables Entity) to become a “Subsidiary Guarantor” under the Guarantee and Collateral Agreement, (ii) in the case of each such Subsidiary that is a Material Subsidiary, cause such Subsidiary (unless it is a Foreign Subsidiary or a Receivables Entity) to become a “Grantor” under each relevant Collateral Agreement, (iii) cause the Capital Stock of such Wholly Owned Subsidiary to be pledged pursuant to the relevant Collateral Agreement (except that, (A) if such Subsidiary is a Foreign Subsidiary, no Capital Stock of such Subsidiary shall be pledged unless such Subsidiary is a Material Subsidiary that is directly owned by the Parent Borrower or a Domestic Subsidiary, and then the amount of voting stock of such Subsidiary to be pledged pursuant to such Collateral Agreement may be limited to 66% of the outstanding shares of voting stock of such Subsidiary, and (B) if such Subsidiary is a Receivables Entity, no shares of Capital Stock of such Subsidiary shall be pledged if the documentation relating to the Receivables securitization to which such Receivables Entity is a party expressly prohibits such pledge) and (iv) except in the case of a Foreign Subsidiary or a Receivables Entity, take all steps required by the relevant Security Documents and this Agreement to create and perfect Liens in the relevant property of such Subsidiary; provided that the Parent Borrower and its Subsidiaries shall not be required to comply with the requirements of this Section 5.11(a) if the Administrative Agent, in its sole discretion, determines that the cost of such compliance is excessive in relation to the value of the collateral security to be afforded thereby.

Additional Collateral. (a) On each Collateral Date, the Parent Borrower will notify the Administrative Agent of the identity of any Wholly Owned Subsidiary that is not already a Subsidiary Guarantor and promptly after such Collateral Date will (i) cause such Subsidiary (unless it is a Foreign Subsidiary or a Receivables EntitySubsidiary) to become a “"Subsidiary Guarantor” " under the Guarantee and Collateral Agreement, (ii) in the case of each such Subsidiary that is a Material Subsidiary, cause such Subsidiary (unless it is a Foreign Subsidiary or a Receivables EntitySubsidiary) to become a “"Grantor” " under each relevant Collateral Agreement, (iii) cause the Capital Stock of such Wholly Owned Subsidiary to be pledged pursuant to the relevant Collateral Agreement (except that, (A) if such Subsidiary is a Foreign Subsidiary, no Capital Stock shares of common stock of such Subsidiary shall be pledged unless such Subsidiary is a Material Subsidiary that is directly owned by the Parent Borrower or a Domestic Subsidiary, and then the amount of voting common stock of such Subsidiary to be pledged pursuant to such Collateral Agreement may be limited to 66% of the outstanding shares of voting common stock of such Subsidiary, and (B) if such Subsidiary is a Receivables Entity, no shares of Capital Stock of such Subsidiary shall be pledged if the documentation relating to the Receivables securitization to which such Receivables Entity is a party expressly prohibits such pledge) and (iv) except in the case of a Foreign Subsidiary or a Receivables EntitySubsidiary, take all steps required by the relevant Security Documents and this Agreement to create and perfect Liens in the relevant property of such Subsidiary; provided that the Parent Borrower and its Subsidiaries shall not be required to comply with the requirements of this Section 5.11(a) if the Administrative Agent, in its sole discretion, determines that the cost of such compliance is excessive in relation to the value of the collateral security to be afforded thereby.

Additional Collateral. (a) On each Collateral Date, In the Parent Borrower will notify event that any Credit Party acquires a Material Real Estate Asset and such interest has not otherwise been made subject to the Administrative Agent Lien of the identity Collateral Documents in favor of any Wholly Owned Subsidiary that is not already a Subsidiary Guarantor Collateral Agent, for the benefit of Secured Parties, then such Credit Party shall promptly, but in no event later than thirty (30) days following the acquisition of such Material Real Estate Asset, take all such actions and promptly after execute and deliver, or cause to be executed and delivered, all such Collateral Date will (imortgages, documents, instruments, agreements, opinions and certificates, including those which are similar to those described in Sections 3.1(e), 3.1(f), 3.1(g) cause such Subsidiary (unless it is a Foreign Subsidiary or a Receivables Entityand 3.1(h) with respect to become a “Subsidiary Guarantor” under the Guarantee and Collateral Agreement, (ii) in the case of each such Subsidiary Material Real Estate Asset that is Collateral Agent shall reasonably request to create in favor of Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority Lien on such Material SubsidiaryReal Estate Assets (or if a Lien on any such Real Estate Asset cannot be provided, cause such Subsidiary (unless it is a Foreign Subsidiary or a Receivables Entity) to become a “Grantor” under each relevant Collateral Agreement, (iii) cause First Priority perfected Lien on the Capital Stock of the Subsidiary that owns a direct interest in such Wholly Owned Subsidiary to be pledged pursuant to the relevant Collateral Agreement (except that, (A) Real Estate Asset; provided that if such Subsidiary is a Foreign Subsidiary, no the Domestic Subsidiary owning such Foreign Subsidiary (directly or through other Foreign Subsidiaries) shall grant a First Priority perfected Lien on the Capital Stock of any such directly-owned Foreign Subsidiary, which Lien shall be limited to (A) 66% of the voting Capital Stock of such Foreign Subsidiary shall be pledged unless such Subsidiary is a Material Subsidiary that is directly owned by the Parent Borrower or a Domestic Subsidiary, and then the amount of voting stock of such Subsidiary to be pledged pursuant to such Collateral Agreement may be limited to 66% of the outstanding shares of voting stock of such Subsidiary, and (B) if such Subsidiary is a Receivables Entity, no shares 100% of the non-voting Capital Stock of such Subsidiary shall be pledged if the documentation relating Subsidiary), in each case, subject to the Receivables securitization to which such Receivables Entity is a party expressly prohibits such pledge) and (iv) except in the case of a Foreign Subsidiary or a Receivables Entity, take all steps required by the relevant Security Documents and this Agreement to create and perfect Liens in the relevant property of such SubsidiaryPermitted Liens; provided that the neither Parent Borrower and its Subsidiaries nor any other Credit Party shall not be required to comply with the requirements of this provide or cause to be provided such additional Collateral (or Guarantees pursuant to Section 5.11(a5.8) if (i) at the Administrative Agent, in its sole discretion, determines that the cost time of acquisition of such compliance is excessive in relation to Material Real Estate Asset or Capital Stock, the value ratio of (A) the aggregate Value of all Collateral securing the Secured Obligations (determined as of the collateral security most recent Fiscal Quarter or Fiscal Year for which financial statements are available) to (B) the aggregate Revolving Commitments of all Lenders is at least 4.00 to 1:00 or (ii) any existing Contractual Obligations assumed or entered into by Parent or any such Subsidiary to effectuate or reasonably facilitate the acquisition of such Material Real Estate Assets (including Contractual Obligations governing non-Wholly Owned Subsidiaries or Joint Ventures and Indebtedness permitted to be afforded therebyincurred pursuant to Section 6.1) prohibits the granting of such Lien.

Additional Collateral. (a) On each Collateral Date, Upon the Parent Borrower will notify the Administrative Agent of the identity formation or acquisition of any Wholly Owned new direct or indirect Subsidiary that is not already a Subsidiary Guarantor and promptly after such Collateral Date will by the Borrower (i) cause such Subsidiary (unless it is other than a Foreign Subsidiary or a Receivables Entity) to become a “Subsidiary Guarantor” under the Guarantee and Collateral Agreement, (ii) in the case of each such Subsidiary that is a Non-Material Subsidiary, cause such Subsidiary (unless it is a Foreign Subsidiary or a Receivables Entity) to become a “Grantor” under each relevant Collateral Agreement, (iii) cause the Capital Stock of such Wholly Owned Subsidiary to be pledged pursuant to the relevant Collateral Agreement (except that, (A) if such Subsidiary is a Foreign Subsidiary, no Capital Stock of such Subsidiary shall be pledged unless such Subsidiary is a Material Subsidiary that is directly owned by the Parent Borrower or a Domestic Subsidiary), and then the amount of voting stock of Borrower shall, at the Borrower’s expense, within sixty (60) days after such Subsidiary to be pledged pursuant to formation or acquisition or such Collateral Agreement longer period as the Agent may be limited to 66% of the outstanding shares of voting stock of such Subsidiary, and (B) if such Subsidiary is a Receivables Entity, no shares of Capital Stock of such Subsidiary shall be pledged if the documentation relating to the Receivables securitization to which such Receivables Entity is a party expressly prohibits such pledge) and (iv) except in the case of a Foreign Subsidiary or a Receivables Entity, take all steps required by the relevant Security Documents and this Agreement to create and perfect Liens in the relevant property of such Subsidiary; provided that the Parent Borrower and its Subsidiaries shall not be required to comply with the requirements of this Section 5.11(a) if the Administrative Agent, agree in its sole discretion, determines that the cost of cause each such compliance is excessive in relation Subsidiary to execute and deliver to the Agent a joinder to this Agreement, the Security Agreement and the Guaranty Agreement in form and substance reasonably satisfactory to the Agent; provided, further, that, if at any time a Non-Material Domestic Subsidiary shall, together with its consolidated Subsidiaries, have assets, as of the last day of the Borrower’s most recently ended fiscal quarter, with a book value of 5% or more of the total assets of the Borrower and its Subsidiaries on a consolidated basis on such date, then the Borrower shall cause such Non-Material Domestic Subsidiary to execute and deliver to the Agent a joinder to this Agreement, the Security Agreement and the Guaranty Agreement in form and substance reasonably satisfactory to the Agent; provided, further, that, if at any time the aggregate book value of the collateral security assets of the Domestic Subsidiaries which have not become Subsidiary Loan Parties in accordance with this Section 9.19, together with the assets of their respective consolidated Subsidiaries, shall equal or exceed 10% of the total book value of the assets of the Borrower and its Subsidiaries on a consolidated basis, then the Borrower shall cause one or more additional Domestic Subsidiaries to become Subsidiary Loan Parties in accordance with this Section 9.19; provided, further, that, if at any time the aggregate EBITDA of a Domestic Subsidiary which has not become a Subsidiary Loan Party in accordance with this Section 9.19, together with its consolidated Subsidiaries, shall be afforded therebygreater than or equal to $20,000,000, then the Borrower shall cause such Domestic Subsidiary to become Subsidiary Loan Parties in accordance with this Section 9.19; provided, further, that, notwithstanding anything else to the contrary contained in this clause (a), in no event shall National Beef Leathers, LLC be or become a Subsidiary Loan Party, except upon consent of the Agent.

Additional Collateral. (a) On each Collateral Date, the Parent Borrower will notify the Administrative Agent of the identity of any Wholly Owned Subsidiary that is not already a Subsidiary Guarantor and promptly after such Collateral Date will (i) Subject to applicable law, each Borrower will cause such Subsidiary (unless it is a Foreign Subsidiary any domestic Subsidiaries formed or a Receivables Entity) acquired after the date of this Agreement to become a “Subsidiary Guarantor” under guarantor of the Guarantee Obligations by executing a guaranty in form and Collateral substance reasonably satisfactory to the Lender or a joinder to this Agreement, and to grant first priority Liens to the Lender in all property of such Subsidiary pursuant to security documents in form and substance reasonably satisfactory to the Lender; (ii) in each Borrower will cause (1) 100% of the case issued and outstanding Equity Interests of each such Subsidiary that is a Material Subsidiary, cause such Subsidiary of its domestic Subsidiaries (unless it is a Foreign other than any domestic foreign subsidiary holding company) and (2) 65% of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each foreign Subsidiary or domestic foreign subsidiary holding company owned by any Borrower to be subject at all times to a Receivables Entity) first priority, perfected Lien in favor of the Lender pursuant to become a “Grantor” under each relevant Collateral Agreement, the terms and conditions of the Loan Documents or other security documents as the Lender shall reasonably request; (iii) without limiting the foregoing, each Borrower will, and will cause the Capital Stock of such Wholly Owned each Subsidiary to, execute and deliver, or cause to be pledged pursuant executed and delivered, to the relevant Collateral Lender such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents), 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 (except that, (Asubject to Permitted Liens) if such Subsidiary is a Foreign Subsidiary, no Capital Stock of such Subsidiary shall the Liens created or intended to be pledged unless such Subsidiary is a Material Subsidiary that is directly owned created by the Parent Borrower or a Domestic SubsidiaryCollateral Documents, and then all at the amount of voting stock of such Subsidiary to be pledged pursuant to such Collateral Agreement may be limited to 66% expense of the outstanding shares of voting stock of such Subsidiary, and (B) if such Subsidiary is a Receivables Entity, no shares of Capital Stock of such Subsidiary shall be pledged if the documentation relating to the Receivables securitization to which such Receivables Entity is a party expressly prohibits such pledge) Borrowers; and (iv) except subject to any applicable thresholds or limitations in the case Collateral Documents, if any material assets (including any real property or improvements thereto or any interest therein) are acquired by any Borrower or its Subsidiaries outside the ordinary course of a Foreign Subsidiary business after the date of this Agreement (other than assets constituting Collateral that become subject to the Lien in favor of the Lender pursuant to the Collateral Documents upon acquisition thereof or a Receivables Entityspecifically excluded collateral), take all steps required the Borrowers will (1) notify the Lender thereof and, if reasonably requested by the relevant Security Documents Lender, cause such assets to be subjected to a Lien securing the Obligations and this Agreement (2) take, and cause each Subsidiary to create take, such actions as shall be necessary or reasonably requested by the Lender to grant and perfect Liens such Liens, including actions described in the relevant property of such Subsidiary; provided that the Parent Borrower and its Subsidiaries shall not be required to comply with the requirements clause (iii) of this Section 5.11(a) if Section, all at the Administrative Agent, in its sole discretion, determines that the cost of such compliance is excessive in relation to the value expense of the collateral security to be afforded therebyBorrowers.

Additional Collateral. (a) On each Collateral Date, the Parent Borrower will notify the Administrative Agent of the identity of any Wholly Owned Subsidiary that is not already a Subsidiary Guarantor and promptly after such Collateral Date will Upon (i) cause such Subsidiary (unless it is a Foreign Subsidiary or a Receivables Entity) to become a “Subsidiary Guarantor” under Debtor's exercise of the Guarantee and Collateral Surgical Product Option in Section 3.2 of the Collaboration Agreement, (ii) Debtor's breach of the financial covenant set forth in the case of each such Subsidiary that is a Material SubsidiarySection 7A(a) hereof, cause such Subsidiary (unless it is a Foreign Subsidiary or a Receivables Entity) to become a “Grantor” under each relevant Collateral Agreement, (iii) cause the Capital Stock of such Wholly Owned Subsidiary to be pledged pursuant to the relevant Collateral Agreement (except that, (A) if such Subsidiary is a Foreign Subsidiary, no Capital Stock of such Subsidiary shall be pledged unless such Subsidiary is a Material Subsidiary that is directly owned by the Parent Borrower or a Domestic Subsidiary, and then the amount of voting stock of such Subsidiary to be pledged pursuant to such Collateral Agreement may be limited to 66% Debtor's breach of the outstanding shares financial covenant set forth in Section 7A(b) hereof, Debtor shall add as additional collateral (i) the Applicable Percentage (as hereafter defined) of voting all of Debtor's right, title and interest in Debtor's ownership interest in Biotage, Inc. (the "Shares"); (ii) all products, proceeds, substitutions, additions, interest, dividends and other distributions (including, without limitation, stock of such Subsidiary, and (Bsplits) if such Subsidiary is a Receivables Entity, no shares of Capital Stock of such Subsidiary shall be pledged if the documentation relating to the Receivables securitization shares and (iii) all books and records relating to which such Receivables Entity is a party expressly prohibits such pledgethe property described in (i) and (ivii) except (collectively, the "Additional Collateral"). Thereafter, all references in the case of a Foreign Subsidiary or a Receivables Entity, take all steps required by the relevant Security Documents and this Agreement to create the "Collateral" shall be deemed to include the Additional Collateral. Effective upon the occurrence of any of the events set forth in this Section 2(b) above, to further secure the full and perfect Liens prompt payment and performance of the Obligations, the Debtor grants the Secured Party a continuing security interest in all of the relevant property Debtor's right, title and interest in and to the Additional Collateral. No later than five days after the occurrence of such Subsidiary; provided any of the events set forth in this Section 2(b) above, the Debtor shall execute a stock pledge agreement in form and substance reasonably satisfactory to the Secured Party and deliver to the Secured Party related stock certificates and stock powers and failure to do so shall constitute an Event of Default. The Secured Party agrees that the Parent Borrower and its Subsidiaries Debtor shall not no longer be required obligated to comply grant the Secured Party the Additional Collateral or, if such Additional Collateral has already been granted, shall release such Additional Collateral, after the Secured Party confirms that it has been provided with the requirements a Letter of this Section 5.11(a) if the Administrative Agent, in its sole discretion, determines that the cost of such compliance is excessive in relation to the value of the collateral security to be afforded therebyCredit.

Additional Collateral. (a) On each Collateral DateWith respect to any assets (with a fair market value in excess of $1,000,000, the Parent Borrower will notify the Administrative Agent of the identity of any Wholly Owned Subsidiary that is not already a Subsidiary Guarantor and promptly after such Collateral Date will (i) cause such Subsidiary (unless it is a Foreign Subsidiary or a Receivables Entity) to become a “Subsidiary Guarantor” under the Guarantee and Collateral Agreement, (ii) in the case of each such Subsidiary that is a Material Subsidiary, cause such Subsidiary (unless it is a Foreign Subsidiary or a Receivables Entity) to become a “Grantor” under each relevant Collateral Agreement, (iii) cause the Capital Stock of such Wholly Owned Subsidiary to be pledged pursuant to the relevant Collateral Agreement (except that, (A) if such Subsidiary is a Foreign Subsidiary, no Capital Stock of such Subsidiary shall be pledged unless such Subsidiary is a Material Subsidiary that is directly owned by the Parent Borrower or a Domestic Subsidiary, and then the amount of voting stock of such Subsidiary to be pledged pursuant to such Collateral Agreement may be limited to 66% of the outstanding shares of voting stock of such Subsidiary, and (B) if such Subsidiary is a Receivables Entity, no shares of Capital Stock of such Subsidiary shall be pledged if the documentation relating to the Receivables securitization to which such Receivables Entity is a party expressly prohibits such pledge) and (iv) except in the case of a Foreign Subsidiary or a Receivables Entity, take all steps required by the relevant Security Documents and this Agreement to create and perfect Liens in the relevant property of such Subsidiary; provided that the Parent Lenders may at any time request that the Borrower and its Subsidiaries shall not be required to comply with the requirements of this Section 5.11(asubsection 10.10 (a) if with respect to any assets (other than real property with a fair market value less than $1,000,000) having a lesser fair market value) acquired or created after the Closing Date by the Borrower or any of its Domestic Subsidiaries that are intended to be subject to the Lien created by any of the Security Documents but which are not so subject (other than (x) any assets described in paragraph (b) or (c) of this subsection, (y) property subject to a lien permitted by subsections 11.3(g) and (h) or 11.14(b) and (z) immaterial assets a Lien on which cannot be perfected by filing UCC-1 financing statements or by filings in the United States Patent and 66 61 Trademark Office), promptly (and in any event within 30 days after the creation or acquisition thereof): (i) execute and deliver to the Administrative Agent such amendments to the relevant Security Documents or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a Lien on such assets, (ii) take all actions necessary or advisable to cause such Lien to be duly perfected in its sole discretionaccordance with all applicable Requirements of Law, determines that including, without limitation, the cost filing of financing statements in such compliance is excessive in relation jurisdictions as may be reasonably requested by the Administrative Agent, and (iii) if requested by the Administrative Agent, deliver to the value Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent; provided, however, that, with respect to any Intellectual Property (each such term, as defined in the Master Guarantee and Collateral Agreement) acquired or created by the Borrower or any of its Domestic Subsidiaries after the Closing Date, the foregoing documentation need only be provided within 10 Business Days following the last day of the collateral security to be afforded therebyfiscal quarter of the Borrower in which such Intellectual Property was so acquired or created.

Additional Collateral. (a) On each Collateral Date, In the Parent Borrower will notify event that any Credit Party acquires a Material Real Estate Asset and such interest has not otherwise been made subject to the Administrative Agent Lien of the identity Collateral Documents in favor of any Wholly Owned Subsidiary that is not already a Subsidiary Guarantor Collateral Agent, for the benefit of Secured Parties, then such Credit Party shall promptly, but in no event later than thirty (30) days following the acquisition of such Material Real Estate Asset, take all such actions and promptly after execute and deliver, or cause to be executed and delivered, all such Collateral Date will (imortgages, documents, instruments, agreements, opinions and certificates, including those which are similar to those described in Sections 3.1(e), 3.1(f), 3.1(g) cause such Subsidiary (unless it is a Foreign Subsidiary or a Receivables Entityand 3.1(i) with respect to become a “Subsidiary Guarantor” under the Guarantee and Collateral Agreement, (ii) in the case of each such Subsidiary Material Real Estate Asset that is Collateral Agent shall reasonably request to create in favor of Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority Lien on such Material SubsidiaryReal Estate Assets (or if a Lien on any such Real Estate Asset cannot be provided, cause such Subsidiary (unless it is a Foreign Subsidiary or a Receivables Entity) to become a “Grantor” under each relevant Collateral Agreement, (iii) cause First Priority perfected Lien on the Capital Stock of the Subsidiary that owns a direct interest in such Wholly Owned Subsidiary to be pledged pursuant to the relevant Collateral Agreement (except that, (A) Real Estate Asset; provided that if such Subsidiary is a Foreign Subsidiary, no the Domestic Subsidiary owning such Foreign Subsidiary (directly or through other Foreign Subsidiaries) shall grant a First Priority perfected Lien on the Capital Stock of any such directly-owned Foreign Subsidiary, which Lien shall be limited to (A) 66% of the voting Capital Stock of such Foreign Subsidiary shall be pledged unless such Subsidiary is a Material Subsidiary that is directly owned by the Parent Borrower or a Domestic Subsidiary, and then the amount of voting stock of such Subsidiary to be pledged pursuant to such Collateral Agreement may be limited to 66% of the outstanding shares of voting stock of such Subsidiary, and (B) if such Subsidiary is a Receivables Entity, no shares 100% of the non-voting Capital Stock of such Subsidiary shall be pledged if the documentation relating Subsidiary), in each case, subject to the Receivables securitization to which such Receivables Entity is a party expressly prohibits such pledge) and (iv) except in the case of a Foreign Subsidiary or a Receivables Entity, take all steps required by the relevant Security Documents and this Agreement to create and perfect Liens in the relevant property of such SubsidiaryPermitted Liens; provided that the neither Parent Borrower and its Subsidiaries nor any other Credit Party shall not be required to comply with the requirements of this provide or cause to be provided such additional Collateral (or Guarantees pursuant to Section 5.11(a5.8) if (i) at the Administrative Agent, in its sole discretion, determines that the cost time of acquisition of such compliance is excessive in relation Material Real Estate Asset or Capital Stock, the applicable Minimum Equity Value Ratio has been satisfied or (ii) any existing Contractual Obligations assumed or entered into by Parent or any such Subsidiary to effectuate or reasonably facilitate the value acquisition of the collateral security such Material Real Estate Assets (including Contractual Obligations governing non-Wholly Owned Subsidiaries or Joint Ventures and Indebtedness permitted to be afforded therebyincurred pursuant to Section 6.1) prohibits the granting of such Lien.

Additional Collateral. (a) On each Collateral Date, the Parent Borrower will notify the Administrative Agent of the identity of any Wholly Owned Subsidiary that is not already a Subsidiary Guarantor and promptly after such Collateral Date will (i) Subject to applicable law, each Loan Party will cause such Subsidiary any domestic Subsidiaries formed or acquired after the date of this Agreement (unless it is a Foreign Subsidiary or a Receivables Entityother than any Excluded Subsidiary) to become a “Subsidiary Guarantor” under guarantor of the Guarantee and Collateral Obligations (including, without limitation, any Prepayment Premium) by executing a joinder to this Agreement, and to grant first priority Liens to the Lender in all Collateral of such Subsidiary pursuant to Collateral Documents in form and substance reasonably satisfactory to the Lender; (ii) without limiting the foregoing, each Loan Party will 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, mortgages, deeds of trust and other documents), 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 (subject to Permitted Liens) of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Loan Parties to the extent provided in Section 9.03; and (iii) subject to any applicable thresholds or limitations in the case Collateral Documents, if any material assets (including any real property or improvements to such property or any interest in such property) are acquired by any Loan Party outside the ordinary course of each such Subsidiary business after the date of this Agreement (other than assets constituting Collateral that is a Material Subsidiarybecome subject to the Lien in favor of the Lender pursuant to the Collateral Documents upon acquisition thereof or specifically excluded collateral), the Loan Parties will (1) notify the Lender thereof and, if reasonably requested by the Lender, cause such assets to be subjected to a Lien securing the Obligations (including, without limitation, any Prepayment Premium) and (2) take, and cause each Subsidiary (unless it is a Foreign Subsidiary to take, such actions as shall be necessary or a Receivables Entity) reasonably requested by the Lender to become a “Grantor” under each relevant Collateral Agreementgrant and perfect such Liens, including actions described in clause (iii) cause of this Section, all at the Capital Stock expense of such Wholly Owned Subsidiary to be pledged pursuant the Borrowers to the relevant Collateral Agreement (except that, (A) if such Subsidiary is a Foreign Subsidiary, no Capital Stock of such Subsidiary shall be pledged unless such Subsidiary is a Material Subsidiary that is directly owned by the Parent Borrower or a Domestic Subsidiary, and then the amount of voting stock of such Subsidiary to be pledged pursuant to such Collateral Agreement may be limited to 66% of the outstanding shares of voting stock of such Subsidiary, and (B) if such Subsidiary is a Receivables Entity, no shares of Capital Stock of such Subsidiary shall be pledged if the documentation relating to the Receivables securitization to which such Receivables Entity is a party expressly prohibits such pledge) and (iv) except extent provided in the case of a Foreign Subsidiary or a Receivables Entity, take all steps required by the relevant Security Documents and this Agreement to create and perfect Liens in the relevant property of such Subsidiary; provided that the Parent Borrower and its Subsidiaries shall not be required to comply with the requirements of this Section 5.11(a) if the Administrative Agent, in its sole discretion, determines that the cost of such compliance is excessive in relation to the value of the collateral security to be afforded thereby9.03.

Additional Collateral. (a) On each Collateral Date, the Parent Borrower will notify the Administrative Agent of the identity of any Wholly Owned Subsidiary that is not already a Subsidiary Guarantor and promptly after such Collateral Date will (i) Borrowers will cause such Subsidiary (unless it is a Foreign Subsidiary any Subsidiaries formed or a Receivables Entity) acquired after the date of this Agreement to become a “Borrower hereunder by executing a joinder agreement in form and substance reasonable satisfactory to Bank, and to grant Liens to Bank in all property of such Subsidiary Guarantor” under the Guarantee pursuant to security documents in form and Collateral Agreement, substance satisfactory to Bank; (ii) in Borrowers will cause (1) 100% of the case issued and outstanding Equity Interests of each such of their domestic Subsidiaries and (2) 65% of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each foreign Subsidiary that is owned by Borrowers to be subject at all times to a Material Subsidiary, cause such Subsidiary (unless it is a Foreign Subsidiary perfected Lien in favor of Bank pursuant to the terms and conditions of the Loan Documents or a Receivables Entity) to become a “Grantor” under each relevant Collateral Agreement, other security documents as Bank shall reasonably request; (iii) without limiting the foregoing, Borrowers will, and will cause the Capital Stock of such Wholly Owned each Subsidiary to, execute and deliver, or cause to be pledged pursuant executed and delivered, to Bank such documents, agreements and instruments, and will take or cause to be taken such further actions (including the relevant Collateral filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents), which may be required by law or which Bank may, from time to time, reasonably request to carry out the terms and conditions of this Agreement (except that, (A) if such Subsidiary is a Foreign Subsidiary, no Capital Stock and the other Loan Documents and to ensure perfection and priority of such Subsidiary shall the Liens created or intended to be pledged unless such Subsidiary is a Material Subsidiary that is directly owned created by the Parent Borrower or a Domestic SubsidiaryLoan Documents, and then all at the amount expense of voting stock of such Subsidiary to be pledged pursuant to such Collateral Agreement may be limited to 66% of the outstanding shares of voting stock of such Subsidiary, and (B) if such Subsidiary is a Receivables Entity, no shares of Capital Stock of such Subsidiary shall be pledged if the documentation relating to the Receivables securitization to which such Receivables Entity is a party expressly prohibits such pledge) Borrowers; and (iv) except in if any material assets (including any real property or improvements thereto or any interest therein) are acquired by Borrowers or their Subsidiaries after the case date of a Foreign Subsidiary or a Receivables Entity, take all steps required by the relevant Security Documents and this Agreement (other than assets constituting Collateral that become subject to create the Lien in favor of Bank pursuant to the Loan Documents upon acquisition thereof or specifically excluded collateral), Borrowers will (1) notify Bank thereof and, if requested by Bank, cause such assets to be subjected to a Lien securing the Obligations and (2) take, and cause each Subsidiary to take, such actions as shall be necessary or reasonably requested by Bank to grant and perfect Liens such Liens, including actions described in the relevant property of such Subsidiary; provided that the Parent Borrower and its Subsidiaries shall not be required to comply with the requirements paragraph (iii) of this Section 5.11(a) if Section, all at the Administrative Agent, in its sole discretion, determines that the cost expense of such compliance is excessive in relation to the value of the collateral security to be afforded therebyBorrowers.