Common use of Additional Guaranties and Collateral Security Clause in Contracts

Additional Guaranties and Collateral Security. Cause each Domestic Subsidiary of any Loan Party to execute and deliver to the Agent promptly, and in any event within three days after the formation, acquisition or change in status thereof (A) a Guaranty guaranteeing the Obligations, (B) a Security Agreement, (C) if such Domestic Subsidiary has any Subsidiaries, a Pledge Agreement, together with (x) certificates evidencing all of the Capital Stock pledged thereunder, (y) undated stock powers executed in blank with signature guaranteed, and (z) such opinion of counsel and such approving certificate of such Subsidiary as the Agent may request (in its Permitted Discretion), (D) one or more Mortgages creating on the real property owned by such Subsidiary in fee simple a perfected, first priority Lien (subject to Permitted Liens) on such real property, a Title Insurance Policy covering such real property, a current ALTA survey thereof and a surveyor’s certificate, each in form and substance reasonably satisfactory to the Agent, together with such other agreements, instruments and documents as the Agent may reasonably require, and (E) such other agreements, instruments, approvals, legal opinions or other documents reasonably requested by the Agent in order to create, perfect, establish the first priority (subject to Permitted Liens) of or otherwise protect any Lien purported to be covered by any such security agreement, Pledge Agreement or Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of such Subsidiary shall become Collateral for the Obligations.

Additional Guaranties and Collateral Security. Cause (i) The Issuer will cause each Domestic Subsidiary of any Loan Party its domestic Subsidiaries not in existence on the date hereof to execute and deliver to the Collateral Agent promptly, and each Holder promptly and in any event within three (3) days after the formation, acquisition or change in status thereof (A) a Guaranty guaranteeing joinder agreement to this Agreement evidencing the agreement of such Subsidiary to Guarantee the Note Obligations, (B) a joinder to each Security Agreement, (C) if such Domestic Subsidiary has any Subsidiaries, a Pledge Agreement, joinder by such Subsidiaries to each Security Agreement together with (x) copies of all certificates evidencing all of the Capital Stock pledged thereunderof any Person or Subsidiary owned by such Subsidiary, (y) copies of all undated stock powers executed in blank with signature guaranteed, and (z) such opinion of counsel and such approving certificate of such Subsidiary as the Collateral Agent or the Tranche B Requisite Holders may reasonably request (in its Permitted Discretion)respect of complying with any legend on any such certificate or any other matter relating to such shares, (D) one or more Mortgages creating on the real property owned by of such Subsidiary in fee simple a perfected, first priority perfected Lien (subject pursuant to Permitted LiensSection 5.1(a) on such real property, a Title Insurance Policy title insurance policy covering such real property, a current ALTA survey thereof and a surveyor’s certificate, each in form and substance reasonably satisfactory to the AgentCollateral Agent and the Tranche B Requisite Holders, together with such other agreements, instruments and documents as the Collateral Agent or the Tranche B Requisite Holders may reasonably require, and (E) such other agreements, instruments, approvals, legal opinions or other documents reasonably requested by the Collateral Agent or the Tranche B Requisite Holders in order to create, perfect, establish the first third priority (subject to Permitted Liens) of or otherwise protect any Lien purported to be covered by any such security agreement, Pledge Security Agreement or Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Transaction Documents and that all property and assets of such Subsidiary shall become Collateral for the Note Obligations.; and

Additional Guaranties and Collateral Security. Cause (i) each Domestic Subsidiary of any Loan Party not in existence on the Effective Date, or any Unrestricted Subsidiary that at any time fails to meet the requirements for an Unrestricted Subsidiary, to execute and deliver to the Agent promptly, promptly and in any event within three days (3) Business Days after the formation, acquisition or change in status thereof (A) a Guaranty guaranteeing the Obligations, (B) a Security Agreement, (C) if such Domestic Subsidiary has any Subsidiaries, a Pledge Agreement, Agreement together with (x) certificates evidencing all of the Capital Stock pledged thereunderof any Person owned by such Subsidiary, (y) undated stock powers executed in blank with signature guaranteed, and (z) such opinion of counsel and such approving certificate of such Subsidiary as the Agent may reasonably request (in its Permitted Discretion)respect of complying with any legend on any such certificate or any other matter relating to such shares, (D) one or more Mortgages creating on the any real property owned by having a book value in excess of $1,000,000, or leased property having an annual minimum fixed rent in excess of $750,000 (if the lease term (including extensions) is less than five years) or $250,000 (if the lease term (including extensions) is equal to or greater than five years) of such Subsidiary in fee simple a perfected, first priority Lien (on such real property subject only to Permitted Liens) on such real property, a Title Insurance Policy covering such owned real property, a current ALTA survey thereof and a surveyor’s 's certificate, each in form and substance reasonably satisfactory to the Agent, together with such other agreements, instruments and documents as the Agent may reasonably requirerequire whether comparable to the documents required under Section 6.01(i) or otherwise (it being understood that the Loan Parties shall use their reasonable best efforts (which shall not include the payment of additional sums (other than incidental expenses)) to obtain such Mortgage and other documents) , and (E) such other agreements, instruments, approvals, legal opinions or other documents reasonably requested by the Agent in order to create, perfect, establish the first priority (subject to Permitted Liens) of or otherwise protect any Lien purported to be covered by any such security agreementSecurity Agreement, Pledge Agreement or Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of such Subsidiary shall become Collateral for the Obligations; and (ii) each owner of the Capital Stock of any such Subsidiary to execute and deliver promptly and in any event within three (3) Business Days after the formation or acquisition of such Subsidiary a Pledge Agreement, together with (A) certificates evidencing all of the Capital Stock of such Subsidiary, (B) undated stock powers or other appropriate instruments of assignment executed in blank with signature guaranteed, (C) such opinion of counsel and such approving certificate of such Subsidiary as the Agent may reasonably request in respect of complying with any legend on any such certificate or any other matter relating to such shares and (D) such other agreements, instruments, approvals, legal opinions or other documents requested by the Agent; provided, however, that nothing contained herein shall be deemed a modification of any other provisions of this Agreement restricting the formation or Acquisition of Subsidiaries by the Loan Parties, or the requirements applicable to Unrestricted Subsidiaries.

Additional Guaranties and Collateral Security. Cause (i) each Domestic Subsidiary of any Loan Party not in existence on the Effective Date, or any Unrestricted Subsidiary that at any time fails to meet the requirements for an Unrestricted Subsidiary, to execute and deliver to the Agent promptly, promptly and in any event within three days (3) Business Days after the formation, acquisition or change in status thereof (A) a Guaranty guaranteeing the Obligations, (B) a Security Agreement, (C) if such Domestic Subsidiary has any Subsidiaries, a Pledge Agreement, Agreement together with (x) certificates evidencing all of the Capital Stock pledged thereunderof any Person owned by such Subsidiary, (y) undated stock powers executed in blank with signature guaranteed, and (z) such opinion of counsel and such approving certificate of such Subsidiary as the Agent may reasonably request (in its Permitted Discretion)respect of complying with any legend on any such certificate or any other matter relating to such shares, (D) one or more Mortgages creating on the any real property owned by having a book value in excess of $1,000,000, or leased property having an annual minimum fixed rent in excess of $750,000 (if the lease term (including extensions) is less than five years) or $250,000 (if the lease term (including extensions) is equal to or greater than five years) of such Subsidiary in fee simple a perfected, first priority Lien (on such real property subject only to Permitted Liens) on such real property, a Title Insurance Policy covering such owned real property, a current ALTA survey thereof and a surveyor’s 's certificate, each in form and substance reasonably satisfactory to the Agent, together with such other agreements, instruments and documents as the Agent may reasonably requirerequire whether comparable to the documents required under Section 6.01(i) or otherwise (it being understood that the Loan Parties shall use their reasonable best efforts (which shall not include the payment of additional sums (other than incidental expenses) or the commencement of any legal action) to obtain such Mortgage and other documents), and (E) such other agreements, instruments, approvals, legal opinions or other documents reasonably requested by the Agent in order to create, perfect, establish the first priority (subject to Permitted Liens) of or otherwise protect any Lien purported to be covered by any such security agreementSecurity Agreement, Pledge Agreement or Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of such Subsidiary shall become Collateral for the Obligations; and (ii) each owner of the Capital Stock of any such Subsidiary to execute and deliver promptly and in any event within three (3) Business Days after the formation or acquisition of such Subsidiary a Pledge Agreement, together with (A) certificates evidencing all of the Capital Stock of such Subsidiary, (B) undated stock powers or other appropriate instruments of assignment executed in blank with signature guaranteed, (C) such opinion of counsel and such approving certificate of such Subsidiary as the Agent may reasonably request in respect of complying with any legend on any such certificate or any other matter relating to such shares and (D) such other agreements, instruments, approvals, legal opinions or other documents requested by the Agent; PROVIDED, HOWEVER, that nothing contained herein shall be deemed a modification of any other provisions of this Agreement restricting the formation or Acquisition of Subsidiaries by the Loan Parties, or the requirements applicable to Unrestricted Subsidiaries.

Additional Guaranties and Collateral Security. Cause each Domestic direct wholly-owned Subsidiary (other than Excluded Subsidiaries) of the Parent or any Loan Party not in existence on the Effective Date, and each Subsidiary of the Parent or any Loan Party which is an Excluded Subsidiary on the Effective Date or upon formation or acquisition but later ceases to be an Excluded Subsidiary, to execute and deliver to the Collateral Agent promptly, promptly and in any event within three days 10 Business Days after the formation, acquisition or change in status thereof (A) a Guaranty guaranteeing the Obligationsor an Accession Agreement, (B) within 10 Business Days, a Security Agreement or a Deed of Accession (as defined in the Security Agreement), (C) if such Domestic Subsidiary has any Subsidiariesapplicable, a Pledge Agreementwithin 60 days, together with (x) certificates evidencing all of the Capital Stock pledged thereunder, (y) undated stock powers executed in blank with signature guaranteed, and (z) such opinion of counsel and such approving certificate of such Subsidiary as the Agent may request (in its Permitted Discretion), (D) one or more Mortgages creating on the real or heritable property owned by of such Subsidiary in fee simple a perfected, first priority Lien (subject to Permitted Liens) on such real property, a Title Insurance Policy covering such real property, a current ALTA survey thereof or heritable property and a surveyor’s 's certificate, each in form and substance reasonably satisfactory to the Collateral Agent, together with such other agreements, instruments and documents as the Collateral Agent may reasonably requirerequire whether comparable to the documents required under Section 7.01(o) or otherwise, and (ED) as promptly as practicable, such other agreements, instruments, approvals, legal opinions or other documents reasonably requested by the Agent Collateral Agent, in order to create, perfect, establish the first priority (subject to Permitted Liens) of or otherwise protect any Lien purported to be covered by any such security agreement, Pledge Security Agreement or Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of such Subsidiary shall become Collateral for the Obligations. Notwithstanding anything to the contrary contained in this Section 7.01(b), the Parent's and each Loan Party's obligations under this Section 7.01(b) shall be subject to compliance with all applicable law, including without limitation, receipt of any required exchange control approvals necessary for any of the actions described above, provided that the Parent and the Loan Parties shall use best efforts to comply with such laws, including, without limitation, obtaining any such exchange control approvals. Without limiting the generality of the foregoing, the obligations of the Parent and the Loan Parties under this Section 7.01(b) with respect to a Subsidiary of the Parent or a Loan Party that is organized under the laws of South Africa shall be subject to receipt of the South Africa Exchange Control Approval; provided that the Parent, such Loan Party and such Subsidiary shall use best efforts to obtain the South Africa Exchange Control Approval.

Additional Guaranties and Collateral Security. (i) Cause each Domestic Subsidiary of any Loan Party not in existence on the Effective Date (other than SeaMaster China at such time as it becomes a Subsidiary) to execute and deliver to the Agent promptlyAgent, each in form and substance satisfactory to Agent, promptly and in any event within three ten (10) days after the formation, acquisition or change in status thereof (A) a Guaranty guaranteeing the Obligations, (B) a Security Agreement, (C) if such Domestic Subsidiary has any Subsidiaries, a Pledge Agreement, Agreement together with (x1) if certificated, certificates evidencing (aa) all of the Capital Stock pledged thereunderof any Person organized under the laws of the United States of America and owned by such Subsidiary or (bb) sixty-five (65%) percent of the Capital Stock of any Person organized under the laws of a jurisdiction other than the United States of America and owned by such Subsidiary, (y2) undated stock powers or other appropriate instruments of assignment executed in blank with signature guaranteed executed in blank with signature guaranteed, and (z3) such opinion of counsel and such approving certificate of such Subsidiary as the Agent may request (in its Permitted Discretion)reasonably request, (D) one to the extent that such Subsidiary has any interest in real property having a Current Value in excess of $250,000 in the case of a fee interest or more requiring the payment of annual rent exceeding in the aggregate $250,000 in the case of a leasehold interest, upon the request of Agent or at the direction of Required Lenders, each in form and substance satisfactory to Agent: (1) Mortgages creating on with respect to such real property and related assets located at the real property owned property, each duly executed by such Subsidiary Person and in fee simple recordable form; (2) evidence of the recording of such Mortgages in such office or offices as may be necessary or, in the opinion of Agent, desirable to create and perfect a perfected, valid and enforceable first priority Lien (subject to Permitted Liens) on the real property and related assets intended to be covered thereby or to otherwise protect the rights of Agent and Lenders thereunder, (3) a Title Insurance Policy, (4) a survey of such real property, a certified to Agent and to the issuer of the Title Insurance Policy covering by a licensed professional surveyor reasonably satisfactory to Agent, (5) Phase I environmental site assessments with respect to such real property, certified to Agent by a current ALTA survey thereof and a surveyor’s certificate, each in form and substance reasonably company satisfactory to the Agent, together with and (6) such other agreements, documents or instruments (including guarantees and documents opinions of counsel) as the Agent may reasonably require, and (E) such other agreements, instruments, approvals, legal opinions or other documents reasonably requested by the Agent in order to create, perfect, establish the first priority (subject to Permitted Liens) of or otherwise protect any Lien purported to be covered by any such security agreementSecurity Agreement, Pledge Agreement or Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of such Subsidiary shall become Collateral for the Obligations., except as Agent may otherwise agree; and

Additional Guaranties and Collateral Security. Cause If requested by --------------------------------------------- the Agent, cause each Domestic non-debtor Restricted Subsidiary of any Loan Party not a Guarantor on the Effective Date, other than (i) Xxxxxxxx of America, Inc., Lernout & Hauspie, LLC and Omnivoice Technologies, Inc., (ii) Restricted Subsidiaries not organized under the laws of the United States or any state thereof and (iii) Restricted Subsidiaries that do not own assets with a book value in excess of $250,000 for any such individual Restricted Subsidiary or $1,000,000 for all such Restricted Subsidiaries, to execute and deliver to the Agent promptly, promptly and in any event within three days 10 Business Days after the formation, acquisition or change in status thereof (A) a Guaranty guaranteeing the Obligations, (B) a Security Agreement, (C) if such Domestic Restricted Subsidiary has any Subsidiaries, a Pledge Agreement, Agreement together with (x) certificates evidencing all of the Capital Stock pledged thereunder, of any Person owned by such Restricted Subsidiary and (y) undated stock powers executed in blank with signature guaranteed, and (z) such opinion of counsel and such approving certificate of such Subsidiary as the Agent may request (in its Permitted Discretion), (D) one or more Mortgages creating on the all real property of such Restricted Subsidiary owned by such Subsidiary in fee simple fee, a perfected, first priority Lien (subject to Permitted Liens) on such real property, a Title Insurance Policy covering such real property, a current ALTA survey thereof and a surveyor’s certificatesubject to any Permitted Priority Liens, each in form and substance reasonably satisfactory to the Agent, together with such other agreements, instruments and documents as the Agent may reasonably require, and (E) such other agreements, instruments, approvals, legal opinions approvals or other documents reasonably requested by the Agent in order to create, perfect, establish the first priority (subject to Permitted Liens) of or otherwise protect any Lien purported to be covered by any such security agreementSecurity Agreement, Pledge Agreement or Mortgage (subject to any Permitted Priority Liens) or otherwise to effect the intent that such Restricted Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that substantially all property and assets of such Restricted Subsidiary shall become Collateral for the Obligations.

Additional Guaranties and Collateral Security. Cause (a) each Domestic wholly owned Subsidiary of any Loan Credit Party not in existence on the Closing Date, to execute and deliver to the Agent promptly, promptly and in any event within three days (3) Business Days after the formation, acquisition or change in status thereof (A) a Guaranty guaranteeing the Obligations, (B) a joinder to the Security Agreement substantially in the form attached as Annex I to the Security Agreement, (C) if such Domestic Subsidiary has any Subsidiaries, a joinder to the Pledge Agreement, Agreement substantially in the form attached as Annex I to the Pledge Agreement together with (x) certificates evidencing all of the Capital Stock pledged thereunderof any Person owned by such Subsidiary (other than a Foreign Subsidiary) and, in the case of a Foreign Subsidiary, all of the non-voting Stock and sixty-five percent (65%) of the voting Stock of such Foreign Subsidiary, (y) undated stock powers executed in blank with signature guaranteed, and (z) such opinion of counsel and such approving certificate of such Subsidiary as the Agent may reasonably request in respect of complying with any legend on any such certificate or any other matter relating to such shares; provided that (i) the provisions contained in its Permitted Discretion)clauses (x) and (y) of this clause (C) shall not apply until the date upon which the Discharge of Term Obligations has occurred, and (ii) until the date upon which the Discharge of Term Obligations has occurred, the opinion and certificate referred to in clause (z) of this clause (C) shall be, in each case, limited in scope and substance to the opinion and certificate, if any, delivered to the Senior Secured Notes Trustee or the DIP Term Loan Agent, as applicable, in connection with such Subsidiary becoming party to any Senior Secured Notes Document or DIP Term Loan Documents, (DD)(1) prior to the Discharge of Term Obligations, to the extent mortgages are delivered creating on the owned real property of such Subsidiary a perfected first priority security interest securing the Senior Term Obligations, one or more Mortgages creating on the such real property owned by a perfected second priority Lien on such Subsidiary in fee simple property, and thereafter, at the request of Agent, one or more Mortgages creating on such real property a perfected, first priority Lien (subject to Permitted Liens) on such real propertyproperty and (2) prior to the Discharge of Term Obligations, to the extent delivered to the Senior Secured Notes Trustee or the DIP Term Loan Agent, as applicable, and thereafter, at the request of Agent, a Title Insurance Policy covering such real property, a current ALTA survey thereof and a surveyor’s certificate, each in form and substance reasonably satisfactory to the Agent, together with such other agreements, instruments and documents as the Agent may reasonably requirerequire whether comparable to the documents required under Section 5.19 or otherwise, and (E) such other agreements, instruments, approvals, legal opinions or other documents reasonably requested by the Agent in order to create, perfect, establish the first priority (subject to Permitted Liens) of or otherwise protect any Lien purported to be covered by any such security agreement, Security Agreement or Pledge Agreement or Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of such Subsidiary shall become Collateral for the Obligations.; provided, however, that in no event shall (i) any Credit Party be required to xxxxx x Xxxx on any Excluded Assets or (ii) any Foreign Subsidiary be required to guaranty the Obligations or xxxxx x Xxxx on any of its assets to secure the Obligations if such guaranty or Lien may result in a “deemed dividend” to any of the Credit Parties; and

Additional Guaranties and Collateral Security. Cause Each Borrower shall cause each Domestic Subsidiary of any Loan Party Borrower not in existence on the date hereof, to execute and deliver to Agent (or, if the Agent promptlyWorking Capital Loan Termination Date has not occurred, Working Capital Agent) promptly and in any event within three 20 days after the formation, formation or acquisition or change in status thereof (Ai) a Guaranty guaranty guaranteeing the Obligations, (Bii) a Security Agreementsecurity agreement, (Ciii) if such Domestic Subsidiary has any direct Subsidiaries, a Pledge Agreement, pledge agreement together with (x) certificates evidencing all of the Capital Stock pledged thereunderof any Subsidiary directly owned by such Domestic Subsidiary, (y) undated stock powers executed in blank with signature guaranteed, and (z) such opinion of counsel and such approving certificate consent of such directly owned Subsidiary as the Agent may request (in its Permitted Discretion), (D) one or more Mortgages creating on the real property owned by such Subsidiary in fee simple a perfected, first priority Lien (subject to Permitted Liens) on such real property, a Title Insurance Policy covering such real property, a current ALTA survey thereof and a surveyor’s certificate, each in form and substance reasonably satisfactory to the Agent, together with such other agreements, instruments and documents as the Agent may reasonably requirerequest in respect of complying with any legend on any such certificate or any other matter relating to such shares, and (Eiv) such other agreements, instruments, approvals, legal opinions or other documents reasonably requested by the Agent in order to create, perfect, establish the first priority (subject to Permitted Liensthe prior lien of the Working Capital Agent) of or otherwise protect any Lien lien purported to be covered by any such security agreement, Pledge Agreement agreement or Mortgage pledge agreement or otherwise to effect the intent that such Domestic Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents Financing Agreements and that all property and assets of such Domestic Subsidiary shall become Collateral for the Obligations. Notwithstanding any of the foregoing, if any of the Capital Stock of any direct Subsidiary owned by such Domestic Subsidiary constitutes shares of Capital Stock of a Foreign Subsidiary constituting a "controlled foreign corporation" (as such term is defined in Section 957(a) of the Code or a successor provision thereof), then such Domestic Subsidiary shall not be required to endorse, assign or deliver to Agent those certificates representing the number of shares of the issuer thereof exceeding sixty-five (65%) percent of voting power of all classes of Capital Stock of such issuer entitled to vote which is owned by such Domestic Subsidiary.

Additional Guaranties and Collateral Security. (i) Cause each Domestic domestic Subsidiary of any Loan Party which either (x) is not in existence on the Effective Date or (y) is in existence on the Effective Date, is designated at such time as an Excluded Subsidiary and ceases at any time thereafter to be an Excluded Subsidiary, to execute and deliver to the Collateral Agent promptly, promptly and in any event within three days after the formation, acquisition or change in status thereof and in form and substance satisfactory to the Collateral Agent (A) a Guaranty guaranteeing the Obligations, (B) a Security Agreement, (C) if such Domestic Subsidiary has owns or leases any Subsidiariesreal property such that a Mortgage would be required to be delivered for such property under Section 7.01(o), a Pledge Agreement, together with (x) certificates evidencing all promptly deliver a notice to the Collateral Agent setting forth with specificity a description of such real property, the location of such real property, any structures or improvements thereon and either an appraisal or the Parent’s good-faith estimate of the Capital Stock pledged thereundercurrent value of such real property, and (y) undated stock powers executed in blank with signature guaranteedif requested by the Collateral Agent, promptly execute and (z) such opinion of counsel and such approving certificate of such Subsidiary as the Agent may request (in its Permitted Discretion), (D) deliver one or more Mortgages creating on the such real property owned by such Subsidiary in fee simple a perfected, first priority Lien (subject to Permitted Liens) on such real property, and, if the same would be required under Section 7.01(o), a Title Insurance Policy covering such real property, a current ALTA survey thereof and a surveyor’s certificate, each in form and substance reasonably satisfactory to the Collateral Agent, together with such other agreements, instruments and documents as the Collateral Agent may reasonably requirerequire whether comparable to the documents required under Section 7.01(o) or otherwise, and (ED) such other agreements, instruments, approvals, legal opinions or other documents reasonably requested by the Collateral Agent in order to create, perfect, establish the first priority (subject to Permitted Liens) of or otherwise protect any Lien purported to be covered by any such security agreement, Pledge Security Agreement or Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of such Subsidiary shall become Collateral for the Obligations.

Additional Guaranties and Collateral Security. Cause each Domestic Each Borrower shall cause: (a)each Subsidiary of any Loan Party Borrower not in existence on the date hereof, to execute and deliver to Agent (or, if the Agent promptlyWorking Capital Loan Termination Date has not occurred, Working Capital Agent) promptly and in any event within three 3 days after the formation, acquisition or change in status thereof (Ai) a Guaranty guaranty guaranteeing the Obligations, (Bii) a Security Agreementsecurity agreement, (Ciii) if such Domestic Subsidiary has any Subsidiaries, a Pledge Agreement, pledge agreement together with (x) certificates evidencing all of the Capital Stock pledged thereunderof any Person owned by such Subsidiary, (y) undated stock powers executed in blank with signature guaranteed, and (z) such opinion of counsel and such approving certificate of such Subsidiary as the Agent may reasonably request (in its Permitted Discretion)respect of complying with any legend on any such certificate or any other matter relating to such shares, (Div) one or more Mortgages creating on the real property owned by Real Property of such Subsidiary in fee simple a perfected, first priority Lien lien (subject to Permitted Liensthe prior lien of the Working Capital Agent) on such real propertyReal Property, a Title Insurance Policy title insurance policy covering such real propertyReal Property, a current ALTA survey thereof and a surveyor’s 's certificate, each in form and substance reasonably satisfactory to the Agent, together with such other agreements, instruments and documents as the Agent may reasonably require, and (Ev) such other agreements, instruments, approvals, legal opinions or other documents reasonably requested by the Agent in order to create, perfect, establish the first priority (subject to Permitted Liensthe prior lien of the Working Capital Agent) of or otherwise protect any Lien lien purported to be covered by any such security agreement, Pledge Agreement pledge agreement or Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents Financing Agreements and that all property and assets of such Subsidiary shall become Collateral for the Obligations.; and

Additional Guaranties and Collateral Security. Cause (i) each Domestic Subsidiary of any Loan Party not in existence on the Effective Date, or any Unrestricted Subsidiary that at any time fails to meet the requirements for an Unrestricted Subsidiary, to execute and deliver to the Agent promptly, promptly and in any event within three days (3) Business Days after the formation, acquisition or change in status thereof (A) a Guaranty guaranteeing the Obligations, (B) a Security Agreement, (C) if such Domestic Subsidiary has any Subsidiaries, a Pledge Agreement, Agreement together with (x) certificates evidencing all of the Capital Stock pledged thereunderof any Person owned by such Subsidiary, (y) undated stock powers executed in blank with signature guaranteed, and (z) such opinion of counsel and such approving certificate of such Subsidiary as the Agent may reasonably request (in its Permitted Discretion)respect of complying with any legend on any such certificate or any other matter relating to such shares, (D) one or more Mortgages creating on the any real property owned by having a book value in excess of $1,000,000, or leased property having an annual minimum fixed rent in excess of $750,000 (if the lease term (including extensions) is less than five years) or $250,000 (if the lease term (including extensions) is equal to or greater than five years) of such Subsidiary in fee simple a perfected, first priority Lien (on such real property subject only to Permitted Liens) on such real property, a Title Insurance Policy covering such owned real property, a current ALTA survey thereof and a surveyor’s 's certificate, each in form and substance reasonably satisfactory to the Agent, together with such other agreements, instruments and documents as the Agent may reasonably requirerequire whether comparable to the documents required under Section 6.01(i) or otherwise (it being understood that the Loan Parties shall use their reasonable best efforts (which shall not include the payment of additional sums (other than incidental expenses)) to obtain such Mortgage and other documents) , and (E) such other agreements, instruments, approvals, legal opinions or other documents reasonably requested by the Agent in order to create, perfect, establish the first priority (subject to Permitted Liens) of or otherwise protect any Lien purported to be covered by any such security agreementSecurity Agreement, Pledge Agreement or Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of such Subsidiary shall become Collateral for the Obligations; and (ii) each owner of the Capital Stock of any such Subsidiary to execute and deliver promptly and in any event within three (3) Business Days after the formation or acquisition of such Subsidiary a Pledge Agreement, together with (A) certificates evidencing all of the Capital Stock of such Subsidiary, (B) undated stock powers or other appropriate instruments of assignment executed in blank with signature guaranteed, (C) such opinion of counsel and such approving certificate of such Subsidiary as the Agent may reasonably request in respect of complying with any legend on any such certificate or any other matter relating to such shares and (D) such other agreements, instruments, approvals, legal opinions or other documents requested by the Agent; PROVIDED, HOWEVER, that nothing contained herein shall be deemed a modification of any other provisions of this Agreement restricting the formation or Acquisition of Subsidiaries by the Loan Parties, or the requirements applicable to Unrestricted Subsidiaries.

Additional Guaranties and Collateral Security. (i) Cause each Domestic domestic Subsidiary of any Loan Party which either (x) is not in existence on the Effective Date or (y) is in existence on the Effective Date, is designated at such time as an Excluded Subsidiary and ceases at any time thereafter to be an Excluded Subsidiary, to execute and deliver to the Collateral Agent promptly, promptly and in any event within three days after the formation, acquisition or change in status thereof and in form and substance satisfactory to the Collateral Agent (A) a Guaranty guaranteeing the Obligations, (B) a Security Agreement, (C) if such Domestic Subsidiary has owns or leases any Subsidiariesreal property such that a Mortgage would be required to be delivered for such property under Section 7.01(o), a Pledge Agreement, together with (x) certificates evidencing all promptly deliver a notice to the Collateral Agent setting forth with specificity a description of such real property, the location of such real property, any structures or improvements thereon and either an appraisal or the Parent's good-faith estimate of the Capital Stock pledged thereundercurrent value of such real property, and (y) undated stock powers executed in blank with signature guaranteedif requested by the Collateral Agent, promptly execute and (z) such opinion of counsel and such approving certificate of such Subsidiary as the Agent may request (in its Permitted Discretion), (D) deliver one or more Mortgages creating on the such real property owned by such Subsidiary in fee simple a perfected, first priority Lien (subject to Permitted Liens) on such real property, and, if the same would be required under Section 7.01(o), a Title Insurance Policy covering such real property, a current ALTA survey thereof and a surveyor’s 's certificate, each in form and substance reasonably satisfactory to the Collateral Agent, together with such other agreements, instruments and documents as the Collateral Agent may reasonably requirerequire whether comparable to the documents required under Section 7.01(o) or otherwise, and (ED) such other agreements, instruments, approvals, legal opinions or other documents reasonably requested by the Collateral Agent in order to create, perfect, establish the first priority (subject to Permitted Liens) of or otherwise protect any Lien purported to be covered by any such security agreement, Pledge Security Agreement or Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of such Subsidiary shall become Collateral for the Obligations.