Common use of Additional Guarantors and Collateral Clause in Contracts

Additional Guarantors and Collateral. (a) Promptly notify the Administrative Agent upon any Person becoming a Restricted Subsidiary and (a) cause any such Restricted Subsidiary that is (i) a Domestic Subsidiary or (ii) a Foreign Subsidiary that loses its status as a CFC and is (or becomes) a guarantor of the obligations of a U.S. borrower under the ABL Credit Agreement promptly (and in any event within 30 days of such Person becoming a Restricted Subsidiary (or such longer period as the Administrative Agent may agree to in its reasonable discretion)) to execute and deliver to the Administrative Agent a Guaranty (including, if requested by the Administrative Agent, a joinder to the Guaranty in form and substance satisfactory to the Administrative Agent) in favor of the Administrative Agent for the benefit of the Secured Parties, (b) cause such Guarantor to promptly (and in any event within 30 days of such Guarantor becoming a Restricted Subsidiary (or such longer period as the Administrative Agent may agree to in its reasonable discretion) deliver to the Administrative Agent such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers or other authorized Persons of such Subsidiary as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer or other authorized Person thereof in connection with the Guaranty to which such Subsidiary is a party and such additional and other documents and certifications as the Administrative Agent may reasonably require to evidence that such Subsidiary is duly organized or formed and is validly existing, in good standing and qualified to engage in business, in each case to the extent applicable, in jurisdictions reasonably identified by the Administrative Agent, and (c) cause such Guarantor to execute and deliver promptly (and in any event within 30 days of such Guarantor becoming a Restricted Subsidiary) such documents, instruments and agreements and to take such other actions as the Administrative Agent shall require to evidence and perfect a Lien in favor of the Administrative Agent (for the benefit of Secured Parties) on all assets of such Person which are the same type as the Collateral, including delivery of legal opinions, in form and substance satisfactory to Agent, as it shall deem appropriate.

Additional Guarantors and Collateral. (a) Promptly notify the Administrative Agent upon With respect to any Person becoming that becomes a Restricted Subsidiary and (a) cause any such Restricted Subsidiary that is (i) a Material Domestic Subsidiary or (ii) a Foreign Subsidiary that loses its status as a CFC and is (or becomes) a guarantor of after the obligations of a U.S. borrower under Closing Date, the ABL Credit Agreement Borrower will promptly (and in any event within 30 days 20 Business Days of the date such Person becoming becomes a Restricted Material Domestic Subsidiary (as such period may be extended in the sole discretion of the Administrative Agent)) (i) (A) cause such Material Domestic Subsidiary to become a party to the Subsidiary Guarantee, (B) cause such Material Domestic Subsidiary to become a party to the Pledge Agreement, the Intercompany Note and (except during a Suspension Period) the Security Agreement and to take all actions reasonably necessary or such longer period as advisable in the opinion of the Administrative Agent to cause the Liens created by the Pledge Agreement and the Security Agreement to be duly perfected to the extent required by such agreement in accordance with all applicable Requirements of Law, including the filing of Uniform Commercial Code financing statements or other filings in such jurisdictions as may agree be required by the Pledge Agreement and the Security Agreement, and (C) if reasonably requested by the Administrative Agent, cause such Material Domestic Subsidiary to in its reasonable discretion)) to execute and deliver to the Administrative Agent a Guaranty certificate of such Material Domestic Subsidiary, substantially in the form of Exhibit F or such other form as may be agreed to by the Administrative Agent (includingacting reasonably), with appropriate insertions and attachments, (ii) if reasonably requested by the Administrative Agent, a joinder to the Guaranty in form and substance satisfactory to the Administrative Agent) in favor of the Administrative Agent for the benefit of the Secured Parties, (b) cause such Guarantor to promptly (and in any event within 30 days of such Guarantor becoming a Restricted Subsidiary (or such longer period as the Administrative Agent may agree to in its reasonable discretion) deliver to the Administrative Agent such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers or other authorized Persons of such Subsidiary as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer or other authorized Person thereof in connection with the Guaranty to which such Subsidiary is a party and such additional and other documents and certifications as the Administrative Agent may reasonably require to evidence that such Subsidiary is duly organized or formed and is validly existing, in good standing and qualified to engage in business, in each case legal opinions relating to the extent applicablematters described above, in jurisdictions reasonably identified by the Administrative Agent, and (c) cause such Guarantor to execute and deliver promptly (and in any event within 30 days of such Guarantor becoming a Restricted Subsidiary) such documents, instruments and agreements and to take such other actions as the Administrative Agent which opinions shall require to evidence and perfect a Lien in favor of the Administrative Agent (for the benefit of Secured Parties) on all assets of such Person which are the same type as the Collateral, including delivery of legal opinions, be in form and substance reasonably satisfactory to Agentthe Administrative Agent and (iii) deliver or cause to be delivered to the Administrative Agent the certificates, if any, representing all of the Capital Stock of such Material Domestic Subsidiary and any Restricted Subsidiaries that are Subsidiaries of such Material Domestic Subsidiary (excluding any Excluded Capital Stock as it shall deem appropriatesuch term is defined in the Pledge Agreement), together with undated stock powers or other appropriate instruments of transfer executed and delivered in blank by a duly authorized officer of the holder(s) of such Capital Stock, and a joinder to the Intercompany Note substantially in the form attached thereto.

Additional Guarantors and Collateral. (a) Promptly notify With respect to any new Subsidiary (other than an Excluded Subsidiary) created (including by way of a Division) or acquired after the Administrative Agent upon Closing Date by any Person becoming a Restricted Subsidiary and Credit Party (which, for the purposes of this paragraph (a) cause ), shall include any such Restricted existing Subsidiary that is ceases to be an Excluded Subsidiary), promptly (i) a Domestic Subsidiary or (ii) a Foreign Subsidiary that loses its status as a CFC and is (or becomes) a guarantor of the obligations of a U.S. borrower under the ABL Credit Agreement promptly (and in any event within 30 days of such Person becoming a Restricted Subsidiary (or such longer period as the Administrative Agent may agree to in its reasonable discretion)) to execute and deliver to the Administrative Agent a Guaranty (including, if requested by such amendments to the Guarantee and Collateral Agreement or such other Security Document as the Administrative Agent reasonably deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a joinder to perfected first priority security interest in the Guaranty Equity Interests of such new Subsidiary that is owned by any Credit Party (provided that in form and substance satisfactory no event shall (x) more than 65% of the total outstanding voting capital stock of any first-tier Foreign Subsidiary or Foreign Subsidiary Holdco or (y) any capital stock of any lower tier Foreign Subsidiary, Foreign Subsidiary Holdco or of a Domestic Subsidiary of a Foreign Subsidiary, (ii) if such Equity Interests are certificated, deliver to the Administrative AgentAgent the certificates representing such pledged Equity Interests, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Credit Party, (iii) in favor cause such new Subsidiary that is a Domestic Subsidiary (other than an Excluded Subsidiary) (A) to guaranty the Obligations of any Credit Party, (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Secured PartiesLenders a perfected first priority (subject to Permitted Liens) security interest in the Collateral with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as are reasonably requested by the Administrative Agent, (bC) cause such Guarantor to promptly (and in any event within 30 days of such Guarantor becoming a Restricted Subsidiary (or such longer period as the Administrative Agent may agree to in its reasonable discretion) deliver to the Administrative Agent such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers or other authorized Persons a certificate of such Subsidiary as Subsidiary, substantially in the form of the certificates delivered on the Closing Date pursuant to Section 4.01(d), with appropriate insertions and attachments, and (D) to take such actions necessary or advisable to grant to the Administrative Agent may require evidencing for the identity, authority benefit of the Lenders a perfected first priority (subject to Permitted Liens) security interest in substantially all personal property owned by such Person (other than Excluded Assets) and capacity of each Responsible Officer or other authorized Person thereof in connection with the Guaranty to which such Subsidiary is a party and such additional and other documents and certifications as the Administrative Agent may reasonably require to evidence that such Subsidiary is duly organized or formed and is validly existing, in good standing and qualified to engage in business, in each case to the extent applicable, in jurisdictions reasonably identified (iv) if requested by the Administrative Agent, and (c) cause such Guarantor deliver to execute and deliver promptly (and in any event within 30 days of such Guarantor becoming a Restricted Subsidiary) such documents, instruments and agreements and to take such other actions as the Administrative Agent legal opinions relating to the matters described above, which opinions shall require be in form and substance, and from counsel, reasonably satisfactory to evidence and perfect a Lien in favor of the Administrative Agent. The Borrower shall promptly notify the Administrative Agent (for the benefit of Secured Parties) on all assets of such Person which are the same type as the Collateral, including delivery of legal opinions, in form and substance satisfactory if any Restricted Subsidiary becomes a Material Subsidiary or ceases to Agent, as it shall deem appropriatebe an Excluded Subsidiary.

Additional Guarantors and Collateral. (a) Promptly notify the Administrative Agent Effective upon any Person Subsidiary which is not a Material Subsidiary on the date hereof (either because it is not a Subsidiary on the date hereof or because it does not on the date hereof meet the criteria for a Material Subsidiary) becoming a Restricted Subsidiary and Material Subsidiary, the Borrower within twenty (a20) cause any such Restricted Subsidiary that is (i) a Domestic Subsidiary or (ii) a Foreign Subsidiary that loses its status as a CFC and is (or becomes) a guarantor of the obligations of a U.S. borrower under the ABL Credit Agreement promptly (and in any event within 30 days of such Person becoming a Restricted Subsidiary (or such longer greater time period as to which the Administrative Agent may agree agree) shall cause such Subsidiary to in its reasonable discretion)(i) to execute and deliver to the Administrative Agent a guaranty substantially similar to the Subsidiary Guaranty or a joinder to the Subsidiary Guaranty, (includingii) pledge to the Administrative Agent or the Collateral Agent for the benefit of the Secured Creditors a first priority (subject to Liens permitted by Section 6.02) security interest in all personal property owned by such Subsidiary pursuant to a security and/or pledge agreement substantially similar to the Security Agreement and/or the Pledge Agreement (or pursuant to a joinder agreement to the Security Agreement and/or the Pledge Agreement in form reasonably satisfactory to the Administrative Agent) or, if applicable and requested by the Administrative Agent, a joinder to the Guaranty foreign law security or pledge agreement in form and substance reasonably satisfactory to the Administrative Agent and (iii) execute and deliver such other documentation (including related certificates and opinions) reasonably acceptable to the Administrative Agent) in favor of . The Borrower shall promptly notify the Administrative Agent for at any time at which the benefit of Borrower acquires any Subsidiary which is a Material Subsidiary or any existing Subsidiary becomes a Material Subsidiary. Notwithstanding anything in this Section 5.09(a) to the Secured Partiescontrary, the Borrower shall not be required by this Section 5.09(a) to (bx) cause such Guarantor any Subsidiary which is not a Domestic Subsidiary to promptly enter into a guaranty or joinder to guaranty as contemplated above or (and in any event within 30 days of such Guarantor becoming y) pledge, or cause a Restricted Subsidiary (or such longer period as the Administrative Agent may agree to in its reasonable discretion) deliver pledge, to the Administrative Agent such certificates or the Collateral Agent the Equity Interests of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers or other authorized Persons of such a Subsidiary as which is not a Domestic Subsidiary described in the Administrative Agent may require evidencing the identity, authority preceding clause (x) if and capacity of each Responsible Officer or other authorized Person thereof in connection with the Guaranty to which such Subsidiary is a party and such additional and other documents and certifications as the Administrative Agent may reasonably require to evidence that such Subsidiary is duly organized or formed and is validly existing, in good standing and qualified to engage in business, in each case to the extent applicablethat such guaranty or pledge would, in jurisdictions reasonably identified either case, be prohibited by law or would result in material and adverse tax consequences to the Administrative Agent, and (c) cause such Guarantor to execute and deliver promptly (and in any event within 30 days of such Guarantor becoming a Restricted Subsidiary) such documents, instruments and agreements and to take such other actions as the Administrative Agent shall require to evidence and perfect a Lien in favor of the Administrative Agent (for the benefit of Secured Parties) on all assets of such Person which are the same type as the Collateral, including delivery of legal opinions, in form and substance satisfactory to Agent, as it shall deem appropriateBorrower or its Subsidiaries.

Additional Guarantors and Collateral. (a) Promptly notify In the Administrative Agent upon event (1) any Person becoming Credit Party forms or acquires any Subsidiary which is not an Excluded Subsidiary or an Unrestricted Subsidiary after the Closing Date, (2) any Excluded Subsidiary shall no longer be deemed an Excluded Subsidiary or (3) any Unrestricted Subsidiary being designated a Restricted Subsidiary, such Credit Party or the Credit Party which controls such former Excluded Subsidiary and or former Unrestricted Subsidiary shall within sixty (a60) days after such formation, acquisition or change in status, as applicable, cause any such Restricted Subsidiary that is (i) a Domestic such newly formed or acquired Subsidiary, former Excluded Subsidiary or (ii) a Foreign Subsidiary that loses its status as a CFC and is (or becomes) a guarantor of the obligations of a U.S. borrower under the ABL Credit Agreement promptly (and in any event within 30 days of such Person becoming a Restricted former Unrestricted Subsidiary (or such longer period as the Administrative Agent may agree to in its reasonable discretion)each is a “New Subsidiary”) to execute and deliver to the Administrative Collateral Agent a Guaranty (including, if requested by the Administrative Agent, a joinder to the Guaranty in form and substance satisfactory to the Administrative Agent) in favor of the Administrative Agent for the benefit of the Secured Parties, (b) cause such Guarantor to promptly (and in any event within 30 days of such Guarantor becoming a Restricted Subsidiary (or such longer period documents as the Administrative Agent may agree to in its reasonable discretion) deliver to the Administrative Agent such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers or other authorized Persons of such Subsidiary as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer or other authorized Person thereof in connection with the Guaranty to which such Subsidiary is a party and such additional and other documents and certifications as the Administrative Collateral Agent may reasonably require to evidence that such Subsidiary is duly organized or formed and is validly existing, in good standing and qualified to engage in business, in each case to the extent applicable, in jurisdictions reasonably identified by the Administrative Agent, and (c) cause such Guarantor New Subsidiary to execute provide Guaranties and deliver promptly (and in any event within 30 days of such Guarantor becoming a Restricted Subsidiary) such documents, instruments and agreements and to take such other actions as the Administrative Agent shall require to evidence and perfect a Lien xxxxx x Xxxx in favor of the Administrative Collateral Agent over its assets that do not constitute Excluded Property (for as defined in the benefit Security Agreement) (including the execution and delivery by New Subsidiary of Secured Partiesan Assumption Agreement substantially in the form of Annex I to the Security Agreement), (ii) on all assets a certificate attaching (x) the Organization Documents of such Person New Subsidiary, (y) resolutions of the board of directors (or similar governing body) of such New Subsidiary approving and authorizing the execution, delivery and performance of the documents described in this Section 7.12 and the other Operative Documents and the transactions contemplated thereby, and (z) signature and incumbency schedule of such New Subsidiary, all certified as of the date of delivery of such certificate by a Responsible Officer of such New Subsidiary as being true and complete and in full force and effect without modification on the date of delivery thereof, (iii) unless such requirement is waived by the Collateral Agent, a customary opinion of counsel (permitting reasonable assumptions and qualifications which are typically provided in connection with opinions rendered in the same type as cannabis industry); and (iv) such other instruments, documents, and certificates related to granting a security interest and providing a Guaranty reasonably required by the Collateral, including delivery of legal opinions, Collateral Agent in form and substance satisfactory to Agent, as it shall deem appropriateaccordance with the Operative Documents in connection therewith.

Additional Guarantors and Collateral. (a) Promptly notify With respect to any fee interest in any real property (together with improvements thereof) having a fair market value (in the good faith opinion of the Borrower) of at least $5,000,000 acquired after the Closing Date by any Domestic Credit Party (or owned by any Domestic Credit Party acquired after the Closing Date), promptly provide to the Administrative Agent upon any Person becoming a Restricted Subsidiary and (a) cause any such Restricted Subsidiary that is to the extent requested thereby: (i) a Domestic Subsidiary or duly executed Mortgage providing for a first priority (subject to Permitted Liens) perfected Lien, in favor of the Administrative Agent, (ii) a Foreign Subsidiary that loses its status as a CFC and is (or becomes) a guarantor of the obligations of a U.S. borrower under the ABL Credit Agreement promptly (and in any event within 30 days current ALTA/ASCM survey of such Person becoming a Restricted Subsidiary real property, in form reasonably satisfactory to Administrative Agent, (or iii) an ALTA Loan Title Insurance Policy, issued by an insurer reasonably acceptable to the Administrative Agent, insuring the Administrative Agent’s first priority Lien on such longer period real property and containing such endorsements as the Administrative Agent may agree reasonably requires, (iv) copies of all documents of record concerning such real property as shown on the commitment for the ALTA Loan Title Insurance Policy referred to above, (v) a “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination (together with a notice about special flood hazard area status and flood disaster assistance duly executed by the Borrower or the applicable Credit Party in its reasonable discretion)the event any such property is located in a special flood hazard area) to execute and deliver (B) evidence of flood insurance as required by this Agreement, (vii) a zoning report from a nationally recognized zoning report provider or other provider reasonably acceptable to the Administrative Agent in form and substance reasonably satisfactory to Administrative Agent, (viii) a Guaranty local counsel opinion as to the enforceability of the Mortgage, and such others matters as may be reasonably requested by Administrative Agent, in form and substances reasonably satisfactory to Administrative Agent, and (includingix) such other certificates, if documents and information with respect to such property as are reasonably requested by the Administrative Agent, a joinder to the Guaranty each in form and substance reasonably satisfactory to the Administrative Agent) in favor of . Notwithstanding the Administrative Agent for the benefit of the Secured Partiesforegoing, (b) cause such Guarantor to promptly (and in any event within 30 days of such Guarantor becoming a Restricted Subsidiary (or such longer period as the Administrative Agent may agree to in its reasonable discretion) deliver to the Administrative Agent such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers or other authorized Persons of such Subsidiary as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer or other authorized Person thereof in connection with the Guaranty to which such Subsidiary is a party and such additional and other documents and certifications as the Administrative Agent may reasonably require to evidence that such Subsidiary is duly organized or formed and is validly existing, in good standing and qualified to engage in business, in each case to the extent applicable, in jurisdictions reasonably identified by the Administrative Agent, and (c) cause such Guarantor to execute and deliver promptly (and in any event within 30 days of such Guarantor becoming a Restricted Subsidiary) such documents, instruments and agreements and to take such other actions as the Administrative Agent shall require not enter into any Mortgage in respect of any real property of the Borrower or any other Credit Party not subject to evidence and perfect a Lien in favor Mortgage as of the Closing Date until at least 45 days after the Administrative Agent has delivered to the Lenders (for which may be delivered electronically) the benefit of Secured Parties) on all assets following documents in respect of such Person which are real property: (i) completed “Life of Loan” Federal Emergency Management Agency standard flood hazard determination(s) with respect to the same type Mortgaged Property and related documents with respect to the Mortgaged Property reasonably requested by any Lender; (ii) if such real property is located in a “special flood hazard area”, a notice about special flood hazard area status and flood disaster assistance duly executed by the Borrower or the applicable Credit Party and (iii) evidence of flood insurance as the Collateral, including delivery of legal opinions, in form and substance satisfactory to Agent, as it shall deem appropriaterequired by this Agreement.

Additional Guarantors and Collateral. To the extent not delivered to the Administrative Agent or the Collateral Agent on or before the Effective Date (including in respect of after-acquired property and Persons that become Subsidiaries of any Loan Party after the Effective Date), each of the Borrower and its Subsidiaries shall do each of the following promptly after (x) acquiring any property as to which this Section 6.12 applies or (y) the date on which any Person becomes a wholly-owned Subsidiary of the Borrower (other than any Excluded Subsidiary), unless otherwise agreed by the Administrative Agent: (a) Promptly notify except as otherwise set forth in clause (b) below with respect to the Administrative Agent upon any Person becoming a Restricted Subsidiary and (a) cause any such Restricted Subsidiary that is (i) a Domestic Subsidiary matters set forth therein, on or (ii) a Foreign Subsidiary that loses its status as a CFC and is (or becomes) a guarantor before the date of delivery of the obligations of Compliance Certificate for the fiscal quarter in which such property is acquired or Person becomes a U.S. borrower under the ABL Credit Agreement promptly (and in any event within 30 days of such Person becoming a Restricted wholly owned Subsidiary (other than any Excluded Subsidiary), or such longer period later date as the Administrative Agent may agree to in its reasonable discretion)) to execute and reasonably agree, deliver to the Administrative Agent a Guaranty such modifications to the terms of the Loan Documents (includingor, if requested to the extent applicable as reasonably determined by the Administrative Agent, a joinder to the Guaranty such other documents), in each case in form and substance reasonably satisfactory to the Administrative Agent) in favor of Agent and as the Administrative Agent deems reasonably necessary in order to ensure the following: (i) each Domestic Subsidiary (other than an Excluded Subsidiary) of the Borrower shall guaranty, as primary obligor and not as surety, the payment of the Obligations of the Borrower pursuant to the Guaranty; and - 61 - (ii) subject to the other limitations set forth in this Agreement and the other Loan Documents, each of the Borrower and the Guarantors (including any Person required to become a Guarantor pursuant to clause (A) above) shall grant to the Collateral Agent , for the benefit of the Secured Parties, a valid and enforceable security interest in all of its property (b) cause other than any Excluded Property), including all of its Pledged Securities, as security for the Obligations of the Borrower or such Guarantor Guarantor, pursuant to promptly the Security Agreement or other appropriate security documentation reasonably satisfactory to the Collateral Agent and the Borrower (and and, if applicable, substantially similar to the type of documentation in place on the Effective Date); provided, however, that, notwithstanding anything to the contrary contained herein or in any event within 30 days of such Guarantor becoming a Restricted Subsidiary other Loan Document: (or such longer period as A) the Administrative Collateral Agent may agree grant extensions of time for the creation or perfection of security interests in or the obtaining of title insurance and surveys with respect to particular assets (including extensions beyond the Effective Date for the creation or perfection of security interests in its reasonable discretionthe assets of the Loan Parties on such date) deliver to the Administrative Agent such certificates of resolutions or other actionwhere it reasonably determines, incumbency certificates and/or other certificates of Responsible Officers or other authorized Persons of such Subsidiary as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer or other authorized Person thereof in connection consultation with the Guaranty Borrower, that creation or perfection cannot be accomplished without undue effort or expense by the time or times at which it would otherwise be required by this Agreement or the Security Documents; (B) no provision of any Loan Documents shall require the creation, perfection or maintenance of pledges of or security interests in, or the obtaining of title insurance or abstracts with respect to, any Excluded Property; (C) the Borrower and its Subsidiaries shall not be required to which such Subsidiary is take any action to grant or perfect a party and such additional and other documents and certifications as the Administrative Agent may reasonably require to evidence that such Subsidiary is duly organized or formed and is validly existing, security interest in good standing and qualified to engage in business, in each case any Collateral to the extent applicable(A) the cost, in jurisdictions burden, difficulty or consequence of granting perfecting a security interest therein outweighs the benefit of the security afforded thereby as reasonably identified determined by the Borrower and the Administrative Agent, and or (cB) cause the grant or perfection of a security interest in such asset would be prohibited by enforceable anti-assignment provisions of any Contractual Obligation or applicable law or would violate the terms of any Contractual Obligation relating to such asset (in each case, after giving effect to the applicable anti-assignment provisions of the UCC or other applicable law) or would trigger termination of (or a right of termination under) any Contractual Obligation pursuant to any “change of control” or similar provision or permit any third party to amend or otherwise modify any right, benefit and/or obligation of the Borrower or any Guarantor to execute and deliver promptly (and in respect of the relevant asset or otherwise require any event within 30 days the Borrower or any of such Guarantor becoming a Restricted Subsidiary) such documents, instruments and agreements and its Subsidiaries thereof to take such any action that is materially adverse to its interests; (D) the Borrower and its Subsidiaries shall not be required to seek any landlord lien waiver, estoppel, warehouseman waiver or other actions as the Administrative Agent shall require to evidence and perfect a Lien in favor of the Administrative Agent (for the benefit of Secured Parties) on all assets of such Person which are the same type as the Collateral, including delivery of legal opinions, in form and substance satisfactory to Agent, as it shall deem appropriate.collateral access or similar letter or agreement;

Additional Guarantors and Collateral. (a) Promptly notify In the Administrative Agent upon event (1) any Person becoming Credit Party forms or acquires any Subsidiary which is not an Excluded Subsidiary or an Unrestricted Subsidiary after the Closing Date, (2) any Excluded Subsidiary shall no longer be deemed an Excluded Subsidiary or (3) any Unrestricted Subsidiary being designated a Restricted Subsidiary, such Credit Party or the Credit Party which controls such former Excluded Subsidiary and or former Unrestricted Subsidiary shall within sixty (a60) days after such formation, acquisition or change in status, as applicable, cause any such Restricted Subsidiary that is (i) a Domestic such newly formed or acquired Subsidiary, former Excluded Subsidiary or (ii) a Foreign Subsidiary that loses its status as a CFC and is (or becomes) a guarantor of the obligations of a U.S. borrower under the ABL Credit Agreement promptly (and in any event within 30 days of such Person becoming a Restricted former Unrestricted Subsidiary (or such longer period as the Administrative Agent may agree to in its reasonable discretion)each is a “New Subsidiary”) to execute and deliver to the Administrative Collateral Agent a Guaranty (including, if requested by the Administrative Agent, a joinder to the Guaranty in form and substance satisfactory to the Administrative Agent) in favor of the Administrative Agent for the benefit of the Secured Parties, (b) cause such Guarantor to promptly (and in any event within 30 days of such Guarantor becoming a Restricted Subsidiary (or such longer period documents as the Administrative Agent may agree to in its reasonable discretion) deliver to the Administrative Agent such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers or other authorized Persons of such Subsidiary as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer or other authorized Person thereof in connection with the Guaranty to which such Subsidiary is a party and such additional and other documents and certifications as the Administrative Collateral Agent may reasonably require to evidence that such Subsidiary is duly organized or formed and is validly existing, in good standing and qualified to engage in business, in each case to the extent applicable, in jurisdictions reasonably identified by the Administrative Agent, and (c) cause such Guarantor New Subsidiary to execute provide Guaranties and deliver promptly (and in any event within 30 days of such Guarantor becoming a Restricted Subsidiary) such documents, instruments and agreements and to take such other actions as the Administrative Agent shall require to evidence and perfect a Lien gxxxx x Xxxx in favor of the Administrative Collateral Agent over its assets that do not constitute Excluded Property (for as defined in the benefit Security Agreement) (including the execution and delivery by New Subsidiary of Secured Partiesan Assumption Agreement substantially in the form of Annex I to the Security Agreement), (ii) on all assets a certificate attaching (x) the Organization Documents of such Person New Subsidiary, (y) resolutions of the board of directors (or similar governing body) of such New Subsidiary approving and authorizing the execution, delivery and performance of the documents described in this Section 7.12 and the other Operative Documents and the transactions contemplated thereby, and (z) signature and incumbency schedule of such New Subsidiary, all certified as of the date of delivery of such certificate by a Responsible Officer of such New Subsidiary as being true and complete and in full force and effect without modification on the date of delivery thereof, (iii) unless such requirement is waived by the Collateral Agent, a customary opinion of counsel (permitting reasonable assumptions and qualifications which are typically provided in connection with opinions rendered in the same type as cannabis industry); and (iv) such other instruments, documents, and certificates related to granting a security interest and providing a Guaranty reasonably required by the Collateral, including delivery of legal opinions, Collateral Agent in form and substance satisfactory to Agent, as it shall deem appropriateaccordance with the Operative Documents in connection therewith.

Additional Guarantors and Collateral. Except as set forth in the Side Letter, if the Borrower or any Guarantor forms or acquires any Subsidiary after the Closing Date, the Borrower shall cause such Subsidiary to do the following within ten (a10) Promptly notify the Administrative Agent upon any Person becoming a Restricted Subsidiary and (a) cause any such Restricted Subsidiary that is (i) a Domestic Subsidiary or (ii) a Foreign Subsidiary that loses its status as a CFC and is (or becomes) a guarantor of the obligations of a U.S. borrower under the ABL Credit Agreement promptly (and in any event within 30 days of such Person becoming a Restricted Subsidiary Business Days (or such longer period as the Administrative Agent may agree to in its reasonable discretion)permit) to after such Person becomes a Subsidiary: (a) execute and deliver to the Administrative Agent a Guaranty (including, if requested by the Administrative Agent, a joinder to the Guaranty in form and substance satisfactory such amendments to this Agreement or the Guaranty and the Collateral Documents as the Agent reasonably deems necessary or advisable to grant to the Administrative Agent) in favor , for the benefit of the Administrative Lenders, a first priority security interest in the Equity Interests in such Subsidiary that is owned by any Loan Party, (b) deliver to the Agent the certificates, if any, representing such Equity Interests, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, (c) cause such Subsidiary (I) to become a party to this Agreement, the Guaranty and the Collateral Documents as a grantor and a Guarantor, including by executing and delivering to the Agent a joinder to the Guaranty, and (II) to take such actions reasonably necessary and required by the Collateral Documents to grant to the Agent for the benefit of the Secured PartiesLenders, (b) cause a first priority security interest in the Collateral as described in the Collateral Documents with respect to such Guarantor to promptly (and Subsidiary, including the filing of Uniform Commercial Code financing statements in any event within 30 days of such Guarantor becoming a Restricted Subsidiary (or such longer period jurisdictions as the Administrative Agent may agree to in its reasonable discretion) deliver to the Administrative Agent such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers or other authorized Persons of such Subsidiary as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer or other authorized Person thereof in connection with the Guaranty to which such Subsidiary is a party and such additional and other documents and certifications as the Administrative Agent may reasonably require to evidence that such Subsidiary is duly organized or formed and is validly existing, in good standing and qualified to engage in business, in each case to the extent applicable, in jurisdictions reasonably identified be required by the Administrative Collateral Documents or by law or as may be reasonably requested by the Agent, and (cd) cause such Guarantor to execute and deliver promptly (to the Agent any other documents reasonably requested by the Agent to document its rights hereunder and in any event within 30 days of such Guarantor becoming a Restricted Subsidiary) such documents, instruments and agreements and to take such under the other actions as the Administrative Agent shall require to evidence and perfect a Lien in favor of the Administrative Agent (for the benefit of Secured Parties) on all assets of such Person which are the same type as the CollateralLoan Documents, including delivery opinions of legal opinions, in form counsel reasonably deemed appropriate or necessary by the Agent and substance satisfactory to Agent, such items as it shall deem appropriateare consistent with Section 5.1.