Common use of Additional Grantors Clause in Contracts

Additional Grantors. Such Grantor acknowledges that, pursuant to Section 6.11 of the Credit Agreement, the Borrower is required to cause each Person which (i) becomes a direct or indirect Subsidiary of Holdings (other than any Excluded Subsidiary) or (ii) ceases to qualify as an Excluded Subsidiary, in each case, after the Closing Date, to become a party hereto as an additional Grantor (each such Person, an “Additional Grantor”) by executing and delivering a Joinder Agreement substantially in the form of Exhibit I to the Credit Agreement and by executing and delivering a Joinder Agreement (a “Joinder”) substantially in the form attached hereto as Annex 2, along with supplements to the Exhibits to this Security Agreement necessary to reflect additional Collateral provided by the Additional Grantor. Upon delivery of any such Joinder to the Administrative Agent and the Collateral Agent, notice of which is hereby waived by the Grantors, each such Additional Grantor shall be deemed a Grantor hereunder and shall be as fully a party hereto as if such Additional Grantor were an original signatory hereto. Each Grantor expressly agrees that its obligations arising hereunder shall not be discharged, diminished or otherwise affected (a) by the addition or release of any other Grantor hereunder, (b) by any failure by the Company or any Grantor to cause any Subsidiary of the Company to become an Additional Grantor or a Grantor hereunder or (c) by reason of the Administrative Agent’s, the Collateral Agent’s or any of the other Secured Party’s actions in effecting, or failure to effect, any such Joinder, or in releasing any Grantor hereunder, in each case, without the necessity of giving notice to or obtaining the consent of any other Grantor. This Security Agreement shall be fully effective as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder.

Additional Grantors. Such Each Grantor acknowledges that, pursuant to Section 6.11 3.12 of the Credit AgreementIndenture, the Borrower Holdings is required to cause each Person which (i) becomes a direct Domestic Guarantor Subsidiary created or indirect Subsidiary of Holdings (other than any Excluded Subsidiary) or (ii) ceases to qualify as an Excluded Subsidiary, in each case, acquired after the Closing Date, date hereof to become a party hereto as an additional Grantor (each such Person, an “Additional Grantor”) by executing and delivering a Joinder Agreement substantially in the form of Exhibit I to the Credit Agreement and by executing and delivering a Joinder Agreement (a “Joinder”) substantially in a form reasonably required by the form attached hereto as Annex 2, Collateral Agent along with any supplements to the Exhibits to this Security Agreement necessary to reflect additional Collateral provided by the Additional Grantor. Upon delivery of any such Joinder to the Administrative Agent and the Collateral Agent, notice of which is hereby waived by the Grantors, each such Additional Grantor shall be deemed a Grantor hereunder and shall be as fully a party hereto as if such Additional Grantor were an original signatory hereto. Each Grantor expressly agrees that its obligations arising hereunder shall not be discharged, diminished or otherwise affected (a) by the addition or release of any other Grantor hereunder, (b) by any failure by Holdings, the Company or any Grantor to cause any Domestic Guarantor Subsidiary of the Company to become an Additional Grantor or a Grantor hereunder or (c) by reason of the Administrative Agent’s, the Collateral Agent’s or any of the other Secured Party’s actions in effecting, or failure to effect, any such Joinder, or in releasing any Grantor hereunder, in each case, without the necessity of giving notice to or obtaining the consent of any other Grantor. This Security Agreement shall be fully effective as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder.

Additional Grantors. Such Each Grantor acknowledges that, pursuant to Section 6.11 8.1.13 [Covenant to Guaranty Obligations and Give Security] of the Credit Agreement, the Borrower Company is required to cause each Person which (i) becomes a direct or indirect Subsidiary of Holdings (other than any Excluded Subsidiary) or (ii) ceases to qualify as an Excluded Subsidiary, in each case, after certain Subsidiaries not Grantors on the Closing Date, date hereof to become a party parties hereto as an additional Additional Grantor (each such Person, an “Additional Grantor”) by executing and delivering a Guarantor Joinder Agreement substantially in the form of Exhibit I to the Credit Agreement and by executing and delivering a Joinder Agreement (a “Joinder”) substantially in the form attached hereto as Annex 2, along with supplements to the Exhibits to this Security Agreement necessary to reflect additional Collateral provided by the Additional Grantor. Upon delivery of any such Guarantor Joinder to the Administrative Agent and the Collateral Agent, notice of which is hereby waived by the Grantors, each such Additional Grantor shall be deemed a Grantor hereunder and shall be as fully a party hereto as if such Additional Grantor were an original signatory hereto. Each Grantor expressly agrees that its obligations arising hereunder shall not be discharged, diminished or otherwise affected (a) by the addition or release of any other Grantor hereunder, (b) by any failure by the Company or any Grantor to cause any Subsidiary of the Company to become an Additional Grantor or a Grantor hereunder or (c) by reason of the Administrative Agent’s, the Collateral Agent’s or any of the other Secured Party’s actions in effecting, or failure to effect, any such Guarantor Joinder, or in releasing any Grantor hereunder, in each case, without the necessity of giving notice to or obtaining the consent of any other Grantor. This Security Agreement shall be fully effective as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder.

Additional Grantors. Such Grantor acknowledges thatFrom time to time subsequent to the date hereof, pursuant to Section 6.11 of the Credit Agreement, the Borrower is required to cause each Person which (i) becomes a direct or indirect Subsidiary of Holdings (other than any Excluded Subsidiary) or (ii) ceases to qualify as an Excluded Subsidiary, in each case, after the Closing Date, to additional Persons may become a party parties hereto as an additional Grantor Grantors (each such Personeach, an “Additional Grantor”) ), by executing and delivering a Joinder Agreement substantially in the form of Exhibit I to the Credit Agreement and by executing and delivering a Joinder Agreement (a “Joinder”) substantially in the form attached hereto as Annex 2, along with supplements to the Exhibits to this Security Agreement necessary to reflect additional Collateral provided by the Additional GrantorPledge Supplement. Upon delivery of any such Joinder Pledge Supplement to the Administrative Agent and the Collateral AgentBank, notice of which is hereby waived by the Grantors, each such Additional Grantor shall be deemed a Grantor hereunder and shall be as fully a party hereto as if such Additional Grantor were an original signatory hereto. Each Grantor expressly agrees that its obligations arising hereunder shall not be discharged, affected or diminished or otherwise affected (a) by the addition or release of any other Grantor hereunder, (b) nor by any failure by the Company or any Grantor election of Bank not to cause any Subsidiary of the Company to become an Additional Grantor or a Grantor hereunder or (c) by reason of the Administrative Agent’s, the Collateral Agent’s or any of the other Secured Party’s actions in effecting, or failure to effect, any such Joinder, or in releasing any Grantor hereunder, in each case, without the necessity of giving notice to or obtaining the consent of any other Grantor. This Security Agreement shall be fully effective as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder. The Grantors shall cause (a) each Subsidiary formed or acquired after the date hereof and each subsidiary that becomes a Subsidiary after the date hereof, in each case, concurrently upon becoming a Subsidiary, and (b) each Subsidiary that ceases to be an Immaterial Subsidiary after the date hereof, concurrently upon ceasing to be an Immaterial Subsidiary, to become a “Grantor” under and as defined in the applicable First Lien Collateral Documents in existence at such time, to deliver such schedules, documents, instruments, agreements and certificates as are similar to those delivered to the Bank in connection with this Agreement, and to take all actions necessary to grant and to perfect a first priority Lien in favor of the Bank (subject, in the case of priority only, to Permitted Prior Liens) on the collateral described therein.

Additional Grantors. Such Grantor acknowledges that, pursuant to Section 6.11 In the event any Subsidiary or other affiliated entity of the Credit AgreementCompany shall have granted a Lien on any of its assets which constitute Shared Collateral to secure any Second Lien Obligations, the Borrower is required to Company shall cause each such Subsidiary or other Person which (i) becomes if not already a direct or indirect Subsidiary of Holdings (other than any Excluded Subsidiary) or (ii) ceases to qualify as an Excluded Subsidiary, in each case, after the Closing Dateparty hereto, to become a party hereto as an additional Grantor (each such Person, an a “Additional Grantor”) by executing and delivering a Joinder Agreement substantially in the form of Exhibit I to the Credit Agreement and by executing and delivering a Joinder Agreement (a “Joinder”) substantially in the form attached hereto as Annex 2, along with supplements to the Exhibits to this Security Agreement necessary to reflect additional Collateral provided by the Additional Grantor. Upon the execution and delivery by any Subsidiary or other affiliated entity of the Company of a Grantor Joinder Agreement, any such Person shall become a party hereto and a Grantor hereunder with the same force and effect as if originally named as such herein. The execution and delivery of any such Joinder to the Administrative Agent and the Collateral Agent, notice of which is hereby waived by the Grantors, each such Additional Grantor shall be deemed a Grantor hereunder and shall be as fully a party hereto as if such Additional Grantor were an original signatory hereto. Each Grantor expressly agrees that its obligations arising hereunder instrument shall not be discharged, diminished or otherwise affected (a) by the addition or release of any other Grantor hereunder, (b) by any failure by the Company or any Grantor to cause any Subsidiary of the Company to become an Additional Grantor or a Grantor hereunder or (c) by reason of the Administrative Agent’s, the Collateral Agent’s or any of the other Secured Party’s actions in effecting, or failure to effect, any such Joinder, or in releasing any Grantor hereunder, in each case, without the necessity of giving notice to or obtaining require the consent of any other Grantorparty hereto. This Security Agreement In the event any Person becomes the direct parent company of the Company and the new “Parent” under the applicable documents evidencing any Class, the Company shall be fully effective as cause such Person, if not already a party hereto, to any Grantor that is or becomes become a party hereto regardless as a “Grantor”. Upon the execution and delivery by such Person of whether a Grantor Joinder Agreement, such Person shall become a party hereto and a Grantor hereunder with the same force and effect as if originally named as such herein. The execution and delivery of any such instrument shall not require the consent of any other party hereto. The rights and obligations of each party hereto shall remain in full force and effect notwithstanding the addition of any new Grantor as a party to this Agreement. Upon its receipt of Grantor Joinder Agreement executed by such additional Grantor, each Second Lien Collateral Agent and Second Lien Representative shall execute the Grantor Joinder Agreement evidencing its acknowledgment thereof, and shall incur no liability to any Person becomes or fails to become or ceases to be a Grantor hereunderfor such execution.

Additional Grantors. Such Each Grantor acknowledges that, pursuant to Section 6.11 of the Credit Agreement, the Borrower is required to shall cause each Person which (i) becomes a direct or indirect Material Subsidiary of Holdings (other than such Grantor that is a Domestic Subsidiary including any Excluded Subsidiary) or (ii) ceases Person that shall at any time become a Material Subsidiary that is a Domestic Subsidiary of such Grantor to qualify as an Excluded Subsidiary, in each case, after the Closing Date, to immediately become a party hereto as an additional Grantor (each such Person, an “Additional Grantor”) or to a similar security agreement, as appropriate, by executing and delivering a an Additional Grantor Joinder Agreement in substantially in the form of Exhibit I Annex A attached hereto and comply with the provisions hereof applicable to the Credit Agreement and Grantors or by executing and delivering signing a Joinder Agreement (similar security agreement. If the Additional Grantor becomes a “Joinder”) substantially in party hereto, concurrent therewith, the form attached hereto as Annex 2Additional Grantor shall deliver replacement schedules for, along with or supplements to all other Schedules to (or referred to in) this Agreement, as applicable, which replacement schedules shall supersede, or supplements shall modify, the Exhibits to this Security Agreement necessary to reflect additional Collateral provided by Schedules then in effect. The Additional Grantor shall also deliver such opinions of counsel, authorizing resolutions, good standing certificates, incumbency certificates, organizational documents, financing statements and other information and documentation as the Additional GrantorAgent may reasonably request. Upon delivery of any such Joinder the foregoing to the Administrative Agent and the Collateral Agent, notice of which is hereby waived by the Grantors, each such Additional Grantor shall be deemed and become a Grantor hereunder party to this Agreement with the same rights and shall be obligations as the Grantors, for all purposes hereof as fully a party hereto and to the same extent as if such Additional Grantor it were an original signatory hereto. Each Grantor expressly agrees that its obligations arising hereunder hereto and shall not be dischargeddeemed to have made the representations, diminished or otherwise affected (a) by the addition or release of any other Grantor hereunder, (b) by any failure by the Company or any Grantor to cause any Subsidiary warranties and covenants set forth herein as of the Company to become an date of execution and delivery of such Additional Grantor or a Grantor hereunder or (c) by reason Joinder and thereafter at any time that such representations and covenants must be restated pursuant to the terms of the Administrative Agent’sLoan Documents, and all references herein to the Collateral Agent’s or any of the other Secured Party’s actions in effecting, or failure to effect, any such Joinder, or in releasing any Grantor hereunder, in each case, without the necessity of giving notice to or obtaining the consent of any other Grantor. This Security Agreement “Grantors” shall be fully effective as deemed to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunderinclude each Additional Grantor.

Additional Grantors. Such Grantor acknowledges thatFrom time to time subsequent to the date hereof, pursuant to Section 6.11 of the Credit Agreement, the Borrower is required to cause each Person which (i) becomes a direct or indirect Subsidiary of Holdings (other than any Excluded Subsidiary) or (ii) ceases to qualify as an Excluded Subsidiary, in each case, after the Closing Date, to additional Persons may become a party parties hereto as an additional Grantor Grantors (each such Personeach, an “Additional Grantor”) ), by executing and delivering a Joinder Agreement substantially in the form of Exhibit I to the Credit Agreement and by executing and delivering a Joinder Agreement (a “Joinder”) substantially in the form attached hereto as Annex 2, along with supplements to the Exhibits to this Security Agreement necessary to reflect additional Collateral provided by the Additional GrantorPledge Supplement. Upon delivery of any such Joinder Pledge Supplement to the Administrative Agent and the Collateral Agent, notice of which is hereby waived by the Grantors, each such Additional Grantor shall be deemed a Grantor hereunder and shall be as fully a party hereto as if such Additional Grantor were an original signatory hereto. Each Grantor expressly agrees that its obligations arising hereunder shall not be discharged, affected or diminished or otherwise affected (a) by the addition or release of any other Grantor hereunder, (b) nor by any failure by the Company or any Grantor election of Collateral Agent not to cause any Subsidiary of the Company to become an Additional Grantor or a Grantor hereunder or (c) by reason of the Administrative Agent’s, the Collateral Agent’s or any of the other Secured Party’s actions in effecting, or failure to effect, any such Joinder, or in releasing any Grantor hereunder, in each case, without the necessity of giving notice to or obtaining the consent of any other Grantor. This Security Agreement shall be fully effective as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder. The Grantors shall cause (a) each Subsidiary formed or acquired after the date hereof and each subsidiary that becomes a Subsidiary after the date hereof, in each case, concurrently upon becoming a Subsidiary, and (b) each Subsidiary that ceases to be an Immaterial Subsidiary after the date hereof, concurrently upon ceasing to be an Immaterial Subsidiary, to become a “Grantor” under and as defined in the applicable Second Lien Collateral Documents in existence at such time, to deliver such schedules, documents, instruments, agreements and certificates as are similar to those delivered to the Collateral Agent in connection with this Agreement, and to take all actions necessary to grant and to perfect a first priority Lien in favor of the Collateral Agent (subject, in the case of priority only, to Permitted Prior Liens) on the collateral described therein.

Additional Grantors. Such Grantor acknowledges that, pursuant to Section 6.11 The initial Grantors hereunder shall be the Parent and those Subsidiaries of the Credit AgreementParent as are signatories hereto on the date hereof. From time to time subsequent to the date hereof, additional Subsidiaries of the Borrower is required to cause each Person which Parent may become parties hereto, as additional Grantors (i) becomes a direct or indirect Subsidiary of Holdings (other than any Excluded Subsidiary) or (ii) ceases to qualify as an Excluded Subsidiary, in each case, after the Closing Date, to become a party hereto as an additional Grantor (each such Personeach, an “"Additional Grantor”) "), by executing and delivering a Joinder counterpart of this Agreement substantially in the form of Exhibit I to the Credit Agreement and by executing and delivering a Joinder Agreement (a “Joinder”) substantially in the form Appendix V attached hereto as Annex 2, along with supplements to the Exhibits to this Security Agreement necessary to reflect additional Collateral provided by the Additional Grantorhereto. Upon delivery of any such Joinder counterpart to the Administrative Agent and the Collateral AgentPurchaser, notice of which is hereby waived by the Grantors, each such Additional Grantor shall be deemed a Grantor hereunder and shall be as fully a party hereto as if such Additional Grantor were an original signatory hereto. Each Grantor expressly agrees that its obligations arising hereunder shall not be discharged, affected or diminished or otherwise affected (a) by the addition or release of any other Grantor hereunder, (b) hereunder nor by any failure by election of the Company or any Grantor Purchaser not to cause any Subsidiary of the Company Parent to become an Additional Grantor or a Grantor hereunder or (c) by reason of the Administrative Agent’s, the Collateral Agent’s or any of the other Secured Party’s actions in effecting, or failure to effect, any such Joinder, or in releasing any Grantor hereunder, in each case, without the necessity of giving notice to or obtaining the consent of any other Grantor. This Security Agreement shall be fully effective as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder. Each Additional Grantor shall execute the filings specified in Section 5 hereof and such other filings, registrations or instruments as the Purchaser may reasonably request, in order to perfect the security interests granted or purported to granted hereunder.

Additional Grantors. Such From time to time subsequent to the date hereof, if any Grantor acknowledges thatacquires a Subsidiary, pursuant to Section 6.11 of the Credit Agreement, the Borrower is required to cause each Person which such Grantor shall (i) becomes a direct or indirect have provided at least five (5) Business Days’ prior to such Grantor’s acquisition of such Subsidiary notice of Holdings (other than any Excluded Subsidiary) or such acquisition to the Secured Party, and (ii) ceases to qualify as an Excluded within thirty (30) days following the date any Grantor acquires such Subsidiary, in (a) cause each case, after the Closing Date, such person so acquired to become a party hereto as an additional Grantor (each such Personeach, an “Additional Grantor”) ), by executing and delivering a Joinder Agreement Agreement, together with a Pledge Supplement executed by the applicable Grantor and any other attachments, all in form and substance reasonably satisfactory to Secured Party, (b) cause each Additional Grantor to execute a joinder to the Subsidiary Guaranty, (c) deliver each of the following documents: (x) a secretary’s certificate, (y) a Lien and judgment search and (z) any financing statements or amendments to financing statements requested by the Secured Party, in the case of the items described in clauses (x) and (y), substantially in the form of Exhibit I such document or other item delivered under the Securities Purchase Agreement in respect of the Grantors at Closing (with any such changes reasonably satisfactory to the Credit Secured Party), (d) if such Additional Grantor maintains any Deposit Account, securities account, brokerage account or other similar account (other than any Excluded Accounts), such Additional Grantor shall execute and deliver a Control Agreement and with the applicable financial institution which purports to cover such account, (e) if reasonably requested by executing and delivering a Joinder Agreement (a “Joinder”) substantially in the form attached hereto as Annex 2Secured Party, along with supplements such Grantor shall deliver an opinion of legal counsel to the Exhibits to this Security Agreement necessary to reflect additional Collateral provided by the Additional Grantor, in form and substance reasonably satisfactory to the Secured Party, covering the documents executed and the security interests granted by the Secured Party, (iii) if an Additional Grantor owns an interest in any real property, such Grantor and such Additional Grantor shall comply with the terms of Section 2(j) as if such real property was acquired on the date Grantor acquired such Pledged Interest, (iv) take all other such actions and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, and certificates reasonably requested by Secured Party, and (v) promptly following demand thereof, pay all fees and expenses of the Secured Party, including attorney’s fees, incurred in connection with actions taken under this Section. Upon delivery of any such Joinder Agreement to the Administrative Agent and the Collateral AgentSecured Party, notice of which is hereby waived by the Grantorseach other Grantor, each such Additional Grantor shall be deemed a Grantor “Grantor” hereunder with the same force and shall be effect as fully if it were originally a party hereto to this Agreement and named as if such Additional Grantor were an original signatory heretoa “Grantor” hereunder. Each Grantor expressly agrees that its their obligations arising hereunder shall not be discharged, affected or diminished or otherwise affected (a) by the addition or release of any other Grantor hereunder, (b) nor by any failure by election of the Company or any Grantor Secured Party not to cause any Subsidiary of the Company other Person to become an Additional Grantor or a Grantor hereunder or (c) by reason of the Administrative Agent’s, the Collateral Agent’s or any of the other Secured Party’s actions in effecting, or failure to effect, any such Joinder, or in releasing any Grantor hereunder, in each case, without the necessity of giving notice to or obtaining the consent of any other Grantor. This Security Agreement shall be fully effective as to any each Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder.

Additional Grantors. Such Grantor acknowledges that, pursuant to Section 6.11 of the Credit Agreement, the Borrower The Issuer is required to cause each Person which (i) becomes a direct or indirect Subsidiary of Holdings (other than any Excluded Subsidiary) or (ii) ceases to qualify as an Excluded Subsidiary, in each case, after the Closing Date, certain Subsidiaries to become a party hereto Grantor in accordance with the terms of the Indenture under certain circumstances as an additional Grantor more fully outlined in Section 4.15 of the Indenture (each such PersonSubsidiary, an “Additional Grantor”) by executing ). In such event, the Issuer shall cause such Subsidiary to execute and delivering deliver a Joinder Agreement substantially in the form of Exhibit I to the Credit Agreement and by executing and delivering a Joinder Agreement joinder agreement (a “Joinder”) substantially in the form attached hereto as Annex 23, along with supplements to the Exhibits to this Security Agreement necessary to reflect additional Collateral provided by the Additional Grantor. Upon delivery of any such Joinder to the Administrative Agent Trustee and the Collateral Agent, notice of which is hereby waived by the Grantors, each such Additional Grantor shall be deemed a Grantor hereunder and shall be as fully a party hereto as if such Additional Grantor were an original signatory hereto. Each Grantor expressly agrees that its obligations arising hereunder shall not be discharged, diminished or otherwise affected (a) by the addition or release of any other Grantor hereunder, (b) by any failure by the Company Issuer or any other Grantor to cause any Subsidiary of the Company Issuer to become an Additional Grantor or a Grantor hereunder or (c) by reason of the Administrative AgentTrustee’s, the Collateral Agent’s or any of the other Secured Party’s actions in effecting, or failure to effect, any such Joinder, or in releasing any Grantor hereunder, in each case, without the necessity of giving notice to or obtaining the consent of any other Grantor. This Security Agreement shall be fully effective as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder.

Additional Grantors. Such Grantor acknowledges that, pursuant to Section 6.11 of The parties hereto agree that in certain events described in the Credit Common Agreement, entities different from the Borrower is required initial Grantors hereunder that are subsidiaries of MM may be obligated to cause each Person which (i) becomes a direct or indirect Subsidiary of Holdings (other than any Excluded Subsidiary) or (ii) ceases to qualify as an Excluded Subsidiary, in each case, after the Closing Date, to become a party hereto as an additional Grantor (each such Person, an “Additional Grantor”) by executing and delivering a Joinder Agreement substantially in the form of Exhibit I transfer assets to the Credit Agreement Trust. In any such event, any such entity will be obligated to execute and by executing deliver to the Trustee and delivering the Shared Payment and Collateral Agent a Joinder Agreement (a “Joinder”) letter of adherence substantially in the form attached hereto as Annex 2Exhibit M and, along with supplements to the Exhibits to this Security Agreement necessary to reflect additional extent the Shared Payment and Collateral provided Agent notifies such entity, within the 20 (twenty) Business Days after receipt by the Additional Grantor. Upon delivery Trustee and the Shared Payment and Collateral Agent of any such Joinder notices, the respective entities will perfect the transfer of their assets to the Administrative Agent Trust by means of the execution and registration of a supplement to this Agreement. The abovementioned supplement will be granted before a notary public by the respective entity and the Trustee and must be registered in the respective public registries as set forth in Clause Second (e) above. The entity will be liable for the registration of the respective supplement hereto in the applicable public registries as set forth in Clause Second (e) above. The respective entity, as the case may be, must deliver to the Trustee or the Shared Payment and Collateral Agent, notice prior to the expiration of which the 20 (twenty) Business Day term set forth above, such documentation or information relating to such entity and the respective assets (including such documentation as is hereby waived by required under applicable laws to perfect the Grantors, each such Additional Grantor shall be deemed transfer thereof) as the Trustee or the Shared Payment and Collateral Agent may reasonably request. To the extent the Trustee does not receive documentation or information that evidences that the respective entity complies with the Trustee’s internal policies as an entity that may become a Grantor hereunder and shall be as fully a party hereto as if such Additional Grantor were an original signatory hereto. Each Grantor expressly agrees that its obligations arising hereunder shall not be discharged, diminished or otherwise affected (a) by the addition or release of any other Grantor grantor hereunder, (b) by any failure by the Company or any Grantor Trustee may object to cause any Subsidiary such entity adhering to this Agreement and such adherence will only become effective once such requirements have been met to the Trustee’s satisfaction. As of the Company to become an Additional Grantor or a Grantor hereunder or (c) by reason date of execution and delivery of the Administrative Agent’srespective letter, and provided any Trustee requirements have been met as set forth in the Collateral Agent’s or any of the other Secured Party’s actions in effecting, or failure to effectimmediately preceding paragraph, any such Joinder, or in releasing any Grantor hereunder, in each case, without the necessity of giving notice to or obtaining the consent of any other Grantor. This Security Agreement shall entity will be fully effective as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases deemed to be a Grantor hereunder, and to the extent such entity assigns assets (other than shares), such entity will be deemed an “Asset Grantor”.

Additional Grantors. Such Grantor acknowledges that, pursuant to Section 6.11 In accordance at all times with subsections 6.8A and 6.8E of the Credit Agreement, the Borrower is required to cause each Person which (i) becomes a direct or indirect any Subsidiary of Holdings (other than any Excluded Subsidiary) or (ii) ceases to qualify as an Excluded Subsidiary, in each case, after the Closing Date, to Company which is not a party hereto may become a party hereto as an additional Grantor (each such Persona Subsidiary Guarantor or as a Borrower, an “Additional Grantor”) respectively, by executing and delivering a Joinder Agreement Counterpart substantially in the form of Exhibit I to VI annexed hereto, whereupon such Subsidiary shall become (i) in the case of a Subsidiary which is not a party hereto and is the subject of subsection 6.8A of the Credit Agreement, a Grantor with the obligations and liabilities of a Subsidiary Guarantor hereunder, and (ii) in the case of a Subsidiary which becomes a Borrower under the Credit Agreement pursuant to subsection 6.8E thereof or otherwise, a Grantor with the obligations and by executing and delivering liabilities of a Joinder Agreement (a “Joinder”) substantially in the form attached hereto as Annex 2, along with supplements to the Exhibits to this Security Agreement necessary to reflect additional Collateral provided by the Additional GrantorBorrower hereunder. Upon delivery of any such Joinder Counterpart to the Administrative Agent and the Collateral AgentSecured Party, notice of which is hereby waived by the Grantors, each such Additional Grantor shall be deemed a Grantor hereunder and shall be as fully a party hereto as if such Additional Grantor were an original signatory hereto. Each Grantor expressly agrees that its obligations arising hereunder shall not be discharged, affected or diminished or otherwise affected (a) by the addition or release of any other Grantor hereunder, (b) nor by any failure by the Company or any Grantor election of Administrative Agent not to cause any Subsidiary of the Company to become an Additional Grantor or a Grantor hereunder or (c) by reason of the Administrative Agent’s, the Collateral Agent’s or any of the other Secured Party’s actions in effecting, or failure to effect, any such Joinder, or in releasing any Grantor hereunder, in each case, without the necessity of giving notice to or obtaining the consent of any other Grantor. This Security Agreement shall be fully effective as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder.

Additional Grantors. Such Grantor acknowledges that, pursuant to Section 6.11 4.15 of the Credit AgreementIndenture, the Borrower Issuer is required to cause each Person which (i) becomes a direct or indirect Subsidiary guarantor under the Indenture by executing and delivering a Supplemental Indenture substantially in the form of Holdings (other than any Excluded Subsidiary) or (ii) ceases Exhibit D to qualify as an Excluded Subsidiary, in each case, after the Closing Date, Indenture to become a party hereto as an additional Grantor (each such Person, an “Additional Grantor”) by executing and delivering a Joinder Agreement substantially in the form of Exhibit I to the Credit Agreement and by executing and delivering a Joinder Agreement (a “Joinder”) substantially in the form attached hereto as Annex 2, along with supplements to the Exhibits to this Security Agreement necessary to reflect additional Collateral provided by the Additional Grantor. Upon delivery of any such Joinder to the Administrative Agent Trustee and the Collateral Agent, notice of which is hereby waived by the Grantors, each such Additional Grantor shall be deemed a Grantor hereunder and shall be as fully a party hereto as if such Additional Grantor were an original signatory hereto. Each Grantor expressly agrees that its obligations arising hereunder shall not be discharged, diminished or otherwise affected (a) by the addition or release of any other Grantor hereunder, (b) by any failure by the Company or any Grantor to cause any Subsidiary of the Company to become an Additional Grantor or a Grantor hereunder or (c) by reason of the Administrative AgentTrustee’s, the Collateral Agent’s or any of the other Secured Party’s actions in effecting, or failure to effect, any such Joinder, or in releasing any Grantor hereunder, in each case, without the necessity of giving notice to or obtaining the consent of any other Grantor. Concurrently with the delivery of a Joinder as contemplated above, each Additional Grantor shall deliver an Acknowledgment to each of the Interceditor Agreements acknowledging receipt of a copy of same. This Security Agreement shall be fully effective as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder.

Additional Grantors. Such Grantor acknowledges that, pursuant In the event any Subsidiary shall have granted a Lien on any of its assets to Section 6.11 of the Credit Agreementsecure any Equal Priority Obligations, the Borrower is required to Borrowers shall cause each Person which (i) becomes a direct or indirect Subsidiary of Holdings (other than any Excluded Subsidiary) or (ii) ceases to qualify as an Excluded such Subsidiary, in each case, after the Closing Dateif not already a party hereto, to become a party hereto as an additional Grantor (each such Person, an a “Additional Grantor”) by executing and delivering a Joinder Agreement substantially in the form of Exhibit I to the Credit Agreement and by executing and delivering a Joinder Agreement (a “Joinder”) substantially in the form attached hereto as Annex 2, along with supplements to the Exhibits to this Security Agreement necessary to reflect additional Collateral provided by the Additional Grantor. Upon the execution and delivery by any Subsidiary of a Grantor Joinder Agreement, any such Subsidiary shall become a party hereto and a Grantor hereunder with the same force and effect as if originally named as such herein. The execution and delivery of any such Joinder to the Administrative Agent and the Collateral Agent, notice of which is hereby waived by the Grantors, each such Additional Grantor shall be deemed a Grantor hereunder and shall be as fully a party hereto as if such Additional Grantor were an original signatory hereto. Each Grantor expressly agrees that its obligations arising hereunder instrument shall not be discharged, diminished or otherwise affected (a) by the addition or release of any other Grantor hereunder, (b) by any failure by the Company or any Grantor to cause any Subsidiary of the Company to become an Additional Grantor or a Grantor hereunder or (c) by reason of the Administrative Agent’s, the Collateral Agent’s or any of the other Secured Party’s actions in effecting, or failure to effect, any such Joinder, or in releasing any Grantor hereunder, in each case, without the necessity of giving notice to or obtaining require the consent of any other party hereto (provided that each Collateral Agent shall execute and deliver to the Company an acknowledgment of the effectiveness of such Grantor Joinder Agreement, which such acknowledgments shall not, for the avoidance of doubt, constitute a condition to the effectiveness of such Grantor Joinder Agreement). The rights and obligations of each party hereto shall remain in full force and effect notwithstanding the addition of any new Grantor as a party to this Agreement. In the event any Person becomes the direct parent company of the Company and required to become a “Guarantor” or “Grantor. This Security Agreement ” under the applicable Secured Credit Documents of any Class, the Borrowers shall be fully effective as cause such Person, if not already a party hereto, to any Grantor that is or becomes become a party hereto regardless as a “Grantor”. Upon the execution and delivery by such Person of whether a Grantor Joinder Agreement, such Person shall become a party hereto and a Grantor hereunder with the same force and effect as if originally named as such herein. The execution and delivery of any such instrument shall not require the consent of any other party hereto. The rights and obligations of each party hereto shall remain in full force and effect notwithstanding the addition of such Person becomes or fails as a party to become or ceases to be a Grantor hereunderthis Agreement.

Additional Grantors. Such Grantor acknowledges thatFrom time to time subsequent to the date hereof, pursuant to Section 6.11 of the Credit Agreement, the Borrower is required to cause each Person which (i) becomes a direct or indirect Subsidiary of Holdings (other than any Excluded Subsidiary) or (ii) ceases to qualify as an Excluded Subsidiary, in each case, after the Closing Date, to additional Persons may become a party parties hereto as an additional Grantor Grantors (each such Personeach, an “Additional Grantor”) ), by executing and delivering a Joinder Agreement substantially in the form of Exhibit I Supplement to the Credit Agreement Pledge and by executing and delivering a Joinder Agreement (a “Joinder”) substantially in the form attached hereto as Annex 2, along with supplements to the Exhibits to this Security Agreement necessary to reflect additional Collateral provided by the Additional GrantorAgreement. Upon delivery of any such Joinder Supplement to the Administrative Agent Pledge and Security Agreement in substantially the form of Exhibit G hereto to the Term Collateral Agent, notice of which is hereby waived by the Grantors, each such Additional Grantor shall be deemed a Grantor hereunder and shall be as fully a party hereto as if such Additional Grantor were an original signatory hereto. Each Grantor expressly agrees that its obligations arising hereunder shall not be discharged, affected or diminished or otherwise affected (a) by the addition or release of any other Grantor hereunder, (b) nor by any failure by the Company or any Grantor election of Term Collateral Agent not to cause any Restricted Subsidiary of the Company Borrower to become an Additional Grantor or a Grantor hereunder or (c) by reason of the Administrative Agent’s, the Collateral Agent’s or any of the other Secured Party’s actions in effecting, or failure to effect, any such Joinder, or in releasing any Grantor hereunder, in each case, without the necessity of giving notice to or obtaining the consent of any other Grantor. This Security Agreement shall be fully effective as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder. Any Additional Grantor shall, substantially contemporaneously with its execution and delivery of a Supplement to Pledge and Security Agreement, execute an acknowledgment to the Intercreditor Agreement in substantially the form attached to the Intercreditor Agreement and deliver such acknowledgement(s) to the Term Collateral Agent.

Additional Grantors. Such Grantor acknowledges that, Each Subsidiary of the Borrower that is required to become a party to this Agreement pursuant to Section 6.11 6.9 of the Credit Agreement shall become a Grantor for all purposes of this Agreement upon execution and delivery by such Subsidiary of an Assumption Agreement in the form of Annex 1 hereto. 8.15 Releases. (a) At such time as the Loans, the Reimbursement Obligations and the other Obligations (other than Obligations in respect of Specified Swap Agreements) shall have been paid in full, the Commitments have been terminated and no Letters of Credit shall be outstanding, the Collateral shall be released from the Liens created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent and each Grantor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Grantors. At the request and sole expense of any Grantor following any such termination, the Administrative Agent shall deliver to such Grantor any Collateral held by the Administrative Agent hereunder, and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination. (b) If any of the Collateral shall be sold, transferred or otherwise disposed of by any Grantor in a transaction permitted by the Credit Agreement, then the Administrative Agent, at the request and sole expense of such Grantor, shall execute and deliver to such Grantor all releases or other documents reasonably necessary or desirable for the release of the Liens created hereby on such Collateral. At the request and sole expense of the Borrower, a Subsidiary Guarantor shall be released from its obligations hereunder in the event that all the Capital Stock of such Subsidiary Guarantor shall be sold, transferred or otherwise disposed of in a transaction permitted by the Credit Agreement; provided that the Borrower shall have delivered to the Administrative Agent, at least ten Business Days prior to the date of the proposed release, a written request for release identifying the relevant Subsidiary Guarantor and the terms of the sale or other disposition in reasonable detail, including the price thereof and any expenses in connection therewith, together with a certification by the Borrower stating that such transaction is required to cause each Person which (i) becomes a direct or indirect Subsidiary of Holdings (other than any Excluded Subsidiary) or (ii) ceases to qualify as an Excluded Subsidiary, in each case, after the Closing Date, to become a party hereto as an additional Grantor (each such Person, an “Additional Grantor”) by executing and delivering a Joinder Agreement substantially in the form of Exhibit I to compliance with the Credit Agreement and by executing and delivering a Joinder Agreement (a “Joinder”) substantially in the form attached hereto as Annex 2, along with supplements to the Exhibits to this Security Agreement necessary to reflect additional Collateral provided by the Additional Grantor. Upon delivery of any such Joinder to the Administrative Agent and the Collateral Agent, notice of which is hereby waived by the Grantors, each such Additional Grantor shall be deemed a Grantor hereunder and shall be as fully a party hereto as if such Additional Grantor were an original signatory hereto. Each Grantor expressly agrees that its obligations arising hereunder shall not be discharged, diminished or otherwise affected (a) by the addition or release of any other Grantor hereunder, (b) by any failure by the Company or any Grantor to cause any Subsidiary of the Company to become an Additional Grantor or a Grantor hereunder or (c) by reason of the Administrative Agent’s, the Collateral Agent’s or any of the other Secured Party’s actions in effecting, or failure to effect, any such Joinder, or in releasing any Grantor hereunder, in each case, without the necessity of giving notice to or obtaining the consent of any other Grantor. This Security Agreement shall be fully effective as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunderLoan Documents.

Additional Grantors. Such It is understood and agreed that any Person that has become a Grantor acknowledges that, under the Security Agreement after the date hereof pursuant to Section 6.11 the requirements of the Credit Agreement or any other Credit Document shall become a Grantor hereunder by (x) executing a counterpart hereof and delivering same to the Collateral Agent, or by executing an assumption agreement in form and substance satisfactory to the Collateral Agent, (y) delivering a supplement to Annex A as is necessary to cause such Annex to be complete and accurate with respect to such additional Grantor on such date and (z) taking all actions as specified in the Security Agreement, the Borrower is required to cause each Person which (i) becomes a direct or indirect Subsidiary of Holdings (other than any Excluded Subsidiary) or (ii) ceases to qualify as an Excluded Subsidiary, in each case, after the Closing Date, to become a party hereto as an additional Grantor (each such Person, an “Additional Grantor”) by executing and delivering a Joinder Agreement substantially in the form of Exhibit I to the Credit Agreement and this Agreement as would have been taken by executing and delivering a Joinder such Grantor had it been an original party to this Agreement (a “Joinder”) substantially on the Effective Date, in the form attached hereto as Annex 2, along each case with supplements all documents required above to be delivered to the Exhibits Collateral Agent and with all documents and actions required above to this Security Agreement necessary to reflect additional Collateral provided by the Additional Grantor. Upon delivery of any such Joinder be taken to the Administrative reasonable satisfaction of the Collateral Agent and the Administrative Agent. Following the termination of a Grantor’s status as a Designated Subsidiary Borrower pursuant to a Termination Letter in accordance with Section 1.13 of the Credit Agreement and so long as no Letters of Credit issued on behalf of such Designated Subsidiary Borrower (or any Unpaid Drawings in respect thereof) are outstanding and all interest, fees and other Obligations payable by such Designated Subsidiary Borrower have been paid in full, the Collateral Agent, notice at the request and expense of which is hereby waived the Parent Borrower, will promptly execute and deliver to the Parent Borrower any documents of release and/or authorize the filing of a proper instrument or instruments (including a release of all Liens granted by such Designated Subsidiary Borrower hereunder and Uniform Commercial Code terminations statements on form UCC-3 reflecting the same) reasonably requested by the GrantorsParent Borrower acknowledging the release of such Grantor, each and will duly assign, transfer and deliver to such Additional Grantor shall (without recourse and without any representation or warranty) such of the Collateral of such Grantor as may be deemed a Grantor hereunder in the possession of the Collateral Agent or Custodian and shall be as fully a party hereto as if such Additional Grantor were an original signatory hereto. Each Grantor expressly agrees that its obligations arising hereunder shall has not be discharged, diminished theretofore been sold or otherwise affected (a) by applied or released pursuant to this Agreement or the addition or release of any other Grantor hereunder, (b) by any failure by the Company or any Grantor to cause any Subsidiary of the Company to become an Additional Grantor or a Grantor hereunder or (c) by reason of the Administrative Agent’s, the Collateral Agent’s or any of the other Secured Party’s actions in effecting, or failure to effect, any such Joinder, or in releasing any Grantor hereunder, in each case, without the necessity of giving notice to or obtaining the consent of any other Grantor. This Security Agreement shall be fully effective as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunderAgreement.

Additional Grantors. Such Each Subsidiary of a Grantor acknowledges that, pursuant to Section 6.11 of the Credit Agreement, the Borrower that is required to cause each Person which (i) becomes a direct or indirect Subsidiary of Holdings (other than any Excluded Subsidiary) or (ii) ceases to qualify as an Excluded Subsidiary, in each case, after the Closing Date, to become a party hereto as to this Agreement pursuant to Section 6.12 of the Credit Agreement shall become a Grantor for all purposes of this Agreement upon execution and delivery by such Subsidiary of an additional Grantor (each such Person, an “Additional Grantor”) by executing and delivering a Joinder Assumption Agreement substantially in the form of Exhibit I to Annex 1 hereto. 8.15 Releases. (a) Upon the Credit Discharge of Obligations, the Collateral shall be released from the Liens in favor of the Administrative Agent and the other Secured Parties created hereby, this Agreement and by executing and delivering a Joinder Agreement (a “Joinder”) substantially in the form attached hereto as Annex 2, along shall terminate with supplements to the Exhibits to this Security Agreement necessary to reflect additional Collateral provided by the Additional Grantor. Upon delivery of any such Joinder respect to the Administrative Agent and the Collateral Agentother Secured Parties, notice and all obligations (other than those expressly stated to survive such termination) of which is hereby waived each Grantor to the Administrative Agent or any other Secured Party hereunder shall terminate, all without delivery of any instrument or performance of any act by any party. At the Grantorssole expense of any Grantor following any such termination, each the Administrative Agent shall promptly deliver such Additional documents as such Grantor shall be deemed a Grantor hereunder and shall be as fully a party hereto as if reasonably request to evidence such Additional Grantor were an original signatory hereto. Each Grantor expressly agrees that its obligations arising hereunder shall not be discharged, diminished or otherwise affected (a) by the addition or release of any other Grantor hereunder, termination. (b) If (1) any of the Collateral, shall be sold, transferred or, become Excluded Assets or is otherwise disposed of by any failure by the Company or any Grantor to cause any Subsidiary of the Company to become an Additional Grantor or a Person that is not a Grantor hereunder in a transaction not prohibited by the Credit Agreement, including, without limitation, the sale, transfer or other disposition or pledge of any Financing Assets to a SPV Subsidiary not prohibited by the Credit Agreement, or (c2) by reason of the Administrative Agent’s, the any Financing Asset or other Collateral Agent’s is to be pledged to secured ain connection with any Permitted Secured Financing or any of the other Secured Party’s actions financing permitted to be secured in effecting, or failure to effectaccordance with, any such JoinderPermitted Risk Retention Facility or other Collateral sold, disposed or pledged in releasing connection with any Grantor hereundersimilar asset based financing expressly permitted under the Credit Agreement, in each case, without the necessity of giving notice to or obtaining the consent of any other Grantor. This Security Agreement (i) such Collateral shall be fully effective released from the Liens created hereby on such Collateral or such Liens shall be subordinated, as applicable, and (ii) the Administrative Agent, at the request and sole expense of such Grantor, shall promptly execute and deliver to any such Grantor all releases, subordination agreements or other documents reasonably necessary or desirable for the release or subordination of the Liens created hereby on such Collateral, as applicable. At the request and sole expense of the Borrower, a Guarantor shall be released from its obligations hereunder in the event that (i) such Guarantor qualifies as an Excluded Subsidiary or (ii) all the Capital Stock of such Guarantor shall be sold, transferred or otherwise disposed of to a Person other than a Grantor or is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases otherwise no longer required to be a Guarantor or a Grantor hereunderas a result of a transaction not prohibited by the Credit Agreement.

Additional Grantors. Such Each Grantor acknowledges that, pursuant to Section 6.11 5.14 of the Credit Agreement, the Borrower is required to cause each Person which (i) becomes a direct or indirect Subsidiary domestic subsidiary of Holdings the Borrower (other than any Immaterial Subsidiaries, Excluded SubsidiarySubsidiaries and Restricted Captive Insurance Company Subsidiaries) or (ii) ceases to qualify as an Excluded Subsidiary, in each case, after the Closing Date, to become a party hereto as an additional Grantor (each such Person, an “Additional Grantor”) by executing an Instrument of Assumption and delivering a Joinder Agreement substantially in the form of Exhibit I to the Credit Agreement and by executing and delivering a Joinder Agreement (a “Joinder”) substantially in the form attached hereto as Annex 2, along with supplements of Exhibit H to the Exhibits to this Security Agreement necessary to reflect additional Collateral provided by the Additional GrantorCredit Agreement. Upon delivery of any such Joinder to the Administrative Agent and the Collateral Agent, notice of which is hereby waived by the Grantors, each such Additional Grantor shall be deemed a Grantor hereunder and shall be as fully a party hereto as if such Additional Grantor were an original signatory hereto. Each Grantor expressly agrees that its obligations arising hereunder shall not be discharged, diminished or otherwise affected (a) by the addition or release of any other Grantor hereunder, (b) by any failure by the Company Borrower or any Grantor to cause any Subsidiary of the Company Borrower to become an Additional Grantor or a Grantor hereunder or (c) by reason of the Administrative Agent’s, the Collateral Agent’s or any of the other Second Priority Secured Party’s Parties’ actions in effecting, or failure to effect, any such Joinder, or in releasing any Grantor hereunder, in each case, case without the necessity of giving notice to or obtaining the consent of any other Grantor. This Security Agreement shall be fully effective as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder.

Additional Grantors. Such Each Grantor acknowledges that, pursuant to Section 6.11 5.12 of the Credit Agreement, the Borrower is required to cause each Person which (i) becomes a direct or indirect domestic Subsidiary of Holdings (other than the Borrower or any Excluded Subsidiary) or (ii) ceases to qualify as an Excluded Subsidiary, in each case, after the Closing Date, Grantor to become a party hereto as an additional Grantor (each such Person, an “"Additional Grantor”") by executing an Instrument of Assumption and delivering Joinder (a Joinder Agreement "Joinder") substantially in the form of Exhibit I K attached to the Credit Agreement and by executing and delivering a Joinder Agreement (a “Joinder”) substantially in the form attached hereto as Annex 2, along with supplements to the Exhibits to this Security Agreement necessary to reflect additional Collateral provided by the Additional GrantorAgreement. Upon delivery of any such Joinder to the Administrative Agent and or the Collateral Agent, as the case may be, notice of which is hereby waived by the Grantors, each such Additional Grantor shall be deemed a Grantor hereunder and shall be as fully a party hereto as if such Additional Grantor were an original signatory hereto. Each Grantor expressly agrees that its obligations arising hereunder shall not be discharged, diminished or otherwise affected (a) by the addition or release of any other Grantor hereunder, (b) by any failure by the Company Borrower or any Grantor to cause any Subsidiary of the Company to become an Additional Grantor or a Grantor hereunder or (c) by reason of the Administrative Agent’s, the Collateral Agent’s 's or any of the other Secured Party’s Parties' actions in effecting, or failure to effect, any such Joinder, or in releasing any Grantor hereunder, in each case, case without the necessity of giving notice to or obtaining the consent of any other Grantor. This Security Agreement shall be fully effective as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder.

Additional Grantors. Such Each Grantor acknowledges that, pursuant to Section 6.11 5.14 of the Credit Agreement, the Borrower Company and each other Loan Party is required to cause each Person which (i) Material Subsidiary created or acquired after the Effective Date and any Subsidiary that otherwise becomes a direct or indirect Material Subsidiary of Holdings (other than any Excluded Subsidiary) or (ii) ceases to qualify as an Excluded Subsidiary, in each case, after the Closing Date, Effective Date to become a party hereto as an additional Grantor (each such Person, an “"Additional Grantor”") by executing and delivering a Joinder Agreement substantially in the form of Exhibit I to the Credit Agreement and by executing and delivering a Joinder Agreement (a “"Joinder”") substantially in the form attached hereto as Annex 2, of Exhibit D to the Credit Agreement along with supplements to the Exhibits to this Security Agreement necessary to reflect additional Collateral provided by the Additional Grantor. Upon delivery of any such Joinder to the Administrative Agent and the Collateral Agent, notice of which is hereby waived by the Grantors, each such Additional Grantor shall be deemed a Grantor hereunder and shall be as fully a party hereto as if such Additional Grantor were an original signatory hereto. Each Grantor expressly agrees that its obligations arising hereunder shall not be discharged, diminished or otherwise affected (a) by the addition or release of any other Grantor hereunder, (b) by any failure by the Company or any Grantor to cause any Subsidiary of the Company to become an Additional Grantor or a Grantor hereunder or (c) by reason of the Administrative Agent’s, the Collateral Agent’s 's or any of the other Secured Party’s 's actions in effecting, or failure to effect, any such Joinder, or in releasing any Grantor hereunder, in each case, without the necessity of giving notice to or obtaining the consent of any other Grantor. This Security Agreement shall be fully effective as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder.

Additional Grantors. Such Each Grantor acknowledges that, pursuant to Section 6.11 5.15 of the Credit Agreement, the Borrower Company and each other Loan Party is required to cause each Person which (i) Material Subsidiary created or acquired after the Effective Date and any Subsidiary that otherwise becomes a direct or indirect Material Subsidiary of Holdings (other than any Excluded Subsidiary) or (ii) ceases to qualify as an Excluded Subsidiary, in each case, after the Closing Date, Effective Date to become a party hereto as an additional Grantor (each such Person, an “Additional Grantor”) by executing and delivering a Joinder Agreement substantially in the form of Exhibit I to the Credit Agreement and by executing and delivering a Joinder Agreement (a “Joinder”) substantially in the form attached hereto as Annex 2, of Exhibit E to the Credit Agreement along with supplements to the Exhibits to this Security Agreement necessary to reflect additional Collateral provided by the Additional Grantor. Upon delivery of any such Joinder to the Administrative Agent and the Collateral Agent, notice of which is hereby waived by the Grantors, each such Additional Grantor shall be deemed a Grantor hereunder and shall be as fully a party hereto as if such Additional Grantor were an original signatory hereto. Each Grantor expressly agrees that its obligations arising hereunder shall not be discharged, diminished or otherwise affected (a) by the addition or release of any other Grantor hereunder, (b) by any failure by the Company or any Grantor to cause any Subsidiary of the Company to become an Additional Grantor or a Grantor hereunder or (c) by reason of the Administrative Agent’s, the Collateral Agent’s or any of the other Secured Party’s actions in effecting, or failure to effect, any such Joinder, or in releasing any Grantor hereunder, in each case, without the necessity of giving notice to or obtaining the consent of any other Grantor. This Security Agreement shall be fully effective as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder.

Additional Grantors. Such Grantor acknowledges The Grantors agree that, pursuant to Section 6.11 of the Credit Agreement, the Borrower is required to cause each Person which (i) becomes if any Subsidiary shall become a direct or indirect Subsidiary of Holdings (other than any Excluded Subsidiary) or (ii) ceases to qualify as an Excluded Subsidiary, in each case, Grantor after the Closing Datedate hereof, it will promptly cause such Subsidiary to become a party hereto as an additional Grantor (each such Person, an “Additional Grantor”) by executing and delivering an instrument in a Joinder Agreement substantially in the form of Exhibit I reasonably acceptable to the Credit Agreement Designated Second Priority Representative and by executing and delivering a Joinder Agreement (a “Joinder”) substantially in the form attached hereto as Annex 2, along with supplements to the Exhibits to this Security Agreement necessary to reflect additional Collateral provided by the Additional GrantorDesignated Senior Representative. Upon delivery of any such Joinder to the Administrative Agent execution and the Collateral Agentdelivery, notice of which is hereby waived by the Grantors, each such Additional Grantor shall be deemed Subsidiary will become a Grantor hereunder with the same force and shall be as fully a party hereto effect as if originally named as a Grantor herein. The execution and delivery of such Additional Grantor were an original signatory hereto. Each Grantor expressly agrees that its obligations arising hereunder instrument shall not be discharged, diminished or otherwise affected (a) by the addition or release of any other Grantor hereunder, (b) by any failure by the Company or any Grantor to cause any Subsidiary of the Company to become an Additional Grantor or a Grantor hereunder or (c) by reason of the Administrative Agent’s, the Collateral Agent’s or any of the other Secured Party’s actions in effecting, or failure to effect, any such Joinder, or in releasing any Grantor hereunder, in each case, without the necessity of giving notice to or obtaining require the consent of any other Grantorparty hereunder (except in the case of other Grantors, to the extent already obtained), and will be acknowledged by the Designated Second Priority Representative and the Designated Senior Representative. This Security The rights and obligations of each Grantor hereunder shall remain in full force and effect notwithstanding the addition of any new Grantor as a party to this Agreement. as First Lien Administrative Agent By: Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Senior Vice President as Second Lien Administrative Agent By: Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Senior Vice President Acknowledged by: By: Pennsylvania Real Estate Investment Trust, its general partner By: Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Executive Vice President, Finance & Acquisitions and Treasurer By: Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Executive Vice President, Finance & Acquisitions and Treasurer By: Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Executive Vice President, Finance & Acquisitions and Treasurer [FORM OF] REPRESENTATIVE SUPPLEMENT NO. [ ], dated as of [ ] (this “Supplement”), to the INTERCREDITOR AGREEMENT dated as of [ ] (as amended, restated, modified or supplemented from time to time, the “Intercreditor Agreement”), among PREIT ASSOCIATES, L.P., a Delaware limited partnership (“PREIT”), PREIT-▇▇▇▇▇, INC., a Pennsylvania corporation (“PREIT-▇▇▇▇▇”), PENNSYLVANIA REAL ESTATE INVESTMENT TRUST, a Pennsylvania business trust (the “Parent”; together with PREIT and PREIT-▇▇▇▇▇, each individually, a “Borrower” and collectively, the “Borrower”), the other Grantors (as defined therein) party thereto from time to time, ▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION (“▇▇▇▇▇ Fargo”), as administrative agent, collateral agent and Representative for the First Lien Secured Parties (in such capacity, together with its successors, in such capacity, the “First Lien Administrative Agent”), ▇▇▇▇▇ Fargo, as administrative agent, collateral agent and Representative for the Second Lien Secured Parties (in such capacity, together with its successors in such capacity, the “Second Lien Administrative Agent”), and the additional Representatives from time to time party thereto. A. Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to such terms in the Intercreditor Agreement. B. As a condition to the ability of any Borrower or any other Grantor to incur Additional Second Priority Debt (and guarantees thereof) and to secure such Additional Second Priority Debt (and guarantees thereof) with Second Priority Liens, in each case under and pursuant to the applicable Additional Second Priority Debt Documents and Additional Second Priority Collateral Documents, the Additional Second Priority Debt Representative in respect of such Additional Second Priority Debt is required to become a Representative under, and such Additional Second Priority Debt and the Additional Second Priority Debt Parties in respect thereof are required to become subject to and bound by, the Intercreditor Agreement. Section 8.09 of the Intercreditor Agreement provides that such Additional Second Priority Debt Representative may become a Representative under, and such Additional Second Priority Debt and such Additional Second Priority Debt Parties may become subject to and bound by, the Intercreditor Agreement, pursuant to the execution and delivery by such Additional Second Priority Debt Representative of an instrument in the form of this Supplement and the satisfaction of the other conditions set forth in Section 8.09 of the Intercreditor Agreement. The undersigned Additional Second Priority Debt Representative (the “New Representative”) is executing this Supplement in accordance with the requirements of the applicable Additional Senior Debt Documents and the Additional Second Priority Debt Documents. Accordingly, the Designated Senior Representative and the New Representative agree as follows: SECTION 1. In accordance with Section 8.09 of the Intercreditor Agreement, the New Representative by its signature below becomes a Representative under, and the related Additional Second Priority Debt and Additional Second Priority Debt Parties become subject to and bound by, the Intercreditor Agreement with the same force and effect as if the New Representative had originally been named therein as a Representative, and the New Representative, on behalf of itself and such other Additional Second Priority Debt Parties, hereby agrees to all the terms and provisions of the Intercreditor Agreement applicable to it as a Second Priority Representative and to the Additional Second Priority Debt Parties that it represents as Second Priority Debt Parties. Each reference to a “Representative” or “Second Priority Representative” in the Intercreditor Agreement shall be fully effective as deemed to any Grantor that include the New Representative. The Intercreditor Agreement is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunderhereby incorporated herein by reference.

Additional Grantors. Such Grantor acknowledges that, pursuant Pursuant to and in accordance with Section 6.11 of the Credit Agreement, the Borrower is required to each Grantor shall cause each Person which (i) becomes a direct or indirect each wholly owned Material Domestic Subsidiary of Holdings (other than any Excluded Subsidiary) formed or acquired after the date of this Security Agreement in accordance with the terms of the Credit Agreement and (ii) ceases any wholly owned Material Domestic Subsidiary that was an Excluded Subsidiary but has ceased to qualify as be an Excluded Subsidiary, to enter into this Security Agreement as a Subsidiary Party within sixty (60) days after such formation, acquisition or designation (or, in each case, after such longer period as the Closing DateAdministrative Agent may agree in its reasonable discretion). Subject to the Excluded Subsidiary Joinder Exception, the Borrower may, in its sole discretion, cause any Parent Company or Subsidiary that is not required to become a party hereto as join this Security Agreement to execute an additional Grantor (each such Person, an “Additional Grantor”) by executing and delivering a Joinder Agreement instrument in substantially in the form of Exhibit I B hereto; provided that, to the Credit extent any Foreign Subsidiary is joined pursuant to the Excluded Subsidiary Joinder Exception, any requirements under this Agreement as applied to such Foreign Subsidiary (solely to the extent any such provision would not otherwise have applied in respect of such Foreign Subsidiary if it were a Subsidiary that did not constitute a Grantor) may be modified (including with respect to the addition of customary limitations for syndicated loans applicable to the provision of guarantees and by executing and delivering a Joinder Agreement (a “Joinder”) substantially collateral in the form attached hereto applicable non-U.S. jurisdiction) as Annex 2, along with supplements to the Exhibits to this Security Agreement necessary to reflect additional Collateral provided reasonably determined by the Additional GrantorBorrower and the Collateral Agent. Upon execution and delivery by the Collateral Agent and such Subsidiary of an instrument in substantially the form of Exhibit B hereto, such Subsidiary shall become a Subsidiary Party and Grantor hereunder with the same force and effect as if originally named as a Subsidiary Party and Grantor herein. Upon execution and delivery by the Collateral Agent and a Parent Company of an instrument in substantially the form of Exhibit B hereto, such Parent Company shall be a Grantor hereunder with the same force and effect as if originally named as a Grantor hereunder. The execution and delivery of any such Joinder to the Administrative Agent and the Collateral Agent, notice of which is hereby waived by the Grantors, each such Additional Grantor shall be deemed a Grantor hereunder and shall be as fully a party hereto as if such Additional Grantor were an original signatory hereto. Each Grantor expressly agrees that its obligations arising hereunder instrument shall not be discharged, diminished or otherwise affected (a) by the addition or release of any other Grantor hereunder, (b) by any failure by the Company or any Grantor to cause any Subsidiary of the Company to become an Additional Grantor or a Grantor hereunder or (c) by reason of the Administrative Agent’s, the Collateral Agent’s or any of the other Secured Party’s actions in effecting, or failure to effect, any such Joinder, or in releasing any Grantor hereunder, in each case, without the necessity of giving notice to or obtaining require the consent of any other GrantorLoan Party hereunder. This Security Agreement The rights and obligations of each Loan Party hereunder shall be fully effective remain in full force and effect notwithstanding the addition of any new Loan Party as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunderthis Security Agreement.

Additional Grantors. Such Each Grantor acknowledges that, pursuant to Section 6.11 3.12 of the Indenture and Section 5.10 of the Term Loan Credit Agreement, the Borrower Company is required to cause each Person which (i) becomes a direct or indirect Subsidiary of Holdings (other than any Excluded Subsidiary) or (ii) ceases to qualify as an Excluded Subsidiary, in each case, after certain Subsidiaries not Grantors on the Closing Date, date hereof to become a party parties hereto as an additional Grantor Grantors (each such Person, an “Additional Grantor”) by executing and delivering a Joinder Agreement substantially in the form of Exhibit I to the Credit Agreement and by executing and delivering a Joinder Agreement (a “Joinder”) substantially in a form reasonably required by the form attached hereto as Annex 2, Collateral Agent along with supplements to the Exhibits to this Security Agreement necessary to reflect additional Collateral provided by the Additional Grantor. Upon delivery of any such Joinder to the Administrative Agent and the Collateral Agent, notice of which is hereby waived by the Grantors, each such Additional Grantor shall be deemed a Grantor hereunder and shall be as fully a party hereto as if such Additional Grantor were an original signatory hereto. Each Grantor expressly agrees that its obligations arising hereunder shall not be discharged, diminished or otherwise affected (a) by the addition or release of any other Grantor hereunder, (b) by any failure by the Company or any Grantor to cause any Subsidiary of the Company to become an Additional Grantor or a Grantor hereunder or (c) by reason of the Administrative Agent’s, the Collateral Agent’s or any of the other Secured Party’s actions in effecting, or failure to effect, any such Joinder, or in releasing any Grantor hereunder, in each case, without the necessity of giving notice to or obtaining the consent of any other Grantor. This Security Agreement shall be fully effective as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder.

Additional Grantors. Such Each Grantor acknowledges that, pursuant to each subsequently acquired or organized Domestic Subsidiary required by Section 6.11 4.20 of the Credit Agreement, the Borrower is required to cause Indenture and any equivalent provision of each Person which (i) becomes a direct or indirect Subsidiary of Holdings (other than any Excluded Subsidiary) or (ii) ceases to qualify as an Excluded Subsidiary, in each case, after the Closing Date, Additional Pari Passu Agreement to become a party hereto as an additional Grantor (each such PersonDomestic Subsidiary, an “Additional Grantor”) by executing shall execute an Instrument of Assumption and delivering a Joinder Agreement substantially in the form of Exhibit I to the Credit Agreement and by executing and delivering a Joinder Agreement (a “Joinder”) substantially in the form attached hereto as Annex 2, along with supplements to the Exhibits to this Security Agreement necessary to reflect additional Collateral provided by the Additional Grantor. Exhibit A. Upon delivery of any such Joinder to the Administrative Agent and the Collateral Agent, notice of which is hereby waived by the Grantors, each such Additional Grantor shall be deemed a Grantor hereunder and shall be as fully a party hereto as if such Additional Grantor were an original signatory hereto. Each Grantor expressly agrees that its obligations arising hereunder shall not be discharged, diminished or otherwise affected (a) by the addition or release of any other Grantor hereunder, (b) by any failure by the Company Grantors or any Grantor to cause any subsequently acquired or organized Domestic Subsidiary required by Section 4.20 of the Company Indenture or any equivalent provision of each Additional Pari Passu Agreement to become an Additional Grantor or a Grantor hereunder or (c) by reason of the Administrative Agent’s, the Collateral Agent’s Agent or any of the other Secured Party’s Parties’ actions in effecting, or failure to effect, any such Joinder, or in releasing any Grantor hereunder, in each case, case without the necessity of giving notice to or obtaining the consent of any other Grantor. This Security Agreement shall be fully effective as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder.

Additional Grantors. Such Grantor acknowledges that, pursuant to Section 6.11 of the Credit Agreement, the Borrower is required to Grantors shall cause each Person which of their respective Subsidiaries (iother than Tokenization SPVs) becomes that is acquired or formed, organized, or incorporated, as applicable, or similar, after the date of this Agreement to, immediately upon acquisition or formation, organization, or incorporation, as applicable, or similar, to execute and deliver to Collateral Agent a direct or indirect Joinder to Guaranty and Security Agreement in substantially the form of Annex I hereto (each, a “Joinder Agreement”), duly completed and executed in each case in a manner acceptable to Collateral Agent, and such Subsidiary shall thereby become a Grantor for all purposes of this Agreement. Grantors shall cause each Subsidiary of Holdings (other than any Excluded Subsidiary) or (ii) ceases SPV to qualify as an Excluded Subsidiary, in each case, after the Closing Date, to become a party hereto as an additional Grantor (each such Person, an “Additional Grantor”) by executing so execute and delivering deliver a Joinder Agreement substantially in and thereby become a Grantor for all purposes of this Agreement immediately at such time (if any) that such Subsidiary does not meet or completely fulfill any of the form criteria for being a Tokenization SPV or, due to action, inaction, or otherwise, breeches or violates, or causes any Grantor to breech or violate, any term or provision of Exhibit I to the Credit this Agreement and by executing and delivering a Joinder Agreement (a “Joinder”) substantially in the form attached hereto as Annex 2, along with supplements to the Exhibits to this Security Agreement necessary to reflect additional Collateral provided by the Additional Grantor. Upon delivery or of any such Joinder other Debenture Document, or causes any representation or warranty of any Grantor or any Subsidiary of any Grantor to the Administrative Agent be untrue or misleading. Each Grantor (on behalf of itself and the its Subsidiaries) waives notice of, as well as notice of Collateral Agent’s acceptance of, notice of which is hereby waived by the Grantors, each such Additional Grantor shall be deemed a Grantor hereunder any and shall be as fully a party hereto as if such Additional Grantor were an original signatory heretoall Joinder Agreements. Each Grantor expressly agrees that its obligations arising hereunder shall not be discharged, diminished or otherwise affected by (a) by the addition or release of any other Grantor hereunder, (b) by any failure by the Company or any Grantor to cause any Subsidiary of the Company Person to become an Additional Grantor or a Grantor hereunder or (c) by reason of the Administrative Agent’s, the Collateral Agent’s or any of the other Secured Party’s actions in effecting, or failure to effect, any such Joinderjoinder, or in releasing any Grantor hereunder, in each case, without the necessity of giving whether or not notice to is given or obtaining the consent is obtained from any Grantor or any Subsidiary of any other Grantor. This Security Agreement shall be fully effective as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder.

Additional Grantors. Such Each Grantor acknowledges that, pursuant to Section 6.11 5.14 of the Credit Agreement, the Borrower is required may elect to cause each Person which (i) becomes a direct or indirect Subsidiary of Holdings (other than any Excluded Subsidiary) or (ii) ceases to qualify as an Excluded Subsidiary, in each case, after the Closing Date, additional Subsidiaries to become a party hereto as an additional Grantor (each such Person, an “Additional Grantor”) by executing an Instrument of Assumption and delivering a Joinder Agreement substantially in the form of Exhibit I to the Credit Agreement and by executing and delivering a Joinder Agreement (a “Joinder”) substantially in the form attached hereto as Annex 2, along with supplements of Exhibit E to the Exhibits to this Security Agreement necessary to reflect additional Collateral provided by the Additional GrantorCredit Agreement. Upon delivery of any such Joinder to the Administrative Agent and the Collateral Agent, notice of which is hereby waived by the Grantors, each such Additional Grantor shall be deemed a Grantor hereunder and shall be as fully a party hereto as if such Additional Grantor were an original signatory hereto. Each Grantor expressly agrees that its obligations arising hereunder shall not be discharged, diminished or otherwise affected (a) by the addition or release of any other Grantor hereunder, (b) by any failure by the Company Borrower or any other Grantor to cause any Subsidiary of the Company Borrower to become an Additional Grantor or a Grantor hereunder or (c) by reason of the Administrative Agent’s, the Collateral Agent’s or any of the other Secured Party’s Parties’ actions in effecting, or failure to effect, any such Joinder, or in releasing any Grantor hereunder, in each case, case without the necessity of giving notice to or obtaining the consent of any other Grantor. This Security Agreement shall be fully effective as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder.

Additional Grantors. Such Grantor acknowledges that, pursuant to Section 6.11 Any Affiliate of the Credit Agreement, the Borrower is required to cause each Person which (i) becomes a direct or indirect Subsidiary of Holdings (other than any Excluded Subsidiary) or (ii) ceases to qualify as an Excluded Subsidiary, in each case, after the Closing Date, to Company may become a party hereto as an additional Grantor (each such PersonAffiliate of the Company, an “Additional Grantor”) by executing and delivering a an Instrument of Assumption and Joinder Agreement substantially in the form of Exhibit I to the Credit Agreement and by executing and delivering a Joinder Agreement (a “Joinder”) substantially in the form attached hereto as Annex 2, along with supplements to the Exhibits to this Security Agreement necessary to reflect additional Collateral provided by the Additional Grantor. Upon the due execution and delivery of any such Instrument of Assumption and Joinder to the Administrative Agent and the Collateral Agent, notice of which is hereby waived by the Grantors, each such Additional Grantor shall be deemed a Grantor hereunder and shall be as fully a party hereto as if such Additional Grantor were an original signatory hereto. Each Grantor expressly agrees that its obligations arising hereunder shall not be discharged, diminished or otherwise affected (a) by the addition or release of any other Grantor hereunder, (b) by any failure by the Company or any Grantor to cause any Subsidiary of the Company to become an Additional Grantor or a Grantor hereunder or (c) by reason of the Administrative Agent’s, the Collateral Agent’s or any of the other Secured Party’s Parties’ actions in effecting, or failure to effect, any such Instrument of Assumption and Joinder, or in releasing any Grantor hereunder, in each case, without the necessity of giving notice to or obtaining the consent of any other Grantor. This Security Agreement shall be fully effective as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder.

Additional Grantors. Such Grantor acknowledges thatThe initial Grantors hereunder shall ------------------- be WMT, pursuant STG, SMS, INET, SDI, SII, and SDS. From time to Section 6.11 time after the date hereof, additional Subsidiaries of the Credit Obligors may become Guarantors under the Note Purchase Agreement in accordance with Section 6.17 of the Note Purchase Agreement. Such additional Subsidiaries (each, the Borrower is required to cause each Person which (ian "ADDITIONAL GRANTOR") becomes a direct or indirect Subsidiary of Holdings (other than any Excluded Subsidiary) or (ii) ceases to qualify as an Excluded Subsidiary, in each case, after the Closing Date, to shall become a party hereto as an additional Grantor (each such Person, an “Additional Grantor”) to this Guarantor Security and Pledge Agreement by executing and delivering a Joinder Agreement substantially in the form counterpart of Exhibit I to the Credit Agreement and by executing and delivering a Joinder Agreement (a “Joinder”) substantially in the form attached hereto as Annex 2, along with supplements to the Exhibits to this Security Agreement necessary to reflect additional Collateral provided by the Additional GrantorAgreement. Upon delivery of any such Joinder counterpart to the Administrative Agent and the Collateral Agent, notice of which is hereby waived by the other Grantors, each such Additional Grantor shall be deemed a Grantor hereunder and shall be as fully a party hereto as if such Additional Grantor were an original signatory hereof. Each Additional Grantor shall deliver at the time of delivery of such counterpart additional schedules hereto, and deliver or cause to be delivered such Pledged Collateral, Acknowledgments and Powers, which are necessary to make its representations and warranties made herein true and correct, together with any other documents which the Agent may reasonably request. Each Grantor expressly agrees that its obligations arising hereunder shall not be discharged, affected or diminished or otherwise affected (a) by the addition or release of any other Grantor hereunder, (b) nor by any failure by election of the Company Agent or any Grantor the Holders not to cause any Subsidiary of the Company any Obligor to become an Additional Grantor or a Grantor hereunder or (c) by reason of the Administrative Agent’s, the Collateral Agent’s or any of the other Secured Party’s actions in effecting, or failure to effect, any such Joinder, or in releasing any Grantor hereunder, in each case, without the necessity of giving notice to or obtaining the consent of any other Grantor. This Security Agreement shall be fully effective as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder.

Additional Grantors. Such Each Restricted Subsidiary of Hovnanian shall become a Grantor acknowledges thatfor all purposes of this Agreement upon execution and delivery by such Subsidiary of a Guarantor Joinder and Assumption Agreement. 105.14 Releases. 14.1 Upon the indefeasible payment in full of all outstanding Secured Obligations (or, with respect to outstanding Letters of Credit, cash collateralization or other arrangements reasonably satisfactory to the Letter of Credit Lender therefor and the Agent), the Collateral (including the Cash Collateral) shall be automatically released from the Liens created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Agent and each Grantor hereunder shall automatically terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Grantors. At the request and sole expense of any Grantor following any such termination, the Agent shall deliver to such Grantor any Collateral held by the Agent hereunder, and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination. 14.2 If any of the Collateral shall be sold or otherwise transferred pursuant to a transaction permitted by Section 6.11 7.2.10 of the Credit Agreement, the Borrower is required Liens created hereby on such Collateral shall automatically terminate. Upon indefeasible payment in full of all outstanding Secured Obligations (or, with respect to cause each Person which (i) becomes a direct outstanding Letters of Credit, cash collateralization or indirect Subsidiary of Holdings (other than any Excluded Subsidiary) or (ii) ceases to qualify as an Excluded Subsidiary, in each case, after the Closing Date, to become a party hereto as an additional Grantor (each such Person, an “Additional Grantor”) by executing and delivering a Joinder Agreement substantially in the form of Exhibit I arrangements reasonably satisfactory to the Letter of Credit Agreement and by executing and delivering a Joinder Agreement (a “Joinder”) substantially in the form attached hereto as Annex 2, along with supplements to the Exhibits to this Security Agreement necessary to reflect additional Collateral provided by the Additional Grantor. Upon delivery of any such Joinder to the Administrative Agent Lender therefor and the Collateral Agent), notice of which is hereby waived by the Grantors, each such Additional Grantor shall be deemed a Grantor hereunder and shall be as fully a party hereto as or if such Additional Grantor were an original signatory hereto. Each Grantor expressly agrees that its obligations arising hereunder shall not be discharged, diminished or otherwise affected (a) by the addition or release of any other Grantor hereunder, (b) by any failure by the Company or any Grantor to cause any Subsidiary of the Company to become an Additional Grantor or a Grantor hereunder or (c) by reason of the Administrative Agent’s, the Collateral Agent’s or any of the other Secured Party’s actions in effecting, or failure Collateral shall be requested to effect, any such Joinder, or in releasing be released by any Grantor hereunderpursuant to this Agreement and in accordance with the Credit Agreement, in each casethen the Agent, without at the necessity request and sole expense of giving notice such Grantor, shall execute and deliver to such Grantor all releases or obtaining other documents reasonably necessary or desirable for the consent release of any other Grantor. This Security Agreement shall be fully effective as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunderthe Liens created hereby on such Collateral.

Additional Grantors. Such Grantor acknowledges that, pursuant to Section 6.11 In the event any Subsidiary or other affiliated entity of the Credit AgreementIssuer shall have granted a Lien on any of its assets which constitute Shared Collateral to secure any Second Lien Obligations, the Borrower is required to Issuer shall cause each such Subsidiary or other Person which (i) becomes if not already a direct or indirect Subsidiary of Holdings (other than any Excluded Subsidiary) or (ii) ceases to qualify as an Excluded Subsidiary, in each case, after the Closing Dateparty hereto, to become a party hereto as an additional Grantor (each such Person, an a “Additional Grantor”) by executing and delivering a Joinder Agreement substantially in the form of Exhibit I to the Credit Agreement and by executing and delivering a Joinder Agreement (a “Joinder”) substantially in the form attached hereto as Annex 2, along with supplements to the Exhibits to this Security Agreement necessary to reflect additional Collateral provided by the Additional Grantor. Upon the execution and delivery by any Subsidiary or other affiliated entity of the Issuer of a Grantor Joinder Agreement, any such Person shall become a party hereto and a Grantor hereunder with the same force and effect as if originally named as such herein. The execution and delivery of any such Joinder to the Administrative Agent and the Collateral Agent, notice of which is hereby waived by the Grantors, each such Additional Grantor shall be deemed a Grantor hereunder and shall be as fully a party hereto as if such Additional Grantor were an original signatory hereto. Each Grantor expressly agrees that its obligations arising hereunder instrument shall not be discharged, diminished or otherwise affected (a) by the addition or release of any other Grantor hereunder, (b) by any failure by the Company or any Grantor to cause any Subsidiary of the Company to become an Additional Grantor or a Grantor hereunder or (c) by reason of the Administrative Agent’s, the Collateral Agent’s or any of the other Secured Party’s actions in effecting, or failure to effect, any such Joinder, or in releasing any Grantor hereunder, in each case, without the necessity of giving notice to or obtaining require the consent of any other Grantorparty hereto. This Security Agreement In the event any Person becomes the direct parent company of the Issuer and the new “Parent” under the applicable documents evidencing any Class, the Issuer shall be fully effective as cause such Person, if not already a party hereto, to any Grantor that is or becomes become a party hereto regardless as a “Grantor”. Upon the execution and delivery by such Person of whether a Grantor Joinder Agreement, such Person shall become a party hereto and a Grantor hereunder with the same force and effect as if originally named as such herein. The execution and delivery of any such instrument shall not require the consent of any other party hereto. The rights and obligations of each party hereto shall remain in full force and effect notwithstanding the addition of any new Grantor as a party to this Agreement. Upon its receipt of Grantor Joinder Agreement executed by such additional Grantor, each Second Lien Collateral Agent and Second Lien Representative shall execute the Grantor Joinder Agreement evidencing its acknowledgment thereof, and shall incur no liability to any Person becomes or fails to become or ceases to be a Grantor hereunderfor such execution.

Additional Grantors. Such Each Subsidiary of a Grantor acknowledges that, pursuant to Section 6.11 of the Credit Agreement, the Borrower that is required to cause each Person which (i) becomes a direct or indirect Subsidiary of Holdings (other than any Excluded Subsidiary) or (ii) ceases to qualify as an Excluded Subsidiary, in each case, after the Closing Date, to become a party hereto as to this Agreement pursuant to Section 6.12 of the Credit Agreement shall become a Grantor for all purposes of this Agreement upon execution and delivery by such Subsidiary of an additional Grantor (each such Person, an “Additional Grantor”) by executing and delivering a Joinder Assumption Agreement substantially in the form of Exhibit I to the Credit Agreement and by executing and delivering a Joinder Agreement (a “Joinder”) substantially in the form attached hereto as Annex 2, along with supplements to the Exhibits to this Security Agreement necessary to reflect additional Collateral provided by the Additional Grantor1 hereto. Releases. Upon delivery the Discharge of any such Joinder Obligations, the Collateral shall be released from the Liens in favor of the Administrative Agent and the other Secured Parties created hereby, this Agreement shall terminate with respect to the Administrative Agent and the other Secured Parties, and all obligations (other than those expressly stated to survive such termination) of each Grantor to the Administrative Agent or any other Secured Party hereunder shall terminate, all without delivery of any instrument or performance of any act by any party. At the sole expense of any Grantor following any such termination, the Administrative Agent shall deliver such documents as such Grantor shall reasonably request to evidence such termination. If any of the Collateral shall be sold, transferred or otherwise disposed of by any Grantor in a transaction permitted by Section 7 of the Credit Agreement, then the Administrative Agent, notice at the request and sole expense of which is such Grantor, shall promptly execute and deliver to such Grantor all releases or other documents reasonably necessary or desirable for the release of the Liens created hereby waived by on such Collateral, as applicable. At the Grantorsrequest and sole expense of the Borrower, each such Additional a Grantor shall be deemed released from its obligations hereunder in the event that all the Capital Stock of such Grantor shall be sold, transferred or otherwise disposed of to a Person other than a Grantor hereunder and shall be as fully in a party hereto as if such Additional Grantor were an original signatory hereto. Each Grantor expressly agrees that its obligations arising hereunder shall not be discharged, diminished or otherwise affected (a) transaction permitted by the addition or release of any other Grantor hereunder, (b) by any failure by the Company or any Grantor to cause any Subsidiary Section 7 of the Company Credit Agreement; provided that the Borrower shall have delivered to become an Additional Grantor or a Grantor hereunder or (c) by reason of the Administrative Agent’s, at least ten days, or such shorter period as the Collateral Agent’s or any Administrative Agent may agree, prior to the date of the proposed release, a written request for release identifying the relevant Grantor and the terms of the sale or other Secured Party’s actions disposition in effectingreasonable detail, or failure to effectincluding the price thereof and any expenses in connection therewith, any together with a certification by the Borrower stating that such Joinder, or transaction is in releasing any Grantor hereunder, in each case, without compliance with terms and provisions of the necessity of giving notice to or obtaining Credit Agreement and the consent of any other Grantor. This Security Agreement shall be fully effective as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunderLoan Documents.

Additional Grantors. Such Each Grantor acknowledges that, pursuant to Section 6.11 agrees that it shall ensure that each of the Credit Agreement, the Borrower its Subsidiaries that is required to cause each Person which (i) becomes a direct or indirect Subsidiary of Holdings (other than any Excluded Subsidiary) or (ii) ceases to qualify as an Excluded Subsidiary, in each case, after the Closing Date, is to become a party hereto as an additional to any Parity Lien Collateral Document shall either execute this Agreement on the date hereof or shall confirm that it is a Grantor (each such Person, an “Additional Grantor”) by executing and delivering hereunder pursuant to a Joinder Agreement substantially in the form of Exhibit I to the Credit Agreement and by executing and delivering a Joinder Agreement (a “Joinder”) joinder agreement substantially in the form attached hereto as Annex 2Exhibit C that is executed and delivered by such Subsidiary prior to or concurrently with its execution and delivery of such Parity Lien Collateral Document. 12 NTD - The “Initial Parity Lien Representative” and the “Initial Parity Lien Collateral Agent” will be (i) in the event the additional Parity Lien Obligations are Incurred pursuant to a term loan facility with an outstanding principal amount of loans thereunder in excess of $100,000,000, along the Representative for such term loan facility and (ii) in the event the additional Parity Lien Obligations are Incurred pursuant to an indenture or similar issuance of notes or are Incurred pursuant to a term loan facility with supplements an outstanding principal amount of loans thereunder less than or equal to $100,000,000, the Representative for such Parity Lien Obligations party hereto that represents the largest principal amount of Parity Lien Obligations; provided that, if such additional Parity Lien Obligations (other than contingent indemnities and costs and reimbursement obligations to the Exhibits extent no claim has been made) Incurred pursuant to this Security Agreement necessary a term loan facility pursuant to reflect additional Collateral provided by the Additional Grantor. Upon delivery of any such Joinder to the Administrative Agent clause (i) above are paid in full in cash and the Collateral Agent, notice of which is hereby waived by the Grantors, each such Additional Grantor shall be deemed a Grantor hereunder and shall be as fully a party hereto as if such Additional Grantor were an original signatory hereto. Each Grantor expressly agrees that its obligations arising hereunder shall not be discharged, diminished or otherwise affected (a) by the addition or release of any other Grantor hereunder, (b) by any failure by applicable secured creditors are under no further obligation to provide financial accommodations to the Company or any other Grantor to cause any Subsidiary of the Company to become (other than in connection with an Additional Grantor exchange or replacement for or a Grantor hereunder or (c) by reason refinancing of the Administrative Agent’ssuch Parity Lien Obligations), the Collateral Agent’s or any of the other Secured Party’s actions in effecting, or failure to effect, any such Joinder, or in releasing any Grantor hereunder, in each case, without the necessity of giving notice to or obtaining the consent of any other Grantor. This Security Agreement Applicable Representative shall be fully effective as the Representative for such Parity Lien Obligations party to any Grantor this Agreement that is or becomes a party hereto regardless represents the largest principal amount of whether any other Person becomes or fails to become or ceases to be a Grantor hereunderParity Lien Obligations.

Additional Grantors. Such Grantor acknowledges that, Each Subsidiary of the Borrower that is required to become a party to this Agreement pursuant to Section 6.11 6.10 of the Credit Agreement shall become a Grantor for all purposes of this Agreement upon execution and delivery by such Subsidiary of an Assumption Agreement in the form of Annex 1 hereto. Releases. ■ At such time as the Loans, the Reimbursement Obligations and the other Obligations (other than Obligations in respect of Specified Swap Agreements or Specified Cash Management Agreements) shall have been paid in full, the Commitments have been terminated and no Letters of Credit shall be outstanding, the Collateral shall be released from the Liens created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent and each Grantor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Grantors. At the request and sole expense of any Grantor following any such termination, the Administrative Agent shall deliver to such Grantor any Collateral held by the Administrative Agent hereunder, and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination. If any of the Collateral shall be sold, transferred or otherwise disposed of by any Grantor in a transaction not prohibited by the Credit Agreement, then the Administrative Agent, at the request and sole expense of such Grantor, shall execute and deliver to such Grantor all releases or other documents reasonably necessary or desirable for the release of the Liens created hereby on such Collateral. At the request and sole expense of the Borrower, a Subsidiary Guarantor shall be released from its obligations hereunder in the event that all the Capital Stock of such Subsidiary Guarantor shall be sold, transferred or otherwise disposed of in a transaction not prohibited by the Credit Agreement; provided that the Borrower shall have delivered to the Administrative Agent, at least ten Business Days or such shorter period as the Administrative Agent may agree prior to the date of the proposed release, a written request for release identifying the relevant Subsidiary Guarantor and the terms of the sale or other disposition in reasonable detail, including the price thereof and any expenses in connection therewith, together with a certification by the Borrower stating that such transaction is required to cause each Person which (i) becomes a direct or indirect Subsidiary of Holdings (other than any Excluded Subsidiary) or (ii) ceases to qualify as an Excluded Subsidiary, in each case, after the Closing Date, to become a party hereto as an additional Grantor (each such Person, an “Additional Grantor”) by executing and delivering a Joinder Agreement substantially in the form of Exhibit I to compliance with the Credit Agreement and by executing and delivering a Joinder Agreement (a “Joinder”) substantially in the form attached hereto as Annex 2, along with supplements to the Exhibits to this Security Agreement necessary to reflect additional Collateral provided by the Additional Grantor. Upon delivery of any such Joinder to the Administrative Agent and the Collateral Agent, notice of which is hereby waived by the Grantors, each such Additional Grantor shall be deemed a Grantor hereunder and shall be as fully a party hereto as if such Additional Grantor were an original signatory hereto. Each Grantor expressly agrees that its obligations arising hereunder shall not be discharged, diminished or otherwise affected (a) by the addition or release of any other Grantor hereunder, (b) by any failure by the Company or any Grantor to cause any Subsidiary of the Company to become an Additional Grantor or a Grantor hereunder or (c) by reason of the Administrative Agent’s, the Collateral Agent’s or any of the other Secured Party’s actions in effecting, or failure to effect, any such Joinder, or in releasing any Grantor hereunder, in each case, without the necessity of giving notice to or obtaining the consent of any other Grantor. This Security Agreement shall be fully effective as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunderLoan Documents.

Additional Grantors. Such Grantor acknowledges that, pursuant to Section 6.11 of If the Credit AgreementDebtor forms or otherwise acquires or has any Subsidiary, the Borrower is required to Debtor immediately will cause each Person which (i) becomes a direct or indirect such Subsidiary of Holdings (other than any Excluded Subsidiary) or (ii) ceases to qualify as an Excluded Subsidiary, in each case, after the Closing Date, to become a party hereto as an additional Subsidiary Grantor pursuant to this Agreement. The Debtor will cause such Subsidiary immediately to (each such Person, an “Additional Grantor”a) by executing execute‌ and delivering deliver to the PMN Agent a Joinder Agreement substantially in the form of Exhibit I A, attached to the Credit this Agreement and incorporated into this Agreement by executing and delivering a reference, which Joinder Agreement will be enforceable against such Subsidiary whether or not formally acknowledged or accepted by the PMN Agent or the Initial Member, and such Subsidiary thereafter, for all purposes (including for purposes of Section 3.1 of this Agreement), will be a “Joinder”) substantially in the form attached hereto as Annex 2, along with supplements to the Exhibits party to this Security Agreement necessary and will have the same rights, benefits and obligations as a Subsidiary Grantor party to reflect additional Collateral provided by this Agreement on the Additional Grantor. Upon delivery Closing Date, and (b) without limiting the generality of any clause (a), execute and deliver such Joinder instruments (including UCC financing statements), and take such other actions, as are required to the Administrative Agent comply with Section 8.10 of this Agreement with respect to such Subsidiary Grantor and the Collateral Agent, notice of which is hereby waived by the Grantors, each such Additional Grantor shall be deemed a Grantor hereunder and shall be as fully a party hereto as if such Additional Grantor were an original signatory heretoits assets. Each Grantor expressly agrees that its obligations arising hereunder shall pursuant to this Agreement will not be discharged, affected or diminished or otherwise affected (a) by the addition or release of any other Grantor hereunderpursuant to this Agreement, (b) nor by any failure by election of the Company or any Grantor PMN Agent not to cause any Subsidiary of the Company Debtor to become an Additional Grantor or a Grantor hereunder or (c) by reason of the Administrative Agent’s, the Collateral Agent’s or any of the other Secured Party’s actions in effecting, or failure pursuant to effect, any such Joinder, or in releasing any Grantor hereunder, in each case, without the necessity of giving notice to or obtaining the consent of any other Grantorthis Agreement. This Security Agreement shall will be fully effective as to any Grantor that is or becomes a party hereto to this Agreement regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunderpursuant to this Agreement.

Additional Grantors. Such Grantor acknowledges that, pursuant to Section 6.11 In accordance at all times with subsections 6.8A and 6.8D of the Credit Agreement, the Borrower is required to cause each Person which (i) becomes a direct or indirect any Subsidiary of Holdings (other than any Excluded Subsidiary) or (ii) ceases to qualify as an Excluded Subsidiary, in each case, after the Closing Date, to Company which is not a party hereto may become a party hereto as an additional Grantor (each such Persona Subsidiary Guarantor or as a Borrower, an “Additional Grantor”) respectively, by executing and delivering a Joinder Agreement Counterpart substantially in the form of Exhibit I to VI annexed hereto, whereupon such Subsidiary shall become (i) in the case of a Subsidiary which is not a party hereto and is the subject of subsection 6.8A of the Credit Agreement, a Grantor with the obligations and liabilities of a Subsidiary Guarantor hereunder, and (ii) in the case of a Subsidiary which becomes a Borrower under the Credit Agreement pursuant to subsection 6.8D thereof or otherwise, a Grantor with the obligations and by executing and delivering liabilities of a Joinder Agreement (a “Joinder”) substantially in the form attached hereto as Annex 2, along with supplements to the Exhibits to this Security Agreement necessary to reflect additional Collateral provided by the Additional GrantorBorrower hereunder. Upon delivery of any such Joinder Counterpart to the Administrative Agent and the Collateral AgentSecured Party, notice of which is hereby waived by the Grantors, each such Additional Grantor shall be deemed a Grantor hereunder and shall be as fully a party hereto as if such Additional Grantor were an original signatory hereto. Each Grantor expressly agrees that its obligations arising hereunder shall not be discharged, affected or diminished or otherwise affected (a) by the addition or release of any other Grantor hereunder, (b) nor by any failure by the Company or any Grantor election of Collateral Agent not to cause any Subsidiary of the Company to become an Additional Grantor or a Grantor hereunder or (c) by reason of the Administrative Agent’s, the Collateral Agent’s or any of the other Secured Party’s actions in effecting, or failure to effect, any such Joinder, or in releasing any Grantor hereunder, in each case, without the necessity of giving notice to or obtaining the consent of any other Grantor. This Security Agreement shall be fully effective as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder.

Additional Grantors. Such Each Grantor acknowledges that, pursuant to each subsequently acquired or organized Domestic Subsidiary required by Section 6.11 5.11 of the Credit Agreement, the Borrower is required to cause each Person which (i) becomes a direct or indirect Subsidiary of Holdings (other than any Excluded Subsidiary) or (ii) ceases to qualify as an Excluded Subsidiary, in each case, after the Closing Date, Loan Agreement to become a party hereto as an additional Grantor (each such PersonDomestic Subsidiary, an “Additional Grantor”) by executing shall execute an Instrument of Assumption and delivering a Joinder Agreement substantially in the form of Exhibit I to the Credit Agreement and by executing and delivering a Joinder Agreement (a “Joinder”) substantially in the form attached hereto as Annex 2, along with supplements to the Exhibits to this Security Agreement necessary to reflect additional Collateral provided by the Additional Grantor. Exhibit A. Upon delivery of any such Joinder to the Administrative Agent and the Collateral Agent, notice of which is hereby waived by the Grantors, each such Additional Grantor shall be deemed a Grantor hereunder and shall be as fully a party hereto as if such Additional Grantor were an original signatory hereto. Each Grantor expressly agrees that its obligations arising hereunder shall not be discharged, diminished or otherwise affected (a) by the addition or release of any other Grantor hereunder, (b) by any failure by the Company Grantors or any Grantor to cause any subsequently acquired or organized Domestic Subsidiary required by Section 5.11 of the Company Loan Agreement to become an Additional Grantor or a Grantor hereunder or (c) by reason of the Administrative Agent’s, the Collateral Agent’s Agent or any of the other Secured Party’s Parties’ actions in effecting, or failure to effect, any such Joinder, or in releasing any Grantor hereunder, in each case, case without the necessity of giving notice to or obtaining the consent of any other Grantor. This Security Agreement shall be fully effective as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder.

Additional Grantors. Such From time to time subsequent to the date hereof, if any Grantor acknowledges thatacquires a Subsidiary, pursuant to Section 6.11 of the Credit Agreement, the Borrower is required to cause each Person which such Grantor shall (i) becomes a direct or indirect have provided at least five (5) Business Days’ prior to such Grantor’s acquisition of such Subsidiary notice of Holdings (other than any Excluded Subsidiary) or such acquisition to the Secured Party, and (ii) ceases to qualify as an Excluded within thirty (30) days following the date any Grantor acquires such Subsidiary, in (a) cause each case, after the Closing Date, such person so acquired to become a party hereto as an additional Grantor (each such Personeach, an “Additional Grantor”) ), by executing and delivering a Joinder Agreement Agreement, together with a Pledge Supplement executed by the applicable Grantor and any other attachments, all in form and substance reasonably satisfactory to Secured Party, (b) cause each Additional Grantor to execute a joinder to the Subsidiary Guaranty, (c) deliver each of the following documents: (x) a secretary’s certificate, (y) a Lien and judgment search and (z) any financing statements or amendments to financing statements reasonably requested by the Secured Party, in the case of the items described in clauses (x) and (y), substantially in the form of Exhibit I such document or other item delivered under the Securities Purchase Agreement in respect of the Grantors at Closing (with any such changes reasonably satisfactory to the Credit Secured Party), (d) if such Additional Grantor maintains any Deposit Account, securities account, brokerage account or other similar account (other than any Excluded Accounts), such Additional Grantor shall execute and deliver a Control Agreement and with the applicable financial institution which purports to cover such account, (e) if reasonably requested by executing and delivering a Joinder Agreement (a “Joinder”) substantially in the form attached hereto as Annex 2Secured Party, along with supplements such Grantor shall deliver an opinion of legal counsel to the Exhibits to this Security Agreement necessary to reflect additional Collateral provided by the Additional Grantor, in form and substance reasonably satisfactory to the Secured Party, covering the documents executed and the security interests granted by the Secured Party, (iii) if an Additional Grantor owns an interest in any real property, such Grantor and such Additional Grantor shall comply with the terms of Section 2(j) as if such real property was acquired on the date Grantor acquired such Pledged Interest, (iv) take all other such actions and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, and certificates reasonably requested by Secured Party, and (v) promptly following demand thereof, pay all fees and expenses of the Secured Party, including reasonable and documented attorney’s fees, incurred in connection with actions taken under this Section. Upon delivery of any such Joinder Agreement to the Administrative Agent and the Collateral AgentSecured Party, notice of which is hereby waived by the Grantorseach other Grantor, each such Additional Grantor shall be deemed a Grantor “Grantor” hereunder with the same force and shall be effect as fully if it were originally a party hereto to this Agreement and named as if such Additional Grantor were an original signatory heretoa “Grantor” hereunder. Each Grantor expressly agrees that its their obligations arising hereunder shall not be discharged, affected or diminished or otherwise affected (a) by the addition or release of any other Grantor hereunder, (b) nor by any failure by election of the Company or any Grantor Secured Party not to cause any Subsidiary of the Company other Person to become an Additional Grantor or a Grantor hereunder or (c) by reason of the Administrative Agent’s, the Collateral Agent’s or any of the other Secured Party’s actions in effecting, or failure to effect, any such Joinder, or in releasing any Grantor hereunder, in each case, without the necessity of giving notice to or obtaining the consent of any other Grantor. This Security Agreement shall be fully effective as to any each Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder.

Additional Grantors. Such Grantor acknowledges that, pursuant to Section 6.11 (a) The initial Grantors hereunder shall be ReShape and such of the Credit AgreementSubsidiaries of ReShape as are signatories hereto on the date hereof. From time to time subsequent to the date hereof, the Borrower is required to cause each Person which (i) becomes a direct or indirect Subsidiary additional Subsidiaries of Holdings (other than any Excluded Subsidiary) or (ii) ceases to qualify as an Excluded SubsidiaryReShape may become Additional Grantors, in each case, after the Closing Date, to become a party hereto as an additional Grantor (each such Person, an “Additional Grantor”) by executing and delivering a Joinder Agreement substantially in the form of Exhibit I to the Credit Agreement and by executing and delivering a Joinder Agreement (a “Joinder”) substantially in the form attached hereto as Annex 2, along with supplements to the Exhibits to this Security Agreement necessary to reflect additional Collateral provided by the Additional GrantorCounterpart. Upon delivery of any such Joinder Counterpart to the Administrative Agent and the Collateral AgentSecured Party, notice of which is hereby waived by the Grantors, each such Additional Grantor shall be deemed a Grantor hereunder and shall be as fully a party hereto as if such Additional Grantor were an original signatory hereto. Each Grantor expressly agrees that its obligations arising hereunder shall not be discharged, affected or diminished or otherwise affected (a) by the addition or release of any other Grantor hereunder, (b) nor by any failure by election of the Company or any Grantor Secured Party not to cause any Subsidiary of the Company ReShape to become an Additional Grantor or a Grantor hereunder or (c) by reason of the Administrative Agent’s, the Collateral Agent’s or any of the other Secured Party’s actions in effecting, or failure to effect, any such Joinder, or in releasing any Grantor hereunder, in each case, without the necessity of giving notice to or obtaining the consent of any other Grantor. This Security Agreement shall be fully effective as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder. (b) Promptly after the creation or acquisition of any Subsidiary (and, in any event, within forty-five (45) days after such creation, acquisition, or cessation, as such time period may be extended by the Secured Party in its sole discretion), cause: (i) such Subsidiary to become a Subsidiary Guarantor (as defined in the Subsidiary Guaranty Agreement) by delivering to the Secured Party a duly executed supplement to the Subsidiary Guaranty Agreement or such other document as the Secured Party shall deem appropriate for such purpose; (ii) such person to grant a security interest in all Collateral (subject to the exceptions specified in this Agreement) owned by such Subsidiary by delivering to the Secured Party a duly executed supplement to each applicable Security Document or such other document as the Secured Party shall deem appropriate for such purpose and comply with the terms of each applicable Security Document; (iii) to be delivered to the Secured Party such opinions, documents, and certificates consistent with those delivered in connection with the original execution and delivery of this Agreement, as may be reasonably requested by the Secured Party; (iv) to be delivered to the Secured Party original certificated Equity Interests constituting Collateral or other certificates and stock or other transfer powers evidencing the Equity Interests constituting Collateral of such Person (to the extent such Equity Interests are certificated); (v) to be delivered to the Secured Party such updated Schedules to the Transactional Agreements as requested by the Secured Party with respect to such Person; and (vi) to be delivered to the Secured Party such other documents as may be reasonably requested by the Secured Party in furtherance of the purposes of this Agreement, all in form, content and scope reasonably satisfactory to the Secured Party.

Additional Grantors. Such Each Grantor acknowledges that, pursuant to Section 6.11 5.13 of the Credit Agreement, the Borrower Company and each other Loan Party is required to cause each Person which (i) Material Subsidiary created or acquired after the Effective Date and any Subsidiary that otherwise becomes a direct or indirect Material Subsidiary of Holdings (other than any Excluded Subsidiary) or (ii) ceases to qualify as an Excluded Subsidiary, in each case, after the Closing Date, Effective Date to become a party hereto as an additional Grantor (each such Person, an “"Additional Grantor”") by executing and delivering a Joinder Agreement substantially in the form of Exhibit I to the Credit Agreement and by executing and delivering a Joinder Agreement (a “"Joinder”") substantially in the form attached hereto as Annex 2, of Exhibit D to the Credit Agreement along with supplements to the Exhibits to this Security Agreement necessary to reflect additional Collateral provided by the Additional Grantor. Upon delivery of any such Joinder to the Administrative Agent and the Collateral Agent, notice of which is hereby waived by the Grantors, each such Additional Grantor shall be deemed a Grantor hereunder and shall be as fully a party hereto as if such Additional Grantor were an original signatory hereto. Each Grantor expressly agrees that its obligations arising hereunder shall not be discharged, diminished or otherwise affected (a) by the addition or release of any other Grantor hereunder, (b) by any failure by the Company or any Grantor to cause any Subsidiary of the Company to become an Additional Grantor or a Grantor hereunder or (c) by reason of the Administrative Agent’s, the Collateral Agent’s 's or any of the other Secured Party’s 's actions in effecting, or failure to effect, any such Joinder, or in releasing any Grantor hereunder, in each case, without the necessity of giving notice to or obtaining the consent of any other Grantor. This Security Agreement shall be fully effective as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder.

Additional Grantors. Such Grantor acknowledges The Borrowers agree that, pursuant if any Subsidiary shall become a Grantor after the date hereof, they will promptly cause such Subsidiary to Section 6.11 become party hereto by executing and delivering an instrument in the form of A▇▇▇▇ ▇. Upon such execution and delivery, such Subsidiary will become a Grantor hereunder with the same force and effect as if originally named as a Grantor herein. The execution and delivery of such instrument shall not require the consent of any other party hereunder (provided that the Designated Senior Representative and the Designated Second Priority Representative shall each execute and deliver to the Company an acknowledgment of the Credit effectiveness of such joinder, which such acknowledgments shall not, for the avoidance of doubt, constitute a condition to the effectiveness of such joinder). The rights and obligations of each Grantor hereunder shall remain in full force and effect notwithstanding the addition of any new Grantor as a party to this Agreement, . The rights and obligations of each Grantor hereunder shall remain in full force and effect notwithstanding the Borrower addition of any new Grantor as a party to this Agreement. In the event any Person becomes the direct parent company of the Company and is required to become a “Guarantor” or “Grantor” under the applicable Senior Debt Documents and/or the Second Priority Debt Documents of any Class, the Borrowers shall cause each Person which (i) becomes such Person, if not already a direct or indirect Subsidiary of Holdings (other than any Excluded Subsidiary) or (ii) ceases to qualify as an Excluded Subsidiary, in each case, after the Closing Dateparty hereto, to become a party hereto as an additional Grantor (each such Person, an a “Additional Grantor”) . Upon the execution and delivery by executing and delivering a Joinder Agreement substantially such Person of an instrument in the form of Exhibit I to A▇▇▇▇ ▇, such Person shall become a party hereto and a Grantor hereunder with the Credit Agreement same force and by executing effect as if originally names as such herein. The execution and delivering a Joinder Agreement (a “Joinder”) substantially in the form attached hereto as Annex 2, along with supplements to the Exhibits to this Security Agreement necessary to reflect additional Collateral provided by the Additional Grantor. Upon delivery of any such Joinder to the Administrative Agent and the Collateral Agent, notice of which is hereby waived by the Grantors, each such Additional Grantor shall be deemed a Grantor hereunder and shall be as fully a party hereto as if such Additional Grantor were an original signatory hereto. Each Grantor expressly agrees that its obligations arising hereunder instrument shall not be discharged, diminished or otherwise affected (a) by the addition or release of any other Grantor hereunder, (b) by any failure by the Company or any Grantor to cause any Subsidiary of the Company to become an Additional Grantor or a Grantor hereunder or (c) by reason of the Administrative Agent’s, the Collateral Agent’s or any of the other Secured Party’s actions in effecting, or failure to effect, any such Joinder, or in releasing any Grantor hereunder, in each case, without the necessity of giving notice to or obtaining require the consent of any other Grantorparty hereto. This Security Agreement The rights and obligations of each party hereto shall be fully effective remain in full force and effect notwithstanding the addition of such Person as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunderthis Agreement.

Additional Grantors. Such Grantor acknowledges that, pursuant Pursuant to and in accordance with Section 6.11 of the Credit Agreement, the Borrower is required to each Grantor shall cause each Person which (i) becomes a direct or indirect each wholly owned Material Domestic Subsidiary of Holdings (other than any Excluded Subsidiary) formed or acquired or designated as a Restricted Subsidiary after the date of this Security Agreement in accordance with the terms of the Credit Agreement and (ii) ceases to qualify as any wholly owned Material Domestic Subsidiary that was an Excluded Subsidiary but has ceased to be an Excluded Subsidiary and is continuing as a Restricted Subsidiary, to enter into this Security Agreement as a Subsidiary Party within sixty (60) days after such formation, acquisition or designation (or, in each case, after such longer period as the Closing DateAdministrative Agent may agree in its reasonable discretion); for the avoidance of doubt, subject to the terms of the Credit Agreement, the Borrower may, in its sole discretion, cause any Parent Company or Restricted Subsidiary that is not required to join this Security Agreement to execute an instrument in substantially the form of Exhibit B hereto provided that in the case of any Parent Company or Restricted Subsidiary organized in a foreign jurisdiction, (i) the Administrative Agent shall be reasonably satisfied with the jurisdiction of organization of such Parent Company or Restricted Subsidiary, (ii) the Administrative Agent shall have received at least two (2) Business Days prior to the effectiveness of such joinder all documentation and other information in respect of such Guarantor required under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and (iii) such Subsidiary shall guarantee the Obligations and grant a perfected lien on substantially all of its assets pursuant to arrangements reasonably agreed between the Administrative Agent and the Borrower, subject to customary limitations in such jurisdiction as may be reasonably agreed between the Administrative Agent and the Borrower, nothing in the definition of “Excluded Assets” or other limitations in this Security Agreement shall in any way limit or restrict the pledge of assets and property by any such Parent Company organized in a foreign jurisdiction or Foreign Subsidiary that is a Grantor or the pledge of the Equity Interests of such Foreign Subsidiary by any other Loan Party that holds such Equity Interests. Upon execution and delivery by the Collateral Agent and such Subsidiary of an instrument in substantially the form of Exhibit B hereto, such Subsidiary shall become a party hereto Subsidiary Party and Grantor hereunder with the same force and effect as if originally named as a Subsidiary Party and Grantor herein. Upon execution and delivery by the Collateral Agent and a Parent Company of an additional instrument in substantially the form of Exhibit B hereto, such Parent Company shall be a Grantor (each such Personhereunder with the same force and effect as if originally named as a Grantor hereunder. In the event a Successor Borrower or Successor Holdings is required pursuant to Section 7.03 of the Credit Agreement to enter into this Security Agreement, upon execution of an “Additional Grantor”) by executing and delivering a Joinder Agreement instrument substantially in the form of Exhibit I B or such other form reasonably satisfactory to the Credit Agreement Collateral Agent, such Successor Borrower or Successor Holdings shall be a Grantor and by executing shall succeed to, be substituted for, and delivering a Joinder Agreement (a “Joinder”) substantially in assume all of the form attached hereto as Annex 2obligations of the Borrower or Holdings, along with supplements to the Exhibits to this Security Agreement necessary to reflect additional Collateral provided by the Additional Grantorrespectively. Upon The execution and delivery of any such Joinder to the Administrative Agent and the Collateral Agent, notice of which is hereby waived by the Grantors, each such Additional Grantor shall be deemed a Grantor hereunder and shall be as fully a party hereto as if such Additional Grantor were an original signatory hereto. Each Grantor expressly agrees that its obligations arising hereunder instrument shall not be discharged, diminished or otherwise affected (a) by the addition or release of any other Grantor hereunder, (b) by any failure by the Company or any Grantor to cause any Subsidiary of the Company to become an Additional Grantor or a Grantor hereunder or (c) by reason of the Administrative Agent’s, the Collateral Agent’s or any of the other Secured Party’s actions in effecting, or failure to effect, any such Joinder, or in releasing any Grantor hereunder, in each case, without the necessity of giving notice to or obtaining require the consent of any other GrantorLoan Party hereunder. This Security Agreement The rights and obligations of each Loan Party hereunder shall be fully effective remain in full force and effect notwithstanding the addition of any new Loan Party as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunderthis Security Agreement.

Additional Grantors. Such Each Grantor acknowledges that, pursuant to Section 6.11 5.14 of the Credit Agreement, the Borrower is required may elect to cause each Person which (i) becomes a direct or indirect Subsidiary of Holdings (other than any Excluded Subsidiary) or (ii) ceases to qualify as an Excluded Subsidiary, in each case, after the Closing Date, additional Subsidiaries to become a party hereto as an additional Grantor (each such Person, an “Additional Grantor”) by executing an Instrument of Assumption and delivering a Joinder Agreement substantially in the form of Exhibit I to the Credit Agreement and by executing and delivering a Joinder Agreement (a “Joinder”) substantially in the form attached hereto as Annex 2, along with supplements of Exhibit E to the Exhibits to this Security Agreement necessary to reflect additional Collateral provided by the Additional GrantorCredit Agreement. Upon delivery of any such Joinder to the Administrative Agent and the Collateral Agent, notice of which is hereby waived by the Grantors, each such Additional Grantor shall be deemed a Grantor hereunder and shall be as fully a party hereto as if such Additional Grantor were an original signatory hereto. Each Grantor expressly agrees that its obligations arising hereunder shall not be discharged, diminished or otherwise affected (a) by the addition or release of any other Grantor hereunder, (b) by any failure by the Company Borrower or any other Grantor to cause any Subsidiary of the Company Borrower to become an Additional Grantor or a Grantor hereunder or (c) by reason of the Administrative Agent’s, the Collateral Agent’s 's or any of the other Secured Party’s Parties' actions in effecting, or failure to effect, any such Joinder, or in releasing any Grantor hereunder, in each case, case without the necessity of giving notice to or obtaining the consent of any other Grantor. This Security Agreement shall be fully effective as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder.

Additional Grantors. Such Each Grantor acknowledges that, pursuant to Section 6.11 of the Credit Agreement, the Borrower is required to shall cause each Person which (i) becomes a direct or indirect Domestic Subsidiary of Holdings such Grantor including any Person that shall any time become a Domestic Subsidiary of such Grantor, within fifteen (other than any Excluded Subsidiary15) days (or (iisuch longer period as the Lender may agree) ceases to qualify as an Excluded Subsidiary, in each case, after the Closing Dateof such Domestic Subsidiary becoming a Subsidiary of such Grantor, to become a party hereto as an additional Grantor (each such Person, an “Additional Grantor”) or to a similar security agreement, as appropriate, by executing and delivering a an Additional Grantor Joinder Agreement in substantially in the form of Exhibit I Annex A attached hereto and comply with the provisions hereof applicable to the Credit Agreement and Grantors or by executing and delivering signing a Joinder Agreement (similar security agreement. If the Additional Grantor becomes a “Joinder”) substantially in party hereto, concurrent therewith, the form attached hereto as Annex 2, along with Additional Grantor shall deliver supplements to all Schedules to (or referred to in) this Agreement, as applicable, which supplements shall modify, the Exhibits to this Security Agreement necessary to reflect additional Collateral provided by Schedules then in effect. The Additional Grantor shall also deliver such customary opinions of counsel, authorizing resolutions, good standing certificates incumbency certificates, organizational documents, financing statements and other information and documentation as the Additional GrantorLender may reasonably request. Upon delivery of any such Joinder the foregoing to the Administrative Agent and Lender, the Collateral Agent, notice of which is hereby waived by the Grantors, each such Additional Grantor shall be deemed and become a Grantor hereunder party to this Agreement with the same rights and shall be obligations as the Grantors, for all purposes hereof as fully a party hereto and to the same extent as if such Additional Grantor it were an original signatory hereto. Each Grantor expressly agrees that its obligations arising hereunder hereto and shall not be dischargeddeemed to have made the representations, diminished or otherwise affected (a) by the addition or release of any other Grantor hereunder, (b) by any failure by the Company or any Grantor to cause any Subsidiary warranties and covenants set forth herein as of the Company to become an date of execution and delivery of such Additional Grantor or a Grantor hereunder or (c) by reason Joinder and thereafter at any time that such representations and covenants must be restated pursuant to the terms of the Administrative Agent’sLoan Documents, and all references herein to the Collateral Agent’s or any of the other Secured Party’s actions in effecting, or failure to effect, any such Joinder, or in releasing any Grantor hereunder, in each case, without the necessity of giving notice to or obtaining the consent of any other Grantor. This Security Agreement “Grantors” shall be fully effective as deemed to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunderinclude each Additional Grantor.

Additional Grantors. Such Grantor acknowledges that, pursuant to Section 6.11 of the Credit Agreement, the Borrower is required to Grantors shall cause each Person which of their respective Subsidiaries (iother than Tokenization SPVs) becomes that is acquired or formed, organized, or incorporated, as applicable, or similar, after the date of this Agreement to, immediately upon acquisition or formation, organization, or incorporation, as applicable, or similar, to execute and deliver to Collateral Agent a direct or indirect Joinder to Canadian Guarantee and Security Agreement in substantially the form of Annex I hereto (each, a “Joinder Agreement”), duly completed and executed in each case in a manner acceptable to Collateral Agent, and such Subsidiary shall thereby become a Grantor for all purposes of this Agreement. Grantors shall cause each Subsidiary of Holdings (other than any Excluded Subsidiary) or (ii) ceases SPV to qualify as an Excluded Subsidiary, in each case, after the Closing Date, to become a party hereto as an additional Grantor (each such Person, an “Additional Grantor”) by executing so execute and delivering deliver a Joinder Agreement substantially in and thereby become a Grantor for all purposes of this Agreement immediately at such time (if any) that such Subsidiary does not meet or completely fulfill any of the form criteria for being a Tokenization SPV or, due to action, inaction, or otherwise, breeches or violates, or causes any Grantor to breech or violate, any term or provision of Exhibit I to the Credit this Agreement and by executing and delivering a Joinder Agreement (a “Joinder”) substantially in the form attached hereto as Annex 2, along with supplements to the Exhibits to this Security Agreement necessary to reflect additional Collateral provided by the Additional Grantor. Upon delivery or of any such Joinder other Debenture Document, or causes any representation or warranty of any Grantor or any Subsidiary of any Grantor to the Administrative Agent be untrue or misleading. Each Grantor (on behalf of itself and the its Subsidiaries) waives notice of, as well as notice of Collateral Agent’s acceptance of, notice of which is hereby waived by the Grantors, each such Additional Grantor shall be deemed a Grantor hereunder any and shall be as fully a party hereto as if such Additional Grantor were an original signatory heretoall Joinder Agreements. Each Grantor expressly agrees that its obligations arising hereunder shall not be discharged, diminished or otherwise affected by (a) by the addition or release of any other Grantor hereunder, (b) by any failure by the Company or any Grantor to cause any Subsidiary of the Company Person to become an Additional Grantor or a Grantor hereunder or (c) by reason of the Administrative Agent’s, the Collateral Agent’s or any of the other Secured Party’s actions in effecting, or failure to effect, any such Joinderjoinder, or in releasing any Grantor hereunder, in each case, without the necessity of giving whether or not notice to is given or obtaining the consent is obtained from any Grantor or any Subsidiary of any other Grantor. This Security Agreement shall be fully effective as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder.

Additional Grantors. Such Grantor acknowledges that, pursuant to Section 6.11 (a) The initial Grantors hereunder shall be Aevi and such of the Credit AgreementSubsidiaries of Aevi as are signatories hereto on the date hereof. From time to time subsequent to the date hereof, the Borrower is required to cause each Person which (i) becomes a direct or indirect Subsidiary additional Subsidiaries of Holdings (other than any Excluded Subsidiary) or (ii) ceases to qualify as an Excluded SubsidiaryAevi may become Additional Grantors, in each case, after the Closing Date, to become a party hereto as an additional Grantor (each such Person, an “Additional Grantor”) by executing and delivering a Joinder Agreement substantially in the form of Exhibit I to the Credit Agreement and by executing and delivering a Joinder Agreement (a “Joinder”) substantially in the form attached hereto as Annex 2, along with supplements to the Exhibits to this Security Agreement necessary to reflect additional Collateral provided by the Additional GrantorCounterpart. Upon delivery of any such Joinder Counterpart to the Administrative Agent and the Collateral AgentSecured Party, notice of which is hereby waived by the Grantors, each such Additional Grantor shall be deemed a Grantor hereunder and shall be as fully a party hereto as if such Additional Grantor were an original signatory hereto. Each Grantor expressly agrees that its obligations arising hereunder shall not be discharged, affected or diminished or otherwise affected (a) by the addition or release of any other Grantor hereunder, (b) nor by any failure by election of the Company or any Grantor Secured Party not to cause any Subsidiary of the Company Aevi to become an Additional Grantor or a Grantor hereunder or (c) by reason of the Administrative Agent’s, the Collateral Agent’s or any of the other Secured Party’s actions in effecting, or failure to effect, any such Joinder, or in releasing any Grantor hereunder, in each case, without the necessity of giving notice to or obtaining the consent of any other Grantor. This Security Agreement shall be fully effective as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder. (b) Promptly after the creation or acquisition of any Subsidiary (and, in any event, within thirty (30) days after such creation, acquisition, or cessation, as such time period may be extended by the Secured Party in its sole discretion), cause: (i) such Subsidiary to become a Subsidiary Guarantor (as defined in the Subsidiary Guaranty Agreement) by delivering to the Secured Party a duly executed supplement to the Subsidiary Guaranty Agreement or such other document as the Secured Party shall deem appropriate for such purpose; (ii) such Subsidiary to grant a security interest in all Collateral (subject to the exceptions specified in this Agreement) owned by such Subsidiary by delivering to the Secured Party a duly executed supplement to each applicable Security Document or such other document as the Secured Party shall deem appropriate for such purpose and comply with the terms of each applicable Security Document; (iii) to be delivered to the Secured Party such opinions, documents, and certificates consistent with those delivered in connection with the original execution and delivery of this Agreement, as may be reasonably requested by the Secured Party; (iv) to be delivered to the Secured Party original certificated Equity Interests constituting Collateral or other certificates and stock or other transfer powers evidencing the Equity Interests constituting Collateral of such Person (to the extent such Equity Interests are certificated); (v) to be delivered to the Secured Party such updated Schedules to the Transactional Documents as requested by the Secured Party with respect to such Person; and (vi) to be delivered to the Secured Party such other documents as may be reasonably requested by the Secured Party in furtherance of the purposes of this Agreement, all in form, content and scope reasonably satisfactory to the Secured Party.

Additional Grantors. Such It is understood and agreed that any Person that desires to become a Grantor acknowledges thathereunder, or is required to execute a counterpart of this Agreement after the date hereof pursuant to the requirements of the Credit Agreement or any other Credit Document, shall become a Grantor hereunder by (x) executing a counterpart hereof and delivering same to the Collateral Agent, or by executing an assumption agreement in form and substance reasonably satisfactory to the Collateral Agent, (y) delivering supplements to Annex A as are necessary to cause such Annex to be complete and accurate with respect to such additional Grantor on such date and (z) taking all actions as specified in (i) this Agreement (including, without limitation, the establishment of the appropriate Collateral Accounts with the Custodian in accordance with Section 6.11 4.02) and (ii) Section 1.13 of the Credit Agreement, the Borrower is required to cause each Person which (i) becomes a direct or indirect Subsidiary of Holdings (other than any Excluded Subsidiary) or (ii) ceases to qualify as would have been taken by such Grantor had it been an Excluded Subsidiary, in each case, after the Closing Date, to become a original party hereto as an additional Grantor (each such Person, an “Additional Grantor”) by executing and delivering a Joinder Agreement substantially in the form of Exhibit I to the Credit Agreement and by executing and delivering a Joinder Agreement (a “Joinder”) substantially this Agreement, in the form attached hereto as Annex 2, along each case with supplements all documents required above to be delivered to the Exhibits Collateral Agent and with all documents and actions required above to this Security Agreement necessary to reflect additional Collateral provided by the Additional Grantor. Upon delivery of any such Joinder be taken to the Administrative Agent reasonable satisfaction of the Collateral Agent. Following the termination of a Grantor’s status as a Designated Subsidiary Borrower pursuant to a Termination Letter in accordance with Section 1.13 of the Credit Agreement and so long as no Letters of Credit issued on behalf of such Designated Subsidiary Borrower (or any Unpaid Drawings in respect thereof) are outstanding and all interest, fees and other Obligations payable by such Designated Subsidiary Borrower have been paid in full, the Collateral Agent, notice at the request and expense of which is hereby waived the Parent Borrower, will promptly execute and deliver to the Parent Borrower any documents of release and/or authorize the filing of a proper instrument or instruments (including a release of all Liens granted by such Designated Subsidiary Borrower hereunder and Uniform Commercial Code terminations statements on form UCC-3 reflecting the same) reasonably requested by the GrantorsParent Borrower acknowledging the release of such Grantor, each and will duly assign, transfer and deliver to such Additional Grantor shall (without recourse and without any representation or warranty) such of the Collateral of such Grantor as may be deemed a Grantor hereunder in the possession of the Collateral Agent or Custodian and shall be as fully a party hereto as if such Additional Grantor were an original signatory hereto. Each Grantor expressly agrees that its obligations arising hereunder shall has not be discharged, diminished theretofore been sold or otherwise affected (a) by the addition applied or release of any other Grantor hereunder, (b) by any failure by the Company or any Grantor released pursuant to cause any Subsidiary of the Company to become an Additional Grantor or a Grantor hereunder or (c) by reason of the Administrative Agent’s, the Collateral Agent’s or any of the other Secured Party’s actions in effecting, or failure to effect, any such Joinder, or in releasing any Grantor hereunder, in each case, without the necessity of giving notice to or obtaining the consent of any other Grantor. This Security Agreement shall be fully effective as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunderthis Agreement.

Additional Grantors. Such Each Grantor acknowledges that, pursuant to Section 6.11 5.14 of the Credit Agreement, the Borrower is required to cause each Person which (i) becomes a direct or indirect Subsidiary domestic subsidiary of Holdings the Borrower (other than any Immaterial Subsidiaries, Excluded SubsidiarySubsidiaries and Restricted Captive Insurance Company Subsidiaries) or (ii) ceases to qualify as an Excluded Subsidiary, in each case, after the Closing Date, to become a party hereto as an additional Grantor (each such Person, an “Additional Grantor”) by executing an Instrument of Assumption and delivering a Joinder Agreement substantially in the form of Exhibit I to the Credit Agreement and by executing and delivering a Joinder Agreement (a “Joinder”) substantially in the form attached hereto as Annex 2, along with supplements of Exhibit H to the Exhibits to this Security Agreement necessary to reflect additional Collateral provided by the Additional GrantorCredit Agreement. Upon delivery of any such Joinder to the Administrative Agent and the Collateral Agent, notice of which is hereby waived by the Grantors, each such Additional Grantor shall be deemed a Grantor hereunder and shall be as fully a party hereto as if such Additional Grantor were an original signatory hereto. Each Grantor expressly agrees that its obligations arising hereunder shall not be discharged, diminished or otherwise affected (a) by the addition or release of any other Grantor hereunder, (b) by any failure by the Company Borrower or any Grantor to cause any Subsidiary of the Company Borrower to become an Additional Grantor or a Grantor hereunder or (c) by reason of the Administrative Agent’s, the Collateral Agent’s or any of the other First Priority Secured Party’s Parties’ actions in effecting, or failure to effect, any such Joinder, or in releasing any Grantor hereunder, in each case, case without the necessity of giving notice to or obtaining the consent of any other Grantor. This Security Agreement shall be fully effective as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder.

Additional Grantors. Such Grantor acknowledges thatFrom time to time subsequent to the date hereof, pursuant to Section 6.11 of the Credit Agreement, the Borrower is required to cause each Person which (i) becomes a direct or indirect Subsidiary of Holdings (other than any Excluded Subsidiary) or (ii) ceases to qualify as an Excluded Subsidiary, in each case, after the Closing Date, to additional Persons may become a party parties hereto as an additional Grantor Grantors (each such Personeach, an “Additional Grantor”) ), by executing and delivering a Joinder Agreement substantially in the form of Exhibit I Supplement to the Credit Agreement Pledge and by executing and delivering a Joinder Agreement (a “Joinder”) substantially in the form attached hereto as Annex 2, along with supplements to the Exhibits to this Security Agreement necessary to reflect additional Collateral provided by the Additional GrantorAgreement. Upon delivery of any such Joinder Supplement to the Administrative Agent Pledge and Security Agreement in substantially the form of Exhibit G hereto to the Revolving Collateral Agent, notice of which is hereby waived by the Grantors, each such Additional Grantor shall be deemed a Grantor hereunder and shall be as fully a party hereto as if such Additional Grantor were an original signatory hereto. Each Grantor expressly agrees that its obligations arising hereunder shall not be discharged, affected or diminished or otherwise affected (a) by the addition or release of any other Grantor hereunder, (b) nor by any failure by the Company or any Grantor election of Revolving Collateral Agent not to cause any Restricted Subsidiary of the Company Borrower to become an Additional Grantor or a Grantor hereunder or (c) by reason of the Administrative Agent’s, the Collateral Agent’s or any of the other Secured Party’s actions in effecting, or failure to effect, any such Joinder, or in releasing any Grantor hereunder, in each case, without the necessity of giving notice to or obtaining the consent of any other Grantor. This Security Agreement shall be fully effective as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder. Any Additional Grantor shall, substantially contemporaneously with its execution and delivery of a Supplement to Pledge and Security Agreement, execute an acknowledgment to the Intercreditor Agreement in substantially the form attached to the Intercreditor Agreement and deliver such acknowledgement(s) to the Revolving Collateral Agent.

Additional Grantors. Such Grantor acknowledges thatFrom and after such time as the negative covenants with respect to the Incurrence of Debt and Liens in the Existing Notes Indenture is no longer in effect, pursuant to Section 6.11 the Issuer shall cause each new Domestic Subsidiary of the Credit Agreement, the Borrower is required to cause each Person which Issuer (other than an Unrestricted Subsidiary) that (i) becomes guarantees any Credit Facility of the Issuer or a direct or indirect Subsidiary of Holdings (other than any Excluded Subsidiary) Guarantor or (ii) ceases to qualify as an Excluded Subsidiary, Incurs any Debt for borrowed money in each case, after excess of $5.0 million within thirty (30) days of the Closing Date, events described in clauses (i) and (ii) above to become a party hereto as an additional Grantor (each such Person, an “Additional Grantor”) or to a similar security agreement, as appropriate, by executing and delivering a an Additional Grantor Joinder Agreement in substantially in the form of Exhibit I to the Credit Agreement and by executing and delivering a Joinder Agreement Annex A attached hereto (a an “Additional Grantor Joinder”) substantially and a Perfection Certificate, and comply with the provisions hereof applicable to the Grantors; provided that to the extent that (x) a Domestic Subsidiary is subject to any instrument governing Acquired Debt, as in effect at the time of acquisition thereof, that prohibits such Domestic Subsidiary from issuing a Note Guarantee under the Indenture or (y) a Domestic Subsidiary is prohibited by law from guaranteeing the Notes or would experience adverse regulatory consequences as a result of guaranteeing the Notes, then such Domestic Subsidiary shall not be required to guarantee the Notes or enter into a joinder to this Agreement or similar security agreement until such time as it is permitted to do so pursuant to the terms of such Acquired Debt or such legal or regulatory limitations. The Additional Grantor shall also deliver such opinions of counsel, authorizing resolutions, good standing certificates, incumbency certificates, organizational documents, financing statements and other information and documentation as is reasonably necessary or appropriate in order to create, perfect, preserve or protect the Liens of the Collateral Agent in the form attached hereto as Annex 2, along with supplements to the Exhibits to this Security Agreement necessary to reflect additional Collateral provided by the of such Additional Grantor. Upon delivery of any such Joinder the foregoing to the Administrative Agent and the Collateral Agent, notice of which is hereby waived by the Grantors, each such Additional Grantor shall be deemed and become a Grantor hereunder party to this Agreement with the same rights and shall be obligations as the Grantors, for all purposes hereof as fully a party hereto and to the same extent as if such Additional Grantor it were an original signatory heretohereto and shall be deemed to have made the representations, warranties and covenants set forth herein as of the date of execution and delivery of such Additional Grantor Joinder and thereafter at any time that such representations and covenants must be restated pursuant to the terms of the Security Documents, and all references herein to the “Grantors” shall be deemed to include each Additional Grantor. Each The execution and delivery of such Additional Grantor expressly agrees that its obligations arising hereunder Joinder shall not be discharged, diminished or otherwise affected (a) by the addition or release of any other Grantor hereunder, (b) by any failure by the Company or any Grantor to cause any Subsidiary of the Company to become an Additional Grantor or a Grantor hereunder or (c) by reason of the Administrative Agent’s, the Collateral Agent’s or any of the other Secured Party’s actions in effecting, or failure to effect, any such Joinder, or in releasing any Grantor hereunder, in each case, without the necessity of giving notice to or obtaining require the consent of any other GrantorGrantor hereunder. This Security Agreement The rights and obligations of each Grantor hereunder shall be fully effective remain in full force and effect notwithstanding the addition of any new Grantor as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunderthis Agreement.