Common use of Guarantors and Collateral Clause in Contracts

Guarantors and Collateral. (a) On the Closing Date (or such longer period as the Collateral Agent may agree in its sole discretion) each Restricted Subsidiary (other than an Excluded Subsidiary) will (A) become a party to the Guarantee Agreement and (B) become a party to the Pledge Agreement and pledge all of the Equity Interests of any Restricted Subsidiary (other than Excluded Equity Interests) directly owned by such Restricted Subsidiary and any other shares, stock certificates, options, interests or rights of any nature whatsoever in respect of the Equity Interests of any Restricted Subsidiary (other than Excluded Equity Interests) that may be issued or granted to, or held by, such Restricted Subsidiary while this Agreement is in effect; provided that such Restricted Subsidiary shall not be required to take any action (including entry into any foreign pledge agreement or similar document) other than those actions expressly set forth in this clause (B) and deliver to the Collateral Agent any and all certificates representing such Equity Interests (to the extent certificated), accompanied by undated stock powers or other appropriate instruments of transfer executed in blank. (b) With respect to any Person that becomes a Restricted Subsidiary (other than an Excluded Subsidiary) after the Closing Date, or any Excluded Subsidiary that ceases to constitute an Excluded Subsidiary after the Closing Date, the Borrower will, within 30 days thereafter (or such longer period as the Collateral Agent may agree in its sole discretion) (i) cause such Restricted Subsidiary to (A) become a party to the Guarantee Agreement, (B) become a party to the Pledge Agreement or such other Collateral Document as may be reasonably requested by the Collateral Agent, (C) pledge all of the Equity Interests of any Restricted Subsidiary (other than Excluded Equity Interests) directly owned by such Restricted Subsidiary and any other shares, stock certificates, options, interests or rights of any nature whatsoever in respect of the Equity Interests of any Restricted Subsidiary (other than Excluded Equity Interests) that may be issued or granted to, or held by, such Restricted Subsidiary while this Agreement is in effect, (D) deliver to the Collateral Agent any and all certificates representing such Equity Interests (to the extent certificated), accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and (E) deliver to the Administrative Agent a certificate of such Restricted Subsidiary substantially in the form of Exhibit E, with appropriate insertions and attachments, and (ii) if requested by the Administrative Agent, deliver to the Administrative Agent one or more legal opinions relating to the matters described above, which shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.

Guarantors and Collateral. (a) On the Closing Date (or such longer period as the Collateral Administrative Agent may agree in its sole discretion) (x) each Restricted Subsidiary (other than an Excluded Subsidiary) will become a party to the Guarantee Agreement and (y) the Borrower and each Restricted Subsidiary (other than an Excluded Subsidiary) will (A) become a party to the Guarantee Security Agreement and (B) become a party and, subject to the Pledge Agreement and exceptions set forth in the Security Agreement, pledge its assets, including all of the Equity Interests of any Restricted Subsidiary (other than Excluded Equity Interests) directly owned by such Restricted Subsidiary and any other shares, stock certificates, options, interests or rights of any nature whatsoever in respect of the Equity Interests of any Restricted Subsidiary (other than Excluded Equity Interests) that may be issued or granted to, or held by, such Restricted Subsidiary while this Agreement is in effect; provided that such Restricted Subsidiary shall not be required to take , but excluding any action (including entry into any foreign pledge agreement or similar document) other than those actions expressly set forth in this clause Excluded Property and (B) except as otherwise contemplated by the Collateral Documents, execute and deliver all such documents and instruments and take such actions to create and perfect the security interests required by the Collateral Agent any and all certificates representing such Equity Interests (to the extent certificated), accompanied by undated stock powers or other appropriate instruments of transfer executed in blankDocuments. (b) With respect to any Person that becomes a Restricted Subsidiary (other than an Excluded Subsidiary) after the Closing Date, or any Excluded Subsidiary that ceases to constitute an Excluded Subsidiary after the Closing Date, the Borrower will, within 30 days thereafter (or such longer period as the Collateral Administrative Agent may agree in its sole discretion) (i) cause such Restricted Subsidiary to (A) become a party to the Guarantee Agreement, (B) become a party to the Pledge Security Agreement or such other Collateral Document as may be reasonably requested by the Collateral Administrative Agent, (C) pledge all of the Equity Interests of any Restricted Subsidiary (other than Excluded Equity InterestsProperty) directly owned by such Restricted Subsidiary and any other shares, stock certificates, options, interests or rights of any nature whatsoever in respect of the Equity Interests of any Restricted Subsidiary (other than Excluded Equity InterestsProperty) that may be issued or granted to, or held by, such Restricted Subsidiary while this Agreement is in effect, (D) except as otherwise contemplated by the Collateral Documents, deliver to the Collateral Administrative Agent any and all certificates representing such Equity Interests (to the extent certificated), accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and blank, (E) deliver to the Administrative Agent a certificate of such Restricted Subsidiary substantially in the form of Exhibit E, with appropriate insertions and attachments, and (F) except as otherwise contemplated by the Collateral Documents, execute and deliver all such documents and instruments and take such actions to create and perfect the security interests required by the Collateral Documents and (ii) if requested by the Administrative Agent, deliver to the Administrative Agent one or more legal opinions relating to the matters described above, which shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. (c) The Borrower will grant and cause each of the Subsidiary Guarantors to grant to the Administrative Agent security interests in, and mortgages on, any Material Real Property of such Loan Parties, as applicable, that are not Mortgaged Property as of the Closing Date, to the extent acquired after the Closing Date, within ninety (90) days after such acquisition (or such later date as the Administrative Agent may agree in its reasonable discretion) pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and the Borrower (each, an “Additional Mortgage”), which security interest and mortgage shall constitute valid and enforceable Liens subject to no other Liens except Permitted Liens and record, register or file, and cause each such subsidiary to record, register or file, the Additional Mortgage or instruments related thereto in such manner and in such places as is required by law to establish, perfect, preserve and protect the Liens in favor of the Administrative Agent (for the benefit of the Secured Parties) required to be granted pursuant to the Additional Mortgages and pay, and cause each such Subsidiary to pay, in full, all Taxes, fees and other charges required to be paid in connection with such recording, registration or filing. Unless otherwise waived by the Administrative Agent or the applicable Lender (solely with respect to clause (i)(B) below), with respect to each such Additional Mortgage, the Borrowers shall cause the following requirements to be satisfied with respect to such Material Real Property: (i) (A) the Administrative Agent shall have received with respect to each Mortgaged Property located in the United States of America or any State thereof, the Flood Documentation and (B) each Lender shall have received (through the Administrative Agent) any other reasonable documents or information reasonably requested by such Lender (through the Administrative Agent) to enable such Lender to comply, in the determination of the Administrative Agent, with any applicable Flood Insurance Laws and all applicable rules and regulations promulgated pursuant thereto; (ii) the Administrative Agent shall have received: (A) counterparts of each Mortgage to be entered into with respect to each such Mortgaged Property duly executed and delivered by the record owner of such Mortgaged Property and suitable for recording, registering or filing (together with any other forms or undertakings that are required or customary to effect such recording, registration or filing) in all filing, registration or recording offices that the Administrative Agent may reasonably deem necessary or desirable in order to create a valid and enforceable Lien subject to no other Liens except Permitted Liens, at the time of filing, registration or recordation thereof, (B) with respect to the Mortgage encumbering each such Mortgaged Property, opinions of local counsel regarding the due authorization, execution and delivery, the enforceability, and perfection of the Mortgages and such other matters customarily covered in real estate mortgage counsel opinions as the Administrative Agent may reasonably request, if and to the extent, and in such form, as local counsel customarily provides such opinions as to such other matters, and (C) such other documents as the Administrative Agent may reasonably request that are available to the Borrowers without material expense with respect to any such Mortgage or Mortgaged Property; and (iii) the Administrative Agent shall have received: (A) a policy or policies or marked up unconditional binder of title insurance (“Mortgage Policy”) with respect to properties located in the United States, or a date-down and modification endorsement, if available, paid for by the Borrower, in the amount of the Fair Market Value of the respective Mortgaged Property, issued by a nationally recognized title insurance company (“Title Insurer”) insuring the Lien of each Mortgage as a valid Lien on the Mortgaged Property described therein, free of any other Liens except Permitted Liens, together with such customary endorsements, coinsurance and reinsurance as the Administrative Agent may reasonably request and which are available at commercially reasonable rates in the jurisdiction where the applicable Mortgaged Property is located (provided, however, that in lieu of a zoning endorsement, Administrative Agent shall accept a zoning report from a nationally recognized zoning report provider), and (B) either (x) a survey of each Mortgaged Property (including all improvements, easements and other customary matters thereon reasonably required by the Administrative Agent), as applicable, for which all necessary fees (where applicable) have been paid with respect to properties located in the United States, which (A) complies in all material respects with the minimum detail requirements of the American Land Title Association and American Congress of Surveying and Mapping as such requirements are in effect on the date of preparation of such survey and (B) is sufficient for such Title Insurer to remove all standard survey exceptions from the title insurance policy relating to such Mortgaged Property or otherwise reasonably acceptable to the Administrative Agent; provided, however, that so long as the Title Insurer shall accept the same to eliminate the standard survey exceptions from such policy or policies, in lieu of a new or revised survey Borrowers may provide a “no material change” affidavit with respect to any prior survey for the respective Mortgaged Property (which prior survey otherwise substantially complies with the foregoing survey requirements), or (y) if Borrower elects an ExpressMap (each of (x) and (y), a “Survey”).

Guarantors and Collateral. (a) On the Closing Date (or such longer period as the Collateral Agent may agree in its sole discretion) each Restricted Subsidiary (other than an Excluded Subsidiary) will (A) become a party to the Guarantee Agreement and (B) become a party to the Pledge Agreement and pledge all of the Equity Interests of any Restricted Subsidiary (other than Excluded Equity Interests) directly owned by such Restricted Subsidiary and any other shares, stock certificates, options, interests or rights of any nature whatsoever in respect of the Equity Interests of any Restricted Subsidiary (other than Excluded Equity Interests) that may be issued or granted to, or held by, such Restricted Subsidiary while this Agreement is in effect; provided that such Restricted Subsidiary shall not be required to take any action (including entry into any foreign pledge agreement or similar document) other than those actions expressly set forth in this clause (B) and deliver to the Collateral Agent any and all certificates representing such Equity Interests (to the extent certificated), accompanied by undated stock powers or other appropriate instruments of transfer executed in blank. (b) With respect to any Person that becomes a Restricted Subsidiary (other than an Excluded Subsidiary) after the Closing Date, or any Excluded Subsidiary that ceases to constitute an Excluded Subsidiary after the Closing Date, the Borrower will, within 30 days thereafter (or such longer period as the Collateral Agent may agree in its sole discretion) (i) cause such Restricted Subsidiary to (A) become a party to the Guarantee Agreement, (B) become a party to the Pledge Agreement or such other Collateral Document as may be reasonably requested by the Collateral Agent, (C) pledge all of the Equity Interests of any Restricted Subsidiary (other than Excluded Equity Interests) directly owned by such Restricted Subsidiary and any other shares, stock certificates, options, interests or rights of any nature whatsoever in respect of the Equity Interests of any Restricted Subsidiary (other than Excluded Equity Interests) that may be issued or granted to, or held by, such Restricted Subsidiary while this Agreement is in effect, (D) deliver to the Collateral Agent any and all certificates representing such Equity Interests (to the extent certificated), accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and (E) deliver to the Administrative Agent a certificate of such Restricted Subsidiary substantially in the form of Exhibit E, with appropriate insertions and attachments, and (ii) if requested by the Administrative Agent, deliver to the Administrative Agent one or more legal opinions relating to the matters described above, which shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. (c) On and after the Closing Date until the Separation Date, each member of the IAC Group that is a borrower or guarantor under the IAC Credit Agreement shall be a party to the Guarantee Agreement and deliver to the Administrative Agent a certificate of such member of the IAC Group, substantially in the form of Exhibit E, with appropriate insertions and attachments. During the Shared Collateral Period, if any, in each case with respect to the Equity Interests in any member of the IAC Group that are or become pledged to the IAC Facility Collateral Agent for the benefit of the secured parties under the IAC Credit Agreement, each member of the IAC Group shall, on the first day of the Shared Collateral Period (or, if later, on the date such Equity Interests are pledged to the IAC Facility Collateral Agent) (i) cause any such member of the IAC Group that owns such Equity Interests to (A) become a party to the Pledge Agreement or such other Collateral Document as may be reasonably requested by the Collateral Agent, (B) pledge all of such Equity Interests and any other shares, stock certificates, options, interests or rights of any nature whatsoever in respect of such Equity Interests (to the extent pledged under the IAC Credit Agreement) that may be issued or granted to, or held by, such member of the IAC Group while this Agreement is in effect and (C) deliver to the Collateral Agent (or to the IAC Facility Collateral Agent as its bailee) any and all certificates representing such Equity Interests (to the extent certificated), accompanied by undated stock powers or other appropriate instruments of transfer executed in blank, and (ii) if requested by the Administrative Agent, deliver to the Administrative Agent one or more legal opinions relating to the matters described in this clause (c), which shall cover matters, and be in a form, substantially the same as previously provided to the Administrative Agent under Section 4.01(b) to the extent applicable from Wachtell, Lipton, ▇▇▇▇▇ & ▇▇▇▇ or such other counsel, reasonably satisfactory to the Administrative Agent. At the time of the initial pledge pursuant to this Section 5.09(c), the Administrative Agent shall have received executed counterparts of the Pari Passu Intercreditor Agreement substantially simultaneously therewith.

Guarantors and Collateral. (a) On Subject to the terms of the ABL Intercreditor Agreement and, with respect to any Material Real Property, clause (e) below, with respect to any property acquired after the Closing Date by any Loan Party (including, without limitation, any acquisition pursuant to an LLC Division) that is intended to be subject to the Lien created by any of the Collateral Documents but is not so subject, promptly (and in any event within 90 days after the acquisition thereof, or such longer period as may be agreed to the Collateral Administrative Agent may agree in its sole discretion) each Restricted Subsidiary (other than an Excluded Subsidiaryi) will (A) become a party to the Guarantee Agreement and (B) become a party to the Pledge Agreement and pledge all of the Equity Interests of any Restricted Subsidiary (other than Excluded Equity Interests) directly owned by such Restricted Subsidiary and any other shares, stock certificates, options, interests or rights of any nature whatsoever in respect of the Equity Interests of any Restricted Subsidiary (other than Excluded Equity Interests) that may be issued or granted to, or held by, such Restricted Subsidiary while this Agreement is in effect; provided that such Restricted Subsidiary shall not be required to take any action (including entry into any foreign pledge agreement or similar document) other than those actions expressly set forth in this clause (B) execute and deliver to the Administrative Agent such amendments or supplements to the relevant Collateral Documents or such other documents as the Administrative Agent any shall deem necessary or advisable to grant to the Administrative Agent, for its benefit and for the benefit of the other Secured Parties, a Lien on such property subject to no Liens other than Permitted Liens and (ii) take all certificates representing actions necessary to cause such Equity Interests (Lien to be duly perfected to the extent certificated)required by such Collateral Document in accordance with all applicable requirements of law, accompanied including the filing of financing statements in such jurisdictions as may be reasonably requested by undated stock powers or other appropriate instruments the Administrative Agent. The Borrower shall otherwise take such actions and execute and/or deliver to the Administrative Agent such documents as the Administrative Agent shall require to confirm the validity, perfection and priority of transfer executed in blankthe Lien of the Collateral Documents on such after-acquired properties. (b) With respect to any Person that is or becomes a Restricted Domestic Subsidiary (including, without limitation, pursuant to an LLC Division) (other than an Excluded Subsidiary(1) after the Closing Date, or any Excluded a Domestic Subsidiary of a Foreign Subsidiary that ceases to constitute is a CFC, (2) a Domestic Subsidiary that owns (directly or through one or more entities that are disregarded for U.S. federal income tax purposes) no material assets other than Equity Interests in one or more Foreign Subsidiaries that are CFCs, (3) an Excluded Unrestricted Subsidiary[reserved] or (4) any Domestic Subsidiary that is prohibited (but only for so long as such Domestic Subsidiary would be prohibited) by applicable law or by contractual obligations existing at the time of acquisition (but not entered into in contemplation thereof) from guaranteeing the Obligations or if guaranteeing the Obligations would require governmental (including regulatory) consent, approval, license or authorization unless in each case of clause (1), (2), (3) and (4), each Subsidiary is an obligor or guarantor under the ABL Credit Agreement) that is a Material Subsidiary after the Closing Date, the Borrower will(i) cause such new Domestic Subsidiary, promptly (and in any event within 30 90 days thereafter (after such Person becomes a Material Subsidiary, or such longer period as may be agreed to by the Collateral Administrative Agent may agree in its sole discretion) (i) cause such Restricted Subsidiary to (A) to become a party to the Guarantee Agreement, (B) to become a party to the Pledge Security Agreement and (C) to take all actions necessary or advisable in the opinion of the Administrative Agent to cause the Liens or security interests created by the Collateral Documents to be duly perfected to the extent required by such other Collateral Document agreement in accordance with all applicable requirements of law, including the filing of financing statements in such jurisdictions as may be reasonably requested by the Collateral AgentAdministrative Agent and (ii) deliver to the Administrative Agent the certificates, (C) pledge if any, representing all of the Equity Interests of any Restricted such Subsidiary (other than Excluded Equity Interests) directly owned and those held by such Restricted Subsidiary and any in other shares, stock certificates, options, interests or rights of any nature whatsoever in respect of the Equity Interests of any Restricted Subsidiary (other than Excluded Equity Interests) that may be issued or granted to, or held by, such Restricted Subsidiary while this Agreement is in effect, (D) deliver to the Collateral Agent any and all certificates representing such Equity Interests (Subsidiaries to the extent certificatedrequired by the Security Agreement), accompanied by together with undated stock powers or other appropriate instruments of transfer executed and delivered in blank by a duly authorized officer of the holder(s) of such Equity Interests, and, to the extent required by the Security Agreement, all intercompany notes owing from such Subsidiary to any Loan Party together with instruments of transfer executed and delivered in blank by a duly authorized officer of such Loan Party. (c) With respect to any Person that becomes a Specified Pledgor or any Specified Pledgor that acquires Equity Interests of a first tier Foreign Subsidiary, within 90 days (x) if such Specified Pledgor is not party to the Pledge Agreement, cause such Specified Pledgor to execute a joinder agreement to the Pledge Agreement in substantially the form annexed thereto and (Ey) deliver cause such Specified Pledgor to take all actions necessary or advisable to cause the Liens created by the Pledge Agreement to be duly perfected to the extent required by the Pledge Agreement. (d) For the avoidance of doubt and notwithstanding anything to the contrary in any of the Loan Documents, in no event shall any (i)(x) non-Wholly Owned Subsidiary or (y) newly-formed Subsidiary that is intended to be and becomes a non-Wholly Owned Subsidiary within 90 days of its formation, be required to become a Subsidiary Guarantor or party to the Security Agreement; and (ii) action in any non-U.S. jurisdiction or required by the laws of any non-U.S. jurisdiction be required in order to create any security interests in assets located or titled outside of the U.S. or to perfect such security interests (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any non-U.S. jurisdiction). (e) With respect to any Closing Date Mortgaged Property, within one hundred twenty (120) days following the Closing Date (or such longer period as may be agreed to by the Administrative Agent in its reasonable discretion), and with respect to any Material Real Property acquired after the Closing Date, within one hundred twenty (120) days after such acquisition (but in no event prior to forty-five (45) days after the Borrower has given notice of such acquisition to the Administrative Agent and in no event prior to the Borrower receiving confirmation from the Administrative Agent that flood insurance due diligence and compliance in accordance with Section 5.09(e)(i) has been completed or such longer period as may be agreed to by the Administrative Agent in its reasonable discretion) or such later date as the Administrative Agent may agree to in its reasonable discretion), the Borrower shall, or shall cause the applicable Loan Party to, grant to the Administrative Agent a certificate Mortgage on such Material Real Property, which Mortgage shall constitute valid and enforceable Liens on the applicable Loan Party’s right, title and interest in and to such Material Real Property, subject to no other Liens except Permitted Encumbrances, and record, register or file, the Mortgage in such manner and in such places as is required by law to establish the Liens in favor of the Administrative Agent (for the benefit of the Secured Parties) required to be granted pursuant to the Mortgages and pay, and cause each such Restricted Subsidiary substantially Loan Party to pay, in full, all Taxes, fees and other charges required to be paid in connection with such recording, registration or filing of the Mortgages. Unless otherwise waived by the Administrative Agent or the applicable Lender (solely with respect to clause (i)(B) below), with respect to each such Mortgage, the Borrowers shall cause the following requirements to be satisfied with respect to such Mortgaged Property: (i) (A) the Administrative Agent shall have received with respect to each Mortgaged Property the Flood Documentation and (B) each Lender shall have received (through the Administrative Agent) any other reasonable documents or information reasonably requested by such Lender (through the Administrative Agent) to enable such Lender to comply, in the form determination of Exhibit Ethe Administrative Agent, with appropriate insertions any applicable Flood Insurance Laws and attachments, all applicable rules and regulations promulgated pursuant thereto; (ii) the Administrative Agent shall have received: (A) counterparts of each Mortgage to be entered into with respect to each such Mortgaged Property duly executed and delivered by the record owner of such Mortgaged Property and suitable for recording, registering or filing (together with any other forms or undertakings that are required or customary to effect such recording, registration or filing) in all filing, registration or recording offices that the Administrative Agent may reasonably deem necessary or desirable in order to create a valid and enforceable Lien subject to no other Liens except Permitted Encumbrances, at the time of filing, registration or recordation thereof, and (B) with respect to the Mortgage encumbering each such Mortgaged Property, opinions of local counsel regarding the enforceability of the Mortgages and such other matters customarily covered in real estate mortgage counsel opinions as the Administrative Agent may reasonably request, if requested and to the extent, and in such form, as local counsel customarily provides such opinions as to such other matters, and (iii) the Administrative Agent shall have received: (A) a policy or policies or marked up unconditional binder of title insurance (“Mortgage Policy”), in the amount of the book value of the respective Mortgaged Property, issued by a nationally recognized title insurance company (“Title Insurer”) insuring the Lien of each Mortgage as a valid first priority Lien on the Mortgaged Property described therein, free of any other Liens except Permitted Encumbrances, together with such customary endorsements, coinsurance and reinsurance as the Administrative Agent may reasonably request and which are available at commercially reasonable rates in the jurisdiction where the applicable Mortgaged Property is located (provided, however, that in lieu of a zoning endorsement, Administrative Agent shall accept a zoning report from a nationally recognized zoning report provider), and (B) either (x) a survey of each Mortgaged Property (including all improvements, easements and other customary matters thereon reasonably required by the Administrative Agent), deliver as applicable, for which all necessary fees (where applicable) have been paid, which (A) complies in all material respects with the minimum detail requirements of the American Land Title Association and American Congress of Surveying and Mapping as such requirements are in effect on the date of preparation of such survey and (B) is sufficient for such Title Insurer to remove all standard survey exceptions from the Administrative Agent one or more legal opinions title insurance policy relating to the matters described above, which shall be in form and substance, and from counsel, such Mortgaged Property or otherwise reasonably satisfactory acceptable to the Administrative Agent; provided, however, that so long as the Title Insurer shall accept the same to eliminate the standard survey exceptions from such policy or policies, in lieu of a new or revised survey Borrowers may provide a “no material change” affidavit with respect to any prior survey for the respective Mortgaged Property (which prior survey otherwise substantially complies with the foregoing survey requirements), or (y) if Borrower so elects, an ExpressMap (each of (x) and (y), a “Survey”).

Guarantors and Collateral. (a) On Subject to Section 5.12(c), on the Closing Date (or such longer period as the Collateral Agent may agree in its sole discretion) each Restricted Domestic Subsidiary (other than an Excluded Subsidiary) will (A) become a party to the Guarantee Agreement and (B) become a party to the Pledge Agreement and pledge all of the Equity Interests of any Restricted Subsidiary (other than Excluded Equity Interests) directly owned by such Restricted Subsidiary and any other shares, stock certificates, options, interests or rights of any nature whatsoever in respect of the Equity Interests of any Restricted Subsidiary (other than Excluded Equity Interests) that may be issued or granted to, or held by, such Restricted Subsidiary while this Agreement is in effect; provided that such Restricted Subsidiary shall not be required to take any action (including entry into any foreign pledge agreement or similar document) other than those actions expressly set forth in this clause (B) and deliver to the Collateral Agent any and all certificates representing such Equity Interests (to the extent certificated), accompanied by undated stock powers or other appropriate instruments of transfer executed in blankAgreement. (b) With respect to any Person that becomes a Restricted Domestic Subsidiary (other than an Excluded Subsidiary) after the Closing Date, or any Excluded Subsidiary that ceases to constitute an Excluded Subsidiary after the Closing Date, the Borrower will, within 30 days thereafter (or such longer period as the Collateral Administrative Agent may agree in its sole discretion) (i) cause such Restricted Subsidiary to (A) become a party to the Guarantee Agreement, (Bii) become a party to the Pledge Security Agreement or such other Collateral Document as may be reasonably requested by the Collateral Agent, Administrative Agent (Ciii) pledge all of the Equity Interests of any Restricted Subsidiary (other than Excluded Equity Interests) directly owned by such Restricted Subsidiary and any other shares, stock certificates, options, interests or rights of any nature whatsoever except as otherwise contemplated in respect of the Equity Interests of any Restricted Subsidiary (other than Excluded Equity Interests) that may be issued or granted to, or held by, such Restricted Subsidiary while this Agreement is in effect, (D) deliver to or the Collateral Agent any Documents, execute and deliver all certificates representing such Equity Interests (other documents and instruments and take such actions to create and perfect the extent certificated), accompanied security interests required by undated stock powers or other appropriate instruments of transfer executed in blank the Collateral Documents and (E) deliver to the Administrative Agent a certificate of such Restricted Subsidiary substantially in the form of Exhibit E, with appropriate insertions and attachments, and (iiiv) if requested by the Administrative Agent, deliver to the Administrative Agent one or more Agent, in addition to items of the type described in Section 4.01(c) with respect to such subsidiary in form and substance reasonably satisfactory to the Administrative Agent, a customary legal opinions opinion relating to authority of each such Subsidiary to become a party to the matters described aboveGuarantee Agreement and the Security Agreement that is organized under the laws of New York or Delaware, which shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. (c) Unless otherwise waived by the Administrative Agent or the applicable Lender (solely with respect to clause (i)(B) below), with respect to each Mortgaged Property, the Borrower shall cause the following requirements to be satisfied with respect to such Real Property on or prior to the date on which such Real Property is required hereunder to be encumbered by a Mortgage: (i) (A) the Administrative Agent shall have received with respect to each Mortgaged Property located in the United States of America or any State thereof, the Flood Documentation and (B) each Lender shall have received (through the Administrative Agent) any other reasonable documents or information reasonably requested by such Lender (through the Administrative Agent) to enable such Lender to comply, in the determination of the Administrative Agent, with Table of Contents any applicable Flood Insurance Laws and all applicable rules and regulations promulgated pursuant thereto; and (ii) the Administrative Agent shall have received such other documents as the Administrative Agent may reasonably request that are available to the Borrower or any Subsidiary Guarantor without material expense with respect to any such Mortgage or Mortgaged Property.

Guarantors and Collateral. (a) On the Closing Date (or such longer period as the Collateral Administrative Agent may agree in its sole discretion) (x) each Restricted Subsidiary (other than an Excluded Subsidiary) will become a party to the Guarantee Agreement and (y) the Borrower and each Restricted Subsidiary (other than an Excluded Subsidiary) will (A) become a party to the Guarantee Security Agreement and (B) become a party and, subject to the Pledge Agreement and exceptions set forth in the Security Agreement, pledge its assets, including all of the Equity Interests of any Restricted Subsidiary (other than Excluded Equity Interests) directly owned by such Restricted Subsidiary and any other shares, stock certificates, options, interests or rights of any nature whatsoever in respect of the Equity Interests of any Restricted Subsidiary (other than Excluded Equity Interests) that may be issued or granted to, or held by, such Restricted Subsidiary while this Agreement is in effect; provided that such Restricted Subsidiary shall not be required to take , but excluding any action (including entry into any foreign pledge agreement or similar document) other than those actions expressly set forth in this clause Excluded Property and (B) except as otherwise contemplated by the Collateral Documents, execute and deliver all such documents and instruments and take such actions to create and perfect the security interests required by the Collateral Agent any and all certificates representing such Equity Interests (to the extent certificated), accompanied by undated stock powers or other appropriate instruments of transfer executed in blankDocuments. (b) With respect to any Person that becomes a Restricted Subsidiary (other than an Excluded Subsidiary) after the Closing Date, or any Excluded Subsidiary that ceases to constitute an Excluded Subsidiary after the Closing Date, the Borrower will, within 30 days thereafter (or such longer period as the Collateral Administrative Agent may agree in its sole discretion) (i) cause such Restricted Subsidiary to (A) become a party to the Guarantee Agreement, (B) become a party to the Pledge Security Agreement or such other Collateral Document as may be reasonably requested by the Collateral Administrative Agent, (C) pledge all of the Equity Interests of any Restricted Subsidiary (other than Excluded Equity InterestsProperty) directly owned by such Restricted Subsidiary and any other shares, stock certificates, options, interests or rights of any nature whatsoever in respect of the Equity Interests of any Restricted Subsidiary (other than Excluded Equity InterestsProperty) that may be issued or granted to, or held by, such Restricted Subsidiary while this Agreement is in effect, (D) except as otherwise contemplated by the Collateral Documents, deliver to the Collateral Administrative Agent any and all certificates representing such Equity Interests (to the extent certificated), accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and blank, (E) deliver to the Administrative Agent a certificate of such Restricted Subsidiary substantially in the form of Exhibit E, with appropriate insertions and attachments, and (F) except as otherwise contemplated by the Collateral Documents, execute and deliver all such documents and instruments and take such actions to create and perfect the security interests required by the Collateral Documents and (ii) if requested by the Administrative Agent, deliver to the Administrative Agent one or more legal opinions relating to the matters described above, which shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. (c) The Borrower will grant and cause each of the Subsidiary Guarantors to grant to the Administrative Agent security interests in, and mortgages on, any Material Real Property of such Loan Parties, as applicable, that are not Mortgaged Property as of the Closing Date, to the extent acquired after the Closing Date, within ninety (90) days after such acquisition (or such later date as the Administrative Agent may agree in its reasonable discretion) pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and the Borrower (each, an “Additional Mortgage”), which security interest and mortgage shall constitute valid and enforceable Liens subject to no other Liens except Permitted Liens and record, register or file, and cause each such subsidiary to record, register or file, the Additional Mortgage or instruments related thereto in such manner and in such places as is required by law to establish, perfect, preserve and protect the Liens in favor of the Administrative Agent (for the benefit of the Secured Parties) required to be granted pursuant to the Additional Mortgages and pay, and cause each such Subsidiary to pay, in full, all Taxes, fees and other charges required to be paid in connection with such recording, registration or filing. Unless otherwise waived by the Administrative Agent or the applicable Lender (solely with respect to clause (i)(B) below), with respect to each such Additional Mortgage, the Borrowers shall cause the following requirements to be satisfied with respect to such Material Real Property: (i) (A) the Administrative Agent shall have received with respect to each Mortgaged Property located in the United States of America or any State thereof, the Flood Documentation and (B) each Lender shall have received (through the Administrative Agent) any other reasonable documents or information reasonably requested by such ▇▇▇▇▇▇ (through the Administrative Agent) to enable such Lender to comply, in the determination of the Administrative Agent, with any applicable Flood Insurance Laws and all applicable rules and regulations promulgated pursuant thereto; (ii) the Administrative Agent shall have received: (A) counterparts of each Mortgage to be entered into with respect to each such Mortgaged Property duly executed and delivered by the record owner of such Mortgaged Property and suitable for recording, registering or filing (together with any other forms or undertakings that are required or customary to effect such recording, registration or filing) in all filing, registration or recording offices that the Administrative Agent may reasonably deem necessary or desirable in order to create a valid and enforceable Lien subject to no other Liens except Permitted Liens, at the time of filing, registration or recordation thereof, (B) with respect to the Mortgage encumbering each such Mortgaged Property, opinions of local counsel regarding the due authorization, execution and delivery, the enforceability, and perfection of the Mortgages and such other matters customarily covered in real estate mortgage counsel opinions as the Administrative Agent may reasonably request, if and to the extent, and in such form, as local counsel customarily provides such opinions as to such other matters, and (C) such other documents as the Administrative Agent may reasonably request that are available to the Borrowers without material expense with respect to any such Mortgage or Mortgaged Property; and (iii) the Administrative Agent shall have received: (A) a policy or policies or marked up unconditional binder of title insurance (“Mortgage Policy”) with respect to properties located in the United States, or a date-down and modification endorsement, if available, paid for by the Borrower, in the amount of the Fair Market Value of the respective Mortgaged Property, issued by a nationally recognized title insurance company (“Title Insurer”) insuring the Lien of each Mortgage as a valid Lien on the Mortgaged Property described therein, free of any other Liens except Permitted Liens, together with such customary endorsements, coinsurance and reinsurance as the Administrative Agent may reasonably request and which are available at commercially reasonable rates in the jurisdiction where the applicable Mortgaged Property is located (provided, however, that in lieu of a zoning endorsement, Administrative Agent shall accept a zoning report from a nationally recognized zoning report provider), and (B) either (x) a survey of each Mortgaged Property (including all improvements, easements and other customary matters thereon reasonably required by the Administrative Agent), as applicable, for which all necessary fees (where applicable) have been paid with respect to properties located in the United States, which (A) complies in all material respects with the minimum detail requirements of the American Land Title Association and American Congress of Surveying and Mapping as such requirements are in effect on the date of preparation of such survey and (B) is sufficient for such Title Insurer to remove all standard survey exceptions from the title insurance policy relating to such Mortgaged Property or otherwise reasonably acceptable to the Administrative Agent; provided, however, that so long as the Title Insurer shall accept the same to eliminate the standard survey exceptions from such policy or policies, in lieu of a new or revised survey Borrowers may provide a “no material change” affidavit with respect to any prior survey for the respective Mortgaged Property (which prior survey otherwise substantially complies with the foregoing survey requirements), or (y) if Borrower elects an ExpressMap (each of (x) and (y), a “Survey”).

Guarantors and Collateral. (a) On the Closing Date (or such longer period as the Collateral Administrative Agent may agree in its sole discretion) (x) each Restricted Subsidiary (other than an Excluded Subsidiary) will become a party to the Guarantee Agreement and (y) the Borrower and each Restricted Subsidiary (other than an Excluded Subsidiary) will (A) become a party to the Guarantee Security Agreement and (B) become a party and, subject to the Pledge Agreement and exceptions set forth in the Security Agreement, pledge its assets, including all of the Equity Interests of any Restricted Subsidiary (other than Excluded Equity Interests) directly owned by such Restricted Subsidiary and any other shares, stock certificates, options, interests or rights of any nature whatsoever in respect of the Equity Interests of any Restricted Subsidiary (other than Excluded Equity Interests) that may be issued or granted to, or held by, such Restricted Subsidiary while this Agreement is in effect; provided that such Restricted Subsidiary shall not be required to take , but excluding any action (including entry into any foreign pledge agreement or similar document) other than those actions expressly set forth in this clause Excluded Property and (B) except as otherwise contemplated by the Collateral Documents, execute and deliver all such documents and instruments and take such actions to create and perfect the security interests required by the Collateral Agent any and all certificates representing such Equity Interests (to the extent certificated), accompanied by undated stock powers or other appropriate instruments of transfer executed in blankDocuments. (b) With respect to any Person that becomes a Restricted Subsidiary (other than an Excluded Subsidiary) after the Closing Date, or any Excluded Subsidiary that ceases to constitute an Excluded Subsidiary after the Closing Date, the Borrower will, within 30 days thereafter (or such longer period as the Collateral Administrative Agent may agree in its sole discretion) (i) cause such Restricted Subsidiary to (A) become a party to the Guarantee Agreement, (B) become a party to the Pledge Security Agreement or such other Collateral Document as may be reasonably requested by the Collateral Administrative Agent, (C) pledge all of the Equity Interests of any Restricted Subsidiary (other than Excluded Equity InterestsProperty) directly owned by such Restricted Subsidiary and any other shares, stock certificates, options, interests or rights of any nature whatsoever in respect of the Equity Interests of any Restricted Subsidiary (other than Excluded Equity InterestsProperty) that may be issued or granted to, or held by, such Restricted Subsidiary while this Agreement is in effect, (D) except as otherwise contemplated by the Collateral Documents, deliver to the Collateral Administrative Agent any and all certificates representing such Equity Interests (to the extent certificated), accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and blank, (E) deliver to the Administrative Agent a certificate of such Restricted Subsidiary substantially in the form of Exhibit E, with appropriate insertions and attachments, and (F) except as otherwise contemplated by the Collateral Documents, execute and deliver all such documents and instruments and take such actions to create and perfect the security interests required by the Collateral Documents and (ii) if requested by the Administrative Agent, deliver to the Administrative Agent one or more legal opinions relating to the matters described above, which shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. (c) The Borrower will grant and cause each of the Subsidiary Guarantors to grant to the Administrative Agent security interests in, and mortgages on, any Material Real Property of such Loan Parties (including, without limitation, any acquisition pursuant to a Delaware LLC Division), as applicable, that are not Mortgaged Property as of the Closing Date, to the extent acquired after the Closing Date, within ninety (90) days after such acquisition (or such later date as the Administrative Agent may agree in its reasonable discretion) pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and the Borrower (each, an “Additional Mortgage”), which security interest and mortgage shall constitute valid and enforceable Liens subject to no other Liens except Permitted Liens and record, register or file, and cause each such subsidiary to record, register or file, the Additional Mortgage or instruments related thereto in such manner and in such places as is required by law to establish, perfect, preserve and protect the Liens in favor of the Administrative Agent (for the benefit of the Secured Parties) required to be granted pursuant to the Additional Mortgages and pay, and cause each such Subsidiary to pay, in full, all Taxes, fees and other charges required to be paid in connection with such recording, registration or filing. Unless otherwise waived by the Administrative Agent or the applicable Lender (solely with respect to clause (i)(B) below), with respect to each such Additional Mortgage, the Borrowers shall cause the following requirements to be satisfied with respect to such Material Real Property: (i) (A) the Administrative Agent shall have received with respect to each Mortgaged Property located in the United States of America or any State thereof, the Flood Documentation and (B) each Lender shall have received (through the Administrative Agent) any other reasonable documents or information reasonably requested by such Lender (through the Administrative Agent) to enable such Lender to comply, in the determination of the Administrative Agent, with any applicable Flood Insurance Laws and all applicable rules and regulations promulgated pursuant thereto; (ii) the Administrative Agent shall have received: (A) counterparts of each Mortgage to be entered into with respect to each such Mortgaged Property duly executed and delivered by the record owner of such Mortgaged Property and suitable for recording, registering or filing (together with any other forms or undertakings that are required or customary to effect such recording, registration or filing) in all filing, registration or recording offices that the Administrative Agent may reasonably deem necessary or desirable in order to create a valid and enforceable Lien subject to no other Liens except Permitted Liens, at the time of filing, registration or recordation thereof, (B) with respect to the Mortgage encumbering each such Mortgaged Property, opinions of local counsel regarding the due authorization, execution and delivery, the enforceability, and perfection of the Mortgages and such other matters customarily covered in real estate mortgage counsel opinions as the Administrative Agent may reasonably request, if and to the extent, and in such form, as local counsel customarily provides such opinions as to such other matters, and (C) such other documents as the Administrative Agent may reasonably request that are available to the Borrowers without material expense with respect to any such Mortgage or Mortgaged Property; and (iii) the Administrative Agent shall have received: (A) a policy or policies or marked up unconditional binder of title insurance (“Mortgage Policy”) with respect to properties located in the United States, or a date-down and modification endorsement, if available, paid for by the Borrower, in the amount of the Fair Market Value of the respective Mortgaged Property, issued by a nationally recognized title insurance company (“Title Insurer”) insuring the Lien of each Mortgage as a valid Lien on the Mortgaged Property described therein, free of any other Liens except Permitted Liens, together with such customary endorsements, coinsurance and reinsurance as the Administrative Agent may reasonably request and which are available at commercially reasonable rates in the jurisdiction where the applicable Mortgaged Property is located (provided, however, that in lieu of a zoning endorsement, Administrative Agent shall accept a zoning report from a nationally recognized zoning report provider), and (B) either (x) a survey of each Mortgaged Property (including all improvements, easements and other customary matters thereon reasonably required by the Administrative Agent), as applicable, for which all necessary fees (where applicable) have been paid with respect to properties located in the United States, which (A) complies in all material respects with the minimum detail requirements of the American Land Title Association and American Congress of Surveying and Mapping as such requirements are in effect on the date of preparation of such survey and (B) is sufficient for such Title Insurer to remove all standard survey exceptions from the title insurance policy relating to such Mortgaged Property or otherwise reasonably acceptable to the Administrative Agent; provided, however, that so long as the Title Insurer shall accept the same to eliminate the standard survey exceptions from such policy or policies, in lieu of a new or revised survey Borrowers may provide a “no material change” affidavit with respect to any prior survey for the respective Mortgaged Property (which prior survey otherwise substantially complies with the foregoing survey requirements), or (y) if Borrower elects an ExpressMap (each of (x) and (y), a “Survey”).

Guarantors and Collateral. (a1) On Promptly (and in any event within thirty (30) days) after any Subsidiary of the Closing Date Borrower becomes a Material Domestic Subsidiary, notify the Administrative Agent thereof and cause such Subsidiary to become a Guarantor by executing and delivering to the Administrative Agent a counterpart of the Guaranty or such other document as the Administrative Agent shall deem appropriate for such purpose; (2) Promptly (and in any event within thirty (30) days) after any Subsidiary acquires Equity Interests in any Material Foreign Subsidiary, notify the Administrative Agent thereof and cause such Subsidiary to pledge directly (or such longer period as the Collateral Agent may agree in its sole discretion) each Restricted Subsidiary (other than an Excluded Subsidiary) will (A) become a party indirectly to the Guarantee Agreement extent that the Administrative Agent reasonably deems necessary or appropriate to effectuate the purposes and (Bintent of the pledge contemplated hereby) become a party to the Pledge Agreement and pledge all Administrative Agent, as collateral agent for the Secured Parties, a security interest in not less than 65% of the Equity Interests of any Restricted such Material Foreign Subsidiary (other than Excluded Equity Interests) directly owned by such Restricted Subsidiary executing and any other shares, stock certificates, options, interests or rights of any nature whatsoever in respect of the Equity Interests of any Restricted Subsidiary (other than Excluded Equity Interests) that may be issued or granted todelivering, or held bycausing to be executed and delivered, such Restricted Subsidiary while this Agreement is in effect; provided that such Restricted Subsidiary shall not be required to take any action (including entry into any foreign pledge agreement or similar document) other than those actions expressly set forth in this clause (B) and deliver to the Collateral Administrative Agent any and all certificates representing such Equity Interests (to the extent certificated), accompanied by undated stock powers or other appropriate instruments a counterpart of transfer executed in blank. (b) With respect to any Person that becomes a Restricted Subsidiary (other than an Excluded Subsidiary) after the Closing Date, or any Excluded Subsidiary that ceases to constitute an Excluded Subsidiary after the Closing Date, the Borrower will, within 30 days thereafter (or such longer period as the Collateral Agent may agree in its sole discretion) (i) cause such Restricted Subsidiary to (A) become a party to the Guarantee Agreement, (B) become a party to the Pledge Agreement or such other Collateral Document document as may be reasonably requested by the Collateral Administrative Agent shall deem appropriate for such purpose; (3) Promptly (and in any event within thirty (30) days) after the Borrower delivers financial statements to the Administrative Agent or the Lenders pursuant to Paragraphs 7(a)(1) or 7(a)(2) evidencing that the Consolidated Leverage Ratio of the Borrower as of the end of a fiscal quarter was 2.50 to 1.00 or higher, notify the Administrative Agent thereof and grant to the Administrative Agent, (C) pledge all as collateral agent for the Secured Parties, a security interest in its personal property by executing and delivering and causing each Material Domestic Subsidiary of the Equity Interests of any Restricted Subsidiary (other than Excluded Equity Interests) directly owned by such Restricted Subsidiary Borrower to execute and any other shares, stock certificates, options, interests or rights of any nature whatsoever in respect of the Equity Interests of any Restricted Subsidiary (other than Excluded Equity Interests) that may be issued or granted to, or held by, such Restricted Subsidiary while this Agreement is in effect, (D) deliver to the Collateral Agent any and all certificates representing such Equity Interests (to the extent certificated), accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and (E) deliver to the Administrative Agent a certificate counterpart of the Security Agreement and related Security Documents and such Restricted Subsidiary substantially in other documents as the form Administrative Agent shall deem appropriate for such purpose; (4) On or prior to the date on which the Borrower delivers or causes to be delivered to the Administrative Agent Loan Documents pursuant to clauses (1), (2) or (3) above, deliver, or cause to be delivered to the Administrative Agent (i) the then effective Organization Documents of Exhibit Ethe Person delivering such Loan Document, with appropriate insertions and attachments, and (ii) if requested certificates of Governmental Authorities evidencing that such Person is in good standing and authorized to conduct its business in the jurisdiction of its organization and in each other jurisdiction reasonably identified by the Administrative Agent, deliver (iii) resolutions or other authorizing approvals adopted or given in accordance with the Organization Documents of such Person acceptable to the Administrative Agent one authorizing or more legal approving the execution and delivery of such documents and the taking of such actions; and (iv) such opinions relating to of counsel and other documents, certificates, agreements and instruments as the matters described above, which shall be in form and substance, and from counsel, Administrative Agent may reasonably satisfactory to request. (5) On demand by the Administrative Agent, take all further actions that may be required under applicable law or that the Administrative Agent may reasonably request in order to effectuate the transactions contemplated by the Guaranties, Security Documents and other Loan Documents and in order to grant, preserve, protect and perfect the validity and security interest created or intended to be created thereby.

Guarantors and Collateral. (a) On Subject to the terms of the ABL Intercreditor Agreement and, with respect to any Material Real Property, clause (e) below, with respect to any property acquired after the Closing Date by any Loan Party (including, without limitation, any acquisition pursuant to an LLC Division) that is intended to be subject to the Lien created by any of the Collateral Documents but is not so subject, promptly (and in any event within 90 days after the acquisition thereof, or such longer period as may be agreed to the Collateral Administrative Agent may agree in its sole discretion) each Restricted Subsidiary (other than an Excluded Subsidiaryi) will (A) become a party to the Guarantee Agreement and (B) become a party to the Pledge Agreement and pledge all of the Equity Interests of any Restricted Subsidiary (other than Excluded Equity Interests) directly owned by such Restricted Subsidiary and any other shares, stock certificates, options, interests or rights of any nature whatsoever in respect of the Equity Interests of any Restricted Subsidiary (other than Excluded Equity Interests) that may be issued or granted to, or held by, such Restricted Subsidiary while this Agreement is in effect; provided that such Restricted Subsidiary shall not be required to take any action (including entry into any foreign pledge agreement or similar document) other than those actions expressly set forth in this clause (B) execute and deliver to the Administrative Agent such amendments or supplements to the relevant Collateral Documents or such other documents as the Administrative Agent any shall deem necessary or advisable to grant to the Administrative Agent, for its benefit and for the benefit of the other Secured Parties, a Lien on such property subject to no Liens other than Permitted Liens and (ii) take all certificates representing actions necessary to cause such Equity Interests (Lien to be duly perfected to the extent certificated)required by such Collateral Document in accordance with all applicable requirements of law, accompanied including the filing of financing statements in such jurisdictions as may be reasonably requested by undated stock powers or other appropriate instruments the Administrative Agent. The Borrower shall otherwise take such actions and execute and/or deliver to the Administrative Agent such documents as the Administrative Agent shall require to confirm the validity, perfection and priority of transfer executed in blankthe Lien of the Collateral Documents on such after-acquired properties. (b) With respect to any Person that is or becomes a Restricted Domestic Subsidiary (including, without limitation, pursuant to an LLC Division) (other than an Excluded Subsidiary(1) after the Closing Date, or any Excluded a Domestic Subsidiary of a Foreign Subsidiary that ceases to constitute is a CFC, (2) a Domestic Subsidiary that owns (directly or through one or more entities that are disregarded for U.S. federal income tax purposes) no material assets other than Equity Interests in one or more Foreign Subsidiaries that are CFCs, (3) an Excluded Unrestricted Subsidiary or (4) any Domestic Subsidiary that is prohibited (but only for so long as such Domestic Subsidiary would be prohibited) by applicable law or by contractual obligations existing at the time of acquisition (but not entered into in contemplation thereof) from guaranteeing the Obligations or if guaranteeing the Obligations would require governmental (including regulatory) consent, approval, license or authorization unless in each case of clause (1), (2), (3) and (4), each Subsidiary is an obligor or guarantor under the ABL Credit Agreement) that is a Material Subsidiary after the Closing Date, the Borrower will(i) cause such new Domestic Subsidiary, promptly (and in any event within 30 90 days thereafter (after such Person becomes a Material Subsidiary, or such longer period as may be agreed to by the Collateral Administrative Agent may agree in its sole discretion) (i) cause such Restricted Subsidiary to (A) to become a party to the Guarantee Agreement, (B) to become a party to the Pledge Security Agreement and (C) to take all actions necessary or advisable in the opinion of the Administrative Agent to cause the Liens or security interests created by the Collateral Documents to be duly perfected to the extent required by such other Collateral Document agreement in accordance with all applicable requirements of law, including the filing of financing statements in such jurisdictions as may be reasonably requested by the Collateral AgentAdministrative Agent and (ii) deliver to the Administrative Agent the certificates, (C) pledge if any, representing all of the Equity Interests of any Restricted such Subsidiary (other than Excluded Equity Interests) directly owned and those held by such Restricted Subsidiary and any in other shares, stock certificates, options, interests or rights of any nature whatsoever in respect of the Equity Interests of any Restricted Subsidiary (other than Excluded Equity Interests) that may be issued or granted to, or held by, such Restricted Subsidiary while this Agreement is in effect, (D) deliver to the Collateral Agent any and all certificates representing such Equity Interests (Subsidiaries to the extent certificatedrequired by the Security Agreement), accompanied by together with undated stock powers or other appropriate instruments of transfer executed and delivered in blank by a duly authorized officer of the holder(s) of such Equity Interests, and, to the extent required by the Security Agreement, all intercompany notes owing from such Subsidiary to any Loan Party together with instruments of transfer executed and delivered in blank by a duly authorized officer of such Loan Party. (c) With respect to any Person that becomes a Specified Pledgor or any Specified Pledgor that acquires Equity Interests of a first tier Foreign Subsidiary, within 90 days (x) if such Specified Pledgor is not party to the Pledge Agreement, cause such Specified Pledgor to execute a joinder agreement to the Pledge Agreement in substantially the form annexed thereto and (Ey) deliver cause such Specified Pledgor to take all actions necessary or advisable to cause the Liens created by the Pledge Agreement to be duly perfected to the extent required by the Pledge Agreement. (d) For the avoidance of doubt and notwithstanding anything to the contrary in any of the Loan Documents, in no event shall any (i)(x) non-Wholly Owned Subsidiary or (y) newly-formed Subsidiary that is intended to be and becomes a non-Wholly Owned Subsidiary within 90 days of its formation, be required to become a Subsidiary Guarantor or party to the Security Agreement; and (ii) action in any non-U.S. jurisdiction or required by the laws of any non-U.S. jurisdiction be required in order to create any security interests in assets located or titled outside of the U.S. or to perfect such security interests (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any non-U.S. jurisdiction). (e) With respect to any Closing Date Mortgaged Property, within one hundred twenty (120) days following the Closing Date (or such longer period as may be agreed to by the Administrative Agent in its reasonable discretion), and with respect to any Material Real Property acquired after the Closing Date, within one hundred twenty (120) days after such acquisition (but in no event prior to forty-five (45) days after the Borrower has given notice of such acquisition to the Administrative Agent and in no event prior to the Borrower receiving confirmation from the Administrative Agent that flood insurance due diligence and compliance in accordance with Section 5.09(e)(i) has been completed or such longer period as may be agreed to by the Administrative Agent in its reasonable discretion) or such later date as the Administrative Agent may agree to in its reasonable discretion), the Borrower shall, or shall cause the applicable Loan Party to, grant to the Administrative Agent a certificate Mortgage on such Material Real Property, which Mortgage shall constitute valid and enforceable Liens on the applicable Loan Party’s right, title and interest in and to such Material Real Property, subject to no other Liens except Permitted Encumbrances, and record, register or file, the Mortgage in such manner and in such places as is required by law to establish the Liens in favor of the Administrative Agent (for the benefit of the Secured Parties) required to be granted pursuant to the Mortgages and pay, and cause each such Restricted Subsidiary substantially Loan Party to pay, in full, all Taxes, fees and other charges required to be paid in connection with such recording, registration or filing of the Mortgages. Unless otherwise waived by the Administrative Agent or the applicable Lender (solely with respect to clause (i)(B) below), with respect to each such Mortgage, the Borrowers shall cause the following requirements to be satisfied with respect to such Mortgaged Property: (i) (A) the Administrative Agent shall have received with respect to each Mortgaged Property the Flood Documentation and (B) each Lender shall have received (through the Administrative Agent) any other reasonable documents or information reasonably requested by such Lender (through the Administrative Agent) to enable such Lender to comply, in the form determination of Exhibit Ethe Administrative Agent, with appropriate insertions any applicable Flood Insurance Laws and attachments, all applicable rules and regulations promulgated pursuant thereto; (ii) the Administrative Agent shall have received: (A) counterparts of each Mortgage to be entered into with respect to each such Mortgaged Property duly executed and delivered by the record owner of such Mortgaged Property and suitable for recording, registering or filing (together with any other forms or undertakings that are required or customary to effect such recording, registration or filing) in all filing, registration or recording offices that the Administrative Agent may reasonably deem necessary or desirable in order to create a valid and enforceable Lien subject to no other Liens except Permitted Encumbrances, at the time of filing, registration or recordation thereof, and (B) with respect to the Mortgage encumbering each such Mortgaged Property, opinions of local counsel regarding the enforceability of the Mortgages and such other matters customarily covered in real estate mortgage counsel opinions as the Administrative Agent may reasonably request, if requested and to the extent, and in such form, as local counsel customarily provides such opinions as to such other matters, and (iii) the Administrative Agent shall have received: (A) a policy or policies or marked up unconditional binder of title insurance (“Mortgage Policy”), in the amount of the book value of the respective Mortgaged Property, issued by a nationally recognized title insurance company (“Title Insurer”) insuring the Lien of each Mortgage as a valid first priority Lien on the Mortgaged Property described therein, free of any other Liens except Permitted Encumbrances, together with such customary endorsements, coinsurance and reinsurance as the Administrative Agent may reasonably request and which are available at commercially reasonable rates in the jurisdiction where the applicable Mortgaged Property is located (provided, however, that in lieu of a zoning endorsement, Administrative Agent shall accept a zoning report from a nationally recognized zoning report provider), and (B) either (x) a survey of each Mortgaged Property (including all improvements, easements and other customary matters thereon reasonably required by the Administrative Agent), deliver as applicable, for which all necessary fees (where applicable) have been paid, which (A) complies in all material respects with the minimum detail requirements of the American Land Title Association and American Congress of Surveying and Mapping as such requirements are in effect on the date of preparation of such survey and (B) is sufficient for such Title Insurer to remove all standard survey exceptions from the Administrative Agent one or more legal opinions title insurance policy relating to the matters described above, which shall be in form and substance, and from counsel, such Mortgaged Property or otherwise reasonably satisfactory acceptable to the Administrative Agent; provided, however, that so long as the Title Insurer shall accept the same to eliminate the standard survey exceptions from such policy or policies, in lieu of a new or revised survey Borrowers may provide a “no material change” affidavit with respect to any prior survey for the respective Mortgaged Property (which prior survey otherwise substantially complies with the foregoing survey requirements), or (y) if Borrower so elects, an ExpressMap (each of (x) and (y), a “Survey”).

Guarantors and Collateral. (a) On the Closing Date (or such longer period as the Collateral Agent may agree in its sole discretiondiscre- tion) each Restricted Subsidiary (other than an Excluded Subsidiary) will (A) become a party to the Guarantee Agreement and (B) become a party to the Pledge Agreement and pledge all of the Equity Interests of any Restricted Subsidiary (other than Excluded Equity Interests) directly owned by such Restricted Subsidiary and any other shares, stock certificates, options, interests or rights of any nature whatsoever in respect of the Equity Interests of any Restricted Subsidiary (other than Excluded Equity Interests) that may be issued or granted to, or held by, such Restricted Subsidiary while this Agreement is in effect; provided that such Restricted Subsidiary shall not be required re- quired to take any action (including entry into any foreign pledge agreement or similar document) other than those actions expressly set forth in this clause (B) and deliver to the Collateral Agent any and all certificates representing such Equity Interests (to the extent certificated), accompanied by undated stock powers or other appropriate instruments of transfer executed in blank. (b) With respect to any Person that becomes a Restricted Subsidiary (other than an Excluded SubsidiarySubsidi- ary) after the Closing Date, or any Excluded Subsidiary that ceases to constitute an Excluded Subsidiary after the Closing Date, the Borrower will, within 30 days thereafter (or such longer period as the Collateral Agent may agree in its sole discretion) (i) cause such Restricted Subsidiary to (A) become a party to the Guarantee Agreement, (B) become a party to the Pledge Agreement or such other Collateral Document as may be reasonably requested by the Collateral Agent, (C) pledge all of the Equity Interests of any Restricted Subsidiary (other than Excluded Equity Interests) directly owned by such Restricted Subsidiary and any other shares, stock certificates, options, interests or rights of any nature whatsoever in respect of the Equity Interests of any Restricted Subsidiary (other than Excluded Equity Interests) that may be issued or granted to, or held by, such Restricted Subsidiary while this Agreement is in effect, (D) deliver to the Collateral Agent any and all certificates representing such Equity Interests (to the extent certificated), accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and (E) deliver to the Administrative Agent a certificate of such Restricted Subsidiary substantially in the form of Exhibit E, with appropriate insertions and attachments, and (ii) if requested by the Administrative Agent, deliver to the Administrative Agent one or more legal opinions relating to the matters described above, which shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.

Guarantors and Collateral. (a) On If any asset (other than Real Property) is acquired by the Borrower or any Subsidiary Guarantor after the Closing Date or owned by an entity at the time it becomes a Subsidiary Guarantor (in each case other than (x) assets constituting Collateral under a Collateral Document that automatically become subject to the Lien of such Collateral Document upon acquisition thereof and (y) assets constituting Excluded Collateral (as defined in the Security Agreement)), the Borrower or such Subsidiary Guarantor, as applicable, will (i) notify the Collateral Agent of such acquisition or ownership and (ii) cause such asset to be subjected to a Lien (subject to any Permitted Liens) securing the Obligations by, and take, and cause the Subsidiary Guarantors to take, such actions as shall be reasonably requested by the Collateral Agent to satisfy the Collateral and Guarantee Requirement with respect to such asset, including actions described in clause (a) of this Section 5.09, all at the expense of the Loan Parties, subject to the last paragraph of this Section 5.09; (b) Borrower will grant and cause each of the Subsidiary Guarantors to grant to the Collateral Agent security interests in, and mortgages on, any Material Real Property of the Borrower or such Subsidiary Guarantors, as applicable, to the extent acquired after the Closing Date, within ninety (90) days after such acquisition (or such later date as the Collateral Agent may agree in its reasonable discretion) pursuant to documentation in such form as is reasonably satisfactory to the Collateral Agent and the Borrower (each, an “Additional Mortgage”), which security interest and mortgage shall constitute valid and enforceable Liens subject to no other Liens except Permitted Liens and (ii) record, register or file, and cause each such Subsidiary Guarantor to record, register or file, the Additional Mortgage or instruments related thereto in such manner and in such places as is required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent (for the benefit of the Secured Parties) required to be granted pursuant to the Additional Mortgages and pay, and cause each such Subsidiary to pay, in full, all Taxes, fees and other charges required to be paid in connection with such recording or filing, in each case subject to the last paragraph of this Section 5.09. Unless otherwise waived by the Collateral Agent, with respect to each such Additional Mortgage, the Borrower shall cause the requirements set forth in clauses (h) and (i) of the definition of “Collateral and Guarantee Requirement” to be satisfied with respect to such Material Real Property; (c) If any additional direct or indirect Subsidiary of the Borrower is formed, acquired or ceases to constitute an Excluded Subsidiary following the Closing Date and such Subsidiary is (1) a Material Domestic Subsidiary of the Borrower that is not an Excluded Subsidiary or (2) any other Domestic Subsidiary of the Borrower that may be designated by the Borrower in its sole discretion, within thirty (30) days after the date such Subsidiary is formed or acquired or meets such criteria (or first becomes subject to such requirement) (or such longer period as the Collateral Agent may agree in its sole discretion), Borrower shall notify the Collateral Agent thereof and, within thirty (30) each Restricted days after the date such Subsidiary is formed or acquired or meets such criteria (other than or first becomes subject to such requirement) or such longer period as the Collateral Agent may agree in its sole discretion, cause such Subsidiary to become a Subsidiary Guarantor and cause the Collateral and Guarantee Requirement to be satisfied with respect to such Subsidiary and with respect to any Equity Interest in or Indebtedness of such Subsidiary owned by or on behalf of any Loan Party, subject to the last paragraph of this Section 5.09. Notwithstanding anything to the contrary herein, in no circumstance shall an Excluded Subsidiary) will (A) Subsidiary become a party to Subsidiary Guarantor unless designated as a Subsidiary Guarantor by the Guarantee Agreement and Borrower in its sole discretion; and (Bd) become a party to the Pledge Agreement and pledge all of the Equity Interests of any Restricted Subsidiary (other than Excluded Equity Interests) directly owned by such Restricted Subsidiary and any other shares, stock certificates, options, interests or rights of any nature whatsoever in respect of the Equity Interests of any Restricted Subsidiary (other than Excluded Equity Interests) that may be issued or granted to, or held by, such Restricted Subsidiary while this Agreement is in effect; provided that such Restricted Subsidiary Borrower shall not be required to take any action (including entry into any foreign pledge agreement or similar document) other than those actions expressly set forth in this clause (B) and deliver furnish to the Collateral Agent prompt written notice of any and all certificates representing such Equity Interests change (A) in any Loan Party’s corporate or organization name, (B) in any Loan Party’s identity or organizational structure, (C) in any Loan Party’s organizational identification number (to the extent certificated), accompanied by undated stock powers relevant in the applicable jurisdiction of organization) and (D) in any Loan Party’s jurisdiction of organization; provided that the Borrower shall not effect or other appropriate instruments of transfer executed in blank. (b) With respect to permit any Person that becomes a Restricted Subsidiary (other than an Excluded Subsidiary) after the Closing Datesuch change unless all filings have been made, or any Excluded Subsidiary that ceases to constitute an Excluded Subsidiary after the Closing Date, the Borrower will, will have been made within 30 thirty (30) days thereafter following such change (or such longer period as the Collateral Agent may agree in its sole discretion) ), under the Uniform Commercial Code (i) cause such Restricted Subsidiary to (A) become a party to the Guarantee Agreement, (B) become a party to the Pledge Agreement or such other Collateral Document as may be reasonably requested by the Collateral Agent, (C) pledge all of the Equity Interests of its equivalent in any Restricted Subsidiary (other than Excluded Equity Interests) directly owned by such Restricted Subsidiary and any other shares, stock certificates, options, interests or rights of any nature whatsoever in respect of the Equity Interests of any Restricted Subsidiary (other than Excluded Equity Interestsapplicable jurisdiction) that may be issued or granted to, or held by, such Restricted Subsidiary while this Agreement is are required in effect, (D) deliver to order for the Collateral Agent any to continue at all times following such change to have a valid, legal and perfected security interest in all certificates representing the Collateral in which a security interest may be perfected by such Equity Interests filing, for the benefit of the Secured Parties. In addition, in no event shall (1) control agreements or control, lockbox or similar agreements or arrangements be required with respect to the extent certificated)deposit accounts, accompanied by undated stock powers securities accounts or commodities accounts, (2) landlord, mortgagee and bailee waivers or subordination agreements be required, (3) notices be required to be sent to account debtors or other appropriate instruments contractual third parties unless an Event of transfer executed in blank Default has occurred and is continuing and (E4) deliver to the Administrative Agent a certificate of such Restricted Subsidiary substantially in the form of Exhibit E, with appropriate insertions and attachments, and (ii) if requested by the Administrative Agent, deliver to the Administrative Agent one foreign-law governed security documents or more legal opinions relating to the matters described above, which shall perfection under foreign law be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agentrequired.

Guarantors and Collateral. (a) On the Closing Date (or such longer period as the Collateral Administrative Agent may agree in its sole discretion) (x) each Restricted Subsidiary (other than an Excluded Subsidiary) will become a party to the Guarantee Agreement and (y) the Borrower and each Restricted Subsidiary (other than an Excluded Subsidiary) will (A) become a party to the Guarantee Security Agreement and (B) become a party and, subject to the Pledge Agreement and exceptions set forth in the Security Agreement, pledge its assets, including all of the Equity Interests of any Restricted Subsidiary (other than Excluded Equity Interests) directly owned by such Restricted Subsidiary and any other shares, stock certificates, options, interests or rights of any nature whatsoever in respect of the Equity Interests of any Restricted Subsidiary (other than Excluded Equity Interests) that may be issued or granted to, or held by, such Restricted Subsidiary while this Agreement is in effect; provided that such Restricted Subsidiary shall not be required to take , but excluding any action (including entry into any foreign pledge agreement or similar document) other than those actions expressly set forth in this clause Excluded Property and (B) except as otherwise contemplated by the Collateral Documents, execute and deliver all such documents and instruments and take such actions to create and perfect the security interests required by the Collateral Agent any and all certificates representing such Equity Interests (to the extent certificated), accompanied by undated stock powers or other appropriate instruments of transfer executed in blankDocuments. (b) With respect to any Person that becomes a Restricted Subsidiary (other than an Excluded Subsidiary) after the Closing Date, or any Excluded Subsidiary that ceases to constitute an Excluded Subsidiary after the Closing Date, the Borrower will, within 30 days thereafter (or such longer period as the Collateral Administrative Agent may agree in its sole discretion) (i) cause such Restricted Subsidiary to (A) become a party to the Guarantee Agreement, (B) become a party to the Pledge Security Agreement or such other Collateral Document as may be reasonably requested by the Collateral Administrative Agent, (C) pledge all of the Equity Interests of any Restricted Subsidiary (other than Excluded Equity InterestsProperty) directly owned by such Restricted Subsidiary and any other shares, stock certificates, options, interests or rights of any nature whatsoever in respect of the Equity Interests of any Restricted Subsidiary (other than Excluded Equity InterestsProperty) that may be issued or granted to, or held by, such Restricted Subsidiary while this Agreement is in effect, (D) except as otherwise contemplated by the Collateral Documents, deliver to the Collateral Administrative Agent any and all certificates representing such Equity Interests (to the extent certificated), accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and blank, (E) deliver to the Administrative Agent a certificate of such Restricted Subsidiary substantially in the form of Exhibit E, with appropriate insertions and attachments, and (F) except as otherwise contemplated by the Collateral Documents, execute and deliver all such documents and instruments and take such actions to create and perfect the security interests required by the Collateral Documents and (ii) if requested by the Administrative Agent, deliver to the Administrative Agent one or more legal opinions relating to the matters described above, which shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. (c) The Borrower will grant and cause each of the Subsidiary Guarantors to grant to the Administrative Agent security interests in, and mortgages on, any Material Real Property of such Loan Parties, as applicable, that are not Mortgaged Property as of the Closing Date, to the extent acquired after the Closing Date, within ninety (90) days after such acquisition (or such later date as the Administrative Agent may agree in its reasonable discretion) pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and the Borrower (each, an “Additional Mortgage”), which security interest and mortgage shall constitute valid and enforceable Liens subject to no other Liens except Permitted Liens and record, register or file, and cause each such subsidiary to record, register or file, the Additional Mortgage or instruments related thereto in such manner and in such places as is required by law to establish, perfect, preserve and protect the Liens in favor of the Administrative Agent (for the benefit of the Secured Parties) required to be granted pursuant to the Additional Mortgages and pay, and cause each such Subsidiary to pay, in full, all Taxes, fees and other charges required to be paid in connection with such recording, registration or filing. Unless otherwise waived by the Administrative Agent or the applicable Lender (solely with respect to clause (i)(B) below), with respect to each such Additional Mortgage, the Borrowers shall cause the following requirements to be satisfied with respect to such Material Real Property: (A) the Administrative Agent shall have received with respect to each Mortgaged Property located in the United States of America or any State thereof, the Flood Documentation and (B) each Lender shall have received (through the Administrative Agent) any other reasonable documents or information reasonably requested by such Lender (through the Administrative Agent) to enable such Lender to comply, in the determination of the Administrative Agent, with any applicable Flood Insurance Laws and all applicable rules and regulations promulgated pursuant thereto; (ii) the Administrative Agent shall have received: (A) counterparts of each Mortgage to be entered into with respect to each such Mortgaged Property duly executed and delivered by the record owner of such Mortgaged Property and suitable for recording, registering or filing (together with any other forms or undertakings that are required or customary to effect such recording, registration or filing) in all filing, registration or recording offices that the Administrative Agent may reasonably deem necessary or desirable in order to create a valid and enforceable Lien subject to no other Liens except Permitted Liens, at the time of filing, registration or recordation thereof, (B) with respect to the Mortgage encumbering each such Mortgaged Property, opinions of local counsel regarding the due authorization, execution and delivery, the enforceability, and perfection of the Mortgages and such other matters customarily covered in real estate mortgage counsel opinions as the Administrative Agent may reasonably request, if and to the extent, and in such form, as local counsel customarily provides such opinions as to such other matters, and (C) such other documents as the Administrative Agent may reasonably request that are available to the Borrowers without material expense with respect to any such Mortgage or Mortgaged Property; and (iii) the Administrative Agent shall have received: (A) a policy or policies or marked up unconditional binder of title insurance (“Mortgage Policy”) with respect to properties located in the United States, or a date-down and modification endorsement, if available, paid for by the Borrower, in the amount of the Fair Market Value of the respective Mortgaged Property, issued by a nationally recognized title insurance company (“Title Insurer”) insuring the Lien of each Mortgage as a valid Lien on the Mortgaged Property described therein, free of any other Liens except Permitted Liens, together with such customary endorsements, coinsurance and reinsurance as the Administrative Agent may reasonably request and which are available at commercially reasonable rates in the jurisdiction where the applicable Mortgaged Property is located (provided, however, that in lieu of a zoning endorsement, Administrative Agent shall accept a zoning report from a nationally recognized zoning report provider), and (B) either (x) a survey of each Mortgaged Property (including all improvements, easements and other customary matters thereon reasonably required by the Administrative Agent), as applicable, for which all necessary fees (where applicable) have been paid with respect to properties located in the United States, which (A) complies in all material respects with the minimum detail requirements of the American Land Title Association and American Congress of Surveying and Mapping as such requirements are in effect on the date of preparation of such survey and (B) is sufficient for such Title Insurer to remove all standard survey exceptions from the title insurance policy relating to such Mortgaged Property or otherwise reasonably acceptable to the Administrative Agent; provided, however, that so long as the Title Insurer shall accept the same to eliminate the standard survey exceptions from such policy or policies, in lieu of a new or revised survey Borrowers may provide a “no material change” affidavit with respect to any prior survey for the respective Mortgaged Property (which prior survey otherwise substantially complies with the foregoing survey requirements), or (y) if Borrower elects an ExpressMap (each of (x) and (y), a “Survey”).