Further Assurances. Except as otherwise provided herein or in the other Loan Documents, Borrower will, and will cause each of Parent and each other Loan Party to, at any time upon the reasonable request of Agent, execute or deliver to Agent any and all financing statements, fixture filings, security agreements, pledges, assignments, mortgages, deeds of trust, opinions of counsel, and all other documents (the "Additional Documents") that Agent may reasonably request in form and substance reasonably satisfactory to Agent, to create, perfect, and continue perfected or to better perfect Agent's Liens in 100% of the Equity Interests of Borrower all of the assets of Borrower and each other Subsidiary of Parent (whether now owned or hereafter arising or acquired, tangible or intangible, real or personal), to create and perfect Liens in favor of Agent in any Real Property acquired by Borrower or any other Loan Party with a fair market value in excess of $500,000, and in order to fully consummate all of the transactions contemplated hereby and under the other Loan Documents; provided that the foregoing shall not apply to any Subsidiary of Parent that is a CFC if providing such documents would result in adverse tax consequences or the costs to the Loan Parties of providing such documents are unreasonably excessive (as determined by Agent in consultation with Borrower) in relation to the benefits to Agent and the Lenders of the security afforded thereby. To the maximum extent permitted by applicable law, if Parent, Borrower or any other Loan Party refuses or fails to execute or deliver any reasonably requested Additional Documents within a reasonable period of time following the request to do so, Borrower and each other Loan Party hereby authorizes Agent to execute any such Additional Documents in Parent's or the applicable Loan Party's name and authorizes Agent to file such executed Additional Documents in any appropriate filing office. In furtherance of, and not in limitation of, the foregoing, each Loan Party shall take such actions as Agent may reasonably request from time to time to ensure that the Obligations are guaranteed by the Guarantors and are secured by substantially all of the assets of Borrower and each other Subsidiary of Parent, including all of the outstanding capital Equity Interests of each Subsidiary of Parent (subject to exceptions and limitations contained in the Loan Documents with respect to CFCs).

Further Assurances. Except as otherwise provided herein or in the otherEach Loan Documents, BorrowerParty will, and will cause each of Parent and eachthe other Loan PartyParties to, at any time upon the reasonable request of Agent, execute or deliver to Agent any and all financing statements, fixture filings, security agreements, pledges, assignments, mortgages, deeds of trust, opinions of counsel, and all other documents (the "Additional Documents"“Additional Documents”) that Agent may reasonably request in form and substance reasonably satisfactory to Agent, to create, perfect, and continue perfected or to better perfect Agent'Agent’s Liens in 100% of the Equity Interests of Borrower all of the assets of Borrower and each other Subsidiary of Parentthe Loan Parties (whether now owned or hereafter arising or acquired, tangible or intangible, real or personal), (other than any assets expressly excluded from the Collateral (as defined in the Guaranty and Security Agreement) pursuant to createSection 3 of the Guaranty and perfect Liens in favor of Agent in any Real Property acquired by Borrower or any other Loan Party with a fair market value in excess of $500,000,Security Agreement), and in order to fully consummate all of the transactions contemplated hereby and under the other Loan Documents; provided that the foregoing shall not applyDocuments in each case, subject to any Subsidiary of Parent that is a CFC if providing such documents would resultexclusion or qualification expressly set forth herein or in adverse tax consequences or the costs to theany other Loan Parties of providing such documents are unreasonably excessive (as determined by Agent in consultation with Borrower) in relation to the benefits to Agent and the LendersDocument. In furtherance of the security afforded thereby. Toforegoing, to the maximum extent permitted by applicable law, but subject to any applicable provisions of the Security Documents, if Parent,any Borrower or any other Loan Party refuses or fails to execute or deliver any reasonably requested Additional Documents within a reasonable period of time not to exceed five Business Days (or such longer period of time as Agent may agree in its Permitted Discretion) following the request to do so, each Borrower and each other Loan Party hereby authorizes Agent to execute any such Additional Documents in Parent's or the applicable Loan Party'Party’s name and authorizes Agent to file such executed Additional Documents in any appropriate filing office. In furtherance of, and not in limitation of, the foregoing, each Loan Party shall take such actions as Agent may reasonably request from time to time to ensure that the Obligations are guaranteed by the Guarantors and are secured by substantially all of the assets of Borrower and each other Subsidiary of Parent,the Loan Parties, including all of the outstanding capital Equity Interests of its Restricted Subsidiaries (in each Subsidiary of Parent (subject to exceptions and limitations contained in the Loan Documentscase, other than with respect to CFCs)any assets expressly excluded from the Collateral (as defined in the Guaranty and Security Agreement) pursuant to Section 3 of the Guaranty and Security Agreement).

Further Assurances. Except as otherwise provided herein or in the other Loan Documents,Each Borrower will, and will cause each of Parent and eachthe other Loan PartyParties to, at any time upon the reasonable request of Agent, execute or deliver to Agent any and all joinder agreements, financing statements, fixture filings, security agreements, pledges, assignments, mortgages, deeds of trust, opinions of counsel,assignments and all other documents (the "Additional Documents"“Additional Documents”) that Agent may reasonably request in form and substance reasonably satisfactory to Agent, to create, perfect, and continue perfected or to better perfect Agent'Agent’s Liens in 100% ofon the Equity Interests of Borrower all of the assets of Borrower and each other Subsidiary of ParentCollateral (whether now owned or hereafter arising or acquired, tangible or intangible, real or personal)intangible), to create and perfect Liens in favor of Agent in any Real Property acquired by Borrower or any other Loan Party with a fair market value in excess of $500,000, and in order to fully consummate all of the transactions contemplated hereby and under the other Loan Documents; provided that the foregoing shall not applyDocuments, subject in all cases to any Subsidiary of Parent that is a CFC if providing such documents would resultlimitations set forth in adverse tax consequences or the costs to the Loan Parties of providing such documents are unreasonably excessive (as determined by Agent in consultation with Borrower) in relation to the benefits to Agentthis Agreement and the Lenders of the security afforded thereby.other Loan Documents (including Section 5.11). To the maximum extent permitted by applicable law, if Parent,any Borrower or any other Loan Party refuses or fails to execute or deliver any reasonably requested Additional Documents within a reasonable period of time following the request to do so, each Borrower and each other Loan Party hereby authorizes Agent to execute any such Additional Documents in Parent's or the applicable Loan Party'Party’s name and authorizes Agent to file such executed Additional Documents in any appropriate filing office. In furtherance of, and not in limitation of, the foregoing, each Loan Party shall take such actions as Agent may reasonably request from time to time to ensure that the Obligations are guaranteedguarantied by the Guarantors and are secured by substantially allthe Collateral of the assets of Borrower and each other Subsidiary of Parent, including all of the outstanding capital Equity Interests of each Subsidiary of Parent (subject to exceptions and limitations contained in thesuch Loan Documents with respect to CFCs).Parties.