Transaction Documentation. Transaction documentation reasonably satisfactory to Buyer including, but not limited to, any tax-related documents;

Loan Documentation. Administrative Agent shall have received all of the following, each dated (unless otherwise indicated or otherwise specified by Administrative Agent) the Closing Date, in form and substance satisfactory to Administrative Agent:

On the Restatement Effective Date, ​ shall cause each Domestic Subsidiary and Special Foreign Subsidiary of ​ as of the Restatement Effective Date to execute and deliver the Subsidiary Guaranty or, in the case of any Special Foreign Subsidiary, such other guaranty document as the Administrative Agent shall reasonably deem appropriate in order for such Subsidiary to provide an unconditional guaranty of the Secured Obligations and as may be enforceable under the laws of such Special Foreign Subsidiary’s jurisdiction of organization, in each case, together with such other documentation with respect to such Initial Loan Party as may be required pursuant to the terms of the Third Amendment and Restatement Agreement.

#​ will cause, and will cause each Domestic Subsidiary Guarantor to cause, all of its owned Property (but, in the case of issued and outstanding Capital Stock of the Pledge Subsidiaries owned thereby, the Applicable Pledge Percentage of such Capital Stock) to be subject at all times to first priority, perfected security interests in favor of the Administrative Agent for the benefit of the Holders of Secured Obligations to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents, subject in any case to Liens permitted by Section 7.3(F) hereof and to the delivery of such documentation following the Restatement Effective Date as ​ and the Administrative Agent shall agree in writing. Without limiting the generality of the foregoing, ​ # will cause the Applicable Pledge Percentage of the issued and outstanding Capital Stock of each Pledge Subsidiary directly owned by ​ or any Domestic Subsidiary Guarantor to be subject at all times to a first priority, perfected security interest in favor of the Administrative Agent to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents or such other security documents as the Administrative Agent shall reasonably request and # will, and will cause each Domestic Subsidiary Guarantor to, deliver Mortgages and Mortgage Instruments with respect to each Initial Mortgaged Property and each other parcel of real Property of ​ or such Domestic Subsidiary Guarantor as the Administrative Agent shall reasonably request, in each case within such time period as is reasonably required by the Administrative Agent. Notwithstanding the foregoing, # no Mortgages or Mortgage Instruments or amendments thereto described on the list of closing documents referenced in Section 3(d) of the Third Amendment and Restatement Agreement and attached as Exhibit E to this Agreement are required to be delivered hereunder prior to the date which is forty-five (45) days after the Restatement Effective Date or such later date as the Administrative Agent may agree in the exercise of its reasonable discretion with respect thereto and # the Collateral shall not be required to include the Capital Stock of any Joint Venture to the extent the organizational documents of such Joint Venture do not permit the applicable Loan Party to pledge the Capital Stock of such Joint Venture as security for the Secured Obligations (or require the consent of another Venturer therefor), except to the extent provided in the Pledge and Security Agreement.

Further Documentation. At any time and from time to time, upon the written request of the Secured Party, and at the sole expense of the Debtor, the Debtor will promptly and duly execute and deliver such further instruments and documents and take such further action as the Secured Party may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation: # filing with the Department of Motor Vehicles any mortgage or other instrument that the Secured Party deems necessary to evidence, secure and perfect the Secure Party’s security interest in the Collateral; and # filing any financing or continuation statements under the Uniform Commercial Code in effect in any jurisdiction with respect to the liens created hereby. The Debtor also hereby authorizes the Secured Party to file any such mortgage, other instrument, financing statement or continuation statement without the signature of the Debtor to the extent permitted by applicable law. A reproduction of this Agreement shall be sufficient as a financing statement or as exhibit to a financing statement on form UCC-1 for filing in any jurisdiction.

If a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Company and the [[Person A:Person]], at the time or times prescribed by applicable [[Organization C:Organization]] and at such time or times reasonably requested by the Company or the [[Person A:Person]]h documentation prescribed by applicable [[Organization C:Organization]] (including as prescribed by [Section 1471(b)(3)(C)(i)] of the Code) and such additional documentation reasonably requested by the Company or the [[Person A:Person]] as may be necessary for the Company or the [[Person A:Person]] to comply with its obligations under FATCA, to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this [clause (k)], “FATCA” shall include any amendments made to FATCA after the date of this Agreement. Notwithstanding any other provision of this [clause (k)], a Lender shall not be required to deliver any form that such Lender is not legally eligible to deliver.

Section # FATCA. Upon reasonable request, the ​ and the [[Organization A:Organization]] shall each provide the other party with any documentation it is legally entitled to

If a payment made to a Bank under any Loan Document would be subject to U.S. federal withholding tax imposed by FATCA if such Bank were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Bank shall deliver to ​ and the Agent at the time or times prescribed by law and at such time or times reasonably requested by ​ or the Agent such documentation prescribed by applicable law (including as prescribed by [Section 1471(b)(3)(C)(i)] of the Code) and such additional documentation reasonably requested by ​ or the Agent as may be necessary for ​ and the Agent to comply with their obligations under FATCA and to determine that such Bank has complied with such Bank’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this [subsection 2.15(c)], “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

If a payment made to an Investor under any Transaction Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Investor were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Investor shall deliver to Arrow and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by Arrow or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by [Section 1471(b)(3)(C)(i)] of the Code) and such additional documentation reasonably requested by Arrow or the Administrative Agent as may be necessary for Arrow and the Administrative Agent to comply with their obligations under FATCA and to determine that such Investor has complied with such Investor’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (f), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

if a payment made to a [[Organization B:Organization]] under this Agreement or any other Program Documents would be subject to U.S. federal withholding Tax imposed by FATCA if such [[Organization B:Organization]] were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such [[Organization B:Organization]] shall deliver to [[Organization C:Organization]] at the time or times prescribed by law and at such time or times reasonably requested by [[Organization C:Organization]] such documentation prescribed by applicable law (including as prescribed by [Section 1471(b)(3)(C)(i)] of the Code) and such additional documentation reasonably requested by [[Organization C:Organization]] as may be necessary for [[Organization C:Organization]] to comply with its obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this [clause (viii)], “FATCA” shall include any amendments made to FATCA after the date of this Agreement.