definiens: thereof ( as such term is defined in the UCC ), in each case, for the benefit of the Investor as security for the prompt and complete payment and performance of the Obligations . Pursuant to the Security Agreement, the Company shall pled ge ( x ) all of its Equity Interests in the Guarantors, ( y ) to the extent that any Subsidiary organized as a Massachusetts Securities Corporation owns any portion of the assets listed in clause ( ii ) of the definition of, all of its Equity Intere sts in such Subsidiary organized as a Massachusetts Securities Corporation and ( z ) to the extent that any Excluded Subsidiary owns any portion of the assets listed in clause ( ii ) of the definition of all of its equity interests in such Exclud ed Subsidiary ( provided that no more than 100 % of the non -voting Equity Interests of such Excluded Subsidiary ( if any ) and 65 % ( or such greater amount that would not reasonably be expected to result in any material adverse tax consequences to any Company P arty ) of the voting Equity Interests of such Excluded Subsidiary shall be required to be pledged ) ( such Subsidiaries referred to in clauses ( y ) and ( z ), the ), in each case, to the Investor Representative for the benefit of the Invest or to secure the Obligations . In addition, each Guarantor shall enter into the Guaranty, pursuant to which each Guarantor shall guarantee the prompt performance of the Obligations . The Company shall cause any Subsidiary ( other than any Excluded Subsidiary ) that may acquire or own any portion of the Collateral after the Initial Closing Date to enter into a Joinder Agreement to become a party to the Guaranty as Guarantor and to the Security Agreement as Grantor