Common use of Additional Credit Parties Clause in Contracts

Additional Credit Parties. As soon as practicable and in any event within 30 days after any Person becomes a direct or indirect Domestic Subsidiary of the Borrower, the Borrower shall provide the Agent with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall (a) cause such Person to execute a Joinder Agreement in substantially the same form as Schedule 7.12, (b) cause 100% of the capital stock of such Person to be delivered to the Agent (together with undated stock powers signed in blank) and pledged to the Agent pursuant to an appropriate pledge agreement(s) in substantially the form of the Pledge Agreement and otherwise in form acceptable to the Agent and (c) cause such Person to (i) if such Person has any Domestic Subsidiaries, (A) deliver 100% of the capital stock of such Subsidiaries (together with undated stock powers signed in blank) to the Agent and (B) execute a pledge agreement in substantially the form of the Pledge Agreement and otherwise in form acceptable to the Agent, (ii) if such Person owns or leases any real property located in the United States of America and deemed to be material by the Agent or the Required Lenders in its or their sole reasonable discretion, execute any and all necessary mortgages, deeds of trust, deeds to secure debt or other appropriate real estate collateral documentation in form acceptable to the Agent and (iii) deliver such other documentation as the Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, environmental reports, landlord's waivers, certified resolutions and other organizational and authorizing documents of such Person and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above), all in form, content and scope reasonably satisfactory to the Agent.

Additional Credit Parties. As soon as practicable At the time any Person becomes a Material Subsidiary of a Credit Party, the Borrower shall so notify the Administrative Agent and promptly thereafter (but in any event within 30 days after any Person becomes a direct or indirect Domestic Subsidiary of the Borrower, the Borrower date thereof) shall provide the Agent with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall (a) cause such Person to execute a Joinder Agreement in substantially the same form as Schedule 7.12Exhibit 7.13, (b) cause 100% all of the capital stock of such Person to be delivered to the Collateral Agent (together with undated stock powers signed in blank) and pledged to the Collateral Agent pursuant to an appropriate pledge agreement(s) agreement in substantially the form of the Pledge Agreement Agreements and otherwise in a form reasonably acceptable to the Agent and Collateral Agent, (c) cause pledge such Person of its assets to the Lenders pursuant to a security agreement in substantially the form of the Security Agreements and otherwise in a form reasonably acceptable to the Collateral Agent, and collaterally assign any Material License Agreements to which it is a party, (id) if such Person has any Domestic Subsidiaries, (Ai) deliver 100% all of the capital stock of such Subsidiaries (together with undated stock powers signed in blank) to the Collateral Agent and (Bii) execute a pledge agreement in substantially the form of the Pledge Agreement Agreements and otherwise in a form reasonably acceptable to the Collateral Agent, (iie) if such Person owns or leases any real property located in the United States of America and deemed to be material by the Agent or the Required Lenders in its or their sole reasonable discretionproperty, execute any and all necessary mortgages, deeds of trust, deeds to secure debt or other appropriate real estate collateral documentation in a form acceptable substantially similar to the Agent Mortgages, with appropriate covenants as necessary unless the Borrower has previously exercised its rights pursuant to Section 11.19 and (iiif) deliver such other documentation as the Collateral Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, environmental reports, landlord's waivers, certified resolutions and other organizational and authorizing documents of such Person and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above), all in form, content and scope reasonably satisfactory to the AgentAgents.

Additional Credit Parties. As soon as practicable and in any event within 30 days after any Person becomes a direct or indirect Domestic Subsidiary of the Borrower, the Borrower shall provide the Agent with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall (a) if such Person is a wholly-owned Domestic Subsidiary of a Credit Party, cause such Person to execute a Joinder Agreement in substantially the same form as Schedule 7.12Exhibit 5.23, (b) if such Person is a Domestic Subsidiary of a Credit Party, cause 100% of the capital stock Capital Stock of such Person owned by such Credit Party to be delivered to the Agent (together with undated stock powers signed in blank) or if such Person is a direct Foreign Subsidiary of a Credit Party, cause 65% of the Capital Stock owned by such Credit Party entitled to vote and 100% of the Capital Stock not entitled to vote of such Person owned by such Credit Party to be delivered to the Agent (together with undated stock powers signed in blank (unless, with respect to a Foreign Subsidiary, such stock powers are deemed unnecessary by the Agent in its reasonable discretion under the law of the jurisdiction of incorporation of such Person)), and in each case pledged to the Agent pursuant to an appropriate pledge agreement(s) any necessary perfection documents in substantially the each case in a form of the Pledge Agreement and otherwise in form reasonably acceptable to the Agent and Agent, (c) cause such Person to (i) if such Person is a wholly-owned Domestic Subsidiary of a Credit Party and has any Domestic Subsidiaries, Subsidiaries (Ai) deliver all of the Capital Stock of any Domestic Subsidiaries owned by such Person and 65% of the Capital Stock entitled to vote and 100% of the capital stock Capital Stock not entitled to vote of any direct Foreign Subsidiaries owned by such Subsidiaries Person (together with undated stock powers signed in blankblank (unless, with respect to a Foreign Subsidiary, such stock powers are deemed unnecessary by the Agent in its reasonable discretion under the law of the jurisdiction of incorporation of such Person) to the Agent and (Bii) execute a pledge agreement any necessary perfection documents in substantially the each case in a form of the Pledge Agreement and otherwise in form acceptable to the Agent, (ii) if such Person owns or leases any real property located in the United States of America and deemed to be material by the Agent or the Required Lenders in its or their sole reasonable discretion, execute any and all necessary mortgages, deeds of trust, deeds to secure debt or other appropriate real estate collateral documentation in form reasonably acceptable to the Agent and (iiid) deliver such other documentation as the Agent may reasonably request in connection with the foregoing, including, including without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, environmental reports, landlord's waivers, certified resolutions and other organizational and authorizing documents of such Person and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above)Person, all in form, content and scope reasonably satisfactory to the Agent.

Additional Credit Parties. (a) As soon as practicable and in any event within 30 45 days after any Person becomes a direct or indirect Domestic Subsidiary of the Borrowerany Credit Party, the Borrower shall provide the Agent Lender with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall (a) cause such Person to execute a Joinder Agreement in substantially the same form as Schedule 7.12Exhibit E, (b) cause 100% of the capital stock Capital Stock of such Person to be delivered to the Agent Lender (together with undated stock powers signed in blank) and pledged to the Agent Lender pursuant to an appropriate pledge agreement(s) in substantially the form of the Pledge Agreement and otherwise in form acceptable to the Agent Lender in its reasonable discretion and (c) cause such Person to (i) if such Person has any Domestic Subsidiaries, (A) deliver 100% of the capital stock of such Subsidiaries (together with undated stock powers signed in blank) to the Agent and (B) execute a pledge agreement in substantially the form of the Pledge Agreement and otherwise in form acceptable to the Agent, (ii) if such Person owns or leases any real property located in the United States of America and deemed to be material by the Agent or the Required Lenders in its or their sole reasonable discretion, execute any and all necessary mortgages, deeds of trust, deeds to secure debt or other appropriate real estate collateral documentation in form acceptable to the Agent and (iii) deliver such other documentation as the Agent Lender may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, environmental reports, landlord's waivers, certified resolutions and other organizational and authorizing documents of such Person Person, and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above), all in form, content and scope reasonably satisfactory to the AgentLender. (b) As soon as practicable and in any event within 180 days after any Person becomes a Material Foreign Subsidiary of any Credit Party, the Borrower shall provide the Lender with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall cause 66% of the Capital Stock of such Person to be delivered to the Lender (together with undated stock powers signed in blank (unless, such stock powers are deemed unnecessary by the Lender in its reasonable discretion under the law of the jurisdiction of incorporation of such Person)) and pledged to the Lender pursuant to an appropriate pledge agreement(s) in form acceptable to the Lender in its reasonable discretion and cause such Person to deliver such other documentation as the Lender may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, certified resolutions and other organizational and authorizing documents of such Person, and favorable opinions of counsel to such Person all in form, content and scope reasonably satisfactory to the Lender. It is specifically understood and agreed that no Material Foreign Subsidiary shall be required to pledge any of the Capital Stock of any Foreign Subsidiary owned by such Material Foreign Subsidiary.

Additional Credit Parties. As soon as practicable At the time any Person becomes a Subsidiary of a Credit Party, the Borrower shall so notify the Agent and promptly thereafter (but in any event within 30 days after any Person becomes a direct or indirect Domestic Subsidiary of the Borrower, the Borrower date thereof) shall provide the Agent with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall (a) cause such Person to (a) if it is a Domestic Subsidiary, execute a Joinder Agreement in substantially the same form as Schedule 7.12EXHIBIT 7.13, (b) cause 100all of the capital stock of such Person (if such Person is a Domestic Subsidiary) or 65% of the capital stock of such Person (if such Person is a Foreign Subsidiary) to be delivered to the Agent (together with undated stock powers signed in blank) and pledged to the Agent pursuant to an appropriate pledge agreement(s) agreement in substantially the form of the Pledge Agreement Agreements and otherwise in a form acceptable to the Agent and (c) cause if such Person is a Domestic Subsidiary, pledge all of its assets to the Lenders pursuant to a security agreement in substantially the form of the Security Agreements and otherwise in a form acceptable to the Agent (id) if such Person has any Domestic Subsidiaries, (Ai) deliver 100all of the capital stock of such Domestic Subsidiaries and 65% of the capital stock of such Foreign Subsidiaries (together with undated stock powers signed in blank) to the Agent and (Bii) execute a pledge agreement in substantially the form of the Pledge Agreement Agreements and otherwise in a form acceptable to the Agent, Agent (iie) if such Person owns or leases any real property located in the United States of America and deemed to be material by the Agent or the Required Lenders in its or their sole reasonable discretionAmerica, execute any and all necessary mortgages, deeds of trust, deeds to secure debt debt, leasehold mortgages, collateral assignments of leaseholds or other appropriate real estate collateral documentation in a form acceptable to the Agent and (iiif) deliver such other documentation as the Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, environmental reports, landlord's landlord waivers, certified resolutions and other organizational and authorizing documents of such Person and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above), all in form, content and scope reasonably satisfactory to the Agent.

Additional Credit Parties. As soon as practicable At the time any Person becomes a Subsidiary of a Credit Party, the Borrower shall so notify the Lender and promptly thereafter (but in any event within 30 thirty (30) days after any Person becomes a direct or indirect Domestic Subsidiary of the Borrower, the Borrower date thereof) shall provide the Agent with written notice thereof setting forth information in reasonable detail describing all of the assets of cause such Person and shall (other than insurance Subsidiaries) to (a) cause such Person to execute a Joinder Agreement in substantially the same form as Schedule EXHIBIT 7.12, (b) cause 100% all of the capital stock of such Person owned by the Borrower or any other Credit Party to be delivered to the Agent Lender (together with undated stock powers signed in blank) and pledged to the Agent Lender pursuant to an appropriate pledge agreement(s) agreement in substantially the form of the Pledge Agreement and otherwise in a form reasonably acceptable to the Agent and Lender, (c) cause such Person pledge all of its assets to the Lender pursuant to a security agreement in substantially the form of the Security Agreement and otherwise in a form reasonably acceptable to the Lender, (id) if such Person has any Domestic Subsidiaries, (Ai) deliver 100% all of the capital stock of such Subsidiaries owned by such Person (together with undated stock powers signed in blank) to the Agent Lender and (Bii) execute a pledge agreement in substantially the form of the Pledge Agreement and otherwise in a form reasonably acceptable to the AgentLender, (ii) if such Person owns or leases any real property located in the United States of America and deemed to be material by the Agent or the Required Lenders in its or their sole reasonable discretion, execute any and all necessary mortgages, deeds of trust, deeds to secure debt or other appropriate real estate collateral documentation in form acceptable to the Agent and (iiie) deliver such other documentation as the Agent Lender may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, environmental reports, landlord's waivers, certified resolutions and other organizational and authorizing documents of such Person and favorable opinions opinion of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above), all in form, content and scope reasonably satisfactory to the AgentLender.

Additional Credit Parties. As soon as practicable At the time any Person becomes a Subsidiary of a Credit Party, the Borrower shall so notify the Agent and promptly thereafter (but in any event within 30 days after any Person becomes a direct or indirect Domestic Subsidiary of the Borrower, the Borrower date thereof) shall provide the Agent with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall (a) cause such Person to (a) if it is a Domestic Subsidiary, execute a Joinder Agreement in substantially the same form as Schedule 7.12Exhibit 7.13, (b) cause 100all of the capital stock of such Person (if such Person is a Domestic Subsidiary) or 65% of the capital stock of such Person (if such Person is a Foreign Subsidiary) to be delivered to the Agent (together with undated stock powers signed in blank) and pledged to the Agent pursuant to an appropriate pledge agreement(s) agreement in substantially the form of the Pledge Agreement and otherwise in a form acceptable to the Agent, (c) if such Person is a Domestic Subsidiary, pledge all of its assets to the Lenders pursuant to a security agreement in substantially the form of the Security Agreements and otherwise in a form acceptable to the Agent and (c) cause such Person to (id) if such Person has any Domestic Subsidiaries, (Ai) deliver 100all of the capital stock of such Domestic Subsidiaries and 65% of the capital stock of such Foreign Subsidiaries (together with undated stock powers signed in blank) to the Agent and (Bii) execute a pledge agreement in substantially the form of the Pledge Agreement and otherwise in a form acceptable to the Agent, Agent (iie) if such Person owns or leases any real property located in the United States of America and deemed to be material by the Agent or the Required Lenders in its or their sole reasonable discretionAmerica, execute any and all necessary mortgages, deeds of trust, deeds to secure debt debt, leasehold mortgages, collateral assignments of leaseholds or other appropriate real estate collateral documentation in a form acceptable to the Agent and (iiif) deliver such other documentation as the Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, environmental reports, landlord's landlord waivers, certified resolutions and other organizational and authorizing documents of such Person and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above), all in form, content and scope reasonably satisfactory to the Agent.

Additional Credit Parties. As soon as practicable and in any event within 30 days after any Person becomes a direct or indirect Domestic Material Subsidiary of the Borrowerany Credit Party, the Borrower shall provide the Agent with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall (a) if such Person is a Domestic Subsidiary of a Credit Party, cause such Person to execute a Joinder Agreement in substantially the same form as Schedule Exhibit 7.12, (b) cause 100% (if such Person is a Domestic Subsidiary of a Credit Party) or 65% (if such Person is a direct Material Foreign Subsidiary of a Credit Party) of the capital stock Capital Stock of such Person to be delivered to the Agent (together with undated stock powers powers, if any, signed in blank) and pledged to the Agent pursuant to an appropriate pledge agreement(s) in substantially the form of the Pledge Agreement and otherwise in form acceptable to the Agent and (c) cause such Person to (i) if such Person is a Domestic Subsidiary, to pledge all of its assets to the Agent pursuant to a security agreement in substantially the form of Security Agreement and otherwise in a form acceptable to the Agent, (d) if such Person has any Domestic Subsidiaries, Subsidiaries (Ai) deliver 100all of the Capital Stock of such Domestic Subsidiaries and 65% of the capital stock Capital Stock of such Material Foreign Subsidiaries (together with undated stock powers signed in blank) to the Agent and (Bii) execute a pledge agreement in substantially the form of the Pledge Agreement and otherwise in a form acceptable to the Agent, Agent and (iie) if such Person owns or leases any real property located in the United States of America and deemed to be material by the Agent or the Required Lenders in its or their sole reasonable discretion, execute any and all necessary mortgages, deeds of trust, deeds to secure debt debt, leasehold mortgages, collateral assignments or other appropriate real estate collateral documentation in form acceptable a form, content and scope satisfactory to the Agent and (iiiii) deliver such other documentation as the Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, environmental reports, landlord's waivers, certified resolutions and other organizational and authorizing documents of such Person and Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to aboveabove and the perfection of the Agent's liens thereunder), all in form, content and scope reasonably satisfactory to the Agent.

Additional Credit Parties. As soon as practicable and in any event within 30 days after (a) On or before the date any Person becomes a direct or indirect Domestic Subsidiary of the Borrowerany Credit Party, the Borrower shall provide the Agent with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall (a) if such Person is a Domestic Subsidiary of a Credit Party, cause such Person to execute a Joinder Agreement in substantially the same form as Schedule Exhibit 7.12, (b) cause 100% (if such Person is a Domestic Subsidiary of a Credit Party) or 65% (if such Person is a direct Foreign Subsidiary of a Credit Party) of the capital stock Capital Stock of such Person to be delivered to the Agent (together with undated stock powers signed in blankblank (unless, with respect to a Foreign Subsidiary, such stock powers are deemed unnecessary by the Agent in its reasonable discretion under the law of the jurisdiction of incorporation of such Person)) and pledged to the Agent pursuant to an appropriate pledge agreement(s) in substantially the form of the Pledge Agreement and otherwise in form acceptable to the Agent and (c) cause such Person to (i) if such Person has any Domestic Subsidiaries, (A) deliver 100% of the capital stock of such Subsidiaries (together with undated stock powers signed in blank) to the Agent and (B) execute a pledge agreement in substantially the form of the Pledge Agreement and otherwise in form acceptable appropriate UCC-1 financing statements reasonably satisfactory to the Agent. (b) As soon as practicable and in any event not later than 30 days after any Person becomes a Subsidiary of any Credit Party, (ii) if the Borrower shall cause such Person owns or leases any real property located in the United States of America and deemed to be material by the Agent or the Required Lenders in its or their sole reasonable discretion, execute any and all necessary mortgages, deeds of trust, deeds to secure debt or other appropriate real estate collateral documentation in form acceptable to the Agent and (iii) deliver such other documentation as the Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, environmental reports, landlord's waivers, certified resolutions and other organizational and authorizing documents of such Person Person, and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above), all in form, content and scope reasonably satisfactory to the Agent.

Additional Credit Parties. As soon as practicable At the time any Person becomes a Subsidiary of a Credit Party, the Borrower shall so notify the Agent and promptly thereafter (but in any event within 30 days after any Person becomes a direct or indirect Domestic Subsidiary of the Borrower, the Borrower date thereof) shall provide the Agent with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall (a) cause such Person to (a) if it is a Domestic Subsidiary, execute a Joinder Agreement in substantially the same form as Schedule 7.12Exhibit 7.13, (b) cause 100all of the capital stock of such Person (if such Person ------------ is a Domestic Subsidiary) or 65% of the capital stock of such Person (if such Person is a Foreign Subsidiary) to be delivered to the Agent (together with undated stock powers signed in blank) and pledged to the Agent pursuant to an appropriate pledge agreement(s) agreement in substantially the form of the Pledge Agreement and otherwise in a form acceptable to the Agent, (c) if such Person is a Domestic Subsidiary, pledge all of its assets to the Lenders pursuant to a security agreement in substantially the form of the Security Agreements and otherwise in a form acceptable to the Agent and (c) cause such Person to (id) if such Person has any Domestic Subsidiaries, (Ai) deliver 100all of the capital stock of such Domestic Subsidiaries and 65% of the capital stock of such Foreign Subsidiaries (together with undated stock powers signed in blank) to the Agent and (Bii) execute a pledge agreement in substantially the form of the Pledge Agreement and otherwise in a form acceptable to the Agent, Agent (iie) if such Person owns or leases any real property located in the United States of America and deemed to be material by the Agent or the Required Lenders in its or their sole reasonable discretionAmerica, execute any and all necessary mortgages, deeds of trust, deeds to secure debt debt, leasehold mortgages, collateral assignments of leaseholds or other appropriate real estate collateral documentation in a form acceptable to the Agent and (iiif) deliver such other documentation as the Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, environmental reports, landlord's landlord waivers, certified resolutions and other organizational and authorizing documents of such Person and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above), all in form, content and scope reasonably satisfactory to the Agent.

Additional Credit Parties. As soon as practicable and in any event within 30 days after any Person becomes a direct or indirect Domestic Subsidiary of the Borrowerany Credit Party, the Borrower shall provide the Agent with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall (a) if such Person is a Domestic Subsidiary of a Credit Party, cause such Person to execute a Joinder Agreement in substantially the same form as Schedule EXHIBIT 7.12, (b) cause 100% (if such Person is a Domestic Subsidiary of a Credit Party) or 65% (if such Person is a direct Foreign Subsidiary of the capital stock Borrower or a Domestic Subsidiary) of the Capital Stock of such Person to be delivered to the Agent (together with undated stock powers signed in blankblank (unless, with respect to a Foreign Subsidiary, such stock powers are deemed unnecessary by the Agent in its reasonable discretion under the law of the jurisdiction of incorporation of such Person)) and pledged to the Agent pursuant to an appropriate pledge agreement(s) in substantially the form of the Pledge Agreement and otherwise in form acceptable to the Agent and (c) cause such Person (if such Person is a Domestic Subsidiary) to (i) if such Person has any Domestic Subsidiaries, (A) deliver 100% of the capital stock of such Subsidiaries (together with undated stock powers signed in blank) to the Agent and (B) execute a pledge agreement in substantially the form of the Pledge Agreement and otherwise in form acceptable to the Agent, (ii) if such Person owns or leases any real property located in the United States of America and or deemed to be material by the Agent or the Required Lenders in its or their sole reasonable discretion, execute any deliver to the Agent with respect to such real property documents, instruments and other items of the types required to be delivered by the Agent all necessary mortgagesin form, deeds of trust, deeds to secure debt or other appropriate real estate collateral documentation in form acceptable content and scope reasonably satisfactory to the Agent and (iiiii) deliver such other documentation as the Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, environmental reports, landlord's waivers, certified resolutions and other organizational and authorizing documents of such Person and Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to aboveabove and the perfection of the Agent's liens thereunder) and other items of the types required to be delivered pursuant to Section 5.1(f), all in form, content and scope reasonably satisfactory to the Agent.

Additional Credit Parties. (a) As soon as practicable and in any event within 30 days after any Person becomes a direct or indirect Domestic Subsidiary of the Borrowerany Credit Party, the Borrower Borrowers shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall (ai) if such Person is a Domestic Subsidiary of a Credit Party, cause such Person to execute become a Guarantor by executing a Joinder Agreement in substantially the same form as Schedule 7.12Exhibit F-1, (bii) cause 100% (or, if less, the full amount owned by the applicable Credit Party) if such Person is a Domestic Subsidiary of a Credit Party or 66% (or, if less, the full amount owned by the applicable Credit Party) if such Person is a direct Foreign Subsidiary of a Credit Party of the capital stock Capital Stock of such Person to be delivered to the Administrative Agent (together with undated stock powers signed in blankblank (unless, with respect to a Foreign Subsidiary, such stock powers are deemed unnecessary by the Administrative Agent in its reasonable discretion under the law of the jurisdiction of incorporation of such Person)) and pledged to the Administrative Agent pursuant to an appropriate pledge agreement(s) in substantially the form of the Pledge Agreement and otherwise in form acceptable to the Administrative Agent and (c) cause such Person to (i) if such Person has any Domestic Subsidiaries, (A) deliver 100% of the capital stock of such Subsidiaries (together with undated stock powers signed in blank) to the Agent and (B) execute a pledge agreement in substantially the form of the Pledge Agreement and otherwise in form acceptable to the Agent, (ii) if such Person owns or leases any real property located in the United States of America and deemed to be material by the Agent or the Required Lenders in its or their sole reasonable discretion, execute any and all necessary mortgages, deeds of trust, deeds to secure debt or other appropriate real estate collateral documentation in form acceptable to the Agent and (iii) deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, environmental reports, landlord's ’s waivers, certified resolutions and other organizational and authorizing documents of such Person and Person, and, if requested by the Administrative Agent, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above), all in form, content and scope reasonably satisfactory to the Administrative Agent. (b) Notwithstanding Section 7.26(a)(i), if Borrowers desire that a Target (or, with the consent of the Administrative Agent, any other new Subsidiary) be a “Borrower” rather than a “Guarantor”, the Borrowers shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing such Person and shall (a) cause such Person to execute a Joinder Agreement in substantially the same form as Exhibit F-2, (b) cause 100% of the Capital Stock of such Person to be delivered to the Administrative Agent (together with undated stock powers signed in blank) and pledged to the Administrative Agent pursuant to an appropriate pledge agreement(s) in form acceptable to the Administrative Agent and (c) cause such Person to deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, landlord’s waivers, certified resolutions and other organizational and authorizing documents of such Person, and favorable opinions of counsel to such Person all in form, content and scope reasonably satisfactory to the Administrative Agent.

Additional Credit Parties. As soon as practicable and in any event within 30 days after any Person becomes a direct or indirect Domestic Subsidiary of the BorrowerCompany, the Borrower Company shall provide the Collateral Agent with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall (a) cause such Person to execute a Joinder Agreement in substantially the same form as Schedule 7.12Exhibit S, (b) so long as no Senior Indebtedness is outstanding, cause 100% certificates representing all of the capital stock of held by such Person to be delivered to the Collateral Agent (together with undated stock powers signed in blank) and pledged to the Collateral Agent pursuant to an appropriate pledge agreement(s) agreement in substantially the form of the Pledge Agreement and otherwise in form acceptable to the Collateral Agent and (c) cause such Person to (i) if such Person has any Domestic Subsidiaries, (A) so long as no Senior Indebtedness is outstanding, deliver 100% certificates representing all of the capital stock of held by such Subsidiaries (together with undated stock powers signed in blank) to the Collateral Agent and (B) execute a pledge agreement in substantially the form of the Pledge Agreement and otherwise in form acceptable to the Collateral Agent, and (ii) if such Person owns or leases any real property located in the United States of America and deemed to be material by the Agent or the Required Lenders in its or their sole reasonable discretion, execute any and all necessary mortgages, deeds of trust, deeds to secure debt or other appropriate real estate collateral documentation in form acceptable to the Agent and (iii) deliver such other documentation as the Collateral Agent may reasonably request in connection with the foregoing, including, without limitation, including appropriate UCC-1 financing statements, real estate title insurance policies, environmental reports, landlord's waivers, certified resolutions and other organizational and authorizing documents of such Person and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above)Person, all in form, content and scope reasonably satisfactory to the Collateral Agent. In addition, at the request of the Collateral Agent, the Company will use reasonable efforts to obtain and deliver landlord's waivers.

Additional Credit Parties. As soon as practicable (a) At the time any Person becomes a direct Subsidiary of a Domestic Credit Party, the Borrower shall so notify the Administrative Agent and promptly thereafter (but in any event within 30 days after any Person becomes a direct or indirect Domestic Subsidiary of the Borrower, the Borrower shall provide the Agent with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and date thereof) shall (ai) cause such Person (if it is a Domestic Subsidiary) to execute a Joinder Agreement in substantially the same form as Schedule 7.1298 105 Exhibit 7.13(a), (bii) (A) cause 100all of the Capital Stock of such Person (if such Person is a Domestic Subsidiary) or 65% of the capital stock Capital Stock of such Person (if such Person is a direct Foreign Subsidiary owned by a Domestic Credit Party) to be delivered to the Collateral Agent (together with undated stock powers signed in blank) and pledged to the Collateral Agent pursuant to an appropriate pledge agreement(s) agreement in substantially the form of the Pledge Agreement and otherwise in a form acceptable to the Agent and Collateral Agent, (c) cause such Person to (iB) if such Person is a Domestic Subsidiary, pledge all of its assets to the Lenders pursuant to a security agreement in substantially the form of the Security Agreement and otherwise in a form acceptable to the Collateral Agent, (C) if such Person is a Domestic Subsidiary and has any Domestic Subsidiaries, (A1) deliver 100all of the Capital Stock of such Person's Domestic Subsidiaries and 65% of the capital stock Capital Stock of such Person's direct Foreign Subsidiaries (together with undated stock powers signed in blank) to the Collateral Agent and (B2) execute a pledge agreement in substantially the form of the Pledge Agreement and otherwise in a form acceptable to the Collateral Agent, (iiD) if such Person is a Domestic Subsidiary and owns or leases in fee any real property located in the United States of America and deemed to be material by the Agent or the Required Lenders in its or their sole reasonable discretionAmerica, execute any and all necessary mortgages, deeds of trust, deeds to secure debt or other appropriate real estate collateral documentation in a form acceptable substantially similar to the Agent Mortgages, as the case may be, with appropriate covenants as necessary and (iiiE) deliver such other documentation as the Collateral Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, environmental reports, landlord's reports and landlord waivers, and (iii) cause such Person to deliver certified resolutions and other organizational and authorizing documents of such Person and opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above); it being understood that all of the documentation, agreements, instruments, certificates and opinions to be delivered pursuant to (i), (ii) and (iii) above shall be in form, content and scope reasonably satisfactory to the Collateral Agent. (b) At the time any Person becomes a Subsidiary of a Foreign Subsidiary Borrower (or a foreign parent, direct or indirect, of a Foreign Subsidiary Borrower) the Borrower shall so notify the Administrative Agent and promptly thereafter (but in any event within 45 days after the date thereof) shall (i) cause such Person to execute a Foreign Guaranty Agreement with respect to the Foreign Currency Loans of the Foreign Subsidiary Borrower in question (ii) cause all of the Capital Stock of such Person to be delivered (if certificated) to the Collateral Agent (together with undated stock powers signed in blank) and pledged to the Collateral Agent pursuant to an appropriate pledge agreement in a form acceptable to the Collateral Agent, (iii) pledge all of its assets to the Lenders pursuant to a security agreement in a form acceptable to the Collateral Agent, (iv) if such Person has any Subsidiaries, (A) deliver all of the Capital Stock (if certificated) of such Subsidiaries (together with undated stock powers signed in blank) to the Collateral Agent and (B) execute a pledge agreement in a form acceptable to the Collateral Agent, (v) if such Person owns any real property, execute any and all necessary mortgage instruments or other appropriate real estate collateral documentation, with appropriate covenants as necessary, (vi) deliver such other documentation as the Collateral Agent may reasonably request in connection with the foregoing, and (vii) cause such Person to deliver certified resolutions and other organizational and authorizing documents of such Person and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above); it being understood that all of the documentation, all agreements, instruments, certificates and opinions to be delivered shall be in form, content and scope reasonably satisfactory to the AgentCollateral Agent and that all collateral documentation delivered pursuant to this subsection (b) shall be delivered to secure only the Foreign Currency Loans of the Foreign Subsidiary Borrower in question.

Additional Credit Parties. As soon as practicable At the time any Person becomes a Subsidiary of a Credit Party, the Borrower shall so notify the Administrative Agent and promptly thereafter (but in any event within 30 days after any Person becomes a direct or indirect Domestic Subsidiary of the Borrower, the Borrower date thereof) shall provide the Agent with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall (a) cause such Person to (a) if it is a Material Subsidiary, execute a Joinder Agreement in substantially the same form as Schedule 7.12Exhibit 7.13, (b) cause 100% all of the capital stock of such Person to be delivered to the Collateral Agent (together with undated stock powers signed in blank) and pledged to the Collateral Agent pursuant to an appropriate pledge agreement(s) agreement in substantially the form of the Pledge Agreement Agreements (or a joinder to an existing Pledge Agreement) or in a form of a UK Collateral Document, as applicable, and otherwise in a form acceptable to the Agent and Collateral Agent, (c) cause such Person pledge all of its assets to the Collateral Agent pursuant to a security agreement in substantially the form of the Security Agreements (ior a joinder to an existing Security Agreement) or in a form of a UK Collateral Document, as applicable, and otherwise in a form acceptable to the Collateral Agent, and (d) if such Person has any Domestic Material Subsidiaries, (A) deliver 100% all of the capital stock of such Material Subsidiaries owned by it (together with undated stock powers signed in blank) to the Collateral Agent and (B) execute a pledge agreement in substantially the form of the Pledge Agreement Agreements (or a joinder to an existing Pledge Agreement) or in a form of a UK Collateral Document, as applicable, and otherwise in a form acceptable to the Collateral Agent, (iie) if such Person owns or leases any real property located in the United States of America and deemed to be material by the Agent or the Required Lenders in its or their sole reasonable discretionproperty, execute any and all necessary mortgages, deeds of trust, deeds to secure debt or other appropriate real estate collateral documentation in a form acceptable to the Collateral Agent (or cause to be delivered in a commercially reasonable manner a landlord waiver or estoppel letter with respect thereto in a form acceptable to the Collateral Agent) and (iiif) deliver such other documentation as the Collateral Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, environmental reports, landlord's waiversstatements (or their equivalent), certified resolutions and other organizational and authorizing documents of such Person and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above), all in form, content and scope reasonably satisfactory to the Collateral Agent.

Additional Credit Parties. As soon as practicable At the time any Person becomes a Subsidiary of a Credit Party, the Borrower shall so notify the Agent and promptly thereafter (but in any event within 30 days after any Person becomes a direct or indirect Domestic Subsidiary of the Borrower, the Borrower date thereof) shall provide the Agent with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall (a) cause such Person to (a) if it is a Domestic Subsidiary, execute a Joinder Agreement in substantially the same form as Schedule 7.12Exhibit 7.13, (b) cause 100all of the capital stock of such Person (if such Person is a Domestic Subsidiary) or 65% of the capital stock of such Person (if such Person is a Foreign Subsidiary) to be delivered to the Agent (together with undated stock powers signed in blank) and pledged to the Agent pursuant to an appropriate pledge agreement(s) agreement in substantially the form of the Pledge Agreement and otherwise in a form acceptable to the Agent and Agent, (c) cause if such Person is a Domestic Subsidiary, pledge all of its assets to the Lenders pursuant to a security agreement in substantially the form of the Security Agreements and otherwise in a form acceptable to the Agent, (id) if such Person has any Domestic Subsidiaries, (Ai) deliver 100all of the capital stock of such Domestic Subsidiaries and 65% of the capital stock of such Foreign Subsidiaries (together with undated stock powers signed in blank) to the Agent and (Bii) execute a pledge agreement in substantially the form of the Pledge Agreement and otherwise in a form acceptable to the Agent, (iie) if such Person owns or leases any real property located in the United States of America and deemed to be material by the Agent or the Required Lenders in its or their sole reasonable discretionAmerica, execute any and all necessary mortgages, deeds of trust, deeds to secure debt debt, leasehold mortgages, collateral assignments of leaseholds or other appropriate real estate collateral documentation in a form acceptable to the Agent and (iiif) deliver such other documentation as the Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, environmental reports, landlord's landlord waivers, certified resolutions and other organizational and authorizing documents of such Person and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above), all in form, content and scope reasonably satisfactory to the Agent.

Additional Credit Parties. As soon as practicable and in any event within 30 days after Contemporaneously with any Person becomes becoming a direct or indirect Domestic Subsidiary of the Borrowerany Credit Party, the Borrower shall provide the Agent with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall (a) cause such Person to execute a Joinder Agreement in substantially the same form as Schedule 7.12EXHIBIT J, and (b) cause 100% of the capital stock Capital Stock of such Person to be delivered to the Agent (together with undated stock powers signed in blank) and pledged to be subject at all times to a first priority, perfected Lien in favor of the Agent pursuant to an appropriate pledge agreement(s) in substantially the form of the Pledge Agreement and otherwise in form acceptable Collateral Documents, subject only to the Agent Permitted Liens, and (c) cause such Person to (i) if such Person has any Domestic Subsidiaries, (A) deliver 100% of the capital stock of such Subsidiaries (together with undated stock powers signed in blank) to the Agent and (B) execute a pledge agreement in substantially the form of the Pledge Agreement and otherwise in form acceptable to the Agent, (ii) if such Person owns or leases any real property located in the United States of America and deemed to be material by the Agent or the Required Lenders in its or their sole reasonable discretion, execute any and all necessary mortgages, deeds of trust, deeds to secure debt or other appropriate real estate collateral documentation in form acceptable to the Agent and (iii) deliver such other documentation as the Agent may reasonably request in connection with the foregoing, including, without limitation, including appropriate UCC-1 financing statements, real estate title insurance policies, environmental reports, landlord's waivers, certified resolutions and other organizational and authorizing documents of such Person and Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to aboveabove and the perfection of the Agent's liens thereunder), all in form, content and scope reasonably satisfactory to the Agent. Contemporaneously with any Person becoming a direct Foreign Subsidiary of the Borrower or any Domestic Subsidiary of the Borrower, the Borrower or such Domestic Subsidiary shall provide the Agent with written notice thereof and shall cause sixty-five percent (65%) of such Person's Capital Stock (for so long as the pledge of any greater percentage would have adverse tax consequences to the Credit Parties), to be delivered to the Agent (together with undated stock powers signed in blank unless such stock powers are deemed unnecessary by the Agent in its reasonable discretion under the law of the jurisdiction of incorporation of such Person) and to be subject at all times to a first priority, perfected Lien in favor of the Agent pursuant to the Collateral Documents, subject only to Permitted Liens and shall further deliver such other documentation as the Agent may reasonably request in connection with the foregoing including appropriate UCC-1 financing statements, certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person which cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Agent's liens thereunder.

Additional Credit Parties. As soon as practicable At the time any Person becomes a Subsidiary of a Credit Party, the Borrower shall so notify the Administrative Agent and promptly thereafter (but in any event within 30 days after any Person becomes a direct or indirect Domestic Subsidiary of the Borrower, the Borrower date thereof) shall provide the Agent with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall (a) cause such Person to (a) if it is a Domestic Subsidiary, execute a Joinder Agreement in substantially the same form as Schedule 7.12Exhibit 7.12(a), (b) cause 100all of the Capital Stock of such Person (if it is a Domestic Subsidiary) or 65% of the capital stock Capital Stock of such Person (if it is a First Tier Foreign Subsidiary) to be delivered to the Collateral Agent (together with undated stock powers signed in blank) and pledged to the Collateral Agent pursuant to an appropriate pledge agreement(s) a joinder to the existing Pledge Agreement in substantially the same form of the Pledge Agreement and otherwise in form acceptable to the Agent and as Exhibit 7.12(b), (c) cause such Person to (i) if such Person is a Domestic Subsidiary and has any Domestic Subsidiaries, (A) deliver 100all of the Capital Stock of such Domestic Subsidiaries owned by it and 65% of the capital stock of such the First Tier Foreign Subsidiaries owned by it (together with undated stock powers signed in blank) to the Collateral Agent and (B) execute a pledge agreement joinder to the existing Pledge Agreement in substantially the same form of the Pledge Agreement and otherwise in form acceptable to the Agentas Exhibit 7.12(b), (ii) if such Person owns or leases any real property located in the United States of America and deemed to be material by the Agent or the Required Lenders in its or their sole reasonable discretion, execute any and all necessary mortgages, deeds of trust, deeds to secure debt or other appropriate real estate collateral documentation in form acceptable to the Agent and (iiid) deliver such other documentation as the Collateral Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, environmental reports, landlord's waivers, certified resolutions and other organizational and authorizing documents of such Person and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above), all in form, content and scope reasonably satisfactory to the Collateral Agent and the Required Holders and (e) provide (i) to the Administrative Agent a new Schedule 6.15 which shall reflect the information regarding such new Subsidiary required by Section 6.15 and (ii) to the Collateral Agent, if applicable, a new Schedule 2(a) to the appropriate Pledge Agreement which shall reflect the pledge of the Capital Stock of such new Subsidiary.

Additional Credit Parties. As soon as practicable At the time any Person becomes a Subsidiary of a Credit Party, the Borrower shall so notify the Agent and promptly thereafter (but in any event within 30 days after any Person becomes a direct or indirect Domestic Subsidiary of the Borrower, the Borrower date thereof) shall provide the Agent with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall (a) cause such Person to (a) if it is a Domestic Subsidiary, execute a Joinder Agreement in substantially the same form as Schedule 7.12Exhibit 7.13, (b) cause 100all of the capital stock of such Person (if such Person is a Domestic Subsidiary) or 65% of the capital stock of such Person (if such Person is a Foreign Subsidiary) to be delivered to the Agent (together with undated stock powers signed in blank) and pledged to the Agent pursuant to an appropriate pledge agreement(s) agreement in substantially the form of the Pledge Agreement and otherwise in a form acceptable to the Agent and Agent, (c) cause if such Person is a Domestic Subsidiary, pledge all of its assets to the Lenders pursuant to a security agreement in substantially the form of the Security Agreements and otherwise in a form acceptable to the Agent, (id) if such Person has any Domestic Subsidiaries, (Ai) deliver 100all of the capital stock of such Domestic Subsidiaries and 65% of the capital stock of such Foreign Subsidiaries (together with undated stock powers signed in blank) to the Agent and (Bii) execute a pledge agreement in substantially the form of the Pledge Agreement and otherwise in a form acceptable to the Agent, (iie) if such Person owns or leases any real property located in the United States of America and deemed to be material by the Agent or the Required Lenders in its or their sole reasonable discretionAmerica, execute any and all necessary mortgages, deeds of trust, deeds to secure debt debt, leasehold mortgages, collateral assignments of leaseholds or other appropriate real estate collateral documentation in a form acceptable to the Agent and (iiif) deliver such other documentation as the Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, environmental reports, landlord's landlord waivers, certified resolutions and other organizational and authorizing documents of such Person and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above), all in form, content and scope reasonably satisfactory to the Agent.which

Additional Credit Parties. As soon as practicable and in any event within 30 days after any Person becomes a direct or indirect Domestic Subsidiary of the Borrowerany Credit Party, the Borrower shall provide the Agent with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall (a) cause such Person to execute a Joinder Agreement in substantially the same form as Schedule Exhibit 7.12, (b) cause 100% of the capital stock Capital Stock of such Person to be delivered to the Agent (together with undated stock powers signed in blank) and pledged to the Agent pursuant to an appropriate pledge agreement(s) in substantially the form of the Pledge Agreement and otherwise in form acceptable to the Agent and (c) cause such Person to (i) if such Person has any Domestic Subsidiaries, (A) deliver 100% of the capital stock of such Subsidiaries (together with undated stock powers signed in blank) to the Agent and (B) execute a pledge agreement in substantially the form of the Pledge Agreement and otherwise in form acceptable to the Agent, (ii) if such Person owns or leases any real property located in the United States of America and or deemed to be material by the Agent or the Required Lenders in its or their sole reasonable discretion, execute any deliver to the Agent with respect to such real property documents, instruments and other items of the types required to be delivered pursuant to Section 5.1(e) all necessary mortgagesin form, deeds of trust, deeds to secure debt or other appropriate real estate collateral documentation in form acceptable content and scope reasonably satisfactory to the Agent and (iiiii) deliver such other documentation as the Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, environmental reports, landlord's waivers, certified resolutions and other organizational and authorizing documents of such Person and Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to aboveabove and the perfection of the Agent's liens thereunder) and other items of the types required to be delivered pursuant to Section 5.1(b), (c), (d) and (e), all in form, content and scope reasonably satisfactory to the Agent.

Additional Credit Parties. As soon as practicable At the time any Person becomes a Subsidiary of a Credit Party, the Borrower shall so notify the Agent and promptly thereafter (but in any event within 30 days after any Person becomes a direct or indirect Domestic Subsidiary of the Borrower, the Borrower date thereof) shall provide the Agent with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall (a) cause such Person to (a) if it is a Domestic Subsidiary, execute a Joinder Agreement in substantially the same form as Schedule 7.12Exhibit 8.13 attached hereto, (b) cause 100all of the capital stock of such Person (if it is a Domestic Subsidiary) or 65% of the capital stock of such Person (if it is a direct Foreign Subsidiary) to be delivered to the Agent (together with undated stock powers signed in blank) and pledged to the Agent pursuant to an appropriate pledge agreement(s) agreement in substantially the form of the Pledge Agreement and otherwise in a form acceptable to the Agent and Agent, (c) cause such Person to (i) if such Person is a Domestic Subsidiary, pledge all of its assets to the Lenders pursuant to a security agreement in substantially the form of the Security Agreement and otherwise in a form acceptable to the Agent, and (d) if such Person is a Domestic Subsidiary and has any Domestic Subsidiaries, (A) deliver 100% all of the capital stock of such Domestic Subsidiaries and 65% of the stock of the direct Foreign Subsidiaries (together with undated stock powers signed in blank) to the Agent and (B) execute a pledge agreement in substantially the form of the Pledge Agreement and otherwise in a form acceptable to the Agent, (iie) if such Person is a Domestic Subsidiary and owns or leases any real property located in the United States of America and deemed to be material by the Agent or the Required Lenders in its or their sole reasonable discretionproperty, execute any and all necessary mortgages, deeds of trust, deeds to secure debt or other appropriate real estate collateral documentation in a form acceptable to the Agent and (iiif) deliver such other documentation as the Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, environmental reports, landlord's waivers, certified resolutions and other organizational and authorizing documents of such Person and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above), all in form, content and scope reasonably satisfactory to the Agent.

Additional Credit Parties. (a) As soon as practicable and in any event within 30 45 days after any Person becomes a direct or indirect Domestic Subsidiary of the Borrowerany Credit Party, the Borrower shall provide the Agent Lenders with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall (a) cause such Person to execute a Joinder Agreement in substantially the same form as Schedule 7.12Exhibit E, (b) subject to the terms of the Intercreditor Agreement, cause 100% of the capital stock Capital Stock of such Person to be delivered to the Collateral Agent (together with undated stock powers or copies thereof, as applicable, signed in blank) and pledged to the Collateral Agent pursuant to an appropriate pledge agreement(s) in substantially the form of the Pledge Agreement and otherwise in form acceptable to the Collateral Agent in its reasonable discretion and (c) cause such Person to (i) if such Person has any Domestic Subsidiaries, (A) deliver 100% of the capital stock of such Subsidiaries (together with undated stock powers signed in blank) to the Agent and (B) execute a pledge agreement in substantially the form of the Pledge Agreement and otherwise in form acceptable to the Agent, (ii) if such Person owns or leases any real property located in the United States of America and deemed to be material by the Agent or the Required Lenders in its or their sole reasonable discretion, execute any and all necessary mortgages, deeds of trust, deeds to secure debt or other appropriate real estate collateral documentation in form acceptable to the Agent and (iii) deliver such other documentation as the Collateral Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, environmental reports, landlord's waivers, certified resolutions and other organizational and authorizing documents of such Person Person, and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above), all in form, content and scope reasonably satisfactory to the Collateral Agent. (b) As soon as practicable and in any event within 180 days after any Person becomes a Material Foreign Subsidiary of any Credit Party, the Borrower shall provide the Lenders with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall, subject to the terms of the Intercreditor Agreement, cause 66% of the Capital Stock of such Person to be delivered to the Collateral Agent (together with undated stock powers or copies thereof, as applicable, signed in blank (unless, such stock powers are deemed unnecessary by the Collateral Agent in its reasonable discretion under the law of the jurisdiction of incorporation of such Person)) and pledged to the Collateral Agent pursuant to an appropriate pledge agreement(s) in form acceptable to the Collateral Agent in its reasonable discretion and cause such Person to deliver such other documentation as the Collateral Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, certified resolutions and other organizational and authorizing documents of such Person, and favorable opinions of counsel to such Person all in form, content and scope reasonably satisfactory to the Collateral Agent. It is specifically understood and agreed that no Material Foreign Subsidiary shall be required to pledge any of the Capital Stock of any Foreign Subsidiary owned by such Material Foreign Subsidiary. (A) If the Working Capital Lender is granted a Lien in any property of any Credit Party or any guarantor or any other person or entity as security for the Working Capital Facility, as in effect from time to time, the Lenders, shall also promptly receive a Lien in such property, subject to the terms of Intercreditor Agreement, pursuant to documentation reasonably 42 satisfactory to the Required Lenders and the Collateral Agent (including, without limitation, the additional collateral required by the Working Capital Lender pursuant to the Working Capital Amendment) and (B) if any Person guarantees, or otherwise becomes an obligor on, all or any portion of the Working Capital Facility, as in effect from time to time, a comparable guaranty or other instruments is promptly obtained in favor of the Lenders in connection with the obligations hereunder, pursuant to documentation reasonably satisfactory to the Lenders.

Additional Credit Parties. As soon as practicable and in any event within 30 days after any Person becomes a direct or indirect Domestic Subsidiary of the Borrowerany Credit Party, the Borrower shall provide the Agent with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall (a) cause such Person to execute a Joinder Agreement in substantially the same form as Schedule Exhibit 7.12, (b) cause 100% of the capital stock Capital Stock of such Person to be ------------ delivered to the Agent (together with undated stock powers signed in blankblank (unless, with respect to a Foreign Subsidiary, such stock powers are deemed unnecessary by the Agent in its reasonable discretion under the law of the jurisdiction of incorporation of such Person)) and pledged to the Agent pursuant to an appropriate pledge agreement(s) in substantially the form of the Pledge Agreement and otherwise in form acceptable to the Agent and (c) cause such Person to (i) if such Person has any Domestic Subsidiaries, (A) deliver 100% of the capital stock of such Subsidiaries (together with undated stock powers signed in blank) to the Agent and (B) execute a pledge agreement in substantially the form of the Pledge Agreement and otherwise in form acceptable to the Agent, (ii) if such Person owns or leases any real property located in the United States of America and or deemed to be material by the Agent or the Required Lenders in its or their sole reasonable discretion, execute any deliver to the Agent with respect to such real property documents, instruments and other items of the types required to be delivered pursuant to Section 5.1(6) all necessary mortgagesin form, deeds of trust, deeds to secure debt or other appropriate real estate collateral documentation in form acceptable content and scope reasonably satisfactory to the Agent and (iiiii) deliver such other documentation as the Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, environmental reports, landlord's waivers, certified resolutions and other organizational and authorizing documents of such Person and Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above)above and the perfection of the Agent's liens thereunder) and other items of the types required to be delivered pursuant to Section 5.1, all in form, content and scope reasonably satisfactory to the Agent.

Additional Credit Parties. As soon as practicable and in any event within 30 days after any Person becomes a direct or indirect Domestic Subsidiary of the Borrowerany Credit Party, the Borrower shall provide the Agent with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall (a) if such Person is a Domestic Subsidiary of a Credit Party, cause such Person to execute a Joinder Agreement in substantially the same form as Schedule Exhibit 7.12, (b) cause 100% (if such Person is a Domestic Subsidiary of a Credit Party) or 66% (if such Person is a direct Material Foreign Subsidiary of a Credit Party) of the capital stock Capital Stock of such Person to be delivered to the Agent (together with undated stock powers powers, if any, signed in blank) and pledged to the Agent pursuant to an appropriate pledge agreement(s) in substantially the form of the Pledge Agreement and otherwise in form acceptable to the Agent and (c) cause such Person to (i) if such Person is a Domestic Subsidiary, to pledge all of its assets to the Agent pursuant to a security agreement in substantially the form of Security Agreement and otherwise in a form acceptable to the Agent, (d) if such Person has any Domestic Subsidiaries, Subsidiaries (Ai) deliver 100all of the Capital Stock of such Domestic Subsidiaries and 66% of the capital stock Capital Stock of such Material Foreign Subsidiaries (together with undated stock powers signed in blank) to the Agent and (Bii) execute a pledge agreement in substantially the form of the Pledge Agreement and otherwise in a form acceptable to the Agent, Agent and (iie) if such Person owns or leases any real property located in the United States of America and deemed to be material by the Agent or the Required Lenders in its or their sole reasonable discretion, execute any and all necessary mortgages, deeds of trust, deeds to secure debt debt, leasehold mortgages, collateral assignments or other appropriate real estate collateral documentation in form acceptable a form, content and scope satisfactory to the Agent and (iiiii) deliver such other documentation as the Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, environmental reports, landlord's waivers, certified resolutions and other organizational and authorizing documents of such Person and Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to aboveabove and the perfection of the Agent's liens thereunder), all in form, content and scope reasonably satisfactory to the Agent.

Additional Credit Parties. As soon as practicable and in any event within 30 60 days after any Person becomes a direct or indirect Domestic Subsidiary of the Borrowerany Credit Party, the Borrower shall provide the Agent with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall (a) if such Person is a Domestic Subsidiary of a Credit Party, cause such Person to execute a Joinder Agreement in substantially the same form as Schedule EXHIBIT 7.12, (b) cause 100% (if such Person is a Domestic Subsidiary of a Credit Party) or 65% (if such Person is a direct Foreign Subsidiary of a Credit Party) of the capital stock Capital Stock of such Person to be delivered to the Agent (together with undated stock powers signed in blankblank (unless, with respect to a Foreign Subsidiary, such stock powers are deemed unnecessary by the Agent in its reasonable discretion under the law of the jurisdiction of incorporation of such Person)) and pledged to the Agent pursuant to an appropriate pledge agreement(s) in substantially the form of the Pledge Agreement and otherwise in form acceptable to the Agent and (c) cause such Person to (i) if such Person has any Domestic Subsidiaries, (A) deliver 100% of the capital stock of such Subsidiaries (together with undated stock powers signed in blank) to the Agent and (B) execute a pledge agreement in substantially the form of the Pledge Agreement and otherwise in form acceptable to the Agent, (ii) if such Person owns or leases any real property located in the United States of America and or deemed to be material by the Agent or the Required Lenders in its or their sole reasonable discretion, execute any deliver to the Agent with respect to such real property documents, instruments and other items of the types required to be delivered by the Agent all necessary mortgagesin form, deeds of trust, deeds to secure debt or other appropriate real estate collateral documentation in form acceptable content and scope reasonably satisfactory to the Agent and (iiiii) deliver such other documentation as the Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, environmental reports, landlord's waivers, certified resolutions and other organizational and authorizing documents of such Person and Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to aboveabove and the perfection of the Agent's liens thereunder) and other items of the types required to be delivered pursuant to Section 5.1(e), all in form, content and scope reasonably satisfactory to the Agent.

Additional Credit Parties. As soon as practicable At the time any Person becomes a Subsidiary of a Credit Party, the Borrower shall so notify the Agent and promptly thereafter (but in any event within 30 days after any Person becomes a direct or indirect Domestic Subsidiary of the Borrower, the Borrower date thereof) shall provide the Agent with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall (a) cause such Person to if it is a Domestic Subsidiary, execute a Joinder Agreement in substantially the same form as Schedule 7.12EXHIBIT 7.13, (b) cause 100all of the capital stock of such Person (if such Person is a Domestic Subsidiary) or 65% of the capital stock of such Person (if such Person is a Foreign Subsidiary) to be delivered to the Agent (together with undated stock powers signed in blank) and pledged to the Agent pursuant to an appropriate pledge agreement(s) agreement in substantially the form of the Pledge Agreement Agreements and otherwise in a form acceptable to the Agent and Agent, (c) cause if such Person is a Domestic Subsidiary, pledge all of its assets to the Lenders pursuant to a security agreement in substantially the form of the Security Agreements and otherwise in a form acceptable to the Agent, (id) if such Person has any Domestic Subsidiaries, (Ai) deliver 100all of the capital stock of such Domestic Subsidiaries and 65% of the capital stock of such Foreign Subsidiaries (together with undated stock powers signed in blank) to the Agent and (Bii) execute a pledge agreement in substantially the form of the Pledge Agreement Agreements and otherwise in a form acceptable to the Agent, (iie) if such Person owns or leases any real property located in the United States of America and deemed to be material by the Agent or the Required Lenders in its or their sole reasonable discretionAmerica, execute any and all necessary mortgages, deeds of trust, deeds to secure debt debt, leasehold mortgages, collateral assignments of leaseholds or other appropriate real estate collateral documentation in a form acceptable to the Agent and (iiif) deliver such other documentation as the Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, environmental reports, landlord's landlord waivers, certified resolutions and other organizational and authorizing documents of such Person and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above), all in form, content and scope reasonably satisfactory to the Agent.

Additional Credit Parties. As soon as practicable At the time any Person becomes a Subsidiary of a Credit Party, the Borrowers shall so notify the Lenders and promptly thereafter (but in any event within 30 days after any Person becomes a direct or indirect Domestic Subsidiary of the Borrower, the Borrower date thereof) shall provide the Agent with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall (a) cause such Person to (i) if it is a Domestic Subsidiary, execute a Joinder Agreement in substantially the same form as Schedule 7.12Agreement, (bii) cause 100all of the Capital Stock of such Person (if it is a Domestic Subsidiary) or 65% of the capital stock Capital Stock of such Person (if it is a Material First Tier Foreign Subsidiary) to be delivered to the Agent (together with undated stock powers signed in blank) and pledged to the Agent pursuant to an appropriate pledge agreement(sagreement (or a joinder to the existing Security Agreement) and otherwise in a form reasonably acceptable to the Agent, (iii) if such Person is a Domestic Subsidiary, pledge all of its assets to the Agent pursuant to a security agreement in substantially the form of the Pledge Security Agreement (or a joinder to the existing Security Agreement) and otherwise in a form reasonably acceptable to the Agent and Agent, (c) cause such Person to (iiv) if such Person is a Domestic Subsidiary and has any Domestic Subsidiaries, (A) deliver 100all of the Capital Stock of such Domestic Subsidiaries owned by it and 65% of the capital stock of such the Material First Tier Foreign Subsidiaries owned by it (together with undated stock powers signed in blank) to the Agent and (B) execute a pledge agreement in substantially (or a joinder to the form of the Pledge Agreement existing Security Agreement) and otherwise in a form acceptable to the Agent, (iiv) if such Person is a Domestic Subsidiary and owns or leases any real property located in the United States of America and deemed to be material by the Agent or the Required Lenders in its or their sole reasonable discretionproperty, execute any and all necessary mortgages, deeds of trust, deeds to secure debt or other appropriate real estate collateral documentation in a form acceptable to the Agent and (iiior, if reasonably requested by the Agent, cause to be delivered in a commercially reasonable manner a landlord waiver or estoppel letter with respect thereto in a form acceptable to the Agent), (vi) deliver such other documentation as the Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, surveys, environmental reports, landlord's waiversvaluations, flood certificates, zoning certificates, certified resolutions and other organizational and authorizing documents of such Person and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above), all in form, content and scope reasonably satisfactory to the AgentAgent and (vii) provide to the Lenders (x) a new SCHEDULE 5.01(M) which shall reflect the information regarding such new Subsidiary required by SECTION 5.01(M), and (y) if applicable, a new SCHEDULE to the Security Agreement which shall reflect the pledge of the Capital Stock of such new Subsidiary.

Additional Credit Parties. As soon as practicable At the time any Person becomes a Subsidiary of a Credit Party, the Borrower shall so notify the Administrative Agent and promptly thereafter (but in any event within 30 days after any Person becomes a direct or indirect Domestic Subsidiary of the Borrower, the Borrower date thereof) shall provide the Agent with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall (a) cause such Person to (a) execute a Joinder Agreement in substantially the same form as Schedule 7.12EXHIBIT 7.13, (b) cause 100% all of the capital stock of such Person to be delivered to the Collateral Agent (together with undated stock powers signed in blank) and pledged to the Collateral Agent pursuant to an appropriate pledge agreement(s) agreement in substantially the form of the Pledge Agreement Agreements and otherwise in a form reasonably acceptable to the Agent and Collateral Agent, (c) cause such Person pledge all of its assets to the Lenders pursuant to a security agreement in substantially the form of the Security Agreements and otherwise in a form reasonably acceptable to the Collateral Agent, (id) if such Person has any Domestic Subsidiaries, (Ai) deliver 100% all of the capital stock of such Subsidiaries (together with undated stock powers signed in blank) to the Collateral Agent and (Bii) execute a pledge agreement in substantially the form of the Pledge Agreement Agreements and otherwise in a form reasonably acceptable to the Collateral Agent, (iie) if such Person owns or leases any real property located in the United States of America and deemed to be material by the Agent or the Required Lenders in its or their sole reasonable discretionproperty, execute any and all necessary mortgages, deeds of trust, deeds to secure debt debt, leasehold mortgages, collateral assignments of leaseholds or other appropriate real estate collateral documentation in a form acceptable substantially similar to the Agent Mortgages or the Leasehold Mortgages, as the case may be, with appropriate covenants as necessary and (iiif) deliver such other documentation as the Administrative Agent or Collateral Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, environmental reports, landlord's landlord waivers, certified resolutions and other organizational and authorizing documents of such Person and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above), all in form, content and scope reasonably satisfactory to the AgentAgents.

Additional Credit Parties. As soon as practicable At the time any Person becomes a Subsidiary of a Credit Party, the Borrower shall so notify the Agent and promptly thereafter (but in any event within 30 days after the date thereof or, if earlier, contemporaneously with such Person becoming a guarantor of any Person becomes a direct or indirect Domestic Subsidiary other Indebtedness of the Borrower, the Borrower or any other Credit Party) shall provide the Agent with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall (a) cause such Person to execute a Joinder Agreement in substantially the same form as Schedule 7.12Exhibit 7.13, (b) cause 100% all of the capital stock Capital Stock ------------ of such Person to be delivered to the Agent (together with undated stock powers signed in blank) and pledged to the Agent pursuant to an appropriate pledge agreement(s) agreement in substantially the form of the Pledge Agreement Agreements and otherwise in a form acceptable to the Agent and Agent, (c) cause such Person pledge all of its assets to the Lenders pursuant to a security agreement in substantially the form of the Security Agreements and otherwise in a form acceptable to the Agent, (id) if such Person has any Domestic Subsidiaries, (Ai) deliver 100% all of the capital stock Capital Stock of such Subsidiaries (together with undated stock powers signed in blank) to the Agent and (Bii) execute a pledge agreement in substantially the form of the Pledge Agreement Agreements and otherwise in a form acceptable to the Agent, (iie) if such Person owns any real property in the United States, execute any and all necessary mortgages, deeds of trust, deeds to secure debt or other appropriate real estate collateral documentation in a form reasonably satisfactory to the Agent, (f) if such Person leases any real property located in the United States of America and deemed to be material by the Agent or the Required Lenders in its or their sole reasonable discretion, execute any and all necessary mortgages, deeds of trust, deeds to secure debt debt, leasehold mortgages, collateral assignments of leaseholds or other appropriate real estate collateral documentation as reasonably requested by the Agent and in a form acceptable reasonably satisfactory to the Agent and (iiig) deliver such other documentation as the Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, environmental reports, landlord's landlord waivers, certified resolutions and other organizational and authorizing documents of such Person and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above), all in form, content and scope reasonably satisfactory to the Agent.

Additional Credit Parties. As soon as practicable At the time any Person (other than Plastofilm Ltd.) becomes a Subsidiary of a Credit Party, the Borrower shall so notify the Agent and promptly thereafter (but in any event within 30 days after any Person becomes a direct or indirect Domestic Subsidiary of the Borrower, the Borrower shall provide the Agent with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and date thereof) shall (a) cause such Person to execute a Joinder Agreement in substantially the same form as Schedule 7.12Exhibit 8.13 attached hereto, (b) cause 100% all of the capital stock of such Person to be delivered to the Agent (together with undated stock powers signed in blank) and pledged to the Agent pursuant to an appropriate pledge agreement(s) agreement in substantially the form of the Pledge Agreement Agreements and otherwise in a form acceptable to the Agent and Agent, (c) cause such Person to pledge all of its assets to the Lenders pursuant to a security agreement in substantially the form of the Security Agreements and otherwise in a form acceptable to the Agent, and (id) if such Person has any Domestic Subsidiaries, cause such Person to (A) deliver 100% all of the capital stock of such Subsidiaries (together with undated stock powers signed in blank) to the Agent and (B) execute a pledge agreement in substantially the form of the Pledge Agreement and otherwise in a form acceptable to the Agent, (iie) if such Person owns or leases any real property located in the United States of America and deemed property, cause such Person to be material by the Agent or the Required Lenders in its or their sole reasonable discretion, execute any and all necessary mortgages, deeds of trust, deeds to secure debt or other appropriate real estate collateral documentation in a form acceptable to the Agent and (iiif) deliver such other documentation as the Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, environmental reports, landlord's waivers, certified resolutions and other organizational and authorizing documents of such Person and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above), all in form, content and scope reasonably satisfactory to the Agent.

Additional Credit Parties. As soon as practicable At the time any Person becomes a Subsidiary of a Credit Party, the Borrower shall so notify the Administrative Agent and promptly thereafter (but in any event within 30 days after any Person becomes a direct or indirect Domestic Subsidiary of the Borrower, the Borrower date thereof) shall provide the Agent with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall (a) cause such Person to (a) execute a Joinder Agreement in substantially the same form as Schedule 7.12Exhibit 7.13, (b) cause 100% all of the capital stock of such Person to be delivered to the Collateral Agent (together with undated stock powers signed in blank) and pledged to the Collateral Agent pursuant to an appropriate pledge agreement(s) agreement in substantially the form of the Pledge Agreement Agreements and otherwise in a form reasonably acceptable to the Agent and Collateral Agent, (c) cause such Person pledge all of its assets to the Lenders pursuant to a security agreement in substantially the form of the Security Agreements and otherwise in a form reasonably acceptable to the Collateral Agent, (id) if such Person has any Domestic Subsidiaries, (Ai) deliver 100% all of the capital stock of such Subsidiaries (together with undated stock powers signed in blank) to the Collateral Agent and (Bii) execute a pledge agreement in substantially the form of the Pledge Agreement Agreements and otherwise in a form reasonably acceptable to the Collateral Agent, (iie) if such Person owns or leases any real property located in the United States of America and deemed to be material by the Agent or the Required Lenders in its or their sole reasonable discretionproperty, execute any and all necessary mortgages, deeds of trust, deeds to secure debt debt, leasehold mortgages, collateral assignments of leaseholds or other appropriate real estate collateral documentation in a form acceptable substantially similar to the Agent Mortgages or the Leasehold Mortgages, as the case may be, with appropriate covenants as necessary and (iiif) deliver such other documentation as the Administrative Agent or Collateral Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, environmental reports, landlord's landlord waivers, certified resolutions and other organizational and authorizing documents of such Person and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above), all in form, content and scope reasonably satisfactory to the AgentAgents.

Additional Credit Parties. As soon as practicable At the time any Person becomes a Subsidiary of a Credit Party, the Borrower shall so notify the Agent and promptly thereafter (but in any event within 30 days after any Person becomes a direct or indirect Domestic Subsidiary of the Borrower, the Borrower date thereof) shall provide the Agent with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall (a) cause such Person to (a) if it is a Domestic Subsidiary, execute a Joinder Agreement in substantially the same form as Schedule 7.12Exhibit 7.13, (b) cause 100all of the capital stock of such Person (if such Person ------------ is a Domestic Subsidiary) or 65% of the capital stock of such Person (if such Person is a Foreign Subsidiary) to be delivered to the Agent (together with undated stock powers signed in blank) and pledged to the Agent pursuant to an appropriate pledge agreement(s) agreement in substantially the form of the Pledge Agreement and otherwise in a form acceptable to the Agent and Agent, (c) cause if such Person is a Domestic Subsidiary, pledge all of its assets to the Lenders pursuant to a security agreement in substantially the form of the Security Agreements and otherwise in a form acceptable to the Agent, (id) if such Person has any Domestic Subsidiaries, (Ai) deliver 100all of the capital stock of such Domestic Subsidiaries and 65% of the capital stock of such Foreign Subsidiaries (together with undated stock powers signed in blank) to the Agent and (Bii) execute a pledge agreement in substantially the form of the Pledge Agreement and otherwise in a form acceptable to the Agent, (iie) if such Person owns or leases any real property located in the United States of America and deemed to be material by the Agent or the Required Lenders in its or their sole reasonable discretionAmerica, execute any and all necessary mortgages, deeds of trust, deeds to secure debt debt, leasehold mortgages, collateral assignments of leaseholds or other appropriate real estate collateral documentation in a form acceptable to the Agent and (iiif) deliver such other documentation as the Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, environmental reports, landlord's landlord waivers, certified resolutions and other organizational and authorizing documents of such Person and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above), all in form, content and scope reasonably satisfactory to the Agent.

Additional Credit Parties. As soon as practicable At the time any Person becomes a Material Domestic Subsidiary (other than a Receivables Financing SPC or a Preferred Stock SPC) prior to a Credit Improvement Date, the Company shall so notify the Agent and promptly thereafter (but in any event within 30 days after any Person becomes a direct or indirect Domestic Subsidiary of the Borrower, the Borrower shall provide the Agent with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and date thereof) shall (a) cause such Person to execute a Guarantor Joinder Agreement in substantially the same form as Schedule 7.12Exhibit E, (b) execute an appropriate pledge agreement in substantially the form of the Pledge Agreements and otherwise in a form reasonably acceptable to the Collateral Agent, which pledge agreement will be effective only during the Collateral Period and which will obligate the Company to, upon the occurrence of the Collateral Effective Date (or within 30 days of the notice referred to above if the Collateral Period shall have begun and shall then be continuing), cause 100% all of the capital stock of such Person to be delivered to the Collateral Agent (together with undated stock powers powers, if applicable, signed in blank) and pledged to the Agent pursuant to an appropriate pledge agreement(s) in substantially the form of the Pledge Agreement and otherwise in form acceptable to the Agent and Collateral Agent, (c) cause such Person to (i) if such Person has any Domestic Subsidiaries, (A) deliver 100% of the capital stock of cause such Subsidiaries (together with undated stock powers signed in blank) Person to the Agent and (B) execute a pledge agreement in substantially the form of the Pledge Agreement Agreements and otherwise in a form reasonably acceptable to the Collateral Agent, (ii) if which pledge agreement will be effective only during the Collateral Period and which will obligate such Person owns to, upon the occurrence of the Collateral Effective Date (or leases any real property located in within 30 days of the United States notice referred to above if the Collateral Period shall have begun and shall then be continuing), cause all of America the capital stock of its Domestic Subsidiaries and deemed 65% of the capital stock of its Material First Tier Foreign Subsidiaries to be material by the Agent or the Required Lenders in its or their sole reasonable discretion, execute any and all necessary mortgages, deeds of trust, deeds to secure debt or other appropriate real estate collateral documentation in form acceptable delivered to the Collateral Agent (together with undated stock powers, if applicable, signed in blank) and pledged to the Collateral Agent, and (iiid) deliver deliver, or cause such Person to deliver, such other documentation as the Collateral Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, environmental reports, landlord's waivers, certified resolutions and other organizational and authorizing documents of such Person and Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above)) and, all in form, content and scope reasonably satisfactory to if the Agent.Collateral Period shall have

Additional Credit Parties. As soon as practicable At the time any Person becomes a direct Subsidiary of a Credit Party or at the time any Person that is not a Guarantor hereunder becomes a guarantor under the Subordinated Indenture, the Borrower shall so notify the Agent and promptly thereafter (but in any event within 30 days after any Person becomes a direct or indirect Domestic Subsidiary of the Borrower, the Borrower date thereof) shall provide the Agent with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall (a) cause such Person to (a) if such Person is a Domestic Subsidiary or if such Person has become a guarantor under the Subordinated Indenture, execute a Joinder Agreement in substantially the same form as Schedule 7.12Exhibit 7.13, (b) cause 100all of the Capital Stock of such Person (if such Person is a Domestic Subsidiary) or 65% of the capital stock Capital Stock of such Person (if such Person is a Material Foreign Subsidiary) to be delivered to the Agent (together with undated stock powers signed in blank) and pledged to the Agent pursuant to an appropriate pledge agreement(s) agreement in substantially the form of the Pledge Agreement and otherwise in a form acceptable to the Agent and Agent, (c) cause such Person to (i) if such Person is a Domestic Subsidiary, pledge all of its assets to the Lenders pursuant to a security agreement in substantially the form of the Security Agreement and otherwise in a form acceptable to the Agent, (d) if such Person is a Domestic Subsidiary and has any Domestic Subsidiaries, (Ai) deliver 100all of the Capital Stock of such Domestic Subsidiaries and 65% of the capital stock Capital Stock of such Material Foreign Subsidiaries (together with undated stock powers signed in blank) to the Agent and (Bii) execute a pledge agreement in substantially the form of the Pledge Agreement and otherwise in a form acceptable to the Agent, (ii) if such Person owns or leases any real property located in the United States of America and deemed to be material by the Agent or the Required Lenders in its or their sole reasonable discretion, execute any and all necessary mortgages, deeds of trust, deeds to secure debt or other appropriate real estate collateral documentation in form acceptable to the Agent and (iiie) deliver such other documentation as the Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, environmental reports, landlord's landlord waivers, certified resolutions and other organizational and authorizing documents of such Person and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above), all in form, content and scope reasonably satisfactory to the Agent.

Additional Credit Parties. As soon as practicable and in any event within 30 thirty (30) days after any Person becomes a direct or indirect Domestic Subsidiary of the Borrowerany Credit Party, the Borrower shall provide the Agent with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall (a) cause such Person to execute a Joinder Agreement in substantially the same form as Schedule 7.12EXHIBIT L, (b) cause 100% of the capital stock Capital Stock of such Person to be delivered to the Agent (together with undated stock powers signed in blank) and pledged to be subject at all times to a first priority, perfected Lien in favor of the Agent pursuant to an appropriate pledge agreement(s) in substantially the form of the Pledge Agreement and otherwise in form acceptable Collateral Documents, subject only to the Agent Permitted Liens, and (c) cause such Person to (i) if such Person has any Domestic Subsidiaries, (A) deliver 100% of the capital stock of such Subsidiaries (together with undated stock powers signed in blank) to the Agent and (B) execute a pledge agreement in substantially the form of the Pledge Agreement and otherwise in form acceptable to the Agent, (ii) if such Person owns or leases any real property located in the United States of America and or, to the extent deemed to be material by the Agent or the Required Lenders in its or their sole reasonable discretion, execute any and all necessary mortgageslocated elsewhere, deeds of trust, deeds to secure debt or other appropriate real estate collateral documentation in form acceptable deliver to the Agent with respect to such real property documents, instruments and other items deemed necessary by the Agent and the Required Lenders to create and perfect mortgage liens thereon, all in form, content and scope satisfactory to the Agent, and (iiiii) deliver such other documentation as the Agent may reasonably request in connection with the foregoing, including, without limitation, including appropriate UCC-1 financing statements, real estate title insurance policies, environmental reports, landlord's waivers, certified resolutions and other organizational and authorizing documents of such Person and Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to aboveabove and the perfection of the Agent's liens thereunder, all in form, content and scope reasonably satisfactory to the Agent. As soon as practical and in any event within thirty (30) days after any Person becomes a direct Foreign Subsidiary of the Borrower or any Domestic Subsidiary of the Borrower, the Borrower or such Domestic Subsidiary shall provide the Agent with written notice thereof and shall cause sixty-five percent (65%) of such Person's Capital Stock (for so long as the pledge of any greater percentage would have adverse tax consequences to the Credit Parties), to be delivered to the Agent (together with undated stock powers signed in blank unless such stock powers are deemed unnecessary by the Agent in its reasonable discretion under the law of the jurisdiction of incorporation of such Person) and to be subject at all times to a first priority, perfected Lien in favor of the Agent pursuant to the Collateral Documents, subject only to Permitted Liens and shall further deliver such other documentation as the Agent may reasonably request in connection with the foregoing including appropriate UCC-1 financing statements, certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person which cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Agent's liens thereunder, and shall include, without limitation, opinions of counsel to the Borrower in The Netherlands and Germany related to U-Gene and gmi to the extent reasonably required by the Agent), all in form, content and scope reasonably satisfactory to the Agent.

Additional Credit Parties. As soon as practicable At the time any Person becomes a direct Subsidiary of a Credit Party or at the time any Person that is not a Guarantor hereunder becomes a guarantor under the Floating Rate Indenture or the Subordinated Indenture, the Borrower shall so notify the Agent and promptly thereafter (but in any event within 30 days after any Person becomes a direct or indirect Domestic Subsidiary of the Borrower, the Borrower date thereof) shall provide the Agent with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall (a) cause such Person to (a) if such Person is a Domestic Subsidiary or if such Person has become a guarantor under the Floating Rate Indenture or the Subordinated Indenture, execute a Joinder Agreement in substantially the same form as Schedule 7.12Exhibit 7.13, (b) cause 100all of the Capital Stock of such Person (if such Person is a Domestic Subsidiary) or 65% of the capital stock Capital Stock of such Person (if such Person is a Material Foreign Subsidiary) to be delivered to the Agent (together with undated stock powers signed in blank) and pledged to the Agent pursuant to an appropriate pledge agreement(s) agreement in substantially the form of the Pledge Agreement and otherwise in a form acceptable to the Agent and Agent, (c) cause such Person to (i) if such Person is a Domestic Subsidiary, pledge all of its assets to the Lenders pursuant to a security agreement in substantially the form of the Security Agreement and otherwise in a form acceptable to the Agent, (d) if such Person is a Domestic Subsidiary and has any Domestic Subsidiaries, (Ai) deliver 100all of the Capital Stock of such Domestic Subsidiaries and 65% of the capital stock Capital Stock of such Material Foreign Subsidiaries (together with undated stock powers signed in blank) to the Agent and (Bii) execute a pledge agreement in substantially the form of the Pledge Agreement and otherwise in a form acceptable to the Agent, (ii) if such Person owns or leases any real property located in the United States of America and deemed to be material by the Agent or the Required Lenders in its or their sole reasonable discretion, execute any and all necessary mortgages, deeds of trust, deeds to secure debt or other appropriate real estate collateral documentation in form acceptable to the Agent and (iiie) deliver such other documentation as the Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, environmental reports, landlord's landlord waivers, certified resolutions and other organizational and authorizing documents of such Person and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above), all in form, content and scope reasonably satisfactory to the Agent.

Additional Credit Parties. As soon At the time any Person becomes a Domestic Subsidiary (other than a Receivables Financing SPC or a Preferred Stock SPC or as practicable otherwise agreed to by the Collateral Agent) or a "Credit Party" under the Credit Agreement or becomes a guarantor with respect to any other Indebtedness of the Company, the Company shall so notify the holders of the Notes and promptly thereafter (but in any event within 30 days after any Person becomes a direct or indirect Domestic Subsidiary of the Borrower, the Borrower shall provide the Agent with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and date thereof) shall (a) cause such Person to execute a Guarantor Joinder Agreement in substantially the same form as Schedule 7.12Exhibit A to the Sixth Amendment, (b) cause 100% such Person to execute counterparts of, or a joinder in, the Pledge Agreement and the Security Agreement in a form reasonably acceptable to the Collateral Agent, (c) cause all of the capital stock Capital Stock of such Person to be delivered to the Collateral Agent (together with undated stock powers powers, if applicable, signed in blank) and pledged to the Agent pursuant to an appropriate pledge agreement(sCollateral Agent, (d) in substantially the form cause all of the Pledge Agreement and otherwise in form acceptable to Capital Stock of the Agent and (c) cause Domestic Subsidiaries of such Person to (i) if such Person has any Domestic Subsidiaries, (A) deliver 100and 65% of the voting Capital Stock and all non-voting capital stock of such its First Tier Foreign Subsidiaries to be delivered to the Collateral Agent (together with undated stock powers powers, if applicable, signed in blank) and pledged to the Agent Collateral Agent, and (Be) execute a pledge agreement in substantially the form of the Pledge Agreement and otherwise in form acceptable to the Agentdeliver, (ii) if or cause such Person owns or leases any real property located in the United States of America and deemed to be material by the Agent or the Required Lenders in its or their sole reasonable discretiondeliver, execute any and all necessary mortgages, deeds of trust, deeds to secure debt or other appropriate real estate collateral documentation in form acceptable to the Agent and (iii) deliver such other documentation as the Collateral Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, environmental reports, landlord's waivers, certified resolutions and other organizational and authorizing documents of such Person and Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above)) and appropriate UCC-I financing statements, all in form, content and scope reasonably satisfactory to the Collateral Agent.

Additional Credit Parties. As soon as practicable and in any event within 30 (i) thirty (30) days after any Person becomes a direct or indirect Domestic Subsidiary of any Credit Party or (ii) ten (10) days after the Borrowerdate hereof as to clause (b) of this Section 6.10 in connection with the pledge of the Capital Stock of Pozzolanic N.W. FCS, Inc., the Borrower shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall (a) if such Person is a Domestic Subsidiary of a Credit Party, cause such Person to execute a Joinder Agreement in substantially the same form as Schedule 7.12Agreement, (b) if such Person is a Subsidiary of a Credit Party (except if such Person is a Foreign Subsidiary which is not a direct Foreign Subsidiary of any Credit Party), cause 100% (or 65% if such Person is a direct Foreign Subsidiary of a Credit Party for so long as the pledge of any greater percentage would have adverse tax consequences to the Credit Parties) of the capital stock Capital Stock of such Person to be delivered to the Agent (Administrative Agent, together with undated stock powers signed in blank) blank (unless, with respect to a direct Foreign Subsidiary, such stock powers are deemed unnecessary by the Administrative Agent in its reasonable discretion under the law of the jurisdiction of incorporation of such Person), and pledged to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent pursuant to an appropriate pledge agreement(s) in substantially the form of the Pledge Agreement and otherwise in form acceptable Collateral Documents, subject only to the Agent and Permitted Liens, (c) cause such Person to (i) if such Person has any Domestic Subsidiaries, (A) deliver 100% of the capital stock of such Subsidiaries (together with undated stock powers signed in blank) to the Agent and (B) execute a pledge agreement in substantially the form of the Pledge Agreement and otherwise in form acceptable to the Agent, (ii) if such Person owns or leases any real property located in the United States of America and or, to the extent deemed to be material by the Administrative Agent or the Required Lenders in its or their sole reasonable discretion, execute any and all necessary mortgageslocated elsewhere, deeds of trust, deeds cause such Person to secure debt or other appropriate real estate collateral documentation in form acceptable deliver to the Administrative Agent with respect to such real property (as required pursuant to Section 6.14) (other than immaterial leased properties) documents, instruments and other items of the types required to be delivered pursuant to Section 6.14, all in form, content and scope satisfactory to the Administrative Agent, and (iiid) cause such Person to deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, including appropriate UCC-1 financing statements, real estate title insurance policies, environmental reports, landlord's waivers, certified resolutions and other organizational and authorizing documents of such Person and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to aboveabove and the perfection of the Administrative Agent's liens thereunder), all in form, content and scope reasonably satisfactory to the Administrative Agent.

Additional Credit Parties. (a) As soon as practicable and in any event within 30 45 days after any Person becomes a direct or indirect Domestic Subsidiary of the Borrowerany Credit Party, the Borrower shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall (a) cause such Person to execute a Joinder Agreement in substantially the same form as Schedule Exhibit 7.12, (b) cause 100% of the capital stock Capital Stock of such Person to be delivered to the Administrative Agent (together with undated stock powers signed in blank) and pledged to the Administrative Agent pursuant to an appropriate pledge agreement(s) in substantially the form of the Pledge Agreement and otherwise in form acceptable to the Administrative Agent in its reasonable discretion and (c) cause such Person to (i) if such Person has any Domestic Subsidiaries, (A) deliver 100% of the capital stock of such Subsidiaries (together with undated stock powers signed in blank) to the Agent and (B) execute a pledge agreement in substantially the form of the Pledge Agreement and otherwise in form acceptable to the Agent, (ii) if such Person owns or leases any real property located in the United States of America and deemed to be material by the Agent or the Required Lenders in its or their sole reasonable discretion, execute any and all necessary mortgages, deeds of trust, deeds to secure debt or other appropriate real estate collateral documentation in form acceptable to the Agent and (iii) deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, environmental reports, landlord's waivers, certified resolutions and other organizational and authorizing documents of such Person Person, and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above), all in form, content and scope reasonably satisfactory to the Administrative Agent. (b) As soon as practicable and in any event within 180 days after any Person becomes a Material Foreign Subsidiary of any Credit Party, the Borrower shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall cause 66% of the Capital Stock of such Person to be delivered to the Administrative Agent (together with undated stock powers signed in blank (unless, such stock powers are deemed unnecessary by the Administrative Agent in its reasonable discretion under the law of the jurisdiction of incorporation of such Person)) and pledged to the Administrative Agent pursuant to an appropriate pledge agreement(s) in form acceptable to the Administrative Agent in its reasonable discretion and cause such Person to deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, certified resolutions and other organizational and authorizing documents of such Person, and favorable opinions of counsel to such Person all in form, content and scope reasonably satisfactory to the Administrative Agent. It is specifically understood and agreed that no Material Foreign Subsidiary shall be required to pledge any of the Capital Stock of any Foreign Subsidiary owned by such Material Foreign Subsidiary.

Additional Credit Parties. As soon as practicable At the time any Person becomes a Material Domestic Subsidiary of a Credit Party, the Borrower shall so notify the Administrative Agent and promptly thereafter (but in any event within 30 days after any Person becomes a direct or indirect Domestic Subsidiary of the Borrower, the Borrower shall provide the Agent with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and date thereof) shall (a) cause such Person to execute a Joinder Agreement in substantially the same form as Schedule Exhibit 7.12, (b) cause 100% such Credit Party to execute an appropriate pledge agreement in substantially the form of the capital stock Pledge Agreements and otherwise in a form reasonably acceptable to the Collateral Agent, which pledge agreement will obligate such Credit Party to cause all of the equity interests of such Person to be delivered to the Collateral Agent (together with undated stock powers powers, if applicable, signed in blank) and pledged to the Agent pursuant to an appropriate pledge agreement(s) in substantially the form of the Pledge Agreement and otherwise in form acceptable to the Agent and Collateral Agent, (c) cause such Person to (i) if such Person has any Domestic Subsidiaries, (A) deliver 100% of the capital stock of cause such Subsidiaries (together with undated stock powers signed in blank) Person to the Agent and (B) execute a pledge agreement in substantially the form of the Pledge Agreement Agreements and otherwise in a form reasonably acceptable to the Collateral Agent, which pledge agreement will obligate such Person to cause all of the equity interests of its Domestic Subsidiaries and 65% of the equity interests of its Material First Tier Foreign Subsidiaries to be delivered to the Collateral Agent (together with undated stock powers, if applicable, signed in blank) and pledged to the Collateral Agent, (iid) if cause such Person owns or leases any real property located to execute a security agreement in substantially the United States same form of America the Security Agreements and deemed to be material by the Agent or the Required Lenders otherwise in its or their sole reasonable discretion, execute any and all necessary mortgages, deeds of trust, deeds to secure debt or other appropriate real estate collateral documentation in a form reasonably acceptable to the Collateral Agent, which security agreement will obligate such Person to cause all of its personal property collateral to be pledged to the Collateral Agent, (e) cause such Person to execute and deliver to the Collateral Agent all such instruments, reports and other documents with respect to its Real Estate Collateral as required by the terms of Section 7.14 and (iiif) deliver deliver, or cause such Person to deliver, such other documentation as the Collateral Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, environmental reports, landlord's waivers, certified resolutions and other organizational and authorizing documents of such Person and Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above)) and all appropriate UCC-1 financing statements or other similar documents, all in form, content and scope reasonably satisfactory to the Collateral Agent, relating to the Collateral.

Additional Credit Parties. As soon as practicable and in any event within 30 days after any Person becomes a direct or indirect Domestic Subsidiary of the Borrowerany Credit Party, the Borrower shall provide the Agent with written notice thereof setting forth information in reasonable detail describing all of the assets Property of such Person and shall (a) if such Person is a Domestic Subsidiary of a Credit Party, cause such Person to execute a Joinder Agreement in substantially the same form as Schedule 7.12Exhibit 6.12 and a guaranty agreement substantially in the form of Exhibit A to the Collateral Security Agreement, (b) cause 100% (if such Person is a Domestic Subsidiary of a Credit Party) or 65% (if such Person is a direct Foreign Subsidiary of a Credit Party) of the capital stock Capital Stock of such Person to be delivered to the Senior Collateral Trustee (in the event the Intercreditor Agreement shall then be in effect) or to the Agent (in the event the Intercreditor Agreement shall not be in effect at such time), together with undated stock powers signed in blankblank (unless, with respect to a Foreign Subsidiary, such stock powers are deemed unnecessary by the Agent in its reasonable discretion under the law of the jurisdiction of incorporation of such Person) and pledged to the Agent pursuant to an appropriate pledge agreement(s) in substantially the form of the Pledge Agreement and otherwise in form acceptable to the Agent and (c) cause such Person to (i) if such Person has any Domestic Subsidiaries, (A) deliver 100% of the capital stock of such Subsidiaries (together with undated stock powers signed in blank) to the Agent and (B) execute a pledge agreement in substantially the form of the Pledge Agreement and otherwise in form acceptable to the Agent, (ii) if such Person owns or leases any real property located in the United States of America America, deliver to the Agent with respect to such real property documents, instruments and deemed other items of the types required to be material by the Agent or the Required Lenders delivered pursuant to Section 4.1(f) all in its or their sole reasonable discretionform, execute any content and all necessary mortgages, deeds of trust, deeds to secure debt or other appropriate real estate collateral documentation in form acceptable scope reasonably satisfactory to the Agent and (iiiii) deliver such other documentation as the Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, environmental reports, landlord's waivers, certified resolutions and other organizational and authorizing documents of such Person and Person, favorable opinions of counsel to such Person (which that shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to aboveabove and the perfection of the Agent's liens thereunder) and other items of the types required to be delivered pursuant to Section 4.1(b), (d), (e), (f) and (g), all in form, content and scope reasonably satisfactory to the Agent.

Additional Credit Parties. As soon as practicable and in any event within 30 days after any Person becomes a direct or indirect Domestic Subsidiary of the BorrowerCompany, the Borrower Company shall provide the Collateral Agent with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall (a) cause such Person to execute a Joinder Agreement in substantially the same form as Schedule 7.12Exhibit Q, (b) so long as no Senior Indebtedness is outstanding, cause 100% certificates representing all of the capital stock of held by such Person to be delivered to the Collateral Agent (together with undated stock powers signed in blank) and pledged to the Collateral Agent pursuant to an appropriate pledge agreement(s) agreement in substantially the form of the Pledge Agreement and otherwise in form acceptable to the Collateral Agent and (c) cause such Person to (i) if such Person has any Domestic Subsidiaries, (A) so long as no Senior Indebtedness is outstanding, deliver 100% certificates representing all of the capital stock of held by such Subsidiaries (together with undated stock powers signed in blank) to the Collateral Agent and (B) execute a pledge agreement in substantially the form of the Pledge Agreement and otherwise in form acceptable to the Collateral Agent, and (ii) if such Person owns or leases any real property located in the United States of America and deemed to be material by the Agent or the Required Lenders in its or their sole reasonable discretion, execute any and all necessary mortgages, deeds of trust, deeds to secure debt or other appropriate real estate collateral documentation in form acceptable to the Agent and (iii) deliver such other documentation as the Collateral Agent may reasonably request in connection with the foregoing, including, without limitation, including appropriate UCC-1 financing statements, real estate title insurance policies, environmental reports, landlord's waivers, certified resolutions and other organizational and authorizing documents of such Person and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above)Person, all in form, content and scope reasonably satisfactory to the Collateral Agent. In addition, at the request of the Collateral Agent, the Company will use reasonable efforts to obtain and deliver landlord’s waivers.

Additional Credit Parties. As soon as practicable and in any event within 30 days after any Person which is not a Joint Venture becomes a direct or indirect Domestic Subsidiary of the Borrowerany Credit Party, the Borrower shall provide the Agent with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall (a) cause such Person to execute a Joinder Agreement in substantially the same form as Schedule Exhibit 7.12, (b) cause 100% all of the capital stock Capital Stock of such Person owned by the Consolidated Parties to be delivered to the Agent (together with undated stock powers signed in blank) and pledged to the Agent pursuant to an appropriate pledge agreement(s) in substantially the form of the Pledge Agreement and otherwise in form acceptable to the Agent and (c) cause such Person to (i) if such Person has any Domestic Subsidiaries, (A) deliver 100% of the capital stock of such Subsidiaries (together with undated stock powers signed in blank) to the Agent and (B) execute a pledge agreement in substantially the form of the Pledge Agreement and otherwise in form acceptable to the Agent, (ii) if such Person owns or leases any real property located in the United States of America and or deemed to be material by the Agent or the Required Lenders in its or their sole reasonable discretion, execute any deliver to the Agent with respect to such real property documents, instruments and other items of the types required to be delivered pursuant to Section 5.2(c) all necessary mortgagesin form, deeds of trust, deeds to secure debt or other appropriate real estate collateral documentation in form acceptable content and scope reasonably satisfactory to the Agent and (iiiii) deliver such other documentation as the Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, environmental reports, landlord's waivers, certified resolutions and other organizational and authorizing documents of such Person and Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to aboveabove and the perfection of the Agent's liens thereunder) and other items of the types required to be delivered pursuant to Section 5.2(b), all in form, content and scope reasonably satisfactory to the Agent.

Additional Credit Parties. As soon as practicable At the time any Person becomes a Subsidiary of a Credit Party, the Borrower shall so notify the Agent and promptly thereafter (but in any event within 30 days after any Person becomes a direct or indirect Domestic Subsidiary of the Borrower, the Borrower date thereof) shall provide the Agent with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall (a) cause such Person to (a) if it is a Domestic Subsidiary, execute a Joinder Agreement in substantially the same form as Schedule 7.12Exhibit 7.13, (b) cause 100all of the Capital Stock of such Person (if such Person is a Domestic Subsidiary) or 65% of the capital stock Capital Stock of such Person (if such Person is a Material Foreign Subsidiary) to be delivered to the Agent (together with undated stock powers signed in blank) and pledged to the Agent pursuant to an appropriate pledge agreement(s) agreement in substantially the form of the Pledge Agreement and otherwise in a form acceptable to the Agent and Agent, (c) cause if such Person is a Domestic Subsidiary, pledge all of its assets to the Lenders pursuant to a security agreement in substantially the form of the Security Agreement and otherwise in a form acceptable to the Agent, (id) if such Person has any Domestic Subsidiaries, (Ai) deliver 100all of the Capital Stock of such Domestic Subsidiaries and 65% of the capital stock Capital Stock of such Material Foreign Subsidiaries (together with undated stock powers signed in blank) to the Agent and (Bii) execute a pledge agreement in substantially the form of the Pledge Agreement and otherwise in a form acceptable to the Agent, (ii) if such Person owns or leases any real property located in the United States of America and deemed to be material by the Agent or the Required Lenders in its or their sole reasonable discretion, execute any and all necessary mortgages, deeds of trust, deeds to secure debt or other appropriate real estate collateral documentation in form acceptable to the Agent and (iiie) deliver such other documentation as the Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, environmental reports, landlord's landlord waivers, certified resolutions and other organizational and authorizing documents of such Person and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above), all in form, content and scope reasonably satisfactory to the Agent.

Additional Credit Parties. As soon (a) At any time a Subsidiary of the Borrowers that (1) is not a Credit Party becomes the owner (or ground lessee under an Eligible Ground Lease) of Property that the Borrowers determine to treat as practicable an Unencumbered Property, Unencumbered Eligible Land 65 or Unencumbered Construction-in-Process and (2) is not an Eligible Subsidiary, the Borrowers shall notify the Administrative Agent and promptly thereafter (but in any event within 30 days after any Person becomes a direct or indirect Domestic such event) such Subsidiary of the Borrower, the Borrower shall provide the Agent with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall shall: (ai) cause such Person to execute a Joinder Agreement in substantially the same form as Schedule 7.12, (b) cause 100% of the capital stock of such Person to be delivered to the Agent (together with undated stock powers signed in blank) and pledged to the Agent pursuant to an appropriate pledge agreement(s) Guaranty in substantially the form of the Pledge Agreement and otherwise in form acceptable to the Agent Exhibit 7.12(a) and (c) cause such Person to (i) if such Person has any Domestic Subsidiaries, (A) deliver 100% of the capital stock of such Subsidiaries (together with undated stock powers signed in blank) to the Agent and (B) execute a pledge agreement in substantially the form of the Pledge Agreement and otherwise in form acceptable to the Agent, (ii) if such Person owns or leases any real property located in the United States of America and deemed to be material by the Agent or the Required Lenders in its or their sole reasonable discretion, execute any and all necessary mortgages, deeds of trust, deeds to secure debt or other appropriate real estate collateral documentation in form acceptable to the Agent and (iii) deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, information regarding the real estate title insurance policies, environmental reports, landlord's waiversproperty owned by such Person, certified resolutions and other organizational and authorizing documents of such Person and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above), all in form, content and scope reasonably satisfactory to the Administrative Agent. It is understood and agreed that in the event any Subsidiary provides a Guaranty hereunder, it may also guaranty Indebtedness under the Revolving Credit Agreement and the Indenture. (b) BOP may designate as guarantors of the Obligations one or more limited partners of BOP (“Additional Guarantors”); provided that the Administrative Agent and each Lender shall have reasonably satisfied itself with respect to “know your customer” and applicable Anti-Corruption Laws and Sanctions in respect of any such proposed Guarantor. The guarantees executed by the Guarantors pursuant to this Section 7.12(b) (“Additional Guarantees”) shall not exceed $75,000,000 in the aggregate. The Additional Guarantees shall be guarantees of collection and not guarantees of payment, shall be in substantially the same form of Exhibit 7.12(b) (or such other form as is reasonably acceptable to the Administrative Agent), shall otherwise be reasonably acceptable to the Administrative Agent, and shall be acknowledged by the Administrative Agent, effective upon their execution by the Additional Guarantors. To evidence the Lenders’ acceptance thereof, the Lenders hereby authorize the Administrative Agent to accept such Additional Guarantees on their behalf in accordance with this Section 7.12(b). No Additional Guarantee shall affect the obligations of the Borrowers hereunder. In the absence of an Event of Default, the Lenders irrevocably authorize the Administrative Agent, upon receipt of a certificate from a Responsible Officer, to release any Additional Guarantor from its obligations under its Additional Guarantee at the sole discretion of the Administrative Agent.

Additional Credit Parties. As soon as practicable and in any event within 30 days after any Person becomes a direct or indirect Domestic Material Subsidiary of the Borrowerany Credit Party, the Borrower shall provide the Collateral Agent with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall (a) if such Person is a Domestic Subsidiary of a Credit Party, cause such Person to execute a Joinder Agreement in substantially the same form as Schedule EXHIBIT 7.12, (b) cause 100% (if such Person is a Domestic Subsidiary of a Credit Party) or 65% (if such Person is a direct Material Foreign Subsidiary of a Credit Party) of the capital stock Capital Stock of such Person to be delivered to the Collateral Agent (together with undated stock powers powers, if any, signed in blank) and pledged to the Collateral Agent pursuant to an appropriate pledge agreement(s) in substantially the form of the Pledge Agreement and otherwise in form acceptable to the Collateral Agent and (c) cause such Person to (i) if such Person is a Domestic Subsidiary, to pledge all of its assets to the Collateral Agent pursuant to a security agreement in substantially the form of Security Agreement and otherwise in a form acceptable to the Collateral Agent, (d) if such Person has any Domestic Subsidiaries, Subsidiaries (Ai) deliver 100all of the Capital Stock of such Domestic Subsidiaries and 65% of the capital stock Capital Stock of such Material Foreign Subsidiaries (together with undated stock powers signed in blank) to the Collateral Agent and (Bii) execute a pledge agreement in substantially the form of the Pledge Agreement and otherwise in a form acceptable to the Agent, Collateral Agent and (iie) if such Person owns or leases any real property located in the United States of America and deemed to be material by the Agent or the Required Lenders in its or their sole reasonable discretion, execute any and all necessary mortgages, deeds of trust, deeds to secure debt debt, leasehold mortgages, collateral assignments or other appropriate real estate collateral documentation in form acceptable a form, content and scope satisfactory to the Collateral Agent and (iiiii) deliver such other documentation as the Collateral Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, environmental reports, landlord's waivers, certified resolutions and other organizational and authorizing documents of such Person and Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to aboveabove and the perfection of the Collateral Agent's Liens thereunder), all in form, content and scope reasonably satisfactory to the Collateral Agent.. SUBPART 2.24. AMENDMENT TO SECTION 7.14. Section 7.14 is amended in its entirety so that such section now reads as follows:

Additional Credit Parties. As soon (a) At any time a Subsidiary of the Borrowers that (1) is not a Credit Party becomes the owner (or ground lessee under an Eligible Ground Lease) of Property that the Borrowers determine to treat as practicable an Unencumbered Property, Unencumbered Eligible Land or Unencumbered Construction-in-Process and (2) is not an Eligible Subsidiary, the Borrowers shall notify the Administrative Agent and promptly thereafter (but in any event within 30 days after any Person becomes a direct or indirect Domestic such event) such Subsidiary of the Borrower, the Borrower shall provide the Agent with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall shall: (ai) cause such Person to execute a Joinder Agreement in substantially the same form as Schedule 7.12, (b) cause 100% of the capital stock of such Person to be delivered to the Agent (together with undated stock powers signed in blank) and pledged to the Agent pursuant to an appropriate pledge agreement(s) Guaranty in substantially the form of the Pledge Agreement and otherwise in form acceptable to the Agent Exhibit 7.12(a) and (c) cause such Person to (i) if such Person has any Domestic Subsidiaries, (A) deliver 100% of the capital stock of such Subsidiaries (together with undated stock powers signed in blank) to the Agent and (B) execute a pledge agreement in substantially the form of the Pledge Agreement and otherwise in form acceptable to the Agent, (ii) if such Person owns or leases any real property located in the United States of America and deemed to be material by the Agent or the Required Lenders in its or their sole reasonable discretion, execute any and all necessary mortgages, deeds of trust, deeds to secure debt or other appropriate real estate collateral documentation in form acceptable to the Agent and (iii) deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, information regarding the real estate title insurance policies, environmental reports, landlord's waiversproperty owned by such Person, certified resolutions and other organizational and authorizing documents of such Person and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above), all in form, content and scope reasonably satisfactory to the Administrative Agent. It is understood and agreed that in the event any Subsidiary provides a Guaranty hereunder, it may also guaranty Indebtedness under the Revolving Credit Agreement and the Indenture. (b) BOP may designate as guarantors of the Obligations one or more limited partners of BOP (“Additional Guarantors”); provided that the Administrative Agent and each Lender shall have reasonably satisfied itself with respect to “know your customer” and applicable Anti-Corruption Laws and Sanctions in respect of any such proposed Guarantor. The guarantees executed by the Guarantors pursuant to this Section 7.12(b) (“Additional Guarantees”) shall not exceed $75,000,000 in the aggregate. The Additional Guarantees shall be guarantees of collection and not guarantees of payment, shall be in substantially the same form of Exhibit 7.12(b), shall otherwise be reasonably acceptable to the Administrative Agent, and shall be acknowledged by the Administrative Agent, effective upon their execution by the Additional Guarantors. To evidence the Lenders’ acceptance thereof, the Lenders hereby authorize the Administrative Agent to accept such Additional Guarantees on their behalf in accordance with this Section 7.12(b). No Additional Guarantee shall affect the obligations of the Borrowers hereunder. In the absence of an Event of Default, the Lenders irrevocably authorize the Administrative Agent, upon receipt of a certificate from a Responsible Officer, to release any Additional Guarantor from its obligations under its Additional Guarantee at the sole discretion of the Administrative Agent.

Additional Credit Parties. As soon as practicable and in any event within 30 days after any Person becomes a direct or indirect Material Domestic Subsidiary of the Borroweror a Material Foreign Subsidiary, the Borrower Credit Parties shall provide the Agent with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall (a) if such Person is a Material Domestic Subsidiary, cause such Person to execute a Joinder Agreement in substantially the same form as Schedule Exhibit 7.12, (b) cause 100% (if such Person is a Material Domestic Subsidiary) or 65% (if such Person is a Material Foreign Subsidiary directly owned by the Parent or any Domestic Subsidiary) of the capital stock Equity Interests of such Person to be delivered to the Agent (together with undated stock powers signed in blankblank (unless, with respect to a Material Foreign Subsidiary, such stock powers are deemed unnecessary by the Agent in its reasonable discretion under the law of the jurisdiction of incorporation of such Person)) and pledged to the Agent pursuant to an appropriate pledge agreement(s) in substantially the form of the Pledge Agreement and otherwise in form acceptable to the Agent and (c) cause if such Person to is a Material Domestic Subsidiary which (i) if such Person has owns any Domestic Subsidiaries, (A) deliver 100% of real property located in the capital stock of such Subsidiaries (together with undated stock powers signed in blank) to the Agent and (B) execute a pledge agreement in substantially the form of the Pledge Agreement and otherwise in form acceptable to the Agent, United States or (ii) if such Person owns or leases any real property located in the United States of America and deemed to be material by the Agent or the Required Lenders in its or their sole reasonable discretion, execute any cause such Person to (A) deliver to the Agent with respect to such real property documents, instruments and other items of the types required to be delivered pursuant to Section 5.1(g) all necessary mortgagesin form, deeds of trust, deeds to secure debt or other appropriate real estate collateral documentation in form acceptable content and scope reasonably satisfactory to the Agent and (iiiB) deliver such other documentation as the Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, environmental reports, landlord's waivers, certified resolutions and other organizational and authorizing documents of such Person and Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to aboveabove and the perfection of the Agent's liens thereunder) and other items of the types required to be delivered pursuant to Section 5.1(b), (d), (e) and (f), all in form, content and scope reasonably satisfactory to the Agent.

Additional Credit Parties. As soon as practicable and in any event within 30 days after any Person becomes a direct or indirect Domestic Subsidiary of the Borrowerany Credit Party, the Borrower shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall (ai) if such Person is a Domestic Subsidiary of a Credit Party, cause such Person to execute a Joinder Agreement in substantially the same form as Schedule Exhibit 7.12, (bii) cause certificates representing 100% (if such Person is a Domestic Subsidiary of a Credit Party) or 65% (if such Person is a direct Foreign Subsidiary of a Credit Party) of the capital stock Capital Stock of such Person to be delivered to the Collateral Agent (together with undated stock powers signed in blankblank (unless, with respect to a Foreign Subsidiary, such stock powers are deemed unnecessary by the Administrative Agent in its reasonable discretion under the law of the jurisdiction of incorporation of such Person)) and pledged to the Collateral Agent pursuant to an appropriate pledge agreement(s) in substantially the form of the Pledge Agreement and otherwise in form acceptable to the Agent and (c) cause such Person to (i) if such Person has any Domestic Subsidiaries, (A) deliver 100% of the capital stock of such Subsidiaries (together with undated stock powers signed in blank) to the Agent and (B) execute a pledge agreement in substantially the form of the Pledge Agreement and otherwise in form acceptable to the Agent, (ii) if such Person owns or leases any real property located in the United States of America and deemed to be material by the Agent or the Required Lenders in its or their sole reasonable discretion, execute any and all necessary mortgages, deeds of trust, deeds to secure debt or other appropriate real estate collateral documentation in form acceptable to the Administrative Agent and (iii) deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, environmental reports, landlord's waivers, certified resolutions and other organizational and authorizing documents of such Person and Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to aboveabove and the perfection of the Administrative Agent's liens thereunder) and other items of the types required to be delivered pursuant to Section 5.1(e), all in form, content and scope reasonably satisfactory to the Administrative Agent.

Additional Credit Parties. As soon as practicable At the time any Person becomes a Subsidiary of a Credit Party, the Parent shall so notify the Administrative Agent and promptly thereafter (but in any event within 30 days after any Person becomes a direct or indirect Domestic Subsidiary of the Borrower, the Borrower date thereof) shall provide the Agent with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall (a) cause such Person to (a) if it is a Domestic Subsidiary, execute a Joinder Agreement in substantially the same form as Schedule 7.12Exhibit G, (b) cause 100all of the Capital Stock of such Person (if it is a Domestic Subsidiary) or 65% of the capital stock Capital Stock of such Person (if it is a First Tier Foreign Subsidiary) to be delivered and pledged to the Collateral Agent (together with undated stock powers signed in blank) and pledged to the Agent pursuant to an appropriate pledge agreement(s) in substantially the form of the Pledge Agreement and otherwise in form acceptable to the Agent and ), (c) cause such Person to (i) if such Person is a Domestic Subsidiary and has any Domestic Subsidiaries, (A) deliver 100and pledge all of the Capital Stock of such Domestic Subsidiaries owned by it and 65% of the capital stock of such the First Tier Foreign Subsidiaries owned by it (together with undated stock powers signed in blank) to the Agent and (B) execute a pledge agreement in substantially the form of the Pledge Agreement and otherwise in form acceptable to the Collateral Agent, (ii) if such Person owns or leases any real property located in the United States of America and deemed to be material by the Agent or the Required Lenders in its or their sole reasonable discretion, execute any and all necessary mortgages, deeds of trust, deeds to secure debt or other appropriate real estate collateral documentation in form acceptable to the Agent and (iiid) deliver such other documentation as the Collateral Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, environmental reports, landlord's waivers, certified resolutions and other organizational and authorizing documents of such Person and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above), all in form, content and scope reasonably satisfactory to the Collateral Agent and (d) provide (i) to the Administrative Agent a new Schedule 6.15 which shall reflect the information regarding such new Subsidiary required by Section 6.15 and (ii) to the Collateral Agent, if applicable, a new Schedule 2(a) to the appropriate Pledge Agreement which shall reflect the pledge of the Capital Stock of such new Subsidiary.