Common use of Additional Domestic Subsidiaries Clause in Contracts

Additional Domestic Subsidiaries. Promptly notify the Administrative Agent of the creation or acquisition of any Subsidiary that is a Domestic Subsidiary (other than an Excluded Subsidiary) or if any Subsidiary is required to become a Guarantor pursuant to the financial tests set forth in the definition of “Immaterial Subsidiary” (including as a result of the aggregation tests set forth in such definition) and, within thirty (30) days after such creation, acquisition or qualification, as such time period may be extended by the Administrative Agent in its sole discretion, cause such Domestic Subsidiary to (i) become a Guarantor by delivering to the Administrative Agent a duly executed supplement to the Guaranty Agreement or such other document as the Administrative Agent shall deem appropriate for such purpose, (ii) grant a security interest in all Collateral (other than Excluded Assets) owned by such Domestic Subsidiary by delivering to the Collateral Agent a duly executed supplement to each applicable Security Document or such other document as the Collateral Agent shall deem appropriate for such purpose and comply with the terms of each applicable Security Document (provided that no actions shall be required in any non-U.S. jurisdiction in order to perfect the Collateral Agent’s security interests in any intellectual property), (iii) deliver to the Administrative Agent such opinions, documents and certificates referred to in Section 5.1 as may be reasonably requested by the Administrative Agent, (iv) if such Equity Interests are certificated, deliver to the Collateral Agent such original certificated Equity Interests or other certificates and stock or other transfer powers evidencing the Equity Interests of such Person, (v) deliver to the Administrative Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent with respect to such Domestic Subsidiary, and (vi) deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent.

Additional Domestic Subsidiaries. Promptly notify Notify the Administrative Agent of the creation or acquisition of any Domestic Subsidiary (including, without limitation, upon the formation of any Domestic Subsidiary that is a Domestic Subsidiary Divided LLC) and promptly thereafter (other than an Excluded Subsidiary) or if and in any Subsidiary is required to become a Guarantor pursuant to the financial tests set forth in the definition of “Immaterial Subsidiary” (including as a result of the aggregation tests set forth in such definition) and, event within thirty (30) days after such creation, creation or acquisition or qualification, such later time as such time period may be extended determined by the Administrative Agent in its sole discretion), other than with respect to an Excluded Subsidiary or an Excluded Securitization Subsidiary, cause such Domestic Subsidiary, and cause each direct and indirect parent of such Domestic Subsidiary (if it has not already done so), to (i) become a Global Guarantor by delivering to the Administrative Agent a duly executed supplement to the Guaranty Agreement joinder agreement or such other document as the Administrative Agent shall deem appropriate for such purpose, (ii) grant a security interest in all Collateral (other than Excluded Assetssubject to the exceptions specified in the Collateral Agreement) owned by such Domestic Subsidiary by delivering to the Collateral Administrative Agent a duly executed supplement to each applicable Security Collateral Document or such other document as the Collateral Administrative Agent shall deem appropriate for such purpose and comply with the terms of each applicable Security Document (provided that no actions shall be required in any non-U.S. jurisdiction in order to perfect the Collateral Agent’s security interests in any intellectual property)Document, (iii) deliver to the Administrative Agent such opinions, documents and certificates referred to in Section 5.1 4.01 as may be reasonably requested by the Administrative Agent, (iv) if such Equity Interests are certificated, deliver to the Collateral Administrative Agent such original certificated certificates representing the Pledged Equity Interests or other certificates and stock or other transfer powers evidencing the Equity Interests of such PersonPerson accompanied by undated irrevocable stock powers executed in blank, (v) deliver to the Administrative Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent with respect to such Domestic SubsidiaryPerson, and (vi) deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent.

Additional Domestic Subsidiaries. Promptly notify the Administrative Agent of after the creation or acquisition of any Domestic Subsidiary that is a Domestic not an Excluded Subsidiary or any formerly Excluded Subsidiary ceases to be an Excluded Subsidiary (other than an Excluded Subsidiary) or if any Subsidiary is required to become a Guarantor pursuant to the financial tests set forth in the definition of “Immaterial Subsidiary” (including as a result of the aggregation tests set forth in such definition) and, in any event, within thirty forty-five (3045) days after such creation, acquisition or qualificationchange (which change shall be determined and be deemed to have occurred at the time financial statements for the applicable period have been provided by the Borrower pursuant to this Agreement), as such time period may be extended by the Administrative Collateral Agent in its sole discretion, ) cause such Domestic Subsidiary Person or any other Person that guarantees the Senior Notes to (i) become a Guarantor by delivering to the Administrative Collateral Agent a duly executed supplement to the Guaranty Agreement and Security Agreement or such other document as the Administrative Collateral Agent shall deem appropriate for such purpose, (ii) grant a security interest in all Collateral (other than Excluded Assetssubject to the exceptions specified in the Security Agreement) owned by such Domestic Subsidiary by delivering to the Collateral Agent a duly executed supplement to each applicable Security Document or such other document as the Collateral Agent shall deem appropriate for such purpose and comply with the terms of each applicable Security Document (provided that no actions shall be required in any non-U.S. jurisdiction in order to perfect the Collateral Agent’s security interests in any intellectual property)Document, (iii) deliver to the Administrative Collateral Agent such opinions, documents and certificates referred to in Section 5.1 6.1 as may be reasonably requested by the Administrative Collateral Agent, (iv) if such Equity Interests are certificatedto the extent required by the Security Agreement, deliver to the Collateral Agent such original certificated Equity Interests or other certificates and stock or other transfer powers evidencing the Equity Interests of such PersonPerson (to the extent certificated), (v) deliver to the Administrative Collateral Agent such updated Schedules to the Loan Documents as reasonably requested by the Administrative Collateral Agent with respect to such Domestic SubsidiaryPerson, and (vi) deliver to the Administrative Collateral Agent such other documents as may be reasonably requested by the Administrative Collateral Agent, all in form, content and scope reasonably satisfactory to the Administrative Collateral Agent.

Additional Domestic Subsidiaries. Promptly notify the Administrative Agent of the creation or acquisition of (and, in any Subsidiary that is a Domestic Subsidiary (other than an Excluded Subsidiary) or if any Subsidiary is required to become a Guarantor pursuant to the financial tests set forth in the definition of “Immaterial Subsidiary” (including as a result of the aggregation tests set forth in such definition) andevent, within thirty (30) days after such creation, acquisition or qualificationdays, as such time period may be extended by the Administrative Agent in its sole discretion, ) after the creation or acquisition of any Domestic Subsidiary (other than an Excluded Subsidiary) cause such Domestic Subsidiary to (i) become a Subsidiary Guarantor by delivering to the Administrative Agent a duly executed supplement to the Subsidiary Guaranty Agreement or such other document as the Administrative Agent shall reasonably deem appropriate for such purpose, (ii) grant a security interest in all Collateral (other than Excluded Assetssubject to the exceptions specified in the Collateral Agreement) owned by such Domestic Subsidiary by delivering to the Collateral Administrative Agent a duly executed supplement to each applicable Security Document or such other document as the Collateral Administrative Agent shall reasonably deem appropriate for such purpose and comply with the terms of each applicable Security Document (provided that no actions shall be required in any non-U.S. jurisdiction in order to perfect the Collateral Agent’s security interests in any intellectual property)Document, (iii) deliver to the Administrative Agent such opinions, documents and certificates referred to in Section 5.1 6.1(b)(ii) through 6.1(b)(iv) and 6.1(c) as may be reasonably requested by the Administrative Agent, (iv) if such Equity Interests are certificated, deliver to the Collateral Administrative Agent such original certificated Equity Interests or other certificates and stock or other transfer powers evidencing the Equity Interests of such PersonDomestic Subsidiary, (v) deliver to the Administrative Agent such updated Schedules to the Loan Documents as reasonably requested by the Administrative Agent with respect to such Domestic Subsidiary, and (vi) deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent.

Additional Domestic Subsidiaries. Promptly notify Notify the Administrative Agent of (i) the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary in accordance with Section 8.12 or (ii) the creation or acquisition of any Domestic Subsidiary that is a Domestic Restricted Subsidiary and promptly thereafter (other than an Excluded Subsidiary) or if and in any Subsidiary is required to become a Guarantor pursuant to the financial tests set forth in the definition of “Immaterial Subsidiary” (including as a result of the aggregation tests set forth in such definition) and, event within thirty (30) days after such creation, acquisition or qualification, as such time period may be extended by the Administrative Agent in its sole discretiondays), cause such Domestic Subsidiary Person to (iA) become a Subsidiary Guarantor by delivering to the Administrative Agent a duly executed supplement to the Subsidiary Guaranty Agreement or such other document as the Administrative Agent shall deem appropriate for such purpose, (iiB) grant except during a Collateral Release Period, pledge a security interest in all applicable Collateral (other than Excluded Assets) covered under the Security Documents owned by such Domestic Restricted Subsidiary by delivering to the Collateral Administrative Agent a duly executed supplement to each applicable Security Document or such other document as the Collateral Administrative Agent reasonably shall deem appropriate for such purpose and to comply with the terms of each applicable Security Document (provided that no actions shall be required in any non-U.S. jurisdiction in order to perfect the Collateral Agent’s security interests in any intellectual property)Document, (iiiC) deliver to the Administrative Agent such opinions, documents and certificates referred to in Section 5.1 as may be reasonably requested by the Administrative Agent, (ivD) if such Equity Interests are certificatedexcept during a Collateral Release Period, deliver to the Collateral Administrative Agent such original certificated Equity Interests Capital Stock or other certificates and stock or other transfer powers evidencing the Equity Interests Capital Stock of such Person, (vE) deliver to the Administrative Agent such updated Schedules to the Loan Documents as may be reasonably requested by the Administrative Agent with respect to such Domestic SubsidiaryPerson, and (viF) deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent.

Additional Domestic Subsidiaries. Promptly Such Borrower shall promptly notify the Administrative Agent of the creation or acquisition (including by division) of any Subsidiary that is a Domestic Subsidiary (other than an Excluded Subsidiary) or if any existing Domestic Subsidiary is required to become a Guarantor pursuant to the financial tests set forth in the definition of “Immaterial Subsidiary” (including as a result of the aggregation tests set forth in such definition) no longer constitutes an Inactive Subsidiary and, within thirty sixty (3060) days after such creation, creation or acquisition (or qualificationthe date any existing Domestic Subsidiary no longer constitutes an Inactive Subsidiary), as such time period may be extended by the Administrative Agent in its sole discretion, cause such Domestic Subsidiary (other than an Inactive Subsidiary or a Foreign Holding Company) to (i) become a Guarantor or, with the written consent of each Lender, a Borrower, by delivering to the Administrative Agent a duly executed supplement to the Loan Party Guaranty Agreement or such other document as the Administrative Agent shall deem appropriate for such purpose, (ii) grant a security interest in all Collateral (other than Excluded Assetssubject to the exceptions specified in the Collateral Agreement) owned by such Domestic Subsidiary by delivering to the Collateral Administrative Agent a duly executed supplement to each applicable Security Collateral Document or such other document as the Collateral Administrative Agent shall deem appropriate for such purpose and comply with the terms of each applicable Security Document (provided that no actions shall be required in any non-U.S. jurisdiction in order to perfect the Collateral Agent’s security interests in any intellectual property)Document, (iii) deliver to the Administrative Agent such opinions, documents and certificates referred to in Section 5.1 4.01 as may be reasonably requested by the Administrative Agent, (iv) if such Equity Interests are certificated, deliver to the Collateral Administrative Agent such original certificated Equity Interests or other certificates and stock or other transfer powers evidencing the Equity Interests of such Person, (v) deliver to the Administrative Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent with respect to such Domestic Subsidiary, and (vi) deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent.

Additional Domestic Subsidiaries. Promptly notify the Administrative Agent of the creation or acquisition of (and, in any Subsidiary that is a Domestic Subsidiary (other than an Excluded Subsidiary) or if any Subsidiary is required to become a Guarantor pursuant to the financial tests set forth in the definition of “Immaterial Subsidiary” (including as a result of the aggregation tests set forth in such definition) andevent, within thirty (30) days after such creation, acquisition or qualificationdays, as such time period may be extended by the Administrative Agent in its sole discretion) after (i) the creation or Acquisition of any Domestic Subsidiary (other than an Excluded Subsidiary or an Immaterial Subsidiary) or (ii) a Domestic Subsidiary (other than an Excluded Subsidiary) ceases to be an Immaterial Subsidiary, in each case, cause such Domestic Subsidiary Person to (iA) become a Subsidiary Guarantor by delivering to the Administrative Agent a duly executed supplement to the Guaranty Agreement or such other document as the Administrative Agent shall reasonably request and deem appropriate for such purpose, (iiB) grant a security interest in all Collateral (other than Excluded Assetssubject to the exceptions specified in the Collateral Agreement) owned by such Domestic Subsidiary by delivering to the Collateral Administrative Agent a duly executed supplement to each applicable Security Document or such other document as the Collateral Administrative Agent shall reasonably request and deem appropriate for such purpose and comply with the terms of each applicable Security Document (provided that no actions shall be required in any non-U.S. jurisdiction in order to perfect the Collateral Agent’s security interests in any intellectual property)Document, (iiiC) deliver to the Administrative Agent such opinions, documents and certificates referred to in Section 5.1 6.1 as may be reasonably requested by the Administrative Agent, (ivD) if such Equity Interests are certificated, deliver to the Collateral Administrative Agent such original certificated Equity Interests or other certificates and stock or other transfer powers evidencing the Equity Interests of such Person, (vE) deliver to the Administrative Agent such updated Schedules to the Disclosure Letter and Loan Documents as requested by the Administrative Agent with respect to such Domestic Subsidiary, and (viF) deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent.

Additional Domestic Subsidiaries. Promptly Promptly, and in any event within ten (10) Business Days, notify the Administrative Agent of the creation or acquisition of any Domestic Subsidiary (which, for purposes of this paragraph, shall include the designation of an Unrestricted Subsidiary (that but for its designation as an Unrestricted Subsidiary is a Domestic Subsidiary) as a Restricted Subsidiary pursuant to Section 6.09 and any Domestic Subsidiary that is a an Immaterial Subsidiary no longer qualifying as an Immaterial Subsidiary), other than any Domestic Subsidiary described in clause (other than an Excluded Subsidiaryv) or if any Subsidiary is required to become a Guarantor pursuant to the financial tests set forth in of the definition of “Immaterial SubsidiarySubsidiary Guarantors,” and promptly thereafter (including as a result of the aggregation tests set forth and in such definition) and, any event within thirty (30) days after such creationcreation or acquisition, acquisition or qualification, as such which time period may be extended by at the sole discretion of the Administrative Agent in its sole discretionAgent), cause such Domestic Subsidiary Person to (i) become a Subsidiary Guarantor by delivering to the Administrative Agent a duly executed supplement to the Guaranty and Collateral Agreement or such other document as the Administrative Agent shall deem appropriate reasonably request for such purpose, (ii) grant a security interest in all properties and assets (subject to the exceptions specified in the Guaranty and Collateral (other than Agreement and herein and excluding, for the avoidance of doubt, any Excluded AssetsCollateral) owned by such Domestic Subsidiary by delivering to the Collateral Administrative Agent a duly executed supplement to each applicable Security Document with respect to Collateral or such other document as the Collateral Administrative Agent shall deem appropriate reasonably request for such purpose and comply with the terms of each applicable Security Document (provided that no actions shall be required in any non-U.S. jurisdiction in order to perfect the Collateral Agent’s security interests in any intellectual property)Document, (iii) deliver to the Administrative Agent such opinions, documents and certificates with respect to Collateral referred to in Section 5.1 4.02 as may be reasonably requested by the Administrative Agent, (iv) if such Equity Interests are certificated, deliver to the Collateral Administrative Agent such original certificated Equity Interests or other certificates and stock or other transfer powers evidencing the Equity Interests of such Person, (v) deliver to the Administrative Agent such updated Schedules to the Loan Documents as reasonably requested by the Administrative Agent with respect to such Domestic SubsidiaryPerson, and (vi) deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative AgentAgent reasonably in advance of the relevant deadline, all in form, content and scope reasonably satisfactory to the Administrative Agent.

Additional Domestic Subsidiaries. Promptly notify Notify the Administrative Agent of the creation or acquisition of any Subsidiary that is a Domestic Subsidiary and promptly thereafter (other than an Excluded Subsidiary) or if and in any Subsidiary is required to become a Guarantor pursuant to the financial tests set forth in the definition of “Immaterial Subsidiary” (including as a result of the aggregation tests set forth in such definition) and, event within thirty (30) days after such creation, creation or acquisition or qualification, such later time as such time period may be extended determined by the Administrative Agent in its sole discretion), cause such Domestic Subsidiary, and cause each direct and indirect parent of such Domestic Subsidiary (if it has not already done so), to (i) become a Global Guarantor by delivering to the Administrative Agent a duly executed supplement to the Guaranty Agreement joinder agreement or such other document as the Administrative Agent shall deem appropriate for such purpose, (ii) grant a security interest in all Collateral (other than Excluded Assetssubject to the exceptions specified in the Collateral Agreement, and excluding any grant of a security interest by Pericom in any Equity Interests in any Foreign Subsidiaries of Pericom in existence on the 2015 Incremental Term Draw Date; provided that if any such Foreign Subsidiaries of Pericom continue to be First-Tier Foreign Subsidiaries of Pericom at any time on or after June 30, 2017 then Pericom shall be required to comply with this Section 6.12 with respect to the grant of a security interest in any Equity Interests in any such continuing First-Tier Subsidiaries of Pericom) owned by such Domestic Subsidiary by delivering to the Collateral Administrative Agent a duly executed supplement to each applicable Security Collateral Document or such other document as the Collateral Administrative Agent shall deem appropriate for such purpose and comply with the terms of each applicable Security Document (provided that no actions shall be required in any non-U.S. jurisdiction in order to perfect the Collateral Agent’s security interests in any intellectual property)Document, (iii) deliver to the Administrative Agent such opinions, documents and certificates referred to in Section 5.1 4.01 as may be reasonably requested by the Administrative Agent, (iv) if such Equity Interests are certificated, deliver to the Collateral Administrative Agent such original certificated certificates representing the Pledged Equity Interests or other certificates and stock or other transfer powers evidencing the Equity Interests of such PersonPerson accompanied by undated irrevocable stock powers executed in blank, (v) deliver to the Administrative Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent with respect to such Domestic SubsidiaryPerson, and (vi) deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent.

Additional Domestic Subsidiaries. Promptly notify Notify the Administrative Agent of the creation or acquisition of any Subsidiary that is a wholly-owned Domestic Subsidiary and promptly (other than an Excluded Subsidiary) or if and in any Subsidiary is required to become a Guarantor pursuant to the financial tests set forth in the definition of “Immaterial Subsidiary” (including as a result of the aggregation tests set forth in such definition) and, event within thirty (30) days after (or such creation, acquisition or qualification, longer period as such time period may be extended permitted by the Administrative Agent in its sole discretion) after such creation or acquisition, or after the date on which such wholly-owned Domestic Subsidiary ceases to be an Immaterial Subsidiary) cause each such wholly-owned Domestic Subsidiary that is not an Excluded Domestic Subsidiary to (i) become a Subsidiary Guarantor by delivering to the Administrative Agent a duly executed supplement to the Subsidiary Guaranty Agreement or such other document as the Administrative Agent shall deem appropriate for such purpose, (ii) grant a security interest in all Collateral (other than Excluded Assetssubject to the exceptions specified in the Collateral Agreement) owned by such Domestic Subsidiary by delivering to the Collateral Administrative Agent a duly executed supplement to each applicable Security Collateral Document or such other document as the Collateral Administrative Agent shall deem appropriate for such purpose and comply with the terms of each applicable Security Document (provided that no actions shall be required in any non-U.S. jurisdiction in order to perfect the Collateral Agent’s security interests in any intellectual property)Document, (iii) deliver to the Administrative Agent such opinions, documents and certificates referred to in Section 5.1 4.01 as may be reasonably requested by the Administrative Agent, (iv) if such Equity Interests are certificated, deliver to the Collateral Administrative Agent such original certificated certificates (if any) representing the Pledged Equity Interests or other certificates and stock or other transfer powers evidencing the Equity Interests of such PersonPerson that is held by a Loan Party accompanied by undated irrevocable stock powers executed in blank, (v) deliver to the Administrative Agent such updated Schedules to the Loan Documents as shall be reasonably requested by the Administrative Agent with respect to such Domestic SubsidiaryPerson, and (vi) deliver to the Administrative Agent such other documents in connection with the foregoing as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent.

Additional Domestic Subsidiaries. Promptly notify the Administrative Agent of after the creation or acquisition of any Restricted Subsidiary that is a Domestic Subsidiary (other than an Excluded Subsidiary) or if and, in any Subsidiary is required to become a Guarantor pursuant to the financial tests set forth in the definition of “Immaterial Subsidiary” (including as a result of the aggregation tests set forth in such definition) andevent, within thirty (30) days after such creation, acquisition creation or qualificationacquisition, as such time period may be extended by the Administrative Agent in its sole discretion, ) cause such Domestic Subsidiary Person to (i) become a Guarantor by delivering to the Administrative Agent a duly executed supplement to the Guaranty Agreement or such other document as the Administrative Agent shall reasonably deem appropriate for such purpose, (ii) grant a security interest in all Collateral (other than Excluded Assetssubject to the exceptions specified in the Security Documents and any thresholds and exclusions set forth in this Section 8.13) owned by such Domestic Subsidiary Person by delivering to the Collateral Administrative Agent a duly executed supplement to each applicable Security Document or such other document as the Collateral Administrative Agent shall reasonably deem appropriate for such purpose and comply with the terms of each applicable Security Document (provided that no actions shall be required in any non-U.S. jurisdiction in order to perfect the Collateral Agent’s security interests in any intellectual property)Document, (iii) deliver to the Administrative Agent such opinions, documents and certificates referred to in Section 5.1 6.1 and applicable to such Person as may be reasonably requested by the Administrative Agent, (iv) if such Equity Interests are certificated, deliver to the Collateral Administrative Agent such original certificated Equity Interests or other certificates and stock or other transfer powers evidencing the certificated Equity Interests of such PersonPerson owned by any Credit Party, (v) deliver to the Administrative Agent such updated Schedules to the Loan Security Documents as requested by the Administrative Agent with respect to such Domestic SubsidiaryPerson, and (vi) deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing or any provision of any Loan Document to the contrary, in no event shall (i) any Excluded Subsidiary become a Guarantor or pledge or grant a security interest in any of its assets as Collateral or (ii) more than 65% of the voting Equity Interests and 100% of the non-voting Equity Interests in any Excluded Subsidiary be pledged as Collateral.

Additional Domestic Subsidiaries. Promptly Promptly, and in any event within ten (10) Business Days, notify the Administrative Agent of the creation or acquisition of any Domestic Subsidiary (which, for purposes of this paragraph, shall include the designation of an Unrestricted Entity (that but for its designation as an Unrestricted Entity is a Domestic Subsidiary (other than an Excluded Subsidiary) or if any as a Subsidiary is required to become a Guarantor pursuant to the financial tests set forth Section 9.18), and promptly thereafter (and in the definition of “Immaterial Subsidiary” (including as a result of the aggregation tests set forth in such definition) and, any event within thirty (30) days after such creationcreation or acquisition, acquisition or qualification, as such which time period may be extended by at the sole discretion of the Administrative Agent in its sole discretionAgent), cause such Domestic Subsidiary Person to (i) become a Subsidiary Guarantor by delivering to the Administrative Agent a duly executed supplement to the Guaranty and Collateral Agreement or such other document as the Administrative Agent shall deem appropriate for such purpose, (ii) grant a security interest in all properties and assets (subject to the exceptions specified in the Guaranty and Collateral (other than Excluded AssetsAgreement and herein) owned by such Domestic Subsidiary by delivering to the Collateral Administrative Agent a duly executed supplement to each applicable Security Document with respect to Collateral or such other document as the Collateral Administrative Agent shall deem appropriate for such purpose and comply with the terms of each applicable Security Document (provided that no actions shall be required in any non-U.S. jurisdiction in order to perfect the Collateral Agent’s security interests in any intellectual property)Document, (iii) deliver to the Administrative Agent such opinions, documents and certificates with respect to Collateral referred to in Section 5.1 6.2 as may be reasonably requested by the Administrative Agent, (iv) if such Equity Interests are certificated, deliver to the Collateral Administrative Agent such original certificated Equity Interests Capital Stock or other certificates and stock or other transfer powers evidencing the Equity Interests Capital Stock of such Person, (v) deliver to the Administrative Agent such updated Schedules to the Loan Documents as reasonably requested by the Administrative Agent with respect to such Domestic SubsidiaryPerson, and (vi) deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative AgentAgent reasonably in advance of the relevant deadline, all in form, content and scope reasonably satisfactory to the Administrative Agent.

Additional Domestic Subsidiaries. Promptly notify (but in any event within five days or such longer period to which the Administrative Agent of the creation or acquisition of any Subsidiary that is a Domestic Subsidiary (other than an Excluded Subsidiary) or if any Subsidiary is required to become a Guarantor pursuant to the financial tests set forth in the definition of “Immaterial Subsidiary” (including as a result of the aggregation tests set forth in such definition) and, within thirty (30) days after such creation, acquisition or qualification, as such time period may be extended by the Administrative Agent agree in its sole discretion, cause such ) after the acquisition or creation of any Domestic Subsidiary (or the date any Person otherwise qualifies as a Domestic Subsidiary), provide notice thereof to the Administrative Agent, and thereafter (ibut in any event within thirty days after such notice or such longer period to which the Administrative Agent may agree in its sole discretion) become a Guarantor by delivering cause to be delivered to the Administrative Agent and the Collateral Agent each of the following: (i) unless such Domestic Subsidiary is an Excluded Subsidiary, a Guarantor Joinder Agreement, duly executed supplement to the Guaranty Agreement or by such other document as the Administrative Agent shall deem appropriate for such purpose, Subsidiary; (ii) grant a security interest in all Collateral (other than Excluded Assets) owned by unless such Domestic Subsidiary by delivering to the Collateral Agent is an Excluded Subsidiary, a Security Joinder Agreement, duly executed supplement to each applicable Security Document or by such other document as the Collateral Agent shall deem appropriate for such purpose and comply Subsidiary (with the terms of each applicable Security Document (provided that no actions shall be required in any non-U.S. jurisdiction in order to perfect the Collateral Agent’s security interests in any intellectual propertyall schedules thereto appropriately completed), ; (iii) deliver unless such Domestic Subsidiary is an Excluded Subsidiary, if such Subsidiary owns Equity Interests in any other Subsidiary, a Pledge Joinder Agreement, as applicable, duly executed by such Subsidiary (with all schedules thereto appropriately completed); (iv) a Pledge Joinder Agreement or Pledge Agreement Supplement, as applicable, duly executed by each Credit Party owning the Equity Interests of such Subsidiary (in either case, with all schedules thereto appropriately completed); (v) if any of the documents referenced in the foregoing clauses (i) through (iii) are delivered (or required to the Administrative Agent such opinions, documents be delivered) and certificates referred to in Section 5.1 as may be reasonably if requested by the Administrative Agent, opinions of counsel to the applicable Credit Parties and such Subsidiary with respect to the documents delivered and the transactions contemplated by this Section 7.11(a), in form and substance reasonably acceptable to the Administrative Agent; and (vi) if any of the documents referenced in the foregoing clauses (i) through (iv) if such Equity Interests are certificateddelivered (or required to be delivered), deliver copies of the documents of the types referred to the Collateral Agent such original certificated Equity Interests or other certificates and stock or other transfer powers evidencing the Equity Interests of such Person, (vin Section 5.1(b)(i) deliver to the Administrative Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent with respect to such Domestic Subsidiary, certified by an Authorized Officer in form and (vi) deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent, all in form, content and scope substance reasonably satisfactory to the Administrative Agent.. (b)

Additional Domestic Subsidiaries. Promptly notify the Administrative Agent of after the creation or acquisition of any (i) Wholly Owned Subsidiary that is a Domestic Subsidiary (other than an Excluded Subsidiary) or if any upon a wholly owned domestic Unrestricted Subsidiary (other than an Excluded Subsidiary) being designated as a Restricted Subsidiary and (ii) Restricted Subsidiary that is required to become not already a Guarantor pursuant to the financial tests set forth in the definition that Guarantees or becomes an obligor of “Immaterial Subsidiary” (including as a result any other Indebtedness of the aggregation tests set forth Borrower or any Guarantor with an aggregate principal amount of $5,000,000 or more, in such definition) and, within thirty (30) days after such creation, acquisition or qualification, as such time period may be extended by the Administrative Agent in its sole discretioneach case, cause such Domestic Subsidiary to (i) become a Guarantor by delivering to the Administrative Agent a duly executed supplement to the Guaranty and Security Agreement or such other document as the Administrative Agent shall deem appropriate for such purpose, (ii) grant a security interest in all Collateral specified in the Guaranty and Security Agreement (other than subject to the exceptions specified in the Guaranty and Security Agreement, including with respect to Excluded Assets) owned by such Domestic Subsidiary by delivering to the Collateral Administrative Agent a duly executed supplement to each applicable Security Document or such other document as the Collateral Administrative Agent shall deem appropriate for such purpose and comply with the terms of each applicable Security Document (provided that no actions shall be required in any non-U.S. jurisdiction in order to perfect the Collateral Agent’s security interests in any intellectual property)Document, (iii) deliver to the Administrative Agent such opinions, documents and certificates referred to in Section 5.1 6.1 as may be reasonably requested by the Administrative Agent, (iv) if such the Equity Interests of such Subsidiary are certificated, deliver to the Collateral Administrative Agent such original certificated Equity Interests or other certificates and stock or other transfer powers evidencing the Equity Interests of such PersonSubsidiary, (v) deliver to the Administrative Agent a duly executed joinder to each of the Junior Lien Intercreditor Agreement and Pari Passu Intercreditor Agreement and (vi) deliver to the Administrative Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent with respect to such Domestic SubsidiaryPerson. For purposes of this Section 8.14, and (vi) deliver compliance with applicable foreign law with respect to the Administrative Agent such other documents as may grant, creation and perfection of Liens on and security interests in the Collateral will not be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agentrequired.

Additional Domestic Subsidiaries. Promptly notify the Administrative Agent of after (i) the creation or acquisition of any Subsidiary that is a Domestic Subsidiary (other than an Excluded Subsidiary) after the Fourth Amendment Date or if (ii) any Excluded Subsidiary is required ceases to become a Guarantor pursuant to the financial tests set forth in the definition of “Immaterial Subsidiary” constitute an Excluded Subsidiary (including as a result of the aggregation tests set forth in such definition) and, in any event, within thirty forty-five (3045) days after such creation, acquisition or qualificationcessation, as such time period may be extended by the Administrative Agent in its sole discretion, ) cause such Domestic Subsidiary to (i) subject to Section 11.2, become a Borrower or Guarantor and grant a security interest in all the personal property of such Domestic Subsidiary (subject to the exceptions specified in the Collateral Documents) owned by such Subsidiary by delivering to the Administrative Agent a duly executed supplement to the Guaranty Agreement joinder or such other document documents as the Administrative Agent shall deem reasonably appropriate for such purpose, (ii) grant a security interest in all Collateral (other than Excluded Assets) owned by such Domestic Subsidiary by delivering to the Collateral Agent a duly executed supplement to each applicable Security Document or such other document as the Collateral Agent shall deem appropriate for such purpose and comply with the terms of each applicable Security Document (provided that no actions shall be required in any non-U.S. jurisdiction in order to perfect the Collateral Agent’s security interests in any intellectual property), (iii) deliver to the Administrative Agent such opinions, documents documents, and certificates referred to in Section 5.1 7.1 [First Loans] as may be reasonably requested by the Administrative AgentAgent or any Lender, (iviii) if such Equity Interests are certificatedsubject to the proviso below, deliver to the Collateral Administrative Agent such original certificated Equity Interests or other certificates and stock or other transfer powers evidencing the Equity Interests of such PersonDomestic Subsidiary, if any, (viv) deliver to the Administrative Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent with respect to such Domestic Subsidiary, (v) without limitation of the foregoing requirements, cause the Collateral and Guarantee Requirements to be satisfied (other than with respect to any Excluded Property) and (vi) deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative AgentAgent or any Lender, all in form, content and scope reasonably satisfactory to the Administrative Agent.Agent or such Lender. 77

Additional Domestic Subsidiaries. Promptly notify In the Administrative Agent of the creation or acquisition of event that (i) any Subsidiary that is a Domestic Subsidiary (other than any Domestic Subsidiary existing on the Closing Date or any Receivables Entity) becomes a Material Domestic Subsidiary after the Closing Date, (ii) any Domestic Subsidiary existing on the Closing Date becomes a Material Domestic Subsidiary or (iii) any Domestic Subsidiary becomes a guarantor or an Excluded Subsidiaryobligor, whether as a borrower or an additional borrower or co-borrower or otherwise, for or in respect of any Debt for borrowed money of the Parent Borrower or any Restricted Subsidiary in excess of $100,000,000, then in each case under clause (i), (ii) or if any Subsidiary is required to become a Guarantor pursuant to (iii), the financial tests set forth in Parent Borrower shall promptly notify the definition of “Immaterial Subsidiary” Administrative Agent and within ninety (including as a result of the aggregation tests set forth in such definition) and, within thirty (3090) days after such creation, acquisition or qualification, notification (as such time period may be extended by the Administrative Agent in its sole discretion), cause such Domestic Subsidiary Person to (iA) become a Guarantor by delivering execution and delivery of a Guarantor Joinder Agreement; provided, however, that no such Person which becomes a Material Domestic Subsidiary pursuant to any acquisition or merger shall be required to become a Guarantor if the Administrative Agent a duly executed supplement to incurrence of such obligation would violate any material agreement binding on such Person and in existence on the Guaranty Agreement date of such acquisition or such other document as the Administrative Agent shall deem appropriate for such purposemerger, (iiB) grant a security interest in all Collateral (other than Excluded Assetssubject to the exceptions specified in the Collateral Agreement) owned by such Domestic Subsidiary Person by delivering to the Collateral Administrative Agent a duly executed supplement to each applicable Security Document or such other document as the Collateral Administrative Agent shall deem appropriate for such purpose and comply with the terms of each applicable Security Document (provided that no actions shall be required in any non-U.S. jurisdiction in order to perfect the Collateral Agent’s security interests in any intellectual property)Document, (iiiC) deliver to such other documentation as the Administrative Agent may reasonably request in connection therewith, including, without limitation, certified resolutions of such opinionsPerson, certified organizational and authorizing documents of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and certificates referred enforceability of the Guarantor Joinder Agreement subject to customary assumptions and qualifications) and other items of the type required to be delivered pursuant to Section 5.1(a), all in Section 5.1 as may be form, content and scope reasonably requested by satisfactory to the Administrative Agent, (ivD) if such the Equity Interests of such Person are certificated, deliver to the Collateral Administrative Agent such original certificated Equity Interests or other certificates and stock or other transfer powers evidencing the Equity Interests of such Person, Person and (vE) deliver to the Administrative Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent with respect to such Domestic Subsidiary, and (vi) deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent.

Additional Domestic Subsidiaries. Promptly notify Notify the Administrative Agent of the creation or acquisition of any Domestic Subsidiary that is a Domestic Subsidiary (other than not an Excluded Subsidiary) or if Subsidiary and promptly thereafter (and in any Subsidiary is required to become a Guarantor pursuant to the financial tests set forth in the definition of “Immaterial Subsidiary” (including as a result of the aggregation tests set forth in such definition) and, event within thirty (30) days after such creation, creation or acquisition or qualification, such later time as such time period may be extended determined by the Administrative Agent in its sole discretion), cause such Domestic Subsidiary, and cause each direct and indirect parent of such Domestic Subsidiary (if it has not already done so), to (i) become a Global Guarantor by delivering to the Administrative Agent a duly executed supplement to the Guaranty Agreement joinder agreement or such other document as the Administrative Agent shall deem appropriate for such purpose, (ii) grant a security interest in all Collateral (other than Excluded Assetssubject to the exceptions specified in the Collateral Agreement, and excluding any grant of a security interest by Pericom in any Equity Interests in any Foreign Subsidiaries of Pericom in existence on November 25, 2015; provided that if any such Foreign Subsidiaries of Pericom continue to be First-Tier Foreign Subsidiaries of Pericom at any time on or after June 30, 2017 then Pericom shall be required to comply with this Section 6.12 with respect to the grant of a security interest in any Equity Interests in any such continuing First-Tier Subsidiaries of Pericom) owned by such Domestic Subsidiary by delivering to the Collateral Administrative Agent a duly executed supplement to each applicable Security Collateral Document or such other document as the Collateral Administrative Agent shall deem appropriate for such purpose and comply with the terms of each applicable Security Document (provided that no actions shall be required in any non-U.S. jurisdiction in order to perfect the Collateral Agent’s security interests in any intellectual property)Document, (iii) deliver to the Administrative Agent such opinions, documents and certificates referred to in Section 5.1 4.01 as may be reasonably requested by the Administrative Agent, (iv) if such Equity Interests are certificated, deliver to the Collateral Administrative Agent such original certificated certificates representing the Pledged Equity Interests or other certificates and stock or other transfer powers evidencing the Equity Interests of such PersonPerson accompanied by undated irrevocable stock powers executed in blank, (v) deliver to the Administrative Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent with respect to such Domestic SubsidiaryPerson, and (vi) deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent.

Additional Domestic Subsidiaries. Promptly notify Notify the Administrative Agent of (i) the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary in accordance with Section 8.12 or (ii) the creation or acquisition of any Domestic Subsidiary that is a Domestic Restricted Subsidiary and promptly thereafter (other than an Excluded Subsidiary) or if and in any Subsidiary is required to become a Guarantor pursuant to the financial tests set forth in the definition of “Immaterial Subsidiary” (including as a result of the aggregation tests set forth in such definition) and, event within thirty (30) days after or such creation, acquisition or qualification, later date as such time period may be extended permitted by the Administrative Agent in its sole discretion), cause such Domestic Person (unless such Person is an Immaterial Subsidiary (other than any Immaterial Subsidiary that guarantees the Indebtedness under the Existing TLB Credit Agreement)) to (iA) become a Subsidiary Guarantor by delivering to the Administrative Agent a duly executed supplement to the Subsidiary Guaranty Agreement or such other document as the Administrative Agent shall deem appropriate for such purpose, (iiB) grant pledge a security interest in all applicable Collateral (other than Excluded Assets) covered under the Security Documents owned by such Domestic Restricted Subsidiary by delivering to the Collateral Administrative Agent a duly executed supplement to each applicable Security Document or such other document as the Collateral Administrative Agent reasonably shall deem appropriate for such purpose and to comply with the terms of each applicable Security Document (provided that no actions shall be required in any non-U.S. jurisdiction in order to perfect the Collateral Agent’s security interests in any intellectual property)Document, (iiiC) deliver to the Administrative Agent such opinions, documents and certificates referred to in Section 5.1 as may be reasonably requested by the Administrative Agent, (ivD) if such Equity Interests are certificated, deliver to the Collateral Administrative Agent such original certificated Equity Interests Capital Stock or other certificates and stock or other transfer powers evidencing the Equity Interests Capital Stock of such Person, (vE) deliver to the Administrative Agent such updated Schedules to the Loan Documents as may be reasonably requested by the Administrative Agent with respect to such Domestic SubsidiaryPerson, and (viF) deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent.

Additional Domestic Subsidiaries. Promptly notify the Administrative Agent of after the creation or acquisition of any Subsidiary that is a Domestic Subsidiary (other than an Excluded Subsidiary) or if after the date when a Domestic Subsidiary ceases to be an Excluded Subsidiary (and, in any Subsidiary is required to become a Guarantor pursuant to the financial tests set forth in the definition of “Immaterial Subsidiary” (including as a result of the aggregation tests set forth in such definition) andevent, within thirty (30) days after such creation, acquisition or qualificationcessation, as such time period may be extended by the Administrative Agent in its sole discretion), cause such Domestic Subsidiary Person to (i) become a Subsidiary Guarantor by delivering to the Administrative Agent a duly executed supplement to the Subsidiary Guaranty Agreement or such other document as the Administrative Agent shall deem appropriate for such purpose, (ii) grant a security interest in all Collateral (other than Excluded Assetssubject to the exceptions specified in the Collateral Agreement) owned by such Domestic Subsidiary by delivering to the Collateral Administrative Agent a duly executed supplement to each applicable Security Document or such other document as the Collateral Administrative Agent shall deem appropriate for such purpose and comply with the terms of each applicable Security Document (provided that no actions shall be required in any non-U.S. jurisdiction in order to perfect the Collateral Agent’s security interests in any intellectual property)Document, (iii) deliver to the Administrative Agent such opinionsopinions (if requested by the Administrative Agent), documents and certificates referred to in Section 5.1 as may be reasonably requested by the Administrative Agent, (iv) if such Equity Interests are certificated, deliver to the Collateral Administrative Agent such original certificated Equity Interests or other certificates and stock or other transfer powers evidencing the Equity Interests of such PersonPerson (to the extent such Equity Interests are certificated), (v) deliver to the Administrative Agent such updated Schedules to the Loan Documents and supplements to the Disclosure Letter as requested by the Administrative Agent with respect to such Domestic SubsidiaryPerson, and (vi) deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent.

Additional Domestic Subsidiaries. Promptly notify the Administrative Agent of the creation or acquisition of (and, in any Subsidiary that is a Domestic Subsidiary (other than an Excluded Subsidiary) or if any Subsidiary is required to become a Guarantor pursuant to the financial tests set forth in the definition of “Immaterial Subsidiary” (including as a result of the aggregation tests set forth in such definition) andevent, within thirty (30) days after such creation, acquisition or qualification, days,(a) as such time period may be extended by the Administrative Agent in its sole discretion) after (i) the creation or Acquisition of any Domestic Subsidiary (other than an Excluded Subsidiary or an Immaterial Subsidiary) or (ii) a Domestic Subsidiary (other than an Excluded Subsidiary) ceases to be an Immaterial Subsidiary, in each case, cause such Domestic Subsidiary Person to (iA) become a Subsidiary Guarantor by delivering to the Administrative Agent a duly executed supplement to the Guaranty Agreement or such other document as the Administrative Agent shall reasonably request and deem appropriate for such purpose, (iiB) grant a security interest in all Collateral (other than Excluded Assetssubject to the exceptions specified in the Collateral Agreement) owned by such Domestic Subsidiary by delivering to the Collateral Administrative Agent a duly executed supplement to each applicable Security Document or such other document as the Collateral Administrative Agent shall reasonably request and deem appropriate for such purpose and comply with the terms of each applicable Security Document (provided that no actions shall be required in any non-U.S. jurisdiction in order to perfect the Collateral Agent’s security interests in any intellectual property)Document, (iiiC) deliver to the Administrative Agent such opinions, documents and certificates referred to in Section 5.1 6.1 as may be reasonably requested by the Administrative Agent, (ivD) if such Equity Interests are certificated, deliver to the Collateral Administrative Agent such original certificated Equity Interests or other certificates and stock or other transfer powers evidencing the Equity Interests of such Person, (vE) deliver to the Administrative Agent such updated Schedules to the Disclosure Letter and Loan Documents as requested by the Administrative Agent with respect to such Domestic Subsidiary, and (viF) deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent.. Additional Foreign Subsidiaries. Promptly (and, in any event, within forty five (45)(b) days, as such time period may be extended by the Administrative Agent in its sole discretion) after any Person becomes a First Tier Foreign Subsidiary or a Foreign Subsidiary Holding Company (other than an Immaterial Subsidiary or a Subsidiary described in clause (a) or (b) of the definition of “Excluded Subsidiary”), cause (i) the applicable Credit Party to deliver to the Administrative Agent Security Documents pledging sixty-five percent (65%) of the total outstanding voting Equity Interests (and one hundred percent (100%) of the non-voting Equity Interests) of any such new First Tier Foreign Subsidiary or Foreign Subsidiary Holding Company, as applicable, and a consent thereto executed by such new First Tier Foreign Subsidiary or Foreign Subsidiary Holding Company (including, without limitation, if applicable, original certificated Equity Interests (or the equivalent thereof pursuant to the Applicable Laws and practices of any relevant foreign jurisdiction), as applicable, evidencing the Equity Interests of such new First Tier Foreign Subsidiary or Foreign Subsidiary Holding Company, as applicable, together with an appropriate undated stock or other transfer power for each certificate duly executed in blank by the registered owner thereof), (ii) such Person to deliver to the Administrative Agent such opinions, documents and certificates referred to in Section 6.1 as may be reasonably requested by the Administrative Agent, (iii) such Person to deliver to the Administrative Agent such updated Schedules to the Disclosure Letter and Loan Documents as requested by the Administrative Agent with regard to such Person and (iv) such Person to deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent. Merger Subsidiaries. Notwithstanding the foregoing, to the extent any new Subsidiary is(c) created solely for the purpose of consummating a merger transaction pursuant to a Permitted Acquisition, and such new Subsidiary at no time holds any assets or liabilities other than any merger consideration contributed to it contemporaneously with the closing of such merger transaction, such new Subsidiary shall not be required to take the actions set forth in Section 8.13(a) or (b), as applicable, until the consummation of such Permitted Acquisition (at which time, the surviving entity of the respective merger transaction shall be required to so comply with Section 8.13(a) or (b), as applicable, within the time 77 87048192_27

Additional Domestic Subsidiaries. Promptly notify after the Administrative Agent of the creation creation, division, or acquisition of any Subsidiary that is a Domestic Subsidiary (other than an Excluded Subsidiary) or if any Subsidiary is required to become a Guarantor pursuant to the financial tests set forth in the definition of “Immaterial Subsidiary” (including as a result of the aggregation tests set forth in such definition) and, in any event, within thirty ten (3010) days after such creation, acquisition division, or qualificationacquisition, as such time period may be extended by the Administrative Agent in its sole discretion) cause the applicable Obligor to deliver to the Administrative Agent Security Documents pledging 100 percent (100%) of the total outstanding voting Equity Interests (and one hundred percent (100%) of the non-voting Equity Interests) of any such new Domestic Subsidiary, and cause such Domestic Subsidiary Person to (i) become a Subsidiary Guarantor by delivering to the Administrative Agent a duly executed supplement to the Guaranty Guarantee Assumption Agreement or such other document as the Administrative Agent shall deem appropriate for such purpose, (ii) grant a security interest in all Collateral (other than Excluded Assets) owned by such Domestic Subsidiary by delivering to the Collateral Administrative Agent a duly executed supplement to each applicable Security Document Guarantee Assumption Agreement or such other document as the Collateral Administrative Agent shall deem appropriate for such purpose and comply with the terms of each applicable Security Document (provided that no actions shall be required in any non-U.S. jurisdiction in order to perfect the Collateral Agent’s security interests in any intellectual property)Document, (iii) deliver to the Administrative Agent such opinions, documents and certificates referred to in Section 5.1 6.1 as may be reasonably requested by the Administrative Agent, (iv) if such Equity Interests are certificated, deliver to the Collateral Administrative Agent such original certificated Equity Interests or other certificates and stock or other transfer powers evidencing the Equity Interests of such Person, (v) deliver to the Administrative Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent with respect to such Domestic SubsidiaryPerson, and (vi) deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent.

Additional Domestic Subsidiaries. Promptly notify following the Administrative Agent of the creation or acquisition of date any Subsidiary that is Person becomes a Domestic Subsidiary (other than an Excluded Subsidiary) or if any Subsidiary is required to become a Guarantor pursuant to the financial tests set forth in the definition of “Immaterial Subsidiary” (including as a result of the aggregation tests set forth in such definition) and, within thirty (30) days after such whether by creation, acquisition or qualification, otherwise) and in any event within 45 days after such date (as such time period may be extended by the Administrative Agent in its sole discretion), (i) cause such Domestic Subsidiary Person to (iA) become a Guarantor by delivering to the Administrative Agent a duly executed supplement joinder to the Guaranty Agreement Guarantee or such other document document(s) as the Administrative Agent shall deem appropriate for such purpose, (iiB) grant a security interest in all of its tangible 117 82461917_14 and intangible personal property now owned or hereafter acquired (subject to any exceptions specified in the applicable Collateral (Document and other than Excluded Assetsexceptions to be agreed at such time) owned by such Domestic Subsidiary Person by delivering to the Collateral Administrative Agent a duly executed supplement joinder to each applicable of the Guaranty and Security Document Agreement and the Pledge Agreement or such other document document(s) as the Collateral Administrative Agent shall deem appropriate for such purpose and comply with the terms of each applicable Security Document (provided that no actions shall be required in any non-U.S. jurisdiction in order to perfect the Collateral Agent’s security interests in any intellectual property)purpose, (iiiC) deliver to the Administrative Agent such opinions, documents and certificates referred to in Section 5.1 4.1 as may be reasonably requested by the Administrative Agent, (iv) if such Equity Interests are certificated, deliver to the Collateral Agent such original certificated Equity Interests or other certificates and stock or other transfer powers evidencing the Equity Interests of such Person, (v) deliver to the Administrative Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent with respect to such Domestic Subsidiary, and (viD) deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative AgentAgent in connection with the foregoing, all in form, content and scope reasonably satisfactory to the Administrative Agent and (ii) cause each Loan Party owning Equity Interests in such Subsidiary to deliver to the Administrative Agent (A) a duly executed joinder or supplement to the Pledge Agreement pledging (or evidencing a prior pledge of) 100% of the total Equity Interests owned by a Loan Party in such Subsidiary or such other document(s) as the Administrative Agent shall reasonably deem appropriate for such purpose, together with all original certificates (or equivalent document) evidencing such Equity Interests (if any) and appropriate undated stock or other transfer powers for each such certificate duly executed in blank by the registered owner thereof, if applicable, (B) such opinions, documents and certificates referred to in Section 4.1 as may be reasonably requested by the Administrative Agent and (C) such other documents as may be reasonably requested by the Administrative Agent in connection with the foregoing, all in form, content and scope reasonably satisfactory to the Administrative Agent.

Additional Domestic Subsidiaries. Promptly notify Notify the Administrative Agent of the creation or acquisition of any Subsidiary that is a Domestic Subsidiary and promptly thereafter (other than an Excluded Subsidiary) or if and in any Subsidiary is required to become a Guarantor pursuant to the financial tests set forth in the definition of “Immaterial Subsidiary” (including as a result of the aggregation tests set forth in such definition) and, event within thirty (30) days after such creation, acquisition creation or qualification, as such time period may be extended by the Administrative Agent in its sole discretionacquisition), cause such Domestic Subsidiary Person to (i) become a Guarantor by delivering to the Administrative Agent a duly executed supplement Joinder Agreement, (ii) grant to the Guaranty Administrative Agent a security interest in all assets owned by such Subsidiary (other than assets of a type that are excluded from the definition of "Collateral" under the Collateral Agreement) by delivering to the Administrative Agent a Joinder Agreement or such other document as the Administrative Agent shall deem appropriate for such purpose, (ii) grant a security interest in all Collateral (other than Excluded Assets) owned by such Domestic Subsidiary by delivering to the Collateral Agent a duly executed supplement to each applicable Security Document or such other document as the Collateral Agent shall deem appropriate for such purpose and comply with the terms of each applicable Security Document (provided that no actions shall be required in any non-U.S. jurisdiction in order to perfect the Collateral Agent’s security interests in any intellectual property)Document, (iii) deliver to the Administrative Agent such opinions, documents and certificates referred to in Section 5.1 5.2 as may be reasonably requested by the Administrative Agent, (iv) if such Equity Interests are certificated, deliver to the Collateral Administrative Agent such original certificated Equity Interests Capital Stock or other certificates certificates, if any, and stock or other transfer powers powers, if any, evidencing the Equity Interests Capital Stock of such PersonPerson held by Holdings or any of its Subsidiaries, (v) deliver to the Administrative Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent with respect to such Domestic SubsidiaryPerson, and (vi) deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent; provided that no Domestic Subsidiary shall be required to pledge the stock or assets of a "controlled foreign corporation" within the meaning of Section 957 of the Code (a "CFC") except such Domestic Subsidiary shall pledge sixty-five percent (65%) of the total outstanding voting Capital Stock and all outstanding non-voting Capital Stock of any first tier CFC.

Additional Domestic Subsidiaries. Promptly notify the Administrative Agent of the creation or acquisition of (and, in any Subsidiary that is a Domestic Subsidiary (other than an Excluded Subsidiary) or if any Subsidiary is required to become a Guarantor pursuant to the financial tests set forth in the definition of “Immaterial Subsidiary” (including as a result of the aggregation tests set forth in such definition) andevent, within thirty (30) days after such creation, acquisition or qualificationdays, as such time period may be extended by the Administrative Agent in its sole discretion) after (i) the creation or Acquisition of any Domestic Subsidiary (other than an Excluded Subsidiary or an Insignificant Subsidiary) (including, without limitation, upon the formation of any Subsidiary that is a Delaware Divided LLC that is not an Excluded Subsidiary or an Insignificant Subsidiary), (ii) a Domestic Subsidiary (other than an Excluded Subsidiary) ceases to be an Insignificant Subsidiary or (iii) the date any Person otherwise qualifies as a Domestic Subsidiary (other than an Excluded Subsidiary or an Insignificant Subsidiary), in each case, cause such Domestic Subsidiary Person to (iA) become a Guarantor by delivering to the Administrative Agent a duly executed supplement to the Guaranty Joinder Agreement or such other document as the Administrative Agent shall reasonably request and deem appropriate for such purpose, (iiB) except during a Collateral Release Period, grant a security interest in all Collateral (other than Excluded Assetssubject to the exceptions specified in the applicable Security Documents) owned by such Domestic Subsidiary by delivering to the Collateral Administrative Agent a duly executed supplement to each applicable Security Document Joinder Agreement, Pledge Joinder Agreement or such other document as the Collateral Administrative Agent shall reasonably request and deem appropriate for such purpose and comply with the terms of each applicable Security Document (provided that no actions shall be required in any non-U.S. jurisdiction in order to perfect the Collateral Agent’s security interests in any intellectual property)Document, (iiiC) deliver to the Administrative Agent such opinions, certificates and other documents and certificates referred to in Section 5.1 4.01 with respect to such Domestic Subsidiary as may be reasonably requested by the Administrative Agent, (ivD) if such Equity Interests are certificatedexcept during a Collateral Release Period, deliver to the Collateral Administrative Agent such original certificated Equity Interests or other certificates and stock or other transfer powers evidencing the Equity Interests of such Person, (v) deliver Domestic Subsidiary and the Equity Interests of any other Subsidiaries held by such Domestic Subsidiary and required to the Administrative Agent such updated Schedules be pledged pursuant to the Loan Documents as requested Documents, together with appropriate undated stock or other transfer powers for each certificate duly executed in blank by the Administrative Agent with respect to such Domestic Subsidiaryregistered owner thereof, and (viE) deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative AgentAgent in connection with such Person becoming a Guarantor, all in form, content and scope reasonably satisfactory to the Administrative Agent.

Additional Domestic Subsidiaries. Promptly notify following the Administrative Agent of the creation or acquisition of date any Subsidiary that is a Domestic Subsidiary Person (other than an Excluded Subsidiary) or if any becomes a Domestic Subsidiary is required to become a Guarantor pursuant to the financial tests set forth in the definition of “Immaterial Subsidiary” (including as a result of the aggregation tests set forth in such definition) and, within thirty (30) days after such whether by creation, acquisition or qualification, otherwise) and in any event within 45 days after such date (as such time period may be extended by the Administrative Agent in its sole discretion), (i) cause such Domestic Subsidiary Person to (iA) become a Guarantor by delivering to the Administrative Agent a duly executed supplement joinder to the Guaranty Agreement Guarantee or such other document document(s) as the Administrative Agent shall deem appropriate for such purpose, (iiB) grant a security interest in all of its tangible and intangible personal property now owned or hereafter acquired (subject to any exceptions specified in the applicable Collateral (Document and other than Excluded Assetsexceptions to be agreed at such time) owned by such Domestic Subsidiary Person by delivering to the Collateral Administrative Agent a duly executed supplement joinder to each applicable of the Guaranty and Security Document Agreement and the Pledge Agreement or such other document document(s) as the Collateral Administrative Agent shall deem appropriate for such purpose and comply with the terms of each applicable Security Document (provided that no actions shall be required in any non-U.S. jurisdiction in order to perfect the Collateral Agent’s security interests in any intellectual property)purpose, (iiiC) deliver to the Administrative Agent such opinions, documents and certificates referred to in Section 5.1 4.1 as may be reasonably requested by the Administrative Agent, (iv) if such Equity Interests are certificated, deliver to the Collateral Agent such original certificated Equity Interests or other certificates and stock or other transfer powers evidencing the Equity Interests of such Person, (v) deliver to the Administrative Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent with respect to such Domestic Subsidiary, and (viD) deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative AgentAgent in connection with the foregoing, all in form, content and scope reasonably satisfactory to the Administrative Agent and (ii) cause each Loan Party owning Equity Interests in such Subsidiary to deliver to the Administrative Agent (A) a duly executed joinder or supplement to the Pledge Agreement pledging (or evidencing a prior pledge of) 100% of the total Equity Interests owned by a Loan Party in such Subsidiary or such other document(s) as the Administrative Agent shall reasonably deem appropriate for such purpose, together with all original certificates (or equivalent document) evidencing such Equity Interests (if any) and appropriate undated stock or other transfer powers for each such certificate duly executed in blank by the registered owner thereof, if applicable, (B) such opinions, documents and certificates referred to in Section 4.1 as may be reasonably requested by the Administrative Agent and (C) such other documents as may be reasonably requested by the Administrative Agent in connection with the foregoing, all in form, content and scope reasonably satisfactory to the Administrative Agent.

Additional Domestic Subsidiaries. Promptly notify In the Administrative Agent of the creation or acquisition of event that (i) any Subsidiary that is a Domestic Subsidiary (other than any Domestic Subsidiary existing on the Closing Date or any Receivables Entity) becomes a Material Domestic Subsidiary after the Closing Date, (ii) any Domestic Subsidiary existing on the Closing Date becomes a Material Domestic Subsidiary or (iii) any Domestic Subsidiary becomes a guarantor or an Excluded Subsidiaryobligor, whether as a borrower or an additional borrower or co-borrower or otherwise, for or in respect of any Debt for borrowed money of the Parent Borrower or any Restricted Subsidiary in excess of $100,000,000, then in each case under clause (i), (ii) or if any Subsidiary is required to become a Guarantor pursuant to (iii), the financial tests set forth in Parent Borrower shall promptly notify the definition of “Immaterial Subsidiary” Administrative Agent and within ninety (including as a result of the aggregation tests set forth in such definition) and, within thirty (3090) days after such creation, acquisition or qualification, notification (as such time period may be extended by the Administrative Agent in its sole discretion), cause such Domestic Subsidiary Person to (iA) become a Guarantor by delivering execution and delivery of a Guarantor Joinder Agreement; provided, however, that no such Person which becomes a Material Domestic Subsidiary pursuant to any such acquisition or merger shall be required to become a Guarantor if the Administrative Agent a duly executed supplement to incurrence of such obligation would violate any material agreement binding on such Person and in existence on the Guaranty Agreement date of such acquisition or such other document as the Administrative Agent shall deem appropriate for such purposemerger, (iiB) grant a security interest in all Collateral (other than Excluded Assetssubject to the exceptions specified in the Collateral Agreement) owned by such Domestic Subsidiary Person by delivering to the Collateral Administrative Agent a duly executed supplement to each applicable Security Document or such other document as the Collateral Administrative Agent shall deem appropriate for such purpose and comply with the terms of each applicable Security Document (provided that no actions shall be required in any non-U.S. jurisdiction in order to perfect the Collateral Agent’s security interests in any intellectual property)Document, (iiiC) deliver to such other documentation as the Administrative Agent may reasonably request in connection therewith, including, without limitation, certified resolutions of such opinionsPerson, certified organizational and authorizing documents of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and certificates referred enforceability of the Guarantor Joinder Agreement subject to customary assumptions and qualifications) and other items 103 93782947_8 of the type required to be delivered pursuant to Section 5.1(a), all in Section 5.1 as may be form, content and scope reasonably requested by satisfactory to the Administrative Agent, (ivD) if such the Equity Interests of such Person are certificated, deliver to the Collateral Administrative Agent such original certificated Equity Interests or other certificates and stock or other transfer powers evidencing the Equity Interests of such Person, Person and (vE) deliver to the Administrative Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent with respect to such Domestic Subsidiary, and (vi) deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent.

Additional Domestic Subsidiaries. Promptly Such Borrower shall promptly notify the Administrative Agent of the creation or acquisition of any Subsidiary that is a Domestic Subsidiary (other than an Excluded Subsidiary) or if any existing Domestic Subsidiary is required to become a Guarantor pursuant to the financial tests set forth in the definition of “Immaterial Subsidiary” (including as a result of the aggregation tests set forth in such definition) no longer constitutes an Inactive Subsidiary and, within thirty sixty (3060) days after such creation, creation or acquisition (or qualificationthe date any existing Domestic Subsidiary no longer constitutes an Inactive Subsidiary), as such time period may be extended by the Administrative Agent in its sole discretion, cause such Domestic Subsidiary (other than an Inactive Subsidiary or a Foreign Holding Company) to (i) become a Guarantor by delivering to the Administrative Agent a duly executed supplement to the Loan Party Guaranty Agreement or such other document as the Administrative Agent shall deem appropriate for such purpose, (ii) grant a security interest in all Collateral (other than Excluded Assetssubject to the exceptions specified in the Collateral Agreement) owned by such Domestic Subsidiary by delivering to the Collateral Administrative Agent a duly executed supplement to each applicable Security Collateral Document or such other document as the Collateral Administrative Agent shall deem appropriate for such purpose and comply with the terms of each applicable Security Document (provided that no actions shall be required in any non-U.S. jurisdiction in order to perfect the Collateral Agent’s security interests in any intellectual property)Document, (iii) deliver to the Administrative Agent such opinions, documents and certificates referred to in Section 5.1 4.01 as may be reasonably requested by the Administrative Agent, (iv) if such Equity Interests are certificated, deliver to the Collateral Administrative Agent such original certificated Equity Interests or other certificates and stock or other transfer powers evidencing the Equity Interests of such Person, (v) deliver to the Administrative Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent with respect to such Domestic Subsidiary, and (vi) deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent.

Additional Domestic Subsidiaries. Promptly notify the Administrative Agent The Company will, and will cause each of its Subsidiaries to, promptly after the creation or acquisition of any Domestic Subsidiary that is a Domestic not an Excluded Subsidiary or any formerly Excluded Subsidiary ceases to be an Excluded Subsidiary (other than an Excluded Subsidiary) or if any Subsidiary is required to become a Guarantor pursuant to the financial tests set forth in the definition of “Immaterial Subsidiary” (including as a result of the aggregation tests set forth in such definition) and, in any event, within thirty (30) 45 days after such creation, acquisition or qualificationchange (which change shall be determined and be deemed to have occurred at the time financial statements for the applicable period have been provided by the Company pursuant to this Agreement), as such time period may be extended by the Administrative Collateral Agent in its sole discretion, ) cause such Domestic Subsidiary Person or any other Person that guarantees the obligations under any Material Credit Facility to (i) become a Guarantor by delivering to the Administrative Collateral Agent (with a copy to each holder of Notes) a duly executed supplement to the Subsidiary Guaranty Agreement or such other document as the Administrative Agent Required Holders shall deem appropriate for such purpose, (ii) grant a security interest in all Collateral (other than Excluded Assetssubject to the exceptions specified in the Security Agreement) owned by such Domestic Subsidiary by delivering to the Collateral Agent (with a copy to each holder of Notes) a duly executed supplement to each applicable Security Document or such other document as the Collateral Agent or the Required Holders shall deem appropriate for such purpose and comply with the terms of each applicable Security Document (provided that no actions shall be required in any non-U.S. jurisdiction in order to perfect the Collateral Agent’s security interests in any intellectual property)Document, (iii) deliver to the Administrative Collateral Agent (with a copy to each holder of Notes) such opinions, documents and certificates referred to in Section 5.1 as may be reasonably requested by the Administrative AgentCollateral Agent or the Required Holders, (iv) if such Equity Interests are certificatedto the extent required by the Security Agreement, deliver to the Collateral Agent such original certificated Equity Interests or other certificates and stock or other transfer powers evidencing the Equity Interests of such PersonPerson (to the extent certificated), (v) deliver to the Administrative Collateral Agent and the holders of Notes such updated Schedules to the Loan Transaction Documents as reasonably requested by the Administrative Collateral Agent or the Required Holders with respect to such Domestic SubsidiaryPerson, and (vi) deliver to the Administrative Collateral Agent (with a copy to each holder of Notes) such other documents as may be reasonably requested by the Administrative AgentCollateral Agent or the Required Holders, all in form, content and scope reasonably satisfactory to the Administrative AgentCollateral Agent and the Required Holders.

Additional Domestic Subsidiaries. (i) Promptly notify the Administrative Agent of after the creation or acquisition of any Subsidiary that is a Domestic Subsidiary (other than an Excluded Subsidiary) or if any upon a Subsidiary is required to become (other than an Excluded Subsidiary) becoming a Guarantor pursuant to the financial tests set forth in the definition of “Immaterial Subsidiary” (including Material Subsidiary or being designated as a result of the aggregation tests set forth Restricted Subsidiary (and, in such definition) andany event, within thirty (30) days after such creation, acquisition or qualificationdesignation, as such time period may be extended by the Administrative Agent in its sole discretion, ) cause such Domestic Subsidiary that is not an Excluded Subsidiary to (iA) become a Subsidiary Guarantor by delivering to the Administrative Agent a duly executed supplement to the U.S. Guaranty Agreement or such other document as the Administrative Agent shall deem appropriate for such purpose, (iiB) grant a security interest in all Collateral (other than Excluded Assetssubject to the exceptions specified in the Collateral Agreement) owned by such Domestic Subsidiary by delivering to the Collateral Administrative Agent a duly executed supplement to each applicable Security Document or such other document as the Collateral Administrative Agent shall deem appropriate for such purpose and comply with the terms of each applicable Security Document (provided that no actions shall be required in any non-U.S. jurisdiction in order to perfect the Collateral Agent’s security interests in any intellectual property)Document, (iiiC) deliver to the Administrative Agent such opinions, documents and certificates referred to in Section 5.1 4.1 as may be reasonably requested by the Administrative Agent, (ivD) if such Equity Interests are certificated, deliver to the Collateral Administrative Agent such original certificated Equity Interests or other certificates and stock or other transfer powers evidencing the Equity Interests of such PersonSubsidiary, and (vE) deliver to the Administrative Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent with respect to such Domestic Subsidiary, and (vi) deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent. Notwithstanding anything to the contrary herein, (1) the foregoing requirements shall not apply to Excluded Subsidiaries and (2) no Credit Party shall be required to pledge more than sixty-five percent (65%) of the total outstanding voting Equity Interests (and one hundred percent (100%) of the non-voting Equity Interests) in any CFC Holding Company.

Additional Domestic Subsidiaries. Promptly If any Loan Party shall form or directly acquire all or substantially all of the outstanding Equity Interests of a Material Subsidiary after the Closing Date, or a Subsidiary becomes a domestic Material Subsidiary after the Closing Date, the Borrower will notify the Administrative Agent of and the creation or acquisition of any Collateral Agent thereof and such Loan Party will cause such Subsidiary that is a Domestic Subsidiary (other than an Excluded Subsidiary) or if any Subsidiary is required to become a Guarantor pursuant to the financial tests set forth in the definition of “Immaterial Subsidiary” Loan Party hereunder and under each applicable Collateral Document within fifteen (including as a result of the aggregation tests set forth in such definition15) and, within thirty (30) days Business Days after such creation, acquisition Subsidiary is formed or qualification, as acquired and promptly take such time period may be extended by actions to create and perfect Liens on such Subsidiary’s assets to secure the Administrative Agent in its sole discretion, cause such Domestic Subsidiary to (i) become a Guarantor by delivering to the Administrative Agent a duly executed supplement to the Guaranty Agreement or such other document Secured Obligations as the Administrative Agent shall deem appropriate for such purpose, (ii) grant a security interest in all Collateral (other than Excluded Assets) owned by such Domestic Subsidiary by delivering to the Collateral Agent a duly executed supplement to each applicable Security Document or such other document as the Collateral Agent shall deem appropriate for such purpose reasonably request in accordance with and comply with subject to the terms of each applicable Security Document (Collateral Documents; provided that no actions (i) Mortgages shall only be required in respect of Material Real Property and (ii) notwithstanding the foregoing, no Subsidiary will be required to become or remain a Guarantor or provide or maintain a Lien on any nonof its assets as security for any of the Obligations (A) if such Subsidiary is not a wholly-U.S. jurisdiction owned Subsidiary; (B) to the extent doing so would (1) in order to perfect the Collateral Agent’s security interests case of any CFC or any assets of a CFC, result in any intellectual property)materially adverse tax consequences or (2) be prohibited by any applicable law; (C) such Person is an Excluded Subsidiary; or (D) if, (iii) deliver to in the reasonable judgment of the Administrative Agent such opinionsand the Borrower, documents and certificates referred the cost of providing a Guarantee Obligation hereunder is excessive in relation to in Section 5.1 as may the benefits to be reasonably requested obtained by the Administrative Agent, (iv) if such Lenders therefrom. If any certificated shares of Equity Interests of any such Subsidiary, or any Debt of any such Subsidiary exceeding $1,000,000, are certificatedowned by or on behalf of any Loan Party, deliver such Loan Party will cause such shares and promissory notes evidencing such Debt to be pledged to secure the Collateral Agent Secured Obligations within fifteen (15) Business Days after such original certificated Subsidiary is formed or such shares of Equity Interests or other certificates and stock or other transfer powers evidencing the Debt are acquired (except that, if such Subsidiary is a Foreign Subsidiary, shares of Equity Interests of such Person, (v) deliver Subsidiary to be pledged shall be limited to 65% of the Administrative Agent outstanding shares of Equity Interests of such updated Schedules to the Loan Documents as requested by the Administrative Agent with respect to such Domestic Subsidiary, and (vi) deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent).

Additional Domestic Subsidiaries. Promptly notify the Administrative Agent of after the creation or acquisition of any Domestic Subsidiary that is a Domestic not an Excluded Subsidiary or any formerly Excluded Subsidiary ceases to be an Excluded Subsidiary (other than an Excluded Subsidiary) or if any Subsidiary is required to become a Guarantor pursuant to the financial tests set forth in the definition of “Immaterial Subsidiary” (including as a result of the aggregation tests set forth in such definition) and, in any event, within thirty forty-five (3045) days after such creation, acquisition or qualificationchange (which change shall be determined and be deemed to have occurred at the time financial statements for the applicable period have been provided by the Borrower pursuant to this Agreement), as such time period may be extended by the Administrative Collateral Agent in its sole discretion, ) cause such Domestic Subsidiary Person or any other Person that guarantees the Senior Notes to (i) become a Guarantor by delivering to the Administrative Collateral Agent a duly executed supplement to the Guaranty Agreement and Security Agreement or such other document as the Administrative Collateral Agent shall deem appropriate for such purpose, (ii) grant a security interest in all Collateral (other than Excluded Assetssubject to the exceptions specified in the Security Agreement) owned by such Domestic Subsidiary by delivering to the Collateral Agent a duly executed supplement to each applicable Security Document or such other document as the Collateral Agent shall deem appropriate for such purpose and comply with the terms of each applicable Security Document (provided that no actions shall be required in any non-U.S. jurisdiction in order to perfect the Collateral Agent’s security interests in any intellectual property)Document, (iii) deliver to the Administrative Collateral Agent such opinions, documents and certificates referred to in Section 5.1 6.1 as may be reasonably requested by the Administrative Collateral Agent, (iv) if such Equity Interests are certificatedto the extent required 100 by the Security Agreement, deliver to the Collateral Agent such original certificated Equity Interests or other certificates and stock or other transfer powers evidencing the Equity Interests of such PersonPerson (to the extent certificated), (v) deliver to the Administrative Collateral Agent such updated Schedules to the Loan Documents as reasonably requested by the Administrative Collateral Agent with respect to such Domestic SubsidiaryPerson, and (vi) deliver to the Administrative Collateral Agent such other documents as may be reasonably requested by the Administrative Collateral Agent, all in form, content and scope reasonably satisfactory to the Administrative Collateral Agent.

Additional Domestic Subsidiaries. Promptly notify In the Administrative Agent of event that after the creation Effective Date (i) any Borrower acquires or acquisition of creates any Subsidiary that is a Domestic Subsidiary (other than an Excluded Immaterial Subsidiary, a Massachusetts Securities Corporation or a Subsidiary that is an Additional Borrower) or if (ii) any Domestic Subsidiary is required ceases to become a Guarantor pursuant to the financial tests set forth in the definition of “be an Immaterial Subsidiary” , a Massachusetts Securities Corporation or an Additional Borrower, the Borrowers shall promptly (including as a result of the aggregation tests set forth and in such definition) and, any event within thirty (30) days after days, or such creation, acquisition or qualification, longer time as such time period may be extended by the Administrative Agent may agree) after the acquisition or creation of such Subsidiary, or the change in its sole discretionsuch Subsidiary’s status as an Immaterial Subsidiary, Massachusetts Securities Corporation or an Additional Borrower, cause such Domestic Subsidiary to (i) become a Subsidiary Guarantor by delivering to the Administrative Agent either (x) a Subsidiary Guarantee Agreement, if such Domestic Subsidiary is the first Domestic Subsidiary to become a Subsidiary Guarantor hereunder or (y) a joinder to the applicable Subsidiary Guarantee Agreement (in the form contemplated thereby), in either case duly executed supplement by such Subsidiary, pursuant to which such Subsidiary agrees to be bound by the Guaranty terms and provisions of such Subsidiary Guarantee Agreement, and such Subsidiary Guarantee Agreement or joinder, as applicable, shall be accompanied by such other document additional documents (including legal opinions) and certificates pertaining to such Subsidiary as the Administrative Agent shall deem appropriate for such purpose, (ii) grant a security interest in all Collateral (other than Excluded Assets) owned by such Domestic Subsidiary by delivering to or its counsel received on the Collateral Agent a duly executed supplement to each applicable Security Document or such other document as the Collateral Agent shall deem appropriate for such purpose and comply with the terms of each applicable Security Document (provided that no actions shall be required in any non-U.S. jurisdiction in order to perfect the Collateral Agent’s security interests in any intellectual property), (iii) deliver to the Administrative Agent such opinions, documents and certificates referred to in Section 5.1 as may be reasonably requested by the Administrative Agent, (iv) if such Equity Interests are certificated, deliver to the Collateral Agent such original certificated Equity Interests or other certificates and stock or other transfer powers evidencing the Equity Interests of such Person, (v) deliver to the Administrative Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent Effective Date with respect to such Domestic Subsidiary, and (vi) deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative AgentLMI, all in form, content form and scope substance reasonably satisfactory to the Administrative AgentAgent and its counsel.

Additional Domestic Subsidiaries. Promptly notify the Administrative Agent of the creation or acquisition of (and, in any Subsidiary that is a Domestic Subsidiary (other than an Excluded Subsidiary) or if any Subsidiary is required to become a Guarantor pursuant to the financial tests set forth in the definition of “Immaterial Subsidiary” (including as a result of the aggregation tests set forth in such definition) andevent, within thirty (30) days after such creation, acquisition or qualificationdays, as such time period may be extended by the Administrative Agent in its sole discretion) after (i) the creation or Acquisition of any Domestic Subsidiary (other than an Excluded Subsidiary or an Insignificant Subsidiary), (ii) a Domestic Subsidiary (other than an Excluded Subsidiary) ceases to be an Insignificant Subsidiary or (iii) the date any Person otherwise qualifies as a Domestic Subsidiary (other than an Excluded Subsidiary or an Insignificant Subsidiary), in each case, cause such Domestic Subsidiary Person to (iA) become a Guarantor by delivering to the Administrative Agent a duly executed supplement to the Guaranty Joinder Agreement or such other document as the Administrative Agent shall reasonably request and deem appropriate for such purpose, (iiB) grant a security interest in all Collateral (other than Excluded Assetssubject to the exceptions specified in the applicable Security Documents) owned by such Domestic Subsidiary by delivering to the Collateral Administrative Agent a duly executed supplement to each applicable Security Document Joinder Agreement, Pledge Joinder Agreement or such other document as the Collateral Administrative Agent shall reasonably request and deem appropriate for such purpose and comply with the terms of each applicable Security Document (provided that no actions shall be required in any non-U.S. jurisdiction in order to perfect the Collateral Agent’s security interests in any intellectual property)Document, (iiiC) deliver to the Administrative Agent such opinions, certificates and other documents and certificates referred to in Section 5.1 4.01 with respect to such Domestic Subsidiary as may be reasonably requested by the Administrative Agent, (ivD) if such Equity Interests are certificated, deliver to the Collateral Administrative Agent such original certificated Equity Interests or other certificates and stock or other transfer powers evidencing the Equity Interests of such Person, (v) deliver Domestic Subsidiary and the Equity Interests of any other Subsidiaries held by such Domestic Subsidiary and required to the Administrative Agent such updated Schedules be pledged pursuant to the Loan Documents as requested Documents, together with appropriate undated stock or other transfer powers for each certificate duly executed in blank by the Administrative Agent with respect to such Domestic Subsidiary, registered owner thereof and (viE) deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative AgentAgent in connection with such Person becoming a Guarantor, all in form, content and scope reasonably satisfactory to the Administrative Agent.

Additional Domestic Subsidiaries. Promptly notify the Administrative Agent of the creation or acquisition of any Subsidiary that is a Domestic Subsidiary (other than an Excluded Subsidiary) or if any Subsidiary is required to become a Guarantor pursuant to the financial tests set forth in the definition of “Immaterial Subsidiary” (including as a result of the aggregation tests set forth in such definition) and, in any event, within thirty sixty (3060) days after such creation, acquisition or qualificationdays, as such time period may be extended by the Administrative Agent in its sole discretion) after (i) the creation or Acquisition (including by statutory division) of any Domestic Subsidiary (other than an Excluded Subsidiary or an Immaterial Subsidiary) or (ii) a Domestic Subsidiary (other than an Excluded Subsidiary) ceases to be an Immaterial Subsidiary, in each case, cause such Domestic Subsidiary Person to (iA) become a Subsidiary Guarantor by delivering to the Administrative Agent a duly executed supplement to the Guaranty Agreement or such other document as the Administrative Agent shall reasonably request and deem appropriate for such purpose, (iiB) grant a security interest in all Collateral (other than Excluded Assetssubject to the exceptions specified in the Collateral Agreement) owned by such Domestic Subsidiary by delivering to the Collateral Administrative Agent a duly executed supplement to each applicable Security Document or such other document as the Collateral Administrative Agent shall reasonably request and deem appropriate for such purpose and comply with the terms of each applicable Security Document (provided that no actions shall be required in any non-U.S. jurisdiction in order to perfect the Collateral Agent’s security interests in any intellectual property)Document, (iiiC) deliver to the Administrative Agent such opinions, documents and certificates referred to in Section 5.1 6.1 as may be reasonably requested by the Administrative Agent, (ivD) if such Equity Interests are certificated, deliver to the Collateral Administrative Agent such original certificated Equity Interests or other certificates and stock or other transfer powers evidencing the Equity Interests of such Person, (vE) deliver to the Administrative Agent such updated Schedules to the Disclosure Letter and Loan Documents as requested by the Administrative Agent with respect to such Domestic Subsidiary, and (viF) deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent.

Additional Domestic Subsidiaries. Promptly notify the Administrative Agent of (i) the creation or acquisition of any Subsidiary that is a Domestic Subsidiary or any Foreign Subsidiary to the extent that a guaranty of such Foreign Subsidiary of the Secured Obligations would not have a material adverse consequence for the Borrower or any other Credit Party or result in a violation of Applicable Law (in each case other than an Excluded Immaterial Subsidiary) or if any (ii) a Subsidiary is required ceases to become a Guarantor pursuant to the financial tests set forth in the definition of “be an Immaterial Subsidiary” (including as a result of the aggregation tests set forth in such definition) , and, in any event, within thirty forty-five (3045) days after such creation, acquisition or qualification, change in status (as such time period may be extended by the Administrative Agent in its sole discretion, ) cause such Domestic Subsidiary Person to (iA) become a Subsidiary Guarantor by delivering to the Administrative Agent a duly executed supplement to the Guaranty Agreement or such other document as the Administrative Agent shall deem appropriate for such purpose, (iiB) grant a security interest in all Collateral (other than Excluded Assetssubject to the exceptions specified in the Collateral Agreement) owned by such Domestic Subsidiary by delivering to the Collateral Administrative Agent a duly executed supplement to each applicable Security Document or such other document as the Collateral Administrative Agent shall deem appropriate for such purpose and comply with the terms of each applicable Security Document (provided that no actions shall be required in any non-U.S. jurisdiction in order to perfect the Collateral Agent’s security interests in any intellectual property)Document, (iiiC) deliver to the Administrative Agent such opinions, documents and certificates referred to in Section 5.1 6.1 as may be reasonably requested by the Administrative Agent, (ivD) if such Equity Interests are certificated, deliver to the Collateral Administrative Agent such original certificated Equity Interests or other certificates and stock or other transfer powers evidencing the Equity Interests of such Person, (vE) deliver to the Administrative Agent such updated Schedules to the Loan Documents as reasonably requested by the Administrative Agent with respect to such Domestic SubsidiaryPerson, and (viF) deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent.

Additional Domestic Subsidiaries. Promptly notify the Administrative Agent of (i) the creation or acquisition (including by statutory division) of any Subsidiary that is a Domestic Subsidiary (other than an Excluded Immaterial Subsidiary) or if any (ii) a Domestic Subsidiary is required ceasing to become a Guarantor pursuant to the financial tests set forth in the definition of “be an Immaterial Subsidiary” (including as a result of the aggregation tests set forth in such definition) , and, in any event, within thirty forty-five (3045) days after such creation, acquisition or qualification, change in status (as such time period may be extended by the Administrative Agent in its sole discretion, ) cause such Domestic Subsidiary to (iA) become a Subsidiary Guarantor by delivering to the Administrative Agent a duly executed supplement to the Guaranty Agreement or such other document as the Administrative Agent shall reasonably deem appropriate for such purpose, (iiB) grant a security interest in all Collateral (other than Excluded Assetssubject to the exceptions specified in the Collateral Agreement) owned by such Domestic Subsidiary by delivering to the Collateral Administrative Agent a duly executed supplement to each applicable Security Document or such other document as the Collateral Administrative Agent shall reasonably deem appropriate for such purpose and comply with the terms of each applicable Security Document (provided that no actions shall be required in any non-U.S. jurisdiction in order to perfect the Collateral Agent’s security interests in any intellectual property)Document, (iiiC) deliver to the Administrative Agent such opinions, documents and certificates referred to in Section 5.1 6.1 as may be reasonably requested by the Administrative Agent, (ivD) if such Equity Interests are certificated, deliver to the Collateral Administrative Agent such original certificated Equity Interests or other certificates and stock or other transfer powers evidencing the Equity Interests of such PersonDomestic Subsidiary, (vE) deliver to the Administrative Agent such updated Schedules to the Loan Documents as reasonably requested by the Administrative Agent with respect to such Domestic Subsidiary, and (viF) deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent.

Additional Domestic Subsidiaries. Promptly Such Borrower shall promptly notify the Administrative Agent of the creation or acquisition (including by division) of any Subsidiary that is a Domestic Subsidiary (other than an Excluded Subsidiary) or if any existing Domestic Subsidiary is required to become a Guarantor pursuant to the financial tests set forth in the definition of “Immaterial Subsidiary” (including as a result of the aggregation tests set forth in such definition) no longer constitutes an Inactive Subsidiary and, within thirty sixty (3060) days after such creation, creation or acquisition (or qualificationthe date any existing Domestic Subsidiary no longer constitutes an Inactive Subsidiary), as such time period may be extended by the Administrative Agent in its sole discretion, cause such Domestic Subsidiary (other than an Inactive Subsidiary or a Foreign Holding Company) to (i) become a Guarantor by delivering to the Administrative Agent a duly executed supplement to the Loan Party Guaranty Agreement or such other document as the Administrative Agent shall deem appropriate for such purpose, (ii) grant a security interest in all Collateral (other than Excluded Assetssubject to the exceptions specified in the Collateral Agreement) owned by such Domestic Subsidiary by delivering to the Collateral Administrative Agent a duly executed supplement to each applicable Security Collateral Document or such other document as the Collateral Administrative Agent shall deem appropriate for such purpose and comply with the terms of each applicable Security Document (provided that no actions shall be required in any non-U.S. jurisdiction in order to perfect the Collateral Agent’s security interests in any intellectual property)Document, (iii) deliver to the Administrative Agent such opinions, documents and certificates referred to in Section 5.1 4.01 as may be reasonably requested by the Administrative Agent, (iv) if such Equity Interests are certificated, deliver to the Collateral Administrative Agent such original certificated Equity Interests or other certificates and stock or other transfer powers evidencing the Equity Interests of such Person, (v) deliver to the Administrative Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent with respect to such Domestic Subsidiary, and (vi) deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent.

Additional Domestic Subsidiaries. Promptly As of the date any Compliance Certificate referred to in Section 7.13(a) is required to be delivered, notify the Administrative Agent of the creation or acquisition of any Subsidiary that is a Domestic Subsidiary (other than or any Domestic Subsidiary ceasing to be an Excluded Subsidiary) or if any Subsidiary is required to become a Guarantor pursuant to during the financial tests set forth in period covered by the definition of “Immaterial Subsidiary” Compliance Certificate (including as a result of the aggregation tests set forth in such definition) and, in any event, within thirty forty-five (3045) days after such notice of such creation, acquisition or qualificationcessation, as such time period may be extended by the Administrative Agent in its sole discretion), and cause (A) such Domestic Subsidiary (other than an Excluded Subsidiary) to (i) become a Guarantor and grant a security interest in all personal and/or real property of such Domestic Subsidiary (subject to the exceptions specified in the Collateral Documents) owned by such Subsidiary by delivering to the Administrative Agent a duly executed supplement to Guaranty Joinder (as defined in the Guaranty Agreement or such other document Agreement) and a Joinder (as defined in the Administrative Agent shall deem appropriate for such purpose, Security Agreement) and (ii) grant a security interest in all Collateral (other than Excluded Assets) owned by such Domestic Subsidiary by delivering to the Collateral Agent a duly executed supplement to each applicable Security Document or such other document as the Collateral Agent shall deem appropriate for such purpose and comply with the terms of each applicable Security Document (provided that no actions shall be required in any non-U.S. jurisdiction in order to perfect the Collateral Agent’s security interests in any intellectual property), (iii) deliver to the Administrative Agent such opinions, documents and certificates of the type referred to in Section 5.1 6.1 [Initial Loans and Letters of Credit] as may be reasonably requested by the Administrative Agent, Agent and (ivB) if such Subsidiary and each Loan Party that owns Equity Interests are certificated, of such Subsidiary to (i) deliver to the Collateral Administrative Agent such original certificated Equity Interests (if any) or other certificates and stock or other transfer powers evidencing the Equity Interests of such PersonDomestic Subsidiary, (vii) deliver to the Administrative Agent such updated Schedules to the Loan Documents as reasonably requested by the Administrative Agent with respect to such Domestic Subsidiary, Subsidiary and (viiii) deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent, all in form, content form and scope reasonably satisfactory to the Administrative Agent; provided that any pledge of the Equity Interests of a Domestic Subsidiary that is a FSHCO shall be limited to sixty five percent (65%) of the total outstanding voting Equity Interests (and one hundred percent (100%) of the non-voting Equity Interests) of any such Domestic Subsidiary. Notwithstanding the foregoing, such pledge by a Loan Party of the Equity Interests of a First Tier Foreign Subsidiary (other than an Australian Subsidiary) shall not be required to be granted and perfected under foreign law governed security documents.

Additional Domestic Subsidiaries. Promptly notify Notify the Administrative Agent of (i) the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary in accordance with Section 8.12 or (ii) the creation or acquisition of any Domestic Subsidiary that is a Domestic Restricted Subsidiary and promptly thereafter (other than an Excluded Subsidiary) or if and in any Subsidiary is required to become a Guarantor pursuant to the financial tests set forth in the definition of “Immaterial Subsidiary” (including as a result of the aggregation tests set forth in such definition) and, event within thirty (30) days after such creation, acquisition or qualification, as such time period may be extended by the Administrative Agent in its sole discretiondays), cause such Domestic Subsidiary Person to (iA) become a Subsidiary Guarantor by delivering to the Administrative Agent a duly executed supplement to the Subsidiary Guaranty Agreement or such other document as the Administrative Agent shall deem appropriate for such purpose, (iiB) grant except during a Collateral Release Period, pledge a security interest in all applicable Collateral (other than Excluded Assets) covered under the Security Documents owned by such Domestic Restricted Subsidiary by delivering to the Collateral Administrative Agent a duly executed supplement to each applicable Security Document or such other document as the Collateral Administrative Agent reasonably shall deem appropriate for such purpose and to comply with the terms of each applicable Security Document (provided that no actions shall be required in any non-U.S. jurisdiction in order to perfect the Collateral Agent’s security interests in any intellectual property)Document, (iiiC) deliver to the Administrative Agent such opinions, documents and certificates referred to in Section 5.1 as may be reasonably requested by the Administrative AgentXxxxxxxxxxxxxx Xxxxx, (ivX) if such Equity Interests are certificatedexcept during a Collateral Release Period, deliver to the Collateral Administrative Agent such original certificated Equity Interests Capital Stock or other certificates and stock or other transfer powers evidencing the Equity Interests Capital Stock of such Person, (vE) deliver to the Administrative Agent such updated Schedules to the Loan Documents as may be reasonably requested by the Administrative Agent with respect to such Domestic SubsidiaryPerson, and (viF) deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent.

Additional Domestic Subsidiaries. Promptly notify the Administrative Agent of the creation or acquisition of (and, in any Subsidiary that is a Domestic Subsidiary (other than an Excluded Subsidiary) or if any Subsidiary is required to become a Guarantor pursuant to the financial tests set forth in the definition of “Immaterial Subsidiary” (including as a result of the aggregation tests set forth in such definition) andevent, within thirty (30) days after such creation, acquisition or qualificationdays, as such time period may be extended by the Administrative Agent in its sole discretion) after (i) the creation or Acquisition of any Domestic Subsidiary (other than an Excluded Subsidiary or an Insignificant Subsidiary), (ii) a Domestic Subsidiary (other than an Excluded Subsidiary) ceases to be an Insignificant Subsidiary or (iii) the date any Person otherwise qualifies as a Domestic Subsidiary (other than an Excluded Subsidiary or an Insignificant Subsidiary), in each case, cause such Domestic Subsidiary Person to (iA) become a Guarantor by delivering to the Administrative Agent a duly executed supplement to the Guaranty Joinder Agreement or such other document as the Administrative Agent shall reasonably request and deem appropriate for such purpose, (iiB) except during a Collateral Release Period, grant a security interest in all Collateral (other than Excluded Assetssubject to the exceptions specified in the applicable Security Documents) owned by such Domestic Subsidiary by delivering to the Collateral Administrative Agent a duly executed supplement to each applicable Security Document Joinder Agreement, Pledge Joinder Agreement or such other document as the Collateral Administrative Agent shall reasonably request and deem appropriate for such purpose and comply with the terms of each applicable Security Document (provided that no actions shall be required in any non-U.S. jurisdiction in order to perfect the Collateral Agent’s security interests in any intellectual property)Document, (iiiC) deliver to the Administrative Agent such opinions, certificates and other documents and certificates referred to in Section 5.1 4.01 with respect to such Domestic Subsidiary as may be reasonably requested by the Administrative Agent, (ivD) if such Equity Interests are certificatedexcept during a Collateral Release Period, deliver to the Collateral Administrative Agent such original certificated Equity Interests or other certificates and stock or other transfer powers evidencing the Equity Interests of such Person, (v) deliver Domestic Subsidiary and the Equity Interests of any other Subsidiaries held by such Domestic Subsidiary and required to the Administrative Agent such updated Schedules be pledged pursuant to the Loan Documents as requested Documents, together with appropriate undated stock or other transfer powers for each certificate duly executed in blank by the Administrative Agent with respect to such Domestic Subsidiaryregistered owner thereof, and (viE) deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative AgentAgent in connection with such Person becoming a Guarantor, all in form, content and scope reasonably satisfactory to the Administrative Agent.

Additional Domestic Subsidiaries. Promptly notify the Administrative Agent of the creation or acquisition of any Subsidiary that is a Domestic Subsidiary and within sixty (other than an Excluded Subsidiary) or if any Subsidiary is required to become a Guarantor pursuant to the financial tests set forth in the definition of “Immaterial Subsidiary” (including as a result of the aggregation tests set forth in such definition) and, within thirty (3060) days after such creation, the creation or acquisition or qualificationof a Material Domestic Subsidiary, as such time period may be extended by the Administrative Agent in its sole discretion, cause such Material Domestic Subsidiary to (i) become a Subsidiary Guarantor by delivering to the Administrative Agent a duly executed supplement to the Subsidiary Guaranty Agreement or such other document as the Administrative Agent shall deem appropriate for such purpose, (ii) grant a security interest in all Collateral (other than Excluded Assetssubject to the exceptions specified in the Collateral Agreement) owned by such Domestic Subsidiary by delivering to the Collateral Administrative Agent a duly executed supplement to each applicable Security Document or such other document as the Collateral Administrative Agent shall deem appropriate for such purpose and comply with the terms of each applicable Security Document (provided that no actions shall be required in any non-U.S. jurisdiction in order to perfect the Collateral Agent’s security interests in any intellectual property)Document, (iii) deliver to the Administrative Agent such opinions, documents and certificates referred to in Section 5.1 6.1 as may be 81 reasonably requested by the Administrative Agent, (iv) if such Equity Interests are certificated, deliver to the Collateral Administrative Agent such original certificated Equity Interests or other certificates and stock or other transfer powers evidencing the Equity Interests of such Person, (v) deliver to the Administrative Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent with respect to such Domestic SubsidiaryPerson, and (vi) deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent.

Additional Domestic Subsidiaries. Promptly notify Notify the Administrative Agent of the creation or acquisition of any Subsidiary that is a Domestic Subsidiary (other than an Excluded Subsidiarya JV Subsidiary unless otherwise required by Section 9.17 and a Domestic Subsidiary that is a direct or indirect Subsidiary of a Foreign Subsidiary (other than a Disregarded Foreign Entity)) or if and promptly thereafter (and in any Subsidiary is required to become a Guarantor pursuant to the financial tests set forth in the definition of “Immaterial Subsidiary” (including as a result of the aggregation tests set forth in such definition) and, event within thirty (30) days after such creation, acquisition creation or qualification, as such time period may be extended by the Administrative Agent in its sole discretionacquisition), cause such Domestic Subsidiary Person to (i) become a Subsidiary Guarantor by delivering to the Administrative Agent a duly executed supplement to the Subsidiary Guaranty Agreement or such other document as the Administrative Agent shall deem appropriate for such purpose, (ii) grant a security interest in all Collateral (other than Excluded Assetssubject to the exceptions specified in the Collateral Agreement) owned by such Domestic Subsidiary by delivering to the Collateral Administrative Agent a duly executed supplement to each applicable Security Document or such other document as the Collateral Administrative Agent shall deem appropriate for such purpose and comply with the terms of each applicable Security Document (provided that no actions shall be required in any non-U.S. jurisdiction in order to perfect the Collateral Agent’s security interests in any intellectual property)Document, (iii) deliver to the Administrative Agent such opinions, documents and certificates referred to in Section 5.1 6.2 as may be reasonably requested by the Administrative AgentAgent (provided, that it is hereby agreed and acknowledged that each reference to a “Credit Party” in Section 6.2 as used herein shall be deemed to include the Limited Subsidiary Guarantor, as applicable), (iv) if such Equity Interests are certificated, deliver to the Collateral Administrative Agent such original certificated Equity Interests Capital Stock or other certificates and stock or other transfer powers evidencing the Equity Interests Capital Stock of such Person, (v) deliver to the Administrative Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent with respect to such Domestic SubsidiaryPerson, and (vi) deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent.

Additional Domestic Subsidiaries. Promptly notify the Administrative Agent of after the creation or acquisition of any Subsidiary that is a Domestic Subsidiary (other than an Excluded Subsidiary) or if after the division of any Subsidiary that is required a Delaware limited liability company in accordance with the terms of this Agreement or after any Domestic Subsidiary that is an Excluded Subsidiary ceases to become a Guarantor pursuant to the financial tests set forth be an Excluded Subsidiary (and, in the definition of “Immaterial Subsidiary” (including as a result of the aggregation tests set forth in such definition) andany event, within thirty (30) days after such creation, acquisition or qualificationa Responsible Officer of any Credit Party obtaining knowledge of any such cessation, as such time period may be extended by the Administrative Agent in its sole discretion, ) cause such Domestic Subsidiary Person to (i) become a Subsidiary Guarantor by delivering to the Administrative Agent a duly executed supplement to the Guaranty Agreement or such other document as the Administrative Agent shall deem appropriate for such purpose, (ii) grant a security interest in all Collateral (other than Excluded Assetssubject to the exceptions specified in the Collateral Agreement) owned by such Domestic Subsidiary by delivering to the Collateral Administrative Agent a duly executed supplement to each applicable Security Document or such other document as the Collateral Administrative Agent shall deem appropriate for such purpose and comply with the terms of each applicable Security Document (provided that no actions shall be required in any non-U.S. jurisdiction in order to perfect the Collateral Agent’s security interests in any intellectual property)Document, (iii) upon reasonable request of the Administrative Agent, deliver to the Administrative Agent such opinions, documents and certificates referred to in Section 5.1 6.1 as may be reasonably requested by the Administrative Agent, (iv) if such Equity Interests are certificated, deliver to the Collateral Administrative Agent such original certificated Equity Interests or other certificates and stock or other transfer powers evidencing the Equity Interests of such Person, and (v) deliver to the Administrative Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent with respect to such Domestic Subsidiary, and (vi) deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative AgentPerson.

Additional Domestic Subsidiaries. Promptly notify Notify the Administrative Agent of the creation or acquisition of any Subsidiary that is a Domestic Subsidiary and promptly thereafter (other than an Excluded Subsidiary) or if and in any Subsidiary is required to become a Guarantor pursuant to the financial tests set forth in the definition of “Immaterial Subsidiary” (including as a result of the aggregation tests set forth in such definition) and, event within thirty (30) days after such creation, acquisition creation or qualification, as such time period may be extended by the Administrative Agent in its sole discretionacquisition), cause such Domestic Subsidiary Person (other than a Restaurant Partnership), to (i) become a Guarantor by delivering to the Administrative Agent a duly executed supplement Joinder Agreement, (ii) grant to the Guaranty Administrative Agent a security interest in all assets owned by such Subsidiary (other than assets of a type that are excluded from the definition of "Collateral" under the Collateral Agreement) by delivering to the Administrative Agent a Joinder Agreement or such other document as the Administrative Agent shall deem appropriate for such purpose, (ii) grant a security interest in all Collateral (other than Excluded Assets) owned by such Domestic Subsidiary by delivering to the Collateral Agent a duly executed supplement to each applicable Security Document or such other document as the Collateral Agent shall deem appropriate for such purpose and comply with the terms of each applicable Security Document (provided that no actions shall be required in any non-U.S. jurisdiction in order to perfect the Collateral Agent’s security interests in any intellectual property)Document, (iii) deliver to the Administrative Agent such opinions, documents and certificates referred to in Section 5.1 SECTION 6.2B as may be reasonably requested by the Administrative Agent, (iv) if such Equity Interests are certificated, deliver to the Collateral Administrative Agent such original certificated Equity Interests Capital Stock or other certificates certificates, if any, and stock or other transfer powers powers, if any, evidencing the Equity Interests Capital Stock of such PersonPerson held by Holdings or any of its Subsidiaries, (v) deliver to the Administrative Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent with respect to such Domestic SubsidiaryPerson, and (vi) deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent; PROVIDED that no Domestic Subsidiary shall be required to pledge the stock or assets of a "controlled foreign corporation" within the meaning of Section 957 of the Code (a "CFC") except such Domestic Subsidiary shall pledge sixty-five percent (65%) of the total outstanding voting Capital Stock and all outstanding non-voting Capital Stock of any first tier CFC.

Additional Domestic Subsidiaries. Promptly notify Notify the Administrative Agent of the creation or acquisition of any Subsidiary that is a Material Domestic Subsidiary and promptly thereafter (other than an Excluded Subsidiary) or if and in any Subsidiary is required to become a Guarantor pursuant to the financial tests set forth in the definition of “Immaterial Subsidiary” (including as a result of the aggregation tests set forth in such definition) and, event within thirty (30) days (or such greater number of days to which the Administrative Amount may agree) after such creation, acquisition creation or qualification, as such time period may be extended by the Administrative Agent in its sole discretionacquisition), cause such Person (other than an Excluded Domestic Subsidiary Subsidiary) to (i) become a Subsidiary Guarantor by delivering to the Administrative Agent a duly executed supplement to the Subsidiary Guaranty Agreement or such other document as the Administrative Agent shall deem appropriate for such purpose, (ii) grant a security interest in all Collateral (other than Excluded Assetssubject to the exceptions specified in the Collateral Agreement) owned by such Domestic Subsidiary by delivering to the Collateral Administrative Agent a duly executed supplement to each applicable Security Document or such other document as the Collateral Administrative Agent shall deem appropriate for such purpose and comply with the terms of each applicable Security Document (provided that no actions shall be required in any non-U.S. jurisdiction in order to perfect the Collateral Agent’s security interests in any intellectual property)Document, (iii) deliver to the Administrative Agent such opinions, documents and certificates referred to in Section 5.1 6.1 as may be reasonably requested by the Administrative Agent, (iv) if such Equity Interests are certificated, deliver to the Collateral Administrative Agent such original certificated Equity Interests Capital Stock or other certificates and stock or other transfer powers evidencing the Equity Interests Capital Stock of such Person, (v) deliver to the Administrative Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent with respect to such Domestic SubsidiaryPerson, and (vi) deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, with respect to the Parago Acquisition, the reference above to “within thirty (30) days (or such greater number of days to which the Administrative Amount may agree)” shall be deemed to be a reference to “within five (5) Business Days (or such greater number of days to which the Administrative Amount may agree).”

Additional Domestic Subsidiaries. Promptly notify the Administrative Agent of after the creation or acquisition of any Subsidiary that is a Domestic Subsidiary (other than an Excluded Subsidiary) or if and, in any Subsidiary is required to become a Guarantor pursuant to the financial tests set forth in the definition of “Immaterial Subsidiary” (including as a result of the aggregation tests set forth in such definition) andevent, within thirty (30) days after such creation, acquisition creation or qualificationacquisition, as such time period may be extended by the Administrative Agent Lender in its sole discretionPermitted Discretion) Borrowers shall deliver or cause to be delivered to Lender Security Documents pledging one hundred percent (100%) of the total outstanding voting Equity Interests (and one hundred percent (100%) of the non-voting Equity Interests) of any such new Domestic Subsidiary, and cause such Domestic Subsidiary Person to (i) become a Borrower or a Guarantor by delivering to the Administrative Agent Lender a duly executed Guaranty or a supplement or joinder to the Guaranty this Agreement or to an existing Guaranty, as applicable, or such other document as the Administrative Agent Lender shall deem appropriate for such purpose, (ii) grant a security interest in all Collateral (other than Excluded Assets) owned by such Domestic Subsidiary by delivering to the Collateral Agent Lender a duly executed supplement to each applicable Security Document or such other document as the Collateral Agent Lender shall deem appropriate for such purpose and comply with the terms of each applicable Security Document (provided that no actions shall be required in any non-U.S. jurisdiction in order to perfect the Collateral Agent’s security interests in any intellectual property)Document, (iii) deliver to the Administrative Agent such opinions, documents and certificates referred to in Section 5.1 as may be reasonably requested by the Administrative Agent, (iv) if such Equity Interests are certificated, deliver to the Collateral Agent Lender such original certificated Equity Interests or other certificates and stock or other transfer powers evidencing the Equity Interests of such Person, (viv) deliver to the Administrative Agent Lender such updated Schedules to the Loan Documents as requested by the Administrative Agent Lender with respect to such Domestic SubsidiaryPerson, and (viv) deliver to the Administrative Agent Lender such other documents and certificates as may be reasonably requested by the Administrative AgentXxxxxx, all in form, content and scope reasonably satisfactory to the Administrative AgentLender.

Additional Domestic Subsidiaries. Promptly notify Notify the Administrative Agent of the creation or acquisition of any Subsidiary that is a Domestic Subsidiary and promptly thereafter (other than an Excluded Subsidiary) or if and in any Subsidiary is required to become a Guarantor pursuant to the financial tests set forth in the definition of “Immaterial Subsidiary” (including as a result of the aggregation tests set forth in such definition) and, event within thirty (30) days after such creation, acquisition creation or qualification, as such time period may be extended by the Administrative Agent in its sole discretionacquisition), cause such Domestic Subsidiary Person, to (i) become a Guarantor by delivering to the Administrative Agent a duly executed supplement Joinder Agreement, (ii) grant to the Guaranty Administrative Agent a security interest in all assets owned by such Subsidiary (other than assets of a type that are excluded from the definition of “Collateral” under the Collateral Agreement) by delivering to the Administrative Agent a Joinder Agreement or such other document as the Administrative Agent shall deem appropriate for such purpose, (ii) grant a security interest in all Collateral (other than Excluded Assets) owned by such Domestic Subsidiary by delivering to the Collateral Agent a duly executed supplement to each applicable Security Document or such other document as the Collateral Agent shall deem appropriate for such purpose and comply with the terms of each applicable Security Document (provided that no actions shall be required in any non-U.S. jurisdiction in order to perfect the Collateral Agent’s security interests in any intellectual property)Document, (iii) deliver to the Administrative Agent such opinions, documents and certificates referred to in Section 5.1 6.2 as may be reasonably requested by the Administrative Agent, (iv) if such Equity Interests are certificated, deliver to the Collateral Administrative Agent such original certificated Equity Interests Capital Stock or other certificates certificates, if any, and stock or other transfer powers powers, if any, evidencing the Equity Interests Capital Stock of such PersonPerson held by Holdings or any of its Subsidiaries, (v) deliver to the Administrative Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent with respect to such Domestic SubsidiaryPerson, and (vi) deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent; provided that no Domestic Subsidiary shall be required to pledge the stock or assets of a “controlled foreign corporation” within the meaning of Section 957 of the Code (a “CFC”) except such Domestic Subsidiary shall pledge sixty-six percent (66%) of the total outstanding voting Capital Stock and all outstanding non-voting Capital Stock of any first tier CFC.

Additional Domestic Subsidiaries. Promptly notify Notify the Administrative Agent of not less than 30 days prior to the creation or acquisition of date any Subsidiary that Person is to become a Domestic Subsidiary (other than an Excluded including any Acquired Entity that will be a Domestic Subsidiary) or if ), and promptly thereafter (and in any Subsidiary is required to become a Guarantor pursuant to the financial tests set forth in the definition event within 45 days of “Immaterial Subsidiary” (including as a result of the aggregation tests set forth in such definition) and, within thirty (30) days after such creation, acquisition or qualification, as such time period may be extended by the Administrative Agent in its sole discretionnotice), cause such Domestic Subsidiary Person to (ia) become a Guarantor by executing and delivering to the Administrative Agent a duly executed supplement to Guaranty in the form attached as Exhibit E or a counterpart of the Guaranty Agreement or such other document as the Administrative Agent shall deem appropriate for such purpose, (ii) grant a security interest in all Collateral (other than Excluded Assets) owned by such Domestic Subsidiary by delivering to the Collateral Agent a duly executed supplement to each applicable Security Document or such other document as the Collateral Agent shall deem appropriate for such purpose and comply with the terms of each applicable Security Document (provided that no actions shall be required in any non-U.S. jurisdiction in order to perfect the Collateral Agent’s security interests in any intellectual property), (iiib) deliver Security Documents granting a Lien to the Administrative Agent for the benefit of the Lenders in such opinionsPerson's Property to secure the Obligations together with any other documents, agreements, instruments, or actions necessary to create an Acceptable Security Interest in such collateral, (c) deliver a Pledge Agreement duly executed by the Borrower (or such Subsidiary as may own such Person), pledging 100% of the equity interests held by the Borrower (or such Subsidiary) in such Person, together with stock certificates, stock powers executed in blank, UCC-1 financing statements, and any other documents, agreements, on instruments necessary to create an Acceptable Security Interest in such equity interests; (d) deliver copies of the organizational documents of such Person certified to be true and certificates correct by an officer of such Person; and (e) deliver 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 in Section 5.1 as may be reasonably requested by the Administrative Agentclauses (a), (iv) if such Equity Interests are certificated, deliver to the Collateral Agent such original certificated Equity Interests or other certificates and stock or other transfer powers evidencing the Equity Interests of such Personb), (vc) deliver to and (d)) for the benefit of the Administrative Agent such updated Schedules to the Loan Documents as requested by Lenders and the Administrative Agent with respect to such Domestic Subsidiary, and (vi) deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative AgentL/C Issuer, all in form, content and scope reasonably satisfactory to the Administrative Agent. Administrative Agent shall promptly deliver copies of all such documents to each Lender.

Additional Domestic Subsidiaries. Promptly notify the Administrative Agent of after the creation or acquisition of any Domestic Subsidiary that is a Domestic not an Excluded Subsidiary or any formerly Excluded Subsidiary ceases to be an Excluded Subsidiary (other than an Excluded Subsidiary) or if any Subsidiary is required to become a Guarantor pursuant to the financial tests set forth in the definition of “Immaterial Subsidiary” (including as a result of the aggregation tests set forth in such definition) and, in any event, within thirty forty-five (3045) days after such creation, acquisition or qualificationchange (which change shall be determined and be deemed to have occurred at the time financial statements for the applicable period have been provided by the Company pursuant to this Agreement), as such time period may be extended by the Administrative Collateral Agent in its sole discretion, ) cause such Domestic Subsidiary Person or any other Person that guarantees the Senior Notes to (i) become a Guarantor by delivering to the Administrative Collateral Agent a duly executed Joinder Agreement and supplement to the Guaranty Security Agreement or such other document as the Administrative Collateral Agent shall deem appropriate for such purpose, (ii) grant a security interest in all Collateral (other than Excluded Assetssubject to the exceptions specified in the Security Agreement) owned by such Domestic Subsidiary by delivering to the Collateral Agent a duly executed supplement to each applicable Security Document or such other document as the Collateral Agent shall deem appropriate for such purpose and comply with the terms of each applicable Security Document (provided that no actions shall be required in any non-U.S. jurisdiction in order to perfect the Collateral Agent’s security interests in any intellectual property)Document, (iii) deliver to the Administrative Collateral Agent such opinions, documents and certificates referred to in Section 5.1 4.01 as may be reasonably requested by the Administrative Collateral Agent, (iv) if such Equity Interests are certificatedto the extent required by the Security Agreement, deliver to the Collateral Agent such original certificated Equity Interests or other certificates and stock or other transfer powers evidencing the Equity Interests of such PersonPerson (to the extent certificated), (v) deliver to the Administrative Collateral Agent such updated Schedules to the Loan Documents as reasonably requested by the Administrative Collateral Agent with respect to such Domestic SubsidiaryPerson, and (vi) deliver to the Administrative Collateral Agent such other documents as may be reasonably requested by the Administrative Collateral Agent, all in form, content and scope reasonably satisfactory to the Administrative Collateral Agent.

Additional Domestic Subsidiaries. Promptly notify In the Administrative Agent of the creation or acquisition of event that (i) any Subsidiary that is a Domestic Subsidiary (other than any Domestic Subsidiary existing on the Closing Date or any Receivables Entity) becomes a Material Domestic Subsidiary after the Closing Date, (ii) any Domestic Subsidiary existing on the Closing Date becomes a Material Domestic Subsidiary or (iii) any Domestic Subsidiary becomes a guarantor or an Excluded Subsidiaryobligor, whether as a borrower or an additional borrower or co-borrower or otherwise, for or in respect of any Debt for borrowed money of the Parent Borrower or any Restricted Subsidiary in excess of $100,000,000, then in each case under clause (i), (ii) or if any Subsidiary is required to become a Guarantor pursuant to (iii), the financial tests set forth in Parent Borrower shall promptly notify the definition of “Immaterial Subsidiary” Administrative 110599275_6 Agent and within ninety (including as a result of the aggregation tests set forth in such definition) and, within thirty (3090) days after such creation, acquisition or qualification, notification (as such time period may be extended by the Administrative Agent in its sole discretion), cause such Domestic Subsidiary Person to (iA) become a Guarantor by delivering execution and delivery of a Guarantor Joinder Agreement; provided, however, that no such Person which becomes a Material Domestic Subsidiary pursuant to any acquisition or merger shall be required to become a Guarantor if the Administrative Agent a duly executed supplement to incurrence of such obligation would violate any material agreement binding on such Person and in existence on the Guaranty Agreement date of such acquisition or such other document as the Administrative Agent shall deem appropriate for such purposemerger, (iiB) grant a security interest in all Collateral (other than Excluded Assetssubject to the exceptions specified in the Collateral Agreement) owned by such Domestic Subsidiary Person by delivering to the Collateral Administrative Agent a duly executed supplement to each applicable Security Document or such other document as the Collateral Administrative Agent shall deem appropriate for such purpose and comply with the terms of each applicable Security Document (provided that no actions shall be required in any non-U.S. jurisdiction in order to perfect the Collateral Agent’s security interests in any intellectual property)Document, (iiiC) deliver to such other documentation as the Administrative Agent may reasonably request in connection therewith, including, without limitation, certified resolutions of such opinionsPerson, certified organizational and authorizing documents of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and certificates referred enforceability of the Guarantor Joinder Agreement subject to customary assumptions and qualifications) and other items of the type required to be delivered pursuant to Section 5.1(a), all in Section 5.1 as may be form, content and scope reasonably requested by satisfactory to the Administrative Agent, (ivD) if such the Equity Interests of such Person are certificated, deliver to the Collateral Administrative Agent such original certificated Equity Interests or other certificates and stock or other transfer powers evidencing the Equity Interests of such Person, Person and (vE) deliver to the Administrative Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent with respect to such Domestic Subsidiary, and (vi) deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent.