Common use of Additional Loan Parties Clause in Contracts

Additional Loan Parties. Notify the Administrative Agent at the time that any Person becomes a Subsidiary, and promptly thereafter (and in any event within fifteen (15) days), cause any such Person (a) which is not a CFC, to (i) become a Loan Party by executing and delivering to the Administrative Agent a Joinder to this Agreement or a counterpart of the Facility Guaranty or such other document as the Administrative Agent shall deem appropriate for such purpose, (ii) xxxxx x Xxxx to the Collateral Agent on such Person’s assets to secure the Obligations, and (iii) deliver to the Administrative Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)), and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, to pledge such Equity Interests and promissory notes evidencing such Indebtedness (except that, if such Subsidiary is a CFC, the Equity Interests of such Subsidiary to be pledged may be limited to 65% of the outstanding voting Equity Interests of such Subsidiary and 100% of the non-voting Equity Interests of such Subsidiary and such time period may be extended based on local law or practice), in each case in form, content and scope reasonably satisfactory to the Administrative Agent. In no event shall compliance with this Section 6.12 waive or be deemed a waiver or Consent to any transaction giving rise to the need to comply with this Section 6.12 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or permit the inclusion of any acquired assets in the computation of the Borrowing Base.

Additional Loan Parties. Notify the Administrative Agent at the time that any Person becomes a Material Subsidiary, and promptly thereafter (and in any event within fifteen (15) days), cause any such Person ): (a) which cause such Material Subsidiary, if it is not a CFCCFC (other than a Canadian Subsidiary guaranteeing Canadian Liabilities), to (i) become to become, at the Agent’s option, a Loan Party Borrower or Guarantor by executing and delivering to the Administrative Agent a Joinder to this Agreement or a counterpart of the Facility Guaranty Loan Documents, or such other document documents as the Administrative Agent shall deem appropriate for such purpose, (ii) to xxxxx x Xxxx to the Collateral Agent on such PersonMaterial Subsidiary’s assets of the same type that constitute Collateral to secure the Obligations, and (iii) deliver to the Administrative Agent documents of the types referred to in clauses (iiiSections 4.01(a)(iii) and (iv) of Section 4.01(a) and favorable opinions of counsel to such Person Material Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (ai)), and (b) if any Equity Interests or Indebtedness of such Person Material Subsidiary are owned by or on behalf of owing to any Loan Party, to the extent that such Equity Interests or Indebtedness are not already Collateral, to pledge such Equity Interests and promissory notes evidencing such Indebtedness (except that, if such Material Subsidiary is a CFC, the Equity Interests of such Material Subsidiary to be pledged may by any Domestic Loan Party shall be limited to 65% of the outstanding voting Equity Interests of such Material Subsidiary and 100% of the non-voting Equity Interests of such Subsidiary and such time period may be extended based on local law or practice)Material Subsidiary, in each case in form, content and scope reasonably satisfactory to the Administrative Agent. In no event shall compliance with this Section 6.12 6.11 waive or be deemed a waiver or Consent to any transaction giving rise to the need to comply with this Section 6.12 6.11 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Material Subsidiary, an approval of such Person as a Borrower or permit the inclusion of any acquired assets in the computation of the Term Loan Borrowing Base, the Canadian Borrowing Base or the Domestic Revolving Borrowing Base.

Additional Loan Parties. Notify the Administrative Agent at the time that any Person becomes a Subsidiary, and promptly thereafter (and in any event within fifteen (15) days), cause any such Person (a) which is not a CFC, to (i) become a Loan Party Borrower or a Guarantor hereunder, as determined by the Administrative Agent in its discretion, by executing and delivering to the Administrative Agent a Joinder to this Agreement or a counterpart of the Facility Guaranty Guarantee or such other document as the Administrative Agent shall deem appropriate for such purpose, (ii) xxxxx gxxxx x Xxxx to the Collateral Agent on such Person’s assets to secure the Obligations, and (iii) iii deliver to the Administrative Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)), and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Partythe Borrower, to pledge such Equity Interests and promissory notes evidencing such Indebtedness (except that, if such Subsidiary is a CFC, the Equity Interests of such Subsidiary to be pledged may be limited to 65% of the outstanding voting Equity Interests of such Subsidiary and 100% of the non-voting Equity Interests of such Subsidiary and such time period may be extended based on local law or practice), in each case in form, content and scope reasonably satisfactory to the Administrative Agent. In no event shall compliance with this Section 6.12 waive or be deemed a waiver or Consent to any transaction giving rise to the need to comply with this Section 6.12 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or permit the inclusion of any acquired assets in the computation of the Borrowing Base.

Additional Loan Parties. (a) Notify the Administrative Agent at the time that promptly after any Person becomes a Domestic Subsidiary that is a Wholly Owned Subsidiary of any Domestic Loan Party (other than any Immaterial Subsidiary), and promptly thereafter (and in any event within fifteen thirty (1530) daysdays or such longer period as the Agents may agree), (a) cause any such Person Domestic Subsidiary that is a Wholly Owned Subsidiary (aother than any Immaterial Subsidiary) which is not a CFC, to (i) become a Loan Party Domestic Borrower or Guarantor by executing and delivering to the Administrative Agent a Joinder to this Agreement Agreement, and, in the case of a Guarantor, a Facility Guaranty (or a counterpart of the Facility Guaranty or such other document as the Administrative Agent shall deem appropriate for such purposesupplement thereto), (ii) xxxxx x Xxxx to the Collateral Administrative Agent on such Person’s assets to secure the Obligationsextent required by the Security Documents, and (iii) deliver to the Administrative Agent documents of the types referred to in clauses (iii), (iv), (xiv) and (ivxv) of Section 4.01(a) and favorable and, if requested by the Administrative Agent, customary 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 clause (a)), and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Domestic Loan Party, to such Domestic Loan Party shall pledge such Equity Interests and promissory notes evidencing such Indebtedness (if any) (except that, if such Subsidiary is a CFC, the Equity Interests of such Subsidiary will not be required to be pledged may be limited to 65% of pledged), in the outstanding voting manner and format required by the Pledge Agreement; provided that, no Equity Interests of such any Foreign Subsidiary and 100% of the non-voting Equity Interests of such Subsidiary and such time period may which is not a Canadian Loan Party shall be extended based on local law or practice), in each case in form, content and scope reasonably satisfactory required to the Administrative Agent. In no event shall compliance with this Section 6.12 waive or be deemed a waiver or Consent to any transaction giving rise to the need to comply with this Section 6.12 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or permit the inclusion of any acquired assets in the computation of the Borrowing Basepledged.

Additional Loan Parties. Notify the Administrative Agent Lender at the time that any Person (x) becomes a Subsidiary, and in each case promptly thereafter (and in any event within fifteen (15) days), cause any such Person (a) which is not a CFC, to (i) become a Loan Party by executing and delivering to the Administrative Agent Lender a Joinder to this Agreement or a counterpart of the Facility Guaranty or such other document documents as the Administrative Agent Lender shall deem appropriate for such purpose, (ii) xxxxx gxxxx x Xxxx to the Collateral Agent Lender on such Person’s assets of the same type that constitute Collateral to secure the Obligations, and (iii) deliver to the Administrative Agent Lender documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and favorable and, upon the reasonable request of the Lender, customary 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 clause (a)), and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, to pledge such Equity Interests and promissory notes evidencing such Indebtedness (except that, if such Subsidiary is a CFC, the Equity Interests of such Subsidiary to be pledged may be limited to 65% of the outstanding voting Equity Interests of such Subsidiary and 100% of the non-voting Equity Interests of such Subsidiary and such time period may be extended based on local law or practice), Subsidiary) in each case in form, content and scope reasonably satisfactory to the Administrative AgentLender. In no event shall compliance with this Section 6.12 waive or be deemed a waiver or Consent consent to any transaction giving rise to the need to comply with this Section 6.12 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or permit the inclusion of any acquired assets in the computation of the Borrowing Base.

Additional Loan Parties. (a) Notify the Administrative Agent at the time that promptly after any Person becomes a Domestic Subsidiary that is a Wholly Owned Subsidiary of any Domestic Loan Party (other than any Immaterial Subsidiary), and promptly thereafter (and in any event within fifteen thirty (1530) daysdays or such longer period as the Agents may agree), (a) cause any such Person Domestic Subsidiary that is a Wholly Owned Subsidiary (aother than any Immaterial Subsidiary) which is not a CFC, to (i) become a Loan Party Domestic Borrower or Guarantor by executing and delivering to the Administrative Agent a Joinder to this Agreement Agreement, and, in the case of a Guarantor, a Facility Guaranty (or a counterpart of the Facility Guaranty or such other document as the Administrative Agent shall deem appropriate for such purposesupplement thereto), (ii) xxxxx x Xxxx to the Collateral Administrative Agent on such Person’s assets to secure the Obligationsextent required by the Security Documents, and (iii) deliver to the Administrative Agent documents of the types referred to in clauses (iii), (iv), (xiv) and (ivxv) of Section 4.01(aARTICLE IV(a) and favorable and, if requested by the Administrative Agent, customary 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 clause (a)), and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Domestic Loan Party, to such Domestic Loan Party shall pledge such Equity Interests and promissory notes evidencing such Indebtedness (if any) (except that, if such Subsidiary is a CFC, the Equity Interests of such Subsidiary will not be required to be pledged may be limited to 65% of pledged), in the outstanding voting manner and format required by the Pledge Agreement; provided that, no Equity Interests of such any Foreign Subsidiary and 100% of the non-voting Equity Interests of such Subsidiary and such time period may which is not a Canadian Loan Party shall be extended based on local law or practice), in each case in form, content and scope reasonably satisfactory required to the Administrative Agent. In no event shall compliance with this Section 6.12 waive or be deemed a waiver or Consent to any transaction giving rise to the need to comply with this Section 6.12 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or permit the inclusion of any acquired assets in the computation of the Borrowing Basepledged.

Additional Loan Parties. Notify the Administrative Agent at the time that any Person becomes a SubsidiarySubsidiary and, and in each case promptly thereafter (and in any event within fifteen (15) days), cause any such Person (a) which is not a CFC or a Subsidiary of a CFC, to (i) become a Loan Party by executing and delivering to the Administrative Agent a Joinder to this Agreement or a counterpart of Joinder to the Facility Guaranty or such other document documents as the Administrative Agent shall deem appropriate for such purpose, (ii) xxxxx gxxxx x Xxxx to the Collateral Agent on such Person’s assets (other than Excluded Property) of the same type that constitute Collateral to secure the Obligations, and (iii) deliver to the Administrative Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in this clause (a)), and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, to pledge such Equity Interests and promissory notes evidencing such Indebtedness as Collateral (except that, if such Subsidiary is a CFC, the Equity Interests of such Subsidiary to be pledged may be limited to 6566% of the outstanding voting Equity Interests of such Subsidiary and 100% of the non-voting Equity Interests of such Subsidiary and if such Subsidiary is a Subsidiary of a CFC, no Equity Interests may be pledged, and such time period may be extended based on local law or practice), in each case in form, content and scope reasonably satisfactory to the Administrative Agent and the Term Agent. In no event shall compliance with this Section 6.12 waive or be deemed a waiver or Consent to any transaction giving rise to the need to comply with this Section 6.12 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or permit the inclusion of any acquired assets in the computation of the Borrowing Base.

Additional Loan Parties. Notify the Administrative Agent at the time that any Person becomes a Subsidiary, and promptly thereafter (and in any event within fifteen twenty (1520) daysdays or such longer time period as the Agent may agree in its reasonable discretion), cause any such Person (a) which is not a CFC, CFC to (i) become a Loan Party by executing and delivering to the Administrative Agent a Joinder Agreement to this Agreement or a counterpart of Joinder to the Facility Guaranty or such other document documents as the Administrative Agent shall deem appropriate for such purpose, (ii) xxxxx x Xxxx to the Collateral Agent on such Person’s assets of the same type that constitute Collateral to secure the Obligations, and (iii) deliver to the Administrative Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)), and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, to pledge such Equity Interests and promissory notes evidencing such Indebtedness (except that, if such Subsidiary is a CFC, the Equity Interests of such Subsidiary to be pledged may be limited to 65% of the outstanding voting Equity Interests of such Subsidiary and 100% of the non-voting Equity Interests of such Subsidiary and such time period may be extended based on local law or practiceSubsidiary), in each case in form, content and scope reasonably satisfactory to the Administrative Agent. In no event shall compliance with this Section 6.12 6.11 waive or be deemed a waiver or Consent to any transaction giving rise to the need to comply with this Section 6.12 6.11 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or permit the inclusion of any acquired assets in the computation of the Borrowing Base.

Additional Loan Parties. Notify the Administrative Agent at the time that any Person becomes a Subsidiary, and promptly thereafter (and in any event within fifteen (15) days), cause any such Person ): (a) which cause such Subsidiary, if it is a Material Subsidiary that is not a CFCCFC (other than a Canadian Subsidiary guaranteeing Canadian Liabilities), to (i) become to become, at the Agent’s option, a Loan Party Borrower or Guarantor by executing and delivering to the Administrative Agent a Joinder to this Agreement or a counterpart of the Facility Guaranty Loan Documents, or such other document documents as the Administrative Agent shall deem appropriate for such purpose, (ii) to xxxxx x Xxxx to the Collateral Agent on such PersonSubsidiary’s assets of the same type that constitute Collateral to secure the Obligations, and (iii) deliver to the Administrative Agent documents of the types referred to in clauses (iiiSections 4.01(a)(iii) and (iv) of Section 4.01(a) and favorable opinions of counsel to such Person Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (ai)), and (b) if any Equity Interests or Indebtedness of such Person Subsidiary are owned by or on behalf of owing to any Loan Party, to the extent that such Equity Interests or Indebtedness are not already Collateral, to pledge such Equity Interests and promissory notes evidencing such Indebtedness (except that, if such Subsidiary is a CFC, the Equity Interests of such Subsidiary to be pledged may by any Domestic Loan Party shall be limited to 65% of the outstanding voting Equity Interests of such Subsidiary and 100% of the non-voting Equity Interests of such Subsidiary and such time period may be extended based on local law or practice)Subsidiary, in each case in form, content and scope reasonably satisfactory to the Administrative Agent. In no event shall compliance with this Section 6.12 6.11 waive or be deemed a waiver or Consent to any transaction giving rise to the need to comply with this Section 6.12 6.11 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or permit the inclusion of any acquired assets in the computation of the Canadian Borrowing Base or Domestic Borrowing Base.

Additional Loan Parties. Notify the Administrative Agent at the time that any Person becomes a Subsidiary, and promptly thereafter (and in any event within fifteen (15) days), cause any such Person (a) which is not a CFC, to (i) become a Loan Party by executing and delivering to the Administrative Agent a Joinder to this Agreement or a counterpart of the Facility Guaranty or such other document as the Administrative Agent shall deem appropriate for such purpose, (ii) xxxxx x Xxxx to the Collateral Agent on such Person’s assets to secure the Obligations, and (iii) iii deliver to the Administrative Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)), and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, to pledge such Equity Interests and promissory notes evidencing such Indebtedness (except that, if such Subsidiary is a CFC, the Equity Interests of such Subsidiary to be pledged may be limited to 65% of the outstanding voting Equity Interests of such Subsidiary and 100% of the non-voting Equity Interests of such Subsidiary and such time period may be extended based on local law or practice), in each case in form, content and scope reasonably satisfactory to the Administrative Agent. In no event shall compliance with this Section 6.12 waive or be deemed a waiver of or Consent to any transaction giving rise to the need to comply with this Section 6.12 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or permit the inclusion of any acquired assets in the computation of the Borrowing Base.

Additional Loan Parties. Notify the Administrative Agent at the time that any Person becomes a Material Subsidiary, and promptly thereafter (and in any event within fifteen (15) days), cause any such Person ): (a) which cause such Material Subsidiary, if it is not a CFC, to (i) become to become, at the Agent’s option, a Loan Party Borrower or Guarantor by executing and delivering to the Administrative Agent a Joinder to this Agreement or a counterpart of the Facility Guaranty Loan Documents, or such other document documents as the Administrative Agent shall deem appropriate for such purpose, (ii) to xxxxx x Xxxx to the Collateral Agent on such PersonMaterial Subsidiary’s assets of the same type that constitute Collateral to secure the Obligations, and (iii) deliver to the Administrative Agent documents of the types referred to in clauses (iiiSections 4.01(a)(iii) and (iv) of Section 4.01(a) and favorable opinions of counsel to such Person Material Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (ai)), and (b) if any Equity Interests or Indebtedness of such Person Material Subsidiary are owned by or on behalf of owing to any Loan Party, to the extent that such Equity Interests or Indebtedness are not already Collateral, to pledge such Equity Interests and promissory notes evidencing such Indebtedness (except that, if such Material Subsidiary is a CFC, the Equity Interests of such Material Subsidiary to be pledged may by any Loan Party shall be limited to 65% of the outstanding voting Equity Interests of such Material Subsidiary and 100% of the non-voting Equity Interests of such Subsidiary and such time period may be extended based on local law or practice)Material Subsidiary, in each case in form, content and scope reasonably satisfactory to the Administrative Agent. In no event shall compliance with this Section 6.12 6.11 waive or be deemed a waiver or Consent to any transaction giving rise to the need to comply with this Section 6.12 6.11 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Material Subsidiary, an approval of such Person as a Borrower or permit the inclusion of any acquired assets in the computation of the Borrowing BaseBorrower.

Additional Loan Parties. Notify the Administrative Agent at the time that any Person becomes a Subsidiary, and promptly thereafter (and in any event within fifteen thirty (1530) daysdays or such longer period as the Agent may agree), cause any such Person (a) which is not a CFCan Excluded Subsidiary, to (i) become a Loan Party by executing and delivering to the Administrative Agent a Joinder to this Agreement or a counterpart of Joinder to the Facility Guaranty or such other document documents as the Administrative Agent shall deem appropriate for such purpose, (ii) xxxxx x Xxxx to the Collateral Agent on such Person’s assets of the same type that constitute Collateral (subject to the exclusions and limitations set forth in the Loan Documents) to secure the Obligations, and (iii) iii deliver to the Administrative Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and and, if requested by the Agent in its reasonable discretion, 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 clause (a)), and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, to pledge such Equity Interests and promissory notes evidencing such Indebtedness (except that, if such Subsidiary is a CFCCFC Holdco or a Foreign Subsidiary that is not joined as a Loan Party and constitute Collateral, the Equity Interests of such Subsidiary to be pledged may be limited to 65% of the outstanding voting Equity Interests of such Subsidiary and 100% of the non-voting Equity Interests of such Subsidiary and such time period may be extended based on local law or practice), in each case in form, content and scope reasonably satisfactory to the Administrative Agent. In no event shall compliance with this Section 6.12 waive or be deemed a waiver or Consent to any transaction giving rise to the need to comply with this Section 6.12 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or permit the inclusion of any acquired assets in the computation of the Borrowing Base.

Additional Loan Parties. Notify the Administrative Agent at the time that any Person becomes a Subsidiary, and promptly thereafter (and in any event within fifteen (15) days), cause any such Person ): (a) which cause such Subsidiary, if it is a Material Subsidiary that is not a CFCCFC (other than a Canadian Subsidiary guaranteeing Canadian Liabilities), to (i) become to become, at the Agent’s option, a Loan Party Borrower or Guarantor by executing and delivering to the Administrative Agent a Joinder to this Agreement or a counterpart of the Facility Guaranty Loan Documents, or such other document documents as the Administrative Agent shall deem appropriate for such purpose, (ii) to xxxxx x Xxxx to the Collateral Agent on such PersonSubsidiary’s assets of the same type that constitute Collateral to secure the Obligations, and (iii) deliver to the Administrative Agent documents of the types referred to in clauses (iiiSections 4.01(a)(iii) and (iv) of Section 4.01(a) and favorable opinions of counsel to such Person Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (ai)), and (b) if any Equity Interests or Indebtedness of such Person Subsidiary are owned by or on behalf of owing to any Loan Party, to the extent that such Equity Interests or Indebtedness are not already Collateral, to pledge such Equity Interests and promissory notes evidencing such Indebtedness (except that, if such Subsidiary is a CFC, the Equity Interests of such Subsidiary to be pledged may by any Domestic Loan Party shall be limited to 65% of the outstanding voting Equity Interests of such Subsidiary and 100% of the non-voting Equity Interests of such Subsidiary and such time period may be extended based on local law or practice)Subsidiary, in each case in form, content and scope reasonably satisfactory to the Administrative Agent. In no event shall compliance with this Section 6.12 6.11 waive or be deemed a waiver or Consent to any transaction giving rise to the need to comply with this Section 6.12 6.11 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or permit the inclusion of any acquired assets in the computation of the Canadian Borrowing Base or the Domestic Borrowing Base.

Additional Loan Parties. Notify the Administrative Agent at the time that any Person becomes a SubsidiarySubsidiary or a Loan Party (as defined in the Term Loan Agreement), and promptly thereafter (and in any event within fifteen (15) days), cause any such Person (a) which is not a CFC, CFC to (i) become a Loan Party by executing and delivering to the Administrative Agent a Joinder to this Agreement or a counterpart of joinder to the Facility Guaranty Security Agreement or such other document documents as the Administrative Agent shall deem appropriate for such purpose, (ii) xxxxx gxxxx x Xxxx to the Collateral Agent on such Person’s assets of the same type that constitute Collateral to secure the Obligations, and (iii) deliver to the Administrative Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)), and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, to pledge such Equity Interests and promissory notes evidencing such Indebtedness (except that, if such Subsidiary is a CFC, the Equity Interests of such Subsidiary to be pledged may be limited to 65% of the outstanding voting Equity Interests of such Subsidiary and 100% of the non-voting Equity Interests of such Subsidiary and such time period may be extended based on local law or practice)Subsidiary, in each case in form, content and scope reasonably satisfactory to the Administrative Agent. In no event shall compliance with this Section 6.12 6.11 waive or be deemed a waiver or Consent to any transaction giving rise to the need to comply with this Section 6.12 6.11 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or Guarantor hereunder or permit the inclusion of any acquired assets in the computation of the Borrowing Base.

Additional Loan Parties. Notify the Administrative Agent at the time that any Person becomes a Subsidiary, and promptly thereafter (and in any event within fifteen (15) days), cause any such Person (a) which is not a CFC, to (i) become a Loan Party by executing and delivering to the Administrative Agent a Joinder to this Agreement or a counterpart of the Facility Guaranty or such other document as the Administrative Agent shall deem appropriate for such purpose, (ii) xxxxx x Xxxx to the Collateral Agent on such Person’s assets to secure the Obligations, and (iii) deliver to the Administrative Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)), and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, to pledge such Equity Interests and promissory notes evidencing such Indebtedness (except that, if such Subsidiary is a CFC, the Equity Interests of such Subsidiary to be pledged may be limited to 65% of the outstanding voting Equity Interests of such Subsidiary and 100% of the non-voting Equity Interests of such Subsidiary and such time period may be extended based on local law or practice), in each case in form, content and scope reasonably satisfactory to the Administrative Agent. In no event shall compliance with this Section 6.12 waive or be deemed a waiver or Consent to any transaction giving rise to the need to comply with this Section 6.12 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or permit the inclusion of any acquired assets in the computation of the Borrowing Base.Borrowing

Additional Loan Parties. Notify the Administrative Agent at the time that any Person becomes a Subsidiary, and promptly thereafter (and in any event within fifteen (15) days), cause any such Person (a) which is not a CFC, to (i) become a Loan Party by executing and delivering to the Administrative Agent a Joinder to this Agreement or a counterpart of the Facility Guaranty or such other document as the Administrative Agent shall deem appropriate for such purpose, (ii) xxxxx gxxxx x Xxxx to the Collateral Agent on such Person’s assets to secure the Obligations, and (iii) iii deliver to the Administrative Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)), and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, to pledge such Equity Interests and promissory notes evidencing such Indebtedness (except that, if such Subsidiary is a CFC, the Equity Interests of such Subsidiary to be pledged may be limited to 65% of the outstanding voting Equity Interests of such Subsidiary and 100% of the non-voting Equity Interests of such Subsidiary and such time period may be extended based on local law or practice), in each case in form, content and scope reasonably satisfactory to the Administrative Agent. In no event shall compliance with this Section 6.12 waive or be deemed a waiver of or Consent to any transaction giving rise to the need to comply with this Section 6.12 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or permit the inclusion of any acquired assets in the computation of the Borrowing Base.

Additional Loan Parties. Notify the Administrative Agent at the time that any Person becomes a SubsidiarySubsidiary after the Closing Date, and promptly thereafter (and in any event within fifteen (15) days), cause any such Person (a) which is not a CFC, to (i) become a Loan Party by executing and delivering to the Administrative Agent a Joinder to this Agreement or a counterpart of the Facility Guaranty or such other document as the Administrative Agent shall deem appropriate for such purpose, (ii) xxxxx x Xxxx to the Collateral Agent on such Person’s assets to secure the Obligations, subject only to Permitted Encumbrances of the type specified in clauses (a), (g), (i), (j) and (l) of the definition thereof, provided that nothing herein shall limit the ability of such Person to incur Permitted Encumbrances following the date on which such Person becomes a Loan Party to the extent permitted herein, and (iii) deliver to the Administrative Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)), and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, to pledge such Equity Interests and promissory notes evidencing such Indebtedness (except that, if such Subsidiary is a CFC, the Equity Interests of such Subsidiary to be pledged may be limited to 65% of the outstanding voting Equity Interests of such Subsidiary and 100% of the non-voting Equity Interests of such Subsidiary and such time period may be extended based on local law or practice), in each case in form, content and scope reasonably satisfactory to the Administrative Agent. In no event shall compliance with this Section 6.12 waive or be deemed a waiver or Consent to any transaction giving rise to the need to comply with this Section 6.12 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or permit the inclusion of any acquired assets in the computation of the Borrowing Base.

Additional Loan Parties. Notify the Administrative Agent at the time that any Person becomes a Subsidiary, and promptly thereafter (and in any event within fifteen (15) days), cause any such Person ): (a) which cause such Subsidiary, if it is a Material Subsidiary that is not a CFCCFC (other than a Canadian Subsidiary guaranteeing Canadian Liabilities), to (i) become to become, at the Agent’s option, a Loan Party Borrower or Guarantor by executing and delivering to the Administrative Agent a Joinder to this Agreement or a counterpart of the Facility Guaranty Loan Documents, or such other document documents as the Administrative Agent shall deem appropriate for such purpose, (ii) to xxxxx x Xxxx to the Collateral Agent on such PersonSubsidiary’s assets of the same type that constitute Collateral to secure the Obligations, and (iii) deliver to the Administrative Agent documents of the types referred to in clauses (iiiSections 4.01(a)(iii) and (iv) of Section 4.01(a) and favorable opinions of counsel to such Person Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (ai)), and (b) if any Equity Interests or Indebtedness of such Person Subsidiary are owned by or on behalf of owing to any Loan Party, to the extent that such Equity Interests or Indebtedness are not already Collateral, to pledge such Equity Interests and promissory notes evidencing such Indebtedness (except that, if such Subsidiary is a CFC, the Equity Interests of such Subsidiary to be pledged may by any Domestic Loan Party shall be limited to 65% of the outstanding voting Equity Interests of such Subsidiary and 100% of the non-voting Equity Interests of such Subsidiary and such time period may be extended based on local law or practice)Subsidiary, in each case in form, content and scope reasonably satisfactory to the Administrative Agent. In no event shall compliance with this Section 6.12 6.11 waive or be deemed a waiver or Consent to any transaction giving rise to the need to comply with this Section 6.12 6.11 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or permit the inclusion of any acquired assets in the computation of the Canadian Borrowing Base, the Term Loan Borrowing Base or the Domestic Borrowing Base.

Additional Loan Parties. Notify the Administrative Agent at the time that any Person becomes a SubsidiarySubsidiary or a Loan Party (as defined in the ABL Credit Agreement), and promptly thereafter (and in any event within fifteen (15) days), cause any such Person (a) which is not a CFC, CFC to (i) become a Loan Party by executing and delivering to the Administrative Agent a Joinder to this Agreement or a counterpart of joinder to the Facility Guaranty Security Agreement or such other document documents as the Administrative Agent shall deem appropriate for such purpose, (ii) xxxxx gxxxx x Xxxx to the Collateral Agent on such Person’s assets of the same type that constitute Collateral to secure the Obligations, and (iii) deliver to the Administrative Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)), and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, to pledge such Equity Interests and promissory notes evidencing such Indebtedness (except that, if such Subsidiary is a CFC, the Equity Interests of such Subsidiary to be pledged may be limited to 65% of the outstanding voting Equity Interests of such Subsidiary and 100% of the non-voting Equity Interests of such Subsidiary and such time period may be extended based on local law or practice)Subsidiary, in each case in form, content and scope reasonably satisfactory to the Administrative Agent. In no event shall compliance with this Section 6.12 6.11 waive or be deemed a waiver or Consent to any transaction giving rise to the need to comply with this Section 6.12 6.11 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or permit the inclusion of any acquired assets in the computation of the Borrowing BaseGuarantor hereunder.

Additional Loan Parties. Notify the Administrative Agent Lender at the time that any Person becomes a wholly-owned Subsidiary, and in each case promptly thereafter (and in any event within fifteen (15) days), (a) cause any such Person (a) which is not a CFC, to (i) become a Loan Party Borrower by executing and delivering to the Administrative Agent Lender a Joinder to this Agreement or a counterpart of the Facility Guaranty or and such other document documents as the Administrative Agent Lender shall deem appropriate for such purpose, (ii) xxxxx gxxxx x Xxxx to the Collateral Agent Lender on such Person’s assets of the same type that constitute Collateral to secure the Obligations, and (iii) deliver to the Administrative Agent Lender documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and and, if requested by the Lender, 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 clause (a)), and (b) if any pledge the Equity Interests or Indebtedness of such Person are Subsidiary owned by or on behalf of any Loan Party, to pledge such Equity Interests Borrower and promissory notes evidencing any Indebtedness of such Indebtedness Subsidiary held by the Borrower (except that, if such Subsidiary is a CFC, the Equity Interests of such Subsidiary to be pledged may be limited to 65% of the outstanding voting Equity Interests of such Subsidiary and 100% of the non-voting Equity Interests of such Subsidiary and such time period may be extended based on local law or practice), in each case in form, content and scope reasonably satisfactory to the Administrative AgentLender. In no event shall compliance with this Section 6.12 waive or be deemed a waiver or Consent consent to any transaction giving rise to the need to comply with this Section 6.12 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or permit the inclusion of any acquired assets in the computation of the Borrowing Base.

Additional Loan Parties. Notify the Administrative Agent at the time that any Person becomes a SubsidiaryDomestic Subsidiary (or if at any time an administratively dissolved Subsidiary ceases to be so administratively dissolved), and promptly thereafter (and in any event within fifteen (15) days), cause any such Person (a) which is not a CFCCFC or Excluded Subsidiary, to (i) become a Loan Party by executing and delivering to the Administrative Agent a Joinder to this Agreement or a counterpart of Joinder to the Facility Guaranty or such other document documents as the Administrative Agent shall reasonably deem appropriate for such purpose, (ii) xxxxx x Xxxx to the Collateral Agent on such Person’s assets of the same type that constitute Collateral to secure the Obligations, and (iii) deliver to the Administrative Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)), and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, to pledge such Equity Interests and promissory notes evidencing such Indebtedness (except that, if such Subsidiary is a CFC, the Equity Interests of such Subsidiary to be pledged may be limited to sixty-five percent (65% %) of the outstanding voting Equity Interests of such Subsidiary and one hundred percent (100% %) of the non-voting Equity Interests of such Subsidiary and such time period may be extended based on local law or practiceSubsidiary), in each case in form, content and scope reasonably satisfactory to the Administrative Agent. In no event shall compliance with this Section 6.12 waive or be deemed a waiver or Consent to any transaction giving rise to the need to comply with this Section 6.12 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or to permit the inclusion of any acquired assets in the computation of the Borrowing Base.

Additional Loan Parties. Notify the Administrative Agent at the time that any Person becomes a Material Subsidiary of any Loan Party which is a Domestic Subsidiary or a Canadian Subsidiary, and promptly thereafter (and in any event within fifteen thirty (1530) days), days or such longer period as the Administrative Agent may agree): (a) cause any such Person (a) which is a Domestic Subsidiary that is a Wholly Owned Subsidiary and not a CFC, an Immaterial Subsidiary to (i) become a Loan Party Guarantor by executing and delivering to the Administrative Agent a Joinder to this Agreement Facility Guaranty (or a counterpart of the Facility Guaranty or such other document as the Administrative Agent shall deem appropriate for such purposesupplement thereto), (ii) xxxxx x Xxxx to the Collateral Agent on such Person’s assets to secure the ObligationsObligations to the extent required by, and subject to the limitations set forth in, the Security Documents, and (iii) deliver to the Administrative Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and favorable and, if reasonably requested by the Administrative Agent, customary 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 this clause (a)), ; and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, to such Loan Party shall pledge such Equity Interests and promissory notes evidencing such Indebtedness (except if any) to the extent and in the manner and format required by the Pledge Agreement or the Security Agreement; provided that, if in the case of any such Subsidiary Person that is a CFC, the Equity Interests of such Foreign Subsidiary to be pledged may be limited to 65that is a CFC no more than 66% of the outstanding total combined voting Equity Interests power of all classes of stock entitled to vote in or of such Subsidiary and 100% of the non-voting Equity Interests of such Subsidiary and such time period may Person shall be extended based on local law pledged or practice), in each case in form, content and scope reasonably satisfactory similarly hypothecated pursuant to the Administrative Agentthis Section 6.12. In no event shall compliance with this Section 6.12 waive or be deemed a waiver or Consent to any transaction giving rise to the need to comply with this Section 6.12 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or permit the inclusion of any acquired assets in the computation of the Borrowing BaseAgreement.

Additional Loan Parties. (a) Notify the Administrative Agent at the time that any Person (x) becomes a Subsidiary (other than any Excluded Subsidiary) or (y) that is an Unrestricted Subsidiary is designated by the Lead Borrower’s board of directors to become a Restricted Subsidiary and that is not otherwise an Excluded Subsidiary, and in each case promptly thereafter (and in any event within fifteen thirty (1530) days)) or such longer period as the Agent may agree, cause any such Person (a) which is not a CFCan Excluded Subsidiary, to (i) become a Loan Party by executing and delivering to the Administrative Agent a Joinder to this Agreement or a counterpart of Joinder to the Facility Guaranty or such other document documents as the Administrative Agent shall deem appropriate reasonably necessary for such purpose, (ii) xxxxx x Xxxx to the Collateral Agent on such Person’s assets of the same type that constitute Collateral to secure the Obligations, and (iii) deliver to the Administrative Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and favorable reasonably acceptable 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 clause (a)), and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, to pledge such Equity Interests and promissory notes evidencing such Indebtedness (except thatIndebtedness, if such Subsidiary is in each case in form, content and scope reasonably satisfactory to the Agent; provided, that a CFC, pledge of the Equity Interests of such Subsidiary to be pledged may a CFC or CFC Holdco by a Person described in clauses (x) or (y) of this Section 6.12 shall be limited to 65% of the outstanding voting Equity Interests of such Subsidiary Interests, and 100% of the non-voting Equity Interests of such Subsidiary CFC or CFC Holdco, and such time period may be extended based on local law or practice), in each case in form, content and scope reasonably satisfactory to the Administrative Agent. In no event shall compliance with this Section 6.12 waive or be deemed a waiver or Consent to any transaction giving rise to the need to comply with this Section 6.12 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Restricted Subsidiary, an approval of such Person as a Borrower or permit the inclusion of any acquired assets in the computation of the Borrowing Base. The Agent shall not accept delivery of any joinder to any Loan Document with respect to any Subsidiary of any Loan Party that is not a Loan Party, if such Subsidiary qualifies as a “legal entity customer” under the Beneficial Ownership Regulation unless such Subsidiary has delivered a Beneficial Ownership Certification in relation to such Subsidiary and Agent has completed its Patriot Act searches, OFAC/PEP searches and customary individual background checks for such Subsidiary, the results of which shall be satisfactory to Agent, and, with respect to the joinder to any Loan Document of any Person as a borrower, the Required Lenders. The Agent shall use commercially reasonable efforts to notify the Lenders of the joinder to any Loan Document of any Person as a guarantor.

Additional Loan Parties. Notify the Administrative Agent at the time that any Person becomes a Domestic Subsidiary, and promptly thereafter (and in any event within fifteen thirty (1530) days), cause any such Person (a) which is not a CFC, CFC or the Immaterial Subsidiary to (i) become a Loan Party by executing and delivering to the Administrative Agent a Joinder Agreement to this Agreement or a counterpart of Joinder Agreement to the Facility Guaranty or such other document documents as the Administrative Agent shall deem appropriate for such purpose, (ii) xxxxx x Xxxx to the Collateral Agent on such Person’s assets of the same type that constitute Collateral to secure the Obligations, and (iii) deliver to the Administrative Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)), and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, to pledge such Equity Interests and promissory notes evidencing such Indebtedness (except that, if such Subsidiary is a CFC), the Equity Interests of such Subsidiary to be pledged may be limited to 65% of the outstanding voting Equity Interests of such Subsidiary and 100% of the non-voting Equity Interests of such Subsidiary and such time period may be extended based on local law or practice)Subsidiary, in DB1/ 124773100.6 -119- each case in form, content and scope reasonably satisfactory to the Administrative Agent. In no event shall compliance with this Section 6.12 6.11 waive or be deemed a waiver or Consent to any transaction giving rise to the need to comply with this Section 6.12 6.11 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or Guarantor hereunder or permit the inclusion of any acquired assets in the computation of the Borrowing Base.

Additional Loan Parties. Notify the Administrative Agent at the time that any Person becomes a Material Subsidiary, and promptly thereafter (and in any event within fifteen (15) days), cause any such Person ): (a) which cause such Material Subsidiary, if it is not a CFC, to (i) become to become, at the Agent’s option, a Loan Party Borrower or Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement to this Agreement or a counterpart of the Facility Guaranty Loan Documents, or such other document documents as the Administrative Agent shall deem appropriate for such purpose, (ii) to xxxxx x Xxxx to the Collateral Agent on such PersonMaterial Subsidiary’s assets of the same type that constitute Collateral to secure the Obligations, and (iii) deliver to the Administrative Agent documents of the types referred to in clauses (iiiSections 4.01(a)(iii) and (iv) of Section 4.01(a) and favorable opinions of counsel to such Person Material Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (ai)), and (b) if any Equity Interests or Indebtedness of such Person Material Subsidiary are owned by or on behalf of owing to any Loan Party, to the extent that such Equity Interests or Indebtedness are not already Collateral, to pledge such Equity Interests and promissory notes evidencing such Indebtedness (except that, if such Material Subsidiary is a CFC, the Equity Interests of such Material Subsidiary to be pledged may by any Loan Party shall be limited to 65% of the outstanding voting Equity Interests of such Material Subsidiary and 100% of the non-voting Equity Interests of such Subsidiary and such time period may be extended based on local law or practice)Material Subsidiary, in each case in form, content and scope reasonably satisfactory to the Administrative Agent). In no event shall compliance with this Section 6.12 6.11 waive or be deemed a waiver or Consent to any transaction giving rise to the need to comply with this Section 6.12 6.11 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Material Subsidiary, an approval of such Person as a Borrower or permit the inclusion of any acquired assets in the computation of the Borrowing BaseBorrower.

Additional Loan Parties. Notify the Administrative Agent at the time that any Person becomes a Subsidiary, whether such Person shall be an Excluded Subsidiary (and if so, pursuant to which clause or clauses of the definition thereof), and promptly thereafter (and in any event within fifteen (15) 30 days), cause any such Person (a) which is not a CFCan Excluded Subsidiary, to (i) to become a Loan Party by executing and delivering to the Administrative Agent a Joinder to this Agreement or a counterpart of the Facility Guaranty or such other document as the Administrative Agent shall deem appropriate for such purpose, (ii) xxxxx x Xxxx to the Collateral Agent on such Person’s assets of the types constituting Collateral to secure the ObligationsObligations by executing and delivering to the Administrative Agent a joinder to each of the Security Agreement and the Facility Guaranty and such other documents (including, to the extent applicable, Mortgages and Related Real Estate Collateral Security Agreements) as the Administrative Agent shall deem appropriate for such purpose and by complying with the Term Loan Priority Collateral Requirements with respect to any Material Real Estate Assets and Material Related Collateral Locations, (iiiii) deliver to the Administrative Agent documents of the types referred to in clauses (iiiSections 4.01(g) and (iv4.01(k) of Section 4.01(a) and the Original Credit Agreement and, upon the Administrative Agent’s reasonable request, 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 clause (a)), this sentence) and (biii) if any Equity Interests or Indebtedness of such Person are is owned by or on behalf of any Loan PartyParty in an amount greater than or equal to $10,000,000 individually or in the aggregate, to pledge such Equity Interests Indebtedness and promissory notes evidencing such Indebtedness (except that, if such Subsidiary is a CFC, the Equity Interests of such Subsidiary to be pledged may be limited to 65% of the outstanding voting Equity Interests of such Subsidiary and 100% of the non-voting Equity Interests of such Subsidiary and such time period may be extended based on local law or practice)Indebtedness, in each case in form, content and scope reasonably satisfactory to the Administrative Agent. In no event shall compliance with this Section 6.12 5.12 waive or be deemed a waiver or Consent consent to any transaction giving rise to the need to comply with this Section 6.12 5.12 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or permit the inclusion of any acquired assets in the computation of the Borrowing BaseAgreement.

Additional Loan Parties. Notify the Administrative Agent at the time that any Person becomes a Domestic Subsidiary, and promptly thereafter (and in any event within fifteen thirty (1530) days), cause any such Person (a) which is not a CFC, CFC or the Immaterial Subsidiary to (i) become a Loan Party by executing and delivering to the Administrative Agent a Joinder Agreement to this Agreement or a counterpart of Joinder Agreement to the Facility Guaranty or such other document documents as the Administrative Agent shall deem appropriate for such purpose, (ii) xxxxx x Xxxx to the Collateral Agent on such Person’s assets of the same type that constitute Collateral to secure the Obligations, DB1/ 97390493.6 and (iii) deliver to the Administrative Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)), and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, to pledge such Equity Interests and promissory notes evidencing such Indebtedness (except that, if such Subsidiary is a CFC), the Equity Interests of such Subsidiary to be pledged may be limited to 65% of the outstanding voting Equity Interests of such Subsidiary and 100% of the non-voting Equity Interests of such Subsidiary and such time period may be extended based on local law or practice)Subsidiary, in each case in form, content and scope reasonably satisfactory to the Administrative Agent. In no event shall compliance with this Section 6.12 6.11 waive or be deemed a waiver or Consent to any transaction giving rise to the need to comply with this Section 6.12 6.11 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or Guarantor hereunder or permit the inclusion of any acquired assets in the computation of the Borrowing Base and/or the FILO Borrowing Base.

Additional Loan Parties. Notify the Administrative Agent at the time that any Person becomes a Subsidiary, and promptly thereafter (and in any event within fifteen (15) days), cause any such Person (a) which is not a CFC, to (i) become a Loan Party by executing and delivering to the Administrative Agent a Joinder to this Agreement or a counterpart of the Facility Guaranty or such other document as the Administrative Agent shall deem appropriate for such purpose, (ii) xxxxx x Xxxx to the Collateral Agent on such Person’s assets to secure the Obligations, and (iii) deliver to the Administrative Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)), and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, to pledge such Equity Interests and promissory notes evidencing such Indebtedness (except that, if such Subsidiary is a CFC, the Equity Interests of such Subsidiary to be pledged may be limited to 65% of the outstanding voting Equity Interests of such Subsidiary and 100% of the non-voting Equity Interests of such Subsidiary and such time period may be extended based on local law or practice), in each case in form, content and scope reasonably satisfactory to the Administrative Agent. In no event shall compliance with this Section 6.12 waive or be deemed a waiver or Consent consent to any transaction giving rise to the need to comply with this Section 6.12 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or permit the inclusion of any acquired assets in the computation of the Borrowing Base.

Additional Loan Parties. Notify the Administrative Agent at the time that any Person becomes a Subsidiary, and promptly thereafter (and in any event within fifteen (15) days), cause any such Person (a) which is not a CFC, to (i) become a Loan Party Borrower or a Guarantor hereunder, as determined by the Agent in its discretion, by executing and delivering to the Administrative Agent a Joinder to this Agreement or a counterpart of Joinder to the Facility Guaranty or such other document documents as the Administrative Agent shall deem appropriate for such purpose, (ii) xxxxx gxxxx x Xxxx to the Collateral Agent on such Person’s assets to secure the Obligations, and (iii) deliver to the Administrative Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)), and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, to pledge such Equity Interests and promissory notes evidencing such Indebtedness (except that, if such Subsidiary is a CFC, the Equity Interests of such Subsidiary to be pledged may be limited to 65% of the outstanding voting Equity Interests of such Subsidiary and 100% of the non-voting Equity Interests of such Subsidiary and such time period may be extended based on local law or practice), in each case in form, content and scope reasonably satisfactory to the Administrative Agent and the Term Loan Agent. In no event shall compliance with this Section 6.12 waive or be deemed a waiver or Consent to any transaction giving rise to the need to comply with this Section 6.12 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or permit the inclusion of any acquired assets in the computation of the Borrowing Base.

Additional Loan Parties. Notify the Administrative Agent Lender at the time that any Person (x) becomes a Subsidiary, and in each case promptly thereafter (and in any event within fifteen (15) days), cause any such Person (a) which is not a CFC, to (i) become a Loan Party by executing and delivering to the Administrative Agent Lender a Joinder to this Agreement or a counterpart of the Facility Guaranty or such other document documents as the Administrative Agent Lender shall deem appropriate for such purpose, (ii) xxxxx x Xxxx to the Collateral Agent Lender on such Person’s assets of the same type that constitute Collateral to secure the Obligations, and (iii) deliver to the Administrative Agent Lender documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and favorable and, upon the reasonable request of the Lender, customary 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 clause (a)), and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, to pledge such Equity Interests and promissory notes evidencing such Indebtedness (except that, if such Subsidiary is a CFC, the Equity Interests of such Subsidiary to be pledged may be limited to 65% of the outstanding voting Equity Interests of such Subsidiary and 100% of the non-voting Equity Interests of such Subsidiary and such time period may be extended based on local law or practice), Subsidiary) in each case in form, content and scope reasonably satisfactory to the Administrative AgentLender. In no event shall compliance with this Section 6.12 waive or be deemed a waiver or Consent consent to any transaction giving rise to the need to comply with this Section 6.12 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or permit the inclusion of any acquired assets in the computation of the Borrowing Base.