Common use of Additional Subsidiaries Clause in Contracts

Additional Subsidiaries. Promptly (and in any event within thirty (30) days) after the formation or acquisition of any Subsidiary of Borrower, Borrower shall cause to be executed and delivered to Agent the following: (i) by such new Subsidiary other than a Foreign Subsidiary (as hereinafter defined), a Guaranty pursuant to which such Subsidiary shall guarantee the payment and performance of all of the Obligations and pursuant to which Agent, for the benefit of itself and the Lenders, shall be granted a first priority (subject to Permitted Liens) and perfected security interest in all assets of such Subsidiary of the same types constituting “Collateral” under Section 3.1 hereof to secure the Obligations, (ii) by the Borrower or any Guarantor (as applicable) that is such Subsidiary’s direct parent company, an amendment to the Pledge Agreement delivered on the Closing Date or a new Pledge Agreement substantially in the form of the Pledge Agreement delivered on the Closing Date (or otherwise in form and substance reasonably satisfactory to Lender), as applicable, and pursuant to which either (1) all of the capital stock of such new Subsidiary (if such Subsidiary is not a Foreign Subsidiary) or (2) 65% of the capital stock of such new Subsidiary (if such Subsidiary is a Foreign Subsidiary) shall be pledged to Agent, for the benefit of the Lenders, on a first priority and perfected basis to secure the Obligations, and (iii) by the Borrower, such other related documents (including closing certificates, legal opinions and other similar documents) as Agent may reasonably request, all in form and substance reasonably satisfactory to Agent; provided, however, that this Section 6.10 shall not operate as a consent to any formation or acquisition of a Subsidiary that is not expressly permitted under this Agreement.

Additional Subsidiaries. Promptly Within forty-five (and in 45) days after the acquisition or formation of any event within thirty Wholly Owned Subsidiary that is a Domestic Subsidiary (30) daysother than an Excluded Subsidiary) after the formation date hereof, or acquisition the occurrence of any such Subsidiary of Borrowerno longer qualifying as an “Excluded Subsidiary” (including any Electing Guarantor): (a) notify the Administrative Agent thereof in writing, Borrower shall cause to be executed and delivered to Agent together with the following: (i) by such new Subsidiary other than a Foreign Subsidiary (as hereinafter defined), a Guaranty pursuant to which such Subsidiary shall guarantee the payment and performance jurisdiction of all of the Obligations and pursuant to which Agent, for the benefit of itself and the Lenders, shall be granted a first priority (subject to Permitted Liens) and perfected security interest in all assets of such Subsidiary of the same types constituting “Collateral” under Section 3.1 hereof to secure the Obligationsformation, (ii) number of shares of each class of Equity Interests outstanding, (iii) number and percentage of outstanding shares of each class owned (directly or indirectly) by the Borrower or any Subsidiary and (iv) number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto; (b) cause such Subsidiary to (i) become a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement, become a Pledgor (as applicabledefined in the Security Agreement) that is such Subsidiary’s direct parent company, an amendment by executing and delivering to the Pledge Agreement delivered on Administrative Agent a joinder agreement to the Closing Date or a new Pledge Agreement substantially in Security Agreement, and such other documents as the form Administrative Agent shall deem appropriate for such purpose and (ii) upon the written request of the Pledge Agreement delivered on Administrative Agent in its sole discretion, deliver to the Closing Date (or otherwise Administrative Agent such Organization Documents, resolutions and favorable opinions of counsel, all in form form, content and substance scope reasonably satisfactory to Lender)the Administrative Agent; and (c) cause such Subsidiary to take whatever action (including the recording of mortgages, as applicablethe filing of UCC financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable in the opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid, subsisting and perfected Liens on the properties purported to be subject to the agreements delivered pursuant to which either (1) all of the capital stock of such new Subsidiary (if such Subsidiary is not a Foreign Subsidiary) or (2) 65% of the capital stock of such new Subsidiary (if such Subsidiary is a Foreign Subsidiary) shall be pledged to Agent, for the benefit of the Lenders, on a first priority and perfected basis to secure the Obligations, and (iii) by the Borrower, such other related documents (including closing certificates, legal opinions and other similar documents) as Agent may reasonably request, all in form and substance reasonably satisfactory to Agent; provided, however, that this Section 6.10 shall not operate as a consent to any formation or acquisition of a Subsidiary that is not expressly permitted under this Agreement.6.12 and the other Collateral Documents, enforceable against all third parties in accordance with their terms. 6.13

Additional Subsidiaries. Promptly The Borrower Representative shall notify the Administrative Agent at the time that any Person becomes a Subsidiary of a Borrower and promptly thereafter (and in any event within thirty (30) daysdays or such later period as the Administrative Agent may agree), (a) after unless such Person is a Regulated Subsidiary (except to the formation or acquisition of any extent such Regulated Subsidiary of Borrower, Borrower shall cause to be executed and delivered to Agent the following: (i) is not prohibited under applicable law by the CPUC or any other applicable regulatory authority from becoming a Guarantor or a Loan Party hereunder or (ii) has obtained the express written approval of the CPUC or such new other applicable regulatory authority) or is designated as an Unrestricted Subsidiary other than in accordance with Section 5.17, cause such Person to (i) become a Foreign Subsidiary (as hereinafter defined), Guarantor by executing and delivering to the Administrative Agent a Guaranty pursuant Agreement, joinder to which an existing Guaranty Agreement, or such Subsidiary other document as the Administrative Agent shall guarantee the payment and performance of all of the Obligations and pursuant to which Agent, deem appropriate for the benefit of itself and the Lenders, shall be granted a first priority (subject to Permitted Liens) and perfected security interest in all assets of such Subsidiary of the same types constituting “Collateral” under Section 3.1 hereof to secure the Obligationspurpose, (ii) by the Borrower or any Guarantor (as applicable) that is such Subsidiary’s direct parent company, an amendment deliver to the Pledge Agreement delivered on the Closing Date or a new Pledge Agreement substantially in the form Administrative Agent documents of the Pledge Agreement delivered on the Closing Date types referred to in Section 3.01(a)(xiii), (or otherwise in form xiv), and substance reasonably satisfactory to Lender(xv), as applicable, (iii) if requested by the Administrative Agent, deliver a favorable opinion of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and pursuant to which either (1) all enforceability of the capital stock of such new Subsidiary documentation referred to in clause (if such Subsidiary is not a Foreign Subsidiaryi) or above and clause (2iv) 65% of below), all in form, content and scope reasonably satisfactory to the capital stock of such new Subsidiary (if such Subsidiary is a Foreign Subsidiary) shall be pledged to Administrative Agent, for and (iv) execute such other Security Instruments as the benefit of the LendersAdministrative Agent may reasonably request, on a first priority and perfected basis in each case to secure the Obligations, and (iiib) cause any Person (other than any Regulated Subsidiary (except to the extent such Regulated Subsidiary (i) is not prohibited under applicable law by the Borrower, CPUC or any other applicable regulatory authority from executing a Pledge Agreement or (ii) has obtained the express written approval of the CPUC or such other related documents applicable regulatory authority) or Unrestricted Subsidiary) who is a stockholder or equityholder of such Subsidiary to execute a Pledge Agreement as a “Recourse Pledgor” pledging one hundred percent (including closing certificates, 100%) of its interests in the Equity Interest of such Subsidiary to secure the Obligations and such evidence of corporate authority to enter into and such legal opinions and other similar documents) opinion in relation to such Pledge Agreement as the Administrative Agent may reasonably request, all along with share certificates pledged thereby, if any, and appropriately executed stock powers in form and substance reasonably satisfactory to Agentblank, if applicable; provided, however, that this Section 6.10 shall not operate if such Person is a direct Subsidiary of a Borrower or of a Domestic Subsidiary and is organized or incorporated outside of the United States of America and is treated as a consent “controlled foreign corporation” as defined in Section 957 of the Code, no more than sixty-five percent (65%) of the outstanding Voting Securities of such Person shall be pledged to any formation or acquisition of a Subsidiary that is not expressly permitted under this Agreementsecure the Obligations.

Additional Subsidiaries. Promptly (and Notify the Administrative Agent in any event within thirty (30) days) after writing of the formation creation or acquisition of any Subsidiary of Borrower, Borrower shall cause and promptly thereafter (but in any event within 30 days or a later date acceptable to be executed and delivered to Agent the following: (i) by such new Subsidiary other than a Foreign Subsidiary (as hereinafter definedRequired Lenders in their sole discretion), cause such Person to (a) become a Guaranty pursuant Guarantor by executing and delivering to which the Administrative Agent a joinder to this Agreement or such Subsidiary other document as the Administrative Agent shall guarantee the payment and performance of all of the Obligations and pursuant to which Agentdeem appropriate for such purpose, for the benefit of itself and the Lenders, shall be granted (b) pledge a first priority (subject to Permitted Liens) and perfected security interest in all assets and properties owned by such Subsidiary that are of a type that would constitute Collateral and cause the parent of such Subsidiary to pledge a security interest in all Equity Interests issued by such Subsidiary, by delivering to the Administrative Agent a duly executed supplement to each Security Document or such other document as the Administrative Agent shall deem appropriate for such purpose and comply with the terms of each Security Document, (c) deliver to the Administrative Agent such documents and certificates referred to in Section 3.01 as may be reasonably requested by the Administrative Agent or the Required Lenders, (d) deliver to the Administrative Agent such original Equity Interests or other certificates and stock or other transfer powers evidencing the Equity Interests of such Person, (e) deliver to the Administrative Agent updated Schedules to the Loan Documents with respect to such Person as requested by the Administrative Agent, (f) if such Subsidiary owns any real property, enter into a fully executed Mortgage covering such real properties to the extent required pursuant to Section 5.14, together with each of the same types constituting “Collateral” items required under Section 3.1 hereof 5.14; and (g) deliver to secure the ObligationsAdministrative Agent such other documents as may be reasonably requested by the Administrative Agent or the Required Lenders, all in form, content and scope reasonably satisfactory to the Administrative Agent and the Required Lenders and, if requested by the Administrative Agent, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (i)), all in form, content and scope reasonably satisfactory to the Required Lenders; provided that, (i) no Foreign Subsidiary that is treated as a CFC or FSHCO shall be required to become a Guarantor or enter into any Security Documents, (ii) by the Borrower any Loan Party or any Guarantor (as applicable) Domestic Subsidiary that is such Subsidiary’s direct parent company, an amendment equity holder of a First-Tier Foreign Subsidiary or FSHCO shall only be required to the Pledge Agreement delivered on the Closing Date or a new Pledge Agreement substantially in the form of the Pledge Agreement delivered on the Closing Date (or otherwise in form and substance reasonably satisfactory to Lender), as applicable, and pursuant to which either (1) all of the capital stock of such new Subsidiary (if such Subsidiary is not a Foreign Subsidiary) or (2) pledge 65% of the capital stock voting Equity Interests and 100% of the non-voting Equity Interests of such new First-Tier Foreign Subsidiary (if such Subsidiary is a Foreign Subsidiary) shall be pledged or FSHCO pursuant to Agent, for the benefit of the Lenders, on a first priority and perfected basis to secure the ObligationsPledge Agreement, and (iii) by none of the Borrower, such other related documents (including closing certificates, legal opinions and other similar documents) as Agent may reasonably request, all in form and substance reasonably satisfactory to Agent; provided, however, that this Section 6.10 shall not operate as a consent to any formation or acquisition Equity Interests of a Subsidiary of a First-Tier Foreign Subsidiary or FSHCO shall be pledged, except that is not expressly permitted under this Agreement65% of the voting Equity Interests and 100% of the non-voting Equity Interests of any First-Tier Foreign Subsidiary owned by a FSHCO shall be pledged.

Additional Subsidiaries. Promptly (and in any event within thirty (30) days) after Notify the formation Administrative Agent of the creation or acquisition of any Subsidiary of Borrower, Borrower shall cause and promptly thereafter (but in any event within 30 days or a later date acceptable to be executed and delivered to the Administrative Agent the following: (i) by such new Subsidiary other than a Foreign Subsidiary (as hereinafter definedin its sole discretion), cause such Person to (a) become a Guaranty pursuant Guarantor by executing and delivering to which the Administrative Agent a joinder to this Agreement or such Subsidiary other document as the Administrative Agent shall guarantee the payment and performance of all of the Obligations and pursuant to which Agentdeem appropriate for such purpose, for the benefit of itself and the Lenders, shall be granted (b) pledge a first priority (subject to Permitted Liens) and perfected security interest in all assets and properties owned by such Subsidiary that are of a type that would constitute Collateral and cause the parent of such Subsidiary to pledge a security interest in all Equity Interests issued by such Subsidiary, by delivering to the Administrative Agent a duly executed supplement to each Security Document or such other document as the Administrative Agent shall deem appropriate for such purpose and comply with the terms of each Security Document, (c) deliver to the Administrative Agent such documents and certificates referred to in Section 3.01 as may be reasonably requested by the Administrative Agent, (d) deliver to the Administrative Agent such original Equity Interests or other certificates and stock or other transfer powers evidencing the Equity Interests of such Person, (e) deliver to the Administrative Agent updated Schedules to the Loan Documents with respect to such Person as requested by the Administrative Agent, and (f) 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 and, if requested by the Administrative Agent, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the same types constituting “Collateral” under Section 3.1 hereof documentation referred to secure in clause (i)), all in form, content and scope reasonably satisfactory to the ObligationsAdministrative Agent; provided that, (i) no Foreign Subsidiary that is treated as a CFC or FSHCO shall be required to become a Guarantor or enter into any Security Documents, (ii) by the Borrower any Loan Party or any Guarantor (as applicable) Domestic Subsidiary that is such Subsidiary’s direct parent company, an amendment equity holder of a First-Tier Foreign Subsidiary or FSHCO shall only be required to the Pledge Agreement delivered on the Closing Date or a new Pledge Agreement substantially in the form of the Pledge Agreement delivered on the Closing Date (or otherwise in form and substance reasonably satisfactory to Lender), as applicable, and pursuant to which either (1) all of the capital stock of such new Subsidiary (if such Subsidiary is not a Foreign Subsidiary) or (2) pledge 65% of the capital stock voting Equity Interests and 100% of the non-voting Equity Interests of such new First-Tier Foreign Subsidiary (if such Subsidiary is a Foreign Subsidiary) shall be pledged or FSHCO pursuant to Agent, for the benefit of the Lenders, on a first priority and perfected basis to secure the ObligationsPledge Agreement, and (iii) by none of the Borrower, such other related documents (including closing certificates, legal opinions and other similar documents) as Agent may reasonably request, all in form and substance reasonably satisfactory to Agent; provided, however, that this Section 6.10 shall not operate as a consent to any formation or acquisition Equity Interests of a Subsidiary of a First-Tier Foreign Subsidiary or FSHCO shall be pledged, except that is not expressly permitted under this Agreement65% of the voting Equity Interests and 100% of the non-voting Equity Interests of any First-Tier Foreign Subsidiary owned by a FSHCO shall be pledged.

Additional Subsidiaries. Promptly In the event that, after the date hereof, any of the Borrowers or any of their Subsidiaries creates any new Subsidiary or acquires a new Subsidiary in accordance with §10.5.3, (a) such new Subsidiary shall, concurrently with such event or as soon as practicable thereafter, execute and deliver to the Administrative Agent an instrument of joinder and accession, in any event within thirty form and substance satisfactory to the Administrative Agent, pursuant to which such new Subsidiary shall join the Credit Agreement as a Borrower and the Security Documents as a grantor of security thereunder as if such new Subsidiary was an original signatory hereto and thereto, and (30b) daysthe Borrowers and/or such new Subsidiary (as the case may be) after shall deliver such other instruments and documents, including without limitation allonges to the Notes in form and substance satisfactory to the Administrative Agent, Perfection Certificates, Uniform Commercial Code financing statements and stock or other certificates representing all of the issued and outstanding Equity Interests of such new domestic Subsidiary and sixty-five percent (65%) of non-U.S. Subsidiaries, with accompanying stock powers or other instruments of transfer duly executed in blank, in each case required to be executed or delivered pursuant to such Security Documents in order to grant to or maintain the Administrative Agent’s first priority perfected security interest in and to the assets of and the Equity Interests issued by such new Subsidiaries. Further, contemporaneously with the formation or acquisition of any Subsidiary of Borrowersuch new Subsidiary, Borrower shall cause to be executed and delivered to Agent the following: (i) by Borrowers and/or such new Subsidiary shall execute and/or deliver to the Administrative Agent such other than documentation as the Administrative Agent may reasonably request in furtherance of the intent of this §9.17, including without limitation an updated Schedule 8.19 hereto and documentation of the type required to be supplied by the Borrowers and their Subsidiaries as a Foreign Subsidiary (as hereinafter defined), a Guaranty condition precedent to the initial Revolving Credit Loans made hereunder pursuant to which such Subsidiary shall guarantee the payment and performance of all of the Obligations and pursuant to which Agent, for the benefit of itself and the Lenders, shall be granted a first priority (subject to Permitted Liens) and perfected security interest in all assets of such Subsidiary of the same types constituting “Collateral” under Section 3.1 hereof to secure the Obligations, (ii) by the Borrower or any Guarantor (as applicable) that is such Subsidiary’s direct parent company, an amendment to the Pledge Agreement delivered on the Closing Date or a new Pledge Agreement substantially in the form of the Pledge Agreement delivered on the Closing Date (or otherwise in form and substance reasonably satisfactory to Lender)§12, as applicable, and pursuant applicable to which either (1) all of the capital stock of such new Subsidiary (if such Subsidiary is not a Foreign Subsidiary) or (2) 65% of the capital stock of such new Subsidiary (if such Subsidiary is a Foreign Subsidiary) shall be pledged to Agent, for the benefit of the Lenders, on a first priority and perfected basis to secure the Obligations, and (iii) by the Borrower, such other related documents (including closing certificates, legal opinions and other similar documents) as Agent may reasonably request, all in form and substance reasonably satisfactory to Agent; provided, however, that this Section 6.10 shall not operate as a consent to any formation or acquisition of a Subsidiary that is not expressly permitted under this Agreementpursuant to §10.5.3.

Additional Subsidiaries. Promptly (and in any event within thirty (30) days) after Notify the formation Administrative Agent of the creation or acquisition of any Subsidiary of Borrower, Borrower shall cause and promptly thereafter (but in any event within 30 days or a later date acceptable to be executed and delivered to the Administrative Agent the following: (i) by such new Subsidiary other than a Foreign Subsidiary (as hereinafter definedin its sole discretion), cause such Person to (a) become a Guaranty pursuant Guarantor by executing and delivering to which the Administrative Agent a joinder to this Agreement or such Subsidiary other document as the Administrative Agent shall guarantee the payment and performance of all of the Obligations and pursuant to which Agentdeem appropriate for such purpose, for the benefit of itself and the Lenders, shall be granted (b) pledge a first priority (subject to Permitted Liens) and perfected security interest in all assets and properties owned by such Subsidiary that are of a type that would constitute Collateral and cause the parent of such Subsidiary to pledge a security interest in all Equity Interests issued by such Subsidiary, by delivering to the Administrative Agent a duly executed supplement to each Security Document or such other document as the Administrative Agent shall deem appropriate for such purpose and comply with the terms of each Security Document, (c) deliver to the Administrative Agent such documents and certificates referred to in Section 3.01 as may be reasonably requested by the Administrative Agent, (d) deliver to the Administrative Agent such original Equity Interests or other certificates and stock or other transfer powers evidencing the Equity Interests of such Person, (e) deliver to the Administrative Agent updated Schedules to the Loan Documents with respect to such Person as requested by the Administrative Agent, (f) if such Subsidiary owns any real property, enter into a fully executed Mortgage covering such real properties to the extent required pursuant to Section 5.14, together with each of the same types constituting “Collateral” items required under Section 3.1 hereof 5.14; and (g) deliver to secure the ObligationsAdministrative 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 and, if requested by the Administrative Agent, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (i)), all in form, content and scope reasonably satisfactory to the Administrative Agent; provided that, (i) no Foreign Subsidiary that is treated as a CFC or FSHCO shall be required to become a Guarantor or enter into any Security Documents, (ii) by the Borrower any Loan Party or any Guarantor (as applicable) Domestic Subsidiary that is such Subsidiary’s direct parent company, an amendment equity holder of a First-Tier Foreign Subsidiary or FSHCO shall only be required to the Pledge Agreement delivered on the Closing Date or a new Pledge Agreement substantially in the form of the Pledge Agreement delivered on the Closing Date (or otherwise in form and substance reasonably satisfactory to Lender), as applicable, and pursuant to which either (1) all of the capital stock of such new Subsidiary (if such Subsidiary is not a Foreign Subsidiary) or (2) pledge 65% of the capital stock voting Equity Interests and 100% of the non-voting Equity Interests of such new First-Tier Foreign Subsidiary (if such Subsidiary is a Foreign Subsidiary) shall be pledged or FSHCO pursuant to Agent, for the benefit of the Lenders, on a first priority and perfected basis to secure the ObligationsPledge Agreement, and (iii) by none of the Borrower, such other related documents (including closing certificates, legal opinions and other similar documents) as Agent may reasonably request, all in form and substance reasonably satisfactory to Agent; provided, however, that this Section 6.10 shall not operate as a consent to any formation or acquisition Equity Interests of a Subsidiary of a First-Tier Foreign Subsidiary or FSHCO shall be pledged, except that is not expressly permitted under this Agreement65% of the voting Equity Interests and 100% of the non-voting Equity Interests of any First-Tier Foreign Subsidiary owned by a FSHCO shall be pledged.

Additional Subsidiaries. Promptly Subject to subsection 7.12 (and in any event c) below, within thirty (30) days) days after the formation or acquisition occurrence of any Subsidiary event described in subsections 7.12(b)(ii)(A) or (B) below with respect to any Material Subsidiary, the Borrower and the other Credit Parties shall: (a) RESERVED; (b) cause such Person to become a Guarantor by executing and delivering to the Administrative Agent a Guarantor Joinder Agreement or such other documents as the Administrative Agent shall deem appropriate for such purpose, and (ii) deliver to the Administrative Agent documents of Borrowerthe types referred to in Section 5.1(b), Borrower and favorable opinions of counsel to such joining Guarantor (which shall cause cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to be executed in the immediately foregoing clause (i)), all in form, content and delivered scope reasonably satisfactory to Agent the followingAdministrative Agent; provided that the foregoing requirements of this clause (b) shall apply only if: (i) by such new Subsidiary other than a Foreign Subsidiary (as hereinafter defined), a Guaranty pursuant to which such Subsidiary shall guarantee the payment and performance of all of the Obligations and pursuant to which Agent, for the benefit of itself and the Lenders, shall be granted a first priority (subject to Permitted Liens) and perfected security interest in all assets of such Subsidiary of the same types constituting “Collateral” under Section 3.1 hereof to secure the Obligations, RESERVED; or (ii) by (A) Such Material Subsidiary which is an Unencumbered Property Owner, or any other Subsidiary that directly or indirectly own an Equity Interest in such Material Subsidiary, becomes obligated in respect of, any Indebtedness of Parent, the Borrower or any Guarantor (as applicable) that is such Subsidiary’s direct parent company, an amendment to the Pledge Agreement delivered on the Closing Date or a new Pledge Agreement substantially in the form Subsidiary of the Pledge Agreement delivered on the Closing Date Parent or Borrower; or (B) As to any other Material Subsidiary; such Material Subsidiary (or any other Subsidiary that directly or indirectly own an Equity Interest in such Material Subsidiary) Guarantees, or otherwise becomes obligated in form and substance reasonably satisfactory to Lender)respect of, as applicableany Indebtedness of Parent, and pursuant to which either (1) all the Borrower or any Subsidiary of the capital stock Parent or Borrower, unless the terms of such new Indebtedness prohibit the execution of such guaranty. (c) Notwithstanding the foregoing, no such Subsidiary (shall be required to become a Guarantor under subsection 7.12(b)(ii)(B) if such Subsidiary (I) is not a Foreign Subsidiary) an Excluded Subsidiary or (2) 65% of the capital stock of such new Subsidiary (if such Subsidiary is a Foreign Subsidiary) shall be pledged to Agent, for the benefit of the Lenders, on a first priority and perfected basis to secure the Obligations, and (iii) by the Borrower, such other related documents (including closing certificates, legal opinions and other similar documents) as Agent may reasonably request, all in form and substance reasonably satisfactory to Agent; provided, however, that this Section 6.10 shall not operate as a consent to any formation or acquisition of a Subsidiary that is not expressly permitted under this Agreement.a

Additional Subsidiaries. Promptly (and Give the Administrative Agent prompt written notice of the creation, establishment or acquisition, in any event within thirty (30) days) after the formation or acquisition manner, of any Subsidiary of Borrower, Borrower shall cause to be executed and delivered to Agent the following: (i) by such new Subsidiary other than a Foreign Subsidiary (as hereinafter defined), a Guaranty pursuant to which such Subsidiary shall guarantee the payment and performance of all of the Obligations and pursuant to which Agent, for the benefit of itself and the Lenders, shall be granted a first priority (subject to Permitted Liens) and perfected security interest in all assets of such Subsidiary of the same types constituting “Collateral” under Section 3.1 hereof to secure the Obligations, (ii) by the Borrower or any Guarantor (as applicable) that is such Subsidiary’s direct parent company, an amendment to the Pledge Agreement delivered Company not existing on the Closing Date or of the fact that a new Subsidiary has ceased to be an Excluded Subsidiary. Subject to the last sentence of this Section 6.12, the Company or a Domestic Subsidiary of the Company, as appropriate, (a) shall execute a Pledge Agreement substantially Agreement, in the form of the Pledge Agreement delivered on the Closing Date Exhibit I-1 or I-2 hereto (or otherwise in form and substance reasonably satisfactory to Lendersuch other agreement as shall be required by the Administrative Agent), as applicable, and pursuant with respect to which either (1) all not more than 65% of each class of the capital stock or other equity interest of each First-Tier Subsidiary of such new Person which is or becomes a Non-Domestic Subsidiary (if such Subsidiary and which is not a Foreign an Excluded Subsidiary) or (2) 65% of the capital stock of such new Subsidiary (if such Subsidiary is a Foreign Subsidiary) shall be pledged to Agent, for the benefit of the Lenders, on a first priority and perfected basis to secure the Obligations, and (iiib) by shall cause each Subsidiary of such Person which is a Domestic Subsidiary and which is not an Excluded Subsidiary to execute a Guaranty, in the Borrowerform of Exhibit E hereto, in the case of both (a) and (b), within ten (10) days after the creation, establishment or acquisition of such other related documents (including closing certificatesSubsidiary or of the date such Subsidiary ceases to be an Excluded Subsidiary and in connection therewith shall deliver or cause to be delivered such proof of corporate action, legal incumbency of officers, opinions of counsel and other similar documents) documents as are consistent with those delivered as to each Subsidiary pursuant to Section 5.01 hereof on the Closing Date, or as the Administrative Agent may reasonably request, all each in form and substance reasonably satisfactory to the Administrative Agent; provided, however, that this Section 6.10 . In no event shall not operate as a consent the Company be required to pledge any formation or acquisition of the assets of a Subsidiary that is a controlled foreign corporation, as defined in Section 957(a) of the Code, including, but not expressly permitted under this Agreementlimited to the stock of any Subsidiary held directly or indirectly by any such Subsidiary.

Additional Subsidiaries. Promptly Holdings will cause any Person that becomes a Subsidiary of Holdings (and whether by creation, acquisition or otherwise), to (a) promptly (and, in any event within thirty event, no later than five (305) daysBusiness Days after such Person becomes a Subsidiary) after execute and deliver to the formation or acquisition Lenders a Joinder to Guarantee, in the form of any Subsidiary of BorrowerExhibit VI annexed hereto, Borrower shall cause and otherwise in form and substance satisfactory to be executed and delivered to Agent the following: (i) by such new Subsidiary other than a Foreign Subsidiary (as hereinafter defined), a Guaranty Lenders pursuant to which such Subsidiary shall guarantee the payment and performance of all become a Guarantor of the Obligations Loans and pursuant this Agreement in accordance with Section 9 with the same effect and to which Agentthe same extent as if such Person had been named herein as a Guarantor, for (b) promptly (and, in any event, no later than five (5) Business Days after such Person becomes a Subsidiary) become a “Grantor” under the benefit of itself Pledge and Security Agreement by executing and delivering to the Lenders and the Collateral Agent a joinder thereto, in all respects satisfactory to the Lenders, and (c) promptly (and, in any event, no later than five (5) Business Days after such Person becomes a Subsidiary) take all such actions and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, opinions and certificates as the Lenders shall be granted a first priority require (subject including, without limitation, documents, instruments, agreements and certificates comparable to Permitted Liens) and perfected security interest those described in all assets of such Subsidiary of the same types constituting “Collateral” under Section 3.1 hereof to secure the ObligationsSections 3.1(a)(i), (ii), (iii), (iv), (x), (xi) by and (xii). In the Borrower or event that any Guarantor Loan Party acquires Capital Stock of any Person after the Closing Date, such Loan Party will promptly (as applicableand, in any event, no later than five (5) Business Days after such acquisition) notify the Collateral Agent and the Lenders of that is such Subsidiary’s direct parent company, an amendment fact and execute and deliver to the Pledge Agreement delivered on the Closing Date or Collateral Agent a new Pledge Agreement substantially in the form counterpart of the Pledge Agreement delivered on the Closing Date (or otherwise and Security Agreement, in form and substance reasonably all respects satisfactory to Lender), as applicablethe Lenders, and pursuant take all such further actions and execute all such further documents and instruments (including, without limitation, actions, documents and instruments comparable to which either (1those described in Section 3.1(a)(x)) all as may be necessary or, in the opinion of the capital stock of such new Subsidiary (if such Subsidiary is not a Foreign Subsidiary) or (2) 65% Lenders, desirable to create in favor of the capital stock of such new Subsidiary (if such Subsidiary is a Foreign Subsidiary) shall be pledged to Collateral Agent, for the benefit of the Lenders, on a valid and perfected first priority and perfected basis to secure the Obligations, and (iii) by the Borrower, Lien on 100% of such other related documents (including closing certificates, legal opinions and other similar documents) as Agent may reasonably request, all in form and substance reasonably satisfactory to Agent; provided, however, that this Section 6.10 shall not operate as a consent to any formation or acquisition of a Subsidiary that is not expressly permitted under this AgreementCapital Stock.

Additional Subsidiaries. Promptly Such Loan Party will (i) simultaneously with (x) the formation of a new direct or indirect Subsidiary of such Loan Party or (y) a Subsidiary of such Loan Party that is an Excluded Subsidiary on the Closing Date ceasing to be an Excluded Subsidiary (or at such later date as may be agreed to by Administrative Agent in writing in its discretion), and in any event (ii) within thirty (30) days) days after the formation or acquisition of any a Person becoming a Subsidiary of such Loan Party pursuant to an Acquisition permitted hereunder (or at such later date as may be agreed to by Administrative Agent in writing in its discretion), provide Administrative Agent with written notice thereof and (a) with respect to all such Subsidiaries, cause such Subsidiary to execute and deliver to Administrative Agent a Joinder Agreement, causing such Subsidiary to become a party to this Agreement, as a joint and several "Borrower, Borrower " (provided that only a wholly-owned Subsidiary shall cause be permitted to be executed and delivered to Agent the following: (i) by such new Subsidiary other than a Foreign Subsidiary (as hereinafter definedBorrower), a Guaranty pursuant to which such Subsidiary shall guarantee the payment and performance of all of the Obligations and pursuant to which Agent, for the benefit of itself and the Lenders, shall be granted granting a first priority (Lien upon its Collateral, subject to Permitted LiensLiens permitted by Section 7.2 or, if consented to by Administrative Agent in its discretion, a "Guarantor"; (b) cause such Subsidiary that is added as a Borrower to execute and perfected security interest deliver to Administrative Agent Notes in all assets favor of Lenders, if so requested by Lenders; and (c) deliver such other documentation as Administrative Agent may reasonably request in connection with the foregoing, including appropriate UCC-1 financing statements, Deposit Account Control Agreements, evidence of insurance as required by this Agreement or the other Loan Documents, certified resolutions and other organizational and authorizing documents of such Subsidiary, and upon the request of Administrative Agent, favorable opinions of counsel to such Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the same types constituting “Collateral” under Section 3.1 hereof documentation referred to secure above and the Obligationsattachment and perfection of security interests granted thereunder), (ii) by the Borrower or any Guarantor (as applicable) that is such Subsidiary’s direct parent companyall in form, an amendment to the Pledge Agreement delivered on the Closing Date or a new Pledge Agreement substantially in the form of the Pledge Agreement delivered on the Closing Date (or otherwise in form content, and substance scope reasonably satisfactory to Lender), as applicable, and pursuant to which either (1) all of the capital stock of such new Subsidiary (if such Subsidiary is not a Foreign Subsidiary) or (2) 65% of the capital stock of such new Subsidiary (if such Subsidiary is a Foreign Subsidiary) shall be pledged to Agent, for the benefit of the Lenders, on a first priority and perfected basis to secure the Obligations, and (iii) by the Borrower, such other related documents (including closing certificates, legal opinions and other similar documents) as Agent may reasonably request, all in form and substance reasonably satisfactory to Administrative Agent; provided, however, that (x) nothing in this Section 6.10 5.11 shall not operate as authorize any Borrower or any Subsidiary to consummate any Acquisition, form any Subsidiary; (y) any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall be a consent to any formation or acquisition "Loan Document" for purposes of a Subsidiary that is not expressly permitted under this Agreement. Notwithstanding anything to the contrary set forth in this Section 5.11, no Excluded Subsidiary shall be required to become a Loan Party hereunder unless such Excluded Subsidiary ceases to be an Excluded Subsidiary.

Additional Subsidiaries. Promptly (and a) Within forty-five (45) days (or such longer period as may be agreed to by the Administrative Agent (at the direction of the Required Purchasers in any event within thirty (30) daystheir sole discretion)) after the acquisition or formation or acquisition of any Subsidiary (including, without limitation, upon the formation of Borrower, Borrower shall cause any Subsidiary that is a Delaware Divided LLC) (it being understood that any Excluded Subsidiary ceasing to be executed and delivered an Excluded Subsidiary but remaining a Subsidiary shall be deemed to Agent be the following: acquisition of a Subsidiary for purposes of this Section): (i) notify the Administrative Agent thereof in writing, together with the (A) jurisdiction of organization, (B) number of shares of each class of Equity Interests outstanding, (C) number and percentage of outstanding shares of each class owned (directly or indirectly) by the Issuer or any Subsidiary and (D) number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto; and (ii) cause such new Subsidiary Person (other than any Excluded Subsidiary) to (A) become a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement or such other documents as the Administrative Agent (at the direction of the Required Purchasers) shall reasonably request for such purpose, and (B) deliver to the Administrative Agent documents of the types referred to in Sections 5.01(f) and (g) 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)), all in form, content and scope reasonably satisfactory to the Administrative Agent. (b) The Credit Parties may designate any Eligible Foreign Subsidiary (as hereinafter defined)a Guarantor, a Guaranty pursuant to which notwithstanding that such Subsidiary shall guarantee would otherwise constitute an Excluded Subsidiary, by delivery to the payment and performance Administrative Agent of all (i) a duly executed guaranty or such other document(s) as the Administrative Agent (at the direction of the Obligations and pursuant to which Agent, Required Purchasers) shall deem appropriate for the benefit of itself and the Lenders, shall be granted a first priority (subject to Permitted Liens) and perfected security interest in all assets of such Subsidiary of the same types constituting “Collateral” under Section 3.1 hereof to secure the Obligationspurpose, (ii) documents of the types referred to in Sections 5.01(f) and (g) 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 (i)) and (ii) such other documents as may be reasonably requested by the Borrower Administrative Agent or any Guarantor (as applicable) that is such Subsidiary’s direct parent companythe Required Purchasers, an amendment to the Pledge Agreement delivered on the Closing Date or a new Pledge Agreement substantially all in the form of the Pledge Agreement delivered on the Closing Date (or otherwise in form form, detail and substance scope reasonably satisfactory to Lender), as applicable, and pursuant to which either (1) all of the capital stock of such new Subsidiary (if such Subsidiary is not a Foreign Subsidiary) or (2) 65% of the capital stock of such new Subsidiary (if such Subsidiary is a Foreign Subsidiary) shall be pledged to Agent, for the benefit of the Lenders, on a first priority and perfected basis to secure the Obligations, and (iii) by the Borrower, such other related documents (including closing certificates, legal opinions and other similar documents) as Administrative Agent may reasonably request, all in form and substance reasonably satisfactory to Agent; provided, however, that this Section 6.10 shall not operate as a consent to any formation or acquisition of a Subsidiary that is not expressly permitted under this Agreement.and

Additional Subsidiaries. Promptly The Borrowers shall not create any Subsidiary (other than Subsidiaries existing on the Closing Date and disclosed in any event within thirty Section 9.19 hereto) unless (30a) daysone hundred percent (100%) after of the Capital Stock of such Subsidiary is owned by the Borrowers, (b) prior to the formation or acquisition of any Subsidiary such Subsidiary, the Borrowers shall notify the Administrative Agent and the Lenders thereof, and (c) contemporaneously with the formation of Borrowersuch Subsidiary, Borrower the Borrowers shall cause to be executed and delivered to Agent the following: (i) by such new Subsidiary other than a Foreign Subsidiary (as hereinafter defined), a Guaranty pursuant to which cause such Subsidiary shall guarantee the payment and performance of to guaranty all of the Obligations and hereunder pursuant to which a guaranty in form and substance satisfactory to the Administrative Agent, for the benefit of itself and the Lenders, which such guaranty shall be granted a first priority (subject to Permitted Liens) and perfected security interest in all assets of such Subsidiary of the same types constituting “Collateral” under Section 3.1 hereof to secure the ObligationsSecurity Document hereunder, (ii) by cause such Subsidiary to take all steps as may be necessary or advisable in the Borrower or any Guarantor (as applicable) that is such Subsidiary’s direct parent company, an amendment opinion of the Administrative Agent to grant to the Pledge Agreement delivered on the Closing Date or a new Pledge Agreement substantially in the form of the Pledge Agreement delivered on the Closing Date (or otherwise in form and substance reasonably satisfactory to Lender), as applicable, and pursuant to which either (1) all of the capital stock of such new Subsidiary (if such Subsidiary is not a Foreign Subsidiary) or (2) 65% of the capital stock of such new Subsidiary (if such Subsidiary is a Foreign Subsidiary) shall be pledged to Administrative Agent, for the benefit of the LendersLenders and the Administrative Agent, on a first priority and (subject only to Permitted Liens), perfected basis security interest in its assets which would be deemed Collateral pursuant to secure the ObligationsSecurity Documents as collateral security for such guaranty, and (iii) by the Borrowerpursuant to security documents, such other related documents (including closing certificatesmortgages, legal opinions pledges and other similar documents) as Agent may reasonably request, all documents in form and substance reasonably satisfactory to the Administrative Agent; provided, howevereach of which documents shall be Security Documents hereunder, that this Section 6.10 shall not operate (iii) deliver to the Administrative Agent and the Lenders appropriate corporate (or other applicable entity) backup documentation and one or more legal opinions, in each case, in form and substance satisfactory to the Administrative Agent, as a consent to any formation or acquisition each such guaranty and grant of a Subsidiary that is not expressly permitted under this Agreementsecurity interest, where applicable, and (iv) provide the Administrative Agent with an updated Schedule 9. 19 hereto.

Additional Subsidiaries. Promptly The Borrowers shall not create any Subsidiary (other than Subsidiaries existing on the Effective Date and disclosed in any event within thirty §7.19 hereto) unless (30a) daysone hundred percent (100%) after of the Capital Stock of such Subsidiary is owned by the Borrowers, (b) prior to the formation or acquisition of any Subsidiary such Subsidiary, the Borrowers shall notify the Administrative Agent and the Lenders thereof, and (c) contemporaneously with the formation of Borrowersuch Subsidiary, Borrower the Borrowers shall cause to be executed and delivered to Agent the following: (i) by such new Subsidiary other than a Foreign Subsidiary (as hereinafter defined), a Guaranty pursuant to which cause such Subsidiary shall guarantee the payment and performance of to guaranty all of the Obligations and hereunder pursuant to which a guaranty in form and substance satisfactory to the Administrative Agent, for the benefit of itself and the Lenders, which such guaranty shall be granted a first priority (subject to Permitted Liens) and perfected security interest in all assets of such Subsidiary of the same types constituting “Collateral” under Section 3.1 hereof to secure the ObligationsSecurity Document hereunder, (ii) by cause such Subsidiary to take all steps as may be necessary or advisable in the Borrower or any Guarantor (as applicable) that is such Subsidiary’s direct parent company, an amendment opinion of the Administrative Agent to grant to the Pledge Agreement delivered on the Closing Date or a new Pledge Agreement substantially in the form of the Pledge Agreement delivered on the Closing Date (or otherwise in form and substance reasonably satisfactory to Lender), as applicable, and pursuant to which either (1) all of the capital stock of such new Subsidiary (if such Subsidiary is not a Foreign Subsidiary) or (2) 65% of the capital stock of such new Subsidiary (if such Subsidiary is a Foreign Subsidiary) shall be pledged to Administrative Agent, for the benefit of the LendersLenders and the Administrative Agent, on a first priority and (subject only to Permitted Liens), perfected basis security interest in its assets which would be deemed Collateral pursuant to secure the ObligationsSecurity Documents as collateral security for such guaranty, and (iii) by the Borrowerpursuant to security documents, such other related documents (including closing certificatesmortgages, legal opinions pledges and other similar documents) as Agent may reasonably request, all documents in form and substance reasonably satisfactory to the Administrative Agent; provided, howevereach of which documents shall be Security Documents hereunder, that this Section 6.10 shall not operate (iii) deliver to the Administrative Agent and the Lenders appropriate corporate (or other applicable entity) backup documentation and one or more legal opinions, in each case, in form and substance satisfactory to the Administrative Agent, as a consent to any formation or acquisition each such guaranty and grant of a Subsidiary that is not expressly permitted under this Agreementsecurity interest, where applicable, and (iv) provide the Administrative Agent with an updated Schedule 7.19 hereto.

Additional Subsidiaries. Promptly (a) If any additional Material Domestic Subsidiary of any Borrower is formed or acquired after the Effective Date, or if any Subsidiary of any Borrower that is not a Material Domestic 95 Subsidiary on the Effective Date becomes a Material Domestic Subsidiary following the Effective Date, the Lead Borrower will promptly notify the Agents and the Lenders thereof and (i) if a Material Domestic Subsidiary of which a Borrower owns directly or indirectly, at least 80% of the Voting Stock or ownership interest, as applicable, the Borrowers will cause such Material Domestic Subsidiary to become a Borrower or Guarantor hereunder, as the Administrative Agent may request, and under each applicable Security Document in any event the manner provided therein, within thirty (30) daysdays after such Material Domestic Subsidiary is formed or acquired, and (A) after execute and deliver to the formation or acquisition Administrative Agent a Joinder Agreement, (B) deliver to the Administrative Agent documents of any Subsidiary of Borrower, Borrower shall cause the types referred to be executed and delivered to Agent the following: in clauses (i) by such new Subsidiary other than a Foreign Subsidiary (as hereinafter definedb), a Guaranty pursuant to which such Subsidiary shall guarantee the payment and performance of all of the Obligations and pursuant to which Agent(c), for the benefit of itself and the Lenders(k), shall be granted a first priority (subject to Permitted Liensl), (m), (n) and perfected security interest (r) of Section 4.1, together with such other documents as the Administrative Agent may request in all its Permitted Discretion and (C) promptly take such actions to create and perfect Liens on such Material Domestic Subsidiary’s assets of such Subsidiary of the same types constituting “Collateral” under Section 3.1 hereof to secure the Obligations, Obligations as the Administrative Agent shall reasonably request and (ii) by the Borrower or if any Guarantor (as applicable) that is such Subsidiary’s direct parent company, an amendment to the Pledge Agreement delivered on the Closing Date or a new Pledge Agreement substantially in the form shares of the Pledge Agreement delivered on the Closing Date (or otherwise in form and substance reasonably satisfactory to Lender), as applicable, and pursuant to which either (1) all of the capital stock or other equity interests or Indebtedness of such new Material Domestic Subsidiary (if whether or not wholly-owned) are owned by or on behalf of any Borrower, the Borrowers will cause such shares and any promissory notes evidencing such Indebtedness to be pledged within thirty (30) Days after such Material Domestic Subsidiary is not formed or acquired or becomes a Foreign Material Domestic Subsidiary) or (2) 65% of the capital stock of such new Subsidiary (if such Subsidiary is a Foreign Subsidiary) shall be pledged to Agent, for the benefit of the Lenders, on a first priority and perfected basis to secure the Obligations, and (iii) by the Borrower, such other related documents (including closing certificates, legal opinions and other similar documents) as Agent may reasonably request, all in form and substance reasonably satisfactory to Agent; provided, however, that this Section 6.10 shall not operate as a consent to any formation or acquisition of a Subsidiary that is not expressly permitted under this Agreement.

Additional Subsidiaries. Promptly The Loan Parties shall not create any Subsidiary (other than Subsidiaries existing on the Effective Date and disclosed in any event within thirty §8.19 hereto) unless (30a) daysone hundred percent (100%) after of the Capital Stock of such Subsidiary is owned by a Loan Party, (b) prior to the formation or acquisition of any Subsidiary such Subsidiary, the Borrowers shall notify the Administrative Agent and the Lenders thereof, and (c) contemporaneously with the formation of Borrowersuch Subsidiary, Borrower the Borrowers shall cause to be executed and delivered to Agent the following: (i) by such new Subsidiary other than a Foreign Subsidiary (as hereinafter defined), a Guaranty pursuant to which cause such Subsidiary shall guarantee the payment and performance to become a Guarantor hereunder by way of all execution of the Obligations and pursuant to which Agent, for the benefit of itself and the Lenders, shall be granted a first priority (subject to Permitted Liens) and perfected security interest in all assets of such Subsidiary of the same types constituting “Collateral” under Section 3.1 hereof to secure the ObligationsJoinder Agreement, (ii) by cause such Subsidiary to take all steps as may be necessary or advisable in the Borrower or any Guarantor (as applicable) that is such Subsidiary’s direct parent company, an amendment opinion of the Administrative Agent to grant to the Pledge Agreement delivered on the Closing Date or a new Pledge Agreement substantially in the form of the Pledge Agreement delivered on the Closing Date (or otherwise in form and substance reasonably satisfactory to Lender), as applicable, and pursuant to which either (1) all of the capital stock of such new Subsidiary (if such Subsidiary is not a Foreign Subsidiary) or (2) 65% of the capital stock of such new Subsidiary (if such Subsidiary is a Foreign Subsidiary) shall be pledged to Administrative Agent, for the benefit of the LendersSecured Parties, on a first priority and (subject only to Permitted Liens), perfected basis security interest in its assets which would be deemed Collateral pursuant to secure the ObligationsSecurity Documents as collateral security for such guaranty, and (iii) by the Borrowerpursuant to security documents, such other related documents (including closing certificatesmortgages, legal opinions pledges and other similar documents) as Agent may reasonably request, all documents in form and substance reasonably satisfactory to the Administrative Agent; provided, howevereach of which documents shall be Security Documents hereunder, that this Section 6.10 shall not operate (iii) deliver to the Administrative Agent and the Lenders appropriate corporate (or other applicable entity) backup documentation and one or more legal opinions, in each case, in form and substance satisfactory to the Administrative Agent, as a consent to any formation or acquisition each such guaranty and grant of a Subsidiary that is not expressly permitted under this Agreementsecurity interest, where applicable, and (iv) provide the Administrative Agent with an updated Schedule 8.19 hereto.

Additional Subsidiaries. Promptly (and in any event within thirty (30) days) after At the time of or prior to the formation or acquisition of any Subsidiary of Borrower, Borrower shall cause to be executed and delivered to Agent the following: (i) by such new Subsidiary other than a Foreign Subsidiary (as hereinafter defined)Subsidiary, a Guaranty pursuant to which such Subsidiary shall guarantee the payment and performance of all of the Obligations and pursuant to which Agent, for the benefit of itself and the Lenders, shall be granted a first priority (subject to Permitted Liens) and perfected security interest in all assets of such Subsidiary of the same types constituting “Collateral” under Section 3.1 hereof to secure the Obligations, (ii) by the Borrower or any Guarantor (as applicable) that is such Subsidiary’s direct parent company, an amendment to the Pledge Agreement delivered on the Closing Date or a new Pledge Agreement Agreement, governed by the laws of the State of New York, substantially in the form of the Pledge Agreement delivered on the Closing Date (or otherwise in form and substance reasonably satisfactory to Lender), as applicable, and pursuant to which either (1) all 100% of the shares of the outstanding capital stock stock, of such new any class, of each U.S. Subsidiary (if such Subsidiary is not a Foreign Subsidiary) or (2) 6566% of the shares of the outstanding voting capital stock and 100% of the shares of the outstanding non-voting capital stock of such new each Foreign Subsidiary (if such Subsidiary is a Foreign Subsidiary) shall be pledged to AgentAgent pursuant to such Pledge Agreement, for the benefit of the Lenders, on a first priority and perfected basis under the UCC to secure the Obligations, and (iii) by the Borrower, such other related documents (including closing certificates, legal opinions and other similar documents) as Agent may reasonably request, all in form and substance reasonably satisfactory to Agent; provided, however, that this Section 6.10 6.12 shall not operate as a consent to any formation or acquisition of a Subsidiary that is not expressly permitted under pursuant to the terms and conditions of this Agreement.

Additional Subsidiaries. Promptly (and a) Within ten (10) Business Days (or such later date as the Servicer may agree in any event within thirty (30) daysits sole discretion) after any Domestic Subsidiary is acquired or formed (including, without limitation, upon the formation or acquisition of any Subsidiary of Borrowerthat is a Delaware Divided LLC) or after any Unrestricted Subsidiary is designated as a Restricted Subsidiary, Borrower the Sponsor shall cause to be executed and delivered to Agent the following: (i) notify the Servicer and the Participants thereof, (ii) if such Domestic Subsidiary is a Material Domestic Subsidiary, cause such Subsidiary to become a Guarantor by such new Subsidiary other than a Foreign Subsidiary (as hereinafter defined)x) executing agreements in the form of Annex 1 to the Guaranty Agreement and (y) if the Trigger Event has occurred, a Guaranty pursuant security agreement or a joinder agreement thereto granting to which such Subsidiary shall guarantee the payment and performance of all of the Obligations and pursuant to which Agent, Servicer for the benefit of itself and the Lenders, shall be granted Participants a first priority (subject to Permitted Liens) and perfected security interest and lien in all of its assets of such Subsidiary of the same types constituting “Collateral” under Section 3.1 hereof to secure the Obligations, (ii) by the Borrower or any Guarantor (as applicable) that is such Subsidiary’s direct parent company, an amendment pursuant to the Pledge Agreement delivered on the Closing Date or a new Pledge Agreement substantially in the form of the Pledge Agreement delivered on the Closing Date (or otherwise Credit Party Collateral Documents, in form and substance reasonably satisfactory to Lender), as applicable, the Servicer and pursuant to which either (1iii) all of the capital stock of such new Subsidiary (if such Subsidiary is not a Foreign Subsidiary) or (2) 65% of the capital stock of such new Subsidiary (if such Subsidiary is a Foreign Material Domestic Subsidiary) shall be pledged , cause such Domestic Subsidiary to Agent, for the benefit of the Lenders, on a first priority and perfected basis deliver simultaneously therewith similar documents applicable to secure the Obligations, and (iii) such Domestic Subsidiary described in Section 3.1 as reasonably requested by the Borrower, such other related documents (including closing certificates, legal opinions and other similar documents) as Agent may reasonably request, all in form and substance reasonably satisfactory to Agent; provided, however, Servicer. In the event that this Section 6.10 shall not operate as a consent to any formation or acquisition of a Domestic Subsidiary that is not expressly permitted under this Agreementalready a Guarantor becomes a Material Domestic Subsidiary at any time after its formation or acquisition, the Sponsor shall have up to ten (10) Business Days (or such later date as the Servicer may agree in its sole discretion) to cause it to (x) become a Guarantor by executing agreements in the form of Annex 1 to the Guaranty Agreement and (y) deliver simultaneously therewith similar documents applicable to such Domestic Subsidiary described in Section 13.1 as reasonably requested by the Servicer.

Additional Subsidiaries. Promptly (and in any a) In the event within thirty (30) days) that, after the formation or acquisition of any Subsidiary of Borrowerdate hereof, Borrower shall cause to be executed and delivered to Agent the following: (i) by such new Subsidiary other than a Foreign Subsidiary (as hereinafter defined)Parent, a Guaranty pursuant to which such Subsidiary shall guarantee the payment and performance of all of the Obligations and pursuant to which Agent, for the benefit of itself and the Lenders, shall be granted a first priority (subject to Permitted Liens) and perfected security interest in all assets of such Subsidiary of the same types constituting “Collateral” under Section 3.1 hereof to secure the Obligations, (ii) by the Borrower or any Guarantor Subsidiary creates any new Subsidiary or acquires a new Subsidiary in accordance with §10.5.1 or otherwise or in the event that the Borrower exercises its option to purchase the remaining Capital Stock of RAM and the Austin Partnership pursuant to the Sxxxxxxx Definitive Agreement, (a) such new Subsidiary or (as applicablethe case may be) that is RAM and the Austin Partnership shall, concurrently with such Subsidiary’s direct parent companyevent or as soon as practicable thereafter, an amendment execute and deliver to the Pledge Agreement delivered on the Closing Date or a new Pledge Agreement substantially in the form Administrative Agent an instrument of the Pledge Agreement delivered on the Closing Date (or otherwise joinder and accession, in form and substance reasonably satisfactory to Lender)the Administrative Agent, as applicable, and pursuant to which either such Person shall join the applicable Security Documents as if such Person was an original signatory thereto, and (1b) the Parent, the Borrower, the applicable Subsidiary and/or such new Subsidiary or (as the case may be) RAM and the Austin Partnership shall deliver such other instruments and documents, including without limitation Perfection Certificates, UCC financing statements and stock certificates representing all of the capital stock issued and outstanding Capital Stock of such new Subsidiary (if such Subsidiary is not a Foreign Subsidiary) or (2as the case may be) 65% RAM and the Austin Partnership with accompanying stock powers duly executed in blank, in each case required to be executed or delivered pursuant to such Security Documents in order to grant to or maintain the Administrative Agent’s first priority perfected security interest in and to the assets of and the capital stock Capital Stock issued by such Person. Further, contemporaneously with the formation or acquisition of such new Subsidiary (if such Subsidiary is a Foreign Subsidiary) shall be pledged to Agent, for or the benefit exercise of the Lendersoption to purchase the remaining Capital Stock of RAM and the Austin Partnership, on a first priority and perfected basis to secure the ObligationsParent, and (iii) by the Borrower, the applicable Subsidiary and/or such new Subsidiary or (as the case may be) RAM and the Austin Partnership shall execute and/or deliver to the Administrative Agent such other related documents (including closing certificates, legal opinions and other similar documents) documentation as the Administrative Agent may reasonably requestrequest in furtherance of the intent of this §9.15, all in form including without limitation an updated Schedule 8.19 hereto and substance reasonably satisfactory documentation of the type required to Agent; providedbe supplied by the Parent, however, that this Section 6.10 shall not operate the Borrower and the Subsidiaries as a consent condition precedent to any formation the initial Loans made hereunder pursuant to §12, as applicable to such new Subsidiary or acquisition of a Subsidiary that is not expressly permitted under this AgreementPermitted Acquisition or (as the case may be) RAM and the Austin Partnership.

Additional Subsidiaries. Promptly (a) Subject to the waiver by the Administrative Agent of any of the notice requirements below in its sole and in absolute discretion, if any event within thirty (30) days) Domestic Subsidiary is acquired or formed after the formation or acquisition of any Subsidiary of BorrowerClosing Date, (x) the Borrower will, promptly and not later than ten (10) Business Days thereafter, notify the Administrative Agent thereof and (y) within fifteen (15) days thereafter, the Borrower shall cause to be executed and delivered to Agent the following: such Person (i) by such to join the Subsidiary Guaranty Agreement as a new Subsidiary other than Loan Party by executing and delivering to the Administrative Agent a Foreign Subsidiary Guaranty Supplement (as hereinafter defined)provided, a Guaranty pursuant to which however, if such Domestic Subsidiary is non-wholly owned, then any Investment in such non-wholly owned Domestic Subsidiary shall guarantee the payment continue to be subject to Section 7.5 hereof and performance of all of the Obligations and pursuant to which Agent, for the benefit of itself and the Lenders, no such Guarantee or Liens shall be granted a first priority (subject to Permitted Liens) and perfected security interest in all assets of such Subsidiary of the same types constituting “Collateral” under Section 3.1 hereof to secure the Obligationsrequired), (ii) to grant Liens in favor of the Administrative Agent in all of its personal property by joining the Security Agreement, executing and delivering a Patent Security Agreement and Trademark Security Agreement (as applicable) with respect to material intellectual property or as requested by the Administrative Agent, and filing, or at the request of the Administrative Agent authorizing the filing of, all such UCC financing statements or similar instruments required by the Administrative Agent to perfect Liens in favor of the Administrative Agent and granted under any of the Loan Documents (subject to the proviso in clause (i) above), (iii) if such Subsidiary owns Capital Stock in another Person, to become a party to a Pledge Agreement to pledge such Capital Stock (subject to the proviso in clause (i) above), provided, however, that if such Person is a Foreign Subsidiary, such pledge shall not exceed 65% of the outstanding equity interests in such Person, and (iv) to deliver all such other documentation (including without limitation, lien searches, legal opinions, and certified organizational documents) and to take all such other actions as such Domestic Subsidiary would have been required to deliver and, subject to the proviso in clause (i) above, take pursuant to Section 3.1 if such Domestic Subsidiary had been a Loan Party on the Closing Date. In addition, subject to the proviso in clause (i) above, within fifteen (15) days after the date such Person becomes a Domestic Subsidiary of the Borrower, the Borrower shall, or shall cause its Subsidiary owning such Person, to pledge all of the Capital Stock of such Person owned by the Borrower or any Guarantor (such Subsidiary to the Administrative Agent as applicable) that is such Subsidiary’s direct parent company, an amendment security for the Obligations by executing and delivering a supplement to the Pledge Agreement delivered on the Closing Date or a new Pledge Agreement substantially in the form of pledge agreement reasonably consistent with the Pledge Agreement delivered on the Closing Date (or otherwise Agreement, each in form and substance reasonably satisfactory to Lender), as applicablethe Administrative Agent, and pursuant to which either (1) all of deliver the capital stock of original certificates, if any, evidencing such new Subsidiary (if such Subsidiary is not a Foreign Subsidiary) or (2) 65% of Capital Stock to the capital stock of such new Subsidiary (if such Subsidiary is a Foreign Subsidiary) shall be pledged to Administrative Agent, for the benefit of the Lenders, on a first priority and perfected basis to secure the Obligations, and (iii) by the Borrower, such other related documents (including closing certificates, legal opinions and other similar documents) as Agent may reasonably request, all together with appropriate stock powers executed in form and substance reasonably satisfactory to Agentblank; provided, however, that if such Domestic Subsidiary is non-wholly owned and the Loan Party which owns Capital Stock in such Person is contractually prohibited from pledging such Capital Stock in favor of the Administrative Agent as required hereunder, then any Investment in such Domestic Subsidiary shall continue to be subject to Section 7.5 and no such pledge shall be required. The Borrower agrees that, following the delivery of any Security Documents required to be executed and delivered by this Section 6.10 5.17, the Administrative Agent shall have a valid and enforceable, first priority perfected Lien on the property required to be pledged pursuant to this Section 5.17, free and clear of all Liens other than Liens permitted under Section 7.2. All actions to be taken pursuant to this Section 5.17 shall be at the expense of the Borrower or the applicable Loan Party, and shall be taken to the reasonable satisfaction of the Administrative Agent. In the event that a proposed acquisition or investment by the Borrower or a Subsidiary is in compliance with Section 7.4 and this Section 5.17, and the consent of the Required Lenders would otherwise be required to effectuate such acquisition or investment, then the Administrative Agent may, in its sole and absolute discretion, if it determines that the item as to which such consent would otherwise be required, is not operate as a material, waive such consent requirements. Notwithstanding the foregoing, the Administrative Agent may, in its sole and absolute discretion, waive any of the foregoing requirements with respect to any formation or acquisition Foreign Subsidiary to the extent that the assets of a such Foreign Subsidiary that is not expressly permitted under this Agreementless than 5% of the consolidated assets of the Borrower and all of its Subsidiaries as of the last day of the immediately preceding Fiscal Year and the revenue of such Foreign Subsidiary is less than 5% of the consolidated revenue of the Borrower and all of its Subsidiaries for the immediately preceding Fiscal Year.

Additional Subsidiaries. Promptly At the time any Person becomes a direct or indirect Subsidiary of a Credit Party, the Borrower shall so notify the Agent and promptly thereafter (and but in any event within thirty (30) days) 60 days after the formation or acquisition of any Subsidiary of Borrower, Borrower date thereof) the Credit Parties shall cause such Person to be executed and delivered to Agent (a) execute a Joinder Agreement in substantially the following: same form as Exhibit 7.13, (ib) by such new Subsidiary other than a Foreign Subsidiary (as hereinafter defined), a Guaranty pursuant to which such Subsidiary shall guarantee the payment and performance of cause all of the Obligations Capital Stock of such Person to be delivered ------------ to the Agent (together with undated stock powers signed in blank) and pledged to the Agent pursuant to which an appropriate pledge agreement (or a joinder to the existing Security Agreement) and otherwise in a form reasonably acceptable to the Agent, for the benefit (c) pledge all of itself and the Lenders, shall be granted a first priority (subject to Permitted Liens) and perfected security interest in all assets of such Subsidiary of the same types constituting “Collateral” under Section 3.1 hereof to secure the Obligations, (ii) by the Borrower or any Guarantor (as applicable) that is such Subsidiary’s direct parent company, an amendment its Property to the Pledge Agreement delivered on the Closing Date or Agent pursuant to a new Pledge Agreement security agreement in substantially in the form of the Pledge Security Agreement delivered on the Closing Date (or a joinder to the existing Security Agreement) and otherwise in a form reasonably acceptable to the Agent, and substance (d) if such Person has any Subsidiaries, (A) deliver all of the Capital Stock of such Subsidiaries owned by it (together with undated stock powers signed in blank) to the Agent and (B) execute an appropriate pledge agreement (or a joinder to the existing Security Agreement) and otherwise in a form acceptable to the Agent, (e) if such Person owns or leases any real property, execute any and all necessary mortgages, deeds of trust, deeds to secure debt or other appropriate real estate collateral documentation in a form acceptable to the Agent or use its commercially reasonable best efforts to cause to be delivered to the Agent a landlord waiver or estoppel letter with respect thereto in a form reasonably acceptable to the Agent and (f) deliver such other documentation as the Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, environmental reports, landlord's waivers, certified resolutions and other organizational and authorizing documents of such Person and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above), all in form, content and scope reasonably satisfactory to Lender), as applicable, and pursuant to which either (1) all of the capital stock of such new Subsidiary (if such Subsidiary is not a Foreign Subsidiary) or (2) 65% of the capital stock of such new Subsidiary (if such Subsidiary is a Foreign Subsidiary) shall be pledged to Agent, for the benefit of the Lenders, on a first priority and perfected basis to secure the Obligations, and (iii) by the Borrower, such other related documents (including closing certificates, legal opinions and other similar documents) as Agent may reasonably request, all in form and substance reasonably satisfactory to Agent; provided, however, that this Section 6.10 shall not operate as a consent to any formation or acquisition of a Subsidiary that is not expressly permitted under this Agreement.

Additional Subsidiaries. Promptly The Borrowers shall not create any Subsidiary (other than Subsidiaries existing on the Effective Date and disclosed in any event within thirty §8.19 hereto) unless (30a) daysone hundred percent (100%) after of the Capital Stock of such Subsidiary is owned by the Borrowers, (b) prior to the formation or acquisition of any Subsidiary such Subsidiary, the Borrowers shall notify the Administrative Agent and the Lenders thereof, and (c) contemporaneously with the formation of Borrowersuch Subsidiary, Borrower the Borrowers shall cause to be executed and delivered to Agent the following: (i) by such new Subsidiary other than a Foreign Subsidiary (as hereinafter defined), a Guaranty pursuant to which cause such Subsidiary shall guarantee the payment and performance of to guaranty all of the Obligations and hereunder pursuant to which a guaranty in form and substance satisfactory to the Administrative Agent, for the benefit of itself and the Lenders, which such guaranty shall be granted a first priority (subject to Permitted Liens) and perfected security interest in all assets of such Subsidiary of the same types constituting “Collateral” under Section 3.1 hereof to secure the ObligationsSecurity Document hereunder, (ii) by cause such Subsidiary to take all steps as may be necessary or advisable in the Borrower or any Guarantor (as applicable) that is such Subsidiary’s direct parent company, an amendment opinion of the Administrative Agent to grant to the Pledge Agreement delivered on the Closing Date or a new Pledge Agreement substantially in the form of the Pledge Agreement delivered on the Closing Date (or otherwise in form and substance reasonably satisfactory to Lender), as applicable, and pursuant to which either (1) all of the capital stock of such new Subsidiary (if such Subsidiary is not a Foreign Subsidiary) or (2) 65% of the capital stock of such new Subsidiary (if such Subsidiary is a Foreign Subsidiary) shall be pledged to Administrative Agent, for the benefit of the LendersLenders and the Administrative Agent, on a first priority and (subject only to Permitted Liens), perfected basis security interest in its assets which would be deemed Collateral pursuant to secure the ObligationsSecurity Documents as collateral security for such guaranty, and (iii) by the Borrowerpursuant to security documents, such other related documents (including closing certificatesmortgages, legal opinions pledges and other similar documents) as Agent may reasonably request, all documents in form and substance reasonably satisfactory to the Administrative Agent; provided, howevereach of which documents shall be Security Documents hereunder, that this Section 6.10 shall not operate (iii) deliver to the Administrative Agent and the Lenders appropriate corporate (or other applicable entity) backup documentation and one or more legal opinions, in each case, in form and substance satisfactory to the Administrative Agent, as a consent to any formation or acquisition each such guaranty and grant of a Subsidiary that is not expressly permitted under this Agreementsecurity interest, where applicable, and (iv) provide the Administrative Agent with an updated Schedule 8.19 hereto.

Additional Subsidiaries. Promptly (and in any event within Within thirty (30) days) days after the acquisition or formation or acquisition of any Domestic Subsidiary (or, in the case of Borrowerclause (b) below, Borrower shall cause to be executed and delivered to any existing Domestic Subsidiary becoming a Material Subsidiary): (a) notify the Administrative Agent thereof in writing, together with the following: (i) by such new Subsidiary other than a Foreign Subsidiary (as hereinafter defined), a Guaranty pursuant to which such Subsidiary shall guarantee the payment and performance jurisdiction of all of the Obligations and pursuant to which Agent, for the benefit of itself and the Lenders, shall be granted a first priority (subject to Permitted Liens) and perfected security interest in all assets of such Subsidiary of the same types constituting “Collateral” under Section 3.1 hereof to secure the Obligationsformation, (ii) number of shares of each class of Equity Interests outstanding, (iii) number and percentage of outstanding shares of each class owned (directly or indirectly) by the Borrower or any Guarantor Subsidiary and (as applicableiv) that is such Subsidiary’s direct parent companynumber and effect, an amendment to the Pledge Agreement delivered on the Closing Date if exercised, of all outstanding options, warrants, rights of conversion or a new Pledge Agreement substantially in the form of the Pledge Agreement delivered on the Closing Date purchase and all other similar rights with respect thereto; and (or otherwise in form and substance reasonably satisfactory to Lender), as applicable, and pursuant to which either (1b) all of the capital stock of such new Subsidiary (if such Subsidiary is not a Foreign Subsidiary) or (2) 65% of the capital stock of such new Subsidiary (if such Subsidiary is a Foreign Domestic Subsidiary and a Material Subsidiary, cause such Person to (i) become a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement or such other documents as the Administrative Agent shall be pledged to Agent, deem appropriate for the benefit of the Lenders, on a first priority and perfected basis to secure the Obligationssuch purpose, and (iiiii) deliver to the Administrative Agent documents of the types referred to in Sections 5.01(f) and (g) for such Subsidiary and, if requested by Administrative Agent, favorable opinions of counsel to such Subsidiary (which shall cover, among other things, the Borrowerlegality, such other related documents validity, binding effect and enforceability of the documentation referred to in clause (including closing certificates, legal opinions and other similar documents) as Agent may reasonably requesti)), all in form form, content and substance scope reasonably satisfactory to the Administrative Agent; provided, however, that this Section 6.10 clause (b) shall not operate apply to the following Subsidiaries, so long as such Subsidiary has not provided a Guarantee of any other Indebtedness of the Borrower or another Guarantor: Subsidiaries that are prohibited by Law from guaranteeing the Obligations or that would experience adverse regulatory consequences as a consent to any formation or acquisition result of a Subsidiary that is not expressly permitted under this Agreement.providing such Guarantee. 7.13

Additional Subsidiaries. Promptly (and in any event within Within thirty (30) days) days after the any Person becomes a Material Domestic Subsidiary (including any Domestic Subsidiary that becomes a Material Domestic Subsidiary after its formation or acquisition acquisition), cause such Person to (i) become a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement or such other documents as the Administrative Agent shall deem appropriate for such purpose, and (ii) deliver to the Administrative Agent documents of the types referred to in Sections 5.01(f) and (g) 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 (i)), all in form, content and scope reasonably satisfactory to the Administrative Agent. If at any Subsidiary time (a) the aggregate revenues of Borrowerall Immaterial Domestic Subsidiaries exceed 5% of the revenue of the Borrower and its Subsidiaries on a consolidated basis determined in accordance with GAAP or (b) the aggregate book value of the assets of all Immaterial Domestic Subsidiaries exceed 5% of the book value of the assets of the Borrower and its Subsidiaries on a consolidated basis determined in accordance with GAAP, then the Borrower shall cause one or more of such Immaterial Domestic Subsidiaries to be executed and delivered to Agent the following: (i) become a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement or such new Subsidiary other than a Foreign Subsidiary (documents as hereinafter defined)the Administrative Agent shall deem appropriate for such purpose, a Guaranty pursuant to which such Subsidiary shall guarantee the payment and performance of all of the Obligations and pursuant to which Agent, for the benefit of itself and the Lenders, shall be granted a first priority (subject to Permitted Liens) and perfected security interest in all assets of such Subsidiary of the same types constituting “Collateral” under Section 3.1 hereof to secure the Obligations, (ii) by the Borrower or any Guarantor (as applicable) that is such Subsidiary’s direct parent company, an amendment deliver to the Pledge Agreement delivered on the Closing Date or a new Pledge Agreement substantially in the form Administrative Agent documents of the Pledge Agreement delivered on types referred to in Sections 5.01(f) and (g) and favorable opinions of counsel to such Person (which shall cover, among other things, the Closing Date legality, validity, binding effect and enforceability of the documentation referred to in clause (or otherwise i)), all in form form, content and substance scope reasonably satisfactory to Lender), as applicable, and pursuant to which either (1) all of the capital stock of such new Subsidiary (if such Subsidiary is not a Foreign Subsidiary) or (2) 65% of the capital stock of such new Subsidiary (if such Subsidiary is a Foreign Subsidiary) shall be pledged to Administrative Agent, for the benefit of the Lenders, on a first priority and perfected basis to secure the Obligations, and (iii) by the Borrower, such other related documents (including closing certificates, legal opinions and other similar documents) as Agent may reasonably request, all in form and substance reasonably satisfactory to Agent; provided, however, that this Section 6.10 shall not operate as a consent to any formation or acquisition of a Subsidiary that is not expressly permitted under this Agreement.

Additional Subsidiaries. Promptly (a) If any additional Material Domestic Subsidiary of any Borrower is formed or acquired after the Effective Date, or if any Subsidiary of any Borrower that is not a Material Domestic Subsidiary on the Effective Date becomes a Material Domestic Subsidiary following the Effective Date, the Lead Borrower will promptly notify the Agents and the Lenders thereof and (i) if a Material Domestic Subsidiary of which a Borrower owns directly or indirectly, at least 80% of the Voting Stock or ownership interest, as applicable, the Borrowers will cause such Material Domestic Subsidiary to become a Borrower or Guarantor hereunder, as the Administrative Agent may request, and under each applicable Security Document in any event the manner provided therein, within thirty (30) daysdays after such Material Domestic Subsidiary is formed or acquired, and (A) after execute and deliver to the formation or acquisition Administrative Agent a Joinder Agreement, (B) deliver to the Administrative Agent documents of any Subsidiary of Borrower, Borrower shall cause the types referred to be executed and delivered to Agent the following: in clauses (i) by such new Subsidiary other than a Foreign Subsidiary (as hereinafter definedb), a Guaranty pursuant to which such Subsidiary shall guarantee the payment and performance of all of the Obligations and pursuant to which Agent(c), for the benefit of itself and the Lenders(k), shall be granted a first priority (subject to Permitted Liensl), (m), (n) and perfected security interest (r) of Section 4.1, together with such other documents as the Administrative Agent may request in all its Permitted Discretion and (C) promptly take such actions to create and perfect Liens on such Material Domestic Subsidiary’s assets of such Subsidiary of the same types constituting “Collateral” under Section 3.1 hereof to secure the Obligations, Obligations as the Administrative Agent shall reasonably request and (ii) by the Borrower or if any Guarantor (as applicable) that is such Subsidiary’s direct parent company, an amendment to the Pledge Agreement delivered on the Closing Date or a new Pledge Agreement substantially in the form shares of the Pledge Agreement delivered on the Closing Date (or otherwise in form and substance reasonably satisfactory to Lender), as applicable, and pursuant to which either (1) all of the capital stock or other equity interests or Indebtedness of such new Material Domestic Subsidiary (if whether or not wholly-owned) are owned by or on behalf of any Borrower, the Borrowers will cause such shares and any promissory notes evidencing such Indebtedness to be pledged within thirty (30) Days after such Material Domestic Subsidiary is not formed or acquired or becomes a Foreign Material Domestic Subsidiary) or (2) 65% of the capital stock of such new Subsidiary (if such Subsidiary is a Foreign Subsidiary) shall be pledged to Agent, for the benefit of the Lenders, on a first priority and perfected basis to secure the Obligations, and (iii) by the Borrower, such other related documents (including closing certificates, legal opinions and other similar documents) as Agent may reasonably request, all in form and substance reasonably satisfactory to Agent; provided, however, that this Section 6.10 shall not operate as a consent to any formation or acquisition of a Subsidiary that is not expressly permitted under this Agreement.

Additional Subsidiaries. Promptly notify the Administrative Agent of (i) the redesignation of an Excluded Subsidiary as a Subsidiary Guarantor in accordance with Section 6.14(d) below or (ii) subject to clause (f) of this Section, the creation or acquisition of any Subsidiary and in any event event, unless in the case of any newly acquired or created Subsidiary, such Subsidiary has been designated as an Excluded Subsidiary in accordance with Section 6.14(d)(i) below, within thirty (30) days) days after the formation such redesignation, creation or acquisition of any Subsidiary of Borrower, Borrower shall cause to be executed and delivered to Agent the following: (i) by such new Subsidiary other than a Foreign Subsidiary (as hereinafter definedsuch time period may be extended by the Administrative Agent in its sole discretion), cause such Person to (A) become a Guaranty pursuant Subsidiary Guarantor by delivering to which the Administrative Agent a duly executed supplement to the Collateral Agreement or such Subsidiary other document as the Administrative Agent shall guarantee the payment and performance of all of the Obligations and pursuant to which Agentdeem appropriate for such purpose, for the benefit of itself and the Lenders, shall be granted (B) grant a first priority (subject to Permitted Liens) and perfected security interest in all assets Collateral (subject to the exceptions specified in the Collateral Agreement) owned by such Subsidiary by delivering to the Administrative Agent a duly executed supplement to each applicable Security Document or such other document as the Administrative Agent shall deem appropriate for such purpose and comply with the terms of each applicable Security Document, (C) deliver to the Administrative Agent such opinions, documents and certificates referred to in Section 4.1 as may be reasonably requested by the Administrative Agent, (D) deliver to the Administrative Agent such original certificated Equity Interests or other certificates and stock or other transfer powers evidencing the Equity Interests of such Subsidiary of the same types constituting “Collateral” under Section 3.1 hereof to secure the ObligationsPerson, (iiE) deliver to the Administrative Agent such updated Schedules to the Loan Documents as requested by the Borrower or any Guarantor Administrative Agent with respect to such Person (as applicable) that is such Subsidiary’s direct parent company, an amendment subject to the Pledge Agreement delivered on the Closing Date or a new Pledge Agreement substantially exceptions in the form of Collateral Agreement), and (F) deliver to the Pledge Agreement delivered on Administrative Agent such other documents as may be reasonably requested by the Closing Date (or otherwise Administrative Agent, all in form form, content and substance scope reasonably satisfactory to Lender), as applicable, and pursuant to which either (1) all of the capital stock of such new Subsidiary (if such Subsidiary is not a Foreign Subsidiary) or (2) 65% of the capital stock of such new Subsidiary (if such Subsidiary is a Foreign Subsidiary) shall be pledged to Administrative Agent, for the benefit of the Lenders, on a first priority and perfected basis to secure the Obligations, and (iii) by the Borrower, such other related documents (including closing certificates, legal opinions and other similar documents) as Agent may reasonably request, all in form and substance reasonably satisfactory to Agent; provided, however, that this Section 6.10 shall not operate as a consent to any formation or acquisition of a Subsidiary that is not expressly permitted under this Agreement.

Additional Subsidiaries. Promptly (and a) Within ten (10) Business Days (or such later date as the Servicer may agree in any event within thirty (30) daysits sole discretion) after any Domestic Subsidiary is acquired or formed (including, without limitation, upon the formation or acquisition of any Subsidiary of Borrowerthat is a Delaware Divided LLC) or after any Unrestricted Subsidiary is designated as a Restricted Subsidiary, Borrower the Sponsor shall cause to be executed and delivered to Agent the following: (i) notify the Servicer and the Participants thereof, (ii) if such Domestic Subsidiary is a Material Domestic Subsidiary, cause such Subsidiary to become a Guarantor by such new Subsidiary other than a Foreign Subsidiary (as hereinafter defined)x) executing agreements in the form of Annex 1 to the Guaranty Agreement and (y) if the Trigger Event has occurred, a Guaranty pursuant security agreement or a joinder agreement thereto granting to which such Subsidiary shall guarantee the payment and performance of all of the Obligations and pursuant to which Agent, Servicer for the benefit of itself and the Lenders, shall be granted Participants a first priority security interest and lien in all of its assets pursuant to the Credit Party Collateral Documents (subject to Permitted Liens) and perfected security interest in all assets of such Subsidiary of the same types constituting “Collateral” under Section 3.1 hereof to secure the ObligationsLiens permitted hereunder), (ii) by the Borrower or any Guarantor (as applicable) that is such Subsidiary’s direct parent company, an amendment to the Pledge Agreement delivered on the Closing Date or a new Pledge Agreement substantially in the form of the Pledge Agreement delivered on the Closing Date (or otherwise in form and substance reasonably satisfactory to Lender), as applicable, the Servicer and pursuant to which either (1iii) all of the capital stock of such new Subsidiary (if such Subsidiary is not a Foreign Subsidiary) or (2) 65% of the capital stock of such new Subsidiary (if such Subsidiary is a Foreign Material Domestic Subsidiary) shall be pledged , cause such Domestic Subsidiary to Agent, for the benefit of the Lenders, on a first priority and perfected basis deliver simultaneously therewith similar documents applicable to secure the Obligations, and (iii) such Domestic Subsidiary described in Section 3.1 as reasonably requested by the Borrower, such other related documents (including closing certificates, legal opinions and other similar documents) as Agent may reasonably request, all in form and substance reasonably satisfactory to Agent; provided, however, Servicer. In the event that this Section 6.10 shall not operate as a consent to any formation or acquisition of a Domestic Subsidiary that is not expressly permitted under this Agreementalready a Guarantor becomes a Material Domestic Subsidiary at any time after its formation or acquisition, the Sponsor shall have up to ten (10) Business Days (or such later date as the Servicer may agree in its sole discretion) to cause it to (x) become a Guarantor by executing agreements in the form of Annex 1 to the Guaranty Agreement and (y) deliver simultaneously therewith similar documents applicable to such Domestic Subsidiary described in Section 13.1 as reasonably requested by the Servicer.